db-X Target Date Funds

The Registrant’s annual report transmitted to shareholders pursuant to Rule 30e-1 under the Investment Company Act of 1940 is as follows:

TO OUR SHAREHOLDERS:

Dear Shareholder,

We are pleased to present this Annual Report for db-X Exchange-Trade Funds Inc., which covers the year ending May 31, 2012.

We believe that these funds provide convenience and clarity for investors seeking a sophisticated product in one single investment. Over the past year, the funds have continued to highlight the benefits of target-date investing. During the twelve months covered by this report, investors with a shorter investment horizon benefited from lower exposure to equities as the db-X 2010 Target Date Fund and the db-X In-Target Date Fund, which allocate a large percentage of assets to less volatile fixed-income securities, experienced NAV returns of -0.79% and -1.77%, respectively.* The db-X 2020 Target Date Fund, with a more balanced allocation between equity and fixed income securities, experienced a NAV return of -3.49%.* The db-X 2040 Target Date Fund and the db-X 2030 Target Date Fund, which have the greatest percentage allocations to equities, were affected by weak performance in domestic and international equity markets and experienced NAV returns of -4.86% and -1.17%, respectively.*

Deutsche Bank, a leading global banking institution, has managed and operated a successful and growing platform of exchange-traded products since 2006. Our team at Deutsche Bank values the trust that you have placed in us and we look forward to meeting your investment needs by continuing to offer innovative index-driven strategies.

Very truly yours,

LOGO

Alex Depetris

Chairman, President and Chief Executive Officer

July 26, 2012

* Performance quoted represents past performance, assumes reinvestment of all dividends and capital gains distributions at NAV, and does not guarantee future results. The NAV return is based on the changes in a Fund’s per share NAV for the period(s) indicated. The Fund’s NAV per share is calculated by dividing the value of the Fund’s total assets less total liabilities by the number of shares outstanding. Current performance may be higher or lower than the performance quoted. See pages 3-13 of this report for additional performance information, including performance data based on market value. Performance data for the most recent month end may be obtained by visiting www.dbxstrategicadvisors.db.com. Investment in the Funds poses investment risk including the possible loss of principal. The investment return and principal value of an investment will fluctuate, so that shares, when sold or redeemed, may be worth more or less than their original cost.

After a sharp downturn in the late summer of 2011, positive economic news pushed US equity markets higher through the end of March 2012. However, concerns over financial instability in Europe sent the broad market indices lower to close the year ended May 31, 2012 relatively flat, with the S&P 500 Index decreasing -0.41%, the Russell 3000 Index decreasing -3.86% and the NASDAQ Composite Index increasing 0.79%. International markets were much weaker, with the Morgan Stanley Capital International EAFE Index (measuring equities in Europe, Australasia and the Far East) losing -20.48%. U.S. fixed income securities continued to be a haven for risk-averse investors, with the Barclays Capital U.S. Aggregate Bond Index increasing 7.12% during the same period.

The db-X Exchange-Traded Funds had a wide range of returns during the year (For specific performance results, please refer to the Fund Performance Section on the following pages of this report). The wide range in the performance of the five db-X Exchange-Traded Funds was due to the varying allocations in the Funds to domestic equities, international equities and fixed income securities. The db-X 2040 Target Date Fund, which has the greatest exposure to international equities, experienced a -4.86% NAV return during the one year period ending May 31, 2012. The db-X 2010 Target Date Fund, which has a heavy exposure to short term U.S. Treasuries, experienced a more modest -0.79% NAV return during the same period.

The Standard & Poor’s (“S&P”) 500 Index is a broad-based index designed to measure the performance of the domestic stock market as represented by 500 large capitalization stocks.

The Russell 3000 Index is a broad-based index representing approximately 98% of the investable U.S. equity market.

The NASDAQ Composite Index is a broad-based index of NASDAQ-listed securities commonly used as a barometer of technology stock performance.

The Morgan Stanley Capital International (“MSCI”) EAFE Index is a broad-based index representing the largest stocks by market capitalization in 21 developed countries in Europe, Australasia and the Far East.

The Barclays Capital U.S. Aggregate Bond Index is a broad-based index designed to represent the U.S. investment-grade bond universe.

Performance quoted above represents past performance, assumes reinvestment of all dividends and capital gains distributions at net asset value (“NAV”), and does not guarantee future results. A Fund’s NAV return is based on the changes in the Fund’s NAV per share for the period indicated. A Fund’s NAV per share is calculated by dividing the value of the Fund’s total assets less total liabilities by the number of shares outstanding. Current Fund performance may be higher or lower than the performance quoted. Fund performance data current to the most recent month end may be obtained by visiting www.dbxstrategicadvisors.db.com. See pages 4-13 of this report for additional performance information, including performance data based on market value.

An index is a statistical measure of a specified financial market or sector. An index does not actually hold a portfolio of securities, incur expenses, or pay any transaction costs. Therefore, index returns do not reflect deductions for fees or expenses and are not available for direct investment. In comparison, a Fund’s performance is negatively impacted by these deductions. Fund returns do not reflect brokerage commissions or taxes that a shareholder would pay on Fund distributions or on transactions in Fund shares.

The views expressed in this report 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. Current and future portfolio holdings are subject to risk. Investment in the Funds poses investment risk, including possible loss of principal. The investment return and principal value of an investment will fluctuate, so that shares, when sold or redeemed, may be worth more or less than their original cost.

The db-X 2010 Target Date Fund (the “Fund”) commenced investment operations and its shares began trading on NYSE Arca, Inc. (“NYSE Arca”) on October 1, 2007. The Fund seeks to track the performance, before fees and expenses, of the Zacks 2010 Lifecycle Index. Both the Fund’s equity and bond portfolios held fewer securities than the Zacks 2010 Lifecycle Index, a constraint imposed by the relatively small size of the Fund.

For the year ended May 31, 2012, the Fund’s net asset value decreased -0.79%, compared to a decrease of -0.09% for the Zacks 2010 Lifecycle Index and an increase of 2.48% for the Dow Jones Target 2010 Index. The Fund’s performance benefited from favorable results in short-term fixed income securities, partially offset by the Fund’s exposure to domestic and international equities.

¹Total returns are calculated based on the commencement of trading, 10/1/07 (“Inception”).

Performance quoted represents past performance, assumes reinvestment of all dividends and capital gain distributions, and does not guarantee future results. Current performance may be higher or lower than the performance quoted. Performance data current to the most recent month end may be obtained by visiting www.dbxstrategicadvisors.db.com. Investment in the fund poses investment risk including possible loss of principal. The investment return and principal value of an investment will fluctuate, so that shares, when sold or redeemed, may be worth more or less than their original cost. The gross expense ratio for the fiscal year ended May 31, 2011, as disclosed in the most recent prospectus dated September 28, 2011, was 1.70%. DBX Strategic Advisors LLC, the advisor to the Fund, has agreed to cap its fees and/or pay certain Fund operating expenses in order to limit Fund net annual operating expenses for shares of the Fund to 0.65% of the Fund’s average net assets until 9/30/12.

The preceding performance chart is provided for comparative purposes and represents the period(s) noted. The net asset value return is based on the changes in the Fund’s net asset value per share (“NAV”). The Fund’s NAV is calculated by dividing the value of the Fund’s total assets less total liabilities by the number of shares outstanding. The market price return is based on the change in the market price on the NYSE Arca of a share of the Fund for the period(s) indicated. The price used to calculate market price returns is the midpoint of the bid/ask spread for Fund shares at 4 p.m. Eastern Time on the NYSE Arca. NAV and market returns assume that dividends and capital gain distributions have been reinvested in the Fund at NAV and market price, respectively. The Dow Jones Target Date Indexes are indexes whose allocations are automatically adjusted to reduce potential risk over time. The Dow Jones Target Date Indexes are designed to measure the performance of multi-asset class portfolios that allocate among U.S. and global stock, bond and cash subindexes on a monthly basis. The indexes automatically adjust their asset allocation over time to reflect reductions in potential risk as the investor’s target date approaches.

An index is a statistical measure of a specified financial market or sector. An index does not actually hold a portfolio of securities, incur expenses or pay any transaction costs. Therefore index returns do not reflect deductions for fees or expenses and are not available for direct investment. In comparison, the Fund’s performance is negatively impacted by these deductions. Fund returns do not reflect brokerage commissions or taxes that a shareholder would pay on Fund distributions or on transactions in Fund shares.

“Target Date” refers to a time in the future, generally a specified year, in which the investor expects to retire or otherwise require the use of the invested funds. Target date funds are generally more aggressive the further the target date is from the present, with an objective of capital appreciation. As the target date approaches, the fund’s objective will generally become more conservative, aiming to achieve a higher level of capital preservation. Upon reaching the target date, the index whose performance the Fund seeks to track will have approximately a 10% allocation to equity securities. Over the next five years, allocations shift from conservative to more moderately-conservative allocations, allowing for a larger exposure to equities than at the target date (“Moderately-Conservative Allocation”).

Investors should note that although target date funds aim to preserve capital as the target date approaches, there is no guarantee that the Fund will achieve this objective.

Top Ten Holdings³as of 5/31/12



Top Ten Equity Holdings

Description	Shares		Value		% of Net Assets
Apple, Inc.		74		$42,753		0.5%
Exxon Mobil Corp.		397		31,216		0.3%
Microsoft Corp.		679		19,820		0.2%
Wal-Mart Stores, Inc.		301		19,812		0.2%
International Business Machines Corp.		100		19,289		0.2%
General Electric Co.		910		17,372		0.2%
AT&T, Inc.		498		17,016		0.2%
Berkshire Hathaway, Inc., Class B		212		16,824		0.2%
Pfizer, Inc.		723		15,811		0.2%
Wells Fargo & Co.		472		15,127		0.2%


Top Ten Fixed Income Holdings

Description	Principal Amount		Value		% of Net Assets
US Government Note/Bond 4.75%, 5/15/14		$763,800		$830,274		8.8%
US Government Note/Bond 2.375%, 8/31/14		537,000		561,920		5.9%
US Government Note/Bond 1.125%, 12/15/12		555,700		558,674		5.9%
US Government Note/Bond 1.375%, 10/15/12		507,600		510,019		5.4%
US Government Note/Bond 1.00%, 5/15/14		470,900		477,541		5.1%
US Government Note/Bond 1.75%, 8/15/12		445,800		447,367		4.7%
US Government Note/Bond 3.50%, 5/31/13		429,500		443,593		4.7%
US Government Note/Bond 0.75%, 12/15/13		437,500		440,850		4.7%
US Government Note/Bond 0.75%, 9/15/13		434,100		437,000		4.6%
US Government Note/Bond 3.125%, 8/31/13		414,100		429,047		4.5%

³ Holdings are subject to change without notice and there is no guarantee that the Fund will remain invested in any particular security. For a complete list of holdings go to www.dbxstrategicadvisors.db.com.

The db-X 2020 Target Date Fund (the “Fund”) commenced investment operations and its shares began trading on NYSE Arca, Inc. (“NYSE Arca”) on October 1, 2007. The Fund seeks to track the performance, before fees and expenses, of the Zacks 2020 Lifecycle Index. Both the Fund’s equity and bond portfolios held fewer securities than the Zacks 2020 Lifecycle Index, a constraint imposed by the relatively small size of the Fund.

For the year ended May 31, 2012, the Fund’s net asset value decreased -3.49%, compared to a decrease of -3.61% for the Zacks 2020 Lifecycle Index and -0.70% for the Dow Jones Target 2020 Index. The Fund’s performance benefited from favorable results in short- and intermediate-term fixed income securities, offset by the Fund’s roughly 50% exposure to domestic and international equities.

¹ Total returns are calculated based on the commencement of trading, 10/1/07 (“Inception”).

Performance quoted represents past performance, assumes reinvestment of all dividends and capital gain distributions, and does not guarantee future results. Current performance may be higher or lower than the performance quoted. Performance data current to the most recent month end may be obtained by visiting www.dbxstrategicadvisors.db.com. Investment in the fund poses investment risk including possible loss of principal. The investment return and principal value of an investment will fluctuate, so that shares, when sold or redeemed, may be worth more or less than their original cost. The gross expense ratio for the fiscal year ended May 31, 2011, as disclosed in the most recent prospectus dated September 28, 2011, was 1.42%. DBX Strategic Advisors LLC, the advisor to the Fund, has agreed to cap its fees and/or pay certain Fund operating expenses in order to limit Fund net annual operating expenses for shares of the Fund to 0.65% of the Fund’s average net assets until 9/30/12.

Investors should note that although target date funds aim to preserve capital as the target date approaches, there is no guarantee that the Fund will achieve this objective.

Top Ten Holdings³ as of 5/31/12



Top Ten Equity Holdings

Description	Shares		Value		% of Net Assets
Apple, Inc.		1,033	$	596,795		1.9	%
Exxon Mobil Corp.		6,242		490,809		1.5	%
Microsoft Corp.		10,313		301,035		0.9	%
Wal-Mart Stores, Inc.		4,540		298,822		0.9	%
International Business Machines Corp.		1,465		282,598		0.9	%
AT&T, Inc.		8,063		275,513		0.9	%
General Electric Co.		13,892		265,198		0.8	%
Berkshire Hathaway, Inc., Class B		3,224		255,856		0.8	%
Chevron Corp.		2,449		240,761		0.8	%
Pfizer, Inc.		10,549		230,706		0.7	%


Top Ten Fixed Income Holdings

Description	Principal Amount		Value		% of Net Assets
US Government Note/Bond 4.75%, 5/15/14	$	898,000	$	976,154		3.1	%
US Government Note/Bond 1.375%, 5/15/13		847,300		856,766		2.7	%
US Government Note/Bond 3.125%, 8/31/13		814,900		844,313		2.6	%
US Government Note/Bond 1.125%, 6/15/13		831,300		839,256		2.6	%
US Government Note/Bond 1.75%, 8/15/12		823,100		825,994		2.6	%
US Government Note/Bond 2.625%, 12/31/14		761,300		806,324		2.5	%
US Government Note/Bond 1.375%, 2/15/13		797,900		804,695		2.5	%
US Government Note/Bond 2.375%, 9/30/14		761,300		798,175		2.5	%
US Government Note/Bond 3.375%, 7/31/13		769,100		797,311		2.5	%
US Government Note/Bond 1.375%, 3/15/13		783,100		790,533		2.5	%

The db-X 2030 Target Date Fund (the “Fund”) commenced investment operations and its shares began trading on NYSE Arca, Inc. (“NYSE Arca”) on October 1, 2007. The Fund seeks to track the performance, before fees and expenses, of the Zacks 2030 Lifecycle Index. Both the Fund’s equity and bond portfolios held fewer securities than the Zacks 2030 Lifecycle Index, a constraint imposed by the relatively small size of the Fund.

For the year ended May 31, 2012, the Fund’s net asset value decreased -1.17%, compared to a decrease of -0.30% for the Zacks 2030 Lifecycle Index and -4.49% for the Dow Jones Target 2030 Index. The Fund’s performance benefited from favorable results in intermediate-term fixed income securities, offset by the Fund’s exposure to domestic and international equities.

¹ Total returns are calculated based on the commencement of trading, 10/1/07 (“Inception”).

Performance quoted represents past performance, assumes reinvestment of all dividends and capital gain distributions, and does not guarantee future results. Current performance may be higher or lower than the performance quoted. Performance data current to the most recent month end may be obtained by visiting www.dbxstrategicadvisors.db.com. Investment in the fund poses investment risk including possible loss of principal. The investment return and principal value of an investment will fluctuate, so that shares, when sold or redeemed, may be worth more or less than their original cost. The gross expense ratio for the fiscal year ended May 31, 2011, as disclosed in the most recent prospectus dated September 28, 2011, was 1.43%. DBX Strategic Advisors LLC, the advisor to the Fund, has agreed to cap its fees and/or pay certain Fund operating expenses in order to limit Fund net annual operating expenses for shares of the Fund to 0.65% of the Fund’s average net assets until 9/30/12.

Investors should note that although target date funds aim to preserve capital as the target date approaches, there is no guarantee that the Fund will achieve this objective.

Top Ten Holdings³ as of 5/31/12



Top Ten Equity Holdings

Description	Shares		Value		% of Net Assets
Apple, Inc.		1,356		$783,402		2.6%
Exxon Mobil Corp.		8,128		639,104		2.1%
Wal-Mart Stores, Inc.		5,996		394,657		1.3%
Microsoft Corp.		13,264		387,175		1.3%
International Business Machines Corp.		1,890		364,582		1.2%
AT&T, Inc.		10,596		362,066		1.2%
General Electric Co.		18,117		345,854		1.2%
Berkshire Hathaway, Inc., Class B		4,214		334,422		1.1%
Chevron Corp.		3,283		322,751		1.1%
Procter & Gamble (The) Co.		4,873		303,539		1.0%


Top Ten Fixed Income Holdings

Description	Principal Amount		Value		% of Net Assets
US Government Note/Bond 4.375%, 5/15/40		$464,000		$629,373		2.1%
US Government Note/Bond 7.625%, 2/15/25		364,200		603,035		2.0%
US Government Note/Bond 4.50%, 8/15/39		327,400		451,914		1.5%
US Government Note/Bond 4.375%, 2/15/38		271,100		365,688		1.2%
Federal Home Loan Mortgage Corp., MTN, 6.25%, 7/15/32		230,000		345,232		1.2%
US Government Note/Bond 4.375%, 11/15/39		227,400		308,163		1.0%
ConocoPhillips, 5.90%, 10/15/32		167,000		212,748		0.7%
Pacific Gas & Electric Co., 6.05%, 3/01/34		145,000		185,609		0.6%
BellSouth Corp., 6.00%, 11/15/34		156,000		174,813		0.6%
Citigroup, Inc., 8.125%, 7/15/39		129,000		171,646		0.6%

The db-X 2040 Target Date Fund (the “Fund”) commenced investment operations and its shares began trading on NYSE Arca, Inc. (“NYSE Arca”) on October 1, 2007. The Fund seeks to track the performance, before fees and expenses, of the Zacks 2040 Lifecycle Index. Both the Fund’s equity and bond portfolios held fewer securities than the Zacks 2040 Lifecycle Index, a constraint imposed by the relatively small size of the Fund.

For the year ended May 31, 2012, the Fund’s net asset value decreased -4.86%, compared to a decrease of -5.68% for the Zacks 2040 Lifecycle Index and -7.25% for the Dow Jones Target 2040 Index. The Fund’s performance was affected by weak results in domestic and international equities, partially offset by positive performance of intermediate-and long-term fixed income securities.

¹ Total returns are calculated based on the commencement of trading, 10/1/07 (“Inception”).

Performance quoted represents past performance, assumes reinvestment of all dividends and capital gain distributions, and does not guarantee future results. Current performance may be higher or lower than the performance quoted. Performance data current to the most recent month end may be obtained by visiting www.dbxstrategicadvisors.db.com. Investment in the fund poses investment risk including possible loss of principal. The investment return and principal value of an investment will fluctuate, so that shares, when sold or redeemed, may be worth more or less than their original cost. The gross expense ratio for the fiscal year ended May 31, 2011, as disclosed in the most recent prospectus dated September 28, 2011, was 1.43%. DBX Strategic Advisors LLC, the advisor to the Fund, has agreed to cap its fees and/or pay certain Fund operating expenses in order to limit Fund net annual operating expenses for shares of the Fund to 0.65% of the Fund’s average net assets until 9/30/12.

Investors should note that although target date funds aim to preserve capital as the target date approaches, there is no guarantee that the Fund will achieve this objective.

Top Ten Holdings³ as of 5/31/12



Top Ten Equity Holdings

Description	Shares		Value		% of Net Assets
Apple, Inc.		1,581		$913,391		3.2%
Exxon Mobil Corp.		9,633		757,442		2.7%
Wal-Mart Stores, Inc.		7,044		463,635		1.6%
Microsoft Corp.		15,748		459,684		1.6%
International Business Machines Corp.		2,313		446,178		1.6%
AT&T, Inc.		12,478		426,372		1.5%
General Electric Co.		21,315		406,904		1.4%
Berkshire Hathaway, Inc., Class B		4,984		395,530		1.4%
Chevron Corp.		3,934		386,752		1.4%
Pfizer, Inc.		16,174		353,725		1.2%


Top Ten Fixed Income Holdings

Description	Principal Amount		Value		% of Net Assets
US Government Note/Bond 4.625%, 2/15/40		$100,000		$140,750		0.5%
US Government Note/Bond 4.375%, 11/15/39		100,000		135,516		0.5%
US Government Note/Bond 3.875%, 8/15/40		99,000		124,013		0.4%
US Government Note/Bond 4.375%, 5/15/40		88,500		120,042		0.4%
US Government Note/Bond 4.75%, 2/15/41		80,000		114,962		0.4%
BellSouth Corp., 6.00%, 11/15/34		74,000		82,925		0.3%
MidAmerican Energy Holdings Co., 6.125%, 4/01/36		55,000		69,944		0.2%
Pacific Gas & Electric Co., 6.05%, 3/01/34		52,000		66,563		0.2%
Federative Republic of Brazil (Brazil), 7.125%, 1/20/37		48,000		66,480		0.2%
Wal-Mart Stores, Inc., 6.50%, 8/15/37		42,000		57,723		0.2%

The db-X In-Target Date Fund (the “Fund”) commenced investment operations and its shares began trading on NYSE Arca, Inc. (“NYSE Arca”) on October 1, 2007. The Fund seeks to track the performance, before fees and expenses, of the Zacks In-Target Lifecycle Index. Both the Fund’s equity and bond portfolios held fewer securities than the Zacks In-Target Lifecycle Index, a constraint imposed by the relatively small size of the Fund.

For the year ended May 31, 2012, the Fund’s net asset value decreased -1.77%, compared to a decrease of -1.24% for the Zacks In-Target Lifecycle Index and an increase of 3.39% for the Dow Jones Target Today Index.

¹ Total returns are calculated based on the commencement of trading, 10/1/07 (“Inception”).

Performance quoted represents past performance, assumes reinvestment of all dividends and capital gain distributions, and does not guarantee future results. Current performance may be higher or lower than the performance quoted. Performance data current to the most recent month end may be obtained by visiting www.dbxstrategicadvisors.db.com. Investment in the fund poses investment risk including possible loss of principal. The investment return and principal value of an investment will fluctuate, so that shares, when sold or redeemed, may be worth more or less than their original cost. The gross expense ratio for the fiscal year ended May 31, 2011, as disclosed in the most recent prospectus dated September 28, 2011, was 1.66%. DBX Strategic Advisors LLC, the advisor to the Fund, has agreed to cap its fees and/or pay certain Fund operating expenses in order to limit Fund net annual operating expenses for shares of the Fund to 0.65% of the Fund’s average net assets until 9/30/12.

Investors should note that although target date funds aim to preserve capital as the target date approaches, there is no guarantee that the Fund will achieve this objective.

Top Ten Holdings³ as of 5/31/12



Top Ten Equity Holdings

Description	Shares		Value		% of Net Assets
Apple, Inc.		168		$97,058		0.9%
Exxon Mobil Corp.		1,055		82,954		0.8%
Wal-Mart Stores, Inc.		784		51,602		0.5%
Microsoft Corp.		1,670		48,748		0.5%
International Business Machines Corp.		250		48,224		0.5%
General Electric Co.		2,265		43,239		0.4%
AT&T, Inc.		1,265		43,226		0.4%
Berkshire Hathaway, Inc., Class B		539		42,775		0.4%
Chevron Corp.		431		42,372		0.4%
Coca-Cola (The) Co.		531		39,682		0.4%


Top Ten Fixed Income Holdings

Description	Principal Amount		Value		% of Net Assets
US Government Note/Bond 4.75%, 5/15/14		$588,900		$640,152		6.2%
US Government Note/Bond 1.00%, 5/15/14		472,500		479,162		4.6%
US Government Note/Bond 2.875%, 1/13/13		468,800		477,260		4.6%
US Government Note/Bond 1.125%, 12/15/12		415,100		417,322		4.0%
US Government Note/Bond 0.75%, 9/15/13		397,000		399,652		3.9%
US Government Note/Bond 2.625%, 7/31/14		372,000		390,687		3.8%
US Government Note/Bond 0.75%, 12/15/13		383,700		386,638		3.7%
US Government Note/Bond 1.375%, 10/15/12		377,000		378,797		3.7%
US Government Note/Bond 2.50%, 3/31/13		363,700		370,718		3.6%
US Government Note/Bond 1.375%, 9/15/12		369,000		370,398		3.6%

As a shareholder of one or more of the funds of db-X Exchange-Traded Funds Inc. (each, a “Fund” and collectively, the “Funds” or “db-X Target Date Funds”), you incur advisory fees and other Fund expenses. The expense examples below are intended to help you understand your ongoing costs (in dollars) of investing in the Funds and to compare these costs with the ongoing costs of investing in other funds.

The examples are based on an investment of $1,000 made at the beginning of the period and held through the six month period ended May 31, 2012.

The first line in the following tables provides information about actual account values and actual expenses. You may use the information in this line, together with the amount you invested, to estimate the expenses that 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 first line under the heading “Expenses Paid During the Period” to estimate the expenses you paid on your account during this period.

The second line in the following tables provides information about hypothetical account values and hypothetical expenses based on the Funds’ actual expense ratios and an assumed rate of return of 5% per year before expenses (which is not the Funds’ actual return). The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period. You may use this information to compare the ongoing costs of investing in the Fund and other funds. To do so, compare this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of the other funds.

Please note that the expenses shown in the tables are meant to highlight your ongoing costs only, and do not reflect any transactional costs. Therefore the second line in the table is useful in comparing ongoing costs only, and will not help you determine the relative total costs of owning different funds. In addition, if these transactional costs were included, your costs would have been higher.

(1) DBX Strategic Advisors LLC (the “Advisor”), has contractually agreed to reduce its fees and/or pay Fund operating expenses (excluding, among other things, acquired fund fees and expenses, interest, taxes and extraordinary expenses) in order to limit each Fund’s net annual operating expenses for shares of each Fund to 0.65% of the Fund’s average net assets (the “Expense Cap”). The Expense Cap will remain in effect until September 30, 2012. The Advisor is permitted to be reimbursed for fee reductions and/or expense payments made in the prior three fiscal years. This reimbursement may be paid to the Advisor if the aggregate amount actually paid by a Fund toward operating expenses for such fiscal year (taking into account the reimbursement) does not exceed the Expense Cap. Ratios would have been higher if fees were not reduced by the Advisor.

(2) Expenses are calculated using the annualized expense ratio, which represents the ongoing expenses as a percentage of net assets for the period December 1, 2011 to May 31, 2012. Expenses are calculated by multiplying the Fund’s annualized expense ratio by the average account value for the period; then multiplying the result by 183 days and then dividing the result by 366.


	Number of Shares		Value

COMMON STOCKS — 11.8%
Basic Materials — 0.4%
Air Liquide S.A. (France)		27	$	2,920
Allied Nevada Gold Corp.*		33		856
Anglo American PLC (United Kingdom)		139		4,217
BASF SE (Germany)		20		1,394
Bayer AG (Germany)		3		190
BHP Billiton Ltd. (Australia)		193		5,984
BHP Billiton PLC (United Kingdom)		47		1,226
Coeur d’Alene Mines Corp.*		50		845
Dow Chemical (The) Co.		116		3,603
E.I. du Pont de Nemours & Co.		137		6,611
Freeport-McMoRan Copper & Gold, Inc.		100		3,204
Hecla Mining Co.		134		570
Horsehead Holding Corp.*		67		594
Molycorp, Inc.*		67		1,319
Newmont Mining Corp.		47		2,217
Rio Tinto PLC (United Kingdom)		38		1,626
Vulcan Materials Co.		33		1,143
WR Grace & Co.*		67		3,518

				42,037

Communications — 1.4%
Acme Packet, Inc.*		50		1,144
Amazon.com, Inc.*		33		7,026
Anixter International, Inc.		5		288
Aruba Networks, Inc.*		67		880
AT&T, Inc.		498		17,016
Cisco Systems, Inc.		500		8,164
Comcast Corp., Class A		240		6,939
Corning, Inc.		156		2,026
Deutsche Telekom AG (Germany)		290		2,859
DISH Network Corp., Class A		134		3,757
eBay, Inc.*		67		2,626
France Telecom S.A. (France)		197		2,475
Google, Inc., Class A*		19		11,036
Motorola Solutions, Inc.		134		6,443
News Corp., Class A		165		3,168
Nokia OYJ (Finland)		367		964
NTT DoCoMo, Inc. (Japan)		1		1,595
Rackspace Hosting, Inc.*		83		4,106
Sprint Nextel Corp.*		1,202		3,089
Telefonaktiebolaget LM Ericsson, Class B (Sweden)		285		2,419
Thomson Reuters Corp. (Canada)		100		2,747
TIBCO Software, Inc.*		79		2,113
Time Warner, Inc.		123		4,240
United Online, Inc.		200		790
Verizon Communications, Inc.		229		9,536
Vivendi (France)		133		2,148
Vodafone Group PLC (United Kingdom)		2,931		7,805
Walt Disney (The) Co.		185		8,457
Yahoo!, Inc.*		138		2,103

				127,959

Consumer, Cyclical — 1.2%
Ascena Retail Group, Inc.*		67		1,268
Bebe Stores, Inc.		134		855


	Number of Shares		Value

Consumer, Cyclical (Continued)
Brunswick Corp.		67	$	1,467
Cinemark Holdings, Inc.		134		3,090
CROCS, Inc.*		67		1,133
CVS Caremark Corp.		127		5,707
Daimler AG (Germany)		84		3,888
Dana Holding Corp.		100		1,332
Ford Motor Co.		299		3,157
Hennes & Mauritz AB, Class B (Sweden)		102		3,027
Honda Motor Co. Ltd. (Japan)		31		993
Johnson Controls, Inc.		117		3,526
Kohl’s Corp.		134		6,139
Las Vegas Sands Corp.		67		3,094
McDonald’s Corp.		110		9,827
Modine Manufacturing Co.*		67		434
Nike, Inc., Class B		50		5,409
Nintendo Co. Ltd. (Japan)		10		1,164
Nu Skin Enterprises, Inc., Class A		50		2,144
Penske Automotive Group, Inc.		67		1,647
Saks, Inc.*		67		661
Sally Beauty Holdings, Inc.*		67		1,771
Steelcase, Inc., Class A		67		588
Target Corp.		67		3,880
Titan Machinery, Inc.*		67		2,067
Toyota Motor Corp. (Japan)		333		12,911
Wal-Mart Stores, Inc.		301		19,812
Warnaco Group (The), Inc.*		84		3,739
World Fuel Services Corp.		110		4,125

				108,855

Consumer, Non-cyclical — 2.7%
Abbott Laboratories		150		9,269
AMERIGROUP Corp.*		28		1,747
Amgen, Inc.		100		6,952
Amsurg Corp.*		67		1,830
Anheuser-Busch InBev NV (Belgium)		67		4,536
AstraZeneca PLC (United Kingdom)		135		5,440
Brink’s (The) Co.		67		1,526
Bristol-Myers Squibb Co.		134		4,468
British American Tobacco PLC (United Kingdom)		179		8,426
Bruker Corp.*		52		771
Cardinal Health, Inc.		134		5,545
Catalyst Health Solutions, Inc.*		88		7,645
Coca-Cola (The) Co.		181		13,526
CONMED Corp.		67		1,795
Diageo PLC (United Kingdom)		238		5,667
Geo Group (The), Inc.*		67		1,458
Geron Corp.*		267		350
GlaxoSmithKline PLC (United Kingdom)		201		4,449
Harris Teeter Supermarkets, Inc.		25		938
HEALTHSOUTH Corp.*		33		632
Healthways, Inc.*		67		439
Humana, Inc.		67		5,118
Incyte Corp. Ltd.*		67		1,428
Intuitive Surgical, Inc.*		13		6,800
Invacare Corp.		67		998
JM Smucker (The) Co.		67		5,130


	Number of Shares		Value

Consumer, Non-cyclical (Continued)
Johnson & Johnson		224	$	13,983
Kindred Healthcare, Inc.*		67		554
Kraft Foods, Inc., Class A		152		5,817
Lexicon Pharmaceuticals, Inc.*		668		1,062
Live Nation Entertainment, Inc.*		83		776
Magellan Health Services, Inc.*		7		295
MannKind Corp.*		334		608
Merck & Co., Inc.		284		10,673
Molina Healthcare, Inc.*		67		1,709
Navigant Consulting, Inc.*		134		1,604
Nestle S.A. (Switzerland)		217		12,293
Novartis AG (Switzerland)		135		7,009
Pfizer, Inc.		723		15,811
Procter & Gamble (The) Co.		228		14,202
Quidel Corp.*		67		1,053
Roche Holding AG (Switzerland)		33		5,148
Rollins, Inc.		121		2,570
Salix Pharmaceuticals Ltd.*		50		2,591
Sanofi (France)		24		1,632
Seaboard Corp.*		1		1,986
Seattle Genetics, Inc.*		67		1,305
Select Medical Holdings Corp.*		67		619
Sirona Dental Systems, Inc.*		43		1,840
Sotheby’s		50		1,525
Tesco PLC (United Kingdom)		779		3,628
Teva Pharmaceutical Industries Ltd. (Israel)		93		3,726
Unilever NV (Netherlands)		159		5,002
Unilever PLC (United Kingdom)		125		3,927
United Rentals, Inc.*		67		2,315
UnitedHealth Group, Inc.		114		6,358
Viropharma, Inc.*		67		1,349
Visa, Inc., Class A		93		10,713

				250,566

Energy — 1.1%
Berry Petroleum Co., Class A		40		1,556
BG Group PLC (United Kingdom)		71		1,358
Bill Barrett Corp.*		89		1,719
BP PLC (United Kingdom)		1,020		6,200
Cameron International Corp.*		67		3,061
Chevron Corp.		150		14,747
ConocoPhillips		126		6,572
Crosstex Energy, Inc.		67		905
Dril-Quip, Inc.*		9		545
Endeavour International Corp.*		67		669
ENI S.p.A (Italy)		275		5,304
EQT Corp.		67		3,107
Exxon Mobil Corp.		397		31,216
Halliburton Co.		67		2,014
McMoRan Exploration Co.*		67		652
Peabody Energy Corp.		74		1,729
Royal Dutch Shell PLC, Class A (United Kingdom)		201		6,221
Royal Dutch Shell PLC, Class B (United Kingdom)		105		3,359
RPC, Inc.		112		1,163
Schlumberger Ltd. (Netherland Antilles)		105		6,641


	Number of Shares		Value

Energy (Continued)
Southwestern Energy Co.*		96	$	2,691
Total S.A. (France)		128		5,502
Vantage Drilling Co.*		667		1,001

				107,932

Financial — 2.3%
1st Source Corp.		67		1,428
Allianz SE (Germany)		47		4,249
Allstate (The) Corp.		200		6,788
Alterra Capital Holdings Ltd. (Bermuda)		67		1,488
American Campus Communities, Inc. REIT		7		307
American Capital Agency Corp.		67		2,189
American Capital Ltd.*		184		1,704
American Express Co.		100		5,583
American International Group, Inc.*		134		3,910
Apollo Investment Corp.		150		1,116
Australia & New Zealand Banking Group Ltd. (Australia)		186		3,771
AvalonBay Communities, Inc. REIT		40		5,590
Banco Bilbao Vizcaya Argentaria S.A. (Spain)		317		1,804
Banco Santander S.A. (Spain)		310		1,646
Bank of America Corp.		960		7,056
Barclays PLC (United Kingdom)		757		2,054
Berkshire Hathaway, Inc., Class B*		212		16,824
BioMed Realty Trust, Inc. REIT		33		596
BNP Paribas (France)		83		2,640
Boston Private Financial Holdings, Inc.		200		1,804
Boston Properties, Inc. REIT		80		8,233
CBL & Associates Properties, Inc. REIT		100		1,746
Charles Schwab (The) Corp.		112		1,396
Chemical Financial Corp.		67		1,362
Citigroup, Inc.		228		6,044
Commonwealth Bank of Australia (Australia)		129		6,181
Credit Suisse Group AG (Switzerland)		71		1,345
DCT Industrial Trust, Inc. REIT		134		780
Deutsche Bank AG (Germany) (a)		56		2,014
Equity One, Inc. REIT		73		1,450
Franklin Resources, Inc.		21		2,243
Goldman Sachs Group (The), Inc.		39		3,732
Hatteras Financial Corp. REIT		67		1,913
HCP, Inc. REIT		134		5,473
HFF, Inc., Class A*		67		876
Highwoods Properties, Inc. REIT		54		1,742
HSBC Holdings PLC (United Kingdom)		1,027		8,054
Invesco Mortgage Capital, Inc. REIT		67		1,215
JPMorgan Chase & Co		315		10,443
Kilroy Realty Corp. REIT		50		2,296
LaSalle Hotel Properties REIT		50		1,379
Meadowbrook Insurance Group, Inc.		134		1,191
MFA Financial, Inc. REIT		226		1,722
Mizuho Financial Group, Inc. (Japan)		1,113		1,632
National Australia Bank Ltd. (Australia)		175		3,816
National Retail Properties, Inc. REIT		65		1,722
NewStar Financial, Inc.*		134		1,498
Nordea Bank AB (Sweden)		300		2,216
OMEGA Healthcare Investors, Inc. REIT		65		1,372
PennantPark Investment Corp.		134		1,307


	Number of Shares		Value

Financial (Continued)
Pinnacle Financial Partners, Inc.*		67	$	1,143
Primerica, Inc.		67		1,613
S&T Bancorp, Inc.		67		1,150
Simon Property Group, Inc. REIT		42		6,196
Societe Generale (France)*		47		933
Standard Chartered PLC (United Kingdom)		192		3,868
Sumitomo Mitsui Financial Group, Inc. (Japan)		81		2,364
T. Rowe Price Group, Inc.		83		4,780
Tanger Factory Outlet Centers, Inc. REIT		67		2,078
UBS AG (Switzerland)		337		3,797
Washington Real Estate Investment Trust REIT		33		929
Wells Fargo & Co.		472		15,127
WesBanco, Inc.		67		1,362
Westamerica Bancorporation		67		2,996
Westpac Banking Corp. (Australia)		261		5,137
Weyerhaeuser Co. REIT		239		4,758
Zurich Financial Services AG (Switzerland)		15		3,066

				220,237

Industrial — 0.9%
ABB Ltd. (Switzerland)		219		3,428
Caterpillar, Inc.		66		5,782
CLARCOR, Inc.		21		1,025
Cymer, Inc.*		67		3,629
Drew Industries, Inc.*		67		1,779
Eaton Corp.		36		1,536
Emerson Electric Co.		87		4,069
FedEx Corp.		50		4,457
General Dynamics Corp.		25		1,600
General Electric Co.		910		17,372
GrafTech International Ltd.*		76		811
Greenbrier Cos., Inc.*		67		927
Ingersoll-Rand PLC (Ireland)		134		5,536
Jacobs Engineering Group, Inc.*		67		2,380
John Bean Technologies Corp.		67		933
Koninklijke Philips Electronics NV (Netherlands)		106		1,874
Measurement Specialties, Inc.*		67		2,188
Multi-Fineline Electronix, Inc.*		67		1,660
Nordson Corp.		33		1,769
Republic Services, Inc.		158		4,164
Schneider Electric S.A. (France)		44		2,343
Siemens AG (Germany)		36		2,961
Silgan Holdings, Inc.		58		2,424
Stanley Black & Decker, Inc.		67		4,439
Thermo Fisher Scientific, Inc.		50		2,524
United Parcel Service, Inc., Class B		77		5,770
Vinci S.A. (France)		41		1,638

				89,018

Technology — 1.6%
Accenture PLC, Class A (Ireland)		67		3,826
Activision Blizzard, Inc.		401		4,708
Apple, Inc.*		74		42,753
Ariba, Inc.*		67		3,010
Concur Technologies, Inc.*		21		1,299
Deltek, Inc.*		134		1,406
EPIQ Systems, Inc.		67		739


	Number of Shares		Value

Technology (Continued)
Fortinet, Inc.*		67	$	1,424
Hewlett-Packard Co.		200		4,536
Intel Corp.		417		10,776
International Business Machines Corp.		100		19,289
Jack Henry & Associates, Inc.		69		2,278
MedAssets, Inc.*		67		758
Microsemi Corp.*		67		1,183
Microsoft Corp.		679		19,820
Monolithic Power Systems, Inc.*		67		1,259
Monotype Imaging Holdings, Inc.*		67		918
Omnicell, Inc.*		67		877
Oracle Corp.		468		12,388
Parametric Technology Corp.*		73		1,475
QLIK Technologies, Inc.*		67		1,523
QUALCOMM, Inc.		134		7,680
Quest Software, Inc.*		85		2,125
Riverbed Technology, Inc.*		95		1,558
Silicon Graphics International Corp.*		67		395
Silicon Image, Inc.*		200		884
TriQuint Semiconductor, Inc.*		67		349
VeriFone Systems, Inc.*		50		1,806
Xerox Corp.		534		3,855

				154,897

Utilities — 0.2%
CenterPoint Energy, Inc.		134		2,711
E.ON AG (Germany)		198		3,618
GDF Suez (France)		121		2,390
Piedmont Natural Gas Co., Inc.		124		3,760
Southern Co.		39		1,790

				14,269

TOTAL COMMON STOCKS (Cost $1,213,272)				1,115,770


	Principal Amount		Value

CORPORATE BONDS — 11.5%
Basic Materials — 0.1%
BHP Billiton Finance USA Ltd. (Australia) 4.80%, 4/15/13	$	13,000		13,479

Communications — 0.8%
Cellco Partnership/Verizon Wireless Capital LLC 5.55%, 2/01/14		25,000		26,854
Comcast Cable Communications Holdings, Inc. 8.375%, 3/15/13		40,000		42,301
Google, Inc. 1.25%, 5/19/14		7,000		7,110

				76,265

Consumer, Cyclical — 0.3%
Wal-Mart Stores, Inc. 4.55%, 5/01/13		23,000		23,829

Consumer, Non-cyclical — 0.8%
Kroger (The) Co. 5.50%, 2/01/13		30,000		30,936


	Principal Amount		Value

Consumer, Non-cyclical (Continued)
Wyeth 5.50%, 2/01/14	$	37,000	$	40,020

				70,956

Energy — 1.0%
Apache Corp. 5.25%, 4/15/13		21,000		21,806
BP Capital Markets PLC (United Kingdom) 3.625%, 5/08/14		23,000		24,089
Spectra Energy Capital LLC 6.25%, 2/15/13		47,000		48,519

				94,414

Financial — 5.9%
Bank of America Corp., MTN 3.125%, 6/15/12		87,000		87,070
Bank of America Corp. 4.875%, 1/15/13		73,000		74,287
Bank of New York Mellon (The) Corp. 4.30%, 5/15/14		57,000		60,932
Boeing Capital Corp. 5.80%, 1/15/13		37,000		38,200
Boston Properties LP 6.25%, 1/15/13		1,000		1,031
Caterpillar Financial Services Corp., MTN 6.125%, 2/17/14		13,000		14,150
Citigroup, Inc. 6.375%, 8/12/14		20,000		21,460
General Electric Capital Corp., Series G, MTN 5.25%, 10/19/12		30,000		30,537
HSBC Finance Corp. 6.375%, 11/27/12		42,000		43,063
JPMorgan Chase & Co. 5.75%, 1/02/13		74,000		75,967
Morgan Stanley 5.30%, 3/01/13		49,000		49,989
Prudential Financial, Inc., Series B, MTN 5.10%, 9/20/14		22,000		23,694
Wachovia Corp. 5.25%, 8/01/14		33,000		35,308

				555,688

Government — 2.0%
European Investment Bank, MTN (Supranational) 4.625%, 5/15/14		128,000		137,149
Inter-American Development Bank (Supranational) 4.375%, 9/20/12		55,000		55,646

				192,795

Technology — 0.3%
Hewlett-Packard Co. 6.125%, 3/01/14		25,000		26,877

Utilities — 0.3%
Exelon Generation Co. LLC 5.35%, 1/15/14		30,000		31,865

TOTAL CORPORATE BONDS (Cost $1,070,236)				1,086,168


	Principal Amount		Value

UNITED STATES GOVERNMENT & AGENCIES OBLIGATIONS — 76.3%
Federal Home Loan Mortgage Corp. — 4.3%
4.50%, 1/15/13	$	396,000	$	406,607

Federal National Mortgage Association — 1.4%
1.50%, 6/26/13		127,000		128,746

United States Treasury Bonds/ Notes — 70.6%
1.75%, 8/15/12		445,800		447,367
1.375%, 10/15/12		507,600		510,019
1.125%, 12/15/12		555,700		558,674
1.375%, 2/15/13		151,700		152,992
1.375%, 3/15/13		152,300		153,746
1.375%, 5/15/13		323,900		327,519
3.50%, 5/31/13		429,500		443,593
1.125%, 6/15/13		260,500		262,993
1.00%, 7/15/13		84,800		85,545
3.375%, 7/31/13		410,700		425,765
3.125%, 8/31/13		414,100		429,047
0.75%, 9/15/13		434,100		437,000
0.75%, 12/15/13		437,500		440,850
1.00%, 5/15/14		470,900		477,541
4.75%, 5/15/14		763,800		830,274
2.375%, 8/31/14		537,000		561,920
0.375%, 11/15/14		132,000		132,206

				6,677,051

TOTAL UNITED STATES GOVERNMENT & AGENCIES OBLIGATIONS (Cost $7,160,437)				7,212,404

SOVEREIGN BOND — 0.3%
United Mexican States, Series A, MTN (Mexico) 6.375%, 1/16/13		26,000		26,884

TOTAL SOVEREIGN BOND (Cost $26,306)				26,884

RIGHTS — 0.0% (b)
Basic Materials — 0.0% (b)
Air Liquide S.A., expires 6/08/12* (France)		27		292

Communications — 0.0% (b)
Vivendi, expires 5/31/31* (France)		9		5

TOTAL RIGHTS (Cost $0)				297


TOTAL INVESTMENTS — 99.9% (Cost $9,470,251)			$	9,441,523
Other assets less liabilities — 0.1%				12,654

NET ASSETS — 100.0%			$	9,454,177

MTN – Medium Term Note.

REIT – Real Estate Investment Trust.

* Non-income producing securities.

(a) Affiliated company. The Advisor is a subsidiary of Deutsche Bank AG. Therefore, Deutsche Bank AG is considered to be affiliated with the Fund.

(b) Less than 0.1%.


	Number of Shares		Value

COMMON STOCKS — 53.4%
Basic Materials — 2.4%
Air Liquide S.A. (France)		220	$	23,794
Allied Nevada Gold Corp.*		525		13,619
Anglo American PLC (United Kingdom)		1,009		30,610
BASF SE (Germany)		699		48,728
Bayer AG (Germany)		627		39,647
BHP Billiton Ltd. (Australia)		2,606		80,809
BHP Billiton PLC (United Kingdom)		1,829		47,702
Coeur d’Alene Mines Corp.*		543		9,177
Dow Chemical (The) Co.		1,588		49,323
E.I. du Pont de Nemours & Co.		1,170		56,464
Freeport-McMoRan Copper & Gold, Inc.		1,120		35,885
Hecla Mining Co.		1,838		7,812
Horsehead Holding Corp.*		1,600		14,176
Linde AG (Germany)		130		19,948
Molycorp, Inc.*		613		12,064
Newcrest Mining Ltd. (Australia)		586		14,164
Newmont Mining Corp.		590		27,824
Quaker Chemical Corp.		438		18,304
Rio Tinto Ltd. (Australia)		314		17,318
Rio Tinto PLC (United Kingdom)		1,193		51,046
Rockwood Holdings, Inc.*		500		24,200
Syngenta AG (Switzerland)		84		26,883
Vulcan Materials Co.		806		27,928
Westlake Chemical Corp.		525		28,607
WR Grace & Co.*		525		27,563
Xstrata PLC (United Kingdom)		1,814		25,756

				779,351

Communications — 6.2%
AboveNet, Inc.*		175		14,581
Acme Packet, Inc.*		560		12,813
Amazon.com, Inc.*		625		133,069
Anixter International, Inc		186		10,697
Aruba Networks, Inc.*		900		11,826
AT&T, Inc.		8,063		275,513
Cisco Systems, Inc.		6,802		111,077
Comcast Corp., Class A		3,644		105,348
Corning, Inc.		2,004		26,031
Deutsche Telekom AG (Germany)		2,270		22,381
DISH Network Corp., Class A		2,450		68,698
eBay, Inc.*		1,488		58,315
France Telecom S.A. (France)		1,805		22,675
Google, Inc., Class A*		345		200,396
InterDigital, Inc.		262		6,469
IPG Photonics Corp.*		350		14,980
Motorola Solutions, Inc.		2,188		105,199
News Corp., Class A		2,384		45,773
Nokia OYJ (Finland)		4,017		10,550
NTT DoCoMo, Inc. (Japan)		15		23,930
Rackspace Hosting, Inc.*		885		43,781
Softbank Corp. (Japan)		613		19,153
Sprint Nextel Corp.*		17,938		46,101
Telefonaktiebolaget LM Ericsson, Class B (Sweden)		2,537		21,529
Thomson Reuters Corp. (Canada)		1,190		32,689
TIBCO Software, Inc.*		1,185		31,699


	Number of Shares		Value

Communications (Continued)
Time Warner, Inc.		1,298	$	44,742
United Online, Inc.		2,888		11,408
Verizon Communications, Inc.		3,564		148,405
Viasat, Inc.*		350		14,707
Vivendi (France)		1,122		18,118
Vodafone Group PLC (United Kingdom)		44,731		119,106
Walt Disney (The) Co.		2,427		110,938
Yahoo!, Inc.*		1,738		26,487

				1,969,184

Consumer, Cyclical — 5.2%
Alaska Air Group, Inc.*		524		17,973
Ascena Retail Group, Inc.*		1,240		23,473
Bayerische Motoren Werke AG (Germany)		235		17,754
Bebe Stores, Inc.		2,363		15,076
Brunswick Corp.		613		13,425
Cabela’s, Inc.*		525		18,554
Cash America International, Inc.		280		12,454
Cie Financiere Richemont S.A. (Switzerland)		445		25,347
Cinemark Holdings, Inc.		823		18,978
Columbia Sportswear Co.		285		13,706
CROCS, Inc.*		613		10,366
CVS Caremark Corp.		1,734		77,926
Daimler AG (Germany)		762		35,266
Dana Holding Corp.		974		12,974
Deckers Outdoor Corp.*		245		13,639
Dillard’s, Inc., Class A		332		22,324
DSW, Inc., Class A		262		15,636
Ezcorp, Inc., Class A*		262		6,183
Ford Motor Co.		4,994		52,737
Hennes & Mauritz AB, Class B (Sweden)		843		25,021
Honda Motor Co. Ltd. (Japan)		1,136		36,391
Johnson Controls, Inc.		910		27,427
Kohl’s Corp.		1,575		72,167
Las Vegas Sands Corp.		788		36,390
McDonald’s Corp.		1,298		115,963
Men’s Wearhouse (The), Inc.		367		13,208
Mitsubishi Corp. (Japan)		1,024		20,045
Mitsui & Co. Ltd. (Japan)		1,224		17,233
Nike, Inc., Class B		625		67,612
Nintendo Co. Ltd. (Japan)		90		10,479
Nu Skin Enterprises, Inc., Class A		473		20,282
Penske Automotive Group, Inc.		673		16,542
Polaris Industries, Inc.		525		39,884
Red Robin Gourmet Burgers, Inc.*		438		14,016
Saks, Inc.*		1,304		12,857
Sally Beauty Holdings, Inc.*		1,313		34,703
Sony Corp. (Japan)		707		9,467
Steelcase, Inc., Class A		963		8,446
Target Corp.		875		50,671
Titan Machinery, Inc.*		700		21,595
Toyota Motor Corp. (Japan)		2,300		89,166
Ulta Salon Cosmetics & Fragrance, Inc.*		438		39,144
Under Armour, Inc., Class A*		395		39,788
Volvo AB, Class B (Sweden)		1,269		14,233
Wal-Mart Stores, Inc.		4,540		298,822
Warnaco Group (The), Inc.*		312		13,887


	Number of Shares		Value

Consumer, Cyclical (Continued)
Watsco, Inc.		248	$	18,255
Wesfarmers Ltd. (Australia)		870		24,641
Wolverine World Wide, Inc.		350		14,879
World Fuel Services Corp.		414		15,525

				1,662,530

Consumer, Non-cyclical — 11.1%
Abbott Laboratories		2,077		128,338
Acacia Research — Acacia Technologies*		262		9,110
AMERIGROUP Corp.*		370		23,088
Amgen, Inc.		1,324		92,044
Amsurg Corp.*		262		7,158
Anheuser-Busch InBev NV (Belgium)		605		40,956
AstraZeneca PLC (United Kingdom)		1,235		49,764
Brink’s (The) Co.		350		7,970
Bristol-Myers Squibb Co.		2,100		70,014
British American Tobacco PLC (United Kingdom)		1,637		77,062
Bruker Corp.*		1,166		17,292
Cardinal Health, Inc.		2,113		87,435
Catalyst Health Solutions, Inc.*		367		31,881
Centene Corp.*		297		10,734
Coca-Cola (The) Co.		2,885		215,596
CONMED Corp.		262		7,019
Cubist Pharmaceuticals, Inc.*		438		17,573
DANONE S.A. (France)		465		29,834
Diageo PLC (United Kingdom)		2,140		50,955
Geo Group (The), Inc.*		525		11,424
Geron Corp.*		4,288		5,617
GlaxoSmithKline PLC (United Kingdom)		4,130		91,409
Harris Teeter Supermarkets, Inc.		445		16,701
HEALTHSOUTH Corp.*		700		13,398
Healthways, Inc.*		1,050		6,878
Humana, Inc.		1,050		80,210
Imperial Tobacco Group PLC (United Kingdom)		829		29,883
Incyte Corp. Ltd.*		875		18,646
Intuitive Surgical, Inc.*		201		105,143
JM Smucker (The) Co.		700		53,592
Johnson & Johnson		3,677		229,554
Kraft Foods, Inc., Class A		2,386		91,311
Lancaster Colony Corp.		157		10,569
Lexicon Pharmaceuticals, Inc.*		10,151		16,140
Live Nation Entertainment, Inc.*		1,312		12,267
Magellan Health Services, Inc.*		269		11,344
MannKind Corp.*		4,813		8,760
Mastercard, Inc., Class A		154		62,603
Medicis Pharmaceutical Corp., Class A		438		15,812
Merck & Co., Inc.		4,053		152,312
Molina Healthcare, Inc.*		350		8,929
Navigant Consulting, Inc.*		1,488		17,811
Nestle S.A. (Switzerland)		2,867		162,416
Novartis AG (Switzerland)		1,719		89,245
Novo Nordisk A/S, Class B (Denmark)		325		43,237
Onyx Pharmaceuticals, Inc.*		525		24,035
Pfizer, Inc.		10,549		230,706
Procter & Gamble (The) Co.		3,685		229,539
Quidel Corp.*		1,050		16,506
Roche Holding AG (Switzerland)		581		90,640


	Number of Shares		Value

Consumer, Non-cyclical (Continued)
Rollins, Inc.		1,102	$	23,406
Salix Pharmaceuticals Ltd.*		385		19,947
Sanofi (France)		848		57,668
Seaboard Corp.*		9		17,877
Seattle Genetics, Inc.*		963		18,759
Select Medical Holdings Corp.*		1,189		10,986
Sirona Dental Systems, Inc.*		375		16,043
Sotheby’s		367		11,194
Takeda Pharmaceutical Co. Ltd. (Japan)		539		22,511
Tesco PLC (United Kingdom)		6,994		32,569
Teva Pharmaceutical Industries Ltd. (Israel)		872		34,936
Tootsie Roll Industries, Inc.		450		10,058
TreeHouse Foods, Inc.*		350		19,954
Unilever NV (Netherlands)		1,326		41,718
Unilever PLC (United Kingdom)		1,137		35,718
United Rentals, Inc.*		438		15,133
UnitedHealth Group, Inc.		1,444		80,531
Viropharma, Inc.*		515		10,372
Visa, Inc., Class A		993		114,393

				3,524,233

Diversified — 0.1%
Compass Diversified Holdings		100		1,312
Hutchison Whampoa Ltd. (Hong Kong)		1,750		14,398
LVMH Moet Hennessy Louis Vuitton S.A. (France)		181		26,721

				42,431

Energy — 5.4%
Berry Petroleum Co., Class A		310		12,062
BG Group PLC (United Kingdom)		2,898		55,421
Bill Barrett Corp.*		310		5,986
BP PLC (United Kingdom)		15,427		93,767
Cameron International Corp.*		1,400		63,966
CARBO Ceramics, Inc.		122		9,926
Chevron Corp.		2,449		240,761
ConocoPhillips		1,786		93,158
Crosstex Energy, Inc.		1,313		17,739
Dril-Quip, Inc.*		300		18,177
Endeavour International Corp.*		1,138		11,369
ENI S.p.A (Italy)		2,107		40,641
EQT Corp.		788		36,547
Exxon Mobil Corp.		6,242		490,809
Halliburton Co.		1,050		31,563
McMoRan Exploration Co.*		1,050		10,217
Peabody Energy Corp.		1,543		36,044
Royal Dutch Shell PLC, Class A (United Kingdom)		2,809		86,945
Royal Dutch Shell PLC, Class B (United Kingdom)		2,010		64,302
RPC, Inc.		1,482		15,383
Schlumberger Ltd. (Netherland Antilles)		1,688		106,766
Southwestern Energy Co.*		1,815		50,874
Statoil ASA (Norway)		905		20,419
Total S.A. (France)		1,715		73,720
Vantage Drilling Co.*		9,975		14,963
Woodside Petroleum Ltd. (Australia)		695		21,686

				1,723,211


	Number of Shares		Value

Financial — 10.4%
1st Source Corp.		788	$	16,792
Alexander’s, Inc. REIT		28		10,952
Allianz SE (Germany)		380		34,351
Allstate (The) Corp.		3,325		112,851
Alterra Capital Holdings Ltd. (Bermuda)		788		17,501
American Campus Communities, Inc. REIT		432		18,965
American Capital Agency Corp. REIT		963		31,461
American Capital Ltd.*		2,467		22,844
American Express Co.		1,534		85,643
American International Group, Inc.*		2,538		74,059
Apollo Investment Corp.		1,959		14,575
Australia & New Zealand Banking Group Ltd. (Australia)		2,244		45,490
AvalonBay Communities, Inc. REIT		525		73,369
AXA S.A. (France)		1,377		15,461
Banco Bilbao Vizcaya Argentaria S.A. (Spain)		3,398		19,335
Banco Santander S.A. (Spain)		7,234		38,417
Bank of America Corp.		14,471		106,362
Barclays PLC (United Kingdom)		10,763		29,206
Berkshire Hathaway, Inc., Class B*		3,224		255,856
BioMed Realty Trust, Inc. REIT		953		17,202
BNP Paribas (France)		944		30,026
Boston Private Financial Holdings, Inc.		2,800		25,256
Boston Properties, Inc. REIT		832		85,637
CBL & Associates Properties, Inc. REIT		1,074		18,752
Charles Schwab (The) Corp.		1,602		19,961
Chemical Financial Corp.		963		19,578
Citigroup, Inc.		3,846		101,957
Cohen & Steers, Inc.		262		8,476
Commonwealth Bank of Australia (Australia)		1,221		58,505
Credit Acceptance Corp.*		175		14,830
Credit Suisse Group AG (Switzerland)		969		18,358
DCT Industrial Trust, Inc. REIT		1,838		10,697
Deutsche Bank AG (Germany) (a)		785		28,230
Entertainment Properties Trust REIT		315		13,000
Equity Lifestyle Properties, Inc. REIT		215		14,160
Equity One, Inc. REIT		1,005		19,959
Equity Residential REIT		420		25,662
Franklin Resources, Inc.		305		32,571
GAMCO Investors, Inc., Class A		175		7,264
Goldman Sachs Group (The), Inc.		676		64,693
Hatteras Financial Corp. REIT		525		14,989
HCP, Inc. REIT		2,450		100,057
HFF, Inc., Class A*		1,138		14,885
Highwoods Properties, Inc. REIT		561		18,098
Home Properties, Inc. REIT		262		15,704
HSBC Holdings PLC (United Kingdom)		14,892		116,782
ING Groep NV (Netherlands)*		3,256		18,805
Invesco Mortgage Capital, Inc. REIT		525		9,524
JPMorgan Chase & Co.		5,080		168,403
Kilroy Realty Corp. REIT		497		22,817
LaSalle Hotel Properties REIT		700		19,306
Lloyds Banking Group PLC (United Kingdom)*		45,085		17,612
Meadowbrook Insurance Group, Inc.		1,750		15,558
MFA Financial, Inc. REIT		2,748		20,940
Mid-America Apartment Communities, Inc. REIT		256		17,252


	Number of Shares		Value

Financial (Continued)
Mitsubishi UFJ Financial Group, Inc. (Japan)		8,899	$	38,585
Mizuho Financial Group, Inc. (Japan)		14,901		21,853
National Australia Bank Ltd. (Australia)		1,933		42,148
National Retail Properties, Inc. REIT		573		15,179
NewStar Financial, Inc.*		1,663		18,592
Nordea Bank AB (Sweden)		2,169		16,020
OMEGA Healthcare Investors, Inc. REIT		854		18,028
PennantPark Investment Corp.		1,575		15,356
Pinnacle Financial Partners, Inc.*		1,225		20,899
Post Properties, Inc. REIT		350		16,944
Primerica, Inc.		525		12,637
ProAssurance Corp.		220		19,391
Prosperity Bancshares, Inc.		381		16,276
Prudential PLC (United Kingdom)		2,256		23,542
Public Storage REIT		210		28,029
S&T Bancorp, Inc.		963		16,535
Signature Bank*		245		15,045
Simon Property Group, Inc. REIT		381		56,205
Societe Generale (France)*		683		13,563
Standard Chartered PLC (United Kingdom)		1,753		35,319
Sumitomo Mitsui Financial Group, Inc. (Japan)		927		27,060
SVB Financial Group*		315		18,793
T. Rowe Price Group, Inc.		1,531		88,171
Tanger Factory Outlet Centers, Inc. REIT		621		19,257
UBS AG (Switzerland)		3,071		34,605
Universal Health Realty Income Trust REIT		490		18,939
Washington Real Estate Investment Trust REIT		421		11,847
Wells Fargo & Co.		6,512		208,709
WesBanco, Inc.		875		17,789
Westamerica Bancorporation		294		13,145
Westpac Banking Corp. (Australia)		2,425		47,725
Weyerhaeuser Co. REIT		3,145		62,617
Zurich Financial Services AG (Switzerland)		127		25,955

				3,303,754

Industrial — 4.7%
ABB Ltd. (Switzerland)		1,874		29,332
Actuant Corp., Class A		525		13,739
Acuity Brands, Inc.		420		22,890
AO Smith Corp.		350		16,156
Brady Corp., Class A		297		8,150
Caterpillar, Inc.		774		67,818
CIE de St-Gobain (France)		363		12,846
CLARCOR, Inc.		342		16,690
Clean Harbors, Inc.*		385		23,897
Cymer, Inc.*		262		14,193
Drew Industries, Inc.*		788		20,921
Eaton Corp.		442		18,856
Emerson Electric Co.		1,029		48,125
EnerSys*		427		14,082
Fanuc Corp. (Japan)		116		20,000
FedEx Corp.		420		37,439
FEI Co.*		262		11,992
General Dynamics Corp.		525		33,606
General Electric Co.		13,892		265,198
Genesee & Wyoming, Inc., Class A*		262		13,129
Golar LNG Ltd. (Bermuda)*		438		15,343


	Number of Shares		Value

Industrial (Continued)
GrafTech International Ltd.*		828	$	8,835
Greenbrier Cos., Inc.*		788		10,906
HEICO Corp.		437		18,205
Hitachi Ltd. (Japan)		3,500		20,041
Ingersoll-Rand PLC (Ireland)		2,179		90,014
Jacobs Engineering Group, Inc.*		788		27,989
John Bean Technologies Corp.		875		12,189
Komatsu Ltd. (Japan)		753		18,034
Koninklijke Philips Electronics NV (Netherlands)		912		16,125
Measurement Specialties, Inc.*		525		17,152
Mitsubishi Electric Corp. (Japan)		1,224		9,631
Multi-Fineline Electronix, Inc.*		875		21,674
Nordson Corp.		525		28,145
Norfolk Southern Corp.		438		28,698
Old Dominion Freight Line, Inc.*		438		19,079
Polypore International, Inc.*		350		12,947
Republic Services, Inc.		2,375		62,604
Robbins & Myers, Inc.		262		11,945
Sauer-Danfoss, Inc.		350		12,646
Schneider Electric S.A. (France)		404		21,515
Siemens AG (Germany)		651		53,536
Silgan Holdings, Inc.		504		21,067
Stanley Black & Decker, Inc.		1,050		69,563
Teledyne Technologies, Inc.*		262		15,610
Thermo Fisher Scientific, Inc.		560		28,269
Triumph Group, Inc.		350		20,944
United Parcel Service, Inc., Class B		1,223		91,651
Vinci S.A. (France)		397		15,858

				1,509,274

Technology — 7.2%
Accenture PLC, Class A (Ireland)		788		44,995
Activision Blizzard, Inc.		6,475		76,017
Apple, Inc.*		1,033		596,795
Ariba, Inc.*		700		31,451
CACI International, Inc., Class A*		184		7,875
Canon, Inc. (Japan)		875		35,150
Concur Technologies, Inc.*		413		25,544
Deltek, Inc.*		2,363		24,788
EPIQ Systems, Inc.		1,225		13,512
Fortinet, Inc.*		1,400		29,750
Hewlett-Packard Co.		2,800		63,504
Intel Corp.		6,595		170,415
International Business Machines Corp.		1,465		282,598
Jack Henry & Associates, Inc.		669		22,084
Mantech International Corp., Class A		262		5,712
MedAssets, Inc.*		500		5,660
Mentor Graphics Corp.*		1,089		15,355
Microsemi Corp.*		700		12,362
Microsoft Corp.		10,313		301,035
Monolithic Power Systems, Inc.*		1,225		23,018
Monotype Imaging Holdings, Inc.*		1,225		16,783
Omnicell, Inc.*		1,050		13,745
Oracle Corp.		6,738		178,354
Parametric Technology Corp.*		998		20,160
QLIK Technologies, Inc.*		613		13,933
QUALCOMM, Inc.		2,100		120,350
Quality Systems, Inc.		397		11,358
Quest Software, Inc.*		682		17,050


	Number of Shares		Value

Technology (Continued)
Riverbed Technology, Inc.*		1,243	$	20,385
Silicon Graphics International Corp.*		1,050		6,185
Silicon Image, Inc.*		2,713		11,991
TriQuint Semiconductor, Inc.*		1,477		7,695
VeriFone Systems, Inc.*		665		24,013
Xerox Corp.		8,362		60,373

				2,309,995

Utilities — 0.7%
CenterPoint Energy, Inc.		2,450		49,563
E.ON AG (Germany)		1,482		27,083
ENEL S.p.A (Italy)		6,342		18,051
GDF Suez (France)		1,116		22,044
Iberdrola S.A. (Spain)		3,641		13,843
National Grid PLC (United Kingdom)		2,936		29,373
Piedmont Natural Gas Co., Inc.		415		12,583
South Jersey Industries, Inc.		175		8,472
Southern Co.		1,127		51,741

				232,753

TOTAL COMMON STOCKS (Cost $17,842,241)				17,056,716

PREFERRED STOCKS — 0.1%
Consumer, Cyclical — 0.1%
Volkswagen AG (Germany)		115		18,357

TOTAL PREFERRED STOCKS (Cost $24,595)				18,357


	Principal Amount		Value

CORPORATE BONDS — 9.5%
Basic Materials — 0.2%
BHP Billiton Finance USA Ltd. (Australia) 4.80%, 4/15/13	$	48,000		49,767

Communications — 0.7%
Cellco Partnership/Verizon Wireless Capital LLC 5.55%, 2/01/14		82,000		88,080
Comcast Cable Communications Holdings, Inc. 8.375%, 3/15/13		92,000		97,293
Google, Inc. 1.25%, 5/19/14		17,000		17,268
Telefonica Emisiones S.A.U (Spain) 4.949%, 1/15/15		17,000		16,424

				219,065

Consumer, Cyclical — 0.2%
Wal-Mart Stores, Inc. 4.55%, 5/01/13		74,000		76,668

Consumer, Non-cyclical — 0.5%
Anheuser-Busch InBev Worldwide, Inc. 4.125%, 1/15/15		17,000		18,363
Kroger (The) Co. 5.50%, 2/01/13		74,000		76,308
Wyeth 5.50%, 2/01/14		57,000		61,652

				156,323


	Principal Amount		Value

Energy — 0.9%
Apache Corp. 5.25%, 4/15/13	$	48,000	$	49,841
Chevron Corp. 3.95%, 3/03/14		76,000		80,629
Spectra Energy Capital LLC 6.25%, 2/15/13		149,000		153,816

				284,286

Financial — 4.8%
Bank of America Corp. 4.875%, 1/15/13		61,000		62,075
Bank of New York Mellon (The) Corp. 4.30%, 5/15/14		96,000		102,621
Barclays PLC (United Kingdom) 5.20%, 7/10/14		55,000		57,909
Caterpillar Financial Services Corp., MTN 6.125%, 2/17/14		73,000		79,457
Citigroup, Inc. 6.375%, 8/12/14		65,000		69,746
General Electric Capital Corp., Series G, MTN 5.25%, 10/19/12		30,000		30,537
Goldman Sachs Group (The), Inc. 5.00%, 10/01/14		174,000		180,509
HSBC Finance Corp. 6.375%, 11/27/12		149,000		152,772
JPMorgan Chase & Co. 5.75%, 1/02/13		153,000		157,067
Merrill Lynch & Co., Inc., Series C, MTN 5.00%, 1/15/15		135,000		138,728
Morgan Stanley 5.30%, 3/01/13		130,000		132,624
Oesterreichische Kontrollbank AG (Austria) 1.375%, 1/21/14		61,000		61,467
Prudential Financial, Inc., Series B, MTN 5.10%, 9/20/14		74,000		79,697
Wachovia Corp. 5.25%, 8/01/14		89,000		95,224
Wells Fargo & Co. 5.00%, 11/15/14		131,000		139,711

				1,540,144

Government — 1.8%
European Investment Bank, MTN (Supranational) 4.625%, 5/15/14		547,000		586,102

Technology — 0.1%
Hewlett-Packard Co. 6.125%, 3/01/14		39,000		41,929

Utilities — 0.3%
Exelon Generation Co. LLC 5.35%, 1/15/14		74,000		78,601

TOTAL CORPORATE BONDS (Cost $2,988,529)				3,032,885


	Principal Amount		Value

UNITED STATES GOVERNMENT & AGENCIES OBLIGATIONS — 36.4%
Federal Home Loan Mortgage Corp. — 2.2%
4.50%, 1/15/13	$	691,000	$	709,509

Federal National Mortgage Association — 1.6%
1.50%, 6/26/13		86,000		87,183
2.625%, 11/20/14		411,000		433,362

				520,545

United States Treasury Bonds/ Notes — 32.6%
1.75%, 8/15/12		823,100		825,994
0.375%, 10/31/12		262,500		262,808
1.375%, 2/15/13		797,900		804,695
1.375%, 3/15/13		783,100		790,533
1.75%, 4/15/13		778,800		789,387
1.375%, 5/15/13		847,300		856,766
1.125%, 6/15/13		831,300		839,256
3.375%, 7/31/13		769,100		797,311
3.125%, 8/31/13		814,900		844,313
0.75%, 9/15/13		532,500		536,057
4.75%, 5/15/14		898,000		976,154
2.375%, 9/30/14		761,300		798,175
2.625%, 12/31/14		761,300		806,324
2.50%, 3/31/15		446,800		473,643

				10,401,416

TOTAL UNITED STATES GOVERNMENT & AGENCIES OBLIGATIONS (Cost $11,552,707)				11,631,470

SOVEREIGN BONDS — 0.2%
United Mexican States, Series A, MTN (Mexico) 6.375%, 1/16/13		46,000		47,564

TOTAL SOVEREIGN BONDS (Cost $46,329)				47,564

RIGHTS — 0.0% (b)
Basic Materials — 0.0% (b)
Air Liquide S.A., expires 6/08/12* (France)		220		2,380

Communications — 0.0% (b)
Vivendi, expires 5/31/31* (France)		6		3

TOTAL RIGHTS (Cost $0)				2,383


TOTAL INVESTMENTS — 99.6% (Cost $32,454,401)			$	31,789,375
Other assets less liabilities — 0.4%				128,840

NET ASSETS — 100.0%			$	31,918,215

MTN – Medium Term Note.

REIT – Real Estate Investment Trust.

* Non-income producing securities.

(a) Affiliated company. The Advisor is a subsidiary of Deutsche Bank AG. Therefore, Deutsche Bank AG is considered to be affiliated with the Fund.

(b) Less than 0.1%.


	Number of Shares		Value


COMMON STOCKS — 74.7%
Basic Materials — 3.5%
Air Liquide S.A. (France)		304	$	32,878
Allied Nevada Gold Corp.*		710		18,417
Anglo American PLC (United Kingdom)		1,472		44,656
BASF SE (Germany)		961		66,992
Bayer AG (Germany)		919		58,110
BHP Billiton Ltd. (Australia)		3,487		108,128
BHP Billiton PLC (United Kingdom)		2,249		58,656
Coeur d’Alene Mines Corp.*		720		12,168
Dow Chemical (The) Co.		2,031		63,083
E.I. du Pont de Nemours & Co.		1,602		77,313
Freeport-McMoRan Copper & Gold, Inc.		1,419		45,465
Hecla Mining Co.		2,362		10,039
Horsehead Holding Corp.*		1,837		16,276
Linde AG (Germany)		170		26,085
Molycorp, Inc.*		875		17,220
Newcrest Mining Ltd. (Australia)		765		18,491
Newmont Mining Corp.		810		38,200
Quaker Chemical Corp.		525		21,940
Rio Tinto Ltd. (Australia)		492		27,134
Rio Tinto PLC (United Kingdom)		1,433		61,315
Rockwood Holdings, Inc.*		562		27,201
Syngenta AG (Switzerland)		114		36,485
Vulcan Materials Co.		1,261		43,694
Westlake Chemical Corp.		612		33,348
WR Grace & Co.*		700		36,750
Xstrata PLC (United Kingdom)		2,218		31,493

				1,031,537

Communications — 8.6%
AboveNet, Inc.*		262		21,830
Acme Packet, Inc.*		700		16,016
Amazon.com, Inc.*		700		149,037
Anixter International, Inc.		419		24,097
Aruba Networks, Inc.*		962		12,641
AT&T, Inc.		10,596		362,066
Cisco Systems, Inc.		8,855		144,602
Comcast Corp., Class A		4,645		134,287
Corning, Inc.		2,487		32,306
Deutsche Telekom AG (Germany)		3,050		30,071
DISH Network Corp., Class A		3,237		90,765
eBay, Inc.*		2,012		78,850
France Telecom S.A. (France)		2,153		27,047
Google, Inc., Class A*		451		261,969
InterDigital, Inc.		350		8,642
IPG Photonics Corp.*		437		18,704
Motorola Solutions, Inc.		2,800		134,624
News Corp., Class A		3,405		65,376
Nokia OYJ (Finland)		4,615		12,120
NTT DoCoMo, Inc. (Japan)		18		28,716
Rackspace Hosting, Inc.*		1,156		57,187
Softbank Corp. (Japan)		787		24,589
Sprint Nextel Corp.*		23,447		60,259
Telefonaktiebolaget LM Ericsson, Class B (Sweden)		3,058		25,950
Thomson Reuters Corp. (Canada)		1,400		38,458
TIBCO Software, Inc.*		1,502		40,179


	Number of Shares		Value

Communications (Continued)
Time Warner, Inc.		1,954	$	67,354
United Online, Inc.		3,762		14,860
Verizon Communications, Inc.		4,608		191,877
Viasat, Inc.*		437		18,363
Vivendi (France)		1,435		23,172
Vodafone Group PLC (United Kingdom)		58,702		156,308
Walt Disney (The) Co.		3,205		146,501
Yahoo!, Inc.*		2,777		42,321

				2,561,144

Consumer, Cyclical — 7.2%
Alaska Air Group, Inc.*		778		26,685
Ascena Retail Group, Inc.*		1,240		23,473
Bayerische Motoren Werke AG (Germany)		307		23,193
Bebe Stores, Inc.		3,062		19,536
Brunswick Corp.		875		19,163
Cabela’s, Inc.*		612		21,628
Cash America International, Inc.		189		8,407
Cie Financiere Richemont S.A. (Switzerland)		515		29,334
Cinemark Holdings, Inc.		1,343		30,970
Columbia Sportswear Co.		399		19,188
CROCS, Inc.*		787		13,308
CVS Caremark Corp.		2,288		102,823
Daimler AG (Germany)		900		41,652
Dana Holding Corp.		1,711		22,791
Deckers Outdoor Corp.*		291		16,200
Dillard’s, Inc., Class A		496		33,351
DSW, Inc., Class A		437		26,080
Ezcorp, Inc., Class A*		400		9,440
Ford Motor Co.		6,531		68,967
Hennes & Mauritz AB, Class B (Sweden)		1,047		31,075
Honda Motor Co. Ltd. (Japan)		1,538		49,269
Johnson Controls, Inc.		1,089		32,822
Kohl’s Corp.		2,100		96,221
Las Vegas Sands Corp.		1,050		48,489
McDonald’s Corp.		1,744		155,809
Men’s Wearhouse (The), Inc.		404		14,540
Mitsubishi Corp. (Japan)		1,572		30,772
Mitsui & Co. Ltd. (Japan)		1,342		18,894
Nike, Inc., Class B		778		84,165
Nintendo Co. Ltd. (Japan)		108		12,575
Nu Skin Enterprises, Inc., Class A		500		21,440
Penske Automotive Group, Inc.		1,089		26,768
Polaris Industries, Inc.		579		43,986
Red Robin Gourmet Burgers, Inc.*		612		19,584
Saks, Inc.*		2,101		20,716
Sally Beauty Holdings, Inc.*		1,750		46,253
Sony Corp. (Japan)		1,204		16,122
Steelcase, Inc., Class A		700		6,139
Target Corp.		1,050		60,806
Titan Machinery, Inc.*		875		26,994
Toyota Motor Corp. (Japan)		2,819		109,288
Ulta Salon Cosmetics & Fragrance, Inc.*		525		46,919
Under Armour, Inc., Class A*		447		45,026
Volvo AB, Class B (Sweden)		1,659		18,608
Wal-Mart Stores, Inc.		5,996		394,657
Warnaco Group (The), Inc.*		475		21,142


	Number of Shares		Value

Consumer, Cyclical (Continued)
Watsco, Inc.		315	$	23,187
Wesfarmers Ltd. (Australia)		1,137		32,203
Wolverine World Wide, Inc.		525		22,318
World Fuel Services Corp.		591		22,163

				2,155,139

Consumer, Non-cyclical — 15.4%
Abbott Laboratories		2,651		163,806
Acacia Research — Acacia Technologies*		400		13,908
AMERIGROUP Corp.*		397		24,773
Amgen, Inc.		1,711		118,950
Amsurg Corp.*		400		10,928
Anheuser-Busch InBev NV (Belgium)		793		53,683
AstraZeneca PLC (United Kingdom)		1,473		59,354
Brink’s (The) Co.		500		11,385
Bristol-Myers Squibb Co.		2,800		93,352
British American Tobacco PLC (United Kingdom)		2,151		101,258
Bruker Corp.*		1,568		23,253
Cardinal Health, Inc.		2,712		112,222
Catalyst Health Solutions, Inc.*		439		38,136
Centene Corp.*		460		16,624
Coca-Cola (The) Co.		3,800		283,974
CONMED Corp.		300		8,037
Cubist Pharmaceuticals, Inc.*		612		24,553
DANONE S.A. (France)		569		36,507
Diageo PLC (United Kingdom)		2,561		60,979
Geo Group (The), Inc.*		700		15,232
Geron Corp.*		5,687		7,450
GlaxoSmithKline PLC (United Kingdom)		5,605		124,055
Harris Teeter Supermarkets, Inc.		361		13,548
HEALTHSOUTH Corp.*		1,245		23,829
Healthways, Inc.*		1,312		8,594
Humana, Inc.		1,412		107,863
Imperial Tobacco Group PLC (United Kingdom)		1,083		39,039
Incyte Corp. Ltd.*		1,137		24,229
Intuitive Surgical, Inc.*		262		137,052
Invacare Corp.		367		5,465
JM Smucker (The) Co.		962		73,651
Johnson & Johnson		4,722		294,795
Kraft Foods, Inc., Class A		2,887		110,485
Lancaster Colony Corp.		330		22,216
Lexicon Pharmaceuticals, Inc.*		13,211		21,005
Live Nation Entertainment, Inc.*		1,667		15,586
Magellan Health Services, Inc.*		225		9,488
MannKind Corp.*		6,387		11,624
Mastercard, Inc., Class A		201		81,709
Medicis Pharmaceutical Corp., Class A		612		22,093
Merck & Co., Inc.		5,330		200,302
Molina Healthcare, Inc.*		500		12,755
Navigant Consulting, Inc.*		2,012		24,084
Nestle S.A. (Switzerland)		3,683		208,642
Novartis AG (Switzerland)		2,208		114,632
Novo Nordisk A/S, Class B (Denmark)		478		63,592
Onyx Pharmaceuticals, Inc.*		612		28,018
Pfizer, Inc.		13,861		303,141
Procter & Gamble (The) Co.		4,873		303,539


	Number of Shares		Value

Consumer, Non-cyclical (Continued)
Quidel Corp.*		1,400	$	22,008
Roche Holding AG (Switzerland)		760		118,565
Rollins, Inc.		1,454		30,883
Salix Pharmaceuticals Ltd.*		500		25,905
Sanofi (France)		1,112		75,621
Seaboard Corp.*		16		31,781
Seattle Genetics, Inc.*		1,225		23,863
Select Medical Holdings Corp.*		1,700		15,708
Sirona Dental Systems, Inc.*		492		21,048
Sotheby’s		778		23,729
Takeda Pharmaceutical Co. Ltd. (Japan)		842		35,166
Tesco PLC (United Kingdom)		9,514		44,304
Teva Pharmaceutical Industries Ltd. (Israel)		1,067		42,748
Tootsie Roll Industries, Inc.		540		12,069
TreeHouse Foods, Inc.*		466		26,567
Unilever NV (Netherlands)		1,737		54,649
Unilever PLC (United Kingdom)		1,358		42,660
United Rentals, Inc.*		600		20,730
UnitedHealth Group, Inc.		1,835		102,338
Viropharma, Inc.*		800		16,112
Visa, Inc., Class A		1,187		136,742

				4,606,591

Diversified — 0.2%
Compass Diversified Holdings		500		6,560
Hutchison Whampoa Ltd. (Hong Kong)		2,625		21,596
LVMH Moet Hennessy Louis Vuitton S.A. (France)		236		34,841

				62,997

Energy — 7.5%
Berry Petroleum Co., Class A		401		15,603
BG Group PLC (United Kingdom)		3,498		66,896
Bill Barrett Corp.*		316		6,102
BP PLC (United Kingdom)		20,169		122,588
Cameron International Corp.*		1,837		83,933
CARBO Ceramics, Inc.		199		16,191
Chevron Corp.		3,283		322,751
ConocoPhillips		2,333		121,689
Crosstex Energy, Inc.		1,750		23,643
Dril-Quip, Inc.*		273		16,541
Endeavour International Corp.*		1,575		15,734
ENI S.p.A (Italy)		2,926		56,439
EQT Corp.		962		44,618
Exxon Mobil Corp.		8,128		639,104
Halliburton Co.		1,400		42,084
McMoRan Exploration Co.*		1,312		12,766
Peabody Energy Corp.		2,036		47,561
Royal Dutch Shell PLC, Class A (United Kingdom)		3,564		110,314
Royal Dutch Shell PLC, Class B (United Kingdom)		2,671		85,449
RPC, Inc.		1,879		19,504
Schlumberger Ltd. (Netherland Antilles)		2,164		136,872
Southwestern Energy Co.*		2,399		67,244
Statoil ASA (Norway)		1,252		28,248
Total S.A. (France)		2,305		99,081


	Number of Shares		Value

Energy (Continued)
Vantage Drilling Co.*		13,036	$	19,554
Woodside Petroleum Ltd. (Australia)		783		24,432

				2,244,941

Financial — 14.7%
1st Source Corp.		1,050		22,376
Alexander’s, Inc. REIT		100		39,114
Allianz SE (Germany)		516		46,645
Allstate (The) Corp.		4,374		148,454
Alterra Capital Holdings Ltd. (Bermuda)		1,050		23,321
American Campus Communities, Inc. REIT		719		31,564
American Capital Agency Corp. REIT		1,225		40,021
American Capital Ltd.*		3,101		28,715
American Express Co.		2,023		112,944
American International Group, Inc.*		3,325		97,024
Apollo Investment Corp.		2,411		17,938
Australia & New Zealand Banking Group Ltd. (Australia)		2,743		55,606
AvalonBay Communities, Inc. REIT		680		95,030
AXA S.A. (France)		2,004		22,501
Banco Bilbao Vizcaya Argentaria S.A. (Spain)		5,092		28,974
Banco Santander S.A. (Spain)		9,369		49,755
Bank of America Corp.		18,911		138,996
Barclays PLC (United Kingdom)		16,066		43,595
Berkshire Hathaway, Inc., Class B*		4,214		334,422
BioMed Realty Trust, Inc. REIT		1,400		25,270
BNP Paribas (France)		1,234		39,251
Boston Private Financial Holdings, Inc.		3,674		33,139
Boston Properties, Inc. REIT		1,070		110,135
CBL & Associates Properties, Inc. REIT		1,711		29,874
Charles Schwab (The) Corp.		1,996		24,870
Chemical Financial Corp.		1,225		24,904
Citigroup, Inc.		4,786		126,877
Cohen & Steers, Inc.		400		12,940
Commonwealth Bank of Australia (Australia)		1,711		81,983
Credit Acceptance Corp.*		214		18,134
Credit Suisse Group AG (Switzerland)		1,412		26,751
DCT Industrial Trust, Inc. REIT		2,300		13,386
Deutsche Bank AG (Germany) (a)		1,121		40,314
Entertainment Properties Trust REIT		544		22,451
Equity Lifestyle Properties, Inc. REIT		358		23,578
Equity One, Inc. REIT		1,190		23,633
Equity Residential REIT		466		28,473
Franklin Resources, Inc.		392		41,862
GAMCO Investors, Inc., Class A		300		12,453
Goldman Sachs Group (The), Inc.		886		84,790
Hatteras Financial Corp. REIT		700		19,985
HCP, Inc. REIT		3,237		132,200
HFF, Inc., Class A*		1,487		19,450
Highwoods Properties, Inc. REIT		751		24,227
Home Properties, Inc. REIT		404		24,216
HSBC Holdings PLC (United Kingdom)		19,829		155,498
ING Groep NV (Netherlands)*		4,810		27,780
Invesco Mortgage Capital, Inc. REIT		800		14,512
JPMorgan Chase & Co.		6,693		221,872
Kilroy Realty Corp. REIT		700		32,137
LaSalle Hotel Properties REIT		856		23,608


	Number of Shares		Value

Financial (Continued)
Lloyds Banking Group PLC (United Kingdom)*		53,419	$	20,867
Meadowbrook Insurance Group, Inc.		2,362		20,998
MFA Financial, Inc. REIT		3,247		24,742
Mid-America Apartment Communities, Inc. REIT		406		27,360
Mitsubishi UFJ Financial Group, Inc. (Japan)		11,673		50,613
Mizuho Financial Group, Inc. (Japan)		18,221		26,722
National Australia Bank Ltd. (Australia)		2,313		50,434
National Retail Properties, Inc. REIT		844		22,358
NewStar Financial, Inc.*		2,187		24,451
Nordea Bank AB (Sweden)		3,303		24,395
OMEGA Healthcare Investors, Inc. REIT		1,173		24,762
PennantPark Investment Corp.		2,012		19,617
Pinnacle Financial Partners, Inc.*		1,575		26,870
Post Properties, Inc. REIT		437		21,155
Primerica, Inc.		500		12,035
ProAssurance Corp.		305		26,883
Prosperity Bancshares, Inc.		356		15,208
Prudential PLC (United Kingdom)		2,949		30,774
Public Storage REIT		251		33,501
S&T Bancorp, Inc.		1,312		22,527
Signature Bank*		344		21,125
Simon Property Group, Inc. REIT		455		67,122
Societe Generale (France)*		825		16,382
Standard Chartered PLC (United Kingdom)		2,268		45,694
Sumitomo Mitsui Financial Group, Inc. (Japan)		1,139		33,248
SVB Financial Group*		344		20,523
T. Rowe Price Group, Inc.		1,984		114,258
Tanger Factory Outlet Centers, Inc. REIT		915		28,374
UBS AG (Switzerland)		4,408		49,671
Universal Health Realty Income Trust REIT		622		24,040
Washington Real Estate Investment Trust REIT		809		22,765
Wells Fargo & Co.		8,597		275,535
WesBanco, Inc.		1,137		23,115
Westamerica Bancorporation		300		13,413
Westpac Banking Corp. (Australia)		3,348		65,890
Weyerhaeuser Co. REIT		4,009		79,819
Zurich Financial Services AG (Switzerland)		171		34,948

				4,379,742

Industrial — 6.6%
ABB Ltd. (Switzerland)		2,157		33,762
Actuant Corp., Class A		612		16,016
Acuity Brands, Inc.		544		29,648
AO Smith Corp.		437		20,172
Brady Corp., Class A		700		19,208
Caterpillar, Inc.		1,033		90,511
CIE de St-Gobain (France)		475		16,809
CLARCOR, Inc.		420		20,496
Clean Harbors, Inc.*		429		26,628
Cymer, Inc.*		300		16,251
Drew Industries, Inc.*		962		25,541
Eaton Corp.		576		24,572
Emerson Electric Co.		1,242		58,087
EnerSys*		622		20,514
Fanuc Corp. (Japan)		145		25,000
FedEx Corp.		466		41,539


	Number of Shares		Value

Industrial (Continued)
FEI Co.*		400	$	18,308
General Dynamics Corp.		635		40,647
General Electric Co.		18,117		345,854
Genesee & Wyoming, Inc., Class A*		437		21,898
Golar LNG Ltd. (Bermuda)*		612		21,438
GrafTech International Ltd.*		1,458		15,557
Greenbrier Cos., Inc.*		1,050		14,532
HEICO Corp.		546		22,746
Hitachi Ltd. (Japan)		4,374		25,045
Ingersoll-Rand PLC (Ireland)		2,884		119,139
Jacobs Engineering Group, Inc.*		1,050		37,296
John Bean Technologies Corp.		1,225		17,064
Komatsu Ltd. (Japan)		1,011		24,213
Koninklijke Philips Electronics NV (Netherlands)		1,147		20,280
Measurement Specialties, Inc.*		700		22,869
Mitsubishi Electric Corp. (Japan)		2,334		18,365
Multi-Fineline Electronix, Inc.*		1,137		28,163
Nordson Corp.		579		31,040
Norfolk Southern Corp.		612		40,098
Old Dominion Freight Line, Inc.*		525		22,869
Polypore International, Inc.*		437		16,165
Republic Services, Inc.		3,154		83,139
Robbins & Myers, Inc.		350		15,957
Sauer-Danfoss, Inc.		437		15,789
Schneider Electric S.A. (France)		471		25,083
Siemens AG (Germany)		857		70,477
Silgan Holdings, Inc.		776		32,437
Stanley Black & Decker, Inc.		1,312		86,920
Teledyne Technologies, Inc.*		350		20,853
Thermo Fisher Scientific, Inc.		700		35,336
Triumph Group, Inc.		437		26,150
United Parcel Service, Inc., Class B		1,617		121,178
Vinci S.A. (France)		472		18,853

				1,960,512

Technology — 10.0%
Accenture PLC, Class A (Ireland)		962		54,930
Activision Blizzard, Inc.		8,486		99,626
Apple, Inc.*		1,356		783,402
Ariba, Inc.*		875		39,314
CACI International, Inc., Class A*		224		9,587
Canon, Inc. (Japan)		1,137		45,674
Concur Technologies, Inc.*		496		30,678
Deltek, Inc.*		3,062		32,120
EPIQ Systems, Inc.		1,575		17,372
Fortinet, Inc.*		1,800		38,250
Hewlett-Packard Co.		3,675		83,349
Intel Corp.		8,769		226,590
International Business Machines Corp.		1,890		364,582
Jack Henry & Associates, Inc.		806		26,606
Mantech International Corp., Class A		350		7,630
MedAssets, Inc.*		700		7,924
Mentor Graphics Corp.*		1,300		18,330
Microsemi Corp.*		875		15,453
Microsoft Corp.		13,264		387,175
Monolithic Power Systems, Inc.*		1,575		29,594
Monotype Imaging Holdings, Inc.*		1,575		21,578


	Number of Shares		Value

Technology (Continued)
Omnicell, Inc.*		1,312	$	17,174
Oracle Corp.		8,749		231,586
Parametric Technology Corp.*		1,152		23,270
QLIK Technologies, Inc.*		787		17,889
QUALCOMM, Inc.		2,712		155,424
Quality Systems, Inc.		534		15,278
Quest Software, Inc.*		923		23,075
Riverbed Technology, Inc.*		1,631		26,748
Silicon Graphics International Corp.*		1,400		8,246
Silicon Image, Inc.*		3,499		15,466
TriQuint Semiconductor, Inc.*		1,828		9,524
VeriFone Systems, Inc.*		1,011		36,507
Xerox Corp.		10,714		77,355

				2,997,306

Utilities — 1.0%
CenterPoint Energy, Inc.		3,237		65,484
E.ON AG (Germany)		1,813		33,132
ENEL S.p.A (Italy)		7,707		21,936
GDF Suez (France)		1,325		26,172
Iberdrola S.A. (Spain)		4,760		18,098
National Grid PLC (United Kingdom)		3,838		38,397
Piedmont Natural Gas Co., Inc.		621		18,829
South Jersey Industries, Inc.		200		9,682
Southern Co.		1,374		63,081

				294,811

TOTAL COMMON STOCKS (Cost $23,376,116)				22,294,720

PREFERRED STOCKS — 0.1%
Consumer, Cyclical — 0.1%
Volkswagen AG (Germany)		151		24,103

TOTAL PREFERRED STOCKS (Cost $32,294)				24,103


	Principal Amount		Value

CORPORATE BONDS — 14.2%
Basic Materials — 0.3%
Vale Overseas Ltd. (Cayman Islands) 6.875%, 11/21/36	$	75,000		86,195

Communications — 3.2%
BellSouth Corp. 6.00%, 11/15/34		156,000		174,813
British Telecommunications PLC (United Kingdom) 9.625%, 12/15/30		26,000		39,404
CBS Corp. 7.875%, 7/30/30		39,000		52,091
Cisco Systems, Inc. 5.90%, 2/15/39		40,000		50,834
Comcast Corp. 6.45%, 3/15/37		96,000		118,449
Deutsche Telekom International Finance BV (Netherlands) 8.75%, 6/15/30		60,000		83,046


	Principal Amount		Value

Communications (Continued)
News America, Inc. 6.20%, 12/15/34	$	67,000	$	75,140
Telecom Italia Capital S.A. (Luxembourg) 7.721%, 6/04/38		37,000		32,745
Time Warner Cable, Inc. 6.55%, 5/01/37		72,000		84,562
Time Warner, Inc. 7.70%, 5/01/32		67,000		89,003
Verizon Global Funding Corp. 7.75%, 12/01/30		108,000		152,730

				952,817

Consumer, Cyclical — 1.1%
CVS Caremark Corp. 6.125%, 9/15/39		38,000		47,006
Target Corp. 7.00%, 1/15/38		110,000		158,213
Wal-Mart Stores, Inc. 6.50%, 8/15/37		92,000		126,440

				331,659

Consumer, Non-cyclical — 1.7%
Aetna, Inc. 6.625%, 6/15/36		15,000		19,332
Anheuser-Busch InBev Worldwide, Inc. 8.00%, 11/15/39		26,000		42,173
AstraZeneca PLC (United Kingdom) 6.45%, 9/15/37		39,000		53,398
Bristol-Myers Squibb Co. 5.875%, 11/15/36		45,000		58,567
Eli Lilly & Co. 5.55%, 3/15/37		26,000		33,300
Johnson & Johnson 5.95%, 8/15/37		28,000		39,233
Kroger (The) Co. 5.40%, 7/15/40		26,000		27,715
Pepsi Bottling Group, Inc., Series B 7.00%, 3/01/29		55,000		76,378
Procter & Gamble (The) Co. 5.55%, 3/05/37		37,000		49,696
Unilever Capital Corp. 5.90%, 11/15/32		64,000		88,692

				488,484

Energy — 1.8%
Apache Corp. 6.00%, 1/15/37		34,000		43,442
ConocoPhillips 5.90%, 10/15/32		167,000		212,748
Kinder Morgan Energy Partners LP, MTN 6.95%, 1/15/38		96,000		114,368
Shell International Finance BV (Netherlands) 6.375%, 12/15/38		66,000		91,590
Suncor Energy, Inc. (Canada) 6.50%, 6/15/38		26,000		31,940
TransCanada PipeLines Ltd. (Canada) 7.625%, 1/15/39		14,000		20,769


	Principal Amount		Value

Energy (Continued)
Transocean, Inc. (Cayman Islands) 6.80%, 3/15/38	$	30,000	$	34,913

				549,770

Financial — 3.0%
Allstate (The) Corp. 5.55%, 5/09/35		69,000		80,471
Bank of America NA 6.00%, 10/15/36		73,000		71,783
Chubb Corp. 6.00%, 5/11/37		23,000		30,076
Citigroup, Inc. 8.125%, 7/15/39		129,000		171,646
Credit Suisse (USA), Inc. 7.125%, 7/15/32		114,000		144,971
General Electric Capital Corp., Series A, MTN 6.75%, 3/15/32		118,000		145,574
Goldman Sachs Group (The), Inc. 6.75%, 10/01/37		58,000		57,218
HSBC Holdings PLC (United Kingdom) 6.50%, 9/15/37		50,000		56,099
JPMorgan Chase Capital XXV, Series Y 6.80%, 10/01/37		61,000		61,464
Principal Financial Group, Inc. 6.05%, 10/15/36		24,000		27,741
Wachovia Bank NA, MTN 6.60%, 1/15/38		40,000		50,255

				897,298

Industrial — 0.9%
Burlington Northern Santa Fe LLC 6.15%, 5/01/37		22,000		27,820
CSX Corp. 6.00%, 10/01/36		64,000		76,796
Lockheed Martin Corp., Series B 6.15%, 9/01/36		11,000		13,866
Norfolk Southern Corp. 7.90%, 5/15/97		27,000		42,737
Republic Services, Inc. 4.75%, 5/15/23		56,000		62,345
United Parcel Service, Inc. 6.20%, 1/15/38		13,000		17,836
United Technologies Corp. 6.125%, 7/15/38		27,000		35,080

				276,480

Technology — 0.2%
Oracle Corp. 5.375%, 7/15/40		43,000		52,575

Utilities — 2.0%
Florida Power & Light Co. 5.95%, 2/01/38		46,000		61,729
MidAmerican Energy Holdings Co. 6.125%, 4/01/36		116,000		147,518
Oncor Electric Delivery Co. LLC 7.00%, 9/01/22		62,000		76,292
Pacific Gas & Electric Co. 6.05%, 3/01/34		145,000		185,609


	Principal Amount		Value

Utilities (Continued)
Southern California Edison Co. 6.05%, 3/15/39	$	18,000	$	24,424
Southern California Gas Co. 5.125%, 11/15/40		91,000		113,842

				609,414

TOTAL CORPORATE BONDS (Cost $3,801,402)				4,244,692

UNITED STATES GOVERNMENT & AGENCIES OBLIGATIONS — 9.5%
Federal Home Loan Mortgage Corp. — 1.2%
6.25%, 7/15/32, MTN		230,000		345,232

United States Treasury Bonds/ Notes — 8.3%
7.625%, 2/15/25		364,200		603,035
4.375%, 2/15/38		271,100		365,688
4.50%, 8/15/39		327,400		451,914
4.375%, 11/15/39		227,400		308,163
4.625%, 2/15/40		83,900		118,089
4.375%, 5/15/40		464,000		629,373

				2,476,262

TOTAL UNITED STATES GOVERNMENT & AGENCIES OBLIGATIONS (Cost $2,243,063)				2,821,494

SOVEREIGN BONDS — 1.0%
Federative Republic of Brazil (Brazil) 7.125%, 1/20/37		103,000		142,655
Panama Government International Bond (Panama) 6.70%, 1/26/36		48,000		62,280
United Mexican States, MTN (Mexico) 6.75%, 9/27/34		78,000		102,375

TOTAL SOVEREIGN BONDS (Cost $272,322)				307,310

RIGHTS — 0.0% (b)
Basic Materials — 0.0% (b)
Air Liquide S.A., expires 6/08/12* (France)		304		3,288

Communications — 0.0% (b)
Vivendi, expires 5/31/31* (France)		9		5

TOTAL RIGHTS (Cost $0)				3,293


TOTAL INVESTMENTS — 99.5% (Cost $29,725,197)			$	29,695,612
Other assets less liabilities — 0.5%				138,460

NET ASSETS — 100.0%			$	29,834,072


	Number of Shares		Value

COMMON STOCKS — 92.1%
Basic Materials — 4.1%
Air Liquide S.A. (France)		354	$	38,286
Allied Nevada Gold Corp.*		778		20,181
Anglo American PLC (United Kingdom)		1,722		52,240
BASF SE (Germany)		1,050		73,197
Bayer AG (Germany)		998		63,106
BHP Billiton Ltd. (Australia)		3,847		119,293
BHP Billiton PLC (United Kingdom)		2,574		67,132
Coeur d’Alene Mines Corp.*		900		15,210
Dow Chemical (The) Co.		2,453		76,190
E.I. du Pont de Nemours & Co.		1,703		82,187
Freeport-McMoRan Copper & Gold, Inc.		1,556		49,854
Hecla Mining Co.		2,700		11,475
Horsehead Holding Corp.*		2,100		18,606
Linde AG (Germany)		198		30,382
Molycorp, Inc.*		1,000		19,680
Newcrest Mining Ltd. (Australia)		889		21,488
Newmont Mining Corp.		839		39,567
Quaker Chemical Corp.		600		25,074
Rio Tinto Ltd. (Australia)		546		30,113
Rio Tinto PLC (United Kingdom)		1,652		70,686
Rockwood Holdings, Inc.*		886		42,882
Syngenta AG (Switzerland)		123		39,365
Vulcan Materials Co.		1,361		47,159
Westlake Chemical Corp.		800		43,592
WR Grace & Co.*		800		42,000
Xstrata PLC (United Kingdom)		2,463		34,971

				1,173,916

Communications — 10.6%
AboveNet, Inc.*		300		24,996
Acme Packet, Inc.*		778		17,801
Amazon.com, Inc.*		830		176,715
Anixter International, Inc.		360		20,704
Aruba Networks, Inc.*		1,100		14,454
AT&T, Inc.		12,478		426,372
Cisco Systems, Inc.		10,375		169,424
Comcast Corp., Class A		5,528		159,814
Corning, Inc.		3,252		42,243
Deutsche Telekom AG (Germany)		3,332		32,852
DISH Network Corp., Class A		3,700		103,748
eBay, Inc.*		2,300		90,137
France Telecom S.A. (France)		2,339		29,383
Google, Inc., Class A*		541		314,245
InterDigital, Inc.		200		4,938
IPG Photonics Corp.*		500		21,400
Motorola Solutions, Inc.		3,300		158,664
News Corp., Class A		3,929		75,437
Nokia OYJ (Finland)		5,032		13,215
NTT DoCoMo, Inc. (Japan)		19		30,312
Rackspace Hosting, Inc.*		1,516		74,997
Softbank Corp. (Japan)		900		28,120
Sprint Nextel Corp.*		27,200		69,904
Telefonaktiebolaget LM Ericsson, Class B (Sweden)		4,168		35,370
Thomson Reuters Corp. (Canada)		1,556		42,743
TIBCO Software, Inc.*		2,137		57,165


	Number of Shares		Value

Communications (Continued)
Time Warner, Inc.		2,068	$	71,284
United Online, Inc.		4,400		17,380
Verizon Communications, Inc.		5,517		229,728
Viasat, Inc.*		500		21,010
Vivendi (France)		1,572		25,385
Vodafone Group PLC (United Kingdom)		68,144		181,449
Walt Disney (The) Co.		3,706		169,402
Yahoo!, Inc.*		3,004		45,781

				2,996,572

Consumer, Cyclical — 9.1%
Alaska Air Group, Inc.*		932		31,968
Ascena Retail Group, Inc.*		1,850		35,021
Bayerische Motoren Werke AG (Germany)		357		26,970
Bebe Stores, Inc.		3,500		22,330
Brunswick Corp.		1,000		21,900
Cabela’s, Inc.*		700		24,738
Cash America International, Inc.		389		17,303
Cie Financiere Richemont S.A. (Switzerland)		605		34,460
Cinemark Holdings, Inc.		1,531		35,305
Columbia Sportswear Co.		507		24,382
CROCS, Inc.*		900		15,219
CVS Caremark Corp.		2,696		121,158
Daimler AG (Germany)		1,073		49,659
Dana Holding Corp.		1,866		24,855
Deckers Outdoor Corp.*		344		19,150
Dillard’s, Inc., Class A		511		34,360
DSW, Inc., Class A		500		29,840
Ezcorp, Inc., Class A*		500		11,800
Ford Motor Co.		7,667		80,964
Hennes & Mauritz AB, Class B (Sweden)		1,460		43,333
Honda Motor Co. Ltd. (Japan)		1,749		56,029
Johnson Controls, Inc.		1,244		37,494
Kohl’s Corp.		2,400		109,968
Las Vegas Sands Corp.		1,300		60,034
McDonald’s Corp.		1,955		174,660
Men’s Wearhouse (The), Inc.		519		18,679
Mitsubishi Corp. (Japan)		1,743		34,121
Mitsui & Co. Ltd. (Japan)		1,551		21,836
Nike, Inc., Class B		934		101,040
Nintendo Co. Ltd. (Japan)		120		13,972
Nu Skin Enterprises, Inc., Class A		778		33,361
Penske Automotive Group, Inc.		1,244		30,578
Polaris Industries, Inc.		732		55,610
Red Robin Gourmet Burgers, Inc.*		700		22,400
Saks, Inc.*		2,333		23,003
Sally Beauty Holdings, Inc.*		2,100		55,503
Sony Corp. (Japan)		1,497		20,045
Steelcase, Inc., Class A		1,500		13,155
Target Corp.		1,300		75,283
Titan Machinery, Inc.*		1,000		30,850
Toyota Motor Corp. (Japan)		3,387		131,307
Ulta Salon Cosmetics & Fragrance, Inc.*		700		62,558
Under Armour, Inc., Class A*		612		61,647
Volvo AB, Class B (Sweden)		1,925		21,591
Wal-Mart Stores, Inc.		7,044		463,635
Warnaco Group (The), Inc.*		502		22,344


	Number of Shares		Value

Consumer, Cyclical (Continued)
Watsco, Inc.		399	$	29,370
Wesfarmers Ltd. (Australia)		1,320		37,386
Wolverine World Wide, Inc.		600		25,506
World Fuel Services Corp.		674		25,275

				2,572,955

Consumer, Non-cyclical — 19.0%
Abbott Laboratories		3,213		198,531
Acacia Research — Acacia Technologies*		400		13,908
AMERIGROUP Corp.*		510		31,824
Amgen, Inc.		1,966		136,676
Amsurg Corp.*		400		10,928
Anheuser-Busch InBev NV (Belgium)		939		63,566
AstraZeneca PLC (United Kingdom)		1,814		73,095
Brink’s (The) Co.		500		11,385
Bristol-Myers Squibb Co.		3,200		106,688
British American Tobacco PLC (United Kingdom)		2,340		110,155
Bruker Corp.*		1,737		25,760
Cardinal Health, Inc.		3,300		136,554
Catalyst Health Solutions, Inc.*		431		37,441
Centene Corp.*		714		25,804
Coca-Cola (The) Co.		4,403		329,036
CONMED Corp.		400		10,716
Cubist Pharmaceuticals, Inc.*		700		28,084
DANONE S.A. (France)		633		40,613
Diageo PLC (United Kingdom)		3,276		78,004
Geo Group (The), Inc.*		800		17,408
Geron Corp.*		6,600		8,646
GlaxoSmithKline PLC (United Kingdom)		6,444		142,625
Harris Teeter Supermarkets, Inc.		573		21,505
HEALTHSOUTH Corp.*		1,400		26,796
Healthways, Inc.*		1,500		9,825
Humana, Inc.		1,700		129,863
Imperial Tobacco Group PLC (United Kingdom)		1,257		45,311
Incyte Corp. Ltd.*		1,300		27,703
Intuitive Surgical, Inc.*		310		162,161
Invacare Corp.		437		6,507
JM Smucker (The) Co.		1,100		84,216
Johnson & Johnson		5,560		347,111
Kraft Foods, Inc., Class A		3,535		135,284
Lancaster Colony Corp.		231		15,551
Lexicon Pharmaceuticals, Inc.*		15,300		24,327
Live Nation Entertainment, Inc.*		2,877		26,900
Magellan Health Services, Inc.*		267		11,259
MannKind Corp.*		7,400		13,468
Mastercard, Inc., Class A		229		93,091
Medicis Pharmaceutical Corp., Class A		700		25,270
Merck & Co., Inc.		6,163		231,606
Molina Healthcare, Inc.*		656		16,735
Navigant Consulting, Inc.*		2,300		27,531
Nestle S.A. (Switzerland)		4,259		241,274
Novartis AG (Switzerland)		2,667		138,462
Novo Nordisk A/S, Class B (Denmark)		519		69,046
Onyx Pharmaceuticals, Inc.*		800		36,624
Pfizer, Inc.		16,174		353,725
Procter & Gamble (The) Co.		5,624		350,319


	Number of Shares		Value

Consumer, Non-cyclical (Continued)
Quidel Corp.*		1,600	$	25,152
Roche Holding AG (Switzerland)		931		145,243
Rollins, Inc.		1,702		36,150
Salix Pharmaceuticals Ltd.*		778		40,308
Sanofi (France)		1,312		89,222
Seaboard Corp.*		13		25,822
Seattle Genetics, Inc.*		1,400		27,272
Select Medical Holdings Corp.*		2,566		23,710
Sirona Dental Systems, Inc.*		620		26,524
Sotheby’s		856		26,108
Takeda Pharmaceutical Co. Ltd. (Japan)		781		32,618
Tesco PLC (United Kingdom)		10,280		47,871
Teva Pharmaceutical Industries Ltd. (Israel)		1,185		47,476
Tootsie Roll Industries, Inc.		618		13,812
TreeHouse Foods, Inc.*		466		26,567
Unilever NV (Netherlands)		1,885		59,305
Unilever PLC (United Kingdom)		1,475		46,336
United Rentals, Inc.*		700		24,185
UnitedHealth Group, Inc.		2,225		124,088
Viropharma, Inc.*		1,000		20,140
Visa, Inc., Class A		1,417		163,238

				5,380,064

Diversified — 0.3%
Compass Diversified Holdings		600		7,872
Hutchison Whampoa Ltd. (Hong Kong)		3,000		24,682
LVMH Moet Hennessy Louis Vuitton S.A. (France)		253		37,351

				69,905

Energy — 9.3%
Berry Petroleum Co., Class A		417		16,225
BG Group PLC (United Kingdom)		4,130		78,982
Bill Barrett Corp.*		420		8,110
BP PLC (United Kingdom)		23,413		142,307
Cameron International Corp.*		2,100		95,949
CARBO Ceramics, Inc.		212		17,248
Chevron Corp.		3,934		386,752
ConocoPhillips		2,748		143,336
Crosstex Energy, Inc.		2,000		27,020
Dril-Quip, Inc.*		508		30,780
Endeavour International Corp.*		1,800		17,982
ENI S.p.A (Italy)		3,071		59,235
EQT Corp.		1,200		55,656
Exxon Mobil Corp.		9,633		757,442
Halliburton Co.		1,600		48,096
McMoRan Exploration Co.*		1,500		14,595
Peabody Energy Corp.		2,351		54,919
Royal Dutch Shell PLC, Class A (United Kingdom)		4,213		130,402
Royal Dutch Shell PLC, Class B (United Kingdom)		3,137		100,357
RPC, Inc.		2,655		27,559
Schlumberger Ltd. (Netherland Antilles)		2,571		162,616
Southwestern Energy Co.*		2,803		78,568
Statoil ASA (Norway)		1,410		31,812
Total S.A. (France)		2,559		109,999


	Number of Shares		Value

Energy (Continued)
Vantage Drilling Co.*		15,200	$	22,800
Woodside Petroleum Ltd. (Australia)		903		28,177

				2,646,924

Financial — 17.8%
1st Source Corp.		1,200		25,572
Alexander’s, Inc. REIT		50		19,557
Allianz SE (Germany)		599		54,148
Allstate (The) Corp.		5,100		173,094
Alterra Capital Holdings Ltd. (Bermuda)		1,200		26,652
American Campus Communities, Inc. REIT		776		34,066
American Capital Agency Corp. REIT		1,400		45,738
American Capital Ltd.*		4,666		43,207
American Express Co.		2,255		125,896
American International Group, Inc.*		3,800		110,884
Apollo Investment Corp.		2,644		19,671
Australia & New Zealand Banking Group Ltd. (Australia)		3,046		61,748
AvalonBay Communities, Inc. REIT		800		111,800
AXA S.A. (France)		2,101		23,590
Banco Bilbao Vizcaya Argentaria S.A. (Spain)		5,911		33,634
Banco Santander S.A. (Spain)		10,977		58,294
Bank of America Corp.		21,911		161,046
Barclays PLC (United Kingdom)		18,651		50,610
Berkshire Hathaway, Inc., Class B*		4,984		395,530
BioMed Realty Trust, Inc. REIT		1,556		28,086
BNP Paribas (France)		1,433		45,580
Boston Private Financial Holdings, Inc.		4,300		38,786
Boston Properties, Inc. REIT		1,300		133,809
CBL & Associates Properties, Inc. REIT		1,944		33,942
Charles Schwab (The) Corp.		2,178		27,138
Chemical Financial Corp.		1,400		28,462
Citigroup, Inc.		5,857		155,269
Cohen & Steers, Inc.		300		9,705
Commonwealth Bank of Australia (Australia)		1,899		90,992
Credit Acceptance Corp.*		266		22,541
Credit Suisse Group AG (Switzerland)		1,656		31,373
DCT Industrial Trust, Inc. REIT		1,700		9,894
Deutsche Bank AG (Germany) (a)		1,301		46,787
Entertainment Properties Trust REIT		622		25,670
Equity Lifestyle Properties, Inc. REIT		390		25,685
Equity One, Inc. REIT		1,284		25,500
Equity Residential REIT		544		33,238
Franklin Resources, Inc.		448		47,842
GAMCO Investors, Inc., Class A		300		12,453
Goldman Sachs Group (The), Inc.		1,013		96,944
Hatteras Financial Corp. REIT		800		22,840
HCP, Inc. REIT		3,700		151,108
HFF, Inc., Class A*		1,700		22,236
Highwoods Properties, Inc. REIT		816		26,324
Home Properties, Inc. REIT		466		27,932
HSBC Holdings PLC (United Kingdom)		23,017		180,499
ING Groep NV (Netherlands)*		5,507		31,805
Invesco Mortgage Capital, Inc. REIT		800		14,512
JPMorgan Chase & Co.		7,907		262,117
Kilroy Realty Corp. REIT		700		32,137
LaSalle Hotel Properties REIT		934		25,760


	Number of Shares		Value

Financial (Continued)
Lloyds Banking Group PLC (United Kingdom)*		62,011	$	24,224
Meadowbrook Insurance Group, Inc.		2,700		24,003
MFA Financial, Inc. REIT		4,122		31,410
Mid-America Apartment Communities, Inc. REIT		440		29,652
Mitsubishi UFJ Financial Group, Inc. (Japan)		13,564		58,812
Mizuho Financial Group, Inc. (Japan)		20,230		29,668
National Australia Bank Ltd. (Australia)		2,568		55,994
National Retail Properties, Inc. REIT		850		22,517
NewStar Financial, Inc.*		2,500		27,950
Nordea Bank AB (Sweden)		3,631		26,818
OMEGA Healthcare Investors, Inc. REIT		1,273		26,873
PennantPark Investment Corp.		2,300		22,425
Pinnacle Financial Partners, Inc.*		1,800		30,708
Post Properties, Inc. REIT		500		24,205
Primerica, Inc.		800		19,256
ProAssurance Corp.		308		27,147
Prosperity Bancshares, Inc.		415		17,729
Prudential PLC (United Kingdom)		3,424		35,731
Public Storage REIT		312		41,643
S&T Bancorp, Inc.		1,500		25,755
Signature Bank*		422		25,915
Simon Property Group, Inc. REIT		533		78,628
Societe Generale (France)*		958		19,023
Standard Chartered PLC (United Kingdom)		2,956		59,556
Sumitomo Mitsui Financial Group, Inc. (Japan)		1,352		39,466
SVB Financial Group*		422		25,177
T. Rowe Price Group, Inc.		2,444		140,750
Tanger Factory Outlet Centers, Inc. REIT		996		30,886
UBS AG (Switzerland)		5,116		57,649
Universal Health Realty Income Trust REIT		622		24,040
Washington Real Estate Investment Trust REIT		875		24,623
Wells Fargo & Co.		10,071		322,777
WesBanco, Inc.		1,400		28,462
Westamerica Bancorporation		400		17,884
Westpac Banking Corp. (Australia)		3,674		72,305
Weyerhaeuser Co. REIT		5,081		101,163
Zurich Financial Services AG (Switzerland)		179		36,583

				5,049,110

Industrial — 8.1%
ABB Ltd. (Switzerland)		2,929		45,845
Actuant Corp., Class A		800		20,936
Acuity Brands, Inc.		544		29,648
AO Smith Corp.		500		23,080
Brady Corp., Class A		778		21,348
Caterpillar, Inc.		1,183		103,654
CIE de St-Gobain (France)		551		19,498
CLARCOR, Inc.		485		23,668
Clean Harbors, Inc.*		476		29,545
Cymer, Inc.*		400		21,668
Drew Industries, Inc.*		1,200		31,860
Eaton Corp.		598		25,511
Emerson Electric Co.		1,494		69,874
EnerSys*		622		20,514
FANUC Corp. (Japan)		234		40,345
FedEx Corp.		644		57,406


	Number of Shares		Value

Industrial (Continued)
FEI Co.*		500	$	22,885
General Dynamics Corp.		772		49,415
General Electric Co.		21,315		406,904
Genesee & Wyoming, Inc., Class A*		500		25,055
Golar LNG Ltd. (Bermuda)*		700		24,521
GrafTech International Ltd.*		1,570		16,752
Greenbrier Cos., Inc.*		1,200		16,608
HEICO Corp.		625		26,038
Hitachi Ltd. (Japan)		5,000		28,630
Ingersoll-Rand PLC (Ireland)		3,434		141,859
Jacobs Engineering Group, Inc.*		1,200		42,624
John Bean Technologies Corp.		1,400		19,502
Komatsu Ltd. (Japan)		1,088		26,057
Koninklijke Philips Electronics NV (Netherlands)		1,235		21,836
Measurement Specialties, Inc.*		800		26,136
Mitsubishi Electric Corp. (Japan)		2,333		18,357
Multi-Fineline Electronix, Inc.*		1,300		32,201
Nordson Corp.		633		33,935
Norfolk Southern Corp.		700		45,864
Old Dominion Freight Line, Inc.*		600		26,136
Polypore International, Inc.*		500		18,495
Republic Services, Inc.		3,523		92,867
Robbins & Myers, Inc.		400		18,236
Sauer-Danfoss, Inc.		500		18,065
Schneider Electric S.A. (France)		626		33,337
Siemens AG (Germany)		1,050		86,348
Silgan Holdings, Inc.		790		33,022
Stanley Black & Decker, Inc.		1,700		112,625
Teledyne Technologies, Inc.*		400		23,832
Thermo Fisher Scientific, Inc.		778		39,273
Triumph Group, Inc.		500		29,920
United Parcel Service, Inc., Class B		1,958		146,733
Vinci S.A. (France)		514		20,531

				2,308,999

Technology — 12.5%
Accenture PLC, Class A (Ireland)		1,200		68,520
Activision Blizzard, Inc.		9,900		116,226
Apple, Inc.*		1,581		913,391
Ariba, Inc.*		1,100		49,423
CACI International, Inc., Class A*		459		19,645
Canon, Inc. (Japan)		1,300		52,222
Concur Technologies, Inc.*		668		41,316
Deltek, Inc.*		3,500		36,715
EPIQ Systems, Inc.		1,800		19,854
Fortinet, Inc.*		2,100		44,625
Hewlett-Packard Co.		4,200		95,256
Intel Corp.		10,235		264,472
International Business Machines Corp.		2,313		446,178
Jack Henry & Associates, Inc.		911		30,072
Mantech International Corp., Class A		400		8,720
MedAssets, Inc.*		800		9,056
Mentor Graphics Corp.*		1,500		21,150
Microsemi Corp.*		1,000		17,660
Microsoft Corp.		15,748		459,684
Monolithic Power Systems, Inc.*		1,900		35,701
Monotype Imaging Holdings, Inc.*		1,900		26,030


	Number of Shares		Value

Technology (Continued)
Omnicell, Inc.*		1,500	$	19,635
Oracle Corp.		10,200		269,994
Parametric Technology Corp.*		1,523		30,765
QLIK Technologies, Inc.*		900		20,457
QUALCOMM, Inc.		3,200		183,391
Quality Systems, Inc.		564		16,136
Quest Software, Inc.*		1,258		31,450
Riverbed Technology, Inc.*		1,950		31,980
Silicon Graphics International Corp.*		1,600		9,424
Silicon Image, Inc.*		4,100		18,122
TriQuint Semiconductor, Inc.*		1,837		9,571
VeriFone Systems, Inc.*		1,088		39,288
Xerox Corp.		12,498		90,236

				3,546,365

Utilities — 1.3%
CenterPoint Energy, Inc.		3,800		76,874
E.ON AG (Germany)		2,157		39,419
ENEL S.p.A (Italy)		8,256		23,499
GDF Suez (France)		1,434		28,325
Iberdrola S.A. (Spain)		5,525		21,007
National Grid PLC (United Kingdom)		4,455		44,570
Piedmont Natural Gas Co., Inc.		1,012		30,684
South Jersey Industries, Inc.		300		14,523
Southern Co.		1,702		78,138

				357,039

TOTAL COMMON STOCKS (Cost $27,511,109)				26,101,849

PREFERRED STOCKS — 0.1%
Consumer, Cyclical — 0.1%
Volkswagen AG (Germany)		175		27,935

TOTAL PREFERRED STOCKS (Cost $37,426)				27,935


	Principal Amount		Value

CORPORATE BONDS — 4.8%
Basic Materials — 0.1%
Barrick North America Finance LLC 5.70%, 5/30/41	$	15,000		16,943

Communications — 0.8%
America Movil S.A.B de CV (Mexico) 6.125%, 3/30/40		8,000		9,604
BellSouth Corp. 6.00%, 11/15/34		74,000		82,925
Cisco Systems, Inc. 5.90%, 2/15/39		20,000		25,418
Comcast Corp. 6.45%, 3/15/37		33,000		40,717
Time Warner Cable, Inc. 6.55%, 5/01/37		36,000		42,280
Verizon Communications, Inc. 6.00%, 4/01/41		8,000		10,153

				211,097


	Principal Amount		Value

Consumer, Cyclical — 0.5%
CVS Caremark Corp. 2.532%, 6/01/37 (b)	$	14,000	$	13,958
6.125%, 9/15/39		15,000		18,555
Home Depot, Inc. 5.95%, 4/01/41		10,000		12,904
Johnson Controls, Inc. 5.70%, 3/01/41		8,000		9,624
Target Corp. 7.00%, 1/15/38		26,000		37,396
Wal-Mart Stores, Inc. 6.50%, 8/15/37		42,000		57,723

				150,160

Consumer, Non-cyclical — 0.8%
Aetna, Inc. 6.625%, 6/15/36		5,000		6,444
Anheuser-Busch InBev Worldwide, Inc. 8.00%, 11/15/39		13,000		21,087
Archer-Daniels-Midland Co. 5.765%, 3/01/41		10,000		12,632
AstraZeneca PLC (United Kingdom) 6.45%, 9/15/37		27,000		36,968
Bristol-Myers Squibb Co. 5.875%, 11/15/36		17,000		22,125
Eli Lilly & Co. 5.55%, 3/15/37		19,000		24,335
Johnson & Johnson 5.95%, 8/15/37		15,000		21,018
Kroger (The) Co. 5.40%, 7/15/40		9,000		9,594
Procter & Gamble (The) Co. 5.55%, 3/05/37		31,000		41,636
Unilever Capital Corp. 5.90%, 11/15/32		17,000		23,559

				219,398

Energy — 0.6%
Apache Corp. 6.00%, 1/15/37		15,000		19,165
Hess Corp. 5.60%, 2/15/41		20,000		21,586
Marathon Petroleum Corp. 6.50%, 3/01/41		11,000		12,240
Oneok Partners LP 6.125%, 2/01/41		10,000		11,802
Petrobras International Finance Co. – Pifco (Cayman Islands) 6.75%, 1/27/41		12,000		13,889
Shell International Finance BV (Netherlands) 6.375%, 12/15/38		25,000		34,694
Suncor Energy, Inc. (Canada) 6.50%, 6/15/38		18,000		22,112
TransCanada PipeLines Ltd. (Canada) 7.625%, 1/15/39		12,000		17,802
Transocean, Inc. (Cayman Islands) 6.80%, 3/15/38		15,000		17,457

				170,747


	Principal Amount		Value

Financial — 0.7%
Allstate (The) Corp. 5.55%, 5/09/35	$	33,000	$	38,486
Bank of America NA 6.00%, 10/15/36		30,000		29,500
Chubb Corp. 6.00%, 5/11/37		17,000		22,230
General Electric Capital Corp., MTN 5.875%, 1/14/38		19,000		21,679
Goldman Sachs Capital II 4.000%, 6/01/43 (b)		8,000		5,320
JPMorgan Chase & Co. 5.50%, 10/15/40		28,000		29,922
Principal Financial Group, Inc. 6.05%, 10/15/36		6,000		6,935
Prudential Financial, Inc., MTN 6.20%, 11/15/40		15,000		16,705
Wachovia Bank NA, MTN 6.60%, 1/15/38		28,000		35,179

				205,956

Industrial — 0.5%
Burlington Northern Santa Fe LLC 6.15%, 5/01/37		27,000		34,143
Caterpillar, Inc. 5.20%, 5/27/41		12,000		14,570
CSX Corp. 6.00%, 10/01/36		28,000		33,598
GE Capital Trust I 6.375%, 11/15/67 (b)		8,000		8,220
Lockheed Martin Corp., Series B 6.15%, 9/01/36		4,000		5,042
Norfolk Southern Corp. 7.90%, 5/15/97		7,000		11,080
United Parcel Service, Inc. 6.20%, 1/15/38		7,000		9,604
United Technologies Corp. 6.125%, 7/15/38		17,000		22,087

				138,344

Technology — 0.1%
Oracle Corp. 5.375%, 7/15/40		22,000		26,899

Utilities — 0.7%
Florida Power & Light Co. 5.95%, 2/01/38		11,000		14,761
5.25%, 2/01/41		14,000		17,406
Georgia Power Co. 5.40%, 6/01/40		15,000		18,395
MidAmerican Energy Holdings Co. 6.125%, 4/01/36		55,000		69,944
Pacific Gas & Electric Co. 6.05%, 3/01/34		52,000		66,563
Southern California Edison Co. 6.05%, 3/15/39		4,000		5,428
Southern California Gas Co. 5.125%, 11/15/40		14,000		17,514

				210,011

(a) Affiliated company. The Advisor is a subsidiary of Deutsche Bank AG. Therefore, Deutsche Bank AG is considered to be affiliated with the Fund.


	Number of Shares		Value

COMMON STOCKS — 26.9%
Basic Materials — 1.3%
Air Liquide S.A. (France)		29	$	3,136
Allied Nevada Gold Corp.*		84		2,179
Anglo American PLC (United Kingdom)		205		6,219
BASF SE (Germany)		95		6,623
Bayer AG (Germany)		90		5,691
BHP Billiton Ltd. (Australia)		423		13,117
BHP Billiton PLC (United Kingdom)		302		7,876
Coeur d’Alene Mines Corp.*		84		1,420
Dow Chemical (The) Co.		234		7,268
E.I. du Pont de Nemours & Co.		160		7,722
Freeport-McMoRan Copper & Gold, Inc.		134		4,293
Hecla Mining Co.		267		1,135
Horsehead Holding Corp.*		200		1,772
Linde AG (Germany)		39		5,984
Molycorp, Inc.*		134		2,637
Newcrest Mining Ltd. (Australia)		154		3,722
Newmont Mining Corp.		108		5,093
Quaker Chemical Corp.		67		2,800
Rio Tinto Ltd. (Australia)		86		4,743
Rio Tinto PLC (United Kingdom)		234		10,012
Rockwood Holdings, Inc.*		53		2,565
Syngenta AG (Switzerland)		32		10,241
Vulcan Materials Co.		150		5,198
Westlake Chemical Corp.		67		3,651
WR Grace & Co.*		67		3,518
Xstrata PLC (United Kingdom)		345		4,899

				133,514

Communications — 3.1%
AboveNet, Inc.*		67		5,582
Acme Packet, Inc.*		100		2,288
Amazon.com, Inc.*		74		15,755
Aruba Networks, Inc.*		134		1,761
AT&T, Inc.		1,265		43,226
Cisco Systems, Inc.		1,139		18,600
Comcast Corp., Class A		581		16,797
Corning, Inc.		391		5,078
Deutsche Telekom AG (Germany)		300		2,958
DISH Network Corp., Class A		401		11,244
eBay, Inc.*		267		10,464
France Telecom S.A. (France)		200		2,512
Google, Inc., Class A*		59		34,270
InterDigital, Inc.		67		1,654
IPG Photonics Corp.*		67		2,868
Motorola Solutions, Inc.		334		16,059
News Corp., Class A		392		7,526
Nokia OYJ (Finland)		378		993
NTT DoCoMo, Inc. (Japan)		1		1,595
Rackspace Hosting, Inc.*		166		8,212
Softbank Corp. (Japan)		200		6,249
Sprint Nextel Corp.*		2,937		7,548
Telefonaktiebolaget LM Ericsson, Class B (Sweden)		615		5,219
Thomson Reuters Corp. (Canada)		150		4,121
TIBCO Software, Inc.*		215		5,751
Time Warner, Inc.		234		8,066


	Number of Shares		Value

Communications (Continued)
United Online, Inc.		467	$	1,845
Verizon Communications, Inc		541		22,527
Viasat, Inc.*		67		2,815
Vivendi (France)		138		2,228
Vodafone Group PLC (United Kingdom)		8,001		21,305
Walt Disney (The) Co.		397		18,146
Yahoo!, Inc.*		300		4,572

				319,834

Consumer, Cyclical — 2.7%
Alaska Air Group, Inc.*		100		3,430
Ascena Retail Group, Inc.*		240		4,543
Bayerische Motoren Werke AG (Germany)		65		4,911
Bebe Stores, Inc.		401		2,558
Brunswick Corp.		134		2,935
Cabela’s, Inc.*		67		2,368
Cash America International, Inc.		67		2,980
Cie Financiere Richemont S.A. (Switzerland)		67		3,816
Cinemark Holdings, Inc.		188		4,335
Columbia Sportswear Co.		23		1,106
CROCS, Inc.*		67		1,133
CVS Caremark Corp.		288		12,943
Daimler AG (Germany)		87		4,026
Dana Holding Corp.		200		2,664
Deckers Outdoor Corp.*		50		2,784
Dillard’s, Inc., Class A		33		2,219
DSW, Inc., Class A		67		3,999
Ezcorp, Inc., Class A*		67		1,581
Ford Motor Co.		832		8,786
Hennes & Mauritz AB, Class B (Sweden)		103		3,057
Honda Motor Co. Ltd. (Japan)		172		5,510
Johnson Controls, Inc.		150		4,521
Kohl’s Corp.		267		12,234
Las Vegas Sands Corp.		134		6,188
McDonald’s Corp.		214		19,119
Men’s Wearhouse (The), Inc.		75		2,699
Mitsubishi Corp. (Japan)		166		3,250
Mitsui & Co. Ltd. (Japan)		240		3,379
Nike, Inc., Class B		100		10,818
Nintendo Co. Ltd. (Japan)		11		1,281
Nu Skin Enterprises, Inc., Class A		100		4,288
Penske Automotive Group, Inc.		134		3,294
Polaris Industries, Inc.		100		7,597
Red Robin Gourmet Burgers, Inc.*		67		2,144
Saks, Inc.*		250		2,465
Sally Beauty Holdings, Inc.*		200		5,286
Sony Corp. (Japan)		113		1,513
Steelcase, Inc., Class A		134		1,175
Target Corp.		134		7,760
Titan Machinery, Inc.*		134		4,133
Toyota Motor Corp. (Japan)		320		12,405
Ulta Salon Cosmetics & Fragrance, Inc.*		67		5,988
Under Armour, Inc., Class A*		33		3,324
Wal-Mart Stores, Inc.		784		51,602
Warnaco Group (The), Inc.*		55		2,448
Watsco, Inc.		50		3,681
Wesfarmers Ltd. (Australia)		207		5,863


	Number of Shares		Value

Consumer, Cyclical (Continued)
Wolverine World Wide, Inc.		67	$	2,848
World Fuel Services Corp.		106		3,975

				276,962

Consumer, Non-cyclical — 5.5%
Abbott Laboratories		314		19,402
Acacia Research-Acacia Technologies*		67		2,330
AMERIGROUP Corp.*		24		1,498
Amgen, Inc.		200		13,903
Anheuser-Busch InBev NV (Belgium)		75		5,077
AstraZeneca PLC (United Kingdom)		138		5,561
Brink’s (The) Co.		67		1,526
Bristol-Myers Squibb Co.		334		11,136
British American Tobacco PLC (United Kingdom)		186		8,756
Bruker Corp.*		163		2,417
Cardinal Health, Inc.		334		13,821
Catalyst Health Solutions, Inc.*		80		6,950
Centene Corp.*		100		3,614
Coca-Cola (The) Co.		531		39,682
Cubist Pharmaceuticals, Inc.*		67		2,688
DANONE S.A. (France)		87		5,582
Diageo PLC (United Kingdom)		252		6,000
Geo Group (The), Inc.*		67		1,458
Geron Corp.*		734		962
GlaxoSmithKline PLC (United Kingdom)		775		17,153
Harris Teeter Supermarkets, Inc.		86		3,228
HEALTHSOUTH Corp.*		150		2,871
Healthways, Inc.*		133		871
Humana, Inc.		200		15,277
Imperial Tobacco Group PLC (United Kingdom)		194		6,993
Incyte Corp. Ltd.*		134		2,856
Intuitive Surgical, Inc.*		33		17,262
JM Smucker (The) Co.		134		10,259
Johnson & Johnson		625		39,018
Kraft Foods, Inc., Class A		338		12,934
Lancaster Colony Corp.		43		2,895
Lexicon Pharmaceuticals, Inc.*		1,669		2,654
Live Nation Entertainment, Inc.*		300		2,805
Magellan Health Services, Inc.*		69		2,910
MannKind Corp.*		801		1,458
MasterCard, Inc., Class A		23		9,350
Medicis Pharmaceutical Corp., Class A		67		2,419
Merck & Co., Inc.		650		24,427
Navigant Consulting, Inc.*		267		3,196
Nestle S.A. (Switzerland)		453		25,662
Novartis AG (Switzerland)		309		16,042
Novo Nordisk A/S, Class B (Denmark)		53		7,051
Onyx Pharmaceuticals, Inc.*		67		3,067
Pfizer, Inc.		1,742		38,098
Procter & Gamble (The) Co		564		35,132
Quidel Corp.*		200		3,144
Roche Holding AG (Switzerland)		110		17,161
Rollins, Inc.		220		4,673
Salix Pharmaceuticals Ltd.*		100		5,181
Sanofi (France)		112		7,617


	Number of Shares		Value

Consumer, Non-cyclical (Continued)
Seaboard Corp.*		1	$	1,986
Seattle Genetics, Inc.*		134		2,610
Select Medical Holdings Corp.*		200		1,848
Sirona Dental Systems, Inc.*		13		556
Sotheby’s		100		3,050
Takeda Pharmaceutical Co. Ltd. (Japan)		107		4,469
Tesco PLC (United Kingdom)		832		3,874
Teva Pharmaceutical Industries Ltd. (Israel)		125		5,008
Tootsie Roll Industries, Inc.		69		1,542
TreeHouse Foods, Inc.*		50		2,851
Unilever NV (Netherlands)		231		7,268
Unilever PLC (United Kingdom)		132		4,147
United Rentals, Inc.*		67		2,315
UnitedHealth Group, Inc.		226		12,604
ViroPharma, Inc.*		67		1,349
Visa, Inc., Class A		148		17,050

				568,554

Diversified — 0.1%
Compass Diversified Holdings		67		879
LVMH Moet Hennessy Louis Vuitton S.A. (France)		31		4,577

				5,456

Energy — 2.7%
Berry Petroleum Co., Class A		117		4,552
BG Group PLC (United Kingdom)		391		7,477
Bill Barrett Corp.*		15		290
BP PLC (United Kingdom)		2,096		12,740
Cameron International Corp.*		200		9,138
Chevron Corp.		431		42,372
ConocoPhillips		284		14,813
Crosstex Energy, Inc.		200		2,702
Dril-Quip, Inc.*		50		3,030
Endeavour International Corp.*		200		1,998
ENI S.p.A (Italy)		276		5,324
EQT Corp.		134		6,215
Exxon Mobil Corp.		1,055		82,954
Halliburton Co.		200		6,012
McMoRan Exploration Co.*		134		1,304
Peabody Energy Corp.		229		5,349
Royal Dutch Shell PLC, Class A (United Kingdom)		397		12,288
Royal Dutch Shell PLC, Class B (United Kingdom)		306		9,789
RPC, Inc.		180		1,868
Schlumberger Ltd. (Netherland Antilles)		289		18,279
Southwestern Energy Co.*		290		8,129
Statoil ASA (Norway)		439		9,905
Total S.A. (France)		234		10,059
Vantage Drilling Co.*		1,602		2,403
Woodside Petroleum Ltd. (Australia)		59		1,841

				280,831

Financial — 5.2%
1st Source Corp.		134		2,856
Alexander’s, Inc. REIT		9		3,520
Allianz SE (Germany)		49		4,429


	Number of Shares		Value

Financial (Continued)
Allstate (The) Corp.		534	$	18,124
Alterra Capital Holdings Ltd. (Bermuda)		134		2,976
American Campus Communities, Inc. REIT		110		4,829
American Capital Agency Corp. REIT		134		4,378
American Capital Ltd.*		500		4,630
American Express Co.		250		13,958
American International Group, Inc.*		401		11,701
Apollo Investment Corp.		300		2,232
Australia & New Zealand Banking Group Ltd. (Australia)		446		9,041
AvalonBay Communities, Inc. REIT		67		9,363
AXA S.A. (France)		160		1,797
Banco Bilbao Vizcaya Argentaria S.A. (Spain)		328		1,866
Banco Santander S.A. (Spain)		1,470		7,807
Bank of America Corp.		2,395		17,603
Barclays PLC (United Kingdom)		1,969		5,343
Berkshire Hathaway, Inc., Class B*		539		42,775
BioMed Realty Trust, Inc. REIT		150		2,708
BNP Paribas (France)		190		6,043
Boston Private Financial Holdings, Inc.		467		4,212
Boston Properties, Inc. REIT		150		15,439
CBL & Associates Properties, Inc. REIT		200		3,492
Charles Schwab (The) Corp.		301		3,750
Chemical Financial Corp.		134		2,724
Citigroup, Inc.		627		16,622
Cohen & Steers, Inc.		67		2,167
Commonwealth Bank of Australia (Australia)		246		11,787
Credit Acceptance Corp.*		50		4,237
Credit Suisse Group AG (Switzerland)		93		1,762
DCT Industrial Trust, Inc. REIT		267		1,554
Deutsche Bank AG (Germany) (a)		112		4,028
Entertainment Properties Trust REIT		50		2,064
Equity Lifestyle Properties, Inc. REIT		50		3,293
Equity One, Inc. REIT		154		3,058
Equity Residential REIT		50		3,055
Franklin Resources, Inc.		51		5,446
Goldman Sachs Group (The), Inc.		110		10,528
Hatteras Financial Corp. REIT		67		1,913
HCP, Inc. REIT		401		16,376
HFF, Inc., Class A*		200		2,616
Highwoods Properties, Inc. REIT		97		3,129
Home Properties, Inc. REIT		50		2,997
HSBC Holdings PLC (United Kingdom)		2,338		18,335
ING Groep NV (Netherlands)*		601		3,471
Invesco Mortgage Capital, Inc. REIT		67		1,215
JPMorgan Chase & Co.		822		27,249
Kilroy Realty Corp. REIT		33		1,515
LaSalle Hotel Properties REIT		100		2,758
Lloyds Banking Group PLC (United Kingdom)*		5,484		2,142
Meadowbrook Insurance Group, Inc.		267		2,374
MFA Financial, Inc. REIT		388		2,957
Mid-America Apartment Communities, Inc. REIT		40		2,696
Mitsubishi UFJ Financial Group, Inc. (Japan)		1,292		5,602
Mizuho Financial Group, Inc. (Japan)		6,327		9,279
National Australia Bank Ltd. (Australia)		182		3,968
National Retail Properties, Inc. REIT		140		3,709


	Number of Shares		Value

Financial (Continued)
NewStar Financial, Inc.*		267	$	2,985
Nordea Bank AB (Sweden)		314		2,319
OMEGA Healthcare Investors, Inc. REIT		146		3,082
PennantPark Investment Corp.		267		2,603
Pinnacle Financial Partners, Inc.*		200		3,412
Post Properties, Inc. REIT		67		3,243
Primerica, Inc.		67		1,613
ProAssurance Corp.		51		4,495
Prosperity Bancshares, Inc.		68		2,905
Prudential PLC (United Kingdom)		621		6,480
Public Storage REIT		50		6,674
S&T Bancorp, Inc.		134		2,301
Signature Bank*		50		3,071
Simon Property Group, Inc. REIT		55		8,114
Societe Generale (France)*		50		993
Standard Chartered PLC (United Kingdom)		201		4,050
Sumitomo Mitsui Financial Group, Inc. (Japan)		222		6,480
SVB Financial Group*		50		2,983
T. Rowe Price Group, Inc.		234		13,477
Tanger Factory Outlet Centers, Inc. REIT		74		2,295
UBS AG (Switzerland)		348		3,921
Universal Health Realty Income Trust REIT		50		1,933
Washington Real Estate Investment Trust REIT		103		2,898
Wells Fargo & Co.		1,134		36,344
WesBanco, Inc.		134		2,724
Westamerica Bancorporation		43		1,923
Westpac Banking Corp. (Australia)		408		8,030
Weyerhaeuser Co. REIT		489		9,736
Zurich Financial Services AG (Switzerland)		15		3,066

				545,648

Industrial — 2.3%
ABB Ltd. (Switzerland)		240		3,757
Actuant Corp., Class A		67		1,753
Acuity Brands, Inc.		50		2,725
AO Smith Corp.		67		3,093
Brady Corp., Class A		100		2,744
Caterpillar, Inc.		109		9,550
CIE de St-Gobain (France)		117		4,140
CLARCOR, Inc.		83		4,050
Clean Harbors, Inc.*		100		6,207
Cymer, Inc.*		67		3,629
Drew Industries, Inc.*		134		3,558
Eaton Corp.		47		2,005
Emerson Electric Co.		152		7,109
EnerSys*		67		2,210
Fanuc Corp. (Japan)		40		6,897
FedEx Corp.		50		4,457
FEI Co.*		67		3,067
General Dynamics Corp.		83		5,313
General Electric Co.		2,265		43,239
Genesee & Wyoming, Inc., Class A*		67		3,357
Golar LNG Ltd. (Bermuda)*		67		2,347
GrafTech International Ltd.*		200		2,134
Greenbrier Cos., Inc.*		134		1,855
HEICO Corp.		83		3,458
Ingersoll-Rand PLC (Ireland)		350		14,458


	Number of Shares		Value

Industrial (Continued)
Jacobs Engineering Group, Inc.*		134	$	4,760
John Bean Technologies Corp.		134		1,867
Komatsu Ltd. (Japan)		134		3,209
Koninklijke Philips Electronics NV (Netherlands)		126		2,228
Measurement Specialties, Inc.*		67		2,189
Multi-Fineline Electronix, Inc.*		134		3,319
Nordson Corp.		33		1,769
Norfolk Southern Corp.		67		4,390
Old Dominion Freight Line, Inc.*		67		2,919
Polypore International, Inc.*		67		2,478
Republic Services, Inc.		369		9,726
Robbins & Myers, Inc.		67		3,055
Sauer-Danfoss, Inc.		67		2,421
Schneider Electric S.A. (France)		49		2,609
Siemens AG (Germany)		95		7,812
Silgan Holdings, Inc.		59		2,466
Stanley Black & Decker, Inc.		134		8,877
Teledyne Technologies, Inc.*		67		3,992
Thermo Fisher Scientific, Inc.		100		5,048
Triumph Group, Inc.		67		4,009
United Parcel Service, Inc., Class B		206		15,438
Vinci S.A. (France)		47		1,877

				243,570

Technology — 3.6%
Accenture PLC, Class A (Ireland)		134		7,651
Activision Blizzard, Inc.		1,068		12,538
Apple, Inc.*		168		97,058
Ariba, Inc.*		134		6,021
Canon, Inc. (Japan)		200		8,034
Concur Technologies, Inc.*		80		4,948
Deltek, Inc.*		401		4,206
EPIQ Systems, Inc.		200		2,206
Fortinet, Inc.*		200		4,250
Hewlett-Packard Co.		467		10,592
Intel Corp.		1,051		27,158
International Business Machines Corp.		250		48,224
Jack Henry & Associates, Inc.		68		2,245
Mantech International Corp., Class A		67		1,461
MedAssets, Inc.*		134		1,517
Mentor Graphics Corp.*		200		2,820
Microsemi Corp.*		134		2,366
Microsoft Corp.		1,670		48,748
Monolithic Power Systems, Inc.*		200		3,758
Monotype Imaging Holdings, Inc.*		200		2,740
Omnicell, Inc.*		134		1,754
Oracle Corp.		1,068		28,271
Parametric Technology Corp.*		130		2,626
QLIK Technologies, Inc.*		134		3,046
QUALCOMM, Inc.		334		19,141
Quest Software, Inc.*		154		3,850
Riverbed Technology, Inc.*		148		2,427
Silicon Graphics International Corp.*		200		1,178
Silicon Image, Inc.*		467		2,064
TriQuint Semiconductor, Inc.*		250		1,303
VeriFone Systems, Inc.*		33		1,192
Xerox Corp.		1,367		9,870

				375,263


	Number of Shares		Value

Utilities — 0.4%
CenterPoint Energy, Inc.		401	$	8,113
E.ON AG (Germany)		206		3,765
ENEL S.p.A (Italy)		545		1,551
GDF Suez (France)		124		2,449
Iberdrola S.A. (Spain)		884		3,361
National Grid PLC (United Kingdom)		695		6,953
Piedmont Natural Gas Co., Inc.		118		3,578
South Jersey Industries, Inc.		67		3,243
Southern Co.		155		7,116

				40,129

TOTAL COMMON STOCKS (Cost $2,864,699)				2,789,761

PREFERRED STOCKS — 0.0% (b)
Consumer, Cyclical — 0.0% (b)
Volkswagen AG (Germany)		31		4,948

TOTAL PREFERRED STOCKS (Cost $6,630)				4,948


	Principal Amount		Value
CORPORATE BONDS — 9.4%
Basic Materials — 0.1%
BHP Billiton Finance USA Ltd. (Australia) 4.80%, 4/15/13	$	15,000		15,552

Communications — 0.5%
Cellco Partnership/Verizon Wireless Capital LLC 5.55%, 2/01/14		13,000		13,964
Comcast Cable Communications Holdings, Inc. 8.375%, 3/15/13		33,000		34,899
Google, Inc. 1.25%, 5/19/14		7,000		7,110

				55,973


Consumer, Cyclical — 0.2%
Wal-Mart Stores, Inc. 4.55%, 5/01/13		19,000		19,685

Consumer, Non-cyclical — 0.5%
Kroger (The) Co. 5.50%, 2/01/13		27,000		27,842
Wyeth 5.50%, 2/01/14		17,000		18,387

				46,229

Energy — 0.7%
Apache Corp. 5.25%, 4/15/13		13,000		13,499
BP Capital Markets PLC (United Kingdom) 3.625%, 5/08/14		20,000		20,947
Spectra Energy Capital LLC 6.25%, 2/15/13		40,000		41,293

				75,739


	Principal Amount		Value

Financial — 5.5%
Bank of America Corp., MTN 3.125%, 6/15/12	$	72,000	$	72,058
Bank of America Corp. 4.875%, 1/15/13		75,000		76,322
Bank of New York Mellon (The) Corp. 4.30%, 5/15/14		35,000		37,414
Boeing Capital Corp. 5.80%, 1/15/13		36,000		37,168
Caterpillar Financial Services Corp., MTN 6.125%, 2/17/14		13,000		14,150
Citigroup, Inc. 6.375%, 8/12/14		17,000		18,241
General Electric Capital Corp., Series G, MTN 5.25%, 10/19/12		13,000		13,233
HSBC Finance Corp. 6.375%, 11/27/12		51,000		52,291
JPMorgan Chase & Co. 5.75%, 1/02/13		150,000		153,986
Morgan Stanley 5.30%, 3/01/13		43,000		43,868
Prudential Financial, Inc., Series B, MTN 5.10%, 9/20/14		24,000		25,848
Wachovia Corp. 5.25%, 8/01/14		29,000		31,028

				575,607

Government — 1.4%
European Investment Bank, MTN (Supranational) 4.625%, 5/15/14		104,000		111,434
Inter-American Development Bank (Supranational) 4.375%, 9/20/12		33,000		33,388

				144,822

Technology — 0.2%
Hewlett-Packard Co. 6.125%, 3/01/14		17,000		18,277

Utilities — 0.3%
Exelon Generation Co. LLC 5.35%, 1/15/14		27,000		28,679

TOTAL CORPORATE BONDS (Cost $970,896)				980,563

UNITED STATES GOVERNMENT & AGENCIES OBLIGATIONS — 63.3%
Federal Home Loan Mortgage Corp. — 3.6%
4.50%, 1/15/13		360,000		369,643

Federal National Mortgage Association — 0.7%
1.50%, 6/26/13		74,000		75,018

United States Treasury Bonds/ Notes — 59.0%
1.75%, 8/15/12		169,500		170,096
1.375%, 9/15/12		369,000		370,398
1.375%, 10/15/12		377,000		378,797


	Principal Amount		Value

United States Treasury Bonds/ Notes (Continued)
1.125%, 12/15/12	$	415,100	$	417,322
2.875%, 1/31/13		468,800		477,260
2.50%, 3/31/13		363,700		370,718
1.125%, 6/15/13		266,900		269,455
1.00%, 7/15/13		79,400		80,098
3.375%, 7/31/13		323,000		334,848
3.125%, 8/31/13		357,000		369,886
0.75%, 9/15/13		397,000		399,652
0.75%, 12/15/13		383,700		386,638
1.25%, 2/15/14		333,700		339,279
1.00%, 5/15/14		472,500		479,162
4.75%, 5/15/14		588,900		640,152
2.625%, 7/31/14		372,000		390,687
2.375%, 8/31/14		102,000		106,733
0.375%, 11/15/14		136,000		136,213

				6,117,394

TOTAL UNITED STATES GOVERNMENT & AGENCIES OBLIGATIONS (Cost $6,540,717)				6,562,055

SOVEREIGN BOND — 0.2%
United Mexican States, Series A, MTN (Mexico) 6.375%, 1/16/13		20,000		20,680

TOTAL SOVEREIGN BONDS (Cost $20,684)				20,680

RIGHTS — 0.0% (b)
Basic Materials — 0.0% (b)
Air Liquide S.A., expires 6/08/12* (France)		29		313

Communications — 0.0% (b)
Vivendi, expires 5/31/31* (France)		14		8

TOTAL RIGHTS (Cost $0)				321

TOTAL INVESTMENTS — 99.8% (Cost $10,403,626)			$	10,358,328
Other assets less liabilities — 0.2%				17,971

NET ASSETS — 100.0%			$	10,376,299

MTN – Medium Term Note.

REIT – Real Estate Investment Trust.

* Non-income producing securities.

(a) Affiliated company. The Advisor is a subsidiary of Deutsche Bank AG. Therefore, Deutsche Bank AG is considered to be affiliated with the Fund.

(b) Less than 0.1%.

db-X Exchange-Traded Funds Inc. (the “Company”) was organized as a Maryland corporation on December 22, 2006 and is registered under the Investment Company Act of 1940, as amended (the “Act”).

As of May 31, 2012, there were five (5) series of exchange-traded funds (“ETF”) (each, a “Fund,” and collectively, the “Funds,” or “db-X Exchange-Traded Funds”) in operation and trading:

DBX Strategic Advisors LLC (“DBX” or the “Advisor”) serves as investment advisor to the Funds and has overall responsibility for the general management and administration of the Funds, subject to the supervision of the Funds’ Board of Directors.

Each Fund offers shares, known as db-X Target Date Shares, that are listed and traded on the NYSE Arca, Inc. (“NYSE Arca”). Unlike conventional mutual funds, each Fund issues and redeems shares on a continuous basis, at net asset value, only in large specified lots consisting of 200,000 shares, each called a “Creation Unit.” Except when aggregated in Creation Units, shares are not individually redeemable securities of the Funds.

The investment objective of each Fund is to track the performance, before fees and expenses, of a particular index (the “Underlying Index”). Zacks Investment Research (“Zacks”) is the creator of each Underlying Index. Each Underlying Index is comprised of a mix of securities from three broad asset classes: international equities, domestic equities, and fixed income, which includes cash, cash equivalents or short-term money market instruments. Short-term instruments include obligations of the U.S. government and its agencies or instrumentalities; commercial paper, variable amount master demand notes and other debt securities, including high quality U.S. dollar-denominated short-term bonds and notes issued by domestic and foreign corporations; variable and floating rate securities; bank obligations; repurchase agreements collateralized by these securities; and shares of other investment companies that primarily invest in any of the above-referenced securities. These Underlying Indexes are designed to reflect a portfolio of investments that can be used for lifecycle investing. Lifecycle investing is an investment technique that starts by targeting a particular investment horizon. That investment horizon corresponds to the date the investor expects to need his or her invested assets.

Each Fund is entitled to use its respective Underlying Index pursuant to a licensing agreement between Zacks and DBX. There is no charge to the Funds in connection with these licensing agreements.

Each Fund may invest in securities of non-U.S. issuers that may trade in non-U.S. Markets. This may involve certain considerations and risks not typically associated with securities of U.S. issuers. Such risks include, but are not limited to: generally less liquid and less efficient securities markets; generally greater price volatility; exchange rate fluctuations and exchange controls; imposition of restrictions on the expatriation of funds or other assets of the Fund; less publicly available information about issuers; the imposition of withholding or other taxes; higher transaction and custody costs; settlement delays and risk of loss attendant in settlement procedures; difficulties in enforcing contractual obligations; less regulation of securities markets; different accounting, disclosure and reporting requirements; more substantial governmental involvement in the economy; higher inflation rates; greater social, economic and political uncertainties; the risk of nationalization or expropriation of assets and the risk of war.

Pursuant to the Company’s organizational documents, the Company’s officers and directors are indemnified against certain liabilities that may arise out of the performance of their duties to the Funds. Additionally, in the normal course of business the Company enters into contracts that contain a variety of representations that provide indemnification for certain liabilities. The director’s maximum exposure under these arrangements is unknown, as this would involve future claims that may be made against the Funds that have not yet occurred. However, the Company expects the risk of loss to be remote.

The financial statements have been prepared in conformity with U.S. generally accepted accounting principles (“U.S. GAAP”), which require management to make certain estimates and assumptions that affect the reported amounts and disclosures in the financial statements. Actual results could differ from those estimates. The following is a summary of significant accounting policies followed by the Funds.

Investment Valuation The Net Asset Value (“NAV”), of each Fund’s shares is calculated each business day as of the close of regular trading on the New York Stock Exchange, generally 4:00 p.m. Eastern Time. NAV per share is calculated by dividing a Fund’s net assets by the number of Fund shares outstanding. Any assets or securities for which market quotations are not readily available are valued at fair-value in accordance with procedures adopted by the Board of Directors. The Board of Directors has delegated to the Advisor the responsibility to exercise oversight in the administration of these procedures.

Foreign securities (including foreign exchange contracts) are converted into U.S. dollar amounts using the applicable exchange rates as of the close of the New York Stock Exchange (“NYSE”). If market quotations are available and reliable for foreign exchange traded equity securities, the securities will be valued at the market quotations. Because trading hours for certain foreign securities end before the close of the NYSE, closing market quotations may become unreliable. If between the time trading ends on a particular security and the close of the customary trading session on the NYSE, events occur that are significant and make the closing price unreliable, the Funds may fair value the security. If the event is likely to have affected the closing price of the security, the security will be valued at fair value in good faith using procedures approved by the Board of Trustees. Adjustments to closing prices to reflect fair value may also be based on a screening process of an independent pricing service to indicate the degree of certainty, based on historical data, that the closing price in the principal market where a foreign security trades is not the current value as of the close of the NYSE. Foreign securities meeting the approved degree of certainty that the price is not reflective of current value will be priced at the indication of fair value from the independent pricing service. Multiple factors may be considered by the independent pricing service in determining adjustments to reflect fair value and may include information relating to sector indices, American Depositary Receipts and domestic and foreign index futures. Foreign securities may have additional risks including exchange rate changes, potential for sharply devalued currencies and high inflation, political and economical upheaval, the relative lack of issuer information, relatively low market liquidity and the potential lack of strict financial and accounting controls and standards.

In general, the market value of securities which are readily available and deemed reliable are determined as follows: securities listed on a national securities exchange (other than securities listed on the NASDAQ Stock Market, Inc. (“NASDAQ”)) or on a foreign securities exchange are valued at the last sale price at the close of the exchange or foreign securities exchange. If there has been no sale on such day, the securities are valued at the last traded price from the previous day. Securities listed on more than one exchange are valued by reference to the principal exchange on which the securities are traded; securities listed only on NASDAQ are valued in accordance with the NASDAQ Official Closing Price.

U.S. government securities and other debt instruments having 60 days or less remaining until maturity are valued at amortized cost if their original maturity was 60 days or less; or by amortizing their fair value as of the 61st day prior to maturity if their original term to maturity exceeded 60 days; fixed-income securities may be valued on the basis of prices provided by a pricing service or at a price obtained from one or more of the major broker/dealers. In cases where broker/dealer quotes are obtained, the Advisor may establish procedures whereby changes in market yields or spreads are used to adjust, on a daily basis, a recently obtained quoted price on a security.

Fair Value Measurement The Funds are subject to fair value accounting standards that define fair value, establish the framework for measuring fair value and provide a three-tier hierarchy to maximize the use of observable market data and minimize the use of unobservable inputs. Inputs refer broadly to the assumptions that market participants would use in pricing the asset or liability, including assumptions about risk, for example, the risk inherent in a particular valuation technique used to measure fair value. Inputs may be based on independent market data (“observable inputs”) or they may be internally developed (“unobservable inputs”). The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (level 1 measurement) and the lowest priority to unobservable inputs (level 3 measurements). The three levels of the fair value hierarchy are as follows:

The level of a value determined for a financial instrument within the fair value hierarchy is based on the lowest level of any input that is significant to the fair value measurement in its entirety. However, the determination of what constitutes an “observable” input may require significant judgment by the Funds. The Funds consider observable inputs to be market data that is readily available, regularly distributed or updated, reliable and verifiable, and provided by independent sources that are actively involved in the relevant market. The categorization of a value determined for a financial instrument within the hierarchy is based upon the pricing transparency of the instrument and does not necessarily correspond to the Funds’ perceived risk of that instrument.

Level 2 investments generally include certain U.S. government and sovereign obligations, most government agency securities, investment-grade corporate bonds and rights.

Level 3 investments may include unlisted securities related to corporate actions, securities whose trading have been suspended or which have been de-listed from their primary trading exchange and less liquid corporate debt securities. When observable prices are not available for these securities, the Funds use one or more valuation techniques (e.g., the market approach or the income approach) for which sufficient and reliable data is available. Within Level 3 of the fair value hierarchy, the use of the market approach generally consists of using comparable market transactions, while the use of the income approach generally consists of the net present value of estimated future cash flows, adjusted as appropriate for liquidity, credit, market and/or other risk factors.

The inputs used by the Funds in estimating the value of investments classified as Level 3 may include the original transaction price, quoted prices for similar securities or assets in active markets, completed or pending third-party transactions in the underlying investment or comparable issuers, and changes in financial ratios or cash flows. Level 3 securities may also be adjusted to reflect illiquidity and/or non-transferability, with the amount of such discount estimated by the Funds in the absence of market information. The fair value measurement of Level 3 securities does not include transaction costs that may have been capitalized as part of the security’s cost basis. Assumptions used by the Funds due to the lack of observable inputs may significantly impact the resulting fair value and therefore the Funds’ results of operations. There were no securities classified as Level 3 at May 31, 2012.

Fair value pricing could result in a difference between the prices used to calculate a Fund’s net asset value and the prices used by the Fund’s underlying index, which in turn could result in a difference between the Fund’s performance and the performance of the Fund’s underlying index.

The following table summarizes the valuation of each Fund’s investments by the above fair value hierarchy levels as of May 31, 2012:

In May 2011, the FASB issued ASU No. 2011-04 Amendments to Achieve Common Fair Value Measurement and Disclosure Requirements in U.S. GAAP and IFRSs. ASU 2011-04 includes common requirements for measurement of and disclosure about fair value between U.S. GAAP and IFRS. ASU 2011-04 will require reporting entities to disclose the following information for fair value measurements categorized within Level 3 of the fair value hierarchy: quantitative information about the unobservable inputs used in the fair value measurement, the valuation processes used by the reporting entity and a narrative description of the sensitivity of the fair value measurement to changes in unobservable inputs and the interrelationships between those unobservable inputs. In addition, ASU 2011-04 will require reporting entities to make disclosures about amounts and reasons for transfers in and out of Level 1 and Level 2 fair value measurements. The new and revised disclosures are effective for interim and annual reporting periods beginning after December 15, 2011. The Advisor is currently evaluating the implications of ASU No. 2011-04 and its impact on the financial statements.

In December 2011, FASB issued ASU No. 2011-11 related to Disclosures about Offsetting Assets and Liabilities. The amendments in this ASU require an entity to disclose information about offsetting and related arrangements to enable users of its financial statements to understand the effect of those arrangements on its financial position. The ASU is effective for annual reporting periods beginning on or after January 1, 2013, and interim periods within those annual periods. The guidance requires retrospective application for all comparative periods presented. The Advisor is currently evaluating the impact ASU 2011-11 will have on the financial statement disclosures.

Investment Transactions and Investment Income Investment transactions are recorded as of the date that the

securities are purchased or sold (trade date). Realized gains and losses from the sale or disposition of securities are calculated on the identified cost-method. Dividend income is net of any foreign taxes withheld at source. Interest income is recorded on the accrual basis. Discounts and premiums on securities purchased are accreted/amortized over the lives of the respective securities.

Tax Information and Dividends and Distributions to Shareholders It is each Fund’s policy to comply with all requirements of the Internal Revenue Code of 1986, as amended (“the Code”). Each fund intends to qualify for and to elect treatment as a separate Regulated Investment Company (“RIC”) under Subchapter M of the Code. It is the policy of each Fund to pay out dividends, if any, to investors at least annually sufficient to relieve it from all, or substantially all, Federal income and excise taxes. Taxable net realized gains from investment transactions, reduced by capital loss carryforwards, if any, are declared and distributed to shareholders at least annually. The capital loss carryforward amount, if any, is available to offset future net capital gains. The Funds may occasionally be required to make supplemental distributions at some other

time during the year. The Funds reserve the right to declare special distributions if, in their reasonable discretion, such action is necessary or advisable to preserve the status of each Fund as a RIC or to avoid imposition of income or excise taxes on undistributed income. Dividends and distributions to shareholders, if any, are recorded on the ex-dividend date. The amount of dividends and distributions from net investment income and net realized capital gains are determined in accordance with Federal income tax regulations which may differ from U.S. GAAP. These “book/tax” differences are either considered temporary or permanent in nature. To the extent these differences are permanent in nature, such amounts are reclassified at the end of the year within the components of net assets based on their federal tax treatment; temporary differences do not require reclassification. Dividends and distributions, which exceed earnings and profits for the full year for tax purposes, are reported as a tax return of capital. Each Fund pays out dividends from its net investment income to investors annually. Each Fund distributes any net capital gains annually.

The Funds are subject to accounting standards that establish a minimum threshold for recognizing, and a system for measuring, the benefits of a tax position taken or expected to be taken in a tax return. In accordance with U.S. GAAP requirements regarding accounting for uncertainties in income taxes, management has analyzed the Funds’ tax positions taken or expected to be taken on foreign, federal and state income tax returns for all open tax years and has concluded that no provision for income tax is required in the Funds’ financial statements.

Foreign Taxes The Funds may be subject to foreign taxes (a portion of which may be reclaimable) on income, capital gains on investments, certain foreign currency transactions or other corporate events. All foreign taxes are recorded in accordance with the applicable foreign tax regulations and rates that exist in the foreign jurisdictions in which the Funds invest. These foreign taxes, if any, are paid by the Funds and are reflected in their Statements of Operations as follows: foreign taxes withheld at source are presented as a reduction of income, foreign taxes on capital gains from sales of investments and foreign currency transactions are included in their respective net realized gain (loss) categories, and foreign taxes on other corporate events are reflected in “Other foreign taxes.” Foreign taxes payable as of May 31, 2012, if any, are disclosed in the Funds’ Statements of Assets and Liabilities.

Expenses Expenses that are directly related to a specific Fund are charged to that respective Fund. Expenses which are not readily identifiable to a specific Fund are allocated in such a manner as deemed equitable, taking into consideration the nature and type of expense and the relative net assets of each Fund.

Foreign Currency Translation The accounting records of the Funds are maintained in U.S. dollars. Foreign currencies, as well as investment securities and other assets and liabilities denominated in currencies other than the U.S. dollar are translated into U.S. dollars using an exchange rate deemed appropriate by the investment advisor. The effects of changes in foreign currency exchange rates on investments in securities are not segregated in the Statements of Operations from the effects of changes in market prices of those securities, but are included with the net realized and unrealized gain or loss on investments in securities. Unrealized gains and losses on assets and liabilities, other than investments in securities, which result from changes in foreign currency exchange rates have been included in “Net change in unrealized appreciation (depreciation) on foreign currency translations” on the Statements of Operations. The portion of foreign currency gains and losses related to fluctuations in exchange rates between the initial purchase trade date and subsequent sale trade date is included in “Net realized gain (loss) from foreign currency related transactions” on the Statements of Operations. Certain foreign exchange gains and losses included in realized and unrealized gains or losses are included in or are a reduction of ordinary income in accordance with U.S. Federal income tax regulations.

The Advisor has overall responsibility for the general management and administration of the Funds, subject to the supervision of the Fund’s Board of Directors. Under an investment advisory agreement between the Company, on behalf of the Funds, and the Advisor (the “Investment Advisory Agreement”), the Advisor is responsible for arranging sub-advisory, transfer agency, custody, fund administration, and all other non-distribution related services for the Funds to operate. The Advisor is also responsible for employing any sampling strategy for the Funds.

TDAM USA Inc. (“TDAM”) acts as investment sub-advisor to the Funds (“Sub-Advisor”). TDAM is a direct, wholly-owned subsidiary of The Toronto-Dominion Bank. The Sub-Advisor is responsible for the day-to-day management of the Funds, subject to the supervision of the Advisor and the Funds’ Board of Directors. In this regard, the Sub-Advisor is responsible for implementing the replication strategy for each Fund with regard to its underlying index and for general administration, compliance and management services as may be agreed between the Advisor and Sub Advisor from time to time.

For the services it provides to the Funds, the Advisor receives a unified advisory fee computed daily and payable monthly in an amount equal to 0.65% on an annualized basis of each Fund’s average daily net assets. Out of the advisory fee, the Advisor pays, or arranges for the payment of, all fees and expenses of the Transfer Agent, the Administrator and Accounting Agent and the Custodian. Each Fund is responsible for the payment of all other expenses associated with its operations, including but not limited to, brokerage expenses, taxes, interest, fees and expenses of counsel to the Funds, fees and expenses of the Disinterested Directors (including legal counsel fees), certain out-of-pocket expenses of the Advisor or Sub-Advisor, including, but not limited to, cost of obtaining prices for security valuations (including manual broker quotes), Federal Reserve charges related to securities transactions, postage and insurance on physical transfer items, telecommunication charges, and proxy voting execution, advice and reporting etc., fees and expenses of the Chief Compliance Officer and expenses associated with the Funds’ compliance program, litigation expenses, fees and expenses of the Funds’ independent auditors, registration fees, expenses associated with compliance by the Funds with regulatory requirements, including those relating to the development and distribution of its prospectus and shareholder reports, and extraordinary expenses. Pursuant to the Investment Advisory Agreement, the Advisor is authorized to engage one or more sub-advisors to perform any of the services contemplated to be performed by the Advisor under the Investment Advisory Agreement.

The Advisor pays TDAM, out of its own resources, a fee based on a percentage of the average daily net assets of each Fund as set forth below:

The Advisor has contractually agreed to reduce its fees and/or pay Fund operating expenses (excluding, among other things, acquired fund fees and expenses, interest, taxes and extraordinary expenses) in order to limit each Fund’s net annual operating expenses to 0.65% of the Fund’s average daily net assets (the “Expense Cap”). The Expense Cap will remain in effect until September 30, 2012. The Advisor is permitted to be reimbursed for fee reductions and/or expense payments made in the prior three fiscal years. This reimbursement may be paid to the Advisor if the aggregate amount actually paid by a Fund toward operating expenses for such fiscal year (taking into account the reimbursement) does not exceed the Expense Cap. No amounts were reimbursed under this contractual arrangement during the year ended May 31, 2012.

The amounts subject to potential reimbursement to the Advisor as of May 31, 2012 were as follows:

For the year ended May 31, 2012, the advisory fee waivers and expenses assumed by the Advisor were as follows:

The Bank of New York Mellon, a wholly-owned subsidiary of The Bank of New York Mellon Corporation, serves as Administrator, Custodian, Accounting Agent and Transfer Agent for each Fund.

ALPS Distributors, Inc. serves as the distributor of Creation Units for each Fund on an agency basis. The Distributor does not maintain a secondary market in shares of the Funds.

The Board of Directors is currently comprised of four Directors, of whom three are Independent Directors. The Company pays each Independent Director an annual fee of $30,000, plus a fee of $4,000 per meeting attended in-person or $1,000 per meeting attended telephonically. Each Independent Director also receives $2,000 per Audit Committee meeting attended in-person or $1,000 per meeting attended telephonically, although the Audit Committee Chairman receives $3,000 per Audit Committee meeting attended in-person. The Company reimburses each Director for their costs and expenses associated with the performance of their duties hereunder, including the cost and expenses associated with attendance at meetings of the Board. Directors’ fees and expenses are allocated among the Funds based on each Fund’s relative average daily net assets.

As of May 31, 2012, the components of accumulated earnings (losses) were as follows:

For the years ended May 31, 2012 and May 31, 2011, the tax characterization of distributions paid for each Fund was equal to the book characterization of distributions paid. The total distributions and distributions per share are disclosed in the accompanying Statement of Changes in Net Assets and the Financial Highlights for all Funds.

At May 31, 2012, for Federal income tax purposes, the Funds have capital loss carryforwards available as shown in the table below, to the extent provided by regulations, to offset future capital gains through the years indicated. To the extent that these loss carryforwards are used to offset future capital gains, it is probable that the capital gains so offset will not be distributed to shareholders.

db-X 2010 Fund, db-X 2020 Fund, db-X 2030 Fund, db-X 2040 Fund and db-X In-Target Fund utilized $323,969, $2,223,566, $2,064,299, $1,729,486 and $362,754 respectively, of capital loss carryforwards during the fiscal year ended May 31, 2012.

Under the recently enacted Regulated Investment Company Modernization Act of 2010 (the “Act”), the Funds will be permitted to carry forward capital losses incurred in taxable years beginning after December 22, 2010 for an unlimited period. However, any losses incurred during those future taxable years (beginning on June 1, 2011) will be required to be utilized prior to the losses incurred in pre-enactment taxable years. As a result of this ordering rule, pre-enactment capital loss carryforwards presented in the table above may be more likely to expire unused. Additionally, post-enactment capital losses that are carried forward will retain their character as either short-term or long-term capital losses rather than being considered all short-term as under previous law.

Capital losses incurred after October 31 (“post-October losses”) within the taxable year are deemed to arise on the first business day of each Fund’s next taxable year.

During the fiscal year ended May 31, 2012, the Funds incurred and elected to defer net capital losses as follows:

In order to present paid-in capital and accumulated net realized gains or losses on the Statements of Assets and Liabilities that more closely represent their tax character, certain adjustments have been made to additional paid-in capital, undistributed net investment income or loss and accumulated net realized gains or losses on investments. These differences are primarily due to currency gain/(loss) and redemptions-in-kind. For the fiscal year ended May 31, 2012, the adjustments were as follows:

As of May 31, 2012, the cost of investments for Federal income tax purposes and the aggregated gross unrealized appreciation/depreciation on investments was as follows:

The Advisor is a wholly-owned subsidiary of Deutsche Bank AG. Therefore, Deutsche Bank AG is considered to be affiliated with the Funds. The table below shows the transactions in and earnings from investments in Deutsche Bank AG Securities for the year ended May 31, 2012.

For the year ended May 31, 2012, the cost of investments purchased and proceeds from sale of investments (excluding in-kind transactions and short-term investments) were as follows:

For the year ended May 31, 2012 the cost of in-kind purchases and the proceeds from in-kind sales were as follows:

As of May 31, 2012, there were 12.5 billion Fund shares of $0.0001 par value authorized by the Company. Fund shares are issued and redeemed by each Fund only in Creation Units or multiples thereof. Except when aggregated in Creation Units, shares of each Fund are not redeemable. Transactions in capital shares for each Fund are disclosed in detail in the Statements of Changes in Net Assets. The consideration for the purchase of Creation Units of a Fund generally consists of the in-kind contribution of a designated portfolio of securities constituting a portfolio sampling representation of the securities included in the respective Fund’s underlying index and an amount of cash. Investors purchasing and redeeming Creation Units pay a purchase transaction fee and a redemption transaction fee to offset transfer and other transaction costs associated with the issuance and redemption of Creation Units.

The Company evaluated the need for disclosure and/or adjustment resulting from subsequent events through the date the financial statements were available to be issued. This evaluation did not result in any subsequent events that necessitated disclosure and/or adjustment.

We have audited the accompanying statements of assets and liabilities, including the schedules of investments, of db-X Exchange-Traded Funds Inc., formerly TDX Independence Funds, Inc. (the “Company”), consisting of: db-X 2010 Target Date Fund, db-X 2020 Target Date Fund, db-X 2030 Target Date Fund, db-X 2040 Target Date Fund, and db-X In-Target Date Fund (formerly, TDX Independence 2010 Exchange-Traded Fund, TDX Independence 2020 Exchange-Traded Fund, TDX Independence 2030 Exchange-Traded Fund, TDX Independence 2040 Exchange-Traded Fund, and TDX Independence In-Target Exchange-Traded Fund, respectively), as of May 31, 2012, and the related statements of operations for the year then ended, the statements of changes in net assets for each of the two years in the period then ended, and the financial highlights for each of the three years in the period then ended. These financial statements and financial highlights are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements and financial highlights based on our audits. The financial highlights for the indicated periods through May 31, 2009, were audited by other auditors whose report, dated July 28, 2009, expressed an unqualified opinion on such financial statements and financial highlights.

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 Company’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 Company’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 the 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 May 31, 2012, by correspondence with the custodian and brokers. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements and financial highlights referred to above present fairly, in all material respects, the financial position of db-X 2010 Target Date Fund, db-X 2020 Target Date Fund, db-X 2030 Target Date Fund, db-X 2040 Target Date Fund, db-X In-Target Date Fund of db-X Exchange-Traded Funds Inc. at May 31, 2012, the results of their operations for the year then ended, the changes in their net assets for each of the two years in the period then ended, and the financial highlights for each of the three years in the period then ended, in conformity with U.S. generally accepted accounting principles.

The tables that follow present information about the differences between the daily market price on secondary markets for shares of a Fund and that Fund’s net asset value (“NAV”). NAV is the price per share at which each Fund issues and redeems shares. It is calculated in accordance with the standard formula for valuing mutual fund shares. The price used to calculate market returns (“Market Price”) of each Fund generally is determined using the midpoint between the highest bid and the lower offer on the national securities exchange on which the shares of such Fund are listed for trading, as of the time that the Fund’s NAV is calculated. Each Fund’s Market Price may be at, above or below its NAV. The NAV of each Fund will fluctuate with changes in the market value of its portfolio holdings. The Market Price of each Fund will fluctuate in accordance with changes in its NAV, as well as market supply and demand. Shareholders may pay more than NAV when they buy Fund shares and receive less than NAV when they sell those shares, because shares are bought and sold at current market prices.

Premiums or discounts are the differences (expressed as a percentage) between the NAV and Market Price of a Fund on a given day, generally at the time NAV is calculated. A premium is the amount that a Fund is trading above the reported NAV, expressed as a percentage of the NAV. A discount is the amount that a Fund is trading below the reported NAV, expressed as a percentage of the NAV.

The following information shows the frequency distributions of premiums and discounts for each Fund included in this report. The information shown for each Fund is for each full calendar quarter completed after the inception date of such Fund, October 1, 2007, through the fiscal year ended May 31, 2012.

Each line in the table shows the number of trading days in which a Fund trades within the premium/discount range indicated. The number of trading days in each premium/discount range is also shown as a percentage of the total number of trading days in the period covered by each table. All data presented here represents past performance, which cannot be used to predict future results.

* Officers/Director of the Company are “interested persons” as defined in the 1940 Act.

** Effective February 22, 2011, Mr. Depetris was elected as a Director of the Company and appointed Chairman of the Board. On such date, Mr. Depetris was also elected President and Chief Executive Officer of the Company. Mr. Depetris has served as the Company’s Secretary since 2010.

The Fund’s SAI includes additional information about the Fund’s Directors and is available by calling 1-877-369-4617, or on the Company’s website at www.dbxstrategicadvisors.db.com.

At its meeting on February 13, 2012, the Board of Directors, including the Independent Directors (those not affiliated with the Trust or its service providers), unanimously approved the continuance of the Investment Advisory Agreement and Sub-Advisory Agreement (together, the “Agreements”), on behalf of each of db-X Exchange-Traded Fund’s five (5) underlying portfolios (each, a “Fund”, and together, the “Funds”).

In reaching this decision with respect to the Investment Advisory Agreement (the “Advisory Agreement”), the Board considered all factors it believed relevant, including (1) the nature, extent and quality of the services to be provided to the Funds and their shareholders; (2) the Adviser’s financial resources and its resulting ability to perform its obligations under the Advisory Agreement; (3) the competitiveness of the advisory fee; (4) the total cost of the services to be provided by and the profits that could be realized by the Adviser from its relationship with the Funds; and (5) the extent to which economies of scale would be realized as the Funds grow, and if the fund shareholders would benefit from those economies.

In reaching this decision with respect to the Sub-Advisory Agreement, the Board considered all factors it believed relevant, including (1) the nature, extent and quality of the services to be provided to the Funds and their shareholders (including the investment performance of TDAM’s index fund clients); (2) the performance of TDAM with respect to its management of index funds generally, as well as TDAM’s financial resources and its resulting ability to perform its obligations under the Sub-Advisory Agreement; (3) the competitiveness of the sub-advisory fee; (4) the total cost of the services to be provided by and the profits that could be realized by TDAM from its relationship with the Funds; and (5) the extent to which economies of scale would be realized as the Funds grow, and if the fund shareholders would benefit from those economies.

The Board reached a determination, with the assistance of Fund counsel and through the exercise of its business judgment, that approval of the Agreements and the compensation to be received thereunder is consistent with the Board’s duties under state and federal law. The Board reached this conclusion based on multiple factors.

The Board considered and reviewed materials distributed in advance of the meeting that provided a range of information on a variety of factors, including, among other things: (i) information about the duties and responsibilities of the board in connection with its review and consideration of the Agreements; and (ii) and performance and expense ratio information in comparison to peer registered investment companies (collectively, the “15(c) materials”). This information formed the primary, but not exclusive, basis for the Board’s determinations.

The Board considered the following in determining whether to approve the Advisory Agreement:

In considering the nature, extent and quality of services that the Adviser proposes to provide to the Funds, the Board reviewed in detail the nature, extent and quality of services to be provided by the Adviser under the Advisory Agreement. The Board noted that these services include, among other things, furnishing a continuous investment program for the Funds, including arranging for, or implementing, the purchase and sale of portfolio securities, the provision of general corporate services such as portfolio management compliance services and the preparation and filing of certain reports on behalf of the Fund. The Board also considered, among other things, the professional experience and qualifications of the senior management and key professional personnel of the Adviser, including those individuals responsible for portfolio management. The Board considered that the Adviser provides, at its own expense, office facilities and equipment for use by the Funds and supervisory persons responsible for supervising and monitoring the Fund’s service providers. The Board also considered that the Adviser pays for the compensation of officers of the Fund who are also officers or employees of the Adviser, except as may otherwise be determined by the Board. The Board also considered that the Adviser arranges for the provision of transfer agency, custody, fund administration and accounting, and other non-distribution services necessary for the Funds’ operation.

The Board considered the performance of the Funds by discussing the Funds’ annualized index tracking error since the commencement of investment operations, which provides a comparison between the NAV of each Fund’s underlying index as compared to the NAV of each respective Fund. The Board determined that the Funds had tracked their respective indices within acceptable ranges since the Advisory Agreement was previously approved by the Board.

The Board evaluated these factors in consultation with Fund counsel. Based on its review, the Board concluded that the nature, extent, and quality of services to be provided by the Adviser under the Advisory Agreement were reasonable and appropriate in relation to the fees to be paid to the Adviser, taking special consideration of the fact that the Funds were

subject to an expense waiver agreement which waived fees and/or reimbursed expenses after a specified point. The Board considered the staffing of the Adviser, including the training, qualifications and experience of investment personnel in managing index funds. The Board also considered the expertise of the Adviser in supervising third party service providers to the Fund, such as the administrator and custodian. The Board further considered the compliance program of the Adviser which supports the Fund’s compliance program.

In connection with the assessment of the ability of the Adviser to perform its duties under the Advisory Agreement, the Board considered the Adviser’s financial condition and whether it had the resources necessary to carry out its functions. The Board concluded that the Adviser had the financial resources necessary to perform its obligations under the Advisory Agreement.

The Board considered the level of the advisory fee for each Fund and discussed comparative advisory fees of other comparable exchange-traded funds. The Board considered that this type of information would be useful in assessing whether DBX would be providing services at a cost that was competitive with other exchange-traded funds. The Board concluded that the contract rate advisory fee and total fund expenses for each of the Funds were reasonable, but noted that the advisory fees charged by the Funds were higher than the advisory fees typically charged by the other exchange-traded funds. In concluding that the advisory fees and fund expenses were reasonable, the Board considered the Company’s innovative and unique investment process. In assessing this information, the Directors considered both the gross fees as well as the level of fees after waivers and/or reimbursements.

Based on its review, the Board concluded that the advisory fees were reasonable in light of the services provided.

The Board considered whether economies of scale would be realized by the Funds at higher asset levels. The Board also assessed whether certain costs would increase if asset levels rise. The Board concluded that under foreseeable conditions, they were unable to assess at this time whether economies of scale would be realized if the Funds were to experience significant growth. In the event there were to be significant asset growth in the Funds, the Board determined to reassess whether the advisory fees appropriately took into account any economies of scale that had been realized as a result of that growth.

Given all the information available to it and considering all material factors, the Board concluded that the Investment Advisory Agreement was fair and reasonable and it was unanimously approved.

The Board considered the following in determining whether to approve the Sub-Advisory Agreement:

In considering the nature, extent and quality of services that TDAM provides to the Funds, the Board reviewed in detail the nature, extent and quality of services to be provided by TDAM under the Advisory Agreement. The Board noted that these services include, among other things, furnishing a continuous investment program for the Funds, including arranging for, or implementing, the purchase and sale of portfolio securities.

The Board also considered TDAM’s operational capabilities and resources, and its experience in serving as investment sub-adviser to the Funds and other funds (including certain other index-based ETFs advised by the Adviser). The Board considered the professional experience and qualifications of TDAM’s senior management and key professional personnel, as well as TDAM’s depth and breadth of experience in managing investment portfolios consisting of U.S. and non-U.S. equity securities. In addition, the Board considered TDAM’s operational capabilities and resources, and TDAM’s experience in managing index funds covering various asset classes. The Board noted that TDAM manages its index-based portfolios using both full replication and sampling techniques and maintains strict discipline in the implementation of its indexing strategies. To that end, the Board noted that when there are changes to a benchmark index, TDAM closely monitors any such changes to devise strategies to realign its portfolios at the lowest possible cost while tracking the respective benchmark index. The Board also noted TDAM’s processes to minimize the cost of trading.

The Board evaluated these factors in consultation with Fund counsel. Based on its review, the Board concluded that the nature, extent, and quality of services to be provided by TDAM under the Sub-Advisory Agreement were reasonable and appropriate in relation to the fees to be paid to TDAM, taking special consideration of the fact that the fees to be paid to TDAM were payable by the Adviser and not the Funds.

The Board considered the performance of the Funds by discussing the Funds’ annualized index tracking error since the commencement of investment operations, which provides a comparison between the level of each Fund’s underlying index as compared to the NAV of each respective Fund. The Board determined that the Funds had tracked their respective indices within acceptable ranges since the Sub-Advisory Agreement was previously approved by the Board.

The Board also considered TDAM’s financial condition and whether it had the resources necessary to carry out its functions. The Board concluded that TDAM had the financial resources necessary to perform its obligations under the Sub-Advisory Agreement.

The Board noted that the fee to be paid to TDAM in respect of each Fund would be paid by the Adviser and not the Fund. Based on its review, the Board concluded that the sub-advisory fees were reasonable in light of the services provided.

The Board considered the asset levels at which TDAM expected to “break-even” with respect to its operation of the Funds, and further noted that the fee paid by the Adviser to TDAM under the Sub-Advisory Agreement contained breakpoints.

The Board also considered whether TDAM would benefit in other ways from its relationship with the Funds. The Board discussed TDAM’s practices regarding the selection and compensation of brokers and dealers that execute portfolio transactions for the Funds and the brokers’ and dealers’ provision of brokerage services to TDAM. The Board discussed the potential benefits TDAM derives from the Funds’ soft dollar arrangements, whereby brokers provide brokerage services to the Funds or TDAM in return for allocating fund brokerage.

Given the costs of the services provided by and the profits that could be realized by TDAM in connection with the management of the Funds, the Board determined that the amount of potential profit was fair.

The Board considered whether economies of scale would be realized by the Funds at higher asset levels. The Board also assessed whether certain costs would increase if asset levels rise. The Board concluded that under foreseeable conditions, they were unable to assess at this time whether economies of scale would be realized if the Funds were to experience significant growth. In the event there were to be significant asset growth in the Funds, the Board determined to reassess whether the sub-advisory fees appropriately took into account any economies of scale that had been realized as a result of that growth. Given all the information available to it and considering all material factors, the Board concluded that the Sub-Advisory Agreement was fair and reasonable and it was unanimously approved.

A description of the policies and procedures that the Company uses to determine how to vote proxies related to each Fund’s portfolio securities, (and information on how the Funds voted proxies during the period ended June 30, 2010 on Form N-PX) is available without charge, upon request, (i) by calling 877-369-4617; (ii) on the Company’s website at www.dbxstrategicadvisors.db.com; and (iii) on the Securities and Exchange Commission’s (“SEC”) website at www.sec.gov.

The Funds are required to file their complete schedule of portfolio holdings with the SEC for their first and third fiscal quarters on Form N-Q. Copies of the filings are available without charge, upon request on the SEC’s website at www.sec.gov and are available by calling the Company at 877-369-4617. You can also obtain copies of Form N-Q by (i) visiting the SEC’s Public Reference Room in Washington, DC (information on the operation of the Public Reference Room may be obtained by calling 800-SEC-0330); (ii) sending your request and a duplicating fee to the SEC’s Public Reference Room, Washington, DC 20549-0102; or (iii) sending your request electronically to publicinfo@sec.gov.

Information about each Fund’s portfolio holdings is available daily at www.dbxstrategicadvisors.db.com.

Form 1099-DIV, Form 1042-S and other year-end tax information provide shareholders with actual calendar year amounts that should be included in their tax returns. Shareholders should consult their tax advisors.

The following distribution information is being provided as required by the Internal Revenue Code.

Each Fund designates the following amounts or, if subsequently determined to be different, the maximum amount allowable for its fiscal year ended May 31, 2012.

* The above percentage is based on ordinary income dividends paid to shareholders during each Fund’s fiscal year.

DBX Strategic Advisors, LLC (“Advisors”) collects non-public information about you from the following sources: (i) information received from you on applications or other forms; and (ii) information about your transactions with the Advisors, Advisors’ affiliates and third-party service providers and vendors. Advisors does not disclose any non-public personal information about you to anyone, other than as set forth below, as permitted by applicable law and regulation. Advisors may disclose non-public personal information about you to the funds in which you invest, to Advisors’ affiliates, and to non-affiliated companies that work with Advisors to service your account(s), or to provide services or process transactions that you have requested. Advisors may disclose non-public personal information in situations that may include, but are not limited to, in response to legal and/or regulatory inquiries and the proposed or actual sale, assignment merger or other transfer of all or a portion of Advisors’ business to another business entity. Advisors may also disclose non-public personal information about you to parties representing you, such as your investment representative, your accountant, your tax adviser, or to other third parties at your direction/consent. Advisors will not sell, rent, license or trade your personal and financial information to or with third parties for their own direct marketing use unless you give us general or specific consent to do so. If you decide to close your account(s) or become an inactive customer, Advisors will adhere to the privacy policies and practices as described in this notice. Advisors restricts access to your personal and account information to those employees who need to know that information to provide products and services to you. Advisors maintains reasonable and customary physical, electronic and procedural safeguards to guard your non-public personal information.

Advisors reserves the right, at their discretion, to change, modify, add, or remove portions of this Privacy Policy Notice, and any of the policies described herein, at any time. Advisors will indicate any such changes to the Privacy Policy Notice at the privacy link which can be found at www.dbxstrategicadvisors.db.com. At all times, you are bound by the then-current version of the Privacy Policy and all applicable laws. Advisors highly recommends that you review this Privacy Policy Notice from time to time to ensure that you are familiar with the most recent version. The examples contained in this Privacy Policy Notice are illustrations; they are not intended to be exclusive.

This report is intended for the shareholders of the db-X Exchange-Traded Funds. It may not be distributed to prospective Investors unless it is preceded or accompanied by the current prospectus.

An Investor should consider the fund’s investment objective, risks, charges and expenses carefully before investing. For this and more complete information about the fund call 877-369-4617 or visit the website www.dbxstrategicadvisors.db.com. Please read the prospectus carefully before investing.

There are risks involved with investing in exchange-traded funds including possible loss of money. db-X Exchange-Traded Funds are not actively managed and are subject to risks similar to stocks, including those related to short selling and margin maintenance. Losses from short sales may be unlimited, and losses from purchases on margin may exceed original investment.

Investments in small and medium capitalization companies will be subject to higher volatility than larger, more established companies.

Investments in foreign securities will be subject to certain risks not associated with domestic securities, such as currency fluctuations, and changes in political and economic conditions.

Investments in fixed income securities will be subject to certain risks as well. The prices of fixed income securities respond to economic developments, particularly interest rate changes, as well as to perceptions about the credit risk of individual issuers. Generally, fixed income securities will decrease in value if interest rates rise, and the volatility of lower rated securities is even greater than that of higher rated securities.

There is no assurance that the investment process will consistently lead to successful investing. Diversification does not eliminate the risk of experiencing investment losses.

The prospectus is not an offer to buy or sell the portfolio shares, nor is the fund soliciting an offer to buy its shares in any jurisdiction where the offer or sale is not permitted.

db-X Exchange-Traded Funds are distributed by ALPS Distributors, Inc., member of FINRA, which is neither affiliated with db-X Exchange-Traded Funds Inc. or any other affiliate, nor is it affiliated with The Bank of New York Mellon, Amerivest Investment Management, LLC, or TDAM USA Inc.

Investors should note that although target date funds aim to preserve capital as the target date approaches, there is no guarantee that the fund will achieve this objective.

(a) The Fund has adopted a code of ethics (the “Code of Ethics”) that applies to its principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions. This Code is filed as an exhibit to this report on Form N-CSR under item (a)(1).

R. Charles Tschampion is the designated financial expert on the Audit Committee of db-X Exchange-Traded Funds Inc. with respect to db-X Exchange-Traded Funds Inc., R. Charles Tschampion is not an “interested person” as such terms are defined by Section 2(a)(19) of the Act (15 U.S.C. 80a-2(a)(19).

(a) Audit Fees. Fees for audit services for the Registrant’s fiscal year ended May 31, 2012 and 2011, for professional services rendered by Ernst & Young LLP (“principal accountant”) for the audit of the Registrant’s annual financial statements were $90,000 and $90,000, respectively.

(b) Audit-Related Fees. The aggregate fees billed for the Registrant’s fiscal year ended May 31, 2012 and 2011, for professional services rendered by the principal accountant for assurance and related services by the principal accountant that are reasonably related to the performance of the audit of the Registrant’s financial statements and are not reported above in Item 4(a) were $0 and $0, respectively.

(c) Tax Fees. Fees for tax services billed to the Registrant during the fiscal year ended May 31, 2012 and 2011, for professional services rendered by the principal accountant for tax compliance, tax advice and tax planning were $15,000 and $15,000, respectively.

(d) All Other Fees. All other aggregate fees billed for the Registrant’s fiscal year ended May 31, 2012 and 2011 were $0 and $0, respectively.

(e) Audit Committee Pre-Approval Policies and Procedures. In accordance with Rule 2-01(c)(7)(A), the Audit Committee pre-approves all of the audit and permissible non-audit services of the Registrant. All of the services described in paragraphs (b) through (d) above were approved by the Audit Committee in accordance with paragraph (c) (7) (i) (c) of Rule 2-01 of Regulation S-X.

(h) The Registrant’s Audit Committee has considered whether the provision of non-audit services that were rendered to the Registrant’s investment adviser, and any entity controlling, controlled by, or under common control with the investment adviser that provides ongoing services to the Registrant which were not pre-approved (not requiring pre-approval) is compatible with maintaining the principal accountant’s independence.

The Registrant is a listed issuer as defined in Rule 10A-3 under the Exchange Act and has a separately-designated standing audit committee established in accordance with Section 3(a)(58)(A) of the Exchange Act. The Registrant’s audit committee members are Ernest J. Scalberg, Michael G. Smith and R. Charles Tschampion.

(a) The schedule is included as a part of the report to shareholders filed under Item 1 of this Form.

Item 7. Disclosure of Proxy Voting Policies and Procedures for Closed-End Management Investment Companies.

Item 9. Purchases of Equity Securities by Closed-End Management Investment Company and Affiliated Purchasers.

There have been no material changes to the procedures by which the shareholders may recommend nominees to the Registrant’s Board of Directors that would require disclosure herein.

(a)(2) Certifications of the Registrant’s Chief Executive Officer and Chief Financial Officer pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002 are attached as Exhibit 302CERT.

(b) Certifications of the Registrant’s Chief Executive Officer and Chief Financial Officer pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002 are attached as Exhibit 906CERT.

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

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


Average Annual Total Returns
	Net Asset Value	Market Price	Zacks 2010 Lifecycle Index	Dow Jones Target 2010 Index
One Year	-0.79%	-4.41%	-0.09%	2.48%
Since Inception¹	0.68%	-0.69%	0.96%	4.09%

Cumulative Total Return
	Net Asset Value	Market Price	Zacks 2010 Lifecycle Index	Dow Jones Target 2010 Index
One Year	-0.79%	-4.41%	-0.09%	2.47%
Since Inception¹	3.23%	-3.16%	4.55%	20.57%


Average Annual Total Returns
	Net Asset Value	Market Price	Zacks 2020 Lifecycle Index	Dow Jones Target 2020 Index
One Year	-3.49%	-7.67%	-3.61%	-0.70%
Since Inception¹	-0.32%	-1.83%	-0.21%	1.88%
Cumulative Total Return
	Net Asset Value	Market Price	Zacks 2020 Lifecycle Index	Dow Jones Target 2020 Index
One Year	-3.49%	-7.67%	-3.61%	-0.71%
Since Inception¹	-1.47%	-8.26%	-0.99%	9.07%


Average Annual Total Returns
	Net Asset Value	Market Price	Zacks 2030 Lifecycle Index	Dow Jones Target 2030 Index
One Year	-1.17%	-7.55%	-0.30%	-4.49%
Since Inception¹	-2.01%	-3.42%	-1.66%	0.10%

Cumulative Total Return
	Net Asset Value	Market Price	Zacks 2030 Lifecycle Index	Dow Jones Target 2030 Index
One Year	-1.17%	-7.55%	-0.30%	-4.49%
Since Inception¹	-9.03%	-14.99%	-7.51%	0.48%


Average Annual Total Returns
	Net Asset Value	Market Price	Zacks 2040 Lifecycle Index	Dow Jones Target 2040 Index
One Year	-4.86%	-3.78%	-5.68%	-7.25%
Since Inception¹	-3.31%	-3.04%	-3.37%	-0.92%
Cumulative Total Return
	Net Asset Value	Market Price	Zacks 2040 Lifecycle Index	Dow Jones Target 2040 Index
One Year	-4.86%	-3.78%	-5.68%	-7.25%
Since Inception¹	-14.54%	-13.43%	-14.77%	-4.23%


Average Annual Total Returns
	Net Asset Value	Market Price	Zacks In-Target Lifecycle Index	Dow Jones Target Today Index
One Year	-1.77%	-7.26%	-1.24%	3.39%
Since Inception¹	2.11%	0.33%	2.26%	5.20%

Cumulative Total Return
	Net Asset Value	Market Price	Zacks In-Target Lifecycle Index	Dow Jones Target Today Index
One Year	-1.77%	-7.26%	-1.24%	3.39%
Since Inception¹	10.24%	1.56%	11.02%	26.68%


	Page
Shareholder Letter (Unaudited)		1
Management’s Discussion of Fund Performance (Unaudited)		3
Performance Summary (Unaudited)
db-X 2010 Target Date Fund		4
db-X 2020 Target Date Fund		6
db-X 2030 Target Date Fund		8
db-X 2040 Target Date Fund		10
db-X In-Target Date Fund		12
Fees and Expenses (Unaudited)		14
Schedules of Investments
db-X 2010 Target Date Fund		15
db-X 2020 Target Date Fund		19
db-X 2030 Target Date Fund		24
db-X 2040 Target Date Fund		30
db-X In-Target Date Fund		36
Statements of Assets and Liabilities		42
Statements of Operations		44
Statements of Changes in Net Assets		46
Financial Highlights		49
Notes to Financial Statements		52
Report of Independent Registered Public Accounting Firm		61
Frequency Distribution of Discounts & Premiums (Unaudited)		62
Officers and Directors (Unaudited)		64
Board Considerations in Approval of Investment Advisory and Sub-Advisory Contracts (Unaudited)		67
Additional Information (Unaudited)		70
Privacy Policy Notice (Unaudited)		71


	Beginning Account Value December 1, 2011		Ending Account Value May 31, 2012		Annualized Expense Ratio⁽¹⁾ based on the number of days in the period			Expenses Paid During the Period⁽²⁾ December 1, 2011 to May 31, 2012
db-X 2010 Target Date Fund
Actual	$	1,000.00	$	1,003.80		0.65	%	$	3.26
Hypothetical (5% return before expenses)	$	1,000.00	$	1,021.75		0.65	%	$	3.29
db-X 2020 Target Date Fund
Actual	$	1,000.00	$	1,017.30		0.65	%	$	3.28
Hypothetical (5% return before expenses)	$	1,000.00	$	1,021.75		0.65	%	$	3.29
db-X 2030 Target Date Fund
Actual	$	1,000.00	$	1,043.10		0.65	%	$	3.32
Hypothetical (5% return before expenses)	$	1,000.00	$	1,021.75		0.65	%	$	3.29
db-X 2040 Target Date Fund
Actual	$	1,000.00	$	1,033.30		0.65	%	$	3.30
Hypothetical (5% return before expenses)	$	1,000.00	$	1,021.75		0.65	%	$	3.29
db-X In-Target Date Fund
Actual	$	1,000.00	$	1,008.60		0.65	%	$	3.26
Hypothetical (5% return before expenses)	$	1,000.00	$	1,021.75		0.65	%	$	3.29


	Principal Amount		Value

TOTAL CORPORATE BONDS (Cost $1,194,978)			$	1,349,555

UNITED STATES GOVERNMENT & AGENCIES OBLIGATIONS — 2.4%
Tennessee Valley Authority — 0.2%
4.875%, 1/15/48	$	37,000		47,113

United States Treasury Bonds/Notes — 2.2%
4.375%, 11/15/39		100,000		135,516
4.625%, 2/15/40		100,000		140,750
4.375%, 5/15/40		88,500		120,042
3.875%, 8/15/40		99,000		124,013
4.75%, 2/15/41		80,000		114,962

				635,283

TOTAL UNITED STATES GOVERNMENT & AGENCIES OBLIGATIONS (Cost $522,137)				682,396

SOVEREIGN BONDS — 0.3%
Federative Republic of Brazil (Brazil) 7.125%, 1/20/37		48,000		66,480
Panama Government International Bond (Panama) 6.70%, 1/26/36		24,000		31,140

TOTAL SOVEREIGN BONDS (Cost $87,035)				97,620

RIGHTS — 0.0% (c)
Basic Materials — 0.0% (c)
Air Liquide S.A., expires 6/08/12* (France)		354		3,828

Communications — 0.0% (c)
Vivendi, expires 5/31/31* (France)		22		12

TOTAL RIGHTS (Cost $0)				3,840


TOTAL INVESTMENTS — 99.7% (Cost $29,352,685)			$	28,263,195
Other assets less liabilities — 0.3%				94,479

NET ASSETS — 100.0%			$	28,357,674


	db-X 2010 Target Date Fund			db-X 2020 Target Date Fund			db-X 2030 Target Date Fund
Assets
Investments at fair value	$	9,439,509		$	31,761,145		$	29,655,298
Investments in Affiliates at fair value (See Note 5)		2,014			28,230			40,314
Cash		—			11,902			14,781
Foreign currency at value		7,653			45,762			35,626
Receivables:
Investment securities sold		—			—			—
Interest and dividends		49,234			142,888			148,613
Foreign tax reclaim		895			20,061			24,269
Prepaid expenses		18,307			18,307			18,307

Total Assets	$	9,517,612		$	32,028,295		$	29,937,208


Liabilities
Payables:
Investment securities purchased	$	—		$	—		$	—
Investment advisory fees		5,732			17,879			16,730
Due to investment advisor		11,803			26,688			25,152
Due to Custodian		834			—			—
Accrued expenses and other liabilities		45,066			65,513			61,254

Total Liabilities		63,435			110,080			103,136


Net Assets	$	9,454,177		$	31,918,215		$	29,834,072


Net Assets Consist of
Paid-in capital	$	11,140,420		$	36,619,683		$	35,435,722
Undistributed net investment income		21,405			147,309			288,606
Accumulated net realized gain (loss)		(1,678,581	)		(4,181,388	)		(5,858,527	)
Net unrealized appreciation (depreciation)		(29,067	)		(667,389	)		(31,729	)


Net Assets	$	9,454,177		$	31,918,215		$	29,834,072


Number of Common Shares outstanding		400,800			1,400,800			1,400,800


Net Asset Value	$	23.59		$	22.79		$	21.30


Investments at cost	$	9,467,084		$	32,389,718		$	29,637,487

Investments in Affiliates at cost	$	3,167		$	64,683		$	87,710

Foreign currency at cost	$	8,016		$	47,258		$	36,684


	db-X 2040 Target Date Fund			db-X In-Target Date Fund
Assets
Investments at fair value	$	28,216,408		$	10,354,300
Investments in Affiliates at fair value (See Note 5)		46,787			4,028
Cash		26,373			384,432
Foreign currency at value		26,258			15,260
Receivables:
Investment securities sold		138			—
Interest and dividends		96,846			56,485
Foreign tax reclaim		26,913			2,209
Prepaid expenses		18,307			18,307

Total Assets	$	28,458,030		$	10,835,021


Liabilities
Payables:
Investment securities purchased	$	138		$	390,615
Investment advisory fees		16,046			5,762
Due to investment advisor		25,663			13,261
Due to Custodian		—			—
Accrued expenses and other liabilities		58,509			49,084

Total Liabilities		100,356			458,722


Net Assets	$	28,357,674		$	10,376,299


Net Assets Consist of
Paid-in capital	$	36,344,179		$	10,623,093
Undistributed net investment income		239,884			24,333
Accumulated net realized gain (loss)		(7,134,929	)		(225,203	)
Net unrealized appreciation (depreciation)		(1,091,460	)		(45,924	)


Net Assets	$	28,357,674		$	10,376,299


Number of Common Shares outstanding		1,400,800			400,800


Net Asset Value	$	20.24		$	25.89


Investments at cost	$	29,255,763		$	10,395,048

Investments in Affiliates at cost	$	96,922		$	8,578

Foreign currency at cost	$	26,893		$	15,867


	db-X 2040 Target Date Fund			db-X In-Target Date Fund
Investment Income
Unaffiliated interest income	$	87,456		$	93,071
Affiliated interest income		—			—
Unaffiliated dividend income*		630,696			93,255

Total Investment Income		718,152			186,326


Expenses
Advisory fees		187,408			97,342
Professional fees		53,307			29,324
Insurance		22,915			22,915
Directors		45,548			23,548
Listing fees		18,000			18,000
Printing		18,010			12,771
Other		335			330

Total Expenses		345,523			204,230

Less fees waived and expenses reimbursed: (See Note 3)		(157,792	)		(106,568	)

Net Expenses		187,731			97,662

Net Investment Income		530,421			88,664


Net Realized and Unrealized Gain (Loss)
Net realized gain (loss) on:
Investments		1,718,672			362,754
In-kind redemptions		689,559			233,501
Foreign currency related transactions		(1,041	)		(795	)

Net realized gain (loss)		2,407,190			595,460
Net change in unrealized appreciation (depreciation) on:
Investments		(4,635,725	)		(893,496	)
Foreign currency translations		(5,390	)		(1,068	)

Net change in unrealized appreciation (depreciation)		(4,641,115	)		(894,564	)

Net loss on investment and foreign currency transactions		(2,233,925	)		(299,104	)


Net Decrease in Net Assets from Operations	$	(1,703,504	)	$	(210,440	)

* Foreign taxes withheld	$	17,328		$	2,608


	db-X 2010 Target Date Fund						db-X 2020 Target Date Fund
	Year Ended May 31,						Year Ended May 31,
	2012			2011			2012			2011
Increase (Decrease) in Net Assets from Operations
Net investment income	$	92,947		$	259,227		$	424,297		$	796,965
Net realized gain (loss)		399,249			246,903			2,435,613			1,315,217
Net change in unrealized appreciation (depreciation)		(567,383	)		489,001			(4,161,490	)		4,709,585

Net increase (decrease) resulting from operations		(75,187	)		995,131			(1,301,580	)		6,821,767


Distributions to Shareholders from
Net investment income		(120,259	)		(396,186	)		(585,276	)		(951,011	)

Total distributions		(120,259	)		(396,186	)		(585,276	)		(951,011	)


Fund Share Transactions
Value of shares redeemed		(4,758,317	)		(4,801,447	)		(4,607,004	)		(8,863,437	)

Total increase (decrease) in Net Assets		(4,953,763	)		(4,202,502	)		(6,493,860	)		(2,992,681	)

Net Assets
Beginning of year		14,407,940			18,610,442			38,412,075			41,404,756

End of year	$	9,454,177		$	14,407,940		$	31,918,215		$	38,412,075

Undistributed net investment income	$	21,405		$	49,122		$	147,309		$	309,767


Changes in Shares Outstanding
Shares outstanding, beginning of year		600,800			800,800			1,600,800			2,000,800
Shares redeemed		(200,000	)		(200,000	)		(200,000	)		(400,000	)

Shares outstanding, end of year		400,800			600,800			1,400,800			1,600,800


	db-X 2030 Target Date Fund						db-X 2040 Target Date Fund
	Year Ended May 31,						Year Ended May 31,
	2012			2011			2012			2011
Increase (Decrease) in Net Assets from Operations
Net investment income	$	684,410		$	667,290		$	530,421		$	533,566
Net realized gain (loss)		2,499,650			720,854			2,407,190			161,610
Net change in unrealized appreciation (depreciation)		(3,713,126	)		6,036,838			(4,641,115	)		6,856,485

Net increase (decrease) resulting from operations		(529,066	)		7,424,982			(1,703,504	)		7,551,661


Distributions to Shareholders from
Net investment income		(672,939	)		(733,001	)		(533,276	)		(580,727	)

Total distributions		(672,939	)		(733,001	)		(533,276	)		(580,727	)


Fund Share Transactions
Value of shares redeemed		(4,271,271	)		(4,124,355	)		(4,128,167	)		(3,725,058	)

Total increase (decrease) in Net Assets		(5,473,276	)		2,567,626			(6,364,947	)		3,245,876

Net Assets
Beginning of year		35,307,348			32,739,722			34,722,621			31,476,745

End of year	$	29,834,072		$	35,307,348		$	28,357,674		$	34,722,621

Undistributed net investment income	$	288,606		$	280,210		$	239,884		$	245,401


Changes in Shares Outstanding
Shares outstanding, beginning of year		1,600,800			1,800,800			1,600,800			1,800,800
Shares redeemed		(200,000	)		(200,000	)		(200,000	)		(200,000	)

Shares outstanding, end of year		1,400,800			1,600,800			1,400,800			1,600,800


	db-X In-Target Date Fund
	Year Ended May 31,
	2012			2011
Increase (Decrease) in Net Assets from Operations
Net investment income	$	88,664		$	173,382
Net realized gain (loss)		595,460			436,471
Net change in unrealized appreciation (depreciation)		(894,564	)		676,488

Net increase (decrease) resulting from operations		(210,440	)		1,286,341


Distributions to Shareholders from
Net investment income		(107,883	)		(231,750	)

Total distributions		(107,883	)		(231,750	)


Fund Share Transactions
Value of shares redeemed		(5,253,424	)		(5,180,562	)

Total increase (decrease) in Net Assets		(5,571,747	)		(4,125,971	)

Net Assets
Beginning of year		15,948,046			20,074,017

End of year	$	10,376,299		$	15,948,046

Undistributed net investment income	$	24,333		$	44,596


Changes in Shares Outstanding
Shares outstanding, beginning of year		600,800			800,800
Shares redeemed		(200,000	)		(200,000	)

Shares outstanding, end of year		400,800			600,800


	Year Ended May 31,												For the Period October 1, 2007* through May 31, 2008
db-X 2010 Target Date Fund	2012			2011			2010			2009			For the Period October 1, 2007* through May 31, 2008
Net Asset Value, beginning of period	$	23.98		$	23.24		$	22.09		$	24.93		$	25.39

Income from Investment Operations:
Net investment income**		0.16			0.37			0.55			0.69			0.55
Net realized and unrealized gain (loss)**		(0.35	)		0.99			1.11			(2.67	)		(0.80	)
Contributions from advisor		—			0.04			—			—			—

Net increase (decrease) in net asset value from operations		(0.19	)		1.40			1.66			(1.98	)		(0.25	)

Distributions paid to shareholders from:
Net investment income		(0.20	)		(0.66	)		(0.51	)		(0.86	)		(0.18	)
Net realized capital gains		—			—			—			—			(0.03	)

Total distributions		(0.20	)		(0.66	)		(0.51	)		(0.86	)		(0.21	)

Net Asset Value, end of period	$	23.59		$	23.98		$	23.24		$	22.09		$	24.93


Total Return***		(0.79	)%		6.09	%		7.51	%		(7.87	)%		(0.99	)%

Ratios/Supplemental Data
Net Assets, end of period (000’s omitted)	$	9,454		$	14,408		$	18,610		$	17,693		$	24,953
Ratios to average net assets:
Expenses, net of expense reimbursements		0.65	%		0.65	%		0.65	%		0.65	%		0.65	%†
Expenses, prior to fee waiver and expense reimbursements		1.39	%		1.70	%		2.10	%		1.70	%		1.55	%†
Net investment income		0.67	%		1.56	%		2.32	%		3.09	%		3.33	%†
Portfolio turnover rate††		65	%		58	%		51	%		54	%		22	%

	Year Ended May 31,												For the Period October 1, 2007* through May 31, 2008
db-X 2020 Target Date Fund	2012			2011			2010			2009			For the Period October 1, 2007* through May 31, 2008
Net Asset Value, beginning of period	$	24.00		$	20.69		$	18.56		$	24.18		$	25.52

Income from Investment Operations:
Net investment income**		0.28			0.44			0.51			0.61			0.44
Net realized and unrealized gain (loss)**		(1.12	)		3.39			2.10			(5.64	)		(1.67	)
Contributions from advisor		—			0.01			—			—			—

Net increase (decrease) in net asset value from operations		(0.84	)		3.84			2.61			(5.03	)		(1.23	)

Distributions paid to shareholders from:
Net investment income		(0.37	)		(0.53	)		(0.48	)		(0.59	)		(0.10	)
Net realized capital gains		—			—			—			(0.00	)(a)		(0.01	)

Total distributions		(0.37	)		(0.53	)		(0.48	)		(0.59	)		(0.11	)

Net Asset Value, end of period	$	22.79		$	24.00		$	20.69		$	18.56		$	24.18


Total Return***		(3.49	)%		18.71	%		13.99	%		(20.73	)%		(4.82	)%

Ratios/Supplemental Data
Net Assets, end of period (000’s omitted)	$	31,918		$	38,412		$	41,405		$	37,142		$	43,539
Ratios to average net assets:
Expenses, net of expense reimbursements		0.65	%		0.65	%		0.65	%		0.65	%		0.65	%†
Expenses, prior to fee waiver and expense reimbursements		1.16	%		1.42	%		1.90	%		1.60	%		1.32	%†
Net investment income		1.20	%		1.97	%		2.43	%		3.17	%		2.69	%†
Portfolio turnover rate††		55	%		49	%		37	%		64	%		20	%


db-X 2010 Target Date Fund		“db-X 2010 Fund”
db-X 2020 Target Date Fund		“db-X 2020 Fund”
db-X 2030 Target Date Fund		“db-X 2030 Fund”
db-X 2040 Target Date Fund		“db-X 2040 Fund”
db-X In-Target Date Fund		“db-X In-Target Fund”


Fund		Underlying Index
db-X 2010 Fund		Zacks 2010 Lifecycle Index
db-X 2020 Fund		Zacks 2020 Lifecycle Index
db-X 2030 Fund		Zacks 2030 Lifecycle Index
db-X 2040 Fund		Zacks 2040 Lifecycle Index
db-X In-Target Fund		Zacks In-Target Lifecycle Index


	Investment in Securities
	Level 1		Level 2		Level 3		Fair Value at 5/31/2012
db-X 2010 Fund
Investments in Securities
Common Stocks	$	1,115,770	$	—	$	—	$	1,115,770
Corporate Bonds		—		1,086,168		—		1,086,168
United States Government & Agencies Obligations		—		7,212,404		—		7,212,404
Sovereign Bonds		—		26,884		—		26,884
Rights		—		297		—		297

Total Investments	$	1,115,770	$	8,325,753	$	—	$	9,441,523

db-X 2020 Fund
Investments in Securities
Common Stocks	$	17,056,716	$	—	$	—	$	17,056,716
Preferred Stocks		18,357		—		—		18,357
Corporate Bonds		—		3,032,885		—		3,032,885
United States Government & Agencies Obligations		—		11,631,470		—		11,631,470
Sovereign Bonds		—		47,564		—		47,564
Rights		—		2,383		—		2,383

Total Investments	$	17,075,073	$	14,714,302	$	—	$	31,789,375


	Reimbursements available through:
	5/31/2012		5/31/2013		5/31/2014
db-X 2010 Fund	$	588,143	$	277,047	$	102,834
db-X 2020 Fund		1,033,021		491,284		178,706
db-X 2030 Fund		894,427		436,228		167,873
db-X 2040 Fund		845,595		412,268		157,792
db-X In-Target Fund		629,183		288,183		106,568


	Advisory Fees Waived by DBX		Fees & Expenses Assumed by DBX
db-X 2010 Fund	$	90,474	$	12,360
db-X 2020 Fund		178,706		—
db-X 2030 Fund		167,873		—
db-X 2040 Fund		157,792		—
db-X In-Target Fund		97,342		9,226


	Accumulated Earnings		Net Accumulated Capital and Other Gains (Losses)			Unrealized Appreciation (Depreciation)			Total Accumulated Earnings (Losses)
db-X 2010 Fund	$	21,405	$	(1,669,212	)	$	(38,436	)	$	(1,686,243	)
db-X 2020 Fund		147,309		(4,152,770	)		(696,007	)		(4,701,468	)
db-X 2030 Fund		288,606		(5,825,356	)		(64,900	)		(5,601,650	)
db-X 2040 Fund		239,884		(7,098,396	)		(1,127,993	)		(7,986,505	)
db-X In-Target Fund		24,333		(220,545	)		(50,582	)		(246,794	)


	Year of Expiration						Post-effective — no expiration ST		Post-effective — no expiration LT		Total Amount
	2017		2018		2019		Post-effective — no expiration ST		Post-effective — no expiration LT		Total Amount
db-X 2010 Fund	$	648,585	$	1,020,627	$	—	$	—	$	—	$	1,669,212
db-X 2020 Fund		418,939		3,713,736		—		—		—		4,132,675
db-X 2030 Fund		1,185,474		4,568,179		71,703		—		—		5,825,356
db-X 2040 Fund		1,809,203		4,936,668		352,525		—		—		7,098,396
db-X In-Target Fund		—		220,545		—		—		—		220,545


	Post-October Losses on Capital
db-X 2010 Fund	$	—
db-X 2020 Fund		20,095
db-X 2030 Fund		—
db-X 2040 Fund		—
db-X In-Target Fund		—


	Undistributed Net Investment Income (Loss)			Undistributed Capital Gains (Accumulated Losses)			Paid-in Capital
db-X 2010 Fund	$	(405	)	$	(73,559	)	$	73,964
db-X 2020 Fund		(1,479	)		(224,068	)		225,547
db-X 2030 Fund		(3,075	)		(427,639	)		430,714
db-X 2040 Fund		(2,662	)		(674,780	)		677,442
db-X In-Target Fund		(1,044	)		(231,719	)		232,763


	Cost		Gross Unrealized Appreciation		Gross Unrealized (Depreciation)			Net Unrealized Appreciation (Depreciation)
db-X 2010 Fund	$	9,479,620	$	200,084	$	(238,181	)	$	(38,097	)
db-X 2020 Fund		32,483,019		2,280,759		(2,974,403	)		(693,644	)
db-X 2030 Fund		29,758,368		3,863,294		(3,926,050	)		(62,756	)
db-X 2040 Fund		29,389,218		3,554,703		(4,680,726	)		(1,126,023	)
db-X In-Target Fund		10,408,284		392,111		(442,067	)		(49,956	)


	Fair Value 5/31/2011		Purchases at Cost		Proceeds from Sales			Change in Unrealized Appreciation/ (Depreciation)			Realized Gain (Loss)			Fair Value 5/31/2012		Interest Income
db-X 2010 Fund
Deutsche Bank AG (Common Stock)	$	—	$	4,750	$	(1,150	)	$	(1,153	)	$	(433	)	$	2,014	$	—
db-X 2020 Fund
Deutsche Bank AG, 6.00%, 9/01/17	$	152,459	$	—	$	(150,315	)	$	(16,955	)	$	14,811		$	—	$	1,241
Deutsche Bank AG (Common Stock)		53,406		—		(4,738	)		(19,075	)		(1,363	)		28,230		—

Total Investments in Affiliates	$	205,865	$	—	$	(155,053	)	$	(36,030	)	$	13,448		$	28,230	$	1,241

db-X 2030 Fund
Deutsche Bank AG (Common Stock)	$	64,718	$	10,790	$	(6,306	)	$	(26,295	)	$	(2,593	)	$	40,314	$	—
db-X 2040 Fund
Deutsche Bank AG (Common Stock)	$	72,637	$	13,014	$	(8,667	)	$	(30,467	)	$	270		$	46,787	$	—
db-X In-Target Fund
Deutsche Bank AG (Common Stock)	$	5,061	$	4,638	$	(2,449	)	$	(2,560	)	$	(662	)	$	4,028	$	—


	Purchases				Sales
	Other		U.S. Government		Other		U.S. Government
db-X 2010 Fund	$	945,602	$	7,003,519	$	2,566,519	$	6,232,787
db-X 2020 Fund		7,425,640		11,996,709		15,259,035		4,123,432
db-X 2030 Fund		9,791,480		2,850,014		11,153,804		1,386,700
db-X 2040 Fund		9,464,637		530,163		9,403,811		533,745
db-X In-Target Fund		2,159,813		5,567,494		2,160,893		5,945,391


	MARKET PRICE ABOVE OR EQUAL TO NAV				MARKET PRICE BELOW NAV
	Basis point Differential*		Number of Days	Percentage of Total Days	Number of Days	Percentage of Total Days
db-X 2010 Target Date Fund October 1, 2007 – May 31, 2012		0 - <.25%	69	5.87%	60	5.10%
		.25% - <.50%	73	6.20%	72	6.12%
		.50% - <.75%	115	9.77%	82	6.96%
		.75% - <1.00%	73	6.20%	74	6.29%
		> = 1.00%	162	13.76%	397	33.73%
		Total:	492	41.80%	685	58.20%
db-X 2020 Target Date Fund October 1, 2007 – May 31, 2012		0 - <.25%	70	5.95%	71	6.03%
		.25% - <.50%	69	5.86%	66	5.61%
		.50% - <.75%	121	10.28%	68	5.78%
		.75% - <1.00%	92	7.82%	75	6.37%
		> = 1.00%	132	11.21%	413	35.09%
		Total:	484	41.12%	693	58.88%
db-X 2030 Target Date Fund October 1, 2007 – May 31, 2012		0 - <.25%	72	6.12%	56	4.76%
		.25% - <.50%	89	7.56%	60	5.10%
		.50% - <.75%	129	10.96%	58	4.93%
		.75% - <1.00%	60	5.10%	60	5.09%
		> = 1.00%	174	14.78%	419	35.60%
		Total:	524	44.52%	653	55.48%


Name, Address, and Age	Position(s) Held with Fund	Term of Office and Length of Time Served	Principal Occupation(s) During Past 5 Years	Number of Portfolios in Fund Complex Overseen by Director	Other Directorships held by Director
Disinterested Directors:
R. Charles Tschampion Age 66, 60 Wall Street New York, New York 10005	Director, Chairman of the Audit Committee and Member of the Nominating Committee	Since 2007	Director, Special Projects, CFA Institute (2005 to present); Trustee of Lehigh University (October 1998 to June 2010) and Chair of the Investment Sub-Committee for the Lehigh University Endowment Fund (October 1998 to December 2008).	5	Trustee and Member of the Audit Committee, SPDR Select Sector Trust; Director, Real Estate Information Standards Board.
Ernest J. Scalberg Age 67, 60 Wall Street New York, New York 10005	Director, Member of the Audit and Nominating Committees	Since 2007	Research Professor and Director of the GLOBE Center, Monterey Institute of International Studies (2009 to present); Associate Vice President for External Programs and Dean of Fisher Graduate School of International Business (2001 to 2009); Director, Adviser or Trustee to numerous non-profit organizations (1974 to present).	5	Trustee and Chair of the Nominating and Governance Committee and Member of the Audit Committee, SPDR Select Sector Trust; Chairman of the Board of the Foundation, International University in Geneva (IUG), Switzerland.
Michael G. Smith Age 68, 60 Wall Street New York, New York 10005	Director, Member of the Audit and Nominating Committees	Since 2007	Retired; formerly with Merrill lynch as Managing Director of Global Investor Client Strategy (1996 to 1998), Head of Regional U.S. Institutional Sales (1995 to 1996) and of U.S. Central Region (1986 to 1995).	5	Director, Ivy Funds, Inc; Director, Northwestern Mutual Series Fund, Inc; Executive Board Director, Cox Business School, Southern Methodist University.


	Qualified Dividend Income*			Dividends Received Deduction*
db-X 2010 Fund		34	%		20	%
db-X 2020 Fund		82	%		49	%
db-X 2030 Fund		85	%		50	%
db-X 2040 Fund		100	%		69	%
db-X In-Target Fund		82	%		50	%


By:		/s/ Alex Depetris
Name:		Alex Depetris
Title:		President and Chief Executive Officer

Date:		August 3, 2012


By:		/s/ Michael Gilligan
Name:		Michael Gilligan
Title:		Treasurer, Chief Financial Officer and Controller

Date:		August 3, 2012