db-x Exchange-Traded Funds Inc.

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TO OUR SHAREHOLDERS: (Unaudited)

Dear Shareholder,

We are pleased to present this Annual Report for db-X Exchange-Traded Funds Inc., which covers the year ended May 31, 2013.

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 one year covered by this report, investors with a longer investment horizon benefitted from higher exposure to equities as the db X-trackers 2040 Target Date Fund and the db X-trackers 2030 Target Date Fund, which allocate a large percentage of assets to domestic and international equities, experienced NAV returns of 26.35% and 20.94%, respectively.* The db X-trackers 2020 Target Date Fund, with a more balanced allocation between equity and fixed income securities, experienced a NAV return of 15.04%.* The db X-trackers 2010 Target Date Fund and the X-trackers In-Target Date Fund, which have the greatest percentage allocations to less volatile fixed income securities experienced NAV returns of 4.41% and 8.37%, 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,

Alex Depetris

Chairman, President and Chief Executive Officer

July 26, 2013

*************************

* Past performance is no guarantee of future results. Fund performance assumes reinvestment of dividends and capital gains distributions. A Fund’s net asset value (“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. The most recent month end performance may be obtained by visiting www.dbxus.com.

An index is a statistical measure of a specified financial market or sector. An index is unmanaged and one cannot invest directly in an index. 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. 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.

For the year ended May 31, 2013 equity markets strengthened around the world as a combination of improving economic fundamentals, waning concern over Eurozone instability and U.S Federal Reserve stimulus measures pushed stocks higher, with the S&P 500 Index increasing 27.28%, the Russell 3000 Index increasing 27.88% and the NASDAQ Composite Index increasing 19.80%. International markets were even stronger, with the Morgan Stanley Capital International EAFE Index (measuring equities in Europe, Australasia and the Far East) gaining 31.62%. Equity strength pushed U.S. fixed income securities to the back burner as risk appetites increased, with the Barclays Capital U.S. Aggregate Bond Index increasing only 0.91% 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 Performance Summary 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-trackers 2040 Target Date Fund, which has the greatest exposure to domestic and international equities, experienced an increase in NAV of 26.35% during the year ended May 31, 2013. The db X-trackers 2010 Target Date Fund, which has a heavy exposure to short term U.S. Treasuries, experienced a more modest increase in NAV of 4.41% 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.dbxus.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 db X-trackers 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, 2013, the Fund’s net asset value increased 4.41%, compared to an increase of 4.80% for the Zacks 2010 Lifecycle Index and an increase of 4.81% for the Dow Jones Target 2010 Index. The fund’s performance benefited from favorable results in short-term fixed income securities, though the bulk of the returns were the result of 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.dbxus.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, 2012, as disclosed in the most recent prospectus dated September 28, 2012, was 1.39%. 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 9/30/13.

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 sub indexes 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 5/31/13



Top Ten Equity Holdings

Description	Shares		Value		% of Net Assets
Exxon Mobil Corp.		497		$44,963		0.5%
Apple, Inc.		94		42,270		0.4%
Berkshire Hathaway, Inc., Class B		312		35,590		0.4%
Google, Inc., Class A		39		33,946		0.4%
Chevron Corp.		250		30,688		0.3%
Microsoft Corp.		879		30,661		0.3%
General Electric Co.		1,210		28,217		0.3%
Johnson & Johnson		324		27,274		0.3%
Procter & Gamble (The) Co.		328		25,177		0.3%
Wells Fargo & Co.		572		23,195		0.2%


Top Ten Fixed Income Holdings

Description	Principal Amount		Value		% of Net Assets
US Treasury Bond/Note 1.75%, 3/31/14		$500,000		$506,699		5.2%
US Treasury Bond/Note 4.75%, 5/15/14		434,800		453,771		4.6%
US Treasury Bond/Note 2.375%, 9/30/14		435,000		447,557		4.6%
US Treasury Bond/Note 4.25%, 11/15/14		409,000		432,756		4.4%
US Treasury Bond/Note 0.50%, 10/15/13		426,000		426,699		4.3%
US Treasury Bond/Note 0.75%, 6/15/14		412,000		414,527		4.2%
US Treasury Bond/Note 0.25%, 12/15/14		405,000		405,127		4.1%
US Treasury Bond/Note 2.625%, 7/31/14		390,000		401,091		4.1%
US Treasury Bond/Note 0.50%, 10/15/14		395,000		396,605		4.0%
US Treasury Bond/Note 1.00%, 7/15/13		395,000		395,494		4.0%

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.dbxus.com.

The db X-trackers 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, 2013, the Fund’s net asset value increased 15.04%, compared to an increase of 15.43% for the Zacks 2020 Lifecycle Index and 10.84% for the Dow Jones Target 2020 Index. The fund’s performance benefited from favorable results in 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.dbxus.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, 2012, as disclosed in the most recent prospectus dated September 28, 2012, was 1.16%. 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 9/30/13.

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.

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 5/31/13



Top Ten Equity Holdings

Description	Shares		Value		% of Net Assets
Exxon Mobil Corp.		4,678		$423,219		1.4%
Apple, Inc.		919		413,255		1.3%
Microsoft Corp.		8,581		299,306		1.0%
Google, Inc., Class A		337		293,327		0.9%
Berkshire Hathaway, Inc., Class B		2,520		287,457		0.9%
International Business Machines Corp.		1,212		252,120		0.8%
General Electric Co.		10,791		251,646		0.8%
Wal-Mart Stores, Inc.		3,357		251,238		0.8%
Chevron Corp.		1,927		236,539		0.8%
Johnson & Johnson		2,737		230,401		0.7%


Top Ten Fixed Income Holdings

Description	Principal Amount		Value		% of Net Assets
US Treasury Bond/Note 0.75%, 9/15/13		$1,111,900		$1,114,202		3.6%
National Rural Utilities Cooperative Finance Corp. 1.00%, 2/02/15		784,000		790,141		2.5%
US Treasury Bond/Note 0.25%, 12/15/14		719,800		720,025		2.3%
US Treasury Bond/Note 2.50%, 3/31/15		684,800		712,380		2.3%
US Treasury Bond/Note 4.25%, 8/15/15		642,700		697,631		2.2%
US Treasury Bond/Note 2.625%, 12/31/14		652,400		676,941		2.2%
US Treasury Bond/Note 2.375%, 9/30/14		652,400		671,233		2.2%
US Treasury Bond/Note 2.375%, 2/28/15		641,800		665,191		2.1%
US Treasury Bond/Note 2.125%, 5/31/15		641,800		664,915		2.1%
US Treasury Bond/Note 0.375%, 3/15/15		659,800		660,909		2.1%

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.dbxus.com.

The db X-trackers 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, 2013, the Fund’s net asset value increased 20.94%, compared to an increase of 21.88% for the Zacks 2030 Lifecycle Index and 17.75% for the Dow Jones Target 2030 Index. The fund’s performance benefitted from a large 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.dbxus.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, 2012, as disclosed in the most recent prospectus dated September 28, 2012, was 1.18%. 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 9/30/13.

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.

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 5/31/13



Top Ten Equity Holdings

Description	Shares		Value		% of Net Assets
Exxon Mobil Corp.		6,426		$581,360		1.9%
Apple, Inc.		1,265		568,845		1.9%
Google, Inc., Class A		464		403,871		1.3%
Microsoft Corp.		11,539		402,479		1.3%
Berkshire Hathaway, Inc., Class B		3,448		393,314		1.3%
International Business Machines Corp.		1,748		363,619		1.2%
Wal-Mart Stores, Inc.		4,710		352,495		1.2%
General Electric Co.		14,969		349,076		1.2%
Chevron Corp.		2,642		324,306		1.1%
Johnson & Johnson		3,790		319,042		1.1%


Top Ten Fixed Income Holdings

Description	Principal Amount		Value		% of Net Assets
Procter & Gamble (The) Co. 5.55%, 3/05/37		$186,000		$229,631		0.8%
General Electric Capital Corp. 2.10%, 1/07/14		222,000		224,373		0.7%
AT&T, Inc. 5.55%, 8/15/41		201,000		222,847		0.7%
Southern California Edison Co. 6.05%, 3/15/39		165,000		210,958		0.7%
Shell International Finance BV (Netherlands) 6.375%, 12/15/38		151,000		202,160		0.7%
Amgen, Inc. 5.65%, 6/15/42		158,000		178,239		0.6%
Cisco Systems, Inc. 5.90%, 2/15/39		137,000		168,940		0.6%
US Treasury Bond/Note 4.375%, 5/15/41		111,400		135,265		0.4%
Johnson & Johnson 5.95%, 8/15/37		101,000		131,363		0.4%
Florida Power & Light Co. 5.95%, 2/01/38		103,000		130,527		0.4%

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.dbxus.com.

The db X-trackers 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, 2013, the Fund’s net asset value increased 26.35%, compared to an increase of 26.46% for the Zacks 2040 Lifecycle Index and 22.96% for the Dow Jones Target 2040 Index. The fund’s performance benefitted from a large 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.dbxus.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, 2012, as disclosed in the most recent prospectus dated September 28, 2012, was 1.20%. 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 9/30/13.

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.

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 5/31/13



Top Ten Equity Holdings

Description	Shares		Value		% of Net Assets
Exxon Mobil Corp.		7,397		$669,206		2.2%
Apple, Inc.		1,466		659,230		2.2%
Microsoft Corp.		13,549		472,590		1.6%
Google, Inc., Class A		529		460,447		1.5%
Berkshire Hathaway, Inc., Class B		3,972		453,086		1.5%
International Business Machines Corp.		1,982		412,296		1.4%
General Electric Co.		17,320		403,902		1.3%
Wal-Mart Stores, Inc.		5,378		402,490		1.3%
Chevron Corp.		3,114		382,244		1.3%
Johnson & Johnson		4,330		364,499		1.2%


Top Ten Fixed Income Holdings

Description	Principal Amount		Value		% of Net Assets
US Treasury Bond/Note 4.375%, 11/15/39		$112,200		$136,095		0.5%
US Treasury Bond/Note 4.625%, 2/15/40		85,700		108,049		0.4%
US Treasury Bond/Note 4.375%, 5/15/41		81,400		98,838		0.3%
US Treasury Bond/Note 3.875%, 8/15/40		84,800		94,910		0.3%
US Treasury Bond/Note 4.375%, 5/15/40		75,800		92,002		0.3%
US Treasury Bond/Note 4.75%, 2/15/41		68,500		88,076		0.3%
US Treasury Bond/Note 4.50%, 2/15/36		66,200		81,612		0.3%
US Treasury Bond/Note 3.125%, 2/15/42		65,100		63,249		0.2%
General Electric Capital Corp. 2.10%, 1/07/14		34,000		34,364		0.1%
AT&T, Inc. 5.55%, 8/15/41		30,000		33,261		0.1%

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.dbxus.com.

The db X-trackers 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, 2013, the Fund’s net asset value increased 8.37%, compared to an increase of 8.92% for the Zacks In-Target Lifecycle Index and an increase of 3.04% for the Dow Jones Target Today Index. The fund’s performance benefited from favorable results in 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.dbxus.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, 2012, as disclosed in the most recent prospectus dated September 28, 2012, was 1.36%. 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 9/30/13.

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.

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 5/31/13



Top Ten Equity Holdings

Description	Shares		Value		% of Net Assets
Exxon Mobil Corp.		1,055		$95,446		0.9%
Apple, Inc.		203		91,285		0.8%
Microsoft Corp.		1,970		68,715		0.6%
Berkshire Hathaway, Inc., Class B		539		61,485		0.5%
Google, Inc., Class A		69		60,058		0.5%
General Electric Co.		2,465		57,484		0.5%
Wal-Mart Stores, Inc.		764		57,177		0.5%
International Business Machines Corp.		270		56,166		0.5%
Chevron Corp.		431		52,905		0.5%
Johnson & Johnson		625		52,612		0.5%


Top Ten Fixed Income Holdings

Description	Principal Amount		Value		% of Net Assets
US Treasury Bond/Note 4.75%, 5/15/14		$582,900		$608,335		5.4%
US Treasury Bond/Note 2.625%, 7/31/14		580,000		596,494		5.3%
US Treasury Bond/Note 1.25%, 3/15/14		500,000		504,414		4.5%
US Treasury Bond/Note 2.375%, 8/31/14		444,000		456,089		4.1%
US Treasury Bond/Note 0.25%, 12/15/14		375,000		375,117		3.4%
US Treasury Bond/Note 0.75%, 6/15/14		367,000		369,251		3.3%
US Treasury Bond/Note 1.25%, 2/15/14		363,700		366,627		3.3%
US Treasury Bond/Note 0.50%, 10/15/14		355,000		356,442		3.2%
US Treasury Bond/Note 2.125%, 11/30/14		345,000		354,730		3.2%
US Treasury Bond/Note 2.125%, 5/31/15		342,000		354,317		3.2%

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.dbxus.com.

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, 2013.

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, 2013. 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, 2012 to May 31, 2013. Expenses are calculated by multiplying the Fund’s annualized expense ratio by the average account value for the period; then multiplying the result by 182 days and then dividing the result by 365.


	Number of Shares		Value

COMMON STOCKS — 19.8%
Basic Materials — 0.9%
Air Liquide SA (France)		29	$	3,745
Anglo American PLC (United Kingdom)		139		3,224
BASF SE (Germany)		80		7,822
BHP Billiton Ltd. (Australia)		274		9,147
BHP Billiton PLC (United Kingdom)		167		4,860
Coeur Mining Inc.*		50		710
Dow Chemical (The) Co.		116		3,997
E.I. du Pont de Nemours & Co.		137		7,643
Freeport-McMoRan Copper & Gold, Inc.		100		3,105
International Paper Co.		200		9,230
Linde AG (Germany)		17		3,271
Monsanto Co.		100		10,064
Rio Tinto Ltd. (Australia)		46		2,429
Rio Tinto PLC (United Kingdom)		123		5,339
Sherwin-Williams (The) Co.		50		9,427
Syngenta AG (Switzerland)		8		3,146

				87,159

Communications — 1.9%
Amazon.com, Inc.*		33		8,878
Anixter International, Inc.*		105		8,056
AT&T, Inc.		598		20,924
Bankrate, Inc.*		100		1,431
Brightcove, Inc.*		100		748
BT Group PLC, Class A (United Kingdom)		709		3,254
CenturyLink, Inc.		100		3,415
Cisco Systems, Inc.		600		14,448
Comcast Corp., Class A		240		9,635
Consolidated Communications Holdings, Inc.		100		1,702
Corning, Inc.		156		2,398
Deutsche Telekom AG (Germany)		290		3,331
France Telecom SA (France)		197		2,008
Google, Inc., Class A*		39		33,946
Leap Wireless International, Inc.*		300		1,695
News Corp., Class A		165		5,298
SoftBank Corp. (Japan)		100		5,147
Telefonaktiebolaget LM Ericsson, Class B (Sweden)		574		6,777
Telefonica SA (Spain)*		387		5,332
Thomson Reuters Corp. (Canada)		100		3,340
Time Warner, Inc.		123		7,180
Verizon Communications, Inc.		329		15,950
Vodafone Group PLC (United Kingdom)		3,915		11,418
Vonage Holdings Corp.*		1,000		2,740
Walt Disney (The) Co.		185		11,669

				190,720

Consumer, Cyclical — 2.1%
Arctic Cat, Inc.		100		4,689
Ascena Retail Group, Inc.*		67		1,362
Bayerische Motoren Werke AG (Germany)		35		3,352
Cash America International, Inc.		100		4,771
Cie Financiere Richemont SA (Switzerland)		54		4,848
Cinemark Holdings, Inc.		34		998
Compass Group PLC (United Kingdom)		241		3,173
CVS Caremark Corp.		127		7,313


	Number of Shares		Value

Consumer, Cyclical (Continued)
Daimler AG (Germany)		84	$	5,395
Dana Holding Corp.		100		1,892
Dr Horton, Inc.		100		2,436
DTS, Inc.*		100		1,976
Ford Motor Co.		499		7,824
GNC Holdings, Inc., Class A		100		4,503
Hennes & Mauritz AB, Class B (Sweden)		31		1,067
Honda Motor Co. Ltd. (Japan)		131		4,995
Inditex SA (Spain)		26		3,238
JetBlue Airways Corp.*		200		1,242
Kohl’s Corp.		134		6,888
Krispy Kreme Doughnuts, Inc.*		300		5,196
Las Vegas Sands Corp.		67		3,879
Lennar Corp., Class A		100		3,932
Life Time Fitness, Inc.*		100		4,984
Lions Gate Entertainment Corp. (Canada)*		100		2,880
Lowe’s Cos., Inc.		100		4,211
LVMH Moet Hennessy Louis Vuitton SA (France)		19		3,375
Maidenform Brands, Inc.*		100		1,819
MDC Holdings, Inc.		100		3,711
Men’s Wearhouse, (The), Inc.		100		3,620
Mitsui & Co. Ltd. (Japan)		200		2,570
Nissan Motor Co. Ltd. (Japan)		300		3,330
Penske Automotive Group, Inc.		167		5,362
Red Robin Gourmet Burgers, Inc.*		100		5,252
Ross Stores, Inc.		100		6,431
Ruby Tuesday, Inc.*		300		2,775
Saks, Inc.*		167		2,477
Southwest Airlines Co.		400		5,668
Systemax, Inc.		100		965
Target Corp.		67		4,657
Toyota Motor Corp. (Japan)		233		13,939
VF Corp.		100		18,386
Wabash National Corp.*		300		3,150
Wal-Mart Stores, Inc.		301		22,526
World Fuel Services Corp.		10		407

				207,464

Consumer, Non-cyclical — 4.1%
Abbott Laboratories		300		11,001
Acacia Research-Acacia Technologies		100		2,500
Accuray, Inc.*		300		1,611
Aetna, Inc.		200		12,075
Align Technology, Inc.*		100		3,575
Anheuser-Busch InBev NV (Belgium)		67		6,194
Ariad Pharmaceuticals, Inc.*		100		1,834
AstraZeneca PLC (United Kingdom)		81		4,170
Avanir Pharmaceuticals, Inc., Class A*		600		1,992
Bayer AG (Germany)		65		7,003
Becton Dickinson and Co.		100		9,862
BioScrip, Inc.*		300		4,194
Bristol-Myers Squibb Co.		134		6,165
British American Tobacco PLC (United Kingdom)		179		9,853
Capella Education Co.*		100		4,356
Centene Corp.*		100		4,950
Chemocentryx, Inc.*		100		1,351
Coca-Cola (The) Co.		562		22,475


	Number of Shares		Value

Consumer, Non-cyclical (Continued)
CONMED Corp.		67	$	2,206
Convergys Corp.		100		1,817
CSL Ltd. (Australia)		61		3,480
DANONE SA (France)		45		3,319
Diageo PLC (United Kingdom)		238		7,055
Fresh Del Monte Produce, Inc.		100		2,677
FTI Consulting, Inc.*		100		3,799
GlaxoSmithKline PLC (United Kingdom)		412		10,726
Hanger, Inc.*		100		3,191
Harris Teeter Supermarkets, Inc.		25		1,175
Imperial Tobacco Group PLC (United Kingdom)		70		2,522
Incyte Corp. Ltd.*		67		1,485
JM Smucker (The) Co.		67		6,764
Johnson & Johnson		324		27,274
Live Nation Entertainment, Inc.*		83		1,130
Magellan Health Services, Inc.*		7		382
Medtronic, Inc.		100		5,101
Merck & Co., Inc.		284		13,263
Molina Healthcare, Inc.*		67		2,533
Mondelez International, Inc., Class A		252		7,424
Nestle SA (Switzerland)		264		17,518
Novartis AG (Switzerland)		183		13,205
Novo Nordisk A/S, Class B (Denmark)		32		5,158
Pfizer, Inc.		823		22,410
Pilgrim’s Pride Corp.*		400		4,784
Procter & Gamble (The) Co.		328		25,177
Quad/Graphics, Inc.		100		2,330
Reckitt Benckiser Group PLC (United Kingdom)		51		3,659
Rent-A-Center, Inc.		100		3,658
Roche Holding AG (Switzerland)		59		14,752
Rollins, Inc.		21		530
SABMiller PLC (United Kingdom)		67		3,390
Salix Pharmaceuticals Ltd.*		50		3,034
Sanofi (France)		62		6,649
Santarus, Inc.*		300		6,681
Seaboard Corp.		1		2,755
Seattle Genetics, Inc.*		67		2,299
Select Medical Holdings Corp.		67		529
Sequenom, Inc.*		500		2,070
Spectrum Brands Holdings, Inc.		100		6,029
Takeda Pharmaceutical Co. Ltd. (Japan)		100		4,480
Tesco PLC (United Kingdom)		779		4,326
Teva Pharmaceutical Industries Ltd. (Israel)		93		3,571
Unilever NV (Netherlands)		159		6,517
Unilever PLC (United Kingdom)		125		5,270
UnitedHealth Group, Inc.		114		7,140
ViroPharma, Inc.*		67		1,843
Woolworths Ltd. (Australia)		100		3,158

				405,406

Energy — 2.2%
BG Group PLC (United Kingdom)		277		5,105
BP PLC (United Kingdom)		1,477		10,625
Cameron International Corp.*		167		10,165
Cheniere Energy, Inc.*		100		2,935
Chevron Corp.		250		30,688
ConocoPhillips		126		7,729


	Number of Shares		Value

Energy (Continued)
Continental Resources, Inc.*		100	$	8,113
CVR Energy, Inc.		100		6,281
Dril-Quip, Inc.*		9		814
Energy XXI Bermuda Ltd. (Bermuda)		100		2,553
ENI S.p.A (Italy)		153		3,480
Exxon Mobil Corp.		497		44,963
Hess Corp.		200		13,482
Kodiak Oil & Gas Corp.*		200		1,756
McMoRan Exploration Co.*		67		1,114
Oasis Petroleum, Inc.*		100		3,716
Royal Dutch Shell PLC, Class A (United Kingdom)		298		9,975
Royal Dutch Shell PLC, Class B (United Kingdom)		208		7,207
Schlumberger Ltd. (Netherland Antilles)		105		7,668
Southwestern Energy Co.*		196		7,387
Statoil ASA (Norway)		106		2,415
Targa Resources Corp.		100		6,442
Tesco Corp.*		200		2,552
Total SA (France)		184		9,228
Vantage Drilling Co.*		1,267		2,433
Williams (The) Cos., Inc.		100		3,518
Woodside Petroleum Ltd. (Australia)		80		2,756

				215,100

Financial — 4.2%
AIA Group Ltd. (Hong Kong)		800		3,561
Allianz SE (Germany)		21		3,269
American Campus Communities, Inc. REIT		7		286
American Express Co.		100		7,571
American International Group, Inc.*		234		10,404
AON PLC (United Kingdom)		200		12,734
Australia & New Zealand Banking Group Ltd. (Australia)		186		4,902
Banco Bilbao Vizcaya Argentaria SA (Spain)		321		3,024
Banco Santander SA (Spain)		1,346		9,692
Bank of America Corp.		1,160		15,846
Barclays PLC (United Kingdom)		757		3,686
Berkshire Hathaway, Inc., Class B*		312		35,590
BioMed Realty Trust, Inc. REIT		133		2,784
BNP Paribas (France)		152		8,954
Boston Properties, Inc. REIT		80		8,525
CBL & Associates Properties, Inc. REIT		100		2,299
Citigroup, Inc.		328		17,053
Citizens, Inc.*		200		1,216
Commonwealth Bank of Australia (Australia)		129		8,254
Deutsche Bank AG (Germany) (a)		56		2,626
Equity One, Inc. REIT		73		1,703
Extra Space Storage, Inc. REIT		100		4,189
Franklin Resources, Inc.		21		3,251
Geo Group (The), Inc. REIT		77		2,681
Goldman Sachs Group (The), Inc.		39		6,321
Hancock Holding Co.		100		2,855
Hatteras Financial Corp. REIT		67		1,730
Highwoods Properties, Inc. REIT		54		1,967
HSBC Holdings PLC (United Kingdom)		1,524		16,809
ING Groep NV (Netherlands)*		381		3,581


	Number of Shares		Value

Financial (Continued)
Invesco Mortgage Capital, Inc. REIT		67	$	1,250
JPMorgan Chase & Co.		415		22,654
Kilroy Realty Corp. REIT		50		2,646
LaSalle Hotel Properties REIT		150		3,960
Marsh & McLennan Cos., Inc.		100		4,002
Meadowbrook Insurance Group, Inc.		234		1,877
MFA Financial, Inc. REIT		226		1,984
Mitsubishi UFJ Financial Group, Inc. (Japan)		1,000		5,923
Mizuho Financial Group, Inc. (Japan)		1,113		2,161
Monmouth Real Estate Investment Corp., Class A REIT		200		2,052
Muenchener Rueckversicherungs-Gesellschaft AG (Germany)		18		3,384
National Australia Bank Ltd. (Australia)		175		4,857
National Retail Properties, Inc. REIT		65		2,332
Ocwen Financial Corp.*		100		4,278
OMEGA Healthcare Investors, Inc. REIT		65		2,107
Primerica, Inc.		67		2,360
ProLogis, Inc. REIT		200		8,060
Prudential PLC (United Kingdom)		237		4,022
PS Business Parks, Inc. REIT		100		7,631
Republic Bancorp, Inc., Class A		100		2,381
Ryman Hospitality Properties REIT		113		4,323
Simon Property Group, Inc. REIT		42		6,990
Sovran Self Storage, Inc. REIT		100		6,487
Standard Chartered PLC (United Kingdom)		300		7,006
Starwood Property Trust, Inc. REIT		100		2,537
Sumitomo Mitsui Financial Group, Inc. (Japan)		81		3,270
T. Rowe Price Group, Inc.		183		13,882
Tanger Factory Outlet Centers, Inc. REIT		67		2,310
Taylor Capital Group, Inc.*		100		1,661
Texas Capital Bancshares, Inc.*		100		4,416
Two Harbors Investment Corp. REIT		200		2,206
U.S. Bancorp		200		7,012
UBS AG (Switzerland)*		337		5,995
Visa, Inc., Class A		93		16,567
Washington Real Estate Investment Trust REIT		33		918
Wells Fargo & Co.		572		23,195
Westpac Banking Corp. (Australia)		261		7,104
Zurich Financial Services AG (Switzerland)*		3		797

				413,960

Industrial — 2.0%
ABB Ltd. (Switzerland)*		219		4,848
Altra Holdings, Inc.		100		2,881
Apogee Enterprises, Inc.		100		2,668
Boeing (The) Co.		100		9,902
Builders FirstSource, Inc.*		400		2,696
Caterpillar, Inc.		66		5,663
Chart Industries, Inc.*		100		9,727
Colfax Corp.*		100		4,990
Darling International, Inc.*		100		1,961
Eaton Corp. PLC (Ireland)		136		8,985
EMCOR Group, Inc.		100		3,975
Emerson Electric Co.		87		4,999
Fabrinet (Cayman Islands)*		200		2,906
FedEx Corp.		50		4,817


	Number of Shares		Value

Industrial (Continued)
FEI Co.		100	$	7,201
General Dynamics Corp.		25		1,928
General Electric Co.		1,210		28,217
Graphic Packaging Holding Co.*		300		2,307
Hexcel Corp.*		100		3,477
Ingersoll-Rand PLC (Ireland)		134		7,709
Koninklijke Philips Electronics NV (Netherlands)		106		3,017
Mueller Industries, Inc.		100		5,445
Rolls-Royce Holdings PLC (United Kingdom)*		186		3,405
Schneider Electric SA (France)		44		3,508
Siemens AG (Germany)		67		7,107
Smith & Wesson Holding Corp.*		200		1,822
Stanley Black & Decker, Inc.		67		5,308
Tetra Tech, Inc.*		100		2,758
Tredegar Corp.		100		2,496
Union Pacific Corp.		100		15,462
United Parcel Service, Inc., Class B		77		6,614
United Technologies Corp.		100		9,490
Vinci SA (France)		41		2,115
Woodward, Inc.		100		3,915

				194,319

Technology — 2.1%
Accelrys, Inc.*		200		1,668
Activision Blizzard, Inc.		501		7,229
Apple, Inc.		94		42,270
Applied Materials, Inc.		700		10,640
ASML Holding NV (Netherlands)		36		3,007
Aspen Technology, Inc.*		100		3,062
CACI International, Inc., Class A*		100		6,414
Canon, Inc. (Japan)		100		3,514
Citrix Systems, Inc.*		100		6,435
Concur Technologies, Inc.*		21		1,695
Cray, Inc.*		200		3,642
Dell, Inc.		200		2,670
EMC Corp.*		200		4,952
EPIQ Systems, Inc.		167		2,026
Fidelity National Information Services, Inc.		100		4,490
Hewlett-Packard Co.		200		4,884
International Business Machines Corp.		100		20,802
Jack Henry & Associates, Inc.		169		7,931
Mentor Graphics Corp.		100		1,899
Microsemi Corp.*		67		1,469
Microsoft Corp.		879		30,661
Netsuite, Inc.*		100		8,760
Progress Software Corp.*		100		2,351
PTC, Inc.*		73		1,833
QLIK Technologies, Inc.*		167		5,137
SAP AG (Germany)*		77		5,808
Solarwinds, Inc.*		100		4,215
SYNNEX Corp.*		100		4,055

				203,519

Utilities — 0.3%
Centrica PLC (United Kingdom)		497		2,870
Dominion Resources, Inc.		100		5,655
E.ON SE (Germany)		84		1,426


	Number of Shares		Value

Utilities (Continued)
Edison International		200	$	9,188
GDF Suez (France)		121		2,477
National Grid PLC (United Kingdom)		270		3,218
Piedmont Natural Gas Co., Inc.		24		811
SJW Corp.		100		2,705
Wisconsin Energy Corp.		100		4,081

				32,431

TOTAL COMMON STOCKS (Cost $1,634,190)				1,950,078

PREFERRED STOCKS — 0.0% (b)
Consumer, Cyclical — 0.0% (b)
Volkswagen AG (Germany)		15		3,294

Industrial — 0.0% (b)
Rolls-Royce Holdings PLC, Class C (United Kingdom)*		22,134		34

TOTAL PREFERRED STOCKS (Cost $2,548)				3,328


	Principal Amount		Value

CORPORATE BONDS — 11.9%
Communications — 2.0%
Cellco Partnership/Verizon Wireless Capital LLC 5.55%, 2/01/14	$	170,000	$	175,277
Google, Inc. 1.25%, 5/19/14		7,000		7,060
Telefonica Emisiones S.A.U. (Spain) 4.949%, 1/15/15		10,000		10,552

				192,889

Consumer, Non-cyclical — 2.6%
Clorox (The) Co. 5.00%, 1/15/15		55,000		58,466
PepsiCo, Inc. 0.75%, 3/05/15		80,000		80,313
Wyeth 5.50%, 2/01/14		37,000		38,223
Yale University, MTN 2.90%, 10/15/14		75,000		77,548

				254,550

Energy — 1.8%
BP Capital Markets PLC (United Kingdom) 3.625%, 5/08/14		168,000		172,929

Financial — 4.9%
American Tower Corp. 4.625%, 4/01/15		50,000		53,110
Bank of New York Mellon (The) Corp., MTN 4.30%, 5/15/14		57,000		59,125
Caterpillar Financial Services Corp., MTN 6.125%, 2/17/14		13,000		13,527
Citigroup, Inc. 6.375%, 8/12/14		20,000		21,268


	Principal Amount		Value

Financial (Continued)
National Rural Utilities Cooperative Finance Corp. 1.00%, 2/02/15	$	280,000	$	282,192
Prudential Financial, Inc., Series B, MTN 5.10%, 9/20/14		22,000		23,220
Wachovia Corp. 5.25%, 8/01/14		33,000		34,707

				487,149

Technology — 0.3%
Microsoft Corp. 0.875%, 9/27/13		30,000		30,054

Utilities — 0.3%
Exelon Generation Co. LLC 5.35%, 1/15/14		30,000		30,856

TOTAL CORPORATE BONDS (Cost $1,161,856)				1,168,427

UNITED STATES GOVERNMENT & AGENCIES OBLIGATIONS — 67.9%
United States Treasury Bonds/Notes — 67.9%
1.00%, 7/15/13		395,000		395,494
0.50%, 10/15/13		426,000		426,699
1.25%, 3/15/14		390,000		393,443
0.25%, 3/31/14		198,000		198,209
1.75%, 3/31/14		500,000		506,699
4.75%, 5/15/14		434,800		453,771
0.75%, 6/15/14		412,000		414,527
2.625%, 7/31/14		390,000		401,091
2.375%, 8/31/14		378,000		388,292
2.375%, 9/30/14		435,000		447,557
0.50%, 10/15/14		395,000		396,605
0.375%, 11/15/14		162,000		162,367
4.25%, 11/15/14		409,000		432,756
2.125%, 11/30/14		378,000		388,661
0.25%, 12/15/14		405,000		405,127
4.00%, 2/15/15		365,000		388,055
2.50%, 3/31/15		83,000		86,343
2.125%, 5/31/15		376,000		389,542

				6,675,238

TOTAL UNITED STATES GOVERNMENT & AGENCIES OBLIGATIONS (Cost $6,661,634)				6,675,238


TOTAL INVESTMENTS — 99.6% (Cost $9,460,228)			$	9,797,071
Other assets less liabilities — 0.4%				35,000

NET ASSETS — 100.0%			$	9,832,071

MTN – Medium Term Note.

REIT – Real Estate Investment Trust.

* Non-income producing security.

(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 — 57.5%
Basic Materials — 2.5%
Air Liquide SA (France)		207	$	26,730
Anglo American PLC (United Kingdom)		1,078		25,003
BASF SE (Germany)		684		66,882
BHP Billiton Ltd. (Australia)		2,481		82,820
BHP Billiton PLC (United Kingdom)		1,567		45,606
Coeur Mining Inc.*		565		8,017
Dow Chemical (The) Co		1,361		46,900
E.I. du Pont de Nemours & Co		1,003		55,957
Freeport-McMoRan Copper & Gold, Inc		960		29,808
HB Fuller Co		300		12,471
International Paper Co		1,971		90,962
Linde AG (Germany)		111		21,359
Monsanto Co		514		51,729
NewMarket Corp		86		23,585
Rio Tinto Ltd. (Australia)		269		14,206
Rio Tinto PLC (United Kingdom)		1,022		44,365
Sensient Technologies Corp		343		14,156
Sherwin-Williams (The) Co		514		96,904
Syngenta AG (Switzerland)		72		28,311

				785,771

Communications — 5.5%
Amazon.com, Inc.*		450		121,064
Anixter International, Inc.*		159		12,200
Arris Group, Inc.*		771		11,665
AT&T, Inc		6,167		215,782
Bankrate, Inc.*		857		12,264
Brightcove, Inc.*		943		7,054
BT Group PLC, Class A (United Kingdom)		5,694		26,136
Centurylink, Inc		600		20,490
Cisco Systems, Inc		5,829		140,362
Comcast Corp., Class A		2,694		108,164
Consolidated Communications Holdings, Inc		857		14,586
Corning, Inc		1,717		26,391
Deutsche Telekom AG (Germany)		1,945		22,343
Finisar Corp.*		700		9,170
France Telecom SA (France)		1,547		15,770
Google, Inc., Class A*		337		293,327
Leap Wireless International, Inc.*		2,314		13,074
Meredith Corp		300		12,294
Netgear, Inc.*		257		8,553
News Corp., Class A		1,529		49,096
Softbank Corp. (Japan)		525		27,020
Telefonaktiebolaget LM Ericsson, Class B (Sweden)		2,355		27,805
Telefonica SA (Spain)*		3,262		44,942
Thomson Reuters Corp. (Canada)		720		24,048
Time Warner, Inc		912		53,233
Verizon Communications, Inc		2,997		145,295
Viasat, Inc.*		300		21,018
Vodafone Group PLC (United Kingdom)		38,333		111,798
Vonage Holdings Corp.*		7,713		21,134
Walt Disney (The) Co		1,737		109,569

				1,725,647


	Number of Shares		Value

Consumer, Cyclical — 6.0%
Arctic Cat, Inc		343	$	16,084
Ascena Retail Group, Inc.*		1,062		21,590
Bayerische Motoren Werke AG (Germany)		278		26,626
Carter’s, Inc		343		24,720
Cash America International, Inc		240		11,450
Cie Financiere Richemont SA (Switzerland)		381		34,205
Cinemark Holdings, Inc		705		20,685
Columbia Sportswear Co		244		14,694
Compass Group PLC (United Kingdom)		1,374		18,090
CVS Caremark Corp		1,329		76,524
Daimler AG (Germany)		653		41,936
Dana Holding Corp		835		15,798
Dr Horton, Inc		1,371		33,398
DTS, Inc.*		771		15,235
Ford Motor Co		4,280		67,110
GNC Holdings, Inc., Class A		600		27,018
Hennes & Mauritz AB, Class B (Sweden)		722		24,854
Honda Motor Co. Ltd. (Japan)		1,316		50,175
Inditex SA (Spain)		170		21,172
JetBlue Airways Corp.*		1,800		11,178
Kohl’s Corp		1,007		51,770
Krispy Kreme Doughnuts, Inc.*		2,057		35,627
Las Vegas Sands Corp		1,018		58,942
Lennar Corp., Class A		771		30,316
Life Time Fitness, Inc.*		257		12,809
Lions Gate Entertainment Corp. (Canada)*		943		27,158
Lowe’s Cos., Inc		1,285		54,112
LVMH Moet Hennessy Louis Vuitton SA (France)		194		34,456
Maidenform Brands, Inc.*		685		12,460
MDC Holdings, Inc		257		9,537
Men’s Wearhouse, (The), Inc		314		11,367
Mitsubishi Corp. (Japan)		877		15,592
Mitsui & Co. Ltd. (Japan)		1,049		13,481
Nike, Inc., Class B		1,070		65,976
Nissan Motor Co. Ltd. (Japan)		1,885		20,923
Nu Skin Enterprises, Inc., Class A		405		23,814
Penske Automotive Group, Inc		577		18,527
Red Robin Gourmet Burgers, Inc.*		375		19,691
Ross Stores, Inc		1,114		71,631
Ruby Tuesday, Inc.*		1,971		18,232
Saks, Inc.*		1,117		16,565
SIX Flags Entertainment Corp		343		25,578
Southwest Airlines Co.		3,599		50,998
Systemax, Inc		1,114		10,750
Target Corp		650		45,175
Tenneco, Inc.*		428		18,986
Toyota Motor Corp. (Japan)		2,071		123,902
VF Corp		514		94,505
Wabash National Corp.*		2,228		23,394
Wal-Mart Stores, Inc		3,357		251,238
Watsco, Inc.		212		18,498
World Fuel Services Corp		355		14,459

				1,873,011


	Number of Shares		Value

Consumer, Non-cyclical — 12.0%
Abbott Laboratories		3,223	$	118,187
Acacia Research-Acacia Technologies		224		5,600
Accuray, Inc.*		2,142		11,503
Aetna, Inc		1,799		108,624
Align Technology, Inc.*		514		18,376
Amsurg Corp.*		224		7,959
Anheuser-Busch InBev NV (Belgium)		518		47,890
Ariad Pharmaceuticals, Inc.*		1,114		20,431
AstraZeneca PLC (United Kingdom)		906		46,639
Avanir Pharmaceuticals, Inc., Class A*		4,285		14,226
Bayer AG (Germany)		637		68,628
Becton Dickinson and Co		943		92,998
BioScrip, Inc.*		1,885		26,352
Bristol-Myers Squibb Co		1,799		82,772
British American Tobacco PLC (United Kingdom)		1,403		77,233
Capella Education Co.*		514		22,390
Centene Corp.*		254		12,573
Cepheid, Inc.*		428		14,877
Chemocentryx, Inc.*		943		12,740
Coca-Cola (The) Co		4,530		181,154
CONMED Corp		224		7,376
Convergys Corp		771		14,009
Costar Group, Inc.*		171		19,120
CSL Ltd. (Australia)		413		23,558
DANONE SA (France)		398		29,352
Diageo PLC (United Kingdom)		1,834		54,366
Fresh Del Monte Produce, Inc		200		5,354
Fresh Market, (The), Inc.*		343		16,992
FTI Consulting, Inc.*		343		13,031
GlaxoSmithKline PLC (United Kingdom)		3,968		103,307
Hain Celestial Group (The), Inc.*		257		17,121
Hanger, Inc.*		343		10,945
Harris Teeter Supermarkets, Inc		381		17,907
Imperial Tobacco Group PLC (United Kingdom)		710		25,578
Incyte Corp. Ltd.*		750		16,628
Integra Lifesciences Holdings Corp.*		200		7,578
JM Smucker (The) Co		600		60,576
Johnson & Johnson		2,737		230,401
Live Nation Entertainment, Inc.*		1,124		15,298
Magellan Health Services, Inc.*		230		12,535
MasterCard, Inc., Class A		132		75,273
Medivation, Inc.*		443		21,512
Medtronic, Inc		1,028		52,438
Merck & Co., Inc		2,702		126,183
Molina Healthcare, Inc.*		300		11,340
Mondelez International, Inc., Class A		2,687		79,159
Nestle SA (Switzerland)		2,457		163,030
Novartis AG (Switzerland)		1,757		126,780
Novo Nordisk A/S, Class B (Denmark)		278		44,808
Onyx Pharmaceuticals, Inc.*		278		26,535
Pfizer, Inc		7,326		199,487
Pharmacyclics, Inc.*		343		31,432
Pilgrim’s Pride Corp.*		2,742		32,794
Procter & Gamble (The) Co.		2,744		210,630
Quad/Graphics, Inc		857		19,968


	Number of Shares		Value

Consumer, Non-cyclical (Continued)
Questcor Pharmaceuticals, Inc		428	$	14,625
Reckitt Benckiser Group PLC (United Kingdom)		511		36,662
Rent-A-Center, Inc		428		15,656
Roche Holding AG (Switzerland)		536		134,021
Rollins, Inc		944		23,845
SABMiller PLC (United Kingdom)		675		34,153
Salix Pharmaceuticals Ltd.*		330		20,021
Sanofi (France)		601		64,453
Santarus, Inc.*		1,971		43,894
Seaboard Corp		8		22,042
Seattle Genetics, Inc.*		825		28,314
Select Medical Holdings Corp		1,019		8,050
Sequenom, Inc.*		3,599		14,900
Spectrum Brands Holdings, Inc		343		20,679
Takeda Pharmaceutical Co. Ltd. (Japan)		462		20,696
Tesco PLC (United Kingdom)		5,993		33,277
Teva Pharmaceutical Industries Ltd. (Israel)		747		28,684
TreeHouse Foods, Inc.*		300		19,644
Unilever NV (Netherlands)		1,136		46,562
Unilever PLC (United Kingdom)		974		41,067
United Natural Foods, Inc.*		343		18,152
UnitedHealth Group, Inc		1,237		77,473
ViroPharma, Inc.*		441		12,128
Woolworths Ltd. (Australia)		906		28,614
Wright Medical Group, Inc.*		300		7,509

				3,728,674

Diversified — 0.1%
Hutchison Whampoa Ltd. (Hong Kong)		1,500		15,980

Energy — 5.9%
BG Group PLC (United Kingdom)		2,483		45,763
BP PLC (United Kingdom)		13,220		95,100
Cameron International Corp.*		1,200		73,044
Cheniere Energy, Inc.*		1,200		35,220
Chevron Corp.		1,927		236,539
ConocoPhillips		1,273		78,086
Continental Resources, Inc.*		857		69,528
CVR Energy, Inc		514		32,284
Dril-Quip, Inc.*		257		23,246
Energy XXI Bermuda Ltd. (Bermuda)		428		10,927
ENI S.p.A (Italy)		1,805		41,056
Exxon Mobil Corp		4,678		423,219
Helix Energy Solutions Group, Inc.*		685		16,344
Hess Corp		1,628		109,743
Kodiak Oil & Gas Corp.*		1,542		13,539
McMoRan Exploration Co.*		900		14,967
Oasis Petroleum, Inc.*		514		19,100
Royal Dutch Shell PLC, Class A (United Kingdom)		2,689		90,008
Royal Dutch Shell PLC, Class B (United Kingdom)		1,960		67,914
Schlumberger Ltd. (Netherland Antilles)		1,361		99,394
Southwestern Energy Co.*		1,555		58,608
Statoil ASA (Norway)		775		17,656
Targa Resources Corp		257		16,556
Tesco Corp.*		1,200		15,312


	Number of Shares		Value

Energy (Continued)
Total SA (France)		1,596	$	80,041
Vantage Drilling Co.*		8,548		16,412
Williams (The) Cos., Inc		600		21,108
Woodside Petroleum Ltd. (Australia)		595		20,494

				1,841,208

Financial — 12.3%
AIA Group Ltd. (Hong Kong)		7,027		31,276
Alexander’s, Inc. REIT		24		7,305
Allianz SE (Germany)		326		50,740
American Campus Communities, Inc. REIT		456		18,618
American Express Co		1,157		87,597
American International Group, Inc.*		1,832		81,451
American Tower Corp., Class A REIT		343		26,699
AON PLC (United Kingdom)		1,542		98,179
Australia & New Zealand Banking Group Ltd. (Australia)		1,923		50,685
Banco Bilbao Vizcaya Argentaria SA (Spain)		4,241		39,947
Banco Santander SA (Spain)		12,170		87,630
Bank of America Corp		11,901		162,568
Barclays PLC (United Kingdom)		11,295		54,995
Berkshire Hathaway, Inc., Class B*		2,520		287,457
BioMed Realty Trust, Inc. REIT		817		17,100
BNP Paribas (France)		809		47,659
Boston Properties, Inc. REIT		713		75,992
CBL & Associates Properties, Inc. REIT		920		21,151
Citigroup, Inc		3,153		163,924
Citizens, Inc.*		1,371		8,336
Coinstar, Inc.*		257		14,968
Commonwealth Bank of Australia (Australia)		1,143		73,139
Credit Acceptance Corp.*		150		17,079
Deutsche Bank AG (Germany) (a)		818		38,355
Equity Lifestyle Properties, Inc. REIT		270		20,836
Equity One, Inc. REIT		861		20,087
Equity Residential REIT		360		20,358
Extra Space Storage, Inc. REIT		600		25,134
Franklin Resources, Inc		201		31,117
Geo Group (The), Inc. REIT		518		18,037
Goldman Sachs Group (The), Inc		493		79,905
Hancock Holding Co		514		14,675
Hatteras Financial Corp. REIT		707		18,255
Highwoods Properties, Inc. REIT		481		17,518
Home Properties, Inc. REIT		310		18,839
HSBC Holdings PLC (United Kingdom)		14,106		155,580
ING Groep NV (Netherlands)*		2,790		26,225
Invesco Mortgage Capital, Inc. REIT		707		13,186
JPMorgan Chase & Co		3,939		215,031
Kilroy Realty Corp. REIT		426		22,540
LaSalle Hotel Properties REIT		600		15,840
Marsh & McLennan Cos., Inc		514		20,570
Meadowbrook Insurance Group, Inc		1,500		12,030
MFA Financial, Inc. REIT		2,355		20,677
Mid-America Apartment Communities, Inc. REIT		219		14,885
Mitsubishi UFJ Financial Group, Inc. (Japan)		8,826		52,277
Mizuho Financial Group, Inc. (Japan)		17,226		33,439


	Number of Shares		Value

Financial (Continued)
Monmouth Real Estate Investment Corp., Class A REIT		1,200	$	12,312
Muenchener Rueckversicherungs-Gesellschaft AG (Germany)		122		22,937
National Australia Bank Ltd. (Australia)		1,656		45,961
National Retail Properties, Inc. REIT		662		23,746
Ocwen Financial Corp.*		857		36,662
OMEGA Healthcare Investors, Inc. REIT		732		23,724
Post Properties, Inc. REIT		300		14,340
Primerica, Inc		450		15,849
ProAssurance Corp		376		18,875
ProLogis, Inc. REIT		2,142		86,322
Prudential PLC (United Kingdom)		1,933		32,807
PS Business Parks, Inc. REIT		171		13,049
Public Storage REIT		180		27,324
Republic Bancorp, Inc., Class A		600		14,286
Ryman Hospitality Properties REIT		339		12,970
Signature Bank*		310		23,926
Simon Property Group, Inc. REIT		326		54,259
Sovran Self Storage, Inc. REIT		200		12,974
Standard Chartered PLC (United Kingdom)		1,734		40,495
Starwood Property Trust, Inc. REIT		771		19,560
Sumitomo Mitsui Financial Group, Inc. (Japan)		966		38,994
SVB Financial Group*		270		20,895
T. Rowe Price Group, Inc		1,312		99,528
Tanger Factory Outlet Centers, Inc. REIT		532		18,343
Taylor Capital Group, Inc.*		857		14,235
Texas Capital Bancshares, Inc.*		257		11,349
Tompkins Financial Corp		343		14,248
Two Harbors Investment Corp. REIT		1,285		14,174
U.S. Bancorp		1,885		66,088
UBS AG (Switzerland)*		3,188		56,709
Visa, Inc., Class A		851		151,597
Washington Real Estate Investment Trust REIT		361		10,043
Wells Fargo & Co		5,152		208,913
Westpac Banking Corp. (Australia)		2,078		56,560
Zurich Financial Services AG (Switzerland)*		109		28,975

				3,812,920

Industrial — 6.0%
ABB Ltd. (Switzerland)*		1,606		35,555
Actuant Corp., Class A		450		15,300
Acuity Brands, Inc		260		19,518
Altra Holdings, Inc		943		27,168
AO Smith Corp.		600		23,520
Apogee Enterprises, Inc		857		22,865
Boeing (The) Co		771		76,344
Bristow Group, Inc		300		18,855
Builders FirstSource, Inc.*		2,914		19,640
Caterpillar, Inc		663		56,885
Chart Industries, Inc.*		257		25,001
Clean Harbors, Inc.*		330		18,876
Colfax Corp.*		685		34,182
Cummins, Inc		257		30,745
Darling International, Inc.*		685		13,433
East Japan Railway Co. (Japan)		257		19,392
Eaton Corp. PLC (Ireland)		1,664		109,924


	Number of Shares		Value

Industrial (Continued)
EMCOR Group, Inc		428	$	17,013
Emerson Electric Co		682		39,188
EnerSys		366		18,238
Fabrinet (Cayman Islands)*		1,285		18,671
Fanuc Corp. (Japan)		185		28,066
FedEx Corp		360		34,682
FEI Co		224		16,130
General Dynamics Corp		350		26,985
General Electric Co		10,791		251,646
Genesee & Wyoming, Inc., Class A*		396		35,264
Golar LNG Ltd. (Bermuda)		375		12,750
Graphic Packaging Holding Co.*		2,485		19,110
Hexcel Corp.*		685		23,817
Hitachi Ltd. (Japan)		2,999		20,898
Ingersoll-Rand PLC (Ireland)		1,439		82,785
Komatsu Ltd. (Japan)		645		16,765
Koninklijke Philips Electronics NV (Netherlands)		781		22,226
Middleby Corp.*		86		14,060
Mitsubishi Electric Corp. (Japan)		1,906		18,537
Mueller Industries, Inc		257		13,994
Powell Industries, Inc.*		343		16,217
Rolls-Royce Holdings PLC (United Kingdom)*		1,474		26,987
Schneider Electric SA (France)		346		27,585
Siemens AG (Germany)		637		67,568
Smith & Wesson Holding Corp.*		1,457		13,273
Stanley Black & Decker, Inc		800		63,375
Tetra Tech, Inc.*		428		11,800
Tredegar Corp		943		23,537
Triumph Group, Inc		300		23,295
Union Pacific Corp		514		79,475
United Parcel Service, Inc., Class B		948		81,434
United Technologies Corp		943		89,492
Vinci SA (France)		340		17,542
Woodward, Inc		514		20,123

				1,859,731

Technology — 6.2%
Accelrys, Inc.*		1,714		14,295
Activision Blizzard, Inc		5,549		80,072
Apple, Inc		919		413,255
Applied Materials, Inc		6,770		102,904
ASML Holding NV (Netherlands)		255		21,298
Aspen Technology, Inc.*		600		18,372
Athenahealth, Inc.*		257		21,729
CACI International, Inc., Class A*		158		10,134
Canon, Inc. (Japan)		921		32,364
Cirrus Logic, Inc.*		514		9,381
Citrix Systems, Inc.*		943		60,682
Commvault Systems, Inc.*		343		24,010
Concur Technologies, Inc.*		439		35,440
Cray, Inc.*		1,114		20,286
Dell, Inc		1,885		25,165
EMC Corp.*		2,114		52,343
EPIQ Systems, Inc		1,121		13,598
Fidelity National Information Services, Inc		1,571		70,538
Hewlett-Packard Co		2,399		58,584


	Number of Shares		Value

Technology (Continued)
International Business Machines Corp		1,212	$	252,120
Jack Henry & Associates, Inc		573		26,891
Mentor Graphics Corp		933		17,718
Microsemi Corp.*		600		13,158
Microsoft Corp		8,581		299,306
MKS Instruments, Inc		343		9,655
Netsuite, Inc.*		428		37,493
Progress Software Corp.*		428		10,062
PTC, Inc.*		855		21,469
QLIK Technologies, Inc.*		782		24,054
SAP AG (Germany)*		654		49,328
Solarwinds, Inc.*		514		21,665
SYNNEX Corp.*		257		10,421
Syntel, Inc		257		16,425
Ultimate Software Group, Inc.*		171		19,032
Veeco Instruments, Inc.*		300		12,717

				1,925,964

Utilities — 1.0%
Centrica PLC (United Kingdom)		3,914		22,599
Cleco Corp		343		15,610
Dominion Resources, Inc		600		33,930
E.ON SE (Germany)		1,270		21,558
Edison International		1,628		74,790
GDF Suez (France)		956		19,570
National Grid PLC (United Kingdom)		2,516		29,990
New Jersey Resources Corp		257		11,663
Piedmont Natural Gas Co., Inc		356		12,029
SJW Corp		600		16,230
WGL Holdings, Inc		343		14,721
Wisconsin Energy Corp		1,114		45,463

				318,153

TOTAL COMMON STOCKS (Cost $14,894,230)				17,887,059

PREFERRED STOCKS — 0.1%
Consumer, Cyclical — 0.1%
Volkswagen AG (Germany)		98		21,520

Industrial — 0.0% (b)
Rolls-Royce Holdings PLC, Class C (United Kingdom)*		175,406		267

TOTAL PREFERRED STOCKS (Cost $21,233)				21,787


	Principal Amount		Value

CORPORATE BONDS — 10.5%
Basic Materials — 0.6%
BHP Billiton Finance USA Ltd. (Australia) 1.00%, 2/24/15	$	197,000	$	198,667

Communications — 1.5%
Cellco Partnership/Verizon Wireless Capital LLC 5.55%, 2/01/14		70,000		72,173
Google, Inc. 1.25%, 5/19/14		14,000		14,119


	Principal Amount		Value

Communications (Continued)
Telefonica Emisiones SAU. (Spain) 4.949%, 1/15/15	$	301,000	$	317,619
Verizon Communications, Inc. 1.25%, 11/03/14		50,000		50,445
Viacom, Inc. 1.25%, 2/27/15		25,000		25,147

				479,503

Consumer, Non-cyclical — 0.3%
Anheuser-Busch InBev Worldwide, Inc. 4.125%, 1/15/15		14,000		14,768
Clorox (The) Co. 5.00%, 1/15/15		59,000		62,718
Wyeth 5.50%, 2/01/14		14,000		14,463

				91,949

Energy — 0.3%
BP Capital Markets PLC (United Kingdom) 3.625%, 5/08/14		77,000		79,259

Financial — 7.1%
American Tower Corp. 4.625%, 4/01/15		100,000		106,220
Bank of New York Mellon (The) Corp., MTN 4.30%, 5/15/14		32,000		33,193
Bank of Nova Scotia (Canada) 3.40%, 1/22/15		25,000		26,119
Barclays PLC (United Kingdom) 5.20%, 7/10/14		55,000		57,703
Caterpillar Financial Services Corp., MTN 6.125%, 2/17/14		62,000		64,512
Citigroup, Inc. 6.375%, 8/12/14		372,000		395,580
Morgan Stanley, Series G, MTN 4.10%, 1/26/15		30,000		31,372
National Rural Utilities Cooperative Finance Corp. 1.00%, 2/02/15		784,000		790,141
Prudential Financial, Inc., Series B, MTN 5.10%, 9/20/14		63,000		66,494
Royal Bank of Canada, MTN (Canada) 1.15%, 3/13/15		85,000		85,861
Simon Property Group LP 5.10%, 6/15/15		98,000		106,615
Toyota Motor Credit Corp., Series G, MTN 1.25%, 11/17/14		445,000		450,237

				2,214,047

Technology — 0.5%
Hewlett-Packard Co. 6.125%, 3/01/14		106,000		109,975
Microsoft Corp. 0.875%, 9/27/13		34,000		34,061

				144,036


	Principal Amount		Value

Utilities — 0.2%
Exelon Generation Co. LLC 5.35%, 1/15/14	$	63,000	$	64,798

TOTAL CORPORATE BONDS (Cost $3,234,505)				3,272,259

UNITED STATES GOVERNMENT & AGENCIES OBLIGATIONS — 31.5%
United States Treasury Bonds/ Notes — 31.5%
0.75%, 9/15/13		1,111,900		1,114,202
4.75%, 5/15/14		602,400		628,685
4.25%, 8/15/14		599,800		629,134
2.375%, 9/30/14		652,400		671,233
0.50%, 10/15/14		655,500		658,163
0.25%, 12/15/14		719,800		720,025
2.625%, 12/31/14		652,400		676,941
4.00%, 2/15/15		595,500		633,114
2.375%, 2/28/15		641,800		665,191
0.375%, 3/15/15		659,800		660,909
2.50%, 3/31/15		684,800		712,380
2.125%, 5/31/15		641,800		664,915
4.25%, 8/15/15		642,700		697,631
1.25%, 9/30/15		642,700		655,855

				9,788,378

TOTAL UNITED STATES GOVERNMENT & AGENCIES OBLIGATIONS (Cost $9,759,352)				9,788,378


TOTAL INVESTMENTS — 99.6% (Cost $27,909,320)			$	30,969,483
Other assets less liabilities — 0.4%				127,676

NET ASSETS — 100.0%			$	31,097,159

MTN – Medium Term Note.

REIT – Real Estate Investment Trust.

* Non-income producing security.

(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 — 81.0%
Basic Materials — 3.7%
Air Liquide SA (France)		344	$	44,421
Anglo American PLC (United Kingdom)		1,416		32,842
BASF SE (Germany)		960		93,868
BHP Billiton Ltd. (Australia)		3,466		115,701
BHP Billiton PLC (United Kingdom)		2,211		64,350
Coeur Mining Inc*		1,045		14,829
Dow Chemical (The) Co		1,740		59,960
E.I. du Pont de Nemours & Co		1,373		76,599
Freeport-McMoRan Copper & Gold, Inc		1,216		37,757
Gold Resource Corp		514		4,934
HB Fuller Co		428		17,792
International Paper Co		2,657		122,621
Linde AG (Germany)		180		34,637
Monsanto Co		686		69,039
NewMarket Corp		186		51,009
Rio Tinto Ltd. (Australia)		422		22,286
Rio Tinto PLC (United Kingdom)		1,469		63,769
Sensient Technologies Corp		428		17,664
Sherwin-Williams (The) Co		686		129,331
Syngenta AG (Switzerland)		98		38,534

				1,111,943

Communications — 7.9%
Amazon.com, Inc.*		686		184,555
Anixter International, Inc.*		359		27,546
Arris Group, Inc.*		943		14,268
AT&T, Inc		8,309		290,732
Bankrate, Inc.*		1,114		15,941
Brightcove, Inc.*		1,285		9,612
BT Group PLC, Class A (United Kingdom)		7,762		35,629
CenturyLink, Inc		857		29,267
Cisco Systems, Inc		8,017		193,049
Comcast Corp., Class A		3,638		146,066
Consolidated Communications Holdings, Inc		1,200		20,424
Corning, Inc		2,131		32,754
Deutsche Telekom AG (Germany) (a)		2,614		30,027
Finisar Corp.*		857		11,227
France Telecom SA (France)		1,845		18,808
Google, Inc., Class A*		464		403,871
Leap Wireless International, Inc.*		3,085		17,430
Meredith Corp		428		17,539
Netgear, Inc.*		257		8,553
News Corp., Class A		2,061		66,179
SoftBank Corp. (Japan)		874		44,981
Telefonaktiebolaget LM Ericsson, Class B (Sweden)		3,492		41,229
Telefonica SA (Spain)*		4,670		64,340
Thomson Reuters Corp. (Canada)		1,200		40,080
Time Warner, Inc		1,332		77,749
Verizon Communications, Inc.		4,063		196,974
ViaSat, Inc.*		374		26,202
Vodafone Group PLC (United Kingdom)		50,307		146,721
Vonage Holdings Corp.*		10,284		28,178
Walt Disney (The) Co		2,404		151,643

				2,391,574


	Number of Shares		Value

Consumer, Cyclical — 8.6%
Arctic Cat, Inc		514	$	24,101
Ascena Retail Group, Inc.*		1,320		26,836
Bayerische Motoren Werke AG (Germany)		379		36,300
Carter’s, Inc		514		37,044
Cash America International, Inc		162		7,729
Cie Financiere Richemont SA (Switzerland)		569		51,084
Cinemark Holdings, Inc		894		26,230
Columbia Sportswear Co		342		20,595
Compass Group PLC (United Kingdom)		2,098		27,622
CVS Caremark Corp		1,875		107,963
Daimler AG (Germany)		955		61,331
Dana Holding Corp		1,466		27,737
Dr Horton, Inc		1,885		45,919
DTS, Inc.*		1,028		20,313
Ford Motor Co		6,097		95,601
GNC Holdings, Inc., Class A		857		38,591
Hennes & Mauritz AB, Class B (Sweden)		897		30,878
Honda Motor Co. Ltd. (Japan)		1,832		69,848
Inditex SA (Spain)		216		26,901
JetBlue Airways Corp.*		2,314		14,370
Kohl’s Corp		1,457		74,904
Krispy Kreme Doughnuts, Inc.*		2,742		47,491
Las Vegas Sands Corp		1,328		76,891
Lennar Corp., Class A		1,114		43,802
Life Time Fitness, Inc.*		428		21,332
Lions Gate Entertainment Corp. (Canada)*		1,285		37,008
Lowe’s Cos., Inc		1,885		79,377
LVMH Moet Hennessy Louis Vuitton SA (France)		278		49,376
Maidenform Brands, Inc.*		857		15,589
MDC Holdings, Inc		428		15,883
Men’s Wearhouse, (The), Inc		432		15,638
Mitsubishi Corp. (Japan)		1,347		23,948
Mitsui & Co. Ltd. (Japan)		1,750		22,490
Nike, Inc., Class B		1,333		82,193
Nissan Motor Co. Ltd. (Japan)		2,742		30,435
Nu Skin Enterprises, Inc., Class A		628		36,926
Penske Automotive Group, Inc		933		29,959
Red Robin Gourmet Burgers, Inc.*		524		27,515
Ross Stores, Inc		1,543		99,215
Ruby Tuesday, Inc.*		2,657		24,577
Saks, Inc.*		1,800		26,694
SIX Flags Entertainment Corp		428		31,916
Southwest Airlines Co		5,142		72,862
Systemax, Inc		1,457		14,060
Target Corp		900		62,550
Tenneco, Inc.*		514		22,801
Toyota Motor Corp. (Japan)		2,930		175,295
VF Corp.		686		126,127
Wabash National Corp.*		2,999		31,490
Wal-Mart Stores, Inc		4,710		352,495
Watsco, Inc		270		23,558
World Fuel Services Corp		506		20,609

				2,611,999


	Number of Shares		Value

Consumer, Non-cyclical — 16.9%
Abbott Laboratories		4,474	$	164,062
Acacia Research-Acacia Technologies		343		8,575
Accuray, Inc.*		2,914		15,648
Aetna, Inc		2,485		150,044
Align Technology, Inc.*		771		27,563
Amsurg Corp.*		343		12,187
Anheuser-Busch InBev NV (Belgium)		764		70,633
Ariad Pharmaceuticals, Inc.*		1,457		26,721
AstraZeneca PLC (United Kingdom)		1,262		64,965
Avanir Pharmaceuticals, Inc., Class A*		5,742		19,063
Bayer AG (Germany)		788		84,896
Becton Dickinson and Co		1,371		135,208
BioScrip, Inc.*		2,571		35,943
Bristol-Myers Squibb Co		2,400		110,424
British American Tobacco PLC (United Kingdom)		1,993		109,712
Capella Education Co.*		686		29,882
Centene Corp.*		394		19,503
Cepheid, Inc.*		600		20,856
Chemocentryx, Inc.*		1,457		19,684
Coca-Cola (The) Co		6,370		254,736
CONMED Corp		257		8,463
Convergys Corp		1,114		20,241
Costar Group, Inc.*		257		28,735
CSL Ltd. (Australia)		525		29,946
DANONE S.A. (France)		609		44,912
Diageo PLC (United Kingdom)		2,376		70,433
Fresh Del Monte Produce, Inc		514		13,760
Fresh Market, (The), Inc.*		428		21,203
FTI Consulting, Inc.*		428		16,260
GlaxoSmithKline PLC (United Kingdom)		5,297		137,908
Hain Celestial Group (The), Inc.*		343		22,851
Hanger, Inc.*		257		8,201
Harris Teeter Supermarkets, Inc		481		22,607
Imperial Tobacco Group PLC (United Kingdom)		928		33,431
Incyte Corp. Ltd.*		974		21,594
Integra Lifesciences Holdings Corp.*		257		9,738
JM Smucker (The) Co		739		74,609
Johnson & Johnson		3,790		319,042
Live Nation Entertainment, Inc.*		1,429		19,449
Magellan Health Services, Inc.*		193		10,519
MasterCard, Inc., Class A		172		98,083
Medivation, Inc.*		514		24,960
Medtronic, Inc		1,457		74,322
Merck & Co., Inc		3,796		177,273
Molina Healthcare, Inc.*		428		16,178
Mondelez International, Inc., Class A		3,760		110,770
Nestle SA (Switzerland)		3,388		224,803
Novartis AG (Switzerland)		2,345		169,208
Novo Nordisk A/S, Class B (Denmark)		410		66,084
Onyx Pharmaceuticals, Inc.*		353		33,694
Pfizer, Inc		10,165		276,793
Pharmacyclics, Inc.*		514		47,103
Pilgrim’s Pride Corp.*		3,685		44,073
Procter & Gamble (The) Co		3,748		287,697
Quad/Graphics, Inc		1,114		25,956


	Number of Shares		Value

Consumer, Non-cyclical (Continued)
Questcor Pharmaceuticals, Inc		600	$	20,502
Reckitt Benckiser Group PLC (United Kingdom)		683		49,003
Rent-A-Center, Inc		600		21,948
Roche Holding AG (Switzerland)		720		180,028
Rollins, Inc		1,246		31,474
SABMiller PLC (United Kingdom)		966		48,876
Salix Pharmaceuticals Ltd.*		514		31,184
Sanofi (France)		807		86,544
Santarus, Inc.*		2,571		57,256
Seaboard Corp		14		38,574
Seattle Genetics, Inc.*		1,050		36,036
Select Medical Holdings Corp		1,457		11,510
Sequenom, Inc.*		4,885		20,224
Spectrum Brands Holdings, Inc		428		25,804
Takeda Pharmaceutical Co. Ltd. (Japan)		722		32,343
Tesco PLC (United Kingdom)		8,153		45,271
Teva Pharmaceutical Industries Ltd. (Israel)		914		35,097
TreeHouse Foods, Inc.*		399		26,127
Unilever NV (Netherlands)		1,712		70,171
Unilever PLC (United Kingdom)		1,354		57,090
United Natural Foods, Inc.*		428		22,650
UnitedHealth Group, Inc		1,573		98,517
ViroPharma, Inc.*		686		18,865
Woolworths Ltd. (Australia)		1,249		39,447
Wright Medical Group, Inc.*		428		10,713

				5,106,458

Diversified — 0.1%
Hutchison Whampoa Ltd. (Hong Kong)		2,250		23,971

Energy — 8.3%
BG Group PLC (United Kingdom)		3,454		63,659
BP PLC (United Kingdom)		18,527		133,277
Cameron International Corp.*		1,574		95,809
Cheniere Energy, Inc.*		1,714		50,306
Chevron Corp		2,642		324,306
ConocoPhillips		1,742		106,854
Continental Resources, Inc.*		1,114		90,379
CVR Energy, Inc		686		43,088
Dril-Quip, Inc.*		320		28,944
Energy XXI Bermuda Ltd. (Bermuda)		686		17,514
ENI S.p.A (Italy)		2,507		57,023
Exxon Mobil Corp		6,426		581,360
Helix Energy Solutions Group, Inc.*		771		18,396
Hess Corp		2,314		155,987
Kodiak Oil & Gas Corp.*		2,057		18,060
McMoRan Exploration Co.*		1,124		18,692
Oasis Petroleum, Inc.*		771		28,650
Royal Dutch Shell PLC, Class A (United Kingdom)		3,733		124,953
Royal Dutch Shell PLC, Class B (United Kingdom)		2,693		93,313
Schlumberger Ltd. (Netherland Antilles)		1,854		135,398
Southwestern Energy Co.*		2,056		77,491
Statoil ASA (Norway)		1,073		24,445
Targa Resources Corp		343		22,096
Tesco Corp.*		1,628		20,773


	Number of Shares		Value

Energy (Continued)
Total SA (France)		2,254	$	113,040
Vantage Drilling Co.*		11,172		21,450
Williams (The) Cos., Inc		857		30,149
Woodside Petroleum Ltd. (Australia)		671		23,112

				2,518,524

Financial — 17.2%
AIA Group Ltd. (Hong Kong)		9,769		43,480
Alexander’s, Inc. REIT		86		26,178
Allianz SE (Germany)		442		68,795
American Campus Communities, Inc. REIT		616		25,151
American Express Co		1,562		118,259
American International Group, Inc.*		2,507		111,461
American Tower Corp., Class A REIT		514		40,010
AON PLC (United Kingdom)		2,142		136,382
Australia & New Zealand Banking Group Ltd. (Australia)		2,618		69,003
Banco Bilbao Vizcaya Argentaria SA (Spain)		5,831		54,924
Banco Santander SA (Spain)		16,937		121,956
Bank of America Corp		16,207		221,388
Barclays PLC (United Kingdom)		16,568		80,669
Berkshire Hathaway, Inc., Class B*		3,448		393,314
BioMed Realty Trust, Inc. REIT		1,200		25,116
BNP Paribas (France)		1,057		62,269
Boston Properties, Inc. REIT		1,003		106,900
CBL & Associates Properties, Inc. REIT		1,466		33,703
Citigroup, Inc		4,359		226,624
Citizens, Inc., Class A*		1,800		10,944
Coinstar, Inc.*		257		14,968
Commonwealth Bank of Australia (Australia)		1,466		93,807
Credit Acceptance Corp.*		183		20,836
Deutsche Bank AG (Germany)(a)		1,137		53,312
Equity Lifestyle Properties, Inc. REIT		307		23,691
Equity One, Inc. REIT		1,020		23,797
Equity Residential REIT		399		22,563
Extra Space Storage, Inc. REIT		857		35,900
Franklin Resources, Inc		284		43,966
Geo Group (The), Inc. REIT		691		24,061
Goldman Sachs Group (The), Inc		674		109,242
Hancock Holding Co		686		19,585
Hatteras Financial Corp. REIT		943		24,348
Highwoods Properties, Inc. REIT		644		23,454
Home Properties, Inc. REIT		346		21,026
HSBC Holdings PLC (United Kingdom)		19,724		217,543
ING Groep NV (Netherlands)*		4,122		38,746
Invesco Mortgage Capital, Inc. REIT		1,028		19,172
JPMorgan Chase & Co		5,479		299,099
Kilroy Realty Corp. REIT		600		31,746
LaSalle Hotel Properties REIT		734		19,378
Marsh & McLennan Cos., Inc		771		30,855
Meadowbrook Insurance Group, Inc		2,024		16,232
MFA Financial, Inc. REIT		2,783		24,435
Mid-America Apartment Communities, Inc. REIT		348		23,654
Mitsubishi UFJ Financial Group, Inc. (Japan)		12,318		72,960
Mizuho Financial Group, Inc. (Japan)		23,071		44,785
Monmouth Real Estate Investment Corp., Class A REIT		1,628		16,703


	Number of Shares		Value

Financial (Continued)
Muenchener Rueckversicherungs-Gesellschaft AG (Germany)		174	$	32,713
National Australia Bank Ltd. (Australia)		2,307		64,029
National Retail Properties, Inc. REIT		895		32,104
Ocwen Financial Corp.*		1,114		47,657
OMEGA Healthcare Investors, Inc. REIT		1,005		32,572
Post Properties, Inc. REIT		374		17,877
Primerica, Inc		428		15,074
ProAssurance Corp		523		26,255
ProLogis, Inc. REIT		2,999		120,859
Prudential PLC (United Kingdom)		2,527		42,888
PS Business Parks, Inc. REIT		257		19,612
Public Storage REIT		215		32,637
Republic Bancorp, Inc., Class A		857		20,405
Ryman Hospitality Properties REIT		484		18,518
Signature Bank*		380		29,328
Simon Property Group, Inc. REIT		390		64,912
Sovran Self Storage, Inc. REIT		257		16,672
Standard Chartered PLC (United Kingdom)		2,481		57,940
Starwood Property Trust, Inc. REIT		943		23,924
Sumitomo Mitsui Financial Group, Inc. (Japan)		1,319		53,243
SVB Financial Group*		380		29,408
T. Rowe Price Group, Inc		1,700		128,962
Tanger Factory Outlet Centers, Inc. REIT		784		27,032
Taylor Capital Group, Inc.*		1,114		18,504
Texas Capital Bancshares, Inc.*		343		15,147
Tompkins Financial Corp		514		21,352
Two Harbors Investment Corp. REIT		1,971		21,740
U.S. Bancorp		2,571		90,139
UBS AG (Switzerland)		4,326		76,952
Visa, Inc., Class A		1,103		196,488
Washington Real Estate Investment Trust REIT		693		19,279
Wells Fargo & Co		7,110		288,310
Westpac Banking Corp. (Australia)		2,869		78,090
Zurich Insurance Group AG (Switzerland)		146		38,811

				5,205,823

Industrial — 8.3%
ABB Ltd. (Switzerland)		2,140		47,377
Actuant Corp., Class A		524		17,816
Acuity Brands, Inc		295		22,146
Altra Holdings, Inc		1,200		34,572
AO Smith Corp		748		29,322
Apogee Enterprises, Inc		1,114		29,722
Boeing (The) Co		1,028		101,793
Bristow Group, Inc		343		21,558
Builders FirstSource, Inc.*		3,856		25,989
Caterpillar, Inc		971		83,312
Chart Industries, Inc.*		257		25,001
Clean Harbors, Inc.*		568		32,489
Colfax Corp.*		857		42,764
Cummins, Inc		274		32,779
Darling International, Inc.*		943		18,492
East Japan Railway Co. (Japan)		343		25,882
Eaton Corp. PLC (Ireland)		2,308		152,465
EMCOR Group, Inc		600		23,850
Emerson Electric Co		1,064		61,137


	Number of Shares		Value

Industrial (Continued)
EnerSys*		362	$	18,038
Fabrinet (Cayman Islands)*		1,714		24,904
FANUC Corp. (Japan)		210		31,859
FedEx Corp		399		38,440
FEI Co		343		24,699
General Dynamics Corp		544		41,942
General Electric Co		14,969		349,076
Genesee & Wyoming, Inc., Class A*		460		40,963
Golar LNG Ltd. (Bermuda)		524		17,816
Graphic Packaging Holding Co.*		3,342		25,700
Hexcel Corp.*		857		29,798
Hitachi Ltd. (Japan)		4,648		32,389
Ingersoll-Rand PLC (Ireland)		2,043		117,533
Komatsu Ltd. (Japan)		866		22,509
Koninklijke Philips Electronics NV (Netherlands)		983		27,974
Middleby Corp.*		171		27,957
Mitsubishi Electric Corp. (Japan)		2,000		19,452
Mueller Industries, Inc		343		18,676
Powell Industries, Inc.*		514		24,302
Rolls-Royce Holdings PLC (United Kingdom)*		2,009		36,783
Schneider Electric SA (France)		554		44,169
Siemens AG (Germany)		864		91,647
Smith & Wesson Holding Corp.*		1,971		17,956
Stanley Black & Decker, Inc		1,139		90,232
Tetra Tech, Inc.*		600		16,542
Tredegar Corp		1,285		32,074
Triumph Group, Inc		374		29,041
Union Pacific Corp		686		106,069
United Parcel Service, Inc., Class B		1,300		111,670
United Technologies Corp		1,285		121,946
Vinci SA (France)		404		20,844
Woodward, Inc		686		26,857

				2,508,323

Technology — 8.6%
Accelrys, Inc.*		2,228		18,582
Activision Blizzard, Inc		7,272		104,935
Apple, Inc		1,265		568,845
Applied Materials, Inc		9,255		140,675
ASML Holding NV (Netherlands)		324		27,061
Aspen Technology, Inc.*		857		26,241
Athenahealth, Inc.*		343		29,001
CACI International, Inc., Class A*		192		12,315
Canon, Inc. (Japan)		1,317		46,280
Cirrus Logic, Inc.*		686		12,520
Citrix Systems, Inc.*		1,285		82,690
CommVault Systems, Inc.*		428		29,960
Concur Technologies, Inc.*		511		41,253
Cray, Inc.*		1,543		28,098
Dell, Inc		2,657		35,471
EMC Corp.*		2,828		70,021
EPIQ Systems, Inc		1,350		16,376
Fidelity National Information Services, Inc		1,971		88,498
Hewlett-Packard Co		3,149		76,899
International Business Machines Corp		1,748		363,619
Jack Henry & Associates, Inc		691		32,429


	Number of Shares		Value

Technology (Continued)
Mentor Graphics Corp		1,114	$	21,155
Microsemi Corp.*		750		16,448
Microsoft Corp		11,539		402,479
MKS Instruments, Inc		514		14,469
Netsuite, Inc.*		614		53,786
Progress Software Corp.*		600		14,106
PTC, Inc.*		987		24,784
QLIK Technologies, Inc.*		1,017		31,283
SAP AG (Germany)*		936		70,597
Solarwinds, Inc.*		771		32,498
SYNNEX Corp.*		343		13,909
Syntel, Inc		343		21,921
Ultimate Software Group, Inc.*		257		28,604
Veeco Instruments, Inc.*		343		14,540

				2,612,348

Utilities — 1.4%
Centrica PLC (United Kingdom)		5,336		30,809
Cleco Corp		514		23,392
Dominion Resources, Inc		771		43,600
E.ON SE (Germany)		1,554		26,379
Edison International		2,228		102,354
GDF Suez (France)		1,303		26,674
National Grid PLC (United Kingdom)		3,703		44,139
New Jersey Resources Corp		343		15,565
Piedmont Natural Gas Co., Inc		532		17,976
SJW Corp		771		20,856
WGL Holdings, Inc		428		18,370
Wisconsin Energy Corp		1,543		62,969

				433,083

TOTAL COMMON STOCKS (Cost $20,624,193)				24,524,046

PREFERRED STOCKS — 0.1%
Consumer, Cyclical — 0.1%
Volkswagen AG (Germany)		129		28,327

Industrial — 0.0% (b)
Rolls-Royce Holdings PLC, Class C (United Kingdom)*		237,071		363

TOTAL PREFERRED STOCKS (Cost $27,963)				28,690


	Principal Amount		Value

CORPORATE BONDS — 16.9%
Basic Materials — 0.6%
Barrick North America Finance LLC 5.70%, 5/30/41	$	64,000	$	60,592
BHP Billiton Finance USA Ltd. (Australia) 4.125%, 2/24/42		34,000		33,581
Ecolab, Inc. 5.50%, 12/08/41		30,000		34,427
International Paper Co. 6.00%, 11/15/41		30,000		34,795


	Principal Amount		Value

Basic Materials (Continued)
Rio Tinto Finance USA Ltd. (Australia) 5.20%, 11/02/40	$	30,000	$	32,448

				195,843

Communications — 2.4%
America Movil S.A.B de CV (Mexico) 6.125%, 3/30/40		75,000		85,788
AT&T, Inc. 5.55%, 8/15/41		201,000		222,847
Cisco Systems, Inc. 5.90%, 2/15/39		137,000		168,940
Corning, Inc. 4.75%, 3/15/42		34,000		35,033
Discovery Communications LLC 4.95%, 5/15/42		68,000		68,637
Verizon Communications, Inc. 6.00%, 4/01/41		25,000		29,155
Viacom, Inc. 4.50%, 2/27/42		73,000		67,682
Walt Disney (The) Co., Series E 4.125%, 12/01/41		34,000		33,864

				711,946

Consumer, Cyclical — 0.8%
Home Depot, Inc. 5.95%, 4/01/41		25,000		31,233
Lowe’s Cos., Inc. 5.125%, 11/15/41		94,000		102,870
McDonald’s Corp., MTN 3.70%, 2/15/42		107,000		98,980

				233,083

Consumer, Non-cyclical — 3.5%
Amgen, Inc. 5.65%, 6/15/42		158,000		178,239
Archer-Daniels-Midland Co. 5.765%, 3/01/41		55,000		65,967
Diageo Investment Corp. 4.25%, 5/11/42		34,000		33,614
Express Scripts Holding Co. 6.125%, 11/15/41		30,000		37,389
General Mills, Inc. 5.40%, 6/15/40		30,000		35,142
Gilead Sciences, Inc. 5.65%, 12/01/41		60,000		70,824
Johnson & Johnson 5.95%, 8/15/37		101,000		131,363
Kimberly-Clark Corp. 5.30%, 3/01/41		30,000		36,105
Medtronic, Inc. 4.50%, 3/15/42		30,000		31,030
PepsiCo, Inc. 4.00%, 3/05/42		34,000		32,438
Philip Morris International, Inc. 4.50%, 3/20/42		68,000		66,821
Procter & Gamble (The) Co. 5.55%, 3/05/37		186,000		229,631


	Principal Amount		Value

Consumer, Non-cyclical (Continued)
UnitedHealth Group, Inc. 4.625%, 11/15/41	$	47,000	$	47,710
WellPoint, Inc. 4.625%, 5/15/42		51,000		50,805

				1,047,078

Energy — 1.9%
Apache Corp. 4.75%, 4/15/43		30,000		30,051
Baker Hughes, Inc. 5.125%, 9/15/40		30,000		34,060
Devon Energy Corp. 4.75%, 5/15/42		68,000		66,439
Enterprise Products Operating LLC 4.85%, 8/15/42		103,000		103,009
Halliburton Co. 4.50%, 11/15/41		34,000		36,080
Plains All American Pipeline LP/PAA Finance Corp. 5.15%, 6/01/42		30,000		31,771
Shell International Finance BV (Netherlands) 6.375%, 12/15/38		151,000		202,160
Transcanada Pipelines Ltd. (Canada) 6.10%, 6/01/40		55,000		68,481

				572,051

Financial — 1.8%
Berkshire Hathaway Finance Corp. 4.40%, 5/15/42		34,000		33,082
Cooperatieve Centrale Raiffeisen-Boerenleenbank BA, MTN (Netherlands) 5.25%, 5/24/41		30,000		33,411
General Electric Capital Corp. 2.10%, 1/07/14		222,000		224,373
HSBC Holdings PLC (United Kingdom) 6.10%, 1/14/42		30,000		37,346
JPMorgan Chase & Co. 5.60%, 7/15/41		98,000		113,554
MetLife, Inc. 5.875%, 2/06/41		35,000		42,136
Simon Property Group LP 4.75%, 3/15/42		34,000		35,523
Travelers (The) Cos., Inc. 5.35%, 11/01/40		30,000		35,316

				554,741

Industrial — 1.7%
Caterpillar, Inc. 5.20%, 5/27/41		85,000		96,487
Deere & Co. 3.90%, 6/09/42		34,000		32,304
Dover Corp. 5.375%, 3/01/41		30,000		35,636
Illinois Tool Works, Inc. 4.875%, 9/15/41		30,000		32,630
Koninklijke Philips Electronics NV (Netherlands) 5.00%, 3/15/42		34,000		36,331


	Principal Amount		Value

Industrial (Continued)
Norfolk Southern Corp. 4.837%, 10/01/41	$	98,000	$	103,106
7.90%, 5/15/97		23,000		34,211
Sonoco Products Co. 5.75%, 11/01/40		30,000		33,485
Stanley Black & Decker, Inc. 5.20%, 9/01/40		64,000		69,935
Union Pacific Corp. 4.75%, 9/15/41		30,000		31,827

				505,952

Technology — 0.6%
Applied Materials, Inc. 5.85%, 6/15/41		30,000		34,223
Intel Corp. 4.80%, 10/01/41		30,000		30,948
Microsoft Corp. 4.50%, 10/01/40		30,000		31,710
Oracle Corp. 5.375%, 7/15/40		84,000		97,788

				194,669

Utilities — 3.6%
AGL Capital Corp. 5.875%, 3/15/41		25,000		29,928
Alabama Power Co., Series 11-C 5.20%, 6/01/41		47,000		53,771
Arizona Public Service Co. 5.05%, 9/01/41		51,000		56,867
Duke Energy Indiana, Inc. 6.45%, 4/01/39		77,000		100,224
Florida Power & Light Co. 5.95%, 2/01/38		103,000		130,527
4.125%, 2/01/42		94,000		94,090
Georgia Power Co. 4.30%, 3/15/42		94,000		92,635
Nevada Power Co. 5.45%, 5/15/41		47,000		55,577
Puget Sound Energy, Inc. 4.434%, 11/15/41		81,000		84,555
Southern California Edison Co. 6.05%, 3/15/39		165,000		210,958
Southern California Gas Co. 5.125%, 11/15/40		78,000		91,827
Southern Power Co. 5.15%, 9/15/41		90,000		97,795

				1,098,754

TOTAL CORPORATE BONDS (Cost $5,647,832)				5,114,117


	Principal Amount		Value

UNITED STATES GOVERNMENT & AGENCIES OBLIGATIONS — 1.4%
United States Treasury Bonds/Notes — 1.4%
4.50%, 2/15/36	$	85,100	$	104,912
4.50%, 8/15/39		53,400		66,091
4.375%, 11/15/39		27,700		33,599
4.625%, 2/15/40		71,900		90,650
4.375%, 5/15/41		111,400		135,265

				430,517

TOTAL UNITED STATES GOVERNMENT & AGENCIES OBLIGATIONS (Cost $431,808)				430,517


TOTAL INVESTMENTS — 99.4% (Cost $26,731,796)			$	30,097,370
Other assets less liabilities — 0.6%				166,740

NET ASSETS — 100.0%			$	30,264,110

MTN – Medium Term Note.

REIT – Real Estate Investment Trust.

* Non-income producing security.

(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 — 94.4%
Basic Materials — 4.2%
Air Liquide SA (France)		398	$	51,394
Anglo American PLC (United Kingdom)		1,716		39,801
BASF SE (Germany)		1,098		107,362
BHP Billiton Ltd. (Australia)		3,951		131,891
BHP Billiton PLC (United Kingdom)		2,462		71,655
Coeur Mining, Inc.*		1,271		18,035
Dow Chemical (The) Co		2,102		72,435
E.I. du Pont de Nemours & Co		1,516		84,578
Freeport-McMoRan Copper & Gold, Inc		1,590		49,370
Gold Resource Corp		600		5,760
HB Fuller Co		514		21,367
International Paper Co		3,084		142,327
Linde AG (Germany)		211		40,602
Monsanto Co		771		77,593
NewMarket Corp		136		37,297
Rio Tinto Ltd. (Australia)		468		24,715
Rio Tinto PLC (United Kingdom)		1,681		72,971
Sensient Technologies Corp		514		21,213
Sherwin-Williams (The) Co		857		161,570
Syngenta AG (Switzerland)		105		41,286

				1,273,222

Communications — 9.1%
Amazon.com, Inc.*		741		199,351
Anixter International, Inc.*		308		23,633
Arris Group, Inc.*		1,114		16,855
AT&T, Inc		9,706		339,613
Bankrate, Inc.*		1,200		17,172
Brightcove, Inc.*		1,542		11,534
BT Group PLC (United Kingdom)		8,880		40,760
CenturyLink, Inc		943		32,203
Cisco Systems, Inc		9,232		222,307
Comcast Corp., Class A		4,222		169,513
Consolidated Communications Holdings, Inc		1,457		24,798
Corning, Inc		2,786		42,821
Deutsche Telekom AG (Germany)		2,855		32,796
Finisar Corp.*		1,114		14,593
France Telecom SA (France)		2,004		20,429
Google, Inc., Class A*		529		460,447
Leap Wireless International, Inc.*		3,770		21,300
Meredith Corp		428		17,539
Netgear, Inc.*		428		14,244
News Corp., Class A		2,424		77,835
SoftBank Corp. (Japan)		914		47,040
Telefonaktiebolaget LM Ericsson, Class B (Sweden)		3,737		44,122
Telefonica SA (Spain)*		5,301		73,034
Thomson Reuters Corp. (Canada)		1,333		44,522
Time Warner, Inc		1,429		83,411
Verizon Communications, Inc		4,670		226,402
ViaSat, Inc.*		428		29,986
Vodafone Group PLC (United Kingdom)		58,384		170,277
Vonage Holdings Corp.*		12,594		34,508
Walt Disney (The) Co		2,837		178,957

				2,732,002


	Number of Shares		Value

Consumer, Cyclical — 10.2%
Arctic Cat, Inc		600	$	28,134
Ascena Retail Group, Inc.*		1,585		32,223
Bayerische Motoren Werke AG (Germany)		434		41,568
Carter’s, Inc		600		43,242
Cash America International, Inc		333		15,887
Cie Financiere Richemont SA (Switzerland)		691		62,036
Cinemark Holdings, Inc		1,012		29,692
Columbia Sportswear Co		334		20,113
Compass Group PLC (United Kingdom)		2,250		29,623
CVS Caremark Corp		2,167		124,776
Daimler AG (Germany)		1,082		69,487
Dana Holding Corp		1,599		30,253
DR Horton, Inc		2,142		52,179
DTS, Inc.*		1,285		25,392
Ford Motor Co		6,969		109,274
GNC Holdings, Inc., Class A		943		42,463
Hennes & Mauritz AB, Class B (Sweden)		1,251		43,064
Honda Motor Co. Ltd. (Japan)		2,098		79,989
Inditex SA (Spain)		258		32,132
JetBlue Airways Corp.*		2,656		16,494
Kohl’s Corp		1,628		83,695
Krispy Kreme Doughnuts, Inc.*		3,427		59,356
Las Vegas Sands Corp		1,542		89,282
Lennar Corp., Class A		1,285		50,526
Life Time Fitness, Inc.*		428		21,332
Lions Gate Entertainment Corp. (Canada)*		1,542		44,410
Lowe’s Cos., Inc		2,228		93,821
LVMH Moet Hennessy Louis Vuitton SA (France)		317		56,303
Maidenform Brands, Inc.*		1,114		20,264
MDC Holdings, Inc		514		19,075
Men’s Wearhouse (The), Inc		445		16,109
Mitsubishi Corp. (Japan)		1,493		26,544
Mitsui & Co. Ltd. (Japan)		2,014		25,883
Nike, Inc., Class B		1,600		98,656
Nissan Motor Co. Ltd. (Japan)		3,170		35,185
Nu Skin Enterprises, Inc., Class A		667		39,220
Penske Automotive Group, Inc		1,066		34,229
Red Robin Gourmet Burgers, Inc.*		720		37,807
Ross Stores, Inc		1,714		110,210
Ruby Tuesday, Inc.*		3,256		30,118
Saks, Inc.*		1,999		29,645
SIX Flags Entertainment Corp		514		38,329
Southwest Airlines Co		5,655		80,131
Systemax, Inc		1,799		17,360
Target Corp		1,114		77,423
Tenneco, Inc.*		685		30,387
Toyota Motor Corp. (Japan)		3,330		199,227
VF Corp		857		157,568
Wabash National Corp.*		3,684		38,682
Wal-Mart Stores, Inc		5,378		402,490
Watsco, Inc		342		29,839
World Fuel Services Corp		728		29,651

				3,050,778

Consumer, Non-cyclical — 19.6%
Abbott Laboratories		5,180		189,951
Acacia Research - Acacia Technologies		343		8,575


	Number of Shares		Value

Consumer, Non-cyclical (Continued)
Accuray, Inc.*		3,598	$	19,321
Aetna, Inc		2,913		175,887
Align Technology, Inc.*		943		33,712
Amsurg Corp.*		343		12,187
Anheuser-Busch InBev NV (Belgium)		894		82,651
Ariad Pharmaceuticals, Inc.*		1,714		31,435
AstraZeneca PLC (United Kingdom)		1,437		73,973
Avanir Pharmaceuticals, Inc., Class A*		7,026		23,326
Bayer AG (Germany)		918		98,902
Becton Dickinson and Co		1,542		152,072
BioScrip, Inc.*		3,170		44,317
Bristol-Myers Squibb Co		2,742		126,159
British American Tobacco PLC (United Kingdom)		2,291		126,116
Capella Education Co.*		771		33,585
Centene Corp.*		312		15,444
Cepheid, Inc.*		685		23,811
Chemocentryx, Inc.*		1,542		20,832
Coca-Cola (The) Co		7,202		288,008
CONMED Corp		343		11,295
Convergys Corp		1,200		21,804
Costar Group, Inc.*		257		28,735
CSL Ltd. (Australia)		625		35,650
DANONE SA (France)		706		52,066
Diageo PLC (United Kingdom)		2,807		83,210
Fresh Del Monte Produce, Inc		514		13,760
Fresh Market (The), Inc.*		514		25,464
FTI Consulting, Inc.*		514		19,527
GlaxoSmithKline PLC (United Kingdom)		6,319		164,516
Hain Celestial Group (The), Inc.*		428		28,513
Hanger, Inc.*		428		13,657
Harris Teeter Supermarkets, Inc		491		23,077
Imperial Tobacco Group PLC (United Kingdom)		1,077		38,799
Incyte Corp. Ltd.*		1,114		24,697
Integra Lifesciences Holdings Corp.*		250		9,472
JM Smucker (The) Co		843		85,109
Johnson & Johnson		4,330		364,499
Live Nation Entertainment, Inc.*		2,465		33,549
Magellan Health Services, Inc.*		239		13,026
MasterCard, Inc., Class A		216		123,174
Medivation, Inc.*		685		33,264
Medtronic, Inc		1,628		83,044
Merck & Co., Inc		4,338		202,585
Molina Healthcare, Inc.*		500		18,900
Mondelez International, Inc., Class A		4,314		127,090
Nestle SA (Switzerland)		3,859		256,056
Novartis AG (Switzerland)		2,706		195,256
Novo Nordisk A/S, Class B (Denmark)		445		71,725
Onyx Pharmaceuticals, Inc.*		428		40,853
Pfizer, Inc		11,630		316,685
Pharmacyclics, Inc.*		600		54,984
Pilgrim’s Pride Corp.*		4,455		53,282
Procter & Gamble (The) Co.		4,319		331,526
Quad/Graphics, Inc		1,371		31,944
Questcor Pharmaceuticals, Inc		685		23,406
Reckitt Benckiser Group PLC (United Kingdom)		791		56,752
Rent-A-Center, Inc		685		25,057


	Number of Shares		Value

Consumer, Non-cyclical (Continued)
Roche Holding AG (Switzerland)		843	$	210,783
Rollins, Inc		1,458		36,829
SABMiller PLC (United Kingdom)		1,105		55,909
Salix Pharmaceuticals Ltd.*		667		40,467
Sanofi (France)		957		102,631
Santarus, Inc.*		3,170		70,596
Seaboard Corp		11		30,308
Seattle Genetics, Inc.*		1,200		41,184
Select Medical Holdings Corp		1,199		9,472
Sequenom, Inc.*		5,997		24,828
Spectrum Brands Holdings, Inc		514		30,989
Takeda Pharmaceutical Co. Ltd. (Japan)		841		37,674
Tesco PLC (United Kingdom)		9,327		51,790
Teva Pharmaceutical Industries Ltd. (Israel)		1,015		38,975
TreeHouse Foods, Inc.*		399		26,127
Unilever NV (Netherlands)		1,943		79,639
Unilever PLC (United Kingdom)		1,518		64,004
United Natural Foods, Inc.*		514		27,201
UnitedHealth Group, Inc		1,906		119,373
ViroPharma, Inc.*		857		23,568
Woolworths Ltd. (Australia)		1,465		46,268
Wright Medical Group, Inc.*		500		12,515

				5,897,402

Diversified — 0.1%
Hutchison Whampoa Ltd. (Hong Kong)		2,570		27,380

Energy — 9.7%
BG Group PLC (United Kingdom)		3,927		72,376
BP PLC (United Kingdom)		21,344		153,541
Cameron International Corp.*		1,889		114,983
Cheniere Energy, Inc.*		2,056		60,344
Chevron Corp		3,114		382,244
ConocoPhillips		2,012		123,416
Continental Resources, Inc.*		1,271		103,116
CVR Energy, Inc		771		48,427
Dril-Quip, Inc.*		435		39,346
Energy XXI Bermuda Ltd. (Bermuda)		771		19,684
ENI S.p.A (Italy)		2,974		67,645
Exxon Mobil Corp		7,397		669,206
Helix Energy Solutions Group, Inc.*		1,028		24,528
Hess Corp		2,656		179,041
Kodiak Oil & Gas Corp.*		2,228		19,562
McMoRan Exploration Co.*		1,285		21,370
Oasis Petroleum, Inc.*		857		31,846
Royal Dutch Shell PLC, Class A (United Kingdom)		4,301		143,966
Royal Dutch Shell PLC, Class B (United Kingdom)		3,067		106,272
Schlumberger Ltd. (Netherland Antilles)		2,103		153,582
Southwestern Energy Co.*		2,402		90,531
Statoil ASA (Norway)		1,208		27,521
Targa Resources Corp		428		27,572
Tesco Corp.*		1,971		25,150
Total SA (France)		2,556		128,185
Vantage Drilling Co.*		13,022		25,002
Williams (The) Cos., Inc		1,028		36,165
Woodside Petroleum Ltd. (Australia)		774		26,660

				2,921,281


	Number of Shares		Value

Financial—20.0%
AIA Group Ltd. (Hong Kong)		11,481	$	51,100
Alexander’s, Inc. REIT		43		13,089
Allianz SE (Germany)		513		79,846
American Campus Communities, Inc. REIT		665		27,152
American Express Co		1,932		146,272
American International Group, Inc.*		2,947		131,024
American Tower Corp. REIT		600		46,704
AON PLC (United Kingdom)		2,485		158,220
Australia & New Zealand Banking Group Ltd. (Australia)		3,039		80,099
Banco Bilbao Vizcaya Argentaria SA (Spain)		6,431		60,575
Banco Santander SA (Spain)		19,378		139,533
Bank of America Corp		18,721		255,729
Barclays PLC (United Kingdom)		17,288		84,174
Berkshire Hathaway, Inc., Class B*		3,972		453,086
BioMed Realty Trust, Inc. REIT		1,533		32,086
BNP Paribas SA (France)		1,228		72,343
Boston Properties, Inc. REIT		1,114		118,730
CBL & Associates Properties, Inc. REIT		1,666		38,301
Citigroup, Inc		5,018		260,886
Citizens, Inc.*		2,228		13,546
Coinstar, Inc.*		343		19,976
Commonwealth Bank of Australia (Australia)		1,809		115,755
Credit Acceptance Corp.*		228		25,960
Deutsche Bank AG (Germany) (a)		1,324		62,080
Equity Lifestyle Properties, Inc. REIT		420		32,411
Equity One, Inc. REIT		1,100		25,663
Equity Residential REIT		466		26,352
Extra Space Storage, Inc. REIT		943		39,502
Franklin Resources, Inc		324		50,158
Geo Group (The), Inc. REIT		789		27,473
Goldman Sachs Group (The), Inc		782		126,746
Hancock Holding Co.		857		24,467
Hatteras Financial Corp. REIT		1,028		26,543
Highwoods Properties, Inc. REIT		699		25,458
Home Properties, Inc. REIT		479		29,109
HSBC Holdings PLC (United Kingdom)		22,685		250,202
ING Groep NV (Netherlands)*		4,718		44,348
Invesco Mortgage Capital, Inc. REIT		1,200		22,380
JPMorgan Chase & Co		6,289		343,316
Kilroy Realty Corp. REIT		700		37,037
LaSalle Hotel Properties REIT		800		21,120
Marsh & McLennan Cos., Inc		857		34,297
Meadowbrook Insurance Group, Inc		2,313		18,550
MFA Financial, Inc. REIT		3,532		31,011
Mid-America Apartment Communities, Inc. REIT		377		25,625
Mitsubishi UFJ Financial Group, Inc. (Japan)		14,363		85,073
Mizuho Financial Group, Inc. (Japan)		26,671		51,773
Monmouth Real Estate Investment Corp., Class A REIT		1,971		20,223
Muenchener Rueckversicherungs-Gesellschaft AG (Germany)		202		37,978
National Australia Bank Ltd. (Australia)		2,457		68,192
National Retail Properties, Inc. REIT		985		35,332
Ocwen Financial Corp.*		1,285		54,972
OMEGA Healthcare Investors, Inc. REIT		1,091		35,359


	Number of Shares		Value

Financial (Continued)
Post Properties, Inc. REIT		485	$	23,183
Primerica, Inc		685		24,126
ProAssurance Corp		528		26,506
ProLogis, Inc. REIT		3,427		138,109
Prudential PLC (United Kingdom)		2,934		49,795
PS Business Parks, Inc. REIT		257		19,612
Public Storage REIT		267		40,531
Republic Bancorp, Inc., Class A		1,028		24,477
Ryman Hospitality Properties REIT		581		22,229
Signature Bank*		533		41,137
Simon Property Group, Inc. REIT		457		76,063
Sovran Self Storage, Inc. REIT		257		16,672
Standard Chartered PLC (United Kingdom)		2,816		65,763
Starwood Property Trust, Inc. REIT		1,114		28,262
Sumitomo Mitsui Financial Group, Inc. (Japan)		1,501		60,590
SVB Financial Group*		462		35,754
T. Rowe Price Group, Inc		1,923		145,879
Tanger Factory Outlet Centers, Inc. REIT		853		29,411
Taylor Capital Group, Inc.*		1,371		22,772
Texas Capital Bancshares, Inc.*		343		15,147
Tompkins Financial Corp		600		24,924
Two Harbors Investment Corp. REIT		2,056		22,678
U.S. Bancorp		2,913		102,130
UBS AG (Switzerland)*		5,076		90,293
Visa, Inc., Class A		1,264		225,169
Washington Real Estate Investment Trust REIT		750		20,865
Wells Fargo & Co		8,340		338,188
Westpac Banking Corp. (Australia)		3,420		93,087
Zurich Insurance Group AG (Switzerland)*		174		46,254

				6,006,542

Industrial — 9.7%
ABB Ltd. (Switzerland)*		2,510		55,568
Actuant Corp., Class A		685		23,290
Acuity Brands, Inc		466		34,983
Altra Holdings, Inc		1,542		44,425
AO Smith Corp		856		33,555
Apogee Enterprises, Inc		1,371		36,578
Boeing (The) Co		1,200		118,824
Bristow Group, Inc		343		21,558
Builders FirstSource, Inc.*		4,712		31,759
Caterpillar, Inc		1,099		94,294
Chart Industries, Inc.*		343		33,367
Clean Harbors, Inc.*		579		33,119
Colfax Corp.*		1,028		51,297
Cummins, Inc		343		41,033
Darling International, Inc.*		1,114		21,846
East Japan Railway Co. (Japan)		428		32,295
Eaton Corp. PLC (Ireland)		2,740		181,004
EMCOR Group, Inc		685		27,229
Emerson Electric Co		1,180		67,803
EnerSys		533		26,559
Fabrinet (Cayman Islands)*		2,056		29,874
FANUC Corp. (Japan)		241		36,562
FedEx Corp		452		43,546
FEI Co		428		30,820
General Dynamics Corp		561		43,253


	Number of Shares		Value

Industrial (Continued)
General Electric Co		17,320	$	403,902
Genesee & Wyoming, Inc., Class A*		514		45,772
Golar LNG Ltd. (Bermuda)		600		20,400
Graphic Packaging Holding Co.*		3,598		27,669
Hexcel Corp.*		1,028		35,744
Hitachi Ltd. (Japan)		5,997		41,789
Ingersoll-Rand PLC (Ireland)		2,342		134,735
Komatsu Ltd. (Japan)		1,232		32,022
Koninklijke Philips Electronics NV (Netherlands)		1,058		30,109
Middleby Corp.*		171		27,957
Mitsubishi Electric Corp. (Japan)		2,559		24,888
Mueller Industries, Inc		343		18,676
Powell Industries, Inc.*		600		28,368
Rolls-Royce Holdings PLC (United Kingdom)*		2,299		42,092
Schneider Electric SA (France)		628		50,068
Siemens AG (Germany)		1,007		106,815
Smith & Wesson Holding Corp.*		2,399		21,855
Stanley Black & Decker, Inc		1,257		99,580
Tetra Tech, Inc.*		685		18,885
Tredegar Corp		1,542		38,488
Triumph Group, Inc		428		33,234
Union Pacific Corp		771		119,212
United Parcel Service, Inc., Class B		1,506		129,365
United Technologies Corp		1,442		136,846
Vinci SA (France)		596		30,749
Woodward, Inc		857		33,552

				2,927,213

Technology — 10.1%
Accelrys, Inc.*		2,742		22,868
Activision Blizzard, Inc		8,482		122,395
Apple, Inc		1,466		659,230
Applied Materials, Inc		10,538		160,177
ASML Holding NV (Netherlands)		387		32,323
Aspen Technology, Inc.*		857		26,241
Athenahealth, Inc.*		428		36,187
CACI International, Inc., Class A*		222		14,239
Canon, Inc. (Japan)		1,542		54,186
Cirrus Logic, Inc.*		771		14,071
Citrix Systems, Inc.*		1,432		92,149
Commvault Systems, Inc.*		514		35,980
Concur Technologies, Inc.*		572		46,178
Cray, Inc.*		1,885		34,326
Dell, Inc		2,913		38,889
EMC Corp.*		3,284		81,312
EPIQ Systems, Inc		1,542		18,704
Fidelity National Information Services, Inc		2,378		106,772
Hewlett-Packard Co		3,598		87,863
International Business Machines Corp		1,982		412,296
Jack Henry & Associates, Inc		901		42,284
Mentor Graphics Corp		1,285		24,402
Microsemi Corp.*		857		18,794
Microsoft Corp		13,549		472,590
MKS Instruments, Inc		600		16,890
Netsuite, Inc.*		685		60,006
Progress Software Corp.*		685		16,104


	Number of Shares		Value

Technology (Continued)
PTC, Inc.*		1,305	$	32,769
QLIK Technologies, Inc.*		1,114		34,267
SAP AG (Germany)*		1,062		80,101
Solarwinds, Inc.*		857		36,123
SYNNEX Corp.*		343		13,909
Syntel, Inc.		428		27,353
Ultimate Software Group, Inc.*		257		28,604
Veeco Instruments, Inc.*		428		18,143

				3,018,725

Utilities —1.7%
Centrica PLC (United Kingdom)		6,105		35,249
Cleco Corp		600		27,306
Dominion Resources, Inc		943		53,327
E.ON SE (Germany)		1,848		31,369
Edison International		2,570		118,066
GDF Suez (France)		1,510		30,911
National Grid PLC (United Kingdom)		4,442		52,948
New Jersey Resources Corp		428		19,423
Piedmont Natural Gas Co., Inc		867		29,296
SJW Corp		943		25,508
WGL Holdings, Inc		600		25,752
Wisconsin Energy Corp		1,714		69,948

				519,103

TOTAL COMMON STOCKS (Cost $23,908,809)				28,373,648

PREFERRED STOCKS — 0.1%
Consumer, Cyclical — 0.1%
Volkswagen AG (Germany)		150		32,939

Industrial — 0.0% (b)
Rolls-Royce Holdings PLC, Class C (United Kingdom)*		273,581		415

TOTAL PREFERRED STOCKS (Cost $32,508)				33,354


	Principal Amount		Value

CORPORATE BONDS — 2.6%
Basic Materials — 0.1%
Barrick North America Finance LLC 5.70%, 5/30/41	$	13,000	$	12,308
BHP Billiton Finance USA Ltd. (Australia) 4.125%, 2/24/42		5,000		4,938
International Paper Co. 6.00%, 11/15/41		5,000		5,799
Rio Tinto Finance USA Ltd. (Australia) 5.20%, 11/02/40		3,000		3,245

				26,290

Communications — 0.4%
America Movil S.A.B de CV (Mexico) 6.125%, 3/30/40		13,000		14,870
AT&T, Inc. 5.55%, 8/15/41		30,000		33,261


	Principal Amount		Value

Communications (Continued)
Cisco Systems, Inc. 5.90%, 2/15/39	$	17,000	$	20,963
Corning, Inc. 4.75%, 3/15/42		5,000		5,152
Discovery Communications LLC 4.95%, 5/15/42		13,000		13,122
Verizon Communications, Inc. 6.00%, 4/01/41		6,000		6,997
Viacom, Inc. 4.50%, 2/27/42		13,000		12,053
Walt Disney (The) Co., Series E 4.125%, 12/01/41		5,000		4,980

				111,398

Consumer, Cyclical — 0.1%
Home Depot, Inc. 5.95%, 4/01/41		8,000		9,994
Lowe’s Cos., Inc. 5.125%, 11/15/41		13,000		14,227
McDonald’s Corp., MTN 3.70%, 2/15/42		17,000		15,726

				39,947

Consumer, Non-cyclical — 0.5%
Amgen, Inc. 5.65%, 6/15/42		25,000		28,201
Archer-Daniels-Midland Co. 5.765%, 3/01/41		8,000		9,595
Diageo Investment Corp. 4.25%, 5/11/42		4,000		3,955
General Mills, Inc. 5.40%, 6/15/40		5,000		5,857
Gilead Sciences, Inc. 5.65%, 12/01/41		8,000		9,443
Johnson & Johnson 5.95%, 8/15/37		13,000		16,908
Kimberly-Clark Corp. 5.30%, 3/01/41		5,000		6,017
Medtronic, Inc. 4.50%, 3/15/42		5,000		5,172
PepsiCo, Inc. 4.00%, 3/05/42		5,000		4,770
Philip Morris International, Inc. 4.50%, 3/20/42		13,000		12,775
Procter & Gamble (The) Co. 5.55%, 3/05/37		26,000		32,100
UnitedHealth Group, Inc. 4.625%, 11/15/41		8,000		8,121
WellPoint, Inc. 4.625%, 5/15/42		8,000		7,969

				150,883

Energy — 0.3%
Apache Corp. 4.75%, 4/15/43		5,000		5,008
Baker Hughes, Inc. 5.125%, 9/15/40		5,000		5,677


	Principal Amount		Value

Energy (Continued)
Devon Energy Corp. 4.75%, 5/15/42	$	13,000	$	12,702
Enterprise Products Operating LLC 4.85%, 8/15/42		17,000		17,001
Halliburton Co. 4.50%, 11/15/41		5,000		5,306
Plains All American Pipeline LP / PAA Finance Corp. 5.15%, 6/01/42		5,000		5,295
Shell International Finance BV (Netherlands) 6.375%, 12/15/38		21,000		28,115
Transcanada Pipelines Ltd. (Canada) 6.10%, 6/01/40		8,000		9,961

				89,065

Financial — 0.3%
General Electric Capital Corp. 2.10%, 1/07/14		34,000		34,364
JPMorgan Chase & Co. 5.50%, 10/15/40		24,000		27,386
MetLife, Inc. 5.875%, 2/06/41		5,000		6,019
Simon Property Group LP 4.75%, 3/15/42		8,000		8,358
Travelers (The) Cos., Inc. 5.35%, 11/01/40		8,000		9,418

				85,545

Industrial — 0.3%
Caterpillar, Inc. 5.20%, 5/27/41		10,000		11,352
Deere & Co. 3.90%, 6/09/42		8,000		7,601
Dover Corp. 5.375%, 3/01/41		5,000		5,939
Illinois Tool Works, Inc. 4.875%, 9/15/41		5,000		5,438
Koninklijke Philips Electronics NV (Netherlands) 5.00%, 3/15/42		5,000		5,343
Norfolk Southern Corp. 4.837%, 10/01/41 7.90%, 5/15/97		13,000 6,000		13,677 8,925
Sonoco Products Co. 5.75%, 11/01/40		5,000		5,581
Stanley Black & Decker, Inc. 5.20%, 9/01/40		8,000		8,742
Union Pacific Corp. 4.75%, 9/15/41		6,000		6,365

				78,963

Technology — 0.1%
Applied Materials, Inc. 5.85%, 6/15/41		5,000		5,704
Intel Corp. 4.80%, 10/01/41		5,000		5,158
Oracle Corp. 5.375%, 7/15/40		19,000		22,119

				32,981


	Principal Amount		Value

Utilities — 0.5%
Arizona Public Service Co. 5.05%, 9/01/41	$	13,000	$	14,495
Duke Energy Indiana, Inc. 6.45%, 4/01/39		17,000		22,127
Florida Power & Light Co. 5.95%, 2/01/38 5.25%, 2/01/41		22,000 12,000		27,880 14,117
Georgia Power Co. 5.40%, 6/01/40		13,000		14,776
Nevada Power Co. 5.45%, 5/15/41		13,000		15,372
Puget Sound Energy, Inc. 4.434%, 11/15/41		17,000		17,746
Southern California Edison Co. 6.05%, 3/15/39		3,000		3,836
Southern California Gas Co. 5.125%, 11/15/40		12,000		14,127
Southern Power Co. 5.15%, 9/15/41		13,000		14,126

				158,602

TOTAL CORPORATE BONDS (Cost $804,674)				773,674

UNITED STATES GOVERNMENT & AGENCIES OBLIGATIONS — 2.5%
United States Treasury Bonds/Notes — 2.5%
4.50%, 2/15/36		66,200		81,612
4.375%, 11/15/39		112,200		136,095
4.625%, 2/15/40		85,700		108,049
4.375%, 5/15/40		75,800		92,002
3.875%, 8/15/40		84,800		94,910
4.75%, 2/15/41		68,500		88,076
4.375%, 5/15/41		81,400		98,838
3.125%, 2/15/42		65,100		63,249

				762,831

TOTAL UNITED STATES GOVERNMENT & AGENCIES OBLIGATIONS (Cost $725,761)				762,831


TOTAL INVESTMENTS — 99.6% (Cost $25,471,752)			$	29,943,507
Other assets less liabilities — 0.4%				118,228

NET ASSETS — 100.0%			$	30,061,735

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 — 36.0%
Basic Materials — 1.6%
Air Liquide SA (France)		58	$	7,490
Anglo American PLC (United Kingdom)		205		4,755
BASF SE (Germany)		150		14,667
BHP Billiton Ltd. (Australia)		561		18,726
BHP Billiton PLC (United Kingdom)		390		11,351
Coeur Mining Inc.*		184		2,611
Dow Chemical (The) Co		334		11,510
E.I. du Pont de Nemours & Co		260		14,505
Freeport-McMoRan Copper & Gold, Inc		234		7,266
Gold Resource Corp		100		960
HB Fuller Co		100		4,157
International Paper Co		400		18,460
Linde AG (Germany)		39		7,505
Monsanto Co		100		10,064
NewMarket Corp		20		5,485
Rio Tinto Ltd. (Australia)		86		4,542
Rio Tinto PLC (United Kingdom)		234		10,158
Sensient Technologies Corp		100		4,127
Sherwin-Williams (The) Co		100		18,852
Syngenta AG (Switzerland)		16		6,291

				183,482

Communications — 3.4%
Amazon.com, Inc.*		104		27,979
Anixter International, Inc.*		100		7,673
Arris Group, Inc.*		200		3,026
AT&T, Inc		1,365		47,761
Bankrate, Inc.*		200		2,862
Brightcove, Inc.*		200		1,496
BT Group PLC, Class A (United Kingdom)		1,213		5,568
CenturyLink, Inc		100		3,415
Cisco Systems, Inc		1,239		29,835
Comcast Corp., Class A		581		23,327
Consolidated Communications Holdings, Inc		200		3,404
Corning, Inc		391		6,010
Deutsche Telekom AG (Germany)		518		5,950
Finisar Corp.*		200		2,620
France Telecom SA (France)		384		3,914
Google, Inc., Class A*		69		60,058
Leap Wireless International, Inc.*		500		2,825
Meredith Corp		100		4,098
Netgear, Inc.*		100		3,328
News Corp., Class A		292		9,376
Softbank Corp. (Japan)		100		5,147
Telefonaktiebolaget LM Ericsson, Class B (Sweden)		904		10,673
Telefonica SA (Spain)*		782		10,774
Thomson Reuters Corp. (Canada)		150		5,010
Time Warner, Inc		234		13,659
Verizon Communications, Inc		641		31,076
Vodafone Group PLC (United Kingdom)		8,001		23,335
Vonage Holdings Corp.*		1,700		4,658
Walt Disney (The) Co		397		25,042

				383,899


	Number of Shares		Value

Consumer, Cyclical — 4.0%
Arctic Cat, Inc		100	$	4,689
Ascena Retail Group, Inc.*		340		6,912
Bayerische Motoren Werke AG (Germany)		65		6,226
Carter’s, Inc		100		7,207
Cash America International, Inc		67		3,197
Cie Financiere Richemont SA (Switzerland)		114		10,235
Cinemark Holdings, Inc		188		5,516
Columbia Sportswear Co		23		1,385
Compass Group PLC (United Kingdom)		307		4,042
CVS Caremark Corp		288		16,583
Daimler AG (Germany)		163		10,468
Dana Holding Corp		300		5,676
Dr Horton, Inc		300		7,308
DTS, Inc.*		200		3,952
Ford Motor Co		1,032		16,182
GNC Holdings, Inc., Class A		100		4,503
Hennes & Mauritz AB, Class B (Sweden)		180		6,196
Honda Motor Co. Ltd. (Japan)		272		10,370
Inditex SA (Spain)		32		3,985
JetBlue Airways Corp.*		400		2,484
Kohl’s Corp		267		13,726
Krispy Kreme Doughnuts, Inc.*		500		8,660
Las Vegas Sands Corp		234		13,549
Lennar Corp., Class A		200		7,864
Life Time Fitness, Inc.*		100		4,984
Lions Gate Entertainment Corp. (Canada)*		200		5,760
Lowe’s Cos., Inc		300		12,633
LVMH Moet Hennessy Louis Vuitton SA (France)		48		8,525
Maidenform Brands, Inc.*		100		1,819
MDC Holdings, Inc		100		3,711
Men’s Wearhouse (The), Inc		175		6,335
Mitsubishi Corp. (Japan)		366		6,506
Mitsui & Co. Ltd. (Japan)		440		5,655
Nike, Inc., Class B		200		12,332
Nissan Motor Co. Ltd. (Japan)		500		5,550
Nu Skin Enterprises, Inc., Class A		100		5,880
Penske Automotive Group, Inc		234		7,514
Red Robin Gourmet Burgers, Inc.*		67		3,518
Ross Stores, Inc		200		12,861
Ruby Tuesday, Inc.*		400		3,700
Saks, Inc.*		250		3,708
SIX Flags Entertainment Corp		100		7,457
Southwest Airlines Co		800		11,336
Systemax, Inc		300		2,895
Target Corp		134		9,313
Tenneco, Inc.*		100		4,436
Toyota Motor Corp. (Japan)		420		25,127
VF Corp		100		18,386
Wabash National Corp.*		500		5,250
Wal-Mart Stores, Inc		764		57,177
Watsco, Inc		50		4,363
World Fuel Services Corp		106		4,317

				441,963


	Number of Shares		Value

Consumer, Non-cyclical — 7.4%
Abbott Laboratories		744	$	27,282
Acacia Research-Acacia Technologies		67		1,675
Accuray, Inc.*		500		2,685
Aetna, Inc		400		24,152
Align Technology, Inc.*		100		3,575
Anheuser-Busch InBev NV (Belgium)		122		11,279
Ariad Pharmaceuticals, Inc.*		200		3,668
AstraZeneca PLC (United Kingdom)		204		10,501
Avanir Pharmaceuticals, Inc., Class A*		1,000		3,320
Bayer AG (Germany)		132		14,221
Becton Dickinson and Co		200		19,724
BioScrip, Inc.*		400		5,592
Bristol-Myers Squibb Co		334		15,367
British American Tobacco PLC (United Kingdom)		319		17,560
Capella Education Co.*		100		4,356
Centene Corp.*		100		4,950
Cepheid, Inc.*		100		3,476
Chemocentryx, Inc.*		200		2,702
Coca-Cola (The) Co		1,062		42,469
Convergys Corp		100		1,817
CSL Ltd. (Australia)		77		4,392
DANONE SA (France)		87		6,416
Diageo PLC (United Kingdom)		397		11,769
Fresh Del Monte Produce, Inc		100		2,677
Fresh Market (The), Inc.*		100		4,954
FTI Consulting, Inc.*		100		3,799
GlaxoSmithKline PLC (United Kingdom)		884		23,015
Hain Celestial Group (The), Inc.*		100		6,662
Hanger, Inc.*		100		3,191
Harris Teeter Supermarkets, Inc		86		4,042
Imperial Tobacco Group PLC (United Kingdom)		194		6,989
Incyte Corp. Ltd.*		134		2,971
Integra Lifesciences Holdings Corp.*		100		3,789
JM Smucker (The) Co		134		13,529
Johnson & Johnson		625		52,612
Live Nation Entertainment, Inc.*		300		4,083
Magellan Health Services, Inc.*		69		3,761
MasterCard, Inc., Class A		23		13,116
Medivation, Inc.*		100		4,856
Medtronic, Inc		200		10,202
Merck & Co., Inc		650		30,355
Molina Healthcare, Inc.*		100		3,780
Mondelez International, Inc., Class A		538		15,849
Nestle SA (Switzerland)		557		36,958
Novartis AG (Switzerland)		393		28,358
Novo Nordisk A/S, Class B (Denmark)		70		11,283
Onyx Pharmaceuticals, Inc.*		67		6,395
Pfizer, Inc		1,642		44,712
Pharmacyclics, Inc.*		100		9,164
Pilgrim’s Pride Corp.*		600		7,176
Procter & Gamble (The) Co		564		43,293
Quad/Graphics, Inc		200		4,660
Questcor Pharmaceuticals, Inc		100		3,417
Reckitt Benckiser Group PLC (United Kingdom)		114		8,179
Rent-A-Center, Inc		100		3,658


	Number of Shares		Value

Consumer, Non-cyclical (Continued)
Roche Holding AG (Switzerland)		125	$	31,255
Rollins, Inc		320		8,084
SABMiller PLC (United Kingdom)		151		7,640
Salix Pharmaceuticals Ltd.*		100		6,067
Sanofi (France)		145		15,550
Santarus, Inc.*		400		8,908
Seaboard Corp		1		2,755
Seattle Genetics, Inc.*		134		4,599
Select Medical Holdings Corp		200		1,580
Sequenom, Inc.*		800		3,312
Spectrum Brands Holdings, Inc		100		6,029
Takeda Pharmaceutical Co. Ltd. (Japan)		107		4,793
Tesco PLC (United Kingdom)		1,329		7,380
Teva Pharmaceutical Industries Ltd. (Israel)		125		4,800
TreeHouse Foods, Inc.*		50		3,274
Unilever NV (Netherlands)		307		12,583
Unilever PLC (United Kingdom)		218		9,192
United Natural Foods, Inc.*		100		5,292
UnitedHealth Group, Inc		226		14,154
ViroPharma, Inc.*		67		1,843
Woolworths Ltd. (Australia)		188		5,938

				829,461

Energy — 3.7%
BG Group PLC (United Kingdom)		571		10,524
BP PLC (United Kingdom)		3,015		21,689
Cameron International Corp.*		300		18,261
Cheniere Energy, Inc.*		300		8,805
Chevron Corp		431		52,905
ConocoPhillips		284		17,421
Continental Resources, Inc.*		200		16,226
CVR Energy, Inc		100		6,281
Dril-Quip, Inc.*		50		4,523
Energy XXI Bermuda Ltd. (Bermuda)		100		2,553
ENI S.p.A (Italy)		414		9,417
Exxon Mobil Corp		1,055		95,446
Helix Energy Solutions Group, Inc.*		100		2,386
Hess Corp		400		26,964
Kodiak Oil & Gas Corp.*		300		2,634
McMoRan Exploration Co.*		134		2,228
Oasis Petroleum, Inc.*		100		3,716
Royal Dutch Shell PLC, Class A (United Kingdom)		608		20,351
Royal Dutch Shell PLC, Class B (United Kingdom)		438		15,177
Schlumberger Ltd. (Netherland Antilles)		289		21,105
Southwestern Energy Co.*		290		10,930
Statoil ASA (Norway)		179		4,078
Targa Resources Corp		100		6,442
Tesco Corp.*		300		3,828
Total SA (France)		357		17,904
Vantage Drilling Co.*		2,702		5,188
Williams (The) Cos., Inc		100		3,518
Woodside Petroleum Ltd. (Australia)		139		4,788

				415,288

Financial — 7.7%
AIA Group Ltd. (Hong Kong)		1,400		6,231
Alexander’s, Inc. REIT		9		2,740


	Number of Shares		Value

Financial (Continued)
Allianz SE (Germany)		75	$	11,673
American Campus Communities, Inc. REIT		210		8,573
American Express Co		250		18,927
American International Group, Inc.*		401		17,828
American Tower Corp., Class A REIT		100		7,784
AON PLC (United Kingdom)		300		19,102
Australia & New Zealand Banking Group Ltd. (Australia)		446		11,755
Banco Bilbao Vizcaya Argentaria SA (Spain)		875		8,242
Banco Santander SA (Spain)		2,835		20,414
Bank of America Corp		2,595		35,448
Barclays PLC (United Kingdom)		2,969		14,456
Berkshire Hathaway, Inc., Class B*		539		61,485
BioMed Realty Trust, Inc. REIT		250		5,233
BNP Paribas (France)		190		11,193
Boston Properties, Inc. REIT		150		15,986
CBL & Associates Properties, Inc. REIT		200		4,598
Citigroup, Inc		727		37,797
Citizens, Inc.*		300		1,824
Commonwealth Bank of Australia (Australia)		290		18,557
Credit Acceptance Corp.*		50		5,693
Deutsche Bank AG (Germany) (a)		192		9,003
Equity Lifestyle Properties, Inc. REIT		50		3,859
Equity One, Inc. REIT		154		3,593
Equity Residential REIT		50		2,828
Extra Space Storage, Inc. REIT		100		4,189
Franklin Resources, Inc		51		7,895
Geo Group (The), Inc. REIT		192		6,685
Goldman Sachs Group (The), Inc		110		17,829
Hancock Holding Co		100		2,855
Hatteras Financial Corp. REIT		167		4,312
Highwoods Properties, Inc. REIT		97		3,533
Home Properties, Inc. REIT		50		3,039
HSBC Holdings PLC (United Kingdom)		3,179		35,062
ING Groep NV (Netherlands)*		982		9,231
Invesco Mortgage Capital, Inc. REIT		167		3,115
JPMorgan Chase & Co		822		44,872
Kilroy Realty Corp. REIT		133		7,037
LaSalle Hotel Properties REIT		100		2,640
Marsh & McLennan Cos., Inc		100		4,002
Meadowbrook Insurance Group, Inc		467		3,745
MFA Financial, Inc. REIT		488		4,285
Mid-America Apartment Communities, Inc. REIT		40		2,719
Mitsubishi UFJ Financial Group, Inc. (Japan)		1,992		11,799
Mizuho Financial Group, Inc. (Japan)		3,827		7,429
Monmouth Real Estate Investment Corp., Class A REIT		300		3,078
Muenchener Rueckversicherungs-Gesellschaft AG (Germany)		30		5,640
National Australia Bank Ltd. (Australia)		386		10,713
National Retail Properties, Inc. REIT		140		5,022
Ocwen Financial Corp.*		200		8,556
OMEGA Healthcare Investors, Inc. REIT		146		4,732
Post Properties, Inc. REIT		167		7,983
Primerica, Inc		167		5,882
ProAssurance Corp		102		5,120


	Number of Shares		Value

Financial (Continued)
ProLogis, Inc. REIT		500	$	20,149
Prudential PLC (United Kingdom)		411		6,975
Public Storage REIT		50		7,590
Republic Bancorp, Inc., Class A		100		2,381
Ryman Hospitality Properties REIT		113		4,323
Signature Bank*		50		3,859
Simon Property Group, Inc. REIT		55		9,153
Standard Chartered PLC (United Kingdom)		415		9,692
Starwood Property Trust, Inc. REIT		100		2,537
Sumitomo Mitsui Financial Group, Inc. (Japan)		322		12,998
SVB Financial Group*		50		3,870
T. Rowe Price Group, Inc		234		17,751
Tanger Factory Outlet Centers, Inc. REIT		174		6,000
Taylor Capital Group, Inc.*		200		3,322
Tompkins Financial Corp		100		4,154
Two Harbors Investment Corp. REIT		300		3,309
U.S. Bancorp		400		14,024
UBS AG (Switzerland)*		693		12,327
Visa, Inc., Class A		188		33,490
Washington Real Estate Investment Trust REIT		103		2,865
Wells Fargo & Co		1,134		45,983
Westpac Banking Corp. (Australia)		516		14,045
Zurich Financial Services AG (Switzerland)*		27		7,177

				855,795

Industrial — 3.6%
ABB Ltd. (Switzerland)*		395		8,745
Actuant Corp., Class A		167		5,678
Acuity Brands, Inc		50		3,754
Altra Holdings, Inc		200		5,762
AO Smith Corp		134		5,253
Apogee Enterprises, Inc		200		5,336
Boeing (The) Co		200		19,804
Builders FirstSource, Inc.*		600		4,044
Caterpillar, Inc		169		14,500
Clean Harbors, Inc.*		100		5,720
Colfax Corp.*		200		9,980
Cummins, Inc		40		4,785
Darling International, Inc.*		100		1,961
East Japan Railway Co. (Japan)		100		7,546
Eaton Corp. PLC (Ireland)		347		22,922
EMCOR Group, Inc		100		3,975
Emerson Electric Co		252		14,480
EnerSys		67		3,339
Fabrinet (Cayman Islands)*		300		4,359
FANUC Corp. (Japan)		40		6,068
FedEx Corp		50		4,817
General Dynamics Corp		83		6,399
General Electric Co		2,465		57,484
Genesee & Wyoming, Inc., Class A*		67		5,966
Golar LNG Ltd. (Bermuda)		67		2,278
Graphic Packaging Holding Co.*		600		4,614
Hexcel Corp.*		100		3,477
Hitachi Ltd. (Japan)		1,000		6,968
Ingersoll-Rand PLC (Ireland)		350		20,136
Komatsu Ltd. (Japan)		134		3,483
Koninklijke Philips Electronics NV (Netherlands)		251		7,143


	Number of Shares		Value

Industrial (Continued)
Powell Industries, Inc.*		100	$	4,728
Rolls-Royce Holdings PLC (United Kingdom)*		314		5,749
Schneider Electric SA (France)		98		7,813
Siemens AG (Germany)		138		14,638
Smith & Wesson Holding Corp.*		300		2,733
Stanley Black & Decker, Inc		234		18,537
Tetra Tech, Inc.*		100		2,757
Tredegar Corp		200		4,992
Triumph Group, Inc		67		5,203
Union Pacific Corp		100		15,462
United Parcel Service, Inc., Class B		206		17,695
United Technologies Corp		200		18,980
Vinci SA (France)		47		2,425
Woodward, Inc		100		3,915

				406,403

Technology — 3.9%
Accelrys, Inc.*		400		3,336
Activision Blizzard, Inc		1,168		16,854
Apple, Inc		203		91,285
Applied Materials, Inc		1,500		22,799
ASML Holding NV (Netherlands)		47		3,926
Aspen Technology, Inc.*		100		3,062
Athenahealth, Inc.*		100		8,455
Canon, Inc. (Japan)		200		7,028
Cirrus Logic, Inc.*		100		1,825
Citrix Systems, Inc.*		200		12,870
Commvault Systems, Inc.*		100		7,000
Concur Technologies, Inc.*		80		6,458
Cray, Inc.*		300		5,463
Dell, Inc		400		5,340
EMC Corp		500		12,380
EPIQ Systems, Inc		300		3,639
Fidelity National Information Services, Inc		300		13,470
Hewlett-Packard Co		567		13,846
International Business Machines Corp		270		56,166
Jack Henry & Associates, Inc		168		7,884
Mentor Graphics Corp		200		3,798
Microsemi Corp.*		34		746
Microsoft Corp		1,970		68,715
MKS Instruments, Inc		100		2,815
Netsuite, Inc.*		100		8,760
Progress Software Corp.*		100		2,351
PTC, Inc.*		230		5,775
QLIK Technologies, Inc.*		234		7,198
SAP AG (Germany)*		157		11,842
Solarwinds, Inc.*		100		4,215
SYNNEX Corp.*		100		4,055
Syntel, Inc		100		6,391
Ultimate Software Group, Inc.*		29		3,228
Veeco Instruments, Inc.*		100		4,239

				437,214

Utilities — 0.7%
Centrica PLC (United Kingdom)		834		4,815
Cleco Corp		100		4,551
Dominion Resources, Inc		100		5,655


	Number of Shares		Value

Utilities (Continued)
E.ON SE (Germany)		320	$	5,432
Edison International		400		18,376
GDF Suez (France)		238		4,872
National Grid PLC (United Kingdom)		456		5,435
New Jersey Resources Corp		100		4,538
Piedmont Natural Gas Co., Inc		118		3,987
SJW Corp		100		2,705
WGL Holdings, Inc		100		4,292
Wisconsin Energy Corp		200		8,163

				72,821

TOTAL COMMON STOCKS (Cost $3,282,403)				4,026,326

PREFERRED STOCKS — 0.1%
Consumer, Cyclical — 0.1%
Volkswagen AG (Germany)		31		6,807

Industrial — 0.0% (b)
Rolls-Royce Holdings PLC, Class C (United Kingdom)*		37,366		57

TOTAL PREFERRED STOCKS (Cost $6,688)				6,864


	Principal Amount		Value

CORPORATE BONDS — 9.5%
Communications — 1.7%
Cellco Partnership/Verizon Wireless Capital LLC 5.55%, 2/01/14	$	153,000	$	157,749
Google, Inc. 1.25%, 5/19/14		7,000		7,060
Telefonica Emisiones S.A.U. (Spain) 4.949%, 1/15/15		10,000		10,552
Time Warner Cable, Inc. 7.50%, 4/01/14		15,000		15,842

				191,203

Consumer, Non-cyclical — 2.2%
Clorox (The) Co. 5.00%, 1/15/15		50,000		53,150
PepsiCo, Inc. 0.75%, 3/05/15		70,000		70,274
Wyeth 5.50%, 2/01/14		37,000		38,223
Yale University, MTN 2.90%, 10/15/14		78,000		80,649

				242,296

Energy — 1.3%
BP Capital Markets PLC (United Kingdom) 3.625%, 5/08/14		145,000		149,254

Financial — 3.8%
American Tower Corp. 4.625%, 4/01/15		45,000		47,799
Bank of New York Mellon (The) Corp., MTN 4.30%, 5/15/14		35,000		36,305


	Principal Amount		Value

Financial (Continued)
Caterpillar Financial Services Corp., MTN 6.125%, 2/17/14	$	13,000	$	13,527
Citigroup, Inc. 6.375%, 8/12/14		17,000		18,078
National Rural Utilities Cooperative Finance Corp. 1.00%, 2/02/15		255,000		256,997
Prudential Financial, Inc., Series B, MTN 5.10%, 9/20/14		24,000		25,331
Wachovia Corp. 5.25%, 8/01/14		29,000		30,500

				428,537

Technology — 0.3%
Microsoft Corp. 0.875%, 9/27/13		30,000		30,054

Utilities — 0.2%
Exelon Generation Co. LLC 5.35%, 1/15/14		27,000		27,771

TOTAL CORPORATE BONDS (Cost $1,064,126)				1,069,115

UNITED STATES GOVERNMENT & AGENCIES OBLIGATIONS — 54.0%
United States Treasury Bonds/Notes — 54.0%
1.00%, 7/15/13		79,400		79,499
0.50%, 10/15/13		350,000		350,574
1.25%, 2/15/14		363,700		366,627
1.25%, 3/15/14		500,000		504,414
0.25%, 3/31/14		164,000		164,173
4.75%, 5/15/14		582,900		608,335
0.75%, 6/15/14		367,000		369,251
2.625%, 7/31/14		580,000		596,494
4.25%, 8/15/14		65,000		68,179
2.375%, 8/31/14		444,000		456,089
2.375%, 9/30/14		340,000		349,815
0.50%, 10/15/14		355,000		356,442
0.375%, 11/15/14		153,000		153,347
4.25%, 11/15/14		147,000		155,539
2.125%, 11/30/14		345,000		354,730
0.25%, 12/15/14		375,000		375,117
4.00%, 2/15/15		325,000		345,528
2.50%, 3/31/15		29,000		30,168
2.125%, 5/31/15		342,000		354,317

				6,038,638

TOTAL UNITED STATES GOVERNMENT & AGENCIES OBLIGATIONS (Cost $6,029,731)				6,038,638


TOTAL INVESTMENTS — 99.6% (Cost $10,382,948)			$	11,140,943
Other assets less liabilities — 0.4%				45,979

NET ASSETS — 100.0%			$	11,186,922

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, 2013, there were five (5) series of exchange-traded funds (“ETF”) (each, a “Fund,” and collectively, the “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, 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. Since 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.

Cash Cash consists of cash held at banks and are on deposit with major financial institutions.

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, 2013.

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, 2013 (see the Schedule of Investments for security categories). For the year ended May 31, 2013, there were no transfers between investment levels.

New Accounting Pronouncements In December 2011, the Financial Accounting Standards Board (the “FASB”) issued Accounting Standards Update (“ASU”) No. 2011-11 related to Disclosures about Offsetting Assets and Liabilities and in January 2013, issued ASU 2013-01, Clarifying the Scope of Disclosures about Offsetting Assets and Liabilities (collectively, the “Update”). The Update requires 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 disclosure requirements are 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 that the Update will have on the financial statement disclosures.

In June 2013, the FASB issued ASU No. 2013-08 which provides guidance that creates a two-tiered approach to assess whether an entity is an investment company. The guidance will also require an investment company to measure non-controlling ownership interests in other investment companies at fair value and will require additional disclosures relating to investment company status, any changes thereto and information about financial support provided or contractually required to be provided to any of the investment company’s investees. The guidance is effective for financial statements with fiscal years beginning on or after December 15, 2013 and interim periods within those fiscal years. Management is evaluating the impact of this guidance on the Funds’ 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. The Advisor does not believe that the unrecognized tax benefits will change significantly in the next 12 months.

The Funds’ recognize interest and penalties, if any, related to uncertain tax positions as income tax expense on the Statements of Operations. For the year ended May 31, 2013, the Funds did not incur any interest or penalties.

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, 2013, 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 Funds’ 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, 2013. 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, 2013.

The amounts subject to potential reimbursement to the Advisor as of May 31, 2013 were as follows:

For the year ended May 31, 2013, 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. (the “Distributor”) 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, 2013, the components of accumulated earnings (losses) were as follows:

For the years ended May 31, 2013 and May 31, 2012, 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, 2013, 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-trackers 2010 Fund, db X-trackers 2030 Fund and db X-trackers In-Target Fund utilized $25,185, $1,127,051 and $9,333 respectively, of capital loss carryforwards during the fiscal year ended May 31, 2013.

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.

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), return of capital adjustments and redemptions-in-kind. For the fiscal year ended May 31, 2013, the adjustments were as follows:

As of May 31, 2013, the cost of investments for Federal income tax purposes and the aggregated gross unrealized appreciation/depreciation on investments were 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, 2013.

For the year ended May 31, 2013, 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, 2013 the cost of in-kind purchases and the proceeds from in-kind sales were as follows:

As of May 31, 2013, 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-trackers 2010 Target Date Fund, db X-trackers 2020 Target Date Fund, db X-trackers 2030 Target Date Fund, db X-trackers 2040 Target Date Fund, and db X-trackers In-Target Date Fund, as of May 31, 2013, 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 four 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, 2013, 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-trackers 2010 Target Date Fund, db X-trackers 2020 Target Date Fund, db X-trackers 2030 Target Date Fund, db X-trackers 2040 Target Date Fund, and db X-trackers In-Target Date Fund of db-X Exchange-Traded Funds Inc. at May 31, 2013, 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 four years in the period then ended, in conformity with U.S. generally accepted accounting principles.

* 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.dbxus.com.

BOARD CONSIDERATIONS IN APPROVAL OF INVESTMENT ADVISORY AND SUB-ADVISORY CONTRACTS (Unaudited)

At its meeting on February 6, 2013, the Board of Directors, including the Independent Directors (those not affiliated with the Fund or its service providers), unanimously approved the continuance of the Investment Advisory Agreement and Sub-Advisory Agreement (together, the “Agreements”), on behalf of the Trust’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 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.

BOARD CONSIDERATIONS IN APPROVAL OF INVESTMENT ADVISORY AND SUB-ADVISORY CONTRACTS (Unaudited) (Continued)

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 noted that each of the Fund’s peer ETFs were funds-of-funds and thus bore the expenses of the other ETFs in which they invested. The Board further noted that once those peer ETFs’ underlying expenses were properly accounted for, the Funds’ expenses were lower than those peer ETFs. 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.

BOARD CONSIDERATIONS IN APPROVAL OF INVESTMENT ADVISORY AND SUB-ADVISORY CONTRACTS (Unaudited) (Continued)

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.dbxus.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.dbxus.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, 2013.

* 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.dbxus.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.dbxus.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.

Zacks and Zacks Lifecycle index are servicemarks of Zacks Investment Research, Inc. (“Zacks”) and have been licensed for use by Deutsche Bank AG. The Fund is not sponsored, endorsed, issued, sold or promoted by Zacks. Zacks does not make any representation regarding the advisability of investing in the Funds.

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.

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).

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.

There have been no material changes to the procedures by which the shareholders may recommend nominees to the registrant’s board of directors, where those changes were implemented after the registrant last provided disclosure in response to the requirements of Item 407(c)(2)(iv) of Regulation S-K (17 CFR 229.407) (as required by Item 22(b)(15) of Schedule 14A (17 CFR 240.14a-101)), or this Item.

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

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


Average Annual Total Returns
	Net Asset Value	Market Price	Zacks 2010 Lifecycle Index	Dow Jones Target 2010 Index
One Year	4.41%	6.65%	4.80%	4.81%
Five Year	1.71%	0.84%	2.02%	4.24%
Since Inception¹	1.33%	0.57%	1.62%	4.22%

Cumulative Total Returns
	Net Asset Value	Market Price	Zacks 2010 Lifecycle Index	Dow Jones Target 2010 Index
One Year	4.41%	6.65%	4.80%	4.81%
Five Year	8.85%	4.28%	10.51%	23.09%
Since Inception¹	7.78%	3.28%	9.56%	26.37%


Average Annual Total Returns
	Net Asset Value	Market Price	Zacks 2020 Lifecycle Index	Dow Jones Target 2020 Index
One Year	15.04%	20.50%	15.43%	10.84%
Five Year	3.55%	2.98%	3.71%	4.03%
Since Inception¹	2.24%	1.79%	2.38%	3.40%

Cumulative Total Returns
	Net Asset Value	Market Price	Zacks 2020 Lifecycle Index	Dow Jones Target 2020 Index
One Year	15.04%	20.50%	15.43%	10.84%
Five Year	19.07%	15.79%	19.99%	21.84%
Since Inception¹	13.35%	10.55%	14.29%	20.90%


Average Annual Total Returns
	Net Asset Value	Market Price	Zacks 2030 Lifecycle Index	Dow Jones Target 2030 Index
One Year	20.94%	29.97%	21.88%	17.75%
Five Year	3.55%	3.60%	4.04%	4.13%
Since Inception¹	1.70%	1.78%	2.14%	3.01%

Cumulative Total Returns
	Net Asset Value	Market Price	Zacks 2030 Lifecycle Index	Dow Jones Target 2030 Index
One Year	20.94%	29.97%	21.88%	17.75%
Five Year	19.06%	19.33%	21.93%	22.45%
Since Inception¹	10.02%	10.49%	12.74%	18.32%


Average Annual Total Returns
	Net Asset Value	Market Price	Zacks 2040 Lifecycle Index	Dow Jones Target 2040 Index
One Year	26.35%	20.50%	26.46%	22.96%
Five Year	3.29%	2.52%	3.24%	4.31%
Since Inception¹	1.36%	0.75%	1.33%	2.93%

Cumulative Total Returns
	Net Asset Value	Market Price	Zacks 2040 Lifecycle Index	Dow Jones Target 2040 Index
One Year	26.35%	20.50%	26.46%	22.96%
Five Year	17.55%	13.23%	17.27%	23.47%
Since Inception¹	7.98%	4.32%	7.78%	17.76%


Average Annual Total Returns
	Net Asset Value	Market Price	Zacks In-Target Lifecycle Index	Dow Jones Target Today Index
One Year	8.37%	14.33%	8.92%	3.04%
Five Year	3.18%	7.14%	3.44%	4.95%
Since Inception¹	3.19%	2.67%	3.41%	4.81%

Cumulative Total Returns
	Net Asset Value	Market Price	Zacks In-Target Lifecycle Index	Dow Jones Target Today Index
One Year	8.37%	14.33%	8.92%	3.04%
Five Year	16.97%	41.17%	18.41%	27.32%
Since Inception¹	19.47%	16.12%	20.92%	30.53%


	Page
Shareholder Letter (Unaudited)		1
Management’s Discussion of Fund Performance (Unaudited)		3
Performance Summary (Unaudited)
db X-trackers 2010 Target Date Fund		4
db X-trackers 2020 Target Date Fund		6
db X-trackers 2030 Target Date Fund		8
db X-trackers 2040 Target Date Fund		10
db X-trackers In-Target Date Fund		12
Fees and Expenses (Unaudited)		14
Schedules of Investments
db X-trackers 2010 Target Date Fund		15
db X-trackers 2020 Target Date Fund		19
db X-trackers 2030 Target Date Fund		24
db X-trackers 2040 Target Date Fund		30
db X-trackers 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)		63
Board Considerations in Approval of Investment Advisory and Sub-Advisory Contracts (Unaudited)		66
Additional Information (Unaudited)		69
Privacy Policy Notice (Unaudited)		70


	Beginning Account Value December 1, 2012		Ending Account Value May 31, 2013		Annualized Expense Ratio⁽¹⁾ based on the number of days in the period			Expenses Paid During the Period⁽²⁾December 1, 2012 to May 31, 2013
db X-trackers 2010 Target Date Fund
Actual	$	1,000.00	$	1,026.25		0.65	%	$	3.28
Hypothetical (5% return before expenses)	$	1,000.00	$	1,021.69		0.65	%	$	3.28
db X-trackers 2020 Target Date Fund
Actual	$	1,000.00	$	1,081.58		0.65	%	$	3.37
Hypothetical (5% return before expenses)	$	1,000.00	$	1,021.69		0.65	%	$	3.28
db X-trackers 2030 Target Date Fund
Actual	$	1,000.00	$	1,103.71		0.65	%	$	3.41
Hypothetical (5% return before expenses)	$	1,000.00	$	1,021.69		0.65	%	$	3.28
db X-trackers 2040 Target Date Fund
Actual	$	1,000.00	$	1,135.12		0.65	%	$	3.46
Hypothetical (5% return before expenses)	$	1,000.00	$	1,021.69		0.65	%	$	3.28
db X-trackers In-Target Date Fund
Actual	$	1,000.00	$	1,047.71		0.65	%	$	3.32
Hypothetical (5% return before expenses)	$	1,000.00	$	1,021.69		0.65	%	$	3.28


	db X-trackers 2010 Target Date Fund			db X-trackers 2020 Target Date Fund			db X-trackers 2030 Target Date Fund
Assets
Investments at fair value	$	9,794,445		$	30,931,128		$	30,044,058
Investment in Affiliates at fair value (See Note 5)		2,626			38,355			53,312
Cash		442,414			28,063			49,698
Foreign currency at value		7,479			20,177			19,733
Receivables:
Interest and dividends		35,261			121,777			127,048
Foreign tax reclaim		1,070			25,809			33,378
Prepaid expenses		9,942			10,673			10,627

Total Assets	$	10,293,237		$	31,175,982		$	30,337,854


Liabilities
Payables:
Investment securities purchased	$	426,666		$	—		$	—
Investment advisory fees		5,436			17,230			16,895
Due to investment advisor		2,031			11,326			5,180
Accrued expenses and other liabilities		27,033			50,267			51,669

Total Liabilities		461,166			78,823			73,744


Net Assets	$	9,832,071		$	31,097,159		$	30,264,110


Net Assets Consist of
Paid-in capital	$	11,140,420		$	32,183,472		$	31,386,682
Undistributed net investment income		8,025			122,922			242,424
Accumulated net realized gain (loss)		(1,653,149	)		(4,268,712	)		(4,729,747	)
Net unrealized appreciation (depreciation)		336,775			3,059,477			3,364,751


Net Assets	$	9,832,071		$	31,097,159		$	30,264,110


Number of Common Shares outstanding		400,800			1,200,800			1,200,800


Net Assets Value	$	24.53		$	25.90		$	25.20


Investments at cost	$	9,457,061		$	27,843,646		$	26,643,396


Investments in Affiliates at cost	$	3,167		$	65,674		$	88,400

Foreign currency at cost	$	7,550		$	20,236		$	19,626


	db X-trackers 2040 Target Date Fund			db X-trackers In-Target Date Fund
Assets
Investments at fair value	$	29,881,427		$	11,131,940
Investment in Affiliates at fair value (See Note 5)		62,080			9,003
Cash		29,911			372,598
Foreign currency at value		25,500			7,792
Receivables:
Interest and dividends		88,170			40,314
Foreign tax reclaim		36,591			2,814
Prepaid expenses		10,588			9,975

Total Assets	$	30,134,267		$	11,574,436


Liabilities
Payables:
Investment securities purchased	$	—		$	350,547
Investment advisory fees		16,715			6,191
Due to investment advisor		7,667			2,783
Accrued expenses and other liabilities		48,150			27,993

Total Liabilities		72,532			387,514


Net Assets	$	30,061,735		$	11,186,922


Net Assets Consist of
Paid-in capital	$	32,518,756		$	10,623,093
Undistributed net investment income		200,276			21,890
Accumulated net realized gain (loss)		(7,127,966	)		(215,788	)
Net unrealized appreciation (depreciation)		4,470,669			757,727


Net Assets	$	30,061,735		$	11,186,922


Number of Common Shares outstanding		1,200,800			400,800


Net Assets Value	$	25.03		$	27.91


Investments at cost	$	25,374,140		$	10,371,969


Investments in Affiliates at cost	$	97,612		$	10,979

Foreign currency at cost	$	25,460		$	7,955


	db X-trackers 2040 Target Date Fund			db X-trackers In-Target Date Fund
Investment Income
Unaffiliated interest income	$	65,507		$	36,131
Affiliated dividend income		2,117			235
Unaffiliated dividend income*		669,957			89,132

Total Investment Income		737,581			125,498


Expenses
Advisory fees		189,623			70,168
Professional fees		24,466			20,810
Directors		43,572			16,426
Insurance		17,810			17,810
Listing fees		18,044			18,044
Printing		46,413			15,007
Other		523			511

Total Expenses		340,451			158,776
Less fees waived and expenses reimbursed: (See Note 3)		(150,327	)		(88,106	)

Net Expenses		190,124			70,670


Net Investment Income		547,457			54,828


Net Realized and Unrealized Gain (Loss)
Net realized gain (loss) on:
Investments		(15,465	)		9,562
In-kind redemptions		649,462			—
Foreign currency related transactions		(1,071	)		(540	)

Net realized gain (loss)		632,926			9,022
Net change in unrealized appreciation (depreciation) on:
Investments		5,561,245			803,293
Foreign currency translations		884			358

Net change in unrealized appreciation (depreciation)		5,562,129			803,651

Net realized and unrealized gain (loss) on investments and foreign currency transactions		6,195,055			812,673


Net Increase (Decrease) in Net Assets from Operations	$	6,742,512		$	867,501

* Foreign taxes withheld	$	19,895		$	3,636


	db X-trackers 2010 Target Date Fund						db X-trackers 2020 Target Date Fund
	Year Ended May 31,						Year Ended May 31,
	2013			2012			2013			2012
Increase (Decrease) in Net Assets from Operations
Net investment income	$	26,010		$	92,947		$	333,644		$	424,297
Net realized gain (loss)		25,221			399,249			345,664			2,435,613
Net change in unrealized appreciation (depreciation)		365,842			(567,383	)		3,726,866			(4,161,490	)

Net increase (decrease) resulting from operations		417,073			(75,187	)		4,406,174			(1,301,580	)


Distributions to Shareholders from
Net investment income		(39,179	)		(120,259	)		(356,998	)		(585,276	)

Total distributions		(39,179	)		(120,259	)		(356,998	)		(585,276	)


Fund Shares Transactions
Value of shares redeemed		—			(4,758,317	)		(4,870,232	)		(4,607,004	)

Net increase (decrease) in net assets resulting from fund share transactions		—			(4,758,317	)		(4,870,232	)		(4,607,004	)

Total increase (decrease) in Net Assets		377,894			(4,953,763	)		(821,056	)		(6,493,860	)

Net Assets
Beginning of year		9,454,177			14,407,940			31,918,215			38,412,075

End of year	$	9,832,071		$	9,454,177		$	31,097,159		$	31,918,215

Undistributed net investment income	$	8,025		$	21,405		$	122,922		$	147,309


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

Shares outstanding, end of year		400,800			400,800			1,200,800			1,400,800


db X-trackers 2010 Target Date Fund (formerly known as db-X 2010 Target Date Fund)		“db X-trackers 2010 Fund”
db X-trackers 2020 Target Date Fund (formerly known as db-X 2020 Target Date Fund)		“db X-trackers 2020 Fund”
db X-trackers 2030 Target Date Fund (formerly known as db-X 2030 Target Date Fund)		“db X-trackers 2030 Fund”
db X-trackers 2040 Target Date Fund (formerly known as db-X 2040 Target Date Fund)		“db X-trackers 2040 Fund”
db X-trackers In-Target Date Fund (formerly known as db-X In-Target Date Fund)		“db X-trackers In-Target Fund”


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


	Level 1		Level 2		Level 3		Fair Value at 5/31/13
db X-trackers 2010 Fund
Investments in Securities
Common Stocks	$	1,950,078	$	—	$	—	$	1,950,078
Preferred Stocks		3,328		—		—		3,328
Corporate Bonds		—		1,168,427		—		1,168,427
United States Government & Agencies Obligations		—		6,675,238		—		6,675,238

Total Investments	$	1,953,406	$	7,843,665	$	—	$	9,797,071


	Reimbursements available through:
	5/31/2013		5/31/2014		5/31/2015
db X-trackers 2010 Fund	$	361,835	$	187,622	$	84,788
db X-trackers 2020 Fund		646,544		333,966		155,260
db X-trackers 2030 Fund		598,099		329,744		161,871
db X-trackers 2040 Fund		562,595		308,119		150,327
db X-trackers In-Target Fund		376,289		194,674		88,106


	Advisory Fees Waived by DBX		Fees & Expenses Assumed by DBX
db X-trackers 2010 Fund	$	62,690	$	22,098
db X-trackers 2020 Fund		155,260		—
db X-trackers 2030 Fund		161,871		—
db X-trackers 2040 Fund		150,327		—
db X-trackers In-Target Fund		70,168		17,938


	Undistributed Net Investment Income (Loss)		Net Accumulated Capital and Other Gains (Losses)			Unrealized Appreciation (Depreciation)		Total Accumulated Earnings (Losses)
db X-trackers 2010 Fund	$	8,443	$	(1,644,445	)	$	327,653	$	(1,308,349	)
db X-trackers 2020 Fund		125,975		(4,242,950	)		3,030,662		(1,086,313	)
db X-trackers 2030 Fund		246,310		(4,702,191	)		3,333,309		(1,122,572	)
db X-trackers 2040 Fund		204,612		(7,117,996	)		4,456,363		(2,457,021	)
db X-trackers In-Target Fund		22,670		(211,992	)		753,151		563,829


	Year of Expiration						Post-effective — no expiration short-term		Post-effective — no expiration long-term		Total Amount
	2017		2018		2019		Post-effective — no expiration short-term		Post-effective — no expiration long-term		Total Amount
db X-trackers 2010 Fund	$	623,400	$	1,020,627	$	—	$	—	$	—	$	1,644,027
db X-trackers 2020 Fund		418,939		3,713,736		—		47,629		59,593		4,239,897
db X-trackers 2030 Fund		58,423		4,568,179		71,703		—		—		4,698,305
db X-trackers 2040 Fund		1,809,203		4,936,668		352,525		—		15,264		7,113,660
db X-trackers In-Target Fund		—		211,212		—		—		—		211,212


	Undistributed Net Investment Income (Loss)			Undistributed Capital Gains (Accumulated Losses)			Paid-in Capital
db X-trackers 2010 Fund	$	(211	)	$	211		$	—
db X-trackers 2020 Fund		(1,033	)		(432,988	)		434,021
db X-trackers 2030 Fund		(671	)		(836,585	)		837,256
db X-trackers 2040 Fund		135			(625,963	)		625,828
db X-trackers In-Target Fund		(393	)		393			—


	Cost		Net Unrealized Appreciation (Depreciation)		Gross Unrealized Appreciation		Gross Unrealized (Depreciation)
db X-trackers 2010 Fund	$	9,469,350	$	327,721	$	426,946	$	(99,225	)
db X-trackers 2020 Fund		27,938,135		3,031,348		4,042,648		(1,011,300	)
db X-trackers 2030 Fund		26,763,238		3,334,132		5,391,030		(2,056,898	)
db X-trackers 2040 Fund		25,486,058		4,457,449		6,247,973		(1,790,524	)
db X-trackers In-Target Fund		10,387,524		753,419		896,983		(143,564	)


	Fair Value 5/31/12		Purchases at Cost		Proceeds from Sales			Change in Unrealized Appreciation/ (Depreciation)		Realized Gain (Loss)			Fair Value 5/31/13		Dividend Income
db X-trackers 2010 Fund
Deutsche Bank AG (Common Stock)	$	2,014	$	—	$	—		$	612	$	—		$	2,626	$	84
db X-trackers 2020 Fund
Deutsche Bank AG (Common Stock)		28,230		5,103		(5,583	)		9,135		1,470			38,355		1,210
db X-trackers 2030 Fund
Deutsche Bank AG (Common Stock)		40,314		8,887		(7,511	)		12,308		(686	)		53,312		1,821
db X-trackers 2040 Fund
Deutsche Bank AG (Common Stock)		46,787		7,324		(9,565	)		14,603		2,931			62,080		2,117
db X-trackers In-Target Fund
Deutsche Bank AG (Common Stock)		4,028		2,401		—			2,574		—			9,003		235


	Purchases				Sales
	Other		U.S. Government		Other		U.S. Government
db X-trackers 2010 Fund	$	1,737,771	$	4,992,708	$	1,260,902	$	6,012,102
db X-trackers 2020 Fund		8,298,541		8,324,678		8,121,105		8,128,533
db X-trackers 2030 Fund		13,926,850		633,266		11,605,688		2,939,938
db X-trackers 2040 Fund		9,448,765		440,508		9,816,457		69,509
db X-trackers In-Target Fund		3,636,725		2,168,070		1,720,745		4,102,672


	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-trackers 2010 Target Date Fund October 1, 2007 – May 31, 2013		0 - <.25%	69	4.83%	60	4.20%
		.25% - <.50%	73	5.12%	72	5.04%
		.50% - <.75%	115	8.06%	82	5.75%
		.75% - <1.00%	73	5.12%	74	5.19%
		>= 1.00%	162	11.35%	647	45.34%
		Total:	492	34.48%	935	65.52%
db X-trackers 2020 Target Date Fund October 1, 2007 – May 31, 2013		0 - <.25%	70	4.91%	71	4.97%
		.25% - <.50%	69	4.83%	66	4.62%
		.50% - <.75%	121	8.48%	68	4.77%
		.75% - <1.00%	92	6.45%	75	5.26%
		>= 1.00%	132	9.25%	663	46.46%
		Total:	484	33.92%	943	66.08%
db X-trackers 2030 Target Date Fund October 1, 2007 – May 31, 2013		0 - <.25%	75	5.26%	60	4.20%
		.25% - <.50%	90	6.31%	61	4.27%
		.50% - <.75%	129	9.04%	62	4.35%
		.75% - <1.00%	61	4.27%	65	4.56%
		>= 1.00%	177	12.40%	647	45.34%
		Total:	532	37.28%	895	62.72%
db X-trackers 2040 Target Date Fund October 1, 2007 – May 31, 2013		0 - <.25%	121	8.48%	86	6.03%
		.25% - <.50%	118	8.27%	84	5.89%
		.50% - <.75%	147	10.30%	83	5.82%
		.75% - <1.00%	66	4.63%	64	4.48%
		>= 1.00%	191	13.38%	467	32.72%
		Total:	643	45.06%	784	54.94%
db X-trackers In-Target Date Fund October 1, 2007 – May 31, 2013		0 - <.25%	80	5.61%	81	5.67%
		.25% - <.50%	72	5.05%	101	7.08%
		.50% - <.75%	150	10.51%	110	7.71%
		.75% - <1.00%	29	2.03%	96	6.73%
		>= 1.00%	75	5.25%	633	44.36%
		Total:	406	28.45%	1021	71.55%


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 67, 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-June 2010) and Chair of the Investment Sub- Committee for the Lehigh University Endowment Fund (1998 to 2008).	5	Trustee and Member of the Audit Committee, SPDR Select Sector Trust; Director, Select High Yield Oversees Fund, LLC; Director, Real Estate Information Standards Board.
Ernest J. Scalberg Age 68, 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 the Fisher Graduate School of International Business (2001-2009); 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 69, 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.; Director, Cox Business School, Southern Methodist University.


	Qualified Dividend Income*			Dividends Received Deduction*
db X-trackers 2010 Fund		69	%		59	%
db X-trackers 2020 Fund		100	%		69	%
db X-trackers 2030 Fund		86	%		52	%
db X-trackers 2040 Fund		100	%		70	%
db X-trackers In-Target Fund		100	%		81	%


By (Signature and Title)*		/s/ Alex Depetris
		Alex Depetris
		President and Chief Executive Officer


By (Signature and Title)*		/s/ Michael Gilligan
		Michael Gilligan
		Treasurer, Chief Financial Officer and Controller