N-CSRS 1 sr033109his_hif.htm DWS HIGH INCOME FUND

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D. C. 20549

 

FORM N-CSRS

 

Investment Company Act file number 811-2786

 

DWS High Income Series

(Exact Name of Registrant as Specified in Charter)

 

345 Park Avenue

New York, NY 10154-0004

(Address of principal executive offices)             (Zip code)

 

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

 

Paul Schubert

345 Park Avenue

New York, NY 10154-0004

(Name and Address of Agent for Service)

 

Date of fiscal year end:

09/30

 

Date of reporting period:

3/31/09

 

 

ITEM 1.           REPORT TO STOCKHOLDERS

 


 

MARCH 31, 2009

Semiannual Report
to Shareholders

 

 

DWS High Income Fund

hif_cover10

Contents

4 Performance Summary

7 Information About Your Fund's Expenses

9 Portfolio Management Review

13 Portfolio Summary

15 Investment Portfolio

28 Financial Statements

32 Financial Highlights

36 Notes to Financial Statements

47 Summary of Management Fee Evaluation by Independent Fee Consultant

52 Summary of Administrative Fee Evaluation by Independent Fee Consultant

53 Account Management Resources

54 Privacy Statement

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

Investments in mutual funds involve risk. Some funds have more risk than others. The fund may invest in lower-quality and nonrated securities which present greater risk of loss of principal and interest than higher-quality securities. Additionally, investing in foreign securities presents certain risks, such as currency fluctuation, political and economic changes and market risks. All of these factors may result in greater share price volatility. Bond investments are subject to interest rate risk such that when interest rates rise, the prices of the bonds, and thus the value of the bond fund, can decline and the investor can lose principal value. Please read the fund's prospectus for specific details regarding the fund's risk profile.

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

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

Performance Summary March 31, 2009

All performance shown is historical, assumes reinvestment of all dividend and capital gain distributions, and does not guarantee future results. Investment return and principal value fluctuate with changing market conditions so that, when redeemed, shares may be worth more or less than their original cost. Current performance may be lower or higher than the performance quoted. Please visit www.dws-investments.com for the Fund's most recent month-end performance.

The maximum sales charge for Class A shares is 4.5%. For Class B shares, the maximum contingent deferred sales charge (CDSC) is 4% within the first year after purchase, declining to 0% after six years. Class C shares have no front-end sales charge but redemptions within one year of purchase may be subject to a CDSC of 1%. Unadjusted returns do not reflect sales charges and would have been lower if they had. Institutional Class shares are not subject to sales charges.

The total annual fund operating expense ratios, gross of any fee waivers or expense reimbursements, as stated in the fee table of the prospectus dated February 1, 2009 are 0.96%, 1.78%, 1.72% and 0.67% for Class A, Class B, Class C and Institutional Class shares, respectively. Please see the Information About Your Fund's Expenses, the Financial Highlights and Notes to the Financial Statements (Note C, Related Parties) sections of this report for gross and net expense related disclosure for the period ended March 31, 2009.

To discourage short-term trading, the Fund imposes a 2% redemption fee on shareholders redeeming shares held less than 30 days, which has the effect of lowering total return.

Returns and rankings for the 1-year, 3-year, 5-year and 10-year periods shown reflect a fee waiver and/or expense reimbursement. Without these waivers/reimbursements, returns would have been lower.

Performance figures do not reflect the deduction of taxes that a shareholder would pay on fund distributions or the redemption of fund shares. Returns and rankings may differ by share class.

Average Annual Total Returns (Unadjusted for Sales Charge) as of 3/31/09

DWS High Income Fund

6-Month

1-Year

3-Year

5-Year

10-Year

Class A

-12.41%

-17.43%

-4.68%

.37%

1.85%

Class B

-12.77%

-18.12%

-5.41%

-.42%

1.03%

Class C

-12.70%

-18.00%

-5.32%

-.35%

1.06%

Credit Suisse High Yield Index+

-14.08%

-19.55%

-4.52%

.01%

3.28%

DWS High Income Fund

6-Month

1-Year

3-Year

5-Year

Life of Class*

Institutional Class

-12.23%

-17.13%

-4.31%

.73%

5.33%

Credit Suisse High Yield Index+

-14.08%

-19.55%

-4.52%

.01%

4.96%

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

Total returns shown for periods less than one year are not annualized.
* Institutional Class shares commenced operations on August 19, 2002. Index returns began on August 31, 2002.

Net Asset Value and Distribution Information

 

Class A

Class B

Class C

Institutional Class

Net Asset Value:

3/31/09

$ 3.60

$ 3.60

$ 3.60

$ 3.60

9/30/08

$ 4.32

$ 4.32

$ 4.33

$ 4.33

Distribution Information:

Six Months as of 3/31/09:

Income Dividends

$ .19

$ .17

$ .17

$ .19

March Income Dividend

$ .0312

$ .0287

$ .0290

$ .0322

SEC 30-day Yield++

11.83%

11.60%

11.61%

12.60%

Current Annualized Distribution Rate++

10.40%

9.57%

9.67%

10.73%

++ The SEC yield is net investment income per share earned over the month ended March 31, 2009, shown as the annualized percentage of the maximum offering price per share on the last day of the period. The SEC yield is computed in accordance with a standardized method prescribed by the Securities and Exchange Commission. Current annualized distribution rate is the latest monthly dividend as an annualized percentage of net asset value on March 31, 2009. Distribution rate simply measures the level of dividends and is not a complete measure of performance. Yields and distribution rates are historical, not guaranteed, and will fluctuate.

Class A Lipper Rankings — High Current Yield Funds Category as of 3/31/09

Period

Rank

 

Number of Funds Tracked

Percentile Ranking (%)

1-Year

161

of

461

35

3-Year

170

of

390

44

5-Year

79

of

335

24

10-Year

94

of

207

46

Source: Lipper Inc. Rankings are historical and do not guarantee future results. Rankings are based on total return unadjusted for sales charges with distributions reinvested. If sales charges had been included, rankings might have been less favorable. Rankings are for Class A shares; other share classes may vary.

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

[] DWS High Income Fund — Class A

[] Credit Suisse High Yield Index+

hif_g10k80

Yearly periods ended March 31

The Fund's growth of an assumed $10,000 investment is adjusted for the maximum sales charge of 4.50%. This results in a net initial investment of $9,550.

Comparative Results (Adjusted for Maximum Sales Charge) as of 3/31/09

DWS High Income Fund

1-Year

3-Year

5-Year

10-Year

Class A

Growth of $10,000

$7,885

$8,270

$9,726

$11,474

Average annual total return

-21.15%

-6.14%

-.55%

1.38%

Class B

Growth of $10,000

$7,963

$8,331

$9,724

$11,075

Average annual total return

-20.37%

-5.91%

-.56%

1.03%

Class C

Growth of $10,000

$8,200

$8,487

$9,827

$11,107

Average annual total return

-18.00%

-5.32%

-.35%

1.06%

Credit Suisse High Yield Index+
Growth of $10,000

$8,045

$8,704

$10,007

$13,810

Average annual total return

-19.55%

-4.52%

.01%

3.28%

The growth of $10,000 is cumulative.

+ Credit Suisse High Yield Index is an unmanaged trader-priced portfolio constructed to mirror the global high-yield debt market. Index returns, unlike Fund returns, do not reflect any fees or expenses. It is not possible to invest directly into an index.

Growth of an Assumed $1,000,000 Investment

[] DWS High Income Fund — Institutional Class

[] Credit Suisse High Yield Index+

hif_g10k70

Yearly periods ended March 31

Comparative Results as of 3/31/09

DWS High Income Fund

1-Year

3-Year

5-Year

Life of Class*

Institutional Class

Growth of $1,000,000

$828,700

$876,200

$1,037,100

$1,410,200

Average annual total return

-17.13%

-4.31%

.73%

5.33%

Credit Suisse High Yield Index+
Growth of $1,000,000

$804,500

$870,400

$1,000,700

$1,375,000

Average annual total return

-19.55%

-4.52%

.01%

4.96%

The growth of $1,000,000 is cumulative.

The minimum investment for Institutional Class is $1,000,000.

* Institutional Class shares commenced operations on August 19, 2002. Index returns began on August 31, 2002.
+ Credit Suisse High Yield Index is an unmanaged trader-priced portfolio constructed to mirror the global high-yield debt market. Index returns, unlike Fund returns, do not reflect any fees or expenses. It is not possible to invest directly into an index.

Information About Your Fund's Expenses

As an investor of the Fund, you incur two types of costs: ongoing expenses and transaction costs. Ongoing expenses include management fees, distribution and service (12b-1) fees and other Fund expenses. Examples of transaction costs include sales charges (loads), redemption fees and account maintenance fees, which are not shown in this section. The following tables are intended to help you understand your ongoing expenses (in dollars) of investing in the Fund and to help you compare these expenses with the ongoing expenses of investing in other mutual funds. The example in the table is based on an investment of $1,000 invested at the beginning of the six-month period and held for the entire period (October 1, 2008 to March 31, 2009).

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

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

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

Please note that the expenses shown in these tables are meant to highlight your ongoing expenses only and do not reflect any transaction costs. The "Expenses Paid per $1,000" line of the tables is useful in comparing ongoing expenses only and will not help you determine the relative total expense of owning different funds. If these transaction costs had been included, your costs would have been higher.

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

Actual Fund Return

Class A

Class B

Class C

Institutional Class

Beginning Account Value 10/1/08

$ 1,000.00

$ 1,000.00

$ 1,000.00

$ 1,000.00

Ending Account Value 3/31/09

$ 875.90

$ 872.30

$ 873.00

$ 877.70

Expenses Paid per $1,000*

$ 4.58

$ 8.45

$ 8.13

$ 3.23

Hypothetical 5% Fund Return

Class A

Class B

Class C

Institutional Class

Beginning Account Value 10/1/08

$ 1,000.00

$ 1,000.00

$ 1,000.00

$ 1,000.00

Ending Account Value 3/31/09

$ 1,020.04

$ 1,015.91

$ 1,016.26

$ 1,021.49

Expenses Paid per $1,000*

$ 4.94

$ 9.10

$ 8.75

$ 3.48

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

Annualized Expense Ratios

Class A

Class B

Class C

Institutional Class

DWS High Income Fund

.98%

1.81%

1.74%

.69%

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

Portfolio Management Review

In the following interview, the portfolio management discusses DWS High Income Fund's strategy and the market environment during the six-month period ended March 31, 2009.

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

Q: How did the high-yield bond market perform during the past six months?

A: The semiannual period was characterized by two intervals of highly divergent returns for high-yield bonds. In the first part — the final three months of 2008 — high-yield bonds generated extremely poor performance. The factors weighing on returns during this time were both fundamental and technical in nature. From a fundamental standpoint, a significant slowdown in economic growth raised fears that the high-yield default rate would soar as high as 10% in 2009. As a result, even higher-quality credits were affected by the broader fears about slowing growth. On the technical side, the resurgence of the year-long credit crisis sent investors fleeing into Treasuries, draining liquidity away from the capital markets and severely depressing the returns of higher-risk assets. The Credit Suisse High Yield Index (the fund's benchmark) returned -18.79% during the fourth quarter of 2008, well behind the 4.58% return of the Barclays Capital US Aggregate Bond Index.1

In the second half of the period, high-yield bonds rebounded nicely from their worst-ever calendar year performance in 2008. Although the outlook for the economy remained murky, evidence that a depression scenario was growing increasingly unlikely prompted investors to wade back into the market to take advantage of elevated yields. Investor confidence was also given a boost by the rally in equity prices in March, during which the Standard & Poor's 500 (S&P 500) Index gained an impressive 8.76%.2 With this as the backdrop, the Credit Suisse High Yield Index delivered a positive return of 5.81% in the first quarter of 2009. Lower-quality credits, which were the hardest-hit segment of the market in 2008, outperformed sharply in the recovery.

The volatility in the high-yield market can be illustrated by the movements in the yield spread, or the difference between the yield of the asset class relative to US Treasuries. The yield spread stood at exactly 1,000 basis points (or 10 percentage points) at the beginning of the fourth quarter, then surged to an all-time high above 1,800 basis points in late November. In contrast, the previous all-time high was 1,096 basis points, registered in late 1990. As the market rallied through the first quarter of 2009, the spread fell to 1,495 by the end of March. Even with this decline, the yield spread remains well above its long-term historical average of 582.3

Q: How did the fund perform?

A: The fund's Class A shares produced a negative absolute return of -12.41% during the six-month period ended March 31, 2009. However, this return was well ahead of both the -14.08% return of the benchmark and the -15.35% average return of the funds in its Lipper peer group, High Current Yield Funds.4 We believe the fund's outperformance in a potentially difficult period helps illustrate the value of our emphasis on fundamental credit research.

We are also pleased to report that the fund has outperformed its peer group over the one-, three-, five- and 10-year periods ended March 31, 2009. (Returns are unadjusted for sales charges. If sales charges had been included, returns would have been lower. Past performance is no guarantee of future results. Please see pages 4 to 6 for the performance of other share classes and more complete performance information.)

Q: What individual securities helped performance?

A: From a sector standpoint, the portfolio benefited from its overweight positions in less cyclical groups, such as health care, utilities and wireless telecommunications.5 The leading individual contributors were largely bonds from these sectors, such as Charter Communications Operating LLC, the utilities AES Corp. and Allegheny Energy Supply Co. LLC, L-3 Communications Corp., and HCA, Inc. The strong relative performance of these credits helps illustrate investors' preference for bonds issued by companies with robust cash flows, low cyclicality, attractive yields and good asset coverage (i.e., a high value of assets relative to outstanding debt).

We also added value by avoiding Harrah's Entertainment*, a gaming company that saw its debt load increase significantly after the company was subject to a leveraged buyout. Similarly, the fund's relative performance was helped by holding only a small position in General Motors*, whose bonds weakened on concerns that the company will ultimately be forced into bankruptcy.

Q: What holdings hurt performance?

A: The largest individual detractor was TXU Corp.*, the Texas-based utility that has had its pricing negatively affected by the sharp decline in the price of natural gas. Hawker Beechcraft, Inc., the manufacturer of small airplanes, also underperformed due to the toll that economic weakness has taken on the demand for private jets. The weak economy also weighed on the bonds issued by the mattress company Simmons Co., as the poor housing market led to slowing demand for its products. Lyondell Chemical Co.*, whose bonds have underperformed since a leveraged buyout led to a significant increase in the company's debt load earlier in the year, also was an underperformer of note.

Q: What is your broader view on the high-yield market?

A: We hold a cautiously optimistic outlook on the overall picture for high-yield bonds. Absolute yield levels remain high, which should attract investors on the basis of valuation. We have also witnessed an increase in the new issue market not just for high-grade corporates, but also high-yield. We interpret this as a positive sign because it not only allows corporations to roll over existing debt, but it also helps liquidity levels in the market.

A further positive for high yield is the fact that the market, even after its recent rally, continues to price in an implied default rate of approximately 15%. Historically, when actual default rates turned out to be lower than implied default rates, high-yield bond prices rallied. While we believe defaults will indeed rise from their current level of about 5%, we think current prices may reflect an overly pessimistic view. In other words, the market may react positively if the actual default rate does not climb as high as the implied default rate. Previous highs for the default rate were 13% in 1991 and 11% in 2002.

We therefore hold an increasingly positive view on the outlook for high yield, and we continue to seek outperformance by allocating to areas where we see good risk-adjusted expected returns. We hold a higher-quality bias in the portfolio via an overweight in higher-quality credits and an underweight in lower-quality credits. The fund is also positioned conservatively from a sector standpoint, with overweights in less cyclical industries such as hospitals, cable and telecommunications, and underweights in higher-risk areas such as retail, technology, forest products/paper, gaming and real estate.

Finally, it is important to note that our asset class could see an influx of "fallen angels," or issuers that have been downgraded out of investment-grade status and into high yield. Traditionally, this has provided high-yield investors with a fertile environment in which to find undervalued bonds issued by better-quality companies.

1 The Credit Suisse High Yield Index is an unmanaged, trader-priced portfolio constructed to mirror the global high-yield debt market. The Barclays Capital US Aggregate Bond Index is an unmanaged, market-value-weighted measure of Treasury issues, agency issues, corporate bond issues and mortgage securities. Index returns, unlike fund returns, do not reflect any fees or expenses. It is not possible to invest directly into an index.
2 The Standard & Poor's 500 (S&P) Index represents the US equity market in general. Index returns, unlike fund returns, do not reflect any fees or expenses. It is not possible to invest directly into an index.
3 The long-term historical spread is based upon the average monthly yield spread of the Credit Suisse High-Yield Index from January 31, 1986 to March 31, 2009. The yield spread is the difference between the yield of a given fixed-income asset class and the yield on Treasuries. A large spread indicates that investors require yields substantially above those of Treasuries in order to invest in high-yield bonds. This is generally indicative of a higher-risk environment. A smaller spread generally indicates a more positive environment, since investors are less concerned about risk and therefore willing to accept lower yields.
Source: Credit Suisse.
4 Lipper's High Current Yield Funds category represents funds that aim at a high (relative) current yield from fixed-income securities, have no quality or maturity restrictions and tend to invest in lower grade debt issues. Category returns assume reinvestment of dividends. It is not possible to invest directly into a Lipper category.
5 "Overweight" means the fund holds a higher weighting in a given sector or security than the benchmark. "Underweight" means the fund holds a lower weighting.
* Not held in the portfolio as of March 31, 2009.

Portfolio Summary

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

3/31/09

9/30/08

 

 

 

Corporate Bonds

89%

90%

Loan Participants and Assignments

7%

7%

Cash Equivalents

4%

3%

 

100%

100%

Corporate Bond Diversification

(As a % of Investment Portfolio excluding Cash Equivalents and Securities Lending Collateral)

3/31/09

9/30/08

 

 

 

Consumer Discretionary

15%

16%

Utilities

14%

12%

Energy

14%

14%

Financials

12%

11%

Telecommunication Services

12%

9%

Materials

11%

13%

Health Care

8%

7%

Industrials

8%

11%

Information Technology

3%

4%

Consumer Staples

3%

3%

 

100%

100%

Quality

3/31/09

9/30/08

 

 

 

Cash Equivalents

3%

2%

BBB

12%

9%

BB

36%

35%

B

36%

46%

CCC

9%

5%

CC

1%

D

1%

1%

Not Rated

2%

2%

 

100%

100%

Asset allocation, corporate bond diversification and quality are subject to change.

The quality ratings represents the lower of Moody's Investors Service, Inc. ("Moody's") or Standard & Poor's Corporation ("S&P") credit ratings. The ratings of Moody's and S&P represent their opinions as to the quality of the securities they rate. Ratings are relative and subjective and are not absolute standards of quality. The Fund's credit quality does not remove market risk.

Effective Maturity

3/31/09

9/30/08

 

 

 

Less than 1 year

5%

3%

1-4.99 years

46%

35%

5-6.99 years

30%

35%

7 years or greater

19%

27%

 

100%

100%

Weighted average effective maturity: 5.2 and 5.9 years, respectively.

Effective maturity is subject to change.

For complete details about the Fund's investment portfolio, see page 15. A quarterly Fact Sheet is available upon request. A complete list of the Fund's portfolio holdings is posted as of the month end on www.dws-investments.com on or about the 15th day of the following month. More frequent posting of portfolio holdings information may be made from time to time on www.dws-investments.com. Please see the Account Management Resources section for contact information.

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

Investment Portfolio as of March 31, 2009 (Unaudited)

 

Principal Amount ($)(a)

Value ($)

 

 

Corporate Bonds 86.4%

Consumer Discretionary 11.4%

AMC Entertainment, Inc., 8.0%, 3/1/2014

5,958,000

4,885,559

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

1,720,000

1,247,000

American Achievement Group Holding Corp., 16.75%, 10/1/2012 (PIK)

3,233,900

485,085

Asbury Automotive Group, Inc.:

 

 

7.625%, 3/15/2017

3,990,000

1,875,300

8.0%, 3/15/2014

1,710,000

829,350

Ashtead Holdings PLC, 144A, 8.625%, 8/1/2015

4,040,000

2,302,800

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

2,875,000

201,250

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

1,810,000

1,556,600

Cox Communications, Inc., 144A, 9.375%, 1/15/2019

3,935,000

4,215,750

CSC Holdings, Inc.:

 

 

6.75%, 4/15/2012 (b)

2,850,000

2,743,125

Series B, 7.625%, 4/1/2011

8,200,000

8,138,500

144A, 8.5%, 4/15/2014

4,720,000

4,649,200

144A, 8.5%, 6/15/2015

3,410,000

3,333,275

144A, 8.625%, 2/15/2019

1,235,000

1,188,688

DIRECTV Holdings LLC, 7.625%, 5/15/2016

6,875,000

6,737,500

DISH DBS Corp.:

 

 

6.375%, 10/1/2011(b)

9,990,000

9,640,350

6.625%, 10/1/2014

4,985,000

4,461,575

7.125%, 2/1/2016

1,820,000

1,628,900

Dollarama Group Holdings LP, 8.573%***, 8/15/2012 (c)

2,705,000

1,217,250

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

3,640,000

109,200

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

3,395,000

2,444,400

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

1,700,000

1,309,000

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

10,460,000

6,341,375

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

7,330,000

192,413

Indianapolis Downs LLC, 144A, 11.0%, 11/1/2012

2,255,000

1,206,425

Inergy LP, 144A, 8.75%, 3/1/2015

1,245,000

1,201,425

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

1,949,000

1,149,910

Kabel Deutschland GmbH, 10.625%, 7/1/2014

4,913,000

4,962,130

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

2,270,000

1,634,400

Mediacom Broadband LLC, 8.5%, 10/15/2015 (b)

2,690,000

2,421,000

MTR Gaming Group, Inc., Series B, 9.75%, 4/1/2010

5,010,000

3,757,500

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

9,580,000

7,568,200

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

6,750,000

3,375,000

Pinnacle Entertainment, Inc.:

 

 

7.5%, 6/15/2015

850,000

527,000

8.75%, 10/1/2013

1,510,000

1,328,800

Quebecor Media, Inc., 7.75%, 3/15/2016

2,290,000

1,740,400

Quebecor World, Inc., 144A, 9.75%, 1/15/2015**

2,830,000

99,050

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

2,505,000

144,038

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

3,160,000

1,200,800

Seminole Hard Rock Entertainment, Inc., 144A, 3.82%***, 3/15/2014

3,960,000

2,059,200

Shaw Communications, Inc., 8.25%, 4/11/2010

4,320,000

4,320,000

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

2,830,000

1,174,450

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

11,875,000

118,750

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

3,420,000

1,008,900

Travelport LLC:

 

 

5.886%***, 9/1/2014

2,640,000

844,800

9.875%, 9/1/2014

530,000

209,350

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

855,000

68,400

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

570,000

222,300

Unity Media GmbH:

 

 

144A, 8.75%, 2/15/2015 EUR

9,875,000

11,545,534

144A, 10.375%, 2/15/2015

2,260,000

2,056,600

UPC Holding BV:

 

 

144A, 7.75%, 1/15/2014 EUR

3,405,000

3,777,442

144A, 8.0%, 11/1/2016 EUR

1,700,000

1,727,844

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

1,340,035

11,725

Videotron Ltd.:

 

 

6.875%, 1/15/2014

610,000

576,450

144A, 9.125%, 4/15/2018

3,625,000

3,683,906

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

15,800,000

1,738

 

137,456,912

Consumer Staples 2.7%

Alliance One International, Inc., 8.5%, 5/15/2012

2,075,000

1,763,750

Delhaize America, Inc.:

 

 

8.05%, 4/15/2027

1,070,000

1,038,360

9.0%, 4/15/2031

7,709,000

8,193,526

General Nutrition Centers, Inc.,
6.404%***, 3/15/2014 (PIK)

1,960,000

1,205,400

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

13,632,250

6,134,513

Tyson Foods, Inc., 144A, 10.5%, 3/1/2014

3,095,000

3,156,900

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

18,895,000

11,337,000

 

32,829,449

Energy 12.8%

Atlas Energy Resources LLC, 144A, 10.75%, 2/1/2018

7,030,000

5,131,900

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

15,945,000

11,081,775

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

3,505,000

2,628,750

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

5,225,000

1,802,625

Chesapeake Energy Corp.:

 

 

6.25%, 1/15/2018 (b)

4,210,000

3,283,800

6.875%, 1/15/2016

11,150,000

9,366,000

7.25%, 12/15/2018

5,950,000

4,886,437

7.5%, 6/15/2014

1,450,000

1,308,625

9.5%, 2/15/2015

570,000

554,325

Colorado Interstate Gas Co., 6.8%, 11/15/2015

1,765,000

1,654,500

Delta Petroleum Corp., 7.0%, 4/1/2015

5,675,000

1,816,000

Dynegy Holdings, Inc., 6.875%, 4/1/2011 (b)

1,130,000

1,005,700

El Paso Corp.:

 

 

7.25%, 6/1/2018

7,950,000

6,757,500

7.75%, 6/15/2010

3,245,000

3,197,039

8.25%, 2/15/2016

2,455,000

2,295,425

9.625%, 5/15/2012

2,325,000

2,231,582

EXCO Resources, Inc., 7.25%, 1/15/2011

4,703,000

3,644,825

Forest Oil Corp.:

 

 

144A, 7.25%, 6/15/2019

1,745,000

1,378,550

144A, 8.5%, 2/15/2014

1,270,000

1,177,925

Frontier Oil Corp.:

 

 

6.625%, 10/1/2011

2,495,000

2,432,625

8.5%, 9/15/2016

4,580,000

4,511,300

GulfSouth Pipeline Co., LP, 144A, 5.75%, 8/15/2012

820,000

753,378

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

13,015,000

11,778,575

Mariner Energy, Inc.:

 

 

7.5%, 4/15/2013

2,850,000

2,109,000

8.0%, 5/15/2017

3,660,000

2,415,600

Newfield Exploration Co., 7.125%, 5/15/2018 (b)

5,250,000

4,646,250

OPTI Canada, Inc.:

 

 

7.875%, 12/15/2014

4,465,000

1,953,438

8.25%, 12/15/2014

8,600,000

3,848,500

Petrohawk Energy Corp.:

 

 

144A, 7.875%, 6/1/2015

1,785,000

1,570,800

9.125%, 7/15/2013

3,295,000

3,163,200

144A, 10.5%, 8/1/2014

2,225,000

2,213,875

Plains Exploration & Production Co.:

 

 

7.0%, 3/15/2017

3,000,000

2,385,000

7.625%, 6/1/2018

5,955,000

4,823,550

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

8,385,000

3,982,875

Stallion Oilfield Services, 144A, 9.75%, 2/1/2015

1,925,000

240,625

Stone Energy Corp.:

 

 

6.75%, 12/15/2014

5,935,000

2,344,325

8.25%, 12/15/2011

9,440,000

4,956,000

Tennessee Gas Pipeline Co.:

 

 

7.625%, 4/1/2037

1,335,000

1,151,976

144A, 8.0%, 2/1/2016

790,000

790,000

TEPPCO Partners LP, 7.625%, 2/15/2012

3,345,000

3,310,138

Tesoro Corp., 6.5%, 6/1/2017

8,481,000

6,403,155

Whiting Petroleum Corp.:

 

 

7.25%, 5/1/2012

6,195,000

5,095,387

7.25%, 5/1/2013

820,000

643,700

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

10,576,000

10,734,640

 

153,461,195

Financials 11.2%

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

7,335,000

2,823,975

Ashton Woods USA LLC, 144A, Step-up Coupon, 0% to 2/24/2012, 11.0% to 6/30/2015

4,745,000

1,730,976

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

1,705,000

102,300

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

10,948,204

11,386,132

Eaton Vance Corp., CDO II, Series C-X, 13.68%, 7/15/2012**

2,697,790

0

Ford Motor Credit Co., LLC:

 

 

7.25%, 10/25/2011

23,115,000

16,456,863

7.875%, 6/15/2010

4,625,000

3,822,123

Fresenius US Finance II, Inc., 144A, 9.0%, 7/15/2015

3,340,000

3,473,600

GMAC LLC:

 

 

2.488%***, 5/15/2009

6,935,000

6,588,250

2.788%***, 6/30/2009 EUR

1,010,000

1,209,375

144A, 6.875%, 9/15/2011

18,915,000

13,441,377

144A, 7.75%, 1/19/2010

8,790,000

7,384,655

7.75%, 1/19/2010 (b)

2,020,000

1,577,816

Hawker Beechcraft Acquisition Co., LLC, 8.875%, 4/1/2015 (PIK)

5,440,000

612,000

Hexion US Finance Corp., 9.75%, 11/15/2014

1,675,000

368,500

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

9,996,000

10,245,900

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

3,155,000

1,640,600

Local TV Finance LLC, 144A, 9.25%, 6/15/2015 (PIK)

2,890,000

289,000

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

4,710,000

70,650

NiSource Finance Corp.:

 

 

6.15%, 3/1/2013

405,000

353,731

7.875%, 11/15/2010

5,795,000

5,694,445

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

2,910,000

1,862,400

Qwest Capital Funding, Inc., 7.0%, 8/3/2009

3,280,000

3,271,800

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

740,000

754,800

Sprint Capital Corp.:

 

 

7.625%, 1/30/2011

10,185,000

9,421,125

8.375%, 3/15/2012

4,240,000

3,816,000

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

8,975,000

22,438

UCI Holdco, Inc., 9.32%***, 12/15/2013 (PIK)

4,440,161

355,213

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

15,045,000

12,901,087

Williams Companies, Inc., Credit Linked Certificate Trust, 144A, 6.75%, 4/15/2009

30,000

29,925

Wind Acquisition Finance SA:

 

 

144A, 9.75%, 12/1/2015 EUR

11,165,000

12,979,591

144A, 10.75%, 12/1/2015

164,000

162,360

 

134,849,007

Health Care 6.0%

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

4,603,000

4,464,910

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

17,690,000

16,717,050

HCA, Inc.:

 

 

9.125%, 11/15/2014

4,520,000

4,248,800

9.25%, 11/15/2016

16,410,000

14,933,100

9.625%, 11/15/2016 (PIK)

6,190,000

4,936,525

144A, 9.875%, 2/15/2017 (b)

270,000

255,150

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

2,380,000

2,332,400

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

4,180,000

3,929,200

Psychiatric Solutions, Inc., 7.75%, 7/15/2015 (b)

1,260,000

1,137,150

Surgical Care Affiliates, Inc., 144A,
8.875%, 7/15/2015 (PIK)

3,435,000

1,992,300

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

5,700,000

5,144,250

Vanguard Health Holding Co. I, LLC, Step-up Coupon, 0% to 10/1/2009, 11.25% to 10/1/2015

3,940,000

3,270,200

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

9,430,000

8,321,975

 

71,683,010

Industrials 7.5%

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

2,290,000

1,940,775

Allied Waste North America, Inc., 6.5%, 11/15/2010

2,030,000

2,019,850

ARAMARK Corp., 8.5%, 2/1/2015 (b)

5,830,000

5,363,600

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

1,000,000

833,750

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

2,840,000

2,328,800

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

9,378,000

8,227,385

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

910,000

510,738

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

6,765,000

2,029,500

Esco Corp.:

 

 

144A, 5.195%***, 12/15/2013

1,875,000

1,181,250

144A, 8.625%, 12/15/2013

5,635,000

4,282,600

General Cable Corp., 3.81%***, 4/1/2015

4,305,000

3,045,787

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

2,365,000

1,892,000

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

3,470,000

1,214,500

Kansas City Southern de Mexico SA de CV:

 

 

7.375%, 6/1/2014

4,875,000

3,851,250

7.625%, 12/1/2013

7,670,000

6,212,700

9.375%, 5/1/2012

11,895,000

10,824,450

Kansas City Southern Railway Co., 8.0%, 6/1/2015 (b)

5,425,000

4,489,187

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

3,435,000

2,550,488

Moog, Inc., 144A, 7.25%, 6/15/2018

1,170,000

1,079,325

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

4,505,000

2,567,850

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

9,460,000

520,300

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

2,575,000

2,085,750

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

10,405,000

8,115,900

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

1,705,000

1,589,913

United Rentals North America, Inc.:

 

 

6.5%, 2/15/2012

5,955,000

4,764,000

7.0%, 2/15/2014

8,020,000

4,050,100

US Concrete, Inc., 8.375%, 4/1/2014

3,219,000

1,287,600

Vought Aircraft Industries, Inc., 8.0%, 7/15/2011

1,820,000

709,800

 

89,569,148

Information Technology 3.3%

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

9,440,000

3,587,200

Alion Science and Technology Corp., 10.25%, 2/1/2015

2,790,000

418,500

L-3 Communications Corp.:

 

 

5.875%, 1/15/2015

9,690,000

8,987,475

Series B, 6.375%, 10/15/2015 (b)

4,430,000

4,175,275

7.625%, 6/15/2012(b)

12,400,000

12,446,500

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

3,985,000

3,242,794

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

7,495,000

5,246,500

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

2,270,000

1,475,500

 

39,579,744

Materials 9.2%

Appleton Papers, Inc., Series B, 8.125%, 6/15/2011

1,665,000

1,003,163

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

24,081,000

2,408,100

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

3,583,000

1,997,522

Chemtura Corp., 6.875%, 6/1/2016**

3,152,000

1,418,400

Clondalkin Acquisition BV, 144A, 3.32%***, 12/15/2013

3,860,000

2,422,150

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

6,415,000

3,015,050

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

9,845,000

4,479,475

Freeport-McMoRan Copper & Gold, Inc.:

 

 

6.875%, 2/1/2014 (b)

655,000

641,900

8.25%, 4/1/2015 (b)

8,060,000

7,717,450

8.375%, 4/1/2017

15,834,000

14,804,790

GEO Specialty Chemicals, Inc.:

 

 

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

7,106,782

3,553,391

10.0%***, 3/31/2015

7,174,400

3,587,200

Georgia-Pacific LLC:

 

 

144A, 7.125%, 1/15/2017

3,515,000

3,251,375

9.5%, 12/1/2011

2,385,000

2,382,019

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

11,780,000

9,954,100

Huntsman LLC, 11.625%, 10/15/2010

12,691,000

12,564,090

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

1,485,000

1,217,700

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

8,755,000

7,135,325

Metals USA Holdings Corp.,
7.435%***, 7/1/2012 (PIK)

1,972,236

463,475

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

1,450,000

485,750

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

6,860,000

5,436,550

NewPage Corp., 10.0%, 5/1/2012

5,620,000

1,952,950

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

7

3

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

1,510,000

1,888

Rhodia SA, 144A, 5.362%***, 10/15/2013 EUR

265,000

183,081

Terra Capital, Inc., Series B, 7.0%, 2/1/2017

6,249,000

5,749,080

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

8,885,000

8,707,300

Witco Corp., 6.875%, 2/1/2026**

1,147,000

298,220

Wolverine Tube, Inc., 10.5%, 4/1/2009

5,130,000

4,411,800

 

111,243,297

Telecommunication Services 11.0%

BCM Ireland Preferred Equity Ltd., 144A, 8.959%***, 2/15/2017 (PIK) EUR

3,563,940

183,726

Centennial Communications Corp.:

 

 

10.0%, 1/1/2013

2,155,000

2,289,687

10.125%, 6/15/2013

5,040,000

5,216,400

Cincinnati Bell, Inc.:

 

 

7.25%, 7/15/2013

8,225,000

7,854,875

8.375%, 1/15/2014 (b)

3,295,000

3,097,300

Cricket Communications, Inc.:

 

 

9.375%, 11/1/2014

7,565,000

7,205,662

144A, 10.0%, 7/15/2015

2,380,000

2,290,750

Crown Castle International Corp., 9.0%, 1/15/2015 (b)

6,170,000

6,185,425

Frontier Communications Corp.:

 

 

6.25%, 1/15/2013 (b)

3,318,000

3,006,937

9.25%, 5/15/2011

2,045,000

2,075,675

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

1,566,608

751,972

Hellas Telecommunications Luxembourg V, 144A, 6.112%***, 10/15/2012 EUR

1,625,000

1,047,103

Intelsat Corp.:

 

 

144A, 9.25%, 8/15/2014

1,180,000

1,109,200

144A, 9.25%, 6/15/2016

13,985,000

12,936,125

Intelsat Jackson Holdings Ltd., 11.25%, 6/15/2016

1,750,000

1,697,500

Intelsat Subsidiary Holding Co., Ltd.:

 

 

144A, 8.875%, 1/15/2015

7,115,000

6,634,737

Series B, 144A, 8.875%, 1/15/2015

1,600,000

1,484,000

iPCS, Inc., 3.295%***, 5/1/2013 (b)

1,465,000

1,098,750

MetroPCS Wireless, Inc.:

 

 

144A, 9.25%, 11/1/2014

3,285,000

3,170,025

9.25%, 11/1/2014

8,270,000

8,021,900

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

12,320,000

12,042,800

Qwest Corp.:

 

 

7.25%, 9/15/2025

1,005,000

663,300

7.875%, 9/1/2011

7,995,000

7,875,075

8.875%, 3/15/2012

1,720,000

1,698,500

Sprint Nextel Corp., 6.0%, 12/1/2016

4,275,000

3,056,625

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

2,205,000

2,050,650

Telesat Canada, 144A, 11.0%, 11/1/2015

9,710,000

8,059,300

Virgin Media Finance PLC:

 

 

8.75%, 4/15/2014 EUR

1,980,000

2,328,106

8.75%, 4/15/2014

14,366,000

13,575,870

Windstream Corp.:

 

 

7.0%, 3/15/2019

3,405,000

2,996,400

8.625%, 8/1/2016

575,000

564,938

 

132,269,313

Utilities 11.3%

AES Corp.:

 

 

8.0%, 10/15/2017

2,680,000

2,298,100

144A, 8.0%, 6/1/2020

5,840,000

4,730,400

144A, 8.75%, 5/15/2013

18,610,000

18,330,850

9.5%, 6/1/2009

4,965,000

4,958,794

Allegheny Energy Supply Co., LLC, 144A,
8.25%, 4/15/2012

25,320,000

25,609,129

CMS Energy Corp., 8.5%, 4/15/2011

13,575,000

13,647,137

Edison Mission Energy, 7.0%, 5/15/2017

3,950,000

2,883,500

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

4,455,000

2,873,475

IPALCO Enterprises, Inc., 144A, 7.25%, 4/1/2016

2,675,000

2,367,375

Knight, Inc., 6.5%, 9/1/2012

5,268,000

4,912,410

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

10,410,000

10,097,700

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

2,235,000

2,022,675

NRG Energy, Inc.:

 

 

7.25%, 2/1/2014

6,795,000

6,387,300

7.375%, 2/1/2016

6,050,000

5,626,500

7.375%, 1/15/2017

5,295,000

4,924,350

NV Energy, Inc.:

 

 

6.75%, 8/15/2017

6,710,000

5,325,291

8.625%, 3/15/2014

1,263,000

1,190,382

Oncor Electric Delivery Co., 7.0%, 9/1/2022

2,415,000

2,252,048

Regency Energy Partners LP, 8.375%, 12/15/2013

4,020,000

3,417,000

Reliant Energy, Inc., 7.875%, 6/15/2017

4,485,000

3,543,150

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

15,795,000

7,897,500

 

135,295,066

Total Corporate Bonds (Cost $1,385,761,973)

1,038,236,141

Loan Participations and Assignments 7.2%

Senior Loans***

Alliance Mortgage Cycle Loan, Term Loan A, LIBOR plus 7.25%, 9.222%, 6/1/2010**

3,500,000

0

Buffets, Inc.:

 

 

Debtor in Possession Term Loan, LIBOR plus 7.25%, 9.222%, 4/30/2009 (PIK)

2,533,267

208,995

Tranche 3, LIBOR plus 7.25%, 9.222%, 4/30/2009 (PIK)

252,196

20,806

Letter of Credit, LIBOR minus 0.1%, 1.872%, 5/1/2013

726,442

59,931

Term Loan B, LIBOR plus 7.25%, 9.222%, 11/1/2013 (PIK)

5,269,597

434,741

Charter Communications Operating LLC:

 

 

Term Loan, LIBOR plus 2.0%, 3.972%, 3/6/2014

18,300,764

14,922,718

Incremental Term Loan, LIBOR plus 5.0%, 6.972%, 3/6/2014

10,019,740

9,268,260

Community Health Systems, Inc.:

 

 

Term Delayed Draw, LIBOR plus 2.25%, 4.222%, 7/25/2014

254,800

220,649

Term Loan B, LIBOR plus 2.25%, 4.222%, 7/25/2014

4,993,923

4,324,587

Energy Future Holdings Corp.:

 

 

Term Loan B2, LIBOR plus 3.5%, 5.472%, 10/14/2014

10,971,025

7,258,759

Term Loan B3, LIBOR plus 3.5%, 5.472%, 10/14/2014

23,882,488

15,732,589

Essar Steel Algoma, Inc., Term Loan B, LIBOR plus 2.5%, 4.472%, 6/20/2013

2,256,144

1,223,959

General Nutrition Centers, Inc., Term Loan B, LIBOR plus 2.25%, 4.222%, 9/16/2013

1,688,518

1,249,503

Golden Nugget, Inc., Second Lien Term Loan, LIBOR plus 3.25%, 5.222%, 12/31/2014

3,314,692

513,777

Hawker Beechcraft, Inc.:

 

 

Letter of Credit, 1.972%, 3/26/2014

322,052

147,965

Term Loan, LIBOR plus 2.0%, 3.972%, 3/26/2014

5,496,853

2,525,502

HCA, Inc., Term Loan A, LIBOR plus 2.0%, 3.972%, 11/16/2012

13,657,248

11,847,663

Hexion Specialty Chemicals:

 

 

Term Loan C1, LIBOR plus 2.25%, 4.222%, 5/5/2013

7,939,252

2,794,617

Term Loan C2, LIBOR plus 2.25%, 4.222%, 5/5/2013

1,999,816

703,935

IASIS Healthcare LLC, Term Loan, LIBOR plus 5.25%, 7.222%, 6/13/2014 (PIK)

3,956,244

1,681,404

Longview Power LLC:

 

 

Term Delayed Draw, LIBOR plus 2.25%, 4.222%, 2/28/2014

360,800

256,168

Term Loan B, LIBOR plus 2.25%, 4.222%, 2/28/2014

311,400

221,094

Letter of Credit, LIBOR plus 2.25%, 4.222%, 2/28/2014

103,800

73,698

Sabre, Inc., Term Loan B, LIBOR plus 2.0%, 3.972%, 9/30/2014

2,784,229

1,477,395

Symbion, Inc.:

 

 

Term Loan A, LIBOR plus 3.25%, 5.222%, 8/23/2013

1,281,052

868,983

Term Loan B, LIBOR plus 3.25%, 5.222%, 8/23/2014

1,281,052

868,983

Telesat Canada:

 

 

Term Delayed Draw, LIBOR plus 3.0%, 4.972%, 10/31/2014

191,943

168,601

Term Loan B, LIBOR plus 3.0%, 4.972%, 10/31/2014

2,228,766

1,957,725

Toys "R" Us, Term Loan B, LIBOR plus 4.25%, 6.222%, 7/19/2012

3,980,100

2,282,587

Tribune Co., Term Loan B, LIBOR plus 3.0%, 4.972%, 6/4/2014**

5,678,125

1,531,078

Univision Communications, Inc., Term Loan B, LIBOR plus 2.25%, 4.222%, 9/29/2014

4,500,000

2,292,503

Total Loan Participations and Assignments (Cost $131,596,533)

87,139,175

 

Preferred Security 0.1%

Financials

Xerox Capital Trust I, 8.0%, 2/1/2027 (b) (Cost $2,112,300)

2,025,000

1,426,147

 


Units

Value ($)

 

 

Other Investments 0.1%

Materials

Hercules, Inc., (Bond Unit), 6.5%, 6/30/2029 (Cost $5,741,095)

6,700,000

1,675,000

 


Shares

Value ($)

 

 

Common Stocks 0.0%

Consumer Discretionary 0.0%

Vertis Holdings, Inc.*

66,836

0

Financials 0.0%

Ashton Woods "B"*

1

0

Materials 0.0%

GEO Specialty Chemicals, Inc.*

136,705

116,199

GEO Specialty Chemicals, Inc. 144A*

12,448

10,581

 

126,780

Total Common Stocks (Cost $1,635,755)

126,780

 

Preferred Stocks 0.0%

Consumer Discretionary

 

 

ION Media Networks, Inc.:

 

 

144A, 12.0%*

65,016

0

Series AI, 12.0%*

30,003

0

Total Preferred Stocks (Cost $272,426)

0

 

Warrants 0.0%

Financials 0.0%

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

911,300

94,950

Industrials 0.0%

Dayton Superior Corp. 144A, Expiration Date 6/15/2009*

560

0

Total Warrants (Cost $6)

94,950

 

Securities Lending Collateral 2.6%

Daily Assets Fund Institutional, 0.78% (d) (e) (Cost $31,843,765)

31,843,765

31,843,765

 

Cash Equivalents 3.5%

Cash Management QP Trust, 0.53% (d) (Cost $42,265,463)

42,265,463

42,265,463

 

% of Net Assets

Value ($)

 

 

Total Investment Portfolio (Cost $1,601,229,316)+

99.9

1,202,807,421

Other Assets and Liabilities, Net

0.1

1,188,227

Net Assets

100.0

1,203,995,648

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

Securities

Coupon

Maturity Date

Principal Amount ($)

Acquisition Cost ($)

Value ($)

Alliance Mortgage Cycle Loan

9.222%

6/1/2010

3,500,000

USD

3,508,969

0

ARCO Chemical Co.

9.8%

2/1/2020

24,081,000

USD

25,568,039

2,408,100

CanWest MediaWorks LP

9.25%

8/1/2015

2,875,000

USD

2,875,000

201,250

Chemtura Corp

6.875%

6/1/2016

3,152,000

USD

3,129,085

1,418,400

Congoleum Corp.

8.625%

8/1/2008

6,765,000

USD

6,665,724

2,029,500

Eaton Vance Corp., CDO II

13.68%

7/15/2012

2,697,790

USD

1,697,739

0

Idearc, Inc.

8.0%

11/15/2016

7,330,000

USD

7,435,188

192,413

New ASAT (Finance) Ltd.

9.25%

2/1/2011

4,710,000

USD

4,145,019

70,650

Pliant Corp.

11.85%

6/15/2009

7

USD

8

3

Quebecor World, Inc.

9.75%

1/15/2015

2,830,000

USD

2,830,000

99,050

Radnor Holdings Corp.

11.0%

3/15/2010

1,510,000

USD

1,333,438

1,888

Tribune Co.

4.972%

6/4/2014

5,678,125

USD

5,674,576

1,531,078

Tropicana Entertainment LLC

9.625%

12/15/2014

8,975,000

USD

7,018,944

22,438

Trump Entertainment Resorts, Inc.

8.5%

6/1/2015

855,000

USD

869,813

68,400

Witco Corp.

6.875%

2/1/2026

1,147,000

USD

1,071,838

298,220

Young Broadcasting, Inc.

8.75%

1/15/2014

15,800,000

USD

15,022,233

1,738

 

 

 

 

 

88,845,613

8,343,128

*** Floating rate notes are securities whose yields vary with a designated market index or market rate, such as the coupon-equivalent of the US Treasury bill rate. These securities are shown at their current rate as of March 31, 2009.
+ The cost for federal income tax purposes was $1,612,901,708. At March 31, 2009, net unrealized depreciation for all securities based on tax cost was $410,094,287. This consisted of aggregate gross unrealized appreciation for all securities in which there was an excess of value over tax cost of $6,451,736 and aggregate gross unrealized depreciation for all securities in which there was an excess of tax cost over value of $416,546,023.
(a) Principal amount stated in US dollars unless otherwise noted.
(b) All or a portion of these securities were on loan (see Notes to Financial Statements). The value of all securities loaned at March 31, 2009 amounted to $30,559,361, which is 2.5% of net assets.
(c) Security has deferred its 6/15/2008 and 12/15/2008 interest payments until 6/30/2009.
(d) Affiliated fund managed by Deutsche Investment Management Americas Inc. The rate shown is the annualized seven-day yield at period end.
(e) Represents collateral held in connection with securities lending. Income earned by the Fund is net of borrower rebates.

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

CDO: Collateralized Debt Obligation.
LIBOR: Represents the London InterBank Offered Rate.
PIK: Denotes that all or a portion of the income is paid in kind.

REG S: Securities sold under Regulation S may not be offered, sold or delivered within the United States or to, or for the account or benefit of, US persons, except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act of 1933.

At March 31, 2009, the Fund had the following open forward foreign currency exchange contracts:

Contracts to Deliver

 

In Exchange For

 

Settlement Date

Unrealized Appreciation ($)

EUR

3,153,300

 
USD

4,207,478

 

4/20/2009

18,213

Contracts to Deliver

 

In Exchange For

 

Settlement Date

Unrealized Depreciation ($)

EUR

23,687,800

 
USD

31,085,026

 

4/20/2009

(385,005)

Currency Abbreviations

EUR Euro
USD United States Dollar

Fair Value Measurements

Financial Accounting Standards Board Statement of Financial Accounting Standards No. 157, "Fair Value Measurements," establishes a three-tier hierarchy for measuring fair value and requires additional disclosure about the classification of fair value measurements.

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

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

Valuation Inputs

Investments in Securities

Other Financial Instruments++

Level 1

$ 31,843,765

$ —

Level 2

1,162,205,925

(366,792)

Level 3

8,757,731

Total

$ 1,202,807,421

$ (366,792)

++ Other financial instruments are derivative instruments not reflected in the Investment Portfolio, such as forward foreign currency exchange contracts, which are valued at the unrealized appreciation (depreciation) on the instrument.

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

 

Investments in Securities

Balance as of September 30, 2008

9,253,536

Net realized gain (loss)

(166,054)

Change in unrealized appreciation (depreciation)

(8,617,012)

Amortization premium/discount

68,343

Net purchases (sales)

1,448,002

Net transfers in (out) of Level 3

6,770,916

Balance as of March 31, 2009

$ 8,757,731

Net change in unrealized appreciation (depreciation) from investments still held as of March 31, 2009

$ (8,495,580)

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

Financial Statements

Statement of Assets and Liabilities as of March 31, 2009 (Unaudited)

Assets

Investments:

Investments in securities, at value (cost $1,527,120,088) — including $30,559,361 of securities loaned

$ 1,128,698,193

Investment in Daily Assets Fund Institutional (cost $31,843,765)*

31,843,765

Investment in Cash Management QP Trust (cost $42,265,463)

42,265,463

Total investments, at value (cost $1,601,229,316)

1,202,807,421

Cash

4,367,837

Foreign currency at value (cost $21,523)

21,704

Deposits with brokers for credit default swap contracts

1,073,000

Receivable for investments sold

8,568,932

Receivable for Fund shares sold

9,402,078

Interest receivable

34,572,839

Unrealized appreciation on forward foreign currency exchange contracts

18,213

Other assets

60,668

Total assets

1,260,892,692

Liabilities

Payable upon return of securities loaned

31,843,765

Payable for investments purchased

21,356,957

Payable for Fund shares redeemed

1,508,536

Net payable for closed credit default swap contracts

85,446

Unrealized depreciation on forward foreign currency exchange contracts

385,005

Accrued management fee

500,476

Other accrued expenses and payables

1,216,859

Total liabilities

56,897,044

Net assets, at value

$ 1,203,995,648

Net Assets Consist of

Accumulated distributions in excess of net investment income

(3,871,816)

Net unrealized appreciation (depreciation) on:

Investments

(398,421,895)

Foreign currency

(329,960)

Accumulated net realized gain (loss)

(1,641,627,148)

Paid-in capital

3,248,246,467

Net assets, at value

$ 1,203,995,648

* Represents collateral on securities loaned.

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

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

Net Asset Value

Class A

Net Asset Value and redemption price(a) per share ($1,011,157,641 ÷ 280,822,483 outstanding shares of beneficial interest, no par value, unlimited number of shares authorized)

$ 3.60

Maximum offering price per share (100 ÷ 95.50 of $3.60)

$ 3.77

Class B

Net Asset Value, offering and redemption price(a) (subject to contingent deferred sales charge) per share ($41,422,682 ÷ 11,508,285 outstanding shares of beneficial interest, no par value, unlimited number of shares authorized)

$ 3.60

Class C

Net Asset Value, offering and redemption price(a) (subject to contingent deferred sales charge) per share ($87,134,330 ÷ 24,170,605 outstanding shares of beneficial interest, no par value, unlimited number of shares authorized)

$ 3.60

Institutional Class

Net Asset Value, offering and redemption price(a) per share ($64,280,995 ÷ 17,832,694 outstanding shares of beneficial interest, no par value, unlimited number of shares authorized)

$ 3.60

(a) Redemption price per share for shares held less than 30 days is equal to net asset value less a 2% redemption fee.

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

Statement of Operations for the six months ended March 31, 2009 (Unaudited)

Investment Income

Income:
Interest (net of foreign taxes withheld of $26,326)

$ 63,902,371

Interest — Cash Management QP Trust

295,607

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

142,116

Total Income

64,340,094

Expenses:
Management fee

2,774,286

Administration fee

613,294

Services to shareholders

952,256

Custodian fee

27,533

Distribution and service fees

1,858,786

Professional fees

59,551

Trustees' fees and expenses

13,994

Reports to shareholders

65,060

Registration fees

49,868

Other

8,486

Total expenses before expense reductions

6,423,114

Expense reductions

(394)

Total expenses after expense reductions

6,422,720

Net investment income (loss)

57,917,374

Realized and Unrealized Gain (Loss)

Net realized gain (loss) from:
Investments

(149,578,961)

Foreign currency

1,835,756

Credit default swap contracts

(727,222)

 

(148,470,427)

Net unrealized appreciation (depreciation) during the period on:
Investments

(95,891,958)

Unfunded loan commitments

26,168

Credit default swap contracts

1,467,883

Foreign currency

(443,613)

 

(94,841,520)

Net gain (loss) on investment transactions

(243,311,947)

Decrease in net assets resulting from operations

$ (185,394,573)

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

Statement of Changes in Net Assets

Increase (Decrease) in Net Assets

Six Months Ended March 31, 2009 (Unaudited)

Year Ended September 30, 2008

Operations:
Net investment income (loss)

$ 57,917,374

$ 140,538,197

Net realized gain (loss)

(148,470,427)

(85,726,746)

Change in net unrealized appreciation (depreciation)

(94,841,520)

(240,022,538)

Net increase (decrease) in net assets resulting from operations

(185,394,573)

(185,211,087)

Distributions to shareholders from:
Net investment income:

Class A

(53,103,553)

(125,754,170)

Class B

(2,177,897)

(6,444,694)

Class C

(4,220,864)

(10,353,864)

Institutional Class

(3,167,358)

(4,330,416)

Total distributions

(62,669,672)

(146,883,144)

Fund share transactions:
Proceeds from shares sold

132,540,522

229,474,496

Reinvestment of distributions

39,788,919

90,101,418

Cost of shares redeemed

(241,306,283)

(489,439,803)

Redemption fees

40,428

15,783

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

(68,936,414)

(169,848,106)

Increase (decrease) in net assets

(317,000,659)

(501,942,337)

Net assets at beginning of period

1,520,996,307

2,022,938,644

Net assets at end of period (including accumulated distributions in excess of net investment income and undistributed net investment income of $3,871,816 and $880,482, respectively)

$ 1,203,995,648

$ 1,520,996,307

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

Financial Highlights

Class A

Years Ended September 30,

2009a

2008

2007

2006

2005

2004

Selected Per Share Data

Net asset value, beginning of period

$ 4.32

$ 5.24

$ 5.37

$ 5.42

$ 5.43

$ 5.23

Income (loss) from investment operations:

Net investment incomeb

.17

.39

.42

.42

.44

.44

Net realized and unrealized gain (loss)

(.70)

(.90)

(.08)

(.02)

.00***

.22

Total from investment operations

(.53)

(.51)

.34

.40

.44

.66

Less distributions from:

Net investment income

(.19)

(.41)

(.47)

(.45)

(.45)

(.46)

Redemption fees

.00***

.00***

.00***

.00***

.00***

Net asset value, end of period

$ 3.60

$ 4.32

$ 5.24

$ 5.37

$ 5.42

$ 5.43

Total Return (%)c

(12.41)**

(10.40)d

6.39d

7.77

8.12d

13.24

Ratios to Average Net Assets and Supplemental Data

Net assets, end of period ($ millions)

1,011

1,277

1,715

1,809

1,926

1,950

Ratio of expenses before expense reductions (%)

.98*

.99

.97

.96

.96

.94

Ratio of expenses after expense reductions (%)

.98*

.98

.96

.96

.96

.94

Ratio of net investment income (%)

9.51*

7.92

7.70

7.84

8.00

8.13

Portfolio turnover rate (%)

22**

61

66

100

113

162

a For the six months ended March 31, 2009 (Unaudited).
b Based on average shares outstanding during the period.
c Total return does not reflect the effect of any sales charges.
d Total return would have been lower had certain expenses not been reduced.
* Annualized
** Not annualized
*** Amount is less than $.005.

Class B

Years Ended September 30,

2009a

2008

2007

2006

2005

2004

Selected Per Share Data

Net asset value, beginning of period

$ 4.32

$ 5.24

$ 5.37

$ 5.42

$ 5.43

$ 5.23

Income (loss) from investment operations:

Net investment incomeb

.16

.35

.37

.38

.39

.39

Net realized and unrealized gain (loss)

(.71)

(.90)

(.08)

(.02)

.01

.22

Total from investment operations

(.55)

(.55)

.29

.36

.40

.61

Less distributions from:

Net investment income

(.17)

(.37)

(.42)

(.41)

(.41)

(.41)

Redemption fees

.00***

.00***

.00***

.00***

.00***

Net asset value, end of period

$ 3.60

$ 4.32

$ 5.24

$ 5.37

$ 5.42

$ 5.43

Total Return (%)c

(12.77)**

(11.13)d

5.53d

6.87

7.45d

12.09

Ratios to Average Net Assets and Supplemental Data

Net assets, end of period ($ millions)

41

62

115

165

212

332

Ratio of expenses before expense reductions (%)

1.81*

1.81

1.76

1.76

1.81

1.75

Ratio of expenses after expense reductions (%)

1.81*

1.80

1.76

1.76

1.80

1.75

Ratio of net investment income (%)

8.68*

7.10

6.90

7.04

7.15

7.32

Portfolio turnover rate (%)

22**

61

66

100

113

162

a For the six months ended March 31, 2009 (Unaudited).
b Based on average shares outstanding during the period.
c Total return does not reflect the effect of any sales charges.
d Total return would have been lower had certain expenses not been reduced.
* Annualized
** Not annualized
*** Amount is less than $.005.

Class C

Years Ended September 30,

2009a

2008

2007

2006

2005

2004

Selected Per Share Data

Net asset value, beginning of period

$ 4.33

$ 5.25

$ 5.38

$ 5.43

$ 5.44

$ 5.24

Income (loss) from investment operations:

Net investment incomeb

.16

.35

.38

.38

.39

.40

Net realized and unrealized gain (loss)

(.72)

(.90)

(.08)

(.02)

.01

.22

Total from investment operations

(.56)

(.55)

.30

.36

.40

.62

Less distributions from:

Net investment income

(.17)

(.37)

(.43)

(.41)

(.41)

(.42)

Redemption fees

.00***

.00***

.00***

.00***

.00***

Net asset value, end of period

$ 3.60

$ 4.33

$ 5.25

$ 5.38

$ 5.43

$ 5.44

Total Return (%)c

(12.70)**

(11.04)d

5.59d

6.94

7.49d

12.12

Ratios to Average Net Assets and Supplemental Data

Net assets, end of period ($ millions)

87

111

162

159

153

156

Ratio of expenses before expense reductions (%)

1.74*

1.75

1.72

1.71

1.75

1.71

Ratio of expenses after expense reductions (%)

1.74*

1.74

1.72

1.71

1.74

1.71

Ratio of net investment income (%)

8.75*

7.16

6.94

7.09

7.21

7.36

Portfolio turnover rate (%)

22**

61

66

100

113

162

a For the six months ended March 31, 2009 (Unaudited).
b Based on average shares outstanding during the period.
c Total return does not reflect the effect of sales charges.
d Total return would have been lower had certain expenses not been reduced.
* Annualized
** Not annualized
*** Amount is less than $.005.

Institutional Class

Years Ended September 30,

2009a

2008

2007

2006

2005

2004

Selected Per Share Data

Net asset value, beginning of period

$ 4.33

$ 5.25

$ 5.38

$ 5.42

$ 5.43

$ 5.23

Income (loss) from investment operations:

Net investment incomeb

.18

.40

.43

.44

.46

.45

Net realized and unrealized gain 

(.72)

(.90)

(.08)

(.01)

.00***

.22

Total from investment operations

(.54)

(.50)

.35

.43

.46

.67

Less distributions from:

Net investment income

(.19)

(.42)

(.48)

(.47)

(.47)

(.47)

Redemption fees

.00***

.00***

.00***

.00***

.00***

Net asset value, end of period

$ 3.60

$ 4.33

$ 5.25

$ 5.38

$ 5.42

$ 5.43

Total Return (%)

(12.23)**

(10.09)c

6.70c

8.33c

8.49c

13.32

Ratios to Average Net Assets and Supplemental Data

Net assets, end of period ($ millions)

64

71

31

18

13

10

Ratio of expenses before expense reductions (%)

.69*

.70

.65

.69

.66

.65

Ratio of expenses after expense reductions (%)

.69*

.69

.64

.68

.59

.65

Ratio of net investment income (%)

9.81*

8.21

8.02

8.12

8.36

8.42

Portfolio turnover rate (%)

22**

61

66

100

113

162

a For the six months ended March 31, 2009 (Unaudited).
b Based on average shares outstanding during the period.
c Total return would have been lower had certain expenses not been reduced.
* Annualized
** Not annualized
*** Amount is less than $.005.

Notes to Financial Statements (Unaudited)

A. Significant Accounting Policies

DWS High Income Fund (the "Fund"), is a diversified series of the DWS High Income Series (the "Trust") which is registered under the Investment Company Act of 1940, as amended (the "1940 Act"), as an open-end investment management company organized as a Massachusetts business trust.

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

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

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

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

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

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

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

The Fund adopted Financial Accounting Standards Board ("FASB") Statement of Financial Accounting Standards No. 157, "Fair Value Measurements" ("FAS 157"), effective at the beginning of the Fund's fiscal year. Disclosure about the classification of fair value measurements is included at the end of the Fund's Investment Portfolio.

New Accounting Pronouncements. In March 2008, the FASB issued Statement of Financial Accounting Standards No. 161 ("FAS 161"), "Disclosures about Derivative Instruments and Hedging Activities." FAS 161 requires enhanced disclosure about an entity's derivative and hedging activities including qualitative disclosures about the objectives and strategies for using derivatives, quantitative disclosures about fair value amounts of gains and losses on derivative instruments, and disclosures about credit-risk-related contingent features in derivative agreements. FAS 161 is effective for fiscal years and interim periods beginning after November 15, 2008. Management is currently reviewing the enhanced disclosure requirements for the adoption of FAS 161.

In addition, in April 2009, FASB issued FASB Staff Position No. 157-4, "Determining Fair Value When the Volume and Level of Activity for the Asset or Liability Have Significantly Decreased and Identifying Transactions That Are Not Orderly" ("FSP 157-4"). FSP 157-4 provides additional guidance for estimating fair value in accordance with FAS 157, when the volume and level of activity for the asset or liability have significantly decreased as well as guidance on identifying circumstances that indicate a transaction is not orderly. FSP 157-4 is effective for fiscal years and interim periods ending after June 15, 2009. Management is currently reviewing the enhanced disclosure requirements for the adoption of FSP 157-4.

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

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

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

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

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

Forward Foreign Currency Exchange Contracts. A forward foreign currency exchange contract ("forward currency contract") is a commitment to purchase or sell a foreign currency at the settlement date at a negotiated rate. The Fund may enter into forward currency contracts in order to hedge its exposure to changes in foreign currency exchange rates on its foreign currency denominated portfolio holdings and to facilitate transactions in foreign currency denominated securities. The Fund may also engage in forward currency contracts for non-hedging purposes.

Forward currency contracts are valued at the prevailing forward exchange rate of the underlying currencies and unrealized gain (loss) is recorded daily. Sales and purchases of forward currency contracts having the same settlement date and broker are offset and any gain (loss) is realized on the date of offset; otherwise, gain (loss) is realized on settlement date. Realized and unrealized gains and losses which represent the difference between the value of a forward currency contract to buy and a forward currency contract to sell are included in net realized and unrealized gain (loss) from foreign currency.

Certain risks may arise upon entering into forward currency contracts from the potential inability of counterparties to meet the terms of their contracts. Additionally, when utilizing forward currency contracts to hedge, the Fund gives up the opportunity to profit from favorable exchange rate movements during the term of the contract.

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

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

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

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

At September 30, 2008, the Fund had a capital loss carryforward of approximately $1,388,805,000, which may be applied against any realized net taxable capital gains of each succeeding year until fully utilized or until September 30, 2009 ($173,248,000), September 30, 2010 ($283,200,000), September 30, 2011 ($620,426,000), September 30, 2012 ($194,012,000), September 30, 2013 ($13,591,000), September 30, 2014 ($44,333,000), September 30, 2015 ($38,251,000) and September 30, 2016 ($21,744,000), the respective expiration dates, whichever occurs first.

In addition, from November 1, 2007 through September 30,2008, the Fund incurred approximately $93,980,000 of net realized capital losses. As permitted by tax regulations, the Fund intends to elect to defer these losses and treat them as arising in the fiscal year ended September 30, 2009.

The Fund has reviewed the tax positions for each of the open tax years as September 30, 2008, and has determined that no provision for income tax is required in the Fund's financial statements. The Fund's federal tax returns for the prior three fiscal years remain subject to examination by the Internal Revenue Service.

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

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

The tax character of current year distributions will be determined at the end of the current fiscal year.

Redemption Fees. The Fund imposes a redemption fee of 2% of the total redemption amount on all Fund shares redeemed or exchanged within 30 days of buying them, either by purchase or exchange. This fee is assessed and retained by the Fund for the benefit of the remaining shareholders. The redemption fee is accounted for as an addition to paid-in capital.

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

Other. Investment transactions are accounted for on a trade date plus one basis for daily net asset value calculations. However, for financial reporting purposes, investment security transactions are reported on trade date. Interest income is recorded on the accrual basis. Dividend income is recorded on the ex-dividend date. Realized gains and losses from investment transactions are recorded on an identified cost basis. All premiums and discounts are amortized/accreted for financial reporting purposes, with the exception of securities in default of principal.

B. Purchases and Sales of Securities

During the six months ended March 31, 2009, purchases and sales of investment securities (excluding short-term investments) aggregated $258,283,885 and $340,176,316, respectively.

C. Related Parties

Management Agreement. Under the Investment Management Agreement with Deutsche Investment Management Americas Inc. ("DIMA" or the "Advisor"), an indirect, wholly owned subsidiary of Deutsche Bank AG, the Advisor directs the investments of the Fund in accordance with its investment objectives, policies and restrictions. The Advisor determines the securities, instruments and other contracts relating to investments to be purchased, sold or entered into by the Fund.

Under the Investment Management Agreement with the Advisor, the Fund paid a monthly management fee, computed and accrued daily and payable monthly, at the following annual rates:

First $250 million of the Fund's average daily net assets

.48%

Next $750 million of such net assets

.45%

Next $1.5 billion of such net assets

.43%

Next $2.5 billion of such net assets

.41%

Next $2.5 billion of such net assets

.38%

Next $2.5 billion of such net assets

.36%

Next $2.5 billion of such net assets

.34%

Over $12.5 billion of such net assets

.32%

Accordingly, for the six months ended March 31, 2009, the fee pursuant to the Investment Management Agreement was equivalent to an annualized effective rate of 0.45% of the Fund's average daily net assets.

Administration Fee. Pursuant to an Administrative Services Agreement, DIMA provides most administrative services to the Fund. For all services provided under the Administrative Services Agreement, the Fund pays the Advisor an annual fee ("Administration Fee") of 0.10% of the Fund's average daily net assets, computed and accrued daily and payable monthly. For the six months ended March 31, 2009, the Advisor received an Administration Fee of $613,294, of which $99,845 is unpaid.

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

Service Provider Fees

Total Aggregated

Unpaid at March 31, 2009

Class A

$ 660,015

$ 333,330

Class B

39,932

22,825

Class C

59,352

29,182

Institutional Class

17,470

6,533

 

$ 776,769

$ 391,870

Distribution and Service Fees. Under the Fund's Class B and Class C 12b-1 plans, DWS Investments Distributors, Inc. ("DIDI"), an affiliate of the Advisor, receives a fee ("Distribution Fee") of 0.75% of average daily net assets of each of Class B and C shares. In accordance with the Fund's Underwriting and Distribution Services agreement, DIDI enters into related selling group agreements with various firms at various rates for sales of Class B and C shares. For the six months ended March 31, 2009, the Distribution Fee was as follows:

Distribution Fee

Total Aggregated

Unpaid at March 31, 2009

Class B

$ 173,151

$ 28,254

Class C

331,050

53,827

 

$ 504,201

$ 82,081

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

Service Fee

Total Aggregated

Unpaid at March 31, 2009

Annualized Effective Rate

Class A

$ 1,189,078

$ 170,619

.23%

Class B

56,603

5,087

.25%

Class C

108,904

2,036

.25%

 

$ 1,354,585

$ 177,742

 

Underwriting Agreement and Contingent Deferred Sales Charge. DIDI is the principal underwriter for the Fund. Underwriting commissions paid in connection with the distribution of Class A shares for the six months ended March 31, 2009, aggregated $41,699.

In addition, DIDI receives any contingent deferred sales charge ("CDSC") from Class B share redemptions occurring within six years of purchase and Class C share redemptions occurring within one year of purchase. There is no such charge upon redemption of any share appreciation or reinvested dividends. The CDSC is based on declining rates ranging from 4% to 1% for Class B and 1% for Class C, of the value of the shares redeemed. For the six months ended March 31, 2009, the CDSC for Class B and C shares aggregated $113,262 and $7,701, respectively. A deferred sales charge of up to 0.85% is assessed on certain redemptions of Class A shares. For the six months ended March 31, 2009, DIDI received an aggregate CDSC of $1,053 for Class A shares.

Typesetting and Filing Service Fees. Under an agreement with DIMA, DIMA is compensated for providing typesetting and certain regulatory filing services to the Fund. For the six months ended March 31, 2009, the amount charged to the Fund by DIMA included in Statement of Operations under "reports to shareholders" aggregated $15,147, of which $10,265 is unpaid.

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

Cash Management QP Trust. Pursuant to an Exemptive Order issued by the SEC, the Fund may invest in the Cash Management QP Trust (the "QP Trust") and other affiliated funds managed by the Advisor. The QP Trust seeks to provide as high a level of current income as is consistent with the preservation of capital and the maintenance of liquidity. The QP Trust does not pay the Advisor a management fee for the affiliated funds' investments in the QP Trust.

D. Investing in High Yield Securities

Investing in high yield securities may involve greater risks and considerations not typically associated with investing in US Government bonds and other high quality fixed-income securities. These securities are non-investment grade securities, often referred to as "junk bonds." Economic downturns may disrupt the high yield market and impair the ability of issuers to repay principal and interest. Also, an increase in interest rates would likely have an adverse impact on the value of such obligations. Moreover, high yield securities may be less liquid due to the extent that there is no established retail secondary market and because of a decline in the value of such securities.

E. Fee Reductions

The Fund has entered into an arrangement with its custodian and transfer agent whereby credits realized as a result of uninvested cash balances are used to reduce a portion of the Fund's custodian expenses. During the six months ended March 31, 2009, the Fund's custodian fee was reduced by $362 and $32, respectively, for custody and transfer agent credits earned.

F. Line of Credit

The Fund and other affiliated funds (the "Participants") share in a $490 million revolving credit facility provided by a syndication of banks. The Fund may borrow for temporary or emergency purposes, including the meeting of redemption requests that otherwise might require the untimely disposition of securities. The Participants are charged an annual commitment fee which is allocated based on net assets, among each of the Participants. Interest is calculated at the Federal Funds Rate plus 0.35 percent. The Fund may borrow up to a maximum of 33 percent of its net assets under the agreement.

G. Borrowings

The Fund and one other affiliated fund (the"Participants") entered into a credit facility with a commercial bank. Under the terms of this agreement, any loan obtained by the Fund would bear interest at the Fed Funds Rate plus 0.65%, which was payable at maturity. A commitment fee was charged to the Participants and is included with "other expense" on the Statement of Operations. The loan amounts and rates were reset periodically under a revolving credit agreement obtained by the Participants in an amount not to exceed $40,000,000 at any one time and which was available until October 8, 2008. There were no loans from the credit facility for the period ending October 8, 2008.

H. Share Transactions

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

 

Six Months Ended
March 31, 2009

Year Ended
September 30, 2008

 

Shares

Dollars

Shares

Dollars

Shares sold

 

Class A

29,229,196

$ 103,602,471

29,467,925

$ 144,519,679

Class B

596,758

2,166,958

1,622,985

7,945,601

Class C

1,989,773

7,238,531

3,470,233

17,122,126

Institutional Class

5,494,266

19,532,562

12,320,542

59,887,090

 

 

$ 132,540,522

 

$ 229,474,496

Shares issued to shareholders in reinvestment of distributions

Class A

9,769,105

$ 34,598,687

16,144,163

$ 78,573,203

Class B

313,579

1,108,438

687,353

3,356,643

Class C

732,978

2,596,464

1,265,670

6,175,336

Institutional Class

418,651

1,485,330

414,388

1,996,236

 

 

$ 39,788,919

 

$ 90,101,418

Shares redeemed

 

Class A

(53,509,961)

$ (196,037,073)

(77,644,674)

$ (381,136,008)

Class B

(3,828,692)

(13,936,452)

(9,776,330)

(48,062,510)

Class C

(4,184,037)

(15,319,757)

(9,998,033)

(48,957,880)

Institutional Class

(4,405,388)

(16,013,001)

(2,320,889)

(11,283,405)

 

 

$ (241,306,283)

 

$ (489,439,803)

Redemption fees

 

$ 40,428

 

$ 15,783

Net increase (decrease)

 

Class A

(14,511,660)

$ (57,797,449)

(32,032,586)

$ (158,030,640)

Class B

(2,918,355)

(10,659,738)

(7,465,992)

(36,758,363)

Class C

(1,461,286)

(5,484,260)

(5,262,130)

(25,659,296)

Institutional Class

1,507,529

5,005,033

10,414,041

50,600,193

 

 

$ (68,936,414)

 

$ (169,848,106)

Summary of Management Fee Evaluation by Independent Fee Consultant

October 24, 2008

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

Qualifications

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

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

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

Evaluation of Fees for each DWS Fund

My work focused primarily on evaluating, fund-by-fund, the fees charged to each of the 129 Fund portfolios in the DWS Fund family. For each Fund, I considered each of the key factors mentioned above, as well as any other relevant information. In doing so I worked closely with the Funds' Independent Directors in their annual contract renewal process, as well as in their approval of contracts for several new funds (documented separately).

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

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

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

Fees and Expenses Compared with Other Funds

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

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

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

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

DeAM's Fees for Similar Services to Others

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

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

Costs and Profit Margins

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

Economies of Scale

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

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

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

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

Quality of Service — Performance

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

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

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

Complex-Level Considerations

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

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

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

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

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

Findings

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

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Thomas H. Mack

Summary of Administrative Fee Evaluation by Independent Fee Consultant

September 29, 2008

Pursuant to an Order entered into by Deutsche Asset Management (DeAM) with the Attorney General of New York, I, Thomas H. Mack, have been appointed the Independent Fee Consultant for the DWS Funds and have as part of my duties evaluated the reasonableness of the proposed management fees to be charged by DeAM to the DWS Funds, taking onto account a proposal to pass through to the funds certain fund accounting-related charges in connection with new regulatory requirements. My evaluation considered the following:

While the proposal would alter the services to be provided under the Administration Agreement, which I consider to be part of fund management under the Order, it is my opinion that the change in services is slight and that the scope of prospective services under the combination of the Advisory and Administration Agreements continues to be comparable with those typically provided to competitive funds under their management agreements.

While the proposal would increase fund expenses, according to a pro forma analysis performed by management, the prospective effect is less than .01% for all but seven of the DeAM Funds' 438 active share classes, and in all cases the effect is less than .03% and overall expenses would remain reasonable in my opinion.

Based on the foregoing considerations, in my opinion the fees and expenses for all of the DWS Funds will remain reasonable if the Directors adopt this proposal.

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Thomas H. Mack

Account Management Resources

 

For More Information

The automated telephone system allows you to access personalized account information and obtain information on other DWS funds using either your voice or your telephone keypad. Certain account types within Classes A, B and C also have the ability to purchase, exchange or redeem shares using this system.
For more information, contact your financial advisor. You may also access our automated telephone system or speak with a DWS Investments representative by calling the appropriate number below:

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

(800) 621-1048

Web Site

www.dws-investments.com

View your account transactions and balances, trade shares, monitor your asset allocation, and change your address, 24 hours a day.
Obtain prospectuses and applications, blank forms, interactive worksheets, news about DWS funds, subscription to fund updates by e-mail, retirement planning information, and more.

Written Correspondence

DWS Investments

PO Box 219151
Kansas City, MO 64121-9151

Proxy Voting

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

Principal Underwriter

If you have questions, comments or complaints, contact:

DWS Investments Distributors, Inc.

222 South Riverside Plaza
Chicago, IL 60606-5808

(800) 621-1148

 

Class A

Class B

Class C

Institutional Class

Nasdaq Symbol

KHYAX
KHYBX
KHYCX
KHYIX

CUSIP Number

23337M 107
23337M 206
23337M 305
23337M 404

Fund Number

008
208
308
513

Privacy Statement

Dear Valued Client:

We want to make sure you know our policy regarding the way in which our clients' private information is handled at DWS Investments. The following information is issued by DWS Investments Distributors, Inc., Deutsche Investment Management Americas Inc., DeAM Investor Services, Inc., DWS Trust Company and the DWS Funds.

We consider privacy fundamental to our client relationships and adhere to the policies and practices described below to protect current and former clients' information. We never sell customer lists or individual client information. Internal policies are in place to protect confidentiality, while allowing client needs to be served. Only individuals who need to do so in carrying out their job responsibilities may access client information. We maintain physical, electronic and procedural safeguards that comply with federal and state standards to protect confidentiality. These safeguards extend to all forms of interaction with us, including the Internet.

In the normal course of business, clients give us nonpublic personal information on applications and other forms, on our Web sites, and through transactions with us or our affiliates. Examples of the nonpublic personal information collected are name, address, Social Security number, and transaction and balance information. To be able to serve our clients, certain of this client information is shared with affiliated and nonaffiliated third party service providers such as transfer agents, custodians and broker-dealers to assist us in processing transactions and servicing your account.

In addition, we may disclose the information we collect to companies that perform marketing services on our behalf or to other financial institutions with which we have joint marketing agreements. These organizations may only use client information for the purpose designated by the companies listed above, and additional requirements beyond federal law may be imposed by certain states. To the extent that these state laws apply, we will comply with them before we share information about you.

We may also disclose nonpublic personal information about you to other parties as required or permitted by law. For example, we are required to or may provide information to government entities or regulatory bodies in response to requests for information or subpoenas, to private litigants in certain circumstances, to law enforcement authorities, or any time we believe it necessary to protect the firm.

At any time, if you have questions about our policy, please write to us at:

DWS Investments
Attention: Correspondence — Chicago
P.O. Box 219415
Kansas City, MO 64121-9415 September 2008

Notes

Notes

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ITEM 2.

CODE OF ETHICS

 

 

 

Not applicable.

 

 

ITEM 3.

AUDIT COMMITTEE FINANCIAL EXPERT

 

 

 

Not applicable.

 

 

ITEM 4.

PRINCIPAL ACCOUNTANT FEES AND SERVICES

 

 

 

Not applicable.

 

ITEM 5.

AUDIT COMMITTEE OF LISTED REGISTRANTS

 

 

 

Not Applicable

 

 

ITEM 6.

SCHEDULE OF INVESTMENTS

 

 

 

Not Applicable

 

 

ITEM 7.

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

 

 

 

Not applicable.

 

 

ITEM 8.

PORTFOLIO MANAGERS OF CLOSED-END MANAGEMENT INVESTMENT COMPANIES

 

 

 

Not applicable.

 

ITEM 9.

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

 

 

 

Not Applicable.

 

ITEM 10.

SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

 

 

 

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

 

 

ITEM 11.

CONTROLS AND PROCEDURES

 

 

 

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

 

 

 

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

 

 

 


 

ITEM 12.

EXHIBITS

 

 

 

(a)(1)   Certification pursuant to Rule 30a-2(a) under the Investment Company Act of 1940 (17 CFR 270.30a-2(a)) is filed and attached hereto as Exhibit 99.CERT.

 

 

 

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

 

 

 

 


Form N-CSRS Item F

 

SIGNATURES

 

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

 

Registrant:

DWS High Income Fund, a series of DWS High Income Series

 

By:

/s/Michael G. Clark

 

Michael G. Clark

President

 

Date:

May 29, 2009

 

 

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

 

Registrant:

DWS High Income Fund, a series of DWS High Income Series

 

By:

/s/Michael G. Clark

 

Michael G. Clark

President

 

Date:

May 29, 2009

 

 

By:

/s/Paul Schubert

 

Paul Schubert

Chief Financial Officer and Treasurer

 

Date:                                        May 29, 2009