DEF 14C 1 ddef14c.htm DWS BLUE CHIP FUND DWS Blue Chip Fund

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

SCHEDULE 14C INFORMATION

Information Statement Pursuant to Section 14(c) of the

Securities Exchange Act of 1934

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Filed by a Party Other than the Registrant

 

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¨   Confidential, for use of the Commission only (as permitted by Rule 14c-5(d)(2)).
x   Definitive information statement.

DWS BLUE CHIP FUND
(Name of Registrant as Specified in Its Charter)
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LOGO

DWS Alternative Asset Allocation Plus Fund

DWS Alternative Asset Allocation Plus VIP

DWS Balanced Fund

DWS Balanced VIP

DWS Blue Chip Fund

DWS Blue Chip VIP

DWS Disciplined Market Neutral Fund

DWS Diversified International Equity Fund

DWS Diversified International Equity VIP

DWS Global Inflation Plus Fund

DWS Growth & Income Fund

DWS Growth & Income VIP

DWS LifeCompass 2015 Fund

DWS LifeCompass 2020 Fund

DWS LifeCompass 2030 Fund

DWS LifeCompass Retirement Fund

DWS S&P 500 Plus Fund

DWS Select Alternative Allocation Fund

DWS Short Duration Plus Fund

DWS Small Cap Core Fund

DWS Strategic Government Securities Fund

DWS Strategic Income Fund

DWS Strategic Income VIP

A Message from Your Fund’s President

October 26, 2010

Dear Shareholder,

The enclosed document is purely for informational purposes. You are not being asked to vote or take action on any matter. Effective August 1, 2010, QS Investors, LLC (“QS Investors”) was appointed to serve as investment sub-adviser to your Fund pursuant to a sub-advisory agreement between Deutsche Investment Management Americas Inc. (“DIMA”) and QS Investors (the “New Sub-Advisory Agreement”). On August 1, 2010, members of DIMA’s Quantitative Strategies Group (the “QS Group”), including certain members of your Fund’s portfolio management team, separated from DIMA and formed QS Investors, a new investment adviser that is not affiliated with DIMA (the “Separation”). In order for your Fund to continue to access the investment expertise offered by the members of the QS Group following the Separation, DIMA recommended, and your Fund’s Board approved, the New Sub-Advisory Agreement. While shareholder approval of the New Sub-Advisory Agreement is not required, the enclosed document is intended to provide you with detailed information about QS Investors and the New Sub-Advisory Agreement and about the reasons for the Board’s approval of the new sub-advisory relationship.

Under the New Sub-Advisory Agreement, DIMA has delegated to QS Investors the responsibility to (i) make the investment decisions and buy and sell securities for DWS Blue Chip Fund, DWS Blue Chip VIP, DWS Disciplined Market Neutral Fund, DWS Diversified International Equity Fund, DWS Diversified International Equity VIP, DWS Growth & Income Fund, DWS Growth & Income VIP and DWS Small Cap Core Fund, (ii) manage the assets attributable to the global tactical asset allocation overlay (“iGAP”) strategy for DWS Global Inflation Plus Fund, DWS Short Duration Plus Fund, DWS Strategic Government Securities Fund, DWS Strategic Income Fund and DWS Strategic Income VIP, (iii) make the investment decisions and buy and sell securities and manage the assets attributable to the iGAP strategy for DWS S&P 500 Plus Fund, (iv) implement the strategic asset allocation (“SAA”) strategy for DWS LifeCompass 2015 Fund, DWS LifeCompass 2020 Fund, DWS LifeCompass 2030 Fund, DWS LifeCompass Retirement Fund and DWS Select Alternative Allocation Fund, and (v) implement the SAA strategy and manage the assets attributable to the iGAP strategy for DWS Alternative Asset Allocation Plus Fund, DWS Alternative Allocation Plus VIP, DWS Balanced Fund and DWS Balanced VIP, which strategies were each previously managed for the Funds by the QS Group. The management fees paid by the Funds will not change as a result of the new subadvisory relationship.

If you have questions about the New Sub-Advisory Agreement, please feel free to call us at 800-621-1048 if you own Class A, B, C, R or Institutional Class shares or at 800-728-3337 if you own Class S shares. Thank you for your continued support of DWS Investments.

 

LOGO

Michael G. Clark

President

 

DWS ADVISOR FUNDS

DWS Diversified International Equity Fund

DWS Short Duration Plus Fund

 

DWS BALANCED FUND

DWS Balanced Fund

 

DWS BLUE CHIP FUND

DWS Blue Chip Fund

 

DWS EQUITY TRUST

DWS Alternative Asset Allocation Plus Fund

DWS Disciplined Market Neutral Fund

DWS Select Alternative Allocation Fund

 

DWS INSTITUTIONAL FUNDS

DWS Global Inflation Plus Fund

 

DWS INVESTMENT TRUST

DWS Growth & Income Fund

DWS Small Cap Core Fund

 

DWS STRATEGIC GOVERNMENT SECURITIES FUND

DWS Strategic Government Securities Fund

   

DWS STRATEGIC INCOME FUND

DWS Strategic Income Fund

 

DWS TARGET DATE SERIES

DWS LifeCompass 2015 Fund

DWS LifeCompass 2020 Fund

DWS LifeCompass 2030 Fund

DWS LifeCompass Retirement Fund

 

DWS VALUE EQUITY TRUST

DWS S&P 500 Plus Fund

 

DWS VARIABLE SERIES I

DWS Growth & Income VIP

 

DWS VARIABLE SERIES II

DWS Alternative Asset Allocation Plus VIP

DWS Balanced VIP

DWS Blue Chip VIP

DWS Diversified International Equity VIP

DWS Strategic Income VIP

345 Park Avenue, New York, New York 10154

 

 

INFORMATION STATEMENT

 

 

This Information Statement is being provided to the shareholders of DWS Diversified International Equity Fund and DWS Short Duration Plus Fund, each a series of DWS Advisor Funds; DWS Balanced Fund, a series of DWS Balanced Fund; DWS Blue Chip Fund, a series of DWS Blue Chip Fund; DWS Alternative Asset Allocation Plus Fund, DWS Disciplined Market Neutral Fund and DWS Select Alternative Allocation Fund, each a series of DWS Equity Trust; DWS Global Inflation Plus Fund, a series of DWS Institutional Funds; DWS Growth & Income Fund and DWS Small Cap Core Fund, each a series of DWS Investment Trust; DWS Strategic Government Securities Fund, a series DWS Strategic Government Securities Fund; DWS Strategic Income Fund, a series of DWS Strategic Income Fund; DWS LifeCompass 2015 Fund, DWS LifeCompass 2020 Fund, DWS LifeCompass 2030 Fund and DWS LifeCompass Retirement Fund, each a series of DWS Target Date Series; DWS S&P 500 Plus Fund, a series of DWS Value Equity Trust; DWS Growth & Income VIP, a series of DWS Variable Series I; DWS Alternative Asset Allocation Plus VIP, DWS Balanced VIP, DWS Blue Chip VIP, DWS Diversified International Equity VIP and DWS Strategic Income VIP, each a series of DWS Variable Series II (each series a “Fund” and collectively the “Funds”).

NO SHAREHOLDER VOTE WILL BE TAKEN WITH RESPECT TO THE MATTER DESCRIBED IN THIS INFORMATION STATEMENT. WE ARE NOT ASKING YOU FOR A PROXY AND YOU ARE NOT REQUESTED TO SEND US A PROXY.

 

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This Information Statement is provided in lieu of a proxy statement, pursuant to the terms of an exemptive order granted to the Funds and Deutsche Investment Management Americas Inc. (the “Adviser” or “DIMA”) by the U.S. Securities and Exchange Commission (“SEC”) on January 12,2010 (the “Exemptive Order”). The Exemptive Order permits the Adviser, subject to Board approval, to select sub-advisers that are not affiliates of the Funds’ Adviser (referred to herein as “Non-Affiliated Sub-advisers”) to manage all or a portion of the assets of a Fund and to materially amend sub-advisory agreements with Non-Affiliated Sub-advisers, each without obtaining shareholder approval. Under the conditions of the Exemptive Order, shareholders of any Fund for which a Non-Affiliated Sub-adviser is hired must be provided with relevant information about the new Non-Affiliated Sub-adviser within ninety (90) days of the hiring.

Effective August 1, 2010, QS Investors, LLC (“QS Investors”) was appointed to serve as investment sub-adviser to your Fund pursuant to a sub-advisory agreement between DIMA and QS Investors (the “New Sub-Advisory Agreement”).

This Information Statement is being supplied pursuant to the conditions of the Exemptive Order to provide shareholders with relevant information about QS Investors. This Information Statement is being mailed on or about October 28, 2010 to Fund shareholders of record as of September 28, 2010. The number of shares issued and outstanding for each class of each Fund as of September 28, 2010 is set forth in Exhibit I to this Information Statement.

In this Information Statement, the word “fund” sometimes is used to mean an investment company or series thereof in general, and not the Funds listed above. In addition, for simplicity, actions may be described in this Information statement as being taken by a Fund that is a series of a Massachusetts business trust, although all actions actually are taken by the Massachusetts business trust on behalf of the applicable Fund. Each such Massachusetts business trust is referred to herein as a “Trust,” and collectively as the “Trusts.” The term “Board,” as used herein, refers to the board of trustees of a Trust. The term “Board Member,” as used herein, means a person who serves as a trustee of a Trust. The term “Independent Board Member” means a Board Member who is not an interested person of the Fund as defined by the Investment Company Act of 1940, as amended (the “1940 Act”).

 

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BACKGROUND

General.    On July 30, 2010, members of DIMA’s Quantitative Strategies Group (the “QS Group”), including certain members of your Fund’s portfolio management team, entered into an agreement with DIMA to form QS Investors as a separate investment adviser unaffiliated with DIMA (the “Separation”). In order for your Fund to continue to access the investment expertise offered by the members of the QS Group following the Separation, at a meeting held on May 4, 2010, DIMA recommended, and your Fund’s Board approved, the New Sub-Advisory Agreement to be effective upon the completion of the Separation. The Separation and the New Sub-Advisory Agreement became effective on August 1, 2010.

The form of the New Sub-Advisory Agreement is attached hereto as Exhibit A. A description of the New Sub-Advisory Agreement is set forth below and is qualified in its entirety by reference to Exhibit A.

Under the New Sub-Advisory Agreement, DIMA has delegated to QS Investors the responsibility to (i) make the investment decisions and buy and sell securities for DWS Blue Chip Fund, DWS Blue Chip VIP, DWS Disciplined Market Neutral Fund, DWS Diversified International Equity Fund, DWS Diversified International Equity VIP, DWS Growth & Income Fund, DWS Growth & Income VIP and DWS Small Cap Core Fund, (ii) manage the assets attributable to the global tactical asset allocation overlay (“iGAP”) strategy for DWS Global Inflation Plus Fund, DWS Short Duration Plus Fund, DWS Strategic Government Securities Fund, DWS Strategic Income Fund and DWS Strategic Income VIP, (iii) make the investment decisions and buy and sell securities and manage the assets attributable to the iGAP strategy for DWS S&P 500 Plus Fund, (iv) implement the strategic asset allocation (“SAA”) strategy for DWS LifeCompass 2015 Fund, DWS LifeCompass 2020 Fund, DWS LifeCompass 2030 Fund, DWS LifeCompass Retirement Fund and DWS Select Alternative Allocation Fund, and (v) implement the SAA strategy and manage the assets attributable to the iGAP strategy for DWS Alternative Asset Allocation Plus Fund, DWS Alternative Allocation Plus VIP, DWS Balanced Fund and DWS Balanced VIP, which strategies were each previously managed by the QS Group for the Funds. Information about the portfolio management teams of each Fund is provided in Exhibit B. The individuals listed as QS Investors personnel previously provided these same services to each Fund as part of the QS Group.

Implementation of the New Sub-Advisory Agreement did not affect the management fee rate paid by each Fund to DIMA. Under the New Sub-Advisory Agreement, DIMA (and not the Fund) will be responsible for paying QS Investors a sub-advisory fee for your Fund at the rate set forth in Appendix A to Exhibit A.

The New Sub-Advisory Agreement for each Fund, as approved by the Board, continued in effect until September 30, 2010, and will continue from year to year thereafter, subject to annual approval by the Fund’s Board or by a vote of a “majority of the outstanding voting securities” (as defined below under “Additional Information”) of the Fund, and also, in either event, approval by a majority of the Board’s Independent Board Members at a meeting called for the purpose of voting on such approval. At a meeting held on September 10, 2010, the Board, including the Independent Board Members, approved the renewal of the New Sub-Advisory Agreement with QS Investors.

 

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A discussion of the Board’s considerations is provided below in the description of its initial approval of the New Sub-Advisory Agreement (see “Board Consideration of the New Sub-Advisory Agreement” below).

Description of the New Sub-Advisory Agreement.    Effective with the Separation, on August 1, 2010, QS Investors serves as sub-adviser to your Fund under the New Sub-Advisory Agreement. Under the New Sub-Advisory Agreement, QS Investors manages that portion of the securities and other assets of your Fund entrusted to it by DIMA, including the purchase, retention and disposition of assets in accordance with the Fund’s investment objectives, policies and restrictions as stated in the Fund’s prospectus, statement of additional information and investment guidelines. DIMA is responsible for supervising and overseeing QS Investors’ performance of its duties under the New Sub-Advisory Agreement.

The sub-advisory fee payable under the New Sub-Advisory Agreement is paid by DIMA, not the Fund. Under New Sub-Advisory Agreement, QS Investors will be paid by DIMA at the rates set forth in Appendix A to Exhibit A.

The New Sub-Advisory Agreement provides that QS Investors shall not be liable for any loss sustained by the Fund due to a mistake of law or error of judgment by QS Investors or the adoption of any investment policy or the purchase, sale or retention of any security on the recommendation of QS Investors, whether the recommendation is based upon QS Investors’ own investigation and research, or upon the investigation and research of any other individual, firm or corporation, if such recommendation was made, or such other individual, firm or corporation was selected, with due care and in good faith. However, QS Investors would still be subject to liability for (a) causing the Fund to violate federal or state law, rule or regulation, or an investment policy or restriction in the Fund’s prospectus or statement of additional information, or any written guidelines, policy or instructions provided by the Fund’s Board or DIMA or (b) willful misfeasance, bad faith or gross negligence in the performance of its duties or reckless disregard of its obligations and duties under the New Sub-Advisory Agreement.

The New Sub-Advisory Agreement will remain effective until terminated or not annually approved in the manner described in the 1940 Act. The New Sub-Advisory Agreement may be terminated without penalty (a) by the Board, or by vote of a majority of the outstanding voting shares of the Fund, on sixty (60) days’ written notice to DIMA and QS Investors, (b) by DIMA on sixty (60) days’ written notice to QS Investors, or (c) by QS Investors upon ninety (90) days’ written notice to DIMA. The New Sub-Advisory Agreement will automatically terminate in the event of its assignment or in the event of the termination of the Investment Management Agreement (as defined below). In addition, DIMA may terminate the New Sub-Advisory Agreement upon immediate notice if QS Investors becomes statutorily disqualified from performing its duties under the New Sub-Advisory Agreement or otherwise is legally prohibited from operating as an investment advisor.

Information concerning the Separation.    In order to effect the Separation, DIMA formed QS Investors as a wholly owned subsidiary of DIMA and registered QS Investors as an investment advisor with the SEC. DIMA and its affiliates also provided to QS Investors or QS Investors Holdings, LLC (“QS Investors Holdings”), a newly formed company that is owned by certain key members of the QS Group, as applicable, various

 

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organizational services, including but not limited to the formation of QS Investors, the compilation and drafting of client documentation, assistance relating to regulatory compliance matters, vendor services contract implementation, and other start-up assistance. Prior to the Separation, DIMA entered into a Separation Agreement (the “Separation Agreement”) with QS Investors and QS Investors Holdings. Under the Separation Agreement, on the effective date of the Separation, DIMA transferred to QS Investors Holdings all its ownership interests in QS Investors and to QS Investors certain intellectual property rights. In connection with the Separation Agreement, DIMA, or an affiliate of DIMA, entered into sub-advisory, novation, sub-delegation or other agreements with QS Investors and, in certain cases, clients of DIMA, providing for the provision of investment management services to certain clients directly by QS Investors. Under the terms of the Separation Agreement, no payment was payable from QS Investors Holdings or QS Investors to DIMA on the effective date of the Separation except with respect to certain intellectual property sold under the Separation Agreement. Under the terms of the Separation Agreement and an ancillary agreement contemplated thereby, DIMA has made one, and may make an additional;, advance payment to QS Investors with respect to certain sub-advisory fees and sub-delegation fees expected to be payable to QS Investors in future periods.

In connection with the Separation, QS Investors, or QS Investors Holdings on behalf of QS Investors, is required, pursuant to the terms of a promissory note, to reimburse DIMA for certain amounts advanced by DIMA to QS Investors or paid by DIMA on behalf of QS Investors prior to the effective date of the Separation for various vendor services, contract implementation and other start-up costs and to repay the advanced amounts, as well as accrued interest on all amounts. Pursuant to the Separation Agreement, QS Investors has agreed to pay DIMA a fee equal to a portion of the aggregate management and performance fees payable to QS Investors from those clients novated and sub-delegated to QS Investors and identified in the Separation Agreement for a period of five (5) years following the Separation (as well as a fee for certain other clients that enter into investment management agreements with QS Investors for a period of time following the Separation), which amount will exclude any sub-advisory fees received by QS Investors from DIMA. No such fee will be paid by QS Investors to DIMA with respect to the Funds.

The terms of the Separation also provide for an agreement between DIMA and QS Investors to not, subject to certain exceptions, compete with each other with respect to certain strategies and products for a period commencing on the effective date of the Separation through December 31, 2012. Additionally, in connection with the Separation, DIMA has agreed for the same period, subject always to DIMA’s fiduciary duties and certain other exceptions, including any material failures on the part of QS Investors to achieve relevant performance benchmarks or the occurrence of certain compliance issues, to not recommend to the Funds’ Board the termination of the New Sub-Advisory Agreement. DIMA has also agreed for the same period, unless certain internal DIMA approvals are received and subject to DIMA’s fiduciary duties, the direction of the Fund’s Board and certain other exceptions, including the ability of DIMA to make good faith changes in the asset allocation of the Funds, to not recommend to the Fund’s Board any mergers, liquidations, changes to any overlay strategy or any similar change with respect to the Funds.

 

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Board Consideration of the New Sub-Advisory Agreement

The Board engaged in a comprehensive review of the operational, financial and investment capabilities of QS Investors and the terms of the proposed Separation. As part of this review, the Board also reviewed and considered the terms of the New Sub-Advisory Agreement. To facilitate its review, the Board created several ad hoc subcommittees (collectively, the “Subcommittees”), each focused on different aspects of the Board’s consideration of the Separation, and each comprised solely of Independent Board Members. The Board and the Subcommittees conducted numerous meetings between January 2010 and May 2010 to review and discuss the Separation, including the New Sub-Advisory Agreement, and were assisted in this review by their independent legal counsel and fund counsel. In the course of its review, the Board requested and received substantial additional information. In addition, the Board and the Subcommittees met with various representatives of DIMA and QS Investors, including key investment personnel and other members of senior management. As part of its review process, the Board requested and evaluated all information it deemed reasonably necessary to evaluate the New Sub-Advisory Agreement.

The Board, including all of the Independent Board Members, unanimously approved the New Sub-Advisory Agreement between DIMA and QS Investors at an in-person meeting held on May 4, 2010. In connection with the approval of the New Sub-Advisory Agreement, the Board considered the factors described below, among others.

Continuity of Investment Management Services.    In reviewing the New Sub-Advisory Agreement, the Board considered that it had renewed the investment management agreement between DIMA and each Fund as part of the annual contract renewal process (the “Annual Review”) in September 2009, at which time it had determined that such renewal was in the best interests of each Fund, given the nature, quality and extent of services provided by DIMA (among other considerations). In considering the New Sub-Advisory Agreement, the Board noted that in light of the transition of the group within DIMA responsible for certain portfolio management services provided to the Funds to a separate, unaffiliated firm (i.e., QS Investors), it was necessary to approve a sub-advisory agreement between DIMA and QS Investors to secure continued access to these same personnel and services. The Board also considered that, despite (i) the change in corporate identity of the portfolio management services provider, (ii) the fact that it will be newly-formed and (iii) the fact that it would no longer be affiliated with DIMA, the nature, quality and extent of services provided to the Funds are not expected to change under the New Sub-Advisory Agreement.

Fees and Expenses.    The Board noted it had concluded during the Annual Review that the overall investment management fees paid by the Funds are reasonable and appropriate in light of the nature, quality and extent of services provided. The Board considered that, under the New Sub-Advisory Agreement, QS Investors’ sub-advisory fee would be paid by DIMA and not directly by the Funds, and therefore there would be no change in the Funds’ overall investment management fees under the New Sub-Advisory Agreement.

Profitability.    The Board noted it had considered the profitability of DIMA during the Annual Review. The Board did not consider the profitability of QS Investors to be a material factor. In particular, the Board noted that QS Investors has not yet commenced

 

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operations, and that any projections of profitability are likely to be of limited value. The Board also noted that DIMA would pay QS Investors’ sub-advisory fee, and further noted that the sub-advisory fee arrangements with respect to the Funds were the product of an arm’s length negotiation.

Terms of the Separation.    The Board considered that DIMA would receive certain payments in connection with the Separation and that it had agreed not to recommend to the Board, subject to certain exceptions, the termination of the New Sub-Advisory Agreement or any fund mergers, liquidations or changes in overlay strategy with respect to the Funds. However, the Board also considered that DIMA (and the Board) remain subject to a fiduciary duty to the Funds.

Other Benefits to QS Investors.    The Board noted that it had considered fallout benefits to DIMA during the Annual Review in its determination that management fees paid were reasonable. The Board also considered the character and amount of incidental benefits expected to be realized by QS Investors in light of the New Sub-Advisory Agreement, including the incidental public relations benefits to QS Investors related to DWS Funds advertising and cross-selling opportunities among DWS products and services. The Board noted that QS Investors did not propose to implement a “soft dollar” program. The Board reaffirmed its determination from the Annual Review process that management fees paid were reasonable in light of fallout benefits to its investment advisory service providers.

Compliance.    The Board considered QS Investors’ proposed compliance program and resources. The Board also considered that DIMA would oversee QS Investors’ compliance program and its compliance with applicable fund policies and procedures, and considered the attention and resources DIMA would dedicate to that oversight. The Board also noted it had considered DIMA’s compliance monitoring capabilities in connection with the Annual Review, at which time it had noted (i) the experience and seniority of both DIMA’s chief compliance officer and the Fund’s chief compliance officer; (ii) the large number of compliance personnel; and (iii) the substantial commitment of resources by DIMA and its affiliates to compliance matters.

Based on all of the information considered and the conclusions reached, the Board (including a majority of the Independent Board Members) determined that the terms of the New Sub-Advisory Agreement are fair and reasonable and that the approval of the New Agreements is in the best interests of each Fund. In reaching this conclusion the Board did not give particular weight to any single factor identified above. It is possible that individual Board Members may have weighed these factors differently in reaching their individual decisions to approve the New Sub-Advisory Agreement.

Information about QS Investors.    QS Investors is a newly organized, SEC registered investment adviser. While originally organized as a wholly-owned subsidiary of DIMA, as of the Separation on August 1, 2010, ownership of QS Investors was transferred to QS Investors Holdings. QS Investors provides a range of investment advisory services to institutional and retail clients relating to quantitative, tactical strategies and asset allocation.

 

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The principal occupations of each director and principal executive officer of QS Investors are set forth in the table below. The principal business address of each director and principal executive officer, as it relates to his or her duties at QS Investors is 880 Third Avenue, 7th Floor, New York, NY 10017. No Board Members or officers of the Funds are employees, officers, directors or shareholders of QS Investors.

 

Name

   

Position

   

Principal Occupation

Janet Campagna

   

Chief Executive Officer

   

Chief Executive Officer of QS Investors

James Norman

   

President

   

President of QS Investors

Steven Ducker

   

Chief Compliance Officer/Chief Risk Officer

   

Chief Compliance Officer/Chief Risk Officer of QS Investors

Tomislav Goles

   

Chief Technology Officer

   

Chief Technology Officer of QS Investors

Daniel Holman

   

Chief Operating Officer

   

Chief Operating Officer of QS Investors

Rosemary Macedo

   

Chief Investment Officer

   

Chief Investment Officer of QS Investors

Thomas Rose

   

Chief Financial Officer

   

Chief Financial Officer of QS Investors

Marco Véissid

   

Head of Institutional Relationship Management and Sales

   

Head of Institutional Relationship Management and Sales of QS Investors

Robert Wang

   

Head of Portfolio Implementation

   

Head of Portfolio Implementation of QS Investors

Exhibit C sets forth the fees and other information regarding other funds sub-advised by QS Investors.

Investment Adviser.    Pursuant to an investment management agreement between each Trust, on behalf of your Fund, and DIMA (the “Investment Management Agreement”), DIMA is the investment adviser for your Fund. The Investment Management Agreement for your Fund was last approved by the Board on September 10, 2010. Exhibit D sets forth the date each Fund’s Investment Management Agreement was last approved by shareholders.

Under the supervision of the Board, DIMA, with headquarters at 345 Park Avenue, New York, New York 10154, makes each Fund’s investment decisions, buys and sells securities for each Fund, and conducts research that leads to these purchase and sale decisions. DIMA also is responsible for selecting brokers and dealers and for negotiating brokerage commissions and dealer charges. The Investment Management Agreement permits DIMA to delegate any of its duties to a sub-advisor, subject to a majority vote of the Board, including a majority of the Independent Board Members, and, if required by applicable law, subject to a majority vote of the Fund’s shareholders.

 

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The name, address and principal occupation of each principal executive officer and each director of DIMA is set forth below. The address of each such person is c/o Deutsche Investment Management Americas Inc., 345 Park Avenue, New York, New York 10154.

 

Name

   

Position

   

Principal Occupation

Alban Miranda

   

Director and Chief Operating Officer

   

Managing Director and Chief Operating Officer of DWS Investments Americas

John Nolan

   

Director, President and Chief Executive Officer

   

Managing Director and Global Chief Administrative Officer

Cynthia Nestle

   

Director

   

Managing Director and Chief Operating Officer of Insurance

Christine Rosner

   

Director

   

Managing Director and Global Chief Operating Officer of DB Advisors

John Pak

   

Secretary and Chief Legal Officer

   

Managing Director and Global Head of Institutional and Insurance Legal

Francine Legaspi

   

Chief Financial Officer and Treasurer

   

Director of DeAM’s Global Finance/Analytics Group

Robert A. Kloby

   

Chief Compliance Officer

   

Managing Director of DeAM Compliance

Anjie LaRocca

   

Assistant Secretary

   

Assistant Vice President of Deutsche Bank’s Legal Department

DIMA is a wholly owned subsidiary of Deutsche Bank Americas Holding Corp. (“DBAHC”), 60 Wall Street, New York, NY 10005. DBAHC is a wholly owned subsidiary of Taunus Corporation, 60 Wall Street, New York, NY 10005, which in turn is a wholly owned subsidiary of Deutsche Bank AG, Taunusanlage 12, Frankfurt am Main, Germany. Deutsche Bank AG is a major global banking institution that is engaged in a wide range of financial services, including investment management, mutual funds, retail, private and commercial banking, investment banking and insurance.

Exhibit E sets forth the positions held by the officers of the Fund with DIMA or its affiliates. None of the Board Members hold such a position.

Exhibit F sets forth information about the Fund’s relationship with DIMA and certain affiliates of DIMA, including fees paid to “Affiliated Brokers.”

The Investment Management Agreement provides that DIMA shall not be liable for any error of judgment or of law, or for any loss suffered by the Fund in connection with the matters to which the agreements relate, except a loss resulting from willful misfeasance, bad faith or gross negligence on the part of DIMA in the performance of its

 

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obligations and duties, or by reason of its reckless disregard of its obligations and duties under the agreement.

The Investment Management Agreement for each Fund continues in effect from year to year so long as its continuation is approved at least annually by a majority of the Board and a majority of the Independent Board Members. The Investment Management Agreement may be terminated at any time upon sixty (60) days’ notice by either party, or by a majority vote of the outstanding shares of the Fund, and will terminate automatically upon assignment.

Information regarding the management fee rates payable, and aggregate amount paid, by each Fund under its Investment Management Agreement is set forth in Exhibit G. Exhibit G was calculated based on each Fund’s most recent fiscal year, except as noted.

DIMA also serves as the administrator for each Fund pursuant to an Administrative Services Agreement. Pursuant to the Administrative Services Agreement, DIMA provides administrative services to each Fund including, among others, providing the Fund with personnel, preparing and making required filings on behalf of the Fund, maintaining books and records for the Fund, and monitoring the valuation of Fund securities. Information regarding the administrative services fees payable by each Fund under its Administrative Services Agreement is set forth in Exhibit H. Exhibit H was calculated based on each Fund’s most recent fiscal year, except as noted.

 

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ADDITIONAL INFORMATION

Share Ownership.    Exhibit J to this Information Statement sets forth information as of October 8, 2010 regarding the ownership of the Funds’ shares by the only persons known by the Funds to own more than 5% of the outstanding shares of a class of any Fund. Collectively, the Board Members and executive officers of each Fund own less than 1% of each class of such Fund’s outstanding shares. The number of shares beneficially owned is determined under rules of the SEC, and the information is not necessarily indicative of beneficial ownership for any other purpose.

Principal Underwriter.    The principal underwriter for each Fund is DWS Investments Distributors, Inc., 222 South Riverside Plaza, Chicago, Illinois 60606-5808.

Contact for further information.    For further information concerning the Separation and the New Sub-Advisory Agreement, please contact your Fund at 800-621-1048 (Class A, B, C, R or Institutional Class shares) or at 800-728-3337 (Class S shares).

The most recent Annual Reports of the Funds, containing audited financial statements for the applicable fiscal years, and, if more recent, the most recent Semi-annual Reports of the Funds (each, a “Report”), previously have been furnished to the Funds’ shareholders. An additional copy of each Report will be furnished without charge upon request by writing to the Fund at 345 Park Avenue, New York, New York 10154 (for all Classes), or by calling 1-800-621-1048 (Class A, Class B and Class C), 1-800-730-1313 (Institutional Class) or 1-800-728-3337 (Class S). Reports are also available on the DWS website at www.dws-investments.com or at the website of the SEC at www.sec.gov.

In order to reduce the amount of mail you receive and to help reduce expenses, we generally send a single copy of any shareholder report and prospectus to each household. If you do not want the mailing of these documents to be combined with those for other members of your household, please contact your financial advisor or call 1-800-621-1048 (Class A, Class B and Class C), 1-800-730-1313 (Institutional Class) or 1-800-728-3337 (Class S).

 

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EXHIBIT A

FORM OF NEW SUB-ADVISORY AGREEMENT

INVESTMENT SUB-ADVISORY AGREEMENT

AGREEMENT made this 1st day of August, 2010, between Deutsche Investment Management Americas Inc. (the “Adviser” or “DIMA”) and QS Investors, LLC (the “Sub-Adviser”).

WHEREAS, DWS [            ], a Massachusetts business trust (the “Trust”), is registered as an open-end management investment company under the Investment Company Act of 1940, as amended (the “1940 Act”); and

WHEREAS, the Adviser has entered into an Investment Management Agreement dated [            ] (the “Advisory Agreement”) with the Trust, pursuant to which the Adviser will act as investment adviser to DWS [                    ] Fund (the “Fund”), which is a series of the Trust, and will provide certain management services with respect to the Fund; and

WHEREAS, the Adviser, with the approval of the Trust’s Board of Trustees, including a majority of the Trustees who are not “interested persons,” as defined in the 1940 Act, desires to retain the Sub-Adviser to provide investment advisory services in connection with the management of the Fund, and the Sub-Adviser is willing to render such investment advisory services.

NOW, THEREFORE, the parties hereto agree as follows:

1.  Duties of the Sub-Adviser.    Subject to supervision and oversight by the Adviser and the Trust’s Board of Trustees, the Sub-Adviser shall manage all of the securities and other assets of the Fund entrusted to it hereunder (the “Assets”), including the purchase, retention and disposition of the Assets, in accordance with the Fund’s investment objectives, policies and restrictions as stated in the Fund’s prospectus and statement of additional information, as currently in effect and as amended or supplemented from time to time (referred to collectively as the “Prospectus”), and subject to the following:

(a)  In the performance of its duties and obligations under this Agreement, the Sub-Adviser shall act in conformity with the Trust’s constituent documents and the Prospectus and with the instructions and directions of the Adviser and of the Board of Trustees of the Trust and will conform to and comply with the requirements of the 1940 Act, the Internal Revenue Code of 1986, as amended (the “Code”), and all other applicable federal and state laws and regulations, as each is amended from time to time. With respect to any such instructions and directions, the Sub-Adviser may request that such instructions and directions be made in writing.

(b)  The Sub-Adviser shall determine the Assets to be purchased or sold by the Fund and will place orders with or through such persons, brokers or dealers to carry out the policy with respect to brokerage set forth in the Trust’s registration statement and the Fund’s Prospectus or as the Board of Trustees or the Adviser may direct in writing from time to time, in conformity with federal securities laws. In executing portfolio transactions and selecting brokers or dealers, the Sub-Adviser will use its best efforts to seek on behalf of the Fund best execution. In evaluating best execution for any transaction, the Sub-Adviser shall consider all factors that it deems relevant, including the breadth of the market in the security, the price of the

 

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security, the financial condition and execution capability of the broker or dealer, and the reasonableness of the commission, if any, both for the specific transaction and on a continuing basis. In evaluating best execution, and in selecting the broker-dealer to execute a particular transaction, subject to any written instructions and directions of the Adviser or the Board of Trustees, the Sub-Adviser may also consider the brokerage and research services provided (as those terms are defined in Section 28(e) of the Securities Exchange Act of 1934). Provided the Sub-Adviser is acting in accordance with any such instructions and directions of the Adviser or the Board of Trustees, the Sub-Adviser is authorized to pay to a broker or dealer who provides such brokerage and research services a commission for executing a portfolio transaction for the Fund which is in excess of the amount of commission another broker or dealer would have charged for effecting that transaction if, but only if, the Sub-Adviser determines in good faith that such commission was reasonable in relation to the value of the brokerage and research services provided by such broker or dealer — viewed in terms of that particular transaction or in terms of the overall responsibilities of the Sub-Adviser to the Fund. In no instance, however, will the Fund’s Assets knowingly be purchased from or sold to the Adviser, the Sub-Adviser, any other sub-adviser of the Trust or other registered investment companies (or series or portions thereof) that may be deemed to be under common control with the Trust, the Trust’s principal underwriter, or any affiliated person of either the Trust, the Adviser, the Sub-Adviser or any other sub-adviser of the Trust or other registered investment companies (or series or portions thereof) that may be deemed to be under common control with the Trust, or the Trust’s principal underwriter, acting as principal in the transaction, except to the extent permitted by the Securities and Exchange Commission (“SEC”) and the 1940 Act and approved by the Adviser and the Board of Trustees.

On occasions when the Sub-Adviser deems the purchase or sale of a security to be in the best interests of the Fund as well as other clients of the Sub-Adviser, the Sub-Adviser, to the extent permitted by applicable laws and regulations, may, but shall be under no obligation to, aggregate the securities to be sold or purchased in order to obtain the most favorable price or lower brokerage commissions and efficient execution. In such event, allocation of securities so sold or purchased, as well as the expenses incurred in the transaction, will be made by the Sub-Adviser in the manner the Sub-Adviser considers to be the most equitable and consistent with its fiduciary obligations to the Fund and to such other clients.

The Sub-Adviser may buy securities for the Fund at the same time it is selling such securities for another client account and may sell securities for the Fund at the time it is buying such securities for another client account. In such cases, subject to applicable legal and regulatory requirements, and in compliance with such procedures of the Trust as may be in effect from time to time of which the Sub-Adviser is advised in writing, the Sub-Adviser may effectuate cross transactions between the Fund and such other account if it deems this to be advantageous to both of the accounts involved.

Notwithstanding the foregoing, the Sub-Adviser agrees that the Adviser shall have the right by written notice to identify securities that may not be purchased on behalf of the Fund and/or broker-dealers through or with which portfolio transactions on behalf of the Fund may not be effected. The Sub-Adviser shall

refrain from purchasing such securities for the Fund or directing any portfolio

 

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transaction to any such broker-dealer on behalf of the Fund, unless and until the written approval of the Adviser or the Board of Trustees, as the case may be, is so obtained.

(c)  The Sub-Adviser shall maintain and keep all books and records with respect to transactions involving the Assets required by subparagraphs (b)(5), (6), (7), (9), (10) and (11) and paragraph (f) of Rule 31a-1 under the 1940 Act. The Sub-Adviser shall keep the Adviser informed of developments materially affecting the Fund or the Trust. The Sub-Adviser shall provide to the Adviser or the Board of Trustees such periodic and special reports, balance sheets or financial information, and such other information with regard to its affairs as the Adviser or Board of Trustees may reasonably request.

The Sub-Adviser shall maintain and keep the books and records relating to the Assets required to be maintained and kept by the Sub-Adviser under this Agreement and shall timely furnish to the Adviser all information relating to the Sub-Adviser’s services under this Agreement needed by the Adviser to keep the other books and records of the Fund required by Rule 31a-1 under the 1940 Act. The Sub-Adviser shall also furnish to the Adviser any other information relating to the Assets that is required to be filed by the Adviser or the Trust with the SEC or sent to shareholders under the 1940 Act (including the rules adopted thereunder) or any exemptive or other relief that the Adviser or the Trust obtains from the SEC. The Sub-Adviser agrees that all records that it maintains on behalf of the Fund are the property of the Fund and the Sub-Adviser will surrender promptly to the Fund any of such records upon the Fund’s request; provided, however, that the Sub-Adviser may retain a copy of such records. The Sub-Adviser agrees to permit the Adviser, the Trust’s officers and the Fund’s independent registered public accounting firm to inspect and audit such records pertaining to the Fund at reasonable times during regular business hours upon due notice. In addition, for the duration of this Agreement, the Sub-Adviser shall preserve for the periods prescribed by Rule 31a-2 under the 1940 Act, and Rule 204-2 under the Investment Advisers Act of 1940, as amended (the “Advisers Act”), any such records as are required to be maintained by it pursuant to this Agreement, and shall transfer said records to any successor sub-adviser upon the termination of this Agreement (or, if there is no successor sub-adviser, to the Adviser). The Sub-Adviser shall maintain and enforce adequate security procedures with respect to all materials, records, documents and data relating to any of its responsibilities under this Agreement including all means for the effecting of securities transactions.

(d)  The Sub-Adviser will also make its officers and employees available to meet with the officers of the Adviser and the Trust’s officers and Trustees on reasonable due notice to review the investments and investment program of the Fund in the light of current and prospective economic and market conditions. In addition, the Sub-Adviser shall, on the Sub-Adviser’s own initiative, and as reasonably requested by the Adviser, for itself and on behalf of the Trust, furnish to the Adviser from time to time whatever information the Adviser reasonably believes appropriate for this purpose. From time to time as the Board of Trustees of the Trust or the Adviser may reasonably request, the Sub-Adviser will furnish to the Adviser and Trust’s officers and to each of its Trustees, at the Sub-Adviser’s expense, reports on portfolio transactions and reports on issuers of securities held by the Fund, all in such detail as the Trust or the Adviser may reasonably request. In addition, the Sub-Adviser shall provide advice and assistance to the Adviser as to the determination of the value of securities held or to be acquired by the Fund for

 

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valuation purposes in accordance with the process described in the Fund’s Prospectus and valuation procedures of which the Sub-Adviser is advised in writing. The Sub-Adviser will make its officers and employees available to meet with the officers of the Adviser and the Trust’s officers and Trustees and provide such information as the Board of Trustees and the Adviser reasonably believe appropriate for purposes of the Board’s consideration of this Agreement and any continuations thereof, including information about the profitability to the Sub-Adviser of providing advisory services hereunder.

(e)  The Sub-Adviser shall provide the Fund’s custodian on each business day with information relating to all transactions concerning the Fund’s Assets, including the name of the issuer, the description and amount or number of shares of the security purchased or sold, the market price, commission and gross or net price, trade date, settlement date and identity of the effecting broker or dealer, and such other information as may be reasonably required. The Sub-Adviser shall also provide the Adviser with such information upon the written request of the Adviser. The Sub-Adviser shall additionally provide the Fund’s Accountant with a trade log with the above information of all matched and unmatched transactions. The Sub-Adviser shall also provide the Adviser with such information upon written request of the Adviser. The Adviser is required to notify and inform the compliance department of the Sub-Adviser in advance in writing of any reports and documents which are necessary to comply with the legal requirements of the Fund. The Sub-Adviser shall provide such sub-certifications as officers of the Adviser or the Trust may reasonably request in writing in connection with the filings of Form N-CSR or Form N-Q (or any similar form) by the Fund.

The parties to this Agreement agree that the Fund has made arrangements for the safekeeping of any of the Fund’s assets (and the Fund’s documents of title) with such custodian as chosen by the Adviser from time to time with notice to the Sub-Adviser of the same. The Sub-Adviser shall not hold any asset of the Fund (or the Fund’s documents of title, if any) on behalf of the Fund or the Adviser.

(f)  In the performance of its duties hereunder, the Sub-Adviser is and shall be an independent contractor and, except as expressly provided for herein or otherwise expressly provided or authorized in writing by the Adviser, shall have no authority to act for or represent the Fund or the Trust in any way or otherwise be deemed to be an agent of the Fund, the Trust or the Adviser. If any occasion should arise in which the Sub-Adviser gives any advice to its clients concerning the shares of the Fund, the Sub-Adviser will act solely as investment counsel for such clients and not in any way on behalf of the Fund.

(g)  The Sub-Adviser shall promptly notify the Adviser of any financial condition that is likely to impair the Sub-Adviser’s ability to fulfill its commitment under this Agreement.

(h)  The Sub-Adviser shall be responsible for corporate action elections; provided, however, that the Sub-Adviser shall not be responsible for voting proxies received with respect to securities held by the Fund, unless the Adviser, subject to concurrence and delegation by the Trust’s Board of Trustees, notifies the Sub-Adviser in writing that the Sub-Adviser shall have such responsibility.

 

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2.  Duties of the Adviser.    The Adviser shall continue to have responsibility for all services to be provided to the Fund pursuant to the Advisory Agreement and shall supervise and oversee the Sub-Adviser’s performance of its duties under this Agreement; provided, however, that in connection with its management of the Assets, nothing herein shall be construed to relieve the Sub-Adviser of responsibility for compliance with the Trust’s constituent documents, the Prospectus, the instructions and directions of the Board of Trustees of the Fund, the requirements of the 1940 Act, the Code, and all other applicable federal and state laws and regulations, as each is amended from time to time.

3.  Delivery of Documents.

(a)  The Adviser has furnished the Sub-Adviser with copies properly certified or authenticated of each of the following documents:

(i)  The Trust’s Amended and Restated Declaration of Trust, as in effect on the date of this Agreement and as amended from time to time (herein called the “Declaration”);

(ii)  By-Laws of the Trust; and

(iii)  Prospectus of the Fund.

(b)  The Sub-Adviser has furnished the Adviser with copies properly certified or authenticated of each of the following documents, as applicable:

(i)  The Sub-Adviser’s most recent audited financial statements;

(ii)  An organizational chart showing public companies and registered broker-dealers affiliated with the Sub-Adviser;

(iii)  The Sub-Adviser’s Form ADV; and

(iv)  The Sub-Adviser’s Code of Ethics adopted pursuant to Rule 17j-1 under the 1940 Act.

4.  Certain Representations and Warranties of the Sub-Adviser.

(a)  The Sub-Adviser represents and warrants that it is a duly registered investment adviser under the Advisers Act, is a duly registered investment adviser in any and all states of the United States in which the Sub-Adviser is required to be so registered and has obtained all necessary licenses and approvals in order to perform the services provided in this Agreement. The Sub-Adviser covenants to maintain all necessary registrations, licenses and approvals in effect during the term of this Agreement.

(b)  The Sub-Adviser represents that it has read and understands the Prospectus and warrants that in investing the Fund’s assets it will use all reasonable efforts to adhere to the Fund’s investment objectives, policies and restrictions contained therein.

(c)  The Sub-Adviser represents that it will provide the Fund with any amendments to its Code of Ethics and any certifications required by Rule 17j-1 under the 1940 Act. The Sub-Adviser represents that it has policies and procedures regarding the detection and prevention and the misuse of material, nonpublic information by the Sub-Adviser and its employees as required by the Insider Trading and Securities Fraud Enforcement Act of 1988.

 

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(d)  The Sub-Adviser represents that, as of the date of this Agreement (which representation shall be confirmed periodically thereafter), (1) neither it nor any of its “affiliated persons” (as defined in the 1940 Act) are affiliated persons of: (i) the Adviser; (ii) any other sub-adviser to the Fund or the Trust or any affiliated person of that sub-adviser; (iii) any promoter, underwriter, officer, board member, member of an advisory board, or employee of the Fund or the Trust; or (iv) the Fund (other than by reason of serving as an investment adviser to the Fund); and (2) to the best knowledge of the Sub-Adviser, neither the Adviser nor any of its directors or officers directly or indirectly owns any material interest in the Sub-Adviser other than an interest through ownership of shares of a pooled investment vehicle that is not controlled by such person (or entity). The Sub-Adviser agrees to promptly notify the Adviser if it or any of its affiliated persons becomes an affiliated person of any of the persons set forth in (i) to (iii).

(e)  The Sub-Adviser represents and warrants that it will maintain written policies and procedures that are reasonably designed to prevent violation of Federal Securities Laws as defined in Rule 38a-1 under the 1940 Act and that are otherwise in compliance with Rule 206(4)-7 under the Advisers Act. Sub-Adviser agrees to provide the Fund and the Adviser, from time to time, with copies of such policies and procedures, summaries thereof and certifications with respect thereto. The Sub-Adviser agrees to cooperate with the Fund’s Chief Compliance Officer in providing information to fulfill the requirements of Rule 38a-1 under the 1940 Act as interpreted by the SEC or the Board of Trustees.

5.  Compliance.

(a)  The Sub-Adviser agrees that it shall promptly notify the Adviser and the Trust: (i) in the event that the SEC or any other regulatory authority has censured its activities, functions or operations; suspended or revoked its registration as an investment adviser; or has commenced proceedings or an investigation that may result in any of these actions, (ii) of the occurrence of any event that could disqualify the Sub-Adviser from serving as an investment adviser pursuant to Section 9 of the 1940 Act; (iii) in the event that there is a change in the Sub-Adviser, financial or otherwise, that adversely affects its ability to perform services under this Agreement or (iv) upon having a reasonable basis for believing that, as a result of the Sub-Adviser’s investing the Fund’s assets, the Fund’s investment portfolio has ceased to adhere to the Fund’s investment objectives, policies or restrictions as stated in the Prospectus or is otherwise in violation of applicable law.

(b)  The Adviser agrees that it shall promptly notify the Sub-Adviser in the event that the SEC has censured the Adviser or the Trust; placed limitations upon any of their activities, functions or operations; suspended or revoked the Adviser’s registration as an investment adviser; or has commenced proceedings or an investigation that may result in any of these actions.

(c)  The Sub-Adviser shall immediately forward, upon receipt, to the Adviser any correspondence from the SEC or other regulatory authority that relates to the Fund or the Adviser generally, including SEC inspection reports.

(d)  The Trust and the Adviser shall be given access to any and all records or other documents of the Sub-Adviser at reasonable times solely for the purpose of monitoring compliance with the terms of this Agreement and the rules and

 

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regulations applicable to the Sub-Adviser relating to its providing investment advisory services to the Fund, including without limitation records relating to trading by employees of the Sub-Adviser for their own accounts and on behalf of other clients. The Sub-Adviser agrees to promptly cooperate with the Trust and the Adviser and their representatives in connection with requests for such records or other documents.

6.  Compensation to the Sub-Adviser.

(a)  For the services to be provided by the Sub-Adviser pursuant to this Agreement, the Adviser will pay the Sub-Adviser, and the Sub-Adviser agrees to accept, a sub-advisory fee at the rate specified in Appendix A which is attached hereto and made part of this Agreement. The fee will be paid to the Sub-Adviser monthly. Except as may otherwise be prohibited by law or regulation (including any then current SEC staff interpretation), the Sub-Adviser may, in its discretion and from time to time, waive a portion of its fee.

(b)  For purposes of this Section 6, the value of net assets of the Fund shall be computed as required by the 1940 Act and in accordance with any procedures approved by the Board of Trustees for the computation of the value of the net assets of the Fund in connection with the determination of net asset value of its shares.

7.  Expenses.    The Sub-Adviser shall bear all expenses (excluding brokerage costs, custodian fees, auditors fees or other expenses of the Fund to be borne by the Fund or the Trust) in connection with the performance of its services under this Agreement. The Fund will bear certain other expenses to be incurred in its operation, including, but not limited to, investment advisory fees, sub-advisory fees (other than sub-advisory fees paid pursuant to this Agreement) and administration fees; fees for necessary professional and brokerage services to the Fund; costs relating to local administration of securities; fees for any pricing service; the costs of the Fund’s regulatory compliance (other than costs primarily relating to the Adviser’s or Sub-Adviser’s regulatory compliance); and pro rata costs associated with maintaining the Trust’s legal existence and shareholder relations. All other Fund operating expenses not specifically assumed by the Sub-Adviser hereunder or by the Adviser are borne by the Fund or the Trust.

8.  Standard of Care and Liability of Sub-Adviser.    The Sub-Adviser will not be liable for any loss sustained by reason of a mistake of law or error of judgment by the Sub-Adviser or the adoption of any investment policy or the purchase, sale, or retention of any security on the recommendation of the Sub-Adviser, whether or not such recommendation shall have been based upon its own investigation and research or upon investigation and research made by any other individual, firm or corporation, if such recommendation shall have been made and such other individual, firm, or corporation shall have been selected with due care and in good faith; but nothing herein contained will be construed to protect the Sub-Adviser against any liability to the Adviser, the Fund or its shareholders by reason of: (a) the Sub-Adviser’s causing the Fund to be in violation of any applicable federal or state law, rule or regulation or any investment policy or restriction set forth in the Fund’s Prospectus or any written guidelines, policies or instruction provided in writing by the Trust’s Board of Trustees or the Adviser or (b) the Sub-Adviser’s willful misfeasance, bad faith or gross negligence in the performance of its duties hereunder or its reckless disregard of its obligations and duties under this Agreement (such conduct set out in clauses (a) and (b) under this Section 8, “Disqualifying Conduct”).

 

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9.  Disclosure Regarding the Sub-Adviser.

(a)  The Sub-Adviser has reviewed the disclosure about the Sub-Adviser contained in the Trust’s registration statement, prospectus and supplements thereto and represents and warrants that, with respect to such disclosure about the Sub-Adviser or information related, directly or indirectly, to the Sub-Adviser, such documents contain, as of the date hereof, no untrue statement of any material fact and do not omit any statement of a material fact which is required to be stated therein or necessary to make the statements contained therein not misleading.

(b)  The Sub-Adviser agrees to notify the Adviser and the Trust promptly of: (i) any statement about the Sub-Adviser contained in the Trust’s registration statement, prospectus or supplements thereto that becomes untrue in any material respect, (ii) any omission of a material fact about the Sub-Adviser in such documents which is required to be stated therein or necessary to make the statements contained therein not misleading, or (iii) any reorganization or change in the Sub-Adviser, including any change in its ownership or key employees, including portfolio managers.

10.  Insurance.    The Sub-Adviser shall maintain for the duration hereof, with an insurer acceptable to the Adviser, a blanket bond and professional liability or errors and omissions insurance in an amount or amounts sufficient to meet its obligations to its clients, including the Fund.

11.  Duration and Termination.

(a)  This Agreement shall become effective with respect to the Fund on the first business day following the date it is approved in the manner required by the 1940 Act or such other date as shall be established by the Trust’s Board of Trustees and shall remain in full force until terminated or not annually approved as hereinafter provided. Notwithstanding the foregoing, this Agreement shall continue in force from year to year only as long as such continuance is specifically approved at least annually and in the manner required by the 1940 Act, with the first annual renewal to be coincident with the next renewal of the Advisory Agreement.

(b)  This Agreement shall automatically terminate in the event of its assignment or in the event of the termination of the Advisory Agreement. In addition, the Adviser has the right to terminate this Agreement upon immediate notice if the Sub-Adviser becomes statutorily disqualified from performing its duties under this Agreement or otherwise is legally prohibited from operating as an investment adviser.

(c)  If a party breaches this Agreement in any material respect which is not cured within sixty (60) days of the other party giving it written notice of such breach, the other party may effect termination of this Agreement on written notice to the defaulting party.

(d)  This Agreement may be terminated at any time, without the payment by the Fund of any penalty, by the Board of Trustees of the Fund, or by vote of a majority of the outstanding voting securities of the Fund, or by the Adviser as follows: the Fund may effect termination of this Agreement by action of the Board of Trustees of the Fund or by vote of a majority of the outstanding voting securities of the Fund on sixty (60) days written notice to the Adviser and the Sub-Adviser, and the Adviser may effect termination of this Agreement on sixty (60) days written notice to the Sub-Adviser.

 

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(e)  The Sub-Adviser may terminate this Agreement upon ninety (90) days written notice to the Adviser.

(f)  Termination of this Agreement shall not affect the right of the Sub-Adviser to receive payments on any unpaid balance of the compensation described in Section 6 earned prior to such termination.

12.  Confidentiality.

(a)  Each party agrees that it shall hold in strict confidence all data and information obtained from another party hereto or the Fund (unless such information is or becomes readily ascertainable from public or published information or trade sources other than through a breach of this Confidentiality Clause) other than to its affiliates and any other party performing functions for the Fund and shall ensure that its officers, employees and authorized representatives do not disclose such information to others without the prior written consent of the party from whom it was obtained, unless such disclosure is required by a court with competent jurisdiction, the SEC, other regulatory or official body with applicable jurisdiction, or the Fund’s independent registered public accounting firm, or in the opinion of its counsel, applicable law, and then only with as much prior written notice to the other party as is practicable under the circumstances.

(b)  The Adviser, on behalf of the Fund, has legitimate business reasons to disclose to the Sub-Adviser certain non-public portfolio holdings information of the Fund (“Holdings Information”) from time to time. The Sub-Adviser agrees that it:

(i)  Will use the Holdings Information exclusively for purposes of providing services pursuant to this Agreement that may benefit the Fund;

(ii)  Will not engage in any fraudulent, competitive or improper behavior based on the Holdings Information that may disadvantage the Fund, including disclosing, trading or making investment recommendations based on the Holdings Information to or for any party other than the Fund as provided in this Agreement;

(iii)  Will treat the Holdings Information as confidential and will not disclose such information to any party other than as required to perform the services under this Agreement. This clause shall not apply to the extent that: (1) the Holdings Information is publicly known, (2) the Holdings Information is or becomes legally known to the Sub-Adviser other than through disclosure by the Fund, the Adviser, an affiliated person of the Fund or the Adviser or by another party bound by an obligation of confidentiality to the Fund, or (3) the disclosure is required by law or requested by any regulatory authority or required by statute, rule, regulation, subpoena, regulatory examination request or court order, provided, however, that the Sub-Adviser will not make any such disclosure without first notifying the Adviser and the Fund and allowing the Adviser or the Fund a reasonable opportunity to seek injunctive relief (or a protective order) with respect to the obligation to make such disclosure; and

(iv)  Will notify the Adviser if the Sub-Adviser has any knowledge of the Holdings Information having been misused, including in violation of this Agreement.

 

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13.  Non-Exclusivity.    The services of the Sub-Adviser to the Fund are not to be deemed to be exclusive, and the Sub-Adviser shall be free to render investment advisory or other services to others (including other investment companies) and to engage in other activities, so long as its services under this Agreement are not impaired thereby.

14.  Use of Names.

(a)  The Sub-Adviser acknowledges and agrees that the name DWS (whether used by itself or in combination with other words), and abbreviations or logos associated with that name, are the valuable property of the Adviser and its affiliates; that the Trust, the Adviser and their affiliates have the right to use such name, abbreviations and logos; and that the Sub-Adviser shall use the name DWS, and associated abbreviations and logos, only in connection with the Sub-Adviser’s performance of its duties hereunder. Further, in any communication with the public and in any marketing communications of any sort, the Sub-Adviser agrees to obtain prior written approval from the Adviser before using or referring to DWS, the Fund or the Trust name, or any abbreviations or logos associated with those names; provided that nothing herein shall be deemed to prohibit the Sub-Adviser from referring to the performance of the Fund in the Sub-Adviser’s marketing material as long as such marketing material does not constitute “sales literature” or “advertising” for the Fund, as those terms are used in the rules, regulations and guidelines of the SEC and FINRA.

15.  Indemnifications.

(a)  The Sub-Adviser agrees to indemnify and hold harmless the Adviser and the Trust against any losses, expenses, claims, damages or liabilities (or actions or proceedings in respect thereof) to which the Adviser or the Trust may become subject arising out of or based on the breach by the Sub-Adviser of any provisions of this Agreement or any wrongful action by the Sub-Adviser; provided, however, that the Sub-Adviser shall not be liable under this Section 15(a) in respect of any loss, expense, claim, damage or liability to the extent that a court having jurisdiction shall have determined by a final judgment, or independent counsel agreed upon by the Sub-Adviser and the Adviser or the Trust, as the case may be, shall have concluded in a written opinion, that such loss, expense, claim, damage or liability resulted primarily from the Adviser’s or the Trust’s willful misfeasance, bad faith or gross negligence or by reason of the reckless disregard by the Adviser or the Trust of its duties. The foregoing indemnification shall be in addition to any rights that the Adviser or the Trust may have at common law or otherwise. The Sub-Adviser’s agreements in this Section 15(a) shall, upon the same terms and conditions, extend to and inure to the benefit of each person who may be deemed to control the Adviser or the Trust, be controlled by the Adviser or the Trust, or be under common control with the Adviser or the Trust and their affiliates, directors, officers, employees and agents. The Sub-Adviser’s agreement in this Section 15(a) shall also extend to any of the Trust’s, Fund’s, and Adviser’s successors or the successors of the aforementioned affiliates, directors, officers, employees or agents.

(b)  The Adviser agrees to indemnify and hold harmless the Sub-Adviser against any losses, expenses, claims, damages or liabilities (or actions or proceedings in respect thereof) to which the Sub-Adviser may become subject arising out of or based on the breach by the Adviser of any provisions of this Agreement or the Advisory Agreement, or any wrongful action by the Adviser or its affiliates in the

 

A-10

distribution of the Trust’s shares, or any wrongful action by the Trust other than wrongful action that was caused by the breach by the Sub-Adviser of the provisions of this Agreement; provided, however, that the Adviser shall not be liable under this Section 15(b) in respect of any loss, expense, claim, damage or liability to the extent that a court having jurisdiction shall have determined by a final judgment, or independent counsel agreed upon by the Adviser and the Sub-Adviser shall have concluded in a written opinion, that such loss, expense, claim, damage or liability resulted primarily from the Sub-Adviser’s Disqualifying Conduct. The foregoing indemnification shall be in addition to any rights that the Sub-Adviser may have at common law or otherwise. The Adviser’s agreements in this Section 15(b) shall, upon the same terms and conditions, extend to and inure to the benefit of each person who may be deemed to control the Sub-Adviser, be controlled by the Sub-Adviser or be under common control with the Sub-Adviser and to each of the Sub-Adviser’s and each such person’s respective affiliates, directors, officers, employees and agents. The Adviser’s agreements in this Section 15(b) shall also extend to any of the Sub-Adviser’s successors or the successors of the aforementioned affiliates, directors, officers, employees or agents.

(c)  Promptly after receipt by a party indemnified under Section 15(a) or 15(b) of notice of the commencement of any action, proceeding, or investigation for which indemnification will be sought (a “Proceeding”), such indemnified party shall promptly notify the indemnifying party in writing; but the omission so to notify the indemnifying party shall not relieve it from any liability which it may otherwise have to any indemnified party unless such omission results in actual material prejudice to the indemnifying party. In case any Proceeding shall be brought against any indemnified party, and it shall notify the indemnifying party of the commencement thereof, the indemnifying party shall be entitled to participate in and, individually or jointly with any other indemnifying party, to assume the defense thereof with counsel reasonably satisfactory to the indemnified party. After notice from the indemnifying party to the indemnified party of its election to assume the defense of any Proceeding, the indemnifying party shall not be liable to the indemnified party for any legal or other expenses subsequently incurred by the indemnified party in connection with the defense thereof other than reasonable costs of investigation. Notwithstanding the indemnifying party’s election to appoint counsel to represent the indemnified party in any Proceeding, the indemnified party shall have the right to employ separate counsel (including local counsel), and the indemnifying party shall bear the reasonable fees, costs and expenses of such separate counsel if (i) the use of counsel chosen by the indemnifying party to represent the indemnified party would present such counsel with a conflict of interest, (ii) the actual or potential defendants in, or targets of, any such Proceeding include both the indemnified party and the indemnifying party and the indemnifying party and the indemnified party shall have reasonably concluded that there may be legal defenses available to it and/or other indemnified parties which are different from or additional to those available to the indemnifying party, (iii) the indemnifying party shall not have employed counsel reasonably satisfactory to the indemnified party within a reasonable time after notice of the institution of such Proceeding or (iv) the indemnifying party shall authorize the indemnified party to employ separate counsel at the expense of the indemnifying party. If the indemnifying party does not elect to assume the defense of any action or proceeding, the indemnifying party on a monthly basis shall reimburse the indemnified party for the reasonable legal fees and other costs of defense thereof.

 

A-11

Regardless of whether or not the indemnifying party shall have assumed the defense of any Proceeding, the indemnified party shall not settle or compromise the Proceeding without the prior written consent of the indemnifying party, which shall not be unreasonably withheld, and the indemnifying party shall not settle or compromise any Proceeding without the prior written consent of the indemnified party, which shall not be unreasonably withheld.

16.  Governing Law.    This Agreement shall be governed by the internal laws of the State of New York, without regard to conflict of law principles; provided, however, that nothing herein shall be construed as being inconsistent with the 1940 Act.

17.  Severability.    Should any part of this Agreement be held invalid by a court decision, statute, rule or otherwise, the remainder of this Agreement shall not be affected thereby. This Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors.

18.  Notice.    Any notice, advice or report to be given pursuant to this Agreement shall be deemed sufficient if delivered or mailed by registered, certified or overnight mail, postage prepaid addressed by the party giving notice to the other party at the last address furnished by the other party:

To the Adviser:

Mr. John Pak, Esq.

Chief Legal Officer

Deutsche Investment Management Americas Inc.

345 Park Avenue

New York, NY 10154

and with a copy (which shall not constitute notice) to:

John Millette

Deutsche Investment Management Americas Inc.

One Beacon Street

Boston, MA 02108

To the Sub-Adviser:

Ms. Janet Campagna

Chief Executive Officer

QS Investors, LLC

880 3rd Avenue, 7th Floor

New York, NY 10022

and with a copy (which shall not constitute notice) to:

G. David Brinton, Esq. and Clifford R. Cone, Esq.

Clifford Chance

31 West 52nd Street

New York, NY 10019

 

A-12

 

19.  Questions of Interpretation.    Any question of interpretation of any term or provision of this Agreement having a counterpart in or otherwise derived from a term or provision of the 1940 Act shall be resolved by reference to such term or provision of the 1940 Act and to interpretations thereof, if any, by the United States Courts or in the absence of any controlling decision of any such court, by rules, regulations or orders of the SEC issued pursuant to the 1940 Act. Specifically, the terms “vote of a majority of the outstanding voting securities,” “interested person,” “control,” “assignment” and “affiliated person,” as used in this Agreement, shall have the meanings assigned to them by Section 2(a) of the 1940 Act. In addition, where the effect of a requirement of the 1940 Act reflected in any provision of this Agreement is modified or interpreted by any applicable order or orders of the SEC or any rules or regulations adopted by, or interpretative releases of, the SEC thereunder, such provision shall be deemed to incorporate the effect of such order, rule, regulation or interpretative release.

20.  Entire Agreement.    This Agreement states the entire agreement of the parties hereto, and is intended to be the complete and exclusive statement of the terms hereof. It may not be added to or changed orally, and may not be modified or rescinded, except by a writing signed by the parties hereto and in accordance with the 1940 Act or pursuant to applicable orders or interpretations of the SEC.

21.  Miscellaneous.    This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original, but such counterparts shall, together, constitute only one instrument.

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their officers designated below as of the day and year first written above.

 

DEUTSCHE INVESTMENT MANAGEMENT AMERICAS INC.     QS INVESTORS, LLC
By:  

 

     By:  

 

Name:  

Caroline Pearson

     Name:  

Janet Campagna

Title:  

Managing Director

     Title:  

Chief Executive Officer

DEUTSCHE INVESTMENT MANAGEMENT AMERICAS INC.    
By:  

 

      
Name:  

John Millette

      
Title:  

Director

      

 

A-13

 

Appendix A

DWS Alternative Asset Allocation Plus Fund.    Pursuant to Section 6, the Adviser shall pay the Sub-Adviser compensation under this Agreement at an annual rate as follows:

(i) 0.080% of average daily net assets for employing a strategic asset allocation (“SAA”) strategy; and

(ii) 0.100% of average daily net assets for every 1.00% of Tracking Error (as defined below) to the extent that the Fund employs a global tactical asset allocation overlay (“iGAP”) strategy.

“Tracking Error” means the percentage of enhanced return targeted from the iGAP strategy, as set by the Adviser from time to time.

DWS Alternative Asset Allocation Plus VIP.    Pursuant to Section 6, the Adviser shall pay the Sub-Adviser compensation under this Agreement at an annual rate as follows:

(i) 0.080% of average daily net assets for employing a strategic asset allocation (“SAA”) strategy; and

(ii) 0.100% of average daily net assets for every 1.00% of Tracking Error (as defined below) to the extent that the Fund employs a global tactical asset allocation overlay (“iGAP”) strategy.

“Tracking Error” means the percentage of enhanced return targeted from the iGAP strategy, as set by the Adviser from time to time.

DWS Balanced Fund.    Pursuant to Section 6, the Adviser shall pay the Sub-Adviser compensation under this Agreement at an annual rate as follows:

(i) 0.080% of average daily net assets for employing a strategic asset allocation (“SAA”) strategy; and

(ii) 0.100% of average daily net assets for every 1.00% of Tracking Error (as defined below) to the extent that the Fund employs a global tactical asset allocation overlay (“iGAP”) strategy.

“Tracking Error” means the percentage of enhanced return targeted from the iGAP strategy, as set by the Advisor from time to time.

DWS Balanced VIP.    Pursuant to Section 6, the Adviser shall pay the Sub-Adviser compensation under this Agreement at an annual rate as follows:

(i) 0.080% of average daily net assets for employing a strategic asset allocation (“SAA”) strategy; and

(ii) 0.100% of average daily net assets for every 1.00% of Tracking Error (as defined below) to the extent that the Fund employs a global tactical asset allocation overlay (“iGAP”) strategy.

“Tracking Error” means the percentage of enhanced return targeted from the iGAP strategy, as set by the Adviser from time to time.

 

A-14

 

DWS Blue Chip Fund.    Pursuant to Section 6, the Adviser shall pay the Sub-Adviser compensation under this Agreement at an annual rate as follows:

(i) 0.300% of average daily net assets if the Net Investment Management Fee (as defined below) is greater than an annual rate of 0.50% of average daily net assets of the Fund; or

(ii) 60% of the Net Investment Management Fee if the Net Investment Management Fee is equal to or less than an annual rate of 0.50% of average daily net assets of the Fund.

“Net Investment Management Fee” means the actual investment management fee received by the Adviser pursuant to its Advisory Agreement with DWS Blue Chip Fund with respect to the Fund, as in effect from time to time, after deduction of all advisory fee waivers and reimbursements (including waivers of advisory fees resulting from Fund expense caps). For the sake of clarity, Net Investment Management Fee does not include fees received by the Adviser pursuant to its Administrative Services Agreement with DWS Blue Chip Fund with respect to the Fund, as in effect from time to time. For the avoidance of doubt, the cap set out in clause (i) above is applied on a monthly, not annual, basis.

DWS Blue Chip VIP.    Pursuant to Section 6, the Adviser shall pay the Sub-Adviser compensation under this Agreement at an annual rate as follows:

(i) 0.300% of average daily net assets if the Net Investment Management Fee (as defined below) is greater than an annual rate of 0.50% of average daily net assets of the Fund; or

(ii) 60% of the Net Investment Management Fee if the Net Investment Management Fee is equal to or less than an annual rate of 0.50% of average daily net assets of the Fund.

“Net Investment Management Fee” means the actual investment management fee received by the Adviser pursuant to its Advisory Agreement with DWS Variable Series II with respect to the Fund, as in effect from time to time, after deduction of all advisory fee waivers and reimbursements (including waivers of advisory fees resulting from Fund expense caps). For the sake of clarity, Net Investment Management Fee does not include fees received by the Adviser pursuant to its Administrative Services Agreement with DWS Variable Series II with respect to the Fund, as in effect from time to time. For the avoidance of doubt, the cap set out in clause (i) above is applied on a monthly, not annual, basis.

DWS Disciplined Market Neutral Fund.    Pursuant to Section 6, the Adviser shall pay the Sub-Adviser compensation under this Agreement at an annual rate as follows:

(i) 0.450% of average daily net assets if the Net Investment Management Fee (as defined below) is greater than an annual rate of 0.750% of average daily net assets of the Fund; or

(ii) 60% of the Net Investment Management Fee if the Net Investment Management Fee is equal to or less than an annual rate of 0.750% of average daily net assets of the Fund.

 

A-15

 

“Net Investment Management Fee” means the actual investment management fee received by the Adviser pursuant to its Advisory Agreement with DWS Equity Trust with respect to the Fund, as in effect from time to time, after deduction of all advisory fee waivers and reimbursements (including waivers of advisory fees resulting from Fund expense caps). For the sake of clarity, Net Investment Management Fee does not include fees received by the Adviser pursuant to its Administrative Services Agreement with DWS Equity Trust with respect to the Fund, as in effect from time to time. For the avoidance of doubt, the cap set out in clause (i) above is applied on a monthly, not annual, basis.

DWS Diversified International Equity Fund.    Pursuant to Section 6, the Adviser shall pay the Sub-Adviser compensation under this Agreement at an annual rate as follows:

(i) 0.300% of average daily net assets if the Net Investment Management Fee (as defined below) is greater than an annual rate of 0.50% of average daily net assets of the Fund; or

(ii) 60% of the Net Investment Management Fee if the Net Investment Management Fee is equal to or less than an annual rate of 0.50% of average daily net assets of the Fund.

“Net Investment Management Fee” means the actual investment management fee received by the Adviser pursuant to its Advisory Agreement with DWS Advisor Funds with respect to the Fund, as in effect from time to time, after deduction of all advisory fee waivers and reimbursements (including waivers of advisory fees resulting from Fund expense caps). For the sake of clarity, Net Investment Management Fee does not include fees received by the Adviser pursuant to its Administrative Services Agreement with DWS Advisor Funds with respect to the Fund, as in effect from time to time. For the avoidance of doubt, the cap set out in clause (i) above is applied on a monthly, not annual, basis.

DWS Diversified International Equity VIP.    Pursuant to Section 6, the Adviser shall pay the Sub-Adviser compensation under this Agreement at an annual rate as follows:

(i) 0.300% of average daily net assets if the Net Investment Management Fee (as defined below) is greater than an annual rate of 0.50% of average daily net assets of the Fund; or

(ii) 60% of the Net Investment Management Fee if the Net Investment Management Fee is equal to or less than an annual rate of 0.50% of average daily net assets of the Fund.

“Net Investment Management Fee” means the actual investment management fee received by the Adviser pursuant to its Advisory Agreement with DWS Variable Series II with respect to the Fund, as in effect from time to time, after deduction of all advisory fee waivers and reimbursements (including waivers of advisory fees resulting from Fund expense caps). For the sake of clarity, Net Investment Management Fee does not include fees received by the Adviser pursuant to its Administrative Services Agreement with DWS Variable Series II with respect to the Fund, as in effect from time to time. For the avoidance of doubt, the cap set out in clause (i) above is applied on a monthly, not annual, basis.

 

A-16

 

DWS Global Inflation Plus Fund.    Pursuant to Section 6, the Adviser shall pay the Sub-Adviser compensation under this Agreement at an annual rate of 0.100% of average daily net assets of the Fund for every 1.00% of Tracking Error (as defined below) to the extent that the Fund employs a global tactical asset allocation overlay (“iGAP”) strategy.

“Tracking Error” means the percentage of enhanced return targeted from the iGAP strategy, as set by the Adviser from time to time.

DWS Growth & Income Fund.    Pursuant to Section 6, the Adviser shall pay the Sub-Adviser compensation under this Agreement at an annual rate as follows:

(i) 0.300% of average daily net assets if the Net Investment Management Fee (as defined below) is greater than an annual rate of 0.50% of average daily net assets of the Fund; or

(ii) 60% of the Net Investment Management Fee if the Net Investment Management Fee is equal to or less than an annual rate of 0.50% of average daily net assets of the Fund.

“Net Investment Management Fee” means the actual investment management fee received by the Adviser pursuant to its Advisory Agreement with DWS Investment Trust with respect to the Fund, as in effect from time to time, after deduction of all advisory fee waivers and reimbursements (including waivers of advisory fees resulting from Fund expense caps). For the sake of clarity, Net Investment Management Fee does not include fees received by the Adviser pursuant to its Administrative Services Agreement with DWS Investment Trust with respect to the Fund, as in effect from time to time. For the avoidance of doubt, the cap set out in clause (i) above is applied on a monthly, not annual, basis.

DWS Growth & Income VIP.    Pursuant to Section 6, the Adviser shall pay the Sub-Adviser compensation under this Agreement at an annual rate as follows:

(i) 0.300% of average daily net assets if the Net Investment Management Fee (as defined below) is greater than an annual rate of 0.50% of average daily net assets of the Fund; or

(ii) 60% of the Net Investment Management Fee if the Net Investment Management Fee is equal to or less than an annual rate of 0.50% of average daily net assets of the Fund.

“Net Investment Management Fee” means the actual investment management fee received by the Adviser pursuant to its Advisory Agreement with DWS Variable Series I with respect to the Fund, as in effect from time to time, after deduction of all advisory fee waivers and reimbursements (including waivers of advisory fees resulting from Fund expense caps). For the sake of clarity, Net Investment Management Fee does not include fees received by the Adviser pursuant to its Administrative Services Agreement with DWS Variable Series I with respect to the Fund, as in effect from time to time. For the avoidance of doubt, the cap set out in clause (i) above is applied on a monthly, not annual, basis.

DWS LifeCompass 2015 Fund.    Pursuant to Section 6, the Adviser shall pay the Sub-Adviser compensation under this Agreement at an annual rate of 0.080% of average daily net assets of the Fund for employing a strategic asset allocation (“SAA”) strategy.

 

A-17

 

DWS LifeCompass 2020 Fund.    Pursuant to Section 6, the Adviser shall pay the Sub-Adviser compensation under this Agreement at an annual rate of 0.080% of average daily net assets of the Fund for employing a strategic asset allocation (“SAA”) strategy.

DWS LifeCompass 2030 Fund.    Pursuant to Section 6, the Adviser shall pay the Sub-Adviser compensation under this Agreement at an annual rate of 0.080% of average daily net assets of the Fund for employing a strategic asset allocation (“SAA”) strategy.

DWS LifeCompass Retirement Fund.    Pursuant to Section 6, the Adviser shall pay the Sub-Adviser compensation under this Agreement at an annual rate of 0.080% of average daily net assets of the Fund for employing a strategic asset allocation (“SAA”) strategy.

DWS S&P 500 Plus Fund.    Pursuant to Section 6, the Adviser shall pay the Sub-Adviser compensation under this Agreement at an annual rate of 50% of the Net Investment Management Fee (as defined below).

“Net Investment Management Fee” means the actual unitary fee (after the effect of the performance adjustment) received by the Adviser pursuant to its Advisory Agreement with DWS Value Equity Trust with respect to the Fund, as in effect from time to time, after deduction of estimated Fund expenses (currently 0.30% of average daily net assets) as determined by the Adviser from time to time. “Estimated Fund expenses” equal expenses Deutsche Investment Management Americas Inc. agrees to bear under the Advisory Agreement, excluding expenses for investment management services.

DWS Select Alternative Allocation Fund.    Pursuant to Section 6, the Adviser shall pay the Sub-Adviser compensation under this Agreement at an annual rate of 0.080% of average daily net assets of the Fund for employing a strategic asset allocation (“SAA”) strategy.

DWS Short Duration Plus Fund.    Pursuant to Section 6, the Adviser shall pay the Sub-Adviser compensation under this Agreement at an annual rate of 0.100% of average daily net assets of the Fund for every 1.00% of Tracking Error (as defined below) to the extent that the Fund employs a global tactical asset allocation overlay (“iGAP”) strategy.

“Tracking Error” means the percentage of enhanced return targeted from the iGAP strategy, as set by the Advisor from time to time.

DWS Small Cap Core Fund.    Pursuant to Section 6, the Adviser shall pay the Sub-Adviser compensation under this Agreement at an annual rate as follows:

(i) 0.300% of average daily net assets if the Net Investment Management Fee (as defined below) is greater than an annual rate of 0.50% of average daily net assets of the Fund; or

(ii) 60% of the Net Investment Management Fee if the Net Investment Management Fee is equal to or less than an annual rate of 0.50% of average daily net assets of the Fund.

 

A-18

 

“Net Investment Management Fee” means the actual investment management fee received by the Adviser pursuant to its Advisory Agreement with DWS Investment Trust with respect to the Fund, as in effect from time to time, after deduction of all advisory fee waivers and reimbursements (including waivers of advisory fees resulting from Fund expense caps). For the sake of clarity, Net Investment Management Fee does not include fees received by the Adviser pursuant to its Administrative Services Agreement with DWS Investment Trust with respect to the Fund, as in effect from time to time. For the avoidance of doubt, the cap set out in clause (i) above is applied on a monthly, not annual, basis.

DWS Strategic Government Securities Fund.    Pursuant to Section 6, the Adviser shall pay the Sub-Adviser compensation under this Agreement at an annual rate of 0.100% of average daily net assets of the Fund for every 1.00% of Tracking Error (as defined below) to the extent that the Fund employs a global tactical asset allocation overlay (“iGAP”) strategy.

“Tracking Error” means the percentage of enhanced return targeted from the iGAP strategy, as set by the Adviser from time to time.

DWS Strategic Income Fund.    Pursuant to Section 6, the Adviser shall pay the Sub-Adviser compensation under this Agreement at an annual rate of 0.100% of average daily net assets of the Fund for every 1.00% of Tracking Error (as defined below) to the extent that the Fund employs a global tactical asset allocation overlay (“iGAP”) strategy.

“Tracking Error” means the percentage of enhanced return targeted from the iGAP strategy, as set by the Adviser from time to time.

DWS Strategic Income VIP.    Pursuant to Section 6, the Adviser shall pay the Sub-Adviser compensation under this Agreement at an annual rate of 0.100% of average daily net assets of the Fund for every 1.00% of Tracking Error (as defined below) to the extent that the Fund employs a global tactical asset allocation overlay (“iGAP”) strategy.

“Tracking Error” means the percentage of enhanced return targeted from the iGAP strategy, as set by the Adviser from time to time.

 

A-19

 

EXHIBIT B

PORTFOLIO MANAGEMENT TEAMS

DWS Alternative Asset Allocation Plus Fund

The primary portfolio managers responsible for the day-to-day management of the Fund, including implementation of the Fund’s strategic asset allocation strategy and management of the assets attributable to the global tactical asset allocation overlay (“iGAP”) strategy for the Fund are as follows:

 

Robert Wang

Head of Portfolio Management and Implementation, QS Investors

  •  

Began managing the Fund in 2007.

  •  

Joined QS Investors in 2010 after 28 years of experience of trading fixed income, foreign exchange and derivative products at Deutsche Asset Management and J.P. Morgan.

  •  

BS, The Wharton School, University of Pennsylvania.

Inna Okounkova

Head of Strategic Asset Allocation and Portfolio Management, QS Investors

  •  

Began managing the Fund in 2007.

  •  

Joined QS Investors in 2010 after 11 years with Deutsche Asset Management as a quantitative analyst, becoming an associate portfolio manager in 2001.

  •  

MS, Moscow State University; MBA, University of Chicago — Graduate School of Business.

 

Thomas Picciochi

Head of GTAA Portfolio Management and Trading, QS Investors

  •  

Began managing the Fund in 2007.

  •  

Joined QS Investors in 2010 after 24 years of experience in portfolio management and various research and analysis positions at Deutsche Asset Management, State Street Global Advisors, FPL Energy, Barnett Bank, Trade Finance Corporation and Reserve Financial Management.

  •  

BA & MBA from University of Miami.

 

B-1

 

DWS Alternative Asset Allocation Plus VIP

The primary portfolio managers responsible for the day-to-day management of the Fund, including implementation of the Fund’s strategic asset allocation strategy and management of the assets attributable to the global tactical asset allocation overlay (“iGAP”) strategy for the Fund are as follows:

 

Robert Wang

Head of Portfolio Management and Implementation, QS Investors

  •  

Began managing the Fund in 2009.

  •  

Joined QS Investors in 2010 after 28 years of experience of trading fixed income, foreign exchange and derivative products at Deutsche Asset Management and J.P. Morgan.

  •  

BS, The Wharton School, University of Pennsylvania.

Inna Okounkova

Head of Strategic Asset Allocation and Portfolio Management, QS Investors

  •  

Began managing the Fund in 2009.

  •  

Joined QS Investors in 2010 after 11 years with Deutsche Asset Management as a quantitative analyst, becoming an associate portfolio manager in 2001.

  •  

MS, Moscow State University; MBA, University of Chicago — Graduate School of Business.

 

Thomas Picciochi

Head of GTAA Portfolio Management and Trading, QS Investors

  •  

Began managing the Fund in 2009.

  •  

Joined QS Investors in 2010 after 24 years of experience in portfolio management and various research and analysis positions at Deutsche Asset Management, State Street Global Advisors, FPL Energy, Barnett Bank, Trade Finance Corporation and Reserve Financial Management.

  •  

BA & MBA from University of Miami.

 

B-2

 

DWS Balanced Fund

The primary portfolio managers responsible for the day-to-day management of the Fund, including implementation of the Fund’s strategic asset allocation strategy and management of the assets attributable to the global tactical asset allocation overlay (“iGAP”) strategy for the Fund are as follows:

 

Robert Wang

Head of Portfolio Management and Implementation, QS Investors

  •  

Began managing the Fund in 2005.

  •  

Joined QS Investors in 2010 after 28 years of experience of trading fixed income, foreign exchange and derivative products at Deutsche Asset Management and J.P. Morgan.

  •  

BS, The Wharton School, University of Pennsylvania.

Inna Okounkova

Head of Strategic Asset Allocation and Portfolio Management, QS Investors

  •  

Began managing the Fund in 2005.

  •  

Joined QS Investors in 2010 after 11 years with Deutsche Asset Management as a quantitative analyst, becoming an associate portfolio manager in 2001.

  •  

MS, Moscow State University; MBA, University of Chicago — Graduate School of Business.

 

Thomas Picciochi

Head of GTAA Portfolio Management and Trading, QS Investors

  •  

Began managing the Fund in 2007.

  •  

Joined QS Investors in 2010 after 24 years of experience in portfolio management and various research and analysis positions at Deutsche Asset Management, State Street Global Advisors, FPL Energy, Barnett Bank, Trade Finance Corporation and Reserve Financial Management.

  •  

BA & MBA from University of Miami.

 

B-3

 

DWS Balanced VIP

The primary portfolio managers responsible for the day-to-day management of the Fund, including implementation of the Fund’s strategic asset allocation strategy and management of the assets attributable to the global tactical asset allocation overlay (“iGAP”) strategy for the Fund are as follows:

 

Robert Wang

Head of Portfolio Management and Implementation, QS Investors

  •  

Began managing the Fund in 2005.

  •  

Joined QS Investors in 2010 after 28 years of experience of trading fixed income, foreign exchange and derivative products at Deutsche Asset Management and J.P. Morgan.

  •  

BS, The Wharton School, University of Pennsylvania.

Inna Okounkova

Head of Strategic Asset Allocation and Portfolio Management, QS Investors

  •  

Began managing the Fund in 2005.

  •  

Joined QS Investors in 2010 after 11 years with Deutsche Asset Management as a quantitative analyst, becoming an associate portfolio manager in 2001.

  •  

MS, Moscow State University; MBA, University of Chicago — Graduate School of Business.

 

Thomas Picciochi

Head of GTAA Portfolio Management and Trading, QS Investors

  •  

Began managing the Fund in 2007.

  •  

Joined QS Investors in 2010 after 24 years of experience in portfolio management and various research and analysis positions at Deutsche Asset Management, State Street Global Advisors, FPL Energy, Barnett Bank, Trade Finance Corporation and Reserve Financial Management.

  •  

BA & MBA from University of Miami.

 

B-4

 

DWS Blue Chip Fund

The primary portfolio managers responsible for the day-to-day management of the Fund are as follows:

 

Robert Wang

Head of Portfolio Management and Implementation, QS Investors

  •  

Began managing the Fund in 2003.

  •  

Joined QS Investors in 2010 after 28 years of experience of trading fixed income, foreign exchange and derivative products at Deutsche Asset Management and J.P. Morgan.

  •  

BS, The Wharton School, University of Pennsylvania.

 

Russell Shtern, CFA

Head of Equity Portfolio Management and Trading, QS Investors

  •  

Began managing the Fund in 2010.

  •  

Joined QS Investors in 2010 after 11 years of experience as portfolio manager and trader’s assistant with Deutsche Asset Management.

  •  

BBA, Pace University.

 

DWS Blue Chip VIP

The primary portfolio managers responsible for the day-to-day management of the Fund are as follows:

 

Robert Wang

Head of Portfolio Management and Implementation, QS Investors

  •  

Began managing the Fund in 2003.

  •  

Joined QS Investors in 2010 after 28 years of experience of trading fixed income, foreign exchange and derivative products at Deutsche Asset Management and J.P. Morgan.

  •  

BS, The Wharton School, University of Pennsylvania.

 

Russell Shtern, CFA

Head of Equity Portfolio Management and Trading, QS Investors

  •  

Began managing the Fund in 2010.

  •  

Joined QS Investors in 2010 after 11 years of experience as portfolio manager and trader’s assistant with Deutsche Asset Management.

  •  

BBA, Pace University.

 

B-5

 

DWS Disciplined Market Neutral Fund

The primary portfolio managers responsible for the day-to-day management of the Fund are as follows:

 

Robert Wang

Head of Portfolio Management and Implementation, QS Investors

  •  

Began managing the Fund in 2006.

  •  

Joined QS Investors in 2010 after 28 years of experience of trading fixed income, foreign exchange and derivative products at Deutsche Asset Management and J.P. Morgan.

  •  

BS, The Wharton School, University of Pennsylvania.

 

Russell Shtern, CFA

Head of Equity Portfolio Management and Trading, QS Investors

  •  

Began managing the Fund in 2010.

  •  

Joined QS Investors in 2010 after 11 years of experience as portfolio manager and trader’s assistant with Deutsche Asset Management.

  •  

BBA, Pace University.

 

DWS Diversified International Equity Fund

The primary portfolio managers responsible for the day-to-day management of the Fund are as follows:

 

Robert Wang

Head of Portfolio Management and Implementation, QS Investors

  •  

Began managing the Fund in 2009.

  •  

Joined QS Investors in 2010 after 28 years of experience of trading fixed income, foreign exchange and derivative products at Deutsche Asset Management and J.P. Morgan.

  •  

BS, The Wharton School, University of Pennsylvania.

 

Russell Shtern, CFA

Head of Equity Portfolio Management and Trading, QS Investors

  •  

Began managing the Fund in 2009.

  •  

Joined QS Investors in 2010 after 11 years of experience as portfolio manager and trader’s assistant with Deutsche Asset Management.

  •  

BBA, Pace University.

 

B-6

 

DWS Diversified International Equity VIP

The primary portfolio managers responsible for the day-to-day management of the Fund are as follows:

 

Robert Wang

Head of Portfolio Management and Implementation, QS Investors

  •  

Began managing the Fund in 2009.

  •  

Joined QS Investors in 2010 after 28 years of experience of trading fixed income, foreign exchange and derivative products at Deutsche Asset Management and J.P. Morgan.

  •  

BS, The Wharton School, University of Pennsylvania.

 

Russell Shtern, CFA

Head of Equity Portfolio Management and Trading, QS Investors

  •  

Began managing the Fund in 2009.

  •  

Joined QS Investors in 2010 after 11 years of experience as portfolio manager and trader’s assistant with Deutsche Asset Management.

  •  

BBA, Pace University.

 

B-7

 

DWS Global Inflation Plus Fund

The following DIMA portfolio managers are responsible for the day-to-day management of the Fund for all assets other than assets attributable to the global tactical asset allocation overlay (“iGAP”) strategy:

 

William Chepolis, CFA, Managing Director

Portfolio Manager

  •  

Began managing the Fund in 2005.

  •  

Joined Deutsche Asset Management in 1998 after 13 years of experience as vice president and portfolio manager for Norwest Bank where he managed the bank’s fixed income and foreign exchange portfolios.

  •  

Portfolio Manager for Retail Fixed Income: New York.

  •  

BIS, University of Minnesota.

 

 

 

 

 

 

 

Ohn Choe, CFA, Associate

Portfolio Manager

  •  

Began managing the Fund in 2010.

  •  

Joined Deutsche Asset Management in 2005.

  •  

Portfolio Manager for Retail Fixed Income: New York.

  •  

BSBA, Georgetown University.

 

 

 

 

 

 

Eric S. Meyer, CFA, Managing Director

Portfolio Manager

  •  

Began managing the Fund in 2010.

  •  

Joined Deutsche Asset Management in 2006 after 16 years of experience in positions of increasing responsibility in corporate banking with First Chicago, Credit Agricole, and most recently, Bank of America’s subsidiary, Flagship Capital management. Prior to his corporate banking experience, he worked in trust management operations for 10 years at First Chicago and E.F. Hutton.

  •  

Head of US Loan Portfolio Management, High Yield Strategies: New York.

  •  

BBA, State University of New York, Albany; MBA, Pace University.

John D. Ryan, Director

Portfolio Manager

  •  

Began managing the Fund in 2010.

  •  

Joined Deutsche Asset Management in 2010 from Northern Trust where he served as a senior portfolio manager. Previously, he served as a portfolio manager and head of credit trading for Deutsche Asset Management from 1998-2003.

  •  

Over 18 years of investment industry experience.

  •  

BA in Economics, University of Chicago; MBA, University of Chicago.

 

B-8

 

The following QS Investors portfolio managers are responsible for managing the assets attributable to the iGAP strategy for the Fund:

 

Robert Wang

Head of Portfolio Management and Implementation, QS Investors

  •  

Began managing the Fund in 2005.

  •  

Joined QS Investors in 2010 after 28 years of experience of trading fixed income, foreign exchange and derivative products at Deutsche Asset Management and J.P. Morgan.

  •  

BS, The Wharton School, University of Pennsylvania.

 

Thomas Picciochi

Head of GTAA Portfolio Management and Trading, QS Investors

  •  

Began managing the Fund in 2007.

  •  

Joined QS Investors in 2010 after 24 years of experience in portfolio management and various research and analysis positions at Deutsche Asset Management, State Street Global Advisors, FPL Energy, Barnett Bank, Trade Finance Corporation and Reserve Financial Management.

  •  

BA & MBA from University of Miami.

 

DWS Growth & Income Fund

The primary portfolio managers responsible for the day-to-day management of the Fund are as follows:

 

Robert Wang

Head of Portfolio Management and Implementation, QS Investors

  •  

Began managing the Fund in 2007.

  •  

Joined QS Investors in 2010 after 28 years of experience of trading fixed income, foreign exchange and derivative products at Deutsche Asset Management and J.P. Morgan.

  •  

BS, The Wharton School, University of Pennsylvania.

 

Russell Shtern, CFA

Head of Equity Portfolio Management and Trading, QS Investors

  •  

Began managing the Fund in 2010.

  •  

Joined QS Investors in 2010 after 11 years of experience as portfolio manager and trader’s assistant with Deutsche Asset Management.

  •  

BBA, Pace University.

 

B-9

 

DWS Growth & Income VIP

The primary portfolio managers responsible for the day-to-day management of the Fund are as follows:

 

Robert Wang

Head of Portfolio Management and Implementation, QS Investors

  •  

Began managing the Fund in 2007.

  •  

Joined QS Investors in 2010 after 28 years of experience of trading fixed income, foreign exchange and derivative products at Deutsche Asset Management and J.P. Morgan.

  •  

BS, The Wharton School, University of Pennsylvania.

 

Russell Shtern, CFA

Head of Equity Portfolio Management and Trading, QS Investors

  •  

Began managing the Fund in 2010.

  •  

Joined QS Investors in 2010 after 11 years of experience as portfolio manager and trader’s assistant with Deutsche Asset Management.

  •  

BBA, Pace University.

 

DWS LifeCompass 2015 Fund, DWS LifeCompass 2020 Fund, DWS LifeCompass 2030 Fund, DWS LifeCompass Retirement Fund

The primary portfolio managers responsible for the day-to-day management of each Fund, including implementation of the strategic asset allocation strategy for each Fund, are as follows:

 

Robert Wang

Head of Portfolio Management and Implementation, QS Investors

  •  

Began managing the Fund in 2002.

  •  

Joined QS Investors in 2010 after 28 years of experience of trading fixed income, foreign exchange and derivative products at Deutsche Asset Management and J.P. Morgan.

  •  

BS, The Wharton School, University of Pennsylvania.

 

Inna Okounkova

Head of Strategic Asset Allocation and Portfolio Management, QS Investors

  •  

Began managing the Fund in 2002.

  •  

Joined QS Investors in 2010 after 11 years with Deutsche Asset Management as a quantitative analyst, becoming an associate portfolio manager in 2001.

  •  

MS, Moscow State University; MBA, University of Chicago — Graduate School of Business.

 

B-10

 

DWS S&P 500 Plus Fund

The primary portfolio managers responsible for the day-to-day management of the Fund, including management of the assets attributable to the global tactical asset allocation overlay (“iGAP”) strategy for the Fund are as follows:

 

Robert Wang

Head of Portfolio Management and Implementation, QS Investors

  •  

Began managing the Fund in 2008.

  •  

Joined QS Investors in 2010 after 28 years of experience of trading fixed income, foreign exchange and derivative products at Deutsche Asset Management and J.P. Morgan.

  •  

BS, The Wharton School, University of Pennsylvania.

Russell Shtern, CFA

Head of Equity Portfolio Management and Trading, QS Investors

  •  

Began managing the Fund in 2008.

  •  

Joined QS Investors in 2010 after 11 years of experience as portfolio manager and trader’s assistant with Deutsche Asset Management.

  •  

BBA, Pace University.

 

Thomas Picciochi

Head of GTAA Portfolio Management and Trading, QS Investors

  •  

Began managing the Fund in 2007.

  •  

Joined QS Investors in 2010 after 24 years of experience in portfolio management and various research and analysis positions at Deutsche Asset Management, State Street Global Advisors, FPL Energy, Barnett Bank, Trade Finance Corporation and Reserve Financial Management.

  •  

BA & MBA from University of Miami.

 

DWS Select Alternative Allocation Fund

The primary portfolio managers responsible for the day-to-day management of the Fund, including implementation of the strategic asset allocation strategy for the Fund, are as follows:

 

Robert Wang

Head of Portfolio Management and Implementation, QS Investors

  •  

Began managing the Fund in 2008.

  •  

Joined QS Investors in 2010 after 28 years of experience of trading fixed income, foreign exchange and derivative products at Deutsche Asset Management and J.P. Morgan.

  •  

BS, The Wharton School, University of Pennsylvania.

 

Inna Okounkova

Head of Strategic Asset Allocation and Portfolio Management, QS Investors

  •  

Began managing the Fund in 2008.

  •  

Joined QS Investors in 2010 after 11 years with Deutsche Asset Management as a quantitative analyst, becoming an associate portfolio manager in 2001.

  •  

MS, Moscow State University; MBA, University of Chicago — Graduate School of Business.

 

B-11

 

DWS Short Duration Plus Fund

The following DIMA portfolio managers are responsible for the day-to-day management of the Fund for all assets other than assets attributable to the global tactical asset allocation overlay (“iGAP”) strategy:

 

William Chepolis, CFA, Managing Director

Portfolio Manager

  •  

Began managing the Fund in 2002.

  •  

Joined Deutsche Asset Management in 1998 after 13 years of experience as vice president and portfolio manager for Norwest Bank where he managed the bank’s fixed income and foreign exchange portfolios.

  •  

Portfolio Manager for Retail Fixed Income: New York.

  •  

BIS, University of Minnesota.

 

 

 

Gary Russell, CFA, Managing Director

Portfolio Manager

  •  

Began managing the Fund in 2006.

  •  

Joined Deutsche Asset Management in 1996. Served as head of the High Yield group in Europe and as an Emerging Markets portfolio manager. Prior to that, four years at Citicorp as a research analyst and structure of collateralized mortgage obligations. Prior to Citicorp, served as an officer in the US Army from 1988 to 1991.

  •  

BS, United States Military Academy (West Point); MBA, New York University, Stern School of Business.

 

Eric S. Meyer, CFA, Managing Director

Portfolio Manager

  •  

Began managing the Fund in 2008.

  •  

Joined Deutsche Asset Management in 2006 after 16 years of experience in positions of increasing responsibility in corporate banking with First Chicago, Credit Agricole, and most recently, Bank of America’s subsidiary, Flagship Capital management. Prior to his corporate banking experience, he worked in trust management operations for 10 years at First Chicago and E.F. Hutton.

  •  

Head of US Loan Portfolio Management, High Yield Strategies: New York.

  •  

BBA, State University of New York, Albany; MBA, Pace University.

John D. Ryan, Director

Portfolio Manager

  •  

Began managing the Fund in 2010.

  •  

Joined Deutsche Asset Management in 2010 from Northern Trust where he served as a senior portfolio manager. Previously, he served as a portfolio manager and head of credit trading for Deutsche Asset Management from 1998-2003.

  •  

Over 18 years of investment industry experience.

  •  

BA in Economics, University of Chicago; MBA, University of Chicago.

 

 

 

 

B-12

 

The following QS Investors portfolio managers are responsible for managing the assets attributable to the iGAP strategy for the Fund:

 

Robert Wang

Head of Portfolio Management and Implementation, QS Investors

  •  

Began managing the Fund in 2005.

  •  

Joined QS Investors in 2010 after 28 years of experience of trading fixed income, foreign exchange and derivative products at Deutsche Asset Management and J.P. Morgan.

  •  

BS, The Wharton School, University of Pennsylvania.

 

Thomas Picciochi

Head of GTAA Portfolio Management and Trading, QS Investors

  •  

Began managing the Fund in 2007.

  •  

Joined QS Investors in 2010 after 24 years of experience in portfolio management and various research and analysis positions at Deutsche Asset Management, State Street Global Advisors, FPL Energy, Barnett Bank, Trade Finance Corporation and Reserve Financial Management.

  •  

BA & MBA from University of Miami.

 

DWS Small Cap Core Fund

The primary portfolio managers responsible for the day-to-day management of the Fund are as follows:

 

Robert Wang

Head of Portfolio Management and Implementation, QS Investors

  •  

Began managing the Fund in 2008.

  •  

Joined QS Investors in 2010 after 28 years of experience of trading fixed income, foreign exchange and derivative products at Deutsche Asset Management and J.P. Morgan.

  •  

BS, The Wharton School, University of Pennsylvania.

 

Russell Shtern, CFA

Head of Equity Portfolio Management and Trading, QS Investors

  •  

Began managing the Fund in 2010.

  •  

Joined QS Investors in 2010 after 11 years of experience as portfolio manager and trader’s assistant with Deutsche Asset Management.

  •  

BBA, Pace University.

 

B-13

 

DWS Strategic Government Securities Fund

The following DIMA portfolio managers are responsible for the day-to-day management of the Fund for all assets other than assets attributable to the global tactical asset allocation overlay (“iGAP”) strategy:

 

William Chepolis, CFA, Managing Director

Portfolio Manager

  •  

Began managing the Fund in 2002.

  •  

Joined Deutsche Asset Management in 1998 after 13 years of experience as vice president and portfolio manager for Norwest Bank where he managed the bank’s fixed income and foreign exchange portfolios.

  •  

Portfolio Manager for Retail Fixed Income: New York.

  •  

BIS, University of Minnesota.

John D. Ryan, Director

Portfolio Manager

  •  

Began managing the Fund in 2010.

  •  

Joined Deutsche Asset Management in 2010 from Northern Trust where he served as a senior portfolio manager. Previously, he served as a portfolio manager and head of credit trading for Deutsche Asset Management from 1998-2003.

  •  

Over 18 years of investment industry experience.

  •  

BA in Economics, University of Chicago; MBA, University of Chicago.

 

Ohn Choe, CFA, Associate

Portfolio Manager

  •  

Began managing the Fund in 2010.

  •  

Joined Deutsche Asset Management in 2005.

  •  

Portfolio Manager for Retail Fixed Income: New York.

  •  

BSBA, Georgetown University.

 

B-14

 

The following QS Investors portfolio managers are responsible for managing the assets attributable to the iGAP strategy for the Fund:

 

Robert Wang

Head of Portfolio Management and Implementation, QS Investors

  •  

Began managing the Fund in 2008.

  •  

Joined QS Investors in 2010 after 28 years of experience of trading fixed income, foreign exchange and derivative products at Deutsche Asset Management and J.P. Morgan.

  •  

BS, The Wharton School, University of Pennsylvania.

 

Thomas Picciochi

Head of GTAA Portfolio Management and Trading, QS Investors

  •  

Began managing the Fund in 2008.

  •  

Joined QS Investors in 2010 after 24 years of experience in portfolio management and various research and analysis positions at Deutsche Asset Management, State Street Global Advisors, FPL Energy, Barnett Bank, Trade Finance Corporation and Reserve Financial Management.

  •  

BA & MBA from University of Miami.

 

B-15

 

DWS Strategic Income Fund

The following DIMA portfolio managers are responsible for the day-to-day management of the Fund for all assets other than assets attributable to the global tactical asset allocation overlay (“iGAP”) strategy:

 

William Chepolis, CFA, Managing Director

Portfolio Manager

  •  

Began managing the Fund in 2005.

  •  

Joined Deutsche Asset Management in 1998 after 13 years of experience as vice president and portfolio manager for Norwest Bank where he managed the bank’s fixed income and foreign exchange portfolios.

  •  

Portfolio Manager for Retail Fixed Income: New York.

  •  

BIS, University of Minnesota.

John D. Ryan, Director

Portfolio Manager

  •  

Began managing the Fund in 2010.

  •  

Joined Deutsche Asset Management in 2010 from Northern Trust where he served as a senior portfolio manager. Previously, he served as a portfolio manager and head of credit trading for Deutsche Asset Management from 1998-2003.

  •  

Over 18 years of investment industry experience.

  •  

BA in Economics, University of Chicago; MBA, University of Chicago.

 

Gary Russell, CFA, Managing Director

Portfolio Manager

  •  

Began managing the Fund in 2006.

  •  

Joined Deutsche Asset Management in 1996. Served as head of the High Yield group in Europe and as an Emerging Markets portfolio manager. Prior to that, four years at Citicorp as a research analyst and structure of collateralized mortgage obligations. Prior to Citicorp, served as an officer in the US Army from 1988 to 1991.

  •  

BS, United States Military Academy (West Point); MBA, New York University, Stern School of Business.

 

B-16

 

The following QS Investors portfolio managers are responsible for managing the assets attributable to the iGAP strategy for the Fund:

 

Robert Wang

Head of Portfolio Management and Implementation, QS Investors

  •  

Began managing the Fund in 2007.

  •  

Joined QS Investors in 2010 after 28 years of experience of trading fixed income, foreign exchange and derivative products at Deutsche Asset Management and J.P. Morgan.

  •  

BS, The Wharton School, University of Pennsylvania.

 

Thomas Picciochi

Head of GTAA Portfolio Management and Trading, QS Investors

  •  

Began managing the Fund in 2007.

  •  

Joined QS Investors in 2010 after 24 years of experience in portfolio management and various research and analysis positions at Deutsche Asset Management, State Street Global Advisors, FPL Energy, Barnett Bank, Trade Finance Corporation and Reserve Financial Management.

  •  

BA & MBA from University of Miami.

 

B-17

 

DWS Strategic Income VIP

The following DIMA portfolio managers are responsible for the day-to-day management of the Fund for all assets other than assets attributable to the global tactical asset allocation overlay (“iGAP”) strategy:

 

William Chepolis, CFA, Managing Director

Portfolio Manager

  •  

Began managing the Fund in 2005.

  •  

Joined Deutsche Asset Management in 1998 after 13 years of experience as vice president and portfolio manager for Norwest Bank where he managed the bank’s fixed income and foreign exchange portfolios.

  •  

Portfolio Manager for Retail Fixed Income: New York.

  •  

BIS, University of Minnesota.

John D. Ryan, Director

Portfolio Manager

  •  

Began managing the Fund in 2010.

  •  

Joined Deutsche Asset Management in 2010 from Northern Trust where he served as a senior portfolio manager. Previously, he served as a portfolio manager and head of credit trading for Deutsche Asset Management from 1998-2003.

  •  

Over 18 years of investment industry experience.

  •  

BA in Economics, University of Chicago; MBA, University of Chicago.

 

Gary Russell, CFA, Managing Director

Portfolio Manager

  •  

Began managing the Fund in 2006.

  •  

Joined Deutsche Asset Management in 1996. Served as head of the High Yield group in Europe and as an Emerging Markets portfolio manager. Prior to that, four years at Citicorp as a research analyst and structure of collateralized mortgage obligations. Prior to Citicorp, served as an officer in the US Army from 1988 to 1991.

  •  

BS, United States Military Academy (West Point); MBA, New York University, Stern School of Business.

 

B-18

 

The following QS Investors portfolio managers are responsible for managing the assets attributable to the iGAP strategy for the Fund:

 

Robert Wang

Head of Portfolio Management and Implementation, QS Investors

  •  

Began managing the Fund in 2007.

  •  

Joined QS Investors in 2010 after 28 years of experience of trading fixed income, foreign exchange and derivative products at Deutsche Asset Management and J.P. Morgan.

  •  

BS, The Wharton School, University of Pennsylvania.

 

Thomas Picciochi

Head of GTAA Portfolio Management and Trading, QS Investors

  •  

Began managing the Fund in 2007.

  •  

Joined QS Investors in 2010 after 24 years of experience in portfolio management and various research and analysis positions at Deutsche Asset Management, State Street Global Advisors, FPL Energy, Barnett Bank, Trade Finance Corporation and Reserve Financial Management.

  •  

BA & MBA from University of Miami.

 

B-19

 

EXHIBIT C

INFORMATION ABOUT OTHER FUNDS TO BE SUB-ADVISED BY QS INVESTORS

The following sets forth information relating to other DWS Funds that are sub-advised by QS Investors after the Separation. DIMA pays QS investors a sub-advisory fee for services to the DWS Funds listed below out of the investment management fee that it receives from such DWS Fund at an annual rate described below.

As used below, “Tracking Error” means the percentage of enhanced return targeted from the global tactical asset allocation overlay strategy, as set by DIMA from time to time. “Net Investment Management Fee” means the actual investment management fee received by DIMA pursuant to the Investment Management Agreement with the Fund, after deduction of all advisory fee waivers and reimbursements and does not include fees received by DIMA pursuant to its Administrative Services Agreement with the Fund.

 

Fund Name

  

Sub-Advisory Fee Schedule

  

Current Investment

Objective

DWS Floating Rate

Plus Fund

   0.100% of average daily net assets for every 1.00% of Tracking Error to the extent that the Fund employs a global tactical asset allocation overlay (“iGAP”) strategy   High current income.

DWS LifeCompass

2040 Fund

   0.080% of average daily net assets for employing a strategic asset allocation (“SAA”) strategy  

High total return as

is consistent with its asset allocation until the target year.

DWS Lifecycle Long Range Fund   0.080% of average daily net assets for employing a SAA strategy; and 0.100% of average daily net assets for every 1.00% of Tracking Error to the extent that the Fund employs an iGAP strategy; and with respect to those assets of the Fund which are managed by the Sub-Adviser using Active Quantitative Equity or Diversified Based Investing Strategies, (a) 0.300% of average daily net assets attributable to the Active Quantitative Equity or Diversified Based Investing strategies if the Net Investment Management Fee is greater than an annual rate of 0.50% of average daily net assets of the Fund; or (b) 60% of the Net Investment Management Fee if the Net Investment Management Fee is equal to or less than an annual rate of 0.50% of average daily net assets of the Fund   High total return with reduced risk over the long term.

 

C-1

 

EXHIBIT D

MANAGEMENT AGREEMENT APPROVALS

 

Fund

  

Date of Current
Investment
Management
Agreement

  

Date Current
Investment
Management
Agreement Approved
by Initial Shareholder
or Shareholders

  

Purpose of Last

Submission of Current
Investment Management
Agreement to Shareholder
Vote

DWS Alternative Asset Allocation
Plus Fund		   July 31, 2007   July 30, 2007   Initial shareholder approval before the fund was offered to the public.
DWS Alternative Asset Allocation
Plus VIP		   January 15, 2009   January 30, 2009   Initial shareholder approval before the fund was offered to the public.

DWS Balanced

Fund

   May 1, 2008   March 31, 2008   Primarily to simplify the organizational structure of DIMA’s mutual fund operations, enhance the efficiency of its administration and promote consistency of internal controls, compliance and regulatory oversight.
DWS Balanced VIP   May 1, 2008   March 31, 2008   Primarily to simplify the organizational structure of DIMA’s mutual fund operations, enhance the efficiency of its administration and promote consistency of internal controls, compliance and regulatory oversight.
DWS Blue Chip Fund   June 1, 2008   May 1, 2008   Primarily to simplify the organizational structure of DIMA’s mutual fund operations, enhance the efficiency of its administration and promote consistency of internal controls, compliance and regulatory oversight.

 

D-1

Fund

  

Date of Current
Investment
Management
Agreement

  

Date Current
Investment
Management
Agreement Approved
by Initial Shareholder
or Shareholders

  

Purpose of Last

Submission of Current
Investment Management
Agreement to Shareholder
Vote

DWS Blue

Chip VIP

   May 1, 2008   March 31, 2008   Primarily to simplify the organizational structure of DIMA’s mutual fund operations, enhance the efficiency of its administration and promote consistency of internal controls, compliance and regulatory oversight.

DWS Disciplined Market Neutral

Fund

   October 13, 2006   October 13, 2006   Initial shareholder approval before the fund was offered to the public.
DWS Diversified International Equity Fund   January 1, 2007   May 5, 2006   Primarily to simplify the organizational structure of DIMA’s mutual fund operations, enhance the efficiency of its administration and promote consistency of internal controls, compliance and regulatory oversight.
DWS Diversified International
Equity VIP		   May 1, 2008   March 31, 2008   Primarily to simplify the organizational structure of DIMA’s mutual fund operations, enhance the efficiency of its administration and promote consistency of internal controls, compliance and regulatory oversight.
DWS Global Inflation Plus Fund   January 1, 2007   May 5, 2006   Primarily to simplify the organizational structure of DIMA’s mutual fund operations, enhance the efficiency of its administration and promote consistency of internal controls, compliance and regulatory oversight.

 

D-2

Fund

  

Date of Current
Investment
Management
Agreement

  

Date Current
Investment
Management
Agreement Approved
by Initial Shareholder
or Shareholders

  

Purpose of Last

Submission of Current
Investment Management
Agreement to Shareholder
Vote

DWS Growth & Income Fund   June 1, 2006   May 5, 2006   Primarily to simplify the organizational structure of DIMA’s mutual fund operations, enhance the efficiency of its administration and promote consistency of internal controls, compliance and regulatory oversight.
DWS Growth & Income VIP   June 1, 2006   May 5, 2006   Primarily to simplify the organizational structure of DIMA’s mutual fund operations, enhance the efficiency of its administration and promote consistency of internal controls, compliance and regulatory oversight.
DWS LifeCompass 2015 Fund   June 1, 2006   May 5, 2006   Primarily to simplify the organizational structure of DIMA’s mutual fund operations, enhance the efficiency of its administration and promote consistency of internal controls, compliance and regulatory oversight.
DWS LifeCompass 2020 Fund   June 1, 2006   May 5, 2006   Primarily to simplify the organizational structure of DIMA’s mutual fund operations, enhance the efficiency of its administration and promote consistency of internal controls, compliance and regulatory oversight.

 

D-3

Fund

  

Date of Current
Investment
Management
Agreement

  

Date Current
Investment
Management
Agreement Approved
by Initial Shareholder
or Shareholders

  

Purpose of Last

Submission of Current
Investment Management
Agreement to Shareholder
Vote

DWS LifeCompass 2030 Fund   June 1, 2006   May 5, 2006   Primarily to simplify the organizational structure of DIMA’s mutual fund operations, enhance the efficiency of its administration and promote consistency of internal controls, compliance and regulatory oversight.
DWS LifeCompass Retirement Fund   June 1, 2006   May 5, 2006   Primarily to simplify the organizational structure of DIMA’s mutual fund operations, enhance the efficiency of its administration and promote consistency of internal controls, compliance and regulatory oversight.
DWS S&P 500 Plus Fund   January 1, 2009   October 27, 2008   Primarily to implement a new fee and expense structure for the fund, including a new management fee based in part on fund performance.

DWS Select Alternative

Allocation Fund

   October 1, 2008   September 30, 2008   Initial shareholder approval before the fund was offered to the public.

DWS Short

Duration Plus

Fund

   January 1, 2007, as amended April 23, 2007   June 1, 2006   Primarily to simplify the organizational structure of DIMA’s mutual fund operations, enhance the efficiency of its administration and promote consistency of internal controls, compliance and regulatory oversight.

 

D-4

Fund

  

Date of Current
Investment
Management
Agreement

  

Date Current
Investment
Management
Agreement Approved
by Initial Shareholder
or Shareholders

  

Purpose of Last

Submission of Current
Investment Management
Agreement to Shareholder
Vote

DWS Small Cap

Core Fund

   June 1, 2006   May 5, 2006   Primarily to simplify the organizational structure of DIMA’s mutual fund operations, enhance the efficiency of its administration and promote consistency of internal controls, compliance and regulatory oversight.
DWS Strategic Government Securities Fund   May 1, 2008   March 31, 2008   Primarily to simplify the organizational structure of DIMA’s mutual fund operations, enhance the efficiency of its administration and promote consistency of internal controls, compliance and regulatory oversight.
DWS Strategic Income Fund   May 1, 2008   March 31, 2008   Primarily to simplify the organizational structure of DIMA’s mutual fund operations, enhance the efficiency of its administration and promote consistency of internal controls, compliance and regulatory oversight.
DWS Strategic Income VIP   May 1, 2008   March 31, 2008   Primarily to simplify the organizational structure of DIMA’s mutual fund operations, enhance the efficiency of its administration and promote consistency of internal controls, compliance and regulatory oversight.

 

D-5

 

EXHIBIT E

FUND OFFICERS

 

Name, Year of Birth,

Position with the
Trust and

Length of Time Served(1)

   

Business Experience and Directorships

During the Past 5 Years

Michael G. Clark(3) (1965)
President, 2006-present		    Managing Director(2), Deutsche Asset Management (2006-present); President of DWS family of funds; Director, ICI Mutual Insurance Company (since October 2007); formerly: Director of Fund Board Relations (2004-2006) and Director of Product Development (2000-2004), Merrill Lynch Investment Managers; Senior Vice President Operations, Merrill Lynch Asset Management (1999-2000)

Ingo Gefeke(4)(5) (1967)

Executive Vice President,
since 2010

    Managing Director(2), Deutsche Asset Management; Global Head of Distribution and Product Management, DWS Global Head of Trading and Securities Lending. Member of the Board of Directors of DWS Investment GmbH Frankfurt (since July 2009) and DWS Holding & Service GmbH Frankfurt (since January 2010); formerly: Global Chief Administrative Officer, Deutsche Asset Management (2004-2009); Global Chief Operating Officer, Global Transaction Banking, Deutsche Bank AG, New York (2001-2004); Chief Operating Officer, Global Banking Division Americas, Deutsche Bank AG, New York (1999-2001); Central Management, Global Banking Services, Deutsche Bank AG, Frankfurt (1998-1999); Relationship Management, Deutsche Bank AG, Tokyo, Japan (1997-1998)
Paul H. Schubert(3) (1963) Chief Financial Officer,
2004-present; Treasurer, 2005-present		    Managing Director(2), Deutsche Asset Management (since July 2004); formerly: Executive Director, Head of Mutual Fund Services and Treasurer for UBS Family of Funds (1998-2004); Vice President and Director of Mutual Fund Finance at UBS Global Asset Management (1994-1998)
John Millette(6) (1962)
Vice President and Secretary, 1999-present		    Director(2), Deutsche Asset Management
Caroline Pearson(6) (1962) Chief Legal Officer, 2010-present    Managing Director(2), Deutsche Asset Management; formerly: Assistant Secretary, DWS Funds (1997-2010)
Rita Rubin(7) (1970) Assistant Secretary,
2009-present		    Vice President and Counsel, Deutsche Asset Management (since October 2007); formerly, Vice President, Morgan Stanley Investment Management (2004-2007)

 

E-1

Name, Year of Birth,

Position with the
Trust and

Length of Time Served(1)

   

Business Experience and Directorships

During the Past 5 Years

Paul Antosca(6) (1957) Assistant Treasurer,
2007-present		    Director(2), Deutsche Asset Management (since 2006); formerly: Vice President, The Manufacturers Life Insurance Company (U.S.A.) (1990-2006)
Jack Clark (6) (1967) Assistant Treasurer, 2007-present    Director(2), Deutsche Asset Management (since 2007); formerly: Vice President, State Street Corporation (2002-2007)
Diane Kenneally(6) (1966) Assistant Treasurer,
2007-present		    Director(2), Deutsche Asset Management
John Caruso(8) (1965)
Anti-Money Laundering Compliance Officer,
2010-present		    Managing Director(2), Deutsche Asset Management
Robert Kloby(7) (1962)
Chief Compliance Officer, 2006-present		    Managing Director(2), Deutsche Asset Management

 

(1)  

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

(2)  

Executive title, not a board directorship.

(3)  

Address: 100 Plaza One, Jersey City, New Jersey 07311.

(4)  

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

(5)  

Mr. Gefeke also serves as a Board Member for 56 of the DWS funds.

(6)  

Address: One Beacon Street, Boston, Massachusetts 02108.

(7)  

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

(8)  

Address: 60 Wall Street, New York, New York 10005.

 

E-2

 

EXHIBIT F

INFORMATION REGARDING EACH FUND’S

RELATIONSHIP WITH DIMA AND CERTAIN AFFILIATES

No portfolio trading commissions were paid to Affiliated Brokers for each Fund’s most recently completed fiscal year.

The following fees were paid by the Fund to DIMA and its affiliates during the most recently completed fiscal year (except as noted below) for services provided to the Fund (other than under an investment advisory contract or for brokerage commissions). These services will continue to be provided.

 

Fund

    Fee Paid to DWS
Investments
Distributors, Inc.,
Distributor		    Fee Paid to DWS
Investments
Service Company,
Transfer Agent		    Fee Paid to DIMA
for Typesetting &
Regulatory Filings

DWS Alternative Asset Allocation Plus Fund

    $1,573,620    $481,147    $37,337

DWS Alternative Asset Allocation Plus VIP

    $4,099    $101    $13,201

DWS Balanced Fund

    $2,304,465    $2,040,293    $60,770

DWS Balanced VIP

    $20    $631    $8,192

DWS Blue Chip Fund

    $798,153    $732,804    $37,046

DWS Blue Chip VIP

    $357    $293    $7,116

DWS Disciplined Market Neutral Fund(1)

    $272,218    $71,425    $34,559

DWS Diversified International Equity Fund

    $197,347    $178,655    $37,711

DWS Diversified International Equity VIP

    $40    $166    $6,231

DWS Global Inflation Plus Fund

    $172,547    $61,163    $37,615

DWS Growth & Income Fund

    $147,577    $3,540,379    $30,984

DWS Growth & Income VIP

    $4,623    $709    $7,266

 

F-1

Fund

    Fee Paid to DWS
Investments
Distributors, Inc.,
Distributor		    Fee Paid to DWS
Investments
Service Company,
Transfer Agent		   Fee Paid to DIMA
for Typesetting &
Regulatory Filings

DWS LifeCompass 2015 Fund(1)

    $470,737    $358,778   $2,461

DWS LifeCompass 2020 Fund(1)

    $503,427    $488,896   $10,780

DWS LifeCompass 2030 Fund(1)

    $115,104    $81,598   $9,745

DWS LifeCompass Retirement Fund(1)

    $183,538    $162,199   $3,695

DWS S&P 500 Plus Fund

    $215,595    (2)   (2)

DWS Select Alternative Allocation Fund(1)

    $68,027    $5,841   $24,539

DWS Short Duration Plus Fund

    $3,810,755    $1,291,453   $48,165

DWS Small Cap Core Fund

    $28,047    $188,058   $23,705

DWS Strategic Government Securities Fund

    $4,966,312    $2,115,853   $30,027

DWS Strategic Income Fund

    $1,069,898    $456,464   $28,077

DWS Strategic Income VIP

    $21    $212   $7,055

 

(1)   Information is provided for the fiscal year ended August 31, 2009. Fees paid by the Fund for the most recent fiscal year will be included in the Fund’s next annual report, which is expected to be sent to shareholders at the end of October, 2010.
(2)   Included as part of the Unitary Fee paid by the Fund to DIMA to cover investment management and other services.

 

F-2

 

EXHIBIT G

MANAGEMENT FEE PAYABLE TO DIMA

For all services provided under the Investment Management Agreement, each Fund pays DIMA a monthly investment management fee based on its average daily net assets, computed and accrued daily and payable monthly, at the annual rates set forth below. In addition, the following sets forth the aggregate amount of the investment management fee paid to DIMA during each Fund’s most recently completed fiscal year (except as noted below).

 

Fund

   

Investment Management

Fee Rate

    Aggregate
Amount of
Investment
Management
Fee		      Amount of
Investment
Management
Fee Waived		  

DWS Alternative Asset Allocation Plus Fund

    0.200%(1)    $ 887,030       $ 887,030   

DWS Alternative Asset Allocation Plus VIP

    0.200%(2)    $ 4,064       $ 4,064   

DWS Balanced Fund

   

First $1.5 billion 0.370%

Next $500 million 0.345%

Next $1.5 billion 0.310%

Next $2.0 billion 0.300%

Next $2.0 billion 0.290%

Next $2.5 billion 0.280%

Next $2.5 billion 0.270%

Thereafter 0.260%

    $ 3,976,574       $ 0   

DWS Balanced VIP

   

First $250 million 0.370%

Next $750 million 0.345%

Thereafter 0.310%

    $ 1,107,448       $ 0   

DWS Blue Chip Fund

   

First $250 million 0.480%

Next $750 million 0.450%

Next $1.5 billion 0.430%

Next $2.5 billion 0.410%

Next $2.5 billion 0.380%

Next $2.5 billion 0.360%

Next $2.5 billion 0.340%

Thereafter 0.320%

    $ 1,211,425       $ 0   

DWS Blue Chip VIP

   

First $250 million 0.550%

Next $750 million 0.520%

Next $1.5 billion 0.500%

Next $2.5 billion 0.480%

Next $2.5 billion 0.450%

Next $2.5 billion 0.430%

Next $2.5 billion 0.410%

Thereafter 0.390%

    $ 556,755       $ 0   

 

G-1

Fund

   

Investment Management

Fee Rate

    Aggregate
Amount of
Investment
Management
Fee		      Amount of
Investment
Management
Fee Waived		  

DWS Disciplined Market Neutral Fund(3)

   

First $1.0 billion 1.250%

Next $1.0 billion 1.200%

Next $1.0 billion 1.150%

Thereafter 1.100%

    $ 2,423,699       $ 105,613   

DWS Diversified International Equity Fund

   

First $1.5 billion 0.700%

Next $1.75 billion 0.685%

Next $1.75 billion 0.670%

Thereafter 0.655%

    $ 779,251       $ 233,849   

DWS Diversified International Equity VIP

   

First $1.5 billion 0.650%

Next $1.75 billion 0.635%

Next $1.75 billion 0.620%

Thereafter 0.605%

    $ 527,405       $ 0   

DWS Global Inflation Plus Fund

   

First $1.5 billion 0.400%

Next $500 million 0.375%

Next $1.0 billion 0.360%

Next $1.0 billion 0.345%

Next $1.0 billion 0.330%

Next $1.0 billion 0.315%

Thereafter 0.300%

    $ 493,388       $ 103,311   

DWS Growth & Income Fund

   

First $250 million 0.365%

Next $750 million 0.360%

Next $1.5 billion 0.355%

Next $5.0 billion 0.345%

Next $5.0 billion 0.335%

Next $5.0 billion 0.325%

Thereafter 0.300%

    $ 7,060,773       $ 0   

DWS Growth & Income VIP

   

First $250 million 0.390%

Next $750 million 0.365%

Thereafter 0.340%

    $ 362,304       $ 83,784   

DWS LifeCompass 2015 Fund

    0.000%(1)    $ 0       $ 0   

DWS LifeCompass 2020 Fund

    0.000%(1)    $ 0       $ 0   

DWS LifeCompass 2030 Fund

    0.000% (1)    $ 0       $ 0   

DWS LifeCompass Retirement Fund

    0.000% (1)    $ 0       $ 0   

 

G-2

Fund

   

Investment Management

Fee Rate

    Aggregate
Amount of
Investment
Management
Fee		      Amount of
Investment
Management
Fee Waived		  

DWS S&P 500 Plus Fund

    0% to 1.00%(4)    $ 519,405       $ 0   

DWS Select Alternative Allocation Fund

    0.00%(1)    $ 0       $ 0   

DWS Short Duration Plus Fund

   

First $1.5 billion 0.365%

Next $500 million 0.340%

Next $1.0 billion 0.315%

Next $1.0 billion 0.300%

Next $1.0 billion 0.285%

Next $1.0 billion 0.270%

Thereafter 0.255%

    $ 6,405,024       $ 0   

DWS Small Cap Core Fund

   

First $500 million 0.665%

Next $500 million 0.615%

Thereafter 0.565%

    $ 384,936       $ 0   

DWS Strategic Government Securities Fund

   

First $250 million 0.350%

Next $750 million 0.330%

Next $1.5 billion 0.310%

Next $2.5 billion 0.300%

Next $2.5 billion 0.280%

Next $2.5 billion 0.260%

Next $2.5 billion 0.240%

Thereafter 0.220%

    $ 6,455,757       $ 0   

DWS Strategic Income Fund

   

First $250 million 0.480%

Next $750 million 0.450%

Next $1.5 billion 0.430%

Next $2.5 billion 0.410%

Next $2.5 billion 0.380%

Next $2.5 billion 0.360%

Next $2.5 billion 0.340%

Thereafter 0.320%

    $ 1,635,916       $ 47,832   

DWS Strategic Income VIP

   

First $250 million 0.550%

Next $750 million 0.520%

Next $1.5 billion 0.500%

Next $2.5 billion 0.480%

Next $2.5 billion 0.450%

Next $2.5 billion 0.430%

Next $2.5 billion 0.410%

Thereafter 0.390%

    $ 391,763       $ 43,268   

 

(1)  

Shareholders of the fund also indirectly bear their pro rata share of the operating expenses, including the management fee paid to DIMA, of the underlying DWS Funds in which the fund invests.

 

G-3

(2)  

The fund currently invests substantially all its assets in other DWS Funds. As a result, shareholders of the fund also indirectly bear their pro rata share of the operating expenses, including the management fee paid to DIMA, of the underlying DWS Funds in which the fund invests. In the future, the fund may invest some or all of its assets in other securities that are not considered DWS Funds (Other Assets). If the fund’s assets were invested in Other Assets, the management fee paid to DIMA would equal the sum of (a) 0.200% of the daily assets invested in DWS Funds and (b) 1.200% of the daily assets invested in Other Assets.

(3)  

Information is provided for the fiscal year ended August 31, 2009. Fees paid by the Fund for the most recent fiscal year will be included in the Fund’s next annual report, which is expected to be sent to shareholders at the end of October, 2010.

(4)  

Unitary Fee.    The fund pays a Unitary Fee, calculated each day and payable monthly, equal to an annual rate of 0.50% (Base Fee), adjusted as described below, of the fund’s average daily net assets for the previous 365-day period (Performance Period). The Base Fee adjusts to as high as 1.00% or as low as zero, depending on how the fund’s investment performance (based on the total return of Class S shares, which do not bear Rule 12b-1 fees) for the Performance Period compares with a benchmark equal to the sum of the investment record of the S&P 500 Index plus 0.50% (Performance Benchmark) over the Performance Period. If the fund’s investment performance equals the Performance Benchmark, then DIMA earns the Base Fee of 0.50%. If the fund’s investment performance falls below the Performance Benchmark, then the Unitary Fee decreases by the difference between them, but not below zero. If the fund’s investment performance exceeds the Performance Benchmark, then the Unitary Fee increases by the difference between them, but not above 1.00%. In effect, the Unitary Fee after January 1, 2010 equals the amount by which the investment performance of the Class S shares of the fund exceeds the performance of the S&P 500 Index over a given Performance Period, subject to a cap of 1.00% and a floor of zero.

 

G-4

 

EXHIBIT H

ADMINISTRATIVE SERVICE FEE PAYABLE TO DIMA

For all services provided under the Administrative Services Agreement, each Fund pays DIMA an administrative service fee based on its average daily net assets computed and accrued daily and payable monthly, at an annual fee of 0.10%. The following sets forth the aggregate amount of the administrative service fee paid to DIMA during each Fund’s most recently completed fiscal year (except as noted below).

 

Fund

    Aggregate
Amount of
Administrative
Service Fee		    Amount of
Administrative
Service Fee
Waived

DWS Alternative Asset Allocation Plus Fund

    $443,515    $1,653

DWS Alternative Asset Allocation Plus VIP

    $2,032    $2,032

DWS Balanced Fund

    $1,074,750    $0

DWS Balanced VIP

    $302,883    $0

DWS Blue Chip Fund

    $253,069    $0

DWS Blue Chip VIP

    $101,228    $0

DWS Disciplined Market Neutral Fund(1)

    $193,896    $0

DWS Diversified International Equity Fund

    $111,322    $0

DWS Diversified International Equity VIP

    $81,139    $0

DWS Global Inflation Plus Fund

    $123,331    $0

DWS Growth & Income Fund

    $1,971,365    $0

DWS Growth & Income VIP

    $92,889    $0

DWS LifeCompass 2015 Fund(1)

    $170,747    $0

DWS LifeCompass 2020 Fund(1)

    $190,652    $0

DWS LifeCompass 2030 Fund(1)

    $31,638    $31,638

 

H-1

Fund

    Aggregate
Amount of
Administrative
Service Fee		   Amount of
Administrative
Service Fee
Waived

DWS LifeCompass Retirement Fund(1)

    $90,838   $53,623

DWS S&P 500 Plus Fund

    (2)   (2)

DWS Select Alternative Allocation Fund(1)

    $25,223   $25,223

DWS Short Duration Plus Fund

    $1,777,259   $0

DWS Small Cap Core Fund

    $57,885   $0

DWS Strategic Government Securities Fund

    $2,001,857   $0

DWS Strategic Income Fund

    $346,870   $0

DWS Strategic Income VIP

    $71,230   $0

 

(1)  

Information is provided for the fiscal year ended August 31, 2009. Fees paid by the Fund for the most recent fiscal year will be included in the Fund’s next annual report, which is expected to be sent to shareholders at the end of October, 2010.

(2)  

Included as part of the Unitary Fee paid by the Fund to DIMA to cover investment management and other services.

 

H-2

 

EXHIBIT I

SHARES OUTSTANDING AS OF SEPTEMBER 28, 2010

 

Fund Name

   

Class

    Shares Outstanding  

DWS Alternative Asset Allocation Plus Fund

    A      27,199,520.66   
   C      16,583,388.35   
   Institutional      2,764,061.14   
   S      22,332,430.49   

DWS Alternative Asset Allocation Plus VIP

    A      261,969.55   
   B      1,031,757.15   

DWS Balanced Fund

    A      100,231,848.18   
   B      1,144,173.86   
   C      2,375,389.28   
   Institutional      423,674.38   
   S      29,373,035.43   

DWS Balanced VIP

    A      14,493,802.97   

DWS Blue Chip Fund

    A      15,595,067.79   
   B      565,666.08   
   C      1,353,909.40   
   Institutional      7,105,721.28   
   S      1,091,110.60   

DWS Blue Chip VIP

    A      10,531,701.55   
   B      15,616.35   

DWS Disciplined Market Neutral Fund

    A      8,275,643.96   
   C      2,494,668.62   
   Institutional      18,211,699.28   
   S      8,349,165.04   

DWS Diversified International Equity Fund

    A      5,146,911.94   
   B      262,460.07   
   C      797,718.94   
   R      252,702.20   
   Institutional      7,245,652.30   
   S      2,286,675.07   

DWS Diversified International Equity VIP

    A      10,461,745.35   

DWS Global Inflation Plus Fund

    A      3,007,963.28   
   B      247,698.75   
   C      1,346,261.86   
   Institutional      13,452,633.65   
   S      2,276,457.26   

 

I-1

Fund Name

   

Class

    Shares Outstanding  

DWS Growth & Income Fund

    A      2,968,696.22   
   B      84,562.11   
   C      284,141.51   
   Institutional      2,446,160.10   
   S      150,199,965.82   

DWS Growth & Income VIP

    A      13,459,632.83   
   B      271,987.62   

DWS LifeCompass 2015 Fund

    A      7,369,739.58   
   B      667,707.69   
   C      1,556,375.21   
   S      7,206,937.14   

DWS LifeCompass 2020 Fund

    A      7,024,677.09   
   B      846,653.72   
   C      1,514,498.69   
   S      8,297,188.64   

DWS LifeCompass 2030 Fund

    A      5,037,773.54   
   B      218,301.24   
   C      631,531.93   
   S      1,359,716.35   

DWS LifeCompass Retirement Fund

    A      3,012,487.34   
   B      196,677.05   
   C      630,770.55   
   S      5,032,075.66   

DWS S&P 500 Plus Fund

    A      5,225,772.37   
   B      178,917.13   
   C      868,097.51   
   R      746,560.22   
   S      7,784,100.25   

DWS Select Alternative Allocation Fund

    A      18,376,935.42   
   C      1,255,151.56   
   Institutional      82,700.47   
   S      1,204,583.52   

DWS Short Duration Plus Fund

    A      123,467,702.75   
   B      115,278.44   
   C      44,222,388.90   
   Institutional      4,175,920.15   
   S      125,541,890.66   

DWS Small Cap Core Fund

    A      409,192.20   
   B      101,781.94   
   C      58,783.01   
   S      4,121,328.72   

 

I-2

Fund Name

   

Class

    Shares Outstanding  

DWS Strategic Government Securities Fund

    A      204,892,003.27   
   B      999,798.52   
   C      9,290,277.42   
   Institutional      202,093.67   
   S      10,057,904.96   

DWS Strategic Income Fund

    A      75,971,121.13   
   B      1,432,158.56   
   C      8,744,098.87   
   S      6,339,184.22   

DWS Strategic Income VIP

    A      6,348,203.62   

 

I-3

 

EXHIBIT J

5% SHAREHOLDERS

(as of October 8, 2010)

No person is known by the Funds to own more than 5% of the outstanding shares of any class of a Fund, except as specified below.

 

Fund

  

Share

Class

  

Name and Address of Owner

   Shares
Owned		     Percent
Ownership of
Outstanding
Shares		  

DWS ALTERNATIVE ASSET ALLOCATION PLUS FUND

   C  

MLPF&S FOR THE SOLE

BENEFIT OF ITS CUSTOMERS

ATTN FUND ADMINISTRATION

JACKSONVILLE FL 32246-6484

     2,571,437.274        15.48 % 

DWS ALTERNATIVE ASSET ALLOCATION PLUS FUND

   C  

AMERICAN ENTERPRISE INVESTMENT SERV

FBO #XXXXXXXXXX

MINNEAPOLIS MN 55440-9446

     2,219,015.124        13.35 % 

DWS ALTERNATIVE ASSET ALLOCATION PLUS FUND

   C  

FIRST CLEARING LLC

SPECIAL CUSTODY ACCT FOR THE EXCLUSIVE BENEFIT OF CUSTOMER

ST LOUIS MO 63103-2523

     886,623.269        5.34 % 

DWS ALTERNATIVE ASSET ALLOCATION PLUS FUND

   INST  

CHARLES SCHWAB & CO INC SPECIAL CUSTODY ACCOUNT FOR THE EXCLUSIVE BENEFIT OF CUSTOMERS

ATTN MUTUAL FUNDS

SAN FRANCISCO CA 94104-4151

     1,044,820.328        36.10 % 

DWS ALTERNATIVE ASSET ALLOCATION PLUS FUND

   INST  

SEI PRIVATE TRUST CO C/O ID XXX CITIZENS BANK OF R I

ATTN MUTUAL FUND ADMIN OAKS PA 19456-9989

     278,534.884        9.62 % 

DWS ALTERNATIVE ASSET ALLOCATION PLUS FUND

   INST  

NEW YORK TRUST COMPANY BENEFIT SERVICES COMPANY INC

C/O NEW YORK LIFE

WESTWOOD MA 02090-2324

     276,413.466        9.55 % 

DWS ALTERNATIVE ASSET ALLOCATION PLUS FUND

   INST  

MARIL & CO FBO 98

C/O MARSHALL & ILSLEY

TRUST CO NA

ATTN: MUTUAL FUNDS MILWAUKEE WI 53224-3638

     211,930.330        7.32 % 

DWS ALTERNATIVE ASSET ALLOCATION PLUS FUND

   S  

LPL FINANCIAL

FBO CUSTOMER ACCOUNTS ATTN MUTUAL FUND OPERATIONS

SAN DIEGO CA 92150-9046

     5,089,824.282        23.08 % 

 

J-1

Fund

  

Share

Class

  

Name and Address of Owner

   Shares
Owned		     Percent
Ownership of
Outstanding
Shares		  

DWS ALTERNATIVE ASSET ALLOCATION PLUS FUND

   S  

MERRILL LYNCH PIERCE FENNER & SMITH FOR THE SOLE BENEFIT OF ITS CUSTOMERS

ATTN SERVICE TEAM

JACKSONVILLE FL 32246-6484

     3,275,923.441        14.85 % 

DWS ALTERNATIVE ASSET ALLOCATION PLUS FUND

   S  

CHARLES SCHWAB & CO INC SPECIAL CUSTODY ACCT FBO CUSTOMERS

ATTN MUTUAL FUNDS

SAN FRANCISCO CA 94104-4151

     1,923,794.532        8.72 % 

DWS ALTERNATIVE ASSET ALLOCATION PLUS FUND

   S  

FIRST CLEARING LLC

SPECIAL CUSTODY ACCT FOR THE EXCLUSIVE BENEFIT OF CUSTOMER

ST LOUIS MO 63103-2523

     1,135,795.232        5.15 % 

DWS ALTERNATIVE ASSET ALLOCATION PLUS VIP

   A  

LINCOLN NATIONAL LIFE INSURANCE

VARIABLE LIFE ACCOUNT M FORT WAYNE IN 46802-3506

     268642.135        98.05 % 

DWS ALTERNATIVE ASSET ALLOCATION PLUS VIP

   B  

LINCOLN NATIONAL LIFE INSURANCE

VARIABLE LIFE ACCOUNT M FORT WAYNE IN 46802-3506

     988385.698        94.79 % 

DWS ALTERNATIVE ASSET ALLOCATION PLUS VIP

   B  

LINCOLN LIFE & ANNUITY

CO OF NY

SEPARATE ACCOUNT M1 FORT WAYNE IN 46802-3506

     54314.641        5.21 % 

DWS BALANCED FUND

   A  

FIRST CLEARING LLC

SPECIAL CUSTODY ACCT FOR THE EXCLUSIVE BENEFIT OF CUSTOMER

ST LOUIS MO 63103-2523

     6,058,995.007        6.09 % 

DWS BALANCED FUND

   B  

FIRST CLEARING LLC

SPECIAL CUSTODY ACCT FOR THE EXCLUSIVE BENEFIT OF CUSTOMER

ST LOUIS MO 63103-2523

     58409.135        5.12 % 

DWS BALANCED FUND

   INST  

SEI PRIVATE TRUST CO

C/O M&T BANK ID 337

ATTN MUTUAL FUNDS

OAKS PA 19456-9989

     296,594.768        70.00 % 

DWS BALANCED FUND

   INST  

PERSHING LLC

JERSEY CITY NJ 07303-2052

     26,491.859        6.25 % 

 

J-2

Fund

  

Share

Class

  

Name and Address of Owner

   Shares
Owned		     Percent
Ownership of
Outstanding
Shares		  

DWS BALANCED FUND

   INST  

PERSHING LLC

JERSEY CITY NJ 07303-2052

     24,443.577        5.77 % 

DWS BALANCED VIP

   A  

KEMPER INVESTORS LIFE

ATTN PRODUCT VALUATION SECURITY BENEFIT

TOPEKA KS 66636-1000

     6,423,453.437        44.58 % 

DWS BALANCED VIP

   A  

ALLMERICA LIFE SVSII

ATTN PRODUCT VALUATION

TOPEKA KS 66636-1000

     3,177,287.174        22.05 % 

DWS BALANCED VIP

   A  

ZURICH DESTINATIONS

FARMERS SVSII

C/O KILICO

ATTN INVESTMENT

ACCOUNTING LL-2W

GREENVILLE SC 29602-9097

     2,098,382.736        14.56 % 

DWS BALANCED VIP

   A  

SYMETRA LIFE INSURANCE CO

ATTN LIFE FINANCE

SEPARATE ACCOUNTS

BELLEVUE WA 98004-5130

     999,690.859        6.94 % 

DWS BALANCED VIP

   A  

CHARTER NAT LIFE INS CO-HORIZON

ATTN ACCTNG FINANCIAL CONTROL TEAM

PALATINE IL 60094-4210

     885,825.614        6.15 % 

DWS BLUE CHIP FUND

   C  

FIRST CLEARING LLC

SPECIAL CUSTODY ACCT FOR THE EXCLUSIVE BENEFIT OF CUSTOMER

ST LOUIS MO 63103-2523

     86,559.684        6.48 % 

DWS BLUE CHIP FUND

   S  

DWS TRUST COMPANY

FBO IBEW LOCAL UNION #252 CONTRIBUTION/401(K) PLAN #XXXXXX

ATTN: ASSET RECON

SALEM NH 03079-1143

     372,822.729        34.12 % 

DWS BLUE CHIP FUND

   S  

DWS TRUST COMPANY

FBO PERKINS PAPER INC EMPLOYEE 401K

PLAN ATTN SHARE RECON DEPT # XXXXXX

SALEM NH 03079-1143

     274,619.012        25.13 % 

 

J-3

Fund

  

Share

Class

  

Name and Address of Owner

   Shares
Owned		     Percent
Ownership of
Outstanding
Shares		  

DWS BLUE CHIP VIP

   A  

ZURICH DESTINATIONS

FARMERS SVSII

C/O KILICO

ATTN INVESTMENT

ACCOUNTING LL-2W

GREENVILLE SC 29602-9097

     5,487,970.982        52.45 % 

DWS BLUE CHIP VIP

   A  

ALLMERICA LIFE SVSII

ATTN PRODUCT VALUATION

TOPEKA KS 66636-1000

     4,121,080.828        39.39 % 

DWS BLUE CHIP VIP

   B  

KEMPER INVESTORS LIFE INS CO

VARIABLE ANNUITY SEPARATE ACCOUNTS

ATTN PRODUCT VALUATION

SECURITY BENEFIT

TOPEKA KS 66636-1000

     15,602.066        100.00 % 

DWS DISCIPLINED MARKET NEUTRAL FUND

   B  

STATE STREET BANK &

TRUST CO CUST

FBO DWS ALT ASSET

ALLOC PLUS FUND

QUINCY MA 02171-2105

     11,921,836.018        63.60 % 

DWS DISCIPLINED MARKET NEUTRAL FUND

   B  

STATE STREET BANK &

TRUST CO CUST

FBO DWS SELECT

ALTERNATIVE ALLOC

QUINCY MA 02171-2105

     4,891,813.633        26.10 % 

DWS DISCIPLINED MARKET NEUTRAL FUND

   B  

NFS LLC FBO

US BANK NATIONAL ASSOCIATION

OMNIBUS - CASH/CASH

MILWAUKEE WI 53212-3958

     1,021,694.515        5.45 % 

DWS DISCIPLINED MARKET NEUTRAL FUND

   C  

FIRST CLEARING LLC

SPECIAL CUSTODY ACCT FOR THE

EXCLUSIVE BENEFIT OF CUSTOMER

ST LOUIS MO 63103-2523

     929,909.215        36.34 % 

DWS DISCIPLINED MARKET NEUTRAL FUND

   C  

CITIGROUP GLOBAL MARKETS INC

XXXXXXXXXX

ATTN PETER BOOTH 7TH FL

NEW YORK NY 10001-2402

     259649.529        10.15 % 

DWS DISCIPLINED MARKET NEUTRAL FUND

   C  

AMERICAN ENTERPRISE INVESTMENT SERV

FBO #XXXXXXXXXX

MINNEAPOLIS MN 55440-9446

     231,366.881        9.04 % 

 

J-4

Fund

  

Share

Class

  

Name and Address of Owner

   Shares
Owned		     Percent
Ownership of
Outstanding
Shares		  

DWS DISCIPLINED MARKET NEUTRAL FUND

   C  

MLPF&S FOR THE SOLE

BENEFIT OF ITS CUSTOMERS

ATTN FUND

ADMINISTRATION 97D90

JACKSONVILLE FL 32246-6484

     219,855.100        8.59 % 

DWS DISCIPLINED MARKET NEUTRAL FUND

   S  

MERRILL LYNCH PIERCE FENNER

& SMITH FOR THE SOLE BENEFIT OF ITS CUSTOMERS

ATTN SERVICE TEAM

JACKSONVILLE FL 32246-6484

     2,972,500.873        35.62 % 

DWS DISCIPLINED MARKET NEUTRAL FUND

   S  

CITIGROUP GLOBAL MARKETS INC

BOOK ENTRY ACCOUNT

MUTUAL FUNDS DEPT

ATTN MATT MAESTRI

NEW YORK NY 10001-2402

     640,574.415        7.68 % 

DWS DISCIPLINED MARKET NEUTRAL FUND

   S  

CHARLES SCHWAB & CO INC

REINVEST ACCOUNT

SAN FRANCISCO CA 94104-4151

     437,815.441        5.25 % 

DWS DIVERSIFIED INTERNATIONAL EQUITY

   B  

MLPF&S FOR THE SOLE BENEFIT OF ITS CUSTOMERS

ATTN FUND ADM (9E8W0)

JACKSONVILLE FL 32246-6484

     33,315.261        12.71 % 

DWS DIVERSIFIED INTERNATIONAL EQUITY FUND

   B  

FIRST CLEARING LLC

SPECIAL CUSTODY ACCT FOR THE EXCLUSIVE BENEFIT OF CUSTOMER

ST LOUIS MO 63103-2523

     31,617.698        12.07 % 

DWS DIVERSIFIED INTERNATIONAL EQUITY FUND

   B  

CITIGROUP GLOBAL MARKETS INC

XXXXXXXXXX

ATTN PETER BOOTH 7TH FL

NEW YORK NY 10001-2402

     24,666.559        9.41 % 

DWS DIVERSIFIED INTERNATIONAL EQUITY FUND

   B  

WELLS FARGO INVESTMENTS LLC

FBO CUSTOMER ACCOUNTS

ATTN MUTUAL FUND OPERATIONS

MINNEAPOLIS MN 55402-2323

     17,456.372        6.66 % 

DWS DIVERSIFIED INTERNATIONAL EQUITY FUND

   C  

MLPF&S FOR THE SOLE BENEFIT OF ITS CUSTOMERS

ATTN FUND ADM (9E8W1)

JACKSONVILLE FL 32246-6484

     76,397.252        9.58 % 

DWS DIVERSIFIED INTERNATIONAL EQUITY FUND

   C  

CITIGROUP GLOBAL MARKETS INC

XXXXXXXXXX

ATTN PETER BOOTH 7TH FL

NEW YORK NY 10001-2402

     61,588.437        7.72 % 

 

J-5

Fund

  

Share

Class

  

Name and Address of Owner

   Shares
Owned		     Percent
Ownership of
Outstanding
Shares		  

DWS DIVERSIFIED INTERNATIONAL EQUITY FUND

   C  

FIRST CLEARING LLC

SPECIAL CUSTODY ACCT FOR THE EXCLUSIVE BENEFIT OF CUSTOMER

ST LOUIS MO 63103-2523

     58,879.650        7.38 % 

DWS DIVERSIFIED INTERNATIONAL EQUITY FUND

   C  

UBS WM USA

XXX XXXXX XXXX

OMNI ACCOUNT M/F

ATTN DEPARTMENT MANAGER

WEEHAWKEN NJ 07086-6761

     46,138.823        5.79 % 

DWS DIVERSIFIED INTERNATIONAL EQUITY FUND

   INST  

STATE STREET BANK & TRUST CO

CUST FBO

DWS LIFECOMPASS 2020 FUND

QUINCY MA 02171-2105

     1,391,476.222        19.22 % 

DWS DIVERSIFIED INTERNATIONAL EQUITY FUND

   INST  

DEUTSCHE BANK SECURITIES INC

FBO XXX-XXXXX-XX

ATTN MUTUAL FUND DEPT

26TH FL

NEW YORK NY 10020-1104

     1,015,835.312        14.03 % 

DWS DIVERSIFIED INTERNATIONAL EQUITY FUND

   INST  

DWS TRUST COMPANY CUST

FBO THE THRIFT PLAN OF LONZA

ATTN ASSET RECON DEPT #XXXXXX

SALEM NH 03079-1143

     919,548.783        12.70 % 

DWS DIVERSIFIED INTERNATIONAL EQUITY FUND

   INST  

STATE STREET BANK & TRUST CO

CUST FBO

DWS LIFECOMPASS 2015 FUND

QUINCY MA 02171-2105

     849,504.857        11.73 % 

DWS DIVERSIFIED INTERNATIONAL EQUITY FUND

   INST  

DIMA INC FBO THE AMGEN FOUNDATION INC

ATTN J RICHARD ROBBEN

NEW YORK NY 10154-0004

     803,924.644        11.10 % 

DWS DIVERSIFIED INTERNATIONAL EQUITY FUND

   INST  

STATE STREET BANK & TRUST CO

CUST FBO

DWS LIFECOMPASS 2030 FUND

QUINCY MA 02171-2105

     656,926.940        9.07 % 

DWS DIVERSIFIED INTERNATIONAL EQUITY FUND

   R  

HARTFORD LIFE INSURANCE

COMPANY SEPARATE ACCOUNT

HARTFORD CT 06104-2999

     77854.214        29.90 % 

DWS DIVERSIFIED INTERNATIONAL EQUITY FUND

   R  

STATE STREET CORP TRUSTEE

FBO ADP ACCESS

BOSTON MA 02111-2901

     77191.085        29.64 % 

 

J-6

Fund

  

Share

Class

  

Name and Address of Owner

   Shares
Owned		     Percent
Ownership of
Outstanding
Shares		  

DWS DIVERSIFIED INTERNATIONAL EQUITY FUND

   R  

STATE STREET BANK &

TRUST CO CUST

FBO ADP/MORGAN STANLEY DW

WESTWOOD MA 02090-2318

     54188.551        20.81 % 

DWS DIVERSIFIED INTERNATIONAL EQUITY FUND

   R  

MLPF&S FOR THE SOLE BENEFIT OF ITS CUSTOMERS

ATTN FUND ADM (9H778)

JACKSONVILLE FL 32246-6484

     26644.444        10.23 % 

DWS DIVERSIFIED INTERNATIONAL EQUITY FUND

   S  

DWS TRUST COMPANY

FBO ATLANTIC AUTOMOTIVE CORP 401K PLAN

ATTN SHARE RECON DEPT #XXXXXX

SALEM NH 03079-1143

     738,524.542        32.33 % 

DWS DIVERSIFIED INTERNATIONAL EQUITY FUND

   S  

STATE STREET CORP TRUSTEE

FBO ADP ACCESS

BOSTON MA 02111-2901

     534,341.181        23.39 % 

DWS DIVERSIFIED INTERNATIONAL EQUITY VIP

   A  

ZURICH DESTINATIONS

FARMERS SVSII

C/O KILICO

ATTN INVESTMENT

ACCOUNTING LL-2W

GREENVILLE SC 29602-9097

     4,289,826.818        41.15 % 

DWS DIVERSIFIED INTERNATIONAL EQUITY VIP

   A  

KEMPER INVESTORS LIFE

ATTN PRODUCT VALUATION

TOPEKA KS 66636-1000

     3,092,127.359        29.66 % 

DWS DIVERSIFIED INTERNATIONAL EQUITY VIP

   A  

ALLMERICA LIFE SVSII

ATTN PRODUCT VALUATION

TOPEKA KS 66636-1000

     2,966,498.725        28.45 % 

DWS GLOBAL INFLATION PLUS FUND

   A  

AMERICAN ENTERPRISE INVESTMENT SERV

FBO #XXXXXXXXXX

MINNEAPOLIS MN 55440-9446

     506,001.678        16.88 % 

DWS GLOBAL INFLATION PLUS FUND

   A  

UBS WM USA

XXX XXXXX XXXX

OMNI ACCOUNT M/F

ATTN DEPARTMENT MANAGER

WEEHAWKEN NJ 07086-6761

     235,927.312        7.87 % 

DWS GLOBAL INFLATION PLUS FUND

   A  

FIRST CLEARING LLC

SPECIAL CUSTODY ACCT FOR THE EXCLUSIVE BENEFIT OF CUSTOMER

ST LOUIS MO 63103-2523

     151,880.158        5.07 % 

 

J-7

Fund

  

Share

Class

  

Name and Address of Owner

   Shares
Owned		     Percent
Ownership of
Outstanding
Shares		  

DWS GLOBAL INFLATION PLUS FUND

   B  

FIRST CLEARING LLC

SPECIAL CUSTODY ACCT FOR THE EXCLUSIVE BENEFIT OF CUSTOMER

ST LOUIS MO 63103-2523

     71,153.482        29.19 % 

DWS GLOBAL INFLATION PLUS FUND

   B  

MLPF&S FOR THE SOLE BENEFIT OF ITS CUSTOMERS

ATTN FUND ADM

JACKSONVILLE FL 32246-6484

     17,909.348        7.35 % 

DWS GLOBAL INFLATION PLUS FUND

   C  

FIRST CLEARING LLC

SPECIAL CUSTODY ACCT FOR THE EXCLUSIVE BENEFIT OF CUSTOMER

ST LOUIS MO 63103-2523

     371,962.416        27.42 % 

DWS GLOBAL INFLATION PLUS FUND

   C  

MLPF&S FOR THE SOLE BENEFIT OF ITS CUSTOMERS

ATTN FUND ADMINISTRATION 9LTU2

JACKSONVILLE FL 32246-6484

     212,531.509        15.67 % 

DWS GLOBAL INFLATION PLUS FUND

   C  

UBS WM USA

XXX XXXXX XXXX

OMNI ACCOUNT M/F

ATTN DEPARTMENT MANAGER

WEEHAWKEN NJ 07086-6761

     152,780.877        11.26 % 

DWS GLOBAL INFLATION PLUS FUND

   C  

MORGAN STANLEY SMITH BARNEY

HARBORSIDE FINANCIAL CENTER

PLAZA II 3RD FLOOR

JERSEY CITY NJ 07311

     100,620.301        7.42 % 

DWS GLOBAL INFLATION PLUS FUND

   INST  

STATE STREET BANK &

TRUST CO CUST

FBO DWS ALT ASSET

ALLOC PLUS FUND

QUINCY MA 02171-2105

     8,830,952.984        63.68 % 

DWS GLOBAL INFLATION PLUS FUND

   INST  

STATE STREET BANK &

TRUST CO CUST

FBO DWS SELECT

ALTERNATIVE ALLOC

QUINCY MA 02171-2105

     3,632,848.136        26.20 % 

DWS GLOBAL INFLATION PLUS FUND

   S  

WELLS FARGO INVESTMENTS LLC

FBO CUSTOMER ACCOUNTS

ATTN MUTUAL FUND OPERATIONS

MINNEAPOLIS MN 55402-2323

     357,078.542        16.05 % 

 

J-8

Fund

  

Share

Class

  

Name and Address of Owner

   Shares
Owned		     Percent
Ownership of
Outstanding
Shares		  

DWS GLOBAL INFLATION PLUS FUND

   S  

CHARLES SCHWAB & CO INC

ATTN MUTUAL FUNDS DEPARTMENT

SAN FRANCISCO CA 94104-4151

     167,865.665        7.55 % 

DWS GROWTH & INCOME FUND

   C  

MLPF&S FOR THE SOLE BENEFIT OF ITS CUSTOMERS

ATTN FUND ADMINISTRATION

JACKSONVILLE FL 32246-6484

     26,821.355        9.61 % 

DWS GROWTH & INCOME FUND

   INST  

STATE STREET BANK &

TRUST CO CUST FBO

DWS LIFECOMPASS 2020 FUND

QUINCY MA 02171-2105

     696,802.194        28.77 % 

DWS GROWTH & INCOME FUND

   INST  

STATE STREET BANK &

TRUST CO CUST FBO

DWS LIFECOMPASS 2015 FUND

QUINCY MA 02171-2105

     569,717.000        23.53 % 

DWS GROWTH & INCOME FUND

   INST  

NEW YORK TRUST COMPANY

BENEFIT SERVICES COMPANY INC

C/O NEW YORK LIFE

WESTWOOD MA 02090-2324

     486,196.034        20.08 % 

DWS GROWTH & INCOME FUND

   INST  

STATE STREET BANK &

TRUST CO CUST FBO

DWS LIFECOMPASS 2030 FUND

QUINCY MA 02171-2105

     279,072.161        11.52 % 

DWS GROWTH & INCOME FUND

   INST  

STATE STREET BANK &

TRUST CO CUST FBO

DWS LIFECOMPASS

RETIREMENT FUND

QUINCY MA 02171-2105

     236,488.560        9.77 % 

DWS GROWTH & INCOME FUND

   INST  

STATE STREET BANK &

TRUST CO CUST FBO

DWS LIFECOMPASS 2040 FUND

QUINCY MA 02171-2105

     152,740.614        6.31 % 

DWS GROWTH & INCOME VIP

   A  

ALLMERICA LIFE SVSII

ATTN PRODUCT VALUATION

1 SW SECURITY BENEFIT PL

TOPEKA KS 66636-1000

     4,678,608.107        34.90 % 

DWS GROWTH & INCOME VIP

   A  

ZURICH DESTINATIONS/

FARMERS FUND

C/O KILICO

ATTN INVESTMENT

ACCOUNTING LL-2W

GREENVILLE SC 29602-9097

     3,492,416.087        26.05 % 

 

J-9

Fund

  

Share

Class

  

Name and Address of Owner

   Shares
Owned		     Percent
Ownership of
Outstanding
Shares		  

DWS GROWTH & INCOME VIP

   A  

CHARTER NAT LIFE

INS CO-HORIZON

ATTN ACCTNG FINANCIAL CONTROL TEAM

PO BOX 94210

PALATINE IL 60094-4210

     1,961,671.417        14.63 % 

DWS GROWTH & INCOME VIP

   A  

KEMPER INVESTORS LIFE

ATTN PRODUCT VALUATION

SECURITY BENEFIT

TOPEKA KS 66636-1000

     823,139.996        6.14 % 

DWS GROWTH & INCOME VIP

   B  

UNITED OF OMAHA

ATTN PRODUCT VALUATION

SECURITY BENEFIT

TOPEKA KS 66636-1000

     233,420.682        86.67 % 

DWS GROWTH & INCOME VIP

   B  

KEMPER INVESTORS LIFE

ATTN PRODUCT VALUATION

SECURITY BENEFIT

TOPEKA KS 66606-2541

     14,904.754        5.53 % 

DWS GROWTH & INCOME VIP

   B  

KEMPER INVESTORS LIFE INS CO

VARIABLE ANNUITY

SEPARATE ACCOUNTS

ATTN PRODUCT VALUATION

SECURITY BENEFIT

TOPEKA KS 66636-1000

     14,156.659        5.26 % 

DWS LIFECOMPASS 2015 FUND

   B  

CITIGROUP GLOBAL MARKETS INC

XXXXXXXXXX

ATTN PETER BOOTH 7TH FL

NEW YORK NY 10001-2402

     101,156.013        15.25 % 

DWS LIFECOMPASS 2015 FUND

   B  

MORGAN STANLEY SMITH BARNEY

HARBORSIDE FINANCIAL CENTER

PLAZA II 3RD FLOOR

JERSEY CITY NJ 07311

     73,317.334        11.05 % 

DWS LIFECOMPASS 2015 FUND

   B  

WELLS FARGO INVESTMENTS LLC

FBO CUSTOMER ACCOUNTS

ATTN MUTUAL FUND OPERATIONS

MINNEAPOLIS MN 55402-2323

     48,299.350        7.28 % 

DWS LIFECOMPASS 2015 FUND

   B  

FIRST CLEARING LLC

SPECIAL CUSTODY ACCT FOR THE EXCLUSIVE BENEFIT OF CUSTOMER

ST LOUIS MO 63103-2523

     42,161.510        6.36 % 

 

J-10

Fund

  

Share

Class

  

Name and Address of Owner

   Shares
Owned		     Percent
Ownership of
Outstanding
Shares		  

DWS LIFECOMPASS 2015 FUND

   C  

MLPF&S FOR THE SOLE BENEFIT OF ITS CUSTOMERS

ATTN FUND

ADMINISTRATION 97D93

JACKSONVILLE FL 32246-6484

     182,988.498        11.69 % 

DWS LIFECOMPASS 2015 FUND

   C  

MORGAN STANLEY SMITH BARNEY

HARBORSIDE FINANCIAL CENTER

PLAZA II 3RD FLOOR

JERSEY CITY NJ 07311

     114,355.349        7.31 % 

DWS LIFECOMPASS 2015 FUND

   S  

DWS TRUST COMPANY TTEE OF THE TIFFANY & CO EE P/S AND

RETIREMENT SAVINGS PLAN

ATTN: ASSET RECON

SALEM NH 03079-1143

     1,750,504.484        24.43 % 

DWS LIFECOMPASS 2015 FUND

   S  

DWS TRUST COMPANY

DURHAM SCHOOL SERVICES 401(K) & PRO

ATTN ASSET RECON DEPT #XXXXXX

SALEM NH 03079-1143

     788,609.599        11.00 % 

DWS LIFECOMPASS 2020 FUND

   B  

CITIGROUP GLOBAL MARKETS INC

XXXXXXXXXX

ATTN PETER BOOTH 7TH FL

NEW YORK NY 10001-2402

     141,041.154        16.78 % 

DWS LIFECOMPASS 2020 FUND

   B  

WELLS FARGO INVESTMENTS LLC

FBO CUSTOMER ACCOUNTS

ATTN MUTUAL FUND OPERATIONS

MINNEAPOLIS MN 55402-2323

     64,972.713        7.73 % 

DWS LIFECOMPASS 2020 FUND

   B  

MORGAN STANLEY SMITH BARNEY

HARBORSIDE FINANCIAL CENTER

PLAZA II 3RD FLOOR

JERSEY CITY NJ 07311

     58,443.678        6.96 % 

DWS LIFECOMPASS 2020 FUND

   C  

MLPF&S FOR THE SOLE BENEFIT OF ITS CUSTOMERS

ATTN FUND

ADMINISTRATION 97D93

JACKSONVILLE FL 32246-6484

     150,577.985        10.02 % 

DWS LIFECOMPASS 2020 FUND

   C  

MORGAN STANLEY SMITH BARNEY

HARBORSIDE FINANCIAL CENTER

PLAZA II 3RD FLOOR

JERSEY CITY NJ 07311

     117,149.022        7.79 % 

 

J-11

Fund

  

Share

Class

  

Name and Address of Owner

   Shares
Owned		     Percent
Ownership of
Outstanding
Shares		  

DWS LIFECOMPASS 2020 FUND

   C  

CITIGROUP GLOBAL MARKETS INC

XXXXXXXXXX

ATTN PETER BOOTH 7TH FL

NEW YORK NY 10001-2402

     97,950.514        6.52 % 

DWS LIFECOMPASS 2020 FUND

   C  

FIRST CLEARING LLC

SPECIAL CUSTODY ACCT FOR THE EXCLUSIVE BENEFIT OF CUSTOMER

ST LOUIS MO 63103-2523

     76,957.455        5.12 % 

DWS LIFECOMPASS 2020 FUND

   S  

DWS TRUST COMPANY TTEE OF THE TIFFANY & CO EE P/S AND RETIREMENT SAVINGS PLAN

ATTN: ASSET RECON

SALEM NH 03079-1143

     875,151.929        10.58 % 

DWS LIFECOMPASS 2030 FUND

   A  

DWS TRUST COMPANY

FBO ARROWHEAD SYSTEMS INC

401K RETIREMENT SVGS PL A/C XXXXXX

ATTN SHARE RECON DEPT

SALEM NH 03079-1143

     333,242.311        6.91 % 

DWS LIFECOMPASS 2030 FUND

   A  

DWS TRUST COMPANY

FBO CHELOS MANAGEMENT COMPANY

401K PLAN A/C XXXXXX

ATTN SHARE RECON DEPT

SALEM NH 03079-1143

     308,690.771        6.40 % 

DWS LIFECOMPASS 2030 FUND

   B  

FIRST CLEARING LLC

SPECIAL CUSTODY ACCT FOR THE EXCLUSIVE BENEFIT OF CUSTOMER

ST LOUIS MO 63103-2523

     31,204.662        14.26 % 

DWS LIFECOMPASS 2030 FUND

   B  

WELLS FARGO INVESTMENTS LLC

FBO CUSTOMER ACCOUNTS

ATTN MUTUAL FUND OPERATIONS

MINNEAPOLIS MN 55402-2323

     13,778.646        6.30 % 

DWS LIFECOMPASS 2030 FUND

   B  

MORGAN STANLEY SMITH BARNEY

HARBORSIDE FINANCIAL CENTER

PLAZA II 3RD FLOOR

JERSEY CITY NJ 07311

     11,531.865        5.27 % 

 

J-12

Fund

  

Share

Class

  

Name and Address of Owner

   Shares
Owned		     Percent
Ownership of
Outstanding
Shares		  

DWS LIFECOMPASS 2030 FUND

   C  

MORGAN STANLEY SMITH BARNEY

HARBORSIDE FINANCIAL CENTER

PLAZA II 3RD FLOOR

JERSEY CITY NJ 07311

     68,089.892        10.80 % 

DWS LIFECOMPASS 2030 FUND

   C  

FIRST CLEARING LLC

SPECIAL CUSTODY ACCT FOR THE EXCLUSIVE BENEFIT OF CUSTOMER

ST LOUIS MO 63103-2523

     41,402.749        6.57 % 

DWS LIFECOMPASS 2030 FUND

   S  

DWS TRUST COMPANY TTEE OF THE UCB INC 401K PFT/SHR/PLN

ATTN SUE NAPOLITANO

ATTN: ASSET RECON

SALEM NH 03079-1143

     346,831.840        25.38 % 

DWS LIFECOMPASS 2030 FUND

   S  

DWS TRUST COMPANY TTEE OF THE TIFFANY & CO EE P/S AND

RETIREMENT SAVINGS PLAN

ATTN: ASSET RECON

SALEM NH 03079-1143

     222,255.727        16.26 % 

DWS LIFECOMPASS 2030 FUND

   S  

DWS TRUST COMPANY TEE

THRIFT PLAN OF LONZA INC

ATTN: ASSET RECON

SALEM NH 03079-1143

     153,782.855        11.25 % 

DWS LIFECOMPASS 2030 FUND

   S  

DWS TRUST COMPANY

FBO MID AMERICA OVERSEAS INC

RETIREMENT PLAN

ATTN SHARE RECON DEPT #XXXXXX

SALEM NH 03079-1143

     68,645.883        5.02 % 

DWS LIFECOMPASS RETIREMENT FUND

   A  

DWS TRUST COMPANY

FBO BILL DODGE BUICK PONTIAC GMC CADILLAC INC

SALARY DEF 401K PLAN

ATTN SHARE RECON DEPT

A/C XXXXXX

SALEM NH 03079-1143

     244,290.511        8.21 % 

DWS LIFECOMPASS RETIREMENT FUND

   A  

DWS TRUST COMPANY FBO

AUTOMATIC EQUIPMENT MANUFACTURING

CO RETIREMENT SAVINGS PLAN

SALEM NH 03079-1143

     178,376.156        6.00 % 

 

J-13

Fund

  

Share

Class

  

Name and Address of Owner

   Shares
Owned		     Percent
Ownership of
Outstanding
Shares		  

DWS LIFECOMPASS RETIREMENT FUND

   A  

DWS TRUST COMPANY

FBO TRI-STAR

CONSTRUCTION CORP

401(K) PROFIT SHARING PLAN

ATTN ASSET RECON DEPT# XXXXXX

SALEM NH 03079-1143

     177,986.013        5.98 % 

DWS LIFECOMPASS RETIREMENT FUND

   A  

DWS ALTERNATIVE ASSET

ALLOC PLUS FD-A

AMERICAN ENTERPRISE INVESTMENT SERV

FBO #XXXXXXXXXX

MINNEAPOLIS MN 55440-9446

     3,494,437.512        12.68 % 

DWS LIFECOMPASS RETIREMENT FUND

   A  

UBS WM USA

XXX XXXXX XXXX

OMNI ACCOUNT M/F

ATTN DEPARTMENT MANAGER

WEEHAWKEN NJ 07086-6761

     2,890,853.938        10.49 % 

DWS LIFECOMPASS RETIREMENT FUND

   A  

LPL FINANCIAL

FBO CUSTOMER ACCOUNTS

ATTN MUTUAL FUND OPERATIONS

SAN DIEGO CA 92150-9046

     2,015,642.667        7.32 % 

DWS LIFECOMPASS RETIREMENT FUND

   A  

MORGAN STANLEY SMITH BARNEY

HARBORSIDE FINANCIAL CENTER PLAZA II 3RD FLOOR

JERSEY CITY NJ 07311

     1,569,720.829        5.70 % 

DWS LIFECOMPASS RETIREMENT FUND

   B  

CITIGROUP GLOBAL MARKETS INC

XXXXXXXXXX

ATTN PETER BOOTH 7TH FL

NEW YORK NY 10001-2402

     36,722.915        18.76 % 

DWS LIFECOMPASS RETIREMENT FUND

   B  

FIRST CLEARING LLC

SPECIAL CUSTODY ACCT FOR THE EXCLUSIVE BENEFIT OF CUSTOMER

ST LOUIS MO 63103-2523

     19,200.081        9.81 % 

DWS LIFECOMPASS RETIREMENT FUND

   B  

WELLS FARGO INVESTMENTS LLC

FBO CUSTOMER ACCOUNTS

ATTN MUTUAL FUND OPERATIONS

MINNEAPOLIS MN 55402-2323

     13,091.779        6.69 % 

 

J-14

Fund

  

Share

Class

  

Name and Address of Owner

   Shares
Owned		     Percent
Ownership of
Outstanding
Shares		  

DWS LIFECOMPASS RETIREMENT FUND

   B  

MORGAN STANLEY SMITH BARNEY

HARBORSIDE FINANCIAL CENTER PLAZA II 3RD FLOOR

JERSEY CITY NJ 07311

     12,910.889        6.60 % 

DWS LIFECOMPASS RETIREMENT FUND

   C  

UBS WM USA

XXX XXXXX XXXX

OMNI ACCOUNT M/F

ATTN DEPARTMENT MANAGER

WEEHAWKEN NJ 07086-6761

     106,095.956        16.83 % 

DWS LIFECOMPASS RETIREMENT FUND

   C  

MLPF&S FOR THE SOLE BENEFIT OF ITS CUSTOMERS

ATTN FUND

ADMINISTRATION 9E4S0

JACKSONVILLE FL 32246-6484

     54,013.481        8.57 % 

DWS LIFECOMPASS RETIREMENT FUND

   C  

MORGAN STANLEY SMITH BARNEY

HARBORSIDE FINANCIAL CENTER PLAZA II 3RD FLOOR

JERSEY CITY NJ 07311

     42,124.155        6.68 % 

DWS LIFECOMPASS RETIREMENT FUND

   S  

DWS TRUST COMPANY TTEE OF THE TIFFANY & CO EE P/S AND

RETIREMENT SAVINGS PLAN

ATTN: ASSET RECON

SALEM NH 03079-1143

     265,816.292        5.25 % 

DWS S&P 500 PLUS FUND

   A  

AMERICAN ENTERPRISE INVESTMENT SERV

FBO #XXXXXXXXXX

MINNEAPOLIS MN 55440-9446

     492,451.156        9.27 % 

DWS S&P 500 PLUS FUND

   B  

AMERICAN ENTERPRISE INVESTMENT SERV

FBO #XXXXXXXXXX

MINNEAPOLIS MN 55440-9446

     20,835.182        11.69 % 

DWS S&P 500 PLUS FUND

   B  

FIRST CLEARING LLC

SPECIAL CUSTODY ACCT FOR THE EXCLUSIVE BENEFIT OF CUSTOMER

ST LOUIS MO 63103-2523

     16,532.540        9.28 % 

DWS S&P 500 PLUS FUND

   C  

UBS WM USA

XXX XXXXX XXXX

OMNI ACCOUNT M/F

ATTN DEPARTMENT MANAGER

WEEHAWKEN NJ 07086-6761

     135,488.755        15.62 % 

 

J-15

Fund

  

Share

Class

  

Name and Address of Owner

   Shares
Owned		     Percent
Ownership of
Outstanding
Shares		  

DWS S&P 500 PLUS FUND

   C  

FIRST CLEARING LLC

SPECIAL CUSTODY ACCT FOR THE EXCLUSIVE BENEFIT OF CUSTOMER

ST LOUIS MO 63103-2523

     133,072.799        15.34 % 

DWS S&P 500 PLUS FUND

   C  

CITIGROUP GLOBAL MARKETS INC

XXXXXXXXXX

ATTN PETER BOOTH 7TH FL

NEW YORK NY 10001-2402

     54,146.824        6.24 % 

DWS S&P 500 PLUS FUND

   R  

MG TR CO CUST FBO

TOWN OF NATICK 457 DEFFDCOMP

DENVER CO 80202-3531

     214,413.385        27.59 % 

DWS S&P 500 PLUS FUND

   R  

COUNSEL TR DBA MATC FBO

ANDERSON & VREELAND INC PSP

PITTSBURGH PA 15222-4228

     92,362.511        11.89 % 

DWS S&P 500 PLUS FUND

   R  

MG TR CO TTEE

FBO THIRD STREET MANAGEMENTLLC

401K P/S PL & TR

DENVER CO 80202-3531

     53,233.366        6.85 % 

DWS S&P 500 PLUS FUND

   R  

MLPF&S FOR THE SOLE BENEFIT OF ITS CUSTOMERS

ATTN FUND ADM (97HB3)

JACKSONVILLE FL 32246-6484

     41,105.445        5.29 % 

DWS S&P 500 PLUS FUND

   S  

STATE STREET BANK &

TRUST CO CUST FBO

DWS LIFECOMPASS 2020 FUND

QUINCY MA 02171-2105

     962,378.501        11.26 % 

DWS S&P 500 PLUS FUND

   S  

DWS TRUST COMPANY

FBO GRANITE

BROADCASTING CORP

EMPLOYEE SAV & RET PLAN

ATTN SHARE RECON DEPT A/C XXXXXX

SALEM NH 03079-1143

     819,272.729        9.58 % 

DWS S&P 500 PLUS FUND

   S  

STATE STREET BANK &

TRUST CO CUST FBO

DWS LIFECOMPASS 2015 FUND

QUINCY MA 02171-2105

     743,507.782        8.70 % 

DWS S&P 500 PLUS FUND

   S  

NEW YORK LIFE TRUST COMPANY

CLIENT ACCOUNT

PARSIPPANY NJ 07054-1007

     659,203.747        7.71 % 

 

J-16

Fund

  

Share

Class

  

Name and Address of Owner

   Shares
Owned		     Percent
Ownership of
Outstanding
Shares		  

DWS S&P 500 PLUS FUND

   S  

DWS TRUST COMPANY

FBO SAGER ELECTRICAL

SUPPLY CO INC

401 K & PROFIT SHARING PLAN

ATTN SHARE RECON DEPT # XXXXXX

SALEM NH 03079-1143

     485,761.647        5.68 % 

DWS SELECT ALTERNATIVE ALLOCATION FUND

   A  

AMERICAN ENTERPRISE INVESTMENT SERV

FBO #XXXXXXXXXX

MINNEAPOLIS MN 55440-9446

     16,943,543.323        90.76 % 

DWS SELECT ALTERNATIVE ALLOCATION FUND

   A  

AMERICAN ENTERPRISE INVESTMENT SERV

FBO #XXXXXXXXXX

MINNEAPOLIS MN 55440-9446

     2,110,421.023        25.04 % 

DWS SELECT ALTERNATIVE ALLOCATION FUND

   A  

UBS WM USA

XXX XXXXX XXXX

OMNI ACCOUNT M/F

ATTN DEPARTMENT MANAGER

WEEHAWKEN NJ 07086-6761

     2,090,366.736        24.80 % 

DWS SELECT ALTERNATIVE ALLOCATION FUND

   A  

LPL FINANCIAL

FBO CUSTOMER ACCOUNTS

ATTN MUTUAL FUND OPERATIONS

SAN DIEGO CA 92150-9046

     523,047.062        6.21 % 

DWS SELECT ALTERNATIVE ALLOCATION FUND

   C  

AMERICAN ENTERPRISE INVESTMENT SERV

FBO #XXXXXXXXXX

MINNEAPOLIS MN 55440-9446

     580,035.982        45.28 % 

DWS SELECT ALTERNATIVE ALLOCATION FUND

   C  

CITIGROUP GLOBAL MARKETS INC

XXXXXXXXXX

ATTN PETER BOOTH 7TH FL

NEW YORK NY 10001-2402

     66,801.680        5.21 % 

DWS SELECT ALTERNATIVE ALLOCATION FUND

   C  

FIRST CLEARING LLC

SPECIAL CUSTODY ACCT FOR THE EXCLUSIVE BENEFIT OF CUSTOMER

ST LOUIS MO 63103-2523

     64,374.178        5.03 % 

DWS SELECT ALTERNATIVE ALLOCATION FUND

   INST  

DWS TRUST COMPANY CUST

FOR THE IRA OF

BARRY ROSENSON

WEST PALM BCH FL 33418-6983

     63,108.869        72.23 % 

 

J-17

Fund

  

Share

Class

  

Name and Address of Owner

   Shares
Owned		     Percent
Ownership of
Outstanding
Shares		  

DWS SELECT ALTERNATIVE ALLOCATION FUND

   INST  

PERSHING LLC

JERSEY CITY NJ 07303-2052

     14,262.514        16.32 % 

DWS SELECT ALTERNATIVE ALLOCATION FUND

   INST  

FIRST CLEARING LLC

SPECIAL CUSTODY ACCT FOR THE EXCLUSIVE BENEFIT OF CUSTOMER

ST LOUIS MO 63103-2523

     5,164.319        5.91 % 

DWS SELECT ALTERNATIVE ALLOCATION FUND

   S  

LPL FINANCIAL

FBO CUSTOMER ACCOUNTS ATTN MUTUAL FUND OPERATIONS

SAN DIEGO CA 92150-9046

     528,744.116        40.54 % 

DWS SELECT ALTERNATIVE ALLOCATION FUND

   S  

CITIGROUP GLOBAL MARKETS INC

BOOK ENTRY ACCOUNT

MUTUAL FUNDS DEPT

ATTN MATT MAESTRI

NEW YORK NY 10001-2402

     133,568.844        10.24 % 

DWS SHORT DURATION PLUS FUND

   A  

AMERICAN ENTERPRISE INVESTMENT SERV

FBO #XXXXXXXXXX

MINNEAPOLIS MN 55440-9446

     38,607,683.509        31.53 % 

DWS SHORT DURATION PLUS FUND

   A  

UBS WM USA

XXX XXXXX XXXX

OMNI ACCOUNT M/F

ATTN DEPARTMENT MANAGER

WEEHAWKEN NJ 07086-6761

     14,383,933.374        11.75 % 

DWS SHORT DURATION PLUS FUND

   A  

WELLS FARGO INVESTMENTS LLC

FBO CUSTOMER ACCOUNTS

ATTN MUTUAL FUND OPERATIONS

MINNEAPOLIS MN 55402-2323

     8,511,176.018        6.95 % 

DWS SHORT DURATION PLUS FUND

   B  

MLPF&S FOR THE SOLE BENEFIT OF ITS CUSTOMERS

ATTN FUND

ADMINISTRATION #97D64

JACKSONVILLE FL 32246-6484

     11,489.955        9.88 % 

DWS SHORT DURATION PLUS FUND

   B  

FIRST CLEARING LLC

SPECIAL CUSTODY ACCT FOR THE EXCLUSIVE BENEFIT OF CUSTOMER

ST LOUIS MO 63103-2523

     8,331.281        7.16 % 

 

J-18

Fund

  

Share

Class

  

Name and Address of Owner

   Shares
Owned		     Percent
Ownership of
Outstanding
Shares		  

DWS SHORT DURATION PLUS FUND

   C  

MLPF&S FOR THE SOLE BENEFIT OF ITS CUSTOMERS

ATTN FUND

ADMINISTRATION 9K551

JACKSONVILLE FL 32246-6484

     6,420,548.418        14.54 % 

DWS SHORT DURATION PLUS FUND

   C  

FIRST CLEARING LLC

SPECIAL CUSTODY ACCT FOR THE EXCLUSIVE BENEFIT OF CUSTOMER

ST LOUIS MO 63103-2523

     5,696,719.209        12.91 % 

DWS SHORT DURATION PLUS FUND

   C  

UBS WM USA

XXX XXXXX XXXX

OMNI ACCOUNT M/F

ATTN DEPARTMENT MANAGER

WEEHAWKEN NJ 07086-6761

     4,279,083.051        9.69 % 

DWS SHORT DURATION PLUS FUND

   C  

MORGAN STANLEY SMITH BARNEY

HARBORSIDE FINANCIAL CENTER PLAZA II 3RD FLOOR

JERSEY CITY NJ 07311

     3,604,400.994        8.17 % 

DWS SHORT DURATION PLUS FUND

   C  

CITIGROUP GLOBAL MARKETS INC

XXXXXXXXXX

ATTN PETER BOOTH 7TH FL

NEW YORK NY 10001-2402

     3,260,084.272        7.39 % 

DWS SHORT DURATION PLUS FUND

   C  

AMERICAN ENTERPRISE INVESTMENT SERV

FBO #XXXXXXXXXX

MINNEAPOLIS MN 55440-9446

     2,378,937.881        5.39 % 

DWS SHORT DURATION PLUS FUND

   INST  

STATE STREET BANK & TRUST CO

CUST FBO DWS LIFECOMPASS RETIREMENT FUND

QUINCY MA 02171-2105

     1,695,607.098        38.13 % 

DWS SHORT DURATION PLUS FUND

   INST  

STATE STREET BANK & TRUST CO

CUST FBO DWS LIFECOMPASS 2015 FUND

QUINCY MA 02171-2105

     631,894.63        14.21 % 

DWS SHORT DURATION PLUS FUND

   INST  

STATE STREET BANK & TRUST CO

CUST FBO DWS LIFECOMPASS 2020 FUND

QUINCY MA 02171-2105

     536,924.28        12.08 % 

DWS SHORT DURATION PLUS FUND

   INST  

FIRST CLEARING LLC

SPECIAL CUSTODY ACCT

FOR THE EXCLUSIVE BENEFIT

OF CUSTOMER

ST LOUIS MO 63103-2523

     338,347.89        7.61 % 

 

J-19

Fund

  

Share

Class

  

Name and Address of Owner

   Shares
Owned		     Percent
Ownership of
Outstanding
Shares		  

DWS SHORT DURATION PLUS FUND

   INST  

PERSHING LLC

JERSEY CITY NJ 07303-2052

     267,111.24        6.01 % 

DWS SHORT DURATION PLUS FUND

   S  

MERRILL LYNCH PIERCE FENNER & SMITH FOR THE SOLE BENEFIT OF

ITS CUSTOMERS

ATTN SERVICE TEAM

JACKSONVILLE FL 32246-6484

     12,634,902.493        10.12 % 

DWS SHORT DURATION PLUS FUND

   S  

CHARLES SCHWAB & CO

OMNIBUS ACCOUNT REINVEST

ATTN: MUTUAL FUND ACCT MGMT TEAM

SAN FRANCISCO CA 94104-4151

     12,021,813.992        9.63 % 

DWS SHORT DURATION PLUS FUND

   S  

LPL FINANCIAL

FBO CUSTOMER ACCOUNTS

ATTN MUTUAL FUND OPERATIONS

SAN DIEGO CA 92150-9046

     10,348,819.641        8.29 % 

DWS SMALL CAP CORE FUND

   A  

MLPF&S FOR THE SOLE BENEFIT OF ITS CUSTOMERS

ATTN FUND ADM (97HB3)

JACKSONVILLE FL 32246-6484

     102,810.385        25.12 % 

DWS SMALL CAP CORE FUND

   A  

DWS TRUST COMPANY

FBO IDAHO ELKS

REHAB HOSP 403(B) PLAN

ATTN ASSET RECON DEPT#XXXXXX

SALEM NH 03079-1143

     42,312.026        10.34 % 

DWS SMALL CAP CORE FUND

   C  

MORGAN STANLEY SMITH BARNEY

HARBORSIDE FINANCIAL CENTER PLAZA II 3RD FLOOR

JERSEY CITY NJ 07311

     9,235.182        15.60 % 

DWS SMALL CAP CORE FUND

   C  

AMERICAN ENTERPRISE INVESTMENT SVC

FBO #XXXXXXXXXX

MINNEAPOLIS MN 55402-2405

     4,212.601        7.12 % 

DWS SMALL CAP CORE FUND

   C  

FIRST CLEARING LLC

SPECIAL CUSTODY ACCT FOR THE EXCLUSIVE BENEFIT OF CUSTOMER

ST LOUIS MO 63103-2523

     3,078.872        5.20 % 

 

J-20

Fund

  

Share

Class

  

Name and Address of Owner

   Shares
Owned		     Percent
Ownership of
Outstanding
Shares		  

DWS SMALL CAP CORE FUND

   C  

DWS TRUST COMPANY CUST

FOR THE IRA ROLLOVER OF

KAREN S BEAL

GENEVA FL 32732-9378

     2,987.096        5.05 % 

DWS SMALL CAP CORE FUND

   S  

STATE STREET BANK & TRUST CO

CUST FBO DWS LIFECOMPASS 2020 FUND

QUINCY MA 02171-2105

     393,313.980        9.64 % 

DWS SMALL CAP CORE FUND

   S  

STATE STREET BANK & TRUST CO

CUST FBO DWS LIFECOMPASS 2015 FUND

QUINCY MA 02171-2105

     260,002.215        6.37 % 

DWS STRATEGIC GOVERNMENT SECURITIES FUND

   A  

FIRST CLEARING LLC

SPECIAL CUSTODY ACCT FOR THE EXCLUSIVE BENEFIT OF CUSTOMER

ST LOUIS MO 63103-2523

     16,886,042.817        8.26 % 

DWS STRATEGIC GOVERNMENT SECURITIES FUND

   B  

FIRST CLEARING LLC

SPECIAL CUSTODY ACCT FOR THE EXCLUSIVE BENEFIT OF CUSTOMER

ST LOUIS MO 63103-2523

     81,081.250        8.11 % 

DWS STRATEGIC GOVERNMENT SECURITIES FUND

   B  

MLPF&S FOR THE SOLE BENEFIT OF ITS CUSTOMERS

ATTN FUND

ADMINISTRATION 97D93

JACKSONVILLE FL 32246-6484

     79,079.445        7.91 % 

DWS STRATEGIC GOVERNMENT SECURITIES FUND

   C  

MLPF&S FOR THE SOLE BENEFIT OF ITS CUSTOMERS

ATTN FUND

ADMINISTRATION 97D94

JACKSONVILLE FL 32246-6484

     880,039.763        9.63 % 

DWS STRATEGIC GOVERNMENT SECURITIES FUND

   C  

WELLS FARGO INVESTMENTS LLC

FBO CUSTOMER ACCOUNTS

ATTN MUTUAL FUND OPERATIONS

MINNEAPOLIS MN 55402-2323

     742,642.661        8.12 % 

DWS STRATEGIC GOVERNMENT SECURITIES FUND

   C  

FIRST CLEARING LLC

SPECIAL CUSTODY ACCT FOR THE EXCLUSIVE BENEFIT OF CUSTOMER

ST LOUIS MO 63103-2523

     577,502.165        6.32 % 

 

J-21

Fund

  

Share

Class

  

Name and Address of Owner

   Shares
Owned		     Percent
Ownership of
Outstanding
Shares		  

DWS STRATEGIC GOVERNMENT SECURITIES FUND

   INST  

FIRST OKLAHOMA BANK

ATTN PETE DICKINSON

TULSA OK 74137-4332

     114,717.731        56.70 % 

DWS STRATEGIC GOVERNMENT SECURITIES FUND

   INST  

DWS TRUST COMPANY CUST FOR THE IRA ROLLOVER OF

WAYNE F VENCKUS

PARKVILLE MO 64152-6090

     18,635.549        9.21 % 

DWS STRATEGIC GOVERNMENT SECURITIES FUND

   INST  

RICHARD L BUCKWALTER &

ANN L RUTT JTWROS

BROOKLYN NY 11215-5101

     16,657.912        8.23 % 

DWS STRATEGIC GOVERNMENT SECURITIES FUND

   INST  

RAYMOND JAMES & ASSOC INC

FBO RONALD J HOEKSEMA TTEE

U/A DTD OCT 20 2000

RONALD J HOEKSEMA TRUST

BYRON CENTER MI 49315-8017

     11,712.756        5.79 % 

DWS STRATEGIC GOVERNMENT SECURITIES FUND

   S  

FIRST CLEARING LLC

SPECIAL CUSTODY ACCT FOR THE EXCLUSIVE BENEFIT OF CUSTOMER

ST LOUIS MO 63103-2523

     1,494,609.614        14.34 % 

DWS STRATEGIC GOVERNMENT SECURITIES FUND

   S  

CITIGROUP GLOBAL MARKETS INC

XXXXXXXXXX

ATTN PETER BOOTH 7TH FL

NEW YORK NY 10001-2402

     799,222.307        7.67 % 

DWS STRATEGIC GOVERNMENT SECURITIES FUND

   S  

CHARLES SCHWAB & CO INC

SPECIAL CUSTODY ACCOUNT FOR THE EXCLUSIVE BENEFIT OF CUSTOMERS

ATTN MUTUAL FUNDS

SAN FRANCISCO CA 94104-4151

     694,893.018        6.67 % 

DWS STRATEGIC INCOME FUND

   A  

AMERICAN ENTERPRISE INVESTMENT SERV

FBO #XXXXXXXXXX

MINNEAPOLIS MN 55440-9446

     5,731,811.784        7.58 % 

DWS STRATEGIC INCOME FUND

   A  

FIRST CLEARING LLC

SPECIAL CUSTODY ACCT FOR THE EXCLUSIVE BENEFIT OF CUSTOMER

ST LOUIS MO 63103-2523

     5,064,974.726        6.70 % 

DWS STRATEGIC INCOME FUND

   B  

FIRST CLEARING LLC

SPECIAL CUSTODY ACCT FOR THE EXCLUSIVE BENEFIT OF CUSTOMER

ST LOUIS MO 63103-2523

     331,740.738        22.87 % 

 

J-22

Fund

  

Share

Class

  

Name and Address of Owner

   Shares
Owned		     Percent
Ownership of
Outstanding
Shares		  

DWS STRATEGIC INCOME FUND

   B  

MLPF&S FOR THE SOLE BENEFIT OF ITS CUSTOMERS ATTN FUND ADMINISTRATION 97181

JACKSONVILLE FL 32246-6484

     203,695.979        14.04 % 

DWS STRATEGIC INCOME FUND

   B  

AMERICAN ENTERPRISE INVESTMENT SERV

FBO #XXXXXXXXXX

MINNEAPOLIS MN 55440-9446

     74,015.455        5.10 % 

DWS STRATEGIC INCOME FUND

   C  

FIRST CLEARING LLC

SPECIAL CUSTODY ACCT FOR THE EXCLUSIVE BENEFIT OF CUSTOMER

ST LOUIS MO 63103-2523

     1,005,930.318        11.52 % 

DWS STRATEGIC INCOME FUND

   C  

MLPF&S FOR THE SOLE BENEFIT OF ITS CUSTOMERS

ATTN FUND

ADMINISTRATION 97D56

JACKSONVILLE FL 32246-6484

     735,074.717        8.42 % 

DWS STRATEGIC INCOME FUND

   C  

UBS WM USA

XXX XXXXX XXXX

OMNI ACCOUNT M/F

ATTN DEPARTMENT MANAGER

WEEHAWKEN NJ 07086-6761

     732,155.671        8.38 % 

DWS STRATEGIC INCOME FUND

   S  

CHARLES SCHWAB & CO INC

ATTN MUTUAL FUNDS DEPARTMENT

SAN FRANCISCO CA 94104-4151

     1,745,820.253        26.87 % 

DWS STRATEGIC INCOME FUND

   S  

MERRILL LYNCH PIERCE FENNER & SMITH FOR THE SOLE BENEFIT OF ITS CUSTOMERS

ATTN SERVICE TEAM 973Y3 JACKSONVILLE FL 32246-6484

     799,202.552        12.30 % 

DWS STRATEGIC INCOME FUND

   S  

LPL FINANCIAL

FBO CUSTOMER ACCOUNTS ATTN MUTUAL FUND OPERATIONS

SAN DIEGO CA 92150-9046

     577,423.241        8.89 % 

DWS STRATEGIC INCOME FUND

   S  

FIRST CLEARING LLC

SPECIAL CUSTODY ACCT FOR THE EXCLUSIVE BENEFIT OF CUSTOMER

ST LOUIS MO 63103-2523

     397,077.316        6.11 % 

 

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Fund

  

Share

Class

  

Name and Address of Owner

   Shares
Owned		     Percent
Ownership of
Outstanding
Shares		  

DWS STRATEGIC INCOME VIP

   A  

ZURICH DESTINATIONS

FARMERS SVSII

C/O KILICO

ATTN INVESTMENT

ACCOUNTING LL-2W

GREENVILLE SC 29602-9097

     3,801,751.433        59.96 % 

DWS STRATEGIC INCOME VIP

   A  

ALLMERICA LIFE SVSII ATTN PRODUCT VALUATION

TOPEKA KS 66636-1000

     2,384,780.11        37.61 % 

 

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QS-Statement.102010