UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C. 20549

FORM N-CSR

Investment Company Act file number:  811-03632

 
DWS Tax Free Trust
 (Exact Name of Registrant as Specified in Charter)

345 Park Avenue
New York, NY 10154-0004
 (Address of Principal Executive Offices) (Zip Code)

Registrant’s Telephone Number, including Area Code: (212) 250-3220

Paul Schubert
60 Wall Street
New York, NY 10005
(Name and Address of Agent for Service)

Date of fiscal year end:
5/31
   
Date of reporting period:
5/31/2013

ITEM 1.
REPORT TO STOCKHOLDERS
MAY 31, 2013
Annual Report
to Shareholders
 
DWS Intermediate Tax/AMT Free Fund
 
Contents
4 Letter to Shareholders
5 Portfolio Management Review
11 Performance Summary
14 Investment Portfolio
35 Statement of Assets and Liabilities
37 Statement of Operations
38 Statement of Changes in Net Assets
39 Financial Highlights
44 Notes to Financial Statements
52 Report of Independent Registered Public Accounting Firm
53 Information About Your Fund's Expenses
54 Tax Information
55 Summary of Management Fee Evaluation by Independent Fee Consultant
59 Board Members and Officers
64 Account Management Resources
 
This report must be preceded or accompanied by a prospectus. To obtain a summary prospectus, if available, or prospectus for any of our funds, refer to the Account Management Resources information provided in the back of this booklet. We advise you to consider the fund's objectives, risks, charges and expenses carefully before investing. The summary prospectus and prospectus contain this and other important information about the fund. Please read the prospectus carefully before you invest.
 
Bond investments are subject to interest-rate and credit risks. When interest rates rise, bond prices generally fall. Credit risk refers to the ability of an issuer to make timely payments of principal and interest. Although the fund seeks income that is exempt from federal income taxes, a portion of the fund's distributions may be subject to federal, state and local taxes, including the alternative minimum tax. See the prospectus for details.
 
DWS Investments is part of the Deutsche Asset & Wealth Management division of Deutsche Bank AG.
 
NOT FDIC/NCUA INSURED NO BANK GUARANTEE MAY LOSE VALUE NOT A DEPOSIT NOT INSURED BY ANY FEDERAL GOVERNMENT AGENCY
 
Letter to Shareholders
 
Dear Investor:
 
The first half of 2013 brought welcome evidence that the U.S. economic recovery is gaining traction. Consumer confidence reached its highest level since 2007, U.S. stock market indexes marked a series of record highs and the housing market continues its recovery.
 
According to Asoka Wohrmann, co-chief investment officer for Deutsche Asset & Wealth Management, "The revival of the employment market, good asset performance with rising home and share prices, and an expansive monetary policy gives further growth momentum to the real economy. Accordingly, U.S. economic growth could accelerate in the coming months."
 
Nevertheless, concerns about the European and emerging-market economies persist. Closer to home, the outlook remains guarded when it comes to the eventual end of government intervention in the bond market and the full effects of reduced government spending on employment.
 
Where does this leave you? That depends on a variety of factors, including your overall portfolio allocation. Given the uncertainties in today's bond and stock markets, it may be time for a thoughtful evaluation of your strategy.
 
Talk with a trusted advisor to determine whether any adjustments may be in order, given your specific objectives and risk tolerance. We believe even the most sophisticated investor can benefit from the assistance of a trusted, objective financial professional.
 
Remember that Deutsche Asset & Wealth Management gives you access to Deutsche Bank's global network of economists, analysts and investment professionals. Insights are always at your fingertips at dws-investments.com.
 
Best regards,
 

Douglas Beck, CFA
President, DWS Funds
 
Portfolio Management Review (Unaudited)
 
Overview of Market and Fund Performance
 
All performance information below is historical and does not guarantee future results. Returns shown are for Class A shares, unadjusted for sales charges. Investment return and principal fluctuate, so your shares may be worth more or less when redeemed. Current performance may differ from performance data shown. Please visit www.dws-investments.com for the most recent month-end performance of all share classes. Fund performance includes reinvestment of all distributions. Unadjusted returns do not reflect sales charges and would have been lower if they had. Please refer to pages 11 through 12 for more complete performance information.
 
DWS Intermediate Tax/AMT Free Fund posted a return of 1.80% over the 12 months ended May 31, 2013. The overall municipal bond market, as measured by the unmanaged Barclays Municipal Bond Index, delivered a total return of 3.05% for the same period while the Barclays 7-Year Municipal Bond Index returned 2.07%.
 
As the period ended May 31, 2013 began, the U.S. Federal Reserve Board (the Fed) maintained short-term rates anchored near zero. Fixed-income markets were closely following developments in the European debt crisis as well as the stream of U.S. economic data. Europe would soon become less of a fulcrum for market sentiment as the European Central Bank (ECB) implemented strong measures to support refinancing by troubled governments. As the period progressed, U.S. housing data seemed to confirm that prices had finally reached a bottom and were beginning to strengthen. In addition, with employment data continuing to disappoint, there was speculation that the Fed would announce further bond purchases under quantitative easing. This speculation was borne out at the Fed's mid-September meeting. The net result was an increased willingness on the part of investors to assume credit risk in exchange for yields higher than the extraordinarily low rates offered from U.S. Treasuries.
 
 
Investment Strategy
The fund invests in a wide variety of municipal bonds. These include general obligation bonds, for which payments of principal and interest are secured by the full faith and credit of the issuer and usually supported by the issuer's taxing power. In addition, securities held may include revenue bonds, for which principal and interest are secured by revenues from tolls, rents or other fees gained from the facility that was built with the bond issue proceeds.
The fund's management team seeks to hold municipal bonds that appear to offer the best opportunity to meet the fund's objective of earning tax-exempt income. A number of factors influence the performance of municipal bonds. These include supply and demand for the asset class, the direction of overall interest rates, and the perceived credit risk associated with an individual municipal issuer. In selecting securities, the managers weigh the impact of the economic outlook and potential interest rate movements to characteristics of specific securities such as differing coupons, maturity dates and call dates, and changes in supply and demand within the municipal market. Finally, the managers may seek to take advantage if they believe the municipal yield curve presents an opportunity to gain incremental income with limited additional interest rate risk. Although portfolio management may adjust the dollar-weighted average effective maturity of the fund's portfolio between three and 10 years, it generally intends to keep it between five and 10 years. In determining the dollar-weighted average effective maturity, portfolio management uses the security's stated maturity or, if appropriate, an earlier date, reflecting a maturity-shortening device (such as a call, a put, prerefunding, prepayment or redemption provision, or a demand feature) which will likely cause the instrument to be repaid earlier than the stated maturity date.
 
As November 2012 approached, U.S. fixed-income markets focused primarily on the presidential election, against a backdrop of wrangling over solutions to the country's fiscal dilemma. The strong demand municipals experienced over the prior several months continued as investors sought tax-exempt income that was attractive relative to taxable U.S. Treasury yields. However, December saw a retreat in municipal demand levels as institutional investors engaged in selling to lock in gains before year-end and amid some concern over proposals to limit the tax exemption on municipals as part of any budget deal.
 
 
"As economic data continued to strengthen in 2013, there was increasing speculation that the U.S. Federal Reserve Board (the Fed) would begin to scale back its bond purchases."
 
As 2013 unfolded, the interest rate environment became less favorable for bond prices overall. Investors shrugged off the lack of meaningful progress in the budget standoff, and U.S. Treasury rates began to trend somewhat higher on optimism over prospects for the economy. Municipals experienced their greatest yield increases and price weakness in the last weeks of the fiscal period. Economic data continued to strengthen and there was mounting speculation that the Fed would begin to scale back its bond purchases that had helped keep longer-term rates in check. In addition, a rising stock market attracted strong investor interest, perhaps drawing flows that may have otherwise gone towards fixed-income securities. Municipal bond funds experienced large outflows as investors found the historically low yields on offer unappealing and sought to minimize exposure to rising interest rates.
 
Meanwhile, along the municipal yield curve, the two-year bond yield decreased 4 basis points over the full 12 months, from 0.33% to 0.29%, while the 30-year yield rose 16 basis points, from 3.08% to 3.24%, resulting in a total steepening of 20 basis points. However, the middle of the yield curve experienced the brunt of the impact of curve steepening and price declines, with increases of 30 and 24 basis points for the 10-year and 15-year bond yields, respectively. (See the graph below for municipal bond yield changes from the beginning to the end of the period.) Credit spreads — the yield differential provided by lower-quality issues vs, AAA-rated issues — generally narrowed for the 12 months as investors sought incremental yield.
 
 
Municipal Bond Yield Curve (as of 5/31/13 and 5/31/12)
 
Source: Municipal Market Data, AAA-rated universe
 
This chart is for illustrative purposes only and is not intended to represent the yield of any DWS fund. Performance is historical and does not guarantee future results.
 
Positive and Negative Contributors to Fund Performance
 
Given a steep yield curve entering the period ended May 31, 2013, we maintained exposure to bonds with maturities in the 10-to-15-year range. This exposure was balanced with very short-term holdings in order to maintain an overall maturity within the fund's guidelines. This barbelled yield curve positioning constrained relative returns to some degree as the middle of the yield curve was most impacted by rising rates and falling prices. In addition, our focus among the fund's longer-term holdings has been on higher-quality issues, which lagged as credit spreads narrowed over the period.
 
   
On the positive side, the fund's meaningful exposure to healthcare and airport-related issues helped returns as credit spreads tightened. In addition, the fund had a significant position in California state general obligation bonds, which outperformed as California succeeded in addressing its budgetary imbalance by raising revenue, leading to a ratings upgrade.
 
Outlook and Positioning
 
Municipal yields, while reasonably attractive relative to U.S. Treasuries, remain at very low levels by historical standards despite the recent uptick in rates. At the end of May 2013, the 10-year municipal bond yield of 2.09% was 98% of the comparable-maturity U.S. Treasury bond yield before taking into account the tax advantage of municipals. The 30-year municipal yield of 3.24% was 99% of the comparable U.S. Treasury yield. Longer-term issues continue to carry a substantial yield advantage and we continue to focus purchases on bonds with maturities in the 8-to-15-year range, while seeking exposure to premium coupon issues that can provide a degree of protection against rising interest rates. While credit spreads have narrowed over the last several quarters, we continue to see opportunities among issues in the A-quality range.
 
The national economic backdrop continues to show gradual improvement, and many state and local governments have continued to show progress in stabilizing their finances. Nonetheless, there remain troubled pockets and there are also significant uncertainties with respect to the ongoing U.S. budget negotiations as well as Europe's sovereign debt crisis. As a result we believe the expertise we bring to researching municipal sectors and individual issues continues to be of critical importance. For new purchases, we are taking a very cautious approach with respect to general obligation bonds issued by localities, given uncertain levels of state support going forward.
 
Portfolio Management Team
 
Philip G. Condon, Managing Director
 
Co-Lead Portfolio Manager of the fund. Joined the fund in 1998.
 
• Head of US Retail Fixed Income.
 
• Joined Deutsche Asset & Wealth Management in 1983.
 
• BA and MBA, University of Massachusetts at Amherst.
 
Ashton P. Goodfield, CFA, Managing Director
 
Co-Lead Portfolio Manager of the fund. Joined the fund in 1990.
 
• Joined Deutsche Asset & Wealth Management in 1986.
 
• BA, Duke University.
 
Shelly L. Deitert, Director
 
Portfolio Manager of the fund. Joined the fund in 2002.
 
• Joined Deutsche Asset & Wealth Management in 1997.
 
• BA, Taylor University.
 
The views expressed reflect those of the portfolio management team only through the end of the period of the report as stated on the cover. The management team's views are subject to change at any time based on market and other conditions and should not be construed as a recommendation. Past performance is no guarantee of future results. Current and future portfolio holdings are subject to risk.
 
Terms to Know
 
The Barclays Municipal Bond Index is an unmanaged, market-value-weighted measure of municipal bonds issued across the United States. Index issues have a credit rating of at least Baa and a maturity of at least two years.
 
The Barclays 7-Year Municipal Bond Index is an unmanaged, total-return subset of the Barclays Municipal Bond Index.
 
Index returns do not reflect fees or expenses and it is not possible to invest directly into an index.
 
Quantitative easing is a government monetary policy often used when interest rates are at or near zero. With this policy government or other securities are purchased from the market, causing the price of the securities purchased to rise and the yield or interest rates on the securities purchased to fall. For the companies whose bonds the central banks are willing to purchase, it means having to pay lower interest rates on new bonds issued to replace existing bonds that have matured. With lower borrowing costs, the central banks hope consumers will be encouraged to spend more, thus helping the overall economy, and improving the balance sheets for the companies providing the goods and services on which consumers are spending their money.
 
One basis point equals 1/100 of a percentage point.
 
The yield curve is a graph with a left-to-right line that shows how high or low yields are, from the shortest to the longest maturities. Typically (and when the yield curve is characterized as "steep," this is especially true) the line rises from left to right as investors who are willing to tie up their money for a longer period are rewarded with higher yields.
 
Credit quality measures a bond issuer's ability to repay interest and principal in a timely manner. Rating agencies assign letter designations, such as AAA, AA and so forth. The lower the rating the higher the probability of default. Credit quality does not remove market risk and is subject to change.
 
Credit spread is the additional yield provided by municipal bonds rated AA and below vs. municipals rated AAA with comparable effective maturity
 
Barbell strategies involve purchasing bonds with a variety of maturities.
 
Coupon is the interest rate, expressed as an annual percentage of face value, which a bond issuer promises to pay until maturity.
 
Performance Summary May 31, 2013 (Unaudited)
Class A
 
1-Year
   
5-Year
   
10-Year
 
Average Annual Total Returns as of 5/31/13
 
Unadjusted for Sales Charge
    1.80 %     5.01 %     3.79 %
Adjusted for the Maximum Sales Charge (max 2.75% load)
    -1.00 %     4.43 %     3.50 %
Barclays 7-Year Municipal Bond Index †
    2.07 %     5.83 %     4.59 %
Class B
 
1-Year
   
5-Year
   
10-Year
 
Average Annual Total Returns as of 5/31/13
 
Unadjusted for Sales Charge
    1.00 %     4.16 %     2.97 %
Adjusted for the Maximum Sales Charge (max 4.00% CDSC)
    -1.98 %     3.99 %     2.97 %
Barclays 7-Year Municipal Bond Index †
    2.07 %     5.83 %     4.59 %
Class C
 
1-Year
   
5-Year
   
10-Year
 
Average Annual Total Returns as of 5/31/13
 
Unadjusted for Sales Charge
    1.03 %     4.21 %     3.01 %
Adjusted for the Maximum Sales Charge (max 1.00% CDSC)
    1.03 %     4.21 %     3.01 %
Barclays 7-Year Municipal Bond Index †
    2.07 %     5.83 %     4.59 %
Class S
 
1-Year
   
5-Year
   
10-Year
 
Average Annual Total Returns as of 5/31/13
 
No Sales Charges
    1.97 %     5.16 %     3.99 %
Barclays 7-Year Municipal Bond Index †
    2.07 %     5.83 %     4.59 %
Institutional Class
 
1-Year
   
5-Year
   
Life of Class *
 
Average Annual Total Returns as of 5/31/13
 
No Sales Charges
    2.07 %     5.29 %     4.45 %
Barclays 7-Year Municipal Bond Index †
    2.07 %     5.83 %     4.96 %
 
Performance in the Average Annual Total Returns table(s) above and the Growth of an Assumed $10,000 Investment line graph that follows is historical and does not guarantee future results. Investment return and principal fluctuate, so your shares may be worth more or less when redeemed. Current performance may differ from performance data shown. Please visit www.dws-investments.com for the Fund's most recent month-end performance. Fund performance includes reinvestment of all distributions. Unadjusted returns do not reflect sales charges and would have been lower if they had.
 
The gross expense ratios of the Fund, as stated in the fee table of the prospectus dated October 1, 2012 are 0.78%, 1.57%, 1.53%, 0.61% and 0.50% for Class A, Class B, Class C, Class S and Institutional Class shares, respectively, and may differ from the expense ratios disclosed in the Financial Highlights tables in this report.
 
Index returns do not reflect any fees or expenses and it is not possible to invest directly into an index.
 
Performance figures do not reflect the deduction of taxes that a shareholder would pay on fund distributions or the redemption of fund shares.
 
A portion of the Fund's distributions may be subject to federal, state and local taxes.
 
Growth of an Assumed $10,000 Investment (Adjusted for Maximum Sales Charge)
Yearly periods ended May 31, 2013
 
The Fund's growth of an assumed $10,000 investment is adjusted for the maximum sales charge of 2.75%. This results in a net initial investment of $9,725.
 
The growth of $10,000 is cumulative.
 
Performance of other share classes will vary based on the sales charges and the fee structure of those classes.
 
* Institutional Class shares commenced operations on December 20, 2004. The performance shown for the index is for the time period of December 31, 2004 through May 31, 2013, which is based on the performance period of the life of Institutional Class.
 
† The Barclays 7-Year Municipal Bond Index is an unmanaged, total return subset of the Barclays Municipal Bond Index. It includes maturities of six to eight years.
 
   
Class A
   
Class B
   
Class C
   
Class S
   
Institutional Class
 
Net Asset Value
 
5/31/13
  $ 11.99     $ 12.00     $ 11.99     $ 11.99     $ 12.00  
5/31/12
  $ 12.07     $ 12.08     $ 12.07     $ 12.07     $ 12.08  
Distribution Information as of 5/31/13
 
Income Dividends, Twelve Months
  $ .30     $ .20     $ .21     $ .32     $ .33  
May Income Dividend
  $ .0239     $ .0136     $ .0158     $ .0253     $ .0266  
SEC 30-day Yield ‡‡
    1.11 %     0.25 %     0.35 %     1.27 %     1.39 %
Tax Equivalent Yield ‡‡
    1.71 %     0.38 %     0.54 %     1.95 %     2.14 %
Current Annualized Distribution Rate ‡‡
    2.39 %     1.36 %     1.58 %     2.53 %     2.66 %
 
†† The SEC yield is net investment income per share earned over the month ended May 31, 2013, shown as an annualized percentage of the maximum offering price per share on the last day of the period. The SEC yield is computed in accordance with a standardized method prescribed by the Securities and Exchange Commission. The SEC yield would have been 1.26% for Class S shares had certain expenses not been reduced. Tax equivalent yield is based on the Fund's yield and a marginal federal income tax rate of 35%. Current annualized distribution rate is the latest monthly dividend shown as an annualized percentage of net asset value on May 31, 2013. Distribution rate simply measures the level of dividends and is not a complete measure of performance. The current annualized distribution rate would have been 2.52% for Class S shares had certain expenses not been reduced. Yields and distribution rates are historical, not guaranteed and will fluctuate.
 
Investment Portfolio as of May 31, 2013
   
Principal Amount ($)
   
Value ($)
 
       
Municipal Bonds and Notes 98.1%
 
Alabama 0.2%
 
Alabama, State Public School & College Authority Revenue, Series A, 5.0%, 5/1/2024
    3,000,000       3,463,290  
Alaska 0.3%
 
Alaska, State Housing Finance Corp., Mortgage Revenue, Series A, 4.0%, 6/1/2040
    4,305,000       4,591,196  
North Slope Boro, AK, General Obligation, Series A, 2.5%, 6/30/2014
    1,175,000       1,203,388  
        5,794,584  
Arizona 2.2%
 
Arizona, Health Facilities Authority Revenue, Banner Health, Series A, 5.0%, 1/1/2020
    3,000,000       3,391,320  
Arizona, State Transportation Board Excise Tax Revenue, Maricopa County Regional Area Road, 5.0%, 7/1/2025
    3,000,000       3,448,200  
Arizona, Water Infrastructure Finance Authority Revenue, Series A, 5.0%, 10/1/2024
    4,000,000       4,667,720  
Arizona, Water Infrastructure Finance Authority Revenue, Water Quality, Series A, 5.0%, 10/1/2030
    3,750,000       4,407,975  
Maricopa County, AZ, Industrial Development Authority, Hospital Facility Revenue, Samaritan Health Services, Series B, ETM, 6.0%, 12/1/2019, INS: NATL
    2,725,000       3,193,455  
Phoenix, AZ, Civic Improvement Corp., Airport Revenue, Series A, 5.0%, 7/1/2028
    4,000,000       4,475,840  
Phoenix, AZ, Civic Improvement Corp., Wastewater System Revenue, 5.5%, 7/1/2022
    2,545,000       3,057,258  
Phoenix, AZ, General Obligation, Series B, 5.0%, 7/1/2018
    10,000,000       11,581,000  
Pima County, AZ, Sewer Revenue:
 
Series A, 5.0%, 7/1/2021
    650,000       777,991  
Series A, 5.0%, 7/1/2023
    2,200,000       2,627,680  
        41,628,439  
California 12.2%
 
California, Bay Area Toll Authority, Toll Bridge Revenue, San Francisco Bay Area:
               
Series F-1, 5.0%, 4/1/2028
    10,000,000       11,751,500  
Series F-1, 5.25%, 4/1/2029
    2,500,000       2,959,550  
California, General Obligation, Economic Recovery, Series A, 5.25%, 7/1/2014, INS: FGIC, NATL
    10,000,000       10,542,300  
California, Health Facilities Financing Authority Revenue, Catholic Healthcare West, Series A, 6.0%, 7/1/2029
    4,000,000       4,784,160  
California, State Department Water Resources Center, Valley Project Revenue:
               
Series AL, 5.0%, 12/1/2013
    2,835,000       2,903,919  
Series Y, Prerefunded 6/1/2013 @ 100, 5.25%, 12/1/2016, INS: FGIC, NATL
    2,955,000       2,955,000  
Series Y, Prerefunded 6/1/2013 @ 100, 5.25%, 12/1/2016, INS: FGIC
    45,000       45,000  
California, State Economic Recovery, Series A, 5.25%, 7/1/2021
    5,000,000       5,940,650  
California, State General Obligation:
 
4.0%, 9/1/2014
    16,000,000       16,739,680  
5.0%, 2/1/2014
    4,285,000       4,421,220  
5.0%, 10/1/2025
    5,000,000       5,890,200  
California, State General Obligation, Various Purposes:
 
5.25%, 10/1/2025
    10,000,000       11,674,500  
5.25%, 9/1/2027
    10,000,000       11,698,100  
5.75%, 4/1/2027
    5,000,000       5,873,100  
6.0%, 4/1/2018
    1,700,000       2,083,860  
6.0%, 3/1/2033
    3,765,000       4,606,139  
California, State Health Facilities Financing Authority Revenue, Catholic Healthcare West, Series A, 4.0%, 3/1/2014
    700,000       719,341  
California, State Pollution Control Financing Authority, Solid Waste Disposal Revenue, Republic Services, Inc., Series B, 0.45%*, 8/1/2024
    9,000,000       9,000,360  
California, State Public Works Board, Lease Revenue, Capital Projects, Series I-1, 6.25%, 11/1/2021
    7,000,000       8,751,820  
California, State Public Works Board, Lease Revenue, Department of General Services, Buildings 8 & 9, Series A, 6.125%, 4/1/2028
    2,000,000       2,409,840  
California, State Public Works Board, Lease Revenue, Judicial Council Projects, Series A, 5.0%, 3/1/2024
    1,000,000       1,165,350  
California, University Revenues, Limited Project, Series E, 5.0%, 5/15/2021
    5,000,000       6,065,650  
Los Angeles, CA, Department of Airports Revenue, Los Angeles International Airport, Series A, 5.0%, 5/15/2031
    10,000,000       11,193,100  
Los Angeles, CA, General Obligation:
 
Series A, Prerefunded 9/1/2015 @ 100, 5.0%, 9/1/2019, INS: AGMC
    6,340,000       6,987,251  
Series A, Prerefunded 9/1/2015 @ 100, 5.0%, 9/1/2020, INS: AGMC
    5,915,000       6,518,862  
Los Angeles, CA, Unified School District:
 
Series A, Prerefunded 7/1/2013 @ 100, 5.0%, 7/1/2022, INS: AGMC
    1,400,000       1,405,558  
Series A, Prerefunded 7/1/2013 @ 100, 5.5%, 7/1/2015, INS: NATL
    4,000,000       4,017,560  
Orange County, CA, Airport Revenue, Series A, 5.25%, 7/1/2025
    3,000,000       3,420,150  
Sacramento, CA, Municipal Utility District, Electric Revenue, Series U, 5.0%, 8/15/2023, INS: AGMC
    7,000,000       8,099,490  
San Diego County, CA, Regional Airport Authority Revenue:
 
Series A, 5.0%, 7/1/2029
    7,245,000       8,000,291  
Series A, 5.0%, 7/1/2030
    5,000,000       5,494,750  
San Diego, CA, Public Facilities Financing Authority, Sewer Revenue, Series A, 5.125%, 5/15/2029
    4,000,000       4,589,040  
San Diego, CA, Public Facilities Financing Authority, Water Revenue:
               
Series A, 5.25%, 8/1/2027
    5,000,000       5,873,600  
Series A, 5.25%, 8/1/2028
    5,000,000       5,845,050  
San Francisco, CA, City & County Airports Commission, International Airport Revenue, Series E, 5.25%, 5/1/2024
    9,000,000       10,698,840  
San Francisco, CA, City & County Airports Commission, International Airport Revenue, Governmental Purpose:
               
Series C, 5.0%, 5/1/2025
    2,000,000       2,303,640  
Series C, 5.0%, 5/1/2026
    2,850,000       3,258,747  
South Orange County, CA, Public Finance Authority, Special Tax Revenue, Foothill Area, Series A, 5.25%, 8/15/2016, INS: FGIC, NATL
    6,260,000       6,618,761  
Turlock, CA, Public Financing Authority Revenue, 5.25%, 9/1/2015
    15,000       15,043  
Ventura County, CA, Certificates of Participation, Public Financing Authority III, 6.0%, 8/15/2026
    3,370,000       4,029,037  
        231,350,009  
Colorado 1.1%
 
Adams, CO, 12 Five Star Schools, 4.0%, 12/15/2020
    2,035,000       2,338,764  
Aurora, CO, Water Improvement Revenue, First Lien, Series A, 5.0%, 8/1/2021, INS: AMBAC
    7,000,000       8,050,840  
Colorado, Health Facilities Authority Revenue, Sisters Leavenworth, Series A, 5.25%, 1/1/2025
    2,500,000       2,844,100  
Colorado, Housing Finance Authority, Multi-Family Insured Mortgage, Series C-3, 5.7%, 10/1/2021
    70,000       70,147  
Colorado, State Building Excellent School Today, Certificate of Participation, Series G, 5.0%, 3/15/2025
    3,285,000       3,781,758  
Colorado, University Enterprise System Revenue, Series A, 5.5%, 6/1/2023
    1,000,000       1,213,450  
Denver City & County, CO, Airport Revenue System:
 
Series B, 5.0%, 11/15/2020
    500,000       603,515  
Series B, 5.0%, 11/15/2021
    500,000       603,630  
Series B, 5.0%, 11/15/2022
    850,000       1,023,893  
University of Colorado, Hospital Authority Revenue, Series A, 4.0%, 11/15/2014
    605,000       637,216  
        21,167,313  
Connecticut 1.4%
 
Connecticut, State General Obligation:
 
Series C, 4.0%, 6/1/2014
    2,070,000       2,148,225  
Series C, 5.0%, 6/1/2017, INS: AGMC
    3,170,000       3,563,841  
Connecticut, State Special Tax Obligation Revenue, Transportation Infrastructure, 5.0%, 1/1/2022
    17,000,000       20,637,660  
        26,349,726  
Delaware 0.3%
 
Delaware, Transportation Authority Revenue, 5.0%, 9/1/2024
    5,115,000       5,962,197  
District of Columbia 0.5%
 
District of Columbia, Income Tax Revenue, Series A, 5.0%, 12/1/2023
    5,000,000       5,929,550  
District of Columbia, Water & Sewer, Public Utility Revenue, 6.0%, 10/1/2013, INS: AGMC
    3,630,000       3,700,603  
        9,630,153  
Florida 5.9%
 
Broward County, FL, Airport System Revenue:
 
Series Q-1, 5.0%, 10/1/2019
    1,800,000       2,132,910  
Series P-2, 5.0%, 10/1/2021
    4,825,000       5,769,252  
Series Q-1, 5.0%, 10/1/2021
    1,200,000       1,434,840  
Series Q-1, 5.0%, 10/1/2024
    1,850,000       2,148,775  
Broward County, FL, Water & Sewer Utility Revenue, Series A, 5.0%, 10/1/2024
    2,745,000       3,203,223  
Dade County, FL, Health Facilities Authority Hospital Revenue, Baptist Hospital of Miami Project, Series A, ETM, 5.75%, 5/1/2021, INS: NATL
    3,135,000       3,762,878  
Florida, Citizens Property Insurance Corp.:
 
Series A-1, 5.0%, 6/1/2020
    7,275,000       8,557,219  
Series A-1, 5.0%, 6/1/2021
    5,090,000       5,997,496  
Florida, Housing Finance Corp. Revenue, Homeowner Mortgage Special Program, Series A, 5.0%, 7/1/2028
    2,165,000       2,317,069  
Florida, JEA Electric System Revenue, Series A, 4.0%, 10/1/2023
    2,100,000       2,289,210  
Jacksonville, FL, Sales Tax Revenue, Better Jacksonville, 5.0%, 10/1/2021
    1,335,000       1,611,946  
Miami Beach, FL, Health Facilities Authority, Mount Sinai Medical Center, 3.0%, 11/15/2014
    700,000       718,277  
Miami-Dade County, FL, Aviation Revenue:
 
Series B, 5.0%, 10/1/2024
    4,000,000       4,578,840  
Series A, 5.75%, 10/1/2026
    8,000,000       9,498,400  
Miami-Dade County, FL, Aviation Revenue, Miami International Airport:
               
Series A-1, 5.5%, 10/1/2025
    3,000,000       3,499,950  
Series A-1, 5.5%, 10/1/2026
    4,400,000       5,094,760  
Miami-Dade County, FL, School Board, Certificates of Participation, Series A, 5.0%, 5/1/2019, INS: FGIC, NATL
    3,000,000       3,421,050  
Miami-Dade County, FL, Transit Sales Surtax Revenue, 5.0%, 7/1/2024
    4,500,000       5,261,535  
Miami-Dade County, FL, Water & Sewer Systems Revenue, 5.0%, 10/1/2027, INS: AGMC
    10,000,000       11,413,400  
Orlando & Orange County, FL, Expressway Authority Revenue:
 
Series B, 5.0%, 7/1/2022
    2,000,000       2,400,460  
Series A, 5.0%, 7/1/2028
    7,500,000       8,331,825  
Series C, 5.0%, 7/1/2030
    10,000,000       11,042,500  
South Florida, Water Management District, Certificates of Participation, 5.0%, 10/1/2018, INS: AMBAC
    4,000,000       4,544,840  
South Miami, FL, Health Facilities Authority, Hospital Revenue, Baptist Health South Florida Group, 5.0%, 8/15/2021
    2,500,000       2,856,050  
        111,886,705  
Georgia 4.7%
 
Atlanta, GA, Airport Passenger Facility Charge Revenue, Series B, 5.0%, 1/1/2021
    8,345,000       9,845,264  
Atlanta, GA, Airport Revenue, Series C, 5.75%, 1/1/2023
    2,460,000       2,987,325  
Atlanta, GA, Water & Wastewater Revenue, Series B, 5.25%, 11/1/2027, INS: AGMC
    10,000,000       12,389,500  
Clayton County, GA, Water Authority, Water & Sewage Revenue, 5.0%, 5/1/2021
    2,000,000       2,441,980  
DeKalb County, GA, Water & Sewer Revenue, Series A, 5.25%, 10/1/2029
    10,300,000       11,960,051  
Fulton Dekalb, GA, Hospital Authority, Hospital Revenue Certificates:
               
5.25%, 1/1/2016, INS: AGMC
    2,685,000       2,760,234  
Prerefunded 1/1/2014 @ 100, 5.25%, 1/1/2016, INS: AGMC
    5,815,000       5,985,903  
Gainesville & Hall County, GA, Hospital Authority Revenue, Anticipation Certificates, Northeast Georgia Healthcare, Series B, 5.5%, 2/15/2029
    8,900,000       10,129,001  
Georgia, Main Street Natural Gas, Inc., Gas Project Revenue, Series A, 5.5%, 9/15/2024
    1,705,000       2,052,138  
Georgia, Municipal Electric Authority, Comb Cycle Project:
 
Series A, 5.0%, 11/1/2022
    1,000,000       1,215,430  
Series A, 5.0%, 11/1/2027
    1,000,000       1,129,830  
Georgia, Municipal Electric Authority, General Resolution Projects, Series A, 5.25%, 1/1/2019
    2,500,000       2,995,100  
Georgia, Municipal Electric Authority, Project One, Series A, 5.0%, 1/1/2021
    3,420,000       4,099,930  
Georgia, State Municipal Electric Authority:
 
Series GG, 5.0%, 1/1/2022
    10,000,000       12,044,500  
Series GG, 5.0%, 1/1/2023
    2,500,000       3,030,825  
Georgia, State Road & Tollway Authority Revenue, Federal Highway Grant Anticipation Bonds, Series A, 5.0%, 6/1/2021
    2,500,000       2,918,525  
Henry County, GA, School District, 3.0%, 12/1/2013
    750,000       760,515  
        88,746,051  
Guam 0.1%
 
Guam, Government Limited Obligation Revenue, Section 30, Series A, 5.375%, 12/1/2024
    1,000,000       1,086,910  
Hawaii 2.6%
 
Hawaii, State Airports Systems Revenue:
 
Series A, 5.25%, 7/1/2027
    2,335,000       2,699,400  
Series A, 5.25%, 7/1/2028
    5,010,000       5,767,512  
Series A, 5.25%, 7/1/2029
    3,155,000       3,603,799  
Hawaii, State General Obligation:
 
Series EC, 5.0%, 12/1/2013
    4,455,000       4,562,633  
Series DK, 5.0%, 5/1/2021
    9,000,000       10,528,650  
Series EE, 5.0%, 11/1/2021
    9,000,000       11,041,200  
Series EE, 5.0%, 11/1/2022
    7,100,000       8,744,928  
Honolulu City & County, HI, Wastewater Systems Revenue, First Bond Resolution, Series B, 5.0%, 7/1/2022
    2,250,000       2,779,717  
        49,727,839  
Illinois 5.5%
 
Chicago, IL, Core City General Obligation, Capital Appreciation Project, Series A, 5.3%, 1/1/2016, INS: NATL
    1,100,000       1,220,175  
Chicago, IL, General Obligation:
 
Series C, 5.0%, 1/1/2020
    2,970,000       3,489,958  
Series C, 5.0%, 1/1/2021
    8,000,000       9,461,520  
Chicago, IL, Higher Education Revenue, City Colleges, Zero Coupon, 1/1/2014, INS: FGIC, NATL
    11,570,000       11,539,339  
Chicago, IL, O'Hare International Airport Revenue, Series C, 5.25%, 1/1/2030, INS: AGC
    10,000,000       11,255,300  
Chicago, IL, Waterworks Revenue:
 
4.0%, 11/1/2021
    1,000,000       1,124,900  
5.0%, 11/1/2021
    500,000       600,420  
Cook County, IL, General Obligation, Series C, 5.0%, 11/15/2022
    4,000,000       4,783,520  
Du Page County, IL, Special Services Area No. 11, 6.75%, 1/1/2014
    115,000       116,567  
Du Page County, IL, Special Services Area No. 26, Bruce Lake Subdivision, General Obligation:
               
5.15%, 1/1/2014
    65,000       65,128  
5.25%, 1/1/2016
    150,000       150,218  
5.5%, 1/1/2019
    255,000       255,258  
5.75%, 1/1/2022
    300,000       300,216  
Illinois, Metropolitan Pier & Exposition Authority Revenue, McCormick Place Project, Series B, 5.0%, 12/15/2026
    5,000,000       5,750,750  
Illinois, Municipal Electric Agency Power Supply, Series A, 5.25%, 2/1/2018, INS: FGIC, NATL
    2,000,000       2,301,520  
Illinois, Railsplitter Tobacco Settlement Authority Revenue:
 
5.0%, 6/1/2019
    3,500,000       4,098,325  
5.25%, 6/1/2020
    3,000,000       3,576,150  
Illinois, Regional Transportation Authority, Series A, 5.5%, 7/1/2024, INS: FGIC, NATL
    5,000,000       6,208,550  
Illinois, State Development Finance Authority, Chicago Symphony Project, 0.15%*, 12/1/2033, LOC: Bank One NA
    1,700,000       1,700,000  
Illinois, State General Obligation:
 
4.0%, 8/1/2014
    10,000,000       10,375,300  
Series A, 5.0%, 4/1/2015
    4,500,000       4,834,485  
Illinois, State Toll Highway Authority Revenue:
 
Series A, 5.0%, 1/1/2027
    1,250,000       1,443,900  
Series A, 5.0%, 1/1/2028
    1,250,000       1,434,963  
Series A-1, 5.25%, 1/1/2030
    5,000,000       5,669,000  
Illinois, State Unemployment Insurance Fund, Building Receipts Revenue:
               
Series C, 1.5%, 6/15/2021
    1,780,000       1,786,052  
Series B, 5.0%, 12/15/2019
    1,120,000       1,218,963  
Illinois, Will, Grundy Etc. Counties, Community College District Number 525, Joliet Jr. College, 6.25%, 6/1/2021
    1,000,000       1,206,350  
Rockford-Concord Commons, IL, Housing Facility, Concord Commons Project, Series A, 6.15%, 11/1/2022
    1,005,000       1,007,462  
University of Illinois, Higher Education Revenue, Auxiliary Facilities System:
               
Series A, 5.5%, 4/1/2015, INS: AMBAC
    3,860,000       4,216,973  
Series A, 5.5%, 4/1/2016, INS: AMBAC
    3,580,000       4,056,605  
        105,247,867  
Indiana 1.8%
 
Indiana, Finance Authority, Water Utility Revenue, Citizens Energy, 3.0%, 10/1/2014
    1,800,000       1,859,292  
Indiana, State Finance Authority Revenue, State Revolving Fund Program, Series B, 5.0%, 2/1/2029
    2,240,000       2,575,171  
Indiana, Transportation Finance Authority Highway Revenue, Series A, 5.5%, 12/1/2022
    10,000,000       12,573,900  
Indiana, Wastewater Utility Revenue, CWA Authority Project:
 
Series A, 5.0%, 10/1/2023
    1,590,000       1,912,420  
Series A, 5.0%, 10/1/2024
    1,250,000       1,487,737  
Series A, 5.0%, 10/1/2026
    2,000,000       2,337,640  
Series A, 5.0%, 10/1/2027
    1,565,000       1,816,715  
Indianapolis, IN, Local Public Improvement Bond Bank, Series K, 5.0%, 6/1/2026
    5,355,000       5,991,549  
Indianapolis, IN, State Agency Revenue Lease, Local Improvements, Series D, 6.75%, 2/1/2014
    1,930,000       2,010,809  
Jasper County, IN, Pollution Control Revenue, Northern Indiana Public Service, Series C, 5.85%, 4/1/2019, INS: NATL
    2,000,000       2,329,600  
        34,894,833  
Iowa 0.6%
 
Iowa, State Finance Authority, Health Facilities Revenue, Iowa Health System, 5.25%, 2/15/2029, INS: AGC
    10,000,000       11,014,300  
Kansas 1.3%
 
Johnson County, KS, School District General Obligation, Unified School District No. 231, Series A, 5.25%, 10/1/2014, INS: AGMC
    2,220,000       2,360,859  
Kansas, State Department of Transportation Highway Revenue, Series A-2, 0.35%**, 9/1/2014
    1,135,000       1,136,510  
Kansas, State Development Finance Authority Hospital Revenue, Adventist Health:
               
Series A, 5.0%, 11/15/2027
    1,150,000       1,313,426  
Series A, 5.0%, 11/15/2028
    5,000,000       5,673,000  
5.5%, 11/15/2022
    4,470,000       5,328,553  
Kansas, State Development Finance Authority Revenue, Sisters Leavenworth, Series A, 5.25%, 1/1/2025
    7,500,000       8,580,600  
        24,392,948  
Kentucky 0.8%
 
Kentucky, Asset/Liability Commission Agency Revenue, Federal Highway Trust, First Series, 5.25%, 9/1/2019, INS: NATL
    1,000,000       1,215,460  
Kentucky, State Rural Water Finance Corp., Public Project Revenue, Series D-1, 1.0%, 10/1/2013
    7,335,000       7,353,558  
Louisville & Jefferson County, KY, Metropolitan Government Revenue, Catholic Health Initiatives:
               
Series A, 5.0%, 12/1/2023
    2,600,000       3,096,496  
Series A, 5.0%, 12/1/2024
    3,000,000       3,549,780  
        15,215,294  
Louisiana 0.5%
 
Louisiana, Local Government Environmental Facilities & Community Development Authority, LCTCS Facilities Corp. Project, Series B, 5.0%, 10/1/2027, INS: AGC
    1,365,000       1,498,224  
Louisiana, Regional Transit Authority, Sales Tax Revenue, 5.0%, 12/1/2025, INS: AGMC
    1,550,000       1,765,559  
Louisiana, Sales & Special Tax Revenue, Regional Transportation Authority, Series A, 144A, 7.95%, 12/1/2013, INS: FGIC, NATL
    2,815,000       2,903,588  
Louisiana, State Offshore Terminal Authority, Deepwater Port Revenue, Loop LLC Project, Series B-1, 1.875%, Mandatory Put 10/1/2013 @ 100, 10/1/2040
    3,250,000       3,266,380  
        9,433,751  
Maine 0.5%
 
Maine, Health & Higher Educational Facilities Authority Revenue, Series A, 5.25%, 7/1/2031
    8,040,000       8,828,402  
Maryland 0.7%
 
Maryland, General Obligation, State & Local Facilities Loan, Series 2, 5.0%, 8/1/2019
    5,000,000       5,783,650  
Maryland, State & Local Facilities Loan, Series 2, 5.0%, 8/1/2013
    1,125,000       1,134,135  
Maryland, State Health & Higher Educational Facilities Authority Revenue, Medstar Health, Inc., Series B, 5.0%, 8/15/2028
    6,000,000       6,698,220  
        13,616,005  
Massachusetts 2.8%
 
Boston, MA, Deutsches Altenheim, Inc., Series A, 5.95%, 10/1/2018
    250,000       253,418  
Massachusetts, Bay Transportation Authority Revenue, Series A, 5.0%, 7/1/2021
    2,500,000       3,072,975  
Massachusetts, Development Finance Agency, Human Services Provider, Seven Hills Foundation & Affiliates, 4.85%, 9/1/2013, INS: Radian
    65,000       65,230  
Massachusetts, Metropolitan Boston Transit Parking Corp., Systemwide Parking Revenue, Senior Lien, 5.0%, 7/1/2028
    3,760,000       4,257,185  
Massachusetts, State Development Finance Agency Revenue, Harvard University, Series B-3, 5.0%, 1/1/2022
    9,210,000       11,206,452  
Massachusetts, State Development Finance Agency Revenue, Partners Healthcare System, Inc., Series K-1, 0.07%*, 7/1/2046, SPA: Wells Fargo Bank NA
    500,000       500,000  
Massachusetts, State General Obligation, Series D, 5.5%, 11/1/2015, INS: NATL
    1,000,000       1,122,820  
Massachusetts, State Health & Educational Facilities Authority Revenue, Suffolk University, Series A, 6.0%, 7/1/2024
    5,000,000       5,837,400  
Massachusetts, State Housing Finance Agency, Series 162, 2.75%, 12/1/2041
    1,665,000       1,731,100  
Massachusetts, State Housing Finance Agency, Construction Loan Notes, Series A, 0.8%, 11/1/2013
    1,000,000       1,000,350  
Massachusetts, State School Building Authority, Sales Tax Revenue:
               
Series B, 5.0%, 8/15/2020
    4,000,000       4,887,120  
Series B, 5.0%, 10/15/2027
    7,000,000       8,226,050  
Massachusetts, State Water Resources Authority, Series C, 5.0%, 8/1/2029
    9,755,000       11,338,724  
        53,498,824  
Michigan 2.6%
 
Brighton, MI, School District General Obligation, Series II, Zero Coupon, 5/1/2016, INS: AMBAC
    5,000,000       4,834,450  
Detroit, MI, City School District Building & Site:
 
Series A, 5.0%, 5/1/2020
    3,110,000       3,602,095  
Series A, 5.0%, 5/1/2021
    2,100,000       2,437,092  
Detroit, MI, Sewer Disposal Revenue, Series C-1, 7.0%, 7/1/2027, INS: AGMC
    10,000,000       12,119,000  
Michigan, State Building Authority Revenue, Facilities Program, Series II-A, 5.0%, 10/15/2024
    1,610,000       1,868,180  
Michigan, State Finance Authority Revenue, Local Government Loan Program, Series C, 3.0%, 11/1/2014
    500,000       514,610  
Michigan, State Finance Authority Revenue, School District, 5.0%, 6/1/2020
    1,000,000       1,163,060  
Michigan, State Finance Authority Revenue, Unemployment Obligation Assessment, Series B, 5.0%, 7/1/2021
    11,825,000       13,909,511  
Michigan, State Hospital Finance Authority Revenue, Ascension Health Senior Credit Group, Series B, 5.0%, 11/15/2025
    5,920,000       6,682,318  
Michigan, State Trunk Line, 5.0%, 11/1/2024
    3,000,000       3,438,810  
        50,569,126  
Minnesota 0.7%
 
Minnesota, State General Fund Revenue, Series B, 5.0%, 3/1/2021
    2,000,000       2,443,540  
Minnesota, State General Obligation, 5.0%, 6/1/2020
    4,535,000       5,101,331  
Minnesota, State Trunk Highway, Series B, 4.0%, 10/1/2013
    6,000,000       6,077,040  
        13,621,911  
Mississippi 1.1%
 
Mississippi, Business Financial Corp., Mississippi Retirement Facilities Revenue, Wesley Manor, Series A, 5.45%, 5/20/2034
    2,410,000       2,411,952  
Mississippi, Development Bank Special Obligation, Department of Corrections:
               
Series C, 5.25%, 8/1/2027
    6,110,000       6,920,186  
Series D, 5.25%, 8/1/2027
    5,000,000       5,663,000  
Mississippi, Home Corp., Single Family Mortgage Revenue, Series C-1, 5.6%, 6/1/2038
    2,860,000       2,933,817  
Rankin County, MS, School District General Obligation, 5.25%, 2/1/2015, INS: NATL
    2,845,000       3,063,866  
        20,992,821  
Missouri 0.5%
 
Cape Girardeau County, MO, Industrial Development Authority, St. Francis Medical Center:
               
Series A, 5.0%, 6/1/2022
    1,570,000       1,872,037  
Series A, 5.0%, 6/1/2023
    1,375,000       1,613,301  
Missouri, Hospital & Healthcare Revenue, Health & Educational Facilities Authority, Washington University, Series A, 5.5%, 6/15/2016
    3,200,000       3,677,600  
Missouri, State Housing Development Commission, Single Family Mortgage Revenue, Homeownership Loan Program, Series D, 4.8%, 3/1/2040
    1,605,000       1,667,643  
Missouri, State Housing Development Commission, Single Family Mortgage Revenue, Special Homeownership Loan Program Market Bonds, Series E-1, 5.0%, 11/1/2027
    965,000       1,037,529  
        9,868,110  
Nebraska 0.1%
 
Omaha, NE, School District General Obligation, Series A, ETM, 6.5%, 12/1/2013
    1,500,000       1,547,370  
Nevada 0.5%
 
Clark County, NV, Board Bank:
 
5.0%, 6/1/2024
    3,040,000       3,418,480  
5.0%, 6/1/2025
    3,190,000       3,567,377  
Clark County, NV, General Obligation, Series A, 5.0%, 12/1/2026
    3,025,000       3,403,942  
        10,389,799  
New Hampshire 0.3%
 
New Hampshire, State Health & Education Facilities Authority Revenue, Bishop Guertin High School, 0.12%*, 9/1/2032, LOC: TD Bank NA
    950,000       950,000  
New Hampshire, State Turnpike Systems:
 
Series B, 5.0%, 2/1/2020
    1,575,000       1,886,220  
Series B, 5.0%, 2/1/2024
    1,775,000       2,102,204  
        4,938,424  
New Jersey 2.5%
 
New Jersey, Economic Development Authority Revenue, Cigarette Tax, ETM, 5.375%, 6/15/2014
    2,280,000       2,400,908  
New Jersey, Economic Development Authority Revenue, School Facilities Construction:
               
Series O, Prerefunded 3/1/2015 @ 100, 5.0%, 3/1/2017
    3,300,000       3,567,564  
Series W, 5.0%, 3/1/2019
    3,000,000       3,460,320  
New Jersey, State Economic Development Authority Revenue:
 
5.0%, 6/15/2020
    2,500,000       2,906,400  
5.0%, 6/15/2021
    5,000,000       5,803,050  
5.0%, 6/15/2023
    4,000,000       4,604,520  
New Jersey, State Economic Development Authority Revenue, School Facilities Construction, Series NN, 5.0%, 3/1/2023
    5,000,000       5,999,800  
New Jersey, State Transit Corp., Certificate of Participation, Federal Transit Administration Grants, Series A, 5.0%, 9/15/2016, INS: FGIC, NATL
    7,000,000       7,623,630  
New Jersey, State Transportation Trust Fund Authority:
 
Series B, 5.25%, 6/15/2025
    5,000,000       5,871,100  
Series B, 5.25%, 6/15/2026
    5,000,000       5,827,700  
        48,064,992  
New Mexico 0.2%
 
New Mexico, Mortgage Finance Authority, Single Family Mortgage:
               
"I", Series E, 5.3%, 9/1/2040
    1,390,000       1,496,933  
"I", Series D, 5.35%, 9/1/2040
    1,235,000       1,297,318  
Series I-B-2, 5.65%, 9/1/2039
    675,000       735,493  
        3,529,744  
New York 6.0%
 
New York, Metropolitan Transportation Authority Revenue:
 
Series B-2, 5.0%, 11/15/2021
    5,000,000       6,014,950  
Series E, 5.0%, 11/15/2021
    2,500,000       2,980,275  
Series A, 5.5%, 11/15/2014, INS: AMBAC
    5,000,000       5,380,600  
New York, State Dormitory Authority Personal Income Tax Revenue:
               
Series A, 5.0%, 3/15/2019
    5,000,000       5,694,950  
Series A, 5.0%, 12/15/2021
    3,000,000       3,690,180  
New York, State Dormitory Authority Revenues, Non-State Supported Debt, Memorial Sloan-Kettering, Series 1, 4.0%, 7/1/2021
    1,500,000       1,718,085  
New York, State Dormitory Authority Revenues, Non-State Supported Debt, Mount Sinai School of Medicine, Series A, 5.0%, 7/1/2021
    1,000,000       1,161,720  
New York, State Environmental Facilities Corp., State Clean Water & Drinking Revolving Funds, New York City Municipal Water Finance Authority Projects, 5.0%, 6/15/2029
    10,000,000       11,648,000  
New York, State Thruway Authority, Personal Income Tax Revenue:
               
Series A, 5.0%, 3/15/2019
    6,620,000       7,928,774  
Series A, 5.0%, 3/15/2020
    4,000,000       4,849,920  
New York, Tobacco Settlement Financing Corp.:
 
Series B, 4.0%, 6/1/2013
    6,250,000       6,250,000  
Series A-1, 5.5%, 6/1/2018
    670,000       670,000  
New York City, NY, Health & Hospital Corp., Health Systems, Series D, 144A, 0.15%*, 2/15/2026, LOC: JPMorgan Chase Bank NA
    800,000       800,000  
New York City, NY, Municipal Water Finance Authority, Water & Sewer Revenue, Series AA, 5.0%, 6/15/2021
    10,000,000       11,735,300  
New York City, NY, Transitional Finance Authority Revenue, Future Tax Secured:
               
Series B, 5.0%, 11/1/2021
    10,000,000       12,284,000  
Series D-1, 5.0%, 11/1/2028
    12,770,000       14,878,966  
New York, NY, General Obligation:
 
Series A-5, 0.1%*, 8/1/2031, LOC: Bank of Nova Scotia
    800,000       800,000  
Series H, 5.0%, 3/1/2022
    4,420,000       5,374,101  
Series D, 5.0%, 8/1/2022
    5,000,000       6,100,300  
Series J, 5.25%, 5/15/2015, INS: NATL
    115,000       120,513  
Series J, Prerefunded 5/15/2014 @ 100, 5.25%, 5/15/2015, INS: NATL
    3,885,000       4,070,198  
Oneida County, NY, Industrial Development Agency Revenue, Civic Facilities, 5.0%, 3/1/2014, LOC: HSBC Bank PLC
    120,000       121,337  
        114,272,169  
North Carolina 1.2%
 
Charlotte, NC, Airport Revenue, Series A, 5.5%, 7/1/2034
    1,000,000       1,151,900  
North Carolina, Eastern Municipal Power Agency Systems Revenue, Series B, 5.0%, 1/1/2026
    4,200,000       4,680,186  
North Carolina, Electric Revenue, Catawba Municipal Power Agency No. 1, Series A, 5.25%, 1/1/2020
    2,000,000       2,299,840  
North Carolina, State Capital Improvement Obligation, Series A, 5.0%, 5/1/2024
    10,745,000       12,472,366  
North Carolina, State Municipal Power Agency No. 1, Catawba Electric Revenue:
               
Series A, 4.0%, 1/1/2020
    1,250,000       1,420,413  
Series A, 5.0%, 1/1/2020
    1,000,000       1,198,150  
        23,222,855  
North Dakota 0.1%
 
Fargo, ND, Sanford Health Systems Revenue, 5.5%, 11/1/2021
    1,250,000       1,547,088  
Ohio 1.8%
 
Cleveland, OH, Airport Systems Revenue, Series A, 5.0%, 1/1/2027
    3,000,000       3,358,200  
Columbus, OH, General Obligation, Series B, 5.0%, 2/15/2021
    2,450,000       3,021,119  
Lucas County, OH, Hospital Revenue, Promedica Healthcare, Series D, 5.0%, 11/15/2024
    2,800,000       3,260,348  
Ohio, American Municipal Power, Inc. Revenue, Fremont Energy Center Project:
               
Series B, 5.0%, 2/15/2020
    1,130,000       1,335,310  
Series B, 5.0%, 2/15/2021
    1,300,000       1,537,341  
Ohio, Capital Housing Corp. Mortgage, Georgetown Section 8, Series A, 6.625%, 7/1/2022
    570,000       571,625  
Ohio, State Capital Facilities Lease Appropriation-Administration Building Fund Projects:
               
Series A, 5.0%, 10/1/2022
    2,355,000       2,847,760  
Series A, 5.0%, 10/1/2023
    1,250,000       1,504,575  
Ohio, State General Obligation:
 
Series E, 5.0%, 9/15/2013
    200,000       202,774  
Series A, 5.0%, 2/1/2020
    1,480,000       1,791,895  
Ohio, State Higher Educational Facility Commission Revenue, Cleveland Clinic Health, Series A, 5.25%, 1/1/2021
    2,150,000       2,460,116  
Ohio, State Higher Educational Facility Commission Revenue, Summa Health Systems 2010 Project, 5.5%, 11/15/2030, INS: AGMC
    5,000,000       5,507,150  
Ohio, State Housing Finance Agency, Residential Mortgage Revenue, Mortgage-Backed Securities Program, Series E, 5.0%, 9/1/2039
    1,140,000       1,225,717  
Ohio, State Water Development Authority, Solid Waste Revenue, Waste Management, Inc. Project, 1.75%, 6/1/2013
    3,000,000       3,000,000  
Ohio, State Water Development Authority, Water Pollution Control Revenue, Water Quality-Loan Fund, 5.0%, 6/1/2013
    1,000,000       1,000,000  
Ohio, Water & Sewer Revenue, Water Development Authority, Pure Water Improvement Project, Series B, 5.5%, 6/1/2015, INS: AGMC
    2,280,000       2,515,501  
        35,139,431  
Oklahoma 0.1%
 
Oklahoma, Ordinance Works Authority, Ralston Purina Project, 6.3%, 9/1/2015
    1,500,000       1,505,595  
Oregon 1.7%
 
Clackamas County, OR, North Clackamas School District No. 12, Convertible Deferred Interest, Series B, 5.0%, 6/15/2027, INS: AGMC
    6,535,000       7,364,749  
Oregon, State Department of Administrative Services Lottery Revenue, Series A, 5.25%, 4/1/2028
    2,000,000       2,399,240  
Oregon, State General Obligation:
 
Series L, 5.0%, 5/1/2025
    3,000,000       3,566,850  
Series J, 5.0%, 5/1/2029
    5,425,000       6,323,597  
Port of Portland, OR, Airport Revenue, Passenger Facility Charge, Portland International Airport:
               
Series A, 5.5%, 7/1/2026
    4,025,000       4,737,707  
Series A, 5.5%, 7/1/2029
    7,000,000       8,135,820  
        32,527,963  
Pennsylvania 2.2%
 
Pennsylvania, Commonwealth Financing Authority, Series B, 5.0%, 6/1/2023
    1,000,000       1,191,650  
Pennsylvania, Commonwealth Systems of Higher Education, University of Pittsburgh Capital Project, Series B, 5.5%, 9/15/2024
    1,000,000       1,218,140  
Pennsylvania, Delaware River Junction Toll Bridge, Commonwealth of Pennsylvania Bridge Revenue, ETM, 5.25%, 7/1/2013
    1,000,000       1,004,170  
Pennsylvania, Higher Educational Facility Authority, Health Services Revenue, Allegheny Delaware Valley Obligation, Series C, 5.875%, 11/15/2018, INS: NATL
    1,450,000       1,452,334  
Pennsylvania, Saint Mary Hospital Authority, Health System Revenue, Catholic Health East, Series A, 5.0%, 11/15/2021
    8,000,000       9,093,120  
Pennsylvania, State Economic Development Financing Authority, Unemployment Compensation Revenue:
               
Series A, 3.0%, 1/1/2014
    5,250,000       5,337,360  
Series A, 4.0%, 7/1/2014
    6,000,000       6,248,940  
Series B, 5.0%, 7/1/2021
    2,215,000       2,584,396  
Pennsylvania, State Industrial Development Authority, Economic Development, 4.0%, 7/1/2014
    1,830,000       1,897,783  
Philadelphia, PA, Airport Revenue, Series A, 5.25%, 6/15/2030
    10,890,000       12,044,667  
Philadelphia, PA, Redevelopment Authority, Multi-Family Housing Revenue, Woodstock, 5.45%, 2/1/2023
    475,000       482,158  
Williamsport, PA, Multi-Family Housing Authority, Series A, 5.25%, 1/1/2015, INS: NATL
    130,000       130,445  
        42,685,163  
Puerto Rico 1.1%
 
Puerto Rico, Electric Power Authority Revenue, Series UU, 5.0%, 7/1/2019, INS: NATL
    3,000,000       3,198,900  
Puerto Rico, Sales Tax Financing Corp., Sales Tax Revenue:
 
Series A, 5.25%, 8/1/2027
    11,965,000       12,804,345  
Series A, 5.5%, 8/1/2028
    4,955,000       5,342,134  
Series A, Prerefunded 8/1/2019 @ 100, 5.5%, 8/1/2028
    45,000       56,491  
        21,401,870  
Rhode Island 0.3%
 
Rhode Island, State & Providence Plantations, Construction Capital Development Loan, Series A, 5.0%, 8/1/2017, INS: AGMC
    5,000,000       5,625,050  
South Carolina 1.5%
 
Charleston, SC, Educational Excellence Finance Corp. Revenue, 5.0%, 12/1/2026
    4,530,000       5,299,330  
Greenwood County, SC, Hospital Revenue, Self Regional Healthcare, Series B, 5.0%, 10/1/2025
    2,755,000       3,073,203  
South Carolina, State Transportation Infrastructure Bank Revenue, Series B, 5.0%, 10/1/2020
    17,120,000       20,710,406  
        29,082,939  
Tennessee 0.9%
 
Johnson City, TN, Hospital & Healthcare Revenue, Medical Center Hospital, ETM, 5.5%, 7/1/2013
    3,305,000       3,319,476  
Tennessee, Housing Development Agency, Residential Financing Program Revenue, Series 1C, 3.0%, 7/1/2038
    7,600,000       7,980,912  
Tennessee, State Housing Development Agency, Homeownership Program:
               
Series 2C, 4.0%, 7/1/2038
    2,605,000       2,856,591  
Series 1C, 4.5%, 7/1/2037
    2,810,000       3,123,680  
        17,280,659  
Texas 18.5%
 
Allen, TX, Independent School District, 5.0%, 2/15/2025
    1,640,000       1,948,927  
Austin, TX, Electric Utility Systems Revenue, 5.0%, 11/15/2020
    800,000       969,320  
Brownsville, TX, Electric Revenue, ETM, 6.25%, 9/1/2014, INS: NATL
    2,250,000       2,343,240  
Comal, TX, Independent School District, School Building Improvements, 5.25%, 2/1/2020
    2,330,000       2,711,537  
Cypress-Fairbanks, TX, Independent School District, School House Building Improvements:
               
5.0%, 2/15/2019
    1,300,000       1,493,674  
5.0%, 2/15/2021
    1,850,000       2,119,786  
Dallas, TX, Certificates Obligation, 5.0%, 2/15/2021
    1,955,000       2,393,370  
Dallas, TX, Waterworks & Sewer Systems Revenue:
 
Series A, 5.0%, 10/1/2021
    14,925,000       18,410,286  
5.0%, 10/1/2029
    4,000,000       4,578,160  
5.0%, 10/1/2030
    5,000,000       5,701,350  
Dallas-Fort Worth, TX, International Airport Revenue, Series B, 5.0%, 11/1/2028 (a)
    5,000,000       5,646,350  
El Paso, TX, Independent School District, School Building Improvements, 5.0%, 8/15/2022
    4,885,000       5,699,867  
Fort Bend, TX, Independent School District, 5.0%, 8/15/2026
    2,000,000       2,344,520  
Fort Worth, TX, Independent School District, School Building, 5.0%, 2/15/2028
    9,210,000       10,896,259  
Harris County, TX, Cultural Education Facilities Finance Corp. Revenue, Memorial Herman Hospital Health System:
               
Series B, 0.32%**, 6/1/2014
    420,000       420,063  
Series B, 0.42%**, 6/1/2015
    1,000,000       1,000,830  
Harris County, TX, Flood Control District, Contract Tax, Series A, 5.0%, 10/1/2029
    5,000,000       5,806,850  
Harris County, TX, Metropolitan Transit Authority, Sales & Use Tax:
               
Series A, 5.0%, 11/1/2030
    2,600,000       2,964,468  
Series A, 5.0%, 11/1/2031
    2,795,000       3,171,291  
Harris County, TX, Permanent Improvement, Series A, 5.0%, 10/1/2028
    10,000,000       11,591,900  
Harris County, TX, Port Houston Authority, Series D-1, 5.0%, 10/1/2035
    12,190,000       14,342,754  
Houston, TX, Airport Systems Revenue:
 
Series B, 5.0%, 7/1/2013
    500,000       501,955  
Series B, 5.0%, 7/1/2026
    4,000,000       4,581,200  
Series B, 5.0%, 7/1/2027
    9,600,000       11,062,848  
Series A, 5.25%, 7/1/2029
    8,000,000       9,045,120  
Houston, TX, Public Improvement, Series A, 5.0%, 3/1/2026
    8,000,000       9,435,440  
Houston, TX, Utility Systems Revenue, Series A, 5.25%, 11/15/2028
    2,500,000       3,006,975  
Houston, TX, Water & Sewer Revenue, Water Conveyance Systems Contract, Series J, 6.25%, 12/15/2013, INS: AMBAC
    2,500,000       2,559,375  
Humble, TX, Independent School District, School Building, Series A, 5.0%, 2/15/2029
    1,335,000       1,536,745  
Lewisville, TX, Independent School District, School Building, 5.0%, 8/15/2026
    6,360,000       7,563,566  
Longview, TX, Independent School District, School Building Improvements, 5.0%, 2/15/2022
    2,000,000       2,333,620  
Lubbock, TX, General Obligation, 5.0%, 2/15/2029
    2,000,000       2,285,840  
Mission, TX, State Economic Development Corp., Solid Waste Disposal Revenue, Republic Services, Inc., Series A, 0.45%*, Mandatory Put 7/1/2013 @ 100, 1/1/2020
    10,000,000       10,000,000  
North Texas, Tollway Authority Revenue, First Tier:
 
Series E-3, 5.75%, Mandatory Put 1/1/2016 @ 100, 1/1/2038
    4,900,000       5,515,538  
Series A, 6.0%, 1/1/2022
    7,000,000       8,225,350  
North Texas, Tollway Authority Revenue, Special Projects Systems:
               
Series D, 5.25%, 9/1/2027
    9,080,000       10,753,535  
Series A, 5.5%, 9/1/2028
    1,240,000       1,487,578  
Pasadena, TX, Independent School District, 5.0%, 2/15/2027
    6,960,000       8,011,586  
Plano, TX, General Obligation, 5.0%, 9/1/2029
    1,635,000       1,855,300  
San Antonio, TX, Electric & Gas Revenue, Series A, 5.25%, 2/1/2026
    7,000,000       8,288,770  
San Antonio, TX, General Improvement, Series 2006, 5.5%, 8/1/2014, INS: FGIC, NATL
    3,000,000       3,185,070  
Tarrant County, TX, Cultural Education Facilities Finance Corp. Revenue, Ascension Health Senior Credit Group, Series D, 5.0%, 11/15/2029
    5,000,000       5,504,250  
Tarrant County, TX, Cultural Education Facilities Finance Corp. Revenue, Texas Health Resources:
               
Series A, 5.0%, 2/15/2018
    2,000,000       2,276,960  
Series A, 5.0%, 2/15/2019
    2,480,000       2,796,597  
Series A, 5.0%, 2/15/2020
    6,180,000       6,911,032  
Tarrant County, TX, Cultural Education Facilities Finance Corp., Hospital Revenue, Scott & White Healthcare, 5.25%, 8/15/2023
    2,500,000       2,896,425  
Texas, Dallas-Fort Worth International Airport Revenue:
 
Series A, 5.0%, 11/1/2018
    1,000,000       1,184,840  
Series A, 5.0%, 11/1/2019
    1,250,000       1,489,663  
Series D, 5.0%, 11/1/2024
    2,250,000       2,571,817  
Series C, 5.0%, 11/1/2025
    4,605,000       5,230,129  
Series C, 5.0%, 11/1/2026
    3,290,000       3,712,502  
Texas, Grapevine-Colleyville Independent School District Building, 5.0%, 8/15/2031
    3,465,000       4,027,162  
Texas, Lower Colorado River Authority Revenue, Series A, 5.875%, 5/15/2014, INS: AGMC
    540,000       542,479  
Texas, Lower Colorado River Authority, Transmission Contract Revenue, LCRA Transmission Services, 5.0%, 5/15/2030
    5,000,000       5,512,900  
Texas, Midtown Redevelopment Authority, Tax Increment Contract Revenue, 4.0%, 1/1/2014
    625,000       636,300  
Texas, Municipal Power Agency Revenue:
 
Zero Coupon, 9/1/2014, INS: NATL
    1,760,000       1,749,229  
ETM, Zero Coupon, 9/1/2014, INS: NATL
    40,000       39,864  
Texas, SA Energy Acquisition Public Facility Corp., Gas Supply Revenue:
               
5.25%, 8/1/2017
    5,690,000       6,426,172  
5.5%, 8/1/2020
    3,790,000       4,443,775  
Texas, State Department of Housing & Community Affairs, Residential Mortgage Revenue, Series A, 5.375%, 1/1/2039
    4,800,000       5,081,376  
Texas, State Municipal Gas Acquisition & Supply Corp., III Gas Supply Revenue, 5.0%, 12/15/2022
    5,000,000       5,655,750  
Texas, State Transportation Commission Revenue, First Tier, 5.0%, 4/1/2022
    10,000,000       11,451,700  
Texas, State Transportation Commission-Highway Improvement, Series A, 5.0%, 4/1/2022
    10,245,000       12,661,591  
Texas, State Transportation Revenue, 2.5%, 8/30/2013
    14,000,000       14,082,460  
Texas, State Veterans Housing Assistance Program, Fund II, Series A, 5.25%, 12/1/2023
    4,000,000       4,764,400  
Texas, Water Development Board Revenue, State Revolving Fund:
               
Series B, Prerefunded 7/15/2014 @ 100, 5.0%, 7/15/2017
    3,000,000       3,157,920  
Series A, 5.0%, 7/15/2020
    3,150,000       3,644,991  
Series B, 5.25%, 7/15/2021
    3,000,000       3,500,250  
University of Texas, Financing Systems, Series A, 5.0%, 8/15/2013
    3,725,000       3,762,138  
West Harris County, TX, Regional Water Authority, Water Systems Revenue:
               
5.0%, 12/15/2026
    2,640,000       2,999,304  
5.0%, 12/15/2027
    2,770,000       3,134,587  
5.0%, 12/15/2028
    2,905,000       3,283,492  
        352,922,268  
Utah 0.2%
 
Intermountain Power Agency, UT, Power Supply Revenue, Series A, ETM, 6.15%, 7/1/2014, INS: NATL
    395,000       411,049  
Riverton, UT, Hospital Revenue, IHC Health Services, Inc., 5.0%, 8/15/2020
    2,825,000       3,329,234  
        3,740,283  
Virgin Islands 0.1%
 
Virgin Islands, Public Finance Authority Revenue, Series B, 5.0%, 10/1/2019
    1,250,000       1,416,488  
Virginia 0.1%
 
Richmond, VA, Metro Expressway Authority, ETM, 7.0%, 10/15/2013, INS: AMBAC
    275,000       281,842  
Virginia, State Public School Authority, Series A, 5.0%, 8/1/2013
    1,000,000       1,008,130  
        1,289,972  
Washington 6.2%
 
King County, WA, Housing Authority, Summerfield Apartments Project, 0.16%*, 9/1/2035, LOC: U.S. Bank NA
    1,485,000       1,485,000  
King County, WA, Public Hospital District No. 2:
 
5.0%, 12/1/2021
    6,670,000       8,150,206  
5.0%, 12/1/2022
    6,865,000       8,354,705  
King County, WA, School District No. 405, Bellevue Valley, Series B, 5.0%, 12/1/2020
    6,240,000       7,619,477  
Seattle, WA, Municipal Light & Power Revenue, Series B, 5.0%, 2/1/2025
    7,250,000       8,357,148  
Seattle, WA, Water System Revenue:
 
5.0%, 2/1/2020
    3,870,000       4,492,025  
5.0%, 2/1/2025, INS: AGMC
    5,695,000       6,421,454  
Washington, Energy Northwest Electric Revenue, Project 1, Series A, 5.0%, 7/1/2013
    3,260,000       3,273,203  
Washington, State Economic Development Finance Authority, Solid Waste Dispensary Revenue, Waste Management, Inc., Series D, 2.0%, Mandatory Put 9/2/2014 @ 100, 11/1/2017
    5,000,000       5,040,700  
Washington, State General Obligation:
 
Series 2011-A, 5.0%, 8/1/2028
    15,000,000       17,715,750  
Series 2011-A, 5.0%, 8/1/2031
    17,845,000       20,821,189  
Series A, 5.0%, 8/1/2032
    14,000,000       15,997,800  
Washington, State Housing Finance Commission, Homeownership Program, Series A, 4.7%, 10/1/2028
    995,000       1,065,526  
Washington, State Motor Vehicle Fuel Tax:
 
Series B, 5.0%, 7/1/2025, INS: AGMC
    2,000,000       2,290,300  
Series 2010-B, 5.0%, 8/1/2027
    6,000,000       7,014,960  
        118,099,443  
West Virginia 0.2%
 
West Virginia, Transportation/Tolls Revenue, 5.25%, 5/15/2015, INS: FGIC, NATL
    2,940,000       3,211,480  
Wisconsin 1.3%
 
Wisconsin, State Clean Water Revenue:
 
Series 1, 5.0%, 6/1/2031
    2,500,000       2,850,650  
Series 3, 5.5%, 6/1/2025
    5,000,000       5,872,000  
Wisconsin, State General Appropriation Revenue, Series A, 6.0%, 5/1/2026
    5,000,000       6,099,650  
Wisconsin, State General Obligation, Series A, 5.25%, 5/1/2026
    3,500,000       4,186,910  
Wisconsin, State Health & Educational Facilities Authority Revenue, Aurora Health Care, Series B, 5.0%, 7/15/2013
    2,000,000       2,011,400  
Wisconsin, State Health & Educational Facilities Authority Revenue, Children's Hospital of Wisconsin, Series B, 5.375%, 8/15/2024
    1,000,000       1,157,220  
Wisconsin, WPPI Energy Power Supply Revenue, Series A, 5.0%, 7/1/2027
    1,750,000       2,018,800  
        24,196,630  
Wyoming 0.1%
 
Sweetwater County, WY, Pollution Control Revenue, PacifiCorp Project, Series A, 0.13%*, 12/1/2020, LOC: Bank of Nova Scotia
    1,035,000       1,035,000  
 

   
% of Net Assets
   
Value ($)
 
       
Total Investment Portfolio (Cost $1,752,287,738) †
    98.1       1,866,660,083  
Other Assets and Liabilities, Net
    1.9       35,244,571  
Net Assets
    100.0       1,901,904,654  
 
* Variable rate demand notes are securities whose interest rates are reset periodically at market levels. These securities are often payable on demand and are shown at their current rates as of May 31, 2013.
 
** Floating rate securities' yields vary with a designated market index or market rate, such as the coupon-equivalent of the U.S. Treasury Bill rate. These securities are shown at their current rate as of May 31, 2013.
 
† The cost for federal income tax purposes was $1,751,763,093. At May 31, 2013, net unrealized appreciation for all securities based on tax cost was $114,896,990. This consisted of aggregate gross unrealized appreciation for all securities in which there was an excess of value over tax cost of $119,907,232 and aggregate gross unrealized depreciation for all securities in which there was an excess of tax cost over value of $5,010,242.
 
(a) When-issued security.
 
144A: Security exempt from registration under Rule 144A of the Securities Act of 1933. These securities may be resold in transactions exempt from registration, normally to qualified institutional buyers.
 
AGC: Assured Guaranty Corp.
 
AGMC: Assured Guaranty Municipal Corp.
 
AMBAC: Ambac Financial Group, Inc.
 
ETM: Bonds bearing the description ETM (escrow to maturity) are collateralized usually by U.S. Treasury securities which are held in escrow and used to pay principal and interest on bonds so designated.
 
FGIC: Financial Guaranty Insurance Co.
 
INS: Insured
 
LOC: Letter of Credit
 
NATL: National Public Finance Guarantee Corp.
 
Prerefunded: Bonds which are prerefunded are collateralized usually by U.S. Treasury securities which are held in escrow and used to pay principal and interest on tax-exempt issues and to retire the bonds in full at the earliest refunding date.
 
Radian: Radian Asset Assurance, Inc.
 
SPA: Standby Bond Purchase Agreement
 
Fair Value Measurements
 
Various inputs are used in determining the value of the Fund's investments. These inputs are summarized in three broad levels. Level 1 includes quoted prices in active markets for identical securities. Level 2 includes other significant observable inputs (including quoted prices for similar securities, interest rates, prepayment speeds and credit risk). Level 3 includes significant unobservable inputs (including the Fund's own assumptions in determining the fair value of investments). The inputs or methodology used for valuing securities are not necessarily an indication of the risk associated with investing in those securities.
 
The following is a summary of the inputs used as of May 31, 2013 in valuing the Fund's investments. For information on the Fund's policy regarding the valuation of investments, please refer to the Security Valuation section of Note A in the accompanying Notes to Financial Statements.
Assets
 
Level 1
   
Level 2
   
Level 3
   
Total
 
   
Municipal Investments (b)
  $ —     $ 1,866,660,083     $ —     $ 1,866,660,083  
Total
  $ —     $ 1,866,660,083     $ —     $ 1,866,660,083  
 
There have been no transfers between fair value measurement levels during the year ended May 31, 2013.
 
(b) See Investment Portfolio for additional detailed categorizations.
 
The accompanying notes are an integral part of the financial statements.
 
Statement of Assets and Liabilities
as of May 31, 2013
 
Assets
 
Investments in non-affiliated securities, at value (cost $1,752,287,738)
  $ 1,866,660,083  
Cash
    708,203  
Receivable for investments sold
    17,144,762  
Receivable for Fund shares sold
    5,797,844  
Interest receivable
    23,566,824  
Other assets
    65,007  
Total assets
    1,913,942,723  
Liabilities
 
Payable for investments purchased — when-issued securities
    5,717,300  
Payable for Fund shares redeemed
    3,961,435  
Distributions payable
    516,435  
Accrued management fee
    517,285  
Accrued Trustees' fees
    25,672  
Other accrued expenses and payables
    1,299,942  
Total liabilities
    12,038,069  
Net assets, at value
  $ 1,901,904,654  
Net Assets Consist of
 
Undistributed net investment income
    703,471  
Net unrealized appreciation (depreciation) on investments
    114,372,345  
Accumulated net realized gain (loss)
    (2,566,869 )
Paid-in capital
    1,789,395,707  
Net assets, at value
  $ 1,901,904,654  
 
The accompanying notes are an integral part of the financial statements.
 
Statement of Assets and Liabilities as of May 31, 2013 (continued)
 
Net Asset Value
 
Class A
Net Asset Value and redemption price per share ($465,896,017 ÷ 38,853,367 outstanding shares of beneficial interest, $.01 par value, unlimited number of shares authorized)
  $ 11.99  
Maximum offering price per share (100 ÷ 97.25 of $11.99)
  $ 12.33  
Class B
Net Asset Value, offering and redemption price (subject to contingent deferred sales charge) per share ($855,123 ÷ 71,256 outstanding shares of beneficial interest, $.01 par value, unlimited number of shares authorized)
  $ 12.00  
Class C
Net Asset Value, offering and redemption price (subject to contingent deferred sales charge) per share ($105,746,110 ÷ 8,821,991 outstanding shares of beneficial interest, $.01 par value, unlimited number of shares authorized)
  $ 11.99  
Class S
Net Asset Value, offering and redemption price   per share ($809,127,421 ÷ 67,463,634 outstanding shares of beneficial interest, $.01 par value, unlimited number of shares authorized)
  $ 11.99  
Institutional Class
Net Asset Value, offering and redemption price   per share ($520,279,983 ÷ 43,374,574 outstanding shares of beneficial interest, $.01 par value, unlimited number of shares authorized)
  $ 12.00  
 
The accompanying notes are an integral part of the financial statements.
 
Statement of Operations
for the year ended May 31, 2013
 
Investment Income
 
Income:
Interest
  $ 61,936,999  
Expenses:
Management fee
    6,043,580  
Administration fee
    1,918,597  
Services to shareholders
    2,226,954  
Distribution and service fees
    2,191,913  
Custodian fee
    25,129  
Professional fees
    108,689  
Reports to shareholders
    81,901  
Registration fees
    188,321  
Trustees' fees and expenses
    80,613  
Other
    121,915  
Total expenses before expense reductions
    12,987,612  
Expense reductions
    (53,410 )
Total expenses before expense reductions
    12,934,202  
Net investment income
    49,002,797  
Realized and Unrealized Gain (Loss)
 
Net realized gain (loss) from investments
    1,631,118  
Change in net unrealized appreciation (depreciation) on investments
    (16,073,074 )
Net gain (loss)
    (14,441,956 )
Net increase (decrease) in net assets resulting from operations
  $ 34,560,841  
 
The accompanying notes are an integral part of the financial statements.
 
Statement of Changes in Net Assets
   
Years Ended May 31,
 
Increase (Decrease) in Net Assets
 
2013
   
2012
 
Operations:
Net investment income
  $ 49,002,797     $ 47,902,505  
Net realized gain (loss)
    1,631,118       553,052  
Change in net unrealized appreciation (depreciation)
    (16,073,074 )     87,349,894  
Net increase (decrease) in net assets resulting from operations
    34,560,841       135,805,451  
Distributions to shareholders from:
Net investment income:
Class A
    (11,676,690 )     (11,127,304 )
Class B
    (18,145 )     (30,733 )
Class C
    (1,751,653 )     (1,688,842 )
Class S
    (20,968,511 )     (23,060,870 )
Institutional Class
    (14,452,982 )     (11,883,825 )
Total distributions
    (48,867,981 )     (47,791,574 )
Fund share transactions:
Proceeds from shares sold
    866,892,556       648,817,674  
Reinvestment of distributions
    37,000,366       34,136,312  
Payments for shares redeemed
    (656,727,782 )     (489,044,631 )
Net increase (decrease) in net assets from Fund share transactions
    247,165,140       193,909,355  
Increase (decrease) in net assets
    232,858,000       281,923,232  
Net assets at beginning of period
    1,669,046,654       1,387,123,422  
Net assets at end of period (including undistributed net investment income of $703,471 and $699,262, respectively)
  $ 1,901,904,654     $ 1,669,046,654  
 
The accompanying notes are an integral part of the financial statements.
 
Financial Highlights
   
Years Ended May 31,
 
Class A
 
2013
   
2012
   
2011
   
2010
   
2009
 
Selected Per Share Data
 
Net asset value, beginning of period
  $ 12.07     $ 11.40     $ 11.46     $ 11.15     $ 11.06  
Income from investment operations:
Net investment income
    .30       .35       .36       .40       .42  
Net realized and unrealized gain (loss)
    (.08 )     .67       (.06 )     .32       .12  
Total from investment operations
    .22       1.02       .30       .72       .54  
Less distributions from:
Net investment income
    (.30 )     (.35 )     (.36 )     (.40 )     (.42 )
Net realized gains
    —       —       —       (.01 )     (.03 )
Total distributions
    (.30 )     (.35 )     (.36 )     (.41 )     (.45 )
Net asset value, end of period
  $ 11.99     $ 12.07     $ 11.40     $ 11.46     $ 11.15  
Total Return (%) a
    1.80       9.08       2.71       6.58       5.06  
Ratios to Average Net Assets and Supplemental Data
 
Net assets, end of period ($ millions)
    466       426       349       296       152  
Ratio of expenses before expense reductions (including interest expense) (%)
    .78       .78       .76 b     .79 b     .84 b
Ratio of expenses after expense reductions (including interest expense) (%)
    .78       .78       .76 b     .79 b     .84 b
Ratio of expenses after expense reductions (excluding interest expense) (%)
    .78       .78       .76       .77       .78  
Ratio of net investment income (%)
    2.45       2.99       3.21       3.51       3.84  
Portfolio turnover rate (%)
    35       48       50       59       61  
a Total return does not reflect the effect of any sales charges.
b Interest expense represents interest and fees on short-term floating rate notes issued in conjunction with inverse floating rate securities. Interest income from such transactions is included in income from investment operations.
 
 

   
Years Ended May 31,
 
Class B
 
2013
   
2012
   
2011
   
2010
   
2009
 
Selected Per Share Data
 
Net asset value, beginning of period
  $ 12.08     $ 11.41     $ 11.47     $ 11.16     $ 11.07  
Income from investment operations:
Net investment income
    .20       .26       .27       .30       .33  
Net realized and unrealized gain (loss)
    (.08 )     .67       (.06 )     .32       .12  
Total from investment operations
    .12       .93       .21       .62       .45  
Less distributions from:
Net investment income
    (.20 )     (.26 )     (.27 )     (.30 )     (.33 )
Net realized gains
    —       —       —       (.01 )     (.03 )
Total distributions
    (.20 )     (.26 )     (.27 )     (.31 )     (.36 )
Net asset value, end of period
  $ 12.00     $ 12.08     $ 11.41     $ 11.47     $ 11.16  
Total Return (%) a
    1.00       8.20       1.87       5.68       4.22  
Ratios to Average Net Assets and Supplemental Data
 
Net assets, end of period ($ millions)
    1       1       2       2       2  
Ratio of expenses before expense reductions (including interest expense) (%)
    1.56       1.57       1.58 b     1.61 b     1.64 b
Ratio of expenses after expense reductions (including interest expense) (%)
    1.56       1.57       1.58 b     1.61 b     1.64 b
Ratio of expenses after expense reductions (excluding interest expense) (%)
    1.56       1.57       1.58       1.59       1.58  
Ratio of net investment income (%)
    1.67       2.20       2.39       2.69       3.04  
Portfolio turnover rate (%)
    35       48       50       59       61  
a Total return does not reflect the effect of any sales charges.
b Interest expense represents interest and fees on short-term floating rate notes issued in conjunction with inverse floating rate securities. Interest income from such transactions is included in income from investment operations.
 
 

   
Years Ended May 31,
 
Class C
 
2013
   
2012
   
2011
   
2010
   
2009
 
Selected Per Share Data
 
Net asset value, beginning of period
  $ 12.07     $ 11.40     $ 11.46     $ 11.15     $ 11.06  
Income from investment operations:
Net investment income
    .21       .26       .27       .31       .34  
Net realized and unrealized gain (loss)
    (.08 )     .67       (.06 )     .32       .12  
Total from investment operations
    .13       .93       .21       .63       .46  
Less distributions from:
Net investment income
    (.21 )     (.26 )     (.27 )     (.31 )     (.34 )
Net realized gains
    —       —       —       (.01 )     (.03 )
Total distributions
    (.21 )     (.26 )     (.27 )     (.32 )     (.37 )
Net asset value, end of period
  $ 11.99     $ 12.07     $ 11.40     $ 11.46     $ 11.15  
Total Return (%) a
    1.03       8.26       1.91       5.76       4.27  
Ratios to Average Net Assets and Supplemental Data
 
Net assets, end of period ($ millions)
    106       92       66       57       22  
Ratio of expenses before expense reductions (including interest expense) (%)
    1.54       1.53       1.55 b     1.57 b     1.61 b
Ratio of expenses after expense reductions (including interest expense) (%)
    1.54       1.53       1.55 b     1.57 b     1.61 b
Ratio of expenses after expense reductions (excluding interest expense) (%)
    1.54       1.53       1.55       1.55       1.55  
Ratio of net investment income (%)
    1.69       2.23       2.42       2.73       3.07  
Portfolio turnover rate (%)
    35       48       50       59       61  
a Total return does not reflect the effect of any sales charges.
b Interest expense represents interest and fees on short-term floating rate notes issued in conjunction with inverse floating rate securities. Interest income from such transactions is included in income from investment operations.
 
 

   
Years Ended May 31,
 
Class S
 
2013
   
2012
   
2011
   
2010
   
2009
 
Selected Per Share Data
 
Net asset value, beginning of period
  $ 12.07     $ 11.41     $ 11.47     $ 11.15     $ 11.07  
Income from investment operations:
Net investment income
    .32       .37       .38       .41       .44  
Net realized and unrealized gain (loss)
    (.08 )     .66       (.06 )     .33       .11  
Total from investment operations
    .24       1.03       .32       .74       .55  
Less distributions from:
Net investment income
    (.32 )     (.37 )     (.38 )     (.41 )     (.44 )
Net realized gains
    —       —       —       (.01 )     (.03 )
Total distributions
    (.32 )     (.37 )     (.38 )     (.42 )     (.47 )
Net asset value, end of period
  $ 11.99     $ 12.07     $ 11.41     $ 11.47     $ 11.15  
Total Return (%)
    1.97 a     9.17 a     2.88 a     6.81       5.16  
Ratios to Average Net Assets and Supplemental Data
 
Net assets, end of period ($ millions)
    809       749       667       590       397  
Ratio of expenses before expense reductions (including interest expense) (%)
    .61       .61       .63 b     .64 b     .65 b
Ratio of expenses after expense reductions (including interest expense) (%)
    .61       .60       .59 b     .64 b     .65 b
Ratio of expenses after expense reductions (excluding interest expense) (%)
    .61       .60       .59       .62       .59  
Ratio of net investment income (%)
    2.62       3.16       3.38       3.66       4.03  
Portfolio turnover rate (%)
    35       48       50       59       61  
a Total return would have been lower had certain expenses not been reduced.
b Interest expense represents interest and fees on short-term floating rate notes issued in conjunction with inverse floating rate securities. Interest income from such transactions is included in income from investment operations.
 
 

   
Years Ended May 31,
 
Institutional Class
 
2013
   
2012
   
2011
   
2010
   
2009
 
Selected Per Share Data
 
Net asset value, beginning of period
  $ 12.08     $ 11.41     $ 11.47     $ 11.15     $ 11.07  
Income (loss) from investment operations:
Net investment income
    .33       .38       .39       .43       .45  
Net realized and unrealized gain (loss)
    (.08 )     .67       (.06 )     .33       .11  
Total from investment operations
    .25       1.05       .33       .76       .56  
Less distributions from:
Net investment income
    (.33 )     (.38 )     (.39 )     (.43 )     (.45 )
Net realized gains
    —       —       —       (.01 )     (.03 )
Total distributions
    (.33 )     (.38 )     (.39 )     (.44 )     (.48 )
Net asset value, end of period
  $ 12.00     $ 12.08     $ 11.41     $ 11.47     $ 11.15  
Total Return (%)
    2.07       9.37       2.98       6.95       5.27  
Ratios to Average Net Assets and Supplemental Data
 
Net assets, end of period ($ millions)
    520       401       304       230       119  
Ratio of expenses (including interest expense) (%)
    .51       .50       .49 a     .51 a     .55 a
Ratio of expenses (excluding interest expense) (%)
    .51       .50       .49       .49       .49  
Ratio of net investment income (%)
    2.71       3.26       3.48       3.79       4.13  
Portfolio turnover rate (%)
    35       48       50       59       61  
a Interest expense represents interest and fees on short-term floating rate notes issued in conjunction with inverse floating rate securities. Interest income from such transactions is included in income from investment operations.
 
 
Notes to Financial Statements
 
A. Organization and Significant Accounting Policies
 
DWS Intermediate Tax/AMT Free Fund (the "Fund") is a diversified series of DWS Tax Free Trust (the "Trust"), which is registered under the Investment Company Act of 1940, as amended (the "1940 Act"), as an open-end management investment company organized as a Massachusetts business trust.
 
The Fund offers multiple classes of shares which provide investors with different purchase options. Class A shares are offered to investors subject to an initial sales charge. Class B shares of the Fund are closed to new purchases, except exchanges or the reinvestment of dividends or other distributions. Class B shares were offered to investors without an initial sales charge and are subject to higher ongoing expenses than Class A shares and a contingent deferred sales charge payable upon certain redemptions. Class B shares automatically convert to Class A shares six years after issuance. Class C shares are offered to investors without an initial sales charge but are subject to higher ongoing expenses than Class A shares and a contingent deferred sales charge payable upon certain redemptions within one year of purchase. Class C shares do not automatically convert into another class. Institutional Class shares are generally available only to qualified institutions, are not subject to initial or contingent deferred sales charges and generally have lower ongoing expenses than other classes. Class S shares are not subject to initial or contingent deferred sales charges and are only available to a limited group of investors.
 
Investment income, realized and unrealized gains and losses, and certain fund-level expenses and expense reductions, if any, are borne pro rata on the basis of relative net assets by the holders of all classes of shares, except that each class bears certain expenses unique to that class such as distribution and service fees, services to shareholders and certain other class-specific expenses. Differences in class-level expenses may result in payment of different per share dividends by class. All shares of the Fund have equal rights with respect to voting subject to class-specific arrangements.
 
The Fund's financial statements are prepared in accordance with accounting principles generally accepted in the United States of America which require the use of management estimates. Actual results could differ from those estimates. The policies described below are followed consistently by the Fund in the preparation of its financial statements.
 
Security Valuation. Investments are stated at value determined as of the close of regular trading on the New York Stock Exchange on each day the exchange is open for trading.
 
Various inputs are used in determining the value of the Fund's investments. These inputs are summarized in three broad levels. Level 1 includes quoted prices in active markets for identical securities. Level 2 includes other significant observable inputs (including quoted prices for similar securities, interest rates, prepayment speeds, and credit risk). Level 3 includes significant unobservable inputs (including the Fund's own assumptions in determining the fair value of investments). The inputs or methodology used for valuing securities are not necessarily an indication of the risk associated with investing in those securities.
 
Municipal debt securities are valued at prices supplied by independent pricing services approved by the Fund's Board. If the pricing services are unable to provide valuations, securities are valued at the most recent bid quotation or evaluated price, as applicable, obtained from one or more broker-dealers. Such services may use various pricing techniques which take into account appropriate factors such as yield, quality, coupon rate, maturity, type of issue, trading characteristics and other data, as well as broker quotes. These securities are generally categorized as Level 2.
 
Securities and other assets for which market quotations are not readily available or for which the above valuation procedures are deemed not to reflect fair value are valued in a manner that is intended to reflect their fair value as determined in accordance with procedures approved by the Board and are generally categorized as Level 3. In accordance with the Fund's valuation procedures, factors used in determining value may include, but are not limited to, the type of the security; the size of the holding; the initial cost of the security; the existence of any contractual restrictions on the security's disposition; the price and extent of public trading in similar securities of the issuer or of comparable companies; quotations or evaluated prices from broker-dealers and/or pricing services; information obtained from the issuer, analysts, and/or the appropriate stock exchange (for exchange-traded securities); an analysis of the company's or issuer's financial statements; an evaluation of the forces that influence the issuer and the market(s) in which the security is purchased and sold and with respect to debt securities; the maturity, coupon, creditworthiness, currency denomination and the movement of the market in which the security is normally traded. The value determined under these procedures may differ from published values for the same securities.
 
Disclosure about the classification of fair value measurements is included in a table following the Fund's Investment Portfolio.
 
New Accounting Pronouncement. In January 2013, Accounting Standard Update 2013-01 (ASU 2013-01), Clarifying the Scope of Disclosures about Offsetting Assets and Liabilities, replaced Accounting Standards Update 2011-11 (ASU 2011-11), Disclosures about Offsetting Assets and Liabilities. ASU 2013-01 is effective for fiscal years beginning on or after January 1, 2013, and interim periods within those annual periods. ASU 2011-11 was intended to enhance disclosure requirements on the offsetting of financial assets and liabilities. The ASU 2013-01 limits the scope of the new balance sheet offsetting disclosures to derivatives, repurchase agreements, and securities lending transactions to the extent that they are (1) offset in the financial statements or (2) subject to an enforceable master netting arrangement or similar agreement. Management is currently evaluating the application of ASU 2013-01 and its impact, if any, on the Fund's financial statements.
 
When-Issued/Delayed Delivery Securities. The Fund may purchase securities with delivery or payment to occur at a later date beyond the normal settlement period. At the time the Fund enters into a commitment to purchase a security, the transaction is recorded and the value of the security is reflected in the net asset value. The price of such security and the date when the security will be delivered and paid for are fixed at the time the transaction is negotiated. The value of the security may vary with market fluctuations. No interest accrues to the Fund until payment takes place. At the time the Fund enters into this type of transaction, it is required to segregate cash or other liquid assets at least equal to the amount of the commitment.
 
Certain risks may arise upon entering into when-issued or delayed delivery securities from the potential inability of counterparties to meet the terms of their contracts or if the issuer does not issue the securities due to political, economic or other factors. Additionally, losses may arise due to changes in the value of the underlying securities.
 
Federal Income Taxes. The Fund's policy is to comply with the requirements of the Internal Revenue Code, as amended, which are applicable to regulated investment companies, and to distribute all of its taxable and tax-exempt income to its shareholders.
 
Under the Regulated Investment Company Modernization Act of 2010, net capital losses incurred post-enactment may be carried forward indefinitely, and their character is retained as short-term and/or long-term. Previously, net capital losses were carried forward for eight years and treated as short-term losses. As a transition rule, the Act requires that post-enactment net capital losses be used before pre-enactment net capital losses.
 
At May 31, 2013, the Fund had a net tax basis capital loss carryforward of approximately $3,091,000, including $1,320,000 of pre-enactment losses, which may be applied against any realized net taxable capital gains of each succeeding year until fully utilized or until May 31, 2018, the expiration date, whichever occurs first; and approximately $1,771,000 of post-enactment short-term losses, which may be applied against realized net taxable capital gains indefinitely.
 
The Fund has reviewed the tax positions for the open tax years as of May 31, 2013 and has determined that no provision for income tax is required in the Fund's financial statements. The Fund's federal tax returns for the prior three fiscal years remain open subject to examination by the Internal Revenue Service.
 
Distribution of Income and Gains. Net investment income of the Fund is declared as a daily dividend and is distributed to shareholders monthly. Net realized gains from investment transactions, in excess of available capital loss carryforwards, would be taxable to the Fund if not distributed, and, therefore, will be distributed to shareholders at least annually. The Fund may also make additional distributions for tax purposes if necessary.
 
The timing and characterization of certain income and capital gain distributions are determined annually in accordance with federal tax regulations which may differ from accounting principles generally accepted in the United States of America. These differences primarily relate to certain securities sold at a loss and accretion of market discount on debt securities. As a result, net investment income (loss) and net realized gain (loss) on investment transactions for a reporting period may differ significantly from distributions during such period. Accordingly, the Fund may periodically make reclassifications among certain of its capital accounts without impacting the net asset value of the Fund.
 
At May 31, 2013, the Fund's components of distributable earnings (accumulated losses) on a tax basis were as follows:
Undistributed tax-exempt income
  $ 1,219,906  
Capital loss carryforward
  $ (3,091,000 )
Net unrealized appreciation (depreciation) on investments
  $ 114,896,990  
 
In addition, the tax character of distributions paid to shareholders by the Fund is summarized as follows:
   
Years Ended May 31,
 
   
2013
   
2012
 
Distributions from tax-exempt income
  $ 48,867,981     $ 47,787,943  
Distributions from ordinary income
  $ —     $ 3,631  
 
Expenses. Expenses of the Trust arising in connection with a specific fund are allocated to that fund. Other Trust expenses which cannot be directly attributed to a fund are apportioned among the funds in the Trust based upon the relative net assets or other appropriate measures.
 
Contingencies. In the normal course of business, the Fund may enter into contracts with service providers that contain general indemnification clauses. The Fund's maximum exposure under these arrangements is unknown as this would involve future claims that may be made against the Fund that have not yet been made. However, based on experience, the Fund expects the risk of loss to be remote.
 
Other. Investment transactions are accounted for on a trade date plus one basis for daily net asset value calculations. However, for financial reporting purposes, investment transactions are reported on trade date. Interest income is recorded on the accrual basis. Realized gains and losses from investment transactions are recorded on an identified cost basis. All premiums and discounts are amortized/accreted for financial reporting purposes.
 
B. Purchases and Sales of Securities
 
During the year ended May 31, 2013, purchases and sales of investment securities (excluding short-term investments) aggregated $946,855,309 and $660,221,355, respectively.
 
C. Related Parties
 
Management Agreement . Under the Investment Management Agreement with Deutsche Investment Management Americas Inc. ("DIMA" or the "Advisor"), an indirect, wholly owned subsidiary of Deutsche Bank AG, the Advisor directs the investments of the Fund in accordance with its investment objectives, policies and restrictions. The Advisor determines the securities, instruments and other contracts relating to investments to be purchased, sold or entered into by the Fund.
 
The management fee payable under the Investment Management Agreement is at an annual rate of 0.315% of the Fund's average daily net assets, computed and accrued daily and payable monthly.
 
For the period from June 1, 2012 through September 30, 2012, the Advisor had contractually agreed to waive its fees and/or reimburse certain operating expenses of Class S shares to the extent necessary to maintain the operating expenses (excluding certain expenses such as extraordinary expenses, taxes, brokerage and interest) at 0.60%.
 
Effective October 1, 2012 through September 30, 2013, the Advisor has contractually agreed to waive its fees and/or reimburse certain operating expenses of the Fund to the extent necessary to maintain the operating expenses (excluding certain expenses such as extraordinary expenses, taxes, brokerage and interest) of each class as follows:
Class A
.86%
Class B
1.61%
Class C
1.61%
Class S
.61%
Institutional Class
.61%
 
Administration Fee. Pursuant to an Administrative Services Agreement, DIMA provides most administrative services to the Fund. For all services provided under the Administrative Services Agreement, the Fund pays the Advisor an annual fee ("Administration Fee") of 0.10% of the Fund's average daily net assets, computed and accrued daily and payable monthly. For the year ended May 31, 2013, the Administration Fee was $1,918,597, of which $164,217 is unpaid.
 
Service Provider Fees. DWS Investments Service Company ("DISC"), an affiliate of the Advisor, is the transfer agent, dividend-paying agent and shareholder service agent of the Fund. Pursuant to a sub-transfer agency agreement between DISC and DST Systems, Inc. ("DST"), DISC has delegated certain transfer agent, dividend-paying agent and shareholder service agent functions to DST. DISC compensates DST out of the shareholder servicing fee it receives from the Fund. For the year ended May 31, 2013, the amounts charged to the Fund by DISC were as follows:
Services to Shareholders
 
Total Aggregated
   
Waived
   
Unpaid at May 31, 2013
 
Class A
  $ 29,125     $ —     $ 7,369  
Class B
    340       —       76  
Class C
    10,069       —       2,647  
Class S
    147,205       53,410       30,518  
Institutional Class
    48,958       —       13,064  
    $ 235,697     $ 53,410     $ 53,674  
 
Distribution and Service Fees. Under the Fund's Class B and Class C 12b-1 Plans, DWS Investments Distributors, Inc. ("DIDI"), an affiliate of the Advisor, receives a fee ("Distribution Fee") of 0.75% of average daily net assets of each of Class B and C shares. In accordance with the Fund's Underwriting and Distribution Services Agreement, DIDI enters into related selling group agreements with various firms at various rates for sales of Class B and C shares. For the year ended May 31, 2013, the Distribution Fee was as follows:
Distribution Fee
 
Total Aggregated
   
Unpaid at May 31, 2013
 
Class B
  $ 8,141     $ 571  
Class C
    781,575       69,112  
    $ 789,716     $ 69,683  
 
In addition DIDI provides information and administrative services for a fee ("Service Fee") to Class A, B and C shareholders at an annual rate of up to 0.25% of average daily net assets for each such class. DIDI in turn has various agreements with financial services firms that provide these services and pays these fees based upon the assets of shareholder accounts the firms service. For the year ended May 31, 2013, the Service Fee was as follows:
Service Fee
 
Total Aggregated
   
Unpaid at May 31, 2013
   
Annual Effective Rate
 
Class A
  $ 1,139,673     $ 190,616       .24 %
Class B
    2,709       388       .25 %
Class C
    259,815       45,928       .25 %
    $ 1,402,197     $ 236,932          
 
Underwriting Agreement and Contingent Deferred Sales Charge. DIDI is the principal underwriter for the Fund. Underwriting commissions paid in connection with the distribution of Class A shares for the year ended May 31, 2013 aggregated $40,169.
 
In addition, DIDI receives any contingent deferred sales charge ("CDSC") from Class B share redemptions occurring within six years of purchase and Class C share redemptions occurring within one year of purchase. There is no such charge upon redemption of any share appreciation or reinvested dividends. The CDSC is based on declining rates ranging from 4% to 1% for Class B and 1% for Class C, of the value of the shares redeemed. For the year ended May 31, 2013, the CDSC for Class B and C shares aggregated $2,609 and $23,330, respectively. A deferred sales charge of up to 0.50% is assessed on certain redemptions of Class A shares. For the year ended May 31, 2013, DIDI received $24,624 for Class A shares.
 
Typesetting and Filing Service Fees. Under an agreement with DIMA, DIMA is compensated for providing typesetting and certain regulatory filing services to the Fund. For the year ended May 31, 2013, the amount charged to the Fund by DIMA included in the Statement of Operations under "reports to shareholders" aggregated $21,031, of which $8,389 is unpaid.
 
Trustees' Fees and Expenses. The Fund paid retainer fees to each Trustee not affiliated with the Advisor, plus specified amounts to the Board Chairperson and Vice Chairperson and to each committee Chairperson.
 
D. Line of Credit
 
The Fund and other affiliated funds (the "Participants") share in a $375 million revolving credit facility provided by a syndication of banks. The Fund may borrow for temporary or emergency purposes, including the meeting of redemption requests that otherwise might require the untimely disposition of securities. The Participants are charged an annual commitment fee which is allocated based on net assets, among each of the Participants. Interest is calculated at a rate per annum equal to the sum of the Federal Funds Rate plus 1.25 percent plus if LIBOR exceeds the Federal Funds Rate the amount of such excess. The Fund may borrow up to a maximum of 33 percent of its net assets under the agreement. The Fund had no outstanding loans at May 31, 2013.
 
E. Share Transactions
 
The following table summarizes share and dollar activity in the Fund:
   
Year Ended May 31, 2013
   
Year Ended May 31, 2012
 
   
Shares
   
Dollars
   
Shares
   
Dollars
 
Shares sold
 
Class A
    13,776,730     $ 167,737,189       12,450,255     $ 146,934,903  
Class B
    133       1,624       5,302       62,106  
Class C
    2,960,490       36,013,714       3,098,829       36,573,292  
Class S
    24,423,190       297,218,157       20,192,787       236,963,567  
Institutional Class
    30,087,296       365,921,872       19,475,373       228,283,806  
            $ 866,892,556             $ 648,817,674  
Shares issued to shareholders in reinvestment of distributions
 
Class A
    811,358     $ 9,869,950       788,258     $ 9,276,514  
Class B
    1,154       14,053       2,001       23,515  
Class C
    94,990       1,155,191       88,661       1,043,779  
Class S
    1,033,664       12,574,950       1,118,264       13,160,215  
Institutional Class
    1,099,777       13,386,222       902,378       10,632,289  
            $ 37,000,366             $ 34,136,312  
Shares redeemed
 
Class A
    (11,018,292 )   $ (134,070,756 )     (8,529,305 )   $ (100,042,354 )
Class B
    (30,009 )     (366,275 )     (46,373 )     (543,416 )
Class C
    (1,857,996 )     (22,601,955 )     (1,312,980 )     (15,410,936 )
Class S
    (20,043,967 )     (244,009,191 )     (17,774,390 )     (209,718,270 )
Institutional Class
    (20,990,179 )     (255,679,605 )     (13,828,488 )     (163,329,655 )
            $ (656,727,782 )           $ (489,044,631 )
Net increase (decrease)
 
Class A
    3,569,796     $ 43,536,383       4,709,208     $ 56,169,063  
Class B
    (28,722 )     (350,598 )     (39,070 )     (457,795 )
Class C
    1,197,484       14,566,950       1,874,510       22,206,135  
Class S
    5,412,887       65,783,916       3,536,661       40,405,512  
Institutional Class
    10,196,894       123,628,489       6,549,263       75,586,440  
            $ 247,165,140             $ 193,909,355  
 
Report of Independent Registered Public Accounting Firm
 
To the Trustees of DWS Tax-Free Trust and the Shareholders of DWS Intermediate Tax/AMT Free Fund:
 
In our opinion, the accompanying statement of assets and liabilities, including the investment portfolio, and the related statements of operations and of changes in net assets and the financial highlights present fairly, in all material respects, the financial position of DWS Intermediate Tax/AMT Free Fund (the "Fund") at May 31, 2013, and the results of its operations, the changes in its net assets and the financial highlights for each of the periods indicated therein, in conformity with accounting principles generally accepted in the United States of America. These financial statements and financial highlights (hereafter referred to as "financial statements") are the responsibility of the Fund's management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits of these financial statements in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits, which included confirmation of securities at May 31, 2013   by correspondence with the custodian and brokers, provide a reasonable basis for our opinion.
 
Boston, Massachusetts
July 24, 2013
PricewaterhouseCoopers LLP
 
Information About Your Fund's Expenses
 
As an investor of the Fund, you incur two types of costs: ongoing expenses and transaction costs. Ongoing expenses include management fees, distribution and service (12b-1) fees and other Fund expenses. Examples of transaction costs include sales charges (loads), redemption fees and account maintenance fees, which are not shown in this section. The following tables are intended to help you understand your ongoing expenses (in dollars) of investing in the Fund and to help you compare these expenses with the ongoing expenses of investing in other mutual funds. In the most recent six-month period, Class S shares limited these expenses; had it not done so, expenses would have been higher. The example in the table is based on an investment of $1,000 invested at the beginning of the six-month period and held for the entire period (December 1, 2012 to May 31, 2013).
 
The tables illustrate your Fund's expenses in two ways:
 
• Actual Fund Return. This helps you estimate the actual dollar amount of ongoing expenses (but not transaction costs) paid on a $1,000 investment in the Fund using the Fund's actual return during the period. To estimate the expenses you paid over the period, simply divide your account value by $1,000 (for example, an $8,600 account value divided by $1,000 = 8.6), then multiply the result by the number in the "Expenses Paid per $1,000" line under the share class you hold.
 
• Hypothetical 5% Fund Return. This helps you to compare your Fund's ongoing expenses (but not transaction costs) with those of other mutual funds using the Fund's actual expense ratio and a hypothetical rate of return of 5% per year before expenses. Examples using a 5% hypothetical fund return may be found in the shareholder reports of other mutual funds. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period.
 
Please note that the expenses shown in these tables are meant to highlight your ongoing expenses only and do not reflect any transaction costs. The "Expenses Paid per $1,000" line of the tables is useful in comparing ongoing expenses only and will not help you determine the relative total expense of owning different funds. Subject to certain exceptions, an account maintenance fee of $20.00 assessed once per calendar year for Classes A, B, C and S shares may apply for accounts with balances less than $10,000. This fee is not included in these tables. If it was, the estimate of expenses paid for Classes A, B, C and S shares during the period would be higher, and account value during the period would be lower, by this amount.
 
Expenses and Value of a $1,000 Investment for the six months ended May 31, 2013 (Unaudited)
 
Actual Fund Return
 
Class A
   
Class B
   
Class C
   
Class S
   
Institutional Class
 
Beginning Account Value 12/1/12
  $ 1,000.00     $ 1,000.00     $ 1,000.00     $ 1,000.00     $ 1,000.00  
Ending Account Value 5/31/13
  $ 979.10     $ 975.20     $ 976.20     $ 979.90     $ 981.20  
Expenses Paid per $1,000*
  $ 3.90     $ 7.78     $ 7.69     $ 3.06     $ 2.62  
Hypothetical 5% Fund Return
 
Class A
   
Class B
   
Class C
   
Class S
   
Institutional Class
 
Beginning Account Value 12/1/12
  $ 1,000.00     $ 1,000.00     $ 1,000.00     $ 1,000.00     $ 1,000.00  
Ending Account Value 5/31/13
  $ 1,020.99     $ 1,017.05     $ 1,017.15     $ 1,021.84     $ 1,022.29  
Expenses Paid per $1,000*
  $ 3.98     $ 7.95     $ 7.85     $ 3.13     $ 2.67  
 
* Expenses are equal to the Fund's annualized expense ratio for each share class, multiplied by the average account value over the period, multiplied by 182 (the number of days in the most recent six-month period), then divided by 365.
 
Annualized Expense Ratios
Class A
Class B
Class C
Class S
Institutional Class
DWS Intermediate Tax/AMT Free Fund
.79%
1.58%
1.56%
.62%
.53%
 
For more information, please refer to the Fund's prospectus.
 
For an analysis of the fees associated with an investment in the Fund or similar funds, please refer to http://apps.finra.org/fundanalyzer/1/fa.aspx.
 
Tax Information (Unaudited)
 
Of the dividends paid from net investment income for the taxable year ended May 31, 2013, 100% are designated as exempt-interest dividends for federal income tax purposes.
 
Please consult a tax advisor if you have questions about federal or state income tax laws, or on how to prepare your tax returns. If you have specific questions about your account, please call (800) 728-3337.
 
Summary of Management Fee Evaluation by Independent Fee Consultant
 
September 17, 2012
 
Pursuant to an Order entered into by Deutsche Investment Management Americas and affiliates (collectively, "DeAM") with the Attorney General of New York, I, Thomas H. Mack, have been appointed the Independent Fee Consultant for the DWS Funds (formerly the DWS Scudder Funds). My duties include preparing an annual written evaluation of the management fees DeAM charges the Funds, considering among other factors the management fees charged by other mutual fund companies for like services, management fees DeAM charges other clients for like services, DeAM's costs of supplying services under the management agreements and related profit margins, possible economies of scale if a Fund grows larger, and the nature and quality of DeAM's services, including fund performance. This report summarizes my evaluation for 2012, including my qualifications, the evaluation process for each of the DWS Funds, consideration of certain complex-level factors, and my conclusions. I served in substantially the same capacity in 2007, 2008, 2009, 2010 and 2011.
 
Qualifications
 
For more than 35 years I have served in various professional capacities within the investment management business. I have held investment analysis and advisory positions, including securities analyst, portfolio strategist and director of investment policy with a large investment firm. I have also performed business management functions, including business development, financial management and marketing research and analysis.
 
Since 1991, I have been an independent consultant within the asset management industry. I have provided services to over 125 client organizations, including investment managers, mutual fund boards, product distributors and related organizations. Over the past ten years I have completed a number of assignments for mutual fund boards, specifically including assisting boards with management contract renewal.
 
I hold a Master of Business Administration degree, with highest honors, from Harvard University and Master of Science and Bachelor of Science (highest honors) degrees from the University of California at Berkeley. I am an independent director and audit committee financial expert for two closed-end mutual funds and have served in various leadership and financial oversight capacities with non-profit organizations.
 
Evaluation of Fees for each DWS Fund
 
My work focused primarily on evaluating, fund-by-fund, the fees charged to each of the 103 mutual fund portfolios in the DWS Fund family. For each Fund, I considered each of the key factors mentioned above, as well as any other relevant information. In doing so I worked closely with the Funds' Independent Directors in their annual contract renewal process, as well as in their approval of contracts for several new funds (documented separately).
 
In evaluating each Fund's fees, I reviewed comprehensive materials provided by or on behalf of DeAM, including expense information prepared by Lipper Analytical, comparative performance information, profitability data, manager histories, and other materials. I also accessed certain additional information from the Lipper and Morningstar databases and drew on my industry knowledge and experience.
 
To facilitate evaluating this considerable body of information, I prepared for each Fund a document summarizing the key data elements in each area as well as additional analytics discussed below. This made it possible to consider each key data element in the context of the others.
 
In the course of contract renewal, DeAM agreed to implement a number of fee and expense adjustments requested by the Independent Directors which will favorably impact future fees and expenses, and my evaluation includes the effects of these changes.
 
Fees and Expenses Compared with Other Funds
 
The competitive fee and expense evaluation for each fund focused on two primary comparisons:
 
The Fund's contractual management fee (the advisory fee plus the administration fee where applicable) compared with those of a group of typically 12-15 funds in the same Lipper investment category (e.g. Large Capitalization Growth) having similar distribution arrangements and being of similar size.
 
The Fund's total expenses compared with a broader universe of funds from the same Lipper investment category and having similar distribution arrangements.
 
These two comparisons provide a view of not only the level of the fee compared with funds of similar scale but also the total expense the Fund bears for all the services it receives, in comparison with the investment choices available in the Fund's investment category and distribution channel. The principal figure-of-merit used in these comparisons was the subject Fund's percentile ranking against peers.
 
DeAM's Fees for Similar Services to Others
 
DeAM provided management fee schedules for all of its US domiciled fund and non-fund investment management accounts in any of the investment categories where there is a DWS Fund. These similar products included the other DWS Funds, non-fund pooled accounts, institutional accounts and sub-advisory accounts. Using this information, I calculated for each Fund the fee that would be charged to each similar product, at the subject Fund's asset level.
 
Evaluating information regarding non-fund products is difficult because there are varying levels of services required for different types of accounts, with mutual funds generally requiring considerably more regulatory and administrative types of service as well as having more frequent cash flows than other types of accounts. Also, while mutual fund fees for similar fund products can be expected to be similar, there will be some differences due to different pricing conditions in different distribution channels (e.g. retail funds versus those used in variable insurance products), differences in underlying investment processes and other factors.
 
Costs and Profit Margins
 
DeAM provided a detailed profitability analysis for each Fund. After making some adjustments so that the presentation would be more comparable to the available industry figures, I reviewed profit margins from investment management alone, from investment management plus other fund services (excluding distribution) provided to the Funds by DeAM (principally shareholder services), and DeAM profits from all sources, including distribution. A later section comments on overall profitability.
 
Economies of Scale
 
Economies of scale — an expected decline in management cost per dollar of fund assets as fund assets grow — are very rarely quantified and documented because of inherent difficulties in collecting and analyzing relevant data. However, in virtually every investment category that I reviewed, larger funds tend to have lower fees and lower total expenses than smaller funds. To see how each DWS Fund compares with this industry observation, I reviewed:
 
The trend in Fund assets over the last five years and the accompanying trend in total expenses. This shows if the Fund has grown and, if so, whether total expense (management fees as well as other expenses) have declined as a percent of assets.
 
Whether the Fund has break-points in its management fee schedule, the extent of the fee reduction built into the schedule and the asset levels where the breaks take effect, and in the case of a sub-advised Fund how the Fund's break-points compare with those of the sub-advisory fee schedule.
 
How the Fund's contractual fee schedule compares with trends in the industry data. To accomplish this, I constructed a chart showing how actual latest-fiscal-year contractual fees of the Fund and of other similar funds relate to average fund assets, with the subject Fund's contractual fee schedule superimposed.
 
Quality of Service — Performance
 
The quality-of-service evaluation focused on investment performance, which is the principal result of the investment management service. Each Fund's performance was reviewed over the past 1, 3, 5 and 10 years, as applicable, and compared with that of other funds in the same investment category and with a suitable market index.
 
In addition, I calculated and reviewed risk-adjusted returns relative to an index of similar mutual funds' returns and a suitable market index. The risk-adjusted returns analysis provides a way of determining the extent to which the Fund's return comparisons are mainly the product of investment value-added (or lack thereof) or alternatively taking considerably more or less risk than is typical in its investment category.
 
I also received and considered the history of portfolio manager changes for each Fund, as this provided an important context for evaluating the performance results.
 
Complex-Level Considerations
 
While this evaluation was conducted mainly at the individual fund level, there are some issues relating to the reasonableness of fees that can alternatively be considered across the whole fund complex:
 
I reviewed DeAM's profitability analysis for all DWS Funds, with a view toward determining if the allocation procedures used were reasonable and how profit levels compared with public data for other investment managers.
 
I considered whether DeAM and affiliates receive any significant ancillary or "fallout" benefits that should be considered in interpreting the direct profitability results. These would be situations where serving as the investment manager of the Funds is beneficial to another part of the Deutsche Bank organization.
 
I considered how aggregated DWS Fund expenses had varied over the years, by asset class and in the context of trends in asset levels.
 
I considered how aggregated DWS Fund performance measures relative to appropriate peers had varied by asset class and over time.
 
I reviewed the structure of the DeAM organization, trends in staffing levels, and information on compensation of investment management and other professionals compared with industry data.
 
Findings
 
Based on the process and analysis discussed above, which included reviewing a wide range of information from management and external data sources and considering among other factors the fees DeAM charges other clients, the fees charged by other fund managers, DeAM's costs and profits associated with managing the Funds, economies of scale, possible fall-out benefits, and the nature and quality of services provided, in my opinion the management fees charged the DWS Funds are reasonable.
 
 
Thomas H. Mack
 
President, Thomas H. Mack & Co., Inc.
 
Board Members and Officers
 
The following table presents certain information regarding the Board Members and Officers of the fund. Each Board Member's year of birth is set forth in parentheses after his or her name. Unless otherwise noted, (i) each Board Member has engaged in the principal occupation(s) noted in the table for at least the most recent five years, although not necessarily in the same capacity; and (ii) the address of each Independent Board Member is c/o Kenneth C. Froewiss, Chairman, DWS Mutual Funds, P.O. Box 78, Short Hills, NJ 07078. Except as otherwise noted below, the term of office for each Board Member is until the election and qualification of a successor, or until such Board Member sooner dies, resigns, is removed or as otherwise provided in the governing documents of the fund. Because the fund does not hold an annual meeting of shareholders, each Board Member will hold office for an indeterminate period. The Board Members may also serve in similar capacities with other funds in the fund complex.
 
Independent Board Members
Name, Year of Birth, Position with the Fund and Length of Time Served 1
 
Business Experience and Directorships During the Past Five Years
Number of Funds in DWS Fund Complex Overseen
 
 
Other Directorships Held by Board Member
Kenneth C. Froewiss (1945)
Chairperson since 2013, 9 and Board Member since 2001
 
Adjunct Professor of Finance, NYU Stern School of Business (September 2009-present; Clinical Professor from 1997-September 2009); Member, Finance Committee, Association for Asian Studies (2002-present); Director, Mitsui Sumitomo Insurance Group (US) (2004-present); prior thereto, Managing Director, J.P. Morgan (investment banking firm) (until 1996)
102
—
William McClayton (1944)
Vice Chairperson since 2013, 9 and Board Member since 2004
 
Private equity investor (since October 2009); previously, Managing Director, Diamond Management & Technology Consultants, Inc. (global consulting firm) (2001-2009); Directorship: Board of Managers, YMCA of Metropolitan Chicago; formerly: Senior Partner, Arthur Andersen LLP (accounting) (1966-2001); Trustee, Ravinia Festival
102
—
John W. Ballantine (1946)
Board Member since 1999
 
Retired; formerly, Executive Vice President and Chief Risk Management Officer, First Chicago NBD Corporation/The First National Bank of Chicago (1996-1998); Executive Vice President and Head of International Banking (1995-1996); former Directorships: Stockwell Capital Investments PLC (private equity); First Oak Brook Bancshares, Inc. and Oak Brook Bank; Prisma Energy International
102
Chairman of the Board, Healthways, Inc. 2 (provider of disease and care management services) (2003- present); Portland General Electric 2 (utility company) (2003- present)
Henry P. Becton, Jr. (1943)
Board Member since 1990
 
Vice Chair and former President, WGBH Educational Foundation. Directorships: Public Radio International; Public Radio Exchange (PRX); The PBS Foundation; North Bennett Street School (Boston); former Directorships: Association of Public Television Stations; Boston Museum of Science; American Public Television; Concord Academy; New England Aquarium; Mass. Corporation for Educational Telecommunications; Committee for Economic Development; Public Broadcasting Service; Connecticut College
102
Lead Director, Becton Dickinson and Company 2 (medical technology company); Lead Director, Belo Corporation 2 (media company)
Dawn-Marie Driscoll (1946)
Board Member since 1987
 
President, Driscoll Associates (consulting firm); Emeritus Executive Fellow, Center for Business Ethics, Bentley University; formerly, Partner, Palmer & Dodge (1988-1990); Vice President of Corporate Affairs and General Counsel, Filene's (1978-1988). Directorships: Director of ICI Mutual Insurance Company (since 2007); Advisory Board, Center for Business Ethics, Bentley University; Chairman of the Board of Trustees, Southwest Florida Community Foundation (charitable organization); former Directorships: Sun Capital Advisers Trust (mutual funds) (2007-2012), Investment Company Institute (audit, executive, nominating committees) and Independent Directors Council (governance, executive committees)
102
—
Keith R. Fox, CFA (1954)
Board Member since 1996
 
Managing General Partner, Exeter Capital Partners (a series of private investment funds) (since 1986). Directorships: Progressive International Corporation (kitchen goods importer and distributor); The Kennel Shop (retailer); former Chairman, National Association of Small Business Investment Companies; former Directorships: BoxTop Media Inc. (advertising); Sun Capital Advisers Trust (mutual funds) (2011-2012)
102
—
Paul K. Freeman (1950)
Board Member since 1993, and Chairperson (2009-Jan. 8, 2013)
 
Consultant, World Bank/Inter-American Development Bank; Executive and Governing Council of the Independent Directors Council (Chairman of Education Committee); formerly: Project Leader, International Institute for Applied Systems Analysis (1998-2001); Chief Executive Officer, The Eric Group, Inc. (environmental insurance) (1986-1998); Directorships: Denver Zoo Foundation (December 2012-present); former Directorships: Prisma Energy International
102
—
Richard J. Herring (1946)
Board Member since 1990
 
Jacob Safra Professor of International Banking and Professor, Finance Department, The Wharton School, University of Pennsylvania (since July 1972); Co-Director, Wharton Financial Institutions Center (since July 2000); Co-Chair, U.S. Shadow Financial Regulatory Committee; Executive Director, Financial Economists Roundtable; formerly: Vice Dean and Director, Wharton Undergraduate Division (July 1995-June 2000); Director, Lauder Institute of International Management Studies (July 2000-June 2006)
102
Director, Japan Equity Fund, Inc. (since September 2007), Thai Capital Fund, Inc. (since 2007), Singapore Fund, Inc. (since September 2007), Independent Director of Barclays Bank Delaware (since September 2010)
Rebecca W. Rimel (1951)
Board Member since 1995
 
President and Chief Executive Officer, The Pew Charitable Trusts (charitable organization) (1994 to present); formerly: Executive Vice President, The Glenmede Trust Company (investment trust and wealth management) (1983-2004); Board Member, Investor Education (charitable organization) (2004-2005); Trustee, Executive Committee, Philadelphia Chamber of Commerce (2001-2007); Director, Viasys Health Care 2 (January 2007-June 2007); Trustee, Thomas Jefferson Foundation (charitable organization) (1994-2012)
102
Director, Becton Dickinson and Company 2 (medical technology company) (2012- present); Director, CardioNet, Inc. 2 (health care) (2009- present)
William N. Searcy, Jr. (1946)
Board Member since 1993
 
Private investor since October 2003; formerly: Pension & Savings Trust Officer, Sprint Corporation 2 (telecommunications) (November 1989-September 2003); Trustee, Sun Capital Advisers Trust (mutual funds) (1998-2012)
102
—
Jean Gleason Stromberg (1943)
Board Member since 1997
 
Retired. Formerly, Consultant (1997-2001); Director, Financial Markets U.S. Government Accountability Office (1996-1997); Partner, Fulbright & Jaworski, L.L.P. (law firm) (1978-1996). Directorships: The William and Flora Hewlett Foundation; former Directorships: Service Source, Inc., Mutual Fund Directors Forum (2002-2004), American Bar Retirement Association (funding vehicle for retirement plans) (1987-1990 and 1994-1996)
102
—
Robert H. Wadsworth
(1940)
Board Member since 1999
 
President, Robert H. Wadsworth & Associates, Inc. (consulting firm) (1983 to present); Director, National Horizon, Inc. (non-profit organization); Director and Treasurer, The Phoenix Boys Choir Association
105
—
 

Interested Board Member and Officer 4
Name, Year of Birth, Position with the Fund and Length of Time Served 1,6
 
Business Experience and Directorships During the Past Five Years
Number of Funds in DWS Fund Complex Overseen
 
 
Other Directorships Held by Board Member
Michael J. Woods 5 (1967)
Board Member since 2013, 9 and Executive Vice President since 2013 9
 
Managing Director, 3 Deutsche Asset & Wealth Management (2009-present); Head of the Americas Asset Management Business for Deutsche Bank, Member of the Asset and Wealth Management ("AWM") Extended Executive Committee, AWM Global Client Group Executive Committee and the AWM Active Asset Management Executive Committee; CEO and US Regional Head of DWS Investments; formerly: Sr. VP, Head of the Financial Intermediaries and Investments Group of Evergreen Investments (2007-2009), CEO and Vice Chairman of Board of Directors of XTF Global Asset Management (2006-2007), Managing Director — US Head of Sub-Advisory and Investment Only Business at Citigroup Asset Management (2000-2006). Mr. Woods is currently a board member of The Children's Village, The Big Brothers Big Sisters Organization, and The Mutual Fund Education Alliance.
38
—
 

Officers 4
Name, Year of Birth, Position with the Fund and Length of Time Served 6
 
Business Experience and Directorships During the Past Five Years
W. Douglas Beck, CFA 7 (1967)
President, 2011-present
 
Managing Director, 3 Deutsche Asset & Wealth Management (2006-present); President of DWS family of funds and Head of Product Management, U.S. for DWS Investments; formerly: Executive Director, Head of Product Management (2002-2006) and President (2005-2006) of the UBS Funds at UBS Global Asset Management; Co-Head of Manager Research/Managed Solutions Group, Merrill Lynch (1998-2002)
John Millette 8 (1962)
Vice President and Secretary, 1999-present
 
Director, 3 Deutsche Asset & Wealth Management
Paul H. Schubert 7 (1963)
Chief Financial Officer, 2004-present
Treasurer, 2005-present
 
Managing Director, 3 Deutsche Asset & Wealth Management (since July 2004); formerly: Executive Director, Head of Mutual Fund Services and Treasurer for UBS Family of Funds (1998-2004); Vice President and Director of Mutual Fund Finance at UBS Global Asset Management (1994-1998)
Caroline Pearson 8 (1962)
Chief Legal Officer, 2010-present
 
Managing Director, 3 Deutsche Asset & Wealth Management; formerly: Assistant Secretary for DWS family of funds (1997-2010)
Melinda Morrow 7 (1970)
Vice President, 2012-present
 
Director, 3 Deutsche Asset & Wealth Management
Hepsen Uzcan 8 (1974)
Assistant Secretary, since 2013 9
 
Vice President, Deutsche Asset & Wealth Management
Paul Antosca 8 (1957)
Assistant Treasurer, 2007-present
 
Director, 3 Deutsche Asset & Wealth Management
Jack Clark 8 (1967)
Assistant Treasurer, 2007-present
 
Director, 3 Deutsche Asset & Wealth Management
Diane Kenneally 8 (1966)
Assistant Treasurer, 2007-present
 
Director, 3 Deutsche Asset & Wealth Management
John Caruso 7 (1965)
Anti-Money Laundering Compliance Officer, 2010-present
 
Managing Director, 3 Deutsche Asset & Wealth Management
Robert Kloby 7 (1962)
Chief Compliance Officer, 2006-present
 
Managing Director, 3 Deutsche Asset & Wealth Management
 
1 The length of time served represents the year in which the Board Member joined the board of one or more DWS funds currently overseen by the Board.
 
2 A publicly held company with securities registered pursuant to Section 12 of the Securities Exchange Act of 1934.
 
3 Executive title, not a board directorship.
 
4 As a result of their respective positions held with the Advisor, these individuals are considered "interested persons" of the Advisor within the meaning of the 1940 Act. Interested persons receive no compensation from the fund.
 
5 The mailing address of Mr. Woods is 60 Wall Street, New York, New York 10005. Mr. Woods is an interested Board Member by virtue of his positions with Deutsche Asset & Wealth Management. As an interested person, Mr. Woods receives no compensation from the fund. Mr. Woods is a board member of the following trusts and corporations: Cash Account Trust, DWS Market Trust, DWS Money Funds, DWS State Tax-Free Income Series, DWS Target Fund, DWS Value Series, Inc., DWS Variable Series II, Investors Cash Trust, Tax-Exempt California Money Market Fund, DWS Global High Income Fund, Inc., DWS High Income Opportunities Fund, Inc., DWS High Income Trust, DWS Multi-Market Income Trust, DWS Municipal Income Trust, DWS Strategic Income Trust and DWS Strategic Municipal Income Trust.
 
6 The length of time served represents the year in which the officer was first elected in such capacity for one or more DWS funds.
 
7 Address: 60 Wall Street, New York, NY 10005.
 
8 Address: One Beacon Street, Boston, MA 02108.
 
9 Effective as of January 9, 2013.
 
The fund's Statement of Additional Information ("SAI") includes additional information about the Board Members. The SAI is available, without charge, upon request. If you would like to request a copy of the SAI, you may do so by calling the following toll-free number: (800) 728-3337.
 
Account Management Resources
 
For More Information
 
The automated telephone system allows you to access personalized account information and obtain information on other DWS funds using either your voice or your telephone keypad. Certain account types within Classes A, B, C and S also have the ability to purchase, exchange or redeem shares using this system.
For more information, contact your financial advisor. You may also access our automated telephone system or speak with a DWS Investments representative by calling:
(800) 728-3337
Web Site
 
www.dws-investments.com
View your account transactions and balances, trade shares, monitor your asset allocation, and change your address, 24 hours a day.
Obtain prospectuses and applications, blank forms, interactive worksheets, news about DWS funds, subscription to fund updates by e-mail, retirement planning information, and more.
Written Correspondence
 
DWS Investments
PO Box 219151
Kansas City, MO 64121-9151
Proxy Voting
 
The fund's policies and procedures for voting proxies for portfolio securities and information about how the fund voted proxies related to its portfolio securities during the 12-month period ended June 30 are available on our Web site — www.dws-investments.com (click on "proxy voting"at the bottom of the page) — or on the SEC's Web site — www.sec.gov. To obtain a written copy of the fund's policies and procedures without charge, upon request, call us toll free at (800) 728-3337.
Portfolio Holdings
 
Following the fund's fiscal first and third quarter-end, a complete portfolio holdings listing is filed with the SEC on Form N-Q. This form will be available on the SEC's Web site at www.sec.gov, and it also may be reviewed and copied at the SEC's Public Reference Room in Washington, D.C. Information on the operation of the SEC's Public Reference Room may be obtained by calling (800) SEC-0330. The fund's portfolio holdings are also posted on www.dws-investments.com from time to time. Please see the fund's current prospectus for more information.
Principal Underwriter
 
If you have questions, comments or complaints, contact:
DWS Investments Distributors, Inc.
222 South Riverside Plaza
Chicago, IL 60606-5808
(800) 621-1148
Investment Management
 
Deutsche Investment Management Americas Inc. ("DIMA" or the "Advisor"), which is part of Deutsche Asset & Wealth Management, is the investment advisor for the fund. DIMA and its predecessors have more than 80 years of experience managing mutual funds and DIMA provides a full range of investment advisory services to both institutional and retail clients.
DIMA is an indirect, wholly owned subsidiary of Deutsche Bank AG. Deutsche Bank AG is a major global banking institution engaged in a wide variety of financial services, including investment management, retail, private and commercial banking, investment banking and insurance.
DWS Investments is the retail brand name in the U.S. for the asset management activities of Deutsche Bank AG and DIMA. As such, DWS is committed to delivering the investing expertise, insight and resources of this global investment platform to American investors.
 

   
Class A
Class B
Class C
Class S
Institutional Class
Nasdaq Symbol
 
SZMAX
SZMBX
SZMCX
SCMTX
SZMIX
CUSIP Number
 
23337X-103
23337X-202
23337X-301
23337X-509
23337X-707
Fund Number
 
445
645
745
2045
1445
 
Notes
 
Notes
 
Notes
 
Notes
 
   
ITEM 2.
CODE OF ETHICS
   
 
As of the end of the period covered by this report, the registrant has adopted a code of ethics, as defined in Item 2 of Form N-CSR, that applies to its Principal Executive Officer and Principal Financial Officer.
 
There have been no amendments to, or waivers from, a provision of the code of ethics during the period covered by this report that would require disclosure under Item 2.
 
A copy of the code of ethics is filed as an exhibit to this Form N-CSR.
   
ITEM 3.
AUDIT COMMITTEE FINANCIAL EXPERT
   
 
The fund’s audit committee is comprised solely of trustees who are "independent" (as such term has been defined by the Securities and Exchange Commission ("SEC") in regulations implementing Section 407 of the Sarbanes-Oxley Act (the "Regulations")). The fund’s Board of Trustees has determined that there are several "audit committee financial experts" (as such term has been defined by the Regulations) serving on the fund’s audit committee including Mr. Paul K. Freeman, the chair of the fund’s audit committee. An “audit committee financial expert” is not an “expert” for any purpose, including for purposes of Section 11 of the Securities Act of 1933 and the designation or identification of a person as an “audit committee financial expert” does not impose on such person any duties, obligations or liability that are greater than the duties, obligations and liability imposed on such person as a member of the audit committee and board of directors in the absence of such designation or identification.
   
ITEM 4.
PRINCIPAL ACCOUNTANT FEES AND SERVICES
   
DWS INTERMEDIATE TAX/AMT FREE FUND
FORM N-CSR DISCLOSURE RE: AUDIT FEES
 
The following table shows the amount of fees that PricewaterhouseCoopers, LLP (“PWC”), the Fund’s independent registered public accounting firm, billed to the Fund during the Fund’s last two fiscal years.  The Audit Committee approved in advance all audit services and non-audit services that PWC provided to the Fund.
 
Services that the Fund’s Indepen dent Registered Public Accounting Firm Billed to the Fund
 
Fiscal Year Ended May 31,
 
Audit Fees Billed to Fund
   
Audit-Related
Fees Billed to Fund
   
Tax Fees Billed to Fund
   
All
Other Fees Billed to Fund
 
2013
  $ 77,597     $ 0     $ 0     $ 0  
2012
  $ 73,880     $ 0     $ 0     $ 0  

“All Other Fees Billed to Fund” were billed for services associated with foreign tax filing.
 
Services that the Fund’s Independent Registered Public Accounting Firm Billed to the Adviser and Affiliated Fund Service Providers
 
The following table shows the amount of fees billed by PWC to Deutsche Investment Management Americas Inc. (“DeIM” or the “Adviser”), and any entity controlling, controlled by or under common control with DeIM (“Control Affiliate”) that provides ongoing services to the Fund (“Affiliated Fund Service Provider”), for engagements directly related to the Fund’s operations and financial reporting, during the Fund’s last two fiscal years.
 
Fiscal Year Ended May 31,
 
Audit-Related
Fees Billed   to Adviser and Affiliated Fund Service Providers
   
Tax Fees Billed to Adviser and Affiliated Fund Service Providers
   
All
Other Fees Billed to Adviser and Affiliated Fund Service Providers
 
2013
  $ 0     $ 51,500     $ 0  
2012
  $ 0     $ 56,300     $ 0  

The “Tax Fees Billed to the Advisor” were billed for services associated with foreign tax filings.
 
Non-Audit Services
 
The following table shows the amount of fees that PWC billed during the Fund’s last two fiscal years for non-audit services. The Audit Committee pre-approved all non-audit services that PWC provided to the Adviser and any Affiliated Fund Service Provider that related directly to the Fund’s operations and financial reporting. The Audit Committee requested and received information from PWC about any non-audit services that PWC rendered during the Fund’s last fiscal year to the Adviser and any Affiliated Fund Service Provider.  The Committee considered this information in evaluating PWC’s independence.

Fiscal Year Ended May 31,
 
Total
Non-Audit Fees Billed to Fund
(A)
   
Total Non-Audit Fees billed to Adviser and Affiliated Fund Service Providers (engagements related directly to the operations and financial reporting of the Fund)
(B)
   
Total Non-Audit Fees billed to Adviser and Affiliated Fund Service Providers (all other engagements)
(C)
   
Total of (A), (B)
and (C)
 
2013
  $ 0     $ 51,500     $ 0     $ 51,500  
2012
  $ 0     $ 56,300     $ 0     $ 56,300  


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

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

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

***
PwC advised the Fund's Audit Committee that it had identified one matter that it determined could be inconsistent with the SEC's auditor independence rules (Rule 2-01(c) of Regulation S-X).   As part of a "Global Migration Support" engagement in which PwC's UK network affiliate ("PwC-UK") provided assistance to Deutsche Bank ("DB") with respect to processing internship applications for DB employees   seeking short term assignments with DB in the UK, PwC-UK paid application fees on behalf of DB for six applicants at 170 pounds each (1,020 pounds in total).  PwC advised the Committee that it believes that this matter did not affect its objectivity or its impartial judgment in conducting its audit and issuing a report on the financial statements of the Fund as the Fund's independent auditor and confirmed its independence under the SEC’s auditor independence rules.   In reaching this conclusion, PwC noted that the engagement team was not aware of the payment of the application fees by PwC-UK and that DB reimbursed PwC-UK for the fees.
 
   
ITEM 5.
AUDIT COMMITTEE OF LISTED REGISTRANTS
   
 
Not applicable
   
ITEM 6.
SCHEDULE OF INVESTMENTS
   
 
Not applicable
   
ITEM 7.
DISCLOSURE OF PROXY VOTING POLICIES AND PROCEDURES FOR CLOSED-END MANAGEMENT INVESTMENT COMPANIES
   
 
Not applicable
   
ITEM 8.
PORTFOLIO MANAGERS OF CLOSED-END MANAGEMENT INVESTMENT COMPANIES
   
 
Not applicable
   
ITEM 9.
PURCHASES OF EQUITY SECURITIES BY CLOSED-END MANAGEMENT INVESTMENT COMPANY AND AFFILIATED PURCHASERS
   
 
Not applicable
   
ITEM 10.
SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
   
 
There were no material changes to the procedures by which shareholders may recommend nominees to the Fund’s Board. The primary function of the Nominating and Governance Committee is to identify and recommend individuals for membership on the Board and oversee the administration of the Board Governance Guidelines. Shareholders may recommend candidates for Board positions by forwarding their correspondence by U.S. mail or courier service to Kenneth C. Froewiss, Independent Chairman, DWS Mutual Funds, P.O. Box 78, Short Hills, NJ 07078.
   
ITEM 11.
CONTROLS AND PROCEDURES
   
 
(a)
The Chief Executive and Financial Officers concluded that the Registrant’s Disclosure Controls and Procedures are effective based on the evaluation of the Disclosure Controls and Procedures as of a date within 90 days of the filing date of this report.
   
 
(b)
There have been no changes in the registrant’s internal control over financial reporting that occurred during the second fiscal quarter of the period covered by this report that has materially affected, or is reasonably likely to materially affect, the registrant’s internal controls over financial reporting.
   
ITEM 12.
EXHIBITS
   
 
(a)(1)
Code of Ethics pursuant to Item 2 of Form N-CSR is filed and attached hereto as EX-99.CODE ETH.
   
 
(a)(2)
Certification pursuant to Rule 30a-2(a) under the Investment Company Act of 1940 (17 CFR 270.30a-2(a)) is filed and attached hereto as Exhibit 99.CERT.
   
 
(b)
Certification pursuant to Rule 30a-2(b) under the Investment Company Act of 1940 (17 CFR 270.30a-2(b)) is furnished and attached hereto as Exhibit 99.906CERT.

Form N-CSR Item F

SIGNATURES

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

Registrant:
DWS Intermediate Tax/AMT Free Fund, a series of DWS Tax Free Trust
   
   
By:
/s/W. Douglas Beck
W. Douglas Beck
President
   
Date:
July 29, 2013


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


By:
/s/W. Douglas Beck
W. Douglas Beck
President
   
Date:
July 29, 2013
   
   
   
By:
/s/Paul Schubert
Paul Schubert
Chief Financial Officer and Treasurer
   
Date:
July 29, 2013