SUPPLEMENT TO THE CURRENTLY EFFECTIVE PROSPECTUSES

                                -----------------


Cash Account Trust                       Cash Reserves Fund Institutional
   Government & Agency                   DWS Money Market Prime Series
     Securities Portfolio                DWS Money Market Series
   Money Market Portfolio                NY Tax Free Money Fund
   Tax-Exempt Portfolio                  Tax-Exempt California Money Market Fund
Cash Management Fund                        Premier Shares
    Institutional                        Tax Free Money Fund Investment
Cash Reserve Fund, Inc.                     Premier Shares
   Prime Series

--------------------------------------------------------------------------------

Important Information Regarding Each of the Above-Noted Funds/Portfolios

The Funds/Portfolios listed above are participating in the U.S. Treasury
Department's (the "Treasury") Temporary Guarantee Program for Money Market Funds
(the "Program").

The Program is designed to protect the value of accounts in the Fund/Portfolio
as of the close of business on September 19, 2008. According to the terms of the
Program, any investment made by a shareholder after September 19, 2008 in excess
of the amount held in the account as of the close of business on that date will
not be covered by the Program. Any purchase of shares of the Funds/Portfolios
for an account opened after September 19, 2008 will also not be covered under
the Program. The Program guarantee will apply to the lesser of (i) the number of
shares held in an account as of the close of business on September 19, 2008, or
(ii) the number of shares held in the account on the date the Program guarantee
is triggered. Subject to certain conditions and limitations, the Program
guarantee is triggered if the Fund's/Portfolio's net asset value per share falls
below $0.995 -- which is commonly referred to as "breaking the buck" -- and the
Fund/Portfolio is liquidated. Guarantee payments under the Program will not
exceed the


May 1, 2009                                               [DWS INVESTMENTS LOGO]
MONEY-3606                                                   Deutsche Bank Group


<PAGE>

amount available within the Treasury's Exchange Stabilization Fund
("ESF") on the date of payment. As of February 28, 2009, ESF assets were
approximately $49.4 billion. The Treasury and the Secretary of the Treasury have
the authority to use assets from the ESF for purposes other than those of the
Program.

The Program had an initial three-month term after which the Treasury had the
option to renew the Program up to September 18, 2009. The Program was initially
in effect until December 18, 2008, was extended on November 24, 2008 until April
30, 2009, and was extended again on March 31, 2009 until September 18, 2009. The
Board of the Funds/Portfolios listed above approved continued participation in
the Program. The Treasury is not expected to extend the Program beyond September
18, 2009.

Each Fund/Portfolio will bear the expense of participating in the Program. The
expense born by a share class of a Fund/Portfolio is determined by the product
of: (i) the total shares outstanding of that particular share class as of
September 19, 2008 valued at $1.00; and (ii) the applicable Program
participation fee rate, which is based upon the market-based net asset value of
the outstanding shares of the applicable share class as of September 19, 2008.
For the initial period ending December 18, 2008, the Program participation fee
rate was equal to either 0.01% or 0.015%. For the Program extension from
December 19, 2008 and ending on April 30, 2009, the Program participation fee
rate was equal to either 0.015% or 0.022%. For continued coverage under the
Program beginning on May 1, 2009 and ending on September 18, 2009, the Program
participation fee rate is equal to either 0.015% or 0.023%.

Neither this prospectus supplement, the above-referenced prospectuses, DWS Funds
nor Deutsche Investment Management Americas Inc., the investment advisor, are in
any manner approved, endorsed, sponsored or authorized by the Treasury. As of
the date of this prospectus supplement, additional information about the
Program, including the consequences of a Fund's/Portfolio's triggering the
Program guarantee, is available at http://www.ustreas.gov.

               Please Retain This Supplement for Future Reference

May 1, 2009
MONEY-3606
                                       2

<PAGE>

PROSPECTUS

May 1, 2009


CASH RESERVE FUND

PRIME SERIES

CASH RESERVE PRIME SHARES

As with all mutual funds, the Securities and Exchange Commission (SEC) does not
approve or disapprove these shares or determine whether the information in this
prospectus is truthful or complete. It is a criminal offense for anyone to
inform you otherwise.
<PAGE>

CONTENTS




<TABLE>
<S>      <C>
  3      The Fund's Main Investment
         Strategy
  5      The Main Risks of Investing in
         the Fund
  9      The Fund's Performance
         History
 10      How Much Investors Pay
 12      Other Policies and Risks
 13      Who Manages and Oversees
         the Fund


</TABLE>
<TABLE>
<S>      <C>
 15      Financial Highlights
 17      Distribution Plan and
         Shareholding Servicing Plan
 17      Buying and Selling Fund
         Shares
 18      Policies You Should Know
         About
 30      Understanding Distributions
         and Taxes
 32      Appendix
</TABLE>

<PAGE>


<TABLE>
<S>                                   <C>
                                        Cash Reserve Prime
                                      Shares
  ticker symbol                         ABRXX
    fund number                         211

    CASH RESERVE FUND-PRIME SERIES


</TABLE>

            THE FUND'S MAIN INVESTMENT STRATEGY

            The fund is a feeder fund that invests substantially all of its
            assets in a "master portfolio," the Cash Management Portfolio (the
            "Portfolio"), which will invest directly in securities and other
            instruments. References to the fund may refer to actions undertaken
            by the Portfolio.

            The fund's goal is to seek a high level of current income
            consistent with liquidity and the preservation of capital. The
            fund, through the Portfolio, seeks to achieve its goal by investing
            in high quality short-term money market instruments.

            Although the fund seeks to maintain a share price of $1.00 per
            share, it is possible to lose money by investing in the fund. All
            money market instruments, including US government obligations, can
            change in value when interest rates change or an issuer's
            creditworthiness changes.

            The fund maintains a dollar-weighted average maturity of 90 days or
            less. The fund is managed in accordance with Rule 2a-7 under the
            Investment Company Act of 1940, as amended.

            The fund follows policies designed to maintain a stable share
            price:

            -  Fund securities are denominated in US dollars and have remaining
               maturities of 397 days (about 13 months) or less at the time of
               purchase. The fund may also invest in securities that have
               features that have the effect of reducing their maturities to
               397 days or less at the time of purchase.

            -  The fund buys US government debt obligations, money market
               instruments and other debt obligations that at the time of
               purchase:


                                             Cash Reserve Fund-Prime Series  | 3
<PAGE>

               - have received one of the two highest short-term ratings from
                 two nationally recognized statistical rating organizations
                 (NRSROs) or one NRSRO if that NRSRO is the only NRSRO that
                 rates such obligations;

               - are unrated, but are deemed by the Advisor to be of comparable
                 quality to one of the two highest short-term ratings; or

               - have no short-term rating, but are rated in one of the top
                 three highest long-term rating categories by a NRSRO or are
                 deemed by the Advisor to be of comparable quality.


            Principal investments

            The fund invests in the following investments through the
            Portfolio.

            The fund may invest in high quality, short-term, US dollar
            denominated money market instruments paying a fixed, variable or
            floating interest rate. These include:

            -  Debt obligations issued by US and foreign banks, financial
               institutions, corporations or other entities, including
               certificates of deposit, euro-time deposits, commercial paper
               (including asset-backed commercial paper), notes, funding
               agreements and US government securities. Securities that do not
               satisfy the maturity restrictions for a money market fund may be
               specifically structured so that they are eligible investments
               for money market funds. For example, some securities have
               features which have the effect of shortening the security's
               maturity.

            -  US government securities that are issued or guaranteed by the US
               Treasury, or by agencies or instrumentalities of the US
               government.

            -  Repurchase agreements, which are agreements to buy securities at
               one price, with a simultaneous agreement to sell back the
               securities at a future date at an agreed-upon price.

            -  Asset-backed securities, which are generally participations in a
               pool of assets whose payment is derived from the payments
               generated by the underlying assets. Payments on the asset-backed
               security generally consist of interest and/
               or principal.

4 | Cash Reserve Fund-Prime Series
<PAGE>

            The fund will invest more than 25% of its total assets in the
            obligations of banks and other financial institutions that meets
            the fund's eligibility requirements.

            The fund may invest up to 10% of its total assets in other money
            market mutual funds in accordance with applicable regulations.

            SECURITIES LENDING. The fund may lend its investment securities in
            an amount up to 33 1/3% of its total assets to approved
            institutional borrowers who need to borrow securities in order to
            complete certain transactions.

            Working in consultation with the portfolio managers, a credit team
            screens potential securities and develops a list of those that the
            fund may buy. The portfolio managers, looking for attractive yield
            and weighing considerations such as credit quality, economic
            outlooks and possible interest rate movements, then decide which
            securities on this list to buy. The portfolio managers may adjust
            the fund's exposure to interest rate risk, typically seeking to
            take advantage of possible rises in interest rates and to preserve
            yield when interest rates appear likely to fall.


            THE MAIN RISKS OF INVESTING IN THE FUND

            There are several risk factors that could reduce the yield you get
            from the fund, cause the fund's performance to trail that of other
            investments, or cause you to lose money.

            The fund is exposed to the risk factors below even though the
            Portfolio, not the fund, invests directly in the individual
            securities.

            MONEY MARKET FUND RISK. An investment in the fund is not insured or
            guaranteed by the FDIC or any other government agency. Although the
            fund seeks to preserve the value of your investment at $1.00 per
            share, this share price isn't guaranteed and you could lose money
            by investing in the fund. The share price of money market funds can
            fall below the $1.00 share price. You should not rely on or expect
            the Advisor to enter into support agreements or take other actions
            to maintain the fund's $1.00 share price. The credit quality of the
            fund's holdings can change rapidly in certain markets, and the
            default of a single holding could have an adverse impact on the
            fund's share price. The fund's share price can also be negatively
            affected during periods of high redemption


                                             Cash Reserve Fund-Prime Series  | 5
<PAGE>

            pressures and/or illiquid markets. The actions of a few large
            investors in one class of shares of the fund may have a significant
            adverse effect on the share prices of all classes of shares of the
            fund.

            INTEREST RATE RISK. Money market instruments, like all debt
            securities, face the risk that the securities will decline in value
            because of changes in interest rates. Generally, investments
            subject to interest rate risk will decrease in value when interest
            rates rise and increase in value when interest rates decline. To
            reduce such price fluctuations, the fund limits the dollar-weighted
            average maturity of the securities held by the fund to 90 days or
            less. Generally, the price of short-term investments fluctuates
            less than longer-term investments. Income earned on floating or
            variable rate securities may vary as interest rates decrease or
            increase.

            CREDIT RISK. A money market instrument's credit quality depends on
            the issuer's ability to pay interest on the security and repay the
            debt; the lower the credit rating, the greater the risk that the
            security's issuer will default, or fail to meet its payment
            obligations. The credit risk of a security may also depend on the
            credit quality of any bank or financial institution that provides
            credit enhancement for it. To reduce credit risk, the fund only
            buys high quality securities. Also, the fund only buys securities
            with remaining maturities of 397 days (approximately 13 months) or
            less. This reduces the risk that the issuer's creditworthiness will
            change, or that the issuer will default on the principal and
            interest payments of the obligation. Additionally, some securities
            issued by US government agencies or instrumentalities are supported
            only by the credit of that agency or instrumentality. There is no
            guarantee that the US government will provide support to such
            agencies or instrumentalities and such securities may involve risk
            of loss of principal and interest. Securities that rely on third
            party guarantors to raise their credit quality could fall in price
            or go into default if the financial condition of the guarantor
            deteriorates.

            MARKET RISK. Although individual securities may outperform the
            market, the entire market may decline as a result of rising
            interest rates, regulatory developments or deteriorating economic
            conditions.


6 | Cash Reserve Fund-Prime Series
<PAGE>

            SECURITY SELECTION RISK. While the fund invests in short-term
            securities, which by their nature are relatively stable
            investments, the risk remains that the securities in which the fund
            invests will not perform as expected. This could cause the fund's
            returns to lag behind those of similar money market mutual funds.

            REPURCHASE AGREEMENT RISK. A repurchase agreement exposes the fund
            to the risk that the party that sells the securities may default on
            its obligation to repurchase them. In this circumstance, the fund
            can lose money because:

            -  it cannot sell the securities at the agreed-upon time and price;
               or

            -  the securities lose value before they can be sold.

            The fund seeks to reduce this risk by monitoring the
            creditworthiness of the sellers with whom it enters into repurchase
            agreements. The fund also monitors the value of the securities to
            ensure that they are at least equal to the total amount of the
            repurchase obligations, including interest and accrued interest.

            CONCENTRATION RISK. Because the fund will invest more than 25% of
            its total assets in the obligations of banks and other financial
            institutions, it may be vulnerable to setbacks in that industry.
            Banks and other financial institutions are highly dependent on
            short-term interest rates and can be adversely affected by
            downturns in the US and foreign economies or changes in banking
            regulations.

            PREPAYMENT RISK. A bond issuer, such as an issuer of asset-backed
            securities, may retain the right to pay off a high yielding bond
            before it comes due. In that event, the fund may have to reinvest
            the proceeds at lower interest rates. Thus, prepayment may reduce
            the fund's income. It may also create a capital gains tax
            liability, because bond issuers usually pay a premium for the right
            to pay off bonds early.

            FOREIGN INVESTMENT RISK. The fund may invest in money market
            instruments of foreign issuers that are denominated in US dollars.
            Foreign investments involve certain special risks, such as
            unfavorable political and legal developments, limited financial
            information, regulatory risk and economic and financial
            instability.


                                             Cash Reserve Fund-Prime Series  | 7
<PAGE>

            SECURITIES LENDING RISK. Any loss in the market price of securities
            loaned by the fund that occurs during the term of the loan would be
            borne by the fund and would adversely affect the fund's
            performance. Also, there may be delays in recovery of securities
            loaned or even a loss of rights in the collateral should the
            borrower of the securities fail financially while the loan is
            outstanding. However, loans will be made only to borrowers selected
            by the fund's delegate after a review of relevant facts and
            circumstances, including the creditworthiness of the borrower.


8 | Cash Reserve Fund-Prime Series
<PAGE>

THE FUND'S PERFORMANCE HISTORY

While a fund's past performance isn't necessarily a sign of how it will do in
the future, it can be valuable for an investor to know.

The bar chart shows how the performance of the fund has varied from year to
year, which may give some idea of risk. The table shows how the fund's returns
over different periods average out. The "total return" of a fund is the change
in the value of an investment in the fund over a given period. Average annual
returns are calculated by averaging the year-by-year returns of the fund over a
given period. All figures include the effects of the fund's expenses and assume
reinvestment of dividends and distributions. As always, past performance is no
guarantee of future results.

The 7-DAY YIELD, which is often referred to as the "current yield," is the
income generated by the fund over a seven-day period. This amount is then
annualized, which means that we assume the fund generates the same income every
week for a year. To learn the current yield, investors may call (800) 231-8568.


Effective May 14, 2007, some of the fund's investment strategies changed. The
fund's past performance would have been different if the fund was managed using
the current strategies.

Cash Reserve Fund - Prime Series

ANNUAL TOTAL RETURN (%) AS OF 12/31 EACH YEAR - Cash Reserve Prime Shares

[BAR GRAPHIC OMITTED HERE]

[BAR GRAPHIC DATA]

<TABLE>
<S>       <C>       <C>       <C>       <C>       <C>       <C>       <C>       <C>       <C>
 4.65      5.95      3.72      1.25      0.57      0.77      2.62      4.42     4.77      2.28
1999      2000      2001      2002      2003      2004      2005      2006      2007      2008
</TABLE>





<TABLE>
<CAPTION>
2009 TOTAL RETURN AS OF MARCH 31:0.09%
<S>                                        <C>
FOR THE PERIODS INCLUDED IN THE BAR CHART:
BEST QUARTER: 1.54%, Q4 2000               WORST QUARTER: 0.11%, Q3 2003
</TABLE>


AVERAGE ANNUAL TOTAL RETURNS (%) as of 12/31/2008



<TABLE>
<CAPTION>
      1 YEAR           5 YEARS      10 YEARS
<S>                   <C>          <C>
             2.28         2.96         3.09
</TABLE>


Total returns would have been lower if operating expenses hadn't been reduced.

                                             Cash Reserve Fund-Prime Series  | 9
<PAGE>

HOW MUCH INVESTORS PAY

The table below describes the fees and expenses that you may pay if you buy and
hold fund shares. This information doesn't include any fees that may be charged
by your financial advisor.


<TABLE>
<CAPTION>
FEE TABLE
<S>                                       <C>
 SHAREHOLDER FEES, paid directly from
 your investment                             None
__________________________________________________
 ANNUAL OPERATING EXPENSES, deducted
 from fund assets
___________________________________________________
 Management Fee 1                             0.12%
 Distribution/Service (12b-1) Fee             0.25
 Other Expenses 2,3                           0.31
 TOTAL ANNUAL OPERATING EXPENSES4             0.68
 Less Fee Waiver/Expense
 Reimbursements 5,6                           0.02
 NET ANNUAL OPERATING EXPENSES 7              0.66
</TABLE>


1  The management fee is paid at the Portfolio level.

2  "Other Expenses" include an administrative services fee paid to the Advisor
   in the amount of 0.10% from the fund and 0.03% from the Portfolio.

3  Total Annual Operating Expenses reflect the actual expenses incurred during
   the fund's most recent fiscal year and include a portion of the fee paid by
   the fund for its participation in the U.S. Treasury Department's Temporary
   Guarantee Program (the "Program"), which has been extended through
   September 18, 2009. The cost of the fund's participation in the Program in
   2008 equaled 0.01% of average net assets. Based on net assets as of April
   15, 2009, the estimated annualized cost of the fund's participation in the
   Program in 2009 is 0.04%. Actual expenses may be different. The fees paid
   by the fund for participating in the Program are excluded from the Fund's
   expense limitation.

4  Information on the annual operating expenses reflects the expenses of both
   the fund and the Portfolio.

5  The Portfolio's Advisor has contractually agreed through July 29, 2010 to
   waive all or a portion of its management fee and reimburse or pay certain
   operating expenses (excluding certain expenses such as extraordinary
   expenses, taxes, brokerage and interest expenses) to the extent necessary
   to maintain the annual expenses of the Portfolio at 0.15% of the
   Portfolio's average daily net assets. (A further discussion of the
   relationship between the fund and the Portfolio appears in the "Who Manages
   and Oversees the Fund - Organizational Structure" section of this
   prospectus.)

6  Through May 13, 2010, the Advisor has contractually agreed to waive all or
   a portion of its management fee and reimburse or pay operating expenses of
   the fund to the extent necessary to maintain the fund's total operating
   expenses at 0.68% for Institutional Class shares, excluding certain
   expenses such as extraordinary expenses, taxes, brokerage and interest.

7  From time to time, the Advisor may voluntarily waive or reimburse certain
   operating expenses of the Portfolio and/or the fund. These voluntary
   waivers or reimbursements may be terminated at any time at the option of
   the Advisor.

10 | Cash Reserve Fund-Prime Series
<PAGE>

Based on the costs above (including one year of capped expenses in each
period), this example helps you compare the expenses of the fund to those of
other mutual funds. This example assumes operating expenses remain the same. It
also assumes that you invested $10,000, earned 5% annual returns and reinvested
all dividends and distributions and sold your shares at the end of each period.
This is only an example; actual expenses will be different.


<TABLE>
<CAPTION>
1 YEAR           3 YEARS      5 YEARS      10 YEARS
<S>             <C>          <C>          <C>
 $      67         $216         $377         $845
</TABLE>



                                            Cash Reserve Fund-Prime Series  | 11
<PAGE>

OTHER POLICIES AND RISKS

           While the previous pages describe the main points of the fund's
           strategy and risks, there are a few other issues to know about:

           -  Although major changes tend to be infrequent, the fund's Board
              could change the fund's investment objective without seeking
              shareholder approval.


           For more information

           This prospectus doesn't tell you about every policy or risk of
           investing in the fund.

           If you want more information on the fund's allowable securities and
           investment practices and the characteristics and risks of each one,
           you may want to request a copy of the Statement of Additional
           Information (the back cover tells you how to do this).

           Keep in mind that there is no assurance that the fund will achieve
           its objective.

           A complete list of the fund's portfolio holdings is posted twice
           each month on www.dws-investments.com (the Web site does not form a
           part of this prospectus). Portfolio holdings as of the 15th day of
           each month are posted to the Web site on or after month-end and
           portfolio holdings as of each month-end are posted to the Web site
           on or after the 14th day of the following month. More frequent
           posting of portfolio holdings information may be made from time to
           time on www.dws-investments.com. The posted portfolio holdings
           information is available by fund and generally remains accessible at
           least until the date on which the fund files its Form N-CSR or N-Q
           with the Securities and Exchange Commission for the period that
           includes the date as of which the posted information is current. The
           fund also may post on the Web site, on the same or a more frequent
           basis, various depictions of portfolio characteristics such as the
           allocation of the portfolio across various security types, market
           sectors and sub-sectors and maturities and risk characteristics of
           the portfolio. The fund's Statement of Additional Information
           includes a description of the fund's policies and procedures with
           respect to the disclosure of the fund's portfolio holdings.


12 | Other Policies and Risks
<PAGE>

WHO MANAGES AND OVERSEES THE FUND


           The investment advisor

           Deutsche Investment Management Americas Inc. ("DIMA" or the
           "Advisor"), with headquarters at 345 Park Avenue, New York, NY
           10154, is the investment advisor for the fund and the Portfolio.
           Under the oversight of the Board, the Advisor makes investment
           decisions, buys and sells securities for the fund and the Portfolio
           and conducts research that leads to these purchase and sale
           decisions. The Advisor provides a full range of global investment
           advisory services to institutional and retail clients.

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

           Deutsche Asset Management is a global asset management organization
           that offers a wide range of investing expertise and resources,
           including hundreds of portfolio managers and analysts and an office
           network that reaches the world's major investment centers. This
           well-resourced global investment platform brings together a wide
           variety of experience and investment insight across industries,
           regions, asset classes and investing styles.

           The Advisor is an indirect, wholly owned subsidiary of Deutsche Bank
           AG. Deutsche Bank AG is a major global banking institution that is
           engaged in a wide range of financial services, including investment
           management, mutual funds, retail, private and commercial banking,
           investment banking and insurance.

           MANAGEMENT FEE. The Advisor receives a management fee from the
           Portfolio. Pursuant to the master/feeder structure noted earlier in
           this prospectus, for the most recent fiscal year, the Portfolio paid
           0.09% (reflects the effects of expense limitations and/or fee
           waivers then in effect) as a percentage of average daily net assets.


           A discussion regarding the basis for the Board's approval of the
           investment management agreements for the Portfolio and the fund,
           respectively, is contained in the most recent shareholder report for
           the annual period ended December 31 (see "Shareholder reports" on
           the back cover).


                                         Who Manages and Oversees the Fund  | 13
<PAGE>

           Under a separate administrative services agreement between the fund
           and the Advisor, the fund pays the Advisor a fee for providing most
           of the fund's administrative services. In addition, the Portfolio
           has a separate administrative services agreement with the Advisor
           pursuant to which the Portfolio pays the Advisor for certain
           administrative services.

           ORGANIZATIONAL STRUCTURE. The fund is a "feeder fund" that invests
           substantially all of its assets in a "master portfolio." The fund
           and the Portfolio have the same investment objective. The Portfolio
           is advised by DIMA. The Portfolio may accept investments from other
           feeder funds. Each feeder fund bears the Portfolio's expenses in
           proportion to that feeder fund's assets. Each feeder fund can set
           its own transaction minimums, fund-specific expenses and other
           conditions. The fund's board members may determine to withdraw the
           fund's assets from the Portfolio if they believe doing so is in the
           shareholders' best interests. If the board members withdraw the
           fund's assets, they would then consider whether the fund should hire
           its own investment advisor, invest in a different master portfolio
           or take other action.


           The portfolio managers

           A group of investment professionals is responsible for the day-to-day
           management of the fund. These investment professionals have a broad
           range of experience managing money market funds.


14 | Who Manages and Oversees the Fund
<PAGE>

FINANCIAL HIGHLIGHTS

The financial highlights are designed to help you understand recent financial
performance. The figures in the first part of the table are for a single share.
The total return figures represent the percentage that an investor in the fund
would have earned (or lost), assuming all dividends and distributions were
reinvested. This information has been audited by PricewaterhouseCoopers LLP,
independent registered public accounting firm, whose report, along with the
fund's financial statements, is included in the fund's annual report (see
"Shareholder reports" on the back cover).


                                                      Financial Highlights  | 15
<PAGE>

Cash Reserve Fund - Cash Reserve Prime Shares


<TABLE>
<CAPTION>
YEARS ENDED DECEMBER 31,           2008        2007a        2007c      2006c      2005c      2004c
<S>                             <C>        <C>           <C>        <C>        <C>        <C>
SELECTED PER SHARE DATA
--------------------------------------------------------------------------------------------------
NET ASSET VALUE, BEGINNING
OF PERIOD                        $  1.00     $   1.00     $  1.00    $  1.00    $  1.00    $  1.00
-------------------------------  -------     --------     -------    -------    -------    -------
Income from investment
operations:
  Net investment income              .023         .035        .046       .031       .011       .005
_______________________________  ________    _________    ________   ________   ________   ________
  Net realized and unrealized
  gain (loss)e                         -            -           -          -          -          -
-------------------------------  --------    ---------    --------   --------   --------   --------
  Total from investment
  operations                         .023         .035        .046       .031       .011       .005
_______________________________  ________    _________    ________   ________   ________   ________
Less distributions from:
  Net investment income           ( .023)      ( .035)     ( .046)    ( .031)    ( .011)    ( .005)
_______________________________  ________    _________    ________   ________   ________   ________
NET ASSET VALUE, END OF
PERIOD                           $  1.00     $   1.00     $  1.00    $  1.00    $  1.00    $  1.00
-------------------------------  --------    ---------    --------   --------   --------   --------
Total Return (%)                  2.28b        3.57 b**    4.65b        3.11       1.12        .47
-------------------------------  --------    ---------    --------   --------   --------   --------
RATIOS TO AVERAGE NET ASSETS AND SUPPLEMENTAL DATA
-----------------------------------------------------------------------------------------  --------
Net assets, end of period
($ in millions)                    1,173        1,364       2,104      2,035      2,275      2,666
_______________________________  ________    _________    ________   ________   ________   ________
Ratio of expenses before
expense reductions, including
expenses allocated from Cash
Management Portfolio (%)d            .68          .67*        .71        .69        .69        .67
_______________________________  ________    _________    ________   ________   ________   ________
Ratio of expenses after
expense reductions, including
expenses allocated from Cash
Management Portfolio (%)d            .64          .65*        .71        .69        .69        .67
_______________________________  ________    _________    ________   ________   ________   ________
Ratio of net investment
income (%)                          2.35         4.67*       4.56       3.06       1.07        .51
-------------------------------  --------    ---------    --------   --------   --------   --------
</TABLE>


a  For the period from April 1, 2007 through December 31, 2007. The fund
   changed its fiscal year end from March 31 to December 31.

b  Total return would have been lower had certain expenses not been reduced.

c  For the years ended March 31.

d  On May 14, 2007, Cash Reserve Fund - Prime Series became a feeder of Cash
   Management Portfolio. Expense ratios disclosed prior to December 31, 2007
   are for Cash Reserve Fund - Prime Series as a stand-alone fund.

e  Amount is less than $.0005.

*  Annualized

** Not annualized

16 | Financial Highlights
<PAGE>

DISTRIBUTION PLAN AND SHAREHOLDING SERVICING PLAN

           The fund has adopted plans under Rule 12b-1 that allow it to pay
           your securities dealer or service agent distribution and other fees
           for the sale of its shares and for shareholder services. The fund
           pays a distribution fee equal to 0.25% annually of average daily net
           assets. Because distribution fees are continuous in nature, they
           will, over time, increase the cost of your investment and may cost
           you more than paying other types of sales charges.

           The fund has adopted a shareholder service plan. Under the terms of
           the shareholder service plan, the fund will pay the Distributor an
           annual service fee of 0.07% of average daily net assets. The
           Distributor will use the service fee to pay third parties for
           services for which they are not otherwise being compensated under
           the applicable 12b-1 Plan.


BUYING AND SELLING FUND SHARES

           TO PURCHASE SHARES. You may buy and sell shares of the fund through
           securities dealers and authorized financial advisors. The price at
           which you buy and sell shares is based on the next calculation of
           the fund Net Asset Value ("NAV") after the order is received by your
           securities dealer or financial advisor.

           You may buy series shares through your securities dealer or through
           any financial institution authorized to act as a financial advisor.
           Contact them for details on how to enter and pay for your order.

           INVESTMENT MINIMUMS are as follows:

           Minimum initial investment: $1,500

           Minimum additional investment: No minimum amount

           The fund and its service providers reserve the right, from time to
           time in their sole discretion, to waive or reduce the investment
           minimums.

           AUTOMATIC INVESTMENT AND REDEMPTION PROGRAM. Your securities dealer
           or financial advisor may have established a special procedure to
           automatically invest proceeds from the sale of securities and other
           credit balances in your account in shares of the series you have
           selected and to redeem shares of the series you own to pay for
           securities purchases. Contact your securities dealer or financial
           advisor for details.


                         Distribution Plan and Shareholding Servicing Plan  | 17
<PAGE>

           TO REDEEM SHARES. You may redeem each series' shares through your
           securities dealer or financial advisor. Contact them for details on
           how to enter your order and for information as to how you will be
           paid.

           Your securities dealer or financial advisor may require the
           following documents before redeeming your shares:

           -  A letter of instruction including a signature guarantee, if you
              are redeeming shares worth more than $100,000. The letter must
              specify your account number and the number of shares or dollar
              amount you wish to redeem. The letter must be signed by all
              account owners of the shares exactly as their names appear on the
              account.

           A signature guarantee is required if you are redeeming shares and
           you request that the check be mailed to an address other than the
           one on record. A signature guarantee is simply a certification of
           your signature - a valuable safeguard against fraud. You can get a
           signature guarantee from an eligible guarantor institution,
           including commercial banks, savings and loans, trust companies,
           credit unions, member firms of a national stock exchange, or any
           member or participant of an approved signature guarantor program.
           Note that you can't get a signature guarantee from a notary public
           and you must provide the original guarantee.

           -  Any additional documents that may be required if your account is
              in the name of a corporation, partnership, trust or fiduciary.


POLICIES YOU SHOULD KNOW ABOUT

           Along with the information on the previous pages, the policies below
           may affect you as a shareholder. Some of this information, such as
           the section on distributions and taxes, applies to all investors,
           including those investing through a financial advisor.

           If you are investing through a financial advisor or through a
           retirement plan, check the materials you received from them about
           how to buy and sell shares because particular financial advisors or
           other intermediaries may adopt policies, procedures or limitations
           that are separate from those described by the fund. Please note that
           a financial advisor may charge fees separate from those charged by
           the fund and may be compensated by the fund.


18 | Policies You Should Know About
<PAGE>

           Keep in mind that the information in this prospectus applies only to
           the shares offered herein. Other share classes are described in
           separate prospectuses and have different fees, requirements and
           services.

           In order to reduce the amount of mail you receive and to help reduce
           expenses, we generally send a single copy of any shareholder report
           and prospectus to each household. If you do not want the mailing of
           these documents to be combined with those for other members of your
           household, please contact your financial advisor or call (800)
           231-8568.


           Financial intermediary support payments

           The Advisor, DWS Investments Distributors, Inc. (the "Distributor")
           and/or their affiliates may pay additional compensation, out of
           their own assets and not as an additional charge to the fund, to
           selected affiliated and unaffiliated brokers, dealers, participating
           insurance companies or other financial intermediaries ("financial
           advisors") in connection with the sale and/or distribution of fund
           shares or the retention and/or servicing of fund investors and fund
           shares ("revenue sharing"). Such revenue sharing payments are in
           addition to any distribution or service fees payable under any Rule
           12b-1 or service plan of the fund, any record keeping/sub-transfer
           agency/networking fees payable by the fund (generally through the
           Distributor or an affiliate) and/or the Distributor to certain
           financial advisors for performing such services and any sales
           charge, commissions, non-cash compensation arrangements expressly
           permitted under applicable rules of the Financial Industry
           Regulatory Authority or other concessions described in the fee table
           or elsewhere in this prospectus or the Statement of Additional
           Information as payable to all financial advisors. For example, the
           Advisor, the Distributor and/or their affiliates may compensate
           financial advisors for providing the fund with "shelf space" or
           access to a third party platform or fund offering list or other
           marketing programs, including, without limitation, inclusion of the
           fund on preferred or recommended sales lists, mutual fund
           "supermarket" platforms and other formal sales programs; granting
           the Distributor access to the financial advisor's sales force;
           granting the Distributor access to the financial advisor's
           conferences and meetings; assistance in training and educating the
           financial advisor's personnel; and obtaining other forms of
           marketing support.


                                            Policies You Should Know About  | 19
<PAGE>

           The level of revenue sharing payments made to financial advisors may
           be a fixed fee or based upon one or more of the following factors:
           gross sales, current assets and/or number of accounts of the fund
           attributable to the financial advisor, the particular fund or fund
           type or other measures as agreed to by the Advisor, the Distributor
           and/or their affiliates and the financial advisors or any
           combination thereof. The amount of these revenue sharing payments is
           determined at the discretion of the Advisor, the Distributor and/or
           their affiliates from time to time, may be substantial, and may be
           different for different financial advisors based on, for example,
           the nature of the services provided by the financial advisor.

           The Advisor, the Distributor and/or their affiliates currently make
           revenue sharing payments from their own assets in connection with
           the sale and/or distribution of DWS fund shares or the retention
           and/or servicing of investors and DWS fund shares to financial
           advisors in amounts that generally range from .01% up to .50% of
           assets of the fund serviced and maintained by the financial advisor,
           .05% to .25% of sales of the fund attributable to the financial
           advisor, a flat fee of $13,350 up to $500,000, or any combination
           thereof. These amounts are subject to change at the discretion of
           the Advisor, the Distributor and/or their affiliates. Receipt of, or
           the prospect of receiving, this additional compensation may
           influence your financial advisor's recommendation of the fund or of
           any particular share class of the fund. You should review your
           financial advisor's compensation disclosure and/or talk to your
           financial advisor to obtain more information on how this
           compensation may have influenced your financial advisor's
           recommendation of the fund. Additional information regarding these
           revenue sharing payments is included in the fund's Statement of
           Additional Information, which is available to you on request at no
           charge (see the back cover of this prospectus for more information
           on how to request a copy of the Statement of Additional
           Information).

           The Advisor, the Distributor and/or their affiliates may also make
           such revenue sharing payments to financial advisors under the terms
           discussed above in connection with the distribution of both DWS
           funds and non-DWS funds by financial advisors to retirement plans
           that obtain record keeping services from ADP, Inc. on the DWS
           Investments branded retirement plan platform (the "Platform") with
           the level of revenue sharing payments


20 | Policies You Should Know About
<PAGE>

           being based upon sales of both the DWS funds and the non-DWS funds
           by the financial advisor on the Platform or current assets of both
           the DWS funds and the non-DWS funds serviced and maintained by the
           financial advisor on the Platform.

           It is likely that broker-dealers that execute portfolio transactions
           for the fund will include firms that also sell shares of the DWS
           funds to their customers. However, the Advisor will not consider
           sales of DWS fund shares as a factor in the selection of
           broker-dealers to execute portfolio transactions for the DWS funds.
           Accordingly, the Advisor has implemented policies and procedures
           reasonably designed to prevent its traders from considering sales of
           DWS fund shares as a factor in the selection of broker-dealers to
           execute portfolio transactions for the fund. In addition, the
           Advisor, the Distributor and/or their affiliates will not use fund
           brokerage to pay for their obligation to provide additional
           compensation to financial advisors as described above.


           Policies about transactions


           To help the government fight the funding of terrorism and money
           laundering activities, federal law requires all financial
           institutions to obtain, verify and record information that
           identifies each person who opens an account. What this means to you:
           When you open an account, we will ask for your name, address, date
           of birth and other information that will allow us to identify you.
           Some or all of this information will be used to verify the identity
           of all persons opening an account.

           We might request additional information about you (which may include
           certain documents, such as articles of incorporation for companies)
           to help us verify your identity and, in some cases, the information
           and/or documents may be required to conduct the verification. The
           information and documents will be used solely to verify your
           identity.

           We will attempt to collect any missing required and requested
           information by contacting you or your financial advisor. If we are
           unable to obtain this information within the time frames established
           by the fund, then we may reject your application and order.


                                            Policies You Should Know About  | 21
<PAGE>

           The fund will not invest your purchase until all required and
           requested identification information has been provided and your
           application has been submitted in "good order." After we receive all
           the information, your application is deemed to be in good order and
           we accept your purchase, you will receive the net asset value per
           share next calculated.

           If we are unable to verify your identity within time frames
           established by the fund, after a reasonable effort to do so, you
           will receive written notification.

           With certain limited exceptions, only US residents may invest in the
           fund.

           Because orders placed through a financial advisor must be forwarded
           to the transfer agent before they can be processed, you'll need to
           allow extra time. Your financial advisor should be able to tell you
           approximately when your order will be processed. It is the
           responsibility of your financial advisor to forward your order to
           the transfer agent in a timely manner.

           TRANSACTION PROCESSING. Except as provided below, purchase,
           redemption and exchange orders must be received in good order by
           4:00 p.m. Eastern time (or prior to the close of the fund, if the
           New York Stock Exchange closes early on such date) on a business day
           on which the fund is open in order to be effective on that day;
           otherwise such orders will be effective on the next business day.
           However, on a normal business day that the fund calculates its share
           price at 5:00 p.m. Eastern time as provided below, purchase orders
           with payment sent by wire and redemption orders with proceeds to be
           sent by wire, ACH or by check that are communicated by
           telephone (but not by the Automated Information Line) and are
           received in good order by 5:00 p.m. Eastern time on a business day
           will be effective on that business day.

           Orders for the purchase of shares by wire transfer will normally be
           effective at the share price next computed after receipt of the wire
           transfer of the amount to be invested. If a wire transfer purchase
           order is received in good order before 5:00 p.m. Eastern time, it
           will normally receive the dividend for that day.


22 | Policies You Should Know About
<PAGE>

           Shareholders known to the fund may notify the Service Center in
           advance of their wire transfer purchase by calling the Service
           Center prior to the 5:00 p.m. Eastern time cut-off time and provide
           the amount of the order. The investor will receive a confirmation
           number for the trade. If the fund receives the wire transfer before
           the close of the Federal Funds wire system, the trade will be
           entitled to that day's dividend. If the fund does not receive the
           wire transfer by the close of the Federal Funds wire system, the
           trade may not receive the dividend for that day and, depending upon
           the circumstances, the trade may receive the dividend for the
           following business day or may be canceled or rejected and, in any
           case, the investor may be charged for any losses or fees that
           result, which may be paid by deductions from their account or
           otherwise. The fund's Distributor may refuse to allow any investor
           to trade with the fund in this manner and may require that the wire
           transfer of purchase proceeds be received before the trade is
           considered in good order.

           Investments by check will be effective on the business day following
           receipt and will earn dividends the following business day. If you
           pay for shares by check and the check fails to clear, we have the
           right to cancel your order, hold you liable or charge you or your
           account for any losses or fees the fund or its agents have incurred.


           Orders processed through dealers or other financial services firms
           via Fund/SERV will be effected at the share price calculated on the
           trade day (normally the date the order is received). Purchases
           processed via Fund/SERV will begin earning dividends on the day the
           fund receives the payment (typically the next business day). For
           redemptions processed via Fund/SERV, you generally will receive
           dividends accrued up to, but not including, the business day that
           payment for your shares is made.

           When selling shares, shareholders generally receive dividends up to,
           but not including, the business day following the day on which the
           shares were sold. To sell shares, you must state whether you would
           like to receive the proceeds by wire or check.

           In order to receive proceeds by wire, contact the Service Center
           before 5:00 p.m. Eastern time. After you inform the Service Center
           of the amount of your redemption, you will receive a trade
           confirmation number. If the fund receives a sell request


                                            Policies You Should Know About  | 23
<PAGE>

           before 5:00 p.m. Eastern time and the request calls for proceeds to
           be sent out by wire, the proceeds will normally be wired on the same
           day. However, the shares sold will not earn that day's dividend.

           As noted elsewhere in the prospectus, proceeds of a redemption may
           be delayed. The ability to receive "same day" wire redemption
           proceeds can be affected by a variety of circumstances including the
           time that the request is made, the level of redemption requests and
           purchase orders and general market conditions. A request for a same
           day wire that is received earlier in the day will be given priority
           over a request received later in the day in the event that it is
           necessary to limit the amount of same day wire redemptions.

           TELEPHONE TRANSACTIONS. You are automatically entitled to telephone
           transaction privileges but you may elect not to have them when you
           open your account or by contacting Service Center at (800) 231-8568
           at a later date.

           SUB-MINIMUM BALANCES. The fund may close your account and send you
           the proceeds if your balance falls below $500; we will give you 60
           days' notice (90 days for retirement accounts) so you can either
           increase your balance or close your account (this policy doesn't
           apply to most retirement accounts).

           CHECKWRITING enables you to sell shares of the fund by writing a
           check. Your investment keeps earning dividends until your check
           clears. Please note that we will not accept checks for less than
           $100. Note as well that we can't honor any check larger than your
           balance at the time the check is presented to us. It is not a good
           idea to close out an account using a check because the account
           balance could change between the time you write the check and the
           time it is processed. Please keep in mind that if you make a
           purchase by check and that check has not yet cleared, those funds
           will not be available for immediate redemption.

           Check redemption information will appear in your account with your
           securities dealer or service agent. Canceled checks will not be
           returned to you.

           If the amount of your check exceeds the value of the shares of all
           series you own, the check will be returned to the payee marked
           "non-sufficient funds." Checks written for amounts less than $100
           may also be returned. The fund, in its discretion, will honor such
           checks but will charge you a servicing fee of $15.


24 | Policies You Should Know About
<PAGE>

           The fund reserves the right to terminate or alter check redemption
           privileges at any time, to impose a service charge, or to charge you
           for checks. The fund may also charge you for returned checks and for
           effecting stop payment orders.

           If you are interested in establishing check redemption privileges,
           contact your securities dealer or financial advisor.

           If you paid for your purchase of shares by check, receipt of
           redemption proceeds will be restricted until your check clears or
           for a period of up to ten calendar days unless you are using the
           proceeds to purchase other securities through your securities dealer
           or financial advisor.

           THE FUND ACCEPTS AUTOMATED CLEARING HOUSE ("ACH") debit entries for
           accounts that have elected the checkwriting redemption privilege.
           Upon receipt of an ACH debit entry referencing your account number
           you authorize us to redeem shares in your account to pay the entry
           to the third party originating the debit. Your fund account
           statement will show all ACH debit entries in your account. IN CASE
           OF ERRORS OR QUESTIONS ABOUT YOUR TRANSACTIONS OR PRE-AUTHORIZED
           TRANSFERS please contact your financial advisor as soon as possible
           if you believe your statement reflects an improper charge or if you
           need more information about an ACH debit entry transaction. Your
           financial advisor must contact the Shareholder Service Agent within
           sixty (60) days of the fund sending you the first fund account
           statement on which an improper charge appears.

           THE FUND DOES NOT ISSUE SHARE CERTIFICATES. However, if you
           currently have shares in certificated form, you must include the
           share certificates properly endorsed or accompanied by a duly
           executed stock power when exchanging or redeeming shares. You may
           not exchange or redeem shares in certificate form by telephone or
           via the Internet.

           WHEN YOU ASK US TO SEND OR RECEIVE A WIRE, please note that while we
           don't charge a fee to send or receive wires, it's possible that your
           bank may do so. Wire transactions are generally completed within 24
           hours. The fund can only send wires of $1,000 or more and accept
           wires of $50 or more.

           THE FUND ACCEPTS PAYMENT FOR SHARES ONLY IN US DOLLARS by a check
           drawn on a US bank, a bank or Federal Funds wire transfer or an
           electronic bank transfer. The fund does not accept third party
           checks. A third party check is a check made payable to one or more
           parties and offered as payment to one or more other


                                            Policies You Should Know About  | 25
<PAGE>

           parties (e.g., a check made payable to you that you offer as payment
           to someone else). Checks should normally be payable to the fund or
           "Deutsche Asset Management" and drawn by you or a financial
           institution on your behalf with your name or account number included
           with the check.

           MONEY FROM SHARES YOU SELL is normally sent out within one business
           day of when your order is processed (not when it is received),
           although it could be delayed for up to seven days. There are
           circumstances when it could be longer, including, but not limited
           to, when you are selling shares you bought recently by check  or ACH
           (the funds will be placed under a 10 calendar day hold to ensure
           good funds) or when unusual circumstances prompt the SEC to allow
           further delays. Certain expedited redemption processes (e.g.,
           redemption proceeds by wire) may also be delayed or unavailable when
           you are selling shares recently purchased or in the event of the
           closing of the Federal Reserve wire payment system. The fund
           reserves the right to suspend or postpone redemptions as permitted
           pursuant to Section 22(e) of the Investment Company Act of 1940.
           Generally, those circumstances are when 1) the New York Stock
           Exchange is closed other than customary weekend or holiday closings;
           2) trading on the New York Stock Exchange is restricted; 3) an
           emergency exists which makes the disposal of securities owned by the
           fund or the fair determination of the value of the fund's net assets
           not reasonably practicable; or 4) the SEC, by order, permits the
           suspension of the right of redemption. Redemption payments by wire
           may also be delayed in the event of a non-routine closure of the
           Federal Reserve wire payment system. For additional rights reserved
           by the fund, please see "Other rights we reserve."

           You may obtain additional information about other ways to sell your
           shares by contacting your financial advisor.

           ACCOUNT STATEMENTS. We or your financial advisor will generally
           furnish you with a written confirmation of every transaction that
           affects your account balance. You will also receive periodic
           statements reflecting the balances in your account.

           SHORT-TERM TRADING. Since money market funds hold short-term
           instruments and are intended to provide liquidity to shareholders,
           the Advisor does not monitor or limit short-term or excessive
           trading activity in the fund and, accordingly, the Board of the fund
           has not approved any policies and procedures designed to limit this
           activity. However, the fund reserves the


26 | Policies You Should Know About
<PAGE>

           right to and may reject or cancel a purchase or exchange order into
           the fund for any reason, including if, in the opinion of the
           Advisor, there appears to be a pattern of short-term or excessive
           trading by an investor in another Deutsche Asset Management fund or
           DWS fund.


           How the fund calculates share price

           To calculate net asset value, or NAV, each share class uses the
           following equation:


<TABLE>
<S>                                                     <C> <C>
            TOTAL ASSETS - TOTAL LIABILITIES
           -----------------------------------------    =    NAV
               TOTAL NUMBER OF SHARES OUTSTANDING
</TABLE>


           The price at which you buy and sell shares is based on the NAV per
           share next calculated after the order is received and accepted by
           the transfer agent.

           IN VALUING SECURITIES, we typically use amortized cost (the method
           used by most money market funds) to account for any premiums or
           discounts above or below the face value of any securities the fund
           buys, and round the per share NAV to the nearest whole cent.

           THE FUND IS OPEN FOR BUSINESS each day the New York Stock Exchange
           (the "Exchange") is open. Normally, the fund calculates its share
           price once every business day at 5:00 p.m. Eastern time. The close
           of regular trading on the Exchange is typically 4:00 p.m. Eastern
           time, but sometimes earlier, as in the case of scheduled half-day
           trading or unscheduled suspensions of trading. In the event of
           scheduled partial day trading or unscheduled suspensions of trading
           on the Exchange, the calculation of share price shall be as of the
           close of trading on the Exchange. In such instances, the latest time
           for receipt of wire purchase transactions entitled to receive same
           day dividend treatment and for receipt of redemption orders for same
           day wire transfer of proceeds will be the earlier of (a) 5:00 p.m.
           Eastern time or (b) the early closing time of the Exchange. The fund
           seeks to maintain a stable $1.00 share price.

           The fund may, but is not required to, accept certain types of
           purchase and redemption orders (not including exchanges) on days
           that the Exchange is closed, or beyond an Exchange early closing
           time (referred to as a "Limited Trading Period") if: (a) the Federal
           Reserve system is open, (b) the primary trading markets for the
           fund's portfolio instruments are open and (c) the Advisor


                                            Policies You Should Know About  | 27
<PAGE>

           believes there will be adequate liquidity in the short-term markets.
           During any such Limited Trading Period, the fund will only accept
           purchase orders by wire with advance telephone notification and
           telephone redemption orders with proceeds to be sent by wire, ACH or
           check and will not accept orders by any other means. (Automated
           Telephone Line orders are not permitted.) If redemption proceeds are
           requested by ACH or check, the transmission of the ACH payment or
           the mailing of the check, as the case may be, will be delayed by at
           least one business day in comparison to normal trading periods.
           Orders submitted by other means will be processed on the next day
           that the Exchange is open. The calculation of share price will be as
           set forth in the prospectus for normal trading days. Orders must be
           submitted by the cut-off times for receipt of wire purchases
           entitled to that day's dividend and for receipt of telephone
           redemption orders for same day wire transfer, which will be the
           earlier of: (a) the times set forth in the prospectus for normal
           trading days or (b) such earlier times that the fund determines
           based on the criteria described above. If redemption proceeds are
           requested by ACH or check, orders must be received prior to the
           calculation of share price. Please call (877) 237-1131 or visit our
           Web site at www.moneyfunds.deam-us.db.com for additional information
           about whether the fund will be open for business on a particular
           day. Information concerning the intention of the fund to be open for
           a Limited Trading Period will be available at least one business day
           prior to the applicable day that the Exchange is closed or is
           closing early in the case of scheduled closings and as soon as
           practical in the case of unscheduled closings.


28 | Policies You Should Know About
<PAGE>

           Other rights we reserve

           You should be aware that we may do any of the following:

           -  withdraw or suspend the offering of shares at any time

           -  withhold a portion of your distributions and redemption proceeds
              if we have been notified by the IRS that you are subject to
              backup withholding or if you fail to provide us with the correct
              taxpayer ID number and certain certifications, including
              certification that you are not subject to backup withholding

           -  reject a new account application if you don't provide any
              required or requested identifying information, or for any other
              reason

           -  refuse, cancel, limit or rescind any purchase or exchange order,
              without prior notice; freeze any account (meaning you will not be
              able to purchase fund shares in your account); suspend account
              services; and/or involuntarily redeem your account if we think
              that the account is being used for fraudulent or illegal
              purposes; one or more of these actions will be taken when, at our
              sole discretion, they are deemed to be in the fund's best
              interests or when the fund is requested or compelled to do so by
              governmental authority or by applicable law

           -  close and liquidate your account if we are unable to verify your
              identity, or for other reasons; if we decide to close your
              account, your fund shares will be redeemed at the net asset value
              per share next calculated after we determine to close your
              account (less applicable redemption fee, if any); you may
              recognize a gain or loss on the redemption of your fund shares
              and you may incur a tax liability

           -  pay you for shares you sell by "redeeming in kind," that is, by
              giving you securities (which typically will involve brokerage
              costs for you to liquidate) rather than cash; the fund generally
              won't make a redemption in kind unless your requests over a
              90-day period total more than $250,000 or 1% of the value of the
              fund's net assets, whichever is less

           -  change, add or withdraw various services, fees and account
              policies (for example, we may adjust the fund's investment
              minimums at any time)


                                            Policies You Should Know About  | 29
<PAGE>

UNDERSTANDING DISTRIBUTIONS AND TAXES

           The fund intends to distribute to its shareholders virtually all of
           its net earnings. The fund can earn money in two ways: by receiving
           interest, dividends or other income from securities it holds and by
           selling securities for more than it paid for them. (The fund's
           earnings are separate from any gains or losses stemming from your
           own purchase and sale of shares.) The fund may not always pay a
           dividend or distribution for a given period.

           THE FUND'S INCOME DIVIDENDS ARE DECLARED DAILY AND PAID MONTHLY TO
           SHAREHOLDERS. The fund may take into account capital gains and
           losses in its daily dividend declarations. The fund may make
           additional distributions for tax purposes if necessary.

           Dividends or distributions declared and payable to shareholders of
           record in the last quarter of a given calendar year are treated for
           federal income tax purposes as if they were received on December 31
           of that year, provided such dividends or distributions are paid by
           the end of the following January.

           For federal income tax purposes, income and capital gains
           distributions are generally taxable to shareholders. However,
           dividends and distributions received by retirement plans qualifying
           for tax exemption under federal income tax laws generally will not
           be taxable.

           YOU CAN CHOOSE HOW TO RECEIVE YOUR DIVIDENDS AND DISTRIBUTIONS. You
           can have them all automatically reinvested in fund shares (at NAV)
           or all sent to you by check or wire. Tell us your preference on your
           application. If you don't indicate a preference, your dividends and
           distributions will all be reinvested.


           Distributions are treated the same for federal income tax purposes
           whether you receive them in cash or reinvest them in additional
           shares. For federal income tax purposes, an exchange is treated the
           same as a sale.

           Because the fund seeks to maintain a stable share price, you are
           unlikely to have capital gains or losses when you sell fund shares.





THE FOLLOWING SIDEBAR TEXT APPEARS NEXT TO THE PRECEDING PARAGRAPHS



Because each  shareholder's  tax situation is unique,  ask your tax professional
about the tax  consequences of your  investments,  including any state and local
tax consequences.



30 | Understanding Distributions and Taxes
<PAGE>

           For federal income tax purposes, distributions of net investment
           income are taxable as ordinary income. The fund does not expect to
           make distributions that are eligible for taxation as long-term
           capital gains or as qualified dividend income.

           The use of a master/feeder structure could affect the amount, timing
           and character of distributions, and therefore, may increase the
           amount of taxes payable to shareholders.

           Your fund will send you detailed federal income tax information
           every January. These statements tell you the amount and the federal
           income tax classification of any dividends or distributions you
           received. They also have certain details on your purchases and sales
           of shares.

           If the fund's distributions exceed its current and accumulated
           earnings and profits, the excess will be treated for federal income
           tax purposes as a return of capital to the extent of your basis in
           your shares and thereafter as a gain from the sale or exchange of
           your shares. A return of capital distribution reduces the basis of
           your shares. As a result, even though the fund seeks to maintain a
           stable share price, you may recognize a capital gain when you sell
           your shares if you have received a return of capital distribution.

           The above discussion summarizes certain federal income tax
           consequences for shareholders who are US persons. If you are a
           non-US person, please consult your own tax advisor with respect to
           the US tax consequences to you of an investment in the fund. For
           more information, see "Taxes" in the Statement of Additional
           Information.


                                     Understanding Distributions and Taxes  | 31
<PAGE>

APPENDIX
--------------------------------------------------------------------------------
           Hypothetical Expense Summary


           Using the annual fund operating expense ratios presented in the fee
           tables in the fund prospectus, the Hypothetical Expense Summary
           shows the estimated fees and expenses, in actual dollars, that would
           be charged on a hypothetical investment of $10,000 in the fund held
           for the next 10 years and the impact of such fees and expenses on
           fund returns for each year and cumulatively, assuming a 5% return
           for each year. The historical rate of return for the fund may be
           higher or lower than 5% and, for money funds, is typically less than
           5%. The tables also assume that all dividends and distributions are
           reinvested. The annual fund expense ratios shown are net of any
           contractual fee waivers or expense reimbursements, if any, for the
           period of the contractual commitment. Also, please note that if you
           are investing through a third party provider, that provider may have
           fees and expenses separate from those of the fund that are not
           reflected here. Mutual fund fees and expenses fluctuate over time
           and actual expenses may be higher or lower than those shown.

           The Hypothetical Expense Summary should not be used or construed as
           an offer to sell, a solicitation of an offer to buy or a
           recommendation or endorsement of any specific mutual fund. You
           should carefully review the fund's prospectus to consider the
           investment objectives, risks, expenses and charges of the fund prior
           to investing.


32 | Appendix
<PAGE>

Cash Reserve Fund - Prime Series - Cash Reserve Prime Shares



<TABLE>
<CAPTION>
              MAXIMUM           INITIAL HYPOTHETICAL                 ASSUMED RATE
           SALES CHARGE:             INVESTMENT:                      OF RETURN:
               0.00%                   $10,000                            5%
                                                              HYPOTHETICAL
             CUMULATIVE        ANNUAL       CUMULATIVE          YEAR-END
           RETURN BEFORE        FUND       RETURN AFTER      BALANCE AFTER      ANNUAL FEES
              FEES AND        EXPENSE        FEES AND           FEES AND            AND
YEAR          EXPENSES         RATIOS        EXPENSES           EXPENSES         EXPENSES
<S>       <C>                <C>          <C>               <C>                <C>
   1            5.00%        0.66%              4.34%       $ 10,434.00         $  67.43
   2           10.25%        0.68%              8.85%       $ 10,884.75         $  72.48
   3           15.76%        0.68%             13.55%       $ 11,354.97         $  75.62
   4           21.55%        0.68%             18.46%       $ 11,845.50         $  78.88
   5           27.63%        0.68%             23.57%       $ 12,357.23         $  82.29
   6           34.01%        0.68%             28.91%       $ 12,891.06         $  85.84
   7           40.71%        0.68%             34.48%       $ 13,447.96         $  89.55
   8           47.75%        0.68%             40.29%       $ 14,028.91         $  93.42
   9           55.13%        0.68%             46.35%       $ 14,634.96         $  97.46
  10           62.89%        0.68%             52.67%       $ 15,267.19         $ 101.67
  TOTAL                                                                         $ 844.64
</TABLE>



                                                                  Appendix  | 33
<PAGE>

TO GET MORE INFORMATION

SHAREHOLDER REPORTS - These include commentary from the fund's management team
about recent market conditions and the effects of the fund's strategies on its
performance. They also have detailed performance figures, a list of everything
the fund owns, and its financial statements. Shareholders get these reports
automatically.

STATEMENT OF ADDITIONAL INFORMATION (SAI) - This tells you more about the
fund's features and policies, including additional risk information. The SAI is
incorporated by reference into this document (meaning that it's legally part of
this prospectus).

For a free copy of any of these documents or to request other information about
the fund, call (800) 231-8568, or contact Deutsche Asset Management at the
address listed below. The fund's SAI and shareholder reports are also available
through the DWS Investments Web site at www.dws-investments.com. These
documents and other information about the fund are available from the EDGAR
Database on the SEC's Internet site at www.sec.gov. If you like, you may obtain
copies of this information, after paying a copying fee, by e-mailing a request
to publicinfo@sec.gov or by writing the SEC at the address listed below. You
can also review and copy these documents and other information about the fund,
including the fund's SAI, 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.


<TABLE>
<CAPTION>
DEUTSCHE ASSET
MANAGEMENT           SEC                     DISTRIBUTOR
-----------------    --------------------    ------------------------------
<S>                  <C>                     <C>
PO Box 219153        100 F Street, N.E.      DWS Investments Distributors,
Kansas City, MO      Washington, D.C.        Inc.
64121-9153           20549-0102              222 South Riverside Plaza
WWW.DWS-             WWW.SEC.GOV             Chicago, IL 60606-5808
INVESTMENTS.COM      (800) SEC-0330          (800) 621-1148
(800) 231-8568
</TABLE>



<TABLE>
<S>                          <C>                                 <C>
SEC FILE NUMBER:
Cash Reserve Fund, Inc.        Cash Reserve Fund-Prime Series    811-03196
</TABLE>



(05/01/09) GENCR-1-RET
                         [RECYCLE GRAPHIC APPEARS HERE]

<PAGE>

PROSPECTUS

May 1, 2009


CASH RESERVE FUND

PRIME SERIES

INSTITUTIONAL SHARES

As with all mutual funds, the Securities and Exchange Commission (SEC) does not
approve or disapprove these shares or determine whether the information in this
prospectus is truthful or complete. It is a criminal offense for anyone to
inform you otherwise.
<PAGE>

CONTENTS




<TABLE>
<S>      <C>
  3      The Fund's Main Investment
         Strategy
  5      The Main Risks of Investing in
         the Fund
  9      The Fund's Performance
         History
 10      How Much Investors Pay
 12      Other Policies and Risks
 13      Who Manages and Oversees
         the Fund


</TABLE>
<TABLE>
<S>      <C>
 15      Financial Highlights
 17      Buying and Selling Fund
         Shares
 20      Policies You Should Know
         About
 32      Understanding Distributions
         and Taxes
 34      Appendix
</TABLE>

<PAGE>


<TABLE>
<S>                                   <C>
                                        Institutional Shares
  ticker symbol                         ABPXX
    fund number                         311
    CASH RESERVE FUND-PRIME SERIES


</TABLE>

            THE FUND'S MAIN INVESTMENT STRATEGY

            The fund is a feeder fund that invests substantially all of its
            assets in a "master portfolio," the Cash Management Portfolio (the
            "Portfolio"), which will invest directly in securities and other
            instruments. References to the fund may refer to actions undertaken
            by the Portfolio.

            The fund's goal is to seek a high level of current income
            consistent with liquidity and the preservation of capital. The
            fund, through the Portfolio, seeks to achieve its goal by investing
            in high quality short-term money market instruments.

            Although the fund seeks to maintain a share price of $1.00 per
            share, it is possible to lose money by investing in the fund. All
            money market instruments, including US government obligations, can
            change in value when interest rates change or an issuer's
            creditworthiness changes.

            The fund maintains a dollar-weighted average maturity of 90 days or
            less. The fund is managed in accordance with Rule 2a-7 under the
               Investment Company Act of 1940, as amended.

            The fund follows policies designed to maintain a stable share
            price:

            -  Fund securities are denominated in US dollars and have remaining
               maturities of 397 days (about 13 months) or less at the time of
               purchase. The fund may also invest in securities that have
               features that have the effect of reducing their maturities to
               397 days or less at the time of purchase.

            -  The fund buys US government debt obligations, money market
               instruments and other debt obligations that at the time of
               purchase:

               - have received one of the two highest short-term ratings from
                 two nationally recognized statistical rating organizations
                 (NRSROs) or one NRSRO if that NRSRO is the only NRSRO that
                 rates such obligations;


                                             Cash Reserve Fund-Prime Series  | 3
<PAGE>

               - are unrated, but are deemed by the Advisor to be of comparable
                 quality to one of the two highest short-term ratings; or

               - have no short-term rating, but are rated in one of the top
                 three highest long-term rating categories by a NRSRO or are
                 deemed by the Advisor to be of comparable quality.


            Principal investments

            The fund invests in the following investments through the
            Portfolio.

            The fund may invest in high quality, short-term, US dollar
            denominated money market instruments paying a fixed, variable or
            floating interest rate. These include:

            -  Debt obligations issued by US and foreign banks, financial
               institutions, corporations or other entities, including
               certificates of deposit, euro-time deposits, commercial paper
               (including asset-backed commercial paper), notes, funding
               agreements and US government securities. Securities that do not
               satisfy the maturity restrictions for a money market fund may be
               specifically structured so that they are eligible investments
               for money market funds. For example, some securities have
               features which have the effect of shortening the security's
               maturity.

            -  US government securities that are issued or guaranteed by the US
               Treasury, or by agencies or instrumentalities of the US
               government.

            -  Repurchase agreements, which are agreements to buy securities at
               one price, with a simultaneous agreement to sell back the
               securities at a future date at an agreed-upon price.

            -  Asset-backed securities, which are generally participations in a
               pool of assets whose payment is derived from the payments
               generated by the underlying assets. Payments on the asset-backed
               security generally consist of interest and/
               or principal.

            The fund will invest more than 25% of its total assets in the
            obligations of banks and other financial institutions that meets
            the fund's eligibility requirements.


4 | Cash Reserve Fund-Prime Series
<PAGE>

            The fund may invest up to 10% of its total assets in other money
            market mutual funds in accordance with applicable regulations.

            SECURITIES LENDING. The fund may lend its investment securities in
            an amount up to 33 1/3% of its total assets to approved
            institutional borrowers who need to borrow securities in order to
            complete certain transactions.

            Working in consultation with the portfolio managers, a credit team
            screens potential securities and develops a list of those that the
            fund may buy. The portfolio managers, looking for attractive yield
            and weighing considerations such as credit quality, economic
            outlooks and possible interest rate movements, then decide which
            securities on this list to buy. The portfolio managers may adjust
            the fund's exposure to interest rate risk, typically seeking to
            take advantage of possible rises in interest rates and to preserve
            yield when interest rates appear likely to fall.


            THE MAIN RISKS OF INVESTING IN THE FUND

            There are several risk factors that could reduce the yield you get
            from the fund, cause the fund's performance to trail that of other
            investments, or cause you to lose money.

            The fund is exposed to the risk factors below even though the
            Portfolio, not the fund, invests directly in the individual
            securities.

            MONEY MARKET FUND RISK. An investment in the fund is not insured or
            guaranteed by the FDIC or any other government agency. Although the
            fund seeks to preserve the value of your investment at $1.00 per
            share, this share price isn't guaranteed and you could lose money
            by investing in the fund. The share price of money market funds can
            fall below the $1.00 share price. You should not rely on or expect
            the Advisor to enter into support agreements or take other actions
            to maintain the fund's $1.00 share price. The credit quality of the
            fund's holdings can change rapidly in certain markets, and the
            default of a single holding could have an adverse impact on the
            fund's share price. The fund's share price can also be negatively
            affected during periods of high redemption pressures and/or
            illiquid markets. The actions of a few large investors in one class
            of shares of the fund may have a significant adverse effect on the
            share prices of all classes of shares of the fund.


                                             Cash Reserve Fund-Prime Series  | 5
<PAGE>

            INTEREST RATE RISK. Money market instruments, like all debt
            securities, face the risk that the securities will decline in value
            because of changes in interest rates. Generally, investments
            subject to interest rate risk will decrease in value when interest
            rates rise and increase in value when interest rates decline. To
            reduce such price fluctuations, the fund limits the dollar-weighted
            average maturity of the securities held by the fund to 90 days or
            less. Generally, the price of short-term investments fluctuates
            less than longer-term investments. Income earned on floating or
            variable rate securities may vary as interest rates decrease or
            increase.

            CREDIT RISK. A money market instrument's credit quality depends on
            the issuer's ability to pay interest on the security and repay the
            debt; the lower the credit rating, the greater the risk that the
            security's issuer will default, or fail to meet its payment
            obligations. The credit risk of a security may also depend on the
            credit quality of any bank or financial institution that provides
            credit enhancement for it. To reduce credit risk, the fund only
            buys high quality securities. Also, the fund only buys securities
            with remaining maturities of 397 days (approximately 13 months) or
            less. This reduces the risk that the issuer's creditworthiness will
            change, or that the issuer will default on the principal and
            interest payments of the obligation. Additionally, some securities
            issued by US government agencies or instrumentalities are supported
            only by the credit of that agency or instrumentality. There is no
            guarantee that the US government will provide support to such
            agencies or instrumentalities and such securities may involve risk
            of loss of principal and interest. Securities that rely on third
            party guarantors to raise their credit quality could fall in price
            or go into default if the financial condition of the guarantor
            deteriorates.

            MARKET RISK. Although individual securities may outperform the
            market, the entire market may decline as a result of rising
            interest rates, regulatory developments or deteriorating economic
            conditions.

            SECURITY SELECTION RISK. While the fund invests in short-term
            securities, which by their nature are relatively stable
            investments, the risk remains that the securities in which the fund
            invests will not perform as expected. This could cause the fund's
            returns to lag behind those of similar money market mutual funds.


6 | Cash Reserve Fund-Prime Series
<PAGE>

            REPURCHASE AGREEMENT RISK. A repurchase agreement exposes the fund
            to the risk that the party that sells the securities may default on
            its obligation to repurchase them. In this circumstance, the fund
            can lose money because:

            -  it cannot sell the securities at the agreed-upon time and price;
               or

            -  the securities lose value before they can be sold.

            The fund seeks to reduce this risk by monitoring the
            creditworthiness of the sellers with whom it enters into repurchase
            agreements. The fund also monitors the value of the securities to
            ensure that they are at least equal to the total amount of the
            repurchase obligations, including interest and accrued interest.

            CONCENTRATION RISK. Because the fund will invest more than 25% of
            its total assets in the obligations of banks and other financial
            institutions, it may be vulnerable to setbacks in that industry.
            Banks and other financial institutions are highly dependent on
            short-term interest rates and can be adversely affected by
            downturns in the US and foreign economies or changes in banking
            regulations.

            PREPAYMENT RISK. A bond issuer, such as an issuer of asset-backed
            securities, may retain the right to pay off a high yielding bond
            before it comes due. In that event, the fund may have to reinvest
            the proceeds at lower interest rates. Thus, prepayment may reduce
            the fund's income. It may also create a capital gains tax
            liability, because bond issuers usually pay a premium for the right
            to pay off bonds early.

            FOREIGN INVESTMENT RISK. The fund may invest in money market
            instruments of foreign issuers that are denominated in US dollars.
            Foreign investments involve certain special risks, such as
            unfavorable political and legal developments, limited financial
            information, regulatory risk and economic and financial
            instability.


                                             Cash Reserve Fund-Prime Series  | 7
<PAGE>

            SECURITIES LENDING RISK. Any loss in the market price of securities
            loaned by the fund that occurs during the term of the loan would be
            borne by the fund and would adversely affect the fund's
            performance. Also, there may be delays in recovery of securities
            loaned or even a loss of rights in the collateral should the
            borrower of the securities fail financially while the loan is
            outstanding. However, loans will be made only to borrowers selected
            by the fund's delegate after a review of relevant facts and
            circumstances, including the creditworthiness of the borrower.


8 | Cash Reserve Fund-Prime Series
<PAGE>

THE FUND'S PERFORMANCE HISTORY

While a fund's past performance isn't necessarily a sign of how it will do in
the future, it can be valuable for an investor to know.

The bar chart shows how the performance of the fund has varied from year to
year, which may give some idea of risk. The table shows how the fund's returns
over different periods average out. The "total return" of a fund is the change
in the value of an investment in the fund over a given period. Average annual
returns are calculated by averaging the year-by-year returns of the fund over a
given period. All figures include the effects of the fund's expenses and assume
reinvestment of dividends and distributions. As always, past performance is no
guarantee of future results.

The 7-DAY YIELD, which is often referred to as the "current yield," is the
income generated by the fund over a seven-day period. This amount is then
annualized, which means that we assume the fund generates the same income every
week for a year. To learn the current yield, investors may call (800) 730-1313.


Effective May 14, 2007, some of the fund's investment strategies changed. The
fund's past performance would have been different if the fund was managed using
the current strategies.

Cash Reserve Fund - Prime Series

ANNUAL TOTAL RETURN (%) AS OF 12/31 EACH YEAR - Institutional Shares


[BAR GRAPHIC OMITTED HERE]

[BAR GRAPHIC DATA]


<TABLE>
<S>       <C>       <C>       <C>       <C>       <C>       <C>       <C>       <C>       <C>
 4.97      6.31      4.04      1.58      0.93      1.16      3.02      4.82     5.17      2.67
1999      2000      2001      2002      2003      2004      2005      2006      2007      2008
</TABLE>





<TABLE>
<CAPTION>
2009 TOTAL RETURN AS OF MARCH 31:0.18%
<S>                                        <C>
FOR THE PERIODS INCLUDED IN THE BAR CHART:
BEST QUARTER: 1.61%, Q3 2000               WORST QUARTER: 0.20%, Q3 2003
</TABLE>


AVERAGE ANNUAL TOTAL RETURNS (%) as of 12/31/2008



<TABLE>
<CAPTION>
      1 YEAR           5 YEARS      10 YEARS
<S>                   <C>          <C>
             2.67         3.36         3.45
</TABLE>


     Total returns would have been lower if operating expenses hadn't been
reduced.

                                             Cash Reserve Fund-Prime Series  | 9
<PAGE>

HOW MUCH INVESTORS PAY

The table below describes the fees and expenses that you may pay if you buy and
hold fund shares. This information doesn't include any fees that may be charged
by your financial advisor.


<TABLE>
<CAPTION>
FEE TABLE
<S>                                       <C>
 SHAREHOLDER FEES, paid directly from
 your investment                                    None
_________________________________________________________
 ANNUAL OPERATING EXPENSES, deducted
 from fund assets
_________________________________________________________
 Management Fee1                                     0.12%
 Distribution/Service (12b-1) Fee                    None
 Other Expenses 2,3                                  0.18
 TOTAL ANNUAL OPERATING EXPENSES 4                   0.30
 Less Fee Waiver/Expense
 Reimbursements 5,6                                  0.02
 NET ANNUAL OPERATING EXPENSES 7                     0.28
</TABLE>


1    The management fee is paid at the Portfolio level.

2    "Other Expenses" include an administrative services fee paid to the Advisor
     in the amount of 0.10% from the fund and 0.03% from the Portfolio.

3    Total Annual Operating Expenses reflect the actual expenses incurred during
     the fund's most recent fiscal year and include a portion of the fee paid by
     the fund for its participation in the U.S. Treasury Department's Temporary
     Guarantee Program (the "Program"), which has been extended through
     September 18, 2009. The cost of the fund's participation in the Program in
     2008 equaled 0.01% of average net assets. Based on net assets as of April
     15, 2009, the estimated annualized cost of the fund's participation in the
     Program in 2009 is 0.04%. Actual expenses may be different. The fees paid
     by the fund for participating in the Program are excluded from the Fund's
     expense limitation.

4    Information on the annual operating expenses reflects the expenses of both
     the fund and the Portfolio.

5    Through May 13, 2010, the Advisor has contractually agreed to waive all or
     a portion of its administrative services fee and reimburse or pay operating
     expenses of the fund to the extent necessary to maintain the fund's
     operating expenses at 0.30%, excluding certain expenses such as
     extraordinary expenses, taxes, brokerage and interest expenses.

6    The Portfolio's Advisor has contractually agreed through July 29, 2010 to
     waive all or a portion of its management fee and reimburse or pay certain
     operating expenses (excluding certain expenses such as extraordinary
     expenses, taxes, brokerage and interest expenses) to the extent necessary
     to maintain the annual expenses of the Portfolio at 0.15% of the
     Portfolio's average daily net assets. (A further discussion of the
     relationship between the fund and the Portfolio appears in the "Who Manages
     and Oversees the Fund - Organizational Structure" section of this
     prospectus.)

7    From time to time, the Advisor may voluntarily waive or reimburse certain
     operating expenses of the Portfolio and/or fund. These voluntary waivers or
     reimbursements may be terminated at any time at the option of the Advisor.

10 | Cash Reserve Fund-Prime Series
<PAGE>

Based on the costs above (including one year of capped expenses in each
period), this example helps you compare the expenses of the fund to those of
other mutual funds. This example assumes operating expenses remain the same. It
also assumes that you invested $10,000, earned 5% annual returns and reinvested
all dividends and distributions and sold your shares at the end of each period.
This is only an example; actual expenses will be different.


<TABLE>
<CAPTION>
1 YEAR           3 YEARS      5 YEARS      10 YEARS
<S>             <C>          <C>          <C>
 $      29         $94          $167         $379
</TABLE>



                                            Cash Reserve Fund-Prime Series  | 11
<PAGE>

OTHER POLICIES AND RISKS

           While the previous pages describe the main points of the fund's
           strategy and risks, there are a few other issues to know about:

           -  Although major changes tend to be infrequent, the fund's Board
              could change the fund's investment objective without seeking
              shareholder approval.


           For more information

           This prospectus doesn't tell you about every policy or risk of
           investing in the fund.

           If you want more information on the fund's allowable securities and
           investment practices and the characteristics and risks of each one,
           you may want to request a copy of the Statement of Additional
           Information (the back cover tells you how to do this).

           Keep in mind that there is no assurance that the fund will achieve
           its objective.

           A complete list of the fund's portfolio holdings is posted twice
           each month on www.moneyfunds.deam-us.db.com (the Web site does not
           form a part of this prospectus). Portfolio holdings as of the 15th
           day of each month are posted to the Web site on or after month-end
           and portfolio holdings as of each month-end are posted to the Web
           site on or after the 14th day of the following month. More frequent
           posting of portfolio holdings information may be made from time to
           time on www.moneyfunds.deam-us.db.com. The posted portfolio holdings
           information is available by fund and generally remains accessible at
           least until the date on which the fund files its Form N-CSR or N-Q
           with the Securities and Exchange Commission for the period that
           includes the date as of which the posted information is current. The
           fund also may post on the Web site, on the same or a more frequent
           basis, various depictions of portfolio characteristics such as the
           allocation of the portfolio across various security types, market
           sectors and sub-sectors and maturities and risk characteristics of
           the portfolio. The fund's Statement of Additional Information
           includes a description of the fund's policies and procedures with
           respect to the disclosure of the fund's portfolio holdings.


12 | Other Policies and Risks
<PAGE>

WHO MANAGES AND OVERSEES THE FUND


           The investment advisor

           Deutsche Investment Management Americas Inc. ("DIMA" or the
           "Advisor"), with headquarters at 345 Park Avenue, New York, NY
           10154, is the investment advisor for the fund and the Portfolio.
           Under the oversight of the Board, the Advisor makes investment
           decisions, buys and sells securities for the fund and the Portfolio
           and conducts research that leads to these purchase and sale
           decisions. The Advisor provides a full range of global investment
           advisory services to institutional and retail clients.

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

           Deutsche Asset Management is a global asset management organization
           that offers a wide range of investing expertise and resources,
           including hundreds of portfolio managers and analysts and an office
           network that reaches the world's major investment centers. This
           well-resourced global investment platform brings together a wide
           variety of experience and investment insight across industries,
           regions, asset classes and investing styles.

           The Advisor is an indirect, wholly owned subsidiary of Deutsche Bank
           AG. Deutsche Bank AG is a major global banking institution that is
           engaged in a wide range of financial services, including investment
           management, mutual funds, retail, private and commercial banking,
           investment banking and insurance.

           MANAGEMENT FEE. The Advisor receives a management fee from the
           Portfolio. Pursuant to the master/feeder structure noted earlier in
           this prospectus, for the most recent fiscal year, the Portfolio paid
           0.09% (reflects the effects of expense limitations and/or fee
           waivers then in effect) as a percentage of average daily net assets.


           A discussion regarding the basis for the Board's approval of the
           investment management agreements for the Portfolio and the fund,
           respectively, is contained in the most recent shareholder report for
           the annual period ended December 31 (see "Shareholder reports" on
           the back cover).


                                         Who Manages and Oversees the Fund  | 13
<PAGE>

           Under a separate administrative services agreement between the fund
           and the Advisor, the fund pays the Advisor a fee for providing most
           of the fund's administrative services. In addition, the Portfolio
           has a separate administrative services agreement with the Advisor
           pursuant to which the Portfolio pays the Advisor for certain
           administrative services.

           ORGANIZATIONAL STRUCTURE. The fund is a "feeder fund" that invests
           substantially all of its assets in a "master portfolio." The fund
           and the Portfolio have the same investment objective. The Portfolio
           is advised by DIMA. The Portfolio may accept investments from other
           feeder funds. Each feeder fund bears the Portfolio's expenses in
           proportion to that feeder fund's assets. Each feeder fund can set
           its own transaction minimums, fund-specific expenses and other
           conditions. The fund's board members may determine to withdraw the
           fund's assets from the Portfolio if they believe doing so is in the
           shareholders' best interests. If the board members withdraw the
           fund's assets, they would then consider whether the fund should hire
           its own investment advisor, invest in a different master portfolio
           or take other action.


           The portfolio managers

           A group of investment professionals is responsible for the day-to-day
           management of the fund. These investment professionals have a broad
           range of experience managing money market funds.


14 | Who Manages and Oversees the Fund
<PAGE>

FINANCIAL HIGHLIGHTS

The financial highlights are designed to help you understand recent financial
performance. The figures in the first part of the table are for a single share.
The total return figures represent the percentage that an investor in the fund
would have earned (or lost), assuming all dividends and distributions were
reinvested. This information has been audited by PricewaterhouseCoopers LLP,
independent registered public accounting firm, whose report, along with the
fund's financial statements, is included in the fund's annual report (see
"Shareholder reports" on the back cover).


                                                      Financial Highlights  | 15
<PAGE>

Cash Reserve Fund - Institutional Shares


<TABLE>
<CAPTION>
YEARS ENDED DECEMBER 31,               2008          2007a          2007c         2006c        2005c        2004c
<S>                                <C>           <C>             <C>           <C>          <C>          <C>
SELECTED PER SHARE DATA
------------------------------------------------------------------------------------------------------------------
NET ASSET VALUE, BEGINNING
OF PERIOD                            $  1.00       $   1.00        $  1.00      $  1.00      $  1.00      $  1.00
--------------------------------     -------       --------        -------      -------      -------      -------
Income from investment
operations:
  Net investment income                  .026           .038           .049         .035         .015         .009
________________________________     ________      _________       ________     ________     ________     ________
  Net realized and unrealized
  gain (loss)e                             -              -              -            -            -            -
--------------------------------     --------      ---------       --------     --------     --------     --------
  TOTAL FROM INVESTMENT
  OPERATIONS                             .026           .038           .049         .035         .015         .009
________________________________     ________      _________       ________     ________     ________     ________
Less distributions from:
  Net investment income               ( .026)        ( .038)        ( .049)      ( .035)      ( .015)      ( .009)
________________________________     ________      _________       ________     ________     ________     ________
NET ASSET VALUE, END OF
PERIOD                               $  1.00       $   1.00        $  1.00      $  1.00      $  1.00      $  1.00
--------------------------------     --------      ---------       --------     --------     --------     --------
Total Return (%)                      2.67b          3.87 b**       5.05b          3.51         1.50          .88
--------------------------------     --------      ---------       --------     --------     --------     --------
RATIOS TO AVERAGE NET ASSETS AND SUPPLEMENTAL DATA
------------------------------------------------------------------------------------------------------    --------
Net assets, end of period ($ in
millions)                                819          1,265            857          588          343          395
________________________________     ________      _________       ________     ________     ________     ________
Ratio of expenses before
expense reductions, including
expenses allocated from Cash
Management Portfolio (%)d                .30            .29*           .32          .31          .30          .30
________________________________     ________      _________       ________     ________     ________     ________
Ratio of expenses after
expense reductions, including
expenses allocated from Cash
Management Portfolio (%)d                .26            .27*           .32          .31          .30          .30
________________________________     ________      _________       ________     ________     ________     ________
Ratio of net investment
income (%)                              2.73           5.05*          4.95         3.54         1.46          .88
--------------------------------     --------      ---------       --------     --------     --------     --------
</TABLE>


a   For the period from April 1, 2007 through December 31, 2007. The fund
    changed its fiscal year end from March 31 to December 31.

b   Total return would have been lower had certain expenses not been reduced.

c   For the years ended March 31.

d   On May 14, 2007, Cash Reserve Fund - Prime Series became a feeder of Cash
    Management Portfolio. Expense ratios disclosed prior to December 31, 2007
    are for Cash Reserve Fund - Prime Series as a stand-alone fund.

e   Amount is less than $.0005.

*   Annualized

**  Not annualized

16 | Financial Highlights
<PAGE>

BUYING and SELLING Fund Shares



           How to contact the Service Center



<TABLE>
<S>                     <C>
  BY PHONE:             (800) 730-1313

  FIRST INVESTMENT      Deutsche Asset Management
  BY MAIL:              c/o DWS Investments
                        PO Box 219210
                        Kansas City, MO
                        64121-9210

  ADDITIONAL            Deutsche Asset Management
  INVESTMENTS BY        c/o DWS Investments
  MAIL:                 PO Box 219154
                        Kansas City, MO 64121-9154

  BY EXPRESS            Deutsche Asset Management
  REGISTERED OR         c/o DWS Investments
  CERTIFIED MAIL:       210 W. 10th Street
                        Kansas City, MO 64105-1614
</TABLE>


           Our representatives are available to assist you personally Monday
           through Friday, 8:30 a.m. to 6:00 p.m., Eastern time each day the
           fund is open for business. You can reach the Service Center's
           automated assistance line 24 hours a day, 7 days a week.


           Investment minimum

           Your initial investment must be for at least $1,000,000. There are
           no minimum subsequent investment requirements.

           The minimum initial investment is waived for:

           -  Shareholders with existing accounts prior to August 13, 2004 who
              met the previous minimum investment eligibility requirement.

           -  Investment advisory affiliates of Deutsche Bank Securities, Inc.,
              DWS funds or Deutsche funds purchasing shares for the accounts of
              their investment advisory clients.

           -  Employee benefit plans with assets of at least $50 million.

           -  Clients of the private banking division of Deutsche Bank AG.

           -  Institutional clients and qualified purchasers that are clients
              of a division of Deutsche Bank AG.

           -  A current or former director or trustee of the Deutsche or DWS
              funds.

                                            Buying and Selling Fund Shares  | 17
<PAGE>

           -  An employee, the employee's spouse or life partner and children
           or stepchildren age 21 or younger of Deutsche Bank or its affiliates
           or a subadvisor to any fund in the DWS family of funds or a
           broker-dealer authorized to sell shares of the funds.

           -  Registered investment advisors who trade through platforms
              approved by the Advisor and whose client assets in the aggregate
              meet or, in the Advisor's judgment, will meet within a reasonable
              period of time, the $1,000,000 minimum investment.

           -  Employee benefit plan platforms approved by the Advisor that
              invest in the fund through an omnibus account, and that meet or,
              in the Advisor's judgment, will meet within a reasonable period
              of time, the $1,000,000 minimum investment.

           The fund reserves the right to modify the above eligibility
           requirements and investment minimum at any time. In addition, the
           fund, in its discretion, may waive the minimum initial investment
           for specific employee benefit plans (or family of plans) whose
           aggregate investment in Institutional Class shares of the fund
           equals or exceeds the minimum initial investment amount but where a
           particular account or program may not on its own meet such minimum
           amount.


           How to open your account

<TABLE>
<S>                  <C>
  MAIL:               Complete and sign the account application that
                     accompanies this prospectus. (You may obtain
                     additional applications by calling the Service Center.)
                     Mail the completed application along with a check
                     payable to the fund you have selected to the Service
                     Center. Be sure to include the fund number. The
                     applicable addresses are shown under "How to
                     contact the Service Center."
  WIRE:               Call the Service Center to set up a wire account.
  FUND NAME AND       Please use the complete fund name. Refer to the
  FUND NUMBER:       start of "The Fund's Main Investment Strategy" above
                     for the fund number.
</TABLE>


           Please note that your account cannot become activated until we
           receive a completed account application.

           If this is your first investment through a tax-sheltered retirement
           plan, such as an IRA, you will need a special application form. This
           form is available from your financial advisor, or by calling the
           Service Center at (800) 730-1313.


18 | Buying and Selling Fund Shares
<PAGE>

           How to BUY and SELL shares

           MAIL:

           BUYING: Send your check, payable to the fund you have selected, to
           the Service Center. Be sure to include the fund number and your
           account number on your check. If you are investing in more than one
           fund, make your check payable to "Deutsche Asset Management" and
           include your account number, the names and numbers of the fund you
           have selected, and the dollar amount or percentage you would like
           invested in each fund. Mailing addresses are shown under "How to
           contact the Service Center."

           SELLING: Send a signed letter to the Service Center with your name,
           your fund number and account number, the fund's name, and either the
           number of shares you wish to sell or the dollar amount you wish to
           receive. In certain circumstances, a signature guarantee may be
           required to sell shares of the fund by mail. For information about a
           signature guarantee, see "Signature Guarantee." Unless exchanging
           into another Deutsche Asset Management fund or DWS fund, you must
           submit a written authorization to sell shares in a retirement
           account.

           For more information on how to buy or sell shares by mail, refer to
           "Policies about transactions - Transaction Processing" below.

           WIRE:

           BUYING: You may buy shares by wire only if your account is
           authorized to do so. Instruct your bank to send payment by wire
           using the wire instructions below.


<TABLE>
<S>                <C>
  BANK NAME:       State Street Bank Boston

  ROUTING NO:      011000028

  ATTN:            DWS Investments

  DDA NO:          99028102

  FBO:             (Account name) (Account number)

  CREDIT:          (Fund name, Fund number and, if applicable, class
                   name) (Refer to the start of "The Fund's Main
                   Investment Strategy" above for the fund number.)
</TABLE>

                                            Buying and Selling Fund
Shares  | 19
<PAGE>


           Refer to your account statement for the account name and number.
           Wire transfers normally take two or more hours to complete. Wire
           transfers may be restricted on holidays and at certain other times.

           SELLING: You may sell shares by wire only if your account is
           authorized to do so. You will be paid for redeemed shares by wire
           transfer of funds to your financial advisor or bank upon receipt of
           a duly authorized redemption request as promptly as feasible. For
           your protection, you may not change the destination bank account
           over the phone.

           For more information on how to buy or sell shares by wire, refer to
           "Policies about transactions - Transaction Processing" below.


POLICIES YOU SHOULD KNOW ABOUT

           Along with the information on the previous pages, the policies below
           may affect you as a shareholder. Some of this information, such as
           the section on distributions and taxes, applies to all investors,
           including those investing through a financial advisor.

           If you are investing through a financial advisor or through a
           retirement plan, check the materials you received from them about
           how to buy and sell shares because particular financial advisors or
           other intermediaries may adopt policies, procedures or limitations
           that are separate from those described by the fund. Please note that
           a financial advisor may charge fees separate from those charged by
           the fund and may be compensated by the fund.

           Keep in mind that the information in this prospectus applies only to
           the shares offered herein. Other share classes are described in
           separate prospectuses and have different fees, requirements and
           services.

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


20 | Policies You Should Know About
<PAGE>

           Financial intermediary support payments

           The Advisor, DWS Investments Distributors, Inc. (the "Distributor")
           and/or their affiliates may pay additional compensation, out of
           their own assets and not as an additional charge to the fund, to
           selected affiliated and unaffiliated brokers, dealers, participating
           insurance companies or other financial intermediaries ("financial
           advisors") in connection with the sale and/or distribution of fund
           shares or the retention and/
           or servicing of fund investors and fund shares ("revenue sharing").
           Such revenue sharing payments are in addition to any distribution or
           service fees payable under any Rule 12b-1 or service plan of the
           fund, any record keeping/sub-transfer agency/networking fees payable
           by the fund (generally through the Distributor or an affiliate)
           and/or the Distributor to certain financial advisors for performing
           such services and any sales charge, commissions, non-cash
           compensation arrangements expressly permitted under applicable rules
           of the Financial Industry Regulatory Authority or other concessions
           described in the fee table or elsewhere in this prospectus or the
           Statement of Additional Information as payable to all financial
           advisors. For example, the Advisor, the Distributor and/or their
           affiliates may compensate financial advisors for providing the fund
           with "shelf space" or access to a third party platform or fund
           offering list or other marketing programs, including, without
           limitation, inclusion of the fund on preferred or recommended sales
           lists, mutual fund "supermarket" platforms and other formal sales
           programs; granting the Distributor access to the financial advisor's
           sales force; granting the Distributor access to the financial
           advisor's conferences and meetings; assistance in training and
           educating the financial advisor's personnel; and obtaining other
           forms of marketing support.

           The level of revenue sharing payments made to financial advisors may
           be a fixed fee or based upon one or more of the following factors:
           gross sales, current assets and/or number of accounts of the fund
           attributable to the financial advisor, the particular fund or fund
           type or other measures as agreed to by the Advisor, the Distributor
           and/or their affiliates and the financial advisors or any
           combination thereof. The amount of these revenue sharing payments is
           determined at the discretion of the Advisor, the Distributor and/or
           their affiliates from time to time, may be substantial, and may be
           different for different financial advisors based on, for example,
           the nature of the services provided by the financial advisor.


                                            Policies You Should Know About  | 21
<PAGE>

           The Advisor, the Distributor and/or their affiliates currently make
           revenue sharing payments from their own assets in connection with
           the sale and/or distribution of DWS fund shares or the retention
           and/or servicing of investors and DWS fund shares to financial
           advisors in amounts that generally range from .01% up to .50% of
           assets of the fund serviced and maintained by the financial advisor,
           .05% to .25% of sales of the fund attributable to the financial
           advisor, a flat fee of $13,350 up to $500,000, or any combination
           thereof. These amounts are subject to change at the discretion of
           the Advisor, the Distributor and/or their affiliates. Receipt of, or
           the prospect of receiving, this additional compensation may
           influence your financial advisor's recommendation of the fund or of
           any particular share class of the fund. You should review your
           financial advisor's compensation disclosure and/or talk to your
           financial advisor to obtain more information on how this
           compensation may have influenced your financial advisor's
           recommendation of the fund. Additional information regarding these
           revenue sharing payments is included in the fund's Statement of
           Additional Information, which is available to you on request at no
           charge (see the back cover of this prospectus for more information
           on how to request a copy of the Statement of Additional
           Information).

           The Advisor, the Distributor and/or their affiliates may also make
           such revenue sharing payments to financial advisors under the terms
           discussed above in connection with the distribution of both DWS
           funds and non-DWS funds by financial advisors to retirement plans
           that obtain record keeping services from ADP, Inc. on the DWS
           Investments branded retirement plan platform (the "Platform") with
           the level of revenue sharing payments being based upon sales of both
           the DWS funds and the non-DWS funds by the financial advisor on the
           Platform or current assets of both the DWS funds and the non-DWS
           funds serviced and maintained by the financial advisor on the
           Platform.

           It is likely that broker-dealers that execute portfolio transactions
           for the fund will include firms that also sell shares of the DWS
           funds to their customers. However, the Advisor will not consider
           sales of DWS fund shares as a factor in the selection of
           broker-dealers to execute portfolio transactions for the DWS funds.
           Accordingly, the Advisor has implemented policies and procedures
           reasonably designed to prevent its traders from considering sales of
           DWS fund shares as a factor in the selection of broker-dealers to
           execute portfolio transactions for


22 | Policies You Should Know About
<PAGE>

           the fund. In addition, the Advisor, the Distributor and/or their
           affiliates will not use fund brokerage to pay for their obligation
           to provide additional compensation to financial advisors as
           described above.


           Policies about transactions


           To help the government fight the funding of terrorism and money
           laundering activities, federal law requires all financial
           institutions to obtain, verify and record information that
           identifies each person who opens an account. What this means to you:
           When you open an account, we will ask for your name, address, date
           of birth and other information that will allow us to identify you.
           Some or all of this information will be used to verify the identity
           of all persons opening an account.

           We might request additional information about you (which may include
           certain documents, such as articles of incorporation for companies)
           to help us verify your identity and, in some cases, the information
           and/or documents may be required to conduct the verification. The
           information and documents will be used solely to verify your
           identity.

           We will attempt to collect any missing required and requested
           information by contacting you or your financial advisor. If we are
           unable to obtain this information within the time frames established
           by the fund, then we may reject your application and order.

           The fund will not invest your purchase until all required and
           requested identification information has been provided and your
           application has been submitted in "good order." After we receive all
           the information, your application is deemed to be in good order and
           we accept your purchase, you will receive the net asset value per
           share next calculated.

           If we are unable to verify your identity within time frames
           established by the fund, after a reasonable effort to do so, you
           will receive written notification.

           With certain limited exceptions, only US residents may invest in the
           fund.


                                            Policies You Should Know About  | 23
<PAGE>

           Because orders placed through a financial advisor must be forwarded
           to the transfer agent before they can be processed, you'll need to
           allow extra time. Your financial advisor should be able to tell you
           approximately when your order will be processed. It is the
           responsibility of your financial advisor to forward your order to
           the transfer agent in a timely manner.

           TRANSACTION PROCESSING. Except as provided below, purchase,
           redemption and exchange orders must be received in good order by
           4:00 p.m. Eastern time (or prior to the close of the fund, if the
           New York Stock Exchange closes early on such date) on a business day
           on which the fund is open in order to be effective on that day;
           otherwise such orders will be effective on the next business day.
           However, on a normal business day that the fund calculates its share
           price at 5:00 p.m. Eastern time as provided below, purchase orders
           with payment sent by wire and redemption orders with proceeds to be
           sent by wire, ACH or by check that are communicated by
           telephone (but not by the Automated Information Line) and are
           received in good order by 5:00 p.m. Eastern time on a business day
           will be effective on that business day.

           Orders for the purchase of shares by wire transfer will normally be
           effective at the share price next computed after receipt of the wire
           transfer of the amount to be invested. If a wire transfer purchase
           order is received in good order before 5:00 p.m. Eastern time, it
           will normally receive the dividend for that day.

           Shareholders known to the fund may notify the Service Center in
           advance of their wire transfer purchase by calling the Service
           Center prior to the 5:00 p.m. Eastern time cut-off time and provide
           the amount of the order. The investor will receive a confirmation
           number for the trade. If the fund receives the wire transfer before
           the close of the Federal Funds wire system, the trade will be
           entitled to that day's dividend. If the fund does not receive the
           wire transfer by the close of the Federal Funds wire system, the
           trade may not receive the dividend for that day and, depending upon
           the circumstances, the trade may receive the dividend for the
           following business day or may be canceled or rejected and, in any
           case, the investor may be charged for any losses or fees that
           result, which may be paid by deductions from their account or
           otherwise. The fund's Distributor may refuse to allow any investor
           to trade with the fund in this manner and may require that the wire
           transfer of purchase proceeds be received before the trade is
           considered in good order.


24 | Policies You Should Know About
<PAGE>

           Investments by check will be effective on the business day following
           receipt and will earn dividends the following business day. If you
           pay for shares by check and the check fails to clear, we have the
           right to cancel your order, hold you liable or charge you or your
           account for any losses or fees the fund or its agents have incurred.


           Orders processed through dealers or other financial services firms
           via Fund/SERV will be effected at the share price calculated on the
           trade day (normally the date the order is received). Purchases
           processed via Fund/SERV will begin earning dividends on the day the
           fund receives the payment (typically the next business day). For
           redemptions processed via Fund/SERV, you generally will receive
           dividends accrued up to, but not including, the business day that
           payment for your shares is made.

           When selling shares, shareholders generally receive dividends up to,
           but not including, the business day following the day on which the
           shares were sold. To sell shares, you must state whether you would
           like to receive the proceeds by wire or check.

           In order to receive proceeds by wire, contact the Service Center
           before 5:00 p.m. Eastern time. After you inform the Service Center
           of the amount of your redemption, you will receive a trade
           confirmation number. If the fund receives a sell request before 5:00
           p.m. Eastern time and the request calls for proceeds to be sent out
           by wire, the proceeds will normally be wired on the same day.
           However, the shares sold will not earn that day's dividend.

           As noted elsewhere in the prospectus, proceeds of a redemption may
           be delayed. The ability to receive "same day" wire redemption
           proceeds can be affected by a variety of circumstances including the
           time that the request is made, the level of redemption requests and
           purchase orders and general market conditions. A request for a same
           day wire that is received earlier in the day will be given priority
           over a request received later in the day in the event that it is
           necessary to limit the amount of same day wire redemptions.

           TELEPHONE TRANSACTIONS. You are automatically entitled to telephone
           transaction privileges but you may elect not to have them when you
           open your account or by contacting Service Center at (800) 730-1313
           at a later date.


                                            Policies You Should Know About  | 25
<PAGE>

           SUB-MINIMUM BALANCES. The fund may close your account and send you
           the proceeds if your balance falls below the fund's minimum account
           balance; we will give you 60 days' notice so you can either increase
           your balance or close your account (these policies don't apply to
           investors with $100,000 or more in Deutsche or DWS fund shares).

           CHECKWRITING enables you to sell shares of the fund by writing a
           check. Your investment keeps earning dividends until your check
           clears. Please note that we will not accept checks for less than
           $500. Note as well that we can't honor any check larger than your
           balance at the time the check is presented to us. It is not a good
           idea to close out an account using a check because the account
           balance could change between the time you write the check and the
           time it is processed. Please keep in mind that if you make a
           purchase by check and that check has not yet cleared, those funds
           will not be available for immediate redemption.

           REGULAR INVESTMENTS AND WITHDRAWALS enable you to set up a link
           between the fund account and a bank account. Once this link is in
           place, you can move money between the two with a phone call. You'll
           need to make sure your bank has Automated Clearing House (ACH)
           services. Transactions take two to three days to be completed. The
           minimum transaction is $50, and the account must have a balance of
           at least $10,000 to qualify for these withdrawals.

           THE FUND ACCEPTS AUTOMATED CLEARING HOUSE ("ACH") debit entries for
           accounts that have elected the checkwriting redemption privilege.
           Upon receipt of an ACH debit entry referencing your account number
           you authorize us to redeem shares in your account to pay the entry
           to the third party originating the debit. Your fund account
           statement will show all ACH debit entries in your account. IN CASE
           OF ERRORS OR QUESTIONS ABOUT YOUR TRANSACTIONS OR PRE-AUTHORIZED
           TRANSFERS please contact your financial advisor as soon as possible
           if you believe your statement reflects an improper charge or if you
           need more information about an ACH debit entry transaction. Your
           financial advisor must contact the Shareholder Service Agent within
           sixty (60) days of the fund sending you the first fund account
           statement on which an improper charge appears.


26 | Policies You Should Know About
<PAGE>

           THE FUND DOES NOT ISSUE SHARE CERTIFICATES. However, if you
           currently have shares in certificated form, you must include the
           share certificates properly endorsed or accompanied by a duly
           executed stock power when exchanging or redeeming shares. You may
           not exchange or redeem shares in certificate form by telephone or
           via the Internet.

           WHEN YOU ASK US TO SEND OR RECEIVE A WIRE, please note that while we
           don't charge a fee to send or receive wires, it's possible that your
           bank may do so. Wire transactions are generally completed within 24
           hours. The fund can only send wires of $1,000 or more and accept
           wires of $50 or more.

           THE FUND ACCEPTS PAYMENT FOR SHARES ONLY IN US DOLLARS by a check
           drawn on a US bank, a bank or Federal Funds wire transfer or an
           electronic bank transfer. The fund does not accept third party
           checks. A third party check is a check made payable to one or more
           parties and offered as payment to one or more other parties (e.g., a
           check made payable to you that you offer as payment to someone
           else). Checks should normally be payable to the fund or "Deutsche
           Asset Management" and drawn by you or a financial institution on
           your behalf with your name or account number included with the
           check.

           SIGNATURE GUARANTEE. When you want to sell more than $100,000 worth
           of shares or send proceeds to a third party or to a new address,
           you'll usually need to place your order in writing and include a
           signature guarantee. However, if you want money transferred
           electronically a bank account that is already on file with us, you
           don't need a signature guarantee. Also, generally you don't need a
           signature guarantee for an exchange, although we may require one in
           certain other circumstances.

           A signature guarantee is simply a certification of your signature -
           a valuable safeguard against fraud. You can get a signature
           guarantee from an eligible guarantor institution, including
           commercial banks, savings and loans, trust companies, credit unions,
           member firms of a national stock exchange or any member or
           participant of an approved signature
           guarantor program. We recommend stamps from members of a medallion
           signature guarantee program. Note that you can't get a signature
           guarantee from a notary public and we must be provided the original
           guarantee.





THE FOLLOWING SIDEBAR TEXT APPEARS NEXT TO THE PRECEDING PARAGRAPHS

If you ever have difficulty placing an order by phone or Internet, you can send
us your order in writing.








                                            Policies You Should Know About  | 27
<PAGE>

           SELLING SHARES OF TRUST ACCOUNTS AND BUSINESS OR ORGANIZATION
           ACCOUNTS may require additional documentation. Please call (800)
           730-1313 or contact your financial advisor for more information.

           MONEY FROM SHARES YOU SELL is normally sent out within one business
           day of when your order is processed (not when it is received),
           although it could be delayed for up to seven days. There are
           circumstances when it could be longer, including, but not limited
           to, when you are selling shares you bought recently by check  or ACH
           (the funds will be placed under a 10 calendar day hold to ensure
           good funds) or when unusual circumstances prompt the SEC to allow
           further delays. Certain expedited redemption processes (e.g.,
           redemption proceeds by wire) may also be delayed or unavailable when
           you are selling shares recently purchased or in the event of the
           closing of the Federal Reserve wire payment system. The fund
           reserves the right to suspend or postpone redemptions as permitted
           pursuant to Section 22(e) of the Investment Company Act of 1940.
           Generally, those circumstances are when 1) the New York Stock
           Exchange is closed other than customary weekend or holiday closings;
           2) trading on the New York Stock Exchange is restricted; 3) an
           emergency exists which makes the disposal of securities owned by the
           fund or the fair determination of the value of the fund's net assets
           not reasonably practicable; or 4) the SEC, by order, permits the
           suspension of the right of redemption. Redemption payments by wire
           may also be delayed in the event of a non-routine closure of the
           Federal Reserve wire payment system. For additional rights reserved
           by the fund, please see "Other rights we reserve."

           You may obtain additional information about other ways to sell your
           shares by contacting your financial advisor.

           EXCHANGE PRIVILEGE. You can exchange all or part of your shares for
           shares of certain other Deutsche Asset Management or DWS funds. When
           you exchange shares, you are selling shares in one fund to purchase
           shares in another. Exchanges are a shareholder privilege, not a
           right: we may reject any exchange order. Before buying shares
           through an exchange, you should be sure to obtain a copy of that
           fund's prospectus and read it carefully. You will receive a written
           confirmation of each transaction from the Service Center or your
           financial advisor.


28 | Policies You Should Know About
<PAGE>

           Please note the following conditions:

           -  The accounts between which the exchange is taking place must have
              the same name, address and taxpayer ID number.

           -  You may make the exchange by phone (if your account has the
              exchange by phone feature) or by letter.

           -  If you are maintaining a taxable account, you may have to pay
              taxes on the exchange.

           -  Your exchange must meet the minimum investment requirement for
              the fund being purchased.

           -  The accounts between which you exchange must be the same share
              class.

           ACCOUNT STATEMENTS. We or your financial advisor will generally
           furnish you with a written confirmation of every transaction that
           affects your account balance. You will also receive periodic
           statements reflecting the balances in your account.

           SHORT-TERM TRADING. Since money market funds hold short-term
           instruments and are intended to provide liquidity to shareholders,
           the Advisor does not monitor or limit short-term or excessive
           trading activity in the fund and, accordingly, the Board of the fund
           has not approved any policies and procedures designed to limit this
           activity. However, the fund reserves the right to and may reject or
           cancel a purchase or exchange order into the fund for any reason,
           including if, in the opinion of the Advisor, there appears to be a
           pattern of short-term or excessive trading by an investor in another
           Deutsche Asset Management fund or DWS fund.


           How the fund calculates share price

           To calculate net asset value, or NAV, each share class uses the
           following equation:


<TABLE>
<S>                                                     <C> <C>
            TOTAL ASSETS - TOTAL LIABILITIES
           -----------------------------------------    =    NAV
               TOTAL NUMBER OF SHARES OUTSTANDING
</TABLE>


           The price at which you buy and sell shares is based on the NAV per
           share next calculated after the order is received and accepted by
           the transfer agent.


                                            Policies You Should Know About  | 29
<PAGE>

           IN VALUING SECURITIES, we typically use amortized cost (the method
           used by most money market funds) to account for any premiums or
           discounts above or below the face value of any securities the fund
           buys, and round the per share NAV to the nearest whole cent.

           THE FUND IS OPEN FOR BUSINESS each day the New York Stock Exchange
           (the "Exchange") is open. Normally, the fund calculates its share
           price once every business day at 5:00 p.m. Eastern time. The close
           of regular trading on the Exchange is typically 4:00 p.m. Eastern
           time, but sometimes earlier, as in the case of scheduled half-day
           trading or unscheduled suspensions of trading. In the event of
           scheduled partial day trading or unscheduled suspensions of trading
           on the Exchange, the calculation of share price shall be as of the
           close of trading on the Exchange. In such instances, the latest time
           for receipt of wire purchase transactions entitled to receive same
           day dividend treatment and for receipt of redemption orders for same
           day wire transfer of proceeds will be the earlier of (a) 5:00 p.m.
           Eastern time or (b) the early closing time of the Exchange. The fund
           seeks to maintain a stable $1.00 share price.

           The fund may, but is not required to, accept certain types of
           purchase and redemption orders (not including exchanges) on days
           that the Exchange is closed, or beyond an Exchange early closing
           time (referred to as a "Limited Trading Period") if: (a) the Federal
           Reserve system is open, (b) the primary trading markets for the
           fund's portfolio instruments are open and (c) the Advisor believes
           there will be adequate liquidity in the short-term markets. During
           any such Limited Trading Period, the fund will only accept purchase
           orders by wire with advance telephone notification and telephone
           redemption orders with proceeds to be sent by wire, ACH or check and
           will not accept orders by any other means. (Automated Telephone Line
           orders are not permitted.) If redemption proceeds are requested by
           ACH or check, the transmission of the ACH payment or the mailing of
           the check, as the case may be, will be delayed by at least one
           business day in comparison to normal trading periods. Orders
           submitted by other means will be processed on the next day that the
           Exchange is open. The calculation of share price will be as set
           forth in the prospectus for normal trading days. Orders must be
           submitted by the cut-off times for receipt of wire purchases
           entitled to that day's dividend and for receipt of telephone
           redemption orders for same day wire transfer, which will be the
           earlier of: (a) the times set forth in the prospectus for


30 | Policies You Should Know About
<PAGE>

           normal trading days or (b) such earlier times that the fund
           determines based on the criteria described above. If redemption
           proceeds are requested by ACH or check, orders must be received
           prior to the calculation of share price. Please call (877) 237-1131
           or visit our Web site at www.moneyfunds.deam-us.db.com for
           additional information about whether the fund will be open for
           business on a particular day. Information concerning the intention
           of the fund to be open for a Limited Trading Period will be
           available at least one business day prior to the applicable day that
           the Exchange is closed or is closing early in the case of scheduled
           closings and as soon as practical in the case of unscheduled
           closings.


           Other rights we reserve

           You should be aware that we may do any of the following:

           -  withdraw or suspend the offering of shares at any time

           -  withhold a portion of your distributions and redemption proceeds
              if we have been notified by the IRS that you are subject to
              backup withholding or if you fail to provide us with the correct
              taxpayer ID number and certain certifications, including
              certification that you are not subject to backup withholding

           -  reject a new account application if you don't provide any
              required or requested identifying information, or for any other
              reason

           -  refuse, cancel, limit or rescind any purchase or exchange order,
              without prior notice; freeze any account (meaning you will not be
              able to purchase fund shares in your account); suspend account
              services; and/or involuntarily redeem your account if we think
              that the account is being used for fraudulent or illegal
              purposes; one or more of these actions will be taken when, at our
              sole discretion, they are deemed to be in the fund's best
              interests or when the fund is requested or compelled to do so by
              governmental authority or by applicable law


                                            Policies You Should Know About  | 31
<PAGE>

           -  close and liquidate your account if we are unable to verify your
           identity, or for other reasons; if we decide to close your account,
           your fund shares will be redeemed at the net asset value per share
           next calculated after we determine to close your account (less
           applicable redemption fee, if any); you may recognize a gain or loss
           on the redemption of your fund shares and you may incur a tax
           liability

           -  pay you for shares you sell by "redeeming in kind," that is, by
              giving you securities (which typically will involve brokerage
              costs for you to liquidate) rather than cash; the fund generally
              won't make a redemption in kind unless your requests over a
              90-day period total more than $250,000 or 1% of the value of the
              fund's net assets, whichever is less

           -  change, add or withdraw various services, fees and account
              policies (for example, we may adjust the fund's investment
              minimums at any time)


UNDERSTANDING DISTRIBUTIONS AND TAXES

           The fund intends to distribute to its shareholders virtually all of
           its net earnings. The fund can earn money in two ways: by receiving
           interest, dividends or other income from securities it holds and by
           selling securities for more than it paid for them. (The fund's
           earnings are separate from any gains or losses stemming from your
           own purchase and sale of shares.) The fund may not always pay a
           dividend or distribution for a given period.

           THE FUND'S INCOME DIVIDENDS ARE DECLARED DAILY AND PAID MONTHLY
           TO SHAREHOLDERS. The fund may take into account capital gains and
           losses in its daily dividend declarations. The fund may make
           additional distributions for tax purposes if necessary.

           Dividends or distributions declared and payable to shareholders of
           record in the last quarter of a given calendar year are treated for
           federal income tax purposes as if they were received on December 31
           of that year, provided such dividends or distributions are paid by
           the end of the following January.

           For federal income tax purposes, income and capital gains
           distributions are generally taxable to shareholders. However,
           dividends and distributions received by retirement plans qualifying
           for tax exemption under federal income tax laws generally will not
           be taxable.



THE FOLLOWING SIDEBAR TEXT APPEARS NEXT TO THE PRECEDING PARAGRAPHS

Because each shareholder's tax situation is unique, ask your tax professional
about the tax consequences of your investments, including any state and local
tax consequences.



32 | Understanding Distributions and Taxes
<PAGE>

           YOU CAN CHOOSE HOW TO RECEIVE YOUR DIVIDENDS AND DISTRIBUTIONS. You
           can have them all automatically reinvested in fund shares (at NAV)
           or all sent to you by check or wire. Tell us your preference on your
           application. If you don't indicate a preference, your dividends and
           distributions will all be reinvested.

           Distributions are treated the same for federal income tax purposes
           whether you receive them in cash or reinvest them in additional
           shares. For federal income tax purposes, an exchange is treated the
           same as a sale.

           Because the fund seeks to maintain a stable share price, you are
           unlikely to have capital gains or losses when you sell fund shares.

           The use of a master/feeder structure could affect the amount, timing
           and character of distributions, and therefore, may increase the
           amount of taxes payable to shareholders.

           Your fund will send you detailed federal income tax information
           every January. These statements tell you the amount and the federal
           income tax classification of any dividends or distributions you
           received. They also have certain details on your purchases and sales
           of shares.

           If the fund's distributions exceed its current and accumulated
           earnings and profits, the excess will be treated for federal income
           tax purposes as a return of capital to the extent of your basis in
           your shares and thereafter as a gain from the sale or exchange of
           your shares. A return of capital distribution reduces the basis of
           your shares. As a result, even though the fund seeks to maintain a
           stable share price, you may recognize a capital gain when you sell
           your shares if you have received a return of capital distribution.

           The above discussion summarizes certain federal income tax
           consequences for shareholders who are US persons. If you are a
           non-US person, please consult your own tax advisor with respect to
           the US tax consequences to you of an investment in the fund. For
           more information, see "Taxes" in the Statement of Additional
           Information.


                                     Understanding Distributions and Taxes  | 33
<PAGE>

APPENDIX
--------------------------------------------------------------------------------
           Hypothetical Expense Summary


           Using the annual fund operating expense ratios presented in the fee
           tables in the fund prospectus, the Hypothetical Expense Summary
           shows the estimated fees and expenses, in actual dollars, that would
           be charged on a hypothetical investment of $10,000 in the fund held
           for the next 10 years and the impact of such fees and expenses on
           fund returns for each year and cumulatively, assuming a 5% return
           for each year. The historical rate of return for the fund may be
           higher or lower than 5% and, for money funds, is typically less than
           5%. The tables also assume that all dividends and distributions are
           reinvested. The annual fund expense ratios shown are net of any
           contractual fee waivers or expense reimbursements, if any, for the
           period of the contractual commitment. Also, please note that if you
           are investing through a third party provider, that provider may have
           fees and expenses separate from those of the fund that are not
           reflected here. Mutual fund fees and expenses fluctuate over time
           and actual expenses may be higher or lower than those shown.

           The Hypothetical Expense Summary should not be used or construed as
           an offer to sell, a solicitation of an offer to buy or a
           recommendation or endorsement of any specific mutual fund. You
           should carefully review the fund's prospectus to consider the
           investment objectives, risks, expenses and charges of the fund prior
           to investing.


34 | Appendix
<PAGE>

            Cash Reserve Fund - Prime Series - Institutional Shares



<TABLE>
<CAPTION>
              MAXIMUM           INITIAL HYPOTHETICAL                 ASSUMED RATE
           SALES CHARGE:             INVESTMENT:                      OF RETURN:
               0.00%                   $10,000                            5%
                                                              HYPOTHETICAL
             CUMULATIVE        ANNUAL       CUMULATIVE          YEAR-END
           RETURN BEFORE        FUND       RETURN AFTER      BALANCE AFTER      ANNUAL FEES
              FEES AND        EXPENSE        FEES AND           FEES AND            AND
YEAR          EXPENSES         RATIOS        EXPENSES           EXPENSES         EXPENSES
<S>       <C>                <C>          <C>               <C>                <C>
   1            5.00%        0.28%              4.72%       $ 10,472.00         $  28.66
   2           10.25%        0.30%              9.64%       $ 10,964.18         $  32.15
   3           15.76%        0.30%             14.80%       $ 11,479.50         $  33.67
   4           21.55%        0.30%             20.19%       $ 12,019.04         $  35.25
   5           27.63%        0.30%             25.84%       $ 12,583.93         $  36.90
   6           34.01%        0.30%             31.75%       $ 13,175.38         $  38.64
   7           40.71%        0.30%             37.95%       $ 13,794.62         $  40.45
   8           47.75%        0.30%             44.43%       $ 14,442.97         $  42.36
   9           55.13%        0.30%             51.22%       $ 15,121.79         $  44.35
  10           62.89%        0.30%             58.33%       $ 15,832.51         $  46.43
  TOTAL                                                                         $ 378.86
</TABLE>



                                                                  Appendix  | 35
<PAGE>

TO GET MORE INFORMATION

SHAREHOLDER REPORTS - These include commentary from the fund's management team
about recent market conditions and the effects of the fund's strategies on its
performance. They also have detailed performance figures, a list of everything
the fund owns, and its financial statements. Shareholders get these reports
automatically.

STATEMENT OF ADDITIONAL INFORMATION (SAI) - This tells you more about the
fund's features and policies, including additional risk information. The SAI is
incorporated by reference into this document (meaning that it's legally part of
this prospectus).

For a free copy of any of these documents or to request other information about
the fund, call (800) 730-1313, or contact Deutsche Asset Management at the
address listed below. The fund's SAI and shareholder reports are also available
through the DWS Investments Web site at www.moneyfunds.deam-us.db.com. These
documents and other information about the fund are available from the EDGAR
Database on the SEC's Internet site at www.sec.gov. If you like, you may obtain
copies of this information, after paying a copying fee, by e-mailing a request
to publicinfo@sec.gov or by writing the SEC at the address listed below. You
can also review and copy these documents and other information about the fund,
including the fund's SAI, 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.


<TABLE>
<CAPTION>
DEUTSCHE ASSET
MANAGEMENT                SEC                     DISTRIBUTOR
----------------------    --------------------    ------------------------------
<S>                       <C>                     <C>
PO Box 219210             100 F Street, N.E.      DWS Investments Distributors,
Kansas City, MO           Washington, D.C.        Inc.
64121-9210                20549-0102              222 South Riverside Plaza
WWW.MONEYFUNDS.DEAM-      WWW.SEC.GOV             Chicago, IL 60606-5808
US.DB.COM                 (800) SEC-0330          (800) 621-1148
(800) 730-1313
</TABLE>



<TABLE>
<S>                          <C>                                 <C>
SEC FILE NUMBER:
Cash Reserve Fund, Inc.        Cash Reserve Fund-Prime Series    811-03196
</TABLE>



(05/01/09) GENCR-1-IN



<PAGE>

                             CASH RESERVE FUND, INC.


                                  Prime Series
      (Cash Reserve Prime Shares, Cash Reserve Prime Institutional Shares)


                       STATEMENT OF ADDITIONAL INFORMATION
                                   May 1, 2009




This Statement of Additional Information is not a prospectus and should be read
in conjunction with the prospectus, dated May 1, 2009, as amended from time to
time, for Prime Series (the "Series"), a series of Cash Reserve Fund, Inc. (the
"Fund"), a copy of which may be obtained without charge by contacting your
securities dealer, shareholder servicing agent or by writing or calling the Fund
at P.O. Box 219210, Kansas City, MO 64121, (800) 730-1313. It is also available
along with other related materials on the Securities and Exchange Commission's
Internet Web site (http://www.sec.gov).

Effective May 14, 2007, the Series became a feeder fund in a master/feeder fund
arrangement. The Series pursues its investment objective by investing
substantially all of its assets in a master portfolio -- the Cash Management
Portfolio (the "Portfolio"), which has the same investment objective and is
subject to the same investment risks as the Series. References to actions
undertaken by the Fund or the Series may refer to actions undertaken by the
Portfolio.

Portions of the Annual Report to Shareholders of the Fund, dated December 31,
2008, are incorporated by reference, as specified herein. A copy of the Series'
Annual Report may be obtained without charge by calling the Series at the

This Statement of Additional Information ("SAI") is incorporated by reference
into the prospectus.

                                TABLE OF CONTENTS
                                                                       Page
                                                                       ----


INVESTMENT RESTRICTIONS....................................................1

INVESTMENT POLICIES AND TECHNIQUES.........................................2
   Investment Techniques...................................................2
   Portfolio Holdings......................................................9

MANAGEMENT OF THE FUND....................................................10
   Investment Advisor.....................................................10

SERVICE PROVIDERS.........................................................15
   Administrator..........................................................15
   Distributor............................................................16
   Custodian..............................................................19
   Transfer Agent.........................................................19
   Legal Counsel..........................................................20
   Independent Registered Public Accounting Firm..........................21

PORTFOLIO TRANSACTIONS....................................................21

PURCHASE AND REDEMPTION OF SHARES.........................................23

DIVIDENDS.................................................................34

TAXES.....................................................................34

NET ASSET VALUE...........................................................39

BOARD MEMBERS AND OFFICERS................................................40

FUND ORGANIZATION.........................................................49

PROXY VOTING GUIDELINES...................................................51

FINANCIAL STATEMENTS......................................................51

ADDITIONAL INFORMATION....................................................51

APPENDIX A -- PROXY VOTING GUIDELINES.....................................52

APPENDIX B -- RATINGS OF INVESTMENTS......................................77



                             INVESTMENT RESTRICTIONS

As used in this SAI, "Fund" means the Cash Reserve Fund, Inc. and "Portfolio"
means the Cash Management Portfolio, in which the Fund invests substantially all
of its assets.

The investment restrictions applicable to the Portfolio's, and to the extent
applicable the Fund's, investment program are set forth below. As a matter of
fundamental policy, the Fund and the Portfolio may not:

(1)      borrow money, except as permitted under the 1940 Act, and as
         interpreted or modified by regulatory authority having jurisdiction,
         from time to time.

(2)      issue senior securities, except as permitted under the 1940 Act, and as
         interpreted or modified by regulatory authority having jurisdiction,
         from time to time.

(3)      engage in the business of underwriting securities issued by others,
         except to the extent that the Portfolio (Fund) may deemed to be an
         underwriter in connection with the disposition of portfolio securities.

(4)      purchase or sell real estate, which term does not include securities of
         companies which hold, deal or trade in real estate or mortgages or
         investments secured by real estate or interests therein, except that
         the Portfolio (Fund) reserves freedom of action to hold and to sell
         real estate acquired as a result of the Fund's (Portfolio's) ownership
         of securities.

(5)      purchase or sell commodities, except as permitted by the 1940 Act, and
         as interpreted or modified by the regulatory authority having
         jurisdiction, from time to time.

(6)      make loans except as permitted under the 1940 Act, and as interpreted
         or modified by regulatory authority having jurisdiction, from time to
         time.

(7)      concentrate its investments in any particular industry (excluding US
         Government Obligations), as that term is used in the 1940 Act, and as
         interpreted or modified by regulatory authority having jurisdiction
         from time to time; except that the Portfolio (Fund) will invest more
         than 25% of its total assets in the obligation of banks and other
         financial institutions.

A fundamental policy may not be changed without the approval of a "majority of
the outstanding voting securities" of the Fund which, under the Investment
Company Act of 1940, as amended (the "1940 Act") and the rules thereunder and as
used in this SAI, means the lesser of (1) 67% or more of the voting securities
present at a meeting, if the holders of more than 50% of the outstanding voting
securities of the Fund are present in person or represented by proxy, or (2)
more than 50% of the outstanding voting securities of the Fund.

In addition, as a matter of non-fundamental policy, the Fund and the Portfolio
currently do not intend to:

(i)      invest more than 10% of the value of the Portfolio's (Fund's) net
         assets in illiquid securities, including repurchase agreements with
         remaining maturities in excess of seven days; and

(ii)     lend portfolio securities in an amount greater than 33 1/3% of its
         total assets.

Non-fundamental policies may be changed by the Board of the Fund or Portfolio
without requiring approval of or, with certain exceptions, prior notice to
shareholders.

There will be no violation of any investment restrictions or policies (except
with respect to fundamental investment restriction (1) above) if that
restriction is complied with at the time the relevant action is taken,
notwithstanding a later change in the market value of an investment, in net or
total assets, or in the change of securities rating of the investment, or any
other later change.

                       INVESTMENT POLICIES AND TECHNIQUES

Investment Techniques

The Series is a diversified investment portfolio of the Fund, a professionally
managed open-end, management investment company. The Fund seeks a high level of
current income consistent with liquidity and the preservation of capital. The
Fund invests all of its assets in the Portfolio with the same goal as the Fund.
The Fund, through the Portfolio, seeks to achieve its goal by investing in high
quality, short-term money market instruments and maintains a dollar-weighted
average maturity of 90 days or less. The Fund may withdraw its investment from
the Portfolio at any time if the Board of Directors of the Fund determines that
it is in the best interests of the Fund to do so.

Since the investment characteristics of the Fund will correspond directly to
those of the Portfolio in which the Fund invests all of its assets, the
following is a discussion of the various investments of and techniques employed
by the Portfolio.

Quality and Maturity of the Portfolio's Securities. The Portfolio will maintain
a dollar-weighted average maturity of 90 days or less. All securities in which
the Portfolio invests will have, or be deemed to have, remaining maturities of
397 days or less on the date of their purchase and will be denominated in US
dollars. The Advisor, acting under the supervision of and procedures adopted by
the Board of Trustees of the Portfolio, will also determine that all securities
purchased by the Portfolio present minimal credit risks. The Advisor will cause
the Portfolio to dispose of any security as soon as practicable if the security
is no longer of the requisite quality, unless such action would not be in the
best interest of the Portfolio. High-quality, short-term instruments may result
in a lower yield than instruments with a lower quality or longer term.

Obligations of Banks and Other Financial Institutions. The Portfolio may invest
in US dollar-denominated high quality fixed rate or variable rate obligations of
US or foreign financial institutions, including banks, which have received one
of the two highest short-term ratings from two nationally recognized statistical
rating organizations ("NRSROs") (or one NRSRO if that NRSRO is the only NRSRO
that rates such obligations) or, are unrated, but are deemed by the Advisor to
be of comparable quality to one of the two highest short-term ratings; or, have
no short-term rating, but are rated in one of the top three highest long-term
rating categories by a NRSRO or are deemed by the Advisor to be of comparable
quality. Obligations of domestic and foreign financial institutions in which the
Portfolio may invest include (but are not limited to) certificates of deposit,
bankers' acceptances, bank time deposits, commercial paper, and other US
dollar-denominated instruments issued or supported by the credit of US or
foreign financial institutions, including banks.

For purposes of the Portfolio's investment policies with respect to bank
obligations, the assets of a bank will be deemed to include the assets of its
domestic and foreign branches. Obligations of foreign branches of US banks and
foreign banks may be general obligations of the parent bank in addition to the
issuing bank or may be limited by the terms of a specific obligation and by
government regulation. If the Advisor deems the instruments to present minimal
credit risk, the Portfolio may invest in obligations of foreign banks or foreign
branches of US banks, which may include banks located in the United Kingdom,
Grand Cayman Island, Nassau, Japan, Canada and Australia.

Investments in these obligations may entail risks that are different from those
of investments in obligations of US domestic banks because of differences in
political, regulatory and economic systems and conditions. These risks include
future political and economic developments, currency blockage, the possible
imposition of withholding taxes on interest payments, possible seizure or
nationalization of foreign deposits, difficulty or inability of pursuing legal
remedies and obtaining judgments in foreign courts, possible establishment of
exchange controls or the adoption of other foreign governmental restrictions
that might affect adversely the payment of principal and interest on bank
obligations. Foreign branches of US banks and foreign banks may also be subject
to less stringent reserve requirements and to different accounting, auditing,
reporting and record keeping standards than those applicable to domestic
branches of US banks.

Under normal market conditions, the Portfolio will invest a significant portion
of its assets in the bank and other financial institution obligations. The
Portfolio's concentration of its investments in the obligations of banks and
other financial institutions will cause the Portfolio to be subject to the risks
peculiar to these industries to a greater extent than if its investments were
not so concentrated.

Commercial Paper. The Portfolio may invest in fixed rate or variable rate
commercial paper, issued by US or foreign entities. Commercial paper consists of
short-term (usually up to one year) unsecured promissory notes issued by US or
foreign entities in order to finance their current operations.

Commercial paper when purchased by the Portfolio must be rated in the highest
short-term rating category by any two NRSROs (or one NRSRO if that NRSRO is the
only such NRSRO which rates such security) or, is unrated, but is deemed by the
Advisor to be of comparable quality to one of the two highest short-term
ratings; or, has no short-term rating, but is rated in one of the top three
highest long-term rating categories by a NRSRO or is deemed by the Advisor to be
of comparable quality. Investing in foreign commercial paper generally involves
risks similar to those described above relating to obligations of foreign banks
or foreign branches and subsidiaries of US and foreign banks. Any commercial
paper issued by a foreign entity and purchased by the Portfolio must be US
dollar-denominated and must not be subject to foreign withholding tax at the
time of purchase.

For a description of commercial paper ratings, see the Appendix to this SAI.

Variable Rate Master Demand Notes. Variable rate master demand notes are
unsecured instruments that permit the indebtedness there under to vary and
provide for periodic adjustments in the interest rate. Because variable rate
master demand notes are direct lending arrangements between the Portfolio and
the issuer, they are not ordinarily traded. Although no active secondary market
may exist for these notes, the Portfolio will purchase only those notes under
which it may demand and receive payment of principal and accrued interest daily
or may resell the note at any time to a third party. While the notes are not
typically rated by credit rating agencies, issuers of variable rate master
demand notes must satisfy the Advisor, acting under the supervision of the Board
of Trustees of the Portfolio, that the same criteria as set forth above for
issuers of commercial paper are met. In the event an issuer of a variable rate
master demand note defaulted on its payment obligation, the Portfolio might be
unable to dispose of the note because of the absence of an active secondary
market and could, for this or other reasons, suffer a loss to the extent of the
default. The face maturities of variable rate notes subject to a demand feature
may exceed 397 days in certain circumstances. (See "Quality and Maturity of the
Portfolio's Securities" herein.)

US Government Obligations. The Portfolio may invest in obligations issued or
guaranteed by the US government which include: (1) direct obligations of the US
Treasury and (2) obligations issued by US government agencies and
instrumentalities ("US Government Obligations"). Included among direct
obligations of the US are Treasury Bills, Treasury Notes and Treasury Bonds,
which differ in terms of their interest rates, maturities and dates of issuance.
Treasury Bills have maturities of less than one year, Treasury Notes have
maturities of one to 10 years and Treasury Bonds generally have maturities of
greater than 10 years at the date of issuance. Included among the obligations
issued by agencies and instrumentalities of the US are: instruments that are
supported by the full faith and credit of the US (such as certificates issued by
the Government National Mortgage Association ("GNMA" or "Ginnie Mae");
instruments that are supported by the right of the issuer to borrow from the US
Treasury (such as securities of Federal Home Loan Banks); and instruments that
are supported by the credit of the instrumentality (such as Federal National
Mortgage Association ("FNMA" or "Fannie Mae") and Federal Home Loan Mortgage
Corporation ("FHLMC" or "Freddie Mac").

Mortgage-backed securities may be issued or guaranteed by GNMA, Fannie Mae and
FHLMC, but also may be issued or guaranteed by other issuers, including private
companies. GNMA is a government-owned corporation that is an agency of the U.S.
Department of Housing and Urban Development. It guarantees, with the full faith
and credit of the United States, full and timely payment of all monthly
principal and interest on its mortgage-backed securities. Until recently, FNMA
and FHLMC were government-sponsored corporations owned entirely by private
stockholders. Both issue mortgage-related securities that contain guarantees as
to timely payment of interest and principal but that are not backed by the full
faith and credit of the U.S. government. The value of the companies' securities
fell sharply in 2008 due to concerns that the firms did not have sufficient
capital to offset losses. In mid-2008, the U.S. Treasury was authorized to
increase the size of home loans that FNMA and FHLMC could purchase in certain
residential areas and, until 2009, to lend FNMA and FHLMC emergency funds and to
purchase the companies' stock. More recently, in September 2008, the U.S.
Treasury announced that FNMA and FHLMC had been placed in conservatorship by the
Federal Housing Finance Agency ("FHFA"), a newly created independent regulator.
In addition to placing the companies in conservatorship, the U.S. Treasury
announced three additional steps that it intended to take with respect to FNMA
and FHLMC. First, the U.S. Treasury has entered into preferred stock purchase
agreements ("PSPAs") under which, if the FHFA determines that FNMA's or FHLMC's
liabilities have exceeded its assets under generally accepted accounting
principles, the U.S. Treasury will contribute cash capital to the company in an
amount equal to the difference between liabilities and assets. The PSPAs are
designed to provide protection to the senior and subordinated debt and the
mortgage-backed securities issued by FNMA and FHLMC. Second, the U.S. Treasury
established a new secured lending credit facility that is available to FNMA and
FHLMC until December 2009. Third, the U.S. Treasury initiated a temporary
program to purchase FNMA and FHLMC mortgage-backed securities, which is expected
to continue until December 2009. No assurance can be given that the U.S.
Treasury initiatives discussed above with respect to the debt and
mortgage-backed securities issued by FNMA and FHLMC will be successful.

Other US government securities the Portfolio may invest in include (but are not
limited to) securities issued or guaranteed by the Federal Housing
Administration, Farmers Home Loan Administration, Export-Import Bank of the US,
Small Business Administration, General Services Administration, Central Bank for
Cooperatives, Federal Farm Credit Banks, Federal Intermediate Credit Banks,
Federal Land Banks, Maritime Administration, Tennessee Valley Authority,
District of Columbia Armory Board and Student Loan Marketing Association.
Because the US government is not obligated by law to provide support to an
instrumentality it sponsors, the Portfolio will invest in obligations issued by
such an instrumentality only if the Advisor determines that the credit risk with
respect to the instrumentality does not make its securities unsuitable for
investment by the Portfolio.

The Portfolio may also invest in separately traded principal and interest
component of securities guaranteed or issued by the US government or its
agencies, instrumentalities or sponsored enterprises if such components trade
independently under the Separate Trading of Registered Interest and Principal of
Securities program ("STRIPS") or any similar program sponsored by the US
government. STRIPS are sold as zero coupon securities.

Other Debt Obligations. The Portfolio may invest in deposits, bonds, notes and
debentures and other debt obligations that at the time of purchase meet the
Portfolio's minimum credit quality standards, or, if unrated, have been
determined by the Advisor to be of comparable quality or, if the obligations
have no short-term rating, are rated in one of the top three highest long-term
rating categories or have been determined by the Advisor to be of comparable
quality.

Asset-Backed Securities. The Portfolio may invest in securities generally
referred to as asset-backed securities. Asset-backed securities are secured by
and payable from, or directly or indirectly represent undivided fractional
interests in, assets such as pools of consumer loans, trade receivables or other
types of loans held in a trust. Such assets are securitized through the use of
trusts and special purpose corporations. Asset-backed securities may provide
periodic payments that consist of interest and/or principal payments.
Consequently, the life of an asset-backed security varies with the prepayment
and loss experience of the underlying assets. Payments of principal and interest
are typically supported by some form of credit enhancement, such as a letter of
credit, surety bond, limited guarantee or senior/subordination. The degree of
credit enhancement varies, but generally amounts to only a fraction of the
asset-backed security's par value until exhausted. If the credit enhancement is
exhausted, certificate-holders may experience losses or delays in payment if the
required payments of principal and interest are not made to the trust with
respect to the underlying loans. The value of the securities also may change
because of changes in the market's perception of creditworthiness of the
servicing agent for the loan pool, the originator of the loans or the financial
institution providing the credit enhancement. Asset-backed securities are
ultimately dependent upon payment of loans and receivables by individuals,
businesses and other borrowers, and the certificate-holder generally has no
recourse against the entity that originated the loans.

The underlying assets of asset-backed securities include assets such as (but not
limited to) first lien mortgages, motor vehicle installment sale contracts,
other installment sale contracts, home equity loans, leases of various types of
real and personal property, receivables from revolving credit (credit card)
agreements and trade receivables. Payments or distributions of principal and
interest on asset-backed securities may be guaranteed up to certain amounts and
for a certain time period by a letter of credit or a pool insurance policy
issued by a financial institution unaffiliated with the issuer, or other credit
enhancements may be present.

Asset-backed securities present certain risks. Primarily, these securities do
not have the benefit of a security interest in the related collateral. Credit
card receivables are generally unsecured, and the debtors are entitled to the
protection of a number of state and federal consumer credit laws, many of which
give such debtors the right to avoid payment of certain amounts owed on the
credit cards, thereby reducing the balance due. Most issuers of automobile
receivables permit the servicer to retain possession of the underlying
obligations. If the servicer were to sell these obligations to another party,
there is a risk that the purchaser would acquire an interest superior to that of
the holders of the related automobile receivables. In addition, because of the
large number of vehicles involved in a typical issuance and technical
requirements under state laws, the trustee for the holders of the automobile
receivables may not have a proper security interest in all of the obligations
backing such receivables. Therefore, there is the possibility that recoveries on
repossessed collateral may not, in some cases, be available to support payments
on these securities.

The asset-backed securities in which the Portfolio may invest are limited to
those which satisfy the requirements contained in Rule 2a-7 under the Investment
Company Act of 1940 (the "1940 Act").

The yield characteristics of the asset-backed securities in which the Portfolio
may invest differ from those of traditional debt securities. Among the major
differences are that interest and principal payments are made more frequently on
asset-backed securities (usually monthly) and that principal may be prepaid at
any time because the underlying assets generally may be prepaid at any time. As
a result, if the Portfolio purchases these securities at a premium, a prepayment
rate that is faster than expected will reduce their yield, while a prepayment
rate that is slower than expected will have the opposite effect of increasing
yield. Conversely, if the Portfolio purchases these securities at a discount,
faster than expected prepayments will increase, while slower than expected
prepayments will reduce, the yield on these securities. Amounts available for
reinvestment by the Portfolio are likely to be greater during a period of
declining interest rates and, as a result, are likely to be reinvested at lower
interest rates than during a period of rising interest rates.

Repurchase Agreements. The Portfolio may engage in repurchase agreement
transactions with members of the Federal Reserve System, certain non-US banks
and certain non-bank entities. Under the terms of a typical repurchase
agreement, the Portfolio would acquire any underlying security for a relatively
short period (usually not more than one week), subject to an obligation of the
seller to repurchase, and the Portfolio to resell, the obligation at an agreed
price and time, thereby determining the yield during the Portfolio's holding
period. This arrangement results in a fixed rate of return that is not subject
to market fluctuations during the Portfolio's holding period. The value of the
underlying securities will be at least equal at all times to the total amount of
the repurchase obligation, including interest. The Portfolio bears a risk of
loss in the event of default by or bankruptcy of the other party to a repurchase
agreement. The Portfolio may be delayed in, or prevented from, exercising its
rights to dispose of the collateralized securities. To the extent that, in the
meantime, the value of the underlying securities had decreased or the value of
the collateralized securities had increased, the Portfolio could experience a
loss. The Advisor reviews the creditworthiness of those banks and dealers with
which the Portfolio enters into repurchase agreements and monitors on an ongoing
basis the value of the securities subject to repurchase agreements to ensure
that it is maintained at the required level. A repurchase agreement is
considered to be a loan under the 1940 Act.

Reverse Repurchase Agreements. The Portfolio may borrow funds by, among other
things, agreeing to sell portfolio securities to financial institutions that
meet the standards described under "Repurchase Agreements" and to repurchase
them at a mutually agreed date and price (a "reverse repurchase agreement"). The
Portfolio may enter into reverse repurchase agreements with banks and domestic
broker-dealers. At the time the Portfolio enters into a reverse repurchase
agreement it will identify on its books cash or liquid securities having a value
equal to the repurchase price, including accrued interest. The marked assets
will be marked-to-market daily and additional assets will be marked on any day
in which the assets fall below the repurchase price (plus accrued interest). The
Portfolio's liquidity and ability to manage its assets might be affected when it
sets aside cash or portfolio securities to cover such commitments. Reverse
repurchase agreements involve the risk that the market value of the securities
sold by the Portfolio may decline below the repurchase price of those
securities. In the event the buyer of securities under a reverse repurchase
agreement files for bankruptcy or becomes insolvent, such buyer or its trustee
or receiver may receive an extension of time to determine whether to enforce the
Portfolio's obligation to repurchase the securities, and the Portfolio's use of
the proceeds of the reverse repurchase agreement may effectively be restricted
pending such decision. Reverse repurchase agreements are considered to be
borrowings by the Portfolio under the 1940 Act.

When-Issued and Delayed-Delivery Securities. The Portfolio may purchase
securities on a when-issued or delayed-delivery basis. Delivery of and payment
for these securities can take place a month or more after the date of the
purchase commitment. The payment obligation and the interest rate that will be
received on when-issued and delayed-delivery securities are fixed at the time
the buyer enters into the commitment. Due to fluctuations in the value of
securities purchased or sold on a when-issued or delayed-delivery basis, the
yields obtained on such securities may be higher or lower than the yields
available in the market on the dates when the investments are actually delivered
to the buyers. When-issued securities may include securities purchased on a
"when, as and if issued" basis, under which the issuance of the security depends
on the occurrence of a subsequent event, such as approval of a merger, corporate
reorganization or debt restructuring. The value of such securities is subject to
market fluctuation during this period and no interest or income, as applicable,
accrues to the Portfolio until settlement takes place.

At the time the Portfolio make the commitment to purchase securities on a
when-issued or delayed delivery basis, it will record the transaction, reflect
the value each day of such securities in determining its net asset value and, if
applicable, calculate the maturity for the purposes of average maturity from
that date. At the time of settlement a when-issued security may be valued at
less than the purchase price. To facilitate such acquisitions, the Portfolio
identifies on its books cash or liquid assets in an amount at least equal to
such commitments. It may be expected that the Portfolio's net assets will
fluctuate to a greater degree when it sets aside portfolio securities to cover
such purchase commitments than when it sets aside cash. On delivery dates for
such transactions, the Portfolio will meet its obligations from maturities or
sales of the segregated securities and/or from cash flow. If the Portfolio
chooses to dispose of the right to acquire a when-issued security prior to its
acquisition, it could, as with the disposition of any other portfolio
obligation, incur a gain or loss due to market fluctuation. When the Portfolio
engages in when-issued or delayed-delivery transactions, it relies on the other
party to consummate the trade. Failure of the seller to do so may result in the
Portfolio's incurring a loss or missing an opportunity to obtain a price
considered to be advantageous.

Investment in Other Investment Companies. In accordance with applicable law, the
Portfolio may invest its assets in other money market funds with comparable
investment objectives. In general, the Portfolio may not (1) purchase more than
3% of any other money market fund's voting stock; (2) invest more than 5% of its
assets in any single money market fund; and (3) invest more than 10% of its
assets in other money market funds unless permitted to exceed these limitations
by an exemptive order of the Securities and Exchange Commission (the "SEC"). As
a shareholder of another money market fund, the Portfolio would bear, along with
other shareholders, their pro rata portion of the other money market fund's
expenses, including advisory fees. These expenses would be in addition to the
advisory and other expenses that the Portfolio bears directly (and the Fund
bears indirectly on a pro rata basis) in connection with its own operations.

Credit Enhancement. Certain of the Portfolio's acceptable investments may be
credit-enhanced by a guaranty, letter of credit, or insurance from a third
party. Any bankruptcy, receivership, default, or change in the credit quality of
the third party providing the credit enhancement may adversely affect the
quality and marketability of the underlying security and could cause losses to
the Portfolio and affect the Portfolio's share price. Subject to the
diversification limits contained in Rule 2a-7 under the 1940 Act, the Portfolio
may have more than 25% of its total assets invested in securities issued by or
credit-enhanced by banks or other financial institutions.

Lending of Portfolio Securities. The Fund may lend its investment securities to
approved institutional borrowers who need to borrow securities in order to
complete certain transactions, such as covering short sales, avoiding failures
to deliver securities or completing arbitrage operations. By lending its
investment securities, the Fund attempts to increase its net investment income
through the receipt of interest on the loan. Any gain or loss in the market
price of the securities loaned that might occur during the term of the loan
would belong to the Fund. The Fund may lend its investment securities so long as
the terms, structure and the aggregate amount of such loans are not inconsistent
with the 1940 Act or the rules and regulations or interpretations of the SEC
thereunder, which currently require, among other things, that (a) the borrower
pledge and maintain with the Fund collateral consisting of liquid, unencumbered
assets having a value at all times not less than 100% of the value of the
securities loaned, (b) the borrower add to such collateral whenever the price of
the securities loaned rises (i.e., the borrower "marks to the market" on a daily
basis), (c) the loan be made subject to termination by the Fund at any time, and
(d) the Fund receives reasonable interest on the loan (which may include the
Fund investing any cash collateral in interest bearing short-term investments),
and distributions on the loaned securities and any increase in their market
value. The Fund will bear any losses incurred from the investment of the
collateral it receives. There may be risks of delay in recovery of the
securities or even loss of rights in the collateral should the borrower of the
securities fail financially. However, loans will be made only to borrowers
selected by the Fund's delegate after a commercially reasonable review of
relevant facts and circumstances, including the creditworthiness of the
borrower.

The Fund may pay negotiated fees in connection with loaned securities, pursuant
to written contracts. In addition, voting rights may pass with the loaned
securities, but if a material event occurs affecting an investment on loan, the
loan must be called and the securities voted. Pursuant to an exemptive order
granted by the SEC, cash collateral received by the Fund may be invested in a
money market fund managed by the Advisor (or one of its affiliates).

Illiquid Securities. Historically, illiquid securities have included securities
subject to contractual or legal restrictions on resale because they have not
been registered under the Securities Act of 1933, as amended (the "1933 Act"),
securities which are otherwise not readily marketable and repurchase agreements
having a maturity of longer than seven days. Securities which have not been
registered under the 1933 Act are referred to as private placements or
restricted securities and are purchased directly from the issuer or in the
secondary market. Investments in non-publicly traded securities (including Rule
144A Securities, as defined below) may involve a high degree of business and
financial risk and may result in substantial losses. These securities may be
less liquid than publicly traded securities, and it may take longer to liquidate
these positions than would be the case for publicly traded securities. Companies
whose securities are not publicly traded may not be subject to the disclosure
and other investor protection requirements applicable to companies whose
securities are publicly traded. Limitations on resale may have an adverse effect
on the marketability of portfolio securities and a mutual fund might be unable
to dispose of restricted or other illiquid securities promptly or at reasonable
prices and might thereby experience difficulty satisfying redemptions within
seven days. An investment in illiquid securities is subject to the risk that,
should the Portfolio desire to sell any of these securities when a ready buyer
is not available at a price that is deemed to be representative of their value,
the value of the Portfolio's net assets could be adversely affected.

Mutual funds do not typically hold a significant amount of these restricted or
other illiquid securities because of the potential for delays on resale and
uncertainty in valuation. A mutual fund might also have to register such
restricted securities in order to dispose of them resulting in additional
expense and delay. Adverse market conditions could impede such a public offering
of securities.

A large institutional market has developed for certain securities that are not
registered under the 1933 Act, including repurchase agreements, commercial
paper, non-US securities, municipal securities and corporate bonds and notes.
Institutional investors depend on an efficient institutional market in which the
unregistered security can be readily resold or on an issuer's ability to honor a
demand for repayment. The fact that there are contractual or legal restrictions
on resale of such investments to the general public or to certain institutions
may not be indicative of their liquidity.

The SEC has adopted Rule 144A, which allows a broader institutional trading
market for securities otherwise subject to restriction on their resale to the
general public. Rule 144A establishes a "safe harbor" from the registration
requirements of the 1933 Act for resales of certain securities to qualified
institutional buyers ("Rule 144A Securities"). The Advisor anticipates that the
market for certain restricted securities such as institutional commercial paper
will expand further as a result of this regulation and the development of
automated systems for the trading, clearance and settlement of unregistered
securities of domestic and non-US issuers, such as the PORTAL System sponsored
by the NASD.

An investment in Rule 144A Securities will be considered illiquid and therefore
subject to the Portfolio's limit on the purchase of illiquid securities unless
the Advisor determines that the Rule 144A Securities are liquid. In reaching
liquidity decisions, the Advisor may consider, inter alia, the following
factors: (i) the unregistered nature of the security; (ii) the frequency of
trades and quotes for the security; (iii) the number of dealers wishing to
purchase or sell the security and the number of other potential purchasers; (iv)
dealer undertakings to make a market in the security and (v) the nature of the
security and the nature of the marketplace trades (e.g., the time needed to
dispose of the security, the method of soliciting offers and the mechanics of
the transfer).

Investing in Rule 144A Securities could have the effect of increasing the level
of illiquidity in the Portfolio to the extent that qualified institutional
buyers are unavailable or uninterested in purchasing such securities from the
Portfolio. The Board has adopted guidelines and delegated to the Advisor the
daily function of determining and monitoring the liquidity of Rule 144A
Securities, although the Board will retain ultimate responsibility for any
liquidity determinations.

Impact of Sub-Prime Mortgage Market. The Fund may invest in mortgage-backed,
asset-backed and other fixed-income securities whose value and liquidity may be
adversely affected by the critical downturn in the sub-prime mortgage lending
market in the US. Sub-prime loans, which, have higher interest rates, are made
to borrowers with low credit ratings or other factors that increase the risk of
default. Concerns about widespread defaults on sub-prime loans have also created
heightened volatility and turmoil in the general credit markets. As a result,
the Fund's investments in certain fixed-income securities may decline in value,
their market value may be more difficult to determine, and the Fund may have
more difficulty disposing of them.

Impact of Large Redemptions and Purchases of Fund Shares. From time to time,
shareholders of the Fund (which may include affiliated and/or non-affiliated
registered investment companies that invest in the Fund) may make relatively
large redemptions or purchases of Fund shares. These transactions may cause the
Fund to have to sell securities or invest additional cash, as the case may be.
While it is impossible to predict the overall impact of these transactions over
time, there could be adverse effects on the Fund's performance to the extent
that the Fund may be required to sell securities or invest cash at times when it
would not otherwise do so. These transactions could also accelerate the
realization of taxable income if sales of securities resulted in capital gains
or other income and could also increase transaction costs, which may impact the
Fund's expense ratio.

Additional Risk Factors

In addition to the risks discussed above, the Portfolio's investments may be
subject to the following risk factors:

Special Information Concerning Master-Feeder Fund Structure. Unlike other
open-end management investment companies (mutual funds) which directly acquire
and manage their own portfolio securities, Prime Series seeks to achieve its
investment objective by investing substantially all of its assets in the
Portfolio, a separate registered investment company with the same investment
objective as Prime Series. Therefore, an investor's interest in the Portfolio's
securities is indirect. In addition to selling a beneficial interest to Prime
Series, the Portfolio may sell beneficial interests to other mutual funds,
investment vehicles or institutional investors. Such investors will invest in
the Portfolio on the same terms and conditions and will pay a proportionate
share of the Portfolio's expenses. However, the other investors investing in the
Portfolio are not required to sell their shares at the same public offering
price as Prime Series due to variations in sales commissions and other operating
expenses. Therefore, investors in Prime Series should be aware that these
differences may result in differences in returns experienced by investors in the
different funds that invest in the Portfolio. Such differences in returns are
also present in other mutual fund structures. Information concerning other
holders of interests in the Portfolio is available from the Advisor at (800)
730-1313.

Smaller funds investing in the Portfolio may be materially affected by the
actions of larger funds investing in the Portfolio. For example, if a large fund
withdraws from the Portfolio, the remaining funds may experience higher pro rata
operating expenses, thereby producing lower returns (however, this possibility
exists as well for traditionally structured funds which have large institutional
investors). Also, the Portfolio may be required to sell investments at a price
or time not advantageous to the Portfolio in order to meet such a redemption.
Additionally, the Portfolio may become less diverse, resulting in increased
portfolio risk. Also, funds with a greater pro rata ownership in the Portfolio
could have effective voting control of the operations of the Portfolio. Except
as permitted by the SEC, whenever the Fund is requested to vote on matters
pertaining to the Portfolio, the Fund will hold a meeting of shareholders of
Prime Series and will cast all of its votes in the same proportion as the votes
of Prime Series' shareholders.

Certain changes in the Portfolio's investment objectives, policies or
restrictions may require Prime Series to withdraw its interest in the Portfolio.
Any such withdrawal could result in a distribution "in kind" of portfolio
securities (as opposed to a cash distribution from the Portfolio). If securities
are distributed, Prime Series could incur brokerage, tax or other charges in
converting the securities to cash. In addition, the distribution in kind may
result in a less diversified portfolio of investments or adversely affect the
liquidity of Prime Series. Notwithstanding the above, there are other means for
meeting redemption requests, such as borrowing.

Prime Series may withdraw its investment from the Portfolio at any time, if the
Board of Directors of the Fund determines that it is in the best interests of
the shareholders of Prime Series to do so. Upon any such withdrawal, the Board
of Directors would consider what action might be taken, including the investment
of all the assets of Prime Series in another pooled investment entity having the
same investment objective as Prime Series or the retaining of an investment
advisor to manage Prime Series' assets in accordance with the investment
policies described herein with respect to the Portfolio.

Rating Services. The ratings of Moody's Investor Service ("Moody's"), the
Standard & Poor's Division of The McGraw-Hill Companies ("S&P") and Fitch
Ratings ("Fitch") represent their opinions as to the quality of the securities
that they undertake to rate. It should be emphasized, however, that ratings are
relative and subjective and are not absolute standards of quality. Although
these ratings are an initial criterion for selection of portfolio investments,
the Advisor also makes its own evaluation of these securities, subject to review
by the Board of Trustees. After purchase by the Portfolio, an obligation may
cease to be rated or its rating may be reduced below the minimum required for
purchase by the Portfolio. The Advisor will cause the Portfolio to dispose of
any security as soon as practicable if the security is no longer of the
requisite quality, unless such action would not be in the best interest of the
Portfolio. A description of the ratings used herein and in the Prospectus is set
forth in the Appendix to this SAI.

Portfolio Holdings

In addition to the public disclosure of Fund portfolio holdings through required
Securities and Exchange Commission ("SEC") quarterly filings, the Fund may make
its portfolio holdings information publicly available on the DWS Funds' Web site
as described in the Fund's prospectus. The Fund does not disseminate non-public
information about portfolio holdings except in accordance with policies and
procedures adopted by the Fund.

The Fund's procedures permit non-public portfolio holdings information to be
shared with Deutsche Asset Management and its affiliates (collectively "DeAM"),
subadvisors, if any, custodians, independent registered public accounting firms,
attorneys, officers and trustees/directors and each of their respective
affiliates and advisers who require access to this information to fulfill their
duties to the Fund and are subject to the duties of confidentiality, including
the duty not to trade on non-public information, imposed by law or contract, or
by the Fund's procedures. This non-public information may also be disclosed,
subject to the requirements described below, to certain third parties, such as
securities lending agents, financial printers, proxy voting firms, mutual fund
analysts and rating and tracking agencies, or to shareholders in connection with
in-kind redemptions (collectively, "Authorized Third Parties").

Prior to any disclosure of the Fund's non-public portfolio holdings information
to Authorized Third Parties, a person authorized by the Fund's Directors must
make a good faith determination in light of the facts then known that the Fund
has a legitimate business purpose for providing the information, that the
disclosure is in the best interest of the Fund, and that the recipient assents
or otherwise has a duty to keep the information confidential and to not trade
based on the information received while the information remains non-public. No
compensation is received by the Fund or DeAM for disclosing non-public holdings
information. Periodic reports regarding these procedures will be provided to the
Fund's Directors.

Portfolio holdings information distributed by the trading desks of DeAM or a
subadvisor for the purpose of facilitating efficient trading of such securities
and receipt of relevant research is not subject to the foregoing requirements.
Non-public portfolio holding information does not include portfolio
characteristics (other than holdings or subsets of holdings) about the Fund and
information derived therefrom, including, but not limited to, how the Fund's
investments are divided among various sectors, industries, countries, value and
growth stocks, bonds, currencies and cash, types of bonds, bond maturities,
duration, bond coupons and bond credit quality ratings so long as the identity
of the Fund's holdings could not be derived from such information.

Registered investment companies that are subadvised by DeAM may be subject to
different portfolio holdings disclosure policies, and neither DeAM nor the
Fund's Directors exercise control over such policies. In addition, separate
account clients of DeAM have access to their portfolio holdings and are not
subject to the Fund's portfolio holdings disclosure policy. The portfolio
holdings of some of the funds subadvised by DeAM and some of the separate
accounts managed by DeAM may substantially overlap with the portfolio holdings
of the Series.

DeAM also manages certain unregistered commingled trusts and creates model
portfolios, the portfolio holdings of which may substantially overlap with the
portfolio holdings of the Series. To the extent that investors in these
commingled trusts or recipients of model portfolio holdings information may
receive portfolio holdings information of their trust or of a model portfolio on
a different basis from that on which Series portfolio holdings information is
made public, DeAM has implemented procedures reasonably designed to encourage
such investors and recipients to keep such information confidential, and to
prevent those investors from trading on the basis of non-public holdings
information.

There is no assurance that the Fund's policies and procedures with respect to
the disclosure of portfolio holdings information will protect the Series from
the potential misuse of portfolio holdings information by those in possession of
that information.

                             MANAGEMENT OF THE FUND

Investment Advisor

Deutsche Investment Management Americas Inc. ("DIMA" or the "Advisor"), which is
part of Deutsche Asset Management, is the investment advisor for the Fund and
the Portfolio. The Fund seeks to achieve its investment objective by investing
substantially all its assets into the Portfolio. Under the supervision of the
Board of Directors, DIMA, with headquarters at 345 Park Avenue, New York, New
York 10154, makes the Portfolio's investment decisions, buys and sells
securities for the Portfolio and conducts research that leads to these purchase
and sale decisions. The Advisor manages the Portfolio's daily investment and
business affairs subject to the policies established by the Board. DIMA and its
predecessors have more than 80 years of experience managing mutual funds. DIMA
provides a full range of investment advisory services to institutional and
retail clients. The Portfolio's investment advisor is also responsible for
selecting brokers and dealers and for negotiating brokerage commissions and
dealer charges. On December 31, 2006, Deutsche Asset Management, Inc. ("DAMI'')
merged into DIMA. Prior to December 31, 2006, DAMI was the investment advisor to
the Fund. As a result of the merger, DIMA is now the investment advisor to the
Fund.

DeAM is the marketing name in the US for the asset management activities of
Deutsche Bank AG, DIMA, Deutsche Asset Management, Inc., Deutsche Bank Trust
Company Americas and DWS Trust Company. DeAM is a global asset management
organization that offers a wide range of investing expertise and resources,
including hundreds of portfolio managers and analysts and an office network that
reaches the world's major investment centers. This well resourced global
investment platform brings together a wide variety of experience and investment
insight, across industries, regions, asset classes and investing styles. DIMA is
an indirect, wholly owned subsidiary of Deutsche Bank AG. Deutsche Bank AG is a
major global banking institution that is engaged in a wide range of financial
services, including investment management, mutual fund, retail, private and
commercial banking, investment banking and insurance. DWS Investments is part of
Deutsche Bank's Asset Management division and, within the US, represents the
retail asset management activities of Deutsche Bank AG, Deutsche Bank Trust
Company Americas, Deutsche Investment Management Americas Inc. and DWS Trust
Company.

Pursuant to each investment management agreement with the Fund and the
Portfolio, the Advisor acts as investment advisor, manages its investments,
administers its business affairs, furnishes office facilities and equipment,
provides clerical and administrative services and permits its officers and
employees to serve without compensation as trustees or officers of the Fund and
Portfolio if elected to such positions. DIMA provides investment counsel for
many individuals and institutions, including insurance companies, industrial
corporations, and financial and banking organizations, as well as providing
investment advice to open- and closed-end SEC registered funds. In certain
cases, the investments for the Portfolio, and in some cases the Fund, are
managed by the same individuals who manage one or more other mutual funds
advised by the Advisor that have similar names, objectives and investment
styles. You should be aware that the Portfolio, and the Fund, if applicable, are
likely to differ from these other mutual funds in size, cash flow pattern and
tax matters. Accordingly, the holdings and performance of the Portfolio and the
Fund can be expected to vary from those of these other mutual funds.

Certain investments may be appropriate for the Portfolio or the Fund and also
for other clients advised by the Advisor. Investment decisions for the Portfolio
or the Fund and other clients are made with a view to achieving their respective
investment objectives and after consideration of such factors as their current
holdings, availability of cash for investment and the size of their investments
generally. Frequently, a particular security may be bought or sold for only one
client or in different amounts and at different times for more than one but less
than all clients. Likewise, a particular security may be bought for one or more
clients when one or more other clients are selling the security. In addition,
purchases or sales of the same security may be made for two or more clients on
the same day. In such event, such transactions will be allocated among the
clients in a manner believed by the Advisor to be equitable to each. In some
cases, this procedure could have an adverse effect on the price or amount of the
securities purchased or sold by the Portfolio or the Fund. Purchase and sale
orders for the Portfolio, or the Fund as appropriate, may be combined with those
of other clients of the Advisor in the interest of achieving the most favorable
net results to the Fund.

The Board and the shareholders of the Portfolio and the Fund, respectively,
approved an amended and restated investment management agreement (the
"Investment Management Agreements" and each an "Investment Management
Agreement"). Pursuant to the Investment Management Agreements, the Advisor
provides continuing investment management of the assets of the Fund and the
Portfolio. In addition to the investment management of the assets of the Fund
and the Portfolio, the Advisor determines the investments to be made for the
Fund and the Portfolio, including what portion of its assets remain uninvested
in cash or cash equivalents, and with whom the orders for investments are
placed, consistent with the policies set forth in its Prospectus and SAI, or as
adopted by the Board. The Advisor will also monitor, to the extent not monitored
by the administrator or other agent of the Fund or Portfolio, the compliance
with its investment and tax guidelines and other compliance policies.

The Advisor provides assistance to the Board in valuing the securities and other
instruments held by the Portfolio or Fund, as appropriate, to the extent
reasonably required by valuation policies and procedures that may be adopted by
the Portfolio or Fund.

Pursuant to the Investment Management Agreements, (unless otherwise provided in
the agreement or as determined by the Board and to the extent permitted by
applicable law), the Advisor pays the compensation and expenses of all the Board
members, officers, and executive employees of the Fund and Portfolio, including
its share of payroll taxes, who are affiliated persons of the Advisor.

The Investment Management Agreements provide that the Fund and the Portfolio are
each generally responsible for expenses that include: fees payable to the
Advisor; outside legal, accounting or auditing expenses, including with respect
to expenses related to negotiation, acquisition or distribution of portfolio
investments; maintenance of books and records that are maintained by the Fund
and the Portfolio, the custodian, or other agents of the Fund and the Portfolio,
respectively; taxes and governmental fees; fees and expenses of the Portfolio's,
or Fund's, accounting agent, custodian, sub-custodians, depositories, transfer
agents, dividend reimbursing agents and registrars; payment for portfolio
pricing or valuation services to pricing agents, accountants, bankers and other
specialists, if any; brokerage commissions or other costs of acquiring or
disposing of any portfolio securities or other instruments of the Fund and the
Portfolio; and litigation expenses and other extraordinary expenses not incurred
in the ordinary course of the Portfolio's, or Fund's, business.

The Investment Management Agreements allow the Advisor to delegate any of its
duties under each agreement to a subadvisor, subject to a majority vote of the
Board, including a majority of the Board who are not interested persons, and, if
required by applicable law, subject to a majority vote of the shareholders of
the Fund or Portfolio, as appropriate.

The Investment Management Agreements provide that the Advisor shall not be
liable for any error of judgment or mistake of law or for any loss suffered by
the Fund or Portfolio in connection with matters to which the agreement relates,
except a loss resulting from willful malfeasance, bad faith or gross negligence
on the part of the Advisor in the performance of its duties or from reckless
disregard by the Advisor of its obligations and duties under the agreement. The
Investment Management Agreements may be terminated at any time, without payment
of penalty, by either party or by vote of a majority of the outstanding voting
securities of the Portfolio on 60 days' written notice.

For the period July 1, 2006 through May 13, 2007, for all services provided
under the Investment Management Agreement to the Series, the Series paid the
Advisor a fee at the annual rate as a percentage of net assets shown below.

Average Daily Net Assets                                              Fee Rate
------------------------                                              --------

$0 - $500 million                                                      0.215%
Over $500 million - $1 billion                                         0.175%
Over $1 billion - $1.5 billion                                         0.165%
Over $1.5 billion - $2.5 billion                                       0.155%
Over $2.5 billion - $3.5 billion                                       0.145%
Over $3.5 billion                                                      0.135%

In addition, the Advisor was entitled to receive an additional fee with respect
to the Prime Series, calculated daily and paid monthly, at the annual rate of
0.02% of the Prime Series' average daily net assets.

Prior to July 1, 2006, as compensation for its services for the Series, DIMA
received a fee from the Series, calculated daily and paid monthly, at the
following annual rates based upon the Series' aggregate average daily net
assets: 0.30% of the first $500 million, 0.26% of the next $500 million, 0.25%
of the next $500 million, 0.24% of the next $1 billion, 0.23% of the next $1
billion and 0.22% of that portion in excess of $3.5 billion.

Advisory fees paid by the Series to DIMA for the last three fiscal years were as
follows:

For the Fiscal Year Ended March 31,

Series                              2007                2006
------                              ----                ----

Prime                            $5,341,664         $6,709,019
Net of Fee Waivers               $5,329,723         $6,675,606

For the period from April 1, 2007 through December 31, 2007, the Advisory fee
paid by the Series to DIMA was $599,073.

Effective May 14, 2007, the Series became a feeder fund investing substantially
all of its assets into the Portfolio. For services provided under the Investment
Management Agreement with the Fund, the Fund pays the Advisor a fee equal to
0.000% of the Fund's net assets if substantially all of the Fund's assets are
invested in the Portfolio. The Advisor receives a fee from the Portfolio.

Effective August 1, 2007, under the Investment Management Agreement with the
Portfolio, the Portfolio pays the Advisor a fee, computed and accrued daily and
paid monthly, at the annual rate of 0.150% of the first $3 billion of the
Portfolio's average daily net assets, 0.133% of the next $4.5 billion of the
Portfolio's average daily net assets and 0.120% over $7.5 billion of the
Portfolio's average daily net assets. For the period from May 14, 2007 through
July 31, 2007, the Portfolio paid the Advisor a fee, computed and accrued daily
and paid monthly, at the annual rate of 0.150% of the first $5.5 billion of the
Portfolio's average daily net assets, 0.135% of the next $5 billion of the
Portfolio's average daily net assets and 0.120% over $10.5 billion of the
Portfolio's average daily net assets. Prior to May 14, 2007, the Portfolio paid
the Advisor an annual advisory fee of 0.15%, based on its average daily net
assets, calculated daily and paid monthly.

For the fiscal year ended December 31, 2008, DIMA earned $40,442,627 (of which
$12,102,098 was waived) as compensation for investment advisory services
provided to the Portfolio.

For the fiscal year ended December 31, 2007, DIMA earned $27,236,671 (of which
$6,007,663 was waived) as compensation for investment advisory services provided
to the Portfolio.

The Portfolio's Advisor has contractually agreed through July 29, 2010 to waive
all or a portion of its management fee and reimburse or pay certain operating
expenses (excluding certain expenses such as extraordinary expenses, taxes,
brokerage and interest expenses) to the extent necessary to maintain the annual
expenses of the Portfolio at 0.15% of the Portfolio's average daily net assets.


From time to time, Deutsche Bank or an affiliate (collectively, "DB") may at its
sole discretion invest its own assets in shares of Fund ("proprietary
investment") for such purposes it deems appropriate, including investments
designed to assist in the management of Fund's portfolio. Any proprietary
investment may be hedged and, in that event, the return on the proprietary
investment, net of the effect of the hedge, would be expected to differ from the
return of Fund. DB has no obligation to make any proprietary investments and the
amount of any proprietary investment this is made may or may not be significant
in comparison to the level of assets of Fund. In the event that a proprietary
investment is made, except as otherwise required under the Investment Company
Act of 1940, DB would be permitted to redeem the investment at such time that it
deems appropriate provided; however, any such redemption would be effected by DB
in a manner designed to mitigate any adverse effects to Fund. DB may vote the
shares associated with a proprietary investment, at its option, either by
"mirror" voting in the same proportion as the shares of Fund are voted by the
other shareholders or by voting through an independent third party.

Effective February 5, 2008, the Advisor has voluntarily agreed to waive 0.13% of
the Fund's total operating expenses. This voluntary waiver or reimbursement may
be terminated at any time at the option of the Advisor. In addition, the Board
and shareholders have approved a new subadvisor approval policy for the Fund and
the Portfolio (the "Subadvisor Approval Policy"). The Subadvisor Approval Policy
permits the Advisor, subject to the approval of the Board, including a majority
of its independent board members, to appoint and replace subadvisors and to
amend sub-advisory contracts without obtaining shareholder approval. Under the
Subadvisor Approval Policy, the Board, including its independent board members,
will continue to evaluate and approve all new sub-advisory contracts between the
Advisor and any subadvisor, as well as all changes to any existing sub-advisory
contract. The Fund and the Portfolio cannot implement the Subadvisor Approval
Policy without the SEC either adopting revisions to current rules (as it
proposed to do in October 2003) or granting the Fund and the Portfolio exemptive
relief from existing rules. The Fund, Portfolio and the Advisor would be subject
to certain conditions imposed by the SEC (and certain conditions that may be
imposed in the future within either exemptive relief or a rule) to ensure that
the interests of the Fund and the Portfolio and their respective shareholders
are adequately protected whenever the Advisor acts under the Subadvisor Approval
Policy, including any shareholder notice requirements.

Code of Ethics

The Board of Directors of the Fund has adopted a Code of Ethics pursuant to Rule
17j-1 under the 1940 Act. The Fund's/Portfolio's Code of Ethics permits access
persons of the Fund (Board members, officers and employees of the Advisor), to
make personal securities transactions for their own accounts. This includes
transactions in securities that may be purchased or held by the
Series/Portfolio, but requires compliance with the Code's pre-clearance
requirements, subject to certain exceptions. In addition, the Fund's/Portfolio's
Code of Ethics provides for trading "blackout periods" that prohibit trading of
personnel within periods of trading by the Series/Portfolio in the same
security. The Code of Ethics also prohibits short term trading profits and
personal investment in initial public offerings and requires prior approval with
respect to purchases of securities in private placements.

The Advisor and its affiliates (including the Fund's Distributor, DIDI) have
each adopted a Code of Ethics pursuant to 17j-1 under the 1940 Act (the
"Consolidated Code"). The Consolidated Code permits access persons to trade in
securities that may be purchased or held by a Series/Portfolio for their own
accounts, subject to compliance with the Consolidated Code's preclearance
requirements. In addition, the Consolidated Code also provides for trading
"blackout periods" that prohibit trading by personnel within periods of trading
by the Series/Portfolio in the same security. The Consolidated Code also
prohibits short term trading profits, and personal investment in initial public
offerings and requires prior approval with respect to purchases of securities in
private placements.

These Codes of Ethics are on public file with, and are available from, the SEC.

Regulatory Matters and Legal Proceedings

On December 21, 2006, Deutsche Asset Management ("DeAM") settled proceedings
with the Securities and Exchange Commission ("SEC") and the New York Attorney
General on behalf of Deutsche Asset Management, Inc. ("DAMI") and DIMA, the
investment advisors to many of the DWS Investments funds, regarding allegations
of improper trading of fund shares at DeAM and at the legacy Scudder and Kemper
organizations prior to their acquisition by DeAM in April 2002. These regulators
alleged that although the prospectuses for certain funds in the regulators' view
indicated that the funds did not permit market timing, DAMI and DIMA breached
their fiduciary duty to those funds in that their efforts to limit trading
activity in the funds were not effective at certain times. The regulators also
alleged that DAMI and DIMA breached their fiduciary duty to certain funds by
entering into certain market timing arrangements with investors. These trading
arrangements originated in businesses that existed prior to the currently
constituted DeAM organization, which came together as a result of various
mergers of the legacy Scudder, Kemper and Deutsche fund groups, and all of the
arrangements were terminated prior to the start of the regulatory investigations
that began in the summer of 2003. No current DeAM employee approved these
trading arrangements. Under the terms of the settlements, DAMI and DIMA neither
admitted nor denied any wrongdoing.

The terms of the SEC settlement, which identified improper trading in the legacy
Deutsche and Kemper mutual funds only, provide for payment of disgorgement in
the amount of $17.2 million. The terms of the settlement with the New York
Attorney General provide for payment of disgorgement in the amount of $102.3
million, which is inclusive of the amount payable under the SEC settlement, plus
a civil penalty in the amount of $20 million. The total amount payable by DeAM,
approximately $122.3 million, will be distributed to shareholders of the
affected funds in accordance with a distribution plan to be developed by a
distribution consultant. The funds' investment advisors do not believe these
amounts will have a material adverse financial impact on them or materially
affect their ability to perform under their investment management agreements
with the DWS funds. The above-described amounts are not material to Deutsche
Bank, and have already been reserved.

Among the terms of the settled orders, DeAM is subject to certain undertakings
regarding the conduct of its business in the future, including formation of a
Code of Ethics Oversight Committee to oversee all matters relating to issues
arising under the advisors' Code of Ethics; establishment of an Internal
Compliance Controls Committee having overall compliance oversight responsibility
of the advisors; engagement of an Independent Compliance Consultant to conduct a
comprehensive review of the advisors' supervisory compliance and other policies
and procedures designed to prevent and detect breaches of fiduciary duty,
breaches of the Code of Ethics and federal securities law violations by the
advisors and their employees; and commencing in 2008, the advisors shall undergo
a compliance review by an independent third party.

In addition, DeAM is subject to certain further undertakings relating to the
governance of the mutual funds, including that at least 75% of the members of
the Boards of Trustees/Directors overseeing the DWS Funds continue to be
independent of DeAM; the Chairmen of the DWS Funds' Boards of Trustees/Directors
continue to be independent of DeAM; DeAM maintain existing management fee
reductions for certain funds for a period of five years and not increase
management fees for these certain funds during this period; the funds retain a
senior officer (or independent consultants, as applicable) responsible for
assisting in the review of fee arrangements and monitoring compliance by the
funds and the investment advisors with securities laws, fiduciary duties, codes
of ethics and other compliance policies, the expense of which shall be borne by
DeAM; and periodic account statements, fund prospectuses and the mutual funds'
web site contain additional disclosure and/or tools that assist investors in
understanding the fees and costs associated with an investment in the funds and
the impact of fees and expenses on fund returns.

DeAM has also settled proceedings with the Illinois Secretary of State regarding
market timing matters. The terms of the Illinois settlement provide for investor
education contributions totaling approximately $4 million and a payment in the
amount of $2 million to the Securities Audit and Enforcement Fund.

On September 28, 2006, the SEC and the National Association of Securities
Dealers ("NASD") (now known as the Financial Industry Regulatory Authority, or
"FINRA") announced final agreements in which Deutsche Investment Management
Americas Inc. ("DIMA"), Deutsche Asset Management, Inc. ("DAMI") and DWS Scudder
Distributors, Inc. (now known as DWS Investments Distributors, Inc. ("DIDI"))
settled administrative proceedings regarding disclosure of brokerage allocation
practices in connection with sales of the DWS Funds' (now known as the DWS
Investments Funds) shares during 2001-2003. The agreements with the SEC and NASD
are reflected in orders which state, among other things, that DIMA and DAMI
failed to disclose potential conflicts of interest to the funds' Boards and to
shareholders relating to DIDI's use of certain funds' brokerage commissions to
reduce revenue sharing costs to broker-dealer firms with whom it had
arrangements to market and distribute DWS Fund shares. These directed brokerage
practices were discontinued in October 2003.

Under the terms of the settlements, in which DIMA, DAMI and DIDI neither
admitted nor denied any of the regulators' findings, DIMA, DAMI and DIDI agreed
to pay disgorgement, prejudgment interest and civil penalties in the total
amount of $19.3 million. The portion of the settlements distributed to the funds
was approximately $17.8 million and was paid to the funds as prescribed by the
settlement orders based upon the amount of brokerage commissions from each fund
used to satisfy revenue sharing agreements with broker-dealers who sold fund
shares.

As part of the settlements, DIMA, DAMI and DIDI also agreed to implement certain
measures and undertakings relating to revenue sharing payments including making
additional disclosures in the funds' Prospectuses or Statements of Additional
Information, adopting or modifying relevant policies and procedures and
providing regular reporting to the fund Boards.

Additional information announced by DeAM regarding the terms of the settlements
is available at www.dws-investments.com/regulatory_settlements.

The matters alleged in the regulatory settlements described above also serve as
the general basis of a number of private class action lawsuits involving the DWS
funds. These lawsuits name as defendants various persons, including certain DWS
funds, the funds' investment advisors and their affiliates, and certain
individuals, including in some cases fund Trustees/Directors, officers, and
other parties. Each DWS fund's investment advisor has agreed to indemnify the
applicable DWS funds in connection with these lawsuits, or other lawsuits or
regulatory actions that may be filed making similar allegations.

Based on currently available information, the funds' investment advisors believe
the likelihood that the pending lawsuits will have a material adverse financial
impact on a DWS fund is remote and such actions are not likely to materially
affect their ability to perform under their investment management agreements
with the DWS funds.

                                SERVICE PROVIDERS

Administrator

Deutsche Investment Management Americas, Inc. ("DIMA" or the "Administrator"),
the Advisor to the Fund and the Portfolio, 345 Park Avenue, New York, New York
10154, also serves as the Fund's and Portfolio's Administrator. The Fund and the
Portfolio recently entered into a new administrative services agreement with
DIMA (the "Administrative Services Agreement"), pursuant to which DIMA provides
most administrative services to the Series and Portfolio including, among
others, providing the Series and Portfolio with personnel, preparing and making
required filings on behalf of the Series and Portfolio, maintaining books and
records for the Series and Portfolio, and monitoring the valuation of
securities. For all services provided under the Administrative Services
Agreement, the Series pays DIMA a fee of 0.100% of the Series' net assets,
computed and accrued daily and payable monthly. For all services provided under
the Administrative Services Agreement, the Portfolio pays the Administrator a
fee, computed daily and paid monthly, of 0.030% of the Portfolio's average daily
net assets.

Under the Administrative Services Agreements, DIMA is obligated on a continuous
basis to provide such administrative services as the Board of Directors of the
Fund and Portfolio reasonably deems necessary for the proper administration of
the Fund and Portfolio. DIMA generally provides the Fund and Portfolio with
personnel; arranges for the preparation and filing of the Fund's and Portfolio's
tax returns; prepares and submits reports and meeting materials to the Board and
the shareholders; prepares and files updates to the Series' and Portfolio's
prospectus and statement of additional information as well as other reports
required to be filed by the SEC; maintains the Series' and Portfolio's records;
provides the Series and Portfolio with office space, equipment and services;
supervises, negotiates the contracts of and monitors the performance of third
parties contractors; oversees the tabulation of proxies; monitors the valuation
of portfolio securities and monitors compliance with Board-approved valuation
procedures; assists in establishing the accounting and tax policies of the
Series and Portfolio; assists in the resolution of accounting issues that may
arise with respect to the Series and Portfolio; establishes and monitors the
Series' and Portfolio's operating expense budgets; reviews and processes the
Series' and Portfolio's bills; assists in determining the amount of dividends
and distributions available to be paid by the Series and Portfolio; prepares and
arranges dividend notifications and provides information to agents to effect
payments thereof; provides to the Board periodic and special reports; provides
assistance with investor and public relations matters; and monitors the
registration of shares under applicable federal and state law. DIMA also
performs certain fund accounting services under the Administrative Services
Agreement. The Administrative Services Agreement provides that DIMA will not be
liable under the Administrative Services Agreement except for willful
misfeasance, bad faith or negligence in the performance of its duties or from
the reckless disregard by it of its duties and obligations thereunder.

Pursuant to an agreement between the Administrator and State Street Bank and
Trust Company ("SSB"), the Administrator has delegated certain administrative
functions to SSB. The costs and expenses of such delegation are borne by the
Administrator, not by the Fund.

The fee payable by the Fund and Portfolio to the Administrator pursuant to the
Administrative Services Agreement is reduced by the amount of any credit
received from the custodian for cash balances.

For the period from April 1, 2007 through December 31, 2007, the Administrator
received an administrative services fee of $1,982,489 (of which $219,786 is
unpaid as of December 31, 2007) from the Fund. For the period from July 1, 2006
through March 31, 2007, DIMA earned $2,001,495 as compensation for
administrative services provided to the Fund.

Through May 13, 2010, the Advisor has contractually agreed to waive all or a
portion of its administrative services fee and reimburse or pay operating
expenses of the Fund to the extent necessary to maintain the Fund's operating
expenses at 0.68% for Cash Reserve Prime Shares and 0.30% for Institutional
Shares, excluding certain expenses such as extraordinary expenses, taxes,
brokerage and interest expenses.

For the fiscal year ended December 31, 2008, the Administrator received an
administrative services fee of $9,745,032 (of which $730,622 is unpaid as of
December 31, 2008) from the Portfolio.

For the fiscal year ended December 31, 2007, the Administrator received an
administrative services fee of $6,287,793 (of which $911,650 is unpaid as of
December 31, 2007) from the Portfolio.

As noted above, effective July 1, 2006, the Advisor provides accounting services
under the Administrative Agreement. For the period April 1, 2006 through June
30, 2006, DIMA (formerly Investors Company Capital Corporation, or "ICCC")
received fees of $38,378 for providing accounting services to the Prime Series.
For the fiscal year ended March 31, 2006, ICCC received fees of $154,999 for
providing accounting services to the Prime Series. For the fiscal year ended
March 31, 2005, ICCC received fees of $152,685 for providing accounting services
to the Prime Series.

Pursuant to DeAM procedures approved by the Boards on behalf of the DWS funds,
proof of claim forms are routinely filed on behalf of the DWS funds by a third
party service provider, with certain limited exceptions. The Boards of the DWS
funds receive periodic reports regarding the implementation of these procedures.

Distributor

DIDI, an affiliate of the Advisor, serves as the distributor for each class of
the Series' shares pursuant to a Distribution Agreement (the "Distribution
Agreement"). The Distributor also serves as the distributor for other funds in
the fund complex. The Distribution Agreement provides that the Distributor shall
(i) use reasonable efforts to sell shares upon the terms and conditions
contained in the Distribution Agreement and the Fund's then current Prospectus;
(ii) use its best efforts to conform with the requirements of all federal and
state laws relating to the sale of the shares; (iii) adopt and follow procedures
as may be necessary to comply with the requirements of FINRA and any other
applicable self-regulatory organization; (iv) perform its duties under the
supervision of and in accordance with the directives of the Fund's Board of
Directors and the Fund's Articles of Incorporation and By-Laws; and (v) provide
the Fund's Board of Directors with a written report of the amounts expended in
connection with the Distribution Agreement. The Distributor shall devote
reasonable time and effort to effect sales of shares but shall not be obligated
to sell any specific number of shares. The services of the Distributor are not
exclusive and the Distributor shall not be liable to the Series or their
shareholders for any error of judgment or mistake of law, for any losses arising
out of any investment, or for any action or inaction of the Distributor in the
absence of bad faith, willful misfeasance or gross negligence in the performance
of its duties or obligations under the Distribution Agreement or by reason of
its reckless disregard of its duties and obligations under the Distribution
Agreement. The Distribution Agreement further provides that the Fund and the
Distributor will mutually indemnify each other for losses relating to
disclosures in the Fund's registration statement.

The Distribution Agreement may be terminated at any time upon 60 days' written
notice by the Fund, without penalty, by the vote of a majority of the Fund's
Independent Directors, by a vote of a majority of the Fund's outstanding shares
of the relevant class of the Fund (as defined under "Fund Organization"), or
upon 60 days' written notice by the Distributor, and shall automatically
terminate in the event of an assignment. The Distribution Agreement has an
initial term of one year from the date of effectiveness. It shall continue in
effect thereafter with respect to each class of the Series provided that it is
approved at least annually by (i) a vote of a majority of the outstanding shares
of the relevant class of the Fund or (ii) a vote of a majority of the Series
Board of Directors including a majority of the Independent Directors and, with
respect to each class of the Series for which there is a plan of distribution,
so long as such plan of distribution is approved at least annually by a majority
of the Independent Directors in person at a meeting called for the purpose of
voting on such approval.

As compensation for its services, the Distributor receives a distribution fee
from the Fund, calculated daily and paid monthly, at the annual rate of 0.25% of
the aggregate average daily net assets of the Cash Reserve Prime Shares. The
Distributor receives no compensation with respect to its services as distributor
for the Cash Reserve Prime Institutional Shares. In addition, the Distributor
receives a shareholder servicing fee, paid monthly, at an annual rate equal to
0.07% of the Cash Reserve Prime Shares average daily net assets.

As compensation for providing distribution and shareholder services to the Fund
for the period ended December 31, 2008 and for the last three fiscal years, the
Distributor received fees in the following amounts:

                            For the Fiscal Year Ended

<TABLE>
<CAPTION>
                                           December 31,             December 31,        March 31,        March 31,
Fee                                           2008                     2007              2007              2006
---                                           ----                     ----              ----              ----

<S>          <C> <C>                       <C>                       <C>              <C>              <C>
Prime Shares 12b-1 Fee                     $3,380,707***             $2,784,807*      $5,025,654       $5,160,355
Prime Shares Shareholder Service Fee         $894,017****              $773,342**     $1,407,183       $1,444,899
</TABLE>

*        $335,676 was unpaid at December 31, 2007.

**       $81,627 was unpaid at December 31, 2007.

***      $321,785 was unpaid at December 31, 2008.

****     $84,142 was unpaid at December 31, 2008.

Pursuant to the Distribution Agreement, the Distributor may pay certain
promotional and advertising expenses and, except in the case of the
Institutional Shares, may compensate certain registered securities dealers and
banks and other financial institutions for services provided in connection with
the processing of orders for purchase or redemption of the Fund's shares and
furnishing other shareholder services. Payments by the Distributor to certain
registered securities dealers are paid by the Distributor out of fees received
by the Distributor from the Fund. In addition, the Fund may enter into
Shareholder Servicing Agreements pursuant to which the Advisor or its affiliates
will provide compensation out of its own resources for ongoing shareholder
services. Specifically, the Distributor may compensate certain registered
securities dealers for opening accounts, processing investor purchase and
redemption orders, responding to inquiries from Fund shareholders concerning the
status of their accounts and the operations of the Fund, and communicating with
the Fund and its transfer agent on behalf of Fund shareholders. The Distributor
may also enter into shareholder processing and servicing agreements
("Shareholder Servicing Agreements") with any securities dealer who is
registered under the 1934 Act and is a member in good standing of the NASD and
with banks and other financial institutions who may wish to establish accounts
or sub-accounts on behalf of their customers (collectively, such securities
dealers, banks and financial institutions are referred to as "Shareholder
Servicing Agents").

The Distributor may make payments to Shareholder Servicing Agents out of its
distribution fee, for processing investor purchase and redemption orders,
responding to inquiries from Fund shareholders concerning the status of their
accounts and operations of the Fund and communicating with the Fund, its
transfer agent and the Distributor. The fees payable to Shareholder Servicing
Agents under Shareholder Servicing Agreements will be negotiated by the
Distributor. The Distributor will report quarterly to the Fund's Board of
Directors on the rate to be paid under each such agreement and the amounts paid
or payable under such agreements. The rate will be based upon the Distributor's
analysis of: (1) the nature, quality and scope of services being provided by the
Shareholder Servicing Agent; (2) the costs incurred by the Shareholder Servicing
Agent in connection with providing services to shareholders; (3) the amount of
assets being invested in shares of the Fund; and (4) the contribution being made
by the Shareholder Servicing Agent toward reducing the Fund's expense ratio. The
provisions of the Distribution Agreement authorizing payments by the Distributor
for advertisements, promotional materials, sales literature and printing and
mailing of prospectuses to other than Fund shareholders and payments by the
Distributor and the Fund to Shareholder Servicing Agents may be deemed to
constitute payments by the Fund to support distribution.

Pursuant to Rule 12b-1 under the 1940 Act, investment companies may pay
distribution expenses directly or indirectly only pursuant to a plan adopted by
the investment company's board of directors and approved by its shareholders.
Amounts allocated to Participating Dealers or Shareholder Servicing Agents may
not exceed amounts payable to the Distributors under the Plans with respect to
shares held by or on behalf of customers of such entities.

The Plan will remain in effect from year to year, provided that the agreement
and Plan is specifically approved at least annually by the Fund's Board of
Directors and by the affirmative vote of a majority of the Independent Directors
by votes cast in person at a meeting called for such purpose. In approving the
Plan, the directors determined, in the exercise of their business judgment and
in light of their fiduciary duties as directors of the Fund, that there was a
reasonable likelihood that such Plan would benefit the Fund and its
shareholders. Although it is a primary objective of the Plan to reduce expenses
of the Fund by fostering growth in the Fund's net assets, there can be no
assurance that this objective of the Plan will be achieved; however, based on
the data and information presented to the Board of Directors by the Distributor,
the Board of Directors determined that there is a reasonable likelihood that the
benefits of growth in the size of the Fund can be accomplished under the Plan.

The Plan will be renewed only if the directors make a similar determination
prior to each renewal term. The Plan may not be amended to increase the maximum
amount of payments by the Distributor to Shareholder Servicing Agents without
shareholder approval, and all material amendments to the provisions of the
Distribution Agreement relating to the Plan must be approved by a vote of the
Board of Directors and of the directors who have no direct or indirect interest
in the Plan, cast in person at a meeting called for the purpose of such vote.
When the Board of Directors of the Fund approved the Plan, the Board of
Directors requested and evaluated such information as it deemed reasonably
necessary to make an informed determination that the agreements and Plans should
be approved. The Board considered and gave appropriate weight to all pertinent
factors necessary to reach the good faith judgment that the Plan would benefit
the Fund and its shareholders. During the continuance of the Plan, the
Distributor will report in writing to the Fund's Board of Directors annually the
amounts and purposes of such payments for services rendered to shareholders by
securities dealers and financial institutions who have executed Shareholder
Servicing Agreements.

In addition, the Prime Series has adopted a Shareholder Service Plan. Each plan
compensates Shareholder Servicing Agents for services for which they are not
otherwise being compensated under a dealer or Shareholder Servicing Agreement
entered into pursuant to the Plan for the shares. This Shareholder Service Plan
will continue in effect from year to year only so long as such continuance is
specifically approved at least annually by a vote of the Fund's Board of
Directors.

Expenses

DIMA and the Distributor furnish, without cost to the Fund, such personnel as
are required for the proper conduct of the Fund's affairs and to carry out their
obligations under the Distribution Agreement and the Investment Management
Agreement. The Advisor maintains, at its own expense and without cost to the
Fund, trading functions in order to carry out its obligation to place orders for
the purchase and sale of portfolio securities for the Prime Series. The
Distributor bears the expenses of printing and distributing prospectuses (other
than those prospectuses distributed to existing shareholders of the Fund) and
any other promotional or sales literature used by the Distributor or furnished
by the Distributor to purchasers or dealers in connection with the public
offering of the Fund's shares, the expenses of advertising in connection with
such public offering and all legal expenses in connection with the foregoing.

The Fund pays or causes to be paid all other expenses of the Fund, including,
without limitation: the fees of the Distributor and DIMA; the charges and
expenses of any registrar, any custodian or depository appointed by the Fund for
the safekeeping of its cash, portfolio securities and other property, and any
share transfer, dividend or accounting agent or agents appointed by the Fund;
brokers' commissions chargeable to the Fund in connection with portfolio
securities transactions to which the Fund is a party; all taxes, including
securities issuance and transfer taxes, and fees payable by the Fund to federal,
state or other governmental agencies; the costs and expenses of engraving or
printing certificates representing shares of the Fund; all costs and expenses in
connection with the registration and maintenance of registration of the Fund and
its shares with the SEC and various states and other jurisdictions (including
filing fees, legal fees and disbursements of counsel); the costs and expenses of
printing, including typesetting, and distributing prospectuses of the Fund and
supplements thereto to the Fund's shareholders (prospectuses distributed to
prospective shareholders are paid for by the Distributor); all expenses of
shareholders' and directors' meetings and of preparing, printing and mailing of
proxy statements and reports to shareholders; fees and travel expenses of
directors or director members of any advisory board or committee; all expenses
incident to the payment of any dividend, distribution, withdrawal or redemption,
whether in shares or in cash; charges and expenses of any outside service used
for pricing of the Fund's shares; fees and expenses of legal counsel and of
independent accountants, in connection with any matter relating to the Fund;
membership dues of industry associations; interest payable on Fund borrowings;
postage; insurance premiums on property or personnel (including officers and
directors) of the Fund which inure to its benefit; extraordinary expenses
(including, but not limited to, legal claims and liabilities and litigation
costs and any indemnification related thereto); and all other charges and costs
of the Fund's operations unless otherwise explicitly assumed by the Distributor
or DIMA.

The address of DIDI is 222 South Riverside Plaza, Chicago, Illinois 60606-5808.

Expenses which are attributable to the Fund's Series are charged against the
income of the Series in determining net income for dividend purposes. Expenses
attributable to a class of shares of a Series are allocated to that class.

Custodian

State Street Bank and Trust Company ("SSB" or the "Custodian"), 225 Franklin
Street, Boston, MA 02110, serves as custodian for the Fund and the Portfolio. As
custodian, SSB holds the Portfolio's assets.

Transfer Agent

DWS Investments Service Company ("DISC" or the "Transfer Agent") serves as
transfer agent of the Fund pursuant to a transfer agency agreement. DISC is
headquartered at 210 West 10th Street, Kansas City, Missouri 64105-1614. Prior
to December 16, 2002, ICCC served as the Fund's transfer agent. Under its
transfer agency agreement with the Fund, DISC maintains the shareholder account
records for the Fund, handles certain communications between shareholders and
the Fund and causes to be distributed any dividends and distributions payable by
the Fund. DISC is compensated by DIMA out of its administrative fee and may be
reimbursed by the Fund for its out-of-pocket expenses.

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 servicing agent functions to DST. The costs and expenses of such
delegation are borne by DISC, not by the Fund.

The Transfer Agent receives an annual service fee for each account of the Fund,
based on the type of account. For open retail accounts, the fee is a flat fee
ranging from $20.00 to $27.50 per account, for open wholesale money funds the
fee is $35.05 per account, while for certain retirement accounts serviced on the
recordkeeping system of ADP, Inc., the fee is a flat fee up to $3.80 per account
(as of 2008, indexed to inflation) plus an asset based fee of up to 0.25% of
average net assets. 1/12th of the annual service charge for each account is
charged and payable to the Transfer Agent each month. A fee is charged for any
account which at any time during the month had a share balance in the Fund.
Smaller fees are also charged for closed accounts for which information must be
retained on the Transfer Agent's system for up to 18 months after closing for
tax reporting purposes.

Certain out-of-pocket expenses incurred by the Transfer Agent, including
expenses of printing and mailing routine fund disclosure documents, costs of
record retention and transaction processing costs are reimbursed by the Fund or
are paid directly by the Fund. Certain additional out-of-pocket expenses,
including costs of computer hardware and software, third party record-keeping
and processing of proxy statements, may only be reimbursed by the Fund with the
prior approval of the Fund's Board.

For the year ended December 31, 2008, the following amounts were charged to the
classes of the Series by DISC:

<TABLE>
<CAPTION>
                                                                                           Unpaid at
Fund                                      Class                       Total            December 31, 2008
----                                      -----                       -----            -----------------

<S>                                                                <C>                       <C>
Cash Reserve Fund                      Prime Shares                $1,001,647                $286,666
Cash Reserve Fund               Prime Institutional Shares           $140,274                 $23,360

For the period from April 1, 2007 through December 31, 2007, the following
amounts were charged to the classes of the Series by DISC:

                                                                                           Unpaid at
Fund                                      Class                       Total            December 31, 2007
----                                      -----                       -----            -----------------

Cash Reserve Fund                      Prime Shares                  $925,003                $175,562
Cash Reserve Fund               Prime Institutional Shares           $103,921                 $29,427

For the fiscal year ended March 31, 2007, the following amounts were charged to
the classes of the Series by DISC:

Fund                                      Class                       Total                 Waived
----                                      -----                       -----                 ------

Cash Reserve Fund                      Prime Shares                $1,435,020                 $41,590
Cash Reserve Fund               Prime Institutional Shares            $67,817                 $11,887

For the fiscal year ended March 31, 2006, the following amounts were charged to
the classes of the Series by DISC:

Fund                                       Class                      Total
----                                       -----                      -----

Cash Reserve Fund                      Prime Shares                $1,505,881
Cash Reserve Fund               Prime Institutional Shares            $44,288
</TABLE>

Legal Counsel

Ropes & Gray LLP, One International Place, Boston, MA 02110-2624, serves as
legal counsel to the Fund and to the Independent Directors.

Independent Registered Public Accounting Firm

PricewaterhouseCoopers LLP, 125 High Street, Boston, MA 02110 is the independent
registered public accounting firm to the Fund.

SEMIANNUAL AND ANNUAL REPORTS

The Fund furnishes shareholders with semiannual (unaudited) and annual (audited)
reports containing information about each Series and its operations, including a
schedule of investments held in the Series' portfolio and its financial
statements.

                             PORTFOLIO TRANSACTIONS

The Advisor is generally responsible for placing the orders for the purchase and
sale of portfolio securities, including the allocation of brokerage. With
respect to those funds for which a sub-investment advisor manages the fund's
investments, references in this section to the "Advisor" should be read to mean
the Sub-Advisor, except as noted below.

The policy of the Advisor in placing orders for the purchase and sale of
securities for the Portfolio is to seek best execution, taking into account such
factors, among others, as price; commission (where applicable); the
broker-dealer's ability to ensure that securities will be delivered on
settlement date; the willingness of the broker-dealer to commit its capital and
purchase a thinly traded security for its own inventory; whether the
broker-dealer specializes in block orders or large program trades; the
broker-dealer's knowledge of the market and the security; the broker-dealer's
ability to maintain confidentiality; the broker-dealer's ability to provide
access to new issues; the broker-dealer's ability to provide support when
placing a difficult trade; the financial condition of the broker-dealer; and
whether the broker-dealer has the infrastructure and operational capabilities to
execute and settle the trade. The Advisor seeks to evaluate the overall
reasonableness of brokerage commissions with commissions charged on comparable
transactions and compares the brokerage commissions (if any) paid by the
Portfolio to reported commissions paid by others. The Advisor routinely reviews
commission rates, execution and settlement services performed and makes internal
and external comparisons.

Commission rates on transactions in equity securities on US securities exchanges
are subject to negotiation. Commission rates on transactions in equity
securities on foreign securities exchanges are generally fixed. Purchases and
sales of fixed-income securities and certain over-the-counter securities are
effected on a net basis, without the payment of brokerage commissions.
Transactions in fixed income and certain over-the-counter securities are
generally placed by the Advisor with the principal market makers for these
securities unless the Advisor reasonably believes more favorable results are
available elsewhere. Transactions with dealers serving as market makers reflect
the spread between the bid and asked prices. Purchases of underwritten issues
will include an underwriting fee paid to the underwriter. Money market
instruments are normally purchased in principal transactions directly from the
issuer or from an underwriter or market maker.

It is likely that the broker-dealers selected based on the considerations
described in this section will include firms that also sell shares of the
Portfolio to their customers. However, the Advisor does not consider sales of
shares of the Portfolio as a factor in the selection of broker-dealers to
execute portfolio transactions for the Portfolio and, accordingly, has
implemented policies and procedures reasonably designed to prevent its traders
from considering sales of shares of the Portfolio as a factor in the selection
of broker-dealers to execute portfolio transactions for the Portfolio.

The Advisor is permitted by Section 28(e) of the Securities Exchange Act of
1934, as amended ("1934 Act"), when placing portfolio transactions for a
Portfolio, to cause the Portfolio to pay brokerage commissions in excess of that
which another broker-dealer might charge for executing the same transaction in
order to obtain research and brokerage services if the Advisor determines that
such commissions are reasonable in relation to the overall services provided.
The Advisor may from time to time, in reliance on Section 28(e) of the 1934 Act,
execute portfolio transactions with broker-dealers that provide research and
brokerage services to the Advisor. Consistent with the Advisor's policy
regarding best execution, where more than one broker is believed to be capable
of providing best execution for a particular trade, the Advisor may take into
consideration the receipt of research and brokerage services in selecting the
broker-dealer to execute the trade. Although certain research and brokerage
services from broker-dealers may be useful to a Portfolio and to the Advisor, it
is the opinion of the Advisor that such information only supplements its own
research effort since the information must still be analyzed, weighed and
reviewed by the Advisor's staff. To the extent that research and brokerage
services of value are received by the Advisor, the Advisor may avoid expenses
that it might otherwise incur. Research and brokerage services received from a
broker-dealer may be useful to the Advisor and its affiliates in providing
investment management services to all or some of its clients, which includes a
Portfolio. Services received from broker-dealers that executed securities
transactions for a Portfolio will not necessarily be used by the Advisor
specifically to service such Portfolio.

Research and brokerage services provided by broker-dealers may include, but are
not limited to, information on the economy, industries, groups of securities,
individual companies, statistical information, accounting and tax law
interpretations, political developments, legal developments affecting portfolio
securities, technical market action, pricing and appraisal services, credit
analysis, risk measurement analysis, performance analysis and measurement and
analysis of corporate responsibility issues. Research and brokerage services are
typically received in the form of written or electronic reports, access to
specialized financial publications, telephone contacts and personal meetings
with security analysts, but may also be provided in the form of access to
various computer software and meetings arranged with corporate and industry
representatives.

The Advisor may also select broker-dealers and obtain from them research and
brokerage services that are used in connection with executing trades provided
that such services are consistent with interpretations under Section 28(e) of
the 1934 Act. Typically, these services take the form of computer software
and/or electronic communication services used by the Advisor to facilitate
trading activity with those broker-dealers.

Research and brokerage services may include products obtained from third parties
if the Advisor determines that such product or service constitutes brokerage and
research as defined in Section 28(e) and interpretations thereunder. Currently,
it is the Advisor's policy that Sub-Advisors may not execute portfolio
transactions on behalf of the Portfolio to obtain third party research and
brokerage services. The Advisor may, in the future, change this policy.
Regardless, certain Sub-Advisors may, as matter of internal policy, limit or
preclude third party research and brokerage services.

The Advisor may use brokerage commissions to obtain certain brokerage products
or services that have a mixed use (i.e., it also serves a function that does not
relate to the investment decision-making process). In those circumstances, the
Advisor will make a good faith judgment to evaluate the various benefits and
uses to which it intends to put the mixed use product or service and will pay
for that portion of the mixed use product or service that it reasonably believes
does not constitute research and brokerage services with its own resources.

DIMA will monitor regulatory developments and market practice in the use of
client commissions to obtain research and brokerage services and may adjust its
portfolio transactions policies in response thereto.

Investment decisions for each Portfolio and for other investment accounts
managed by the Advisor are made independently of each other in light of
differing conditions. However, the same investment decision may be made for two
or more of such accounts. In such cases, simultaneous transactions are
inevitable. To the extent permitted by law, the Advisor may aggregate the
securities to be sold or purchased for a Portfolio with those to be sold or
purchased for other accounts in executing transactions. Purchases or sales are
then averaged as to price and commission and allocated as to amount in a manner
deemed equitable to each account. While in some cases this practice could have a
detrimental effect on the price paid or received by, or on the size of the
position obtained or disposed of for, the Portfolio, in other cases it is
believed that the ability to engage in volume transactions will be beneficial to
the Portfolio.

DIMA and its affiliates and the Portfolio's management team manage other mutual
funds and separate accounts, some of which use short sales of securities as a
part of its investment strategy. The simultaneous management of long and short
portfolios creates potential conflicts of interest including the risk that short
sale activity could adversely affect the market value of the long positions (and
vice versa), the risk arising from sequential orders in long and short
positions, and the risks associated with receiving opposing orders at the same
time.

DIMA has adopted procedures that it believes are reasonably designed to mitigate
these potential conflicts of interest. Incorporated in the procedures are
specific guidelines developed to ensure fair and equitable treatment for all
clients. DIMA and the investment team have established monitoring procedures and
a protocol for supervisory reviews, as well as compliance oversight to ensure
that potential conflicts of interest relating to this type of activity are
properly addressed.

Deutsche Bank AG or one of its affiliates (or in the case of a Sub-Advisor, the
Sub-Advisor or one of its affiliates) may act as a broker for the Portfolio and
receive brokerage commissions or other transaction-related compensation from the
Portfolio in the purchase and sale of securities, options or futures contracts
when, in the judgment of the Advisor, and in accordance with procedures approved
by the Portfolio's Board, the affiliated broker will be able to obtain a price
and execution at least as favorable as those obtained from other qualified
brokers and if, in the transaction, the affiliated broker charges the Portfolio
a rate consistent with that charged to comparable unaffiliated customers in
similar transactions.

Money market instruments are normally purchased in principal transactions
directly from the issuer or from an underwriter or market maker. There usually
are no brokerage commissions paid by the Portfolio for such purchases. During
the last three fiscal years the Portfolio paid no portfolio brokerage
commissions. Purchases from underwriters will include a commission or concession
paid by the issuer to the underwriter, and purchases from dealers serving as
market makers will include the spread between the bid and asked prices.

During the last three fiscal years, neither the Portfolio nor the Series paid
any brokerage commissions.

Portfolio Turnover

The Portfolio may attempt to increase yields by trading to take advantage of
short-term market variations, which results in higher portfolio turnover. This
policy does not result in higher brokerage commissions to the Portfolio as the
purchases and sales of portfolio securities are usually effected as principal
transactions. The Portfolio's turnover rates are not expected to have a material
effect on its income and have been and are expected to be zero for regulatory
reporting purposes.

                        PURCHASE AND REDEMPTION OF SHARES

Policies and procedures affecting transactions in the Fund's shares can be
changed at any time without notice, subject to applicable law. Transactions may
be contingent upon proper completion of application forms and other documents by
shareholders and their receipt by the Fund's agents. Transaction delays in
processing (and changing account features) due to circumstances within or beyond
the control of the Fund and its agents may occur. Shareholders (or their
financial services firms) are responsible for all losses and fees resulting from
bad checks, cancelled orders or the failure to consummate transactions effected
pursuant to instructions reasonably believed to genuine.

Shares of the Fund are distributed by DWS Investments Distributors, Inc. ("DIDI"
or the "Distributor"). The Fund offers the classes of shares set forth in "The
Fund and its Shares" Section of this Statement of Additional Information.
General information on how to buy shares of the Fund is set forth in "Buying and
Selling Fund shares" in the Fund's Prospectuses. The following supplements that
information.

Investors who invest through authorized brokers, service organizations or their
designated intermediaries should submit redemption orders directly to their
broker, service organization or designated intermediary. The broker or
intermediary may charge you a transaction fee. The Fund will be deemed to have
received a redemption order when an authorized broker, service organization or,
if applicable, an authorized designee, accepts the order. Shares of the Fund may
be redeemed on any Business Day at the net asset value next determined after
receipt of the order, in good order, by DISC.

Use of Financial Services Firms. Investment dealers and other firms ("Firms")
provide varying arrangements for their clients to purchase and redeem the Fund's
shares, including higher minimum investments, and may assess transaction or
other fees. Firms may arrange with their clients for other investment or
administrative services. Firms may independently establish and charge additional
amounts to their clients for such services. Firms also may hold the Fund's
shares in nominee or street name as agent for and on behalf of their customers.
In such instances, the Fund's Transfer Agent will have no information with
respect to or control over the accounts of specific shareholders. Such
shareholders may obtain access to their accounts and information about their
accounts only from their Firm. The Fund has authorized the Shareholder Service
Agent to pay other Firms, out of the Series' assets, up to 0.03 of 1% for
Institutional Shares and 0.10% for Cash Reserve Shares for services and other
expenses relating to these nominee accounts including all of the individual
sub-accounting necessary for the processing of purchases and redemptions as part
of the brokerage sweep, processing of daily dividends and monthly
payment/reinvestment of accrued dividends, providing periodic statements, tax
reporting, changing account information for customers, administering daily wire
transfers and reconciliations with the Fund and other similar functions. These
Firms also coordinate with the Fund's Transfer Agent in connection with the
Fund's check writing program. In addition, certain privileges with respect to
the purchase and redemption of shares or the reinvestment of dividends may not
be available through such Firms. Some Firms may participate in a program
allowing them access to their clients' accounts for servicing including, without
limitation, transfers of registration and dividend payee changes; and may
perform functions such as generation of confirmation statements and disbursement
of cash dividends.

The Fund has authorized one or more financial service institutions, including
certain members of the National Association of Securities Dealers ("NASD") other
than the Distributor ("financial institutions"), to accept purchase and
redemption orders for the Fund's shares. Such financial institutions may also
designate other parties, including plan administrator intermediaries, to accept
purchase and redemption orders on the Fund's behalf. Orders for purchases or
redemptions will be deemed to have been received by the Fund when such financial
institutions or, if applicable, their authorized designees accept the orders.
Subject to the terms of the contract between the Fund and the financial
institution, ordinarily orders will be priced at the Fund's net asset value next
computed after acceptance by such financial institution or its authorized
designees and accepted by the Fund. Further, if purchases or redemptions of the
Fund's shares are arranged and settlement is made at an investor's election
through any other authorized financial institution, that financial institution
may, at its discretion, charge a fee for that service. The Board of Directors
and the Distributor, also the Fund's principal underwriter, each has the right
to limit the amount of purchases by, and to refuse to sell to, any person. The
Directors and the Distributor may suspend or terminate the offering of shares of
the Fund at any time for any reason.

DIDI has adopted an Incentive Plan (the "Plan") covering wholesalers that are
regional vice presidents ("DWS Investments Wholesalers"). Generally, DWS
Investments Wholesalers market shares of the DWS funds to financial advisors,
who in turn may recommend that investors purchase shares of a DWS fund. The Plan
is an incentive program that combines a monthly incentive component with a
quarterly strategic bonus component. Under the Plan, DWS Investments Wholesalers
will receive a monetary monthly incentive based on the amount of sales generated
from their marketing of the funds, and that incentive will differ depending on
the product category of the fund. Each fund is assigned to one of three product
categories -- "Focus list funds," "Extended list funds" or "Index funds" --
taking into consideration, among other things, the following criteria, where
applicable:

o        The Fund's consistency with DWS Investments' branding and long-term
         strategy.

o        The Fund's competitive performance;

o        The Fund's Morningstar rating;

o        The length of time the Fund's Portfolio Managers have managed the
         Fund/Strategy

o        Market size for the fund category;

o        The Fund's size, including sales and redemptions of the Fund's shares

This information and other factors are presented to a committee comprised of
representatives from various groups within DWS Investments, who review on a
quarterly basis the funds assigned to each product category described above, and
make any changes to those assignments at that time. No one factor, whether
positive or negative, determines a fund's placement in a given category; all
these factors together are considered, and the designation of funds on the Focus
list and Extended list represents management's judgment based on the above
criteria. In addition, management may consider a fund's profile over the course
of several review periods before making a change to its category assignment.
These category assignments will be posted quarterly to the DWS funds' Web site
at www.dws-investments.com, approximately one month after the end of each
quarter. DWS Investments Wholesalers receive the highest compensation for Focus
list funds, less for Extended list funds and the lowest for Index funds. The
level of compensation among these categories may differ significantly.

In the normal course of business, DWS Investments will from time to time
introduce new funds into the DWS family of funds. As a general rule, new funds
will be assigned to the Focus list compensation category. As described above,
the fund category assignments are reviewed periodically and are subject to
change.

The prospect of receiving, or the receipt of, additional compensation by a DWS
Investments Wholesaler under the Plan may provide an incentive to favor
marketing the Focus list or Extended list funds over Index funds. The Plan,
however, will not change the price that investors pay for shares of a fund. The
DWS Investments Compliance Department monitors DWS Investments Wholesaler sales
and other activity in an effort to detect unusual activity in the context of the
compensation structure under the Plan. However, investors may wish to take the
Plan and the product category of the fund into account when considering
purchasing a fund or evaluating any recommendations relating to fund shares.

Purchases

The Fund reserves the right to withdraw all or any part of the offering made by
its Prospectuses and to reject purchase orders for any reason. Also, from time
to time, the Fund may temporarily suspend the offering of any class of its
shares to new investors. During the period of such suspension, persons who are
already shareholders of such class of the Fund may be permitted to continue to
purchase additional shares of such class and to have dividends reinvested.

To help the government fight the funding of terrorism and money laundering
activities, federal law requires all financial institutions to obtain, verify
and record information that identifies each person who opens an account. For
more information, please see "Important information about buying and selling
shares" in the prospectuses.

The Fund reserves the right to reject new account applications without a correct
certified Social Security or tax identification number. The Fund also reserves
the right, following 30 days' notice, to redeem all shares in accounts without a
correct certified Social Security or tax identification number.

Signature Guarantees. Certain requests must include a signature guarantee to
protect you and the Transfer Agent from fraud. Redemption requests in writing
must include a signature guarantee if any of the following situations apply:

         o        Your redemption is for greater than $100,000 worth of shares,

         o        Your account registration has changed within the last 15 days,

         o        The check is being mailed to a different address than the one
                  on your account (record address),

         o        The check is being made payable to someone other than the
                  account owner(s),

         o        The redemption proceeds are being transferred to a fund
                  account with a different registration, or

         o        You wish to have redemption proceeds wired to a
                  non-pre-designated bank account.

The Fund reserves the right to reject purchases of fund shares (including
purchases that are part of an exchange) for any reason.

You should be able to obtain a signature guarantee from an eligible guarantor
institution, including commercial banks, savings and loans, trust companies,
credit unions, member firms of a national stock exchange, or any member or
participant of an approved signature guarantor program. Note that you can not
get a signature guarantee from a notary public and we must be provided the
original guarantee, not a photocopy.

Redemption or Repurchase of Shares

General. Any shareholder may require the Fund to redeem his or her shares. When
shares are held for the account of a shareholder by DISC also the transfer
agent, the shareholder may redeem such shares by sending a written request and,
if required, a signature guarantee to DWS Funds, Attention: Redemption
Department, P.O. Box 219557, Kansas City, Missouri 64121-9557. When certificates
for shares have been issued, they must be mailed to or deposited with the
Transfer Agent, along with a duly endorsed stock power and accompanied by a
written request for redemption. Redemption requests must be unconditional.
Redemption requests and a stock power must be endorsed by the account holder(s)
with signatures guaranteed. (See "Purchase and Redemption of Shares -- Signature
Guarantee" Section.) The redemption request and stock power must be signed
exactly as the account is registered including any special capacity of the
registered owner(s). Additional documentation may be requested, and a signature
guarantee is normally required, from institutional and fiduciary account
holders, such as corporations, custodians (e.g., under the Uniform Transfers to
Minors Act), executors, administrators, directors, trustees or guardians.

The redemption price for shares of a class of the Fund will be the net asset
value per share of that class of the Fund next determined following receipt by
the Transfer Agent of a properly executed request with any required documents as
described above. Payment for shares redeemed will be made in cash as promptly as
practicable but in no event later than seven calendar days after receipt of a
properly executed request accompanied by any outstanding share certificates in
proper form for transfer. When the Fund is asked to redeem shares for which it
may not have yet received good payment (i.e., purchases by check, QuickSell or
Direct Deposit), it may delay transmittal of redemption proceeds until it has
determined that collected funds have been received for the purchase of such
shares, which will be up to 10 days from receipt by the Fund of the purchase
amount. The redemption of Class B shares within six years may be subject to a
contingent deferred sales charge (see "Contingent Deferred Sales Charge -- Class
B Shares" below.

A "Business Day" means any day on which The New York Stock Exchange (the "NYSE")
is open. For an investor who has a shareholder account with the Fund, the
Transfer Agent must receive the investor's redemption order before the close of
regular trading on the NYSE for the investor to receive that day's net asset
value. For an investor who invests through a mutual fund marketplace, the
investor's authorized broker or designated intermediary must receive the
investor's redemption order before the close of regular trading on the NYSE and
promptly forward such order to the Transfer Agent for the investor to receive
that day's net asset value. Service organizations, brokers and designated
intermediaries are responsible for promptly forwarding such investors' purchase
or redemption orders to the Transfer Agent.

In addition, the Series reserves the right to suspend or postpone redemptions as
permitted pursuant to Section 22(e) of the 1940 Act. Generally, those
circumstances are when: 1) the NYSE is closed other than customary weekend or
holiday closings; 2) trading on the NYSE is restricted; 3) an emergency exists
which makes the disposal of securities owned by a Series or the fair
determination of the value of a Series' net assets not reasonably practicable;
or 4) the SEC, by order, permits the suspension of the right of redemption.
Redemption payments may also be delayed in the event of a non-routine closure of
the Federal Reserve wire payment system.

If the value of your account falls below the minimum account balance requirement
for the respective class, the Fund reserves the right to redeem your shares or
close your account after giving you 60 days' notice. The Fund and its service
providers also reserve the right to waive or modify the above eligibility
requirements and investment minimums from time to time at their discretion.

Shareholders can request the following telephone privileges: redemption by wire
and QuickSell transactions (see "Special Features") and exchange transactions
for individual accounts and pre-authorized telephone redemption transactions for
certain institutional accounts. Shareholders may choose these privileges on the
account application or by contacting the Transfer Agent for appropriate
instructions. Please note that the telephone exchange privilege is automatic
unless the shareholder refuses it on the account application. The Fund or its
agents may be liable for any losses, expenses or costs arising out of fraudulent
or unauthorized telephone requests pursuant to these privileges unless the Fund
or its agents reasonably believe, based upon reasonable verification procedures,
that the telephonic instructions are genuine. The shareholder will bear the risk
of loss, including loss resulting from fraudulent or unauthorized transactions,
so long as reasonable verification procedures are followed. Verification
procedures include recording instructions, requiring certain identifying
information before acting upon instructions and sending written confirmations.

To sell shares in a retirement account, your request must be made in writing,
except for exchanges to other eligible funds in the DWS family of funds, which
can be requested by phone or in writing. For information on retirement
distributions, contact your Shareholder Service Agent or call the Transfer Agent
at (800) 730-1313.

Telephone Redemptions. If the proceeds of the redemption (prior to the
imposition of any contingent deferred sales charge) are $100,000 or less and the
proceeds are payable to the shareholders of record at the address of record,
normally a telephone request or a written request by any one account holder
without a signature guarantee is sufficient for redemptions by individual or
joint account holders, and trust, executor and guardian account holders,
provided the trustee, executor or guardian is named in the account registration.
Other institutional account holders may exercise this special privilege of
redeeming shares by telephone request or written request without signature
guarantee subject to the same conditions as individual account holders and
subject to the limitations on liability described under "General" above,
provided that this privilege has been pre-authorized by the institutional
account holder by written instruction to the Transfer Agent with signatures
guaranteed. Telephone requests may be made by calling (800) 730-1313. Shares
purchased by check or through QuickBuy or Direct Deposit may not be redeemed
under this privilege of redeeming shares by telephone request until such shares
have been owned for at least 10 days. This privilege of redeeming shares by
telephone request or by written request without a signature guarantee may not be
used to redeem shares held in certificated form and may not be used if the
shareholder's account has had an address change within 15 days of the redemption
request. During periods when it is difficult to contact the Transfer Agent by
telephone, it may be difficult to use the telephone redemption privilege,
although investors can still redeem by mail or make an online redemption. The
Fund reserves the right to terminate or modify this privilege at any time.

Redemption by Check/ACH Debit Disclosure. The Prime Series will accept Automated
Clearing House ("ACH") debit entries for accounts that have elected the check
writing redemption privilege. An example of an ACH debit is a transaction in
which you have given your insurance company, mortgage company, credit card
company, utility company, health club, etc., the right to withdraw your monthly
payment from your Fund account or the right to convert your mailed check into an
ACH debit. Sometimes, you may give a merchant from whom you wish to purchase
goods the right to convert your check to an ACH debit. You may also authorize a
third party to initiate an individual payment in a specific amount from your
account by providing your account information and authorization to such third
party via the Internet or telephone. You authorize the Fund upon receipt of an
ACH debit entry referencing your account number, to redeem Series shares in your
account to pay the entry to the third party originating the debit. The Fund will
make the payment on the basis of the account number that you provide to your
merchant and will not compare this account number with the name on the account.
The Fund, the Fund's Transfer Agent, the Shareholder Service Agent or any other
person or system handling the transaction are not required to determine if there
is a discrepancy between the name and the account number shown on the transfer
instructions.

The payment of any ACH debit entry will be subject to sufficient funds being
available in the designated account; the Fund will not be able to honor an ACH
debit entry if sufficient funds are not available. ACH debit entry transactions
to your Fund account should not be initiated or authorized by you in amounts
exceeding the amount of Cash Reserve Shares of a Series then in the account and
available for redemption. The Fund may refuse to honor ACH debit entry
transactions whenever the right of redemption has been suspended or postponed,
or whenever the account is otherwise impaired. Your Fund account statement will
show any ACH debit entries in your account; you will not receive any other
separate notice. (Merchants are permitted to convert your checks into ACH debits
only with your prior consent.)

You may authorize payment of a specific amount to be made from your account
directly by the Fund to third parties on a continuing periodic basis. To arrange
for this service, you should contact the person or company you will be paying.
Any preauthorized transfers will be subject to sufficient funds being available
in the designated account. A preauthorized transfer will continue to be made
from the account in the same amount and frequency as initially established until
you terminate the preauthorized transfer instructions with the person or company
whom you have been paying. If regular preauthorized payments may vary in amount,
the person or company you are going to pay should tell you ten (10) days before
each payment will be made and how much the payment will be. If you wish to
terminate the periodic preauthorized transfers, you should do so with the person
or company to whom you have been making payments.

If you have told the Fund in advance to make regular payments out of your
account, you may stop any of these payments by writing or calling your financial
advisor or investment firm in time for them to receive your request three (3)
business days or more before the payment is scheduled to be made. If you call,
the Fund may also require that you put your request in writing so that the Fund
will receive it within 14 days after you call. If you order the Fund to stop one
of these payments three (3) business days or more before the transfer is
scheduled and the Fund does not do so, the Fund will be liable for your loss or
damages but not in an amount exceeding the amount of the payment. A stop payment
order will stop only the designated periodic payment.

In case of errors or questions about your ACH debit entry transactions please
contact your financial advisor or investment firm as soon as possible (but no
later than sixty (60) days after you are sent the first Fund statement on which
the transaction appears) if you think your statement is wrong or shows an
improper transfer or if you need more information about a transfer listed on the
statement. The Shareholder Service Agent must hear from your financial advisor
or investment firm no later than 60 days after the Fund sent you the first Fund
account statement on which the problem or error appeared. If the Shareholder
Service Agent is not notified by your financial advisor or investment firm
within sixty (60) days after the Fund sends you the account statement, you may
not get back any money you have lost, and you may not get back any additional
money you lose after the sixty (60) days if the Fund or Shareholder Service
Agent could have stopped someone from taking that money if you had notified the
Shareholder Service Agent in time.

When you report a suspended transaction, we will need your name and account
number, a description of the error or the transfer you are unsure about, an
explanation as to why you believe it is an error or why you need more
information. Tell us the dollar amount of the suspected error. If you tell the
Shareholder Service Agent orally, the Shareholder Service Agent may require that
you send your complaint or questions in writing within ten (10) business days.
The Shareholder Service Agent will determine whether an error occurred within
ten (10) business days after it hears from you and will correct any error
promptly. If the Shareholder Service Agent needs more time, however, it may take
up to 45 days (90 days for certain types of transactions) to investigate your
complaint or question. If the Shareholder Service Agent decides to do this, your
account will be credited with escrowed fund shares within ten (10) business days
for the amount you think is in error so that you will have the use of the money
during the time it takes the Shareholder Service Agent to complete its
investigation. If the Shareholder Service Agent asks you to put your complaint
or questions in writing and the Shareholder Service Agent does not receive it
within ten (10) business days, your account may not be credited. The Shareholder
Service Agent will tell you the results within three (3) business days after
completing its investigation. If the Shareholder Service Agent determines that
there was no error, the Shareholder Service Agent will send you a written
explanation. You may ask for copies of documents that were used by the
Shareholder Service Agent in the investigation.

In the event the Fund, the Fund's Transfer Agent or the Shareholder Service
Agent does not complete a transfer from your account on time or in the correct
amount according to the Fund's agreement with you, the Fund may be liable for
your losses or damages. The Fund will not be liable to you if (i) there are not
sufficient funds available in your account, (ii) circumstances beyond our
control (such as fire or flood or malfunction of equipment) prevent the
transfer, (iii) you or another shareholder have supplied a merchant with
incorrect account information, or (iv) a merchant has incorrectly formulated an
ACH debit entry. In any case, the Fund's liability shall not exceed the amount
of the transfer in question.

The Fund, the Fund's Transfer Agent or the Shareholder Service Agent will
disclose information to third parties about your account or the transfers you
make: (1) where it is necessary for completing the transfers, (2) in order to
verify the existence or condition of your account for a third party such as a
credit bureau or a merchant, (3) in order to comply with government agencies or
court orders or (4) if you have given the Fund written permission.

The acceptance and processing of ACH debit entry transactions is established
solely for your convenience and the fund reserves the right to suspend,
terminate or modify your ability to redeem Cash Reserve Shares by ACH debit
entry transactions at any time. ACH debit entry transactions are governed by the
rules of the National Automated Clearing House Association ("NACHA") Operating
Rules and any local ACH operating rules then in effect, as well as Regulation E
of the Federal Reserve Board.

Repurchases (Confirmed Redemptions). A request for repurchase may be
communicated by a shareholder through a securities dealer or other financial
services firm to the Transfer Agent, which the Fund has authorized to act as its
agent. There is no charge with respect to repurchases; however, dealers or other
firms may charge customary commissions for their services. Dealers and other
financial services firms are obligated to transmit orders promptly. The
repurchase price will be the net asset value of the Fund next determined after
receipt of a request by the Transfer Agent. However, requests for repurchases
received by dealers or other firms prior to the determination of net asset value
(see "Valuation of Shares, Subscriptions and Redemptions" section, "Valuation of
Shares" sub-section) and received by the Transfer Agent prior to the close of
the Transfer Agent's business day will be confirmed at the net asset value
effective on that day. The offer to repurchase may be suspended at any time.
Requirements as to stock powers, certificates, payments and delay of payments
are the same as for redemptions.

Redemption by Wire. If the account holder has given or the account holders have
given authorization for wire redemption to an account holder's brokerage or bank
account, shares of the Fund can be redeemed and proceeds sent by federal wire
transfer to a single account previously designated by the accountholder(s).
Requests received by the Transfer Agent prior to the determination of net asset
value will result in shares being redeemed that day at the net asset value per
Fund share effective on that day and normally the proceeds will be sent to the
designated account the following business day. Delivery of the proceeds of a
wire redemption of $250,000 or more may be delayed by the Fund for up to seven
days if the Fund or the Transfer Agent deems it appropriate under then-current
market conditions. Once authorization is on file, the Transfer Agent will honor
requests by telephone at (800) 730-1313 or in writing, subject to the
limitations on liability described under "General" above. The Fund is not
responsible for the efficiency of the federal wire system or the account
holder's financial services firm or bank. The Fund currently does not charge the
account holder for wire transfers. The account holder is responsible for any
charges imposed by the account holder's firm or bank. There is a $1,000 wire
redemption minimum (including any contingent deferred sales charge). To change
the designated account to receive wire redemption proceeds, send a written
request to the Transfer Agent with signatures guaranteed as described above or
contact the firm through which shares of the Fund were purchased. Shares
purchased by check or through QuickBuy or Direct Deposit may not be redeemed by
wire transfer until such shares have been owned for at least 10 days. Account
holders may not use this privilege to redeem shares held in certificated form.
During periods when it is difficult to contact the Transfer Agent by telephone,
it may be difficult to use the redemption by wire privilege, although investors
can still redeem by mail. The Fund reserves the right to terminate or modify
this privilege at any time.

Redemption in Kind

Although it is the Fund's present policy to redeem in cash, the Series may
satisfy a redemption request in whole or in part by a distribution of portfolio
securities of the Series in lieu of cash, taking such securities at the same
value used to determine net asset value. If such a distribution occurred,
shareholders receiving securities and selling them could receive less than the
redemption value of such securities and in addition would incur certain
transaction costs. Such a redemption also would not be as liquid as a redemption
entirely in cash. The Fund has elected, however, to be governed by Rule 18f-1
under the 1940 Act, as a result of which the Series is obligated to redeem
shares, with respect to any one shareholder during any 90-day period, solely in
cash up to the lesser of $250,000 or 1% of the net asset value of the applicable
series at the beginning of the period.

Revenue Sharing

In light of recent regulatory developments, the Advisor, the Distributor and
their affiliates have undertaken to furnish certain additional information below
regarding the level of payments made by them to selected affiliated and
unaffiliated brokers, dealers, participating insurance companies or other
financial intermediaries ("financial advisors") in connection with the sale
and/or distribution of Fund shares or the retention and/or servicing of
investors and Fund shares ("revenue sharing").

The Advisor, the Distributor and/or their affiliates may pay additional
compensation, out of their own assets and not as an additional charge to each
Fund, to financial advisors in connection with the sale and/or distribution of
Fund shares or the retention and/or servicing of Fund investors and Fund shares.
Such revenue sharing payments are in addition to any distribution or service
fees payable under any Rule 12b-1 or service plan of any fund, any record
keeping/sub-transfer agency/networking fees payable by each Fund (generally
through the Distributor or an affiliate) and/or the Distributor to certain
financial advisors for performing such services and any sales charges,
commissions, non-cash compensation arrangements expressly permitted under
applicable rules of FINRA or other concessions described in the fee table or
elsewhere in the Prospectuses or the SAI as payable to all financial advisors.
For example, the Advisor, the Distributor and/or their affiliates may compensate
financial advisors for providing each Fund with "shelf space" or access to a
third party platform or fund offering list, or other marketing programs
including, without limitation, inclusion of each Fund on preferred or
recommended sales lists, mutual fund "supermarket" platforms and other formal
sales programs; granting the Distributor access to the financial advisor's sales
force; granting the Distributor access to the financial advisor's conferences
and meetings; assistance in training and educating the financial advisor's
personnel; and, obtaining other forms of marketing support. The level of revenue
sharing payments made to financial advisors may be a fixed fee or based upon one
or more of the following factors: gross sales, current assets and/or number of
accounts of each Fund attributable to the financial advisor, the particular fund
or fund type or other measures as agreed to by the Advisor, the Distributor
and/or their affiliates and the financial advisors or any combination thereof.
The amount of these payments is determined at the discretion of the Advisor, the
Distributor and/or their affiliates from time to time, may be substantial, and
may be different for different financial advisors based on, for example, the
nature of the services provided by the financial advisor.

The Advisor, the Distributor and/or their affiliates currently make revenue
sharing payments from their own assets in connection with the sale and/or
distribution of DWS fund shares, or the retention and/or servicing of investors,
to financial advisors in amounts that generally range from .01% up to .50% of
assets of the Fund serviced and maintained by the financial advisor, .05% to
..25% of sales of the Fund attributable to the financial advisor, a flat fee of
$13,350 up to $500,000, or any combination thereof. These amounts are annual
figures typically paid on a quarterly basis and are subject to change at the
discretion of the Advisor, the Distributor and/or their affiliates. Receipt of,
or the prospect of receiving, this additional compensation, may influence your
financial advisor's recommendation of this Fund or of any particular share class
of the Fund. You should review your financial advisor's compensation disclosure
and/or talk to your financial advisor to obtain more information on how this
compensation may have influenced your financial advisor's recommendation of this
Fund.

The Advisor, the Distributor and/or their affiliates may also make such revenue
sharing payments to financial advisors under the terms discussed above in
connection with the distribution of both DWS funds and non-DWS funds by
financial advisors to retirement plans that obtain record keeping services from
ADP, Inc. on the DWS Investments branded retirement plan platform (the
"Platform") with the level of revenue sharing payments being based upon sales of
both the DWS funds and the non-DWS funds by the financial advisor on the
Platform or current assets of both the DWS funds and the non-DWS funds serviced
and maintained by the financial advisor on the Platform.

As of the date hereof, each Fund has been advised that the Advisor, the
Distributor and their affiliates expect that the following firms will receive
revenue sharing payments at different points during the coming year as described
above:

Channel: Broker-Dealers and Financial Advisors
----------------------------------------------
AIG Advisors Group
Ameriprise
Cadaret, Grant & Co. Inc.
Capital Analyst, Incorporated
Citigroup Global Markets, Inc. (dba Smith Barney)
Commonwealth Equity Services, LLP (dba Commonwealth Financial Network)
Deutsche Bank Group Ensemble Financial Services
First Allied Securities First
Clearing/Wachovia Securities
HD Vest Investment Securities, Inc.
ING Advisors Network
John Hancock Distributors LLC
LPL Financial
M.L. Stern & Co.
Meridien Financial Group
Merrill Lynch, Pierce, Fenner & Smith Inc.
Morgan Stanley
Oppenheimer & Co., Inc.
PlanMember Services
Prime Capital Inc.
Raymond James & Associates
Raymond James Financial Services
RBC Dain Rauscher, Inc
Securities America, Inc.
UBS Financial Services
Wells Fargo Investments, LLC

Channel: Cash Product Platform
------------------------------
Allegheny Investments LTD
Bank of America
Bank of New York (Hare & Co.)
BMO Capital Markets
Brown Brothers Harriman
Brown Investment Advisory & Trust Company
Cadaret Grant & Co.
Chicago Mercantile Exchange
D.A. Davidson & Company
Deutsche Bank Group
Emmett A. Larkin Company
Fiduciary Trust Co. - International
First Southwest Company
J.P. Morgan Clearing Corp.
Legent Clearing LLC
Lincoln Investment Planning
LPL Financial
Mellon Financial Markets LLC
Mesirow Financial, Inc.
Penson Financial Services
Pershing Choice Platform
ProFunds Distributors, Inc.
Ridge Clearing & Outsourcing Solutions
Robert W. Baird & Co.
Romano Brothers and Company
SAMCO Capital Markets
Smith Moore & Company
Sungard Institutional Brokerage Inc.
Treasury Curve LLC
US Bancorp
UBS Financial Services
William Blair & Company

Channel: Third Party Insurance Platforms
----------------------------------------
Allstate Life Insurance Company of New York
Ameritas Life Insurance Group
Annuity Investors Life Insurance Company
Columbus Life Insurance Company
Commonwealth Annuity and Life Insurance Company
Companion Life Insurance Company
Connecticut General Life Insurance Company
EquiTrust Life Insurance Company
Farm Bureau Life Insurance Company
Farmers New World Life Insurance Company
Fidelity Security Life Insurance Company
First Allmerica Financial Life Insurance Company
First Great West Life and Annuity Company
Genworth Life Insurance Company of New York
Genworth Life and Annuity Insurance Company
Great West Life and Annuity Insurance Company
Hartford Life Insurance Company
Integrity Life Insurance Company
John Hancock Life Insurance companies
Kemper Investors Life Insurance Company
Lincoln Benefit Life Insurance Company
Lincoln Life & Annuity Company of New York
Lincoln National Life Insurance Company
Massachusetts Mutual Life Insurance Group
MetLife Group
Minnesota Life Insurance Company
National Life Insurance Company
National Integrity Life Insurance Company
Nationwide Group
New York Life Insurance and Annuity Corporation
Phoenix Life Insurance Company
Protective Life Insurance
Provident Mutual Life Insurance
Prudential Insurance Company of America
Sun Life Group
Symetra Life Insurance Company
Transamerica Life Insurance Company
Union Central Life Insurance Company
United of Omaha Life Insurance Company
United Investors Life Insurance Company
Western Southern Life Assurance Company

Any additions, modifications or deletions to the financial advisors identified
above that have occurred since the date hereof are not reflected.

The Advisor, the Distributor or their affiliates may enter into additional
revenue sharing arrangements or change or discontinue existing arrangements with
financial advisors at any time without notice.

The prospect of receiving, or the receipt of additional compensation or
promotional incentives described above by financial advisors may provide such
financial advisors and/or their salespersons with an incentive to favor sales of
shares of the DWS funds or a particular DWS fund over sales of shares of mutual
funds (or non-mutual fund investments) with respect to which the financial
advisor does not receive additional compensation or promotional incentives, or
receives lower levels of additional compensation or promotional incentives.
Similarly, financial advisors may receive different compensation or incentives
that may influence their recommendation of any particular share class of the
Fund or of other funds. These payment arrangements, however, will not change the
price that an investor pays for Fund shares or the amount that the Fund receives
to invest on behalf of an investor and will not increase Fund expenses. You may
wish to take such payment arrangements into account when considering and
evaluating any recommendations relating to Fund shares and you should discuss
this matter with your financial advisor and review your financial advisor's
disclosures.

It is likely that broker-dealers that execute portfolio transactions for the
Fund will include firms that also sell shares of the DWS funds to their
customers. However, the Advisor will not consider sales of DWS fund shares as a
factor in the selection of broker-dealers to execute portfolio transactions for
the DWS funds. Accordingly, the Advisor has implemented policies and procedures
reasonably designed to prevent its traders from considering sales of DWS fund
shares as a factor in the selection of broker-dealers to execute portfolio
transactions for the Fund. In addition, the Advisor, the Distributor and/or
their affiliates will not use fund brokerage to pay for their obligation to
provide additional compensation to financial advisors as described above.

Special Features

Automatic Exchange Privilege. The owner of $1,000 or more of any class of shares
of a DWS Fund may authorize the automatic exchange of a specified amount ($50
minimum) of such shares for shares of the same class of another such DWS Fund.
Exchanges will be made automatically until the shareholder or each Fund
terminates the privilege. Exchanges are subject to the terms and conditions
described above.

Telephone and Electronic Transaction Procedures. Shareholders have various
telephone, Internet, wire and other electronic privileges available. The Fund or
its agents will not be liable for any losses, expenses or costs arising out of
fraudulent or unauthorized instructions pursuant to these privileges if the Fund
or its agents reasonably believe, based upon reasonable verification procedures,
that the instructions were genuine. Verification procedures include recording
instructions, requiring certain identifying information before acting upon
instructions and sending written confirmations. During periods when it is
difficult to contact the Shareholder Service Agent, it may be difficult to use
telephone, wire and other privileges.

QuickBuy and QuickSell. QuickBuy and QuickSell permits the transfer of money via
the Automated Clearing House System (minimum $50 and maximum $250,000) from or
to a shareholder's bank, savings and loan, or credit union account in connection
with the purchase or redemption of Fund shares. Shares purchased by check or
through QuickBuy and QuickSell or Direct Deposit may not be redeemed under this
privilege until such Shares have been owned for at least 10 calendar days.
QuickBuy and QuickSell cannot be used with passbook savings accounts or for
certain tax-deferred plans.

Dividend Payment Option. Investors may have dividends and distributions
automatically deposited to their predesignated bank account through DWS
Investments' Dividend Payment Option request form. Shareholders whose
predesignated checking account of record is with a member bank of Automated
Clearing House Network (ACH) can have income and capital gain distributions
automatically deposited to their personal bank account usually within three
business days after the Fund pays its distribution. A Dividend Payment Option
request form can be obtained by visiting our Web site at:
www.dws-investments.com or calling (800) 621-1048. Confirmation Statements will
be mailed to shareholders as notification that distributions have been
deposited.

Automatic Withdrawal Plan. The owner of $5,000 or more of a class of the Series'
shares may provide for the payment from the owner's account of any requested
dollar amount to be paid to the owner or a designated payee monthly, quarterly,
semiannually or annually. The $5,000 minimum account size is not applicable to
IRAs. The minimum periodic payment is $50. The maximum annual rate at which
Class B shares may be redeemed (and Class A shares purchased under the Large
Order NAV Purchase Privilege and Class C shares in their first year following
the purchase) under an automatic withdrawal plan is 12% of the net asset value
of the account. Shares are redeemed so that the payee will receive payment
approximately the first of the month. Any income and capital gain dividends will
be automatically reinvested without sales charges. A sufficient number of full
and fractional shares will be redeemed to make the designated payment. Depending
upon the size of the payments requested and fluctuations in the net asset value
of the shares redeemed, redemptions for the purpose of making such payments may
reduce or even exhaust the account.

The automatic withdrawal plan may be amended upon 30 days' notice. The plan may
be terminated at any time by the investor or the Fund.

Tax-Sheltered Retirement Plans. The Transfer Agent provides retirement plan
services and documents and the Transfer Agent can establish investor accounts in
any of the following types of retirement plans:

o        Traditional, Roth and Education Individual Retirement Accounts. This
         includes Savings Incentive Match Plan for Employees of Small Employers
         ("SIMPLE"), Simplified Employee Pension Plan ("SEP") IRA accounts and
         prototype documents.

o        403(b)(7) Custodial Accounts. This type of plan is available to
         employees of most non-profit organizations.

o        Prototype money purchase pension and profit-sharing plans may be
         adopted by employers. The maximum annual contribution per participant
         is the lesser of 25% of compensation or $30,000.

Brochures describing the above plans as well as model defined benefit plans,
target benefit plans, 457 plans, 401(k) plans, simple 401(k) plans and materials
for establishing them are available from the Transfer Agent upon request.
Investors should consult with their own tax advisors before establishing a
retirement plan.

                                    DIVIDENDS

All of the net income earned on the Prime Series is declared daily as dividends
to the respective holders of record of shares of each class of the Series. The
net income of the Series for dividend purposes (from the time of the immediately
preceding determination thereof) consists of (a) interest accrued and discount
earned (including both original issue and market discount), if any, on the
assets of the Series and any general income of the Fund prorated to the Series
based on its relative net assets, less (b) amortization of premium and accrued
expenses for the applicable dividend period attributable directly to the Series
and general expenses of the Fund prorated to each the Series based on its
relative net assets. Expenses attributable to a class of the Series are
allocated to that class. Although realized gains and losses on the assets of the
Series are reflected in the net asset value of the Series, they are not expected
to be of an amount which would affect the net asset value of the Series of $1.00
per share for the purposes of purchases and redemptions. Realized gains and
losses may be declared and paid yearly or more frequently. The amount of
discount or premium on instruments in the Series is fixed at the time of their
purchase. See "Net Asset Value Determination" above.

The Fund will reinvest dividend checks (and future dividends) in shares of the
same Series and class if checks are returned as undeliverable.

Dividends will be reinvested in shares of the same class of the Series unless
shareholders indicate in writing that they wish to receive them in cash or in
shares of other DWS Funds with multiple classes of shares or DWS Funds as
provided in the Prospectus. To use this privilege of investing dividends of the
Series in shares of another DWS Fund, shareholders must maintain a minimum
account value of $1,000 in the Series distributing the dividends. The Series
automatically will reinvest dividend checks (and future dividends) in shares of
that same Series and class unless the shareholder requests payment in cash at
the time the application is completed. The Series also will reinvest dividend
checks in shares of that same Series and class if checks are returned as
undeliverable. Dividends and other distributions of the Series in the aggregate
amount of $10 or less are automatically reinvested in shares of the Series
unless the shareholder requests that such policy not be applied to the
shareholder's account.

Should the Series incur or anticipate any unusual expense, loss or depreciation
which would adversely affect the net asset value per share or net income per
share of any class of the Series for a particular period, the Board of Directors
would at that time consider whether to adhere to the present dividend policy
described above or to revise it in light of then prevailing circumstances. For
example, if the net asset value per share of any class of the Series was
reduced, or was anticipated to be reduced, below $1.00, the Board of Directors
might suspend further dividend payments with respect to such class or Series
until the net asset value returns to $1.00. Thus, the expense, loss or
depreciation might result in a shareholder (i) receiving no dividends for the
period during which the shareholder held shares of such class or Series or (ii)
receiving upon redemption a price per share lower than that which he paid.

Dividends on all classes of the Series are normally payable on the first day
that a share purchase or exchange order is effective but not on the day that a
redemption order is effective. Share purchases for the Prime Series effected
before 4:00 p.m. (Eastern Time) begin to earn dividends on the same business
day. Dividends are declared daily and reinvested monthly in the form of
additional full and fractional shares of the Series at net asset value unless
the shareholder has elected to have dividends paid in cash.

                                      TAXES

The following is a general summary of certain US federal income tax consequences
of investing in the Fund. It is not intended as a complete discussion of all
such consequences, it does not address foreign, state or local taxes or the
effects of possible changes in tax laws, nor does it deal with all categories of
investors. Investors are therefore advised to consult with their tax advisors
before making an investment in the Fund.

The summary is based on the Internal Revenue Code of 1986, as amended (the
"Code"), US Treasury Regulations, and other applicable authority, as of the date
of this SAI. These authorities are subject to change by legislative or
administrative action, possibly with retroactive effect.

Taxation of the Fund. The Fund intends to elect to be treated and to qualify
each year as a regulated investment company under Subchapter M of the Code. In
order to qualify for the special tax treatment accorded regulated investment
companies and their shareholders, the Fund must, among other things::

(a)      derive at least 90% of its gross income for each taxable year from (i)
         dividends, interest, payments with respect to certain securities loans,
         and gains from the sale or other disposition of stock, securities or
         foreign currencies, or other income (including but not limited to gains
         from options, futures, or forward contracts) derived with respect to
         its business of investing in such stock, securities, or currencies and
         (ii) net income derived from interests in "qualified publicly traded
         partnerships" (as defined below);

(b)      diversify its holdings so that, at the end of each quarter of the
         Fund's taxable year, (i) at least 50% of the market value of the Fund's
         total assets consists of cash and cash items, US government securities,
         securities of other regulated investment companies, and other
         securities limited in respect of any one issuer to a value not greater
         than 5% of the value of the Fund's total assets and not more than 10%
         of the outstanding voting securities of such issuer, and (ii) not more
         than 25% of the value of the Fund's total assets is invested (x) in the
         securities (other than those of the US government or other regulated
         investment companies) of any one issuer or of two or more issuers that
         the Fund controls and that are engaged in the same, similar, or related
         trades or businesses, or (y) in the securities of one or more qualified
         publicly traded partnerships (as defined below); and

(c)      distribute with respect to each taxable year at least 90% of the sum of
         its investment company taxable income (as that term is defined in the
         Code without regard to the deduction for dividends paid -- generally,
         taxable ordinary income and the excess, if any, of net short-term
         capital gains over net long-term capital losses) and net tax-exempt
         interest income, for such year.

In general, for purposes of the 90% gross income requirement described in
paragraph (a) above, income derived from a partnership will be treated as
qualifying income only to the extent such income is attributable to items of
income of the partnership which would be qualifying income if realized by a
regulated investment company. However, 100% of the net income derived from an
interest in a "qualified publicly traded partnership" (generally, a partnership
(x) interests in which are traded on an established securities market or readily
tradable on a secondary market or the substantial equivalent thereof, (y) that
is treated as a partnership for federal income tax purposes, and (z) that
derives less than 90% of its income from the qualifying income described in
paragraph (a)(i) above) will be treated as qualifying income. In addition,
although in general the passive loss rules of the Code do not apply to regulated
investment companies, such rules do apply to a regulated investment company with
respect to items attributable to an interest in a qualified publicly traded
partnership. For purposes of paragraph (b) above, the term "outstanding voting
securities of such issuer" will include the equity securities of a qualified
publicly traded partnership. Also, for purposes of the diversification test in
(b) above, identification of the issuer (or, in some cases, issuers) of a
particular Fund investment will depend on the terms and conditions of that
investment. In some cases, identification of the issuer (or issuers) is
uncertain under current law, and an adverse determination or future guidance by
the Internal Revenue Service ("IRS") with respect to issuer identification for a
particular type of investment may adversely affect the Fund's ability to meet
the diversification test in (b) above.

The Fund will be deemed to own its proportionate share of the Portfolio's assets
and to earn its proportionate share of the Portfolio's income for purposes of
determining whether the Fund satisfies the requirements described above.

If the Fund qualifies as a regulated investment company that is accorded special
tax treatment, the Fund will not be subject to federal income tax on income
distributed in a timely manner to its shareholders in the form of dividends
(including Capital Gain Dividends, as defined below).

If for any taxable year the Fund were to fail to qualify for the special federal
income tax treatment accorded regulated investment companies, all of its taxable
income would be subject to federal income tax at regular corporate rates
(without any deduction for distributions to its shareholders), and all
distributions from earnings and profits, including any distributions of net
tax-exempt income and net long-term capital gains, would be taxable to
shareholders as ordinary income. Such distributions may be eligible (i) to be
treated as qualified dividend income in the case of shareholders taxed as
individuals and (ii) for the dividends received deduction in the case of
corporate shareholders. In addition, the Fund could be required to recognize
unrealized gains, pay substantial taxes and interest and make substantial
distributions before requalifying as a regulated investment company that is
accorded special federal income tax treatment.

The Fund intends to distribute to its shareholders, at least annually,
substantially all of its net earnings, including investment company taxable
income (which generally includes taxable ordinary income and any excess of net
realized short-term capital gains over net realized long-term capital losses)
computed without regard to the dividends-paid deduction, and net capital gain
(that is, the excess of net realized long-term capital gains over net realized
short-term capital losses). Any investment company taxable income retained by
the Fund will be subject to federal income tax at the Fund level at regular
corporate rates. From time to time, the Fund may determine to retain for
reinvestment its net capital gain. If the Fund retains any net capital gain, it
will be subject to federal income tax at regular corporate rates on the amount
retained, but may designate the retained amount as undistributed capital gains,
in a notice to its shareholders who (i) will be required to include in income
for federal income tax purposes, as long-term capital gain, their shares of such
undistributed amount, and (ii) will be entitled to credit their proportionate
shares of the tax paid by the Fund on such undistributed amount against their
federal income tax liabilities, if any, and to claim refunds on a properly filed
US tax return to the extent the credit exceeds such liabilities. For federal
income tax purposes, the tax basis of shares owned by a shareholder of the Fund
will be increased by an amount equal to the difference between the amount of
undistributed capital gains included in the shareholder's gross income under
clause (i) of the preceding sentence and the tax deemed paid by the shareholder
under clause (ii) of the preceding sentence.

In determining its net capital gain for Capital Gain Dividend (as defined below)
purposes, a regulated investment company generally must treat any net capital
loss or any net long-term capital loss incurred after October 31 as if it had
been incurred in the succeeding year. Treasury regulations permit a regulated
investment company, in determining its taxable income, to elect to treat all or
part of any net capital loss, any net long-term capital loss or any foreign
currency loss incurred after October 31 as if it had been incurred in the
succeeding year.

The Fund is subject to a 4% nondeductible federal excise tax on amounts that
have been retained rather than distributed, as required, under a prescribed
formula. The formula requires payment to shareholders during a calendar year of
distributions representing at least 98% of the Fund's taxable ordinary income
for the calendar year and at least 98% of the excess of its capital gains over
capital losses realized during the one-year period ending October 31 (in most
cases) of such year as well as amounts that were neither distributed nor taxed
to the Fund during the prior calendar year. For this purpose, however, any
ordinary income or capital gain net income retained by the Fund that is subject
to corporate income tax will be considered to have been distributed by year-end.
Although the Fund's distribution policies should enable it to avoid federal
excise tax liability, the Fund may retain (and be subject to income or excise
tax on) a portion of its capital gain or other income if it appears to be in the
interest of the Fund. However, in any event, the Fund intends to comply with the
minimum distribution requirements applicable to regulated investment companies
under Subchapter M of the Code as described above.

Taxation of the Portfolio. The Portfolio will be treated as a partnership for
federal income tax purposes and, as a result, will not be subject to federal
income tax. Instead, the Fund and other investors in the Portfolio will be
required to take into account, in computing their federal income tax liability,
their respective shares of the Portfolio's income, gains, losses, deductions and
credits, without regard to whether they have received any cash distributions
from the Portfolio.

Taxation of Fund Distributions. For federal income tax purposes, distributions
of investment income are generally taxable as ordinary income. Taxes on
distributions of capital gains are determined by how long the Fund owned (or is
deemed to have owned) the investments that generated them, rather than how long
a shareholder has owned his or her shares. Distributions of gains from the sale
of investments that the Fund owned (or is deemed to have owned) for one year or
less will be taxable as ordinary income. Distributions of net capital gains from
the sale of investments that the Fund owned (or is deemed to have owned) for
more than one year and that are properly designated by the Fund as capital gain
dividends ("Capital Gain Dividends") will be taxable as long-term capital gains.
Capital gains distributions may be reduced if Fund capital loss carryforwards
are available. Long-term capital gain rates applicable to individuals have been
temporarily reduced -- in general, to 15% with lower rates applying to taxpayers
in the 10% and 15% rate brackets -- for taxable years beginning before January
1, 2011. The Fund expects that it generally will not earn or distribute any
long-term capital gains. In addition, the Fund expects that none of its
distributions will be treated as "qualified dividend income" eligible for
taxation at the rates generally applicable to long-term capital gains for
individuals.

Distributions are taxable whether shareholders receive them in cash or reinvest
them in additional shares of the Fund or another DWS fund through the
reinvestment privilege. All distributions by the Fund result in a reduction in
the net asset value of the Fund's shares. If the Fund makes a distribution to a
shareholder in excess of its current and accumulated earnings and profits in any
taxable year, the excess distribution will be treated as a return of capital to
the extent of such shareholder's tax basis in its shares, and thereafter as
capital gain. A return of capital is not taxable, but it reduces a shareholder's
tax basis in its shares, thus reducing any loss or increasing any gain on a
subsequent taxable disposition by the shareholder of his or her shares.

Sale or Redemption of Shares. The sale, exchange or redemption of Fund shares is
considered a taxable event. However, because the Fund seeks to maintain a
consistent $1.00 share price, you will generally not realize any taxable gain or
loss when you sell or exchange shares. In general, any gain or loss realized
upon a taxable disposition of shares will be treated as long-term capital gain
or loss if the shares have been held for more than one year. Otherwise, the gain
or loss on the taxable disposition of Fund shares will be treated as short-term
capital gain or loss.

Taxation of Certain Investments. As described above, the Fund is required to
take into account, in computing its federal income tax liability, its respective
shares of the Portfolio's income, gains, losses, deductions and credits, without
regard to whether it has received any cash distributions from the Portfolio. Any
reference to or description herein of the US federal income tax aspects of the
Fund's investment practices and activities, in effect, take into account the
investment practices and activities of the Portfolio.

Debt Obligations. Some debt obligations with a fixed maturity date of more than
one year from the date of issuance (and zero-coupon debt obligations with a
fixed maturity date of more than one year from the date of issuance) that are
acquired by the Fund will be treated as debt obligations that are issued
originally at a discount. Generally, the amount of the original issue discount
("OID") is treated as interest income to the Fund and is included in taxable
income over the term of the debt security, even though payment of that amount is
not received until a later time, usually when the debt security matures. This
OID imputed income will comprise a part of the investment company taxable income
of the Fund, which must be distributed to shareholders in order to maintain the
qualification of the Fund as a regulated investment company and to avoid federal
income and/or excise tax at the Fund level. In addition, payment-in-kind
securities will give rise to income which is required to be distributed and is
taxable even though the Fund receives no interest payment in cash on the
security during the year from such debt obligations.

Some debt obligations with a fixed maturity date of more than one year from the
date of issuance that are acquired by the Fund in the secondary market may be
treated as having market discount. Generally, any gain recognized on the
disposition of, and any partial payment of principal on, a debt security having
market discount is treated as ordinary income to the extent the gain, or
principal payment, does not exceed the accrued (but as of yet unrecognized)
market discount on such debt security. Market discount generally accrues in
equal daily installments. The Fund may make one or more of the elections
applicable to debt obligations having market discount, which could affect the
character and timing of recognition of income from such debt obligations.

Some debt obligations with a fixed maturity date of one year or less from the
date of issuance that are acquired by the Fund may be treated as having
acquisition discount or OID. Generally, the Fund will be required to include the
acquisition discount or OID in income over the term of the debt security, even
though payment of that amount is not received until a later time, usually when
the debt security matures. The Fund may make one or more of the elections
applicable to debt obligations having acquisition discount or OID, which could
affect the character and timing of recognition of income from such debt
obligations.

If the Fund holds the foregoing kinds of securities, it may be required to pay
out as an income distribution each year an amount which is greater than the
total amount of cash interest the Fund actually received. Such distributions may
be made from the cash assets of the Fund or by liquidation of portfolio
securities, if necessary. The Fund may realize gains or losses from such
liquidations. In the event the Fund realizes net short-term or long-term capital
gains from such transactions, its shareholders may receive a larger distribution
from the Fund (which will be taxable to them) than they would in the absence of
such transactions.

Foreign Taxation. Foreign withholding or other foreign taxes with respect to
income (possibly including, in some cases, capital gains) on certain foreign
securities may occur. These taxes may be reduced or eliminated under the terms
of an applicable US income tax treaty. As it is not expected that more than 50%
of the value of the Fund's total assets will consist of securities issued by
foreign corporations, the Fund will not be eligible to pass through to its
shareholders their proportionate share of any foreign taxes paid by the Fund,
with the result that shareholders will not be able to include in income, and
will not be entitled to take any credits or deductions for such foreign taxes.

Backup Withholding. Under the backup withholding provisions of the Code,
redemption proceeds as well as distributions may be subject to federal income
tax withholding for certain shareholders, if (i) the shareholder fails to
furnish the Fund with a correct "taxpayer identification number" (TIN), (ii) the
shareholder underreports dividend or interest income, or (iii) the shareholder
has not certified to the Fund that withholding does not apply. The backup
withholding rate is 28% for amounts paid through 2010. This rate will expire and
the backup withholding rate will be 31% for amounts paid after December 31,
2010, unless Congress enacts tax legislation providing otherwise.

Backup withholding is not an additional tax. Any amounts withheld may be
credited against the shareholder's US federal income tax liability, provided the
appropriate information is furnished to the IRS.

Tax Shelter Reporting Regulations. Under Treasury regulations, if a shareholder
recognizes a loss with respect to the Fund's shares of $2 million or more for an
individual shareholder or $10 million or more for a corporate shareholder, the
shareholder must file with the IRS a disclosure statement on Form 8886. Direct
shareholders of portfolio securities are in many cases excepted from this
reporting requirement, but under current guidance, shareholders of a regulated
investment company are not excepted. Future guidance may extend the current
exception from this reporting requirement to shareholders of most or all
regulated investment companies. The fact that a loss is reportable under these
regulations does not affect the legal determination of whether the taxpayer's
treatment of the loss is proper. Shareholders should consult their tax advisors
to determine the applicability of these regulations in light of their individual
circumstances.

Non-US Shareholders. Distributions properly designated as Capital Gain Dividends
generally will not be subject to withholding of federal income tax. In general,
dividends (other than Capital Gain Dividends) paid by the Fund to a shareholder
that is not a "US person" within the meaning of the Code (such shareholder, a
"foreign person") are subject to withholding of US federal income tax at a rate
of 30% (or lower applicable treaty rate) even if they are funded by income or
gains (such as portfolio interest, short-term capital gains, or foreign-source
dividend and interest income) that, if paid to a foreign person directly, would
not be subject to withholding.

However, effective for taxable years of the Fund beginning before January 1,
2010, the Fund will not be required to withhold any amounts (i) with respect to
distributions (other than distributions to a foreign person (w) that has not
provided a satisfactory statement that the beneficial owner is not a US person,
(x) to the extent that the dividend is attributable to certain interest on an
obligation if the foreign person is the issuer or is a 10% shareholder of the
issuer, (y) that is within certain foreign countries that have inadequate
information exchange with the United States, or (z) to the extent the dividend
is attributable to interest paid by a person that is a related person of the
foreign person and the foreign person is a controlled foreign corporation) from
US-source interest income of types similar to those not subject to US federal
income tax if earned directly by an individual foreign person, to the extent
such distributions are properly designated by the Fund ("interest-related
dividends"), and (ii) with respect to distributions (other than (a)
distributions to an individual foreign person who is present in the United
States for a period or periods aggregating 183 days or more during the year of
the distribution and (b) distributions subject to special rules regarding the
disposition of US real property interests) of net short-term capital gains in
excess of net long-term capital losses, to the extent such distributions are
properly designated by the Fund ("short-term capital gain dividends"). Depending
on the circumstances, the Fund may make such designations of interest-related
and/or short-term capital gain dividends with respect to all, some or none of
its potentially eligible dividends and/or treat such dividends, in whole or in
part, as ineligible for these exemptions from withholding. Absent legislation
extending these exemptions for taxable years beginning on or after January 1,
2010, these special withholding exemptions for interest-related and short-term
capital gain dividends will expire and these dividends generally will be subject
to withholding as described above. It is currently unclear whether Congress will
extend the exemptions for tax years beginning on or after January 1, 2010. The
Fund does not intend to make designations of interest-related dividends.

In the case of shares held through an intermediary, the intermediary may
withhold even if the Fund makes a designation with respect to a payment. Foreign
persons should contact their intermediaries with respect to the application of
these rules to their accounts.

A beneficial holder of shares who is a foreign person is not, in general,
subject to US federal income tax on gains (and is not allowed a deduction for
losses) realized on the sale of shares of the Fund or on Capital Gain Dividends
unless (i) such gain or dividend is effectively connected with the conduct of a
trade or business carried on by such holder within the United States or (ii) in
the case of an individual holder, the holder is present in the United States for
a period or periods aggregating 183 days or more during the year of the sale or
the receipt of the Capital Gain Dividend and certain other conditions are met.

In order to qualify for any exemptions from withholding described above or for
lower withholding tax rates under income tax treaties, or to establish an
exemption from backup withholding, a foreign investor must comply with special
certification and filing requirements relating to its non-US status (including,
in general, furnishing an IRS Form W-8BEN or substitute form). Foreign investors
in the Fund should consult their tax advisors in this regard.

If a shareholder is eligible for the benefits of a tax treaty, any effectively
connected income or gain will generally be subject to US federal income tax on a
net basis only if it is also attributable to a permanent establishment
maintained by the shareholder in the United States.

A beneficial holder of shares who is a foreign person may be subject to state
and local tax and to the US federal estate tax in addition to the federal tax on
income referred to above.

Other Tax Considerations.

The Fund's shareholders may be subject to state and local taxes on their Fund
distributions and on redemptions of the Fund's shares. Shareholders are advised
to consult their own tax advisors with respect to the particular tax
consequences to them of an investment in the Fund.

Special tax rules apply to investments through defined contribution plans and
other tax-qualified plans. Shareholders should consult their tax advisors to
determine the suitability of shares of the Fund as an investment through such
plans and the precise effect of an investment on their particular tax situation.

The Fund is designed to provide investors with liquidity and current income. The
Fund is not intended to constitute a balanced investment program and is not
designed for investors seeking capital gains, maximum income or maximum
tax-exempt income irrespective of fluctuations in principal.

                                 NET ASSET VALUE

The net asset value ("NAV") per share of the Fund is calculated on each day on
which the Fund is open for business (each such day being a "Valuation Day"). The
Fund is open for business each day the New York Stock Exchange is open, as
described in the Fund's current prospectus. The NAV per share of the Fund is
computed by dividing the value of the Fund's assets (i.e., the value of the
Fund's investment in the Portfolio and any other assets) less all liabilities,
by the total number of shares of the Fund outstanding. Although there is no
guarantee, the Fund's NAV per share will normally be $1.00.

On each Valuation Day, the Portfolio determines its net value (i.e., the value
of the Portfolio's portfolio instruments and any other assets less all
liabilities). The Portfolio values its portfolio instruments at amortized cost,
which does not take into account unrealized capital gains or losses. This
involves initially valuing an instrument at its cost and thereafter assuming a
constant amortization to maturity of any discount or premium, regardless of the
impact of fluctuating interest rates on the market value of the instrument.
While this method provides certainty in valuation, it may result in periods
during which value, as determined by amortized cost, is higher or lower than the
price the Portfolio would receive if it sold the instrument.

Each investor in the Portfolio, including the Fund, may add to or reduce its
investment in the Portfolio on each Valuation Day. At the close of each such
Valuation Day, the value of each investor's beneficial interest in the Portfolio
will be determined by multiplying the net value of the Portfolio, as determined
by amortized cost, by the percentage, effective for that day, which represents
that investor's share of the aggregate beneficial interests in the Portfolio.
Any additions or withdrawals, which are to be effected as of the close of
business on that day, will then be effected. The percentage of the aggregate
beneficial interests in the Portfolio held by each investor in the Portfolio,
including the Fund will then be recomputed as the percentage equal to the
fraction (i) the numerator of which is the value of the investor's investment in
the Portfolio as of the close of business on such day plus or minus, as the case
may be, the amount of net additions to or withdrawals from such investor's
investment in the Portfolio effected as of the close of business on such day,
and (ii) the denominator of which is the aggregate net value of the Portfolio,
as determined by amortized cost, as of the close of business on such day plus or
minus, as the case may be, the amount of net additions to or withdrawals from
the aggregate investments in the Portfolio by all investors, including the Fund,
in the Portfolio. The percentage so determined for the Fund will then be applied
to determine the value of the Fund's interest in the Portfolio as of the close
of the following Valuation day.

The Board has established procedures reasonably designed to stabilize the Fund's
NAV per share at $1.00. Under the procedures, the Advisor will monitor and
notify the Board of circumstances where the Fund's NAV per share calculated
based on valuing the Fund's investment in the Portfolio and the Fund's other
assets using market valuations may deviate from the $1.00 per share calculated
based on valuing the Fund's investment in the Portfolio and the Fund's other
assets using amortized cost. If there were any deviation that the Board believed
would result in a material dilution or unfair result for investors or existing
shareholders, the Board would promptly consider what action, if any, should be
initiated. Such actions could include selling assets prior to maturity to
realize capital gains or losses; shortening average maturity of the portfolio;
withholding or reducing dividends; redeeming shares in kind; or valuing assets
based on market valuations. Because the Fund invests substantially all its
assets in the Portfolio, certain of these actions could be implemented at the
Portfolio level at the discretion of its Board.

Market valuations are obtained by using actual quotations provided by market
makers, estimates of market value, or values obtained from yield data relating
to classes of money market instruments published by reputable sources at the
mean between the bid and asked prices for the instruments. In accordance with
procedures approved by the Board, in the event market quotations are not readily
available for certain portfolio assets the fair value of such portfolio assets
will be determined in good faith by the Portfolio's Pricing Committee (or, in
some cases, the Board's Valuation Committee) based upon input from the Advisor
or other third parties. Additionally, for purposes of determining market
valuations, through January 12, 2009, or such later date as extended by the SEC,
certain portfolio assets may be valued at amortized cost, unless the particular
circumstances suggest that amortized cost is no longer appropriate (e.g., there
is an impairment of the creditworthiness of the issuer). The use of amortized
cost for purposes of determining market valuations is limited to portfolio
assets that (i) have a remaining maturity of 60 days or less as set forth on the
face of the instrument; (ii) are considered First Tier Securities pursuant to
SEC rules; and (iii) are expected to be held to maturity.

                           BOARD MEMBERS AND OFFICERS

The following table presents certain information regarding the Board Members of
the Corporation. 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 Board Member that is not an "interested person" (as defined in the 1940
Act) of the Corporation or the Advisor (each, an "Independent Board Member") is
c/o Dawn-Marie Driscoll, PO Box 100176, Cape Coral, FL 33904. 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 Corporation. 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 DWS fund complex.

Independent Board Members

<TABLE>
<CAPTION>
--------------------------------------------------------------------------------------------------------------------
 Name, Year of Birth, Position                                                                   Number of Funds
 with the Corporation and         Business Experience and                                        in DWS Fund
 Length of Time Served(1)         Directorships During the Past 5 Years                          Complex Overseen
--------------------------------------------------------------------------------------------------------------------
<S>                               <C>                                                                   <C>
Paul K. Freeman                   Consultant, World Bank/Inter-American Development Bank;               133
(1950)                            Governing Council of the Independent Directors Council
Chairperson since 2009, and       (governance, executive committees); formerly: Project Leader,
Board Member since 1993           International Institute for Applied Systems Analysis
                                  (1998-2001); Chief Executive Officer, The Eric Group, Inc.
                                  (environmental insurance) (1986-1998)
--------------------------------------------------------------------------------------------------------------------
John W. Ballantine (1946)         Retired; formerly: Executive Vice President and Chief Risk            133
Board Member since 1999           Management Officer, First Chicago NBD Corporation/The First
                                  National Bank of Chicago (1996-1998); Executive Vice
                                  President and Head of International Banking (1995-1996);
                                  Directorships: Healthways Inc. (provider of disease and care
                                  management services); Portland General Electric (utility
                                  company); Stockwell Capital Investments PLC (private equity);
                                  former Directorships: First Oak Brook Bancshares, Inc. and
                                  Oak Brook Bank
--------------------------------------------------------------------------------------------------------------------
 Henry P. Becton, Jr. (1943)      Vice Chair, WGBH Educational Foundation; Directorships:               133
 Board Member since               Association of Public Television Stations; Becton Dickinson
 1990                             and Company(2) (medical technology company); Belo
                                  Corporation(2) (media company); Boston Museum of Science;
                                  Public Radio International; PRX, The Public Radio Exchange;
                                  The PBS Foundation; former Directorships: American Public
                                  Television; Concord Academy; New England Aquarium; Mass.
                                  Corporation for Educational Telecommunications; Committee for
                                  Economic Development; Public Broadcasting Service
--------------------------------------------------------------------------------------------------------------------
Dawn-Marie Driscoll (1946)        President, Driscoll Associates (consulting firm); Executive           133
Board Member since 1987           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: Trustee of 20 open-end mutual
                                  funds managed by Sun Capital Advisers, Inc. (since 2007);
                                  Director of ICI Mutual Insurance Company (since 2007);
                                  Advisory Board, Center for Business Ethics, Bentley
                                  University; Trustee, Southwest Florida Community Foundation
                                  (charitable organization); former Directorships: Investment
                                  Company Institute (audit, executive, nominating committees)
                                  and Independent Directors Council (governance, executive
                                  committees)
--------------------------------------------------------------------------------------------------------------------
Keith R. Fox (1954)               Managing General Partner, Exeter Capital Partners (a series           133
Board Member since                of private equity funds); Directorships: Progressive Holding
1996                              Corporation (kitchen goods importer and distributor); Natural
                                  History, Inc. (magazine publisher); Box Top Media Inc.
                                  (advertising); The Kennel Shop (retailer)
--------------------------------------------------------------------------------------------------------------------
Kenneth C. Froewiss               Clinical Professor of Finance, NYU Stern School of Business           133
(1945)                            (1997-present); Member, Finance Committee, Association for
Board Member since                Asian Studies (2002-present); Director, Mitsui Sumitomo
2001                              Insurance Group (US) (2004-present); prior thereto, Managing
                                  Director, J.P. Morgan (investment banking firm) (until 1996)
--------------------------------------------------------------------------------------------------------------------
Richard J. Herring                Jacob Safra Professor of International Banking and Professor,         133
(1946)                            Finance Department, The Wharton School, University of
Board Member since                Pennsylvania (since July 1972); Co-Director, Wharton
1990                              Financial Institutions Center (since July 2000); Director,
                                  Japan Equity Fund, Inc. (since September 2007), Thai Capital
                                  Fund, Inc. (since September 2007), Singapore Fund, Inc.
                                  (since September 2007); formerly: Vice Dean and Director,
                                  Wharton Undergraduate Division (July 1995-June 2000);
                                  Director, Lauder Institute of International Management
                                  Studies (July 2000-June 2006)
--------------------------------------------------------------------------------------------------------------------
William McClayton (1944)          Managing Director, Diamond Management & Technology                    133
Board Member since 2004           Consultants, Inc. (global management consulting firm)
                                  (2001-present); Directorship: Board of Managers, YMCA of
                                  Metropolitan Chicago; formerly: Senior Partner, Arthur
                                  Andersen LLP (accounting) (1966-2001); Trustee, Ravinia
                                  Festival
--------------------------------------------------------------------------------------------------------------------
Rebecca W. Rimel                  President and Chief Executive Officer, The Pew Charitable             133
(1951)                            Trusts (charitable organization) (1994 to present); Trustee,
Board Member since                Thomas Jefferson Foundation (charitable organization) (1994
1995                              to present); Trustee, Executive Committee, Philadelphia
                                  Chamber of Commerce (2001 to 2007); Trustee, Pro Publica
                                  (2007-present) (charitable organization); formerly: Executive
                                  Vice President, The Glenmede Trust Company (investment trust
                                  and wealth management) (1983 to 2004); Board Member, Investor
                                  Education (charitable organization) (2004-2005); Director,
                                  Viasys Health Care(2) (January 2007-June 2007)
--------------------------------------------------------------------------------------------------------------------
William N. Searcy, Jr.            Private investor since October 2003; Trustee of 20 open-end           133
(1946)                            mutual funds managed by Sun Capital Advisers, Inc. (since
Board Member since                October 1998); formerly: Pension & Savings Trust Officer,
1993                              Sprint Corporation(2) (telecommunications) (November
                                  1989-September 2003)
--------------------------------------------------------------------------------------------------------------------
Jean Gleason Stromberg            Retired; formerly: Consultant (1997-2001); Director, US               133
(1943)                            Government Accountability Office (1996-1997); Partner,
Board Member since                Fulbright & Jaworski, L.L.P. (law firm) (1978-1996);
1997                              Directorships: The William and Flora Hewlett Foundation;
                                  Business Leadership Council, Wellesley College; 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)
--------------------------------------------------------------------------------------------------------------------
Robert H. Wadsworth (1940)        President, Robert H. Wadsworth & Associates, Inc. (consulting         136
Board Member since 1999           firm) (1983 to present); Director, The Phoenix Boys Choir
                                  Association
--------------------------------------------------------------------------------------------------------------------

Interested Board Member

--------------------------------------------------------------------------------------------------------------------
 Name, Year of Birth, Position                                                                   Number of Funds
 with the Corporation and         Business Experience and                                        in DWS Fund
 Length of Time Served(1)         Directorships During the Past 5 Years                          Complex Overseen
--------------------------------------------------------------------------------------------------------------------
 Axel Schwarzer(3)                Managing Director(4), Deutsche Asset Management; Head of              133
 (1958)                           Deutsche Asset Management Americas; CEO of DWS Investments;
 Board Member since               formerly: board member of DWS Investments, Germany
 2006                             (1999-2005); Head of Sales and Product Management for the
                                  Retail and Private Banking Division of Deutsche Bank in
                                  Germany (1997-1999); various strategic and operational
                                  positions for Deutsche Bank Germany Retail and Private
                                  Banking Division in the field of investment funds, tax driven
                                  instruments and asset management for corporates (1989-1996)
--------------------------------------------------------------------------------------------------------------------

Officers(5)

--------------------------------------------------------------------------------------------------------------------
 Name, Year of Birth, Position
 with the Corporation and         Business Experience and
 Length of Time Served(6)         Directorships During the Past 5 Years
--------------------------------------------------------------------------------------------------------------------
 Michael G. Clark(7) (1965)       Managing Director(4), Deutsche Asset Management (2006-present); President of
 President, 2006-present          DWS family of funds; Director, ICI Mutual Insurance Company (since
                                  October 2007); formerly: Director of Fund Board Relations (2004-2006) and
                                  Director of Product Development (2000-2004), Merrill Lynch Investment Managers;
                                  Senior Vice President Operations, Merrill Lynch Asset Management (1999-2000)
--------------------------------------------------------------------------------------------------------------------
 John Millette(8) (1962)          Director(4), Deutsche Asset Management
 Vice President and Secretary,
 1999-present
--------------------------------------------------------------------------------------------------------------------
 Paul H. Schubert(7) (1963)       Managing Director(4), Deutsche Asset Management (since July 2004); formerly:
 Chief Financial Officer,         Executive Director, Head of Mutual Fund Services and Treasurer for UBS Family
 2004-present                     of Funds (1998-2004); Vice President and Director of Mutual Fund Finance at UBS
 Treasurer, 2005-present          Global Asset Management (1994-1998)
--------------------------------------------------------------------------------------------------------------------
 Caroline Pearson(8) (1962)       Managing Director(4), Deutsche Asset Management
 Assistant Secretary,
 1997-present
--------------------------------------------------------------------------------------------------------------------
 Rita Rubin(9) (1970)             Vice President and Counsel, Deutsche Asset Management (since October 2007);
 Assistant Secretary,             formerly, Vice President, Morgan Stanley Investment Management (2004-2007);
 2009-present                     Attorney, Shearman & Sterling LLP (2004); Vice President and Associate General
                                  Counsel, UBS Global Asset Management (2001-2004)
--------------------------------------------------------------------------------------------------------------------
 Paul Antosca(8)                  Director(4), Deutsche Asset Management (since 2006); formerly: Vice President,
 (1957)                           The Manufacturers Life Insurance Company (U.S.A.) (1990-2006)
 Assistant Treasurer,
 2007-present
--------------------------------------------------------------------------------------------------------------------
 Jack Clark (8)                   Director(4), Deutsche Asset Management (since 2007); formerly: Vice President,
 (1967)                           State Street Corporation (2002-2007)
 Assistant Treasurer,
 2007-present
--------------------------------------------------------------------------------------------------------------------
 Diane Kenneally(8)               Director(4), Deutsche Asset Management
 (1966)
 Assistant Treasurer,
 2007-present
--------------------------------------------------------------------------------------------------------------------
 Jason Vazquez(9) (1972)          Vice President, Deutsche Asset Management (since 2006); formerly: AML
 Anti-Money Laundering            Operations Manager for Bear Stearns (2004-2006); Supervising Compliance
 Compliance Officer,              Principal and Operations Manager for AXA Financial (1999-2004)
 2007-present
--------------------------------------------------------------------------------------------------------------------
 Robert Kloby(9) (1962)           Managing Director(4), Deutsche Asset Management (2004-present); formerly: Chief
 Chief Compliance Officer,        Compliance Officer/Chief Risk Officer, Robeco USA (2000-2004); Vice President,
 2006-present                     The Prudential Insurance Company of America (1988-2000); E.F. Hutton and
                                  Company (1984-1988)
--------------------------------------------------------------------------------------------------------------------
 J. Christopher Jackson(9)        Director(4), Deutsche Asset Management (2006-present); formerly: Director,
 (1951)                           Senior Vice President, General Counsel, and Assistant Secretary, Hansberger
 Chief Legal Officer,             Global Investors, Inc. (1996-2006); Director, National Society of Compliance
 2006-present                     Professionals (2002-2005) (2006-2009)
--------------------------------------------------------------------------------------------------------------------
</TABLE>

(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)      The mailing address of Axel Schwarzer is c/o Deutsche Investment
         Management Americas Inc., 345 Park Avenue, New York, New York 10154.
         Mr. Schwarzer is an interested Board Member by virtue of his positions
         with Deutsche Asset Management. As an interested person, Mr. Schwarzer
         receives no compensation from the Fund.

(4)      Executive title, not a board directorship.

(5)      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.

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

(8)      Address: One Beacon Street, Boston, Massachusetts 02108.

(9)      Address:  280 Park Avenue, New York, New York 10017.

Certain officers hold similar positions for other investment companies for which
DIMA or an affiliate serves as the Advisor.

Officer's Role with Principal Underwriter:  DWS Investments Distributors, Inc.

 Paul H. Schubert:               Vice President
 Jason Vazquez:                  Vice President and AML Compliance Officer
 Caroline Pearson:               Secretary

Board Members' Responsibilities. The officers of the Corporation manage its
day-to-day operations under the direction of the Board. The primary
responsibility of the Board is to represent the interests of the Fund and to
provide oversight of the management of the Fund.

Board Committees. The Board has established the following standing committees:
Audit Committee, Nominating and Governance Committee, Contract Committee, Equity
Oversight Committee, Fixed-Income and Quant Oversight Committee, Marketing and
Shareholder Services Committee, and Operations Committee. For each committee,
the Board has adopted a written charter setting forth each committee's
responsibilities. Each committee was reconstituted effective April 1, 2008.

Audit Committee: The Audit Committee, which consists entirely of Independent
Board Members, assists the Board in fulfilling its responsibility for oversight
of (1) the integrity of the financial statements, (2) the Fund's accounting and
financial reporting policies and procedures, (3) the Fund's compliance with
legal and regulatory requirements related to accounting and financial reporting
and (4) the qualifications, independence and performance of the independent
registered public accounting firm for the Fund. It also approves and recommends
to the Board the appointment, retention or termination of the independent
registered public accounting firm for the Fund, reviews the scope of audit and
internal controls, considers and reports to the Board on matters relating to the
Fund's accounting and financial reporting practices, and performs such other
tasks as the full Board deems necessary or appropriate. The Audit Committee
receives annual representations from the independent registered public
accounting firm as to its independence. The members of the Audit Committee are
William McClayton (Chair), Kenneth C. Froewiss (Vice Chair), John W. Ballantine,
Henry P. Becton, Jr., Keith R. Fox and William N. Searcy, Jr. During the
calendar year 2008, the Audit Committee of the Fund's Board held six (6)
meetings.

Nominating and Governance Committee: The Nominating and Governance Committee,
which consists entirely of Independent Board Members, recommends individuals for
membership on the Board, nominates officers, Board and committee chairs, vice
chairs and committee members, and oversees the operations of the Board. The
Nominating and Governance Committee also reviews recommendations by shareholders
for candidates for Board positions. Shareholders may recommend candidates for
Board positions by forwarding their correspondence by US mail or courier service
to Dawn-Marie Driscoll, P.O. Box 100176, Cape Coral, FL 33904. The members of
the Nominating and Governance Committee are Henry P. Becton, Jr. (Chair),
Rebecca W. Rimel (Vice Chair), Paul K. Freeman and William McClayton. During the
calendar year 2008, the Nominating and Governance Committee of the Fund's Board
held four (4) meetings.

Contract Committee: The Contract Committee, which consists entirely of
Independent Board Members, reviews at least annually, (a) the Fund's financial
arrangements with DIMA and its affiliates, and (b) the Fund's expense ratios.
The members of the Contract Committee are Robert H. Wadsworth (Chair), Keith R.
Fox (Vice Chair), Henry P. Becton, Jr., Richard J. Herring, William McClayton
and Jean Gleason Stromberg. During the calendar year 2008, the Contract Review
Committee of the Fund's Board held seven (7) meetings.

Equity Oversight Committee: The Equity Oversight Committee reviews the
investment operations of those funds that primarily invest in equity securities
(except for those funds managed by a quantitative investment team). The members
of the Equity Oversight Committee are John W. Ballantine (Chair), William
McClayton (Vice Chair), Henry P. Becton, Jr., Keith R. Fox, Richard J. Herring
and Rebecca W. Rimel. During the calendar year 2008, the Equity Oversight
Committee of the Fund's Board held five (5) meetings.

Fixed-Income and Quant Oversight Committee: The Fixed-Income and Quant Oversight
Committee reviews the investment operations of those funds that primarily invest
in fixed-income securities or are managed by a quantitative investment team. The
members of the Fixed-Income and Quant Oversight Committee are William N. Searcy,
Jr. (Chair), Jean Gleason Stromberg (Vice Chair), Dawn-Marie Driscoll, Kenneth
C. Froewiss and Robert H. Wadsworth. During the calendar year 2008, the
Fixed-Income Oversight Committee of the Fund's Board held five (5) meetings.

Marketing and Shareholder Services Committee: The Marketing and Shareholder
Services Committee reviews the Fund's marketing program, sales practices and
literature and shareholder services. The members of the Marketing and
Shareholder Services Committee are Richard J. Herring (Chair), Dawn-Marie
Driscoll (Vice Chair), Rebecca W. Rimel, Jean Gleason Stromberg and Robert H.
Wadsworth. During the calendar year 2008, the Marketing/Distribution/Shareholder
Service Committee of the Fund's Board held four (4) meetings.

The Operations Committee: The Operations Committee reviews the administrative
operations, legal affairs and general compliance matters of the Fund. The
Operations Committee reviews administrative matters related to the operations of
the Fund, policies and procedures relating to portfolio transactions, custody
arrangements, fidelity bond and insurance arrangements, valuation of Fund assets
and securities and such other tasks as the full Board deems necessary or
appropriate. The Operations Committee also oversees the valuation of the Fund's
securities and other assets and determines, as needed, the fair value of Fund
securities or other assets under certain circumstances as described in the
Fund's Valuation Procedures. The Operations Committee has appointed a Valuation
Sub-Committee, which may make determinations of fair value required when the
Operations Committee is not in session. The members of the Operations Committee
are Dawn-Marie Driscoll (Chair), John W. Ballantine (Vice Chair), Kenneth C.
Froewiss, Rebecca W. Rimel and William N. Searcy, Jr. The members of the
Valuation Sub-Committee are Kenneth C. Froewiss (Chair), John W. Ballantine,
Dawn-Marie Driscoll (Alternate), Rebecca W. Rimel (Alternate) and William N.
Searcy, Jr. (Alternate). During the calendar year 2008, the Operations Committee
held four (4) meetings and the Valuation Sub-Committee did not hold any
meetings.

Ad Hoc Committees. In addition to the standing committees described above, from
time to time the Board may also form ad hoc committees to consider specific
issues.

Remuneration. Each Independent Board Member receives compensation from the Fund
for his or her services, which includes retainer fees and specified amounts for
various committee services and for the Board Chairperson. No additional
compensation is paid to any Independent Board Member for travel time to
meetings, attendance at directors' educational seminars or conferences, service
on industry or association committees, participation as speakers at directors'
conferences or service on special fund industry director task forces or
subcommittees. Independent Board Members do not receive any employee benefits
such as pension or retirement benefits or health insurance from the Fund or any
fund in the DWS fund complex.

Board Members who are officers, directors, employees or stockholders of Deutsche
Asset Management or its affiliates receive no direct compensation from the Fund,
although they are compensated as employees of Deutsche Asset Management, or its
affiliates, and as a result may be deemed to participate in fees paid by the
Fund. The following tables show compensation from the Fund and aggregate
compensation from all of the funds in the DWS fund complex received by each
Independent Board Member during the calendar year 2008. Mr. Schwarzer is an
interested person of the Fund and received no compensation from the Fund or any
fund in the DWS fund complex during the relevant periods.

<TABLE>
<CAPTION>
                                                                         Total Compensation
                                        Aggregate Compensation              from Fund and
  Name of Board Member                 from Cash Reserve Fund            DWS Fund Complex(1)
  --------------------                 ----------------------            -------------------

<S>                                              <C>                            <C>
  John W. Ballantine                             $104                           $237,500
  Henry P. Becton, Jr.(2)                        $974                           $246,000
  Dawn-Marie Driscoll(2)(3)                     $1,186                          $292,500
  Keith R. Fox(2)                                $916                           $229,500
  Paul K. Freeman                                $104                           $255,000
  Kenneth C. Froewiss                            $916                           $226,750
  Richard J. Herring(2)                          $974                           $240,000
  William McClayton(4)                           $104                           $257,500
  Rebecca W. Rimel(2)                            $916                           $233,500
  William N. Searcy, Jr.                         $974                           $238,000
  Jean Gleason Stromberg                         $916                           $225,500
  Robert H. Wadsworth                            $104                           $273,500
</TABLE>

(1)      The DWS fund complex is composed of 136 funds as of December 31, 2008.

(2)      Aggregate compensation includes amounts paid to the Board Members for
         special meetings of ad hoc committees of the Board in connection with
         the consolidation of the DWS fund boards and various funds, meetings
         for considering fund expense simplification initiatives, and
         consideration of issues specific to the Fund's direct shareholders
         (i.e., those shareholders who did not purchase shares through financial
         intermediaries). Such amounts totaled $8,000 for Mr. Becton, $2,000 for
         Ms. Driscoll, $2,000 for Mr. Fox, $2,000 for Dr. Herring and $8,000 for
         Ms. Rimel. These meeting fees were borne by the funds.

(3)      Includes $70,000 in annual retainer fees received by Ms. Driscoll as
         Chairperson of DWS funds.

(4)      Includes $15,000 paid to Mr. McClayton for numerous special meetings of
         an ad hoc committee of the former Chicago Board in connection with
         board consolidation initiatives.

Board Member Ownership in the Fund

The following table shows the dollar range of equity securities beneficially
owned by each Board Member in the Fund and DWS fund complex as of December 31,
2008.

<TABLE>
<CAPTION>
                                                                                  Aggregate Dollar Range of
                                            Dollar Range of Beneficial       Ownership in all Funds Overseen by
                                                     Ownership                          Board Member
Board Member                                   in Cash Reserve Fund               in the DWS Fund Complex(1)
------------                                   --------------------               --------------------------

Independent Board Member:
-------------------------

<S>                                                    <C>                                 <C>
John W. Ballantine                                     None                                Over $100,000
Henry P. Becton, Jr.                                   None                                Over $100,000
Dawn-Marie Driscoll                                    None                                Over $100,000
Keith R. Fox                                           None                                Over $100,000
Paul K. Freeman                                        None                                Over $100,000
Kenneth C. Froewiss                                    None                                Over $100,000
Richard J. Herring                                     None                                Over $100,000
William McClayton                                      None                                Over $100,000
Rebecca W. Rimel                                       None                                Over $100,000
William N. Searcy, Jr.                                 None                                Over $100,000
Jean Gleason Stromberg                                 None                                Over $100,000
Robert H. Wadsworth                                    None                                Over $100,000

Interested Board Member:
------------------------

Axel Schwarzer                                         None                                Over $100,000
</TABLE>

(1)      Securities beneficially owned as defined under the 1934 Act include
         direct and/or indirect ownership of securities where the Board Member's
         economic interest is tied to the securities, employment ownership and
         securities when the Board Member can exert voting power, and when the
         Board Member has authority to sell the securities. The dollar ranges
         are: None, $1-$10,000, $10,001-$50,000, $50,001-$100,000 and over
         $100,000.

Ownership in Securities of the Advisor and Related Companies

As reported to the Fund, the information in the following table reflects
ownership by the Independent Board Members and their immediate family members of
certain securities as of December 31, 2008. Immediate family members can be a
spouse, children residing in the same household including step and adoptive
children, and any dependents. The securities represent ownership in the Advisor
or principal underwriter of the Fund and any persons (other than a registered
investment company) directly or indirectly controlling, controlled by, or under
common control with the Advisor or principal underwriter of the Fund (including
Deutsche Bank AG).

<TABLE>
<CAPTION>
                                                                                   Value of        Percent of
                                   Owner and                                     Securities on     Class on an
Independent                     Relationship to                     Title of     an Aggregate       Aggregate
Board Member                      Board Member         Company        Class          Basis            Basis
------------                      ------------         -------        -----          -----            -----

<S>     <C>    <C>    <C>    <C>    <C>    <C>
John W. Ballantine                                      None
Henry P. Becton, Jr.                                    None
Dawn-Marie Driscoll                                     None
Keith R. Fox                                            None
Paul K. Freeman                                         None
Kenneth C. Froewiss                                     None
Richard J. Herring                                      None
William McClayton                                       None
Rebecca W. Rimel                                        None
William N. Searcy, Jr.                                  None
Jean Gleason Stromberg                                  None
Robert H. Wadsworth                                     None
</TABLE>

Securities Beneficially Owned

As of April 14, 2009, the Board Members and officers of the Corporation owned,
as a group, less than 1% of the outstanding shares of the Fund.

To the best of the Fund's knowledge, as of April 14, 2009, no person owned of
record or beneficially 5% or more of any class of the Fund's outstanding shares,
except as noted below.

Prime Series

<TABLE>
<CAPTION>
Name and Address of Investor Ownership                          Shares                      % of Total Shares
--------------------------------------                          ------                      -----------------

<S>                                                         <C>                          <C>
PERSHING LLC FOR THE EXCLUSIVE                              856,981,997.61               80.68% of Prime Shares
BENEFIT OF CUSTOMERS
JERSEY CITY NJ  07399-0001

FIRST SOUTHWEST COMPANY                                      90,442,287.58                8.51% of Prime Shares
DALLAS TX  75201-3852

KNOTFLOAT & CO                                               67,485,388.30                6.35% of Prime Shares
C/O STATE STREET BANK
BOSTON MA  02206-5496

PERSHING LLC FOR THE EXCLUSIVE                              523,094,640.79           67.36% of Institutional Shares
BENEFIT OF CUSTOMERS
JERSEY CITY NJ  07399-0001

KNOTFLOAT & CO                                               70,728,727.80            9.11% of Institutional Shares
C/O STATE STREET BANK
BOSTON MA  02206-5496
</TABLE>

Agreement to Indemnify Independent Directors for Certain Expenses

In connection with litigation or regulatory action related to possible improper
market timing or other improper trading activity or possible improper marketing
and sales activity in certain DWS Funds (the "Affected Funds"), DIMA has agreed
to indemnify and hold harmless the Affected Funds ("Fund Indemnification
Agreement") against any and all loss, damage, liability and expense, arising
from market timing or marketing and sales matters alleged in any enforcement
actions brought by governmental authorities involving or potentially affecting
the Affected Funds or DIMA ("Enforcement Actions") or that are the basis for
private actions brought by shareholders of the Affected Funds against the
Affected Funds, their directors and officers, DIMA and/or certain other parties
("Private Litigation"), or any proceedings or actions that may be threatened or
commenced in the future by any person (including governmental authorities),
arising from or similar to the matters alleged in the Enforcement Actions or
Private Litigation. In recognition of its undertaking to indemnify the Affected
Funds and in light of the rebuttable presumption generally afforded to
independent directors/trustees of investment companies that they have not
engaged in disabling conduct, DIMA has also agreed, subject to applicable law
and regulation, to indemnify certain (or, with respect to certain Affected
Funds, all) of the Independent Directors of the Affected Funds, against certain
liabilities the Independent Directors may incur from the matters alleged in any
Enforcement Actions or Private Litigation or arising from or similar to the
matters alleged in the Enforcement Actions or Private Litigation, and advance
expenses that may be incurred by the Independent Directors in connection with
any Enforcement Actions or Private Litigation. DIMA is not, however, required to
provide indemnification and advancement of expenses: (1) with respect to any
proceeding or action which the Affected Funds' Board determines that the
Independent Directors ultimately would not be entitled to indemnification or (2)
for any liability of the Independent Directors to the Funds or their
shareholders to which the Independent Director would otherwise be subject by
reason of willful misfeasance, bad faith, gross negligence or reckless disregard
of the Independent Director's duties as a director or trustee of the Affected
Funds as determined in a final adjudication in such action or proceeding. The
estimated amount of any expenses that may be advanced to the Independent
Directors or indemnity that may be payable under the indemnity agreements is
currently unknown. These agreements by DIMA will survive the termination of the
investment management agreements between DIMA and the Affected Funds.

                                FUND ORGANIZATION

The Fund is registered as an open-end diversified management investment company
under the Investment Company Act of 1940, as amended (the "1940 Act"), and its
shares are registered under the Securities Act of 1933 (the "1933 Act"). The
Fund was organized as a corporation under the laws of the State of Maryland on
November 19, 1980, reorganized as a business trust under the laws of the
Commonwealth of Massachusetts on August 30, 1985 and, following certain changes
in Maryland law, reorganized as a Maryland corporation effective April 5, 1990.

The Fund has elected to be treated as a diversified investment company, as that
term is used in the 1940 Act, and as interpreted or modified by regulatory
authority having jurisdiction, from time to time.

The Fund offers one series of shares (the series is referred to herein as a
"Series"):
o        Prime Series

There are currently two classes of the Prime Series, designated as the Cash
Reserve Prime Shares (formerly Deutsche Bank Cash Reserve Prime Shares) and the
Cash Reserve Prime Institutional Shares (formerly, Deutsche Bank Alex. Brown
Cash Reserve Prime Institutional Shares). As of August 19, 2002, the Fund became
part of the DWS family of funds. This change resulted in modifications to the
presentation of prospectuses, periodic reports and other publications on behalf
of certain classes of the Fund.

The Board of Directors of Prime Series, a series of Cash Reserve Fund, Inc.
("Cash Reserve Fund") approved a reorganization (the "reorganization") pursuant
to which Prime Series became a feeder fund of Cash Management Portfolio (the
"Master Portfolio"). As a feeder fund in a master/feeder fund structure, Prime
Series no longer invests directly in securities and other instruments but
invests all or substantially all of its assets in the Master Portfolio, which
invests directly in securities and other instruments. Pursuant to the
Reorganization, Prime Series contributes its net assets to the Master Portfolio
in return for shares of the Master Portfolio equal in number to the number of
Cash Reserve Prime Shares and Cash Reserve Prime Institutional Shares
outstanding. The Reorganization occurred May 14, 2007 and is a tax-free
reorganization for Federal income purposes.

The term "majority of the outstanding shares" of either the Fund or the Series
or particular class as used in this Statement of Additional Information means,
respectively, the vote of the lesser of (i) 67% or more of the shares of the
Fund or such Series or class present or represented by proxy at a meeting, if
the holders of more than 50% of the outstanding shares of the Fund or such
Series or class are present or represented by proxy, or (ii) more than 50% of
the outstanding shares of the Fund or such Series or class.

Shareholders do not have cumulative voting rights, and therefore the holders of
more than 50% of the outstanding shares of all classes voting together for the
election of directors may elect all of the members of the Board of Directors of
the Fund. In such event, the remaining holders cannot elect any members of the
Board of Directors of the Fund.

The Board of Directors may classify or reclassify any unissued shares of any
class or classes in addition to those already authorized by setting or changing
in any one or more respects, from time to time, prior to the issuance of such
shares, the preferences, conversion or other rights, voting powers,
restrictions, limitations as to dividends, qualifications, or terms or
conditions of redemption, of such shares. Any such classification or
reclassification will comply with the provisions of the 1940 Act.

The Fund's charter authorizes the issuance of shares, each with a par value of
$.001. The Board of Directors may increase or (within limits) decrease the
number of authorized shares without shareholder approval. A share of the Series
represents an equal proportionate interest in the Series with each other share
of the Series and is entitled to a proportionate interest in the dividends and
distributions from the Series except to the extent such dividends and
distributions may be affected by differences in the expenses allocated to a
particular class.

The assets received by the Fund for the issue or sale of shares of the Series
and all income, earnings, profits, losses and proceeds therefrom, subject only
to the rights of creditors, are allocated to the Series, and constitute the
underlying assets of the Series. The underlying assets of the Series are
segregated and are charged with the expenses attributable to the Series and with
a share of the general expenses of the Fund as described below under "Expenses."
While the expenses of the Fund are allocated to the separate books of account of
the Series, certain expenses may be legally chargeable against the assets of the
Series. In addition, expenses of the Series that are attributable to a
particular class of shares offered by the Series are allocated to that class.
See "Expenses."

The Fund's charter provides that the directors and officers of the Fund will not
be liable to the Fund or its shareholders for any action taken by such director
or officer while acting in his or her capacity as such, except for any liability
to which the director or officer would otherwise be subject by reason of willful
misfeasance, bad faith, gross negligence or reckless disregard of the duties
involved in the conduct of his or her office. The Fund's charter provides for
indemnification by the Fund of the directors and officers of the Fund to the
fullest extent permitted by the Maryland General Corporation Law (the "MGCL").
Such person may not be indemnified against any liability to the Fund or the
Fund's shareholders to which he or she would otherwise be subject by reason of
willful misfeasance, bad faith, gross negligence or reckless disregard of the
duties involved in the conduct of his or her office. The MGCL also authorizes
the purchase of liability insurance on behalf of the directors and officers.

The Fund will not normally hold annual shareholders' meetings. Directors may be
removed from office only for cause by a vote of the holders of a majority of the
outstanding shares at a meeting duly called for that purpose, which meeting
shall be held upon written request of the holders of not less than 10% of the
outstanding shares of the Fund. Upon written request by ten or more
shareholders, who have been such for at least six months and who hold shares
constituting 1% of the outstanding shares, stating that such shareholders wish
to communicate with the other shareholders for the purpose of obtaining the
signatures necessary to demand a meeting to consider removal of a director, the
Fund will undertake to provide a list of shareholders or to disseminate
appropriate materials.

Except as otherwise disclosed in the Prospectus and in this Statement of
Additional Information, the Directors shall continue to hold office and may
appoint their successors.

Cash Management Portfolio (prior to February 6, 2006 known as Scudder Cash
Management Portfolio and prior to May 16, 2003 known as Cash Management
Portfolio) was organized as a master trust fund under the laws of the State of
New York. Cash Management Portfolio's Declaration of Trust provides that the
Fund and other entities investing in the Portfolio (e.g., other investment
companies, insurance company separate accounts and common and commingled trust
funds) will each be liable for all obligations of the Portfolio. However, the
risk of the Fund incurring financial loss on account of such liability is
limited to circumstances in which both inadequate insurance existed and the
Portfolio itself was unable to meet its obligations. Accordingly, the Trustees
of the Trust believe that neither the Fund nor its shareholders will be
adversely affected by reason of the Fund's investing in the Portfolio. Whenever
the Trust is requested to vote on a matter pertaining to the Portfolio, the
Trust will vote its shares without a meeting of shareholders of the Fund if the
proposal is one, in which made with respect to the Fund, would not require the
vote of shareholders of the Fund as long as such action is permissible under
applicable statutory and regulatory requirements. In addition, whenever the
Trust is requested to vote on matters pertaining to the fundamental policies of
the Portfolio, the Trust will hold a meeting of the Fund's shareholders and will
cast its vote as instructed by the Fund's shareholders. The percentage of the
Trust's votes representing Fund shareholders not voting will be voted by the
Trustees of the Trust in the same proportion as the Fund shareholders who do, in
fact, vote. For all other matters requiring a vote, the Trust will hold a
meeting of shareholders of the Fund and, at the meeting of investors in the
Portfolio, the Trust will cast all of its votes in the same proportion as the
votes of the Portfolio's shareholders even if all Portfolio shareholders did not
vote. Even if the Portfolio votes all its shares at the Portfolio meeting, other
investors with a greater pro rata ownership of the Portfolio could have
effective voting control of the operations of the Portfolio.

                             PROXY VOTING GUIDELINES

The Fund has delegated proxy voting responsibilities to the Advisor, subject to
the Board's general oversight. The Advisor votes proxies pursuant to the proxy
voting policy and guidelines set forth in Appendix A to this SAI).

You may obtain information about how a fund voted proxies related to its
portfolio securities during the 12-month period ended June 30 by visiting the
Securities and Exchange Commission's Web site at www.sec.gov or by visiting our
Web site at: www.dws-investments.com (click on "proxy voting" at the bottom of
the page).

                              FINANCIAL STATEMENTS

The financial statements for the Fund for the fiscal year ended December 31,
2008 are incorporated herein by reference to the Fund's Annual Report, which has
been filed with the SEC, dated December 31, 2008.

                             ADDITIONAL INFORMATION

The CUSIP numbers for each class of the Fund offered herein are:

Prime Shares: 014471108
Prime Institutional Shares: 014470405

Cash Reserve Fund, Inc. has a fiscal year ending December 31. Effective December
31, 2007, Cash Reserve Fund, Inc. changed its fiscal year end to December 31.

The Prospectus and this Statement of Additional Information omit certain
information contained in the Registration Statement and its amendments which the
Fund has filed with the SEC under the Securities Act of 1933 and reference is
hereby made to the Registration Statement for further information with respect
to the Fund and the securities offered hereby.

The Fund has filed with the SEC, 450 Fifth Street, N.W., Washington, D.C. 20549,
a Registration Statement under the 1933 Act with respect to the securities of
the Fund. If further information is desired with respect to the Fund reference
is made to the Registration Statement and the exhibits filed as a part thereof.
The Registration Statement and its amendments are available for inspection by
the public at the SEC in Washington, D.C.


                      APPENDIX A -- PROXY VOTING GUIDELINES

       Deutsche Asset Management ("AM") Proxy Voting Policy and Guidelines


I.       INTRODUCTION

AM has adopted and implemented the following policies and procedures, which it
believes are reasonably designed to ensure that proxies are voted in the best
economic interest of clients, in accordance with its fiduciary duties and local
regulation. These Proxy Voting Policies, Procedures and Guidelines shall apply
to all accounts managed by US domiciled advisers and to all US client accounts
managed by non US regional offices. Non US regional offices are required to
maintain procedures and to vote proxies as may be required by law on behalf of
their non US clients. In addition, AM's proxy policies reflect the fiduciary
standards and responsibilities for ERISA accounts.

The attached guidelines represent a set of global recommendations that were
determined by the Global Proxy Voting Sub-Committee ("the GPVSC"). These
guidelines were developed to provide AM with a comprehensive list of
recommendations that represent how AM will generally vote proxies for its
clients. The recommendations derived from the application of these guidelines
are not intended to influence the various AM legal entities either directly or
indirectly by parent or affiliated companies. In addition, the organizational
structures and documents of the various AM legal entities allows, where
necessary or appropriate, the execution by individual AM subsidiaries of the
proxy voting rights independently of any DB parent or affiliated company. This
applies in particular to non U.S. fund management companies. The individuals
that make proxy voting decisions are also free to act independently, subject to
the normal and customary supervision by the management/boards of these AM legal
entities.


II.      AM'S PROXY VOTING RESPONSIBILITIES

Proxy votes are the property of AM's advisory clients.(1) As such, AM's
authority and responsibility to vote such proxies depend upon its contractual
relationships with its clients. AM has delegated responsibility for effecting
its advisory clients' proxy votes to Institutional Shareholder Services ("ISS"),
an independent third-party proxy voting specialist. ISS votes AM's advisory
clients' proxies in accordance with AM's proxy guidelines or AM's specific
instructions. Where a client has given specific instructions as to how a proxy
should be voted, AM will notify ISS to carry out those instructions. Where no
specific instruction exists, AM will follow the procedures in voting the proxies
set forth in this document. Certain Taft-Hartley clients may direct AM to have
ISS vote their proxies in accordance with Taft Hartley voting Guidelines

_____________________

(1)      For purposes of these Policies and Procedures, "clients" refers to
         persons or entities: for which AM serves as investment adviser or
         sub-adviser; for which AM votes proxies; and that have an economic or
         beneficial ownership interest in the portfolio securities of issuers
         soliciting such proxies.

Clients may in certain instances contract with their custodial agent and notify
AM that they wish to engage in securities lending transactions. In such cases,
it is the responsibility of the custodian to deduct the number of shares that
are on loan so that they do not get voted twice.


III.     POLICIES

1.       Proxy voting activities are conducted in the best economic interest of
         clients

AM has adopted the following policies and procedures to ensure that proxies are
voted in accordance with the best economic interest of its clients, as
determined by AM in good faith after appropriate review.

2.       The Global Proxy Voting Sub-Committee

The Global Proxy Voting Sub-Committee (the "GPVSC") is an internal working group
established by the applicable AM's Investment Risk Oversight Committee pursuant
to a written charter. The GPVSC is responsible for overseeing AM's proxy voting
activities, including:

(i)    adopting, monitoring and updating guidelines, attached as Exhibit A (the
       "Guidelines"), that provide how AM will generally vote proxies pertaining
       to a comprehensive list of common proxy voting matters;

(ii)   voting proxies where (A) the issues are not covered by specific client
       instruction or the Guidelines; (B) the Guidelines specify that the issues
       are to be determined on a case-by-case basis; or (C) where an exception
       to the Guidelines may be in the best economic interest of AM's clients;
       and

(iii)  monitoring the Proxy Vendor Oversight's proxy voting activities (see
       below).

AM's Proxy Vendor Oversight, a function of AM's Operations Group, is responsible
for coordinating with ISS to administer AM's proxy voting process and for voting
proxies in accordance with any specific client instructions or, if there are
none, the Guidelines, and overseeing ISS' proxy responsibilities in this regard.

3.       Availability of Proxy Voting Policies and Procedures and proxy voting
         record

Copies of these Policies and Procedures, as they may be updated from time to
time, are made available to clients as required by law and otherwise at AM's
discretion. Clients may also obtain information on how their proxies were voted
by AM as required by law and otherwise at AM's discretion; however, AM must not
selectively disclose its investment company clients' proxy voting records. The
Proxy Vendor Oversight will make proxy voting reports available to advisory
clients upon request. The investment companies' proxy voting records will be
disclosed to shareholders by means of publicly-available annual filings of each
company's proxy voting record for 12-month periods ended June 30 (see
"Recordkeeping" below), if so required by relevant law.


IV.      PROCEDURES

The key aspects of AM's proxy voting process are as follows:

1.       The GPVSC's Proxy Voting Guidelines

The Guidelines set forth the GPVSC's standard voting positions on a
comprehensive list of common proxy voting matters. The GPVSC has developed, and
continues to update the Guidelines based on consideration of current corporate
governance principles, industry standards, client feedback, and the impact of
the matter on issuers and the value of the investments.

The GPVSC will review the Guidelines as necessary to support the best economic
interests of AM's clients and, in any event, at least annually. The GPVSC will
make changes to the Guidelines, whether as a result of the annual review or
otherwise, taking solely into account the best economic interests of clients.
Before changing the Guidelines, the GPVSC will thoroughly review and evaluate
the proposed change and the reasons therefore, and the GPVSC Chair will ask
GPVSC members whether anyone outside of the AM organization (but within Deutsche
Bank and its affiliates) or any entity that identifies itself as a AM advisory
client has requested or attempted to influence the proposed change and whether
any member has a conflict of interest with respect to the proposed change. If
any such matter is reported to the GPVSC Chair, the Chair will promptly notify
the Conflicts of Interest Management Sub-Committee (see below) and will defer
the approval, if possible. Lastly, the GPVSC will fully document its rationale
for approving any change to the Guidelines.

The Guidelines may reflect a voting position that differs from the actual
practices of the public company(ies) within the Deutsche Bank organization or of
the investment companies for which AM or an affiliate serves as investment
adviser or sponsor. Investment companies, particularly closed-end investment
companies, are different from traditional operating companies. These differences
may call for differences in voting positions on the same matter. Further, the
manner in which AM votes investment company proxies may differ from proposals
for which a AM-advised or sponsored investment company solicits proxies from its
shareholders. As reflected in the Guidelines, proxies solicited by closed-end
(and open-end) investment companies are generally voted in accordance with the
pre-determined guidelines of ISS. See Section IV.3.B.

Funds ("Underlying Funds") in which Topiary Fund Management Fund of Funds (each,
a "Fund") invest, may from time to time seek to revise their investment terms
(i.e. liquidity, fees, etc.) or investment structure. In such event, the
Underlying Funds may require approval/consent from its investors to effect the
relevant changes. Topiary Fund Management has adopted Proxy Voting Procedures
which outline the process for these approvals.

2.       Specific proxy voting decisions made by the GPVSC

The Proxy Vendor Oversight will refer to the GPVSC all proxy proposals (i) that
are not covered by specific client instructions or the Guidelines; or (ii) that,
according to the Guidelines, should be evaluated and voted on a case-by-case
basis.

Additionally, if, the Proxy Vendor Oversight, the GPVSC Chair or any member of
the GPVSC, a portfolio manager, a research analyst or a sub-adviser believes
that voting a particular proxy in accordance with the Guidelines may not be in
the best economic interests of clients, that individual may bring the matter to
the attention of the GPVSC Chair and/or the Proxy Vendor Oversight.(2)

_____________________

(2)      The Proxy Vendor Oversight generally monitors upcoming proxy
         solicitations for heightened attention from the press or the industry
         and for novel or unusual proposals or circumstances, which may prompt
         the Proxy Vendor Oversight to bring the solicitation to the attention
         of the GPVSC Chair. AM portfolio managers, AM research analysts and
         sub-advisers also may bring a particular proxy vote to the attention of
         the GPVSC Chair, as a result of their ongoing monitoring of portfolio
         securities held by advisory clients and/or their review of the periodic
         proxy voting record reports that the GPVSC Chair distributes to AM
         portfolio managers and AM research analysts.

If the Proxy Vendor Oversight refers a proxy proposal to the GPVSC or the GPVSC
determines that voting a particular proxy in accordance with the Guidelines is
not in the best economic interests of clients, the GPVSC will evaluate and vote
the proxy, subject to the procedures below regarding conflicts.

The GPVSC endeavors to hold meetings to decide how to vote particular proxies
sufficiently before the voting deadline so that the procedures below regarding
conflicts can be completed before the GPVSC's voting determination.

3.       Certain proxy votes may not be cast

In some cases, the GPVSC may determine that it is in the best economic interests
of its clients not to vote certain proxies. If the conditions below are met with
regard to a proxy proposal, AM will abstain from voting:

o        Neither the Guidelines nor specific client instructions cover an issue;

o        ISS does not make a recommendation on the issue;

o        The GPVSC cannot convene on the proxy proposal at issue to make a
         determination as to what would be in the client's best interest. (This
         could happen, for example, if the Conflicts of Interest Management
         Sub-committee found that there was a material conflict or if despite
         all best efforts being made, the GPVSC quorum requirement could not be
         met).

In addition, it is AM's policy not to vote proxies of issuers subject to laws of
those jurisdictions that impose restrictions upon selling shares after proxies
are voted, in order to preserve liquidity. In other cases, it may not be
possible to vote certain proxies, despite good faith efforts to do so. For
example, some jurisdictions do not provide adequate notice to shareholders so
that proxies may be voted on a timely basis. Voting rights on securities that
have been loaned to third-parties transfer to those third-parties, with loan
termination often being the only way to attempt to vote proxies on the loaned
securities. Lastly, the GPVSC may determine that the costs to the client(s)
associated with voting a particular proxy or group of proxies outweighs the
economic benefits expected from voting the proxy or group of proxies.

The Proxy Vendor Oversight will coordinate with the GPVSC Chair regarding any
specific proxies and any categories of proxies that will not or cannot be voted.
The reasons for not voting any proxy shall be documented.

4.       Conflict of Interest Procedures

A. Procedures to Address Conflicts of Interest and Improper Influence

Overriding Principle. In the limited circumstances where the GPVSC votes
proxies,(3) the GPVSC will vote those proxies in accordance with what it, in
good faith, determines to be the best economic interests of AM's clients.(4)

_____________________

(3)      As mentioned above, the GPVSC votes proxies (i) where neither a
         specific client instruction nor a Guideline directs how the proxy
         should be voted, (ii) where the Guidelines specify that an issue is to
         be determined on a case by case basis or (iii) where voting in
         accordance with the Guidelines may not be in the best economic
         interests of clients.

(4)      The Proxy Vendor Oversight, who serves as the non-voting secretary of
         the GPVSC, may receive routine calls from proxy solicitors and other
         parties interested in a particular proxy vote. Any contact that
         attempts to exert improper pressure or influence shall be reported to
         the Conflicts of Interest Management Sub-Committee.

Independence of the GPVSC. As a matter of Compliance policy, the GPVSC and the
Proxy Vendor Oversight are structured to be independent from other parts of
Deutsche Bank. Members of the GPVSC and the employee responsible for Proxy
Vendor Oversight are employees of AM. As such, they may not be subject to the
supervision or control of any employees of Deutsche Bank Corporate and
Investment Banking division ("CIB"). Their compensation cannot be based upon
their contribution to any business activity outside of AM without prior approval
of Legal and Compliance. They can have no contact with employees of Deutsche
Bank outside of the Private Client and Asset Management division ("PCAM")
regarding specific clients, business matters or initiatives without the prior
approval of Legal and Compliance. They furthermore may not discuss proxy votes
with any person outside of AM (and within AM only on a need to know basis).

Conflict Review Procedures. There will be a committee (the "Conflicts of
Interest Management Sub-Committee") established within AM that will monitor for
potential material conflicts of interest in connection with proxy proposals that
are to be evaluated by the GPVSC. Promptly upon a determination that a vote
shall be presented to the GPVSC, the GPVSC Chair shall notify the Conflicts of
Interest Management Sub-Committee. The Conflicts of Interest Management
Sub-Committee shall promptly collect and review any information deemed
reasonably appropriate to evaluate, in its reasonable judgment, if AM or any
person participating in the proxy voting process has, or has the appearance of,
a material conflict of interest. For the purposes of this policy, a conflict of
interest shall be considered "material" to the extent that a reasonable person
could expect the conflict to influence, or appear to influence, the GPVSC's
decision on the particular vote at issue. GPVSC should provide the Conflicts of
Interest Management Sub-Committee a reasonable amount of time (no less than 24
hours) to perform all necessary and appropriate reviews. To the extent that a
conflicts review can not be sufficiently completed by the Conflicts of Interest
Management Sub-Committee the proxies will be voted in accordance with the
standard guidelines.

The information considered by the Conflicts of Interest Management Sub-Committee
may include without limitation information regarding (i) AM client
relationships; (ii) any relevant personal conflict known by the Conflicts of
Interest Management Sub-Committee or brought to the attention of that
sub-committee; (iii) and any communications with members of the GPVSC (or anyone
participating or providing information to the GPVSC) and any person outside of
the AM organization (but within Deutsche Bank and its affiliates) or any entity
that identifies itself as a AM advisory client regarding the vote at issue. In
the context of any determination, the Conflicts of Interest Management
Sub-Committee may consult with, and shall be entitled to rely upon, all
applicable outside experts, including legal counsel.

Upon completion of the investigation, the Conflicts of Interest Management
Sub-Committee will document its findings and conclusions. If the Conflicts of
Interest Management Sub-Committee determines that (i) AM has a material conflict
of interest that would prevent it from deciding how to vote the proxies
concerned without further client consent or (ii) certain individuals should be
recused from participating in the proxy vote at issue, the Conflicts of Interest
Management Sub-Committee will so inform the GPVSC chair.

If notified that AM has a material conflict of interest as described above, the
GPVSC chair will obtain instructions as to how the proxies should be voted
either from (i) if time permits, the effected clients, or (ii) in accordance
with the standard guidelines. If notified that certain individuals should be
recused from the proxy vote at issue, the GPVSC Chair shall do so in accordance
with the procedures set forth below.

Note: Any AM employee who becomes aware of a potential, material conflict of
interest in respect of any proxy vote to be made on behalf of clients shall
notify Compliance. Compliance shall call a meeting of the conflict review
committee to evaluate such conflict and determine a recommended course of
action.

Procedures to be followed by the GPVSC. At the beginning of any discussion
regarding how to vote any proxy, the GPVSC Chair (or his or her delegate) will
inquire as to whether any GPVSC member (whether voting or ex officio) or any
person participating in the proxy voting process has a personal conflict of
interest or has actual knowledge of an actual or apparent conflict that has not
been reported to the Conflicts of Interest Management Sub-Committee.

The GPVSC Chair also will inquire of these same parties whether they have actual
knowledge regarding whether any director, officer or employee outside of the AM
organization (but within Deutsche Bank and its affiliates) or any entity that
identifies itself as a AM advisory client, has: (i) requested that AM, the Proxy
Vendor Oversight (or any member thereof) or a GPVSC member vote a particular
proxy in a certain manner; (ii) attempted to influence AM, the Proxy Vendor
Oversight (or any member thereof), a GPVSC member or any other person in
connection with proxy voting activities; or (iii) otherwise communicated with a
GPVSC member or any other person participating or providing information to the
GPVSC regarding the particular proxy vote at issue, and which incident has not
yet been reported to the Conflicts of Interest Management Sub- Committee.

If any such incidents are reported to the GPVSC Chair, the Chair will promptly
notify the Conflicts of Interest Management Sub-Committee and, if possible, will
delay the vote until the Conflicts of Interest Management Sub-Committee can
complete the conflicts report. If a delay is not possible, the Conflicts of
Interest Management Sub-Committee will instruct the GPVSC whether anyone should
be recused from the proxy voting process, or whether AM should vote the proxy in
accordance with the standard guidelines, seek instructions as to how to vote the
proxy at issue from ISS or, if time permits, the effected clients. These
inquiries and discussions will be properly reflected in the GPVSC's minutes.

Duty to Report. Any AM employee, including any GPVSC member (whether voting or
ex officio), that is aware of any actual or apparent conflict of interest
relevant to, or any attempt by any person outside of the AM organization (but
within Deutsche Bank and its affiliates) or any entity that identifies itself as
a AM advisory client to influence, how AM votes its proxies has a duty to
disclose the existence of the situation to the GPVSC Chair (or his or her
designee) and the details of the matter to the Conflicts of Interest Management
Sub-Committee. In the case of any person participating in the deliberations on a
specific vote, such disclosure should be made before engaging in any activities
or participating in any discussion pertaining to that vote.

Recusal of Members. The GPVSC will recuse from participating in a specific proxy
vote any GPVSC members (whether voting or ex officio) and/or any other person
who (i) are personally involved in a material conflict of interest; or (ii) who,
as determined by the Conflicts of Interest Management Sub-Committee, have actual
knowledge of a circumstance or fact that could effect their independent
judgment, in respect of such vote. The GPVSC will also exclude from
consideration the views of any person (whether requested or volunteered) if the
GPVSC or any member thereof knows, or if the Conflicts of Interest Management
Sub-Committee has determined, that such other person has a material conflict of
interest with respect to the particular proxy, or has attempted to influence the
vote in any manner prohibited by these policies.

If, after excluding all relevant GPVSC voting members pursuant to the paragraph
above, there are three or more GPVSC voting members remaining, those remaining
GPVSC members will determine how to vote the proxy in accordance with these
Policies and Procedures. If there are fewer than three GPVSC voting members
remaining, the GPVSC Chair will vote the proxy in accordance with the standard
guidelines, will obtain instructions as to how to have the proxy voted from, if
time permits, the effected clients and otherwise from ISS.

B.       Investment Companies and Affiliated Public Companies

Investment Companies. As reflected in the Guidelines, all proxies solicited by
open-end and closed-end investment companies are voted in accordance with the
pre-determined guidelines of ISS, unless the investment company client directs
AM to vote differently on a specific proxy or specific categories of proxies.
However, regarding investment companies for which AM or an affiliate serves as
investment adviser or principal underwriter, such proxies are voted in the same
proportion as the vote of all other shareholders (i.e., "mirror" or "echo"
voting). Master fund proxies solicited from feeder funds are voted in accordance
with applicable provisions of Section 12 of the Investment Company Act of 1940.

Subject to participation agreements with certain Exchange Traded Funds ("ETF")
issuers that have received exemptive orders from the U.S. Securities and
Exchange Commission allowing investing DWS funds to exceed the limits set forth
in Section 12(d)(1)(A) and (B) of the Investment Company Act of 1940, DeAM will
echo vote proxies for ETFs in which Deutsche Bank holds more than 25% of
outstanding voting shares globally when required to do so by participation
agreements and SEC orders.

Affiliated Public Companies. For proxies solicited by non-investment company
issuers of or within the Deutsche Bank organization, e.g., Deutsche bank itself,
these proxies will be voted in the same proportion as the vote of other
shareholders (i.e., "mirror" or "echo" voting).

Note: With respect to the QP Trust (not registered under the Investment Company
Act of 1940), the Fund is not required to engage in echo voting and the
investment adviser will use these Guidelines, and may determine, with respect to
the QP Trust, to vote contrary to the positions in the Guidelines, consistent
with the Fund's best interest.

C.       Other Procedures That Limit Conflicts of Interest

AM and other entities in the Deutsche Bank organization have adopted a number of
policies, procedures and internal controls that are designed to avoid various
conflicts of interest, including those that may arise in connection with proxy
voting, including:

o        Deutsche Bank Americas Restricted Activities Policy. This policy
         provides for, among other things, independence of AM employees from
         CIB, and information barriers between AM and other affiliates.
         Specifically, no AM employee may be subject to the supervision or
         control of any employee of CIB. No AM employee shall have his or her
         compensation based upon his or her contribution to any business
         activity within the Bank outside of the business of AM, without the
         prior approval of Legal or Compliance. Further, no employee of CIB
         shall have any input into the compensation of a AM employee without the
         prior approval of Legal or Compliance. Under the information barriers
         section of this policy, as a general rule, AM employees who are
         associated with the investment process should have no contact with
         employees of Deutsche Bank or its affiliates, outside of PCAM,
         regarding specific clients, business matters, or initiatives. Further,
         under no circumstances should proxy votes be discussed with any
         Deutsche Bank employee outside of AM (and should only be discussed on a
         need-to-know basis within AM).

Other relevant internal policies include the Deutsche Bank Americas Code of
Professional Conduct, the Deutsche Asset Management Information Sharing
Procedures, the Deutsche Asset Management Code of Ethics, the Sarbanes-Oxley
Senior Officer Code of Ethics, and the Deutsche Bank Group Code of Conduct. The
GPVSC expects that these policies, procedures and internal controls will greatly
reduce the chance that the GPVSC (or, its members) would be involved in, aware
of or influenced by, an actual or apparent conflict of interest.


V.       RECORDKEEPING

At a minimum, the following types of records must be properly maintained and
readily accessible in order to evidence compliance with this policy.

o        AM will maintain a record of each vote cast by AM that includes among
         other things, company name, meeting date, proposals presented, vote
         cast and shares voted.

o        The Proxy Vendor Oversight maintains records for each of the proxy
         ballots it votes. Specifically, the records include, but are not
         limited to:

         -        The proxy statement (and any additional solicitation
                  materials) and relevant portions of annual statements.

         -        Any additional information considered in the voting process
                  that may be obtained from an issuing company, its agents or
                  proxy research firms.

         -        Analyst worksheets created for stock option plan and share
                  increase analyses.

         -        Proxy Edge print-screen of actual vote election.

o        AM will retain these Policies and Procedures and the Guidelines; will
         maintain records of client requests for proxy voting information; and
         will retain any documents the Proxy Vendor Oversight or the GPVSC
         prepared that were material to making a voting decision or that
         memorialized the basis for a proxy voting decision.

o        The GPVSC also will create and maintain appropriate records documenting
         its compliance with these Policies and Procedures, including records of
         its deliberations and decisions regarding conflicts of interest and
         their resolution.

o        With respect to AM's investment company clients, ISS will create and
         maintain records of each company's proxy voting record for 12-month
         periods ended June 30. AM will compile the following information for
         each matter relating to a portfolio security considered at any
         shareholder meeting held during the period covered by the report and
         with respect to which the company was entitled to vote:

         -        The name of the issuer of the portfolio security;

         -        The exchange ticker symbol of the portfolio security (if
                  symbol is available through reasonably practicable means);

         -        The Council on Uniform Securities Identification Procedures
                  number for the portfolio security (if the number is available
                  through reasonably practicable means);

         -        The shareholder meeting date;

         -        A brief identification of the matter voted on;

         -        Whether the matter was proposed by the issuer or by a security
                  holder;

         -        Whether the company cast its vote on the matter;

         -        How the company cast its vote (e.g., for or against proposal,
                  or abstain; for or withhold regarding election of directors);
                  and

         -        Whether the company cast its vote for or against management.

Note: This list is intended to provide guidance only in terms of the records
that must be maintained in accordance with this policy. In addition, please note
that records must be maintained in accordance with the applicable AM Records
Management Policy.

With respect to electronically stored records, "properly maintained" is defined
as complete, authentic (unalterable) usable and backed-up. At a minimum, records
should be retained for a period of not less than six years (or longer, if
necessary to comply with applicable regulatory requirements), the first three
years in an appropriate AM office.


VI.      THE GPVSC'S OVERSIGHT ROLE

In addition to adopting the Guidelines and making proxy voting decisions on
matters referred to it as set forth above, the GPVSC will monitor the proxy
voting process by reviewing summary proxy information presented by ISS. The
GPVSC will use this review process to determine, among other things, whether any
changes should be made to the Guidelines. This review will take place at least
quarterly and will be documented in the GPVSC's minutes.


Attachment A - Global Proxy Voting Guidelines







                            Deutsche Asset Management

                         Global Proxy Voting Guidelines



                             As Amended October 2008


                                [GRAPHIC OMITTED]
Table of contents

I        Board Of Directors And Executives

         A        Election Of Directors

         B        Classified Boards Of Directors

         C        Board And Committee Independence

         D        Liability And Indemnification Of Directors

         E        Qualifications Of Directors

         F        Removal Of Directors And Filling Of Vacancies

         G        Proposals To Fix The Size Of The Board

         H        Proposals to Restrict Chief Executive Officer's Service on

                  Multiple Boards

         I        Proposals to Restrict Supervisory Board Members Service on

                  Multiple Boards

         J        Proposals to Establish Audit Committees

II       Capital Structure

         A        Authorization Of Additional Shares

         B        Authorization Of "Blank Check" Preferred Stock

         C        Stock Splits/Reverse Stock Splits

         D        Dual Class/Supervoting Stock

         E        Large Block Issuance

         F        Recapitalization Into A Single Class Of Stock

         G        Share Repurchases

         H        Reductions In Par Value

III      Corporate Governance Issues

         A        Confidential Voting

         B        Cumulative Voting

         C        Supermajority Voting Requirements

         D        Shareholder Right To Vote

IV       Compensation

         A        Establishment of a Remuneration Committee

         B        Executive And Director Stock Option Plans

         C        Employee Stock Option/Purchase Plans

         D        Golden Parachutes

         E        Proposals To Limit Benefits Or Executive Compensation

         F        Option Expensing

         G        Management board election and motion

         H        Remuneration (variable pay)

         I        Long-term incentive plans

         J        Shareholder Proposals Concerning "Pay For Superior
                  Performance"

         K        Executive Compensation Advisory

V        Anti-Takeover Related Issues

         A        Shareholder Rights Plans ("Poison Pills")

         B        Reincorporation

         C        Fair-Price Proposals

         D        Exemption From State Takeover Laws

         E        Non-Financial Effects Of Takeover Bids

VI       Mergers & Acquisitions

VII      Social & Political Issues

         A        Labor & Human Rights

         B        Diversity & Equality

         C        Health & Safety

         D        Government/Military

         E        Tobacco

VIII     Environmental Issues

IX       Miscellaneous Items

         A        Ratification Of Auditors

         B        Limitation Of Non-Audit Services Provided By Independent
                  Auditor

         C        Audit Firm Rotation

         D        Transaction Of Other Business

         E        Motions To Adjourn The Meeting

         F        Bundled Proposals

         G        Change Of Company Name

         H        Proposals Related To The Annual Meeting

         I        Reimbursement Of Expenses Incurred From Candidate Nomination

         J        Investment Company Proxies

         K        International Proxy Voting


These Guidelines may reflect a voting position that differs from the actual
practices of the public company (ies) within the Deutsche Bank organization or
of the investment companies for which AM or an affiliate serves as investment
adviser or sponsor.

NOTE: Because of the unique structure and regulatory scheme applicable to
closed-end investment companies, the voting guidelines (particularly those
related to governance issues) generally will be inapplicable to holdings of
closed-end investment companies. As a result, determinations on the appropriate
voting recommendation for closed-end investment company shares will be made on a
case-by-case basis.


I.       Board of Directors and Executives

A.       Election of Directors

Routine: AM Policy is to vote "for" the uncontested election of directors. Votes
for a director in an uncontested election will be withheld in cases where a
director has shown an inability to perform his/her duties in the best interests
of the shareholders.

Proxy contest: In a proxy contest involving election of directors, a
case-by-case voting decision will be made based upon analysis of the issues
involved and the merits of the incumbent and dissident slates of directors. AM
will incorporate the decisions of a third party proxy research vendor,
currently, Institutional Shareholder Services ("ISS") subject to review by the
Proxy Voting Sub-Committee (GPVSC) as set forth in the AM's Proxy Voting
Policies and Procedures.

Rationale: The large majority of corporate directors fulfill their fiduciary
obligation and in most cases support for management's nominees is warranted. As
the issues relevant to a contested election differ in each instance, those cases
must be addressed as they arise.

B.       Classified Boards of Directors

AM policy is to vote against proposals to classify the board and for proposals
to repeal classified boards and elect directors annually.

Rationale: Directors should be held accountable on an annual basis. By
entrenching the incumbent board, a classified board may be used as an
anti-takeover device to the detriment of the shareholders in a hostile take-over
situation.

C.       Board and Committee Independence

AM policy is to vote:

1.       "For" proposals that require that a certain percentage (majority up to
         66 2/3%) of members of a board of directors be comprised of independent
         or unaffiliated directors.

2.       "For" proposals that require all members of a company's compensation,
         audit, nominating, or other similar committees be comprised of
         independent or unaffiliated directors.

3.       "Against" shareholder proposals to require the addition of special
         interest, or constituency, representatives to boards of directors.

4.       "For" separation of the Chairman and CEO positions.

5.       "Against" proposals that require a company to appoint a Chairman who is
         an independent director.

Rationale: Board independence is a cornerstone of effective governance and
accountability. A board that is sufficiently independent from management assures
that shareholders' interests are adequately represented. However, the Chairman
of the board must have sufficient involvement in and experience with the
operations of the company to perform the functions required of that position and
lead the company.

No director qualifies as 'independent' unless the board of directors
affirmatively determines that the director has no material relationship with the
listed company (either directly or as a partner, shareholder or officer of an
organization that has a relationship with the company).

Whether a director is in fact not "independent" will depend on the laws and
regulations of the primary market for the security and the exchanges, if any, on
which the security trades.

D.       Liability and Indemnification of Directors

AM policy is to vote "for" management proposals to limit directors' liability
and to broaden the indemnification of directors, unless broader indemnification
or limitations on directors' liability would effect shareholders' interests in
pending litigation.

Rationale: While shareholders want directors and officers to be responsible for
their actions, it is not in the best interests of the shareholders for them to
be to risk averse. If the risk of personal liability is too great, companies may
not be able to find capable directors willing to serve. We support expanding
coverage only for actions taken in good faith and not for serious violations of
fiduciary obligation or negligence.

E.       Qualifications of Directors

AM policy is to follow management's recommended vote on either management or
shareholder proposals that set retirement ages for directors or require specific
levels of stock ownership by directors.

Rationale: As a general rule, the board of directors, and not the shareholders,
is most qualified to establish qualification policies.

F.       Removal of Directors and Filling of Vacancies

AM policy is to vote "against" proposals that include provisions that directors
may be removed only for cause or proposals that include provisions that only
continuing directors may fill board vacancies.

Rationale: Differing state statutes permit removal of directors with or without
cause. Removal of directors for cause usually requires proof of self-dealing,
fraud or misappropriation of corporate assets, limiting shareholders' ability to
remove directors except under extreme circumstances. Removal without cause
requires no such showing.

Allowing only incumbent directors to fill vacancies can serve as an
anti-takeover device, precluding shareholders from filling the board until the
next regular election.

G.       Proposals to Fix the Size of the Board

AM policy is to vote:

1.       "For" proposals to fix the size of the board unless: (a) no specific
         reason for the proposed change is given; or (b) the proposal is part of
         a package of takeover defenses.

2.       "Against" proposals allowing management to fix the size of the board
         without shareholder approval.

Rationale: Absent danger of anti-takeover use, companies should be granted a
reasonable amount of flexibility in fixing the size of its board.

H.       Proposals to Restrict Chief Executive Officer's Service on Multiple
         Boards

AM policy is to vote "For" proposals to restrict a Chief Executive Officer from
serving on more than three outside boards of directors.

Rationale: Chief Executive Officer must have sufficient time to ensure that
shareholders' interests are represented adequately.

Note: A director's service on multiple closed-end fund boards within a fund
complex are treated as service on a single Board for the purpose of the proxy
voting guidelines.

I.       Proposals to Restrict Supervisory Board Members Service on Multiple
         Boards (For FFT Securities)

AM policy is to vote "for" proposals to restrict a Supervisory Board Member from
serving on more than five supervisory boards.

Rationale: We consider a strong, independent and knowledgeable supervisory board
as important counter-balance to executive management to ensure that the
interests of shareholders are fully reflected by the company.

Full information should be disclosed in the annual reports and accounts to allow
all shareholders to judge the success of the supervisory board controlling their
company.

Supervisory Board Member must have sufficient time to ensure that shareholders'
interests are represented adequately.

Note: A director's service on multiple closed-end fund boards within a fund
complex are treated as service on a single Board for the purpose of the proxy
voting guidelines.

J.       Proposals to Establish Audit Committees (For FFT and U.S. Securities)
         AM policy is to vote "for" proposals that require the establishment of
         audit committees.

Rationale: The audit committee should deal with accounting and risk management
related questions, verifies the independence of the auditor with due regard to
possible conflicts of interest. It also should determine the procedure of the
audit process.


II.      Capital Structure

A.       Authorization of Additional Shares (For U.S. Securities)

AM policy is to vote "for" proposals to increase the authorization of existing
classes of stock that do not exceed a 3:1 ratio of shares authorized to shares
outstanding for a large cap company, and do not exceed a 4:1 ratio of shares
authorized to shares outstanding for a small-midcap company (companies having a
market capitalization under one billion U.S. dollars.).

Rationale: While companies need an adequate number of shares in order to carry
on business, increases requested for general financial flexibility must be
limited to protect shareholders from their potential use as an anti-takeover
device. Requested increases for specifically designated, reasonable business
purposes (stock split, merger, etc.) will be considered in light of those
purposes and the number of shares required.

B.       Authorization of "Blank Check" Preferred Stock (For U.S. Securities)

AM policy is to vote:

1.   "Against" proposals to create blank check preferred stock or to increase
     the number of authorized shares of blank check preferred stock unless the
     company expressly states that the stock will not be used for anti-takeover
     purposes and will not be issued without shareholder approval.

2.   "For" proposals mandating shareholder approval of blank check stock
     placement.

Rationale: Shareholders should be permitted to monitor the issuance of classes
of preferred stock in which the board of directors is given unfettered
discretion to set voting, dividend, conversion and other rights for the shares
issued.

C.       Stock Splits/Reverse Stock Splits

AM policy is to vote "for" stock splits if a legitimate business purpose is set
forth and the split is in the shareholders' best interests. A vote is cast "for"
a reverse stock split only if the number of shares authorized is reduced in the
same proportion as the reverse split or if the effective increase in authorized
shares (relative to outstanding shares) complies with the proxy guidelines for
common stock increases (see, Section II.A, above.)

Rationale: Generally, stock splits do not detrimentally effect shareholders.
Reverse stock splits, however, may have the same result as an increase in
authorized shares and should be analyzed accordingly.

D.       Dual Class/Supervoting Stock

AM policy is to vote "against" proposals to create or authorize additional
shares of super-voting stock or stock with unequal voting rights.

Rationale: The "one share, one vote" principal ensures that no shareholder
maintains a voting interest exceeding their equity interest in the company.

E.       Large Block Issuance (For U.S. Securities)

AM policy is to address large block issuances of stock on a case-by-case basis,
incorporating the recommendation of an independent third party proxy research
firm (currently ISS) subject to review by the GPVSC as set forth in AM's Proxy
Policies and Procedures.

Additionally, AM supports proposals requiring shareholder approval of large
block issuances.

Rationale: Stock issuances must be reviewed in light of the business
circumstances leading to the request and the potential impact on shareholder
value.

F.       Recapitalization into a Single Class of Stock

AM policy is to vote "for" recapitalization plans to provide for a single class
of common stock, provided the terms are fair, with no class of stock being
unduly disadvantaged.

Rationale: Consolidation of multiple classes of stock is a business decision
that may be left to the board and/management if there is no adverse effect on
shareholders.

G.       Share Repurchases

AM policy is to vote "for" share repurchase plans provided all shareholders are
able to participate on equal terms.

Rationale: Buybacks are generally considered beneficial to shareholders because
they tend to increase returns to the remaining shareholders.

H.       Reductions in Par Value

AM policy is to vote "for" proposals to reduce par value, provided a legitimate
business purpose is stated (e.g., the reduction of corporate tax
responsibility.)

Rationale: Usually, adjustments to par value are a routine financial decision
with no substantial impact on shareholders.


III.     Corporate Governance Issues

A.       Confidential Voting

AM policy is to vote "for" proposals to provide for confidential voting and
independent tabulation of voting results and to vote "against" proposals to
repeal such provisions.

Rationale: Confidential voting protects the privacy rights of all shareholders.
This is particularly important for employee-shareholders or shareholders with
business or other affiliations with the company, who may be vulnerable to
coercion or retaliation when opposing management. Confidential voting does not
interfere with the ability of corporations to communicate with all shareholders,
nor does it prohibit shareholders from making their views known directly to
management.

B.       Cumulative Voting (For U.S. Securities)

AM policy is to vote "against" shareholder proposals requesting cumulative
voting and "for"management proposals to eliminate it. The protections afforded
shareholders by cumulative voting are not necessary when a company has a history
of good performance and does not have a concentrated ownership interest.
Accordingly, a vote is cast "against" cumulative voting and "for" proposals to
eliminate it if:

a)       The company has a five year return on investment greater than the
         relevant industry index,

b)       All directors and executive officers as a group beneficially own less
         than 10% of the outstanding stock, and

c)       No shareholder (or voting block) beneficially owns 15% or more of the
         company.

Thus, failure of any one of the three criteria results in a vote for cumulative
voting in accordance with the general policy.

Rationale: Cumulative voting is a tool that should be used to ensure that
holders of a significant number of shares may have board representation;
however, the presence of other safeguards may make their use unnecessary.

C.       Supermajority Voting Requirements

AM policy is to vote "against" management proposals to require a supermajority
vote to amend the charter or bylaws and to vote "for" shareholder proposals to
modify or rescind existing supermajority requirements.

*Exception made when company holds a controlling position and seeks to lower
threshold to maintain control and/or make changes to corporate by-laws.

Rationale: Supermajority voting provisions violate the democratic principle that
a simple majority should carry the vote. Setting supermajority requirements may
make it difficult or impossible for shareholders to remove egregious by-law or
charter provisions. Occasionally, a company with a significant insider held
position might attempt to lower a supermajority threshold to make it easier for
management to approve provisions that may be detrimental to shareholders. In
that case, it may not be in the shareholders interests to lower the
supermajority provision.

D.       Shareholder Right to Vote

AM policy is to vote "against" proposals that restrict the right of shareholders
to call special meetings, amend the bylaws, or act by written consent. Policy is
to vote "for" proposals that remove such restrictions.

Rationale: Any reasonable means whereby shareholders can make their views known
to management or effect the governance process should be supported.


IV.      Compensation

Annual Incentive Plans or Bonus Plans are often submitted to shareholders for
approval. These plans typically award cash to executives based on company
performance. Deutsche Bank believes that the responsibility for executive
compensation decisions rest with the board of directors and/or the compensation
committee, and its policy is not to second-guess the board's award of cash
compensation amounts to executives unless a particular award or series of awards
is deemed excessive. If stock options are awarded as part of these bonus or
incentive plans, the provisions must meet Deutsche Bank's criteria regarding
stock option plans, or similar stock-based incentive compensation schemes, as
set forth below.

A.       Establishment of a Remuneration Committee (For FFT Securities)

AM policy is to vote "for" proposals that require the establishment of a
remuneration committee.

Rationale: Corporations should disclose in each annual report or proxy statement
their policies on remuneration. Essential details regarding executive
remuneration including share options, long-term incentive plans and bonuses,
should be disclosed in the annual report, so that investors can judge whether
corporate pay policies and practices meet the standard.

The remuneration committee shall not comprise any board members and should be
sensitive to the wider scene on executive pay. It should ensure that
performance-based elements of executive pay are designed to align the interests
of shareholders.

B.       Executive and Director Stock Option Plans

AM policy is to vote "for" stock option plans that meet the following criteria:

(1)      The resulting dilution of existing shares is less than (a) 15 percent
         of outstanding shares for large capital corporations or (b) 20 percent
         of outstanding shares for small-mid capital companies (companies having
         a market capitalization under one billion U.S. dollars.)

(2)      The transfer of equity resulting from granting options at less than FMV
         is no greater than 3% of the over-all market capitalization of large
         capital corporations, or 5% of market cap for small-mid capital
         companies.

(3)      The plan does not contain express repricing provisions and, in the
         absence of an express statement that options will not be repriced; the
         company does not have a history of repricing options.

(4)      The plan does not grant options on super-voting stock.

AM will support performance-based option proposals as long as a) they do not
mandate that all options granted by the company must be performance based, and
b) only certain high-level executives are subject to receive the performance
based options.

AM will support proposals to eliminate the payment of outside director pensions.

Rationale: Determining the cost to the company and to shareholders of
stock-based incentive plans raises significant issues not encountered with
cash-based compensation plans. These include the potential dilution of existing
shareholders' voting power, the transfer of equity out of the company resulting
from the grant and execution of options at less than FMV and the authority to
reprice or replace underwater options. Our stock option plan analysis model
seeks to allow reasonable levels of flexibility for a company yet still protect
shareholders from the negative impact of excessive stock compensation.
Acknowledging that small mid-capital corporations often rely more heavily on
stock option plans as their main source of executive compensation and may not be
able to compete with their large capital competitors with cash compensation, we
provide slightly more flexibility for those companies.

C.       Employee Stock Option/Purchase Plans

AM policy is to vote for employee stock purchase plans (ESPP's) when the plan
complies with Internal Revenue Code 423, allowing non-management employees to
purchase stock at 85% of FMV.

AM policy is to vote "for" employee stock option plans (ESOPs) provided they
meet the standards for stock option plans in general. However, when computing
dilution and transfer of equity, ESOPs are considered independently from
executive and director option plans.

Rationale: ESOPs and ESPP's encourage rank-and-file employees to acquire an
ownership stake in the companies they work for and have been shown to promote
employee loyalty and improve productivity.

D.       Golden Parachutes

AM policy is to vote "for" proposals to require shareholder approval of golden
parachutes and for proposals that would limit golden parachutes to no more than
three times base compensation. Policy is to vote "against" more restrictive
shareholder proposals to limit golden parachutes.

Rationale: In setting a reasonable limitation, AM considers that an effective
parachute should be less attractive than continued employment and that the IRS
has opined that amounts greater than three times annual salary, are excessive.

E.       Proposals to Limit Benefits or Executive Compensation

AM policy is to vote "against"

1.   Proposals to limit benefits, pensions or compensation and

2.   Proposals that request or require disclosure of executive compensation
     greater than the disclosure required by Securities and Exchange Commission
     (SEC) regulations.

Rationale: Levels of compensation and benefits are generally considered to be
day-to-day operations of the company, and are best left unrestricted by
arbitrary limitations proposed by shareholders.

F.       Option Expensing

AM policy is to support proposals requesting companies to expense stock options.

Rationale: Although companies can choose to expense options voluntarily, the
Financial Accounting Standards Board (FASB) does not yet require it, instead
allowing companies to disclose the theoretical value of options as a footnote.
Because the expensing of stock options lowers earnings, most companies elect not
to do so. Given the fact that options have become an integral component of
compensation and their exercise results in a transfer of shareholder value, AM
agrees that their value should not be ignored and treated as "no cost"
compensation. The expensing of stock options would promote more modest and
appropriate use of stock options in executive compensation plans and present a
more accurate picture of company operational earnings.

G.        Management board election and motion (For FFT Securities)

AM policy is to vote "against":

o        the election of board members with positions on either remuneration or
         audit committees;

o        the election of supervisory board members with too many supervisory
         board mandates;

o        "automatic" election of former board members into the supervisory
         board.

Rationale: Management as an entity, and each of its members, are responsible for
all actions of the company, and are - subject to applicable laws and regulations
- accountable to the shareholders as a whole for their actions.

Sufficient information should be disclosed in the annual company report and
account to allow shareholders to judge the success of the company.

H.       Remuneration (variable pay): (For FFT Securities)

Executive remuneration for Management Board

AM policy is to vote "for" remuneration for Management Board that is transparent
and linked to results.

Rationale: Executive compensation should motivate management and align the
interests of management with the shareholders. The focus should be on criteria
that prevent excessive remuneration; but enable the company to hire and retain
first-class professionals.

Shareholder interests are normally best served when management is remunerated to
optimise long-term returns. Criteria should include suitable measurements like
return on capital employed or economic value added.

Interests should generally also be correctly aligned when management own shares
in the company - even more so if these shares represent a substantial portion of
their own wealth.

Its disclosure shall differentiate between fixed pay, variable (performance
related) pay and long-term incentives, including stock option plans with
valuation ranges as well as pension and any other significant arrangements.

Executive remuneration for Supervisory Board

AM policy is to vote "for" remuneration for Supervisory Board that is at least
50% in fixed form.

Rationale: It would normally be preferable if performance linked compensation
were not based on dividend payments, but linked to suitable result based
parameters. Consulting and procurement services should also be published in the
company report.

I.       Long-term incentive plans (For FFT Securities)

AM policy is to vote "for" long-term incentive plans for members of a management
board that reward for above average company performance.

Rationale: Incentive plans will normally be supported if they:

o        directly align the interests of members of management boards with those
         of shareholders;

o        establish challenging performance criteria to reward only above average
         performance;

o        measure performance by total shareholder return in relation to the
         market or a range of comparable companies;

o        are long-term in nature and encourage long-term ownership of the shares
         once exercised through minimum holding periods;

o        do not allow a repricing of the exercise price in stock option plans.

J.       Shareholder Proposals Concerning "Pay for Superior Performance"

AM policy is to address pay for superior performance proposals on a case-by-case
basis, incorporating the recommendation of an independent third party proxy
research firm (currently ISS) subject to review by the GPVSC as set forth in
AM's Proxy Policies and Procedures.

Rationale: While AM agrees that compensation issues are better left to the
discretion of management, they appreciate the need to monitor for excessive
compensation practices on a case by case basis. If, after a review of the ISS
metrics, AM is comfortable with ISS's applying this calculation and will vote
according to their recommendation.

K.       Executive Compensation Advisory

AM policy is to follow management's recommended vote on shareholder proposals to
propose an advisory resolution seeking to ratify the compensation of the
company's named executive officers (NEOs) on an annual basis.

Rationale: AM believes that controls exist within senior management and
corporate compensation committees, ensuring fair compensation to executives.
This might allow shareholders to require approval for all levels of management's
compensation.

V.       Anti-Takeover Related Issues

A.       Shareholder Rights Plans ("Poison Pills")

AM policy is to vote "for" proposals to require shareholder ratification of
poison pills or that request boards to redeem poison pills, and to vote
"against" the adoption of poison pills if they are submitted for shareholder
ratification.

Rationale: Poison pills are the most prevalent form of corporate takeover
defenses and can be (and usually are) adopted without shareholder review or
consent. The potential cost of poison pills to shareholders during an attempted
takeover outweighs the benefits.

B.       Reincorporation

AM policy is to examine reincorporation proposals on a case-by-case basis. The
voting decision is based on: (1) differences in state law between the existing
state of incorporation and the proposed state of incorporation; and (2)
differences between the existing and the proposed charter/bylaws/articles of
incorporation and their effect on shareholder rights. If changes resulting from
the proposed reincorporation violate the corporate governance principles set
forth in these guidelines, the reincorporation will be deemed contrary to
shareholder's interests and a vote cast "against."

Rationale: Reincorporations can be properly analyzed only by looking at the
advantages and disadvantages to their shareholders. Care must be taken that
anti-takeover protection is not the sole or primary result of a proposed change.

C.       Fair-Price Proposals

AM policy is to vote "for" management fair-price proposals, provided that: (1)
the proposal applies only to two-tier offers; (2) the proposal sets an objective
fair-price test based on the highest price that the acquirer has paid for a
company's shares; (3) the supermajority requirement for bids that fail the
fair-price test is no higher than two-thirds of the outstanding shares; (4) the
proposal contains no other anti-takeover provisions or provisions that restrict
shareholders rights.

A vote is cast for shareholder proposals that would modify or repeal existing
fair-price requirements that do not meet these standards.

Rationale: While fair price provisions may be used as anti-takeover devices, if
adequate provisions are included, they provide some protection to shareholders
who have some say in their application and the ability to reject those
protections if desired.

D.       Exemption from state takeover laws

AM policy is to vote "for" shareholder proposals to opt out of state takeover
laws and to vote "against" management proposals requesting to opt out of state
takeover laws.

Rationale: Control share statutes, enacted at the state level, may harm
long-term share value by entrenching management. They also unfairly deny certain
shares their inherent voting rights.

E.       Non-financial Effects of Takeover Bids

Policy is to vote "against" shareholder proposals to require consideration of
non-financial effects of merger or acquisition proposals.

Rationale: Non-financial effects may often be subjective and are secondary to
AM's stated purpose of acting in its client's best economic interest.


VI.      Mergers & Acquisitions

Evaluation of mergers, acquisitions and other special corporate transactions
(i.e., takeovers, spin-offs, sales of assets, reorganizations, restructurings
and recapitalizations) are performed on a case-by-case basis incorporating
information from an independent proxy research source (currently ISS.)
Additional resources including portfolio management and research analysts may be
considered as set forth in AM's Policies and Procedures.


VII.     Social, Environmental & Political Issues

Social and environmental issues are becoming increasingly important to corporate
success. We incorporate social and environmental considerations into both our
investment decisions and our proxy voting decisions - particularly if the
financial performance of the company could be impacted.

With increasing frequency, shareholder proposals are submitted relating to
social and political responsibility issues. Almost universally, the company
management will recommend a vote "against" these proposals. These types of
proposals cover an extremely wide range of issues. Many of the issues tend to be
controversial and are subject to more than one reasonable, yet opposing, theory
of support. More so than with other types of proxy proposals, social and
political responsibility issues may not have a connection to the economic and
corporate governance principles effecting shareholders' interests. AM's policy
regarding social and political responsibility issues, as with any other issue,
is designed to protect our client shareholders' economic interests.

Occasionally, a distinction is made between a shareholder proposal requesting
direct action on behalf of the board and a request for a report on (or
disclosure of) some information. In order to avoid unduly burdening any company
with reporting requirements, AM's policy is to vote against shareholder
proposals that demand additional disclosure or reporting than is required by the
Securities and Exchange Commission unless it appears there is a legitimate issue
and the company has not adequately addressed shareholders' concerns.

A.       Labor & Human Rights

AM policy is to vote "against" adopting global codes of conduct or workplace
standards exceeding those mandated by law.

Rationale: Additional requirements beyond those mandated by law are deemed
unnecessary and potentially burdensome to companies

B.       Diversity & Equality

1.       AM policy is to vote "against" shareholder proposals to force equal
         employment opportunity, affirmative action or board diversity.

Rationale: Compliance with State and Federal legislation along with information
made available through filings with the EEOC provides sufficient assurance that
companies act responsibly and make information public.

2.       AM policy is also to vote "against" proposals to adopt the Mac Bride
         Principles. The Mac Bride Principles promote fair employment,
         specifically regarding religious discrimination.

Rationale: Compliance with the Fair Employment Act of 1989 makes adoption of the
Mac Bride Principles redundant. Their adoption could potentially lead to charges
of reverse discrimination.

C.       Health & Safety

1.       AM policy is to vote "against" adopting a pharmaceutical price
         restraint policy or reporting pricing policy changes.

Rationale: Pricing is an integral part of business for pharmaceutical companies
and should not be dictated by shareholders (particularly pursuant to an
arbitrary formula.) Disclosing pricing policies may also jeopardize a company's
competitive position in the marketplace.

2.       AM policy is to vote "against" shareholder proposals to control the use
         or labeling of and reporting on genetically engineered products.

Rationale: Additional requirements beyond those mandated by law are deemed
unnecessary and potentially burdensome to companies.

D.       Government/Military

1.       AM policy is to vote against shareholder proposals regarding the
         production or sale of military arms or nuclear or space-based weapons,
         including proposals seeking to dictate a company's interaction with a
         particular foreign country or agency.

Rationale: Generally, management is in a better position to determine what
products or industries a company can and should participate in. Regulation of
the production or distribution of military supplies is, or should be, a matter
of government policy.

2.       AM policy is to vote "against" shareholder proposals regarding
         political contributions and donations.

Rationale: The Board of Directors and Management, not shareholders, should
evaluate and determine the recipients of any contributions made by the company.

3.       AM policy is to vote "against" shareholder proposals regarding
         charitable contributions and donations.

Rationale: The Board of Directors and Management, not shareholders, should
evaluate and determine the recipients of any contributions made by the company.

E.       Tobacco

1.       AM policy is to vote "against" shareholder proposals requesting
         additional standards or reporting requirements for tobacco companies as
         well as "against" requesting companies to report on the intentional
         manipulation of nicotine content.

Rationale: Where a tobacco company's actions meet the requirements of legal and
industry standards, imposing additional burdens may detrimentally effect a
company's ability to compete. The disclosure of nicotine content information
could affect the company's rights in any pending or future litigation.

2.       Shareholder requests to spin-off or restructure tobacco businesses will
         be opposed.

Rationale: These decisions are more appropriately left to the Board and
management, and not to shareholder mandate.


VIII.    Environmental Issues

AM policy is to follow management's recommended vote on CERES Principles or
other similar environmental mandates (e.g., those relating to Greenhouse gas
emissions or the use of nuclear power).

Rationale: Environmental issues are extensively regulated by outside agencies
and compliance with additional requirements often involves significant cost to
companies.


IX.      Miscellaneous Items

A.       Ratification of Auditors

AM policy is to vote "for" a) the management recommended selection of auditors
and b) proposals to require shareholder approval of auditors.

Rationale: Absent evidence that auditors have not performed their duties
adequately, support for management's nomination is warranted.

B.       Limitation of non-audit services provided by independent auditor

AM policy is to support proposals limiting non-audit fees to 50% of the
aggregate annual fees earned by the firm retained as a company's independent
auditor.

Rationale: In the wake of financial reporting problems and alleged audit
failures at a number of companies, AM supports the general principle that
companies should retain separate firms for audit and consulting services to
avoid potential conflicts of interest. However, given the protections afforded
by the recently enacted Sarbanes-Oxley Act of 2002 (which requires Audit
Committee pre-approval for non-audit services and prohibits auditors from
providing specific types of services), and the fact that some non-audit services
are legitimate audit-related services, complete separation of audit and
consulting fees may not be warranted. A reasonable limitation is appropriate to
help ensure auditor independence and it is reasonable to expect that audit fees
exceed non-audit fees.

C.       Audit firm rotation

AM policy is to support proposals seeking audit firm rotation unless the
rotation period sought is less than five years.

Rationale: While the Sarbanes-Oxley Act mandates that the lead audit partner be
switched every five years, AM believes that rotation of the actual audit firm
would provide an even stronger system of checks and balances on the audit
function.

D.       Transaction of Other Business

AM policy is to vote against "transaction of other business" proposals.

Rationale: This is a routine item to allow shareholders to raise other issues
and discuss them at the meeting. As the nature of these issues may not be
disclosed prior to the meeting, we recommend a vote against these proposals.
This protects shareholders voting by proxy (and not physically present at a
meeting) from having action taken at the meeting that they did not receive
proper notification of or sufficient opportunity to consider.

E.       Motions to Adjourn the Meeting

AM Policy is to vote against proposals to adjourn the meeting.

Rationale: Management may seek authority to adjourn the meeting if a favorable
outcome is not secured. Shareholders should already have had enough information
to make a decision. Once votes have been cast, there is no justification for
management to continue spending time and money to press shareholders for
support.

F.       Bundled Proposals

AM policy is to vote against bundled proposals if any bundled issue would
require a vote against it if proposed individually.

Rationale: Shareholders should not be forced to "take the good with the bad" in
cases where the proposals could reasonably have been submitted separately.

G.       Change of Company Name

AM policy is to support management on proposals to change the company name.

Rationale: This is generally considered a business decision for a company.

H.       Proposals Related to the Annual Meeting

AM Policy is to vote in favor of management for proposals related to the conduct
of the annual meeting (meeting time, place, etc.)

Rationale: These are considered routine administrative proposals.

I.       Reimbursement of Expenses Incurred from Candidate Nomination

AM policy is to follow management's recommended vote on shareholder proposals
related to the amending of company bylaws to provide for the reimbursement of
reasonable expenses incurred in connection with nominating one or more
candidates in a contested election of directors to the corporation's board of
directors.

Rationale: Corporations should not be liable for costs associated with
shareholder proposals for directors.

J.       Investment Company Proxies

Proxies solicited by investment companies are voted in accordance with the
recommendations of an independent third party, currently ISS. However, regarding
investment companies for which AM or an affiliate serves as investment adviser
or principal underwriter, such proxies are voted in the same proportion as the
vote of all other shareholders. Proxies solicited by master funds from feeder
funds will be voted in accordance with applicable provisions of Section 12 of
the Investment Company Act of 1940.

Investment companies, particularly closed-end investment companies, are
different from traditional operating companies. These differences may call for
differences in voting positions on the same matter. For example, AM could vote
"for" staggered boards of closed-end investment companies, although AM generally
votes "against" staggered boards for operating companies. Further, the manner in
which AM votes investment company proxies may differ from proposals for which a
AM-advised investment company solicits proxies from its shareholders. As
reflected in the Guidelines, proxies solicited by closed-end (and open-end)
investment companies are voted in accordance with the pre-determined guidelines
of an independent third-party.

Subject to participation agreements with certain Exchange Traded Funds ("ETF")
issuers that have received exemptive orders from the U.S. Securities and
Exchange Commission allowing investing DWS funds to exceed the limits set forth
in Section 12(d)(1)(A) and (B) of the Investment Company Act of 1940, DeAM will
echo vote proxies for ETFs in which Deutsche Bank holds more than 25% of
outstanding voting shares globally when required to do so by participation
agreements and SEC orders.

Note: With respect to the QP Trust (not registered under the Investment Company
Act of 1940), the Fund is not required to engage in echo voting and the
investment adviser will use these Guidelines, and may determine, with respect to
the QP Trust, to vote contrary to the positions in the Guidelines, consistent
with the Fund's best interest.


K.       International Proxy Voting

The above guidelines pertain to issuers organized in the United States, Canada
and Germany. Proxies solicited by other issuers are voted in accordance with
international guidelines or the recommendation of ISS and in accordance with
applicable law and regulation.







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IMPORTANT: The information contained herein is the property of Deutsche Bank
Group and may not be copied, used or disclosed in whole or in part, stored in a
retrieval system or transmitted in any form or by any means (electronic,
mechanical, reprographic, recording or otherwise) without the prior written
permission of Deutsche Bank Group.
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                      APPENDIX B -- RATINGS OF INVESTMENTS

Description of Securities Ratings

Corporate Bond Ratings

Description of S&P's Corporate Bond Ratings:

AAA -- Bonds rated AAA have the highest rating assigned by S&P to a debt
obligation. Capacity to pay interest and repay principal is extremely strong.

AA -- Bonds rated AA have a very strong capacity to pay interest and repay
principal and differ from the highest rated issues only in small degree.

Plus (+) or Minus (-) -- S&P's letter ratings may be modified by the addition of
a plus or a minus sign, which is used to show relative standing within the major
categories, except in the AAA rating category.

Description of Moody's Corporate Bond Ratings:

Aaa -- Bonds rated Aaa are judged to be the best quality. They carry the
smallest degree of investment risk and are generally referred to as "gilt-edge."
Interest payments are protected by a large or by an exceptionally stable margin
and principal is secure. While the various protective elements are likely to
change, such changes as can be visualized are most unlikely to impair the
fundamentally strong position of such issues.

Aa -- Bonds rated Aa are judged to be of high quality by all standards. Together
with the Aaa group they comprise what are generally known as high grade bonds.
They are rated lower than the best bonds because margins of protection may not
be as large as in Aaa securities or fluctuation of protective elements may be of
greater amplitude or there may be other elements present making the long-term
risks appear somewhat larger than in Aaa securities.

Numerical Modifiers (1, 2, 3) -- Moody's applies the numerical modifiers 1, 2
and 3 to each generic rating classification from Aa through Caa. The modifier 1
indicates that the security ranks in the higher end of its generic rating
category; the modifier 2 indicates a mid-range ranking; and the modifier 3
indicates that the issue ranks in the lower end of its generic rating category.

Description of Fitch's Corporate Bond Ratings:

AAA -- Bonds rated AAA have the lowest expectation of credit risk. They are
assigned only in case of exceptionally strong capacity for timely payment of
financial commitments. This capacity is unlikely to be adversely affected by
foreseeable events.

AA -- Bonds rated AA have a very low expectation of credit risk. They indicate
very strong capacity for timely payment of financial commitments. This capacity
is not significantly vulnerable to foreseeable events.

Municipal Bond Ratings

Description of S&P's Municipal Bond Ratings:

AAA -- An obligation rated "AAA" has the highest rating assigned by S&P. The
obligor's capacity to meet its financial commitment on the obligation is
extremely strong.

AA -- An obligation rated "AA" differs from the highest-rated obligations only
in small degree. The obligor's capacity to meet its financial commitment on the
obligation is very strong.

Plus (+) or Minus (-) -- S&P's letter ratings may be modified by the addition of
a plus or a minus sign, which is used to show relative standing within the major
rating categories, except in the AAA rating category.

Description of Moody's Municipal Bond Ratings:

Aaa -- Bonds rated Aaa are judged to be of the best quality. They carry the
smallest degree of investment risk and are generally referred to as "gilt edge."
Interest payments are protected by a large or by an exceptionally stable margin
and principal is secure. While the various protective elements are likely to
change, such changes as can be visualized are most unlikely to impair the
fundamentally strong position of such issues.

Aa -- Bonds rated Aa are judged to be of high quality by all standards. Together
with the Aaa group they comprise what are generally known as high grade bonds.
They are rated lower than the best bonds because margins of protection may not
be as large as in Aaa securities, or fluctuation of protective elements may be
of greater amplitude, or there may be other elements present which make the
long-term risks appear somewhat larger than in Aaa securities.

Numerical Modifiers (1, 2, 3) -- Moody's may apply the numerical modifier in
each generic rating classification from Aa through Caa. The modifier 1 indicates
that the security ranks in the higher end of its generic rating classification;
the modifier 2 indicates a mid-range ranking; and the modifier 3 indicates that
the security ranks in the lower end of its generic rating classification.

Municipal Note Ratings

Description of S&P's Municipal Note Ratings:

Municipal notes with maturities of three years or less are usually given note
ratings to distinguish more clearly the credit quality of notes as compared to
bonds.

SP-1 -- Strong capacity to pay principal and interest. An issue determined to
possess a very strong capacity to pay debt service is given a plus (+)
designation.

SP-2 -- Satisfactory capacity to pay principal and interest, with some
vulnerability to adverse financial and economic changes over the term of the
notes.

Description of Moody's Municipal Note Ratings:

MIG-1/VMIG-1 -- The best quality, enjoying strong protection from established
cash flows of funds for their servicing or from established and broad-based
access to the market for refinancing, or both.

MIG-2/VMIG-2 -- High quality, with ample margins of protection, although not as
large as the preceding group.

Short-Term Ratings

Description of S&P Short-Term Ratings:

A-1 -- The highest ratings category by S&P. The obligors capacity to meet its
financial commitment on the obligation is strong. Within this category, certain
obligations are designated with a plus sign (+). This indicates that the
obligor's capacity to meet its financial commitment on these obligations is
extremely strong.

A-2 -- Somewhat more susceptible to the adverse effects of changes in
circumstances and economic conditions than obligations in higher rating
categories. However, the obligor's capacity to meet its financial commitment on
the obligation is satisfactory.

Description of Moody's Short-Term Ratings:

Prime-1 -- Have a superior ability for repayment of senior short-term debt
obligations.

Prime-2 -- Have a strong ability for repayment of senior short-term debt
obligations.

Description of Fitch's Short-Term Ratings:

F1+ -- Issues assigned this rating are regarded as having the strongest capacity
for timely payment of financial commitments. The Plus (+) denotes exceptionally
strong credit quality.

F1 -- Issues assigned this rating are regarded as having the strongest capacity
for timely payment of financial commitments.