As filed with the Securities and Exchange Commission on April
                                    29, 2008

                                                        1933 Act File No.2-72658
                                                     1940 Act File No. 811-03196

                        SECURITIES AND EXCHANGE COMMISION
                              Washington, DC 20549

                                    FORM N-1A

           REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 [ ]

                       Post-Effective Amendment No.45 [X]

                                     and/or

       REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940 [ ]

                               Amendment No.46 [X]

                        (Check appropriate box or boxes.)

                             CASH RESERVE FUND, INC.
                             -----------------------
                       (formerly, Cash Reserve Fund, Inc.)
               (Exact Name of Registrant as Specified in Charter)

                       345 Park Avenue, New York, NY 10154
                       -----------------------------------
               (Address of Principal Executive Offices) (Zip Code)
        Registrant's Telephone Number, including Area Code (617) 295-1000

                                Caroline Pearson
                             Two International Place
                           Boston, Massachusetts 02110
                     (Name and Address of Agent for Service)

                                    Copy to:
                             Burton M. Leibert, Esq.
                            Willkie, Farr & Gallagher
                               787 Seventh Avenue
                            New York, New York 10019
                          _____________________________

It is proposed that this filing will become effective (check appropriate box)

[   ]    immediately upon filing pursuant to paragraph (b)
[ X ]    on May 1, 2008 pursuant to paragraph (b)
[   ]    60 days after filing pursuant to paragraph (a)(1)
[   ]    on _____________ pursuant to paragraph (a)(1)
[   ]    75 days after filing pursuant to paragraph (a)(2)
[   ]    on _____________ pursuant to paragraph (a)(2) of rule 485.

If appropriate check the following box:

[   ]    this post-effective  amendment  designates a new effective date for a
         previously filed post-effective amendment.


This  post-effective  amendment  contains  the  prospectuses  and  statement  of
additional information relating to the following series of the registrant:

o        Prime Series - Cash Reserve Prime Shares

o        Prime Series - Cash Reserve Prime Institutional Shares

This  post-effective  amendment  is not  intended  to  update or amend any other
prospectuses or statements of additional  information of the registrant's  other
series or classes.


                                       1
<PAGE>


PROSPECTUS


May 1, 2008



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
  8      The Fund's Performance
         History
  9      How Much Investors Pay
 11      Other Policies and Risks
 11      Who Manages and Oversees
         the Fund


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


<PAGE>


<TABLE>
<S>                                   <C>
                                        Institutional Shares
  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.


            While the fund's Advisor gives priority to earning income and
            maintaining the value of the fund's principal at $1.00 per share,
            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 valued 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.


            Under normal market conditions the fund will invest more than 25%
            of its total assets in the obligations of banks and other financial
            institutions.



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.

            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 or cause the fund's performance to trail that of
            other investments.


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


            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
            minimize 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 minimize 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



                                             Cash Reserve Fund-Prime Series  | 5
<PAGE>

            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.

            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.



6 | Cash Reserve Fund-Prime Series
<PAGE>

            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.


            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.



                                             Cash Reserve Fund-Prime Series  | 7
<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.



Cash Reserve Fund - Prime Series

ANNUAL TOTAL RETURN (%) AS OF 12/31 EACH YEAR - Institutional Shares
[GRAPHIC APPEARS HERE]






<TABLE>
<S>       <C>       <C>       <C>       <C>       <C>       <C>       <C>       <C>       <C>
 5.25      4.97      6.31      4.04      1.58      0.93      1.16      3.02      4.82     5.17
1998      1999      2000      2001      2002      2003      2004      2005      2006      2007
</TABLE>







<TABLE>
<CAPTION>
2008 TOTAL RETURN AS OF MARCH 31: 0.94%
<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 12/31/2007





<TABLE>
<CAPTION>
      1 YEAR           5 YEARS      10 YEARS
<S>                   <C>          <C>
             5.17         3.00         3.71
</TABLE>


8 | Cash Reserve Fund-Prime Series
<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                                     0.13%
 Distribution/Service (12b-1) Fee                     None
 Other Expenses 2                                     0.16
 TOTAL ANNUAL OPERATING
 EXPENSES 3,4,5,6                                     0.29
</TABLE>




1   Effective May 14, 2007 the fund became a feeder fund of Cash Management
   Portfolio. The management fee is paid at the Portfolio level. Restated on
   an annualized basis to reflect fee changes that took place on August 1,
   2007.

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


4   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.)



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   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.



                                             Cash Reserve Fund-Prime Series  | 9
<PAGE>


Based on the costs above, 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>
 $      30         $93          $163         $368
</TABLE>




10 | Cash Reserve Fund-Prime Series
<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 as of
           each month end on or after the 14th day of the following month on
           www.moneyfunds.deam-us.db.com (the Web site does not form a part of
           this prospectus). This posted information 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 may also post on the Web
           site, on a more frequent basis, a percentage breakdown of the
           holdings of the fund by type of security. 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.



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



                                                  Other Policies and Risks  | 11
<PAGE>


           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 Scudder is part of Deutsche Asset Management, which is the
           marketing name in the US for the asset management activities of
           Deutsche Bank AG, DIMA, Deutsche Bank Trust Company Americas 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
           0.10% (reflects the effects of expense limitations and/or fee
           waivers then in effect) as a percentage of average daily net assets.


           Effective August 1, 2007, the Portfolio pays the Advisor a fee,
           calculated daily and paid monthly, at the annual rate of 0.150% of
           the first $3 billion of the Portfolio's average daily net assets,
           0.1325% on the next $4.5 billion of the Portfolio's average daily
           net assets, and 0.120% thereafter. The Advisor received a management
           fee from the fund for the period from April 1, 2007 through May 13,
           2007. The management fee paid by the fund for the period was equal
           to an annualized rate of 0.19% of the fund's 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).



12 | Who Manages and Oversees the Fund
<PAGE>

           Under a separate administrative services agreement between the fund
           and the Advisor, the fund pays the Advisor 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.



                                         Who Manages and Oversees the Fund  | 13
<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).


Cash Reserve Fund - Institutional Shares




<TABLE>
<CAPTION>
YEARS ENDED DECEMBER 31,              2007a        2007c      2006c      2005c      2004c      2003c
<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
--------------------------------   --------      -------    -------    -------    -------    -------
  Net investment income                 .0380        .0494      .0346      .0149      .0087      .0140
________________________________   __________    _________  _________  _________  _________  _________
  Less: Distributions from net
  investment income                  ( .0380)     ( .0494)   ( .0346)   ( .0149)   ( .0087)   ( .0140)
________________________________   __________    _________  _________  _________  _________  _________
NET ASSET VALUE, END OF
PERIOD                             $   1.00      $  1.00    $  1.00    $  1.00    $  1.00    $  1.00
--------------------------------   ----------    ---------  ---------  ---------  ---------  ---------
Total Return (%)                     3.87  b**    5.05b        3.51       1.50        .88       1.40
--------------------------------   ----------    ---------  ---------  ---------  ---------  ---------

RATIOS TO AVERAGE NET ASSETS AND SUPPLEMENTAL DATA
-------------------------------------------------------------------------------------------  ---------
Net assets, end of period ($ in
millions)                              1,265          857        588        343        395        544
________________________________   __________    _________  _________  _________  _________  _________
Ratio of expenses before
expense reductions, including
expenses allocated from Cash
Management Portfolio (%)d                .29*        .32        .31        .30        .30        .38
________________________________   __________    _________  _________  _________  _________  _________
Ratio of expenses after
expense reductions, including
expenses allocated from Cash
Management Portfolio (%)d                .27*        .32        .31        .30        .30        .38
________________________________   __________    _________  _________  _________  _________  _________
Ratio of net investment
income (%)                              5.05*       4.95       3.54       1.46        .88       1.42
--------------------------------   ----------    ---------  ---------  ---------  ---------  ---------
</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 rations disclosed prior to December 31, 2007
   are for Cash Reserve Fund - Prime Series as a stand-alone fund.

*   Annualized

**   Not annualized


14 | 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 Scudder
                        PO Box 219210
                        Kansas City, MO
                        64121-9210
  ADDITIONAL             Deutsche Asset Management
  INVESTMENTS BY        c/o DWS Scudder
  MAIL:                 PO Box 219154
                        Kansas City, MO 64121-9154
  BY EXPRESS             Deutsche Asset Management
  REGISTERED OR         c/o DWS Scudder
  CERTIFIED MAIL:       210 W. 10th Street
                        Kansas City, MO 64105-1614
</TABLE>



           Our representatives are available to assist you personally Monday
           through Friday, 9:00 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  | 15
<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 fund in
              the aggregate 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.


           How to open your fund 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.


16 | 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 funds 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 Scudder
  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  | 17
<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.


18 | Policies You Should Know About
<PAGE>

           Financial intermediary support payments


           The Advisor, DWS Scudder 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 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  | 19
<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,
           .10% 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
           Scudder 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


20 | 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  | 21
<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
           providing 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.



22 | 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.

           To sell 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. Requests for same day
           wire that are received earlier in the day will be given priority
           over requests 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  | 23
<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 or in
           any case where a fall in share price created the low balance).

           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.


24 | 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 check,
           bank or Federal Funds wire transfer or by electronic bank transfer.
           Please note that the fund does not accept cash, money orders,
           traveler's checks, starter checks, third party checks (except checks
           for retirement plan asset transfers and rollovers or for Uniform
           Gifts to Minors Act/Uniform Transfers to Minors Act accounts),
           checks drawn on foreign banks or checks issued by credit card
           companies or Internet-based companies. Thus, subject to the
           foregoing exceptions for certain third party checks, checks that are
           otherwise permissible must be drawn by the account holder on a
           domestic bank and must be payable to the fund.


           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 wired to 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. Note that
           you can't get a signature guarantee from a notary public and we must
           be provided the original guarantee.


                                            Policies You Should Know About  | 25
<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 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 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.



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.



26 | 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 by the transfer
           agent.



                                            Policies You Should Know About  | 27
<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



28 | 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
              for federal income tax purposes if we have been notified by the
              IRS that you are subject to backup withholding or if you fail to
              provide us with a 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  | 29
<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 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.

30 | 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.

           The above discussion is applicable to 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.


                                     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 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 - 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%        0.29%              4.71%       $ 10,471.00         $  29.68
   2           10.25%        0.29%              9.64%       $ 10,964.18         $  31.08
   3           15.76%        0.29%             14.81%       $ 11,480.60         $  32.54
   4           21.55%        0.29%             20.21%       $ 12,021.33         $  34.08
   5           27.63%        0.29%             25.88%       $ 12,587.54         $  35.68
   6           34.01%        0.29%             31.80%       $ 13,180.41         $  37.36
   7           40.71%        0.29%             38.01%       $ 13,801.21         $  39.12
   8           47.75%        0.29%             44.51%       $ 14,451.25         $  40.97
   9           55.13%        0.29%             51.32%       $ 15,131.90         $  42.90
  10           62.89%        0.29%             58.45%       $ 15,844.61         $  44.92
  TOTAL                                                                         $ 368.33
</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) 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 Scudder 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 Scudder Distributors, Inc.
Kansas City, MO           Washington, D.C.        222 South Riverside Plaza
64121-9210                20549-0102              Chicago, IL 60606-5808
WWW.MONEYFUNDS.DEAM-      WWW.SEC.GOV             (800) 621-1148
US.DB.COM                 (800) SEC-0330
(800) 730-1313
</TABLE>





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






(05/01/08) GENCR-1-IN
 [RECYCLE GRAPHIC APPEARS HERE]

<PAGE>
<PAGE>

PROSPECTUS


May 1, 2008



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
  8      The Fund's Performance
         History
  9      How Much Investors Pay
 11      Other Policies and Risks
 11      Who Manages and Oversees
         the Fund


</TABLE>
<TABLE>
<S>      <C>
 14      Financial Highlights
 15      Distribution Plan and
         Shareholding Servicing Plan
 15      Buying and Selling Fund
         Shares
 16      Policies You Should Know
         About
 28      Understanding Distributions
         and Taxes
 30      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.


            While the fund's Advisor gives priority to earning income and
            maintaining the value of the fund's principal at $1.00 per share,
            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 valued 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>


            Under normal market conditions the fund will invest more than 25%
            of its total assets in the obligations of banks and other financial
            institutions.

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

            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 or cause the fund's performance to trail that of
            other investments.


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


            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
            minimize 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



                                             Cash Reserve Fund-Prime Series  | 5
<PAGE>


            that provides credit enhancement for it. To minimize 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.

            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.


6 | Cash Reserve Fund-Prime Series
<PAGE>


            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.


            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.



                                             Cash Reserve Fund-Prime Series  | 7
<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.



Cash Reserve Fund - Prime Series


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

[GRAPHIC APPEARS HERE]






<TABLE>
<S>       <C>       <C>       <C>       <C>       <C>       <C>       <C>       <C>       <C>
 4.99      4.65      5.95      3.72      1.25      0.57      0.77      2.62      4.42     4.77
1998      1999      2000      2001      2002      2003      2004      2005      2006      2007
</TABLE>







<TABLE>
<CAPTION>
2008 TOTAL RETURN AS OF MARCH 31: 0.86%
<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 12/31/2007





<TABLE>
<CAPTION>
      1 YEAR           5 YEARS      10 YEARS
<S>                   <C>          <C>
             4.77         2.62         3.35
</TABLE>


8 | Cash Reserve Fund-Prime Series
<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                              0.13%
 Distribution/Service (12b-1) Fee             0.25
 Other Expenses2                              0.32
 TOTAL ANNUAL OPERATING EXPENSES3             0.70
 Less Fee Waiver/Expense
 Reimbursement4,5                             0.02
 NET ANNUAL OPERATING EXPENSES6               0.68
</TABLE>




1   Effective May 14, 2007 the fund became a feeder fund of Cash Management
   Portfolio. The management fee is paid at the Portfolio level. Restated on
   an annualized basis to reflect fee changes that took place on August 1,
   2007.

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


4   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.)



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 0.68%, excluding certain expenses such as
   extraordinary expenses, taxes, brokerage and interest expenses.

6   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.


                                             Cash Reserve Fund-Prime Series  | 9
<PAGE>


Based on the costs above (including one year of capped expenses in the "1 Year"
period and two years of capped expenses in the "3 Years," "5 Years" and "10
Years" periods), 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>
 $      69         $220         $386         $867
</TABLE>




10 | Cash Reserve Fund-Prime Series
<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 as of
           each month end on or after the 14th day of the following month on
           www.dws-scudder.com (the Web site does not form a part of this
           prospectus). This posted information 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 may also post on the Web
           site, on a more frequent basis, a percentage breakdown of the
           holdings of the fund by type of security. 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.



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



                                                  Other Policies and Risks  | 11
<PAGE>


           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 Scudder is part of Deutsche Asset Management, which is the
           marketing name in the US for the asset management activities of
           Deutsche Bank AG, DIMA, Deutsche Bank Trust Company Americas 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
           0.10% (reflects the effects of expense limitations and/or fee
           waivers then in effect) as a percentage of average daily net assets.


           Effective August 1, 2007, the Portfolio pays the Advisor a fee,
           calculated daily and paid monthly, at the annual rate of 0.150% of
           the first $3 billion of the Portfolio's average daily net assets,
           0.1325% on the next $4.5 billion of the Portfolio's average daily
           net assets, and 0.120% thereafter. The Advisor received a management
           fee from the fund for the period from April 1, 2007 through May 13,
           2007. The management fee paid by the fund for the period was equal
           to an annualized rate of 0.19% of the fund's 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).



12 | Who Manages and Oversees the Fund
<PAGE>

           Under a separate administrative services agreement between the fund
           and the Advisor, the fund pays the Advisor 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.



                                         Who Manages and Oversees the Fund  | 13
<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).


Cash Reserve Fund - Cash Reserve Prime Shares




<TABLE>
<CAPTION>
YEARS ENDED MARCH 31,                 2007a        2007c      2006c      2005c      2004c      2003c
<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
--------------------------------   --------      -------    -------    -------    -------    -------
  Net investment income                 .0351        .0455      .0307      .0111      .0050      .0108
________________________________   __________    _________  _________  _________  _________  _________
  Less: Distributions from net
  investment income                  ( .0351)     ( .0455)   ( .0307)   ( .0111)   ( .0050)   ( .0108)
________________________________   __________    _________  _________  _________  _________  _________
NET ASSET VALUE, END OF
PERIOD                             $   1.00      $  1.00    $  1.00    $  1.00    $  1.00    $  1.00
--------------------------------   ----------    ---------  ---------  ---------  ---------  ---------
Total Return (%)                     3.57  b**    4.65b        3.11       1.12        .47       1.08
--------------------------------   ----------    ---------  ---------  ---------  ---------  ---------

RATIOS TO AVERAGE NET ASSETS AND SUPPLEMENTAL DATA
-------------------------------------------------------------------------------------------  ---------
Net assets, end of period ($ in
millions)                              1,364        2,104      2,035      2,275      2,666      2,879
________________________________   __________    _________  _________  _________  _________  _________
Ratio of expenses before
expense reductions, including
expenses allocated from Cash
Management Portfolio (%)d                .67*        .71        .69        .69        .67        .70
________________________________   __________    _________  _________  _________  _________  _________
Ratio of expenses after
expense reductions, including
expenses allocated from Cash
Management Portfolio (%)d                .65*        .71        .69        .69        .67        .70
________________________________   __________    _________  _________  _________  _________  _________
Ratio of net investment
income (%)                              4.67*       4.56       3.06       1.07        .51       1.10
--------------------------------   ----------    ---------  ---------  ---------  ---------  ---------
</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.

*   Annualized

**   Not annualized


14 | 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: $100

           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  | 15
<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.


16 | 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 Scudder 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 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  | 17
<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,
           .10% 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
           Scudder branded retirement plan platform (the "Platform") with the
           level of revenue sharing payments being


18 | Policies You Should Know About
<PAGE>

           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  | 19
<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.



20 | 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
           providing 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.



                                            Policies You Should Know About  | 21
<PAGE>


           To sell 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. Requests for same day
           wire that are received earlier in the day will be given priority
           over requests 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.


22 | Policies You Should Know About
<PAGE>

           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.

           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.



                                            Policies You Should Know About  | 23
<PAGE>


           THE FUND ACCEPTS PAYMENT FOR SHARES ONLY IN US DOLLARS by check,
           bank or Federal Funds wire transfer or by electronic bank transfer.
           Please note that the fund does not accept cash, money orders,
           traveler's checks, starter checks, third party checks (except checks
           for retirement plan asset transfers and rollovers or for Uniform
           Gifts to Minors Act/Uniform Transfers to Minors Act accounts),
           checks drawn on foreign banks or checks issued by credit card
           companies or Internet-based companies. Thus, subject to the
           foregoing exceptions for certain third party checks, checks that are
           otherwise permissible must be drawn by the account holder on a
           domestic bank and must be payable to the fund.

           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 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.


24 | Policies You Should Know About
<PAGE>


           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 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.



                                            Policies You Should Know About  | 25
<PAGE>


           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 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.



26 | 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
              for federal income tax purposes if we have been notified by the
              IRS that you are subject to backup withholding or if you fail to
              provide us with a 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  | 27
<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 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 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.



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.


28 | Understanding Distributions and Taxes
<PAGE>

           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.

           The above discussion is applicable to 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.


                                     Understanding Distributions and Taxes  | 29
<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 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.


30 | 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%        0.68%              4.32%       $ 10,432.00         $  69.47
   2           10.25%        0.68%              8.83%       $ 10,882.66         $  72.47
   3           15.76%        0.70%             13.51%       $ 11,350.62         $  77.82
   4           21.55%        0.70%             18.39%       $ 11,838.69         $  81.16
   5           27.63%        0.70%             23.48%       $ 12,347.76         $  84.65
   6           34.01%        0.70%             28.79%       $ 12,878.71         $  88.29
   7           40.71%        0.70%             34.32%       $ 13,432.50         $  92.09
   8           47.75%        0.70%             40.10%       $ 14,010.09         $  96.05
   9           55.13%        0.70%             46.13%       $ 14,612.53         $ 100.18
  10           62.89%        0.70%             52.41%       $ 15,240.87         $ 104.49
  TOTAL                                                                         $ 866.67
</TABLE>




                                                                  Appendix  | 31
<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 Scudder Web site at www.dws-scudder.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 Scudder Distributors, Inc.
Kansas City, MO          Washington, D.C.        222 South Riverside Plaza
64121-9153               20549-0102              Chicago, IL 60606-5808
WWW.DWS-SCUDDER.COM      WWW.SEC.GOV             (800) 621-1148
(800) 231-8568           (800) SEC-0330
</TABLE>




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






(05/01/08) GENCR-1-RET
 [RECYCLE GRAPHIC APPEARS HERE]



<PAGE>
                             CASH RESERVE FUND, INC.


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


                       STATEMENT OF ADDITIONAL INFORMATION


                                   May 1, 2008




This Statement of Additional Information is not a prospectus and should be read
in conjunction with the prospectus, dated May 1, 2008, 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 Series may refer to actions undertaken by the Portfolio.


Portions of the Annual Report to Shareholders of the Fund, dated December 31,
2007, 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
toll-free number (800) 730-1313.

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 ....................................................10

MANAGEMENT OF THE FUND....................................................11
   Investment Advisor.....................................................11

SERVICE PROVIDERS.........................................................18
   Administrator..........................................................18
   Distributor............................................................19
   Custodian..............................................................22
   Transfer Agent.........................................................22
   Legal Counsel..........................................................23
   Independent Registered Public Accounting Firm..........................23

PORTFOLIO TRANSACTIONS....................................................24

PURCHASE AND REDEMPTION OF SHARES.........................................28

DIVIDENDS.................................................................43

TAXES.....................................................................44

NET ASSET VALUE...........................................................47

DIRECTORS AND OFFICERS....................................................48

FUND ORGANIZATION.........................................................65

PROXY VOTING GUIDELINES...................................................67

FINANCIAL STATEMENTS......................................................69

ADDITIONAL INFORMATION....................................................69

APPENDIX..................................................................70





                             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.

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").

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 Portfolio has the authority to lend up to
30% of the total value of its portfolio securities (taken at market value). The
Portfolio 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 Portfolio
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 Portfolio. The
Portfolio 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 there under, which currently
require that (a) the borrower pledge and maintain with the Portfolio 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 Portfolio at any time, and (d) the Portfolio receives
reasonable interest on the loan (which may include the Portfolio investing any
cash collateral in interest bearing short-term investments), and distributions
on the loaned securities and any increase in their market value. 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 Portfolio's delegate after
a commercially reasonable review of relevant facts and circumstances, including
the creditworthiness of the borrower. Payments received by a Portfolio in lieu
of any dividends paid on the loaned securities will not be treated as "qualified
dividend income" for purposes of determining what portion of a Fund's dividends
received by individuals may be taxed at the rates generally applicable to
long-term capital gains. See "Taxes."


At the present time, the staff of the SEC does not object if an investment
company pays reasonable negotiated fees in connection with loaned securities, so
long as such fees are set forth in a written contract and approved by the
investment company's Board of Trustees. 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 Portfolio 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 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 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. The term "DWS Scudder" is
the designation given to the products and services provided by DIMA and its
affiliates to the DWS Mutual Funds.

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                2005
------                         ----                ----                ----

Prime                       $5,341,664         $6,709,019          $7,320,353
Net of Fee Waivers          $5,329,723         $6,675,606          $7,266,786


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, 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.

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, DWS-SDI) 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 Scudder 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 FINRA) announced final agreements in which
Deutsche Investment Management Americas Inc. ("DIMA"), Deutsche Asset
Management, Inc. ("DAMI") and Scudder Distributors, Inc. ("DWS-SDI") (now known
as DWS Scudder Distributors, Inc.) settled administrative proceedings regarding
disclosure of brokerage allocation practices in connection with sales of the
Scudder Funds' (now known as the DWS Scudder 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 DWS-SDI'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
Scudder Fund shares. These directed brokerage practices were discontinued in
October 2003.

Under the terms of the settlements, in which DIMA, DAMI and DWS-SDI neither
admitted nor denied any of the regulators' findings, DIMA, DAMI and DWS-SDI
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 DWS-SDI 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-scudder.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 and Portfolio.

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, 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


DWS-SDI, 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, 2007 and for the last three fiscal years, the
Distributor received fees in the following amounts:

<TABLE>
<CAPTION>
                                                   For the Fiscal Year Ended
                                                   -------------------------

Fee                                          December 31, 2007      March 31, 2007      March 31, 2006      March 31, 2005
---                                          -----------------      --------------      --------------      --------------
<S>                                            <C>                   <C>               <C>                 <C>
Prime Shares 12b-1 Fee                         $2,784,807*           $5,025,654        $5,160,355          $5,941,954
Prime Shares Shareholder Service Fee           $773,342**            $1,407,183        $1,444,899          $1,663,756
</TABLE>

*        $335,676 was unpaid at December 31, 2007.
**       $81,627 was unpaid at December 31, 2007.


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 DWS-SDI 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 Scudder Investments Service Company ("DWS-SISC" or the "Transfer Agent")
serves as transfer agent of the Fund pursuant to a transfer agency agreement.
DWS-SISC is headquartered at 222 South Riverside Plaza, Chicago, IL, 60606-5808.
Prior to December 16, 2002, ICCC served as the Fund's transfer agent. Under its
transfer agency agreement with the Fund, DWS-SISC 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. DWS-SISC 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 DWS-SISC and DST Systems,
Inc. ("DST"), DWS-SISC 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 DWS-SISC, 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 $32.50 per account, while for certain retirement accounts serviced on the
recordkeeping system of ADP, Inc., the fee is a flat fee up to $3.60 per account
(as of 2007, 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 period from April 1, 2007 through December 31, 2007, the following
amounts were charged to the classes of the Series by DWS-SISC:

<TABLE>
<CAPTION>
                                                                                           Unpaid at
Fund                                      Class                       Total            December 31, 2007
----                                      -----                       -----            -----------------
<S>                                      <C>                       <C>                     <C>
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 DWS-SISC:

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 DWS-SISC:

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

Cash Reserve Fund                      Prime Shares                $1,505,881
Cash Reserve Fund               Prime Institutional Shares            $44,288

For the fiscal year ended March 31, 2005, the following amounts were charged to
the classes of the Series by DWS-SISC:

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

Cash Reserve Fund                      Prime Shares                $1,766,947
Cash Reserve Fund               Prime Institutional Shares            $36,485
</TABLE>


Legal Counsel

Willkie Farr & Gallagher LLP, 787 Seventh Avenue, New York, NY, 10019-6099
serves as counsel to the Fund.


Ropes & Gray LLP, One International Place, Boston, Massachusetts 02110-2624,
serves as counsel to the Independent Directors to the Corporation.


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 and annual 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 Scudder Distributors, Inc. ("DWS-SDI"
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 DWS-SISC.


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.


DWS-SDI has adopted an Incentive Plan (the "Plan") covering wholesalers that are
regional vice presidents ("DWS Scudder Wholesalers"). Generally, DWS Scudder
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 Scudder 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
-- "Strategic," "Tactical" or "all other funds" -- taking into consideration,
among other things, the following criteria, where applicable:

o        The Fund's consistency with DWS Scudder's 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 Scudder, 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 in the
Strategic and Tactical categories 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-scudder.com, approximately one month after the end of
each quarter. DWS Scudder Wholesalers receive the highest compensation for
Strategic funds, less for Tactical funds and the lowest for all other funds. The
level of compensation among these categories may differ significantly.

The prospect of receiving, or the receipt of, additional compensation by a DWS
Scudder Wholesaler under the Plan may provide an incentive to favor marketing
the Strategic or Tactical funds over all other funds. The Plan, however, will
not change the price that investors pay for shares of a fund. The DWS Scudder
Compliance Department monitors DWS Scudder 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 DWS-SISC 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, .10% 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 Scudder 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
First Clearing/Wachovia Securities
Fiserv Trust Company
HD Vest Investment Securities, Inc.
ING Group
John Hancock Distributors LLC
LPL Financial
M.L. Stern & Co.
Marsh Insurance and Investment Company
Meridien Financial Group
Merrill Lynch, Pierce, Fenner & Smith Inc.
Morgan Stanley
Oppenheimer & Co., Inc.
Raymond James & Associates
Raymond James Financial Services
RBC Dain Rauscher, Inc
Securities America, Inc.
UBS Financial Services
Wachovia Securities
Wells Fargo Investments, LLC

Channel: Cash Product Platform

Allegheny Investments LTD
Bank of New York (Hare & Co.)
Bear, Stearns Securities Corp.
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
Huntleigh Securities
Lincoln Investment Planning
LPL Financial
Mellon Financial Markets LLC
Penson Financial Services
Pershing Choice Platform
ProFunds Distributors, Inc.
Ridge Clearing & Outsourcing Solutions
Romano Brothers and Company
SAMCO Capital Markets
Smith Moore & Company
Sungard Institutional Brokerage Inc.
US Bancorp
UBS
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
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
Scudder's 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-scudder.com or calling (800)
730-1313. 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 only a summary of certain material federal income tax
considerations generally affecting the Series and its shareholders. No attempt
is made to present a complete explanation of the tax treatment of the Series or
its shareholders, and this discussion is not intended as a substitute for
careful tax planning. Shareholders are urged to consult with their tax advisors
regarding an investment in the Series, with specific reference to their own tax
situation, including their state and local tax liabilities. The following
general discussion of certain federal income tax consequences is based on the
Code and the regulations issued thereunder, as in effect on the date of this
Statement of Additional Information. New legislation, as well as administrative
changes or court decisions, may significantly change the conclusions expressed
herein, and may have a retroactive effect with respect to the transactions
contemplated herein. The Series intends to continue to qualify to be treated as
a "regulated investment company ("RIC") as defined under Subchapter M of the
Code each taxable year. Accordingly, the Series must, among other things, (a)
derive at least 90% of its gross income each taxable year from dividends,
interest, payments with respect to securities loans, gains from the sale or
other disposition of stock, securities or foreign currencies, certain other
related income, including, generally, certain gains from options, futures and
forward contracts, and net income derived from interests in "qualified publicly
traded partnerships" (i.e., partnerships that are traded on an established
securities market or tradable on a secondary market, other than partnerships
that derive 90% of their income from interest, dividends, capital gains, and
other traditionally permitted mutual fund income), and (b) diversify its
holdings so that, at the end of each fiscal quarter of its taxable year, (i) at
least 50% of the market value of the total assets of the Series is represented
by cash and cash items, United States government securities, securities of other
RICs, and other securities, with such other securities limited, in respect to
any one issuer, to an amount not greater than 5% of the value of the total
assets of the Series or 10% of the outstanding voting securities of such issuer,
and (ii) not more than 25% of the value of its total assets is invested in the
securities (other than United States Government securities or securities of
other RICs) of any one issuer or two or more issuers of which 20% or more of the
voting stock is held by the Series and which are determined to be engaged in the
same, similar, or related trades or businesses, or in the securities of one or
more qualified publicly traded partnerships.

Although in general the passive loss rules of the Code do not apply to RICs,
such rules do apply to a RIC with respect to items attributable to an interest
in a qualified publicly traded partnership. Investments in partnerships,
including in qualified publicly traded partnerships, by the Series may result in
the Series being subject to state, local or foreign income, franchise or
withholding tax liabilities.


As a RIC, the Series will not be subject to US federal income tax on the portion
of its net investment income and net realized capital gains that it distributes
to its shareholders, provided that it satisfies a minimum distribution
requirement. To satisfy the minimum distribution requirement, the Series must
distribute to its shareholders at least the sum of (i) 90% of its "investment
company taxable income" (that generally includes dividends, taxable interest,
and the excess of net short-term capital gains over net long-term capital
losses, less operating expenses, but determined without regard to the deduction
for dividends paid) and (ii) 90% of its net tax-exempt interest income, for each
tax year, if any.

Although the Series intends to distribute substantially all of its net
investment income and may distribute its capital gains for any taxable year, the
Series will be subject to federal income taxation at regular corporation rates
to the extent any such income or gains are not distributed.

If, in any taxable year, the Series fails to qualify for any taxable year as a
RIC, all of its taxable income will be subject to tax at regular corporate
income tax rates without any deduction for distributions to shareholders and
such distributions generally will be taxable to shareholders as ordinary
dividends to the extent of the current and accumulated earnings and profits of
the Series. In this event, distributions generally will 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 for corporate
shareholders. Moreover, if the Series fails to qualify as a RIC in any year, it
must pay out its earnings and profits accumulated in that year in order to
qualify again as a RIC. If the Series failed to qualify as a RIC for a period
greater than two taxable years, the Series may be required to recognize any net
built-in gains with respect to certain of its assets (i.e., the excess of the
aggregate gains, including items of income, over aggregate losses that would
have been realized with respect to such assets if the Series had been
liquidated) in order to qualify as a RIC in a subsequent year. The Board of
Directors reserves the right not to maintain the qualification of a Series as a
RIC if it determines such course of action to be beneficial to shareholders.

If the Series fails to distribute in a calendar year at least 98% of its
ordinary income for the year and 98% of its capital gain net income (the excess
of short and long-term capital gains over short and long-term capital losses)
for the one-year period ending October 31 of that year (and any retained amount
from the prior calendar year), the Series will be subject to a nondeductible 4%
Federal excise tax on undistributed amounts not meeting the 98% threshold. For
this purpose, however, any ordinary income or net capital gain retained by the
Series that is subject to corporate income tax will be considered to have been
distributed by year-end. In addition, the minimum amounts that must be
distributed in any year to avoid the excise tax will be increased or decreased
to reflect any under- or over-distribution, as the case may be, from the
previous year. The Series intends to make sufficient distributions to avoid
imposition of this tax, or to retain, at most its net capital gains and pay tax
thereon. However, the Fund can give no assurances that its distributions will be
sufficient to eliminate all taxes.

The Series may invest in complex securities. These investments may be subject to
numerous special and complex tax rules. These rules could affect whether gains
and losses recognized by a Series are treated as ordinary income or capital
gain, accelerate the recognition of income to the Series and/or defer its
ability to recognize losses. In turn, those rules may affect the amount, timing
or character of the income distributed to you by the Series.


Taxation of US Shareholders
Dividends and Distributions. Dividends of investment company taxable income will
be taxable to shareholders as ordinary income, regardless of whether such
dividends are paid in cash or are reinvested in additional Shares, to the extent
of the earnings and profits of the Series paying the dividend. The Series
anticipates that it will distribute substantially all of its investment company
taxable income for each taxable year. In certain situations, the Series may, for
a taxable year, defer all or a portion of its capital losses and currency losses
realized after October until the next taxable year in computing its investment
company taxable income and net capital gain, which will defer the recognition of
such realized losses. Such deferrals and other rules regarding gains and losses
realized after October may affect the tax character of shareholder
distributions.


Each Series may either retain or distribute to shareholders its excess of net
long-term capital gains over net short-term capital losses ("net capital
gains"), if any. If such gains are distributed as a capital gains distribution,
they are taxable to shareholders that are individuals at a current maximum rate
of 15%, whether paid in cash or shares and regardless of the length of time the
shareholder has held shares. If any such gains are retained, the Series will pay
federal income tax thereon, and, if the Series makes an election, the
shareholders will include such undistributed gains in their income, will
increase their basis in Series shares by the difference between the amount of
such includable gains and the tax deemed paid by such shareholder and will be
able to claim their share of the tax paid by the Series as a refundable credit.

If the distributions by the Series exceeds its taxable income and capital gains
realized during a taxable year, all or a portion of the distributions made in
the same taxable year may be recharacterized as a return of capital to
shareholders. A return of capital distribution generally will not be taxable,
but will reduce each shareholder's cost basis in the Series and result in a
higher reported capital gain or lower reported capital loss when those shares on
which the distribution was received are sold.

Gains and losses on the sale of portfolio securities and unrealized appreciation
or depreciation in the value of these securities may require the Series to
adjust distributions in order to maintain a $1.00 net asset value. These
procedures may result in under-or over-distributions of net investment income.

Because the Series' income is derived primarily from interest rather than
dividends, no portion of the Series' distributions generally will be eligible
for the corporate dividends-received deduction or treatment as "qualified
dividend income" for purposes of taxation at long-term capital gain rates.

Ordinarily, investors should include all dividends as income in the year of
payment. However, dividends declared payable to shareholders of record in
October, November, or December of one year, but paid in January of the following
year, will be deemed for tax purposes to have been received by the shareholder
and paid by the Series in the year in which the dividends were declared.

Sale or Exchange of Shares. Redemptions and exchanges of shares are taxable
transactions for federal and state income tax purposes. However, because the
Series seeks to maintain a constant $1.00 per share net asset value, you should
not expect to realize a capital gain or loss upon redemption or exchange of your
shares in the Series. If gain or loss does arise on the sale or exchange of a
share, such gain or loss will be long-term if you held the share for more than
one year and otherwise will be short-term. For individuals, long-term capital
gains are currently taxed at a maximum rate of 15% and short-term capital gains
are currently taxed at ordinary income tax rates. However, if a shareholder
realizes a loss on the sale, exchange or redemption of a share held for six
months or less and has previously received a capital gains distribution with
respect to the share (or any undistributed net capital gains of the Series with
respect to such share are included in determining the shareholder's long-term
capital gains), the shareholder must treat the loss as a long-term capital loss
to the extent of the amount of the prior capital gains distribution (or any
undistributed net capital gains of the Series that have been included in
determining such shareholder's long-term capital gains). In addition, any loss
realized on a sale or other disposition of shares will be disallowed to the
extent an investor repurchases (or enters into a contract or option to
repurchase) shares within a 61-day period (beginning 30 days before and ending
30 days after the disposition of the shares). This loss disallowance rule will
apply to shares received through the reinvestment of dividends during the 61-day
period.

Notices; Backup Withholding. The Series will provide a statement annually to
shareholders as to the federal tax status of dividends and distributions paid
(or deemed to be paid) by the Series during the year. In certain cases, the
Series will be required to withhold and remit to the IRS a portion of the
dividends, distributions and redemption proceeds payable to you equal to the
current backup withholding tax rate if you (1) have failed to provide a correct
tax identification number, (2) are subject to backup withholding by the IRS for
failure to properly report receipt of interest or dividends, or (3) have failed
to certify to the Series that you are not subject to backup withholding.

If you are a non-US investor in the Series, you may be subject to US withholding
and estate tax and are encouraged to consult your tax advisor prior to investing
in a Series.

State and Local Taxes. Rules of state and local taxation of dividend and capital
gains distributions from RICs often differ from the rules for federal income
taxation described above. You are urged to consult your tax advisor as to the
consequences of state and local tax rules affecting an investment in the Fund.
Many states grant tax-free status to dividends paid to you from interest earned
on direct obligations of the US government, subject in some states to minimum
investment requirements that must be met by the Series. Investments in
Government National Mortgage Association or Fannie Mae securities, banker's
acceptances, commercial paper and repurchase agreements collateralized by US
government securities generally do not qualify for such tax-free treatment. The
rules on exclusion of this income are different for corporate shareholders.

The foregoing is only a summary of certain material US federal income tax
consequences affecting the Series and their shareholders. Potential shareholders
are advised to consult their own tax advisors with respect to the particular tax
consequences to them of an investment in a Series.

                                 NET ASSET VALUE

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. Calculations are made to
compare the value of the Portfolio's investments valued at amortized cost with
market values. 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. If a deviation of 1/2 of 1% or more were to occur between the net
asset value per share calculated by reference to market values and the
Portfolio's $1.00 per share net asset value, or if there were any other
deviation that the Board of Trustees of the Portfolio believed would result in a
material dilution to shareholders or purchasers, the Board of Trustees would
promptly consider what action, if any, should be initiated. If the Portfolio's
net asset value per share (computed using market values) declined, or were
expected to decline, below $1.00 (computed using amortized cost), the Board of
Trustees of the Portfolio might temporarily reduce or suspend dividend payments
in an effort to maintain the net asset value at $1.00 per share. As a result of
such reduction or suspension of dividends or other action by the Board of
Trustees, an investor would receive less income during a given period than if
such a reduction or suspension had not taken place. Such action could result in
investors receiving no dividend for the period during which they hold their
shares and receiving, upon redemption, a price per share lower than that which
they paid. On the other hand, if the Portfolio's net asset value per share
(computed using market values) were to increase, or were anticipated to increase
above $1.00 (computed using amortized cost), the Board of Trustees of the
Portfolio might supplement dividends in an effort to maintain the net asset
value at $1.00 per share. Redemption orders received in connection with the
administration of checkwriting programs by certain dealers or other financial
services firms prior to the determination of the Portfolio's net asset value
also may be processed on a confirmed basis in accordance with the procedures
established by DWS-SDI.

Each investor in the Portfolio, including the Fund, may add to or reduce its
investment in the Portfolio on each day the Portfolio determines its NAV. At the
close of each such business day, the value of each investor's beneficial
interest in the Portfolio will be determined by multiplying the NAV of the
Portfolio 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 investor's percentage of the aggregate
beneficial interests in the Portfolio will then be recomputed as the percentage
equal to the fraction (i) the numerator of which is the value of such 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
the 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 NAV of 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 the aggregate investments
in the Portfolio by all investors in the Portfolio. The percentage so determined
will then be applied to determine the value of the investor's interest in the
Portfolio as of the close of the following business day.


                             DIRECTORS 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>
Dawn-Marie Driscoll (1946)        President, Driscoll Associates (consulting firm); Executive           135
Chairperson since 2004,(2) and    Fellow, Center for Business Ethics, Bentley College;
Board Member since 1987           formerly: Partner, Palmer & Dodge (1988-1990); Vice President
                                  of Corporate Affairs and General Counsel, Filene's
                                  (1978-1988); Directorships: Trustee of 8 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 College;
                                  Trustee, Southwest Florida Community Foundation (charitable
                                  organization); former Directorships: Investment Company
                                  Institute (audit, executive, nominating committees) and
                                  Independent Directors Council (governance, executive
                                  committees)
--------------------------------------------------------------------------------------------------------------------
Paul K. Freeman                   Consultant, World Bank/Inter-American Development Bank;               133
(1950)                            formerly: Project Leader, International Institute for Applied
Vice Chairperson since 2008, and  Systems Analysis (1998-2001); Chief Executive Officer, The
Board Member since 1993           Eric Group, Inc. (environmental insurance) (1986-1998)
--------------------------------------------------------------------------------------------------------------------
John W. Ballantine (1946)         Retired; formerly: Executive Vice President and Chief Risk            135
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:               135
 Board Member since               Association of Public Television Stations; Becton Dickinson
 1990                             and Company(3) (medical technology company); Belo
                                  Corporation(3) (media company); Boston Museum of Science;
                                  Public Radio International; former Directorships: American
                                  Public Television; Concord Academy; New England Aquarium;
                                  Mass. Corporation for Educational Telecommunications;
                                  Committee for Economic Development; Public Broadcasting
                                  Service
--------------------------------------------------------------------------------------------------------------------
Keith R. Fox (1954)               Managing General Partner, Exeter Capital Partners (a series           135
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           135
(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,         135
(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)          Chief Administrative Officer, Diamond Management & Technology         135
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             135
(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(3) (January 2007-June 2007)
--------------------------------------------------------------------------------------------------------------------
William N. Searcy, Jr.            Private investor since October 2003; Trustee of 8 open-end            135
(1946)                            mutual funds managed by Sun Capital Advisers, Inc. (since
Board Member since                October 1998); formerly: Pension & Savings Trust Officer,
1993                              Sprint Corporation(3) (telecommunications) (November
                                  1989-September 2003)
--------------------------------------------------------------------------------------------------------------------
Jean Gleason Stromberg            Retired; formerly: Consultant (1997-2001); Director, US               135
(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;
                                  Service Source, Inc.; former Directorships: 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         138
Board Member since 1999           firm) (1983 to present).
--------------------------------------------------------------------------------------------------------------------

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(4)                Managing Director(5), Deutsche Asset Management; Head of              135
 (1958)                           Deutsche Asset Management Americas; CEO of DWS Scudder;
 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(6)

--------------------------------------------------------------------------------------------------------------------
 Name, Year of Birth, Position
 with the Corporation and         Business Experience and
 Length of Time Served(7)         Directorships During the Past 5 Years
--------------------------------------------------------------------------------------------------------------------
 Michael G. Clark(8) (1965)       Managing Director(5), 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(9) (1962)          Director(5), Deutsche Asset Management
 Vice President and Secretary,
 1999-present
--------------------------------------------------------------------------------------------------------------------
 Paul H. Schubert(8) (1963)       Managing Director(5), 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)
--------------------------------------------------------------------------------------------------------------------
 Patricia DeFilippis(8) (1963)    Vice President, Deutsche Asset Management (since June 2005); formerly: Counsel,
 Assistant Secretary,             New York Life Investment Management LLC (2003-2005); legal associate, Lord,
 2005-present                     Abbett & Co. LLC (1998-2003)
--------------------------------------------------------------------------------------------------------------------
 Elisa D. Metzger(8)  (1962)      Director(5), Deutsche Asset Management (since September 2005); formerly:
 Assistant Secretary,             Counsel, Morrison and Foerster LLP (1999-2005)
 2005-present
--------------------------------------------------------------------------------------------------------------------
 Caroline Pearson(9) (1962)       Managing Director(5), Deutsche Asset Management
 Assistant Secretary,
 1997-present
--------------------------------------------------------------------------------------------------------------------
 Paul Antosca(9)                  Director(5), 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 (9)                   Director(5), Deutsche Asset Management (since 2007); formerly: Vice President,
 (1967)                           State Street Corporation (2002-2007)
 Assistant Treasurer,
 2007-present
--------------------------------------------------------------------------------------------------------------------
 Kathleen Sullivan D'Eramo(9)     Director(5), Deutsche Asset Management
 (1957)
 Assistant Treasurer,
 2003-present
--------------------------------------------------------------------------------------------------------------------
 Diane Kenneally(9)               Director(5), Deutsche Asset Management
 (1966)
 Assistant Treasurer,
 2007-present
--------------------------------------------------------------------------------------------------------------------
 Jason Vazquez(8) (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(8) (1962)           Managing Director(5), 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(8)        Director(5), 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)      Represents the year in which Ms. Driscoll was first appointed
         Chairperson of certain DWS funds.

(3)      A publicly held company with securities registered pursuant to Section
         12 of the Securities Exchange Act of 1934.

(4)      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.

(5)      Executive title, not a board directorship.

(6)      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.

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

(8)      Address:  345 Park Avenue, New York, New York 10154.

(9)      Address: Two International Place, Boston, Massachusetts 02110.

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 Scudder Distributors, Inc.

 Paul H. Schubert:                         Vice President
 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 2007, the Audit Committee of the Fund's Board held nine (9)
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 2007, the Nominating/Corporate Governance Committee of the Fund's
Board performed similar functions and held three (3) 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.

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 2007, the Equity Oversight
Committee of the Fund's Board performed similar functions and held six (6)
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, Paul K.
Freeman, Kenneth C. Froewiss and Robert H. Wadsworth. During the calendar year
2007, the Fixed-Income Oversight Committee of the Fund's Board performed similar
functions and held six (6) 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), Paul K. Freeman, Rebecca W. Rimel, Jean Gleason Stromberg
and Robert H. Wadsworth. During the calendar year 2007, the
Marketing/Distribution/Shareholder Service Committee of the Fund's Board
performed similar functions and held seven (7) 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 Paul K. Freeman (Chair), Dawn-Marie Driscoll (Vice Chair), John W.
Ballantine, 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), Paul K. Freeman (Alternate),
Rebecca W. Rimel (Alternate) and William N. Searcy, Jr. (Alternate). During the
calendar year 2007, the Expenses/Operations Committee and Valuation Committee
performed similar functions and each held nine (9) meetings and six (6)
meetings, respectively.

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 an annual retainer and an attendance fee
for each meeting attended. 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 2007. 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>
                                                              Aggregate Compensation       Total Compensation
                                  Aggregate Compensation       from Cash Management           from Fund and
  Name of Board Member         from Cash Reserve Fund, Inc.          Portfolio             DWS Fund Complex(1)
  --------------------         ----------------------------          ---------             -------------------
<S>                                      <C>                              <C>                   <C>
  John W. Ballantine                     $0                               $0                    $215,000
  Henry P. Becton, Jr.(2)            $3,031                          $35,760                    $200,000
  Dawn-Marie Driscoll(2)(3)          $3,795                          $45,830                    $253,000
  Keith R. Fox(2)                    $3,033                          $36,160                    $203,000
  Paul K. Freeman(4)                     $0                               $0                    $265,000
  Kenneth C. Froewiss(2)             $2,987                          $35,612                    $200,000
  Richard J. Herring(2)              $2,871                          $35,052                    $195,000
  William McClayton(5)                   $0                               $0                    $205,000
  Rebecca W. Rimel(2)                $2,795                          $34,139                    $194,000
  William N. Searcy, Jr.(2)          $2,987                          $35,612                    $200,000
  Jean Gleason Stromberg(2)          $2,795                          $33,742                    $189,000
  Robert H. Wadsworth                    $0                               $0                    $245,250

(1)      The DWS fund complex is composed of 138 funds as of December 31, 2007.

(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 $1,000 for Mr. Becton, $1,000 for
         Ms. Driscoll, $1,000 for Mr. Fox, $1,000 for Mr. Froewiss, $1,000 for
         Dr. Herring, $5,000 for Ms. Rimel, $1,000 for Mr. Searcy and $1,000 for
         Ms. Stromberg. These meeting fees were borne by the Advisor.

(3)      Includes $50,000 in annual retainer fees received by Ms. Driscoll as
         Chairperson of certain DWS funds.

(4)      Includes $25,000 paid to Dr. Freeman for numerous special meetings of
         an ad hoc committee in connection with board consolidation initiatives
         and $50,000 in annual retainer fees received by Dr. Freeman as
         Chairperson of certain DWS funds.

(5)      Does not include $15,000 to be paid to Mr. McClayton in calendar year
         2008 for numerous special meetings of an ad hoc committee of the former
         Chicago Board in connection with board consolidation initiatives.

Dr. Freeman, prior to his service as Independent Board Member, served as a board
member of certain funds in the Deutsche Bank complex ("DB Funds"). In connection
with his resignation and the resignation of certain other board members of the
DB Funds on July 30, 2002 (the "Effective Date"), which was part of a
restructuring of the boards overseeing the DB Funds, Deutsche Asset Management,
Inc. ("DAMI") agreed to recommend, and, if necessary obtain, directors and
officers ("D&O") liability insurance coverage for the prior board members,
including Dr. Freeman, that is at least as equivalent in scope and amount to the
D&O coverage provided to the prior board members for the six-year period
following the Effective Date. In the event that D&O insurance coverage is not
available in the commercial marketplace on commercially reasonable terms from a
conventional third party insurer, DeAM reserved the right to provide
substantially equivalent protection in the form of an indemnity or financial
guarantee from an affiliate of DeAM. The D&O policy in effect prior to the
Effective Date provided aggregate coverage of $25,000,000, subject to a $250,000
per claim deductible.

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,
2007.

                                                                                  Aggregate Dollar Range of
                                            Dollar Range of Beneficial       Ownership in all Funds Overseen by
                                                    Ownership                           Board Member
Board Member                                in Cash Reserve Fund, Inc.           in the DWS Fund Complex(1)
------------                                --------------------------           --------------------------

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

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                                $1 - $10,000                            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

(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, 2007. 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).

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

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

Securities Beneficially Owned

As of April 8, 2008 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 8, 2008 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


Name and Address of Investor Ownership                          Shares                      % of Total Shares
--------------------------------------                          ------                      -----------------

PERSHING LLC FOR THE EXCLUSIVE                             1,150,993,070.46              83.19% of Prime Shares
BENEFIT OF CUSTOMERS
JERSEY CITY NJ  07399-0001

KNOTFLOAT & CO                                              109,374,777.58                7.91% of Prime Shares
C/O STATE STREET BANK
BOSTON MA  02206-5496

FIRST SOUTHWEST COMPANY                                      77,713,916.79                5.62% of Prime Shares
DALLAS TX  75201-3852

PERSHING LLC FOR THE EXCLUSIVE                             1,007,203,332.42           75.3% of Institutional Class
BENEFIT OF CUSTOMERS
JERSEY CITY NJ  07399-0001

KNOTFLOAT & CO                                               70,654,736.48            5.28% of Institutional Class
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

To the extent that the Series invests in voting securities such as other
registered investment companies, the following applies. The Portfolio has
delegated proxy voting responsibilities to the Advisor, subject to the Board's
general oversight. The Portfolio has delegated proxy voting to the Advisor with
the direction that proxies should be voted consistent with the Portfolio's best
economic interests. The Advisor has adopted its own Proxy Voting Policies and
Procedures ("Policies"), and Proxy Voting Guidelines ("Guidelines") for this
purpose. The Policies address, among other things, conflicts of interest that
may arise between the interests of the Portfolio, and the interests of the
Advisor and its affiliates, including the Series' Distributor. The Guidelines
set forth the Advisor's general position on various proposals, such as:

o        Shareholder Rights -- The Advisor generally votes against proposals
         that restrict shareholder rights.

o        Corporate Governance -- The Advisor generally votes for confidential
         and cumulative voting and against supermajority voting requirements for
         charter and bylaw amendments. The Advisor generally votes for proposals
         to restrict a chief executive officer from serving on more than three
         outside boards of directors. The Advisor generally votes against
         proposals that require a company to appoint a Chairman who is an
         independent director.

o        Anti-Takeover Matters -- The Advisor generally votes for proposals that
         require shareholder ratification of poison pills or that request boards
         to redeem poison pills, and votes "against" the adoption of poison
         pills if they are submitted for shareholder ratification. The Advisor
         generally votes for fair price proposals.

o        Compensation Matters -- The Advisor generally votes for executive cash
         compensation proposals, unless they are unreasonably excessive. The
         Advisor generally votes against stock option plans that do not meet the
         Advisor's criteria.

o        Routine Matters -- The Advisor generally votes for the ratification of
         auditors, procedural matters related to the annual meeting, and changes
         in company name, and against bundled proposals and adjournment.

The general provisions described above do not apply to investment companies. The
Advisor generally votes proxies solicited by investment companies in accordance
with the recommendations of an independent third-party, except for proxies
solicited by or with respect to investment companies for which the Advisor or an
affiliate serves as investment advisor or principal underwriter ("affiliated
investment companies"). The Advisor votes affiliated investment company proxies
in the same proportion as the vote of the investment company's other
shareholders (sometimes called "mirror" or "echo" voting). Master fund proxies
solicited from feeder funds are voted in accordance with applicable requirements
of the 1940 Act.

Although the Guidelines set forth the Advisor's general voting positions on
various proposals, the Advisor may, consistent with the Portfolio's best
interests, determine under some circumstances to vote contrary to those
positions.

The Guidelines on a particular issue may or may not reflect the view of
individual members of the Board, or of a majority of the Board. In addition, 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 the Advisor or an affiliate serves as investment
advisor or sponsor.

The Advisor may consider the views of a portfolio company's management in
deciding how to vote a proxy or in establishing general voting positions for the
Guidelines, but management's views are not determinative.

As mentioned above, the Policies describe the way in which the Advisor resolves
conflicts of interest. To resolve conflicts, the Advisor, under normal
circumstances, votes proxies in accordance with its Guidelines. If the Advisor
departs from the Guidelines with respect to a particular proxy or if the
Guidelines do not specifically address a certain proxy proposal, a proxy voting
committee established by the Advisor will vote the proxy. Before voting any such
proxy, however, the Advisor's conflicts review committee will conduct an
investigation to determine whether any potential conflicts of interest exist in
connection with the particular proxy proposal. If the conflicts review committee
determines that the Advisor has a material conflict of interest, or certain
individuals on the proxy voting committee should be recused from participating
in a particular proxy vote, it will inform the proxy voting committee. If
notified that the Advisor has a material conflict, or fewer than three voting
members are eligible to participate in the proxy vote, typically the Advisor
will engage an independent third party to vote the proxy or follow the proxy
voting recommendations of an independent third party.

Under certain circumstances, the Advisor may not be able to vote proxies or the
Advisor may find that the expected economic costs from voting outweigh the
benefits associated with voting. For example, the Advisor may not vote proxies
on certain foreign securities due to local restrictions or customs. The Advisor
generally does not vote proxies on securities subject to share blocking
restrictions.


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-scudder.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,
2007 are incorporated herein by reference to the Fund's Annual Report, which has
been filed with the SEC, dated December 31, 2007.


                             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


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.

<PAGE>




                                     PART C

                                OTHER INFORMATION

<TABLE>
<CAPTION>
Item 23           Exhibits
-------           --------
             <S>        <C>       <C>
             (a)      (1)    Articles of Amendment and Restatement, dated June 23, 2006, incorporated by reference
                             to Post-Effective Amendment No. 42 to Registrant's Registration Statement on Form
                             N-1A, filed with the Securities and Exchange Commission via EDGAR on August 1, 2006.

             (b)      (1)    Amended and Restated Bylaws, dated June 27, 2006, is incorporated by reference to
                             Post-Effective Amendment No. 42 to Registrant's Registration Statement on Form N-1A,
                             filed with the Securities and Exchange Commission via EDGAR on August 1, 2007.

             (c)             Instruments Defining Rights of Security Holders with respect to Prime Series Shares is
                             incorporated by reference to Exhibit (1)(a) (Articles of Incorporation) and Exhibit 2
                             (By-Laws) to Post-Effective Amendment No. 27 to Registrant's Registration Statement on
                             Form N-1A (File No. 2-72658), filed with the Securities and Exchange Commission via
                             EDGAR (Accession No. 950116-96-000690) on July 30, 1996.


             (d)      (1)    Investment Management Agreement between the Registrant and Deutsche Investment
                             Management Americas Inc., dated June 1, 2006 as amended April 1, 2007, filed with the
                             Securities and Exchange Commission via EDGAR (Accession No. 0000088053-07-000650) on
                             June 1, 2007.

             (e)      (1)    Shareholder Service Plan with respect to the Prime Series incorporated by reference to
                             Post-Effective Amendment No. 36 to Registrant's Registration Statement on Form N-1A
                             (File No. 2-72658), filed with the Securities and Exchange Commission via EDGAR on
                             July 30, 2001.

                      (2)    Distribution Agreement dated August 19, 2002, between Registrant and Scudder
                             Distributors, Inc., incorporated by reference to Post-Effective No. 38 to Registrant's
                             Registration Statement on Form N-1A (File No. 2-72658), filed with the Securities and
                             Exchange Commission via EDGAR on July 29, 2003.

             (f)             Not Applicable

             (g)      (1)    Master Custodian Agreement with State Street Bank and Trust Company, dated March 22,
                             2007, is incorporated by reference to Post-Effective Amendment No. 42 to Registrant's
                             Registration Statement on Form N-1A, filed with the Securities and Exchange Commission
                             via EDGAR on August 1, 2007.

             (h)      (1)    Amended Administrative Services Agreement between the Registrant and Deutsche
                             Investment Management Americas Inc., dated June 1, 2006, as revised as of October 1,
                             2007 is filed herein.

                      (2)    Transfer Agency and Service Agreement, dated June 1, 2006, between the Registrant and
                             DWS Scudder Investments Service Company is filed herein.

                      (3)    Form of Mutual Fund Rule 22c-2 Information Sharing Agreement between DWS Scudder
                             Distributors, Inc. and certain financial intermediaries, is incorporated by reference
                             to Post-Effective Amendment No. 42 to Registrant's Registration Statement on Form
                             N-1A, filed with the Securities and Exchange Commission via EDGAR on August 1, 2007.


                                       2
<PAGE>

                      (4)    Form of Expense Limitation Agreement, dated October 1, 2007, between the Registrant
                             and Deutsche Investment Management Americas Inc. is filed herein.

             (i)             Opinions of Counsel, two opinions incorporated by reference to Post-Effective No. 39
                             to Registrant's Registration Statement on Form N-1A (File No. 2-72658), filed with the
                             Securities and Exchange Commission via EDGAR on July 28, 2004.

             (j)             Consent of Independent Registered Public Accounting Firm is filed herein.

             (k)             Not Applicable.

             (l)             Not Applicable.

             (m)      (1)    Distribution Plan with respect to BT Alex. Brown Cash Reserve Prime Shares (now known
                             as Deutsche Bank Alex. Brown Cash Reserve Prime Shares)  incorporated by reference to
                             Exhibit (15)(a) to Post-Effective Amendment No. 30 to Registrant's Registration
                             Statement on Form N-1A (File No. 2-72658), filed with the Securities and Exchange
                             Commission via EDGAR (Accession No. 950116-98-001581) on July 29, 1998.

             (n)      (1)    Registrant's 18f-3 Plan incorporated by reference to Exhibit (18)(a) to Post-Effective
                             Amendment No. 27 to Registrant's Registration Statement on Form N-1A (File
                             No. 2-72658), filed with the Securities and Exchange Commission via EDGAR (Accession
                             No. 950116-96-000690) on July 29, 1996.

                      (2)    Registrant's Amended 18f-3 Plan incorporated by reference to Exhibit (18)(b) to
                             Post-Effective Amendment No. 29 to Registrant's Registration Statement on Form N-1A
                             (File No. 2-72658), filed with the Securities and Exchange Commission via EDGAR
                             (Accession No. 950116-97-001360) on July 29, 1997.

                      (3)    Registrant's 18f-3 Plan, with exhibits through March 27, 1998 incorporated by
                             reference to Exhibit (18)(c) to Post-Effective Amendment No. 30 to Registrant's
                             Registration Statement on Form N-1A (File No. 2-72658), filed with the Securities and
                             Exchange Commission via EDGAR (Accession No. 950116-98-001581) on July 29, 1998.

                      (4)    Registrant's Amended 18f-3 Plan, incorporated by reference to Post-Effective No. 34 to
                             Registrant's Registration Statement on Form N-1A (File No. 2-72658), filed with the
                             Securities and Exchange Commission via EDGAR on July 28, 2000.

                      (5)    Registrant's Amended 18f-3 Plan, incorporated by reference to Post-Effective Amendment
                             No. 36 to Registrant's Registration Statement on Form N-1A (File No. 2-72658), filed
                             with the Securities and Exchange Commission via EDGAR (Accession
                             No. 0000950109-01-502422) on July 30, 2001.

             (p)      (1)    Code of Ethics for Deutsche Asset Management -- U.S., effective January 1, 2008 is
                             filed herein.

                      (2)    Consolidated Code of Ethics - All Funds is incorporated by reference to Post-Effective
                             No. 41 to Registrant's Registration Statement on Form N-1A (File No. 2-72658), filed
                             with the Securities and Exchange Commission via EDGAR on June 2, 2006.
</TABLE>

                                       3
<PAGE>

Item 24           Persons Controlled by or under Common Control With Registrant
-------           -------------------------------------------------------------

                  Furnish  a  list  or  diagram  of  all  persons   directly  or
                  indirectly  controlled  by or under  common  control  with the
                  Registrant  and  as to  each  such  person  indicate  (1) if a
                  company,  the state or other sovereign power under the laws of
                  which  it is  organized,  and (2)  the  percentage  of  voting
                  securities  owned or other basis of control by the person,  if
                  any, immediately controlling it.

                  None.

Item 25           Indemnification
-------           ---------------

                  State the  general  effect of any  contract,  arrangements  or
                  statute  under which any  director,  officer,  underwriter  or
                  affiliated  person of the Registrant is insured or indemnified
                  in any manner  against any liability  which may be incurred in
                  their official capacity,  other than insurance provided by any
                  director,  officer, affiliated person or underwriter for their
                  own protection.

                  Sections a, b, c and d of Article IX of Registrant's  Articles
                  of Incorporation  included as Exhibit (a) to this Registration
                  Statement and  incorporated  herein by  reference,  provide as
                  follows:

                  (a)      To  the  fullest  extent  that   limitations  on  the
                           liability of directors  and officers are permitted by
                           the Maryland General  Corporation Law, no director or
                           officer of the  Corporation  shall have any liability
                           to the Corporation or its  stockholders  for damages.
                           This  limitation  on  liability   applies  to  events
                           occurring  at the time a person  serves as a director
                           or  officer  of the  Corporation  whether or not such
                           person is a  director  or  officer at the time of any
                           proceeding in which liability is asserted.

                  (b)      The Corporation shall indemnify and advance expenses
                           to its currently acting and its former directors to
                           the fullest extent that indemnification of directors
                           is permitted by the Maryland General Corporation Law.
                           The Corporation shall indemnify and advance expenses
                           to its officers to the same extent as its directors
                           and to such further extent as is consistent with law.
                           The Board of Directors may By-Law, resolution or
                           agreement make further provisions for indemnification
                           of directors, officers, employees and agents to the
                           fullest extent permitted by the Maryland General
                           Corporation Law.

                  (c)      No provision  of this  Article  shall be effective to
                           protect any  director  or officer of the  Corporation
                           against  any  liability  to  the  Corporation  or its
                           security  holders  to  which he  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 office.

                  (d)      References to the Maryland General Corporation Law in
                           this  Article  are to the  law as  from  time to time
                           amended.  No further  amendment  to the  Articles  of
                           Incorporation  of the  Corporation  shall  affect any
                           right of any person under this  Article  based on any
                           event,   omission   or   proceeding   prior  to  such
                           amendment.

                  Insofar as indemnification for liability arising under the
                  Securities Act of 1933 may be permitted to directors, officers
                  and controlling persons of the Registrant pursuant to the
                  foregoing provisions or otherwise, the Registrant has been
                  advised that in the opinion of the Securities and Exchange
                  Commission such indemnification is against public policy as
                  expressed in the Act and is, therefore unenforceable. In the
                  event that a claim for indemnification against such
                  liabilities (other than the payment by the Registrant of
                  expenses incurred or paid by a director, officer or
                  controlling person of the Registrant in the successful defense
                  of any action, suit or proceeding) is asserted by such
                  director, officer or controlling person in connection with the
                  securities being registered, the Registrant will, unless in
                  the opinion of its counsel the matter has been settled by
                  controlling precedent, submit to a court of appropriate
                  jurisdiction the question whether such indemnification by it
                  is against public policy as expressed in the Investment
                  Company Act of 1940 and will be governed by the final
                  adjudication of such issue. In the absence of a determination
                  by a court of


                                       4
<PAGE>

                  competent jurisdiction, the determinations that
                  indemnification against such liabilities is proper, and
                  advances can be made, are made by a majority of a quorum of
                  the disinterested, non-party directors of the Fund, or an
                  independent legal counsel in a written opinion, based on
                  review of readily available facts.

                  In recognition of its undertaking to indemnify the Registrant,
                  Deutsche Investment Management Americas Inc. ("DIMA") has also
                  agreed, subject to applicable law and regulation, to indemnify
                  and hold harmless each of the Non-interested Trustees against
                  any and all loss, damage, liability and expense, including
                  without limitation the advancement and payment as incurred of
                  reasonable fees and expenses of counsel and consultants, and
                  other customary costs and expenses incurred by the
                  Non-interested Trustees, arising from the Private Litigation
                  and Enforcement, including without limitation:

                  1. all reasonable legal and other expenses incurred by the
                  Non-interested Trustees in connection with the Private
                  Litigation and Enforcement Actions, and any actions that may
                  be threatened or commenced in the future by any person
                  (including any governmental authority), arising from or
                  similar to the matters alleged in the Private Litigation and
                  Enforcement Actions, including without limitation expenses
                  related to the defense of, service as a witness in, or
                  monitoring of such proceedings or actions;

                  2. all liabilities and expenses incurred by any Non-interested
                  Trustee in connection with any judgment resulting from, or
                  settlement of, any such proceeding, action or matter;

                  3. any loss or expense incurred by any Non-interested Trustee
                  as a result of the denial of, or dispute about, any insurance
                  claim under, or actual or purported rescission or termination
                  of, any policy of insurance arranged by DIMA (or by a
                  representative of DIMA acting as such, acting as a
                  representative of the Registrant or of the Non-interested
                  Trustees or acting otherwise) for the benefit of the
                  Non-interested Trustee, to the extent that such denial,
                  dispute or rescission is based in whole or in part upon any
                  alleged misrepresentation made in the application for such
                  policy or any other alleged improper conduct on the part of
                  DIMA, any of its corporate affiliates, or any of their
                  directors, officers or employees;

                  4. any loss or expense incurred by any Non-interested Trustee,
                  whether or not such loss or expense is otherwise covered under
                  the terms of a policy of insurance, but for which the
                  Non-interested Trustee is unable to obtain advancement of
                  expenses or indemnification under that policy of insurance,
                  due to the exhaustion of policy limits which is due in whole
                  or in part to DIMA or any affiliate thereof having received
                  advancement of expenses or indemnification under that policy
                  for or with respect to a matter which is the subject of the
                  indemnification agreement; provided, however, the total amount
                  which DIMA will be obligated to pay under this provision for
                  all loss or expense, will not exceed the amount that DIMA and
                  any of its affiliate actually receive under that policy or
                  insurance for or with respect to a matter which is the subject
                  of the indemnification agreement; and

                  5. all liabilities and expenses incurred by any Non-interested
                  Trustee in connection with any proceeding or action to enforce
                  his or her rights under the agreement, unless DIMA prevails on
                  the merits of any such dispute in a final, nonappealable court
                  order.

                  DIMA is not required to pay costs or expenses or provide
                  indemnification to or for any individual Non-interested
                  Trustee (i) with respect to any particular proceeding or
                  action as to which the Board of the Registrant has determined
                  that such Non-interested Trustee ultimately will not be
                  entitled to indemnification with respect thereto, or (ii) for
                  any liability of the Non-interested Trustee to the Registrant
                  or its shareholders to which such Non-interested Trustee would
                  otherwise be subject by reason of willful misfeasance, bad
                  faith, gross negligence, or reckless disregard of the
                  Non-interested Trustee's duties as a Trustee of the Registrant
                  as determined in a final adjudication in such proceeding or
                  action. In addition, to the extent that DIMA has paid costs or
                  expenses under the agreement to any individual Non-interested
                  Trustee with respect to a particular


                                       5
<PAGE>

                  proceeding or action, and there is a final adjudication in
                  such proceeding or action of the Non-interested Trustee's
                  liability to the Registrant or its shareholders by reason of
                  willful misfeasance, bad faith, gross negligence, or reckless
                  disregard of the Non-interested Trustee's duties as a Trustee
                  of the Registrant, such Non-interested Trustee has undertaken
                  to repay such costs or expenses to DIMA.

Item 26           Business and Other Connections of Investment Advisor
-------           ----------------------------------------------------

                  During the last two fiscal years, no director or officer of
                  Deutsche Investment Management Americas Inc., the investment
                  advisor, has engaged in any other business, profession,
                  vocation or employment of a substantial nature other than that
                  of the business of investment management and, through
                  affiliates, investment banking.

Item 27           Principal Underwriters
-------           ----------------------

                  (a)

                  DWS Scudder Distributors, Inc. acts as principal underwriter
                  of the Registrant's shares and acts as principal underwriter
                  for registered open-end management investment companies other
                  funds managed by Deutsche Investment Management Americas Inc.

                  (b)

                  Information on the officers and directors of DWS Scudder
                  Distributors, Inc., principal underwriter for the Registrant,
                  is set forth below. The principal business address is 222
                  South Riverside Plaza, Chicago, Illinois 60606.

<TABLE>
<CAPTION>
                      (1)                             (2)                                  (3)
          DWS Scudder Distributors, Inc.
          Name and Principal             Positions and Offices with               Positions and
          Business Address               DWS Scudder Distributors, Inc.           Offices with Registrant
          ----------------               ------------------------------           -----------------------
                <S>                                      <C>                            <C>
          Philipp Hensler                Director, Chairman of the Board and      None
          345 Park Avenue                CEO
          New York, NY 10154

          Michael Colon                  Director and Chief Operating Officer     None
          345 Park Avenue
          New York, NY 10154

          Thomas Winnick                 Director and President                   None
          345 Park Avenue
          New York, NY 10154

          Cliff Goldstein                Chief Financial Officer and Treasurer    None
          60 Wall Street
          New York, NY 10005

          Robert Froehlich               Vice President                           None
          222 South Riverside Plaza
          Chicago, IL 60606


                                       6
<PAGE>
                      (1)                             (2)                                  (3)
          DWS Scudder Distributors, Inc.
          Name and Principal             Positions and Offices with               Positions and
          Business Address               DWS Scudder Distributors, Inc.           Offices with Registrant
          ----------------               ------------------------------           -----------------------

          Paul Schubert                  Vice President                           Chief Financial Officer
          345 Park Avenue                                                         and Treasurer
          New York, NY 10154

          Mark Perrelli                  Vice President                           None
          222 South Riverside Plaza
          Chicago, IL 60606

          Donna White                    Chief Compliance Officer                 None
          345 Park Avenue
          New York, NY 10154

          Jason Vazquez                  Vice President and AML Compliance        AML Compliance Officer
          345 Park Avenue                Officer
          New York, NY 10154

          Caroline Pearson               Secretary                                Assistant Secretary
          Two International Place
          Boston, MA 02110

          Philip J. Collora              Assistant Secretary                      None
          222 South Riverside Plaza
          Chicago, IL 60606

          Anjie LaRocca                  Assistant Secretary                      None
          345 Park Avenue
          New York, NY 10154

         (c)      Not applicable


Item 28           Location of Accounts and Records
-------           --------------------------------

                  Cash Reserve Fund, Inc.                                345 Park Avenue
                  (Registrant)                                           New York, NY  10154

                  Deutsche Investment Management Americas Inc.           345 Park Avenue
                  (Advisor and Administrator)                            New York, NY  10154

                  DWS Scudder Investments Service Company                222 South Riverside Plaza
                  (Transfer Agent)                                       Chicago, IL 60606

                  State Street Bank & Trust                              One Heritage Drive - JPB/2N
                  Company (Sub-Administrator/ Accounting Agent and       North Quincy, MA 02171
                  Custodian)

                  DWS Scudder Distributors, Inc.                         222 South Riverside Plaza
                  (Distributor)                                          Chicago, IL 60606


                                       7
<PAGE>

                  DST Systems, Inc.                                      333 West 11th Street, 5th Floor
                  (Sub-Transfer Agent)                                   Kansas City, MO 64105
</TABLE>


Item 29           Management Services
-------           -------------------

                  Furnish  a  summary  of  the  substantive  provisions  of  any
                  management related service contract not discussed in Part I of
                  this  Form  (because  the  contract  was  not  believed  to be
                  material to a purchaser of securities of the Registrant) under
                  which services are provided to the Registrant,  indicating the
                  parties to the  contract,  the total dollars paid and by whom,
                  for the last three fiscal years.

                  None.

Item 30           Undertakings
-------           ------------

                  None.


                                       8
<PAGE>

                                   SIGNATURES
                                   ----------


         Pursuant to the requirements of the Securities Act of 1933 and the
Investment Company Act of 1940, the Registrant certifies that it meets all of
the requirements for effectiveness of this Registration Statement pursuant to
Rule 485(b) under the Securities Act of 1933 and has duly caused this amendment
to its Registration Statement to be signed on its behalf by the undersigned,
thereto duly authorized, in the City of New York and the State of New York on
the 15th day of April 2008.

                                                  CASH RESERVE FUND, INC.

                                                  By:  /s/Michael G. Clark
                                                       ______________________
                                                       Michael G. Clark

         Pursuant to the requirements of the Securities Act of 1933, this
Post-Effective Amendment to its Registration Statement has been signed below by
the following persons in the capacities and on the dates indicated:

<TABLE>
<CAPTION>
SIGNATURE                                  TITLE                                        DATE
---------                                  -----                                        ----
<S>                                               <C>                                               <C>
/s/Michael G. Clark
-------------------------------------
Michael G. Clark                           President                                    April 15, 2008

/s/Paul H. Schubert
-------------------------------------
Paul H. Schubert                           Chief Financial Officer and Treasurer        April 15, 2008

/s/John W. Ballantine
-------------------------------------
John W. Ballantine*                        Director                                     April 15, 2008

/s/Henry P. Becton, Jr.
-------------------------------------
Henry P. Becton, Jr.*                      Director                                     April 15, 2008

/s/Dawn-Marie Driscoll
-------------------------------------
Dawn-Marie Driscoll*                       Chairperson and Director                     April 15, 2008

/s/Keith R. Fox
-------------------------------------
Keith R. Fox*                              Director                                     April 15, 2008

/s/Paul K. Freeman
-------------------------------------
Paul K. Freeman*                           Vice Chairperson and Director                April 15, 2008

/s/Kenneth C. Froewiss
-------------------------------------
Kenneth C. Froewiss*                       Director                                     April 15, 2008

/s/Richard J. Herring
-------------------------------------
Richard J. Herring*                        Director                                     April 15, 2008

/s/William McClayton
-------------------------------------
William McClayton*                         Director                                     April 15, 2008

/s/Rebecca W. Rimel
-------------------------------------
Rebecca W. Rimel*                          Director                                     April 15, 2008

/s/William N. Searcy, Jr.
-------------------------------------
William N. Searcy, Jr.*                    Director                                     April 15, 2008

<PAGE>
SIGNATURE                                  TITLE                                        DATE
---------                                  -----                                        ----

/s/Jean Gleason Stromberg
-------------------------------------
Jean Gleason Stromberg*                    Director                                     April 15, 2008

/s/Robert H. Wadsworth
-------------------------------------
Robert H. Wadsworth*                       Director                                     April 15, 2008

/s/Axel Schwarzer
-------------------------------------
Axel Schwarzer*                            Director                                     April 15, 2008
</TABLE>

*By:     /s/Caroline Pearson
         ------------------------------
         Caroline Pearson**
         Assistant Secretary

** Attorney-in-fact pursuant to the powers of attorney as filed herein.



                                       2



<PAGE>
                                   SIGNATURES
                                   ----------

Pursuant  to the  requirements  of the  Investment  Company  Act of  1940,  CASH
MANAGEMENT  PORTFOLIO has duly caused this Amendment No. 24 to the  Registration
Statement  on Form N-1A to be signed on its behalf by the  undersigned,  thereto
duly  authorized,  in the City of New York and the State of New York on the 15th
day of April 2008.

                            CASH MANAGEMENT PORTFOLIO

                           By:  /s/ Michael Clark
                                ---------------------------------------
                                Michael Clark
                                President





<PAGE>

                             CASH RESERVE FUND, INC.

                                Power of Attorney

KNOW ALL PERSONS BY THESE PRESENTS, that the following persons, whose signatures
appear below, do hereby constitute and appoint Thomas Connors, John Millette and
Caroline  Pearson,  and each of them,  severally,  or if more than one  acts,  a
majority of them,  their true and lawful  attorney and agent to execute in their
name,  place and stead (in such  capacity) any and all amendments to enable CASH
RESERVE FUND,  INC. (the "Fund") to comply with the  Securities  Act of 1933, as
amended (the "1933 Act") and the Investment Company Act of 1940, as amended (the
"1940 Act"),  and any rules,  regulations or  requirements of the Securities and
Exchange   Commission  in  respect  thereof,   in  connection  with  the  Fund's
Registration  Statement on Form N-1A  pursuant to the 1933 Act and the 1940 Act,
together with any and all pre- and post-effective amendments thereto,  including
specifically,  but without  limiting the generality of the foregoing,  the power
and authority to sign in the name and on behalf of the undersigned as a director
of the  Fund  such  Registration  Statement  and  any  and  all  such  pre-  and
post-effective  amendments  filed with the  Securities  and Exchange  Commission
under the 1933 Act and the 1940  Act,  and any other  instruments  or  documents
related  thereto,  and the  undersigned  does hereby ratify and confirm all that
said  attorney-in-fact  and  agent,  or  either of them or their  substitute  or
substitutes, shall lawfully do or cause to be done by virtue hereof.

<TABLE>
<CAPTION>
---------------------------------------------------------- ----------------------------- -----------------------------------
SIGNATURES                                                 TITLE                         DATE
---------------------------------------------------------- ----------------------------- -----------------------------------
<S>                                                          <C>                                <C>
/s/John W. Ballantine                                      Director                      April 1, 2008
John W. Ballantine
---------------------------------------------------------- ----------------------------- -----------------------------------

/s/Henry P. Becton, Jr.                                    Director                      April 1, 2008
Henry P. Becton, Jr.
---------------------------------------------------------- ----------------------------- -----------------------------------

/s/Dawn-Marie Driscoll                                     Director                      April 1, 2008
Dawn-Marie Driscoll
---------------------------------------------------------- ----------------------------- -----------------------------------

/s/Keith R. Fox                                            Director                      April 1, 2008
Keith R. Fox
---------------------------------------------------------- ----------------------------- -----------------------------------

/s/Paul K. Freeman                                         Director                      April 1, 2008
Paul K. Freeman
---------------------------------------------------------- ----------------------------- -----------------------------------

/s/Kenneth C. Froewiss                                     Director                      April 1, 2008
Kenneth C. Froewiss
---------------------------------------------------------- ----------------------------- -----------------------------------

/s/Richard J. Herring                                      Director                      April 1, 2008
Richard J. Herring
---------------------------------------------------------- ----------------------------- -----------------------------------

/s/William McClayton                                       Director                      April 1, 2008
William McClayton
---------------------------------------------------------- ----------------------------- -----------------------------------

/s/Rebecca W. Rimel                                        Director                      April 1, 2008
Rebecca W. Rimel
---------------------------------------------------------- ----------------------------- -----------------------------------

/s/William N. Searcy, Jr.                                  Director                      April 1, 2008
William N. Searcy, Jr.
---------------------------------------------------------- ----------------------------- -----------------------------------

/s/Jean Gleason Stromberg                                  Director                      April 1, 2008
Jean Gleason Stromberg
---------------------------------------------------------- ----------------------------- -----------------------------------

/s/Robert H. Wadsworth                                     Director                      April 1, 2008
Robert H. Wadsworth
---------------------------------------------------------- ----------------------------- -----------------------------------

/s/Axel Schwarzer                                          Director                      April 1, 2008
Axel Schwarzer
---------------------------------------------------------- ----------------------------- -----------------------------------
</TABLE>

<PAGE>



                                                     1933 Act File No. 002-72658
                                                     1940 Act File No. 811-03196



                       SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549




                                    EXHIBITS

                                       TO

                                    FORM N-1A



                         POST-EFFECTIVE AMENDMENT NO. 45

                            TO REGISTRATION STATEMENT

                                      UNDER

                           THE SECURITIES ACT OF 1933

                                       AND

                                AMENDMENT NO. 46

                            TO REGISTRATION STATEMENT

                                      UNDER

                       THE INVESTMENT COMPANY ACT OF 1940


                             CASH RESERVE FUND, INC.


                                       9
<PAGE>

                                  EXHIBIT INDEX

                             CASH RESERVE FUND, INC.
                             -----------------------

                                     (h)(1)
                                     (h)(2)
                                     (h)(4)
                                       (j)
                                     (p)(1)





                                       10