SUPPLEMENT TO THE CURRENTLY EFFECTIVE PROSPECTUSES

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


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

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

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

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

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


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


<PAGE>

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

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

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

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

               Please Retain This Supplement for Future Reference

May 1, 2009
MONEY-3606
                                       2


<PAGE>

PROSPECTUS

August 1, 2009


CAPITAL ASSETS FUNDS
SHARES

MONEY MARKET PORTFOLIO

GOVERNMENT & AGENCY SECURITIES
PORTFOLIO

TAX-EXEMPT PORTFOLIO

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     Money Market Portfolio
 10     Government & Agency
        Securities Portfolio
 16     Tax-Exempt Portfolio
 23     Other Policies
 24     Who Manages and Oversees
        the Portfolios


</TABLE>
<TABLE>
<S>     <C>
 26     Financial Highlights

HOW TO INVEST IN THE PORTFOLIOS
 30     Policies You Should Know
        About
 39     Understanding Distributions
        and Taxes
 41     Appendix
</TABLE>

<PAGE>


<TABLE>
<S>                           <C>
                                Capital Assets Funds
                              Shares
  ticker symbol                 CAMXX
    fund number                 426

    MONEY MARKET PORTFOLIO


</TABLE>

            THE PORTFOLIO'S MAIN INVESTMENT STRATEGY

            The portfolio seeks maximum current income consistent with
            stability of capital.

            The portfolio pursues its objective by investing exclusively in
            high quality short-term securities, as well as certain repurchase
            agreements that are backed by high-quality securities.

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

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

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

            -  Portfolio securities are denominated in US dollars and have
               remaining maturities of 12 months or less at the time of
               purchase. The portfolio may also invest in securities that have
               the effect of reducing their maturities to 12 months or less at
               the time of purchase

            -  The portfolio 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;


                                                     Money Market Portfolio  | 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 portfolio may invest in high quality, short-term, US dollar
            denominated money market instruments paying a fixed, variable or
            floating interest rate. These include:

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

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

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

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

            The portfolio may buy securities from many types of issuers,
            including the US government, US and foreign banks, corporations and
            municipalities. The portfolio will normally invest at least 25% of
            its total assets in bank obligations.

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


4 | Money Market Portfolio
<PAGE>

            Working in consultation with portfolio management, a credit team
            screens potential securities and develops a list of those that the
            portfolio may buy. Portfolio management, looking for attractive
            yield and weighing considerations such as credit quality, economic
            outlooks and possible interest rate movements, then decides which
            securities on this list to buy. Portfolio management may adjust the
            portfolio'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 PORTFOLIO

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

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

            INTEREST RATE RISK. Money market instruments, like all debt
            securities, face the risk that the securities will decline in value
            because of changes in interest rates. Generally, investments
            subject to interest rate risk will decrease in value when interest
            rates rise and increase in value when interest rates decline. To
            reduce such price fluctuations, the portfolio limits the
            dollar-weighted average maturity of the securities held by the
            portfolio 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.


                                                     Money Market Portfolio  | 5
<PAGE>

            CREDIT RISK. A money market instrument's credit quality depends on
            the issuer's ability to pay interest on the security and repay the
            debt; the lower the credit rating, the greater the risk that the
            security's issuer will default, or fail to meet its payment
            obligations. The credit risk of a security may also depend on the
            credit quality of any bank or financial institution that provides
            credit enhancement for it. To reduce credit risk, the portfolio
            only buys high quality securities. Also, the portfolio only buys
            securities with remaining maturities of 12 months or less. This
            reduces the risk that the issuer's creditworthiness will change
            before such obligations are due, 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 portfolio invests in short-term
            securities, which by their nature are relatively stable
            investments, the risk remains that the securities in which the
            portfolio invests will not perform as expected. This could cause
            the portfolio's returns to lag behind those of similar money market
            mutual funds.

            REPURCHASE AGREEMENT RISK. A repurchase agreement exposes the
            portfolio to the risk that the party that sells the securities may
            default on its obligation to repurchase them. In this circumstance,
            the portfolio 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.

6 | Money Market Portfolio
<PAGE>

            The portfolio seeks to reduce this risk by monitoring the
            creditworthiness of the sellers with whom it enters into repurchase
            agreements. The portfolio 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.

            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 portfolio may have to
            reinvest the proceeds at lower interest rates. Thus, prepayment may
            reduce the portfolio'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 portfolio 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.


                                                     Money Market Portfolio  | 7
<PAGE>

THE PORTFOLIO'S PERFORMANCE HISTORY

While a portfolio'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 portfolio has varied from year
to year, which may give some idea of risk. The table shows how the portfolio's
returns over different periods average out. The "total return" of a portfolio
is the change in the value of an investment in the portfolio over a given
period. Average annual returns are calculated by averaging the year-by-year
returns of the portfolio over a given period. All figures include the effects
of the portfolio'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 portfolio over a seven-day period. This amount is then
annualized, which means that we assume the portfolio generates the same income
every week for a year. To learn the current yield, investors may call (800)
231-8568.

In the bar chart and the table, the performance figures prior to May 13, 2005
are based on the historical performance of the portfolio's Institutional Money
Market Shares adjusted to reflect the higher total annual operating expenses of
Capital Assets Funds Shares. Although the portfolio's Institutional Money
Market Shares are not offered in this prospectus, they are invested in the same
portfolio and the annual total returns differ to the extent that the classes
have different fees and expenses.

Money Market Portfolio

ANNUAL TOTAL RETURN (%) AS OF 12/31 EACH YEAR - Capital Assets Funds Shares

[BAR GRAPHIC OMITTED HERE]

[BAR GRAPHIC DATA]

<TABLE>
<S>       <C>       <C>       <C>       <C>       <C>       <C>       <C>     <C>
 5.62      3.35      0.88      0.24      0.44      2.30      4.11     4.45     2.06
2000      2001      2002      2003      2004      2005      2006      2007    2008
</TABLE>





<TABLE>
<CAPTION>
2009 TOTAL RETURN AS OF JUNE 30: 0.08%
<S>                                        <C>
FOR THE PERIODS INCLUDED IN THE BAR CHART:
BEST QUARTER: 1.46%, Q3 2000               WORST QUARTER: 0.03%, Q3 2003
</TABLE>


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



<TABLE>
<CAPTION>
      1 YEAR          5 YEARS      SINCE INCEPTION*
<S>                  <C>          <C>
            2.06         2.66             2.75
</TABLE>


 *   Commencement of operations for the portfolio's Institutional Money Market
     Shares was on January 22, 1999.

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

8 | Money Market Portfolio
<PAGE>

 Ridge Clearing and Outsourcing Solutions, Inc., the sole sub-distributor of
 Capital Assets Funds Shares, may periodically waive fees in order to maintain
 minimum yield levels. These waivers may be changed or terminated at any time
 without notice. For more recent performance information, contact the financial
 services firm from which you obtained this prospectus.


HOW MUCH INVESTORS PAY

The table below describes the fees and expenses that you may pay if you buy and
hold portfolio 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                               0.16%
 Distribution/Service (12b-1) Fee             0.33
 Other Expenses                               0.55
 TOTAL ANNUAL OPERATING EXPENSES              1.04
 Less Expense Waiver/Reimbursement 1          0.03
 NET ANNUAL OPERATING EXPENSES 1              1.01
</TABLE>


1    Through July 31, 2010, the Advisor has contractually agreed to waive all or
     a portion of its management fee and reimburse or pay operating expenses of
     the portfolio to the extent necessary to maintain the portfolio's Capital
     Assets Funds Shares total annual operating expenses at a level no higher
     than 1.01% of average daily net assets, excluding certain expenses such as
     extraordinary expenses, taxes, brokerage and interest.

Based on the costs above (including one year of capped expenses in each
period), this example helps you compare the expenses of the share class 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>
 $103              $328         $571       $1,268
</TABLE>



                                                     Money Market Portfolio  | 9
<PAGE>


<TABLE>
<S>                                             <C>
                                                  Capital Assets Funds
                                                Shares
  ticker symbol                                   CAAXX
    fund number                                   428

    GOVERNMENT & AGENCY SECURITIES PORTFOLIO


</TABLE>

            THE PORTFOLIO'S MAIN INVESTMENT STRATEGY

            The portfolio seeks to provide maximum current income
            consistent with stability of capital.

            The portfolio pursues its objective by investing in US Treasury
            bills, notes, bonds and other obligations issued or guaranteed by
            the US government, its agencies or instrumentalities and repurchase
            agreements backed by these securities. The portfolio may invest up
            to 10% of its total assets in other money market mutual funds in
            accordance with applicable regulations. The Board will provide
            shareholders with at least 60 days' notice prior to making any
            changes to the portfolio's policy of investing exclusively in these
            securities.

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

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

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


10 | Government & Agency Securities Portfolio
<PAGE>

            Principal investments

            The portfolio primarily invests in the following types of
            investments:

            -  US Treasury bills, notes, bonds and other obligations issued by
               the US government, its agencies and instrumentalities. For
               certain securities the US government guarantees the timely
               payment of interest and principal, but it does not guarantee the
               market value of these obligations.

            -  Repurchase agreements for which the portfolio buys securities at
               one price with a simultaneous agreement to sell back the
               securities at a future date at an agreed-upon price.

            The portfolio may invest in floating and variable rate instruments
            (obligations that do not bear interest at fixed rates).

            Working in consultation with portfolio management, a credit team
            screens potential securities and develops a list of those that the
            portfolio may buy. Portfolio management, looking for attractive
            yield and weighing considerations such as credit quality, economic
            outlooks and possible interest rate movements, then decides which
            securities on this list to buy. Portfolio management may adjust the
            portfolio'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 PORTFOLIO

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

            MONEY MARKET FUND RISK. An investment in the portfolio is not
            insured or guaranteed by the FDIC or any other government agency.
            Although the portfolio 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 portfolio. The share
            price of money market funds can fall below the $1.00 share price.
            You should not rely on or expect the Advisor to enter into support
            agreements or take other actions to maintain the portfolio's $1.00
            share price. The credit quality of the portfolio's holdings can
            change rapidly in certain markets, and the default of a single
            holding could have an


                                  Government & Agency Securities Portfolio  | 11
<PAGE>

            adverse impact on the portfolio's share price. The portfolio's
            share price can also be negatively affected during periods of high
            redemption pressures and/or illiquid markets. The actions of a few
            large investors in the portfolio may have a significant adverse
            effect on the share price of the portfolio.

            INTEREST RATE RISK. Money market instruments, like all debt
            securities, face the risk that the securities will decline in value
            because of changes in interest rates. Generally, investments
            subject to interest rate risk will decrease in value when interest
            rates rise and increase in value when interest rates decline. To
            reduce such price fluctuations, the portfolio limits the
            dollar-weighted average maturity of the securities held by the
            portfolio 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. Because of the portfolio's high credit
            standards, its yield may be lower than the yields of money funds
            that do not limit their investments to US government and agency
            securities.

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

            REPURCHASE AGREEMENT RISK. A repurchase agreement exposes the
            portfolio to the risk that the party that sells the securities may
            default on its obligation to repurchase them. In this circumstance,
            the portfolio 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.

12 | Government & Agency Securities Portfolio
<PAGE>

            The portfolio seeks to reduce this risk by monitoring the
            creditworthiness of the sellers with whom it enters into repurchase
            agreements. The portfolio 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.

            CREDIT RISK. If a portfolio security declines in credit quality or
            goes into default, it could hurt the portfolio's performance.
            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.
            Other securities are backed by the full faith and credit of the US
            government.


                                  Government & Agency Securities Portfolio  | 13
<PAGE>

THE PORTFOLIO'S PERFORMANCE HISTORY

While a portfolio'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 portfolio has varied from year
to year, which may give some idea of risk. The table shows how the portfolio's
returns over different periods average out. The "total return" of a portfolio
is the change in the value of an investment in the portfolio over a given
period. Average annual returns are calculated by averaging the year-by-year
returns of the portfolio over a given period. All figures include the effects
of the portfolio'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 portfolio over a seven-day period. This amount is then
annualized, which means that we assume the portfolio generates the same income
every week for a year. To learn the current yield, investors may call (800)
231-8568.

Government & Agency Securities Portfolio

ANNUAL TOTAL RETURN (%) AS OF 12/31 EACH YEAR - Capital Assets Funds Shares

[BAR GRAPHIC OMITTED HERE]

[BAR GRAPHIC DATA]

<TABLE>
<S> <C>       <C>     <C>
     4.10     4.30     1.58
    2006      2007    2008
</TABLE>





<TABLE>
<CAPTION>
2009 TOTAL RETURN AS OF JUNE 30: 0.01%
<S>                                        <C>
FOR THE PERIODS INCLUDED IN THE BAR CHART:
BEST QUARTER: 1.10%, Q3 2006               WORST QUARTER: 0.13%, Q4 2008
</TABLE>


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



<TABLE>
<CAPTION>
      1 YEAR           SINCE INCEPTION*
<S>                   <C>
             1.58             3.23
</TABLE>


     *   Commencement of operations was on May 13, 2005.

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

 Ridge Clearing and Outsourcing Solutions, Inc., the sole sub-distributor of
 Capital Assets Funds Shares, may periodically waive fees in order to maintain
 minimum yield levels. These waivers may be changed or terminated at any time
 without notice. For more recent performance information, contact the financial
 services firm from which you obtained this prospectus.


14 | Government & Agency Securities Portfolio
<PAGE>

HOW MUCH INVESTORS PAY

The table below describes the fees and expenses that you may pay if you buy and
hold portfolio 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                               0.05%
 Distribution/Service (12b-1) Fee             0.33
 Other Expenses 1                             0.65
 TOTAL ANNUAL OPERATING EXPENSES              1.03
 Less Expense Waiver/Reimbursement 2          0.02
 NET ANNUAL OPERATING EXPENSES 2              1.01
</TABLE>


1    "Other Expenses" include an administrative services fee paid to the Advisor
     in the amount of 0.10% of average daily net assets.

2    Through July 31, 2010, the Advisor has contractually agreed to waive all or
     a portion of its management fee and reimburse or pay operating expenses of
     the portfolio to the extent necessary to maintain the portfolio's Capital
     Assets Funds Shares total annual operating expenses at a level no higher
     than 1.01% of average daily net assets, excluding certain expenses such as
     extraordinary expenses, taxes, brokerage and interest.

Based on the costs above (including one year of expenses capped in each
period), this example helps you compare the expenses of the share class 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>
 $     103         $326         $567       $1,258
</TABLE>



                                  Government & Agency Securities Portfolio  | 15
<PAGE>


<TABLE>
<S>                         <C>
                              Capital Assets Funds
                            Shares
  ticker symbol               CABXX
    fund number               430

    TAX-EXEMPT PORTFOLIO


</TABLE>

            THE PORTFOLIO'S MAIN INVESTMENT STRATEGY

            The portfolio seeks to provide maximum current income that is
            exempt from federal income taxes to the extent consistent with
            stability of capital.

            The portfolio pursues its objective by investing in high quality,
            short-term municipal obligations.

            The portfolio normally invests at least 80% of its net assets in
            municipal securities, the income from which is free from regular
            federal income tax and alternative minimum tax (AMT). This policy
            is fundamental and may not be changed without shareholder approval.


            This portfolio is designed for investors in a moderate to high tax
            bracket who are interested in federal tax-free income along with
            the liquidity and stability that a money fund is designed to offer.


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

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

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

            -  Portfolio securities are denominated in US dollars and have
               remaining maturities of 397 days (about 13 months) or less at
               the time of purchase. The portfolio 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.


16 | Tax-Exempt Portfolio
<PAGE>

            -  The portfolio buys short-term municipal 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;

               - 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 two
                 highest long-term rating categories by a NRSRO, or are deemed
                 by the Advisor to be of comparable quality.


            Principal investments

            The portfolio primarily invests in the following types of
            investments:

            -  Municipal trust receipts ("MTRs"). MTRs are sometimes called
               municipal asset-backed securities, synthetic short-term
               derivatives, floating rate trust certificates, or municipal
               securities trust receipts. MTRs are typically structured by a
               bank, broker-dealer or other financial institution by depositing
               municipal securities into a trust or partnership coupled with a
               conditional right to sell, or put, the holder's interest in the
               underlying securities at par plus accrued interest to a
               financial institution. MTRs may be issued as fixed or variable
               rate instruments. These trusts are organized so that the
               purchaser of the MTR is considered to be investing in the
               underlying municipal securities. This structure is intended to
               allow the tax-exempt status of interest generated by the
               underlying asset to pass through to the purchaser. The portfolio
               may invest up to 50% of its net assets in MTRs. An additional
               10% of the portfolio's net assets may be invested in MTRs on a
               temporary basis at the Advisor's discretion to manage inflows
               into the portfolio.

            -  General obligation notes and bonds, which an issuer backs with
               its full faith and credit. That means the government entity will
               repay the bond out of its general tax revenues.

                                                      Tax-Exempt Portfolio  | 17
<PAGE>

          -    Revenue notes and bonds, which are payable from specific revenue
               sources. These are often tied to the public works projects the
               bonds are financing, but are not generally backed by the issuer's
               taxing power.

            -  Tax-exempt commercial paper, which is tax-exempt debt of
               borrowers that typically matures in 270 days or less.

            -  Short-term municipal notes, such as tax anticipation notes, that
               are issued in anticipation of the receipt of tax revenues.

            -  Municipal obligations backed by letters of credit (a document
               issued by a bank guaranteeing the issuer's payments for a stated
               amount), general bank guarantees or municipal bond insurance.

            -  Floating rate bonds, whose interest rates vary with changes in
               specified market rates or indices. The portfolio may invest in
               high quality floating rate bonds with maturities of one year or
               more if it has the right to sell them back at their face value
               within 397 days of purchase.

            -  Tax-exempt private activity bonds, which are revenue bonds that
               finance non-governmental activities, such as private industry
               construction and which meet certain tax law requirements.

            Working in consultation with portfolio management, a credit team
            screens potential securities and develops a list of those that the
            portfolio may buy. Portfolio management, looking for attractive
            yield and weighing considerations such as credit quality, economic
            outlooks and possible interest rate movements, then decides which
            securities on this list to buy. Portfolio management may adjust the
            portfolio'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 PORTFOLIO

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

            MONEY MARKET FUND RISK. An investment in the portfolio is not
            insured or guaranteed by the FDIC or any other government agency.
            Although the portfolio seeks to preserve the value of your
            investment at $1.00 per share, this share


18 | Tax-Exempt Portfolio
<PAGE>

            price isn't guaranteed and you could lose money by investing in the
            portfolio. The share price of money market funds can fall below the
            $1.00 share price. You should not rely on or expect the Advisor to
            enter into support agreements or take other actions to maintain the
            portfolio's $1.00 share price. The credit quality of the
            portfolio's holdings can change rapidly in certain markets, and the
            default of a single holding could have an adverse impact on the
            portfolio's share price. The portfolio's share price can also be
            negatively affected during periods of high redemption pressures
            and/or illiquid markets. The actions of a few large investors in
            the portfolio may have a significant adverse effect on the share
            price of the portfolio.

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

            CREDIT RISK. A money market instrument's credit quality depends on
            the issuer's ability to pay interest on the security and repay the
            debt; the lower the credit rating, the greater the risk that the
            security's issuer will default, or fail to meet its payment
            obligations. The credit risk of a security may also depend on the
            credit quality of any bank or financial institution that provides
            credit enhancement for it. To reduce credit risk, the portfolio
            only buys high quality securities. Also, the portfolio only buys
            securities with remaining maturities of 397 days (about 13 months)
            or less. This reduces the risk that the issuer's creditworthiness
            will change before such obligations are due, or that the issuer
            will default on the principal and interest payments of the
            obligation.

            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. In addition, the municipal securities market is
            narrower, less liquid and has fewer investors than the taxable
            market.


                                                      Tax-Exempt Portfolio  | 19
<PAGE>

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

            MUNICIPAL TRUST RECEIPTS RISK. The portfolio's investment in MTRs
            is subject to similar risks as other investments in debt
            obligations, including interest rate risk, credit risk and security
            selection risk. Additionally, investments in MTRs raise certain tax
            issues that may not be presented by direct investments in municipal
            bonds. There is some risk that certain issues could be resolved in
            a manner that could adversely impact the performance of the
            portfolio.

            SPECIAL TAX RISKS. Political or legal actions could change the
            tax-exempt status of the portfolio's dividends. Also, to the extent
            that the portfolio invests in taxable securities, a portion of its
            income would be subject to regular federal income taxation.

            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 portfolio may have to
            reinvest the proceeds at lower interest rates. Thus, prepayment may
            reduce the portfolio'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.

            TEMPORARY DEFENSIVE POSITION. In response to adverse political,
            economic or market events, the portfolio may adopt a temporary
            defensive position in which it places more than 20% of the
            portfolio's assets in high quality money market investments that
            are subject to federal income tax. To the extent that the portfolio
            might do so, it may not meet its goal of a high level of current
            tax-free income.


20 | Tax-Exempt Portfolio
<PAGE>

THE PORTFOLIO'S PERFORMANCE HISTORY

While a portfolio'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 portfolio has varied from year
to year, which may give some idea of risk. The table shows how the portfolio's
returns over different periods average out. The "total return" of a portfolio
is the change in the value of an investment in the portfolio over a given
period. Average annual returns are calculated by averaging the year-by-year
returns of the portfolio over a given period. All figures include the effects
of the portfolio'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 portfolio over a seven-day period. This amount is then
annualized, which means that we assume the portfolio generates the same income
every week for a year. To learn the current yield, investors may call (800)
231-8568.

In the bar chart and the table, the performance figures prior to May 13, 2005
are based on the historical performance of the portfolio's DWS Tax-Exempt Cash
Institutional Shares adjusted to reflect the higer total annual operating
expenses of Capital Assets Funds Shares. Although the portfolio's DWS
Tax-Exempt Cash Institutional Shares are not offered in this prospectus, they
are invested in the same portfolio and the annual total returns differ to the
extent that the classes have different fees and expenses.

Tax-Exempt Portfolio

ANNUAL TOTAL RETURN (%) AS OF 12/31 EACH YEAR - Capital Assets Funds Shares

[BAR GRAPHIC OMITTED HERE]

[BAR GRAPHIC DATA]

<TABLE>
<S>       <C>       <C>       <C>       <C>       <C>       <C>       <C>     <C>
 3.23      1.88      0.45      0.10      0.26      1.44      2.47     2.70     1.38
2000      2001      2002      2003      2004      2005      2006      2007    2008
</TABLE>





<TABLE>
<CAPTION>
2009 TOTAL RETURN AS OF JUNE 30: 0.01%
<S>                                        <C>
FOR THE PERIODS INCLUDED IN THE BAR CHART:
BEST QUARTER: 0.85%, Q4 2000               WORST QUARTER: 0.01%, Q3 2003
</TABLE>


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



<TABLE>
<CAPTION>
      1 YEAR          5 YEARS      SINCE INCEPTION*
<S>                  <C>          <C>
            1.38         1.65             1.56
</TABLE>


 *   Commencement of operations for the portfolio's DWS Tax-Exempt Cash
     Institutional Shares was on November 17, 1999.

                                                      Tax-Exempt Portfolio  | 21
<PAGE>

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

 Ridge Clearing and Outsourcing Solutions, Inc., the sole sub-distributor of
 Capital Assets Funds Shares, may periodically waive fees in order to maintain
 minimum yield levels. These waivers may be changed or terminated at any time
 without notice. For more recent performance information, contact the financial
 services firm from which you obtained this prospectus.


HOW MUCH INVESTORS PAY

The table below describes the fees and expenses that you may pay if you buy and
hold portfolio 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                               0.06%
 Distribution/Service (12b-1) Fee             0.33
 Other Expenses 1                             0.64
 TOTAL ANNUAL OPERATING EXPENSES              1.03
 Less Fee Waiver/Expense
 Reimbursement 2                              0.03
 NET ANNUAL OPERATING EXPENSES 2              1.00
</TABLE>


1    "Other Expenses" include an administrative services fee paid to the Advisor
     in the amount of 0.10% of average daily net assets.

2    Through July 31, 2010, the Advisor has contractually agreed to waive all or
     a portion of its management fee and reimburse or pay operating expenses of
     the portfolio to the extent necessary to maintain the portfolio's Capital
     Assets Funds Shares total annual operating expenses at a level no higher
     than 1.00% of average daily net assets, excluding certain expenses such as
     extraordinary expenses, taxes, brokerage and interest.

Based on the costs above (including one year of capped expenses in each
period), this example helps you compare the expenses of the share class 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>
 $102              $325         $566       $1,257
</TABLE>



22 | Tax-Exempt Portfolio
<PAGE>

OTHER POLICIES

           Although major changes tend to be infrequent, for Government &
           Agency Securities Portfolio and Tax-Exempt Portfolio, a portfolio's
           Board could change the portfolio's investment objective without
           shareholder approval. However, shareholders of Money Market
           Portfolio must approve any change to the portfolio's investment
           objective and policies, except for those policies designated as
           nonfundamental.

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

           If you want more information on each portfolio'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 a portfolio will
           achieve its objective.

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


                                                            Other Policies  | 23
<PAGE>

WHO MANAGES AND OVERSEES THE PORTFOLIOS


           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 each portfolio. Under the
           oversight of the Board, the Advisor makes investment decisions, buys
           and sells securities for each portfolio and conducts research that
           leads to these purchase and sale decisions. The Advisor provides a
           full range of global investment advisory services to institutional
           and retail clients.

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

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

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


24 | Who Manages and Oversees the Portfolios
<PAGE>

           MANAGEMENT FEE. The Advisor receives a management fee from each
           portfolio. Below are the actual rates paid by each portfolio for the
           most recent fiscal year, as a percentage of each portfolio's average
           daily net assets.


<TABLE>
<CAPTION>
FUND NAME                                                  FEE PAID
<S>                                                      <C>
           Money Market Portfolio                           0.16%
           Government & Agency Securities Portfolio         0.05%*
           Tax-Exempt Portfolio                             0.06%
</TABLE>


           *   Reflecting the effect of expense limitations and/or fee waivers
               then in effect.

           The management fee for Government & Agency Securities Portfolio,
           Money Market Portfolio and Tax-Exempt Portfolio, each a series of
           Cash Account Trust, is computed based on the combined average daily
           net assets of the portfolios and allocated among each portfolio
           based upon the relative net assets of each portfolio.


           The Advisor has agreed to reduce its management fee such that after
           allocation of the fee to each series of Cash Account Trust, the
           amount payable by Cash Account Trust - Government & Agency
           Securities Portfolio will be limited to 0.050% of the average daily
           net assets of Cash Account Trust - Government & Agency Securities
           Portfolio.

           A discussion regarding the basis for the Board's approval of each
           portfolio's investment management agreement is contained in the most
           recent shareholder report for the semiannual period ended October 31
           (see "Shareholder reports" on the back cover).

           Under a separate administrative services agreement between
           Government & Agency Securities Portfolio and Tax-Exempt Portfolio
           and the Advisor, each portfolio pays the Advisor a fee for providing
           most of each portfolio's administrative services. Under its
           investment management agreement, Money Market Portfolio pays the
           Advisor for providing most of its administrative services.


           Portfolio management

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


                                   Who Manages and Oversees the Portfolios  | 25
<PAGE>

FINANCIAL HIGHLIGHTS

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


Money Market Portfolio - Capital Assets Funds Shares


<TABLE>
<CAPTION>
YEARS ENDED APRIL 30,                          2009          2008           2007          2006a
<S>                                         <C>           <C>           <C>            <C>
SELECTED PER SHARE DATA
------------------------------------------------------------------------------------------------
NET ASSET VALUE, BEGINNING OF PERIOD         $  1.00       $  1.00       $   1.00        $  1.00
----------------------------------------     -------       -------       --------        -------
  Net investment income                          .012          .038           .043           .026
________________________________________     ________      ________      _________       ________
  Less distributions from net
  investment income                           ( .012)       ( .038)       (  .043)       (  .026)
----------------------------------------     --------      --------      ---------       --------
NET ASSET VALUE, END OF PERIOD               $  1.00       $  1.00       $   1.00        $  1.00
----------------------------------------     --------      --------      ---------       --------
Total Return (%)b                               1.21          3.90           4.38           2.72**
----------------------------------------     --------      --------      ---------       --------
RATIOS TO AVERAGE NET ASSETS AND SUPPLEMENTAL DATA
--------------------------------------------------------------------     ---------       --------
Net assets, end of period ($ millions)           919         1,057            979            775
________________________________________     ________      ________      _________       ________
Ratio of expenses before expense
reductions (%)                                  1.04          1.05           1.04           1.02*
________________________________________     ________      ________      _________       ________
Ratio of expenses after expense
reductions (%)                                  1.00          1.03           1.00           1.00*
________________________________________     ________      ________      _________       ________
Ratio of net investment income (%)              1.16          3.78           4.28           3.06*
----------------------------------------     --------      --------      ---------       --------
</TABLE>


a   For the period from June 15, 2005 (inception date) to April 30, 2006.

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

*   Annualized

**   Not annualized

26 | Financial Highlights
<PAGE>

Government & Agency Securities Portfolio - Capital Assets Funds Shares


<TABLE>
<CAPTION>
YEARS ENDED APRIL 30,                            2009            2008           2007          2006a
<S>                                         <C>               <C>           <C>            <C>
SELECTED PER SHARE DATA
----------------------------------------------------------------------------------------------------
NET ASSET VALUE, BEGINNING OF PERIOD           $  1.00         $  1.00       $   1.00        $  1.00
----------------------------------------       --------        -------       --------        -------
  Net investment income                            .007            .036           .043           .026
________________________________________       ________        ________      _________       ________
  Less distributions from net
  investment income                             ( .007)         ( .036)       (  .043)       (  .026)
----------------------------------------       --------        --------      ---------       --------
NET ASSET VALUE, END OF PERIOD                 $  1.00         $  1.00       $   1.00        $  1.00
----------------------------------------       --------        --------      ---------       --------
Total Return (%)b                                  .75            3.67           4.37           2.69**
----------------------------------------       --------        --------      ---------       --------
RATIOS TO AVERAGE NET ASSETS AND SUPPLEMENTAL DATA
------------------------------------------------------------------------     ---------       --------
Net assets, end of period ($ millions)             280             199             76             63
________________________________________       ________        ________      _________       ________
Ratio of expenses before expense
reductions (%)                                    1.03            1.03           1.05           1.03*
________________________________________       ________        ________      _________       ________
Ratio of expenses after expense
reductions (%)                                     .92            1.01           1.00           1.00*
________________________________________       ________        ________      _________       ________
Ratio of net investment income (%)               .60c             3.44           4.30           3.06*
----------------------------------------       --------        --------      ---------       --------
</TABLE>


a    For the period from June 15, 2005 (commencement of operations) to April 30,
     2006.

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

c   Due to the timing of the subscriptions and redemptions, the amount shown
   does not correspond to the total return during the period.

*   Annualized

**   Not annualized

                                                      Financial Highlights  | 27
<PAGE>

Tax-Exempt Portfolio - Capital Assets Funds Shares


<TABLE>
<CAPTION>
YEARS ENDED APRIL 30,                          2009          2008           2007          2006a
<S>                                         <C>           <C>           <C>            <C>
SELECTED PER SHARE DATA
------------------------------------------------------------------------------------------------
NET ASSET VALUE, BEGINNING OF PERIOD         $  1.00       $  1.00       $   1.00        $  1.00
----------------------------------------     -------       -------       --------        -------
  Net investment income                          .008          .024           .026           .016
________________________________________     ________      ________      _________       ________
  Less distributions from net
  investment income                           ( .008)       ( .024)       (  .026)       (  .016)
----------------------------------------     --------      --------      ---------       --------
NET ASSET VALUE, END OF PERIOD               $  1.00       $  1.00       $   1.00        $  1.00
----------------------------------------     --------      --------      ---------       --------
Total Return (%)b                                .83          2.38           2.64           1.63**
----------------------------------------     --------      --------      ---------       --------
\RATIOS TO AVERAGE NET ASSETS AND SUPPLEMENTAL DATA
--------------------------------------------------------------------     ---------       --------
Net assets, end of period ($ millions)            26            17             18             30
________________________________________     ________      ________      _________       ________
Ratio of expenses before expense
reductions (%)                                  1.03          1.02           1.04           1.04*
________________________________________     ________      ________      _________       ________
Ratio of expenses after expense
reductions (%)                                   .96          1.00           1.00           1.00*
________________________________________     ________      ________      _________       ________
Ratio of net investment income (%)               .82          2.32           2.61           1.85*
----------------------------------------     --------      --------      ---------       --------
</TABLE>


a    For the period from June 15, 2005 (commencement of operations) to April 30,
     2006.

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

*   Annualized

**   Not annualized

28 | Financial Highlights
<PAGE>

HOW TO INVEST IN THE PORTFOLIOS

The following pages describe the main POLICIES associated with buying and
selling shares of each portfolio. There is also information on DIVIDENDS AND
TAXES and other matters that may affect you as the shareholder.

Because each portfolio is available only through a FINANCIAL ADVISOR, such as a
broker or financial institution, you should contact a representative of your
financial advisor for instructions on how to buy or sell portfolio shares.
<PAGE>

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 a portfolio. Please note
           that a financial advisor may charge fees separate from those charged
           by a portfolio and may be compensated by a portfolio.

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

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


           Financial intermediary support payments

           The Advisor, DWS Investments Distributors, Inc. (the "Distributor")
           and/or their affiliates may pay additional compensation, out of
           their own assets and not as an additional charge to each portfolio,
           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 portfolio 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 each portfolio, any
           record keeping/sub-transfer agency/networking fees payable by each
           portfolio (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


30 | Policies You Should Know About
<PAGE>

           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 a portfolio with "shelf space" or
           access to a third party platform or portfolio offering list or other
           marketing programs, including, without limitation, inclusion of the
           portfolio 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
           portfolio attributable to the financial advisor, the particular
           portfolio or portfolio 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 each portfolio serviced and maintained by the financial
           advisor, .05% to .25% of sales of each portfolio 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 each portfolio or of any particular share class of each
           portfolio. 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


                                            Policies You Should Know About  | 31
<PAGE>

           each portfolio. Additional information regarding these revenue
           sharing payments is included in each portfolio's Statement of
           Additional Information, which is available to you on request at no
           charge (see the back cover of this prospectus for more information
           on how to request a copy of the Statement of Additional
           Information).

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

           It is likely that broker-dealers that execute portfolio transactions
           for each portfolio 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 each portfolio. 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.


           Rule 12b-1 Plan

           Each portfolio has adopted a plan under Rule 12b-1 that authorizes
           the payment of an annual distribution/service fee, payable monthly,
           of 0.33% of each portfolio's Capital Assets Funds Shares average
           daily net assets. Because 12b-1 fees are paid out of a portfolio's
           assets, attributable to a particular share class, on an ongoing
           basis, they will, over time, increase the cost of an investment in
           that share class and may cost more than paying other types of sales
           charges.


32 | Policies You Should Know About
<PAGE>

           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 each portfolio, then we may reject your application and order.

           Each portfolio 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 each portfolio, after a reasonable effort to do so,
           you will receive written notification.

           With certain limited exceptions, only US residents may invest in
           each portfolio.

           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.


                                            Policies You Should Know About  | 33
<PAGE>

           TRANSACTION PROCESSING. 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 4:00
           p.m. Eastern time (3:00 p.m. Eastern time for Tax-Exempt Portfolio),
           it will normally receive the dividend for that day.

           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 a portfolio or its agents have
           incurred.

           Please contact your financial advisor for wire instructions and
           purchase orders.

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

           In order to receive proceeds by wire, contact the transfer agent
           before 4:00 p.m. Eastern time (3:00 p.m. Eastern time for Tax-Exempt
           Portfolio). After you inform the transfer agent of the amount of
           your redemption, you will receive a trade confirmation number. If a
           portfolio receives a sell request before 4:00 p.m. Eastern time
           (3:00 p.m. Eastern time for Tax-Exempt Portfolio) and the request
           calls for proceeds to be sent out by wire, the proceeds will
           normally be wired on the same day. However, the shares sold will not
           earn that day's dividend.

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

           EACH PORTFOLIO DOES NOT ISSUE SHARE CERTIFICATES.

34 | Policies You Should Know About
<PAGE>

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

           SELLING SHARES OF TRUST ACCOUNTS AND BUSINESS OR ORGANIZATION
           ACCOUNTS may require additional documentation. Please call (800)
           231-8568 or contact your financial advisor for more information.

           MONEY FROM SHARES YOU SELL is sent out within one business day of
           the business day that your redemption order is effective except as
           discussed below, although for Tax-Exempt Portfolio it could be
           delayed for up to seven days. It could be longer when you are
           selling shares you bought recently by check (the funds will be
           placed under a 10 calendar day hold to ensure good funds) or when
           unusual circumstances prompt the SEC to allow further delays.
           Certain expedited redemption processes (e.g., redemption proceeds by
           wire) may also be delayed or unavailable when you are selling shares
           recently purchased or in the event of the closing of the Federal
           Reserve wire payment system. Each portfolio reserves the right to
           suspend or postpone redemptions as permitted pursuant to Section
           22(e) of the Investment Company Act of 1940. 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 a portfolio or the fair
           determination of the value of a portfolio'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 each portfolio, please see "Other rights we reserve."

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


                                            Policies You Should Know About  | 35
<PAGE>

           YOUR FINANCIAL ADVISOR MAY SET ITS OWN MINIMUM INVESTMENT, although
           that set by each portfolio is $1,000.

           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 each portfolio and, accordingly, the Board of
           each portfolio has not approved any policies and procedures designed
           to limit this activity. However, each portfolio reserves the right
           to and may reject or cancel a purchase or exchange order into a
           portfolio 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 DWS fund.


           How each portfolio calculates share price

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


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


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

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

           EACH PORTFOLIO IS OPEN FOR BUSINESS each day the New York Stock
           Exchange (the "Exchange") is open. Normally, each portfolio
           calculates its share price once every business day as of the close
           of regular trading on the Exchange (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


36 | Policies You Should Know About
<PAGE>

           of proceeds will be the earlier of (a) 4:00 p.m. Eastern time (3:00
           p.m. Eastern time for Tax-Exempt Portfolio) or (b) the early closing
           time of the Exchange. Each portfolio seeks to maintain a stable
           $1.00 share price.

           Each portfolio 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 a
           portfolio'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, a portfolio will only accept
           purchase orders by wire 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 a portfolio 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 contact
           your financial advisor for additional information about whether a
           portfolio will be open for business on a particular day. Information
           concerning the intention of a portfolio 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

                                            Policies You Should Know About  | 37
<PAGE>

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

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

           -  refuse, cancel, limit or rescind any purchase order, without
              prior notice; freeze any account (meaning you will not be able to
              purchase portfolio 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 a portfolio's best
              interests or when a portfolio 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 portfolio 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 portfolio
              shares and you may incur a tax liability

           -  for Tax-Exempt Portfolio, 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; generally, the portfolio 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 portfolio's
              net assets, whichever is less

           -  change, add or withdraw various services, fees and account
              policies (for example, we may adjust a portfolio's investment
              minimums at any time). All orders to purchase shares of a
              portfolio are subject to acceptance and are not binding until
              confirmed or accepted in writing


38 | Policies You Should Know About
<PAGE>

UNDERSTANDING DISTRIBUTIONS AND TAXES

           Each portfolio intends to distribute to its shareholders virtually
           all of its net earnings. Each portfolio 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.
           (Each portfolio's earnings are separate from any gains or losses
           stemming from your own purchase and sale of shares.) Each portfolio
           may not always pay a dividend or distribution for a given period.

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

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

           Your dividends will be automatically reinvested in portfolio shares.


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

           For federal income tax purposes, distributions of net investment
           income (other than "tax-exempt dividends" for the Tax-Exempt
           Portfolio) are taxable as ordinary income. Each portfolio does not
           expect to make distributions that are eligible for taxation as
           long-term capital gains or as qualified dividend income.

           For most shareholders, dividends from the Tax-Exempt Portfolio are
           generally exempt from federal income tax, and a portion of the
           dividends from the Government & Agency Securities Portfolio are
           generally exempt from state and local income taxes. However, there
           are a few exceptions:


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.



                                     Understanding Distributions and Taxes  | 39
<PAGE>

          -    A portion of a portfolio's dividends may be taxable if it came
               from investments in taxable securities, tax-exempt market
               discount bonds, or as the result of short or long-term capital
               gains.

           -  With respect to the Tax-Exempt Portfolio, because the portfolio
              can invest up to 20% of its net assets in securities whose income
              is subject to the federal alternative minimum tax (AMT), you may
              owe taxes on a portion of your dividends if you are among those
              investors who must pay AMT. In addition, if you receive social
              security or railroad retirement benefits, you should consult your
              tax advisor to determine what effect, if any, an investment in
              the Tax-Exempt Portfolio may have on the federal taxation of your
              benefits.

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

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

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


40 | Understanding Distributions and Taxes
<PAGE>

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


           Using the annual portfolio operating expense ratios presented in the
           fee tables in the portfolio 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
           portfolio held for the next 10 years and the impact of such fees and
           expenses on portfolio returns for each year and cumulatively,
           assuming a 5% return for each year. The historical rate of return
           for the portfolio may be higher or lower than 5% and, for money
           market funds, is typically less than 5%. The tables also assume that
           all dividends and distributions are reinvested and that, where
           applicable, Class B shares convert to Class A shares after six
           years. The annual portfolio expense ratios shown are net of any
           contractual fee waivers or expense reimbursements, if any, for the
           period of the contractual commitment. The tables reflect the maximum
           initial sales charge, if any, but do not reflect any contingent
           deferred sales charge or redemption fees, if any, which may be
           payable upon redemption. If contingent deferred sales charges or
           redemption fees were shown, the "Hypothetical Year-End Balance After
           Fees and Expenses" amounts shown would be lower and the "Annual Fees
           and Expenses" amounts shown would be higher. 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 portfolio 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 portfolio's prospectus to consider the
           investment objectives, risks, expenses and charges of the portfolio
           prior to investing.


                                                                  Appendix  | 41
<PAGE>

             Money Market Portfolio - Capital Assets Funds 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%        1.01%              3.99%       $ 10,399.00        $   103.01
   2           10.25%        1.04%              8.11%       $ 10,810.80        $   110.29
   3           15.76%        1.04%             12.39%       $ 11,238.91        $   114.66
   4           21.55%        1.04%             16.84%       $ 11,683.97        $   119.20
   5           27.63%        1.04%             21.47%       $ 12,146.65        $   123.92
   6           34.01%        1.04%             26.28%       $ 12,627.66        $   128.83
   7           40.71%        1.04%             31.28%       $ 13,127.72        $   133.93
   8           47.75%        1.04%             36.48%       $ 13,647.57        $   139.23
   9           55.13%        1.04%             41.88%       $ 14,188.02        $   144.75
  10           62.89%        1.04%             47.50%       $ 14,749.86        $   150.48
  TOTAL                                                                        $ 1,268.30
</TABLE>


Government & Agency Securities Portfolio - Capital Assets Funds 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 AND        EXPENSE        FEES AND           FEES AND         FEES AND
YEAR          EXPENSES         RATIOS        EXPENSES           EXPENSES         EXPENSES
<S>       <C>                <C>          <C>               <C>                <C>
   1            5.00%        1.01%              3.99%       $ 10,399.00        $   103.01
   2           10.25%        1.03%              8.12%       $ 10,811.84        $   109.24
   3           15.76%        1.03%             12.41%       $ 11,241.07        $   113.57
   4           21.55%        1.03%             16.87%       $ 11,687.34        $   118.08
   5           27.63%        1.03%             21.51%       $ 12,151.33        $   122.77
   6           34.01%        1.03%             26.34%       $ 12,633.74        $   127.64
   7           40.71%        1.03%             31.35%       $ 13,135.30        $   132.71
   8           47.75%        1.03%             36.57%       $ 13,656.77        $   137.98
   9           55.13%        1.03%             41.99%       $ 14,198.94        $   143.46
  10           62.89%        1.03%             47.63%       $ 14,762.64        $   149.15
  TOTAL                                                                        $ 1,257.61
</TABLE>



42 | Appendix
<PAGE>

              Tax-Exempt Portfolio - Capital Assets Funds 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%        1.00%              4.00%       $ 10,400.00        $   102.00
   2           10.25%        1.03%              8.13%       $ 10,812.88        $   109.25
   3           15.76%        1.03%             12.42%       $ 11,242.15        $   113.58
   4           21.55%        1.03%             16.88%       $ 11,688.46        $   118.09
   5           27.63%        1.03%             21.52%       $ 12,152.50        $   122.78
   6           34.01%        1.03%             26.35%       $ 12,634.95        $   127.66
   7           40.71%        1.03%             31.37%       $ 13,136.56        $   132.72
   8           47.75%        1.03%             36.58%       $ 13,658.08        $   137.99
   9           55.13%        1.03%             42.00%       $ 14,200.31        $   143.47
  10           62.89%        1.03%             47.64%       $ 14,764.06        $   149.17
  TOTAL                                                                        $ 1,256.71
</TABLE>



                                                                  Appendix  | 43
<PAGE>

TO GET MORE INFORMATION

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

STATEMENT OF ADDITIONAL INFORMATION (SAI) - This tells you more about a
portfolio'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
a portfolio, call (800) 231-8568, or contact DWS Investments at the address
listed below. SAIs and shareholder reports are also available through the DWS
Investments Web site at www.dws-investments.com. These documents and other
information about each portfolio 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 each
portfolio, including each portfolio'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>
DWS INVESTMENTS      SEC                     DISTRIBUTOR
-----------------    --------------------    ------------------------------
<S>                  <C>                     <C>
PO Box 219153        100 F Street, N.E.      DWS Investments Distributors,
Kansas City, MO      Washington, D.C.        Inc.
64121-9153           20549-0102              222 South Riverside Plaza
WWW.DWS-             WWW.SEC.GOV             Chicago, IL 60606-5808
INVESTMENTS.COM      (800) SEC-0330          (800) 621-1148
(800) 231-8568
</TABLE>



<TABLE>
<S>                     <C>                                           <C>
SEC FILE NUMBER:
Cash Account Trust                        Money Market Portfolio      811-05970
Cash Account Trust      Government & Agency Securities Portfolio      811-05970
Cash Account Trust                          Tax-Exempt Portfolio      811-05970
</TABLE>



(08/01/09) CAF-1
[RECYCLE GRAPHIC APPEARS HERE]

<PAGE>

PROSPECTUS

August 1, 2009


CAPITAL ASSETS FUNDS
PREFERRED SHARES

MONEY MARKET PORTFOLIO

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 Portfolio's Main
         Investment Strategy
  5      The Main Risks of Investing in
         the Portfolio
  8      The Portfolio's Performance
         History
  9      How Much Investors Pay
 10      Other Policies
 11      Who Manages and Oversees
         the Portfolio


</TABLE>
<TABLE>
<S>      <C>
 13      Financial Highlights

HOW TO INVEST IN THE PORTFOLIO
 15      Policies You Should Know
         About
 24      Understanding Distributions
         and Taxes
 26      Appendix
</TABLE>

<PAGE>


<TABLE>
<S>                           <C>
                                Capital Assets Funds
                              Preferred Shares
  ticker symbol                 CAQXX
    fund number                 427

    MONEY MARKET PORTFOLIO


</TABLE>

            THE PORTFOLIO'S MAIN INVESTMENT STRATEGY

            The portfolio seeks maximum current income consistent with
            stability of capital.

            The portfolio pursues its objective by investing exclusively in
            high quality short-term securities, as well as certain repurchase
            agreements that are backed by high-quality securities.

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

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

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

            -  Portfolio securities are denominated in US dollars and have
               remaining maturities of 12 months or less at the time of
               purchase. The portfolio may also invest in securities that have
               the effect of reducing their maturities to 12 months or less at
               the time of purchase

            -  The portfolio 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;


                                                     Money Market Portfolio  | 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 portfolio may invest in high quality, short-term, US dollar
            denominated money market instruments paying a fixed, variable or
            floating interest rate. These include:

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

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

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

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

            The portfolio may buy securities from many types of issuers,
            including the US government, US and foreign banks, corporations and
            municipalities. The portfolio will normally invest at least 25% of
            its total assets in bank obligations.

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


4 | Money Market Portfolio
<PAGE>

            Working in consultation with portfolio management, a credit team
            screens potential securities and develops a list of those that the
            portfolio may buy. Portfolio management, looking for attractive
            yield and weighing considerations such as credit quality, economic
            outlooks and possible interest rate movements, then decides which
            securities on this list to buy. Portfolio management may adjust the
            portfolio'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 PORTFOLIO

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

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

            INTEREST RATE RISK. Money market instruments, like all debt
            securities, face the risk that the securities will decline in value
            because of changes in interest rates. Generally, investments
            subject to interest rate risk will decrease in value when interest
            rates rise and increase in value when interest rates decline. To
            reduce such price fluctuations, the portfolio limits the
            dollar-weighted average maturity of the securities held by the
            portfolio 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.


                                                     Money Market Portfolio  | 5
<PAGE>

            CREDIT RISK. A money market instrument's credit quality depends on
            the issuer's ability to pay interest on the security and repay the
            debt; the lower the credit rating, the greater the risk that the
            security's issuer will default, or fail to meet its payment
            obligations. The credit risk of a security may also depend on the
            credit quality of any bank or financial institution that provides
            credit enhancement for it. To reduce credit risk, the portfolio
            only buys high quality securities. Also, the portfolio only buys
            securities with remaining maturities of 12 months or less. This
            reduces the risk that the issuer's creditworthiness will change
            before such obligations are due, 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 portfolio invests in short-term
            securities, which by their nature are relatively stable
            investments, the risk remains that the securities in which the
            portfolio invests will not perform as expected. This could cause
            the portfolio's returns to lag behind those of similar money market
            mutual funds.

            REPURCHASE AGREEMENT RISK. A repurchase agreement exposes the
            portfolio to the risk that the party that sells the securities may
            default on its obligation to repurchase them. In this circumstance,
            the portfolio 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.

6 | Money Market Portfolio
<PAGE>

            The portfolio seeks to reduce this risk by monitoring the
            creditworthiness of the sellers with whom it enters into repurchase
            agreements. The portfolio 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.

            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 portfolio may have to
            reinvest the proceeds at lower interest rates. Thus, prepayment may
            reduce the portfolio'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 portfolio 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.


                                                     Money Market Portfolio  | 7
<PAGE>

THE PORTFOLIO'S PERFORMANCE HISTORY

While a portfolio'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 portfolio has varied from year
to year, which may give some idea of risk. The table shows how the portfolio's
returns over different periods average out. The "total return" of a portfolio
is the change in the value of an investment in the portfolio over a given
period. Average annual returns are calculated by averaging the year-by-year
returns of the portfolio over a given period. All figures include the effects
of the portfolio'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 portfolio over a seven-day period. This amount is then
annualized, which means that we assume the portfolio generates the same income
every week for a year. To learn the current yield, investors may call (800)
231-8568.

In the bar chart and the table, the performance figures prior to May 13, 2005
are based on the historical performance of the portfolio's Institutional Money
Market Shares adjusted to reflect the higher total annual operating expenses of
Capital Assets Funds Preferred Shares. Although the portfolio's Institutional
Money Market Shares are not offered in this prospectus, they are invested in
the same portfolio and the annual total returns differ to the extent that the
classes have different fees and expenses.

Money Market Portfolio

ANNUAL TOTAL RETURN (%) AS OF 12/31 EACH YEAR - Capital Assets Funds Preferred
Shares


[BAR GRAPHIC OMITTED HERE]

[BAR GRAPHIC DATA]


<TABLE>
<S>       <C>       <C>       <C>       <C>       <C>       <C>       <C>       <C>
 6.04      3.76      1.29      0.64      0.84      2.71      4.53     4.83      2.49
2000      2001      2002      2003      2004      2005      2006      2007      2008
</TABLE>





<TABLE>
<CAPTION>
2009 TOTAL RETURN AS OF JUNE 30: 0.19%
<S>                                        <C>
FOR THE PERIODS INCLUDED IN THE BAR CHART:
BEST QUARTER: 1.56%, Q3 2000               WORST QUARTER: 0.13%, Q3 2003
</TABLE>


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



<TABLE>
<CAPTION>
      1 YEAR          5 YEARS      SINCE INCEPTION*
<S>                  <C>          <C>
            2.49         3.07             3.16
</TABLE>


 *   Commencement of operations for the portfolio's Institutional Money Market
     Shares was on January 22, 1999.

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

8 | Money Market Portfolio
<PAGE>

 Ridge Clearing and Outsourcing Solutions, Inc., the sole sub-distributor of
 Capital Assets Funds Preferred Shares, may periodically waive fees in order to
 maintain minimum yield levels. These waivers may be changed or terminated at
 any time without notice. For more recent performance information, contact the
 financial services firm from which you obtained this prospectus.


HOW MUCH INVESTORS PAY

The table below describes the fees and expenses that you may pay if you buy and
hold portfolio 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                               0.16%
 Distribution/Service (12b-1) Fee             0.20
 Other Expenses                               0.29

 TOTAL ANNUAL OPERATING EXPENSES              0.65
 Less Fee Waiver/Expense
 Reimbursement 1                              0.05
 NET ANNUAL OPERATING EXPENSES 1              0.60
</TABLE>


1    Through July 31, 2010, the Advisor has contractually agreed to waive all or
     a portion of its management fee and reimburse or pay operating expenses of
     the portfolio to the extent necessary to maintain the portfolio's Capital
     Assets Funds Preferred Shares total annual operating expenses at a level no
     higher than 0.60% of average daily net assets, excluding certain expenses
     such as extraordinary expenses, taxes, brokerage and interest.

Based on the costs above (including one year of capped expenses in each
period), this example helps you compare the expenses of the share class 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>
 $61               $203         $357         $806
</TABLE>



                                                     Money Market Portfolio  | 9
<PAGE>

OTHER POLICIES

           Shareholders of the portfolio must approve any change to the
           portfolio's investment objective and policies, except for those
           policies designated as nonfundamental.

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

           If you want more information on the portfolio'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 portfolio will
           achieve its objective.

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


10 | Other Policies
<PAGE>

WHO MANAGES AND OVERSEES THE PORTFOLIO


           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 portfolio. Under the
           oversight of the Board, the Advisor makes investment decisions, buys
           and sells securities for the portfolio and conducts research that
           leads to these purchase and sale decisions. The Advisor provides a
           full range of global investment advisory services to institutional
           and retail clients.

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

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

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

           MANAGEMENT FEE. The Advisor receives a management fee from the
           portfolio. Below is the actual rate paid by the portfolio for the
           most recent fiscal year, as a percentage of the portfolio's average
           daily net assets.


<TABLE>
<CAPTION>
FUND NAME                               FEE PAID
<S>                                    <C>
  Money Market Portfolio                  0.16%
</TABLE>


           The management fee for the portfolio is computed based on the
           combined average daily net assets of Government & Agency Securities
           Portfolio, Money Market Portfolio and Tax-Exempt Portfolio, each a
           series of Cash Account Trust, and allocated to the portfolio based
           upon the portfolio's relative net assets.


                                    Who Manages and Oversees the Portfolio  | 11
<PAGE>

           A discussion regarding the basis for the Board's approval of the
           portfolio's investment management agreement is contained in the most
           recent shareholder report for the semiannual period ended October 31
           (see "Shareholder reports" on the back cover).


           Portfolio management

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


12 | Who Manages and Oversees the Portfolio
<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
portfolio would have earned (or lost), assuming all dividends and distributions
were reinvested. This information has been audited by Ernst & Young LLP,
independent registered public accounting firm, whose report, along with the
portfolio's financial statements, is included in the portfolio's annual report
(see "Shareholder reports" on the back cover).


Money Market Portfolio - Capital Assets Funds Preferred Shares


<TABLE>
<CAPTION>
YEARS ENDED APRIL 30,                          2009          2008          2007           2006a
<S>                                         <C>           <C>           <C>           <C>
SELECTED PER SHARE DATA
-----------------------------------------------------------------------------------------------
NET ASSET VALUE, BEGINNING OF PERIOD         $  1.00       $  1.00       $  1.00        $  1.00
----------------------------------------     -------       -------       -------        -------
  Net investment income                          .016          .042          .047           .030
________________________________________     ________      ________      ________       ________
  Less distributions from net
  investment income                           ( .016)       ( .042)       ( .047)        ( .030)
----------------------------------------     --------      --------      --------       --------
NET ASSET VALUE, END OF PERIOD               $  1.00       $  1.00       $  1.00        $  1.00
----------------------------------------     --------      --------      --------       --------
Total Return (%)b                               1.60          4.30          4.80           3.01**
----------------------------------------     --------      --------      --------       --------
RATIOS TO AVERAGE NET ASSETS AND SUPPLEMENTAL DATA
--------------------------------------------------------------------     --------       --------
Net assets, end of period ($ millions)            49            75           .063           .074
________________________________________     ________      ________      ________       ________
Ratio of expenses before expense
reductions(%)                                    .65           .66           .67            .64*
________________________________________     ________      ________      ________       ________
Ratio of expenses after expense
reductions (%)                                   .61           .61           .60            .60*
________________________________________     ________      ________      ________       ________
Ratio of net investment income (%)              1.55          4.20          4.68         2.61 c*
________________________________________     ________      ________      ________       ________
</TABLE>


a    For the period from June 23, 2005 (inception date) to April 30, 2006.

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

c    Due to the timing of subscriptions and redemptions, the net investment
     income ratio shown does not correspond to the total return during the
     period.

*   Annualized

**   Not annualized

                                                      Financial Highlights  | 13
<PAGE>

HOW TO INVEST IN THE PORTFOLIO

The following pages describe the main POLICIES associated with buying and
selling shares of the portfolio. There is also information on DIVIDENDS AND
TAXES and other matters that may affect you as the shareholder.

Because the portfolio is available only through a FINANCIAL ADVISOR, such as a
broker or financial institution, you should contact a representative of your
financial advisor for instructions on how to buy or sell portfolio shares.
<PAGE>

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 portfolio. Please note
           that a financial advisor may charge fees separate from those charged
           by the portfolio and may be compensated by the portfolio.

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

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


           Financial intermediary support payments

           The Advisor, DWS Investments Distributors, Inc. (the "Distributor")
           and/or their affiliates may pay additional compensation, out of
           their own assets and not as an additional charge to the portfolio,
           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 portfolio 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 portfolio, any
           record keeping/sub-transfer agency/networking fees payable by the
           portfolio (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


                                            Policies You Should Know About  | 15
<PAGE>

           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 portfolio with "shelf space" or
           access to a third party platform or portfolio offering list or other
           marketing programs, including, without limitation, inclusion of the
           portfolio 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
           portfolio attributable to the financial advisor, the particular
           portfolio or portfolio 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 portfolio serviced and maintained by the financial
           advisor, .05% to .25% of sales of the portfolio 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 portfolio or of any particular share class of the portfolio.
           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


16 | Policies You Should Know About
<PAGE>

           influenced your financial advisor's recommendation of the portfolio.
           Additional information regarding these revenue sharing payments is
           included in the portfolio's Statement of Additional Information,
           which is available to you on request at no charge (see the back
           cover of this prospectus for more information on how to request a
           copy of the Statement of Additional Information).

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

           It is likely that broker-dealers that execute portfolio transactions
           for the portfolio 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 portfolio. 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.


           Rule 12b-1 Plan

           The portfolio has adopted a plan under Rule 12b-1 that authorizes
           the payment of an annual distribution/service fee, payable monthly,
           of 0.20% of the portfolio's Capital Assets Funds Preferred Shares
           average daily net assets. Because 12b-1 fees are paid out of the
           portfolio's assets, attributable to a particular share class, on an
           ongoing basis, they will, over time, increase the cost of an
           investment in that share class and may cost more than paying other
           types of sales charges.


                                            Policies You Should Know About  | 17
<PAGE>

           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 portfolio, then we may reject your application and order.

           The portfolio 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 portfolio, after a reasonable effort to do so,
           you will receive written notification.

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

           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.


18 | Policies You Should Know About
<PAGE>

           TRANSACTION PROCESSING. 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 4:00
           p.m. Eastern time, it will normally receive the dividend for that
           day.

           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 portfolio or its agents have
           incurred.

           Please contact your financial advisor for wire instructions and
           purchase orders.

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

           In order to receive proceeds by wire, contact the transfer agent
           before 4:00 p.m. Eastern time. After you inform the transfer agent
           of the amount of your redemption, you will receive a trade
           confirmation number. If the portfolio receives a sell request before
           4:00 p.m. Eastern time and the request calls for proceeds to be sent
           out by wire, the proceeds will normally be wired on the same day.
           However, the shares sold will not earn that day's dividend.

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

           THE PORTFOLIO DOES NOT ISSUE SHARE CERTIFICATES.

           THE PORTFOLIO ACCEPTS PAYMENT FOR SHARES ONLY IN US DOLLARS by a
           check drawn on a US bank, a bank or Federal Funds wire transfer or
           an electronic bank transfer. The portfolio does not accept third
           party checks. A third party check is a check made


                                            Policies You Should Know About  | 19
<PAGE>

           payable to one or more parties and offered as payment to one or more
           other parties (e.g., a check made payable to you that you offer as
           payment to someone else). Checks should normally be payable to DWS
           Investments and drawn by you or a financial institution on your
           behalf with your name or account number included with the check.

           SELLING SHARES OF TRUST ACCOUNTS AND BUSINESS OR ORGANIZATION
           ACCOUNTS may require additional documentation. Please call (800)
           231-8568 or contact your financial advisor for more information.

           MONEY FROM SHARES YOU SELL is sent out within one business day of
           the business day that your redemption order is effective except as
           discussed below. It could be longer when you are selling shares you
           bought recently by check (the funds will be placed under a 10
           calendar day hold to ensure good funds) or when unusual
           circumstances prompt the SEC to allow further delays. Certain
           expedited redemption processes (e.g., redemption proceeds by wire)
           may also be delayed or unavailable when you are selling shares
           recently purchased or in the event of the closing of the Federal
           Reserve wire payment system. The portfolio reserves the right to
           suspend or postpone redemptions as permitted pursuant to Section
           22(e) of the Investment Company Act of 1940. 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 portfolio or the fair
           determination of the value of the portfolio'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 portfolio, please see "Other rights we reserve."

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

           THERE IS NO INVESTMENT MINIMUM, however, your financial institution
           may set its own minimum investments.

           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 portfolio and, accordingly, the Board of the
           portfolio has not approved any policies and procedures


20 | Policies You Should Know About
<PAGE>

           designed to limit this activity. However, the portfolio reserves the
           right to and may reject or cancel a purchase or exchange order into
           the portfolio 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 DWS fund.


           How the portfolio calculates share price

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


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


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

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

           THE PORTFOLIO IS OPEN FOR BUSINESS each day the New York Stock
           Exchange (the "Exchange") is open. Normally, the portfolio
           calculates its share price once every business day as of the close
           of regular trading on the Exchange (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) 4:00 p.m.
           Eastern time or (b) the early closing time of the Exchange. The
           portfolio seeks to maintain a stable $1.00 share price.

           The portfolio 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
           portfolio's portfolio instruments are open and (c) the


                                            Policies You Should Know About  | 21
<PAGE>

           Advisor believes there will be adequate liquidity in the short-term
           markets. During any such Limited Trading Period, the portfolio will
           only accept purchase orders by wire 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 portfolio 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 contact
           your financial advisor for additional information about whether the
           portfolio will be open for business on a particular day. Information
           concerning the intention of the portfolio to be open for a Limited
           Trading Period will be available at least one business day prior to
           the applicable day that the Exchange is closed or is closing early
           in the case of scheduled closings and as soon as practical in the
           case of unscheduled closings.


           Other rights we reserve

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

           -  withdraw or suspend the offering of shares at any time

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

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

22 | Policies You Should Know About
<PAGE>

          -    refuse, cancel, limit or rescind any purchase order, without
               prior notice; freeze any account (meaning you will not be able to
               purchase portfolio 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 portfolio's best
               interests or when the portfolio 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 portfolio 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 portfolio
              shares and you may incur a tax liability

           -  change, add or withdraw various services, fees and account
              policies (for example, we may adjust the portfolio's investment
              minimums at any time). All orders to purchase shares of the
              portfolio are subject to acceptance and are not binding until
              confirmed or accepted in writing


                                            Policies You Should Know About  | 23
<PAGE>

UNDERSTANDING DISTRIBUTIONS AND TAXES

           The portfolio intends to distribute to its shareholders virtually
           all of its net earnings. The portfolio 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
           portfolio's earnings are separate from any gains or losses stemming
           from your own purchase and sale of shares.) The portfolio may not
           always pay a dividend or distribution for a given period.

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

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

           Your dividends will be automatically reinvested in portfolio shares.


           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 portfolio seeks to maintain a stable share price, you
           are unlikely to have capital gains or losses when you sell
           portfolio shares. For federal income tax purposes, distributions
           of net investment income are taxable as ordinary income. The
           portfolio does not expect to make distributions that are eligible
           for taxation as long-term capital gains or as qualified dividend
           income.

           Your portfolio 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 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.



24 | Understanding Distributions and Taxes
<PAGE>

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

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


                                     Understanding Distributions and Taxes  | 25
<PAGE>

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


           Using the annual portfolio operating expense ratios presented in the
           fee tables in the portfolio 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
           portfolio held for the next 10 years and the impact of such fees and
           expenses on portfolio returns for each year and cumulatively,
           assuming a 5% return for each year. The historical rate of return
           for the portfolio may be higher or lower than 5% and, for money
           market funds, is typically less than 5%. The tables also assume that
           all dividends and distributions are reinvested and that, where
           applicable, Class B shares convert to Class A shares after six
           years. The annual portfolio expense ratios shown are net of any
           contractual fee waivers or expense reimbursements, if any, for the
           period of the contractual commitment. The tables reflect the maximum
           initial sales charge, if any, but do not reflect any contingent
           deferred sales charge or redemption fees, if any, which may be
           payable upon redemption. If contingent deferred sales charges or
           redemption fees were shown, the "Hypothetical Year-End Balance After
           Fees and Expenses" amounts shown would be lower and the "Annual Fees
           and Expenses" amounts shown would be higher. 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 portfolio 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 portfolio's prospectus to consider the
           investment objectives, risks, expenses and charges of the portfolio
           prior to investing.


26 | Appendix
<PAGE>

Money Market Portfolio - Capital Assets Funds Preferred 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%        0.60%              4.40%       $ 10,440.00         $  61.32
   2           10.25%        0.65%              8.94%       $ 10,894.14         $  69.34
   3           15.76%        0.65%             13.68%       $ 11,368.04         $  72.35
   4           21.55%        0.65%             18.63%       $ 11,862.54         $  75.50
   5           27.63%        0.65%             23.79%       $ 12,378.57         $  78.78
   6           34.01%        0.65%             29.17%       $ 12,917.03         $  82.21
   7           40.71%        0.65%             34.79%       $ 13,478.92         $  85.79
   8           47.75%        0.65%             40.65%       $ 14,065.26         $  89.52
   9           55.13%        0.65%             46.77%       $ 14,677.10         $  93.41
  10           62.89%        0.65%             53.16%       $ 15,315.55         $  97.48
  TOTAL                                                                         $ 805.70
</TABLE>



                                                                  Appendix  | 27
<PAGE>

TO GET MORE INFORMATION

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

STATEMENT OF ADDITIONAL INFORMATION (SAI) - This tells you more about the
portfolio'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 portfolio, call (800) 231-8568, or contact DWS Investments at the address
listed below. SAIs and shareholder reports are also available through the DWS
Investments Web site at www.dws-investments.com. These documents and other
information about the portfolio 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 portfolio,
including the portfolio'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>
DWS INVESTMENTS      SEC                     DISTRIBUTOR
-----------------    --------------------    ------------------------------
<S>                  <C>                     <C>
PO Box 219153        100 F Street, N.E.      DWS Investments Distributors,
Kansas City, MO      Washington, D.C.        Inc.
64121-9153           20549-0102              222 South Riverside Plaza
WWW.DWS-             WWW.SEC.GOV             Chicago, IL 60606-5808
INVESTMENTS.COM      (800) SEC-0330          (800) 621-1148
(800) 231-8568
</TABLE>



<TABLE>
<S>                     <C>                         <C>
SEC FILE NUMBER:
Cash Account Trust        Money Market Portfolio    811-05970
</TABLE>



(08/01/09) CAFP-1
[RECYCLE GRAPHIC APPEARS HERE]

<PAGE>

PROSPECTUS

August 1, 2009


DAVIDSON CASH EQUIVALENT
SHARES

MONEY MARKET PORTFOLIO

GOVERNMENT & AGENCY SECURITIES
PORTFOLIO

TAX-EXEMPT PORTFOLIO

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     Money Market Portfolio
 10     Government & Agency
        Securities Portfolio
 16     Tax-Exempt Portfolio
 23     Other Policies
 24     Who Manages and Oversees
        the Portfolios


</TABLE>
<TABLE>
<S>     <C>
 26     Financial Highlights
HOW TO INVEST IN THE PORTFOLIOS
 30     Policies You Should Know
        About
 39     Understanding Distributions
        and Taxes
 42     Appendix
</TABLE>

<PAGE>


<TABLE>
<S>                           <C>
                                Davidson Cash
                              Equivalent Shares
  ticker symbol                 CSDXX
    fund number                 256

    MONEY MARKET PORTFOLIO


</TABLE>

            THE PORTFOLIO'S MAIN INVESTMENT STRATEGY

            The portfolio seeks maximum current income consistent with
            stability of capital.

            The portfolio pursues its objective by investing exclusively in
            high quality short-term securities, as well as certain repurchase
            agreements that are backed by high-quality securities.

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

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

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

            -  Portfolio securities are denominated in US dollars and have
               remaining maturities of 12 months or less at the time of
               purchase. The portfolio may also invest in securities that have
               the effect of reducing their maturities to 12 months or less at
               the time of purchase

            -  The portfolio 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;


                                                     Money Market Portfolio  | 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 portfolio may invest in high quality, short-term, US dollar
            denominated money market instruments paying a fixed, variable or
            floating interest rate. These include:

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

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

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

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

            The portfolio may buy securities from many types of issuers,
            including the US government, US and foreign banks, corporations and
            municipalities. The portfolio will normally invest at least 25% of
            its total assets in bank obligations.

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


4 | Money Market Portfolio
<PAGE>

            Working in consultation with portfolio management, a credit team
            screens potential securities and develops a list of those that the
            portfolio may buy. Portfolio management, looking for attractive
            yield and weighing considerations such as credit quality, economic
            outlooks and possible interest rate movements, then decides which
            securities on this list to buy. Portfolio management may adjust the
            portfolio'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 PORTFOLIO

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

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

            INTEREST RATE RISK. Money market instruments, like all debt
            securities, face the risk that the securities will decline in value
            because of changes in interest rates. Generally, investments
            subject to interest rate risk will decrease in value when interest
            rates rise and increase in value when interest rates decline. To
            reduce such price fluctuations, the portfolio limits the
            dollar-weighted average maturity of the securities held by the
            portfolio 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.


                                                     Money Market Portfolio  | 5
<PAGE>

            CREDIT RISK. A money market instrument's credit quality depends on
            the issuer's ability to pay interest on the security and repay the
            debt; the lower the credit rating, the greater the risk that the
            security's issuer will default, or fail to meet its payment
            obligations. The credit risk of a security may also depend on the
            credit quality of any bank or financial institution that provides
            credit enhancement for it. To reduce credit risk, the portfolio
            only buys high quality securities. Also, the portfolio only buys
            securities with remaining maturities of 12 months or less. This
            reduces the risk that the issuer's creditworthiness will change
            before such obligations are due, 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 portfolio invests in short-term
            securities, which by their nature are relatively stable
            investments, the risk remains that the securities in which the
            portfolio invests will not perform as expected. This could cause
            the portfolio's returns to lag behind those of similar money market
            mutual funds.

            REPURCHASE AGREEMENT RISK. A repurchase agreement exposes the
            portfolio to the risk that the party that sells the securities may
            default on its obligation to repurchase them. In this circumstance,
            the portfolio 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.

6 | Money Market Portfolio
<PAGE>

            The portfolio seeks to reduce this risk by monitoring the
            creditworthiness of the sellers with whom it enters into repurchase
            agreements. The portfolio 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.

            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 portfolio may have to
            reinvest the proceeds at lower interest rates. Thus, prepayment may
            reduce the portfolio'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 portfolio 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.


                                                     Money Market Portfolio  | 7
<PAGE>

THE PORTFOLIO'S PERFORMANCE HISTORY

While a portfolio'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 portfolio has varied from year
to year, which may give some idea of risk. The table shows how the portfolio's
returns over different periods average out. The "total return" of a portfolio
is the change in the value of an investment in the portfolio over a given
period. Average annual returns are calculated by averaging the year-by-year
returns of the portfolio over a given period. All figures include the effects
of the portfolio'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 portfolio over a seven-day period. This amount is then
annualized, which means that we assume the portfolio generates the same income
every week for a year. To learn the current yield, investors may call (800)
231-8568.

In the bar chart and the table, the performance figures prior to September 27,
2004 are based on the historical performance of the portfolio's Institutional
Money Market Shares adjusted to reflect the higher total annual operating
expenses of Davidson Cash Equivalent Shares. Although the portfolio's
Institutional Money Market Shares are not offered in this prospectus, they are
invested in the same portfolio and the annual total returns differ to the
extent that the classes have different fees and expenses.

Money Market Portfolio

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

[BAR GRAPHIC OMITTED HERE]

[BAR GRAPHIC DATA]

<TABLE>
<S>       <C>       <C>       <C>       <C>       <C>       <C>       <C>     <C>
 5.56      3.29      0.82      0.18      0.41      2.36      4.11     4.45     2.10
2000      2001      2002      2003      2004      2005      2006      2007    2008
</TABLE>





<TABLE>
<CAPTION>
2009 TOTAL RETURN AS OF JUNE 30: 0.09%
<S>                                        <C>
FOR THE PERIODS INCLUDED IN THE BAR CHART:
BEST QUARTER: 1.45%, Q3 2000               WORST QUARTER: 0.01%, Q3 2003
</TABLE>


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



<TABLE>
<CAPTION>
      1 YEAR          5 YEARS      SINCE INCEPTION*
<S>                  <C>          <C>
            2.10         2.68             2.73
</TABLE>


 *   Commencement of operations for the portfolio's Institutional Money Market
     Shares was on January 22, 1999.

8 | Money Market Portfolio
<PAGE>

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

 D.A. Davidson & Co., the sole sub-distributor of Davidson Cash Equivalent
 Shares, may periodically waive fees in order to maintain minimum yield levels.
 These waivers may be changed or terminated at any time without notice. For
 more recent performance information, contact the financial services firm from
 which you obtained this prospectus.


HOW MUCH INVESTORS PAY

The table below describes the fees and expenses that you may pay if you buy and
hold portfolio 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                               0.16%
 Distribution/Service (12b-1) Fee             0.30
 Other Expenses                               0.52
 TOTAL ANNUAL OPERATING EXPENSES 1            0.98
</TABLE>


1    The portfolio's distributor and D.A. Davidson & Co., the sole
     sub-distributor of the Davidson Cash Equivalent Shares, may voluntarily
     waive or reimburse certain operating expenses from time to time in order to
     maintain portfolio expenses at agreed upon levels. This waiver or
     reimbursement arrangement may be terminated at any time at the option of
     the distributor and D.A. Davidson & Co., subject to the terms of their
     arrangement.

Based on the costs above, this example helps you compare the expenses of the
share class 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>
 $     100         $312         $542       $1,201
</TABLE>



                                                     Money Market Portfolio  | 9
<PAGE>


<TABLE>
<S>                                             <C>
                                                  Davidson Cash
                                                Equivalent Shares
  ticker symbol                                   CDGXX
    fund number                                   257

    GOVERNMENT & AGENCY SECURITIES PORTFOLIO


</TABLE>

            THE PORTFOLIO'S MAIN INVESTMENT STRATEGY

            The portfolio seeks to provide maximum current income
            consistent with stability of capital.

            The portfolio pursues its objective by investing in US Treasury
            bills, notes, bonds and other obligations issued or guaranteed by
            the US government, its agencies or instrumentalities and repurchase
            agreements backed by these securities. The portfolio may invest up
            to 10% of its total assets in other money market mutual funds in
            accordance with applicable regulations. The Board will provide
            shareholders with at least 60 days' notice prior to making any
            changes to the portfolio's policy of investing exclusively in these
            securities.

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

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

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


10 | Government & Agency Securities Portfolio
<PAGE>

            Principal investments

            The portfolio primarily invests in the following types of
            investments:

            -  US Treasury bills, notes, bonds and other obligations issued by
               the US government, its agencies and instrumentalities. For
               certain securities the US government guarantees the timely
               payment of interest and principal, but it does not guarantee the
               market value of these obligations.

            -  Repurchase agreements for which the portfolio buys securities at
               one price with a simultaneous agreement to sell back the
               securities at a future date at an agreed-upon price.

            The portfolio may invest in floating and variable rate instruments
            (obligations that do not bear interest at fixed rates).

            Working in consultation with portfolio management, a credit team
            screens potential securities and develops a list of those that the
            portfolio may buy. Portfolio management, looking for attractive
            yield and weighing considerations such as credit quality, economic
            outlooks and possible interest rate movements, then decides which
            securities on this list to buy. Portfolio management may adjust the
            portfolio'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 PORTFOLIO

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

            MONEY MARKET FUND RISK. An investment in the portfolio is not
            insured or guaranteed by the FDIC or any other government agency.
            Although the portfolio 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 portfolio. The share
            price of money market funds can fall below the $1.00 share price.
            You should not rely on or expect the Advisor to enter into support
            agreements or take other actions to maintain the portfolio's $1.00
            share price. The credit quality of the portfolio's holdings can
            change rapidly in certain markets, and the default of a single
            holding could have an


                                  Government & Agency Securities Portfolio  | 11
<PAGE>

            adverse impact on the portfolio's share price. The portfolio's
            share price can also be negatively affected during periods of high
            redemption pressures and/or illiquid markets. The actions of a few
            large investors in the portfolio may have a significant adverse
            effect on the share price of the portfolio.

            INTEREST RATE RISK. Money market instruments, like all debt
            securities, face the risk that the securities will decline in value
            because of changes in interest rates. Generally, investments
            subject to interest rate risk will decrease in value when interest
            rates rise and increase in value when interest rates decline. To
            reduce such price fluctuations, the portfolio limits the
            dollar-weighted average maturity of the securities held by the
            portfolio 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. Because of the portfolio's high credit
            standards, its yield may be lower than the yields of money funds
            that do not limit their investments to US government and agency
            securities.

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

            REPURCHASE AGREEMENT RISK. A repurchase agreement exposes the
            portfolio to the risk that the party that sells the securities may
            default on its obligation to repurchase them. In this circumstance,
            the portfolio 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.

12 | Government & Agency Securities Portfolio
<PAGE>

            The portfolio seeks to reduce this risk by monitoring the
            creditworthiness of the sellers with whom it enters into repurchase
            agreements. The portfolio 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.

            CREDIT RISK. If a portfolio security declines in credit quality or
            goes into default, it could hurt the portfolio's performance.
            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.
            Other securities are backed by the full faith and credit of the US
            government.


                                  Government & Agency Securities Portfolio  | 13
<PAGE>

THE PORTFOLIO'S PERFORMANCE HISTORY

While a portfolio'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 portfolio has varied from year
to year, which may give some idea of risk. The table shows how the portfolio's
returns over different periods average out. The "total return" of a portfolio
is the change in the value of an investment in the portfolio over a given
period. Average annual returns are calculated by averaging the year-by-year
returns of the portfolio over a given period. All figures include the effects
of the portfolio'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 portfolio over a seven-day period. This amount is then
annualized, which means that we assume the portfolio generates the same income
every week for a year. To learn the current yield, investors may call (800)
231-8568.

In the bar chart and the table, the performance figures prior to September 27,
2004 are based on the historical performance of the portfolio's Premier Money
Market Shares adjusted to reflect the higher total annual operating expenses of
Davidson Cash Equivalent Shares. Although the portfolio's Premier Money Market
Shares are not offered in this prospectus, they are invested in the same
portfolio and the annual total returns differ to the extent that the classes
have different fees and expenses.

Government & Agency Securities Portfolio

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

[BAR GRAPHIC OMITTED HERE]

[BAR GRAPHIC DATA]

<TABLE>
<S>       <C>       <C>       <C>       <C>       <C>       <C>     <C>
 3.25      0.87      0.14      0.36      2.34      4.10     4.31    1.60
2001      2002      2003      2004      2005      2006      2007    2008
</TABLE>





<TABLE>
<CAPTION>
2009 TOTAL RETURN AS OF JUNE 30: 0.01%
<S>                                        <C>
FOR THE PERIODS INCLUDED IN THE BAR CHART:
BEST QUARTER: 1.22%, Q1 2001               WORST QUARTER: 0.01%, Q1 2004
</TABLE>


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



<TABLE>
<CAPTION>
      1 YEAR          5 YEARS      SINCE INCEPTION*
<S>                  <C>          <C>
      1.60              2.53             2.44
</TABLE>


 *   Commencement of operations for the portfolio's Premier Money Market Shares
     was on March 1, 2000.

14 | Government & Agency Securities Portfolio
<PAGE>

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

 D.A. Davidson & Co., the sole sub-distributor of Davidson Cash Equivalent
 Shares, may periodically waive fees in order to maintain minimum yield levels.
 These waivers may be changed or terminated at any time without notice. For
 more recent performance information, contact the financial services firm from
 which you obtained this prospectus.


HOW MUCH INVESTORS PAY

The table below describes the fees and expenses that you may pay if you buy and
hold portfolio 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                             0.05%
 Distribution/Service (12b-1) Fee             0.30
 Other Expenses 2                             0.64
 TOTAL ANNUAL OPERATING EXPENSES 3            0.99
</TABLE>


1    The Advisor has agreed to reduce its management fee such that after
     allocation of the fee to each series of Cash Account Trust the amount
     payable by Government & Agency Securities Portfolio is limited to 0.050% of
     its average daily net assets.

2    "Other Expenses" include an administrative services fee paid to the Advisor
     in the amount of 0.10% of average daily net assets.

3    The portfolio's distributor and D.A. Davidson & Co., the sole
     sub-distributor of the Davidson Cash Equivalent Shares, have voluntarily
     agreed to waive or reimburse certain operating expenses from time to time
     in order to maintain portfolio expenses at agreed upon levels. This waiver
     or reimbursement arrangement may be terminated at any time at the option of
     the distributor and D.A. Davidson & Co., subject to the terms of their
     arrangement.

Based on the costs above, this example helps you compare the expenses of the
share class 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>
 $     101         $315         $547       $1,213
</TABLE>



                                  Government & Agency Securities Portfolio  | 15
<PAGE>


<TABLE>
<S>                         <C>
                              Davidson Cash
                            Equivalent Shares
  ticker symbol               CHDXX
    fund number               258

    TAX-EXEMPT PORTFOLIO


</TABLE>

            THE PORTFOLIO'S MAIN INVESTMENT STRATEGY

            The portfolio seeks to provide maximum current income that is
            exempt from federal income taxes to the extent consistent with
            stability of capital.

            The portfolio pursues its objective by investing in high quality,
            short-term municipal obligations.

            The portfolio normally invests at least 80% of its net assets in
            municipal securities, the income from which is free from regular
            federal income tax and alternative minimum tax (AMT). This policy
            is fundamental and may not be changed without shareholder approval.


            This portfolio is designed for investors in a moderate to high tax
            bracket who are interested in federal tax-free income along with
            the liquidity and stability that a money fund is designed to offer.


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

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

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

            -  Portfolio securities are denominated in US dollars and have
               remaining maturities of 397 days (about 13 months) or less at
               the time of purchase. The portfolio 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.


16 | Tax-Exempt Portfolio
<PAGE>

            -  The portfolio buys short-term municipal 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;

               - 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 two
                 highest long-term rating categories by a NRSRO, or are deemed
                 by the Advisor to be of comparable quality.


            Principal investments

            The portfolio primarily invests in the following types of
            investments:

            -  Municipal trust receipts ("MTRs"). MTRs are sometimes called
               municipal asset-backed securities, synthetic short-term
               derivatives, floating rate trust certificates, or municipal
               securities trust receipts. MTRs are typically structured by a
               bank, broker-dealer or other financial institution by depositing
               municipal securities into a trust or partnership coupled with a
               conditional right to sell, or put, the holder's interest in the
               underlying securities at par plus accrued interest to a
               financial institution. MTRs may be issued as fixed or variable
               rate instruments. These trusts are organized so that the
               purchaser of the MTR is considered to be investing in the
               underlying municipal securities. This structure is intended to
               allow the tax-exempt status of interest generated by the
               underlying asset to pass through to the purchaser. The portfolio
               may invest up to 50% of its net assets in MTRs. An additional
               10% of the portfolio's net assets may be invested in MTRs on a
               temporary basis at the Advisor's discretion to manage inflows
               into the portfolio.

            -  General obligation notes and bonds, which an issuer backs with
               its full faith and credit. That means the government entity will
               repay the bond out of its general tax revenues.

                                                      Tax-Exempt Portfolio  | 17
<PAGE>

            -  Revenue notes and bonds, which are payable from specific revenue
            sources. These are often tied to the public works projects the
            bonds are financing, but are not generally backed by the issuer's
            taxing power.

            -  Tax-exempt commercial paper, which is tax-exempt debt of
               borrowers that typically matures in 270 days or less.

            -  Short-term municipal notes, such as tax anticipation notes, that
               are issued in anticipation of the receipt of tax revenues.

            -  Municipal obligations backed by letters of credit (a document
               issued by a bank guaranteeing the issuer's payments for a stated
               amount), general bank guarantees or municipal bond insurance.

            -  Floating rate bonds, whose interest rates vary with changes in
               specified market rates or indices. The portfolio may invest in
               high quality floating rate bonds with maturities of one year or
               more if it has the right to sell them back at their face value
               within 397 days of purchase.

            -  Tax-exempt private activity bonds, which are revenue bonds that
               finance non-governmental activities, such as private industry
               construction and which meet certain tax law requirements.

            Working in consultation with portfolio management, a credit team
            screens potential securities and develops a list of those that the
            portfolio may buy. Portfolio management, looking for attractive
            yield and weighing considerations such as credit quality, economic
            outlooks and possible interest rate movements, then decides which
            securities on this list to buy. Portfolio management may adjust the
            portfolio'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 PORTFOLIO

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

            MONEY MARKET FUND RISK. An investment in the portfolio is not
            insured or guaranteed by the FDIC or any other government agency.
            Although the portfolio seeks to preserve the value of your
            investment at $1.00 per share, this share


18 | Tax-Exempt Portfolio
<PAGE>

            price isn't guaranteed and you could lose money by investing in the
            portfolio. The share price of money market funds can fall below the
            $1.00 share price. You should not rely on or expect the Advisor to
            enter into support agreements or take other actions to maintain the
            portfolio's $1.00 share price. The credit quality of the
            portfolio's holdings can change rapidly in certain markets, and the
            default of a single holding could have an adverse impact on the
            portfolio's share price. The portfolio's share price can also be
            negatively affected during periods of high redemption pressures
            and/or illiquid markets. The actions of a few large investors in
            the portfolio may have a significant adverse effect on the share
            price of the portfolio.

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

            CREDIT RISK. A money market instrument's credit quality depends on
            the issuer's ability to pay interest on the security and repay the
            debt; the lower the credit rating, the greater the risk that the
            security's issuer will default, or fail to meet its payment
            obligations. The credit risk of a security may also depend on the
            credit quality of any bank or financial institution that provides
            credit enhancement for it. To reduce credit risk, the portfolio
            only buys high quality securities. Also, the portfolio only buys
            securities with remaining maturities of 397 days (about 13 months)
            or less. This reduces the risk that the issuer's creditworthiness
            will change before such obligations are due, or that the issuer
            will default on the principal and interest payments of the
            obligation.

            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. In addition, the municipal securities market is
            narrower, less liquid and has fewer investors than the taxable
            market.


                                                      Tax-Exempt Portfolio  | 19
<PAGE>

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

            MUNICIPAL TRUST RECEIPTS RISK. The portfolio's investment in MTRs
            is subject to similar risks as other investments in debt
            obligations, including interest rate risk, credit risk and security
            selection risk. Additionally, investments in MTRs raise certain tax
            issues that may not be presented by direct investments in municipal
            bonds. There is some risk that certain issues could be resolved in
            a manner that could adversely impact the performance of the
            portfolio.

            SPECIAL TAX RISKS. Political or legal actions could change the
            tax-exempt status of the portfolio's dividends. Also, to the extent
            that the portfolio invests in taxable securities, a portion of its
            income would be subject to regular federal income taxation.

            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 portfolio may have to
            reinvest the proceeds at lower interest rates. Thus, prepayment may
            reduce the portfolio'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.

            TEMPORARY DEFENSIVE POSITION. In response to adverse political,
            economic or market events, the portfolio may adopt a temporary
            defensive position in which it places more than 20% of the
            portfolio's assets in high quality money market investments that
            are subject to federal income tax. To the extent that the portfolio
            might do so, it may not meet its goal of a high level of current
            tax-free income.


20 | Tax-Exempt Portfolio
<PAGE>

THE PORTFOLIO'S PERFORMANCE HISTORY

While a portfolio'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 portfolio has varied from year
to year, which may give some idea of risk. The table shows how the portfolio's
returns over different periods average out. The "total return" of a portfolio
is the change in the value of an investment in the portfolio over a given
period. Average annual returns are calculated by averaging the year-by-year
returns of the portfolio over a given period. All figures include the effects
of the portfolio'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 portfolio over a seven-day period. This amount is then
annualized, which means that we assume the portfolio generates the same income
every week for a year. To learn the current yield, investors may call (800)
231-8568.

In the bar chart and the table, the performance figures prior to September 27,
2004 are based on the historical performance of the portfolio's Tax-Exempt Cash
Institutional Shares adjusted to reflect the higher total annual operating
expenses of Davidson Cash Equivalent Shares. Although the portfolio's
Tax-Exempt Cash Institutional Shares are not offered in this prospectus, they
are invested in the same portfolio and the annual total returns differ to the
extent that the classes have different fees and expenses.

Tax-Exempt Portfolio

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

[BAR GRAPHIC OMITTED HERE]

[BAR GRAPHIC DATA]

<TABLE>
<S>       <C>       <C>       <C>       <C>       <C>       <C>       <C>     <C>
 3.17      1.82      0.39      0.04      0.23      1.60      2.62     2.85     1.53
2000      2001      2002      2003      2004      2005      2006      2007    2008
</TABLE>





<TABLE>
<CAPTION>
2009 TOTAL RETURN AS OF JUNE 30: 0.02%
<S>                                        <C>
FOR THE PERIODS INCLUDED IN THE BAR CHART:
BEST QUARTER: 0.84%, Q4 2000               WORST QUARTER: 0.01%, Q3 2003
</TABLE>


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



<TABLE>
<CAPTION>
      1 YEAR          5 YEARS      SINCE INCEPTION*
<S>                  <C>          <C>
      1.53              1.76             1.59
</TABLE>


 *   Commencement of operations for the portfolio's Tax-Exempt Cash
     Institutional Shares was on November 17, 1999.

                                                      Tax-Exempt Portfolio  | 21
<PAGE>

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

 D.A. Davidson & Co., the sole sub-distributor of Davidson Cash Equivalent
 Shares, may periodically waive fees in order to maintain minimum yield levels.
 These waivers may be changed or terminated at any time without notice. For
 more recent performance information, contact the financial services firm from
 which you obtained this prospectus.


HOW MUCH INVESTORS PAY

The table below describes the fees and expenses that you may pay if you buy and
hold portfolio 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                               0.06%
 Distribution/Service (12b-1) Fee             0.30
 Other Expenses 1                             0.55
 TOTAL ANNUAL OPERATING EXPENSES              0.91
 Less Fee Waiver/Expense
 Reimbursement 2                              0.06
 NET ANNUAL OPERATING EXPENSES2               0.85
</TABLE>


1    "Other Expenses" include an administrative services fee paid to the Advisor
     in the amount of 0.10% of average daily net assets.

2    Through September 30, 2010, the portfolio's distributor and D.A. Davidson &
     Co., the sole sub-distributor of the Davidson Cash Equivalent Shares, have
     contractually agreed to waive or reimburse certain operating expenses in
     order to maintain the portfolio's Davidson Cash Equivalent Shares total
     annual operating expenses at a level no higher than 0.85% of average daily
     net assets, excluding certain expenses such as extraordinary expenses,
     taxes, brokerage and interest.

Based on the costs above (including one year of capped expenses in each
period), this example helps you compare the expenses of the share class 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>
 $      87         $284         $498       $1,114
</TABLE>



22 | Tax-Exempt Portfolio
<PAGE>

OTHER POLICIES

           Although major changes tend to be infrequent, for Government &
           Agency Securities Portfolio and Tax-Exempt Portfolio, a portfolio's
           Board could change the portfolio's investment objective without
           shareholder approval. Shareholders of Money Market Portfolio must
           approve any change to the portfolio's investment objective and
           policies, except for those policies designated as nonfundamental.

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

           If you want more information on each portfolio'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 a portfolio will
           achieve its objective.

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


                                                            Other Policies  | 23
<PAGE>

WHO MANAGES AND OVERSEES THE PORTFOLIOS


           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 each portfolio. Under the
           oversight of the Board, the Advisor makes investment decisions, buys
           and sells securities for each portfolio and conducts research that
           leads to these purchase and sale decisions. The Advisor provides a
           full range of global investment advisory services to institutional
           and retail clients.

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

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

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


24 | Who Manages and Oversees the Portfolios
<PAGE>

           MANAGEMENT FEE. The Advisor receives a management fee from each
           portfolio. Below are the actual rates paid by each portfolio for the
           most recent fiscal year, as a percentage of each portfolio's average
           daily net assets.


<TABLE>
<CAPTION>
FUND NAME                                                  FEE PAID
<S>                                                      <C>
           Money Market Portfolio                           0.16  %
           Government & Agency Securities Portfolio          0.05%*
           Tax-Exempt Portfolio                             0.06  %
</TABLE>


           *   Reflecting the effect of expense limitations and/or fee waivers
               then in effect.

           The management fee for Government & Agency Securities Portfolio,
           Money Market Portfolio and Tax-Exempt Portfolio, each a series of
           Cash Account Trust, is computed based on the combined average daily
           net assets of the portfolios and allocated among each portfolio
           based upon the relative net assets of each portfolio.


           The Advisor has agreed to reduce its management fee such that after
           allocation of the fee to each series of Cash Account Trust, the
           amount payable by Cash Account Trust - Government & Agency
           Securities Portfolio will be limited to 0.050% of the average daily
           net assets of Cash Account Trust - Government & Agency Securities
           Portfolio.

           A discussion regarding the basis for the Board's approval of each
           portfolio's investment management agreement is contained in the most
           recent shareholder report for the semiannual period ended October 31
           (see "Shareholder reports" on the back cover).

           Under a separate administrative services agreement between
           Government & Agency Securities Portfolio and Tax-Exempt Portfolio
           and the Advisor, each portfolio pays the Advisor a fee for providing
           most of each portfolio's administrative services. Under its
           investment management agreement, Money Market Portfolio pays the
           Advisor for providing most of its administrative services.


           Portfolio management

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


                                   Who Manages and Oversees the Portfolios  | 25
<PAGE>

FINANCIAL HIGHLIGHTS

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


Money Market Portfolio - Davidson Cash Equivalent Shares


<TABLE>
<CAPTION>
YEARS ENDED APRIL 30,                  2009          2008          2007          2006          2005a
<S>                                 <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
--------------------------------     -------       -------       -------       -------        ------
  Net investment income                  .012          .039          .043          .030          .008
________________________________     ________      ________      ________      ________       _______
  Less distributions from net
  investment income                   ( .012)       ( .039)       ( .043)       ( .030)       ( .008)
--------------------------------     --------      --------      --------      --------       -------
NET ASSET VALUE, END OF
PERIOD                               $  1.00       $  1.00       $  1.00       $  1.00        $ 1.00
--------------------------------     --------      --------      --------      --------       -------
Total Return (%)b                       1.25          3.93          4.39          3.00           .82**
--------------------------------     --------      --------      --------      --------       -------
RATIOS TO AVERAGE NET ASSETS AND SUPPLEMENTAL DATA
--------------------------------------------------------------------------     --------       -------
Net assets, end of period
($ millions)                              30            59           240           378           316
________________________________     ________      ________      ________      ________       _______
Ratio of expenses before
expense reductions (%)                   .98          1.00          1.07          1.02          1.01*
________________________________     ________      ________      ________      ________       _______
Ratio of expenses after
expense reductions (%)                   .97           .99          1.00           .97           .95*
________________________________     ________      ________      ________      ________       _______
Ratio of net investment
income (%)                              1.19          3.82          4.28          3.02          1.48*
--------------------------------     --------      --------      --------      --------       -------
</TABLE>


a   For the period from September 27, 2004 (commencement of operations) to
    April 30, 2005.

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

*   Annualized

**   Not annualized

26 | Financial Highlights
<PAGE>

Government & Agency Securities Portfolio - Davidson Cash Equivalent Shares


<TABLE>
<CAPTION>
YEARS ENDED APRIL 30,                    2009            2008          2007          2006          2005a
<S>                                 <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
--------------------------------       -------        --------       -------       -------        ------
  Net investment income                    .008            .036          .043          .029          .008
________________________________       ________       _________      ________      ________       _______
  Less distributions from net
  investment income                     ( .008)        (  .036)       ( .043)       ( .029)       ( .008)
--------------------------------       --------       ---------      --------      --------       -------
NET ASSET VALUE, END OF
PERIOD                                 $  1.00        $   1.00       $  1.00       $  1.00        $ 1.00
--------------------------------       --------       ---------      --------      --------       -------
Total Return (%)b                          .76            3.70          4.37          2.98           .80**
--------------------------------       --------       ---------      --------      --------       -------

RATIOS TO AVERAGE NET ASSETS AND SUPPLEMENTAL DATA
------------------------------------------------------------------------------     --------       -------
Net assets, end of period
($ millions)                                29              40           135           225           231
________________________________       ________       _________      ________      ________       _______
Ratio of expenses before
expense reductions (%)                     .99            1.00          1.09          1.06          1.03*
________________________________       ________       _________      ________      ________       _______
Ratio of expenses after
expense reductions (%)                     .90             .98          1.00           .97           .95*
________________________________       ________       _________      ________      ________       _______
Ratio of net investment
income (%)                              .82c              3.47          4.28          2.97          1.46*
--------------------------------       --------       ---------      --------      --------       -------
</TABLE>


a   For the period from September 27, 2004 (commencement of operations) to
    April 30, 2005.

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

c   Due to the timing of the subscriptions and redemptions, the amount shown
    does not correspond to the total return during the period.

*   Annualized

**   Not annualized

                                                      Financial Highlights  | 27
<PAGE>

Tax-Exempt Portfolio - Davidson Cash Equivalent Shares


<TABLE>
<CAPTION>
YEARS ENDED APRIL 30,                  2009           2008           2007           2006          2005a
<S>                                 <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
--------------------------------     -------       --------       --------       --------        -------
  Net investment income                  .009           .025           .028           .020           .006
________________________________     ________      _________      _________      _________       ________
  Less distributions from net
  investment income                   ( .009)       (  .025)       (  .028)       (  .020)       (  .006)
--------------------------------     --------      ---------      ---------      ---------       --------
NET ASSET VALUE, END OF
PERIOD                               $  1.00       $   1.00       $   1.00       $   1.00        $  1.00
--------------------------------     --------      ---------      ---------      ---------       --------
Total Return (%)b                        .94           2.53           2.79           1.98            .58**
--------------------------------     --------      ---------      ---------      ---------       --------
RATIOS TO AVERAGE NET ASSETS AND SUPPLEMENTAL DATA
----------------------------------------------------------------------------     ---------       --------
Net assets, end of period
($ millions)                              67             75             58             51             34
________________________________     ________      _________      _________      _________       ________
Ratio of expenses before
expense reductions (%)                   .91            .90            .91            .89            .88*
________________________________     ________      _________      _________      _________       ________
Ratio of expenses after
expense reductions (%)                   .86            .85            .85            .85            .85*
________________________________     ________      _________      _________      _________       ________
Ratio of net investment
income (%)                               .92           2.47           2.76           1.97           1.03*
--------------------------------     --------      ---------      ---------      ---------       --------
</TABLE>


a   For the period from September 28, 2004 (commencement of operations) to
    April 30, 2005.

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

*   Annualized

**   Not annualized

28 | Financial Highlights
<PAGE>

HOW TO INVEST IN THE PORTFOLIOS

The following pages describe the main POLICIES associated with buying and
selling shares of each portfolio. There is also information on DIVIDENDS AND
TAXES and other matters that may affect you as the shareholder.

Because each portfolio is available only through a FINANCIAL ADVISOR, such as a
broker or financial institution, you should contact a representative of your
financial advisor for instructions on how to buy or sell portfolio shares.
<PAGE>

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 a portfolio. Please note
           that a financial advisor may charge fees separate from those charged
           by a portfolio and may be compensated by a portfolio.

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

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


           Financial intermediary support payments

           The Advisor, DWS Investments Distributors, Inc. (the "Distributor")
           and/or their affiliates may pay additional compensation, out of
           their own assets and not as an additional charge to each portfolio,
           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 portfolio 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 each portfolio, any
           record keeping/sub-transfer agency/networking fees payable by each
           portfolio (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


30 | Policies You Should Know About
<PAGE>

           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 a portfolio with "shelf space" or
           access to a third party platform or portfolio offering list or other
           marketing programs, including, without limitation, inclusion of the
           portfolio 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
           portfolio attributable to the financial advisor, the particular
           portfolio or portfolio 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 each portfolio serviced and maintained by the financial
           advisor, .05% to .25% of sales of each portfolio 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 each portfolio or of any particular share class of each
           portfolio. 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


                                            Policies You Should Know About  | 31
<PAGE>

           each portfolio. Additional information regarding these revenue
           sharing payments is included in each portfolio's Statement of
           Additional Information, which is available to you on request at no
           charge (see the back cover of this prospectus for more information
           on how to request a copy of the Statement of Additional
           Information).

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

           It is likely that broker-dealers that execute portfolio transactions
           for each portfolio 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 each portfolio. 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.


           Rule 12b-1 Plan

           Each portfolio has adopted a plan under Rule 12b-1 that authorizes
           the payment of an annual distribution/service fee, payable monthly,
           of 0.30% of each portfolio's Davidson Cash Equivalent Shares average
           daily net assets. Because 12b-1 fees are paid out of a portfolio's
           assets, attributable to a particular share class, on an ongoing
           basis, they will, over time, increase the cost of an investment in
           that share class and may cost more than paying other types of sales
           charges.


32 | Policies You Should Know About
<PAGE>

           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 each portfolio, then we may reject your application and order.

           Each portfolio 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 each portfolio, after a reasonable effort to do so,
           you will receive written notification.

           With certain limited exceptions, only US residents may invest in
           each portfolio.

           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.


                                            Policies You Should Know About  | 33
<PAGE>

           TRANSACTION PROCESSING. 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 4:00
           p.m. Eastern time (3:00 p.m. Eastern time for Tax-Exempt Portfolio),
           it will normally receive the dividend for that day.

           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 a portfolio or its agents have
           incurred.

           Please contact your financial advisor for wire instructions and
           purchase orders.

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

           In order to receive proceeds by wire, contact the transfer agent
           before 4:00 p.m. Eastern time (3:00 p.m. Eastern time for Tax-Exempt
           Portfolio). After you inform the transfer agent of the amount of
           your redemption, you will receive a trade confirmation number. If a
           portfolio receives a sell request before 4:00 p.m. Eastern time
           (3:00 p.m. Eastern time for Tax-Exempt Portfolio) and the request
           calls for proceeds to be sent out by wire, the proceeds will
           normally be wired on the same day. However, the shares sold will not
           earn that day's dividend.

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


34 | Policies You Should Know About
<PAGE>

           CHECKWRITING enables you to sell shares of the portfolio by writing
           a check. Your investment keeps earning dividends until your check
           clears. Please note that we will not accept checks for less than
           $250. Please note that you should not write checks for more than
           $5,000,000. 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.

           EACH PORTFOLIO 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
           portfolio 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 portfolio sending you
           the first portfolio account statement on which an improper charge
           appears.

           EACH PORTFOLIO DOES NOT ISSUE SHARE CERTIFICATES.

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

           SELLING SHARES OF TRUST ACCOUNTS AND BUSINESS OR ORGANIZATION
           ACCOUNTS may require additional documentation. Please call (800)
           231-8568 or contact your financial advisor for more information.


                                            Policies You Should Know About  | 35
<PAGE>

           MONEY FROM SHARES YOU SELL is sent out within one business day of
           the business day that your redemption order is effective except as
           discussed below, although for Tax-Exempt Portfolio it could be
           delayed for up to seven days. It could be longer when you are
           selling shares you bought recently by check or ACH (the funds will
           be placed under a 10 calendar day hold to ensure good funds) or when
           unusual circumstances prompt the SEC to allow further delays.
           Certain expedited redemption processes (e.g., redemption proceeds by
           wire) may also be delayed or unavailable when you are selling shares
           recently purchased or in the event of the closing of the Federal
           Reserve wire payment system. Each portfolio reserves the right to
           suspend or postpone redemptions as permitted pursuant to Section
           22(e) of the Investment Company Act of 1940. 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 a portfolio or the fair
           determination of the value of a portfolio'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 each portfolio, please see "Other rights we reserve."

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

           YOUR FINANCIAL ADVISOR MAY SET ITS OWN MINIMUM INVESTMENT, although
           that set by each portfolio is $1,000.

           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 each portfolio and, accordingly, the Board of
           each portfolio has not approved any policies and procedures designed
           to limit this activity. However, each portfolio reserves the right
           to and may reject or cancel a purchase or exchange order into a
           portfolio 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 DWS fund.


36 | Policies You Should Know About
<PAGE>

           How each portfolio calculates share price

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


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


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

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

           EACH PORTFOLIO IS OPEN FOR BUSINESS each day the New York Stock
           Exchange (the "Exchange") is open. Normally, each portfolio
           calculates its share price once every business day as of the close
           of regular trading on the Exchange (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) 4:00 p.m.
           Eastern time (3:00 p.m. Eastern time for Tax-Exempt Portfolio) or
           (b) the early closing time of the Exchange. Each portfolio seeks to
           maintain a stable $1.00 share price.

           Each portfolio 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 a
           portfolio'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, a portfolio 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


                                            Policies You Should Know About  | 37
<PAGE>

           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 a portfolio 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 contact
           your financial advisor for additional information about whether a
           portfolio will be open for business on a particular day. Information
           concerning the intention of a portfolio to be open for a Limited
           Trading Period will be available at least one business day prior to
           the applicable day that the Exchange is closed or is closing early
           in the case of scheduled closings and as soon as practical in the
           case of unscheduled closings.


           Other rights we reserve

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

           -  withdraw or suspend the offering of shares at any time

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

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

38 | Policies You Should Know About
<PAGE>

           -  refuse, cancel, limit or rescind any purchase order, without
           prior notice; freeze any account (meaning you will not be able to
           purchase portfolio 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 a portfolio's best interests or when a
           portfolio 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 portfolio 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 portfolio
              shares and you may incur a tax liability

           -  for Tax-Exempt Portfolio, 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; generally, the portfolio 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 portfolio's
              net assets, whichever is less

           -  change, add or withdraw various services, fees and account
              policies (for example, we may adjust a portfolio's investment
              minimums at any time). All orders to purchase shares of a
              portfolio are subject to acceptance and are not binding until
              confirmed or accepted in writing

UNDERSTANDING DISTRIBUTIONS AND TAXES

           Each portfolio intends to distribute to its shareholders virtually
           all of its net earnings. Each portfolio 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.
           (Each portfolio's earnings are separate from any gains or losses
           stemming from your own purchase and sale of shares.) Each portfolio
           may not always pay a dividend or distribution for a given period.





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.



                                     Understanding Distributions and Taxes  | 39
<PAGE>

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

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

           Your dividends will be automatically reinvested in portfolio shares.


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

           For federal income tax purposes, distributions of net investment
           income (other than "tax-exempt dividends" for the Tax-Exempt
           Portfolio) are taxable as ordinary income. Each portfolio does not
           expect to make distributions that are eligible for taxation as
           long-term capital gains or as qualified dividend income.

           For most shareholders, dividends from the Tax-Exempt Portfolio are
           generally exempt from federal income tax, and a portion of the
           dividends from the Government & Agency Securities Portfolio are
           generally exempt from state and local income taxes. However, there
           are a few exceptions:

           -  A portion of a portfolio's dividends may be taxable if it came
              from investments in taxable securities, tax-exempt market
              discount bonds, or as the result of short or long-term capital
              gains.

40 | Understanding Distributions and Taxes
<PAGE>

           -  With respect to the Tax-Exempt Portfolio, because the portfolio
           can invest up to 20% of its net assets in securities whose income is
           subject to the federal alternative minimum tax (AMT), you may owe
           taxes on a portion of your dividends if you are among those
           investors who must pay AMT. In addition, if you receive social
           security or railroad retirement benefits, you should consult your
           tax advisor to determine what effect, if any, an investment in the
           Tax-Exempt Portfolio may have on the federal taxation of your
           benefits.

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

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

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


                                     Understanding Distributions and Taxes  | 41
<PAGE>

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


           Using the annual portfolio operating expense ratios presented in the
           fee tables in the portfolio 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
           portfolio held for the next 10 years and the impact of such fees and
           expenses on portfolio returns for each year and cumulatively,
           assuming a 5% return for each year. The historical rate of return
           for the portfolio may be higher or lower than 5% and, for money
           market funds, is typically less than 5%. The tables also assume that
           all dividends and distributions are reinvested and that, where
           applicable, Class B shares convert to Class A shares after six
           years. The annual portfolio expense ratios shown are net of any
           contractual fee waivers or expense reimbursements, if any, for the
           period of the contractual commitment. The tables reflect the maximum
           initial sales charge, if any, but do not reflect any contingent
           deferred sales charge or redemption fees, if any, which may be
           payable upon redemption. If contingent deferred sales charges or
           redemption fees were shown, the "Hypothetical Year-End Balance After
           Fees and Expenses" amounts shown would be lower and the "Annual Fees
           and Expenses" amounts shown would be higher. 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 portfolio 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 portfolio's prospectus to consider the
           investment objectives, risks, expenses and charges of the portfolio
           prior to investing.


42 | Appendix
<PAGE>

Money Market Portfolio - Davidson Cash Equivalent 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%        0.98%              4.02%       $ 10,402.00        $    99.97
   2           10.25%        0.98%              8.20%       $ 10,820.16        $   103.99
   3           15.76%        0.98%             12.55%       $ 11,255.13        $   108.17
   4           21.55%        0.98%             17.08%       $ 11,707.59        $   112.52
   5           27.63%        0.98%             21.78%       $ 12,178.23        $   117.04
   6           34.01%        0.98%             26.68%       $ 12,667.80        $   121.75
   7           40.71%        0.98%             31.77%       $ 13,177.04        $   126.64
   8           47.75%        0.98%             37.07%       $ 13,706.76        $   131.73
   9           55.13%        0.98%             42.58%       $ 14,257.77        $   137.03
  10           62.89%        0.98%             48.31%       $ 14,830.93        $   142.53
  TOTAL                                                                        $ 1,201.37
</TABLE>



                                                                  Appendix  | 43
<PAGE>

Government & Agency Securities Portfolio - Davidson Cash Equivalent 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 AND        EXPENSE        FEES AND           FEES AND         FEES AND
YEAR          EXPENSES         RATIOS        EXPENSES           EXPENSES         EXPENSES
<S>       <C>                <C>          <C>               <C>                <C>
   1            5.00%        0.99%              4.01%       $ 10,401.00        $   100.98
   2           10.25%        0.99%              8.18%       $ 10,818.08        $   105.03
   3           15.76%        0.99%             12.52%       $ 11,251.89        $   109.25
   4           21.55%        0.99%             17.03%       $ 11,703.09        $   113.63
   5           27.63%        0.99%             21.72%       $ 12,172.38        $   118.18
   6           34.01%        0.99%             26.60%       $ 12,660.49        $   122.92
   7           40.71%        0.99%             31.68%       $ 13,168.18        $   127.85
   8           47.75%        0.99%             36.96%       $ 13,696.22        $   132.98
   9           55.13%        0.99%             42.45%       $ 14,245.44        $   138.31
  10           62.89%        0.99%             48.17%       $ 14,816.68        $   143.86
  TOTAL                                                                        $ 1,212.99
</TABLE>



44 | Appendix
<PAGE>

            Tax-Exempt Portfolio - Davidson Cash Equivalent Shares



<TABLE>
<CAPTION>
              MAXIMUM           INITIAL HYPOTHETICAL                 ASSUMED RATE
           SALES CHARGE:             INVESTMENT:                      OF RETURN:
               5.00%                   $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%        0.85%              4.15%       $ 10,415.00        $    86.76
   2           10.25%        0.91%              8.41%       $ 10,840.97        $    96.71
   3           15.76%        0.91%             12.84%       $ 11,284.37        $   100.67
   4           21.55%        0.91%             17.46%       $ 11,745.90        $   104.79
   5           27.63%        0.91%             22.26%       $ 12,226.31        $   109.07
   6           34.01%        0.91%             27.26%       $ 12,726.36        $   113.53
   7           40.71%        0.91%             32.47%       $ 13,246.87        $   118.18
   8           47.75%        0.91%             37.89%       $ 13,788.67        $   123.01
   9           55.13%        0.91%             43.53%       $ 14,352.63        $   128.04
  10           62.89%        0.91%             49.40%       $ 14,939.65        $   133.28
  TOTAL                                                                        $ 1,114.04
</TABLE>



                                                                  Appendix  | 45
<PAGE>

TO GET MORE INFORMATION

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

STATEMENT OF ADDITIONAL INFORMATION (SAI) - This tells you more about a
portfolio'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
a portfolio, call (800) 231-8568, or contact DWS Investments at the address
listed below. SAIs and shareholder reports are also available through the DWS
Investments Web site at www.dws-investments.com. These documents and other
information about each portfolio 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 each
portfolio, including each portfolio'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>
DWS INVESTMENTS      SEC                     DISTRIBUTOR
-----------------    --------------------    ------------------------------
<S>                  <C>                     <C>
PO Box 219153        100 F Street, N.E.      DWS Investments Distributors,
Kansas City, MO      Washington, D.C.        Inc.
64121-9153           20549-0102              222 South Riverside Plaza
WWW.DWS-             WWW.SEC.GOV             Chicago, IL 60606-5808
INVESTMENTS.COM      (800) SEC-0330          (800) 621-1148
(800) 231-8568
</TABLE>



<TABLE>
<S>                     <C>                                           <C>
SEC FILE NUMBER:
Cash Account Trust                        Money Market Portfolio      811-05970
Cash Account Trust      Government & Agency Securities Portfolio      811-05970
Cash Account Trust                          Tax-Exempt Portfolio      811-05970
</TABLE>



(08/01/09) DAD-1
[RECYCLE GRAPHIC APPEARS HERE]

<PAGE>

PROSPECTUS

August 1, 2009


DAVIDSON CASH EQUIVALENT
PLUS SHARES

MONEY MARKET PORTFOLIO

GOVERNMENT & AGENCY SECURITIES
PORTFOLIO

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     Money Market Portfolio
 10     Government & Agency
        Securities Portfolio
 16     Other Policies
 17     Who Manages and Oversees
        the Portfolios
 19     Financial Highlights


</TABLE>
<TABLE>
<S>     <C>
HOW TO INVEST IN THE PORTFOLIOS
 22     Policies You Should Know
        About
 31     Understanding Distributions
        and Taxes
 33     Appendix
</TABLE>

<PAGE>


<TABLE>
<S>                           <C>
                                Davidson Cash
                              Equivalent Plus
                              Shares
  ticker symbol                 CSPXX
    fund number                 259

    MONEY MARKET PORTFOLIO


</TABLE>

            THE PORTFOLIO'S MAIN INVESTMENT STRATEGY

            The portfolio seeks maximum current income consistent with
            stability of capital.

            The portfolio pursues its objective by investing exclusively in
            high quality short-term securities, as well as certain repurchase
            agreements that are backed by high-quality securities.

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

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

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

            -  Portfolio securities are denominated in US dollars and have
               remaining maturities of 12 months or less at the time of
               purchase. The portfolio may also invest in securities that have
               the effect of reducing their maturities to 12 months or less at
               the time of purchase

            -  The portfolio 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;


                                                     Money Market Portfolio  | 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 portfolio may invest in high quality, short-term, US dollar
            denominated money market instruments paying a fixed, variable or
            floating interest rate. These include:

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

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

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

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

            The portfolio may buy securities from many types of issuers,
            including the US government, US and foreign banks, corporations and
            municipalities. The portfolio will normally invest at least 25% of
            its total assets in bank obligations.

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


4 | Money Market Portfolio
<PAGE>

            Working in consultation with portfolio management, a credit team
            screens potential securities and develops a list of those that the
            portfolio may buy. Portfolio management, looking for attractive
            yield and weighing considerations such as credit quality, economic
            outlooks and possible interest rate movements, then decides which
            securities on this list to buy. Portfolio management may adjust the
            portfolio'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 PORTFOLIO

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

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

            INTEREST RATE RISK. Money market instruments, like all debt
            securities, face the risk that the securities will decline in value
            because of changes in interest rates. Generally, investments
            subject to interest rate risk will decrease in value when interest
            rates rise and increase in value when interest rates decline. To
            reduce such price fluctuations, the portfolio limits the
            dollar-weighted average maturity of the securities held by the
            portfolio 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.


                                                     Money Market Portfolio  | 5
<PAGE>

            CREDIT RISK. A money market instrument's credit quality depends on
            the issuer's ability to pay interest on the security and repay the
            debt; the lower the credit rating, the greater the risk that the
            security's issuer will default, or fail to meet its payment
            obligations. The credit risk of a security may also depend on the
            credit quality of any bank or financial institution that provides
            credit enhancement for it. To reduce credit risk, the portfolio
            only buys high quality securities. Also, the portfolio only buys
            securities with remaining maturities of 12 months or less. This
            reduces the risk that the issuer's creditworthiness will change
            before such obligations are due, 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 portfolio invests in short-term
            securities, which by their nature are relatively stable
            investments, the risk remains that the securities in which the
            portfolio invests will not perform as expected. This could cause
            the portfolio's returns to lag behind those of similar money market
            mutual funds.

            REPURCHASE AGREEMENT RISK. A repurchase agreement exposes the
            portfolio to the risk that the party that sells the securities may
            default on its obligation to repurchase them. In this circumstance,
            the portfolio 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.

6 | Money Market Portfolio
<PAGE>

            The portfolio seeks to reduce this risk by monitoring the
            creditworthiness of the sellers with whom it enters into repurchase
            agreements. The portfolio 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.

            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 portfolio may have to
            reinvest the proceeds at lower interest rates. Thus, prepayment may
            reduce the portfolio'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 portfolio 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.


                                                     Money Market Portfolio  | 7
<PAGE>

THE PORTFOLIO'S PERFORMANCE HISTORY

While a portfolio'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 portfolio has varied from year
to year, which may give some idea of risk. The table shows how the portfolio's
returns over different periods average out. The "total return" of a portfolio
is the change in the value of an investment in the portfolio over a given
period. Average annual returns are calculated by averaging the year-by-year
returns of the portfolio over a given period. All figures include the effects
of the portfolio'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 portfolio over a seven-day period. This amount is then
annualized, which means that we assume the portfolio generates the same income
every week for a year. To learn the current yield, investors may call (800)
231-8568.

In the bar chart and the table, the performance figures prior to September 27,
2004 are based on the historical performance of the portfolio's Institutional
Money Market Shares adjusted to reflect the higher total annual operating
expenses of Davidson Cash Equivalent Plus Shares. Although the portfolio's
Institutional Money Market Shares are not offered in this prospectus, they are
invested in the same portfolio and the annual total returns differ to the
extent that the classes have different fees and expenses.

Money Market Portfolio

ANNUAL TOTAL RETURN (%) AS OF 12/31 EACH YEAR - Davidson Cash Equivalent Plus
Shares

[BAR GRAPHIC OMITTED HERE]

[BAR GRAPHIC DATA]

<TABLE>
<S>       <C>       <C>       <C>       <C>       <C>       <C>       <C>     <C>
 5.71      3.44      0.97      0.33      0.56      2.51      4.26     4.61    2.23
2000      2001      2002      2003      2004      2005      2006      2007    2008
</TABLE>





<TABLE>
<CAPTION>
2009 TOTAL RETURN AS OF JUNE 30: 0.11%
<S>                                        <C>
FOR THE PERIODS INCLUDED IN THE BAR CHART:
BEST QUARTER: 1.48%, Q3 2000               WORST QUARTER: 0.05%, Q3 2003
</TABLE>


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



<TABLE>
<CAPTION>
      1 YEAR          5 YEARS      SINCE INCEPTION*
<S>                  <C>          <C>
            2.23         2.82             2.88
</TABLE>


 *   Commencement of operations for the portfolio's Institutional Money Market
     Shares was on January 22, 1999.

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

8 | Money Market Portfolio
<PAGE>

 D.A. Davidson & Co., the sole sub-distributor of Davidson Cash Equivalent Plus
 Shares, may periodically waive fees in order to maintain minimum yield levels.
 These waivers may be changed or terminated at any time without notice. For
 more recent performance information, contact the financial services firm from
 which you obtained this prospectus.


HOW MUCH INVESTORS PAY

The table below describes the fees and expenses that you may pay if you buy and
hold portfolio 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                               0.16%
 Distribution/Service (12b-1) Fee             0.25
 Other Expenses                               0.45
 TOTAL ANNUAL OPERATING EXPENSES 1            0.86
</TABLE>


1  The portfolio's distributor and D.A. Davidson & Co., the sole
   sub-distributor of the Davidson Cash Equivalent Plus Shares, may
   voluntarily waive or reimburse certain operating expenses from time to time
   in order to maintain portfolio expenses at agreed upon levels. This waiver
   or reimbursement arrangement may be terminated at any time at the option of
   the distributor and D.A. Davidson & Co., subject to the terms of their
   arrangement.

Based on the costs above, this example helps you compare the expenses of the
share class 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>
 $      88         $274         $477       $1,061
</TABLE>



                                                     Money Market Portfolio  | 9
<PAGE>


<TABLE>
<S>                                             <C>
                                                 Davidson Cash
                                                Equivalent Plus
                                                Shares
  ticker symbol                                   CDPXX
    fund number                                   264

    GOVERNMENT & AGENCY SECURITIES PORTFOLIO


</TABLE>

            THE PORTFOLIO'S MAIN INVESTMENT STRATEGY

            The portfolio seeks to provide maximum current income
            consistent with stability of capital.

            The portfolio pursues its objective by investing in US Treasury
            bills, notes, bonds and other obligations issued or guaranteed by
            the US government, its agencies or instrumentalities and repurchase
            agreements backed by these securities. The portfolio may invest up
            to 10% of its total assets in other money market mutual funds in
            accordance with applicable regulations. The Board will provide
            shareholders with at least 60 days' notice prior to making any
            changes to the portfolio's policy of investing exclusively in these
            securities.

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

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

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


10 | Government & Agency Securities Portfolio
<PAGE>

            Principal investments

            The portfolio primarily invests in the following types of
            investments:

            -  US Treasury bills, notes, bonds and other obligations issued by
               the US government, its agencies and instrumentalities. For
               certain securities the US government guarantees the timely
               payment of interest and principal, but it does not guarantee the
               market value of these obligations.

            -  Repurchase agreements for which the portfolio buys securities at
               one price with a simultaneous agreement to sell back the
               securities at a future date at an agreed-upon price.

            The portfolio may invest in floating and variable rate instruments
            (obligations that do not bear interest at fixed rates).

            Working in consultation with portfolio management, a credit team
            screens potential securities and develops a list of those that the
            portfolio may buy. Portfolio management, looking for attractive
            yield and weighing considerations such as credit quality, economic
            outlooks and possible interest rate movements, then decides which
            securities on this list to buy. Portfolio management may adjust the
            portfolio'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 PORTFOLIO

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

            MONEY MARKET FUND RISK. An investment in the portfolio is not
            insured or guaranteed by the FDIC or any other government agency.
            Although the portfolio 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 portfolio. The share
            price of money market funds can fall below the $1.00 share price.
            You should not rely on or expect the Advisor to enter into support
            agreements or take other actions to maintain the portfolio's $1.00
            share price. The credit quality of the portfolio's holdings can
            change rapidly in certain markets, and the default of a single
            holding could have an


                                  Government & Agency Securities Portfolio  | 11
<PAGE>

            adverse impact on the portfolio's share price. The portfolio's
            share price can also be negatively affected during periods of high
            redemption pressures and/or illiquid markets. The actions of a few
            large investors in the portfolio may have a significant adverse
            effect on the share price of the portfolio.

            INTEREST RATE RISK. Money market instruments, like all debt
            securities, face the risk that the securities will decline in value
            because of changes in interest rates. Generally, investments
            subject to interest rate risk will decrease in value when interest
            rates rise and increase in value when interest rates decline. To
            reduce such price fluctuations, the portfolio limits the
            dollar-weighted average maturity of the securities held by the
            portfolio 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. Because of the portfolio's high credit
            standards, its yield may be lower than the yields of money funds
            that do not limit their investments to US government and agency
            securities.

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

            REPURCHASE AGREEMENT RISK. A repurchase agreement exposes the
            portfolio to the risk that the party that sells the securities may
            default on its obligation to repurchase them. In this circumstance,
            the portfolio 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.

12 | Government & Agency Securities Portfolio
<PAGE>

            The portfolio seeks to reduce this risk by monitoring the
            creditworthiness of the sellers with whom it enters into repurchase
            agreements. The portfolio 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.

            CREDIT RISK. If a portfolio security declines in credit quality or
            goes into default, it could hurt the portfolio's performance.
            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.
            Other securities are backed by the full faith and credit of the US
            government.


                                  Government & Agency Securities Portfolio  | 13
<PAGE>

THE PORTFOLIO'S PERFORMANCE HISTORY

While a portfolio'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 portfolio has varied from year
to year, which may give some idea of risk. The table shows how the portfolio's
returns over different periods average out. The "total return" of a portfolio
is the change in the value of an investment in the portfolio over a given
period. Average annual returns are calculated by averaging the year-by-year
returns of the portfolio over a given period. All figures include the effects
of the portfolio'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 portfolio over a seven-day period. This amount is then
annualized, which means that we assume the portfolio generates the same income
every week for a year. To learn the current yield, investors may call (800)
231-8568.

Government & Agency Securities Portfolio

ANNUAL TOTAL RETURN (%) AS OF 12/31 EACH YEAR - Davidson Cash Equivalent Plus
Shares

[BAR GRAPHIC OMITTED HERE]

[BAR GRAPHIC DATA]

<TABLE>
<S>       <C>       <C>     <C>
 2.49      4.25     4.45    1.76
2005      2006      2007    2008
</TABLE>





<TABLE>
<CAPTION>
2009 TOTAL RETURN AS OF JUNE 30: 0.03%
<S>                                        <C>
FOR THE PERIODS INCLUDED IN THE BAR CHART:
BEST QUARTER: 1.14%, Q3 2006               WORST QUARTER: 0.19%, Q4 2008
</TABLE>


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



<TABLE>
<CAPTION>
    1 YEAR        SINCE INCEPTION*
<S>              <C>
     1.76               3.11
</TABLE>


     *   Commencement of operations was on September 28, 2004.

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

 D.A. Davidson & Co., the sole sub-distributor of Davidson Cash Equivalent Plus
 Shares, may periodically waive fees in order to maintain minimum yield levels.
 These waivers may be changed or terminated at any time without notice. For
 more recent performance information, contact the financial services firm from
 which you obtained this prospectus.


14 | Government & Agency Securities Portfolio
<PAGE>

HOW MUCH INVESTORS PAY

The table below describes the fees and expenses that you may pay if you buy and
hold portfolio 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                             0.05%
 Distribution/Service (12b-1) Fee             0.25
 Other Expenses 2                             0.53
 TOTAL ANNUAL OPERATING EXPENSES 3            0.83
</TABLE>


1    The Advisor has agreed to reduce its management fee such that after
     allocation of the fee to each series of Cash Account Trust the amount
     payable by Government & Agency Securities Portfolio is limited to 0.050% of
     its average daily net assets.

2    "Other Expenses" include an administrative services fee paid to the Advisor
     in the amount of 0.10% of average daily net assets.

3    The portfolio's distributor and D.A. Davidson & Co., the sole
     sub-distributor of the Davidson Cash Equivalent Plus Shares, have
     voluntarily agreed to waive or reimburse certain operating expenses from
     time to time in order to maintain portfolio expenses at agreed upon levels.
     This waiver or reimbursement arrangement may be terminated at any time at
     the option of the distributor and D.A. Davidson & Co., subject to the terms
     of their arrangement.

Based on the costs above, this example helps you compare the expenses of the
share class 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>
 $      85         $265         $460       $1,025
</TABLE>



                                  Government & Agency Securities Portfolio  | 15
<PAGE>

OTHER POLICIES

           Although major changes tend to be infrequent, for Government &
           Agency Securities Portfolio, the portfolio's Board could change the
           portfolio's investment objective without shareholder approval.
           Shareholders of Money Market Portfolio must approve any change to
           the portfolio's investment objective and policies, except for those
           policies designated as nonfundamental.

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

           If you want more information on each portfolio'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 a portfolio will
           achieve its objective.

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


16 | Other Policies
<PAGE>

WHO MANAGES AND OVERSEES THE PORTFOLIOS


           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 each portfolio. Under the
           oversight of the Board, the Advisor makes investment decisions, buys
           and sells securities for each portfolio and conducts research that
           leads to these purchase and sale decisions. The Advisor provides a
           full range of global investment advisory services to institutional
           and retail clients.

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

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

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


                                   Who Manages and Oversees the Portfolios  | 17
<PAGE>

           MANAGEMENT FEE. The Advisor receives a management fee from each
           portfolio. Below are the actual rates paid by each portfolio for the
           most recent fiscal year, as a percentage of each portfolio's average
           daily net assets.


<TABLE>
<CAPTION>
FUND NAME                                                  FEE PAID
<S>                                                      <C>
           Money Market Portfolio                           0.16  %
           Government & Agency Securities Portfolio          0.05%*
</TABLE>


           *   Reflecting the effect of expense limitations and/or fee waivers
               then in effect.

           The management fee for Government & Agency Securities Portfolio and
           Money Market Portfolio is computed based on the combined average
           daily net assets of Government & Agency Securities Portfolio, Money
           Market Portfolio and Tax-Exempt Portfolio, each a series of Cash
           Account Trust, and allocated among each portfolio based upon the
           relative net assets of each portfolio.


           The Advisor has agreed to reduce its management fee such that after
           allocation of the fee to each series of Cash Account Trust, the
           amount payable by Cash Account Trust - Government & Agency
           Securities Portfolio will be limited to 0.050% of the average daily
           net assets of Cash Account Trust - Government & Agency Securities
           Portfolio.

           A discussion regarding the basis for the Board's approval of each
           portfolio's investment management agreement is contained in the most
           recent shareholder report for the semiannual period ended October 31
           (see "Shareholder reports" on the back cover).

           Under a separate administrative services agreement between
           Government & Agency Securities Portfolio and the Advisor, the
           portfolio pays the Advisor a fee for providing most of the
           portfolio's administrative services. Under its investment management
           agreement, Money Market Portfolio pays the Advisor for providing
           most of its administrative services.


           Portfolio management

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


18 | Who Manages and Oversees the Portfolios
<PAGE>

FINANCIAL HIGHLIGHTS

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


Money Market Portfolio - Davidson Cash Equivalent Plus Shares


<TABLE>
<CAPTION>
YEARS ENDED APRIL 30,                  2009          2008          2007          2006          2005a
<S>                                 <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
--------------------------------     -------       -------       -------       -------        ------
  Net investment income                  .013          .040          .044          .031          .009
________________________________     ________      ________      ________      ________       _______
  Less distributions from net
  investment income                   ( .013)       ( .040)       ( .044)       ( .031)       ( .009)
--------------------------------     --------      --------      --------      --------       -------
NET ASSET VALUE, END OF
PERIOD                               $  1.00       $  1.00       $  1.00       $  1.00        $ 1.00
--------------------------------     --------      --------      --------      --------       -------
Total Return (%)b                       1.35          4.07          4.54          3.15           .90**
--------------------------------     --------      --------      --------      --------       -------
RATIOS TO AVERAGE NET ASSETS AND SUPPLEMENTAL DATA
--------------------------------------------------------------------------     --------       -------
Net assets, end of period
($ millions)                               5            12            83           150           109
________________________________     ________      ________      ________      ________       _______
Ratio of expenses before
expense reductions (%)                   .86           .85           .88           .84           .82*
________________________________     ________      ________      ________      ________       _______
Ratio of expenses after
expense reductions (%)                   .86           .85           .85           .82           .80*
________________________________     ________      ________      ________      ________       _______
Ratio of net investment
income (%)                              1.30          3.96          4.43          3.17          1.63*
--------------------------------     --------      --------      --------      --------       -------
</TABLE>


a    For the period from September 28, 2004 (commencement of operations) to
     April 30, 2005.

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

*   Annualized

**   Not annualized

                                                      Financial Highlights  | 19
<PAGE>

Government & Agency Securities Portfolio - Davidson Cash Equivalent Plus Shares



<TABLE>
<CAPTION>
YEARS ENDED APRIL 30,                    2009           2008          2007          2006          2005a
<S>                                 <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
--------------------------------       -------        -------       -------       -------        ------
  Net investment income                    .009           .038          .044          .031          .009
________________________________       ________       ________      ________      ________       _______
  Less distributions from net
  investment income                     ( .009)        ( .038)       ( .044)       ( .031)       ( .009)
--------------------------------       --------       --------      --------      --------       -------
NET ASSET VALUE, END OF
PERIOD                                 $  1.00        $  1.00       $  1.00       $  1.00        $ 1.00
--------------------------------       --------       --------      --------      --------       -------
Total Return (%)b                          .89           3.84          4.52          3.14           .87**
--------------------------------       --------       --------      --------      --------       -------
RATIOS TO AVERAGE NET ASSETS AND SUPPLEMENTAL DATA
-----------------------------------------------------------------------------     --------       -------
Net assets, end of period
($ millions)                                24             31            36           106            86
________________________________       ________       ________      ________      ________       _______
Ratio of expenses before
expense reductions (%)                     .83            .87           .89           .85           .82*
________________________________       ________       ________      ________      ________       _______
Ratio of expenses after
expense reductions (%)                     .78            .86           .85           .82           .80*
________________________________       ________       ________      ________      ________       _______
Ratio of net investment
income (%)                              .96c             3.59          4.43          3.12          1.62*
--------------------------------       --------       --------      --------      --------       -------
</TABLE>


a    For the period from October 4, 2004 (commencement of operations) to April
     30, 2005.

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

c    Due to the timing of the subscriptions and redemptions, the amount shown
     does not correspond to the total return during the period.

*   Annualized

**   Not annualized

20 | Financial Highlights
<PAGE>

HOW TO INVEST IN THE PORTFOLIOS
The following pages describe the main POLICIES associated with buying and
selling shares of each portfolio. There is also information on DIVIDENDS AND
TAXES and other matters that may affect you as the shareholder.

Because each portfolio is available only through a FINANCIAL ADVISOR, such as a
broker or financial institution, you should contact a representative of your
financial advisor for instructions on how to buy or sell portfolio shares.
<PAGE>

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 a portfolio. Please note
           that a financial advisor may charge fees separate from those charged
           by a portfolio and may be compensated by a portfolio.

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

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


           Financial intermediary support payments

           The Advisor, DWS Investments Distributors, Inc. (the "Distributor")
           and/or their affiliates may pay additional compensation, out of
           their own assets and not as an additional charge to each portfolio,
           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 portfolio 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 each portfolio, any
           record keeping/sub-transfer agency/networking fees payable by each
           portfolio (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


22 | Policies You Should Know About
<PAGE>

           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 a portfolio with "shelf space" or
           access to a third party platform or portfolio offering list or other
           marketing programs, including, without limitation, inclusion of the
           portfolio 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
           portfolio attributable to the financial advisor, the particular
           portfolio or portfolio 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 each portfolio serviced and maintained by the financial
           advisor, .05% to .25% of sales of each portfolio 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 each portfolio or of any particular share class of each
           portfolio. 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


                                            Policies You Should Know About  | 23
<PAGE>

           each portfolio. Additional information regarding these revenue
           sharing payments is included in each portfolio's Statement of
           Additional Information, which is available to you on request at no
           charge (see the back cover of this prospectus for more information
           on how to request a copy of the Statement of Additional
           Information).

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

           It is likely that broker-dealers that execute portfolio transactions
           for each portfolio 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 each portfolio. 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.


           Rule 12b-1 Plan

           Each portfolio has adopted a plan under Rule 12b-1 that authorizes
           the payment of an annual distribution/service fee, payable monthly,
           of 0.25% of each portfolio's Davidson Cash Equivalent Plus Shares
           average daily net assets. Because 12b-1 fees are paid out of a
           portfolio's assets, attributable to a particular share class, on an
           ongoing basis, they will, over time, increase the cost of an
           investment in that share class and may cost more than paying other
           types of sales charges.


24 | Policies You Should Know About
<PAGE>

           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 each portfolio, then we may reject your application and order.

           Each portfolio 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 each portfolio, after a reasonable effort to do so,
           you will receive written notification.

           With certain limited exceptions, only US residents may invest in
           each portfolio.

           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.


                                            Policies You Should Know About  | 25
<PAGE>

           TRANSACTION PROCESSING. 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 4:00
           p.m. Eastern time, it will normally receive the dividend for that
           day.

           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 a portfolio or its agents have
           incurred.

           Please contact your financial advisor for wire instructions and
           purchase orders.

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

           In order to receive proceeds by wire, contact the transfer agent
           before 4:00 p.m. Eastern time. After you inform the transfer agent
           of the amount of your redemption, you will receive a trade
           confirmation number. If a portfolio receives a sell request before
           4:00 p.m. Eastern time and the request calls for proceeds to be sent
           out by wire, the proceeds will normally be wired on the same day.
           However, the shares sold will not earn that day's dividend.

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

           CHECKWRITING enables you to sell shares of the portfolio by writing
           a check. Your investment keeps earning dividends until your check
           clears. Please note that we will not accept checks for less than
           $250. Please note that you should not write checks for more than
           $5,000,000. Note as well that we can't honor any


26 | Policies You Should Know About
<PAGE>

           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.

           EACH PORTFOLIO 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
           portfolio 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 portfolio sending you
           the first portfolio account statement on which an improper charge
           appears.

           EACH PORTFOLIO DOES NOT ISSUE SHARE CERTIFICATES.

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

           SELLING SHARES OF TRUST ACCOUNTS AND BUSINESS OR ORGANIZATION
           ACCOUNTS may require additional documentation. Please call (800)
           231-8568 or contact your financial advisor for more information.

           MONEY FROM SHARES YOU SELL is sent out within one business day of
           the business day that your redemption order is effective except as
           discussed below. It could be longer 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


                                            Policies You Should Know About  | 27
<PAGE>

           further delays. Certain expedited redemption processes (e.g.,
           redemption proceeds by wire) may also be delayed or unavailable when
           you are selling shares recently purchased or in the event of the
           closing of the Federal Reserve wire payment system. Each portfolio
           reserves the right to suspend or postpone redemptions as permitted
           pursuant to Section 22(e) of the Investment Company Act of 1940.
           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 a portfolio or the
           fair determination of the value of a portfolio'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 each portfolio, please see "Other rights we reserve."

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

           YOUR FINANCIAL ADVISOR MAY SET ITS OWN MINIMUM INVESTMENT, although
           that set by each portfolio is $10,000.

           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 each portfolio and, accordingly, the Board of
           each portfolio has not approved any policies and procedures designed
           to limit this activity. However, each portfolio reserves the right
           to and may reject or cancel a purchase or exchange order into a
           portfolio 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 DWS fund.


           How each portfolio 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>



28 | Policies You Should Know About
<PAGE>

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

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

           EACH PORTFOLIO IS OPEN FOR BUSINESS each day the New York Stock
           Exchange (the "Exchange") is open. Normally, each portfolio
           calculates its share price once every business day as of the close
           of regular trading on the Exchange (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) 4:00 p.m.
           Eastern time or (b) the early closing time of the Exchange. Each
           portfolio seeks to maintain a stable $1.00 share price.

           Each portfolio 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 a
           portfolio'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, a portfolio 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


                                            Policies You Should Know About  | 29
<PAGE>

           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 a portfolio
           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 contact your
           financial advisor for additional information about whether a
           portfolio will be open for business on a particular day. Information
           concerning the intention of a portfolio to be open for a Limited
           Trading Period will be available at least one business day prior to
           the applicable day that the Exchange is closed or is closing early
           in the case of scheduled closings and as soon as practical in the
           case of unscheduled closings.


           Other rights we reserve

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

           -  withdraw or suspend the offering of shares at any time

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

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

           -  refuse, cancel, limit or rescind any purchase order, without
              prior notice; freeze any account (meaning you will not be able to
              purchase portfolio 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 a portfolio's best
              interests or when a portfolio is requested or compelled to do so
              by governmental authority or by applicable law


30 | Policies You Should Know About
<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 portfolio 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 portfolio shares and you may incur a tax
           liability

           -  change, add or withdraw various services, fees and account
              policies (for example, we may adjust a portfolio's investment
              minimums at any time). All orders to purchase shares of a
              portfolio are subject to acceptance and are not binding until
              confirmed or accepted in writing


UNDERSTANDING DISTRIBUTIONS AND TAXES

           Each portfolio intends to distribute to its shareholders virtually
           all of its net earnings. Each portfolio 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.
           (Each portfolio's earnings are separate from any gains or losses
           stemming from your own purchase and sale of shares.) Each portfolio
           may not always pay a dividend or distribution for a given period.

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

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

           Your dividends will be automatically reinvested in portfolio shares.


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



THE FOLLOWING SIDEBAR TEXT APPEARS NEXT TO THE PRECEDING PARAGRAPHS

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



                                     Understanding Distributions and Taxes  | 31
<PAGE>

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

           For most shareholders, a portion of the dividends from Government &
           Agency Securities Portfolio is generally exempt from state and local
           income taxes. However, a portion of the portfolio's dividends may be
           taxable as ordinary income if it came from investments in taxable
           securities, tax-exempt market discount bonds, or as the result of
           short or long-term capital gains.

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

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

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


32 | Understanding Distributions and Taxes
<PAGE>

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


           Using the annual portfolio operating expense ratios presented in the
           fee tables in the portfolio 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
           portfolio held for the next 10 years and the impact of such fees and
           expenses on portfolio returns for each year and cumulatively,
           assuming a 5% return for each year. The historical rate of return
           for the portfolio may be higher or lower than 5% and, for money
           market funds, is typically less than 5%. The tables also assume that
           all dividends and distributions are reinvested and that, where
           applicable, Class B shares convert to Class A shares after six
           years. The annual portfolio expense ratios shown are net of any
           contractual fee waivers or expense reimbursements, if any, for the
           period of the contractual commitment. The tables reflect the maximum
           initial sales charge, if any, but do not reflect any contingent
           deferred sales charge or redemption fees, if any, which may be
           payable upon redemption. If contingent deferred sales charges or
           redemption fees were shown, the "Hypothetical Year-End Balance After
           Fees and Expenses" amounts shown would be lower and the "Annual Fees
           and Expenses" amounts shown would be higher. 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 portfolio 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 portfolio's prospectus to consider the
           investment objectives, risks, expenses and charges of the portfolio
           prior to investing.


                                                                  Appendix  | 33
<PAGE>

Money Market Portfolio - Davidson Cash Equivalent Plus 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%        0.86%              4.14%       $ 10,414.00        $    87.78
   2           10.25%        0.86%              8.45%       $ 10,845.14        $    91.41
   3           15.76%        0.86%             12.94%       $ 11,294.13        $    95.20
   4           21.55%        0.86%             17.62%       $ 11,761.71        $    99.14
   5           27.63%        0.86%             22.49%       $ 12,248.64        $   103.24
   6           34.01%        0.86%             27.56%       $ 12,755.73        $   107.52
   7           40.71%        0.86%             32.84%       $ 13,283.82        $   111.97
   8           47.75%        0.86%             38.34%       $ 13,833.77        $   116.61
   9           55.13%        0.86%             44.06%       $ 14,406.49        $   121.43
  10           62.89%        0.86%             50.03%       $ 15,002.92        $   126.46
  TOTAL                                                                        $ 1,060.76
</TABLE>



34 | Appendix
<PAGE>

Government & Agency Securities Portfolio - Davidson Cash Equivalent Plus 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 AND        EXPENSE        FEES AND           FEES AND          FEES AND
YEAR          EXPENSES         RATIOS        EXPENSES           EXPENSES          EXPENSES
<S>       <C>                <C>          <C>               <C>                <C>
   1            5.00%        0.83%              4.17%       $ 10,417.00        $    84.73
   2           10.25%        0.83%              8.51%       $ 10,851.39        $    88.26
   3           15.76%        0.83%             13.04%       $ 11,303.89        $    91.94
   4           21.55%        0.83%             17.75%       $ 11,775.26        $    95.78
   5           27.63%        0.83%             22.66%       $ 12,266.29        $    99.77
   6           34.01%        0.83%             27.78%       $ 12,777.80        $   103.93
   7           40.71%        0.83%             33.11%       $ 13,310.63        $   108.27
   8           47.75%        0.83%             38.66%       $ 13,865.68        $   112.78
   9           55.13%        0.83%             44.44%       $ 14,443.88        $   117.48
  10           62.89%        0.83%             50.46%       $ 15,046.19        $   122.38
  TOTAL                                                                        $ 1,025.32
</TABLE>



                                                                  Appendix  | 35
<PAGE>

TO GET MORE INFORMATION

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

STATEMENT OF ADDITIONAL INFORMATION (SAI) - This tells you more about a
portfolio'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
a portfolio, call (800) 231-8568, or contact DWS Investments at the address
listed below. SAIs and shareholder reports are also available through the DWS
Investments Web site at www.dws-investments.com. These documents and other
information about each portfolio 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 each
portfolio, including each portfolio'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>
DWS INVESTMENTS      SEC                     DISTRIBUTOR
-----------------    --------------------    ------------------------------
<S>                  <C>                     <C>
PO Box 219153        100 F Street, N.E.      DWS Investments Distributors,
Kansas City, MO      Washington, D.C.        Inc.
64121-9153           20549-0102              222 South Riverside Plaza
WWW.DWS-             WWW.SEC.GOV             Chicago, IL 60606-5808
INVESTMENTS.COM      (800) SEC-0330          (800) 621-1148
(800) 231-8568
</TABLE>



<TABLE>
<S>                     <C>                                           <C>
SEC FILE NUMBER:
Cash Account Trust                        Money Market Portfolio      811-05970
Cash Account Trust      Government & Agency Securities Portfolio      811-05970
</TABLE>



(08/01/09) DADP-1
[RECYCLE GRAPHIC APPEARS HERE]

<PAGE>

                                 AUGUST 1, 2009







                                   PROSPECTUS
                              ------------------
                    DWS GOVERNMENT CASH INSTITUTIONAL SHARES

                    GOVERNMENT & AGENCY SECURITIES PORTFOLIO

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.


                                     RESHAPING INVESTING. [DWS INVESTMENTS LOGO]
                                                             Deutsche Bank Group

<PAGE>

CONTENTS




<TABLE>
<S>      <C>
  3      The Portfolio's Main
         Investment Strategy
  4      The Main Risks of Investing in
         the Portfolio
  7      The Portfolio's Performance
         History
  8      How Much Investors Pay
  9      Other Policies
 10      Who Manages and Oversees
         the Portfolio


</TABLE>
<TABLE>
<S>      <C>
 12      Financial Highlights

HOW TO INVEST IN THE PORTFOLIO
 14      How to Buy Shares
 15      How to Sell Shares
 16      Policies You Should Know
         About
 26      Understanding Distributions
         and Taxes
 28      Appendix
</TABLE>

<PAGE>


<TABLE>
<S>                                             <C>
                                                 DWS Government
                                                Cash Institutional
                                                Shares
  ticker symbol                                  DBBXX
    fund number                                  250

    GOVERNMENT & AGENCY SECURITIES PORTFOLIO


</TABLE>

            THE PORTFOLIO'S MAIN INVESTMENT STRATEGY

            The portfolio seeks to provide maximum current income
            consistent with stability of capital.

            The portfolio pursues its objective by investing in US Treasury
            bills, notes, bonds and other obligations issued or guaranteed by
            the US government, its agencies or instrumentalities and repurchase
            agreements backed by these securities. The portfolio may invest up
            to 10% of its total assets in other money market mutual funds in
            accordance with applicable regulations. The Board will provide
            shareholders with at least 60 days' notice prior to making any
            changes to the portfolio's policy of investing exclusively in these
            securities.

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

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

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


                                   Government & Agency Securities Portfolio  | 3
<PAGE>

            Principal investments

            The portfolio primarily invests in the following types of
            investments:

            -  US Treasury bills, notes, bonds and other obligations issued by
               the US government, its agencies and instrumentalities. For
               certain securities the US government guarantees the timely
               payment of interest and principal, but it does not guarantee the
               market value of these obligations.

            -  Repurchase agreements for which the portfolio buys securities at
               one price with a simultaneous agreement to sell back the
               securities at a future date at an agreed-upon price.

            The portfolio may invest in floating and variable rate instruments
            (obligations that do not bear interest at fixed rates).

            Working in consultation with portfolio management, a credit team
            screens potential securities and develops a list of those that the
            portfolio may buy. Portfolio management, looking for attractive
            yield and weighing considerations such as credit quality, economic
            outlooks and possible interest rate movements, then decides which
            securities on this list to buy. Portfolio management may adjust the
            portfolio'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 PORTFOLIO

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

            MONEY MARKET FUND RISK. An investment in the portfolio is not
            insured or guaranteed by the FDIC or any other government agency.
            Although the portfolio 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 portfolio. The share
            price of money market funds can fall below the $1.00 share price.
            You should not rely on or expect the Advisor to enter into support
            agreements or take other actions to maintain the portfolio's $1.00
            share price. The credit quality of the portfolio's holdings can
            change rapidly in certain markets, and the default of a single
            holding could have an


4 | Government & Agency Securities Portfolio
<PAGE>

            adverse impact on the portfolio's share price. The portfolio's
            share price can also be negatively affected during periods of high
            redemption pressures and/or illiquid markets. The actions of a few
            large investors in the portfolio may have a significant adverse
            effect on the share price of the portfolio.

            INTEREST RATE RISK. Money market instruments, like all debt
            securities, face the risk that the securities will decline in value
            because of changes in interest rates. Generally, investments
            subject to interest rate risk will decrease in value when interest
            rates rise and increase in value when interest rates decline. To
            reduce such price fluctuations, the portfolio limits the
            dollar-weighted average maturity of the securities held by the
            portfolio 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. Because of the portfolio's high credit
            standards, its yield may be lower than the yields of money funds
            that do not limit their investments to US government and agency
            securities.

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

            REPURCHASE AGREEMENT RISK. A repurchase agreement exposes the
            portfolio to the risk that the party that sells the securities may
            default on its obligation to repurchase them. In this circumstance,
            the portfolio 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.

                                   Government & Agency Securities Portfolio  | 5
<PAGE>

            The portfolio seeks to reduce this risk by monitoring the
            creditworthiness of the sellers with whom it enters into repurchase
            agreements. The portfolio 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.

            CREDIT RISK. If a portfolio security declines in credit quality or
            goes into default, it could hurt the portfolio's performance.
            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.
            Other securities are backed by the full faith and credit of the US
            government.


6 | Government & Agency Securities Portfolio
<PAGE>

THE PORTFOLIO'S PERFORMANCE HISTORY

While a portfolio'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 portfolio has varied from year
to year, which may give some idea of risk. The table shows how the portfolio's
returns over different periods average out. The "total return" of a portfolio
is the change in the value of an investment in the portfolio over a given
period. Average annual returns are calculated by averaging the year-by-year
returns of the portfolio over a given period. All figures include the effects
of the portfolio'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 portfolio over a seven-day period. This amount is then
annualized, which means that we assume the portfolio generates the same income
every week for a year. To learn the current yield, investors may call (800)
730-1313.

Government & Agency Securities Portfolio

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

[BAR GRAPHIC OMITTED HERE]

[BAR GRAPHIC DATA]

<TABLE>
<S> <C>
     2.41
    2008
</TABLE>





<TABLE>
<CAPTION>
2009 TOTAL RETURN AS OF JUNE 30: 0.24%
<S>                                        <C>
FOR THE PERIODS INCLUDED IN THE BAR CHART:
BEST QUARTER: 0.90%, Q1 2008               WORST QUARTER: 0.34%, Q4 2008
</TABLE>


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



<TABLE>
<CAPTION>
    1 YEAR        SINCE INCEPTION*
<S>              <C>
      2.41             3.66
</TABLE>


 *   Commencement of operations for the portfolio's DWS Government Cash
     Institutional Shares was on February 16, 2007.

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

 For more recent performance information, contact the financial services firm
 from which you obtained this prospectus.


                                   Government & Agency Securities Portfolio  | 7
<PAGE>

HOW MUCH INVESTORS PAY

The table below describes the fees and expenses that you may pay if you buy and
hold portfolio 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                                     0.05%
 Distribution/Service (12b-1) Fee                   None
 Other Expenses2                                     0.16
 TOTAL ANNUAL OPERATING EXPENSES3                    0.21
</TABLE>


1    The Advisor has agreed to reduce its management fee such that after
     allocation of the fee to each series of Cash Account Trust the amount
     payable by the Government & Agency Securities Portfolio is limited to
     0.050% of its average daily net assets.

2    "Other Expenses" include an administrative services fee paid to the Advisor
     in the amount of 0.10% of average daily net assets.

3   Through March 18, 2010, the Advisor has contractually agreed to waive all
   or a portion of its management fee and reimburse or pay operating expenses
   of DWS Government Cash Institutional Shares to the extent necessary to
   maintain the portfolio's total annual operating expenses at 0.23% of
   average daily net assets, excluding certain expenses such as extraordinary
   expenses, taxes, brokerage and interest.

Based on the costs above, this example helps you compare the expenses of the
share class 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>
 $      22         $68          $118         $268
</TABLE>



8 | Government & Agency Securities Portfolio
<PAGE>

OTHER POLICIES

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

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

           If you want more information on the portfolio'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 portfolio will
           achieve its objective.

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


                                                             Other Policies  | 9
<PAGE>

WHO MANAGES AND OVERSEES THE PORTFOLIO


           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 portfolio. Under the
           oversight of the Board, the Advisor makes investment decisions, buys
           and sells securities for the portfolio and conducts research that
           leads to these purchase and sale decisions. The Advisor provides a
           full range of global investment advisory services to institutional
           and retail clients.

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

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

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


10 | Who Manages and Oversees the Portfolio
<PAGE>

           MANAGEMENT FEE. The Advisor receives a management fee from the
           portfolio. Below is the actual rate paid by the portfolio for the
           most recent fiscal year, as a percentage of the portfolio's average
           daily net assets.


<TABLE>
<CAPTION>
FUND NAME                                                  FEE PAID
<S>                                                      <C>
           Government & Agency Securities Portfolio           0.05%*
</TABLE>


           *   Reflecting the effect of expense limitations and/or fee waivers
               then in effect.

           The management fee for the portfolio is computed based on the
           combined average daily net assets of Government & Agency Securities
           Portfolio, Money Market Portfolio and Tax-Exempt Portfolio, each a
           series of Cash Account Trust, and allocated to the portfolio based
           upon the portfolio's net assets.


           The Advisor has agreed to reduce its management fee such that after
           allocation of the fee to each series of Cash Account Trust, the
           amount payable by Cash Account Trust - Government & Agency
           Securities Portfolio will be limited to 0.050% of the average daily
           net assets of Cash Account Trust - Government & Agency Securities
           Portfolio.

           A discussion regarding the basis for the Board's approval of the
           portfolio's investment management agreement is contained in the most
           recent shareholder report for the semiannual period ended October 31
           (see "Shareholder reports" on the back cover).

           Under a separate administrative services agreement between the
           portfolio and the Advisor, the portfolio pays the Advisor a fee for
           providing most of the portfolio's administrative services.


           Portfolio management

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


                                    Who Manages and Oversees the Portfolio  | 11
<PAGE>

FINANCIAL HIGHLIGHTS

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


Government & Agency Securities Portfolio -
DWS Government Cash Institutional Shares


<TABLE>
<CAPTION>
YEARS ENDED APRIL 30,                                 2009        2008        2007a
<S>                                                <C>         <C>         <C>         <C>
SELECTED PER SHARE DATA
-------------------------------------------------------------------------------------------
NET ASSET VALUE, BEGINNING OF PERIOD                $  1.00     $  1.00      $ 1.00
-------------------------------------------------   -------     -------      ------
  Net investment income                                 .015        .044        .010
_________________________________________________   ________    ________     _______
  Less distributions from net investment income      ( .015)     ( .044)     ( .010)
-------------------------------------------------   --------    --------     -------
NET ASSET VALUE, END OF PERIOD                      $  1.00     $  1.00      $ 1.00
-------------------------------------------------   --------    --------     -------
Total Return (%)b                                      1.49        4.51        1.04**
-------------------------------------------------   --------    --------     -------
RATIOS TO AVERAGE NET ASSETS AND SUPPLEMENTAL DATA
-------------------------------------------------------------   --------     -------   --
Net assets, end of period ($ millions)               14,646       1,156         325
_________________________________________________   ________    ________     _______
Ratio of expenses before expense reductions (%)         .21         .23         .24*
_________________________________________________   ________    ________     _______
Ratio of expenses after expense reductions (%)          .20         .21         .23*
_________________________________________________   ________    ________     _______
Ratio of net investment income (%)                    .94c         4.24        5.12*
-------------------------------------------------   --------    --------     -------
</TABLE>


a    For the period from February 16, 2007 (commencement of operations) to April
     30, 2007.

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

c    Due to the timing of the subscriptions and redemptions, the amount shown
     does not correspond to the total return during the period.

*   Annualized

**   Not annualized

12 | Financial Highlights
<PAGE>

HOW TO INVEST IN THE PORTFOLIO

The following pages describe the main POLICIES associated with buying and
selling shares of the portfolio. There is also information on DIVIDENDS AND
TAXES and other matters that may affect you as the shareholder.

Because the portfolio is available only through a FINANCIAL ADVISOR, such as a
broker or financial institution, you should contact a representative of your
financial advisor for instructions on how to buy or sell portfolio shares.
<PAGE>

How to Buy Shares



<TABLE>
<CAPTION>
 FIRST INVESTMENT                                ADDITIONAL INVESTMENTS
<S>                                             <C>
 $1,000,000* for all accounts                    No minimum amount
 BY REGULAR, EXPRESS, REGISTERED OR
 CERTIFIED MAIL
 -  Fill out and sign a purchase                -  Send a check and a letter with your
    application                                    name, account number, the full name
 -  Send it to us at the address below,            of the portfolio and class, and your
    along with an investment check made            investment instructions to us at the
    out to the complete portfolio and class        address below
    name
    Mail to the address below.

 BY WIRE
 -  Call (800) 730-1313 to open an account      -  Please contact your financial advisor
    and get an account number                      for wire instructions on purchase
                                                   orders
 -  Please contact your financial advisor
    for wire instructions on purchase
    orders
 -  Complete a purchase application and
    send it to us at the address below

 E-MAIL ADDRESS                                  -
 ifunds@dws.com
</TABLE>


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

<TABLE>
<S>               <C>
TO REACH US:      PHONE NUMBER: (800) 730-1313
                  WEB SITE: www.moneyfunds.deam-us.db.com
                  MAIL: DWS Investments Service Company,
                  Institutional Money Funds-Client Services PO Box 219210
                  Kansas City, MO
                  64121-9210
</TABLE>


*    The minimum investment requirements may be waived or lowered for
     investments effected through banks and other institutions that have entered
     into special arrangements with DWS Investments Distributors, Inc. on behalf
     of the portfolio and for investments effected on a group basis by certain
     other entities and their employees, such as pursuant to a payroll deduction
     plan and for investments made in an Individual Retirement Account.
     Investment minimums may also be waived for certain other individuals such
     as trustees and officers of Cash Account Trust.


14 | How to Buy Shares
<PAGE>

How to SELL Shares




<TABLE>
<S>  <C>
 BY EXPEDITED REDEMPTION SERVICE
 If Expedited Redemption Service has been elected on the Purchase
 Application on
 file with the Transfer Agent, redemption of shares may be requested
 by:
 -  telephoning Client Services at (800) 730-1313
 BY MAIL OR EXPRESS MAIL
 Write a letter that includes:
 -  the portfolio, class, and account number from which you want to
sell shares
 -  the dollar amount or number of shares you want to sell
 -  your name(s), signature(s), and address, as they appear on your
    account
 -  a daytime telephone number
    Mail to the address below.

 BY PHONE
 -  Call (800) 730-1313 for instructions
</TABLE>


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

<TABLE>
<S>               <C>
TO REACH US:      PHONE NUMBER: (800) 730-1313
                  WEB SITE: www.moneyfunds.deam-us.db.com
                  MAIL: DWS Investments Service Company,
                  Institutional Money Funds-Client Services PO Box 219210
                  Kansas City, MO
                  64121-9210
</TABLE>



                                                        How to Sell Shares  | 15
<PAGE>

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 portfolio. Please note
           that a financial advisor may charge fees separate from those charged
           by the portfolio and may be compensated by the portfolio.

           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.


           Financial intermediary support payments

           The Advisor, DWS Investments Distributors, Inc. (the "Distributor")
           and/or their affiliates may pay additional compensation, out of
           their own assets and not as an additional charge to the portfolio,
           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 portfolio 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 portfolio, any
           record keeping/sub-transfer agency/networking fees payable by the
           portfolio (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


16 | Policies You Should Know About
<PAGE>

           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 portfolio with "shelf space" or
           access to a third party platform or portfolio offering list or other
           marketing programs, including, without limitation, inclusion of the
           portfolio 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
           portfolio attributable to the financial advisor, the particular
           portfolio or portfolio 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 portfolio serviced and maintained by the financial
           advisor, .05% to .25% of sales of the portfolio 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 portfolio or of any particular share class of the portfolio.
           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


                                            Policies You Should Know About  | 17
<PAGE>

           influenced your financial advisor's recommendation of the portfolio.
           Additional information regarding these revenue sharing payments is
           included in the portfolio's Statement of Additional Information,
           which is available to you on request at no charge (see the back
           cover of this prospectus for more information on how to request a
           copy of the Statement of Additional Information).

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

           It is likely that broker-dealers that execute portfolio transactions
           for the portfolio 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 portfolio. 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.


18 | Policies You Should Know About
<PAGE>

           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 portfolio, then we may reject your application and order.

           The portfolio 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 portfolio, after a reasonable effort to do so,
           you will receive written notification.

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

           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.

           SUB-MINIMUM BALANCES. The portfolio may close your account and send
           you the proceeds if your balance falls below $1,000,000; we will
           give you 60 days' notice so you can either increase your balance or
           close your account (this policy doesn't apply to most retirement
           accounts).

           TRANSACTION PROCESSING. 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 4:00
           p.m. Eastern time, it will normally receive the dividend for that
           day.


                                            Policies You Should Know About  | 19
<PAGE>

           Shareholders known to the portfolio may notify the transfer agent in
           advance of their wire transfer purchase by calling the transfer
           agent prior to the 4:00 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 portfolio 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 portfolio 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 portfolio's Distributor may refuse to allow any
           investor to trade with the portfolio 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 portfolio or its agents have
           incurred.

           Please contact your financial advisor for wire instructions and
           purchase orders.

           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
           portfolio 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.


20 | Policies You Should Know About
<PAGE>

           In order to receive proceeds by wire, contact the transfer agent
           before 4:00 p.m. Eastern time. After you inform the transfer agent
           of the amount of your redemption, you will receive a trade
           confirmation number. If the portfolio receives a sell request before
           4:00 p.m. Eastern time and the request calls for proceeds to be sent
           out by wire, the proceeds will normally be wired on the same day.
           However, the shares sold will not earn that day's dividend.

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

           EXPEDITED REDEMPTIONS. Expedited Redemption Service allows you to
           have proceeds from your sales of portfolio shares wired directly to
           a bank account. To use this service, you'll need to designate the
           bank account in advance. Follow the instructions on your
           application.

           CHECKWRITING enables you to sell shares of the portfolio by writing
           a check. Your investment keeps earning dividends until your check
           clears. Please note that we will not accept checks for less than
           $1,000. Please note that you should not write checks for more than
           $5,000,000. Note as well that we can't honor any check larger than
           your balance at the time the check is presented to us. A $10 service
           charge will be assessed for checks that are written for less than
           $1,000. 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.

           THE PORTFOLIO 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
           portfolio account statement will show all ACH debit entries in your
           account. IN CASE OF ERRORS OR QUESTIONS ABOUT


                                            Policies You Should Know About  | 21
<PAGE>

           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 portfolio
           sending you the first portfolio account statement on which an
           improper charge appears.

           THE PORTFOLIO DOES NOT ISSUE SHARE CERTIFICATES.

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

           SIGNATURE GUARANTEE. When you want to sell more than $100,000 worth
           of shares or send proceeds to a third party or to a new address,
           you'll usually need to place your order in writing and include a
           signature guarantee. However, if you want money transferred
           electronically 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. We require
           stamps from members of a medallion signature guarantee program. A
           notary cannot be accepted in lieu of a signature guarantee.

           MONEY FROM SHARES YOU SELL is sent out within one business day of
           the business day that your redemption order is effective except as
           discussed below. It could be longer 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.,


22 | Policies You Should Know About
<PAGE>

           redemption proceeds by wire) may also be delayed or unavailable when
           you are selling shares recently purchased or in the event of the
           closing of the Federal Reserve wire payment system. The portfolio
           reserves the right to suspend or postpone redemptions as permitted
           pursuant to Section 22(e) of the Investment Company Act of 1940.
           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 portfolio or the
           fair determination of the value of the portfolio'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 portfolio, please see "Other rights we reserve."

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

           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 portfolio and, accordingly, the Board of the
           portfolio has not approved any policies and procedures designed to
           limit this activity. However, the portfolio reserves the right to
           and may reject or cancel a purchase or exchange order into the
           portfolio 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 DWS fund.


           How the portfolio calculates share price

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


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


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


                                            Policies You Should Know About  | 23
<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
           portfolio buys, and round the per share NAV to the nearest whole
           cent.

           THE PORTFOLIO IS OPEN FOR BUSINESS each day the New York Stock
           Exchange (the "Exchange") is open. Normally, the portfolio
           calculates its share price once every business day as of the close
           of regular trading on the Exchange (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) 4:00 p.m.
           Eastern time or (b) the early closing time of the Exchange. The
           portfolio seeks to maintain a stable $1.00 share price.

           The portfolio 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
           portfolio'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 portfolio 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


24 | Policies You Should Know About
<PAGE>

           normal trading days or (b) such earlier times that the portfolio
           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 portfolio will be open for
           business on a particular day. Information concerning the intention
           of the portfolio to be open for a Limited Trading Period will be
           available at least one business day prior to the applicable day that
           the Exchange is closed or is closing early in the case of scheduled
           closings and as soon as practical in the case of unscheduled
           closings.


           Other rights we reserve

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

           -  withdraw or suspend the offering of shares at any time

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

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

           -  refuse, cancel, limit or rescind any purchase order, without
              prior notice; freeze any account (meaning you will not be able to
              purchase portfolio 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 portfolio's best
              interests or when the portfolio is requested or compelled to do
              so by governmental authority or by applicable law


                                            Policies You Should Know About  | 25
<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 portfolio 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 portfolio
               shares and you may incur a tax liability

           -  change, add or withdraw various services, fees and account
              policies (for example, we may adjust the portfolio's investment
              minimums at any time). All orders to purchase shares of the
              portfolio are subject to acceptance and are not binding until
              confirmed or accepted in writing


UNDERSTANDING DISTRIBUTIONS AND TAXES

           The portfolio intends to distribute to its shareholders virtually
           all of its net earnings. The portfolio 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
           portfolio's earnings are separate from any gains or losses stemming
           from your own purchase and sale of shares.) The portfolio may not
           always pay a dividend or distribution for a given period.

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

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

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



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.



26 | Understanding Distributions and Taxes
<PAGE>

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

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

           For most shareholders, a portion of the dividends from the portfolio
           is generally exempt from state and local income taxes. However, a
           portion of the portfolio's dividends may be taxable as ordinary
           income if it came from investments in taxable securities, tax-exempt
           market discount bonds, or as the result of short or long-term
           capital gains.

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

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

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


                                     Understanding Distributions and Taxes  | 27
<PAGE>

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


           Using the annual portfolio operating expense ratios presented in the
           fee tables in the portfolio 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
           portfolio held for the next 10 years and the impact of such fees and
           expenses on portfolio returns for each year and cumulatively,
           assuming a 5% return for each year. The historical rate of return
           for the portfolio may be higher or lower than 5% and, for money
           market funds, is typically less than 5%. The tables also assume that
           all dividends and distributions are reinvested and that, where
           applicable, Class B shares convert to Class A shares after six
           years. The annual portfolio expense ratios shown are net of any
           contractual fee waivers or expense reimbursements, if any, for the
           period of the contractual commitment. The tables reflect the maximum
           initial sales charge, if any, but do not reflect any contingent
           deferred sales charge or redemption fees, if any, which may be
           payable upon redemption. If contingent deferred sales charges or
           redemption fees were shown, the "Hypothetical Year-End Balance After
           Fees and Expenses" amounts shown would be lower and the "Annual Fees
           and Expenses" amounts shown would be higher. 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 portfolio 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 portfolio's prospectus to consider the
           investment objectives, risks, expenses and charges of the portfolio
           prior to investing.


28 | Appendix
<PAGE>

Government & Agency Securities Portfolio -
DWS Government Cash 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%        0.21%              4.79%       $ 10,479.00         $  21.50
   2           10.25%        0.21%              9.81%       $ 10,980.94         $  22.53
   3           15.76%        0.21%             15.07%       $ 11,506.93         $  23.61
   4           21.55%        0.21%             20.58%       $ 12,058.11         $  24.74
   5           27.63%        0.21%             26.36%       $ 12,635.70         $  25.93
   6           34.01%        0.21%             32.41%       $ 13,240.95         $  27.17
   7           40.71%        0.21%             38.75%       $ 13,875.19         $  28.47
   8           47.75%        0.21%             45.40%       $ 14,539.81         $  29.84
   9           55.13%        0.21%             52.36%       $ 15,236.27         $  31.26
  10           62.89%        0.21%             59.66%       $ 15,966.08         $  32.76
  TOTAL                                                                         $ 267.81
</TABLE>



                                                                  Appendix  | 29
<PAGE>

TO GET MORE INFORMATION

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

STATEMENT OF ADDITIONAL INFORMATION (SAI) - This tells you more about the
portfolio'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 portfolio, call (800) 730-1313, or contact DWS Investments at the address
listed below. SAIs and shareholder reports are also available through the DWS
Investments Web site at www.moneyfunds.deam-us.db.com. These documents and
other information about the portfolio 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 portfolio,
including the portfolio'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>
DWS INVESTMENTS           SEC                     DISTRIBUTOR
----------------------    --------------------    ------------------------------
<S>                       <C>                     <C>
PO Box 219210             100 F Street, N.E.      DWS Investments Distributors,
Kansas City, MO           Washington, D.C.        Inc.
64121-9210                20549-0102              222 South Riverside Plaza
WWW.MONEYFUNDS.DEAM-      WWW.SEC.GOV             Chicago, IL 60606-5808
US.DB.COM                 (800) SEC-0330          (800) 621-1148
(800) 730-1313
</TABLE>



<TABLE>
<S>                     <C>                                           <C>
SEC FILE NUMBER:
Cash Account Trust      Government & Agency Securities Portfolio      811-05970
</TABLE>





(08/01/09) DGCF-1-IN
[RECYCLE GRAPHIC APPEARS HERE]
                                                          [DWS INVESTMENTS LOGO]
                                                             Deutsche Bank Group
<PAGE>

                                 AUGUST 1, 2009







                                   PROSPECTUS
                              ------------------
                       DWS GOVERNMENT & AGENCY MONEY FUND

                    GOVERNMENT & AGENCY SECURITIES PORTFOLIO

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.


                                     RESHAPING INVESTING. [DWS INVESTMENTS LOGO]
                                                             Deutsche Bank Group

<PAGE>

CONTENTS




<TABLE>
<S>      <C>
HOW THE PORTFOLIO WORKS
  4      The Portfolio's Main
         Investment Strategy
  5      The Main Risks of Investing in
         the Portfolio
  8      The Portfolio's Performance
         History
  9      How Much Investors Pay
 10      Other Policies
 11      Who Manages and Oversees
         the Portfolio
 13      Financial Highlights


</TABLE>
<TABLE>
<S>      <C>
HOW TO INVEST IN THE PORTFOLIO
 15      How to Buy Shares
 16      How to Exchange or Sell
         Shares
 17      Policies You Should Know
         About
 27      Understanding Distributions
         and Taxes
 30      Appendix
</TABLE>

<PAGE>

HOW THE PORTFOLIO WORKS

On the next few pages, you'll find information about the portfolio's investment
objective, the main strategies it uses to pursue that objective and the main
risks that could affect performance.

Whether you are considering investing in the portfolio or are already a
shareholder, you'll want to LOOK THIS INFORMATION OVER CAREFULLY. You may want
to keep it on hand for reference as well.

Remember that mutual funds are investments, not bank deposits. They're not
insured or guaranteed by the FDIC or any other government agency. Their share
prices will go up and down, and you could lose money by investing in them.

The portfolio is a money fund and seeks to maintain a stable $1.00 share price
to preserve the value of your investment.

You can find DWS prospectuses on the Internet at WWW.DWS-INVESTMENTS.COM (the
Web site does not form a part of this prospectus).
<PAGE>


<TABLE>
<S>                                             <C>
                                                  DWS Government &
                                                Agency Money Fund
  ticker symbol                                   DTGXX
    fund number                                   356

    GOVERNMENT & AGENCY SECURITIES PORTFOLIO


</TABLE>

            THE PORTFOLIO'S MAIN INVESTMENT STRATEGY

            The portfolio seeks to provide maximum current income
            consistent with stability of capital.

            The portfolio pursues its objective by investing in US Treasury
            bills, notes, bonds and other obligations issued or guaranteed by
            the US government, its agencies or instrumentalities and repurchase
            agreements backed by these securities. The portfolio may invest up
            to 10% of its total assets in other money market mutual funds in
            accordance with applicable regulations. The Board will provide
            shareholders with at least 60 days' notice prior to making any
            changes to the portfolio's policy of investing exclusively in these
            securities.

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

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

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


4 | Government & Agency Securities Portfolio
<PAGE>

            Principal investments

            The portfolio primarily invests in the following types of
            investments:

            -  US Treasury bills, notes, bonds and other obligations issued by
               the US government, its agencies and instrumentalities. For
               certain securities the US government guarantees the timely
               payment of interest and principal, but it does not guarantee the
               market value of these obligations.

            -  Repurchase agreements for which the portfolio buys securities at
               one price with a simultaneous agreement to sell back the
               securities at a future date at an agreed-upon price.

            The portfolio may invest in floating and variable rate instruments
            (obligations that do not bear interest at fixed rates).

            Working in consultation with portfolio management, a credit team
            screens potential securities and develops a list of those that the
            portfolio may buy. Portfolio management, looking for attractive
            yield and weighing considerations such as credit quality, economic
            outlooks and possible interest rate movements, then decides which
            securities on this list to buy. Portfolio management may adjust the
            portfolio'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 PORTFOLIO

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

            MONEY MARKET FUND RISK. An investment in the portfolio is not
            insured or guaranteed by the FDIC or any other government agency.
            Although the portfolio 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 portfolio. The share
            price of money market funds can fall below the $1.00 share price.
            You should not rely on or expect the Advisor to enter into support
            agreements or take other actions to maintain the portfolio's $1.00
            share price. The credit quality of the portfolio's holdings can
            change rapidly in certain markets, and the default of a single
            holding could have an


                                   Government & Agency Securities Portfolio  | 5
<PAGE>

            adverse impact on the portfolio's share price. The portfolio's
            share price can also be negatively affected during periods of high
            redemption pressures and/or illiquid markets. The actions of a few
            large investors in the portfolio may have a significant adverse
            effect on the share price of the portfolio.

            INTEREST RATE RISK. Money market instruments, like all debt
            securities, face the risk that the securities will decline in value
            because of changes in interest rates. Generally, investments
            subject to interest rate risk will decrease in value when interest
            rates rise and increase in value when interest rates decline. To
            reduce such price fluctuations, the portfolio limits the
            dollar-weighted average maturity of the securities held by the
            portfolio 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. Because of the portfolio's high credit
            standards, its yield may be lower than the yields of money funds
            that do not limit their investments to US government and agency
            securities.

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

            REPURCHASE AGREEMENT RISK. A repurchase agreement exposes the
            portfolio to the risk that the party that sells the securities may
            default on its obligation to repurchase them. In this circumstance,
            the portfolio 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.

6 | Government & Agency Securities Portfolio
<PAGE>

            The portfolio seeks to reduce this risk by monitoring the
            creditworthiness of the sellers with whom it enters into repurchase
            agreements. The portfolio 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.

            CREDIT RISK. If a portfolio security declines in credit quality or
            goes into default, it could hurt the portfolio's performance.
            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.
            Other securities are backed by the full faith and credit of the US
            government.


                                   Government & Agency Securities Portfolio  | 7
<PAGE>

THE PORTFOLIO'S PERFORMANCE HISTORY

While a portfolio'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 portfolio has varied from year
to year, which may give some idea of risk. The table shows how the portfolio's
returns over different periods average out. The "total return" of a portfolio
is the change in the value of an investment in the portfolio over a given
period. Average annual returns are calculated by averaging the year-by-year
returns of the portfolio over a given period. All figures include the effects
of the portfolio'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 portfolio over a seven-day period. This amount is then
annualized, which means that we assume the portfolio generates the same income
every week for a year. To learn the current yield, investors may call (800)
621-1048.

Government & Agency Securities Portfolio

ANNUAL TOTAL RETURN (%) AS OF 12/31 EACH YEAR - DWS Government & Agency Money
Fund

[BAR GRAPHIC OMITTED HERE]

[BAR GRAPHIC DATA]

<TABLE>
<S> <C>
     2.33
    2008
</TABLE>





<TABLE>
<CAPTION>
2009 TOTAL RETURN AS OF JUNE 30: 0.20%
<S>                                        <C>
FOR THE PERIODS INCLUDED IN THE BAR CHART:
BEST QUARTER: 0.88%, Q1 2008               WORST QUARTER: 0.33%, Q4 2008
</TABLE>


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



<TABLE>
<CAPTION>
    1 YEAR        SINCE INCEPTION*
<S>              <C>
        2.33             3.50
</TABLE>


 *   Commencement of operations for the portfolio's DWS Government & Agency
     Money Fund was on March 19, 2007.

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

 For more recent performance information, contact the financial services firm
 from which you obtained this prospectus.


8 | Government & Agency Securities Portfolio
<PAGE>

HOW MUCH INVESTORS PAY

The table below describes the fees and expenses that you may pay if you buy and
hold portfolio 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                                    0.05%
 Distribution/Service (12b-1) Fee                   None
 Other Expenses 2                                    0.21
 TOTAL ANNUAL OPERATING EXPENSES 3                   0.26
</TABLE>


1  The Advisor has agreed to reduce its management fee such that after
   allocation of the fee to each series of Cash Account Trust the amount
   payable by the Government & Agency Securities Portfolio is limited to
   0.050% of its average daily net assets.

2  "Other Expenses" include an administrative services fee paid to the Advisor
   in the amount of 0.10% of average daily net assets.

3  Through March 18, 2010, the Advisor has contractually agreed to waive all
   or a portion of its management fee and reimburse or pay operating expenses
   of the portfolio to the extent necessary to maintain DWS Government &
   Agency Money Fund shares total annual operating expenses at 0.45% of
   average daily net assets, excluding certain expenses such as extraordinary
   expenses, taxes, brokerage and interest.

Based on the costs above, this example helps you compare the expenses of the
share class 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>
 $27               $84          $146         $331
</TABLE>



                                   Government & Agency Securities Portfolio  | 9
<PAGE>

OTHER POLICIES

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

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

           If you want more information on the portfolio'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 portfolio will
           achieve its objective.

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


10 | Other Policies
<PAGE>

WHO MANAGES AND OVERSEES THE PORTFOLIO


           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 portfolio. Under the
           oversight of the Board, the Advisor makes investment decisions, buys
           and sells securities for the portfolio and conducts research that
           leads to these purchase and sale decisions. The Advisor provides a
           full range of global investment advisory services to institutional
           and retail clients.

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

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

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


                                    Who Manages and Oversees the Portfolio  | 11
<PAGE>

           MANAGEMENT FEE. The Advisor receives a management fee from the
           portfolio. Below is the actual rate paid by the portfolio for the
           most recent fiscal year, as a percentage of the portfolio's average
           daily net assets.


<TABLE>
<CAPTION>
FUND NAME                                                  FEE PAID
<S>                                                      <C>
           Government & Agency Securities Portfolio           0.05%*
</TABLE>


           *   Reflecting the effect of expense limitations and/or fee waivers
               then in effect.

           The management fee for the portfolio is computed based on the
           combined average daily net assets of Government & Agency Securities
           Portfolio, Money Market Portfolio and Tax-Exempt Portfolio, each a
           series of Cash Account Trust, and allocated to the portfolio based
           upon the portfolio's net assets.


           The Advisor has agreed to reduce its management fee such that after
           allocation of the fee to each series of Cash Account Trust, the
           amount payable by Cash Account Trust - Government & Agency
           Securities Portfolio will be limited to 0.050% of the average daily
           net assets of Cash Account Trust - Government & Agency Securities
           Portfolio.

           A discussion regarding the basis for the Board's approval of the
           portfolio's investment management agreement is contained in the most
           recent shareholder report for the semiannual period ended October 31
           (see "Shareholder reports" on the back cover).

           Under a separate administrative services agreement between the
           portfolio and the Advisor, the portfolio pays the Advisor a fee for
           providing most of the portfolio's administrative services.


           Portfolio management

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


12 | Who Manages and Oversees the Portfolio
<PAGE>

FINANCIAL HIGHLIGHTS

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


Government & Agency Securities Portfolio -
DWS Government & Agency Money Fund


<TABLE>
<CAPTION>
YEARS ENDED APRIL 30,                                     2009           2008          2007a
<S>                                                  <C>              <C>           <C>
SELECTED PER SHARE DATA
--------------------------------------------------------------------------------------------
NET ASSET VALUE, BEGINNING OF PERIOD                    $  1.00        $  1.00        $ 1.00
-------------------------------------------------       -------        -------        ------
  Net investment income                                     .014           .043          .006
_________________________________________________       ________       ________       _______
  Less distributions from net investment income          ( .014)        ( .043)       ( .006)
-------------------------------------------------       --------       --------       -------
NET ASSET VALUE, END OF PERIOD                          $  1.00        $  1.00        $ 1.00
-------------------------------------------------       --------       --------       -------
Total Return (%)b                                          1.41           4.42           .60**
-------------------------------------------------       --------       --------       -------
RATIOS TO AVERAGE NET ASSETS AND SUPPLEMENTAL DATA
------------------------------------------------------------------     --------       -------
Net assets, end of period ($ millions)                      325            438           436
_________________________________________________       ________       ________       _______
Ratio of expenses before expense reductions (%)             .26            .30           .30*
_________________________________________________       ________       ________       _______
Ratio of expenses after expense reductions (%)              .26            .28           .28*
_________________________________________________       ________       ________       _______
Ratio of net investment income (%)                       1.46c            4.17          5.06*
-------------------------------------------------       --------       --------       -------
</TABLE>


a    For the period from March 19, 2007 (commencement of operations) to April
     30, 2007.

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

c    Due to the timing of the subscriptions and redemptions, the amount shown
     does not correspond to the total return during the period.

*   Annualized

**   Not annualized

                                                      Financial Highlights  | 13
<PAGE>

HOW TO INVEST IN THE PORTFOLIO

THE FOLLOWING PAGES TELL YOU HOW TO INVEST IN THE PORTFOLIO AND WHAT TO EXPECT
AS A SHAREHOLDER. The following pages also tell you about many of the services,
choices and benefits of being a shareholder. You'll also find information on
how to check the status of your account using the method that's most convenient
for you.

If you're investing directly with DWS Investments, all of this information
applies to you. If you're investing through a "third party provider" - for
example, a workplace retirement plan, financial supermarket or financial
advisor - your provider may have its own policies or instructions and you
should follow those.

Different terms also apply to investors who elect the DWS MoneyPLUS AccountSM
feature. Check your informational brochure or your account services guide.

You can find out more about the topics covered here by speaking with your
FINANCIAL ADVISOR OR A REPRESENTATIVE OF YOUR WORKPLACE RETIREMENT PLAN OR
OTHER INVESTMENT PROVIDER.

<PAGE>

How to BUY Shares



<TABLE>
<CAPTION>
 FIRST INVESTMENT                              ADDITIONAL INVESTMENTS
<S>                                            <C>
 $1,000 or more for most accounts              $50 or more for most accounts and IRA
 $500 or more for IRAs                         accounts
 $10,000 or more for a DWS MoneyPLUS           $50 or more with an Automatic
 AccountSM, if elected                         Investment Plan
 $500 or more with an Automatic
 Investment Plan ($1,500 a month for a
 DWS MoneyPLUS AccountSM, if
 elected)

 THROUGH A FINANCIAL ADVISOR
 -  Contact your advisor using the             -  Contact your advisor using the
    method that's most convenient for you         method that's most convenient for you

 BY MAIL OR EXPRESS MAIL (SEE BELOW)
                                               Send a DWS Investments investment
 -  Fill out and sign an application           slip or short note that includes:
 -  Send it to us at the appropriate           -  fund and class name
    address, along with an investment check    -  account number
                                               -  check payable to "DWS Investments"

 BY WIRE
 -  Call (800) 621-1048 for instructions       -  Call (800) 621-1048 for instructions

 BY PHONE
 Not available                                 -  Call (800) 621-1048 for instructions

 WITH AN AUTOMATIC INVESTMENT PLAN
 -  Fill in the information on your            -  Call (800) 621-1048 for instructions
    application and include a voided check

 USING QuickBuy
 Not available                                 -  Call (800) 621-1048 to make sure
                                                  QuickBuy is set up on your account; if
                                                  it is, you can request a transfer from
                                                  your bank account of any amount
                                                  between $50 and $250,000
 ON THE INTERNET
 -  Go to www.dws-investments.com              -  Go to www.dws-investments.com and
                                                  register
 -  Print out a prospectus and a new
    account application                        -  Follow the instructions for buying
                                                  shares with money from your bank
 -  Complete and return the application           account
    with your check
</TABLE>


--------------------------------------------------------------------------------
REGULAR MAIL:

First Investment: DWS Investments, PO Box 219356, Kansas City, MO 64121-9356
Additional Investments: DWS Investments, PO Box 219154, Kansas City, MO
64121-9154

EXPRESS, REGISTERED OR CERTIFIED MAIL:
DWS Investments, 210 W. 10th Street, Kansas City, MO 64105-1614

                                                         How to Buy Shares  | 15
<PAGE>

How to EXCHANGE or SELL Shares



<TABLE>
<CAPTION>
 EXCHANGING INTO ANOTHER FUND                   SELLING SHARES
<S>                                            <C>
 $1,000 or more to open a new account          Some transactions, including most for
 $500 or more for IRAs                         over $100,000, can only be ordered in
 $50 or more for exchanges between             writing with a signature guarantee;
 existing accounts                             please see "Signature Guarantee"

 THROUGH A FINANCIAL ADVISOR
 -  Contact your advisor by the method         -  Contact your advisor by the method
    that's most convenient for you                that's most convenient for you

 BY CHECK
 Not available                                 -  Write a check on your account for at
                                                  least $500

 BY PHONE OR WIRE
 -  Call (800) 621-1048 for instructions       -  Call (800) 621-1048 for instructions

 BY MAIL OR EXPRESS MAIL
 (see previous page for address)
 Write a letter that includes:                 Write a letter that includes:
 -  the fund, class and account number         -  the fund, class and account number
    you're exchanging out of                      from which you want to sell shares
 -  the dollar amount or number of shares      -  the dollar amount or number of shares
    you want to exchange                          you want to sell
 -  the name and class of the fund you         -  your name(s), signature(s) and
    want to exchange into                         address, as they appear on your account
 -  your name(s), signature(s) and
    address, as they appear on your            -  a daytime telephone number
    account
 -  a daytime telephone number

 WITH AN AUTOMATIC EXCHANGE PLAN               WITH AN AUTOMATIC WITHDRAWAL PLAN
 -  To set up regular exchanges from a         -  To set up regular withdrawals from a
    fund account, call (800) 621-1048             fund account, call (800) 621-1048
                                                  (minimum $50)

 USING QuickSell
 Not available                                 -  Call (800) 621-1048 to make sure
                                                  QuickSell is set up on your account; if
                                                  it is, you can request a transfer to your
                                                  bank account of any amount between
                                                  $50 and $250,000

 ON THE INTERNET
 -  Register at www.dws-                       -  Register at www.dws-
    investments.com                               investments.com
 -  Follow the instructions for making         -  Follow the instructions for making
    on-line exchanges                             on-line redemptions
</TABLE>


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

<TABLE>
<S>               <C>
TO REACH US:      WEB SITE: www.dws-investments.com
                  TELEPHONE REPRESENTATIVE: (800) 621-1048, M-F, 9 a.m. - 6 p.m. ET
                  TDD LINE: (800) 972-3006, M-F, 9 a.m. - 6 p.m. ET
</TABLE>



16 | How to Exchange or Sell Shares
<PAGE>

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 portfolio. Please note
           that a financial advisor may charge fees separate from those charged
           by the portfolio and may be compensated by the portfolio.

           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)
           621-1048.


           Financial intermediary support payments

           The Advisor, DWS Investments Distributors, Inc. (the "Distributor")
           and/or their affiliates may pay additional compensation, out of
           their own assets and not as an additional charge to the portfolio,
           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 portfolio 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 portfolio, any
           record keeping/sub-transfer agency/networking fees payable by the
           portfolio (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


                                            Policies You Should Know About  | 17
<PAGE>

           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 portfolio with "shelf space" or
           access to a third party platform or portfolio offering list or other
           marketing programs, including, without limitation, inclusion of the
           portfolio 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
           portfolio attributable to the financial advisor, the particular
           portfolio or portfolio 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 portfolio serviced and maintained by the financial
           advisor, .05% to .25% of sales of the portfolio 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 portfolio or of any particular share class of the portfolio.
           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


18 | Policies You Should Know About
<PAGE>

           influenced your financial advisor's recommendation of the portfolio.
           Additional information regarding these revenue sharing payments is
           included in the portfolio's Statement of Additional Information,
           which is available to you on request at no charge (see the back
           cover of this prospectus for more information on how to request a
           copy of the Statement of Additional Information).

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

           It is likely that broker-dealers that execute portfolio transactions
           for the portfolio 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 portfolio. 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.


                                            Policies You Should Know About  | 19
<PAGE>

           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 portfolio, then we may reject your application and order.

           The portfolio 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 portfolio, after a reasonable effort to do so,
           you will receive written notification.

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

           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.

           SUB-MINIMUM BALANCES. The portfolio may charge you $3 per month if
           your balance falls below $1,000 for the last 30 days (this policy
           doesn't apply to most retirement accounts or if you have an
           automatic investment plan).

           TRANSACTION PROCESSING. 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 4:00
           p.m. Eastern time, it will normally receive the dividend for that
           day.


20 | 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 portfolio 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
           portfolio receives the payment (typically the next business day).
           For redemptions processed via Fund/
           SERV, you generally will receive dividends accrued up to, but not
           including, the business day that payment for your shares is made.

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

           In order to receive proceeds by wire, contact Shareholder Services
           before 4:00 p.m. Eastern time. After you inform Shareholder Services
           of the amount of your redemption, you will receive a trade
           confirmation number. If the portfolio receives a sell request before
           4:00 p.m. Eastern time and the request calls for proceeds to be sent
           out by wire, the proceeds will normally be wired on the same day.
           However, the shares sold will not earn that day's dividend.

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

           THE AUTOMATED INFORMATION LINE IS AVAILABLE 24 HOURS A DAY BY
           CALLING (800) 621-1048. You can use our automated phone services to
           get information on DWS funds generally and on accounts held directly
           at DWS Investments. You can also use this service to make exchanges
           and to purchase and sell shares.


                                            Policies You Should Know About  | 21
<PAGE>

           QUICKBUY AND QUICKSELL allow you to set up an electronic link
           between a DWS 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 and
           there is a $50 minimum and a $250,000 maximum. To set up QuickBuy or
           QuickSell on a new account, see the account application; to add it
           to an existing account, call (800) 621-1048.

           TELEPHONE AND ELECTRONIC TRANSACTIONS. Generally, you are
           automatically entitled to telephone check redemption and exchange
           privileges, but you may elect not to have them when you open your
           account or by contacting Shareholder Services at (800) 621-1048 at a
           later date.

           Since many transactions may be initiated by telephone or
           electronically, it's important to understand that as long as we take
           reasonable steps to ensure that an order to purchase or redeem
           shares is genuine, such as recording calls or requesting personal
           security information, we are not responsible for any losses that may
           occur as a result. For transactions conducted over the Internet, we
           recommend the use of a secure Internet browser. In addition, you
           should verify the accuracy of your confirmation statements
           immediately after you receive them.

           IF YOU ARE INVESTING IN THE PORTFOLIO AND HAVE ELECTED THE DWS
           MONEYPLUS ACCOUNTSM FEATURE, you have access to a number of
           different features and your policies and fees are different in some
           cases. For example, there is no minimum dollar amount on checks you
           write, and you can access your account using a VISA (Reg. TM) Check
           Card (a debit card). For more information on the DWS MoneyPLUS
           Account, its cash management features and its policies and fees,
           call (800) 621-1048.

           CHECKWRITING enables you to sell shares of the portfolio 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. Please note that you should not write checks for more than
           $5,000,000. Note as well that we can't honor any check larger than
           your balance at the time the check is presented to us. A $10 service
           charge will be assessed for checks that are written for less than
           $500. You'll also be charged a $10 service fee when you write a
           check that's larger than your available balance at the time the
           check is presented to us, and we will not be able to honor the
           check. It is not a good idea to close


22 | Policies You Should Know About
<PAGE>

           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.

           THE PORTFOLIO 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
           portfolio 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 portfolio sending you
           the first portfolio account statement on which an improper charge
           appears.

           THE PORTFOLIO DOES NOT ISSUE SHARE CERTIFICATES.

           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 portfolio can only send wires of $1,000 or more and
           accept wires of $50 or more.

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

           SIGNATURE GUARANTEE. When you want to sell more than $100,000 worth
           of shares or send proceeds to a third party or to a new address,
           you'll usually need to place your order in writing and include a
           signature guarantee. However, if you want money


                                            Policies You Should Know About  | 23
<PAGE>

           transferred electronically 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. We require
           stamps from members of a medallion signature guarantee program. A
           notary cannot be accepted in lieu of a signature guarantee.

           SELLING SHARES OF TRUST ACCOUNTS AND BUSINESS OR ORGANIZATION
           ACCOUNTS may require additional documentation. Please call (800)
           621-1048 or contact your financial advisor for more information.

           MONEY FROM SHARES YOU SELL is sent out within one business day of
           the business day that your redemption order is effective except as
           discussed below. It could be longer when you are selling shares you
           bought recently by check or ACH (the funds will be placed under a 10
           calendar day hold to ensure good funds) or when unusual
           circumstances prompt the SEC to allow further delays. Certain
           expedited redemption processes (e.g., redemption proceeds by wire)
           may also be delayed or unavailable when you are selling shares
           recently purchased or in the event of the closing of the Federal
           Reserve wire payment system. The portfolio reserves the right to
           suspend or postpone redemptions as permitted pursuant to Section
           22(e) of the Investment Company Act of 1940. 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 portfolio or the fair
           determination of the value of the portfolio'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 portfolio, please see "Other rights we reserve."


24 | Policies You Should Know About
<PAGE>

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

           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 portfolio and, accordingly, the Board of the
           portfolio has not approved any policies and procedures designed to
           limit this activity. However, the portfolio reserves the right to
           and may reject or cancel a purchase or exchange order into the
           portfolio 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 DWS fund.


           How the portfolio calculates share price

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


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


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

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

           THE PORTFOLIO IS OPEN FOR BUSINESS each day the New York Stock
           Exchange (the "Exchange") is open. Normally, the portfolio
           calculates its share price once every business day as of the close
           of regular trading on the Exchange (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


                                            Policies You Should Know About  | 25
<PAGE>

           and for receipt of redemption orders for same day wire transfer of
           proceeds will be the earlier of (a) 4:00 p.m. Eastern time or (b)
           the early closing time of the Exchange. The portfolio seeks to
           maintain a stable $1.00 share price.

           The portfolio 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
           portfolio'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 portfolio will only
           accept purchase orders by wire 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 portfolio 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 portfolio will be open for
           business on a particular day. Information concerning the intention
           of the portfolio 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

26 | Policies You Should Know About
<PAGE>

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

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

           -  refuse, cancel, limit or rescind any purchase or exchange order,
              without prior notice; freeze any account (meaning you will not be
              able to purchase portfolio 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 portfolio's best
              interests or when the portfolio 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 portfolio 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 portfolio
              shares and you may incur a tax liability

           -  change, add or withdraw various services, fees and account
              policies (for example, we may adjust the portfolio's investment
              minimums at any time). All orders to purchase
              shares of the portfolio are subject to acceptance and are not
              binding until confirmed or accepted in writing


UNDERSTANDING DISTRIBUTIONS AND TAXES

           The portfolio intends to distribute to its shareholders virtually
           all of its net earnings. The portfolio 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
           portfolio's earnings are separate from any gains or losses stemming
           from your own purchase and sale of shares.) The portfolio may not
           always pay a dividend or distribution for a given period.





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.



                                     Understanding Distributions and Taxes  | 27
<PAGE>

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

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

           YOU CAN CHOOSE HOW TO RECEIVE YOUR DIVIDENDS AND DISTRIBUTIONS. You
           can have them all automatically reinvested in portfolio shares (at
           NAV), all deposited directly to your bank account or all sent to you
           by check, have one type reinvested and the other sent to you by
           check or have them invested in a different fund. 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 portfolio seeks to maintain a stable share price, you
           are unlikely to have capital gains or losses when you sell portfolio
           shares.

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

           For most shareholders, a portion of the dividends from the portfolio
           is generally exempt from state and local income taxes. However, a
           portion of the portfolio's dividends may be taxable as ordinary
           income if it came from investments in taxable securities, tax-exempt
           market discount bonds, or as the result of short or long-term
           capital gains.

           Your portfolio 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.


28 | Understanding Distributions and Taxes
<PAGE>

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

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


                                     Understanding Distributions and Taxes  | 29
<PAGE>

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


           Using the annual portfolio operating expense ratios presented in the
           fee tables in the portfolio 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
           portfolio held for the next 10 years and the impact of such fees and
           expenses on portfolio returns for each year and cumulatively,
           assuming a 5% return for each year. The historical rate of return
           for the portfolio may be higher or lower than 5% and, for money
           market funds, is typically less than 5%. The tables also assume that
           all dividends and distributions are reinvested and that, where
           applicable, Class B shares convert to Class A shares after six
           years. The annual portfolio expense ratios shown are net of any
           contractual fee waivers or expense reimbursements, if any, for the
           period of the contractual commitment. The tables reflect the maximum
           initial sales charge, if any, but do not reflect any contingent
           deferred sales charge or redemption fees, if any, which may be
           payable upon redemption. If contingent deferred sales charges or
           redemption fees were shown, the "Hypothetical Year-End Balance After
           Fees and Expenses" amounts shown would be lower and the "Annual Fees
           and Expenses" amounts shown would be higher. 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 portfolio 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 portfolio's prospectus to consider the
           investment objectives, risks, expenses and charges of the portfolio
           prior to investing.


30 | Appendix
<PAGE>

Government & Agency Securities Portfolio -
DWS Government & Agency Money Fund



<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%        0.26%              4.74%       $ 10,474.00         $  26.62
   2           10.25%        0.26%              9.70%       $ 10,970.47         $  27.88
   3           15.76%        0.26%             14.90%       $ 11,490.47         $  29.20
   4           21.55%        0.26%             20.35%       $ 12,035.12         $  30.58
   5           27.63%        0.26%             26.06%       $ 12,605.58         $  32.03
   6           34.01%        0.26%             32.03%       $ 13,203.08         $  33.55
   7           40.71%        0.26%             38.29%       $ 13,828.91         $  35.14
   8           47.75%        0.26%             44.84%       $ 14,484.40         $  36.81
   9           55.13%        0.26%             51.71%       $ 15,170.96         $  38.55
  10           62.89%        0.26%             58.90%       $ 15,890.07         $  40.38
  TOTAL                                                                         $ 330.74
</TABLE>



                                                                  Appendix  | 31
<PAGE>

TO GET MORE INFORMATION

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

STATEMENT OF ADDITIONAL INFORMATION (SAI) - This tells you more about the
portfolio'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 portfolio, call (800) 621-1048, or contact DWS Investments at the address
listed below. SAIs and shareholder reports are also available through the DWS
Investments Web site at www.dws-investments.com. These documents and other
information about the portfolio 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 portfolio,
including the portfolio'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>
DWS INVESTMENTS      SEC                     DISTRIBUTOR
-----------------    --------------------    ------------------------------
<S>                  <C>                     <C>
PO Box 219151        100 F Street, N.E.      DWS Investments Distributors,
Kansas City, MO      Washington, D.C.        Inc.
64121-9151           20549-0102              222 South Riverside Plaza
WWW.DWS-             WWW.SEC.GOV             Chicago, IL 60606-5808
INVESTMENTS.COM      (800) SEC-0330          (800) 621-1148
(800) 621-1048
</TABLE>



<TABLE>
<S>                     <C>                                           <C>
SEC FILE NUMBER:
Cash Account Trust      Government & Agency Securities Portfolio      811-05970
</TABLE>





(08/01/09) DGAMF-1
[RECYCLE GRAPHIC APPEARS HERE]
                                                          [DWS INVESTMENTS LOGO]
                                                             Deutsche Bank Group

<PAGE>

                                 AUGUST 1, 2009







                                   PROSPECTUS
                              ------------------
                    DWS TAX-EXEMPT CASH INSTITUTIONAL SHARES

                              TAX-EXEMPT PORTFOLIO

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.


                                     RESHAPING INVESTING. [DWS INVESTMENTS LOGO]
                                                             Deutsche Bank Group

<PAGE>

CONTENTS




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


</TABLE>
<TABLE>
<S>      <C>
 13      Financial Highlights

HOW TO INVEST IN THE PORTFOLIO
 15      How to Buy Shares
 16      How to Sell Shares
 17      Policies You Should Know
         About
 26      Understanding Distributions
         and Taxes
 29      Appendix
</TABLE>

<PAGE>


<TABLE>
<S>                         <C>
                            DWS Tax-Exempt
                            Cash Institutional
                            Shares
  ticker symbol             SCIXX
    fund number             148

    TAX-EXEMPT PORTFOLIO


</TABLE>

            THE PORTFOLIO'S MAIN INVESTMENT STRATEGY

            The portfolio seeks to provide maximum current income that is
            exempt from federal income taxes to the extent consistent with
            stability of capital.

            The portfolio pursues its objective by investing in high quality,
            short-term municipal obligations.

            The portfolio normally invests at least 80% of its net assets in
            municipal securities, the income from which is free from regular
            federal income tax and alternative minimum tax (AMT). This policy
            is fundamental and may not be changed without shareholder approval.


            This portfolio is designed for investors in a moderate to high tax
            bracket who are interested in federal tax-free income along with
            the liquidity and stability that a money fund is designed to offer.


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

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

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


                                                       Tax-Exempt Portfolio  | 3
<PAGE>

          -    Portfolio securities are denominated in US dollars and have
               remaining maturities of 397 days (about 13 months) or less at the
               time of purchase. The portfolio 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 portfolio buys short-term municipal 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;

               - 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 two
                 highest long-term rating categories by a NRSRO, or are deemed
                 by the Advisor to be of comparable quality.


            Principal investments

            The portfolio primarily invests in the following types of
            investments:

            -  Municipal trust receipts ("MTRs"). MTRs are sometimes called
               municipal asset-backed securities, synthetic short-term
               derivatives, floating rate trust certificates, or municipal
               securities trust receipts. MTRs are typically structured by a
               bank, broker-dealer or other financial institution by depositing
               municipal securities into a trust or partnership coupled with a
               conditional right to sell, or put, the holder's interest in the
               underlying securities at par plus accrued interest to a
               financial institution. MTRs may be issued as fixed or variable
               rate instruments. These trusts are organized so that the
               purchaser of the MTR is considered to be investing in the
               underlying municipal securities. This structure is intended to
               allow the tax-exempt status of interest generated by the
               underlying asset to pass through to the purchaser. The portfolio
               may invest up to 50% of its net assets in MTRs. An additional
               10% of the portfolio's net assets may be invested in MTRs on a
               temporary basis at the Advisor's discretion to manage inflows
               into the portfolio.


4 | Tax-Exempt Portfolio
<PAGE>

            -  General obligation notes and bonds, which an issuer backs with
            its full faith and credit. That means the government entity will
            repay the bond out of its general tax revenues.

            -  Revenue notes and bonds, which are payable from specific revenue
               sources. These are often tied to the public works projects the
               bonds are financing, but are not generally backed by the
               issuer's taxing power.

            -  Tax-exempt commercial paper, which is tax-exempt debt of
               borrowers that typically matures in 270 days or less.

            -  Short-term municipal notes, such as tax anticipation notes, that
               are issued in anticipation of the receipt of tax revenues.

            -  Municipal obligations backed by letters of credit (a document
               issued by a bank guaranteeing the issuer's payments for a stated
               amount), general bank guarantees or municipal bond insurance.

            -  Floating rate bonds, whose interest rates vary with changes in
               specified market rates or indices. The portfolio may invest in
               high quality floating rate bonds with maturities of one year or
               more if it has the right to sell them back at their face value
               within 397 days of purchase.

            -  Tax-exempt private activity bonds, which are revenue bonds that
               finance non-governmental activities, such as private industry
               construction and which meet certain tax law requirements.

            Working in consultation with portfolio management, a credit team
            screens potential securities and develops a list of those that the
            portfolio may buy. Portfolio management, looking for attractive
            yield and weighing considerations such as credit quality, economic
            outlooks and possible interest rate movements, then decides which
            securities on this list to buy. Portfolio management may adjust the
            portfolio'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 PORTFOLIO

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


                                                       Tax-Exempt Portfolio  | 5
<PAGE>

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

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

            CREDIT RISK. A money market instrument's credit quality depends on
            the issuer's ability to pay interest on the security and repay the
            debt; the lower the credit rating, the greater the risk that the
            security's issuer will default, or fail to meet its payment
            obligations. The credit risk of a security may also depend on the
            credit quality of any bank or financial institution that provides
            credit enhancement for it. To reduce credit risk, the portfolio
            only buys high quality securities. Also, the portfolio only buys
            securities with remaining maturities of 397 days (about 13 months)
            or less. This reduces the risk that the issuer's creditworthiness
            will change before such obligations are due, or that the issuer
            will default on the principal and interest payments of the
            obligation.


6 | Tax-Exempt Portfolio
<PAGE>

            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. In addition, the municipal securities market is
            narrower, less liquid and has fewer investors than the taxable
            market.

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

            MUNICIPAL TRUST RECEIPTS RISK. The portfolio's investment in MTRs
            is subject to similar risks as other investments in debt
            obligations, including interest rate risk, credit risk and security
            selection risk. Additionally, investments in MTRs raise certain tax
            issues that may not be presented by direct investments in municipal
            bonds. There is some risk that certain issues could be resolved in
            a manner that could adversely impact the performance of the
            portfolio.

            SPECIAL TAX RISKS. Political or legal actions could change the
            tax-exempt status of the portfolio's dividends. Also, to the extent
            that the portfolio invests in taxable securities, a portion of its
            income would be subject to regular federal income taxation.

            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 portfolio may have to
            reinvest the proceeds at lower interest rates. Thus, prepayment may
            reduce the portfolio'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.

            TEMPORARY DEFENSIVE POSITION. In response to adverse political,
            economic or market events, the portfolio may adopt a temporary
            defensive position in which it places more than 20% of the
            portfolio's assets in high quality money market investments that
            are subject to federal income tax. To the extent that the portfolio
            might do so, it may not meet its goal of a high level of current
            tax-free income.


                                                       Tax-Exempt Portfolio  | 7
<PAGE>

THE PORTFOLIO'S PERFORMANCE HISTORY

While a portfolio'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 portfolio has varied from year
to year, which may give some idea of risk. The table shows how the portfolio's
returns over different periods average out. The "total return" of a portfolio
is the change in the value of an investment in the portfolio over a given
period. Average annual returns are calculated by averaging the year-by-year
returns of the portfolio over a given period. All figures include the effects
of the portfolio'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 portfolio over a seven-day period. This amount is then
annualized, which means that we assume the portfolio generates the same income
every week for a year. To learn the current yield, investors may call (800)
537-3177.

Tax-Exempt Portfolio

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

[BAR GRAPHIC OMITTED HERE]

[BAR GRAPHIC DATA]

<TABLE>
<S>       <C>       <C>       <C>       <C>       <C>       <C>       <C>     <C>
 4.06      2.70      1.26      0.91      1.06      2.26      3.29     3.53    2.19
2000      2001      2002      2003      2004      2005      2006      2007    2008
</TABLE>





<TABLE>
<CAPTION>
2009 TOTAL RETURN AS OF JUNE 30: 0.31%
<S>                                        <C>
FOR THE PERIODS INCLUDED IN THE BAR CHART:
BEST QUARTER: 1.06%, Q4 2000               WORST QUARTER: 0.19%, Q3 2003
</TABLE>


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



<TABLE>
<CAPTION>
      1 YEAR          5 YEARS      SINCE INCEPTION*
<S>                  <C>          <C>
       2.19            2.46             2.37
</TABLE>


 *   Commencement of operations for the portfolio's DWS Tax-Exempt Cash
     Institutional Shares was on November 17, 1999.

 For more recent performance information, contact the financial services firm
 from which you obtained this prospectus.


8 | Tax-Exempt Portfolio
<PAGE>

HOW MUCH INVESTORS PAY

The table below describes the fees and expenses that you may pay if you buy and
hold portfolio 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                                      0.06%
 Distribution/Service (12b-1) Fee                   None
 Other Expenses 1                                    0.17
 TOTAL ANNUAL OPERATING EXPENSES                     0.23
 Expense Waiver/Reimbursement 2                      0.03
 NET ANNUAL OPERATING EXPENSES 2                     0.20
</TABLE>


1  "Other Expenses" include an administrative services fee paid to the Advisor
   in the amount of 0.10% of average daily net assets.

2  Through July 31, 2010, the Advisor has contractually agreed to waive all or
   a portion of its management fee and reimburse or pay operating expenses of
   the portfolio to the extent necessary to maintain the portfolio's DWS
   Tax-Exempt Cash Institutional Shares total annual operating expenses at
   0.20% of average daily net assets, excluding certain expenses such as
   extraordinary expenses, taxes, brokerage and interest.

Based on the costs above (including one year of capped expenses in each
period), this example helps you compare the expenses of the share class 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>
 $20               $71          $126         $290
</TABLE>



                                                       Tax-Exempt Portfolio  | 9
<PAGE>

OTHER POLICIES

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

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

           If you want more information on the portfolio'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 portfolio will
           achieve its objective.

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


10 | Other Policies
<PAGE>

WHO MANAGES AND OVERSEES THE PORTFOLIO


           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 portfolio. Under the
           oversight of the Board, the Advisor makes investment decisions, buys
           and sells securities for the portfolio and conducts research that
           leads to these purchase and sale decisions. The Advisor provides a
           full range of global investment advisory services to institutional
           and retail clients.

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

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

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

           MANAGEMENT FEE. The Advisor receives a management fee from the
           portfolio. Below is the actual rate paid by the portfolio for the
           most recent fiscal year, as a percentage of the portfolio's average
           daily net assets.


<TABLE>
<CAPTION>
FUND NAME                             FEE PAID
<S>                                  <C>
  Tax-Exempt Portfolio                  0.06%
</TABLE>


           The management fee for the portfolio is computed based on the
           combined average daily net assets of Government & Agency Securities
           Portfolio, Money Market Portfolio and Tax-Exempt Portfolio, each a
           series of Cash Account Trust, and allocated to the portfolio based
           upon the portfolio's net assets.


                                    Who Manages and Oversees the Portfolio  | 11
<PAGE>

           A discussion regarding the basis for the Board's approval of the
           portfolio's investment management agreement is contained in the most
           recent shareholder report for the semiannual period ended October 31
           (see "Shareholder reports" on the back cover).

           Under a separate administrative services agreement between the
           portfolio and the Advisor, the portfolio pays the Advisor a fee for
           providing most of the portfolio's administrative services.


           Portfolio management

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


12 | Who Manages and Oversees the Portfolio
<PAGE>

FINANCIAL HIGHLIGHTS

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


Tax-Exempt Portfolio - DWS Tax-Exempt Cash
Institutional Shares


<TABLE>
<CAPTION>
YEARS ENDED APRIL 30,                    2009             2008             2007            2006           2005
<S>                                 <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
--------------------------------       -------          -------         --------        --------       --------
  Net investment income                    .016             .032             .034            .026           .014
________________________________       ________         ________        _________       _________      _________
  Less distributions from net
  investment income                     ( .016)          ( .032)         (  .034)        (  .026)       (  .014)
--------------------------------       --------         --------        ---------       ---------      ---------
NET ASSET VALUE, END OF
PERIOD                                 $  1.00          $  1.00         $   1.00        $   1.00       $   1.00
--------------------------------       --------         --------        ---------       ---------      ---------
Total Return (%)                        1.58b            3.20b            3.46b             2.64         1.38a
--------------------------------       --------         --------        ---------       ---------      ---------

RATIOS TO AVERAGE NET ASSETS AND SUPPLEMENTAL DATA
---------------------------------------------------------------------------------------------------------------------
Net assets, end of period
($ millions)                             1,770            1,751            1,064             370            413
________________________________       ________         ________        _________       _________      _________
Ratio of expenses before
expense reductions (%)                     .23              .21              .21             .21            .21
________________________________       ________         ________        _________       _________      _________
Ratio of expenses after
expense reductions (%)                     .22              .21              .20             .21            .20
________________________________       ________         ________        _________       _________      _________
Ratio of net investment
income (%)                                1.56             3.12             3.42            2.61           1.38
--------------------------------       --------         --------        ---------       ---------      ---------
</TABLE>


a    Total return includes income resulting from a nonrecurring adjustment in
     expenses. Without this adjustment, total return would have been 1.15%.

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

                                                      Financial Highlights  | 13
<PAGE>

HOW TO INVEST IN THE PORTFOLIO
The following pages describe the main POLICIES associated with buying and
selling shares of the portfolio. There is also information on DIVIDENDS AND
TAXES and other matters that may affect you as the shareholder.

Because the portfolio is available only through a FINANCIAL ADVISOR, such as a
broker or financial institution, you should contact a representative of your
financial advisor for instructions on how to buy or sell portfolio shares.
<PAGE>

How to Buy Shares



<TABLE>
<CAPTION>
 FIRST INVESTMENT                               ADDITIONAL INVESTMENTS
<S>                                             <C>
 $1,000,000 for all accounts                    No minimum amount

 BY REGULAR, EXPRESS, REGISTERED OR

 CERTIFIED MAIL
 -  Fill out and sign a purchase                -  Send a check and a letter with your
    application                                    name, account number, the full name
 -  Send it to us at the address below,            of the portfolio and class, and your
    along with an investment check made            investment instructions to us at the
    out to the complete portfolio and class        address below
    name
    Mail to the address below.

 BY WIRE
 -  Call (800) 730-1313 to open an account      -  Please contact your financial advisor
    and get an account number                      for wire instructions on purchase orders
 -  Please contact your financial advisor
    for wire instructions on purchase
    orders
 -  Complete a purchase application and
    send it to us at the address below

 E-MAIL ADDRESS                                  -
 ifunds@dws.com
</TABLE>


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

<TABLE>
<S>               <C>
TO REACH US:      PHONE NUMBER: (800) 730-1313
                  WEB SITE: www.moneyfunds.deam-us.db.com
                  MAIL: DWS Investments Service Company,
                  Institutional Funds Client Services PO Box 219210
                  Kansas City, MO
                  64121-9210
</TABLE>



                                                         How to Buy Shares  | 15
<PAGE>

How to SELL Shares




<TABLE>
<S>  <C>
 BY EXPEDITED REDEMPTION SERVICE
 If Expedited Redemption Service has been elected on the Purchase Application on
 file with the Transfer Agent, redemption of shares may be requested by:
 -  telephoning Client Services at (800) 730-1313

 BY MAIL OR EXPRESS MAIL
 Write a letter that includes:
 -  the portfolio, class, and account number from which you want to
    sell shares
 -  the dollar amount or number of shares you want to sell
 -  your name(s), signature(s), and address, as they appear on your
    account
 -  a daytime telephone number
    Mail to the address below.

 BY PHONE
 -  Call (800) 730-1313 for instructions
</TABLE>


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

<TABLE>
<S>               <C>
TO REACH US:      PHONE NUMBER: (800) 730-1313
                  WEB SITE: www.moneyfunds.deam-us.db.com
                  MAIL: DWS Investments Service Company,
                  Institutional Funds Client Services PO Box 219210
                  Kansas City, MO
                  64121-9210
</TABLE>



16 | How to Sell Shares
<PAGE>

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 portfolio. Please note
           that a financial advisor may charge fees separate from those charged
           by the portfolio and may be compensated by the portfolio.

           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.


           Financial intermediary support payments

           The Advisor, DWS Investments Distributors, Inc. (the "Distributor")
           and/or their affiliates may pay additional compensation, out of
           their own assets and not as an additional charge to the portfolio,
           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 portfolio 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 portfolio, any
           record keeping/sub-transfer agency/networking fees payable by the
           portfolio (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


                                            Policies You Should Know About  | 17
<PAGE>

           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 portfolio with "shelf space" or
           access to a third party platform or portfolio offering list or other
           marketing programs, including, without limitation, inclusion of the
           portfolio 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
           portfolio attributable to the financial advisor, the particular
           portfolio or portfolio 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 portfolio serviced and maintained by the financial
           advisor, .05% to .25% of sales of the portfolio 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 portfolio or of any particular share class of the portfolio.
           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


18 | Policies You Should Know About
<PAGE>

           influenced your financial advisor's recommendation of the portfolio.
           Additional information regarding these revenue sharing payments is
           included in the portfolio's Statement of Additional Information,
           which is available to you on request at no charge (see the back
           cover of this prospectus for more information on how to request a
           copy of the Statement of Additional Information).

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

           It is likely that broker-dealers that execute portfolio transactions
           for the portfolio 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 portfolio. 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.


                                            Policies You Should Know About  | 19
<PAGE>

           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 portfolio, then we may reject your application and order.

           The portfolio 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 portfolio, after a reasonable effort to do so,
           you will receive written notification.

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

           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.

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

           TRANSACTION PROCESSING. 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 3:00
           p.m. Eastern time, it will normally receive the dividend for that
           day.


20 | Policies You Should Know About
<PAGE>

           Shareholders known to the portfolio may notify the transfer agent in
           advance of their wire transfer purchase by calling the transfer
           agent prior to the 3:00 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 portfolio 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 portfolio 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 portfolio's Distributor may refuse to allow any
           investor to trade with the portfolio 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 portfolio or its agents have
           incurred.

           Please contact your financial advisor for wire instructions and
           purchase orders.

           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
           portfolio 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>

           In order to receive proceeds by wire, contact the transfer agent
           before 3:00 p.m. Eastern time. After you inform the transfer agent
           of the amount of your redemption, you will receive a trade
           confirmation number. If the portfolio receives a sell request before
           3:00 p.m. Eastern time and the request calls for proceeds to be sent
           out by wire, the proceeds will normally be wired on the same day.
           However, the shares sold will not earn that day's dividend.

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

           EXPEDITED REDEMPTIONS. Expedited Redemption Service allows you to
           have proceeds from your sales of portfolio shares wired directly to
           a bank account. To use this service, you'll need to designate the
           bank account in advance. Follow the instructions on your
           application.

           THE PORTFOLIO DOES NOT ISSUE SHARE CERTIFICATES.

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

           SIGNATURE GUARANTEE. When you want to sell more than $100,000 worth
           of shares or send proceeds to a third party or to a new address,
           you'll usually need to place your order in writing and include a
           signature guarantee. However, if you want money transferred
           electronically 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.


22 | Policies You Should Know About
<PAGE>

           A signature guarantee is simply a certification of your signature -
           a valuable safeguard against fraud. You can get a signature
           guarantee from an eligible guarantor institution, including
           commercial banks, savings and loans, trust companies, credit unions,
           member firms of a national stock exchange or any member or
           participant of an approved signature guarantor program. We require
           stamps from members of a medallion signature guarantee program. A
           notary cannot be accepted in lieu of a signature guarantee.

           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 (the
           funds will be placed under a 10 calendar day hold to ensure good
           funds) or when unusual circumstances prompt the SEC to allow further
           delays. Certain expedited redemption processes (e.g., redemption
           proceeds by wire) may also be delayed or unavailable when you are
           selling shares recently purchased or in the event of the closing of
           the Federal Reserve wire payment system. The portfolio 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 portfolio or the
           fair determination of the value of the portfolio'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 portfolio, please see "Other rights we reserve."

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

           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 portfolio and, accordingly, the Board of the
           portfolio has not approved any policies and procedures designed to
           limit this activity. However, the portfolio reserves


                                            Policies You Should Know About  | 23
<PAGE>

           the right to and may reject or cancel a purchase or exchange order
           into the portfolio 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 DWS fund.


           How the portfolio calculates share price

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


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


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

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

           THE PORTFOLIO IS OPEN FOR BUSINESS each day the New York Stock
           Exchange (the "Exchange") is open. Normally, the portfolio
           calculates its share price once every business day as of the close
           of regular trading on the Exchange (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) 3:00 p.m.
           Eastern time or (b) the early closing time of the Exchange. The
           portfolio seeks to maintain a stable $1.00 share price.

           The portfolio 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
           portfolio's portfolio instruments are open and (c) the


24 | Policies You Should Know About
<PAGE>

           Advisor believes there will be adequate liquidity in the short-term
           markets. During any such Limited Trading Period, the portfolio 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 portfolio
           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 portfolio will be open for
           business on a particular day. Information concerning the intention
           of the portfolio to be open for a Limited Trading Period will be
           available at least one business day prior to the applicable day that
           the Exchange is closed or is closing early in the case of scheduled
           closings and as soon as practical in the case of unscheduled
           closings.


           Other rights we reserve

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

           -  withdraw or suspend the offering of shares at any time

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

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

                                            Policies You Should Know About  | 25
<PAGE>

          -    refuse, cancel, limit or rescind any purchase order, without
               prior notice; freeze any account (meaning you will not be able to
               purchase portfolio 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 portfolio's best
               interests or when the portfolio 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 portfolio 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 portfolio
              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; generally, the
              portfolio 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 portfolio's net assets, whichever is less

           -  change, add or withdraw various services, fees and account
              policies (for example, we may adjust the portfolio's investment
              minimums at any time). All orders to purchase shares of the
              portfolio are subject to acceptance and are not binding until
              confirmed or accepted in writing

UNDERSTANDING DISTRIBUTIONS AND TAXES

           The portfolio intends to distribute to its shareholders virtually
           all of its net earnings. The portfolio 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
           portfolio's earnings are separate from any gains or losses stemming
           from your own purchase and sale of shares.) The portfolio may not
           always pay a dividend or distribution for a given period.




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.


26 | Understanding Distributions and Taxes
<PAGE>

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

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

           YOU CAN CHOOSE HOW TO RECEIVE YOUR DIVIDENDS AND DISTRIBUTIONS. You
           may have them all automatically reinvested in portfolio shares (at
           NAV), all deposited directly to your bank account 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 portfolio seeks to maintain a stable share price, you
           are unlikely to have capital gains or losses when you sell portfolio
           shares.

           For federal income tax purposes, distributions of net investment
           income (other than "tax-exempt dividends" for the portfolio) are
           taxable as ordinary income. The portfolio does not expect to make
           distributions that are eligible for taxation as long-term capital
           gains or as qualified dividend income.

           For most shareholders, dividends from the portfolio are generally
           exempt from federal income tax. However, there are a few exceptions:


           -  A portion of the portfolio's dividends may be taxable if it came
              from investments in taxable securities, tax-exempt market
              discount bonds, or as the result of short or long-term capital
              gains.

                                     Understanding Distributions and Taxes  | 27
<PAGE>

           -  Because the portfolio can invest up to 20% of its net assets in
           securities whose income is subject to the federal alternative
           minimum tax (AMT), you may owe taxes on a portion of your dividends
           if you are among those investors who must pay AMT. In addition, if
           you receive social security or railroad retirement benefits, you
           should consult your tax advisor to determine what effect, if any, an
           investment in the portfolio may have on the federal taxation of your
           benefits.

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

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

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


28 | Understanding Distributions and Taxes
<PAGE>

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


           Using the annual portfolio operating expense ratios presented in the
           fee tables in the portfolio 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
           portfolio held for the next 10 years and the impact of such fees and
           expenses on portfolio returns for each year and cumulatively,
           assuming a 5% return for each year. The historical rate of return
           for the portfolio may be higher or lower than 5% and, for money
           market funds, is typically less than 5%. The tables also assume that
           all dividends and distributions are reinvested and that, where
           applicable, Class B shares convert to Class A shares after six
           years. The annual portfolio expense ratios shown are net of any
           contractual fee waivers or expense reimbursements, if any, for the
           period of the contractual commitment. The tables reflect the maximum
           initial sales charge, if any, but do not reflect any contingent
           deferred sales charge or redemption fees, if any, which may be
           payable upon redemption. If contingent deferred sales charges or
           redemption fees were shown, the "Hypothetical Year-End Balance After
           Fees and Expenses" amounts shown would be lower and the "Annual Fees
           and Expenses" amounts shown would be higher. 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 portfolio 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 portfolio's prospectus to consider the
           investment objectives, risks, expenses and charges of the portfolio
           prior to investing.


                                                                  Appendix  | 29
<PAGE>

Tax-Exempt Portfolio - DWS Tax-Exempt Cash 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%        0.20%              4.80%       $ 10,480.00         $  20.48
   2           10.25%        0.23%              9.80%       $ 10,979.90         $  24.68
   3           15.76%        0.23%             15.04%       $ 11,503.64         $  25.86
   4           21.55%        0.23%             20.52%       $ 12,052.36         $  27.09
   5           27.63%        0.23%             26.27%       $ 12,627.26         $  28.38
   6           34.01%        0.23%             32.30%       $ 13,229.58         $  29.74
   7           40.71%        0.23%             38.61%       $ 13,860.63         $  31.15
   8           47.75%        0.23%             45.22%       $ 14,521.78         $  32.64
   9           55.13%        0.23%             52.14%       $ 15,214.47         $  34.20
  10           62.89%        0.23%             59.40%       $ 15,940.20         $  35.83
  TOTAL                                                                         $ 290.05
</TABLE>



30 | Appendix
<PAGE>

TO GET MORE INFORMATION

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

STATEMENT OF ADDITIONAL INFORMATION (SAI) - This tells you more about the
portfolio'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 portfolio, call (800) 730-1313, or contact DWS Investments at the address
listed below. SAIs and shareholder reports are also available through the DWS
Investments Web site at www.moneyfunds.deam-us.db.com. These documents and
other information about the portfolio 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 portfolio,
including the portfolio'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>
DWS INVESTMENTS           SEC                     DISTRIBUTOR
----------------------    --------------------    ------------------------------
<S>                       <C>                     <C>
PO Box 219210             100 F Street, N.E.      DWS Investments Distributors,
Kansas City, MO           Washington, D.C.        Inc.
64121-9210                20549-0102              222 South Riverside Plaza
WWW.MONEYFUNDS.DEAM-      WWW.SEC.GOV             Chicago, IL 60606-5808
US.DB.COM                 (800) SEC-0330          (800) 621-1148
(800) 730-1313
</TABLE>



<TABLE>
<S>                     <C>                       <C>
SEC FILE NUMBER:
Cash Account Trust        Tax-Exempt Portfolio    811-05970
</TABLE>





(08/01/09) STIS-1
[RECYCLE GRAPHIC APPEARS HERE]
                                                          [DWS INVESTMENTS LOGO]
                                                             Deutsche Bank Group
<PAGE>

                                 AUGUST 1, 2009







                                   PROSPECTUS
                              ------------------
                           DWS TAX-EXEMPT MONEY FUND

                              TAX-EXEMPT PORTFOLIO

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.


                                     RESHAPING INVESTING. [DWS INVESTMENTS LOGO]
                                                             Deutsche Bank Group

<PAGE>

CONTENTS




<TABLE>
<S>      <C>
HOW THE PORTFOLIO WORKS
  4      The Portfolio's Main
         Investment Strategy
  6      The Main Risks of Investing in
         the Portfolio
  9      The Portfolio's Performance
         History
 10      How Much Investors Pay
 11      Other Policies
 12      Who Manages and Oversees
         the Portfolio
 14      Financial Highlights


</TABLE>
<TABLE>
<S>      <C>
HOW TO INVEST IN THE PORTFOLIO
 16      How to Buy Shares
 17      How to Exchange or Sell
         Shares
 18      Policies You Should Know
         About
 29      Understanding Distributions
         and Taxes
 31      Appendix
</TABLE>

<PAGE>

HOW THE PORTFOLIO WORKS

On the next few pages, you'll find information about the portfolio's investment
objective, the main strategies it uses to pursue that objective and the main
risks that could affect performance.

Whether you are considering investing in the portfolio or are already a
shareholder, you'll want to LOOK THIS INFORMATION OVER CAREFULLY. You may want
to keep it on hand for reference as well.

Remember that mutual funds are investments, not bank deposits. They're not
insured or guaranteed by the FDIC or any other government agency. Their share
prices will go up and down, and you could lose money by investing in them.

The portfolio is a money fund and seeks to maintain a stable $1.00 share price
to preserve the value of your investment.

You can find DWS prospectuses on the Internet at WWW.DWS-INVESTMENTS.COM (the
Web site does not form a part of this prospectus).
<PAGE>


<TABLE>
<S>                         <C>
                            DWS Tax-Exempt
                            Money Fund
  ticker symbol             DTBXX
    fund number             357

    TAX-EXEMPT PORTFOLIO


</TABLE>

            THE PORTFOLIO'S MAIN INVESTMENT STRATEGY

            The portfolio seeks to provide maximum current income that is
            exempt from federal income taxes to the extent consistent with
            stability of capital.

            The portfolio pursues its objective by investing in high quality,
            short-term municipal obligations.

            The portfolio normally invests at least 80% of its net assets in
            municipal securities, the income from which is free from regular
            federal income tax and alternative minimum tax (AMT). This policy
            is fundamental and may not be changed without shareholder approval.


            This portfolio is designed for investors in a moderate to high tax
            bracket who are interested in federal tax-free income along with
            the liquidity and stability that a money fund is designed to offer.


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

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

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

            -  Portfolio securities are denominated in US dollars and have
               remaining maturities of 397 days (about 13 months) or less at
               the time of purchase. The portfolio 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.


4 | Tax-Exempt Portfolio
<PAGE>

            -  The portfolio buys short-term municipal 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;

               - 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 two
                 highest long-term rating categories by a NRSRO, or are deemed
                 by the Advisor to be of comparable quality.


            Principal investments

            The portfolio primarily invests in the following types of
            investments:

            -  Municipal trust receipts ("MTRs"). MTRs are sometimes called
               municipal asset-backed securities, synthetic short-term
               derivatives, floating rate trust certificates, or municipal
               securities trust receipts. MTRs are typically structured by a
               bank, broker-dealer or other financial institution by depositing
               municipal securities into a trust or partnership coupled with a
               conditional right to sell, or put, the holder's interest in the
               underlying securities at par plus accrued interest to a
               financial institution. MTRs may be issued as fixed or variable
               rate instruments. These trusts are organized so that the
               purchaser of the MTR is considered to be investing in the
               underlying municipal securities. This structure is intended to
               allow the tax-exempt status of interest generated by the
               underlying asset to pass through to the purchaser. The portfolio
               may invest up to 50% of its net assets in MTRs. An additional
               10% of the portfolio's net assets may be invested in MTRs on a
               temporary basis at the Advisor's discretion to manage inflows
               into the portfolio.

            -  General obligation notes and bonds, which an issuer backs with
               its full faith and credit. That means the government entity will
               repay the bond out of its general tax revenues.

                                                       Tax-Exempt Portfolio  | 5
<PAGE>

            -  Revenue notes and bonds, which are payable from specific revenue
               sources. These are often tied to the public works projects the
               bonds are financing, but are not generally backed by the issuer's
               taxing power.

            -  Tax-exempt commercial paper, which is tax-exempt debt of
               borrowers that typically matures in 270 days or less.

            -  Short-term municipal notes, such as tax anticipation notes, that
               are issued in anticipation of the receipt of tax revenues.

            -  Municipal obligations backed by letters of credit (a document
               issued by a bank guaranteeing the issuer's payments for a stated
               amount), general bank guarantees or municipal bond insurance.

            -  Floating rate bonds, whose interest rates vary with changes in
               specified market rates or indices. The portfolio may invest in
               high quality floating rate bonds with maturities of one year or
               more if it has the right to sell them back at their face value
               within 397 days of purchase.

            -  Tax-exempt private activity bonds, which are revenue bonds that
               finance non-governmental activities, such as private industry
               construction and which meet certain tax law requirements.

            Working in consultation with portfolio management, a credit team
            screens potential securities and develops a list of those that the
            portfolio may buy. Portfolio management, looking for attractive
            yield and weighing considerations such as credit quality, economic
            outlooks and possible interest rate movements, then decides which
            securities on this list to buy. Portfolio management may adjust the
            portfolio'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 PORTFOLIO

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

            MONEY MARKET FUND RISK. An investment in the portfolio is not
            insured or guaranteed by the FDIC or any other government agency.
            Although the portfolio seeks to preserve the value of your
            investment at $1.00 per share, this share


6 | Tax-Exempt Portfolio
<PAGE>

            price isn't guaranteed and you could lose money by investing in the
            portfolio. The share price of money market funds can fall below the
            $1.00 share price. You should not rely on or expect the Advisor to
            enter into support agreements or take other actions to maintain the
            portfolio's $1.00 share price. The credit quality of the
            portfolio's holdings can change rapidly in certain markets, and the
            default of a single holding could have an adverse impact on the
            portfolio's share price. The portfolio's share price can also be
            negatively affected during periods of high redemption pressures
            and/or illiquid markets. The actions of a few large investors in
            the portfolio may have a significant adverse effect on the share
            price of the portfolio.

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

            CREDIT RISK. A money market instrument's credit quality depends on
            the issuer's ability to pay interest on the security and repay the
            debt; the lower the credit rating, the greater the risk that the
            security's issuer will default, or fail to meet its payment
            obligations. The credit risk of a security may also depend on the
            credit quality of any bank or financial institution that provides
            credit enhancement for it. To reduce credit risk, the portfolio
            only buys high quality securities. Also, the portfolio only buys
            securities with remaining maturities of 397 days (about 13 months)
            or less. This reduces the risk that the issuer's creditworthiness
            will change before such obligations are due, or that the issuer
            will default on the principal and interest payments of the
            obligation.

            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. In addition, the municipal securities market is
            narrower, less liquid and has fewer investors than the taxable
            market.


                                                       Tax-Exempt Portfolio  | 7
<PAGE>

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

            MUNICIPAL TRUST RECEIPTS RISK. The portfolio's investment in MTRs
            is subject to similar risks as other investments in debt
            obligations, including interest rate risk, credit risk and security
            selection risk. Additionally, investments in MTRs raise certain tax
            issues that may not be presented by direct investments in municipal
            bonds. There is some risk that certain issues could be resolved in
            a manner that could adversely impact the performance of the
            portfolio.

            SPECIAL TAX RISKS. Political or legal actions could change the
            tax-exempt status of the portfolio's dividends. Also, to the extent
            that the portfolio invests in taxable securities, a portion of its
            income would be subject to regular federal income taxation.

            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 portfolio may have to
            reinvest the proceeds at lower interest rates. Thus, prepayment may
            reduce the portfolio'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.

            TEMPORARY DEFENSIVE POSITION. In response to adverse political,
            economic or market events, the portfolio may adopt a temporary
            defensive position in which it places more than 20% of the
            portfolio's assets in high quality money market investments that
            are subject to federal income tax. To the extent that the portfolio
            might do so, it may not meet its goal of a high level of current
            tax-free income.


8 | Tax-Exempt Portfolio
<PAGE>

THE PORTFOLIO'S PERFORMANCE HISTORY

While a portfolio'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 portfolio has varied from year
to year, which may give some idea of risk. The table shows how the portfolio's
returns over different periods average out. The "total return" of a portfolio
is the change in the value of an investment in the portfolio over a given
period. Average annual returns are calculated by averaging the year-by-year
returns of the portfolio over a given period. All figures include the effects
of the portfolio'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 portfolio over a seven-day period. This amount is then
annualized, which means that we assume the portfolio generates the same income
every week for a year. To learn the current yield, investors may call (800)
621-1048.

DWS Tax-Exempt Money Fund shares commenced operations on March 19, 2007. In the
bar chart and the table below, the performance figures before its inception
date, are based on the historical performance of the portfolio's DWS Tax-Exempt
Cash Institutional Shares, adjusted to reflect the higher total annual
operating expenses of DWS Tax-Exempt Money Fund shares. Although DWS Tax-Exempt
Cash Institutional Shares are not offered in this prospectus, they are invested
in the same portfolio and the annual total returns differ to the extent that
the classes have different fees and expenses.

Tax-Exempt Portfolio

ANNUAL TOTAL RETURN (%) AS OF 12/31 EACH YEAR - DWS Tax-Exempt Money Fund

[BAR GRAPHIC OMITTED HERE]

[BAR GRAPHIC DATA]

<TABLE>
<S>       <C>       <C>       <C>       <C>       <C>       <C>       <C>     <C>
 4.00      2.64      1.20      0.85      1.00      2.20      3.22     3.49    2.17
2000      2001      2002      2003      2004      2005      2006      2007    2008
</TABLE>





<TABLE>
<CAPTION>
2009 TOTAL RETURN AS OF JUNE 30: 0.30%
<S>                                        <C>
FOR THE PERIODS INCLUDED IN THE BAR CHART:
BEST QUARTER: 1.04%, Q4 2000               WORST QUARTER: 0.17%, Q3 2003
</TABLE>


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



<TABLE>
<CAPTION>
      1 YEAR          5 YEARS      SINCE INCEPTION*
<S>                  <C>          <C>
       2.17            2.41             2.32
</TABLE>


 *   Commencement of operations for the portfolio's DWS Tax-Exempt Cash
     Institutional Shares was on November 17, 1999.

 For more recent performance information, contact the financial services firm
 from which you obtained this prospectus.


                                                       Tax-Exempt Portfolio  | 9
<PAGE>

HOW MUCH INVESTORS PAY

The table below describes the fees and expenses that you may pay if you buy and
hold portfolio 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                                      0.06%
 Distribution/Service (12b-1) Fee                    None
 Other Expenses 1                                    0.18
 TOTAL ANNUAL OPERATING EXPENSES 2                   0.24
</TABLE>


1    "Other Expenses" include an administrative services fee paid to the Advisor
     in the amount of 0.10% of average daily net assets.

2    Through March 18, 2010, the Advisor has contractually agreed to waive all
     or a portion of its management fee and reimburse or pay operating expenses
     of the portfolio to the extent necessary to maintain the portfolio's DWS
     Tax-Exempt Money Fund total annual operating expenses at 0.40% of average
     daily net assets, excluding certain expenses such as extraordinary
     expenses, taxes, brokerage and interest.

Based on the costs above, this example helps you compare the expenses of the
share class 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>
 $25               $77          $135         $306
</TABLE>



10 | Tax-Exempt Portfolio
<PAGE>

OTHER POLICIES

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

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

           If you want more information on the portfolio'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 portfolio will
           achieve its objective.

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


                                                            Other Policies  | 11
<PAGE>

WHO MANAGES AND OVERSEES THE PORTFOLIO


           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 portfolio. Under the
           oversight of the Board, the Advisor makes investment decisions, buys
           and sells securities for the portfolio and conducts research that
           leads to these purchase and sale decisions. The Advisor provides a
           full range of global investment advisory services to institutional
           and retail clients.

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

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

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

           MANAGEMENT FEE. The Advisor receives a management fee from the
           portfolio. Below is the actual rate paid by the portfolio for the
           most recent fiscal year, as a percentage of the portfolio's average
           daily net assets.


<TABLE>
<CAPTION>
FUND NAME                             FEE PAID
<S>                                  <C>
  Tax-Exempt Portfolio                  0.06%
</TABLE>


           The management fee for the portfolio is computed based on the
           combined average daily net assets of Government & Agency Securities
           Portfolio, Money Market Portfolio and Tax-Exempt Portfolio, each a
           series of Cash Account Trust, and allocated to the portfolio based
           upon the portfolio's net assets.


12 | Who Manages and Oversees the Portfolio
<PAGE>

           A discussion regarding the basis for the Board's approval of the
           portfolio's investment management agreement is contained in the most
           recent shareholder report for the semiannual period ended October 31
           (see "Shareholder reports" on the back cover).

           Under a separate administrative services agreement between the
           portfolio and the Advisor, the portfolio pays the Advisor a fee for
           providing most of the portfolio's administrative services.


           Portfolio management

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


                                    Who Manages and Oversees the Portfolio  | 13
<PAGE>

FINANCIAL HIGHLIGHTS

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


Tax-Exempt Portfolio - DWS Tax-Exempt Money Fund


<TABLE>
<CAPTION>
YEARS ENDED APRIL 30,                                   2009            2008           2007a
<S>                                                  <C>           <C>              <C>
SELECTED PER SHARE DATA
---------------------------------------------------------------------------------------------
NET ASSET VALUE, BEGINNING OF PERIOD                  $  1.00         $  1.00         $  1.00
-------------------------------------------------     -------         -------         -------
  Net investment income                                   .016            .031            .004
_________________________________________________     ________        ________        ________
  Less distributions from net investment income        ( .016)         ( .031)        (  .004)
-------------------------------------------------     --------        --------        --------
NET ASSET VALUE, END OF PERIOD                        $  1.00         $  1.00         $  1.00
-------------------------------------------------     --------        --------        --------
Total Return (%)                                         1.57          3.17b              .41**
-------------------------------------------------     --------        --------        --------
RATIOS TO AVERAGE NET ASSETS AND SUPPLEMENTAL DATA
---------------------------------------------------------------       --------        --------
Net assets, end of period ($ millions)                    503             586             627
_________________________________________________     ________        ________        ________
Ratio of expenses before expense reductions (%)           .24             .24             .24*
_________________________________________________     ________        ________        ________
Ratio of expenses after expense reductions (%)            .24             .23             .24*
_________________________________________________     ________        ________        ________
Ratio of net investment income (%)                       1.55            3.09            3.49*
-------------------------------------------------     --------        --------        --------
</TABLE>


a    For the period from March 19, 2007 (commencement of operations) to April
     30, 2007.

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

*    Annualized

**   Not annualized

14 | Financial Highlights
<PAGE>

HOW TO INVEST IN THE PORTFOLIO

THE FOLLOWING PAGES TELL YOU HOW TO INVEST IN THE PORTFOLIO AND WHAT TO EXPECT
AS A SHAREHOLDER. The following pages also tell you about many of the services,
choices and benefits of being a shareholder. You'll also find information on
how to check the status of your account using the method that's most convenient
for you.

If you're investing directly with DWS Investments, all of this information
applies to you. If you're investing through a "third party provider" - for
example, a workplace retirement plan, financial supermarket or financial
advisor - your provider may have its own policies or instructions and you
should follow those.

Different terms also apply to investors who elect the DWS MoneyPLUS AccountSM
feature. Check your informational brochure or your account services guide.

You can find out more about the topics covered here by speaking with your
FINANCIAL ADVISOR OR A REPRESENTATIVE OF YOUR WORKPLACE RETIREMENT PLAN OR
OTHER INVESTMENT PROVIDER.

<PAGE>

How to BUY Shares



<TABLE>
<CAPTION>
 FIRST INVESTMENT                              ADDITIONAL INVESTMENTS
<S>                                            <C>
 $1,000 or more for most accounts              $50 or more for most accounts and IRA
 $500 or more for IRAs                         accounts
 $10,000 or more for a DWS MoneyPLUS           $50 or more with an Automatic
 Account(SM), if elected                       Investment Plan
 $500 or more with an Automatic
 Investment Plan ($1,500 a month for a
 DWS MoneyPLUS AccountSM, if
 elected)

 THROUGH A FINANCIAL ADVISOR
 -  Contact your advisor using the             -  Contact your advisor using the
    method that's most convenient for you         method that's most convenient for you

 BY MAIL OR EXPRESS MAIL (SEE BELOW)
                                               Send a DWS Investments investment
 -  Fill out and sign an application           slip or short note that includes:
 -  Send it to us at the appropriate           -  fund and class name
    address, along with an investment check    -  account number
                                               -  check payable to "DWS Investments"

 BY WIRE
 -  Call (800) 621-1048 for instructions       -  Call (800) 621-1048 for instructions

 BY PHONE
 Not available                                 -  Call (800) 621-1048 for instructions

 WITH AN AUTOMATIC INVESTMENT PLAN
 -  Fill in the information on your            -  Call (800) 621-1048 for instructions
    application and include a voided check

 USING QuickBuy
 Not available                                 -  Call (800) 621-1048 to make sure
                                                  QuickBuy is set up on your account; if
                                                  it is, you can request a transfer from
                                                  your bank account of any amount
                                                  between $50 and $250,000

 ON THE INTERNET
 -  Go to www.dws-investments.com              -  Go to www.dws-investments.com and
                                                  register
 -  Print out a prospectus and a new
    account application                       -  Follow the instructions for buying
                                                 shares with money from your bank
 -  Complete and return the application          account
     with your check
</TABLE>


--------------------------------------------------------------------------------
REGULAR MAIL:

First Investment: DWS Investments, PO Box 219356, Kansas City, MO 64121-9356
Additional Investments: DWS Investments, PO Box 219154, Kansas City, MO
64121-9154
EXPRESS, REGISTERED OR CERTIFIED MAIL:
DWS Investments, 210 W. 10th Street, Kansas City, MO 64105-1614

16 | How to Buy Shares
<PAGE>

How to EXCHANGE or SELL Shares



<TABLE>
<CAPTION>
 EXCHANGING INTO ANOTHER FUND                  SELLING SHARES
<S>                                            <C>
 $1,000 or more to open a new account          Some transactions, including most for
 $500 or more for IRAs                         over $100,000, can only be ordered in
 $50 or more for exchanges between             writing with a signature guarantee;
 existing accounts                             please see "Signature Guarantee"

 THROUGH A FINANCIAL ADVISOR
 -  Contact your advisor by the method         -  Contact your advisor by the method
    that's most convenient for you                that's most convenient for you

 BY CHECK
 Not available                                 -  Write a check on your account for at
                                                  least $500
 BY PHONE OR WIRE
 -  Call (800) 621-1048 for instructions       -  Call (800) 621-1048 for instructions

 BY MAIL OR EXPRESS MAIL
 (see previous page for address)
 Write a letter that includes:                 Write a letter that includes:
 -  the fund, class and account number         -  the fund, class and account number
    you're exchanging out of                      from which you want to sell shares
 -  the dollar amount or number of shares      -  the dollar amount or number of shares
    you want to exchange                          you want to sell
 -  the name and class of the fund you         -  your name(s), signature(s) and
    want to exchange into                         address, as they appear on your account
 -  your name(s), signature(s) and
    address, as they appear on your              -  a daytime telephone number
    account
 -  a daytime telephone number

 WITH AN AUTOMATIC EXCHANGE PLAN               WITH AN AUTOMATIC WITHDRAWAL PLAN
 -  To set up regular exchanges from a         -  To set up regular withdrawals from a
    fund account, call (800) 621-1048             fund account, call (800) 621-1048
                                                  (minimum $50)

 USING QuickSell
 Not available                                 -  Call (800) 621-1048 to make sure
                                                  QuickSell is set up on your account; if
                                                  it is, you can request a transfer to your
                                                  bank account of any amount between
                                                  $50 and $250,000
 ON THE INTERNET
 -  Register at www.dws-                       -  Register at www.dws-
    investments.com                               investments.com
 -  Follow the instructions for making         -  Follow the instructions for making
    on-line exchanges                             on-line redemptions
</TABLE>


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

<TABLE>
<S>               <C>
TO REACH US:      WEB SITE: www.dws-investments.com
                  TELEPHONE REPRESENTATIVE: (800) 621-1048, M-F, 9 a.m. - 6 p.m. ET
                  TDD LINE: (800) 972-3006, M-F, 9 a.m. - 6 p.m. ET
</TABLE>



                                            How to Exchange or Sell Shares  | 17
<PAGE>

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 portfolio. Please note
           that a financial advisor may charge fees separate from those charged
           by the portfolio and may be compensated by the portfolio.

           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)
           621-1048.


           Financial intermediary support payments

           The Advisor, DWS Investments Distributors, Inc. (the "Distributor")
           and/or their affiliates may pay additional compensation, out of
           their own assets and not as an additional charge to the portfolio,
           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 portfolio 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 portfolio, any
           record keeping/sub-transfer agency/networking fees payable by the
           portfolio (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


18 | Policies You Should Know About
<PAGE>

           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 portfolio with "shelf space" or
           access to a third party platform or portfolio offering list or other
           marketing programs, including, without limitation, inclusion of the
           portfolio 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
           portfolio attributable to the financial advisor, the particular
           portfolio or portfolio 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 portfolio serviced and maintained by the financial
           advisor, .05% to .25% of sales of the portfolio 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 portfolio or of any particular share class of the portfolio.
           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


                                            Policies You Should Know About  | 19
<PAGE>

           influenced your financial advisor's recommendation of the portfolio.
           Additional information regarding these revenue sharing payments is
           included in the portfolio's Statement of Additional Information,
           which is available to you on request at no charge (see the back
           cover of this prospectus for more information on how to request a
           copy of the Statement of Additional Information).

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

           It is likely that broker-dealers that execute portfolio transactions
           for the portfolio 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 portfolio. 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.


20 | Policies You Should Know About
<PAGE>

           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 portfolio, then we may reject your application and order.

           The portfolio 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 portfolio, after a reasonable effort to do so,
           you will receive written notification.

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

           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.

           SUB-MINIMUM BALANCES. The portfolio may charge you $3 a month if
           your balance falls below $1,000 for the last 30 days (this policy
           doesn't apply to most retirement accounts or if you have an
           automatic investment plan).

           TRANSACTION PROCESSING. 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 3:00
           p.m. Eastern time, it will normally receive the dividend for that
           day.


                                            Policies You Should Know About  | 21
<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 portfolio or its agents have
           incurred.

           Please contact your financial advisor for wire instructions and
           purchase orders.

           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
           portfolio receives the payment (typically the next business day).
           For redemptions processed via Fund/
           SERV, you generally will receive dividends accrued up to, but not
           including, the business day that payment for your shares is made.

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

           In order to receive proceeds by wire, contact Shareholder Services
           before 3:00 p.m. Eastern time. After you inform Shareholder Services
           of the amount of your redemption, you will receive a trade
           confirmation number. If the portfolio receives a sell request before
           3:00 p.m. Eastern time and the request calls for proceeds to be sent
           out by wire, the proceeds will normally be wired on the same day.
           However, the shares sold will not earn that day's dividend.

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


22 | Policies You Should Know About
<PAGE>

           THE AUTOMATED INFORMATION LINE IS AVAILABLE 24 HOURS A DAY BY
           CALLING (800) 621-1048. You can use our automated phone services to
           get information on DWS funds generally and on accounts held directly
           at DWS Investments. You can also use this service to make exchanges
           and to purchase and sell shares.

           QUICKBUY AND QUICKSELL allow you to set up an electronic link
           between a DWS 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 and
           there is a $50 minimum and a $250,000 maximum. To set up QuickBuy or
           QuickSell on a new account, see the account application; to add it
           to an existing account, call (800) 621-1048.

           TELEPHONE AND ELECTRONIC TRANSACTIONS. Generally, you are
           automatically entitled to telephone check redemption and exchange
           privileges, but you may elect not to have them when you open your
           account or by contacting Shareholder Services at (800) 621-1048 at a
           later date.

           Since many transactions may be initiated by telephone or
           electronically, it's important to understand that as long as we take
           reasonable steps to ensure that an order to purchase or redeem
           shares is genuine, such as recording calls or requesting personal
           security information, we are not responsible for any losses that may
           occur as a result. For transactions conducted over the Internet, we
           recommend the use of a secure Internet browser. In addition, you
           should verify the accuracy of your confirmation statements
           immediately after you receive them.

           IF YOU ARE INVESTING IN THE PORTFOLIO AND HAVE ELECTED THE DWS
           MONEYPLUS ACCOUNTSM FEATURE, you have access to a number of
           different features and your policies and fees are different in some
           cases. For example, there is no minimum dollar amount on checks you
           write, and you can access your account using a VISA (Reg. TM) Check
           Card (a debit card). For more information on the DWS MoneyPLUS
           Account, its cash management features and its policies and fees,
           call (800) 621-1048.

           CHECKWRITING enables you to sell shares of the portfolio 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. Please note that you should not write checks for more than
           $5,000,000. Note as well that we can't honor any


                                            Policies You Should Know About  | 23
<PAGE>

           check larger than your balance at the time the check is presented to
           us. A $10 service charge will be assessed for checks that are
           written for less than $500. You'll also be charged a $10 service fee
           when you write a check that's larger than your available balance at
           the time the check is presented to us, and we will not be able to
           honor the check. 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.


           THE PORTFOLIO 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
           portfolio 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 portfolio sending you
           the first portfolio account statement on which an improper charge
           appears.

           THE PORTFOLIO DOES NOT ISSUE SHARE CERTIFICATES.

           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 portfolio can only send wires of $1,000 or more and
           accept wires of $50 or more.

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


24 | Policies You Should Know About
<PAGE>

           SIGNATURE GUARANTEE. When you want to sell more than $100,000 worth
           of shares or send proceeds to a third party or to a new address,
           you'll usually need to place your order in writing and include a
           signature guarantee. However, if you want money transferred
           electronically 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. We require
           stamps from members of a medallion signature guarantee program. A
           notary cannot be accepted in lieu of a signature guarantee.

           SELLING SHARES OF TRUST ACCOUNTS AND BUSINESS OR ORGANIZATION
           ACCOUNTS may require additional documentation. Please call (800)
           621-1048 or contact your financial advisor for more information.

           MONEY FROM SHARES YOU SELL is normally sent out within one business
           day of when your order is processed (not when it is received),
           although it could be delayed for up to seven days. There are
           circumstances when it could be longer, including, but not limited
           to, when you are selling shares you bought recently by check or ACH
           (the funds will be placed under a 10 calendar day hold to ensure
           good funds) or when unusual circumstances prompt the SEC to allow
           further delays. Certain expedited redemption processes (e.g.,
           redemption proceeds by wire) may also be delayed or unavailable when
           you are selling shares recently purchased or in the event of the
           closing of the Federal Reserve wire payment system. The portfolio
           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
           portfolio or the fair determination of the value of the portfolio's
           net assets not reasonably practicable; or 4) the SEC, by order,
           permits the suspension of the right of


                                            Policies You Should Know About  | 25
<PAGE>

           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 portfolio, please see
           "Other rights we reserve."

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

           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 portfolio and, accordingly, the Board of the
           portfolio has not approved any policies and procedures designed to
           limit this activity. However, the portfolio reserves the right to
           and may reject or cancel a purchase or exchange order into the
           portfolio 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 DWS fund.


           How the portfolio calculates share price

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


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


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

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

           THE PORTFOLIO IS OPEN FOR BUSINESS each day the New York Stock
           Exchange (the "Exchange") is open. Normally, the portfolio
           calculates its share price once every business day as of the close
           of regular trading on the Exchange (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


26 | Policies You Should Know About
<PAGE>

           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) 3:00 p.m. Eastern time or (b) the early
           closing time of the Exchange. The portfolio seeks to maintain a
           stable $1.00 share price.

           The portfolio 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
           portfolio'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 portfolio will only
           accept purchase orders by wire 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 portfolio 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 portfolio will be open for
           business on a particular day. Information concerning the intention
           of the portfolio 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:

                                            Policies You Should Know About  | 27
<PAGE>

           -  withdraw or suspend the offering of shares at any time

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

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

           -  refuse, cancel, limit or rescind any purchase or exchange order,
              without prior notice; freeze any account (meaning you will not be
              able to purchase portfolio 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 portfolio's best
              interests or when the portfolio 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 portfolio 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 portfolio
              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; generally, the
              portfolio 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 portfolio's net assets, whichever is less

           -  change, add or withdraw various services, fees and account
              policies (for example, we may adjust the portfolio's investment
              minimums at any time). All orders to purchase shares of the
              portfolio are subject to acceptance and are not binding until
              confirmed or accepted in writing


28 | Policies You Should Know About
<PAGE>

UNDERSTANDING DISTRIBUTIONS AND TAXES

           The portfolio intends to distribute to its shareholders virtually
           all of its net earnings. The portfolio 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
           portfolio's earnings are separate from any gains or losses stemming
           from your own purchase and sale of shares.) The portfolio may not
           always pay a dividend or distribution for a given period.

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

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

           YOU CAN CHOOSE HOW TO RECEIVE YOUR DIVIDENDS AND DISTRIBUTIONS. You
           may have them all automatically reinvested in portfolio shares (at
           NAV), all deposited directly to your bank account or all sent to you
           by check, have one type reinvested and the other sent to you by
           check or have them invested in a different portfolio. 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 portfolio seeks to maintain a stable share price, you
           are unlikely to have capital gains or losses when you sell portfolio
           shares.

           For federal income tax purposes, distributions of net investment
           income (other than "tax-exempt dividends" for the portfolio) are
           taxable as ordinary income. The portfolio does not expect to make
           distributions that are eligible for taxation as long-term capital
           gains or as qualified dividend income.



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.



                                     Understanding Distributions and Taxes  | 29
<PAGE>

           For most shareholders, dividends from the portfolio are generally
           exempt from federal income tax. However, there are a few exceptions:


           -  A portion of the portfolio's dividends may be taxable if it came
              from investments in taxable securities, tax-exempt market
              discount bonds, or as the result of short or long-term capital
              gains.

           -  Because the portfolio can invest up to 20% of its net assets in
              securities whose income is subject to the federal alternative
              minimum tax (AMT), you may owe taxes on a portion of your
              dividends if you are among those investors who must pay AMT. In
              addition, if you receive social security or railroad retirement
              benefits, you should consult your tax advisor to determine what
              effect, if any, an investment in the portfolio may have on the
              federal taxation of your benefits.

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

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

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


30 | Understanding Distributions and Taxes
<PAGE>

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


           Using the annual portfolio operating expense ratios presented in the
           fee tables in the portfolio 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
           portfolio held for the next 10 years and the impact of such fees and
           expenses on portfolio returns for each year and cumulatively,
           assuming a 5% return for each year. The historical rate of return
           for the portfolio may be higher or lower than 5% and, for money
           market funds, is typically less than 5%. The tables also assume that
           all dividends and distributions are reinvested and that, where
           applicable, Class B shares convert to Class A shares after six
           years. The annual portfolio expense ratios shown are net of any
           contractual fee waivers or expense reimbursements, if any, for the
           period of the contractual commitment. The tables reflect the maximum
           initial sales charge, if any, but do not reflect any contingent
           deferred sales charge or redemption fees, if any, which may be
           payable upon redemption. If contingent deferred sales charges or
           redemption fees were shown, the "Hypothetical Year-End Balance After
           Fees and Expenses" amounts shown would be lower and the "Annual Fees
           and Expenses" amounts shown would be higher. 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 portfolio 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 portfolio's prospectus to consider the
           investment objectives, risks, expenses and charges of the portfolio
           prior to investing.


                                                                  Appendix  | 31
<PAGE>

               Tax-Exempt Portfolio - DWS Tax-Exempt Money Fund



<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%        0.24%              4.76%       $ 10,476.00         $  24.57
   2           10.25%        0.24%              9.75%       $ 10,974.66         $  25.74
   3           15.76%        0.24%             14.97%       $ 11,497.05         $  26.97
   4           21.55%        0.24%             20.44%       $ 12,044.31         $  28.25
   5           27.63%        0.24%             26.18%       $ 12,617.62         $  29.59
   6           34.01%        0.24%             32.18%       $ 13,218.22         $  31.00
   7           40.71%        0.24%             38.47%       $ 13,847.41         $  32.48
   8           47.75%        0.24%             45.07%       $ 14,506.54         $  34.02
   9           55.13%        0.24%             51.97%       $ 15,197.05         $  35.64
  10           62.89%        0.24%             59.20%       $ 15,920.43         $  37.34
  TOTAL                                                                         $ 305.60
</TABLE>



32 | Appendix
<PAGE>

TO GET MORE INFORMATION

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

STATEMENT OF ADDITIONAL INFORMATION (SAI) - This tells you more about the
portfolio'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 portfolio, call (800) 621-1048, or contact DWS Investments at the address
listed below. SAIs and shareholder reports are also available through the DWS
Investments Web site at www.dws-investments.com. These documents and other
information about the portfolio 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 portfolio,
including the portfolio'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>
DWS INVESTMENTS      SEC                     DISTRIBUTOR
-----------------    --------------------    ------------------------------
<S>                  <C>                     <C>
PO Box 219151        100 F Street, N.E.      DWS Investments Distributors,
Kansas City, MO      Washington, D.C.        Inc.
64121-9151           20549-0102              222 South Riverside Plaza
WWW.DWS-             WWW.SEC.GOV             Chicago, IL 60606-5808
INVESTMENTS.COM      (800) SEC-0330          (800) 621-1148
(800) 621-1048
</TABLE>



<TABLE>
<S>                     <C>                       <C>
SEC FILE NUMBER:
Cash Account Trust        Tax-Exempt Portfolio    811-05970
</TABLE>





(08/01/09) DTEMF-1
[RECYCLE GRAPHIC APPEARS HERE]
                                                          [DWS INVESTMENTS LOGO]
                                                             Deutsche Bank Group
<PAGE>

                                 AUGUST 1, 2009







                                   PROSPECTUS
                              ------------------
                        DWS TAX-FREE MONEY FUND CLASS S

                              TAX-EXEMPT PORTFOLIO

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.


                                     RESHAPING INVESTING. [DWS INVESTMENTS LOGO]
                                                             Deutsche Bank Group

<PAGE>

CONTENTS




<TABLE>
<S>      <C>
HOW THE PORTFOLIO WORKS
  4      The Portfolio's Main
         Investment Strategy
  6      The Main Risks of Investing in
         the Portfolio
  9      The Portfolio's Performance
         History
 10      How Much Investors Pay
 11      Other Policies
 12      Who Manages and Oversees
         the Portfolio
 14      Financial Highlights


</TABLE>
<TABLE>
<S>      <C>
HOW TO INVEST IN THE PORTFOLIO
 16      How to Buy Class S Shares
 18      Policies You Should Know
         About
 30      Understanding Distributions
         and Taxes
 32      Appendix
</TABLE>

<PAGE>

HOW THE PORTFOLIO WORKS

On the next few pages, you'll find information about the portfolio's investment
objective, the main strategies it uses to pursue that objective and the main
risks that could affect performance.

Whether you are considering investing in the portfolio or are already a
shareholder, you'll want to LOOK THIS INFORMATION OVER CAREFULLY. You may want
to keep it on hand for reference as well.

CLASS S shares are generally only available to new investors through fee-based
programs of investment dealers that have special agreements with the fund's
distributor, through certain group retirement plans and through certain
registered investment advisors. These dealers and advisors typically charge
ongoing fees for services they provide.

Remember that mutual funds are investments, not bank deposits. They're not
insured or guaranteed by the FDIC or any other government agency. Their share
prices will go up and down, and you could lose money by investing in them.

The portfolio is a money fund and seeks to maintain a stable $1.00 share price
to preserve the value of your investment.

You can find DWS prospectuses on the Internet at WWW.DWS-INVESTMENTS.COM (the
Web site does not form a part of this prospectus).
<PAGE>


<TABLE>
<S>                         <C>
                            DWS Tax-Free Money
                            Fund Class S
  ticker symbol             DTCXX
    fund number             2056

    TAX-EXEMPT PORTFOLIO


</TABLE>

            THE PORTFOLIO'S MAIN INVESTMENT STRATEGY

            The portfolio seeks to provide maximum current income that is
            exempt from federal income taxes to the extent consistent with
            stability of capital.

            The portfolio pursues its objective by investing in high quality,
            short-term municipal obligations.

            The portfolio normally invests at least 80% of its net assets in
            municipal securities, the income from which is free from regular
            federal income tax and alternative minimum tax (AMT). This policy
            is fundamental and may not be changed without shareholder approval.


            This portfolio is designed for investors in a moderate to high tax
            bracket who are interested in federal tax-free income along with
            the liquidity and stability that a money fund is designed to offer.


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

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

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

            -  Portfolio securities are denominated in US dollars and have
               remaining maturities of 397 days (about 13 months) or less at
               the time of purchase. The portfolio 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.


4 | Tax-Exempt Portfolio
<PAGE>

            -  The portfolio buys short-term municipal 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;

               - 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 two
                 highest long-term rating categories by a NRSRO, or are deemed
                 by the Advisor to be of comparable quality.


            Principal investments

            The portfolio primarily invests in the following types of
            investments:

            -  Municipal trust receipts ("MTRs"). MTRs are sometimes called
               municipal asset-backed securities, synthetic short-term
               derivatives, floating rate trust certificates, or municipal
               securities trust receipts. MTRs are typically structured by a
               bank, broker-dealer or other financial institution by depositing
               municipal securities into a trust or partnership coupled with a
               conditional right to sell, or put, the holder's interest in the
               underlying securities at par plus accrued interest to a
               financial institution. MTRs may be issued as fixed or variable
               rate instruments. These trusts are organized so that the
               purchaser of the MTR is considered to be investing in the
               underlying municipal securities. This structure is intended to
               allow the tax-exempt status of interest generated by the
               underlying asset to pass through to the purchaser. The portfolio
               may invest up to 50% of its net assets in MTRs. An additional
               10% of the portfolio's net assets may be invested in MTRs on a
               temporary basis at the Advisor's discretion to manage inflows
               into the portfolio.

            -  General obligation notes and bonds, which an issuer backs with
               its full faith and credit. That means the government entity will
               repay the bond out of its general tax revenues.

                                                       Tax-Exempt Portfolio  | 5
<PAGE>

            -  Revenue notes and bonds, which are payable from specific revenue
            sources. These are often tied to the public works projects the
            bonds are financing, but are not generally backed by the issuer's
            taxing power.

            -  Tax-exempt commercial paper, which is tax-exempt debt of
               borrowers that typically matures in 270 days or less.

            -  Short-term municipal notes, such as tax anticipation notes, that
               are issued in anticipation of the receipt of tax revenues.

            -  Municipal obligations backed by letters of credit (a document
               issued by a bank guaranteeing the issuer's payments for a stated
               amount), general bank guarantees or municipal bond insurance.

            -  Floating rate bonds, whose interest rates vary with changes in
               specified market rates or indices. The portfolio may invest in
               high quality floating rate bonds with maturities of one year or
               more if it has the right to sell them back at their face value
               within 397 days of purchase.

            -  Tax-exempt private activity bonds, which are revenue bonds that
               finance non-governmental activities, such as private industry
               construction and which meet certain tax law requirements.

            Working in consultation with portfolio management, a credit team
            screens potential securities and develops a list of those that the
            portfolio may buy. Portfolio management, looking for attractive
            yield and weighing considerations such as credit quality, economic
            outlooks and possible interest rate movements, then decides which
            securities on this list to buy. Portfolio management may adjust the
            portfolio'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 PORTFOLIO

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

            MONEY MARKET FUND RISK. An investment in the portfolio is not
            insured or guaranteed by the FDIC or any other government agency.
            Although the portfolio seeks to preserve the value of your
            investment at $1.00 per share, this share


6 | Tax-Exempt Portfolio
<PAGE>

            price isn't guaranteed and you could lose money by investing in the
            portfolio. The share price of money market funds can fall below the
            $1.00 share price. You should not rely on or expect the Advisor to
            enter into support agreements or take other actions to maintain the
            portfolio's $1.00 share price. The credit quality of the
            portfolio's holdings can change rapidly in certain markets, and the
            default of a single holding could have an adverse impact on the
            portfolio's share price. The portfolio's share price can also be
            negatively affected during periods of high redemption pressures
            and/or illiquid markets. The actions of a few large investors in
            the portfolio may have a significant adverse effect on the share
            price of the portfolio.

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

            CREDIT RISK. A money market instrument's credit quality depends on
            the issuer's ability to pay interest on the security and repay the
            debt; the lower the credit rating, the greater the risk that the
            security's issuer will default, or fail to meet its payment
            obligations. The credit risk of a security may also depend on the
            credit quality of any bank or financial institution that provides
            credit enhancement for it. To reduce credit risk, the portfolio
            only buys high quality securities. Also, the portfolio only buys
            securities with remaining maturities of 397 days (about 13 months)
            or less. This reduces the risk that the issuer's creditworthiness
            will change before such obligations are due, or that the issuer
            will default on the principal and interest payments of the
            obligation.

            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. In addition, the municipal securities market is
            narrower, less liquid and has fewer investors than the taxable
            market.


                                                       Tax-Exempt Portfolio  | 7
<PAGE>

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

            MUNICIPAL TRUST RECEIPTS RISK. The portfolio's investment in MTRs
            is subject to similar risks as other investments in debt
            obligations, including interest rate risk, credit risk and security
            selection risk. Additionally, investments in MTRs raise certain tax
            issues that may not be presented by direct investments in municipal
            bonds. There is some risk that certain issues could be resolved in
            a manner that could adversely impact the performance of the
            portfolio.

            SPECIAL TAX RISKS. Political or legal actions could change the
            tax-exempt status of the portfolio's dividends. Also, to the extent
            that the portfolio invests in taxable securities, a portion of its
            income would be subject to regular federal income taxation.

            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 portfolio may have to
            reinvest the proceeds at lower interest rates. Thus, prepayment may
            reduce the portfolio'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.

            TEMPORARY DEFENSIVE POSITION. In response to adverse political,
            economic or market events, the portfolio may adopt a temporary
            defensive position in which it places more than 20% of the
            portfolio's assets in high quality money market investments that
            are subject to federal income tax. To the extent that the portfolio
            might do so, it may not meet its goal of a high level of current
            tax-free income.


8 | Tax-Exempt Portfolio
<PAGE>

THE PORTFOLIO'S PERFORMANCE HISTORY

While a portfolio'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 portfolio has varied from year
to year, which may give some idea of risk. The table shows how the portfolio's
returns over different periods average out. The "total return" of a portfolio
is the change in the value of an investment in the portfolio over a given
period. Average annual returns are calculated by averaging the year-by-year
returns of the portfolio over a given period. All figures include the effects
of the portfolio'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 portfolio over a seven-day period. This amount is then
annualized, which means that we assume the portfolio generates the same income
every week for a year. To learn the current yield, investors may call (800)
728-3337.

DWS Tax-Free Money Fund Class S shares commenced operations on March 19, 2007.
In the bar chart and the table below, the performance figures before its
inception, are based on the historical performance of the portfolio's DWS
Tax-Exempt Cash Institutional Shares, adjusted to reflect the higher total
annual operating expenses of DWS Tax-Free Money Fund Class S shares. Although
the portfolio's DWS Tax-Exempt Cash Institutional Shares are not offered in
this prospectus, they are invested in the same portfolio and the annual total
returns differ to the extent that the classes have different fees and expenses.


Tax-Exempt Portfolio

ANNUAL TOTAL RETURN (%) AS OF 12/31 EACH YEAR - DWS Tax-Free Money Fund Class S

[BAR GRAPHIC OMITTED HERE]

[BAR GRAPHIC DATA]

<TABLE>
<S>       <C>       <C>       <C>       <C>       <C>       <C>       <C>     <C>
 3.97      2.61      1.17      0.82      0.97      2.16      3.19     3.45    2.15
2000      2001      2002      2003      2004      2005      2006      2007    2008
</TABLE>





<TABLE>
<CAPTION>
2009 TOTAL RETURN AS OF JUNE 30: 0.29%
<S>                                        <C>
FOR THE PERIODS INCLUDED IN THE BAR CHART:
BEST QUARTER: 1.03%, Q4 2000               WORST QUARTER: 0.17%, Q3 2003
</TABLE>


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



<TABLE>
<CAPTION>
      1 YEAR          5 YEARS      SINCE INCEPTION
<S>                  <C>          <C>
            2.15         2.38            2.29
</TABLE>


 *   Commencement of operations for the portfolio's DWS Tax-Exempt Cash
     Institutional Shares commencement of operations was on November 17, 1999.

 For more recent performance information, contact the financial services firm
 from which you obtained this prospectus.


                                                       Tax-Exempt Portfolio  | 9
<PAGE>

HOW MUCH INVESTORS PAY

The table below describes the fees and expenses that you may pay if you buy and
hold portfolio 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                                      0.06%
 Distribution/Service (12b-1) Fee                   None
 Other Expenses 1                                    0.20
 TOTAL ANNUAL OPERATING EXPENSES 2                   0.26
</TABLE>


1  "Other Expenses" include an administrative services fee paid to the Advisor
   in the amount of 0.10% of average daily net assets.

2  Through March 18, 2010, the Advisor has contractually agreed to waive all
   or a portion of its management fee and reimburse or pay operating expenses
   of the portfolio to the extent necessary to maintain the portfolio's DWS
   Tax-Free Money Fund Class S total annual operating expenses at 0.70% of
   average daily net assets, excluding certain expenses such as extraordinary
   expenses, taxes, brokerage and interest.

Based on the costs above, this example helps you compare the expenses of the
share class 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>
 $27              $84          $146         $331
</TABLE>



10 | Tax-Exempt Portfolio
<PAGE>

OTHER POLICIES

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

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

           If you want more information on the portfolio'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 portfolio will
           achieve its objective.

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


                                                            Other Policies  | 11
<PAGE>

WHO MANAGES AND OVERSEES THE PORTFOLIO


           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 portfolio. Under the
           oversight of the Board, the Advisor makes investment decisions, buys
           and sells securities for the portfolio and conducts research that
           leads to these purchase and sale decisions. The Advisor provides a
           full range of global investment advisory services to institutional
           and retail clients.

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

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

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

           MANAGEMENT FEE. The Advisor receives a management fee from the
           portfolio. Below is the actual rate paid by the portfolio for the
           most recent fiscal year, as a percentage of the portfolio's average
           daily net assets.


<TABLE>
<CAPTION>
FUND NAME                             FEE PAID
<S>                                  <C>
  Tax-Exempt Portfolio                  0.06%
</TABLE>


           The management fee for the portfolio is computed based on the
           combined average daily net assets of Government & Agency Securities
           Portfolio, Money Market Portfolio and Tax-Exempt Portfolio, each a
           series of Cash Account Trust, and allocated to the portfolio based
           upon the portfolio's net assets.


12 | Who Manages and Oversees the Portfolio
<PAGE>

           A discussion regarding the basis for the Board's approval of the
           portfolio's investment management agreement is contained in the most
           recent shareholder report for the semiannual period ended October 31
           (see "Shareholder reports" on the back cover).

           Under a separate administrative services agreement between the
           portfolio and the Advisor, the portfolio pays the Advisor a fee for
           providing most of the portfolio's administrative services.


           Portfolio management

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


                                    Who Manages and Oversees the Portfolio  | 13
<PAGE>

FINANCIAL HIGHLIGHTS

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


Tax-Exempt Portfolio - DWS Tax-Free Money Fund Class S


<TABLE>
<CAPTION>
YEARS ENDED APRIL 30,                                   2009           2008           2007a
<S>                                                  <C>           <C>             <C>
SELECTED PER SHARE DATA
--------------------------------------------------------------------------------------------------
NET ASSET VALUE, BEGINNING OF PERIOD                  $  1.00        $  1.00         $  1.00
-------------------------------------------------     -------        -------         -------
  Net investment income                                   .015           .031            .004
_________________________________________________     ________       ________        ________
  Less distributions from net investment income        ( .015)        ( .031)        (  .004)
-------------------------------------------------     --------       --------        --------
NET ASSET VALUE, END OF PERIOD                        $  1.00        $  1.00         $  1.00
-------------------------------------------------     --------       --------        --------
Total Return (%)                                         1.54         3.15b              .40**
-------------------------------------------------     --------       --------        --------
RATIOS TO AVERAGE NET ASSETS AND SUPPLEMENTAL DATA
---------------------------------------------------------------      --------        --------
Net assets, end of period ($ millions)                    164            167             172
_________________________________________________     ________       ________        ________
Ratio of expenses before expense reductions (%)           .26            .27             .29*
_________________________________________________     ________       ________        ________
Ratio of expenses after expense reductions (%)            .26            .26             .29*
_________________________________________________     ________       ________        ________
Ratio of net investment income (%)                       1.53           3.06            3.42*
-------------------------------------------------     --------       --------        --------
</TABLE>


a   For the period from March 19, 2007 (commencement of operations) to April
    30, 2007.

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

*   Annualized

**   Not annualized

14 | Financial Highlights
<PAGE>

HOW TO INVEST IN THE PORTFOLIO

THE FOLLOWING PAGES TELL YOU HOW TO INVEST IN THE PORTFOLIO AND WHAT TO EXPECT
AS A SHAREHOLDER. The following pages also tell you about many of the services,
choices and benefits of being a shareholder. You'll also find information on
how to check the status of your account using the method that's most convenient
for you.

If you're investing directly with DWS Investments, all of this information
applies to you. If you're investing through a "third party provider" - for
example, a workplace retirement plan, financial supermarket or financial
advisor - your provider may have its own policies or instructions and you
should follow those.

Please remember, CLASS S shares are generally only available to new investors
through fee-based programs of investment dealers that have special agreements
with the fund's distributor, through certain group retirement plans and through
certain registered investment advisors. These dealers and advisors typically
charge ongoing fees for services they provide.

You can find out more about the topics covered here by speaking with your
FINANCIAL ADVISOR OR A REPRESENTATIVE OF YOUR WORKPLACE RETIREMENT PLAN OR
OTHER INVESTMENT PROVIDER.

<PAGE>

How to BUY Class S Shares



<TABLE>
<CAPTION>
 FIRST INVESTMENT                              ADDITIONAL INVESTMENTS
<S>                                            <C>
 $2,500 for most accounts $1,000 for           $50 or more for most accounts and IRAs
 IRAs and UTMAs/UGMAs                          $50 or more for an account with an
 $1,000 for an account with an Automatic       Automatic Investment Plan
 Investment Plan

 BY MAIL OR EXPRESS MAIL (SEE BELOW)
                                               Send a DWS Investments investment
 -  Complete an application and mail it to     slip or a written request that includes:
    the appropriate address along with a
    personal check or cashier's check          -  fund and class name
    made payable to "DWS Investments"          -  account number
                                               -  check made payable to "DWS Investments"

 BY WIRE
 -  Call (800) 728-3337 for instructions       -  Call (800) 728-3337 for instructions

 BY PHONE
 Not available                                 -  Call (800) 728-3337 for instructions

 WITH AN AUTOMATIC INVESTMENT PLAN
 -  Fill in the information on your            -  To initiate regular investments from a
    application including a check for the         bank checking account, call
    initial investment and a voided check         (800) 728-3337 (minimum $50)

 USING QuickBuy
 Not available                                 -  Call (800) 728-3337 to make sure
                                                  QuickBuy is set up on your account; if
                                                  it is, you can request a transfer from
                                                  your bank account of any amount
                                                  between $50 and $250,000

 ON THE INTERNET
 -  Register at                                -  Call (800) 728-3337 to ensure you have
    www.dws-investments.com or log in if          electronic services
    already registered                         -  Register at www.dws-
 -  Print out a prospectus and a new              investments.com
    account application                           or log in if already registered
 -  Complete and return the application        -  Follow the instructions for buying
    with your check                               shares with money from your bank account
</TABLE>


--------------------------------------------------------------------------------
REGULAR MAIL:

First Investment: DWS Investments, PO Box 219356, Kansas City, MO 64121-9356
Additional Investments: DWS Investments, PO Box 219154, Kansas City, MO
64121-9154
EXPRESS, REGISTERED OR CERTIFIED MAIL:
DWS Investments, 210 West 10th Street, Kansas City, MO 64105-1614


16 | How to Buy Class S Shares
<PAGE>

EXCHANGING OR SELLING SHARES: Use these instructions to exchange or sell shares
in an account opened directly with DWS Investments.


<TABLE>
<CAPTION>
 EXCHANGING INTO ANOTHER FUND                  SELLING SHARES
<S>                                            <C>
 $2,500 or more to open a new account          Some transactions, including most for
 $1,000 or more for IRAs                       over $100,000, can only be ordered in
 $50 or more for exchanges between             writing with a signature guarantee;
 existing accounts                             please see "Signature Guarantee"

 BY CHECK
 Not available                                 -  Write a check on your account for at
                                                  least $100

 BY PHONE OR WIRE
 -  Call (800) 728-3337 for instructions       -  Call (800) 728-3337 for instructions

 USING THE AUTOMATED INFORMATION LINE
 -  Call (800) 728-3337 for instructions       -  Call (800) 728-3337 for instructions

 BY MAIL OR EXPRESS MAIL
 (see previous page for address)
 Your instructions should include:             Your instructions should include:
 -  the fund, class and account number         -  the fund, class and account number
    you're exchanging out of                      from which you want to sell shares
 -  the dollar amount or number of shares      -  the dollar amount or number of shares
    you want to exchange                          you want to sell
 -  the name and class of the fund you         -  your name(s), signature(s) and
    want to exchange into                         address, as they appear on your account
 -  your name(s), signature(s) and
    address, as they appear on your            -  a daytime telephone number
    account
 -  a daytime telephone number

 WITH AN AUTOMATIC EXCHANGE PLAN               WITH AN AUTOMATIC WITHDRAWAL PLAN
 -  To set up regular exchanges from a         -  To set up regular withdrawals from a
    fund account, call (800) 728-3337             fund account, call (800) 728-3337

 USING QuickSell
 Not available                                 -  Call (800) 728-3337 to make sure
                                                  QuickSell is set up on your account; if
                                                  it is, you can request a transfer to your
                                                  bank account of any amount between
                                                  $50 and $250,000
 ON THE INTERNET
 -  Register at www.dws-                       -  Register at www.dws-
    investments.com                               investments.com
 -  Follow the instructions for making         -  Follow the instructions for making
    on-line exchanges                             on-line redemptions
</TABLE>


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

<TABLE>
<S>               <C>
TO REACH US:      WEB SITE: www.dws-investments.com
                  TELEPHONE REPRESENTATIVE: (800) 728-3337, M-F, 9 a.m. - 6 p.m. ET
                  TDD LINE: (800) 972-3006, M-F, 9 a.m. - 6 p.m. ET
</TABLE>



                                                 How to Buy Class S Shares  | 17
<PAGE>

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 portfolio. Please note
           that a financial advisor may charge fees separate from those charged
           by the portfolio and may be compensated by the portfolio.

           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)
           728-3337.


           Financial intermediary support payments

           The Advisor, DWS Investments Distributors, Inc. (the "Distributor")
           and/or their affiliates may pay additional compensation, out of
           their own assets and not as an additional charge to the portfolio,
           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 portfolio 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 portfolio, any
           record keeping/sub-transfer agency/networking fees payable by the
           portfolio (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


18 | Policies You Should Know About
<PAGE>

           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 portfolio with "shelf space" or
           access to a third party platform or portfolio offering list or other
           marketing programs, including, without limitation, inclusion of the
           portfolio 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
           portfolio attributable to the financial advisor, the particular
           portfolio or portfolio 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 portfolio serviced and maintained by the financial
           advisor, .05% to .25% of sales of the portfolio 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 portfolio or of any particular share class of the portfolio.
           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


                                            Policies You Should Know About  | 19
<PAGE>

           influenced your financial advisor's recommendation of the portfolio.
           Additional information regarding these revenue sharing payments is
           included in the portfolio's Statement of Additional Information,
           which is available to you on request at no charge (see the back
           cover of this prospectus for more information on how to request a
           copy of the Statement of Additional Information).

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

           It is likely that broker-dealers that execute portfolio transactions
           for the portfolio 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 portfolio. 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.


20 | Policies You Should Know About
<PAGE>

           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 portfolio, then we may reject your application and order.

           The portfolio 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 portfolio, after a reasonable effort to do so,
           you will receive written notification.

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

           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. 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 3:00
           p.m. Eastern time, it will normally receive the dividend for that
           day.

           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 portfolio or its agents have
           incurred.


                                            Policies You Should Know About  | 21
<PAGE>

           Please contact your financial advisor for wire instructions and
           purchase orders.

           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
           portfolio receives the payment (typically the next business day).
           For redemptions processed via Fund/
           SERV, you generally will receive dividends accrued up to, but not
           including, the business day that payment for your shares is made.

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

           In order to receive proceeds by wire, contact the transfer agent
           before 3:00 p.m. Eastern time. After you inform the transfer agent
           of the amount of your redemption, you will receive a trade
           confirmation number. If the portfolio receives a sell request before
           3:00 p.m. Eastern time and the request calls for proceeds to be sent
           out by wire, the proceeds will normally be wired on the same day.
           However, the shares sold will not earn that day's dividend.

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

           INITIAL PURCHASE MINIMUMS. The minimum initial investment is $2,500.
           The minimum initial investment is $1,000 per account for fiduciary
           accounts such as IRAs and custodial accounts such as Uniform Gifts
           to Minors Act and Uniform Transfers to Minors Act accounts. In
           addition, the minimum initial investment is $1,000 if an automatic
           investment plan of $50 per month is


22 | Policies You Should Know About
<PAGE>

           established. On behalf of participants in certain fee-based and wrap
           programs offered through certain financial intermediaries approved
           by the Advisor, and group retirement plans, there is no minimum
           initial investment.

           SUB-MINIMUM BALANCES. An account maintenance fee of $6.25 per
           quarter (for a $25 annual fee) will be assessed on accounts whose
           balances fail to meet the minimum initial investment requirement for
           a period of 90 days prior to the assessment date. The quarterly
           assessment will occur on or about the 15th of the last month in each
           calendar quarter. Please note that the fee will be assessed on
           accounts that fall below the minimum for any reason, including due
           to market value fluctuations, redemptions or exchanges. The account
           maintenance fee does not apply to: (i) accounts with an automatic
           investment plan; (ii) accounts held in an omnibus account through a
           financial services firm; (iii) accounts maintained on behalf of
           participants in certain fee based and wrap programs offered through
           certain financial intermediaries approved by the Advisor; (iv)
           participant level accounts in group retirement plans held on the
           records of a retirement plan record keeper and (v) accounts held by
           shareholders who maintain $100,000 or more in aggregate assets in
           DWS fund shares.

           The portfolio may close your account and send you the proceeds if
           your balance falls below $2,500 ($1,000 with an Automatic Investment
           Plan funded with $50 or more per month in subsequent investments);
           $250 for retirement accounts; we will give you 60 days' notice (90
           days for retirement accounts) so you can either increase your
           balance or close your account (these policies don't apply to
           investors with $100,000 or more in DWS fund shares, investors in
           certain fee-based and wrap programs offered through certain
           financial intermediaries approved by the Advisor, or group
           retirement plans and certain other accounts having lower minimum
           share balance requirements).

           SUBSEQUENT INVESTMENTS. The minimum subsequent investment is $50.
           However, there is no minimum investment requirement for subsequent
           investments on behalf of participants in certain fee-based and wrap
           programs offered through certain financial intermediaries approved
           by the Advisor.


                                            Policies You Should Know About  | 23
<PAGE>

           THE AUTOMATED INFORMATION LINE IS AVAILABLE 24 HOURS A DAY BY
           CALLING (800) 728-3337. You can use our automated phone services to
           get information on DWS funds generally and on accounts held directly
           at DWS Investments. You can also use this service to make exchanges
           and to purchase and sell shares.

           QUICKBUY AND QUICKSELL allow you to set up an electronic link
           between a DWS 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 and
           there is a $50 minimum and a $250,000 maximum. To set up QuickBuy or
           QuickSell on a new account, see the account application; to add it
           to an existing account, call (800) 728-3337.

           TELEPHONE AND ELECTRONIC TRANSACTIONS. Generally, you are
           automatically entitled to telephone check redemption and exchange
           privileges, but you may elect not to have them when you open your
           account or by contacting the transfer agent at (800) 728-3337 at a
           later date.

           Since many transactions may be initiated by telephone or
           electronically, it's important to understand that as long as we take
           reasonable steps to ensure that an order to purchase or redeem
           shares is genuine, such as recording calls or requesting personal
           security information, we are not responsible for any losses that may
           occur as a result. For transactions conducted over the Internet, we
           recommend the use of a secure Internet browser. In addition, you
           should verify the accuracy of your confirmation statements
           immediately after you receive them.

           CHECKWRITING enables you to sell shares of the portfolio 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. Please note that you should not write checks for more than
           $5,000,000. 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.


24 | Policies You Should Know About
<PAGE>

           THE PORTFOLIO 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
           portfolio 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 portfolio sending you
           the first portfolio account statement on which an improper charge
           appears.

           THE PORTFOLIO DOES NOT ISSUE SHARE CERTIFICATES.

           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 portfolio can only send wires of $1,000 or more and
           accept wires of $50 or more.

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

           SIGNATURE GUARANTEE. When you want to sell more than $100,000 worth
           of shares or send proceeds to a third party or to a new address,
           you'll usually need to place your order in writing and include a
           signature guarantee. However, if you want money transferred
           electronically 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.


                                            Policies You Should Know About  | 25
<PAGE>

           A signature guarantee is simply a certification of your signature -
           a valuable safeguard against fraud. You can get a signature
           guarantee from an eligible guarantor institution, including
           commercial banks, savings and loans, trust companies, credit unions,
           member firms of a national stock exchange or any member or
           participant of an approved signature guarantor program. We require
           stamps from members of a medallion signature guarantee program. A
           notary cannot be accepted in lieu of a signature guarantee.

           SELLING SHARES OF TRUST ACCOUNTS AND BUSINESS OR ORGANIZATION
           ACCOUNTS may require additional documentation. Please call (800)
           728-3337 or contact your financial advisor for more information.

           MONEY FROM SHARES YOU SELL is normally sent out within one business
           day of when your order is processed (not when it is received),
           although it could be delayed for up to seven days. There are
           circumstances when it could be longer, including, but not limited
           to, when you are selling shares you bought recently by check or ACH
           (the funds will be placed under a 10 calendar day hold to ensure
           good funds) or when unusual circumstances prompt the SEC to allow
           further delays. Certain expedited redemption processes (e.g.,
           redemption proceeds by wire) may also be delayed or unavailable when
           you are selling shares recently purchased or in the event of the
           closing of the Federal Reserve wire payment system. The portfolio
           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
           portfolio or the fair determination of the value of the portfolio'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 portfolio, please see "Other rights we
           reserve."

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


26 | 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 portfolio and, accordingly, the Board of the
           portfolio has not approved any policies and procedures designed to
           limit this activity. However, the portfolio reserves the right to
           and may reject or cancel a purchase or exchange order into the
           portfolio 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 DWS fund.


           How the portfolio calculates share price

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


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


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

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

           THE PORTFOLIO IS OPEN FOR BUSINESS each day the New York Stock
           Exchange (the "Exchange") is open. Normally, the portfolio
           calculates its share price once every business day as of the close
           of regular trading on the Exchange (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) 3:00 p.m.
           Eastern time or (b) the early closing time of the Exchange. The
           portfolio seeks to maintain a stable $1.00 share price.


                                            Policies You Should Know About  | 27
<PAGE>

           The portfolio 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
           portfolio'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 portfolio will only
           accept purchase orders by wire 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 portfolio 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 portfolio will be open for
           business on a particular day. Information concerning the intention
           of the portfolio 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

28 | Policies You Should Know About
<PAGE>

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

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

           -  refuse, cancel, limit or rescind any purchase or exchange order,
              without prior notice; freeze any account (meaning you will not be
              able to purchase portfolio 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 portfolio's best
              interests or when the portfolio 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 portfolio 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 portfolio
              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; generally, the
              portfolio 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 portfolio's net assets, whichever is less

           -  change, add or withdraw various services, fees and account
              policies (for example, we may adjust the portfolio's investment
              minimums at any time). All orders to purchase shares of the
              portfolio are subject to acceptance and are not binding until
              confirmed or accepted in writing


                                            Policies You Should Know About  | 29
<PAGE>

UNDERSTANDING DISTRIBUTIONS AND TAXES

           The portfolio intends to distribute to its shareholders virtually
           all of its net earnings. The portfolio 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
           portfolio's earnings are separate from any gains or losses stemming
           from your own purchase and sale of shares.) The portfolio may not
           always pay a dividend or distribution for a given period.

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

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

           YOU CAN CHOOSE HOW TO RECEIVE YOUR DIVIDENDS AND DISTRIBUTIONS. You
           may have them all automatically reinvested in portfolio shares (at
           NAV), all deposited directly to your bank account or all sent to you
           by check, have one type reinvested and the other sent to you by
           check or have them invested in a different fund. 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 portfolio seeks to maintain a stable share price, you
           are unlikely to have capital gains or losses when you sell portfolio
           shares.

           For federal income tax purposes, distributions of net investment
           income (other than "tax-exempt dividends" for the portfolio) are
           taxable as ordinary income. The portfolio does not expect to make
           distributions that are eligible for taxation as long-term capital
           gains or as qualified dividend income.





THE FOLLOWING SIDEBAR TEXT APPEARS NEXT TO THE PRECEDING PARAGRAPHS

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



30 | Understanding Distributions and Taxes
<PAGE>

           For most shareholders, dividends from the portfolio are generally
           exempt from federal income tax. However, there are a few exceptions:


           -  A portion of the portfolio's dividends may be taxable if it came
              from investments in taxable securities, tax-exempt market
              discount bonds, or as the result of short or long-term capital
              gains.

           -  Because the portfolio can invest up to 20% of its net assets in
              securities whose income is subject to the federal alternative
              minimum tax (AMT), you may owe taxes on a portion of your
              dividends if you are among those investors who must pay AMT. In
              addition, if you receive social security or railroad retirement
              benefits, you should consult your tax advisor to determine what
              effect, if any, an investment in the portfolio may have on the
              federal taxation of your benefits.

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

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

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


                                     Understanding Distributions and Taxes  | 31
<PAGE>

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


           Using the annual portfolio operating expense ratios presented in the
           fee tables in the portfolio 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
           portfolio held for the next 10 years and the impact of such fees and
           expenses on portfolio returns for each year and cumulatively,
           assuming a 5% return for each year. The historical rate of return
           for the portfolio may be higher or lower than 5% and, for money
           market funds, is typically less than 5%. The tables also assume that
           all dividends and distributions are reinvested and that, where
           applicable, Class B shares convert to Class A shares after six
           years. The annual portfolio expense ratios shown are net of any
           contractual fee waivers or expense reimbursements, if any, for the
           period of the contractual commitment. The tables reflect the maximum
           initial sales charge, if any, but do not reflect any contingent
           deferred sales charge or redemption fees, if any, which may be
           payable upon redemption. If contingent deferred sales charges or
           redemption fees were shown, the "Hypothetical Year-End Balance After
           Fees and Expenses" amounts shown would be lower and the "Annual Fees
           and Expenses" amounts shown would be higher. 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 portfolio 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 portfolio's prospectus to consider the
           investment objectives, risks, expenses and charges of the portfolio
           prior to investing.


32 | Appendix
<PAGE>

            Tax-Exempt Portfolio - DWS Tax-Free Money Fund Class S



<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%        0.26%              4.74%       $ 10,474.00         $  26.62
   2           10.25%        0.26%              9.70%       $ 10,970.47         $  27.88
   3           15.76%        0.26%             14.90%       $ 11,490.47         $  29.20
   4           21.55%        0.26%             20.35%       $ 12,035.12         $  30.58
   5           27.63%        0.26%             26.06%       $ 12,605.58         $  32.03
   6           34.01%        0.26%             32.03%       $ 13,203.08         $  33.55
   7           40.71%        0.26%             38.29%       $ 13,828.91         $  35.14
   8           47.75%        0.26%             44.84%       $ 14,484.40         $  36.81
   9           55.13%        0.26%             51.71%       $ 15,170.96         $  38.55
  10           62.89%        0.26%             58.90%       $ 15,890.07         $  40.38
  TOTAL                                                                         $ 330.74
</TABLE>



                                                                  Appendix  | 33
<PAGE>

TO GET MORE INFORMATION

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

STATEMENT OF ADDITIONAL INFORMATION (SAI) - This tells you more about the
portfolio'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 portfolio, call (800) 728-3337, or contact DWS Investments at the address
listed below. SAIs and shareholder reports are also available through the DWS
Investments Web site at www.dws-investments.com. These documents and other
information about the portfolio 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 portfolio,
including the portfolio'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>
DWS INVESTMENTS      SEC                     DISTRIBUTOR
-----------------    --------------------    ------------------------------
<S>                  <C>                     <C>
PO Box 219151        100 F Street, N.E.      DWS Investments Distributors,
Kansas City, MO      Washington, D.C.        Inc.
64121-9151           20549-0102              222 South Riverside Plaza
WWW.DWS-             WWW.SEC.GOV             Chicago, IL 60606-5808
INVESTMENTS.COM      (800) SEC-0330          (800) 621-1148
(800) 728-3337
</TABLE>



<TABLE>
<S>                     <C>                       <C>
SEC FILE NUMBER:
Cash Account Trust        Tax-Exempt Portfolio    811-05970
</TABLE>





(08/01/09) DTFMF-1
[RECYCLE GRAPHIC APPEARS HERE]
                                                          [DWS INVESTMENTS LOGO]
                                                             Deutsche Bank Group
<PAGE>

                                 AUGUST 1, 2009







                                   PROSPECTUS
                              ------------------
                         GOVERNMENT CASH MANAGED SHARES

                    GOVERNMENT & AGENCY SECURITIES PORTFOLIO

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.


                                     RESHAPING INVESTING. [DWS INVESTMENTS LOGO]
                                                             Deutsche Bank Group

<PAGE>

CONTENTS




<TABLE>
<S>      <C>
  3      The Portfolio's Main
         Investment Strategy
  4      The Main Risks of Investing in
         the Portfolio
  7      The Portfolio's Performance
         History
  8      How Much Investors Pay
  9      Other Policies
 10      Who Manages and Oversees
         the Portfolio


</TABLE>
<TABLE>
<S>      <C>
 12      Financial Highlights

HOW TO INVEST IN THE PORTFOLIO
 14      How to Buy Shares
 15      How to Sell Shares
 16      Policies You Should Know
         About
 26      Understanding Distributions
         and Taxes
 29      Appendix
</TABLE>

<PAGE>


<TABLE>
<S>                                             <C>
                                                  Government Cash
                                                  Managed Shares
  ticker symbol                                   DCMXX
    fund number                                   254

    GOVERNMENT & AGENCY SECURITIES PORTFOLIO


</TABLE>

            THE PORTFOLIO'S MAIN INVESTMENT STRATEGY

            The portfolio seeks to provide maximum current income
            consistent with stability of capital.

            The portfolio pursues its objective by investing in US Treasury
            bills, notes, bonds and other obligations issued or guaranteed by
            the US government, its agencies or instrumentalities and repurchase
            agreements backed by these securities. The portfolio may invest up
            to 10% of its total assets in other money market mutual funds in
            accordance with applicable regulations. The Board will provide
            shareholders with at least 60 days' notice prior to making any
            changes to the portfolio's policy of investing exclusively in these
            securities.

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

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

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


                                   Government & Agency Securities Portfolio  | 3
<PAGE>

            Principal investments

            The portfolio primarily invests in the following types of
            investments:

            -  US Treasury bills, notes, bonds and other obligations issued by
               the US government, its agencies and instrumentalities. For
               certain securities the US government guarantees the timely
               payment of interest and principal, but it does not guarantee the
               market value of these obligations.

            -  Repurchase agreements for which the portfolio buys securities at
               one price with a simultaneous agreement to sell back the
               securities at a future date at an agreed-upon price.

            The portfolio may invest in floating and variable rate instruments
            (obligations that do not bear interest at fixed rates).

            Working in consultation with portfolio management, a credit team
            screens potential securities and develops a list of those that the
            portfolio may buy. Portfolio management, looking for attractive
            yield and weighing considerations such as credit quality, economic
            outlooks and possible interest rate movements, then decides which
            securities on this list to buy. Portfolio management may adjust the
            portfolio'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 PORTFOLIO

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

            MONEY MARKET FUND RISK. An investment in the portfolio is not
            insured or guaranteed by the FDIC or any other government agency.
            Although the portfolio 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 portfolio. The share
            price of money market funds can fall below the $1.00 share price.
            You should not rely on or expect the Advisor to enter into support
            agreements or take other actions to maintain the portfolio's $1.00
            share price. The credit quality of the portfolio's holdings can
            change rapidly in certain markets, and the default of a single
            holding could have an


4 | Government & Agency Securities Portfolio
<PAGE>

            adverse impact on the portfolio's share price. The portfolio's
            share price can also be negatively affected during periods of high
            redemption pressures and/or illiquid markets. The actions of a few
            large investors in the portfolio may have a significant adverse
            effect on the share price of the portfolio.

            INTEREST RATE RISK. Money market instruments, like all debt
            securities, face the risk that the securities will decline in value
            because of changes in interest rates. Generally, investments
            subject to interest rate risk will decrease in value when interest
            rates rise and increase in value when interest rates decline. To
            reduce such price fluctuations, the portfolio limits the
            dollar-weighted average maturity of the securities held by the
            portfolio 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. Because of the portfolio's high credit
            standards, its yield may be lower than the yields of money funds
            that do not limit their investments to US government and agency
            securities.

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

            REPURCHASE AGREEMENT RISK. A repurchase agreement exposes the
            portfolio to the risk that the party that sells the securities may
            default on its obligation to repurchase them. In this circumstance,
            the portfolio 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.

                                   Government & Agency Securities Portfolio  | 5
<PAGE>

            The portfolio seeks to reduce this risk by monitoring the
            creditworthiness of the sellers with whom it enters into repurchase
            agreements. The portfolio 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.

            CREDIT RISK. If a portfolio security declines in credit quality or
            goes into default, it could hurt the portfolio's performance.
            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.
            Other securities are backed by the full faith and credit of the US
            government.


6 | Government & Agency Securities Portfolio
<PAGE>

THE PORTFOLIO'S PERFORMANCE HISTORY

While a portfolio'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 portfolio has varied from year
to year, which may give some idea of risk. The table shows how the portfolio's
returns over different periods average out. The "total return" of a portfolio
is the change in the value of an investment in the portfolio over a given
period. Average annual returns are calculated by averaging the year-by-year
returns of the portfolio over a given period. All figures include the effects
of the portfolio'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 portfolio over a seven-day period. This amount is then
annualized, which means that we assume the portfolio generates the same income
every week for a year. To learn the current yield, investors may call (800)
730-1313.

Government & Agency Securities Portfolio

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

[BAR GRAPHIC OMITTED HERE]

[BAR GRAPHIC DATA]

<TABLE>
<S> <C>
     2.19
    2008
</TABLE>





<TABLE>
<CAPTION>
2009 TOTAL RETURN AS OF JUNE 30: 0.12%
<S>                                        <C>
For the periods included in the bar chart:
BEST QUARTER: 0.84%, Q1 2008               WORST QUARTER: 0.29%, Q4 2008
</TABLE>


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



<TABLE>
<CAPTION>
    1 YEAR        SINCE INCEPTION*
<S>              <C>
      2.19             3.43
</TABLE>


 *   Commencement of operations for the portfolio's Government Cash Managed
     Shares was on February 16, 2007.

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

 For more recent performance information, contact the financial services firm
 from which you obtained this prospectus.


                                   Government & Agency Securities Portfolio  | 7
<PAGE>

HOW MUCH INVESTORS PAY

The table below describes the fees and expenses that you may pay if you buy and
hold portfolio 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                             0.05%
 Distribution/Service (12b-1) Fee             0.15
 Other Expenses 2                             0.24
 TOTAL ANNUAL OPERATING EXPENSES 3            0.44
</TABLE>


1  The Advisor has agreed to reduce its management fee such that after
   allocation of the fee to each series of Cash Account Trust the amount
   payable by the Government & Agency Securities Portfolio is limited to
   0.050% of its average daily net assets.

2  "Other Expenses" include an administrative services fee paid to the Advisor
   in the amount of 0.10% of average daily net assets.

3  Through March 18, 2010, the Advisor has contractually agreed to waive all
   or a portion of its management fee and reimburse or pay operating expenses
   of the portfolio to the extent necessary to maintain Government Cash
   Managed Shares total annual operating expenses at 0.46% of average daily
   net assets, excluding certain expenses such as extraordinary expenses,
   taxes, brokerage and interest.

Based on the costs above, this example helps you compare the expenses of the
share class 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>
 $45              $141         $246         $555
</TABLE>



8 | Government & Agency Securities Portfolio
<PAGE>

OTHER POLICIES

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

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

           If you want more information on the portfolio'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 portfolio will
           achieve its objective.

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


                                                             Other Policies  | 9
<PAGE>

WHO MANAGES AND OVERSEES THE PORTFOLIO


           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 portfolio. Under the
           oversight of the Board, the Advisor makes investment decisions, buys
           and sells securities for the portfolio and conducts research that
           leads to these purchase and sale decisions. The Advisor provides a
           full range of global investment advisory services to institutional
           and retail clients.

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

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

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


10 | Who Manages and Oversees the Portfolio
<PAGE>

           MANAGEMENT FEE. The Advisor receives a management fee from the
           portfolio. Below is the actual rate paid by the portfolio for the
           most recent fiscal year, as a percentage of the portfolio's average
           daily net assets.


<TABLE>
<CAPTION>
FUND NAME                                                  FEE PAID
<S>                                                      <C>
           Government & Agency Securities Portfolio           0.05%*
</TABLE>


           *   Reflecting the effect of expense limitations and/or fee waivers
               then in effect.

           The management fee for the portfolio is computed based on the
           combined average daily net assets of Government & Agency Securities
           Portfolio, Money Market Portfolio and Tax-Exempt Portfolio, each a
           series of Cash Account Trust, and allocated to the portfolio based
           upon the portfolio's net assets.


           The Advisor has agreed to reduce its management fee such that after
           allocation of the fee to each series of Cash Account Trust, the
           amount payable by Cash Account Trust - Government & Agency
           Securities Portfolio will be limited to 0.050% of the average daily
           net assets of Cash Account Trust - Government & Agency Securities
           Portfolio.

           A discussion regarding the basis for the Board's approval of the
           portfolio's investment management agreement is contained in the most
           recent shareholder report for the semiannual period ended October 31
           (see "Shareholder reports" on the back cover).

           Under a separate administrative services agreement between the
           portfolio and the Advisor, the portfolio pays the Advisor a fee for
           providing most of the portfolio's administrative services.


           Portfolio management

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


                                    Who Manages and Oversees the Portfolio  | 11
<PAGE>

FINANCIAL HIGHLIGHTS

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


Government & Agency Securities Portfolio - Government Cash Managed Shares


<TABLE>
<CAPTION>
YEARS ENDED APRIL 30,                                     2009           2008          2007a
<S>                                                  <C>              <C>           <C>
SELECTED PER SHARE DATA
---------------------------------------------------------------------------------------------
NET ASSET VALUE, BEGINNING OF PERIOD                    $  1.00        $  1.00        $ 1.00
-------------------------------------------------       -------        -------        ------
  Net investment income                                     .013           .042          .010
_________________________________________________       ________       ________       _______
  Less distributions from net investment income          ( .013)        ( .042)       ( .010)
-------------------------------------------------       --------       --------       -------
NET ASSET VALUE, END OF PERIOD                          $  1.00        $  1.00        $ 1.00
-------------------------------------------------       --------       --------       -------
Total Return (%)b                                          1.27           4.27           .99**
-------------------------------------------------       --------       --------       -------

RATIOS TO AVERAGE NET ASSETS AND SUPPLEMENTAL DATA
------------------------------------------------------------------     --------       -------
Net assets, end of period ($ millions)                      477            379           137
_________________________________________________       ________       ________       _______
Ratio of expenses before expense reductions (%)             .44            .44           .47*
_________________________________________________       ________       ________       _______
Ratio of expenses after expense reductions (%)              .43            .42           .46*
_________________________________________________       ________       ________       _______
Ratio of net investment income (%)                       1.05c            4.03          4.89*
-------------------------------------------------       --------       --------       -------
</TABLE>


a    For the period from February 16, 2007 (commencement of operations) to April
     30, 2007.

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

c    Due to the timing of the subscriptions and redemptions, the amount shown
     does not correspond to the total return during the period.

*    Annualized

**   Not annualized

12 | Financial Highlights
<PAGE>

HOW TO INVEST IN THE PORTFOLIO
The following pages describe the main POLICIES associated with buying and
selling shares of the portfolio. There is also information on DIVIDENDS AND
TAXES and other matters that may affect you as the shareholder.

Because the portfolio is available only through a FINANCIAL ADVISOR, such as a
broker or financial institution, you should contact a representative of your
financial advisor for instructions on how to buy or sell portfolio shares.
<PAGE>

How to BUY Shares



<TABLE>
<CAPTION>
 FIRST INVESTMENT                               ADDITIONAL INVESTMENTS
<S>                                             <C>
 $100,000* or more for all accounts             -  $1,000 or more for most accounts
                                                -  $100 or more for IRAs
                                                -  $50 or more with an automatic
                                                investment plan

 BY REGULAR, EXPRESS, REGISTERED OR
 CERTIFIED MAIL
 -  Fill out and sign a purchase                -  Send a check and a letter with your
    application                                    name, account number, the full name
                                                   of the portfolio and class, and your
 -  Send it to us at the address below,            investment instructions to us at the
    along with an investment check made            address below
    out to the complete portfolio and class
    name
    Mail to the address below.

 WITH AN AUTOMATIC INVESTMENT PLAN
 -                                              -  To set up regular investments, call
                                                (800) 730-1313

 BY WIRE
 -  Call (800) 730-1313 to open an account      -  Please contact your financial advisor
    and get an account number                      for wire instructions on purchase
                                                   orders
 -  Please contact your financial advisor
    for wire instructions on purchase
    orders
 -  Complete a purchase application and
    send it to us at the address below

 E-MAIL ADDRESS                                  -
 ifunds@dws.com
</TABLE>


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

<TABLE>
<S>               <C>
TO REACH US:      PHONE NUMBER: (800) 730-1313
                  WEB SITE: www.moneyfunds.deam-us.db.com
                  MAIL: DWS Investments Service Company,
                  Institutional Money Funds-Client Services PO Box 219210
                  Kansas City, MO
                  64121-9210
</TABLE>


*    The minimum investment requirements may be waived or lowered for
     investments effected through banks and other institutions that have entered
     into special arrangements with DWS Investments Distributors, Inc. on behalf
     of the portfolio and for investments effected on a group basis by certain
     other entities and their employees, such as pursuant to a payroll deduction
     plan and for investments made in an Individual Retirement Account.
     Investment minimums may also be waived for certain other individuals such
     as trustees and officers of Cash Account Trust.


14 | How to Buy Shares
<PAGE>

How to SELL Shares



<TABLE>
<S>   <C>
 BY EXPEDITED REDEMPTION SERVICE
 If Expedited Redemption Service has been elected on the Purchase
 Application on file with the Transfer Agent, redemption of shares may be
 requested by:
 -  telephoning Client Services at (800) 730-1313

 BY MAIL OR EXPRESS MAIL
 Write a letter that includes:
 -  the portfolio, class, and account number from which you want to
    sell shares
 -  the dollar amount or number of shares you want to sell
 -  your name(s), signature(s), and address, as they appear on your
    account
 -  a daytime telephone number
 Mail to the address below.

 BY PHONE
 -  Call (800) 730-1313 for instructions

 WITH AN AUTOMATIC INVESTMENT PLAN
 -  To set up regular investments, call (800) 730-1313

 USING CHECKWRITING
 -  Call (800) 730-1313
</TABLE>


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

<TABLE>
<S>               <C>
TO REACH US:      PHONE NUMBER: (800) 730-1313
                  WEB SITE: www.moneyfunds.deam-us.db.com
                  MAIL: DWS Investments Service Company,
                  Institutional Money Funds-Client Services PO Box 219210
                  Kansas City, MO
                  64121-9210
</TABLE>



                                                        How to Sell Shares  | 15
<PAGE>

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 portfolio. Please note
           that a financial advisor may charge fees separate from those charged
           by the portfolio and may be compensated by the portfolio.

           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.


           Financial intermediary support payments

           The Advisor, DWS Investments Distributors, Inc. (the "Distributor")
           and/or their affiliates may pay additional compensation, out of
           their own assets and not as an additional charge to the portfolio,
           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 portfolio 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 portfolio, any
           record keeping/sub-transfer agency/networking fees payable by the
           portfolio (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


16 | Policies You Should Know About
<PAGE>

           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 portfolio with "shelf space" or
           access to a third party platform or portfolio offering list or other
           marketing programs, including, without limitation, inclusion of the
           portfolio 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
           portfolio attributable to the financial advisor, the particular
           portfolio or portfolio 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 portfolio serviced and maintained by the financial
           advisor, .05% to .25% of sales of the portfolio 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 portfolio or of any particular share class of the portfolio.
           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


                                            Policies You Should Know About  | 17
<PAGE>

           influenced your financial advisor's recommendation of the portfolio.
           Additional information regarding these revenue sharing payments is
           included in the portfolio's Statement of Additional Information,
           which is available to you on request at no charge (see the back
           cover of this prospectus for more information on how to request a
           copy of the Statement of Additional Information).

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

           It is likely that broker-dealers that execute portfolio transactions
           for the portfolio 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 portfolio. 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.


           Rule 12b-1 Plan

           The portfolio has adopted a plan under Rule 12b-1 that authorizes
           the payment of an annual shareholder services fee, payable monthly,
           of 0.15% of the portfolio's Government Cash Managed Shares average
           daily net assets. Because 12b-1 fees are paid out of the portfolio's
           assets, attributable to a particular share class, on an ongoing
           basis, they will, over time, increase the cost of an investment in
           that share class and may cost more than paying other types of sales
           charges.


18 | Policies You Should Know About
<PAGE>

           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 portfolio, then we may reject your application and order.

           The portfolio 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 portfolio, after a reasonable effort to do so,
           you will receive written notification.

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

           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.


                                            Policies You Should Know About  | 19
<PAGE>

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

           TRANSACTION PROCESSING. 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 4:00
           p.m. Eastern time, it will normally receive the dividend for that
           day.

           Shareholders known to the portfolio may notify Client Services in
           advance of their wire transfer purchase by calling Client Services
           prior to the 4:00 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 portfolio 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 portfolio 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 portfolio's Distributor may refuse to allow any
           investor to trade with the portfolio 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 portfolio or its agents have
           incurred.

           Please contact your financial advisor for wire instructions and
           purchase orders.


20 | Policies You Should Know About
<PAGE>

           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
           portfolio receives the payment (typically the next business day).
           For redemptions processed via Fund/
           SERV, you generally will receive dividends accrued up to, but not
           including, the business day that payment for your shares is made.

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

           In order to receive proceeds by wire, contact Client Services before
           4:00 p.m. Eastern time. After you inform Client Services of the
           amount of your redemption, you will receive a trade confirmation
           number. If the portfolio receives a sell request before 4:00 p.m.
           Eastern time and the request calls for proceeds to be sent out by
           wire, the proceeds will normally be wired on the same day. However,
           the shares sold will not earn that day's dividend.

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

           EXPEDITED REDEMPTIONS. Expedited Redemption Service allows you to
           have proceeds from your sales of portfolio shares wired directly to
           a bank account. To use this service, you'll need to designate the
           bank account in advance. Follow the instructions on your
           application.

           CHECKWRITING enables you to sell shares of the portfolio by writing
           a check. Your investment keeps earning dividends until your check
           clears. Please note that we will not accept checks for less than
           $1,000. Please note that you should not write checks for more than
           $5,000,000. Note as well that we can't honor any


                                            Policies You Should Know About  | 21
<PAGE>

           check larger than your balance at the time the check is presented to
           us. A $10 service charge will be assessed for checks that are
           written for less than $1,000. 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.

           THE PORTFOLIO 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
           portfolio 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 portfolio sending you
           the first portfolio account statement on which an improper charge
           appears.

           THE PORTFOLIO DOES NOT ISSUE SHARE CERTIFICATES.

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

           SIGNATURE GUARANTEE. When you want to sell more than $100,000 worth
           of shares or send proceeds to a third party or to a new address,
           you'll usually need to place your order in writing and include a
           signature guarantee. However, if you want money transferred
           electronically 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.


22 | Policies You Should Know About
<PAGE>

           A signature guarantee is simply a certification of your signature -
           a valuable safeguard against fraud. You can get a signature
           guarantee from an eligible guarantor institution, including
           commercial banks, savings and loans, trust companies, credit unions,
           member firms of a national stock exchange or any member or
           participant of an approved signature guarantor program. We require
           stamps from members of a medallion signature guarantee program. A
           notary cannot be accepted in lieu of a signature guarantee.

           MONEY FROM SHARES YOU SELL is sent out within one business day of
           the business day that your redemption order is effective except as
           discussed below. It could be longer when you are selling shares you
           bought recently by check or ACH (the funds will be placed under a 10
           calendar day hold to ensure good funds) or when unusual
           circumstances prompt the SEC to allow further delays. Certain
           expedited redemption processes (e.g., redemption proceeds by wire)
           may also be delayed or unavailable when you are selling shares
           recently purchased or in the event of the closing of the Federal
           Reserve wire payment system. The portfolio reserves the right to
           suspend or postpone redemptions as permitted pursuant to Section
           22(e) of the Investment Company Act of 1940. 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 portfolio or the fair
           determination of the value of the portfolio'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 portfolio, please see "Other rights we reserve."

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

           IF YOUR SHARES ARE REGISTERED DIRECTLY with the portfolio's transfer
           agent, you can sell them by sending a written request (with a
           signature guarantee) to:

           DWS Investments Service Company
           Attention: Transaction Processing
           P.O. Box 219557
           Kansas City, MO 64121


                                            Policies You Should Know About  | 23
<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 portfolio and, accordingly, the Board of the
           portfolio has not approved any policies and procedures designed to
           limit this activity. However, the portfolio reserves the right to
           and may reject or cancel a purchase or exchange order into the
           portfolio 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 DWS fund.


           How the portfolio calculates share price

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


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


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

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

           THE PORTFOLIO IS OPEN FOR BUSINESS each day the New York Stock
           Exchange (the "Exchange") is open. Normally, the portfolio
           calculates its share price once every business day as of the close
           of regular trading on the Exchange (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) 4:00 p.m.
           Eastern time or (b) the early closing time of the Exchange. The
           portfolio seeks to maintain a stable $1.00 share price.


24 | Policies You Should Know About
<PAGE>

           The portfolio 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
           portfolio'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 portfolio 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 portfolio
           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 portfolio will be open for
           business on a particular day. Information concerning the intention
           of the portfolio 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

                                            Policies You Should Know About  | 25
<PAGE>

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

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

           -  refuse, cancel, limit or rescind any purchase order, without
              prior notice; freeze any account (meaning you will not be able to
              purchase portfolio 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 portfolio's best
              interests or when the portfolio 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 portfolio 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 portfolio
              shares and you may incur a tax liability

           -  change, add or withdraw various services, fees and account
              policies (for example, we may adjust the portfolio's investment
              minimums at any time). All orders to purchase
              shares of the portfolio are subject to acceptance and are not
              binding until confirmed or accepted in writing


UNDERSTANDING DISTRIBUTIONS AND TAXES

           The portfolio intends to distribute to its shareholders virtually
           all of its net earnings. The portfolio 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
           portfolio's earnings are separate from any gains or losses stemming
           from your own purchase and sale of shares.) The portfolio may not
           always pay a dividend or distribution for a given period.





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.



26 | Understanding Distributions and Taxes
<PAGE>

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

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

           YOU CAN CHOOSE HOW TO RECEIVE YOUR DIVIDENDS AND DISTRIBUTIONS. You
           can have them all automatically reinvested in portfolio shares (at
           NAV), all deposited directly to your bank account or all sent to you
           by check, have one type reinvested and the other sent to you by
           check or have them invested in a different fund. 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 portfolio seeks to maintain a stable share price, you
           are unlikely to have capital gains or losses when you sell portfolio
           shares.

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

           For most shareholders, a portion of the dividends from the portfolio
           is generally exempt from state and local income taxes. However, a
           portion of the portfolio's dividends may be taxable as ordinary
           income if it came from investments in taxable securities, tax-exempt
           market discount bonds, or as the result of short or long-term
           capital gains.

           Your portfolio 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.


                                     Understanding Distributions and Taxes  | 27
<PAGE>

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

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


28 | Understanding Distributions and Taxes
<PAGE>

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


           Using the annual portfolio operating expense ratios presented in the
           fee tables in the portfolio 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
           portfolio held for the next 10 years and the impact of such fees and
           expenses on portfolio returns for each year and cumulatively,
           assuming a 5% return for each year. The historical rate of return
           for the portfolio may be higher or lower than 5% and, for money
           market funds, is typically less than 5%. The tables also assume that
           all dividends and distributions are reinvested and that, where
           applicable, Class B shares convert to Class A shares after six
           years. The annual portfolio expense ratios shown are net of any
           contractual fee waivers or expense reimbursements, if any, for the
           period of the contractual commitment. The tables reflect the maximum
           initial sales charge, if any, but do not reflect any contingent
           deferred sales charge or redemption fees, if any, which may be
           payable upon redemption. If contingent deferred sales charges or
           redemption fees were shown, the "Hypothetical Year-End Balance After
           Fees and Expenses" amounts shown would be lower and the "Annual Fees
           and Expenses" amounts shown would be higher. 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 portfolio 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 portfolio's prospectus to consider the
           investment objectives, risks, expenses and charges of the portfolio
           prior to investing.


                                                                  Appendix  | 29
<PAGE>

Government & Agency Securities Portfolio - Government Cash Managed 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%        0.44%              4.56%       $ 10,456.00         $  45.00
   2           10.25%        0.44%              9.33%       $ 10,932.79         $  47.06
   3           15.76%        0.44%             14.31%       $ 11,431.33         $  49.20
   4           21.55%        0.44%             19.53%       $ 11,952.60         $  51.44
   5           27.63%        0.44%             24.98%       $ 12,497.64         $  53.79
   6           34.01%        0.44%             30.68%       $ 13,067.53         $  56.24
   7           40.71%        0.44%             36.63%       $ 13,663.41         $  58.81
   8           47.75%        0.44%             42.86%       $ 14,286.46         $  61.49
   9           55.13%        0.44%             49.38%       $ 14,937.92         $  64.29
  10           62.89%        0.44%             56.19%       $ 15,619.09         $  67.23
  TOTAL                                                                         $ 554.55
</TABLE>



30 | Appendix
<PAGE>

TO GET MORE INFORMATION

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

STATEMENT OF ADDITIONAL INFORMATION (SAI) - This tells you more about the
portfolio'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 portfolio, call (800) 730-1313, or contact DWS Investments at the address
listed below. SAIs and shareholder reports are also available through the DWS
Investments Web site at www.moneyfunds.deam-us.db.com. These documents and
other information about the portfolio 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 portfolio,
including the portfolio'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>
DWS INVESTMENTS           SEC                     DISTRIBUTOR
----------------------    --------------------    ------------------------------
<S>                       <C>                     <C>
PO Box 219210             100 F Street, N.E.      DWS Investments Distributors,
Kansas City, MO           Washington, D.C.        Inc.
64121-9210                20549-0102              222 South Riverside Plaza
WWW.MONEYFUNDS.DEAM-      WWW.SEC.GOV             Chicago, IL 60606-5808
US.DB.COM                 (800) SEC-0330          (800) 621-1148
(800) 730-1313
</TABLE>



<TABLE>
<S>                     <C>                                           <C>
SEC FILE NUMBER:
Cash Account Trust      Government & Agency Securities Portfolio      811-05970
</TABLE>





(08/01/09) DGCF-MGD-1

[RECYCLE GRAPHIC APPEARS HERE]
                                                          [DWS INVESTMENTS LOGO]
                                                             Deutsche Bank Group
<PAGE>

PROSPECTUS

August 1, 2009


INSTITUTIONAL MONEY MARKET
SHARES

MONEY MARKET PORTFOLIO

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 Portfolio's Main
         Investment Strategy
  5      The Main Risks of Investing in
         the Portfolio
  8      The Portfolio's Performance
         History
  9      How Much Investors Pay
 10      Other Policies
 11      Who Manages and Oversees
         the Portfolio


</TABLE>
<TABLE>
<S>      <C>
 13      Financial Highlights

HOW TO INVEST IN THE PORTFOLIO
 15      Policies You Should Know
         About
 25      Understanding Distributions
         and Taxes
 28      Appendix
</TABLE>

<PAGE>


<TABLE>
<S>                           <C>
                                Institutional Money
                                Market Shares
  ticker symbol                 CXIXX
    fund number                 146

    MONEY MARKET PORTFOLIO


</TABLE>

            THE PORTFOLIO'S MAIN INVESTMENT STRATEGY

            The portfolio seeks maximum current income consistent with
            stability of capital.

            The portfolio pursues its objective by investing exclusively in
            high quality short-term securities, as well as certain repurchase
            agreements that are backed by high-quality securities.

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

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

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

            -  Portfolio securities are denominated in US dollars and have
               remaining maturities of 12 months or less at the time of
               purchase. The portfolio may also invest in securities that have
               the effect of reducing their maturities to 12 months or less at
               the time of purchase

            -  The portfolio 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;


                                                     Money Market Portfolio  | 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 portfolio may invest in high quality, short-term, US dollar
            denominated money market instruments paying a fixed, variable or
            floating interest rate. These include:

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

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

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

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

            The portfolio may buy securities from many types of issuers,
            including the US government, US and foreign banks, corporations and
            municipalities. The portfolio will normally invest at least 25% of
            its total assets in bank obligations.

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


4 | Money Market Portfolio
<PAGE>

            Working in consultation with portfolio management, a credit team
            screens potential securities and develops a list of those that the
            portfolio may buy. Portfolio management, looking for attractive
            yield and weighing considerations such as credit quality, economic
            outlooks and possible interest rate movements, then decides which
            securities on this list to buy. Portfolio management may adjust the
            portfolio'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 PORTFOLIO

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

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

            INTEREST RATE RISK. Money market instruments, like all debt
            securities, face the risk that the securities will decline in value
            because of changes in interest rates. Generally, investments
            subject to interest rate risk will decrease in value when interest
            rates rise and increase in value when interest rates decline. To
            reduce such price fluctuations, the portfolio limits the
            dollar-weighted average maturity of the securities held by the
            portfolio 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.


                                                     Money Market Portfolio  | 5
<PAGE>

            CREDIT RISK. A money market instrument's credit quality depends on
            the issuer's ability to pay interest on the security and repay the
            debt; the lower the credit rating, the greater the risk that the
            security's issuer will default, or fail to meet its payment
            obligations. The credit risk of a security may also depend on the
            credit quality of any bank or financial institution that provides
            credit enhancement for it. To reduce credit risk, the portfolio
            only buys high quality securities. Also, the portfolio only buys
            securities with remaining maturities of 12 months or less. This
            reduces the risk that the issuer's creditworthiness will change
            before such obligations are due, 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 portfolio invests in short-term
            securities, which by their nature are relatively stable
            investments, the risk remains that the securities in which the
            portfolio invests will not perform as expected. This could cause
            the portfolio's returns to lag behind those of similar money market
            mutual funds.

            REPURCHASE AGREEMENT RISK. A repurchase agreement exposes the
            portfolio to the risk that the party that sells the securities may
            default on its obligation to repurchase them. In this circumstance,
            the portfolio 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.

6 | Money Market Portfolio
<PAGE>

            The portfolio seeks to reduce this risk by monitoring the
            creditworthiness of the sellers with whom it enters into repurchase
            agreements. The portfolio 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.

            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 portfolio may have to
            reinvest the proceeds at lower interest rates. Thus, prepayment may
            reduce the portfolio'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 portfolio 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.


                                                     Money Market Portfolio  | 7
<PAGE>

THE PORTFOLIO'S PERFORMANCE HISTORY

While a portfolio'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 portfolio has varied from year
to year, which may give some idea of risk. The table shows how the portfolio's
returns over different periods average out. The "total return" of a portfolio
is the change in the value of an investment in the portfolio over a given
period. Average annual returns are calculated by averaging the year-by-year
returns of the portfolio over a given period. All figures include the effects
of the portfolio'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 portfolio over a seven-day period. This amount is then
annualized, which means that we assume the portfolio generates the same income
every week for a year. To learn the current yield, investors may call (800)
231-8568.

Money Market Portfolio

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

[BAR GRAPHIC OMITTED HERE]

[BAR GRAPHIC DATA]

<TABLE>
<S>       <C>       <C>       <C>       <C>       <C>       <C>       <C>     <C>
 6.42      4.14      1.65      1.01      1.21      3.09      4.89     5.24     2.85
2000      2001      2002      2003      2004      2005      2006      2007    2008
</TABLE>





<TABLE>
<CAPTION>
                 2009 TOTAL RETURN AS OF JUNE 30: 0.38%
<S>                                        <C>
FOR THE PERIODS INCLUDED IN THE BAR CHART:
BEST QUARTER: 1.65%, Q3 2000               WORST QUARTER: 0.22%, Q3 2003
</TABLE>


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



<TABLE>
<CAPTION>
      1 YEAR          5 YEARS      SINCE INCEPTION*
<S>                  <C>          <C>
            2.85         3.45             3.54
</TABLE>


     *   Inception date is January 22, 1999.

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

 To find out current Institutional Money Market Shares performance, contact the
 financial services firm from which you obtained this prospectus.


8 | Money Market Portfolio
<PAGE>

HOW MUCH INVESTORS PAY

The table below describes the fees and expenses that you may pay if you buy and
hold portfolio 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                               0.16%
 Distribution/Service (12b-1) Fee             0.01
 Other Expenses                               0.09
 TOTAL ANNUAL OPERATING EXPENSES 1            0.26
</TABLE>


1    From time to time, the Advisor may voluntarily waive or reimburse certain
     operating expenses. This voluntary waiver or reimbursement may be
     terminated at any time at the option of the Advisor.

Based on the costs above, this example helps you compare the expenses of the
share class 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>
 $      27         $84          $146         $331
</TABLE>



                                                     Money Market Portfolio  | 9
<PAGE>

OTHER POLICIES

           Shareholders of the portfolio must approve any change to the
           portfolio's investment objective and policies, except for those
           policies designated as nonfundamental.

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

           If you want more information on the portfolio'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 portfolio will
           achieve its objective.

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


10 | Other Policies
<PAGE>

WHO MANAGES AND OVERSEES THE PORTFOLIO


           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 portfolio. Under the
           oversight of the Board, the Advisor makes investment decisions, buys
           and sells securities for the portfolio and conducts research that
           leads to these purchase and sale decisions. The Advisor provides a
           full range of global investment advisory services to institutional
           and retail clients.

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

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

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

           MANAGEMENT FEE. The Advisor receives a management fee from the
           portfolio. Below is the actual rate paid by the portfolio for the
           most recent fiscal year, as a percentage of the portfolio's average
           daily net assets.


<TABLE>
<CAPTION>
FUND NAME                               FEE PAID
<S>                                    <C>
  Money Market Portfolio                  0.16%
</TABLE>


           The management fee for the portfolio is computed based on the
           combined average daily net assets of Government & Agency Securities
           Portfolio, Money Market Portfolio and Tax-Exempt Portfolio, each a
           series of Cash Account Trust, and allocated to the portfolio based
           upon the portfolio's relative net assets.


                                    Who Manages and Oversees the Portfolio  | 11
<PAGE>

           A discussion regarding the basis for the Board's approval of the
           portfolio's investment management agreement is contained in the most
           recent shareholder report for the semiannual period ended October 31
           (see "Shareholder reports" on the back cover).


           Portfolio management

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


12 | Who Manages and Oversees the Portfolio
<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
portfolio would have earned (or lost), assuming all dividends and distributions
were reinvested. This information has been audited by Ernst & Young LLP,
independent registered public accounting firm, whose report, along with the
portfolio's financial statements, is included in the portfolio's annual report
(see "Shareholder reports" on the back cover).


Money Market Portfolio - Institutional Money Market Shares


<TABLE>
<CAPTION>
YEARS ENDED APRIL 30,                  2009            2008             2007             2006           2005
<S>                                 <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
--------------------------------     -------         -------          -------          -------        -------
  Net investment income                  .019            .046             .050             .037           .017
________________________________     ________        ________         ________         ________       ________
  Less distributions from net
  investment income                   ( .019)         ( .046)          ( .050)           (0.37)        ( .017)
--------------------------------     --------        --------         --------         --------       --------
NET ASSET VALUE, END OF
PERIOD                               $  1.00         $  1.00          $  1.00          $  1.00        $  1.00
--------------------------------     --------        --------         --------         --------       --------
Total Return (%)                        1.96          4.70a            5.17a            3.76a            1.69
--------------------------------     --------        --------         --------         --------       --------
RATIOS TO AVERAGE NET ASSETS AND SUPPLEMENTAL DATA
-------------------------------------------------------------------------------------------------------------------
Net assets, end of period
($ millions)                             515             129              131              107             75
________________________________     ________        ________         ________         ________       ________
Ratio of expenses before
expense reductions (%)                   .26             .27              .26              .24            .24
________________________________     ________        ________         ________         ________       ________
Ratio of expenses after
expense reductions (%)                   .26             .26              .25              .23            .24
________________________________     ________        ________         ________         ________       ________
Ratio of net investment
income(%)                               1.90            4.55             5.03             3.76           1.69
--------------------------------     --------        --------         --------         --------       --------
</TABLE>


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

                                                      Financial Highlights  | 13
<PAGE>

HOW TO INVEST IN THE PORTFOLIO
The following pages describe the main POLICIES associated with buying and
selling shares of the portfolio. There is also information on DIVIDENDS AND
TAXES and other matters that may affect you as the shareholder.

Because the portfolio is available only through a FINANCIAL ADVISOR, such as a
broker or financial institution, you should contact a representative of your
financial advisor for instructions on how to buy or sell portfolio shares.
<PAGE>

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 portfolio. Please note
           that a financial advisor may charge fees separate from those charged
           by the portfolio and may be compensated by the portfolio.

           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.


           Financial intermediary support payments

           The Advisor, DWS Investments Distributors, Inc. (the "Distributor")
           and/or their affiliates may pay additional compensation, out of
           their own assets and not as an additional charge to the portfolio,
           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 portfolio 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 portfolio, any
           record keeping/sub-transfer agency/networking fees payable by the
           portfolio (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


                                            Policies You Should Know About  | 15
<PAGE>

           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 portfolio with "shelf space" or
           access to a third party platform or portfolio offering list or other
           marketing programs, including, without limitation, inclusion of the
           portfolio 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
           portfolio attributable to the financial advisor, the particular
           portfolio or portfolio 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 portfolio serviced and maintained by the financial
           advisor, .05% to .25% of sales of the portfolio 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 portfolio or of any particular share class of the portfolio.
           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


16 | Policies You Should Know About
<PAGE>

           influenced your financial advisor's recommendation of the portfolio.
           Additional information regarding these revenue sharing payments is
           included in the portfolio's Statement of Additional Information,
           which is available to you on request at no charge (see the back
           cover of this prospectus for more information on how to request a
           copy of the Statement of Additional Information).

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

           It is likely that broker-dealers that execute portfolio transactions
           for the portfolio 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 portfolio. 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.


           Rule 12b-1 Plan

           The portfolio has adopted a plan under Rule 12b-1 that authorizes
           the payment of an annual shareholder services fee, payable monthly,
           of 0.075% of the portfolio's Institutional Money Market Shares
           average daily net assets. Because 12b-1 fees are paid out of the
           portfolio's assets, attributable to a particular share class, on an
           ongoing basis, they will, over time, increase the cost of an
           investment in that share class and may cost more than paying other
           types of sales charges.


                                            Policies You Should Know About  | 17
<PAGE>

           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 portfolio, then we may reject your application and order.

           The portfolio 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 portfolio, after a reasonable effort to do so,
           you will receive written notification.

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

           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.


18 | Policies You Should Know About
<PAGE>

           SUB-MINIMUM BALANCES. The portfolio may close your account and send
           you the proceeds if your balance falls below $100,000; we will give
           you 60 days' notice so you can either increase your balance or close
           your account (this policy doesn't apply to most retirement
           accounts).

           TRANSACTION PROCESSING. 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 4:00
           p.m. Eastern time, it will normally receive the dividend for that
           day.

           Shareholders known to the portfolio may notify the transfer agent in
           advance of their wire transfer purchase by calling the transfer
           agent prior to the 4:00 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 portfolio 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 portfolio 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 portfolio's Distributor may refuse to allow any
           investor to trade with the portfolio 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 portfolio or its agents have
           incurred.

           Please contact your financial advisor for wire instructions and
           purchase orders.


                                            Policies You Should Know About  | 19
<PAGE>

           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
           portfolio receives the payment (typically the next business day).
           For redemptions processed via Fund/
           SERV, you generally will receive dividends accrued up to, but not
           including, the business day that payment for your shares is made.

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

           In order to receive proceeds by wire, contact the transfer agent
           before 4:00 p.m. Eastern time. After you inform the transfer agent
           of the amount of your redemption, you will receive a trade
           confirmation number. If the portfolio receives a sell request before
           4:00 p.m. Eastern time and the request calls for proceeds to be sent
           out by wire, the proceeds will normally be wired on the same day.
           However, the shares sold will not earn that day's dividend.

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

           CHECKWRITING enables you to sell shares of the portfolio 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. Please note that you should not write checks for more than
           $5,000,000. 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


20 | Policies You Should Know About
<PAGE>

           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.

           THE PORTFOLIO 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
           portfolio 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 portfolio sending you
           the first portfolio account statement on which an improper charge
           appears.

           THE PORTFOLIO DOES NOT ISSUE SHARE CERTIFICATES.

           SIGNATURE GUARANTEE. When you want to sell more than $100,000 worth
           of shares or send proceeds to a third party or to a new address,
           you'll usually need to place your order in writing and include a
           signature guarantee. However, if you want money transferred
           electronically 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. We require
           stamps from members of a medallion signature guarantee program. A
           notary cannot be accepted in lieu of a signature guarantee.

           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.


                                            Policies You Should Know About  | 21
<PAGE>

           MONEY FROM SHARES YOU SELL is sent out within one business day of
           the business day that your redemption order is effective except as
           discussed below. It could be longer when you are selling shares you
           bought recently by check or ACH (the funds will be placed under a 10
           calendar day hold to ensure good funds) or when unusual
           circumstances prompt the SEC to allow further delays. Certain
           expedited redemption processes (e.g., redemption proceeds by wire)
           may also be delayed or unavailable when you are selling shares
           recently purchased or in the event of the closing of the Federal
           Reserve wire payment system. The portfolio reserves the right to
           suspend or postpone redemptions as permitted pursuant to Section
           22(e) of the Investment Company Act of 1940. 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 portfolio or the fair
           determination of the value of the portfolio'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 portfolio, please see "Other rights we reserve."

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

           YOUR FINANCIAL ADVISOR MAY SET ITS OWN MINIMUM INVESTMENT, although
           that set by the portfolio is $250,000.

           IF YOUR SHARES ARE REGISTERED DIRECTLY with the portfolio's transfer
           agent, you can sell them by sending a written request (with a
           signature guarantee) to:

           DWS Investments Service Company
           Attention: Transaction Processing
           P.O. Box 219557
           Kansas City, MO 64121

           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 portfolio and, accordingly, the Board of the
           portfolio has not approved any policies and procedures designed to
           limit this activity. However, the portfolio reserves


22 | Policies You Should Know About
<PAGE>

           the right to and may reject or cancel a purchase or exchange order
           into the portfolio 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 DWS fund.


           How the portfolio calculates share price

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


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


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

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

           THE PORTFOLIO IS OPEN FOR BUSINESS each day the New York Stock
           Exchange (the "Exchange") is open. Normally, the portfolio
           calculates its share price once every business day as of the close
           of regular trading on the Exchange (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) 4:00 p.m.
           Eastern time or (b) the early closing time of the Exchange. The
           portfolio seeks to maintain a stable $1.00 share price.

           The portfolio 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
           portfolio's portfolio instruments are open and (c) the


                                            Policies You Should Know About  | 23
<PAGE>

           Advisor believes there will be adequate liquidity in the short-term
           markets. During any such Limited Trading Period, the portfolio 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 portfolio
           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 portfolio will be open for
           business on a particular day. Information concerning the intention
           of the portfolio to be open for a Limited Trading Period will be
           available at least one business day prior to the applicable day that
           the Exchange is closed or is closing early in the case of scheduled
           closings and as soon as practical in the case of unscheduled
           closings.


           Other rights we reserve

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

           -  withdraw or suspend the offering of shares at any time

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

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

24 | Policies You Should Know About
<PAGE>

           -  refuse, cancel, limit or rescind any purchase order, without
           prior notice; freeze any account (meaning you will not be able to
           purchase portfolio 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 portfolio's best interests or when the
           portfolio 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 portfolio 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 portfolio
              shares and you may incur a tax liability

           -  change, add or withdraw various services, fees and account
              policies (for example, we may adjust the portfolio's investment
              minimums at any time). All orders to purchase shares of the
              portfolio are subject to acceptance and are not binding until
              confirmed or accepted in writing


UNDERSTANDING DISTRIBUTIONS AND TAXES

           The portfolio intends to distribute to its shareholders virtually
           all of its net earnings. The portfolio 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
           portfolio's earnings are separate from any gains or losses
           stemming from your own purchase and sale of shares.) The portfolio
           may not always pay a dividend or distribution for a given period.

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

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





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.



                                     Understanding Distributions and Taxes  | 25
<PAGE>

           YOU CAN CHOOSE HOW TO RECEIVE YOUR DIVIDENDS AND DISTRIBUTIONS. You
           can have them all automatically reinvested in portfolio 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. Under the terms of
           employer-sponsored qualified plans, and retirement plans,
           reinvestment is the only option.

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

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

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

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

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


26 | Understanding Distributions and Taxes
<PAGE>

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


           Using the annual portfolio operating expense ratios presented in the
           fee tables in the portfolio 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
           portfolio held for the next 10 years and the impact of such fees and
           expenses on portfolio returns for each year and cumulatively,
           assuming a 5% return for each year. The historical rate of return
           for the portfolio may be higher or lower than 5% and, for money
           market funds, is typically less than 5%. The tables also assume that
           all dividends and distributions are reinvested and that, where
           applicable, Class B shares convert to Class A shares after six
           years. The annual portfolio expense ratios shown are net of any
           contractual fee waivers or expense reimbursements, if any, for the
           period of the contractual commitment. The tables reflect the maximum
           initial sales charge, if any, but do not reflect any contingent
           deferred sales charge or redemption fees, if any, which may be
           payable upon redemption. If contingent deferred sales charges or
           redemption fees were shown, the "Hypothetical Year-End Balance After
           Fees and Expenses" amounts shown would be lower and the "Annual Fees
           and Expenses" amounts shown would be higher. 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 portfolio 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 portfolio's prospectus to consider the
           investment objectives, risks, expenses and charges of the portfolio
           prior to investing.


                                                                  Appendix  | 27
<PAGE>

Money Market Portfolio - Institutional Money Market 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%        0.26%              4.74%       $ 10,474.00         $  26.62
   2           10.25%        0.26%              9.70%       $ 10,970.47         $  27.88
   3           15.76%        0.26%             14.90%       $ 11,490.47         $  29.20
   4           21.55%        0.26%             20.35%       $ 12,035.12         $  30.58
   5           27.63%        0.26%             26.06%       $ 12,605.58         $  32.03
   6           34.01%        0.26%             32.03%       $ 13,203.08         $  33.55
   7           40.71%        0.26%             38.29%       $ 13,828.91         $  35.14
   8           47.75%        0.26%             44.84%       $ 14,484.40         $  36.81
   9           55.13%        0.26%             51.71%       $ 15,170.96         $  38.55
  10           62.89%        0.26%             58.90%       $ 15,890.07         $  40.38
  TOTAL                                                                         $ 330.74
</TABLE>



28 | Appendix
<PAGE>

TO GET MORE INFORMATION

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

STATEMENT OF ADDITIONAL INFORMATION (SAI) - This tells you more about the
portfolio'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 portfolio, call (800) 730-1313, or contact DWS Investments at the address
listed below. SAIs and shareholder reports are also available through the DWS
Investments Web site at www.moneyfunds.deam-us.db.com. These documents and
other information about the portfolio 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 portfolio,
including the portfolio'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>
DWS INVESTMENTS           SEC                     DISTRIBUTOR
----------------------    --------------------    ------------------------------
<S>                       <C>                     <C>
PO Box 219210             100 F Street, N.E.      DWS Investments Distributors,
Kansas City, MO           Washington, D.C.        Inc.
64121-9210                20549-0102              222 South Riverside Plaza
WWW.MONEYFUNDS.DEAM-      WWW.SEC.GOV             Chicago, IL 60606-5808
US.DB.COM                 (800) SEC-0330          (800) 621-1148
(800) 730-1313
</TABLE>



<TABLE>
<S>                     <C>                         <C>
SEC FILE NUMBER:
Cash Account Trust        Money Market Portfolio    811-05970
</TABLE>



(08/01/09) CATI-1
[RECYCLE GRAPHIC APPEARS HERE]

<PAGE>

PROSPECTUS

August 1, 2009


INSTITUTIONAL SELECT MONEY
MARKET SHARES

MONEY MARKET PORTFOLIO

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 Portfolio's Main
         Investment Strategy
  5      The Main Risks of Investing in
         the Portfolio
  8      The Portfolio's Performance
         History
  9      How Much Investors Pay
 10      Other Policies
 11      Who Manages and Oversees
         the Portfolio


</TABLE>
<TABLE>
<S>      <C>
 13      Financial Highlights

HOW TO INVEST IN THE PORTFOLIO
 15      Policies You Should Know
         About
 24      Understanding Distributions
         and Taxes
 27      Appendix
</TABLE>

<PAGE>


<TABLE>
<S>                           <C>
                              Institutional Select
                              Money Market
                              Shares
  ticker symbol               CINXX
    fund number               523

    MONEY MARKET PORTFOLIO


</TABLE>

            THE PORTFOLIO'S MAIN INVESTMENT STRATEGY

            The portfolio seeks maximum current income consistent with
            stability of capital.

            The portfolio pursues its objective by investing exclusively in
            high quality short-term securities, as well as certain repurchase
            agreements that are backed by high-quality securities.

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

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

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

            -  Portfolio securities are denominated in US dollars and have
               remaining maturities of 12 months or less at the time of
               purchase. The portfolio may also invest in securities that have
               the effect of reducing their maturities to 12 months or less at
               the time of purchase

            -  The portfolio 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;


                                                     Money Market Portfolio  | 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 portfolio may invest in high quality, short-term, US dollar
            denominated money market instruments paying a fixed, variable or
            floating interest rate. These include:

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

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

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

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

            The portfolio may buy securities from many types of issuers,
            including the US government, US and foreign banks, corporations and
            municipalities. The portfolio will normally invest at least 25% of
            its total assets in bank obligations.

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


4 | Money Market Portfolio
<PAGE>

            Working in consultation with portfolio management, a credit team
            screens potential securities and develops a list of those that the
            portfolio may buy. Portfolio management, looking for attractive
            yield and weighing considerations such as credit quality, economic
            outlooks and possible interest rate movements, then decides which
            securities on this list to buy. Portfolio management may adjust the
            portfolio'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 PORTFOLIO

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

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

            INTEREST RATE RISK. Money market instruments, like all debt
            securities, face the risk that the securities will decline in value
            because of changes in interest rates. Generally, investments
            subject to interest rate risk will decrease in value when interest
            rates rise and increase in value when interest rates decline. To
            reduce such price fluctuations, the portfolio limits the
            dollar-weighted average maturity of the securities held by the
            portfolio 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.


                                                     Money Market Portfolio  | 5
<PAGE>

            CREDIT RISK. A money market instrument's credit quality depends on
            the issuer's ability to pay interest on the security and repay the
            debt; the lower the credit rating, the greater the risk that the
            security's issuer will default, or fail to meet its payment
            obligations. The credit risk of a security may also depend on the
            credit quality of any bank or financial institution that provides
            credit enhancement for it. To reduce credit risk, the portfolio
            only buys high quality securities. Also, the portfolio only buys
            securities with remaining maturities of 12 months or less. This
            reduces the risk that the issuer's creditworthiness will change
            before such obligations are due, 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 portfolio invests in short-term
            securities, which by their nature are relatively stable
            investments, the risk remains that the securities in which the
            portfolio invests will not perform as expected. This could cause
            the portfolio's returns to lag behind those of similar money market
            mutual funds.

            REPURCHASE AGREEMENT RISK. A repurchase agreement exposes the
            portfolio to the risk that the party that sells the securities may
            default on its obligation to repurchase them. In this circumstance,
            the portfolio 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.

6 | Money Market Portfolio
<PAGE>

            The portfolio seeks to reduce this risk by monitoring the
            creditworthiness of the sellers with whom it enters into repurchase
            agreements. The portfolio 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.

            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 portfolio may have to
            reinvest the proceeds at lower interest rates. Thus, prepayment may
            reduce the portfolio'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 portfolio 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.


                                                     Money Market Portfolio  | 7
<PAGE>

THE PORTFOLIO'S PERFORMANCE HISTORY

While a portfolio'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 portfolio has varied from year
to year, which may give some idea of risk. The table shows how the portfolio's
returns over different periods average out. The "total return" of a portfolio
is the change in the value of an investment in the portfolio over a given
period. Average annual returns are calculated by averaging the year-by-year
returns of the portfolio over a given period. All figures include the effects
of the portfolio'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 portfolio over a seven-day period. This amount is then
annualized, which means that we assume the portfolio generates the same income
every week for a year. To learn the current yield, investors may call (800)
537-3177.

Money Market Portfolio

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

[BAR GRAPHIC OMITTED HERE]

[BAR GRAPHIC DATA]

<TABLE>
<S>       <C>       <C>       <C>       <C>     <C>
 1.07      1.26      3.16      4.94     5.29     2.89
2003      2004      2005      2006      2007    2008
</TABLE>





<TABLE>
<CAPTION>
2009 TOTAL RETURN AS OF JUNE 30: 0.40%
<S>                                        <C>
FOR THE PERIODS INCLUDED IN THE BAR CHART:
BEST QUARTER: 1.34%, Q3 2007               WORST QUARTER: 0.23%, Q3 2003
</TABLE>


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



<TABLE>
<CAPTION>
      1 YEAR          5 YEARS      SINCE INCEPTION*
<S>                  <C>          <C>
            2.89         3.50             3.07
</TABLE>


     *   Inception date is December 2, 2002.

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

 To find out current Institutional Select Money Market Shares performance,
 contact the financial services firm from which you obtained this prospectus.


8 | Money Market Portfolio
<PAGE>

HOW MUCH INVESTORS PAY

The table below describes the fees and expenses that you may pay if you buy and
hold portfolio 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                                      0.16%
 Distribution/Service (12b-1) Fee                   None
 Other Expenses                                      0.74
 TOTAL ANNUAL OPERATING EXPENSES 1                   0.90
</TABLE>


1    From time to time, the Advisor may voluntarily waive or reimburse certain
     operating expenses. This voluntary waiver or reimbursement may be
     terminated at any time at the option of the Advisor.

Based on the costs above, this example helps you compare the expenses of the
share class 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>
 $      92         $287         $498       $1,108
</TABLE>



                                                     Money Market Portfolio  | 9
<PAGE>

OTHER POLICIES

           Shareholders of the portfolio must approve any change to the
           portfolio's investment objective and policies, except for those
           policies designated as nonfundamental.

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

           If you want more information on the portfolio'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 portfolio will
           achieve its objective.

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


10 | Other Policies
<PAGE>

WHO MANAGES AND OVERSEES THE PORTFOLIO


           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 portfolio. Under the
           oversight of the Board, the Advisor makes investment decisions, buys
           and sells securities for the portfolio and conducts research that
           leads to these purchase and sale decisions. The Advisor provides a
           full range of global investment advisory services to institutional
           and retail clients.

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

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

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

           MANAGEMENT FEE. The Advisor receives a management fee from the
           portfolio. Below is the actual rate paid by the portfolio for the
           most recent fiscal year, as a percentage of the portfolio's average
           daily net assets.


<TABLE>
<CAPTION>
FUND NAME                               FEE PAID
<S>                                    <C>
  Money Market Portfolio                  0.16%
</TABLE>


           The management fee for the portfolio is computed based on the
           combined average daily net assets of Government & Agency Securities
           Portfolio, Money Market Portfolio and Tax-Exempt Portfolio, each a
           series of Cash Account Trust, and allocated to the portfolio based
           upon the portfolio's relative net assets.


                                    Who Manages and Oversees the Portfolio  | 11
<PAGE>

           A discussion regarding the basis for the Board's approval of the
           portfolio's investment management agreement is contained in the most
           recent shareholder report for the semiannual period ended October 31
           (see "Shareholder reports" on the back cover).


           Portfolio management

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


12 | Who Manages and Oversees the Portfolio
<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
portfolio would have earned (or lost), assuming all dividends and distributions
were reinvested. This information has been audited by Ernst & Young LLP,
independent registered public accounting firm, whose report, along with the
portfolio's financial statements, is included in the portfolio's annual report
(see "Shareholder reports" on the back cover).


Money Market Portfolio - Institutional Select Money
Market Shares


<TABLE>
<CAPTION>
YEARS ENDED APRIL 30,                    2009             2008           2007          2006          2005
<S>                                 <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
--------------------------------       -------          -------        ------        ------        -------
  Net investment income                    .020             .047          .051          .038           .017
________________________________       ________         ________       _______       _______       ________
  Less distributions from net
  investment income                     ( .020)          ( .047)        ( .051)       ( .038)       ( .017)
--------------------------------       --------         --------       -------       -------       --------
NET ASSET VALUE, END OF
PERIOD                                 $  1.00          $  1.00        $ 1.00        $ 1.00        $  1.00
--------------------------------       --------         --------       -------       -------       --------
Total Return (%)                        2.00a            4.75a           5.22          3.82           1.75
--------------------------------       --------         --------       -------       -------       --------

RATIOS TO AVERAGE NET ASSETS AND SUPPLEMENTAL DATA
----------------------------------------------------------------------------------------------------------------
Net assets, end of period
($ millions)                               .01              .01           .0002         .0002          .001
________________________________       ________         ________       ________      ________      ________
Ratio of expenses before
expense reductions (%)                     .90              .26           .20           .19            .20
________________________________       ________         ________       ________      ________      ________
Ratio of expenses after
expense reductions (%)                     .22              .25           .20           .19            .20
________________________________       ________         ________       ________      ________      ________
Ratio of net investment
income (%)                                1.94             4.60          5.28          3.80           1.73
--------------------------------       --------         --------       --------      --------      --------
</TABLE>


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

                                                      Financial Highlights  | 13
<PAGE>

HOW TO INVEST IN THE PORTFOLIO
The following pages describe the main POLICIES associated with buying and
selling shares of the portfolio. There is also information on DIVIDENDS AND
TAXES and other matters that may affect you as the shareholder.

Because the portfolio is available only through a FINANCIAL ADVISOR, such as a
broker or financial institution, you should contact a representative of your
financial advisor for instructions on how to buy or sell portfolio shares.
<PAGE>

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 portfolio. Please note
           that a financial advisor may charge fees separate from those charged
           by the portfolio and may be compensated by the portfolio.

           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.


           Financial intermediary support payments

           The Advisor, DWS Investments Distributors, Inc. (the "Distributor")
           and/or their affiliates may pay additional compensation, out of
           their own assets and not as an additional charge to the portfolio,
           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 portfolio 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 portfolio, any
           record keeping/sub-transfer agency/networking fees payable by the
           portfolio (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


                                            Policies You Should Know About  | 15
<PAGE>

           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 portfolio with "shelf space" or
           access to a third party platform or portfolio offering list or other
           marketing programs, including, without limitation, inclusion of the
           portfolio 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
           portfolio attributable to the financial advisor, the particular
           portfolio or portfolio 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 portfolio serviced and maintained by the financial
           advisor, .05% to .25% of sales of the portfolio 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 portfolio or of any particular share class of the portfolio.
           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


16 | Policies You Should Know About
<PAGE>

           influenced your financial advisor's recommendation of the portfolio.
           Additional information regarding these revenue sharing payments is
           included in the portfolio's Statement of Additional Information,
           which is available to you on request at no charge (see the back
           cover of this prospectus for more information on how to request a
           copy of the Statement of Additional Information).

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

           It is likely that broker-dealers that execute portfolio transactions
           for the portfolio 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 portfolio. 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.


                                            Policies You Should Know About  | 17
<PAGE>

           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 portfolio, then we may reject your application and order.

           The portfolio 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 portfolio, after a reasonable effort to do so,
           you will receive written notification.

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

           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.

           SUB-MINIMUM BALANCES. The portfolio may close your account and send
           you the proceeds if your balance falls below $100,000; we will give
           you 60 days' notice so you can either increase your balance or close
           your account (this policy doesn't apply to most retirement
           accounts).

           TRANSACTION PROCESSING. 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 4:00
           p.m. Eastern time, it will normally receive the dividend for that
           day.


18 | Policies You Should Know About
<PAGE>

           Shareholders known to the portfolio may notify Shareholder Services
           in advance of their wire transfer purchase by calling Shareholder
           Services prior to the 4:00 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 portfolio 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 portfolio 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 portfolio's Distributor may refuse to allow any
           investor to trade with the portfolio 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 portfolio or its agents have
           incurred.

           Please contact your financial advisor for wire instructions and
           purchase orders.

           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
           portfolio 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  | 19
<PAGE>

           In order to receive proceeds by wire, contact Shareholder Services
           before 4:00 p.m. Eastern time. After you inform Shareholder Services
           of the amount of your redemption, you will receive a trade
           confirmation number. If the portfolio receives a sell request before
           4:00 p.m. Eastern time and the request calls for proceeds to be sent
           out by wire, the proceeds will normally be wired on the same day.
           However, the shares sold will not earn that day's dividend.

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

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

           THE PORTFOLIO DOES NOT ISSUE SHARE CERTIFICATES.

           SIGNATURE GUARANTEE. When you want to sell more than $100,000 worth
           of shares or send proceeds to a third party or to a new address,
           you'll usually need to place your order in writing and include a
           signature guarantee. However, if you want money transferred
           electronically 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. We require
           stamps from members of a medallion signature guarantee program. A
           notary cannot be accepted in lieu of a signature guarantee.


20 | Policies You Should Know About
<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 sent out within one business day of
           the business day that your redemption order is effective except as
           discussed below. It could be longer when you are selling shares you
           bought recently by check (the funds will be placed under a 10
           calendar day hold to ensure good funds) or when unusual
           circumstances prompt the SEC to allow further delays. Certain
           expedited redemption processes (e.g., redemption proceeds by wire)
           may also be delayed or unavailable when you are selling shares
           recently purchased or in the event of the closing of the Federal
           Reserve wire payment system. The portfolio reserves the right to
           suspend or postpone redemptions as permitted pursuant to Section
           22(e) of the Investment Company Act of 1940. 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 portfolio or the fair
           determination of the value of the portfolio'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 portfolio, please see "Other rights we reserve."

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

           YOUR FINANCIAL ADVISOR MAY SET ITS OWN MINIMUM INVESTMENT, although
           that set by the portfolio is $1,000,000.

           IF YOUR SHARES ARE REGISTERED DIRECTLY with the portfolio's transfer
           agent, you can sell them by sending a written request (with a
           signature guarantee) to:

           DWS Investments Service Company
           Attention: Transaction Processing
           P.O. Box 219557
           Kansas City, MO 64121


                                            Policies You Should Know About  | 21
<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 portfolio and, accordingly, the Board of the
           portfolio has not approved any policies and procedures designed to
           limit this activity. However, the portfolio reserves the right to
           and may reject or cancel a purchase or exchange order into the
           portfolio 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 DWS fund.


           How the portfolio calculates share price

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


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


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

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

           THE PORTFOLIO IS OPEN FOR BUSINESS each day the New York Stock
           Exchange (the "Exchange") is open. Normally, the portfolio
           calculates its share price once every business day as of the close
           of regular trading on the Exchange (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) 4:00 p.m.
           Eastern time or (b) the early closing time of the Exchange. The
           portfolio seeks to maintain a stable $1.00 share price.


22 | Policies You Should Know About
<PAGE>

           The portfolio 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
           portfolio'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 portfolio 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 portfolio
           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 portfolio will be open for
           business on a particular day. Information concerning the intention
           of the portfolio 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

                                            Policies You Should Know About  | 23
<PAGE>

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

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

           -  refuse, cancel, limit or rescind any purchase order, without
              prior notice; freeze any account (meaning you will not be able to
              purchase portfolio 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 portfolio's best
              interests or when the portfolio 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 portfolio 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 portfolio
              shares and you may incur a tax liability

           -  change, add or withdraw various services, fees and account
              policies (for example, we may adjust the portfolio's investment
              minimums at any time). All orders to purchase
              shares of the portfolio are subject to acceptance and are not
              binding until confirmed or accepted in writing


UNDERSTANDING DISTRIBUTIONS AND TAXES

           The portfolio intends to distribute to its shareholders virtually
           all of its net earnings. The portfolio 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
           portfolio's earnings are separate from any gains or losses stemming
           from your own purchase and sale of shares.) The portfolio may not
           always pay a dividend or distribution for a given period.





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.



24 | Understanding Distributions and Taxes
<PAGE>

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

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

           YOU CAN CHOOSE HOW TO RECEIVE YOUR DIVIDENDS AND DISTRIBUTIONS. You
           can have them all automatically reinvested in portfolio 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. For retirement plans,
           reinvestment is the only option.

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

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

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

           If the portfolio's distributions exceed its current and accumulated
           earnings and profits, the excess will be treated for federal income
           tax purposes as a return of capital to the extent of your basis in
           your shares and thereafter as a gain from the sale or exchange of
           your shares. A return of capital distribution


                                     Understanding Distributions and Taxes  | 25
<PAGE>

           reduces the basis of your shares. As a result, even though the
           portfolio seeks to maintain a stable share price, you may recognize
           a capital gain when you sell your shares if you have received a
           return of capital distribution.

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


26 | Understanding Distributions and Taxes
<PAGE>

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


           Using the annual portfolio operating expense ratios presented in the
           fee tables in the portfolio 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
           portfolio held for the next 10 years and the impact of such fees and
           expenses on portfolio returns for each year and cumulatively,
           assuming a 5% return for each year. The historical rate of return
           for the portfolio may be higher or lower than 5% and, for money
           market funds, is typically less than 5%. The tables also assume that
           all dividends and distributions are reinvested and that, where
           applicable, Class B shares convert to Class A shares after six
           years. The annual portfolio expense ratios shown are net of any
           contractual fee waivers or expense reimbursements, if any, for the
           period of the contractual commitment. The tables reflect the maximum
           initial sales charge, if any, but do not reflect any contingent
           deferred sales charge or redemption fees, if any, which may be
           payable upon redemption. If contingent deferred sales charges or
           redemption fees were shown, the "Hypothetical Year-End Balance After
           Fees and Expenses" amounts shown would be lower and the "Annual Fees
           and Expenses" amounts shown would be higher. 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 portfolio 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 portfolio's prospectus to consider the
           investment objectives, risks, expenses and charges of the portfolio
           prior to investing.


                                                                  Appendix  | 27
<PAGE>

Money Market Portfolio - Institutional Select Money
Market 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%        0.90%              4.10%       $ 10,410.00        $    91.85
   2           10.25%        0.90%              8.37%       $ 10,836.81        $    95.61
   3           15.76%        0.90%             12.81%       $ 11,281.12        $    99.53
   4           21.55%        0.90%             17.44%       $ 11,743.65        $   103.61
   5           27.63%        0.90%             22.25%       $ 12,225.13        $   107.86
   6           34.01%        0.90%             27.26%       $ 12,726.37        $   112.28
   7           40.71%        0.90%             32.48%       $ 13,248.15        $   116.89
   8           47.75%        0.90%             37.91%       $ 13,791.32        $   121.68
   9           55.13%        0.90%             43.57%       $ 14,356.76        $   126.67
  10           62.89%        0.90%             49.45%       $ 14,945.39        $   131.86
  TOTAL                                                                        $ 1,107.84
</TABLE>



28 | Appendix
<PAGE>

TO GET MORE INFORMATION

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

STATEMENT OF ADDITIONAL INFORMATION (SAI) - This tells you more about the
portfolio'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 portfolio, call (800) 730-1313, or contact DWS Investments at the address
listed below. SAIs and shareholder reports are also available through the DWS
Investments Web site at www.moneyfunds.deam-us.db.com. These documents and
other information about the portfolio 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 portfolio,
including the portfolio'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>
DWS INVESTMENTS           SEC                     DISTRIBUTOR
----------------------    --------------------    ------------------------------
<S>                       <C>                     <C>
PO Box 219210             100 F Street, N.E.      DWS Investments Distributors,
Kansas City, MO           Washington, D.C.        Inc.
64121-9210                20549-0102              222 South Riverside Plaza
WWW.MONEYFUNDS.DEAM-      WWW.SEC.GOV             Chicago, IL 60606-5808
US.DB.COM                 (800) SEC-0330          (800) 621-1148
(800) 730-1313
</TABLE>



<TABLE>
<S>                     <C>                         <C>
SEC FILE NUMBER:
Cash Account Trust        Money Market Portfolio    811-05970
</TABLE>



(08/01/09) CATIS-1
[RECYCLE GRAPHIC APPEARS HERE]

<PAGE>

PROSPECTUS

August 1, 2009


PREMIER MONEY MARKET
SHARES

MONEY MARKET PORTFOLIO

GOVERNMENT & AGENCY SECURITIES
PORTFOLIO

TAX-EXEMPT PORTFOLIO

TREASURY PORTFOLIO

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     Money Market Portfolio
 10     Government & Agency
        Securities Portfolio
 16     Tax-Exempt Portfolio
 23     Treasury Portfolio
 28     Other Policies
 29     Who Manages and Oversees
        the Portfolios


</TABLE>
<TABLE>
<S>     <C>
 31     Financial Highlights
HOW TO INVEST IN THE PORTFOLIOS
 36     Policies You Should Know
        About
 47     Understanding Distributions
        and Taxes
 50     Appendix
</TABLE>

<PAGE>


<TABLE>
<S>                           <C>
                                Premier Money
                                Market Shares
  ticker symbol                 CPRXX
    fund number                 346

    MONEY MARKET PORTFOLIO


</TABLE>

            THE PORTFOLIO'S MAIN INVESTMENT STRATEGY

            The portfolio seeks maximum current income consistent with
            stability of capital.

            The portfolio pursues its objective by investing exclusively in
            high quality short-term securities, as well as certain repurchase
            agreements that are backed by high-quality securities.

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

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

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

            -  Portfolio securities are denominated in US dollars and have
               remaining maturities of 12 months or less at the time of
               purchase. The portfolio may also invest in securities that have
               the effect of reducing their maturities to 12 months or less at
               the time of purchase

            -  The portfolio 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;


                                                     Money Market Portfolio  | 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 portfolio may invest in high quality, short-term, US dollar
            denominated money market instruments paying a fixed, variable or
            floating interest rate. These include:

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

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

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

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

            The portfolio may buy securities from many types of issuers,
            including the US government, US and foreign banks, corporations and
            municipalities. The portfolio will normally invest at least 25% of
            its total assets in bank obligations.

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


4 | Money Market Portfolio
<PAGE>

            Working in consultation with portfolio management, a credit team
            screens potential securities and develops a list of those that the
            portfolio may buy. Portfolio management, looking for attractive
            yield and weighing considerations such as credit quality, economic
            outlooks and possible interest rate movements, then decides which
            securities on this list to buy. Portfolio management may adjust the
            portfolio'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 PORTFOLIO

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

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

            INTEREST RATE RISK. Money market instruments, like all debt
            securities, face the risk that the securities will decline in value
            because of changes in interest rates. Generally, investments
            subject to interest rate risk will decrease in value when interest
            rates rise and increase in value when interest rates decline. To
            reduce such price fluctuations, the portfolio limits the
            dollar-weighted average maturity of the securities held by the
            portfolio 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.


                                                     Money Market Portfolio  | 5
<PAGE>

            CREDIT RISK. A money market instrument's credit quality depends on
            the issuer's ability to pay interest on the security and repay the
            debt; the lower the credit rating, the greater the risk that the
            security's issuer will default, or fail to meet its payment
            obligations. The credit risk of a security may also depend on the
            credit quality of any bank or financial institution that provides
            credit enhancement for it. To reduce credit risk, the portfolio
            only buys high quality securities. Also, the portfolio only buys
            securities with remaining maturities of 12 months or less. This
            reduces the risk that the issuer's creditworthiness will change
            before such obligations are due, 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 portfolio invests in short-term
            securities, which by their nature are relatively stable
            investments, the risk remains that the securities in which the
            portfolio invests will not perform as expected. This could cause
            the portfolio's returns to lag behind those of similar money market
            mutual funds.

            REPURCHASE AGREEMENT RISK. A repurchase agreement exposes the
            portfolio to the risk that the party that sells the securities may
            default on its obligation to repurchase them. In this circumstance,
            the portfolio 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.

6 | Money Market Portfolio
<PAGE>

            The portfolio seeks to reduce this risk by monitoring the
            creditworthiness of the sellers with whom it enters into repurchase
            agreements. The portfolio 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.

            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 portfolio may have to
            reinvest the proceeds at lower interest rates. Thus, prepayment may
            reduce the portfolio'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 portfolio 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.


                                                     Money Market Portfolio  | 7
<PAGE>

THE PORTFOLIO'S PERFORMANCE HISTORY

While a portfolio'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 portfolio has varied from year
to year, which may give some idea of risk. The table shows how the portfolio's
returns over different periods average out. The "total return" of a portfolio
is the change in the value of an investment in the portfolio over a given
period. Average annual returns are calculated by averaging the year-by-year
returns of the portfolio over a given period. All figures include the effects
of the portfolio'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 portfolio over a seven-day period. This amount is then
annualized, which means that we assume the portfolio generates the same income
every week for a year. To learn the current yield, investors may call (800)
231-8568.

Money Market Portfolio

ANNUAL TOTAL RETURN (%) AS OF 12/31 EACH YEAR - Premier Money Market Shares


[BAR GRAPHIC OMITTED HERE]

[BAR GRAPHIC DATA]
<TABLE>
<S>       <C>       <C>       <C>       <C>       <C>       <C>     <C>
 3.40      0.98      0.21      0.44      2.33      4.12     4.50    2.14
2001      2002      2003      2004      2005      2006      2007    2008
</TABLE>





<TABLE>
<CAPTION>
2009 TOTAL RETURN AS OF JUNE 30: 0.09%
<S>                                        <C>
FOR THE PERIODS INCLUDED IN THE BAR CHART:
BEST QUARTER: 1.24%, Q1 2001               WORST QUARTER: 0.02%, Q4 2003
</TABLE>


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



<TABLE>
<CAPTION>
      1 YEAR          5 YEARS      SINCE INCEPTION*
<S>                  <C>          <C>
            2.14         2.70             2.59
</TABLE>


     *   Commencement of operations was on December 23, 2000.


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


 For more recent performance information, contact the financial services firm
 from which you obtained this prospectus.


8 | Money Market Portfolio
<PAGE>

HOW MUCH INVESTORS PAY


The table below describes the fees and expenses that you may pay if you buy and
hold portfolio 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                               0.16%
 Distribution/Service (12b-1) Fee             0.25
 Other Expenses                               0.55
 TOTAL ANNUAL OPERATING EXPENSES              0.96
</TABLE>



Based on the costs above, this example helps you compare the expenses of the
share class 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>
 $      98         $306         $531       $1,178
</TABLE>



                                                     Money Market Portfolio  | 9
<PAGE>


<TABLE>
<S>                                             <C>
                                                  Premier Money
                                                Market Shares
  ticker symbol                                   CPGXX
    fund number                                   347

    GOVERNMENT & AGENCY SECURITIES PORTFOLIO


</TABLE>

            THE PORTFOLIO'S MAIN INVESTMENT STRATEGY

            The portfolio seeks to provide maximum current income
            consistent with stability of capital.

            The portfolio pursues its objective by investing in US Treasury
            bills, notes, bonds and other obligations issued or guaranteed by
            the US government, its agencies or instrumentalities and repurchase
            agreements backed by these securities. The portfolio may invest up
            to 10% of its total assets in other money market mutual funds in
            accordance with applicable regulations. The Board will provide
            shareholders with at least 60 days' notice prior to making any
            changes to the portfolio's policy of investing exclusively in these
            securities.

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

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

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


10 | Government & Agency Securities Portfolio
<PAGE>

            Principal investments

            The portfolio primarily invests in the following types of
            investments:

            -  US Treasury bills, notes, bonds and other obligations issued by
               the US government, its agencies and instrumentalities. For
               certain securities the US government guarantees the timely
               payment of interest and principal, but it does not guarantee the
               market value of these obligations.

            -  Repurchase agreements for which the portfolio buys securities at
               one price with a simultaneous agreement to sell back the
               securities at a future date at an agreed-upon price.

            The portfolio may invest in floating and variable rate instruments
            (obligations that do not bear interest at fixed rates).

            Working in consultation with portfolio management, a credit team
            screens potential securities and develops a list of those that the
            portfolio may buy. Portfolio management, looking for attractive
            yield and weighing considerations such as credit quality, economic
            outlooks and possible interest rate movements, then decides which
            securities on this list to buy. Portfolio management may adjust the
            portfolio'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 PORTFOLIO

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

            MONEY MARKET FUND RISK. An investment in the portfolio is not
            insured or guaranteed by the FDIC or any other government agency.
            Although the portfolio 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 portfolio. The share
            price of money market funds can fall below the $1.00 share price.
            You should not rely on or expect the Advisor to enter into support
            agreements or take other actions to maintain the portfolio's $1.00
            share price. The credit quality of the portfolio's holdings can
            change rapidly in certain markets, and the default of a single
            holding could have an


                                  Government & Agency Securities Portfolio  | 11
<PAGE>

            adverse impact on the portfolio's share price. The portfolio's
            share price can also be negatively affected during periods of high
            redemption pressures and/or illiquid markets. The actions of a few
            large investors in the portfolio may have a significant adverse
            effect on the share price of the portfolio.

            INTEREST RATE RISK. Money market instruments, like all debt
            securities, face the risk that the securities will decline in value
            because of changes in interest rates. Generally, investments
            subject to interest rate risk will decrease in value when interest
            rates rise and increase in value when interest rates decline. To
            reduce such price fluctuations, the portfolio limits the
            dollar-weighted average maturity of the securities held by the
            portfolio 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. Because of the portfolio's high credit
            standards, its yield may be lower than the yields of money funds
            that do not limit their investments to US government and agency
            securities.

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

            REPURCHASE AGREEMENT RISK. A repurchase agreement exposes the
            portfolio to the risk that the party that sells the securities may
            default on its obligation to repurchase them. In this circumstance,
            the portfolio 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.

12 | Government & Agency Securities Portfolio
<PAGE>

            The portfolio seeks to reduce this risk by monitoring the
            creditworthiness of the sellers with whom it enters into repurchase
            agreements. The portfolio 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.

            CREDIT RISK. If a portfolio security declines in credit quality or
            goes into default, it could hurt the portfolio's performance.
            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.
            Other securities are backed by the full faith and credit of the US
            government.


                                  Government & Agency Securities Portfolio  | 13
<PAGE>

THE PORTFOLIO'S PERFORMANCE HISTORY

While a portfolio'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 portfolio has varied from year
to year, which may give some idea of risk. The table shows how the portfolio's
returns over different periods average out. The "total return" of a portfolio
is the change in the value of an investment in the portfolio over a given
period. Average annual returns are calculated by averaging the year-by-year
returns of the portfolio over a given period. All figures include the effects
of the portfolio'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 portfolio over a seven-day period. This amount is then
annualized, which means that we assume the portfolio generates the same income
every week for a year. To learn the current yield, investors may call (800)
231-8568.

Government & Agency Securities Portfolio

ANNUAL TOTAL RETURN (%) AS OF 12/31 EACH YEAR - Premier Money Market Shares


[BAR GRAPHIC OMITTED HERE]

[BAR GRAPHIC DATA]

<TABLE>
<S>       <C>       <C>       <C>       <C>       <C>       <C>     <C>
 3.29      0.90      0.17      0.37      2.28      4.08     4.29    1.67
2001      2002      2003      2004      2005      2006      2007    2008
</TABLE>





<TABLE>
<CAPTION>
2009 TOTAL RETURN AS OF JUNE 30: 0.01%
<S>                                        <C>
FOR THE PERIODS INCLUDED IN THE BAR CHART:
BEST QUARTER: 1.23%, Q1 2001               WORST QUARTER: 0.02%, Q1 2004
</TABLE>


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



<TABLE>
<CAPTION>
      1 YEAR          5 YEARS      SINCE INCEPTION*
<S>                  <C>          <C>
            1.67         2.53             2.45
</TABLE>


     *   Commencement of operations was on March 1, 2000.


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


 For more recent performance information, contact the financial services firm
 from which you obtained this prospectus.


14 | Government & Agency Securities Portfolio
<PAGE>

HOW MUCH INVESTORS PAY


The table below describes the fees and expenses that you may pay if you buy and
hold portfolio 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                             0.05%
 Distribution/Service (12b-1) Fee             0.25
 Other Expenses 2                             0.64
 TOTAL ANNUAL OPERATING EXPENSES 3            0.94
</TABLE>


1    The Advisor has agreed to reduce its management fee such that after
     allocation of the fee to each series of Cash Account Trust the amount
     payable by Government & Agency Securities Portfolio is limited to 0.050% of
     its average daily net assets.

2    "Other Expenses" include an administrative services fee paid to the Advisor
     in the amount of 0.10% of average daily net assets.

3    From time to time, the Advisor may voluntarily waive or reimburse certain
     operating expenses. This voluntary waiver or reimbursement may be
     terminated at any time at the option of the Advisor.

Based on the costs above, this example helps you compare the expenses of the
share class 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>
 $      96         $300         $520       $1,155
</TABLE>



                                  Government & Agency Securities Portfolio  | 15
<PAGE>


<TABLE>
<S>                         <C>
                              Premier Money
                              Market Shares
  ticker symbol               IEXXX
    fund number               348

    TAX-EXEMPT PORTFOLIO


</TABLE>

            THE PORTFOLIO'S MAIN INVESTMENT STRATEGY

            The portfolio seeks to provide maximum current income that is
            exempt from federal income taxes to the extent consistent with
            stability of capital.

            The portfolio pursues its objective by investing in high quality,
            short-term municipal obligations.

            The portfolio normally invests at least 80% of its net assets in
            municipal securities, the income from which is free from regular
            federal income tax and alternative minimum tax (AMT). This policy
            is fundamental and may not be changed without shareholder approval.


            This portfolio is designed for investors in a moderate to high tax
            bracket who are interested in federal tax-free income along with
            the liquidity and stability that a money fund is designed to offer.


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

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

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

            -  Portfolio securities are denominated in US dollars and have
               remaining maturities of 397 days (about 13 months) or less at
               the time of purchase. The portfolio 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.


16 | Tax-Exempt Portfolio
<PAGE>

             -  The portfolio buys short-term municipal 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;

               - 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 two
                 highest long-term rating categories by a NRSRO, or are deemed
                 by the Advisor to be of comparable quality.


            Principal investments

            The portfolio primarily invests in the following types of
            investments:

            -  Municipal trust receipts ("MTRs"). MTRs are sometimes called
               municipal asset-backed securities, synthetic short-term
               derivatives, floating rate trust certificates, or municipal
               securities trust receipts. MTRs are typically structured by a
               bank, broker-dealer or other financial institution by depositing
               municipal securities into a trust or partnership coupled with a
               conditional right to sell, or put, the holder's interest in the
               underlying securities at par plus accrued interest to a
               financial institution. MTRs may be issued as fixed or variable
               rate instruments. These trusts are organized so that the
               purchaser of the MTR is considered to be investing in the
               underlying municipal securities. This structure is intended to
               allow the tax-exempt status of interest generated by the
               underlying asset to pass through to the purchaser. The portfolio
               may invest up to 50% of its net assets in MTRs. An additional
               10% of the portfolio's net assets may be invested in MTRs on a
               temporary basis at the Advisor's discretion to manage inflows
               into the portfolio.

            -  General obligation notes and bonds, which an issuer backs with
               its full faith and credit. That means the government entity will
               repay the bond out of its general tax revenues.

                                                      Tax-Exempt Portfolio  | 17
<PAGE>

            -  Revenue notes and bonds, which are payable from specific revenue
            sources. These are often tied to the public works projects the
            bonds are financing, but are not generally backed by the issuer's
            taxing power.

            -  Tax-exempt commercial paper, which is tax-exempt debt of
               borrowers that typically matures in 270 days or less.

            -  Short-term municipal notes, such as tax anticipation notes, that
               are issued in anticipation of the receipt of tax revenues.

            -  Municipal obligations backed by letters of credit (a document
               issued by a bank guaranteeing the issuer's payments for a stated
               amount), general bank guarantees or municipal bond insurance.

            -  Floating rate bonds, whose interest rates vary with changes in
               specified market rates or indices. The portfolio may invest in
               high quality floating rate bonds with maturities of one year or
               more if it has the right to sell them back at their face value
               within 397 days of purchase.

            -  Tax-exempt private activity bonds, which are revenue bonds that
               finance non-governmental activities, such as private industry
               construction and which meet certain tax law requirements.

            Working in consultation with portfolio management, a credit team
            screens potential securities and develops a list of those that the
            portfolio may buy. Portfolio management, looking for attractive
            yield and weighing considerations such as credit quality, economic
            outlooks and possible interest rate movements, then decides which
            securities on this list to buy. Portfolio management may adjust the
            portfolio'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 PORTFOLIO

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

            MONEY MARKET FUND RISK. An investment in the portfolio is not
            insured or guaranteed by the FDIC or any other government agency.
            Although the portfolio seeks to preserve the value of your
            investment at $1.00 per share, this share


18 | Tax-Exempt Portfolio
<PAGE>

            price isn't guaranteed and you could lose money by investing in the
            portfolio. The share price of money market funds can fall below the
            $1.00 share price. You should not rely on or expect the Advisor to
            enter into support agreements or take other actions to maintain the
            portfolio's $1.00 share price. The credit quality of the
            portfolio's holdings can change rapidly in certain markets, and the
            default of a single holding could have an adverse impact on the
            portfolio's share price. The portfolio's share price can also be
            negatively affected during periods of high redemption pressures
            and/or illiquid markets. The actions of a few large investors in
            the portfolio may have a significant adverse effect on the share
            price of the portfolio.

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

            CREDIT RISK. A money market instrument's credit quality depends on
            the issuer's ability to pay interest on the security and repay the
            debt; the lower the credit rating, the greater the risk that the
            security's issuer will default, or fail to meet its payment
            obligations. The credit risk of a security may also depend on the
            credit quality of any bank or financial institution that provides
            credit enhancement for it. To reduce credit risk, the portfolio
            only buys high quality securities. Also, the portfolio only buys
            securities with remaining maturities of 397 days (about 13 months)
            or less. This reduces the risk that the issuer's creditworthiness
            will change before such obligations are due, or that the issuer
            will default on the principal and interest payments of the
            obligation.

            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. In addition, the municipal securities market is
            narrower, less liquid and has fewer investors than the taxable
            market.


                                                      Tax-Exempt Portfolio  | 19
<PAGE>

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

            MUNICIPAL TRUST RECEIPTS RISK. The portfolio's investment in MTRs
            is subject to similar risks as other investments in debt
            obligations, including interest rate risk, credit risk and security
            selection risk. Additionally, investments in MTRs raise certain tax
            issues that may not be presented by direct investments in municipal
            bonds. There is some risk that certain issues could be resolved in
            a manner that could adversely impact the performance of the
            portfolio.

            SPECIAL TAX RISKS. Political or legal actions could change the
            tax-exempt status of the portfolio's dividends. Also, to the extent
            that the portfolio invests in taxable securities, a portion of its
            income would be subject to regular federal income taxation.

            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 portfolio may have to
            reinvest the proceeds at lower interest rates. Thus, prepayment may
            reduce the portfolio'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.

            TEMPORARY DEFENSIVE POSITION. In response to adverse political,
            economic or market events, the portfolio may adopt a temporary
            defensive position in which it places more than 20% of the
            portfolio's assets in high quality money market investments that
            are subject to federal income tax. To the extent that the portfolio
            might do so, it may not meet its goal of a high level of current
            tax-free income.


20 | Tax-Exempt Portfolio
<PAGE>

THE PORTFOLIO'S PERFORMANCE HISTORY

While a portfolio'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 portfolio has varied from year
to year, which may give some idea of risk. The table shows how the portfolio's
returns over different periods average out. The "total return" of a portfolio
is the change in the value of an investment in the portfolio over a given
period. Average annual returns are calculated by averaging the year-by-year
returns of the portfolio over a given period. All figures include the effects
of the portfolio'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 portfolio over a seven-day period. This amount is then
annualized, which means that we assume the portfolio generates the same income
every week for a year. To learn the current yield, investors may call (800)
231-8568.

Tax-Exempt Portfolio

ANNUAL TOTAL RETURN (%) AS OF 12/31 EACH YEAR - Premier Money Market Shares


[BAR GRAPHIC OMITTED HERE]

[BAR GRAPHIC DATA]

<TABLE>
<S>       <C>       <C>       <C>       <C>       <C>       <C>     <C>
 1.93      0.55      0.13      0.32      1.45      2.50     2.76    1.45
2001      2002      2003      2004      2005      2006      2007    2008
</TABLE>





<TABLE>
<CAPTION>
2009 TOTAL RETURN AS OF JUNE 30: 0.01%
<S>                                        <C>
FOR THE PERIODS INCLUDED IN THE BAR CHART:
BEST QUARTER: 0.71%, Q3 2007               WORST QUARTER: 0.01%, Q1 2004
</TABLE>


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



<TABLE>
<CAPTION>
      1 YEAR          5 YEARS      SINCE INCEPTION*
<S>                  <C>          <C>
            1.45         1.69             1.57
</TABLE>


     *   Commencement of operations was on March 7, 2000.


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


 For more recent performance information, contact the financial services firm
 from which you obtained this prospectus.


                                                      Tax-Exempt Portfolio  | 21
<PAGE>

HOW MUCH INVESTORS PAY


The table below describes the fees and expenses that you may pay if you buy and
hold portfolio 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                               0.06%
 Distribution/Service (12b-1) Fee             0.25
 Other Expenses 1                             0.65
 TOTAL ANNUAL OPERATING EXPENSES              0.96
</TABLE>


1    "Other Expenses" include an administrative services fee paid to the Advisor
     in the amount of 0.10% of average daily net assets.

Based on the costs above, this example helps you compare the expenses of the
share class 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>
 $      98         $306         $531       $1,178
</TABLE>



22 | Tax-Exempt Portfolio
<PAGE>


<TABLE>
<S>                       <C>
                            Premier Money
                            Market Shares
  ticker symbol             ITRXX
    fund number             343

    TREASURY PORTFOLIO


</TABLE>

            THE PORTFOLIO'S MAIN INVESTMENT STRATEGY

            The portfolio seeks to provide maximum current income
            consistent with stability of capital.

            The portfolio pursues its objective by investing in short-term US
            Treasury securities paying a fixed, variable or floating interest
            rate and in repurchase agreements backed by US Treasury securities.
            The timely payment of principal and interest on these securities is
            guaranteed by the full faith and credit of the US government. The
            portfolio may invest in floating and variable rate instruments
            (obligations that do not bear interest at fixed rates). The
            portfolio may invest up to 10% of its total assets in other money
            market mutual funds in accordance with applicable regulations.
            However, everything the portfolio buys must meet the rules for
            money market portfolio investments. The Board will provide
            shareholders with at least 60 days' notice prior to making any
            changes to the portfolio's policy of investing exclusively in these
            securities.

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

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

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


                                                        Treasury Portfolio  | 23
<PAGE>

            Principal investments

            The portfolio invests in the following types of investments:

            -  US Treasury obligations, either directly or through repurchase
               agreements. In a repurchase agreement, the portfolio buys
               securities at one price with a simultaneous agreement to sell
               back the securities at a future date at an agreed-upon price.

            Income paid on US Treasury securities is usually free from state
            and local income taxes and, for most portfolio shareholders, the
            bulk of portfolio distributions will be free from these taxes as
            well (although not from federal income tax).

            Working in consultation with portfolio management, a credit team
            screens potential securities and develops a list of those that the
            portfolio may buy. Portfolio management, looking for attractive
            yield and weighing considerations such as credit quality, economic
            outlooks and possible interest rate movements, then decides which
            securities on this list to buy. Portfolio management may adjust the
            portfolio'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 PORTFOLIO

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

            MONEY MARKET FUND RISK. An investment in the portfolio is not
            insured or guaranteed by the FDIC or any other government agency.
            Although the portfolio 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 portfolio. The share
            price of money market funds can fall below the $1.00 share price.
            You should not rely on or expect the Advisor to enter into support
            agreements or take other actions to maintain the portfolio's $1.00
            share price. The credit quality of the portfolio's holdings can
            change rapidly in certain markets, and the default of a single
            holding could have an adverse impact on the portfolio's share
            price. The portfolio's


24 | Treasury Portfolio
<PAGE>

            share price can also be negatively affected during periods of high
            redemption pressures and/or illiquid markets. The actions of a few
            large investors in the portfolio may have a significant adverse
            effect on the share price of the portfolio.

            INTEREST RATE RISK. Money market instruments, like all debt
            securities, face the risk that the securities will decline in value
            because of changes in interest rates. Generally, investments
            subject to interest rate risk will decrease in value when interest
            rates rise and increase in value when interest rates decline. To
            reduce such price fluctuations, the portfolio limits the
            dollar-weighted average maturity of the securities held by the
            portfolio 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. Because of the portfolio's high credit
            standards, its yield may be lower than the yields of money funds
            that do not limit their investments to US Treasury securities.

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

            REPURCHASE AGREEMENT RISK. A repurchase agreement exposes the
            portfolio to the risk that the party that sells the securities may
            default on its obligation to repurchase them. In this circumstance,
            the portfolio 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 portfolio seeks to reduce this risk by monitoring the
            creditworthiness of the sellers with whom it enters into repurchase
            agreements. The portfolio 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.


                                                        Treasury Portfolio  | 25
<PAGE>

THE PORTFOLIO'S PERFORMANCE HISTORY

While a portfolio'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 portfolio has varied from year
to year, which may give some idea of risk. The table shows how the portfolio's
returns over different periods average out. The "total return" of a portfolio
is the change in the value of an investment in the portfolio over a given
period. Average annual returns are calculated by averaging the year-by-year
returns of the portfolio over a given period. All figures include the effects
of the portfolio'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 portfolio over a seven-day period. This amount is then
annualized, which means that we assume the portfolio generates the same income
every week for a year. To learn the current yield, investors may call (800)
231-8568.

Treasury Portfolio

ANNUAL TOTAL RETURN (%) AS OF 12/31 EACH YEAR - Premier Money Market Shares


[BAR GRAPHIC OMITTED HERE]

[BAR GRAPHIC DATA]

<TABLE>
<S>       <C>       <C>     <C>     <C>     <C>     <C>     <C>
 2.98      0.82     0.21    0.36    2.19    4.04    4.02    1.09
2001      2002      2003    2004    2005    2006    2007    2008
</TABLE>





<TABLE>
<CAPTION>
2009 TOTAL RETURN AS OF JUNE 30: 0.01%
<S>                                        <C>
FOR THE PERIODS INCLUDED IN THE BAR CHART:
BEST QUARTER: 1.21%, Q1 2001               WORST QUARTER: 0.01%, Q1 2004
</TABLE>


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



<TABLE>
<CAPTION>
      1 YEAR          5 YEARS      SINCE INCEPTION*
<S>                  <C>          <C>
            1.09         2.33             2.23
</TABLE>


     *   Commencement of operations was on April 28, 2000.


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


 For more recent performance information, contact the financial services firm
 from which you obtained this prospectus.


26 | Treasury Portfolio
<PAGE>

HOW MUCH INVESTORS PAY


The table below describes the fees and expenses that you may pay if you buy and
hold portfolio 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 portfolio assets
______________________________________       _____
 Management Fee                               0.05%
 Distribution/Service (12b-1) Fee             0.25
 Other Expenses 1                             0.63
 TOTAL ANNUAL OPERATING EXPENSES 2            0.93
</TABLE>


1    "Other Expenses" include an administrative services fee paid to the Advisor
     in the amount of 0.10% of average daily net assets.

2    Through May 20, 2010, the Advisor has contractually agreed to waive all or
     a portion of its management fee and reimburse or pay certain operating
     expenses of the portfolio to the extent necessary to maintain the
     portfolio's Premier Money Market Shares total annual operating expenses at
     0.98% of average daily net assets, excluding certain expenses such as
     extraordinary expenses, taxes, brokerage and interest.

Based on the costs above, this example helps you compare the expenses of the
share class 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>
 $      95         $296         $515       $1,143
</TABLE>



                                                        Treasury Portfolio  | 27
<PAGE>

OTHER POLICIES

           Although major changes tend to be infrequent, for Government &
           Agency Securities Portfolio, Tax-Exempt Portfolio and Treasury
           Portfolio, a portfolio's Board could change the portfolio's
           investment objective without shareholder approval. Shareholders of
           Money Market Portfolio must approve any change to the portfolio's
           investment objective and policies, except for those policies
           designated as nonfundamental.

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

           If you want more information on each portfolio'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 a portfolio will
           achieve its objective.

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


28 | Other Policies
<PAGE>

WHO MANAGES AND OVERSEES THE PORTFOLIOS


           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 each portfolio. Under the
           oversight of the Board, the Advisor makes investment decisions, buys
           and sells securities for each portfolio and conducts research that
           leads to these purchase and sale decisions. The Advisor provides a
           full range of global investment advisory services to institutional
           and retail clients.

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

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

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


                                   Who Manages and Oversees the Portfolios  | 29
<PAGE>

           MANAGEMENT FEE. The Advisor receives a management fee from each
           portfolio. Below are the actual rates paid by each portfolio for the
           most recent fiscal year, as a percentage of each portfolio's average
           daily net assets.


<TABLE>
<CAPTION>
FUND NAME                                                  FEE PAID
<S>                                                      <C>
           Money Market Portfolio                           0.16  %
           Government & Agency Securities Portfolio          0.05%*
           Tax-Exempt Portfolio                             0.06  %
           Treasury Portfolio                               0.06  %
</TABLE>


           *   Reflecting the effect of expense limitations and/or fee waivers
               then in effect.

           The management fee paid for the last fiscal year includes the
           effect of approved fee changes that took effect on May 1, 2008
           for Treasury Portfolio.

           The management fee for Government & Agency Securities Portfolio,
           Money Market Portfolio and Tax-Exempt Portfolio, each a series of
           Cash Account Trust, is computed based on the combined average daily
           net assets of the portfolios and allocated among each portfolio
           based upon the relative net assets of each portfolio.


           The Advisor has agreed to reduce its management fee such that after
           allocation of the fee to each series of Cash Account Trust, the
           amount payable by Cash Account Trust - Government & Agency
           Securities Portfolio will be limited to 0.050% of the average daily
           net assets of Cash Account Trust - Government & Agency Securities
           Portfolio.

           A discussion regarding the basis for the Board's approval of each
           portfolio's investment management agreement is contained in the most
           recent shareholder report for the semiannual period ended October 31
           (September 30 for Treasury Portfolio) (see "Shareholder reports" on
           the back cover).

           Under a separate administrative services agreement between
           Government & Agency Securities Portfolio, Tax-Exempt Portfolio and
           Treasury Portfolio and the Advisor, each portfolio pays the Advisor
           a fee for providing most of each portfolio's administrative
           services. Under its investment management agreement, Money Market
           Portfolio pays the Advisor for providing most of its administrative
           services.


           Portfolio management

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


30 | Who Manages and Oversees the Portfolios
<PAGE>

FINANCIAL HIGHLIGHTS

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


Money Market Portfolio - Premier Money Market Shares


<TABLE>
<CAPTION>
YEARS ENDED APRIL 30,                    2009             2008           2007          2006          2005
<S>                                 <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
--------------------------------       -------          -------        -------       -------       -------
  Net investment income                    .013             .039           .043          .029          .009
________________________________       ________         ________       ________      ________      ________
  Less distributions from net
  investment income                     ( .013)          ( .039)        ( .043)       ( .029)       ( .009)
--------------------------------       --------         --------       --------      --------      --------
NET ASSET VALUE, END OF
PERIOD                                 $  1.00          $  1.00        $  1.00       $  1.00       $  1.00
--------------------------------       --------         --------       --------      --------      --------
Total Return (%)                        1.27a            3.98a            4.40          2.99           .94
--------------------------------       --------         --------       --------      --------      --------

RATIOS TO AVERAGE NET ASSETS AND SUPPLEMENTAL DATA
----------------------------------------------------------------------------------------------------------------
Net assets, end of period
($ millions)                             2,021            1,902          1,343         4,095         3,381
________________________________       ________         ________       ________      ________      ________
Ratio of expenses before
expense reductions (%)                     .96              .96            .99           .98           .98
________________________________       ________         ________       ________      ________      ________
Ratio of expenses after
expense reductions (%)                     .95              .95            .99           .98           .98
________________________________       ________         ________       ________      ________      ________
Ratio of net investment
income (%)                                1.22             3.86           4.29          3.01           .95
--------------------------------       --------         --------       --------      --------      --------
</TABLE>


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

                                                      Financial Highlights  | 31
<PAGE>

Government & Agency Securities Portfolio - Premier Money Market Shares


<TABLE>
<CAPTION>
YEARS ENDED APRIL 30,                   2009             2008             2007           2006          2005
<S>                                 <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
--------------------------------      -------          -------          -------        -------       -------
  Net investment income                   .008             .037             .043           .029          .009
________________________________      ________         ________         ________       ________      ________
  Less distributions from net
  investment income                    ( .008)          ( .037)          ( .043)        ( .029)       ( .009)
--------------------------------      --------         --------         --------       --------      --------
NET ASSET VALUE, END OF
PERIOD                                $  1.00          $  1.00          $  1.00        $  1.00       $  1.00
--------------------------------      --------         --------         --------       --------      --------
Total Return (%)                        .80a            3.72a            4.35a            2.94           .87
--------------------------------      --------         --------         --------       --------      --------
RATIOS TO AVERAGE NET ASSETS AND SUPPLEMENTAL DATA
------------------------------------------------------------------------------------------------------------------
Net assets, end of period
($ millions)                            4,101            2,935            1,700          2,046         1,800
________________________________      ________         ________         ________       ________      ________
Ratio of expenses before
expense reductions (%)                    .94              .97             1.02           1.01          1.03
________________________________      ________         ________         ________       ________      ________
Ratio of expenses after
expense reductions (%)                    .86              .95             1.02           1.01          1.03
________________________________      ________         ________         ________       ________      ________
Ratio of net investment
income (%)                              .70b              3.50             4.25           2.93           .87
--------------------------------      --------         --------         --------       --------      --------
</TABLE>


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

b    Due to the timing of the subscriptions and redemptions, the amount shown
     does not correspond to the total return during the period.


32 | Financial Highlights
<PAGE>

Tax-Exempt Portfolio - Premier Money Market Shares


<TABLE>
<CAPTION>
YEARS ENDED APRIL 30,                   2009             2008             2007           2006          2005
<S>                                 <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
--------------------------------      -------          -------          -------        -------       -------
  Net investment income                   .009             .024             .027           .018          .006
________________________________      ________         ________         ________       ________      ________
  Less distributions from net
  investment income                    ( .009)          ( .024)          ( .027)        ( .018)       ( .006)
--------------------------------      --------         --------         --------       --------      --------
NET ASSET VALUE, END OF
PERIOD                                $  1.00          $  1.00          $  1.00        $  1.00       $  1.00
--------------------------------      --------         --------         --------       --------      --------
Total Return (%)                        .87a            2.44a            2.68a            1.85         .61b
--------------------------------      --------         --------         --------       --------      --------
RATIOS TO AVERAGE NET ASSETS AND SUPPLEMENTAL DATA
------------------------------------------------------------------------------------------------------------------
Net assets, end of period
($ millions)                              491              422              117            119           121
________________________________      ________         ________         ________       ________      ________
Ratio of expenses before
expense reductions (%)                    .96              .95              .96            .98           .96
________________________________      ________         ________         ________       ________      ________
Ratio of expenses after
expense reductions (%)                    .92              .94              .96            .98           .96
________________________________      ________         ________         ________       ________      ________
Ratio of net investment
income (%)                                .86             2.38             2.65           1.84           .63
--------------------------------      --------         --------         --------       --------      --------
</TABLE>


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

b    Total return includes income resulting from a short term capital gain
     distribution. Without this distribution, total return would have been
     0.60%.


                                                      Financial Highlights  | 33
<PAGE>

Treasury Portfolio - Premier Money Market Shares


<TABLE>
<CAPTION>
YEARS ENDED MARCH 31,                   2009             2008             2007             2006           2005
<S>                                 <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
--------------------------------      -------          -------          -------          -------        -------
  Net investment income                   .006             .034             .042             .027           .007
________________________________      ________         ________         ________         ________       ________
  Less distributions from net
  investment income                    ( .006)          ( .034)          ( .042)          ( .027)        ( .007)
________________________________      ________         ________         ________         ________       ________
NET ASSET VALUE, END OF
PERIOD                                $  1.00          $  1.00          $  1.00          $  1.00        $  1.00
--------------------------------      --------         --------         --------         --------       --------
Total Return (%)                        .61a              3.41           4.26a            2.71a           .68a
--------------------------------      --------         --------         --------         --------       --------
RATIOS TO AVERAGE NET ASSETS AND SUPPLEMENTAL DATA
---------------------------------------------------------------------------------------------------------------------
Net assets, end of period
($ millions)                              168               98               55              102             34
________________________________      ________         ________         ________         ________       ________
Ratio of expenses before
expense reductions (%)                    .93              .92             1.19             1.15           1.25
________________________________      ________         ________         ________         ________       ________
Ratio of expenses after
expense reductions (%)                    .64              .92              .98              .98            .99
________________________________      ________         ________         ________         ________       ________
Ratio of net investment
income (%)                              .39b            3.21b              4.15           2.82b             .66
--------------------------------      --------         --------         --------         --------       --------
</TABLE>


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

b    Due to the timing of the subscriptions and redemptions, the amount shown
     does not correspond to the total return during the period.

34 | Financial Highlights
<PAGE>

HOW TO INVEST IN THE PORTFOLIOS
The following pages describe the main POLICIES associated with buying and
selling shares of each portfolio. There is also information on DIVIDENDS AND
TAXES and other matters that may affect you as the shareholder.

Because each portfolio is available only through a FINANCIAL ADVISOR, such as a
broker or financial institution, you should contact a representative of your
financial advisor for instructions on how to buy or sell portfolio shares.
<PAGE>

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 a portfolio. Please note
           that a financial advisor may charge fees separate from those charged
           by a portfolio and may be compensated by a portfolio.

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

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


           Financial intermediary support payments

           The Advisor, DWS Investments Distributors, Inc. (the "Distributor")
           and/or their affiliates may pay additional compensation, out of
           their own assets and not as an additional charge to each portfolio,
           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 portfolio 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 each portfolio, any
           record keeping/sub-transfer agency/networking fees payable by each
           portfolio (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


36 | Policies You Should Know About
<PAGE>

           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 a portfolio with "shelf space" or
           access to a third party platform or portfolio offering list or other
           marketing programs, including, without limitation, inclusion of the
           portfolio 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
           portfolio attributable to the financial advisor, the particular
           portfolio or portfolio 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 each portfolio serviced and maintained by the financial
           advisor, .05% to .25% of sales of each portfolio 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 each portfolio or of any particular share class of each
           portfolio. 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


                                            Policies You Should Know About  | 37
<PAGE>

           each portfolio. Additional information regarding these revenue
           sharing payments is included in each portfolio's Statement of
           Additional Information, which is available to you on request at no
           charge (see the back cover of this prospectus for more information
           on how to request a copy of the Statement of Additional
           Information).

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

           It is likely that broker-dealers that execute portfolio transactions
           for each portfolio 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 each portfolio. 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.


           Rule 12b-1 Plan

           Each portfolio has adopted a plan under Rule 12b-1 that authorizes
           the payment of an annual distribution/service fee, payable monthly,
           of 0.25% of each portfolio's Premier Money Market Shares average
           daily net assets. Because 12b-1 fees are paid out of a portfolio's
           assets, attributable to a particular share class, on an ongoing
           basis, they will, over time, increase the cost of an investment in
           that share class and may cost more than paying other types of sales
           charges.


38 | Policies You Should Know About
<PAGE>

           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 each portfolio, then we may reject your application and order.

           Each portfolio 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 each portfolio, after a reasonable effort to do so,
           you will receive written notification.

           With certain limited exceptions, only US residents may invest in
           each portfolio.

           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.

           YOUR FINANCIAL ADVISOR MAY SET ITS OWN MINIMUM INVESTMENTS, although
           those set by each portfolio are as follows:

           -  Minimum initial investment: $1,000

                                            Policies You Should Know About  | 39
<PAGE>

           -  Minimum additional investment: $100

           SUB-MINIMUM BALANCES. Each portfolio may close your account and send
           you the proceeds if your balance falls below $1,000; we will give
           you 60 days' notice so you can either increase your balance or close
           your account (this policy doesn't apply to most retirement
           accounts).

           TRANSACTION PROCESSING. 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 4:00
           p.m. Eastern time (3:00 p.m. Eastern time for Tax-Exempt Portfolio),
           it will normally receive the dividend for that day.

           Shareholders known to the portfolio may notify the transfer agent in
           advance of their wire transfer purchase by calling the transfer
           agent prior to the 4:00 p.m. Eastern time (3:00 p.m. Eastern time
           for Tax-Exempt Portfolio) cut-off time and providing the amount of
           the order. The investor will receive a confirmation number for the
           trade. If the portfolio 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 portfolio 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
           portfolio's Distributor may refuse to allow any investor to trade
           with the portfolio 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 a portfolio or its agents have
           incurred.

           Please contact your financial advisor for wire instructions and
           purchase orders.


40 | Policies You Should Know About
<PAGE>

           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 a
           portfolio receives the payment (typically the next business day).
           For redemptions processed via Fund/SERV, you generally will receive
           dividends accrued up to, but not including, the business day that
           payment for your shares is made.

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

           In order to receive proceeds by wire, contact the transfer agent
           before 4:00 p.m. Eastern time (3:00 p.m. Eastern time for Tax-Exempt
           Portfolio). After you inform the transfer agent of the amount of
           your redemption, you will receive a trade confirmation number. If a
           portfolio receives a sell request before 4:00 p.m. Eastern time
           (3:00 p.m. Eastern time for Tax-Exempt Portfolio) and the request
           calls for proceeds to be sent out by wire, the proceeds will
           normally be wired on the same day. However, the shares sold will not
           earn that day's dividend.

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

           CHECKWRITING enables you to sell shares of the portfolio 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. Please note that you should not write checks for more than
           $5,000,000. 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


                                            Policies You Should Know About  | 41
<PAGE>

           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.

           EACH PORTFOLIO 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
           portfolio 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 portfolio sending you
           the first portfolio account statement on which an improper charge
           appears.

           EACH PORTFOLIO DOES NOT ISSUE SHARE CERTIFICATES.

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

           SIGNATURE GUARANTEE. When you want to sell more than $100,000 worth
           of shares or send proceeds to a third party or to a new address,
           you'll usually need to place your order in writing and include a
           signature guarantee. However, if you want money transferred
           electronically 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


42 | Policies You Should Know About
<PAGE>

           or any member or participant of an approved signature guarantor
           program. We require stamps from members of a medallion signature
           guarantee program. A notary cannot be accepted in lieu of a
           signature guarantee.

           SELLING SHARES OF TRUST ACCOUNTS AND BUSINESS OR ORGANIZATION
           ACCOUNTS may require additional documentation. Please call (800)
           231-8568 or contact your financial advisor for more information.

           MONEY FROM SHARES YOU SELL is sent out within one business day of
           the business day that your redemption order is effective except as
           discussed below, although for Tax-Exempt Portfolio it could be
           delayed for up to seven days. It could be longer when you are
           selling shares you bought recently by check or ACH (the funds will
           be placed under a 10 calendar day hold to ensure good funds) or when
           unusual circumstances prompt the SEC to allow further delays.
           Certain expedited redemption processes (e.g., redemption proceeds by
           wire) may also be delayed or unavailable when you are selling shares
           recently purchased or in the event of the closing of the Federal
           Reserve wire payment system. Each portfolio 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 a portfolio or the fair
           determination of the value of a portfolio'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 each portfolio, please see "Other rights we reserve."

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

           IF YOUR SHARES ARE REGISTERED DIRECTLY with a portfolio's transfer
           agent, you can sell them by sending a written request (with a
           signature guarantee) to:

           DWS Investments Service Company
           Attention: Transaction Processing
           P.O. Box 219153
           Kansas City, MO 64121


                                            Policies You Should Know About  | 43
<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 each portfolio and, accordingly, the Board of
           each portfolio has not approved any policies and procedures designed
           to limit this activity. However, each portfolio reserves the right
           to and may reject or cancel a purchase or exchange order into a
           portfolio 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 DWS fund.


           How each portfolio calculates share price

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


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


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

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

           EACH PORTFOLIO IS OPEN FOR BUSINESS each day the New York Stock
           Exchange (the "Exchange") is open. Normally, each portfolio
           calculates its share price once every business day as of the close
           of regular trading on the Exchange (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) 4:00 p.m.
           Eastern time (3:00 p.m. Eastern time for Tax-Exempt Portfolio) or
           (b) the early closing time of the Exchange. Each portfolio seeks to
           maintain a stable $1.00 share price.


44 | Policies You Should Know About
<PAGE>

           Each portfolio 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 a
           portfolio'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, a portfolio 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 a portfolio 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 a portfolio will be open for business on a particular
           day. Information concerning the intention of a portfolio 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

                                            Policies You Should Know About  | 45
<PAGE>

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

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

           -  refuse, cancel, limit or rescind any purchase order, without
              prior notice; freeze any account (meaning you will not be able to
              purchase portfolio 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 a portfolio's best
              interests or when a portfolio 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 portfolio 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 portfolio
              shares and you may incur a tax liability

           -  for Tax-Exempt Portfolio, 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; generally, the portfolio 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 portfolio's
              net assets, whichever is less

           -  change, add or withdraw various services, fees and account
              policies (for example, we may adjust a portfolio's investment
              minimums at any time). All orders to purchase shares of a
              portfolio are subject to acceptance and are not binding until
              confirmed or accepted in writing


46 | Policies You Should Know About
<PAGE>

UNDERSTANDING DISTRIBUTIONS AND TAXES

           Each portfolio intends to distribute to its shareholders virtually
           all of its net earnings. Each portfolio 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.
           (Each portfolio's earnings are separate from any gains or losses
           stemming from your own purchase and sale of shares.) Each portfolio
           may not always pay a dividend or distribution for a given period.

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

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

           YOU CAN CHOOSE HOW TO RECEIVE YOUR DIVIDENDS AND DISTRIBUTIONS. You
           may have them all automatically reinvested in portfolio shares (at
           NAV), all deposited directly to your bank account or all sent to you
           by check, have one type reinvested and the other sent to you by
           check or have them invested in a different portfolio. 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 each portfolio seeks to maintain a stable share price, you
           are unlikely to have capital gains or losses when you sell portfolio
           shares.

           For federal income tax purposes, distributions of net investment
           income (other than "tax-exempt dividends" for the Tax-Exempt
           Portfolio) are taxable as ordinary income. Each portfolio does not
           expect to make distributions that are eligible for taxation as
           long-term capital gains or as qualified dividend income.





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.



                                     Understanding Distributions and Taxes  | 47
<PAGE>

           For most shareholders, dividends from the Tax-Exempt Portfolio are
           generally exempt from federal income tax, and a portion of the
           dividends from the Government & Agency Securities Portfolio and
           Treasury Portfolio are generally exempt from state and local income
           taxes. However, there are a few exceptions:

           -  A portion of a portfolio's dividends may be taxable as ordinary
              income if it came from investments in taxable securities, tax-
              exempt market discount bonds, or as the result of short or
              long-term capital gains.

           -  With respect to the Tax-Exempt Portfolio, because the portfolio
              can invest up to 20% of its net assets in securities whose income
              is subject to the federal alternative minimum tax (AMT), you may
              owe taxes on a portion of your dividends if you are among those
              investors who must pay AMT. In addition, if you receive social
              security or railroad retirement benefits, you should consult your
              tax advisor to determine what effect, if any, an investment in
              the Tax-Exempt Portfolio may have on the federal taxation of your
              benefits.

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

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

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


48 | Understanding Distributions and Taxes
<PAGE>

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


           Using the annual portfolio operating expense ratios presented in the
           fee tables in the portfolio 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
           portfolio held for the next 10 years and the impact of such fees and
           expenses on portfolio returns for each year and cumulatively,
           assuming a 5% return for each year. The historical rate of return
           for the portfolio may be higher or lower than 5% and, for money
           market funds, is typically less than 5%. The tables also assume that
           all dividends and distributions are reinvested and that, where
           applicable, Class B shares convert to Class A shares after six
           years. The annual portfolio expense ratios shown are net of any
           contractual fee waivers or expense reimbursements, if any, for the
           period of the contractual commitment. The tables reflect the maximum
           initial sales charge, if any, but do not reflect any contingent
           deferred sales charge or redemption fees, if any, which may be
           payable upon redemption. If contingent deferred sales charges or
           redemption fees were shown, the "Hypothetical Year-End Balance After
           Fees and Expenses" amounts shown would be lower and the "Annual Fees
           and Expenses" amounts shown would be higher. 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 portfolio 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 portfolio's prospectus to consider the
           investment objectives, risks, expenses and charges of the portfolio
           prior to investing.


                                                                  Appendix  | 49
<PAGE>

             Money Market Portfolio - Premier Money Market 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%        0.96%              4.04%       $ 10,404.00        $    97.94
   2           10.25%        0.96%              8.24%       $ 10,824.32        $   101.90
   3           15.76%        0.96%             12.62%       $ 11,261.62        $   106.01
   4           21.55%        0.96%             17.17%       $ 11,716.59        $   110.30
   5           27.63%        0.96%             21.90%       $ 12,189.94        $   114.75
   6           34.01%        0.96%             26.82%       $ 12,682.42        $   119.39
   7           40.71%        0.96%             31.95%       $ 13,194.79        $   124.21
   8           47.75%        0.96%             37.28%       $ 13,727.86        $   129.23
   9           55.13%        0.96%             42.82%       $ 14,282.46        $   134.45
  10           62.89%        0.96%             48.59%       $ 14,859.47        $   139.88
  TOTAL                                                                        $ 1,178.06
</TABLE>


Government & Agency Securities Portfolio - Premier Money Market 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 AND        EXPENSE        FEES AND           FEES AND          FEES AND
YEAR          EXPENSES         RATIOS        EXPENSES           EXPENSES          EXPENSES
<S>       <C>                <C>          <C>               <C>                <C>
   1            5.00%        0.94%              4.06%       $ 10,406.00        $    95.91
   2           10.25%        0.94%              8.28%       $ 10,828.48        $    99.80
   3           15.76%        0.94%             12.68%       $ 11,268.12        $   103.85
   4           21.55%        0.94%             17.26%       $ 11,725.61        $   108.07
   5           27.63%        0.94%             22.02%       $ 12,201.67        $   112.46
   6           34.01%        0.94%             26.97%       $ 12,697.05        $   117.02
   7           40.71%        0.94%             32.13%       $ 13,212.55        $   121.78
   8           47.75%        0.94%             37.49%       $ 13,748.98        $   126.72
   9           55.13%        0.94%             43.07%       $ 14,307.19        $   131.86
  10           62.89%        0.94%             48.88%       $ 14,888.06        $   137.22
  TOTAL                                                                        $ 1,154.69
</TABLE>



50 | Appendix
<PAGE>

              Tax-Exempt Portfolio - Premier Money Market 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%        0.96%              4.04%       $ 10,404.00        $    97.94
   2           10.25%        0.96%              8.24%       $ 10,824.32        $   101.90
   3           15.76%        0.96%             12.62%       $ 11,261.62        $   106.01
   4           21.55%        0.96%             17.17%       $ 11,716.59        $   110.30
   5           27.63%        0.96%             21.90%       $ 12,189.94        $   114.75
   6           34.01%        0.96%             26.82%       $ 12,682.42        $   119.39
   7           40.71%        0.96%             31.95%       $ 13,194.79        $   124.21
   8           47.75%        0.96%             37.28%       $ 13,727.86        $   129.23
   9           55.13%        0.96%             42.82%       $ 14,282.46        $   134.45
  10           62.89%        0.96%             48.59%       $ 14,859.47        $   139.88
  TOTAL                                                                        $ 1,178.06
</TABLE>


Treasury Portfolio - Premier Money Market 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 AND        EXPENSE        FEES AND           FEES AND          FEES AND
YEAR          EXPENSES         RATIOS        EXPENSES           EXPENSES          EXPENSES
<S>       <C>                <C>          <C>               <C>                <C>
   1            5.00%        0.93%              4.07%       $ 10,407.00        $    94.89
   2           10.25%        0.93%              8.31%       $ 10,830.56        $    98.75
   3           15.76%        0.93%             12.71%       $ 11,271.37        $   102.77
   4           21.55%        0.93%             17.30%       $ 11,730.11        $   106.96
   5           27.63%        0.93%             22.08%       $ 12,207.53        $   111.13
   6           34.01%        0.93%             27.04%       $ 12,704.38        $   115.84
   7           40.71%        0.93%             32.21%       $ 13,221.44        $   120.56
   8           47.75%        0.93%             37.60%       $ 13,759.56        $   125.46
   9           55.13%        0.93%             43.20%       $ 14,319.57        $   130.57
  10           62.89%        0.93%             49.02%       $ 14,902.38        $   135.88
  TOTAL                                                                        $ 1,142.99
</TABLE>



                                                                  Appendix  | 51
<PAGE>

TO GET MORE INFORMATION

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

STATEMENT OF ADDITIONAL INFORMATION (SAI) - This tells you more about a
portfolio'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
a portfolio, call (800) 231-8568, or contact DWS Investments at the address
listed below. SAIs and shareholder reports are also available through the DWS
Investments Web site at www.dws-investments.com. These documents and other
information about each portfolio 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 each
portfolio, including each portfolio'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>
DWS INVESTMENTS      SEC                     DISTRIBUTOR
-----------------    --------------------    ------------------------------
<S>                  <C>                     <C>
PO Box 219153        100 F Street, N.E.      DWS Investments Distributors,
Kansas City, MO      Washington, D.C.        Inc.
64121-9153           20549-0102              222 South Riverside Plaza
WWW.DWS-             WWW.SEC.GOV             Chicago, IL 60606-5808
INVESTMENTS.COM      (800) SEC-0330          (800) 621-1148
(800) 231-8568
</TABLE>



<TABLE>
<S>                       <C>                                           <C>
SEC FILE NUMBER:
Cash Account Trust                          Money Market Portfolio      811-05970
Cash Account Trust        Government & Agency Securities Portfolio      811-05970
Cash Account Trust                            Tax-Exempt Portfolio      811-05970
Investors Cash Trust                            Treasury Portfolio      811-06103
</TABLE>



(08/01/09) PMMS-1
[RECYCLE GRAPHIC APPEARS HERE]

<PAGE>

PROSPECTUS

August 1, 2009


PREMIUM RESERVE MONEY
MARKET SHARES

MONEY MARKET PORTFOLIO

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 Portfolio's Main
         Investment Strategy
  5      The Main Risks of Investing in
         the Portfolio
  8      The Portfolio's Performance
         History
  9      How Much Investors Pay
 10      Other Policies
 11      Who Manages and Oversees
         the Portfolio


</TABLE>
<TABLE>
<S>      <C>
 13      Financial Highlights

HOW TO INVEST IN THE PORTFOLIO
 15      Policies You Should Know
         About
 25      Understanding Distributions
         and Taxes
 28      Appendix
</TABLE>

<PAGE>


<TABLE>
<S>                         <C>
                             Premium Reserve Money
                             Market Shares
  ticker symbol              CXPXX
    fund number              097

    MONEY MARKET PORTFOLIO


</TABLE>

            THE PORTFOLIO'S MAIN INVESTMENT STRATEGY

            The portfolio seeks maximum current income consistent with
            stability of capital.

            The portfolio pursues its objective by investing exclusively in
            high quality short-term securities, as well as certain repurchase
            agreements that are backed by high-quality securities.

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

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

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

            -  Portfolio securities are denominated in US dollars and have
               remaining maturities of 12 months or less at the time of
               purchase. The portfolio may also invest in securities that have
               the effect of reducing their maturities to 12 months or less at
               the time of purchase

            -  The portfolio 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;


                                                     Money Market Portfolio  | 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 portfolio may invest in high quality, short-term, US dollar
            denominated money market instruments paying a fixed, variable or
            floating interest rate. These include:

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

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

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

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

            The portfolio may buy securities from many types of issuers,
            including the US government, US and foreign banks, corporations and
            municipalities. The portfolio will normally invest at least 25% of
            its total assets in bank obligations.

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


4 | Money Market Portfolio
<PAGE>

            Working in consultation with portfolio management, a credit team
            screens potential securities and develops a list of those that the
            portfolio may buy. Portfolio management, looking for attractive
            yield and weighing considerations such as credit quality, economic
            outlooks and possible interest rate movements, then decides which
            securities on this list to buy. Portfolio management may adjust the
            portfolio'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 PORTFOLIO

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

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

            INTEREST RATE RISK. Money market instruments, like all debt
            securities, face the risk that the securities will decline in value
            because of changes in interest rates. Generally, investments
            subject to interest rate risk will decrease in value when interest
            rates rise and increase in value when interest rates decline. To
            reduce such price fluctuations, the portfolio limits the
            dollar-weighted average maturity of the securities held by the
            portfolio 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.


                                                     Money Market Portfolio  | 5
<PAGE>

            CREDIT RISK. A money market instrument's credit quality depends on
            the issuer's ability to pay interest on the security and repay the
            debt; the lower the credit rating, the greater the risk that the
            security's issuer will default, or fail to meet its payment
            obligations. The credit risk of a security may also depend on the
            credit quality of any bank or financial institution that provides
            credit enhancement for it. To reduce credit risk, the portfolio
            only buys high quality securities. Also, the portfolio only buys
            securities with remaining maturities of 12 months or less. This
            reduces the risk that the issuer's creditworthiness will change
            before such obligations are due, 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 portfolio invests in short-term
            securities, which by their nature are relatively stable
            investments, the risk remains that the securities in which the
            portfolio invests will not perform as expected. This could cause
            the portfolio's returns to lag behind those of similar money market
            mutual funds.

            REPURCHASE AGREEMENT RISK. A repurchase agreement exposes the
            portfolio to the risk that the party that sells the securities may
            default on its obligation to repurchase them. In this circumstance,
            the portfolio 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.

6 | Money Market Portfolio
<PAGE>

            The portfolio seeks to reduce this risk by monitoring the
            creditworthiness of the sellers with whom it enters into repurchase
            agreements. The portfolio 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.

            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 portfolio may have to
            reinvest the proceeds at lower interest rates. Thus, prepayment may
            reduce the portfolio'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 portfolio 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.


                                                     Money Market Portfolio  | 7
<PAGE>

THE PORTFOLIO'S PERFORMANCE HISTORY

While a portfolio'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 portfolio has varied from year
to year, which may give some idea of risk. The table shows how the portfolio's
returns over different periods average out. The "total return" of a portfolio
is the change in the value of an investment in the portfolio over a given
period. Average annual returns are calculated by averaging the year-by-year
returns of the portfolio over a given period. All figures include the effects
of the portfolio'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 portfolio over a seven-day period. This amount is then
annualized, which means that we assume the portfolio generates the same income
every week for a year. To learn the current yield, investors may call (800)
231-8568.

Money Market Portfolio

ANNUAL TOTAL RETURN (%) AS OF 12/31 EACH YEAR - Premium Reserve Money Market
Shares


[BAR GRAPHIC OMITTED HERE]

[BAR GRAPHIC DATA]

<TABLE>
<S>       <C>       <C>       <C>       <C>       <C>       <C>       <C>     <C>
 5.96      3.80      1.30      0.67      0.91      2.76      4.57     4.92    2.54
2000      2001      2002      2003      2004      2005      2006      2007    2008
</TABLE>





<TABLE>
<CAPTION>
2009 TOTAL RETURN AS OF JUNE 30: 0.23%
<S>                                        <C>
FOR THE PERIODS INCLUDED IN THE BAR CHART:
BEST QUARTER: 1.54%, Q3 2000               WORST QUARTER: 0.14%, Q3 2003
</TABLE>


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



<TABLE>
<CAPTION>
      1 YEAR          5 YEARS      SINCE INCEPTION*
<S>                  <C>          <C>
            2.54         3.13             3.19
</TABLE>


     *   Commencement of operations was on January 22, 1999.


 For more recent performance information, contact the financial services firm
 from which you obtained this prospectus.


8 | Money Market Portfolio
<PAGE>

HOW MUCH INVESTORS PAY

The table below describes the fees and expenses that you may pay if you buy and
hold portfolio 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                               0.16%
 Distribution/Service (12b-1) Fee             0.10
 Other Expenses                               0.30
 TOTAL ANNUAL OPERATING EXPENSES              0.56
</TABLE>



Based on the costs above, this example helps you compare the expenses of the
share class 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>
 $57               $179         $313         $701
</TABLE>



                                                     Money Market Portfolio  | 9
<PAGE>

OTHER POLICIES

           Shareholders of the portfolio must approve any change to the
           portfolio's investment objective and policies, except for those
           policies designated as nonfundamental.

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

           If you want more information on the portfolio'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 portfolio will
           achieve its objective.

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


10 | Other Policies
<PAGE>

WHO MANAGES AND OVERSEES THE PORTFOLIO


           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 portfolio. Under the
           oversight of the Board, the Advisor makes investment decisions, buys
           and sells securities for the portfolio and conducts research that
           leads to these purchase and sale decisions. The Advisor provides a
           full range of global investment advisory services to institutional
           and retail clients.

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

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

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

           MANAGEMENT FEE. The Advisor receives a management fee from the
           portfolio. Below is the actual rate paid by the portfolio for the
           most recent fiscal year, as a percentage of the portfolio's average
           daily net assets.


<TABLE>
<CAPTION>
FUND NAME                               FEE PAID
<S>                                    <C>
  Money Market Portfolio                  0.16%
</TABLE>


           The management fee for the portfolio is computed based on the
           combined average daily net assets of Government & Agency Securities
           Portfolio, Money Market Portfolio and Tax-Exempt Portfolio, each a
           series of Cash Account Trust, and allocated to the portfolio based
           upon the portfolio's relative net assets.


                                    Who Manages and Oversees the Portfolio  | 11
<PAGE>

           A discussion regarding the basis for the Board's approval of the
           portfolio's investment management agreement is contained in the most
           recent shareholder report for the semiannual period ended October 31
           (see "Shareholder reports" on the back cover).


           Portfolio management

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


12 | Who Manages and Oversees the Portfolio
<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
portfolio would have earned (or lost), assuming all dividends and distributions
were reinvested. This information has been audited by Ernst & Young LLP,
independent registered public accounting firm, whose report, along with the
portfolio's financial statements, is included in the portfolio's annual report
(see "Shareholder reports" on the back cover).


Money Market Portfolio - Premium Reserve Money
Market Shares


<TABLE>
<CAPTION>
YEARS ENDED APRIL 30,                  2009            2008           2007          2006          2005
<S>                                 <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
--------------------------------     -------         -------        -------       -------       -------
  Net investment income                  .016            .043           .047          .034          .014
________________________________     ________        ________       ________      ________      ________
  Less distributions from net
  investment income                   ( .016)         ( .043)        ( .047)       ( .034)       ( .014)
--------------------------------     --------        --------       --------      --------      --------
NET ASSET VALUE, END OF
PERIOD                               $  1.00         $  1.00        $  1.00       $  1.00       $  1.00
--------------------------------     --------        --------       --------      --------      --------
Total Return (%)                        1.65          4.38a            4.84          3.44          1.36
--------------------------------     --------        --------       --------      --------      --------
RATIOS TO AVERAGE NET ASSETS AND SUPPLEMENTAL DATA
-------------------------------------------------------------------------------------------------------------
Net assets, end of period
($ millions)                             411             404            282           509           327
________________________________     ________        ________       ________      ________      ________
Ratio of expenses before
expense reductions (%)                   .56             .57            .56           .55           .56
________________________________     ________        ________       ________      ________      ________
Ratio of expenses after
expense reductions (%)                   .56             .57            .56           .55           .56
________________________________     ________        ________       ________      ________      ________
Ratio of net investment
income (%)                              1.60            4.24           4.72          3.44          1.37
--------------------------------     --------        --------       --------      --------      --------
</TABLE>


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

                                                      Financial Highlights  | 13
<PAGE>

HOW TO INVEST IN THE PORTFOLIO
The following pages describe the main POLICIES associated with buying and
selling shares of the portfolio. There is also information on DIVIDENDS AND
TAXES and other matters that may affect you as the shareholder.

Because the portfolio is available only through a FINANCIAL ADVISOR, such as a
broker or financial institution, you should contact a representative of your
financial advisor for instructions on how to buy or sell portfolio shares.
<PAGE>

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 portfolio. Please note
           that a financial advisor may charge fees separate from those charged
           by the portfolio and may be compensated by the portfolio.

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

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


           Financial intermediary support payments

           The Advisor, DWS Investments Distributors, Inc. (the "Distributor")
           and/or their affiliates may pay additional compensation, out of
           their own assets and not as an additional charge to the portfolio,
           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 portfolio 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 portfolio, any
           record keeping/sub-transfer agency/networking fees payable by the
           portfolio (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


                                            Policies You Should Know About  | 15
<PAGE>

           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 portfolio with "shelf space" or
           access to a third party platform or portfolio offering list or other
           marketing programs, including, without limitation, inclusion of the
           portfolio 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
           portfolio attributable to the financial advisor, the particular
           portfolio or portfolio 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 portfolio serviced and maintained by the financial
           advisor, .05% to .25% of sales of the portfolio 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 portfolio or of any particular share class of the portfolio.
           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


16 | Policies You Should Know About
<PAGE>

           influenced your financial advisor's recommendation of the portfolio.
           Additional information regarding these revenue sharing payments is
           included in the portfolio's Statement of Additional Information,
           which is available to you on request at no charge (see the back
           cover of this prospectus for more information on how to request a
           copy of the Statement of Additional Information).

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

           It is likely that broker-dealers that execute portfolio transactions
           for the portfolio 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 portfolio. 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.


           Rule 12b-1 Plan

           The portfolio has adopted a plan under Rule 12b-1 that authorizes
           the payment of an annual shareholder services fee, payable monthly,
           of 0.10% of the portfolio's Premium Reserve Money Market Shares
           average daily net assets. Because 12b-1 fees are paid out of the
           portfolio's assets, attributable to a particular share class, on an
           ongoing basis, they will, over time, increase the cost of an
           investment in that share class and may cost more than paying other
           types of sales charges.


                                            Policies You Should Know About  | 17
<PAGE>

           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 portfolio, then we may reject your application and order.

           The portfolio 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 portfolio, after a reasonable effort to do so,
           you will receive written notification.

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

           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.

           YOUR FINANCIAL ADVISOR MAY SET ITS OWN MINIMUM INVESTMENTS, although
           those set by the portfolio are as follows:

           -  Minimum initial investment: $1,000

18 | Policies You Should Know About
<PAGE>

           -  Minimum additional investment: $50

           -  Minimum investment with an automatic investment plan: $50

           SUB-MINIMUM BALANCES. The portfolio may close your account and send
           you the proceeds if your balance falls below $1,000; we will give
           you 60 days' notice so you can either increase your balance or close
           your account (this policy doesn't apply to most retirement
           accounts).

           TRANSACTION PROCESSING. 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 4:00
           p.m. Eastern time, it will normally receive the dividend for that
           day.

           Shareholders known to the portfolio may notify the transfer agent in
           advance of their wire transfer purchase by calling the transfer
           agent prior to the 4:00 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 portfolio 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 portfolio 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 portfolio's Distributor may refuse to allow any
           investor to trade with the portfolio 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 portfolio or its agents have
           incurred.

           Please contact your financial advisor for wire instructions and
           purchase orders.


                                            Policies You Should Know About  | 19
<PAGE>

           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
           portfolio receives the payment (typically the next business day).
           For redemptions processed via Fund/
           SERV, you generally will receive dividends accrued up to, but not
           including, the business day that payment for your shares is made.

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

           In order to receive proceeds by wire, contact the transfer agent
           before 4:00 p.m. Eastern time. After you inform the transfer agent
           of the amount of your redemption, you will receive a trade
           confirmation number. If the portfolio receives a sell request before
           4:00 p.m. Eastern time and the request calls for proceeds to be sent
           out by wire, the proceeds will normally be wired on the same day.
           However, the shares sold will not earn that day's dividend.

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

           CHECKWRITING enables you to sell shares of the portfolio by writing
           a check. Your investment keeps earning dividends until your check
           clears. Please note that we will not accept checks for less than
           $250. Please note that you should not write checks for more than
           $5,000,000. 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


20 | Policies You Should Know About
<PAGE>

           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.

           THE PORTFOLIO 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
           portfolio 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 portfolio sending you
           the first portfolio account statement on which an improper charge
           appears.

           THE PORTFOLIO DOES NOT ISSUE SHARE CERTIFICATES.

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

           SIGNATURE GUARANTEE. When you want to sell more than $100,000 worth
           of shares or send proceeds to a third party or to a new address,
           you'll usually need to place your order in writing and include a
           signature guarantee. However, if you want money transferred
           electronically 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


                                            Policies You Should Know About  | 21
<PAGE>

           or any member or participant of an approved signature guarantor
           program. We require stamps from members of a medallion signature
           guarantee program. A notary cannot be accepted in lieu of a
           signature guarantee.

           SELLING SHARES OF TRUST ACCOUNTS AND BUSINESS OR ORGANIZATION
           ACCOUNTS may require additional documentation. Please call (800)
           231-8568 or contact your financial advisor for more information.

           MONEY FROM SHARES YOU SELL is sent out within one business day of
           the business day that your redemption order is effective except as
           discussed below. It could be longer when you are selling shares you
           bought recently by check or ACH (the funds will be placed under a 10
           calendar day hold to ensure good funds) or when unusual
           circumstances prompt the SEC to allow further delays. Certain
           expedited redemption processes (e.g., redemption proceeds by wire)
           may also be delayed or unavailable when you are selling shares
           recently purchased or in the event of the closing of the Federal
           Reserve wire payment system. The portfolio reserves the right to
           suspend or postpone redemptions as permitted pursuant to Section
           22(e) of the Investment Company Act of 1940. 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 portfolio or the fair
           determination of the value of the portfolio'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 portfolio, please see "Other rights we reserve."

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

           IF YOUR SHARES ARE REGISTERED DIRECTLY with the portfolio's transfer
           agent, you can sell them by sending a written request (with a
           signature guarantee) to:

           DWS Investments Service Company
           Attention: Transaction Processing
           P.O. Box 219557
           Kansas City, MO 64121


22 | 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 portfolio and, accordingly, the Board of the
           portfolio has not approved any policies and procedures designed to
           limit this activity. However, the portfolio reserves the right to
           and may reject or cancel a purchase or exchange order into the
           portfolio 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 DWS fund.


           How the portfolio calculates share price

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


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


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

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

           THE PORTFOLIO IS OPEN FOR BUSINESS each day the New York Stock
           Exchange (the "Exchange") is open. Normally, the portfolio
           calculates its share price once every business day as of the close
           of regular trading on the Exchange (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) 4:00 p.m.
           Eastern time or (b) the early closing time of the Exchange. The
           portfolio seeks to maintain a stable $1.00 share price.


                                            Policies You Should Know About  | 23
<PAGE>

           The portfolio 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
           portfolio'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 portfolio 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 portfolio
           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 portfolio will be open for
           business on a particular day. Information concerning the intention
           of the portfolio 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

24 | Policies You Should Know About
<PAGE>

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

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

           -  refuse, cancel, limit or rescind any purchase order, without
              prior notice; freeze any account (meaning you will not be able to
              purchase portfolio 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 portfolio's best
              interests or when the portfolio 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 portfolio 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 portfolio
              shares and you may incur a tax liability

           -  change, add or withdraw various services, fees and account
              policies (for example, we may adjust the portfolio's investment
              minimums at any time). All orders to purchase
              shares of the portfolio are subject to acceptance and are not
              binding until confirmed or accepted in writing





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.



UNDERSTANDING DISTRIBUTIONS AND TAXES

           The portfolio intends to distribute to its shareholders virtually
           all of its net earnings. The portfolio 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
           portfolio's earnings are separate from any gains or losses stemming
           from your own purchase and sale of shares.) The portfolio may not
           always pay a dividend or distribution for a given period.


                                     Understanding Distributions and Taxes  | 25
<PAGE>

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

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

           YOU CAN CHOOSE HOW TO RECEIVE YOUR DIVIDENDS AND DISTRIBUTIONS. You
           can have them all automatically reinvested in portfolio 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 portfolio seeks to maintain a stable share price, you
           are unlikely to have capital gains or losses when you sell portfolio
           shares.

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

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

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


26 | Understanding Distributions and Taxes
<PAGE>

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


                                     Understanding Distributions and Taxes  | 27
<PAGE>

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


           Using the annual portfolio operating expense ratios presented in the
           fee tables in the portfolio 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
           portfolio held for the next 10 years and the impact of such fees and
           expenses on portfolio returns for each year and cumulatively,
           assuming a 5% return for each year. The historical rate of return
           for the portfolio may be higher or lower than 5% and, for money
           market funds, is typically less than 5%. The tables also assume that
           all dividends and distributions are reinvested and that, where
           applicable, Class B shares convert to Class A shares after six
           years. The annual portfolio expense ratios shown are net of any
           contractual fee waivers or expense reimbursements, if any, for the
           period of the contractual commitment. The tables reflect the maximum
           initial sales charge, if any, but do not reflect any contingent
           deferred sales charge or redemption fees, if any, which may be
           payable upon redemption. If contingent deferred sales charges or
           redemption fees were shown, the "Hypothetical Year-End Balance After
           Fees and Expenses" amounts shown would be lower and the "Annual Fees
           and Expenses" amounts shown would be higher. 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 portfolio 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 portfolio's prospectus to consider the
           investment objectives, risks, expenses and charges of the portfolio
           prior to investing.


28 | Appendix
<PAGE>

Money Market Portfolio - Premium Reserve Money
Market 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%        0.56%              4.44%       $ 10,444.00         $  57.24
   2           10.25%        0.56%              9.08%       $ 10,907.71         $  59.78
   3           15.76%        0.56%             13.92%       $ 11,392.02         $  62.44
   4           21.55%        0.56%             18.98%       $ 11,897.82         $  65.21
   5           27.63%        0.56%             24.26%       $ 12,426.08         $  68.11
   6           34.01%        0.56%             29.78%       $ 12,977.80         $  71.13
   7           40.71%        0.56%             35.54%       $ 13,554.02         $  74.29
   8           47.75%        0.56%             41.56%       $ 14,155.82         $  77.59
   9           55.13%        0.56%             47.84%       $ 14,784.33         $  81.03
  10           62.89%        0.56%             54.41%       $ 15,440.76         $  84.63
  TOTAL                                                                         $ 701.45
</TABLE>



                                                                  Appendix  | 29
<PAGE>

TO GET MORE INFORMATION

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

STATEMENT OF ADDITIONAL INFORMATION (SAI) - This tells you more about the
portfolio'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 portfolio, call (800) 231-8568, or contact DWS Investments at the address
listed below. SAIs and shareholder reports are also available through the DWS
Investments Web site at www.dws-investments.com. These documents and other
information about the portfolio 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 portfolio,
including the portfolio'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>
DWS INVESTMENTS      SEC                     DISTRIBUTOR
-----------------    --------------------    ------------------------------
<S>                  <C>                     <C>
PO Box 219153        100 F Street, N.E.      DWS Investments Distributors,
Kansas City, MO      Washington, D.C.        Inc.
64121-9153           20549-0102              222 South Riverside Plaza
WWW.DWS-             WWW.SEC.GOV             Chicago, IL 60606-5808
INVESTMENTS.COM      (800) SEC-0330          (800) 621-1148
(800) 231-8568
</TABLE>



<TABLE>
<S>                     <C>                         <C>
SEC FILE NUMBER:
Cash Account Trust        Money Market Portfolio    811-05970
</TABLE>



(08/01/09) CATP-1
[RECYCLE GRAPHIC APPEARS HERE]

<PAGE>

PROSPECTUS

August 1, 2009


SERVICE SHARES

MONEY MARKET PORTFOLIO

GOVERNMENT & AGENCY SECURITIES
PORTFOLIO

TAX-EXEMPT PORTFOLIO




PREMIER MONEY MARKET
SHARES

TREASURY PORTFOLIO

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     Money Market Portfolio
 10     Government & Agency
        Securities Portfolio
 16     Tax-Exempt Portfolio
 23     Treasury Portfolio
 28     Other Policies
 29     Who Manages and Oversees
        the Portfolios


</TABLE>
<TABLE>
<S>     <C>
 31     Financial Highlights

HOW TO INVEST IN THE PORTFOLIOS
 36     Policies You Should Know
        About
 47     Understanding Distributions
        and Taxes
 50     Appendix
</TABLE>

<PAGE>


<TABLE>
<S>                         <C>
                             Service Shares
  ticker symbol              CSAXX
    fund number              046

    MONEY MARKET PORTFOLIO


</TABLE>

            THE PORTFOLIO'S MAIN INVESTMENT STRATEGY

            The portfolio seeks maximum current income consistent with
            stability of capital.

            The portfolio pursues its objective by investing exclusively in
            high quality short-term securities, as well as certain repurchase
            agreements that are backed by high-quality securities.

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

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

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

            -  Portfolio securities are denominated in US dollars and have
               remaining maturities of 12 months or less at the time of
               purchase. The portfolio may also invest in securities that have
               the effect of reducing their maturities to 12 months or less at
               the time of purchase

            -  The portfolio 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;


                                                     Money Market Portfolio  | 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 portfolio may invest in high quality, short-term, US dollar
            denominated money market instruments paying a fixed, variable or
            floating interest rate. These include:

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

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

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

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

            The portfolio may buy securities from many types of issuers,
            including the US government, US and foreign banks, corporations and
            municipalities. The portfolio will normally invest at least 25% of
            its total assets in bank obligations.

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


4 | Money Market Portfolio
<PAGE>

            Working in consultation with portfolio management, a credit team
            screens potential securities and develops a list of those that the
            portfolio may buy. Portfolio management, looking for attractive
            yield and weighing considerations such as credit quality, economic
            outlooks and possible interest rate movements, then decides which
            securities on this list to buy. Portfolio management may adjust the
            portfolio'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 PORTFOLIO

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

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

            INTEREST RATE RISK. Money market instruments, like all debt
            securities, face the risk that the securities will decline in value
            because of changes in interest rates. Generally, investments
            subject to interest rate risk will decrease in value when interest
            rates rise and increase in value when interest rates decline. To
            reduce such price fluctuations, the portfolio limits the
            dollar-weighted average maturity of the securities held by the
            portfolio 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.


                                                     Money Market Portfolio  | 5
<PAGE>

            CREDIT RISK. A money market instrument's credit quality depends on
            the issuer's ability to pay interest on the security and repay the
            debt; the lower the credit rating, the greater the risk that the
            security's issuer will default, or fail to meet its payment
            obligations. The credit risk of a security may also depend on the
            credit quality of any bank or financial institution that provides
            credit enhancement for it. To reduce credit risk, the portfolio
            only buys high quality securities. Also, the portfolio only buys
            securities with remaining maturities of 12 months or less. This
            reduces the risk that the issuer's creditworthiness will change
            before such obligations are due, 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 portfolio invests in short-term
            securities, which by their nature are relatively stable
            investments, the risk remains that the securities in which the
            portfolio invests will not perform as expected. This could cause
            the portfolio's returns to lag behind those of similar money market
            mutual funds.

            REPURCHASE AGREEMENT RISK. A repurchase agreement exposes the
            portfolio to the risk that the party that sells the securities may
            default on its obligation to repurchase them. In this circumstance,
            the portfolio 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.

6 | Money Market Portfolio
<PAGE>

            The portfolio seeks to reduce this risk by monitoring the
            creditworthiness of the sellers with whom it enters into repurchase
            agreements. The portfolio 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.

            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 portfolio may have to
            reinvest the proceeds at lower interest rates. Thus, prepayment may
            reduce the portfolio'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 portfolio 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.


                                                     Money Market Portfolio  | 7
<PAGE>

THE PORTFOLIO'S PERFORMANCE HISTORY

While a portfolio'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 portfolio has varied from year
to year, which may give some idea of risk. The table shows how the portfolio's
returns over different periods average out. The "total return" of a portfolio
is the change in the value of an investment in the portfolio over a given
period. Average annual returns are calculated by averaging the year-by-year
returns of the portfolio over a given period. All figures include the effects
of the portfolio'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 portfolio over a seven-day period. This amount is then
annualized, which means that we assume the portfolio generates the same income
every week for a year. To learn the current yield, investors may call (800)
231-8568.

Money Market Portfolio

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

[BAR GRAPHIC OMITTED HERE]

[BAR GRAPHIC DATA]

<TABLE>
<S>       <C>       <C>       <C>       <C>       <C>       <C>       <C>       <C>     <C>
 4.38      5.63      3.33      0.73      0.18      0.36      2.27      4.11     4.45    2.07
1999      2000      2001      2002      2003      2004      2005      2006      2007    2008
</TABLE>





<TABLE>
<CAPTION>
2009 TOTAL RETURN AS OF JUNE 30: 0.07%
<S>                                        <C>
FOR THE PERIODS INCLUDED IN THE BAR CHART:
BEST QUARTER: 1.46%, Q3 2000               WORST QUARTER: 0.01%, Q4 2003
</TABLE>


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



<TABLE>
<CAPTION>
      1 YEAR           5 YEARS      10 YEARS
<S>                   <C>          <C>
       2.07              2.64         2.73
</TABLE>


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


 For more recent performance information, contact the financial services firm
 from which you obtained this prospectus.


8 | Money Market Portfolio
<PAGE>

HOW MUCH INVESTORS PAY


The table below describes the fees and expenses that you may pay if you buy and
hold portfolio 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                               0.16%
 Distribution (12b-1) Fee                     0.60
 Other Expenses                               0.30
 TOTAL ANNUAL OPERATING EXPENSES              1.06
</TABLE>



Based on the costs above, this example helps you compare the expenses of the
share class 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>
 $     108         $337         $585       $1,294
</TABLE>



                                                     Money Market Portfolio  | 9
<PAGE>


<TABLE>
<S>                                             <C>
                                                  Service Shares
  ticker symbol                                   CAGXX
    fund number                                   047

    GOVERNMENT & AGENCY SECURITIES PORTFOLIO


</TABLE>

            THE PORTFOLIO'S MAIN INVESTMENT STRATEGY

            The portfolio seeks to provide maximum current income
            consistent with stability of capital.

            The portfolio pursues its objective by investing in US Treasury
            bills, notes, bonds and other obligations issued or guaranteed by
            the US government, its agencies or instrumentalities and repurchase
            agreements backed by these securities. The portfolio may invest up
            to 10% of its total assets in other money market mutual funds in
            accordance with applicable regulations. The Board will provide
            shareholders with at least 60 days' notice prior to making any
            changes to the portfolio's policy of investing exclusively in these
            securities.

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

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

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


10 | Government & Agency Securities Portfolio
<PAGE>

            Principal investments

            The portfolio primarily invests in the following types of
            investments:

            -  US Treasury bills, notes, bonds and other obligations issued by
               the US government, its agencies and instrumentalities. For
               certain securities the US government guarantees the timely
               payment of interest and principal, but it does not guarantee the
               market value of these obligations.

            -  Repurchase agreements for which the portfolio buys securities at
               one price with a simultaneous agreement to sell back the
               securities at a future date at an agreed-upon price.

            The portfolio may invest in floating and variable rate instruments
            (obligations that do not bear interest at fixed rates).

            Working in consultation with portfolio management, a credit team
            screens potential securities and develops a list of those that the
            portfolio may buy. Portfolio management, looking for attractive
            yield and weighing considerations such as credit quality, economic
            outlooks and possible interest rate movements, then decides which
            securities on this list to buy. Portfolio management may adjust the
            portfolio'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 PORTFOLIO

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

            MONEY MARKET FUND RISK. An investment in the portfolio is not
            insured or guaranteed by the FDIC or any other government agency.
            Although the portfolio 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 portfolio. The share
            price of money market funds can fall below the $1.00 share price.
            You should not rely on or expect the Advisor to enter into support
            agreements or take other actions to maintain the portfolio's $1.00
            share price. The credit quality of the portfolio's holdings can
            change rapidly in certain markets, and the default of a single
            holding could have an


                                  Government & Agency Securities Portfolio  | 11
<PAGE>

            adverse impact on the portfolio's share price. The portfolio's
            share price can also be negatively affected during periods of high
            redemption pressures and/or illiquid markets. The actions of a few
            large investors in the portfolio may have a significant adverse
            effect on the share price of the portfolio.

            INTEREST RATE RISK. Money market instruments, like all debt
            securities, face the risk that the securities will decline in value
            because of changes in interest rates. Generally, investments
            subject to interest rate risk will decrease in value when interest
            rates rise and increase in value when interest rates decline. To
            reduce such price fluctuations, the portfolio limits the
            dollar-weighted average maturity of the securities held by the
            portfolio 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. Because of the portfolio's high credit
            standards, its yield may be lower than the yields of money funds
            that do not limit their investments to US government and agency
            securities.

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

            REPURCHASE AGREEMENT RISK. A repurchase agreement exposes the
            portfolio to the risk that the party that sells the securities may
            default on its obligation to repurchase them. In this circumstance,
            the portfolio 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.

12 | Government & Agency Securities Portfolio
<PAGE>

            The portfolio seeks to reduce this risk by monitoring the
            creditworthiness of the sellers with whom it enters into repurchase
            agreements. The portfolio 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.

            CREDIT RISK. If a portfolio security declines in credit quality or
            goes into default, it could hurt the portfolio's performance.
            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.
            Other securities are backed by the full faith and credit of the US
            government.


                                  Government & Agency Securities Portfolio  | 13
<PAGE>

THE PORTFOLIO'S PERFORMANCE HISTORY

While a portfolio'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 portfolio has varied from year
to year, which may give some idea of risk. The table shows how the portfolio's
returns over different periods average out. The "total return" of a portfolio
is the change in the value of an investment in the portfolio over a given
period. Average annual returns are calculated by averaging the year-by-year
returns of the portfolio over a given period. All figures include the effects
of the portfolio'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 portfolio over a seven-day period. This amount is then
annualized, which means that we assume the portfolio generates the same income
every week for a year. To learn the current yield, investors may call (800)
231-8568.

Government & Agency Securities Portfolio

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

[BAR GRAPHIC OMITTED HERE]

[BAR GRAPHIC DATA]

<TABLE>
<S>       <C>       <C>       <C>       <C>       <C>       <C>       <C>       <C>       <C>
 4.21      5.49      3.18      0.77      0.15      0.19      2.23      4.10     4.29      1.56
1999      2000      2001      2002      2003      2004      2005      2006      2007      2008
</TABLE>





<TABLE>
<CAPTION>
2009 TOTAL RETURN AS OF JUNE 30: 0.01%
<S>                                        <C>
FOR THE PERIODS INCLUDED IN THE BAR CHART:
BEST QUARTER: 1.43%, Q3 2000               WORST QUARTER: 0.01%, Q2 2004
</TABLE>


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



<TABLE>
<CAPTION>
      1 YEAR           5 YEARS      10 YEARS
<S>                   <C>          <C>
       1.56             2.46         2.60
</TABLE>


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


 For more recent performance information, contact the financial services firm
 from which you obtained this prospectus.


14 | Government & Agency Securities Portfolio
<PAGE>

HOW MUCH INVESTORS PAY


The table below describes the fees and expenses that you may pay if you buy and
hold portfolio 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                             0.05%
 Distribution (12b-1) Fee                     0.60
 Other Expenses 2                             0.39
 TOTAL ANNUAL OPERATING EXPENSES              1.04
</TABLE>


1    The Advisor has agreed to reduce its management fee such that after
     allocation of the fee to each series of Cash Account Trust the amount
     payable by Government & Agency Securities Portfolio is limited to 0.050% of
     its average daily net assets.

2    "Other Expenses" include an administrative services fee paid to the Advisor
     in the amount of 0.10% of average daily net assets.

Based on the costs above, this example helps you compare the expenses of the
share class 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>
 $106              $331         $574       $1,271
</TABLE>



                                  Government & Agency Securities Portfolio  | 15
<PAGE>


<TABLE>
<S>                         <C>
                              Service Shares
  ticker symbol               CHSXX
    fund number               448

    TAX-EXEMPT PORTFOLIO


</TABLE>

            THE PORTFOLIO'S MAIN INVESTMENT STRATEGY

            The portfolio seeks to provide maximum current income that is
            exempt from federal income taxes to the extent consistent with
            stability of capital.

            The portfolio pursues its objective by investing in high quality,
            short-term municipal obligations.

            The portfolio normally invests at least 80% of its net assets in
            municipal securities, the income from which is free from regular
            federal income tax and alternative minimum tax (AMT). This policy
            is fundamental and may not be changed without shareholder approval.


            This portfolio is designed for investors in a moderate to high tax
            bracket who are interested in federal tax-free income along with
            the liquidity and stability that a money fund is designed to offer.


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

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

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

            -  Portfolio securities are denominated in US dollars and have
               remaining maturities of 397 days (about 13 months) or less at
               the time of purchase. The portfolio 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.


16 | Tax-Exempt Portfolio
<PAGE>

            -  The portfolio buys short-term municipal 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;

               - 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 two
                 highest long-term rating categories by a NRSRO, or are deemed
                 by the Advisor to be of comparable quality.


            Principal investments

            The portfolio primarily invests in the following types of
            investments:

            -  Municipal trust receipts ("MTRs"). MTRs are sometimes called
               municipal asset-backed securities, synthetic short-term
               derivatives, floating rate trust certificates, or municipal
               securities trust receipts. MTRs are typically structured by a
               bank, broker-dealer or other financial institution by depositing
               municipal securities into a trust or partnership coupled with a
               conditional right to sell, or put, the holder's interest in the
               underlying securities at par plus accrued interest to a
               financial institution. MTRs may be issued as fixed or variable
               rate instruments. These trusts are organized so that the
               purchaser of the MTR is considered to be investing in the
               underlying municipal securities. This structure is intended to
               allow the tax-exempt status of interest generated by the
               underlying asset to pass through to the purchaser. The portfolio
               may invest up to 50% of its net assets in MTRs. An additional
               10% of the portfolio's net assets may be invested in MTRs on a
               temporary basis at the Advisor's discretion to manage inflows
               into the portfolio.

            -  General obligation notes and bonds, which an issuer backs with
               its full faith and credit. That means the government entity will
               repay the bond out of its general tax revenues.

                                                      Tax-Exempt Portfolio  | 17
<PAGE>

            -  Revenue notes and bonds, which are payable from specific revenue
            sources. These are often tied to the public works projects the
            bonds are financing, but are not generally backed by the issuer's
            taxing power.

            -  Tax-exempt commercial paper, which is tax-exempt debt of
               borrowers that typically matures in 270 days or less.

            -  Short-term municipal notes, such as tax anticipation notes, that
               are issued in anticipation of the receipt of tax revenues.

            -  Municipal obligations backed by letters of credit (a document
               issued by a bank guaranteeing the issuer's payments for a stated
               amount), general bank guarantees or municipal bond insurance.

            -  Floating rate bonds, whose interest rates vary with changes in
               specified market rates or indices. The portfolio may invest in
               high quality floating rate bonds with maturities of one year or
               more if it has the right to sell them back at their face value
               within 397 days of purchase.

            -  Tax-exempt private activity bonds, which are revenue bonds that
               finance non-governmental activities, such as private industry
               construction and which meet certain tax law requirements.

            Working in consultation with portfolio management, a credit team
            screens potential securities and develops a list of those that the
            portfolio may buy. Portfolio management, looking for attractive
            yield and weighing considerations such as credit quality, economic
            outlooks and possible interest rate movements, then decides which
            securities on this list to buy. Portfolio management may adjust the
            portfolio'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 PORTFOLIO

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

            MONEY MARKET FUND RISK. An investment in the portfolio is not
            insured or guaranteed by the FDIC or any other government agency.
            Although the portfolio seeks to preserve the value of your
            investment at $1.00 per share, this share


18 | Tax-Exempt Portfolio
<PAGE>

            price isn't guaranteed and you could lose money by investing in the
            portfolio. The share price of money market funds can fall below the
            $1.00 share price. You should not rely on or expect the Advisor to
            enter into support agreements or take other actions to maintain the
            portfolio's $1.00 share price. The credit quality of the
            portfolio's holdings can change rapidly in certain markets, and the
            default of a single holding could have an adverse impact on the
            portfolio's share price. The portfolio's share price can also be
            negatively affected during periods of high redemption pressures
            and/or illiquid markets. The actions of a few large investors in
            the portfolio may have a significant adverse effect on the share
            price of the portfolio.

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

            CREDIT RISK. A money market instrument's credit quality depends on
            the issuer's ability to pay interest on the security and repay the
            debt; the lower the credit rating, the greater the risk that the
            security's issuer will default, or fail to meet its payment
            obligations. The credit risk of a security may also depend on the
            credit quality of any bank or financial institution that provides
            credit enhancement for it. To reduce credit risk, the portfolio
            only buys high quality securities. Also, the portfolio only buys
            securities with remaining maturities of 397 days (about 13 months)
            or less. This reduces the risk that the issuer's creditworthiness
            will change before such obligations are due, or that the issuer
            will default on the principal and interest payments of the
            obligation.

            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. In addition, the municipal securities market is
            narrower, less liquid and has fewer investors than the taxable
            market.


                                                      Tax-Exempt Portfolio  | 19
<PAGE>

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

            MUNICIPAL TRUST RECEIPTS RISK. The portfolio's investment in MTRs
            is subject to similar risks as other investments in debt
            obligations, including interest rate risk, credit risk and security
            selection risk. Additionally, investments in MTRs raise certain tax
            issues that may not be presented by direct investments in municipal
            bonds. There is some risk that certain issues could be resolved in
            a manner that could adversely impact the performance of the
            portfolio.

            SPECIAL TAX RISKS. Political or legal actions could change the
            tax-exempt status of the portfolio's dividends. Also, to the extent
            that the portfolio invests in taxable securities, a portion of its
            income would be subject to regular federal income taxation.

            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 portfolio may have to
            reinvest the proceeds at lower interest rates. Thus, prepayment may
            reduce the portfolio'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.

            TEMPORARY DEFENSIVE POSITION. In response to adverse political,
            economic or market events, the portfolio may adopt a temporary
            defensive position in which it places more than 20% of the
            portfolio's assets in high quality money market investments that
            are subject to federal income tax. To the extent that the portfolio
            might do so, it may not meet its goal of a high level of current
            tax-free income.


20 | Tax-Exempt Portfolio
<PAGE>

THE PORTFOLIO'S PERFORMANCE HISTORY

While a portfolio'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 portfolio has varied from year
to year, which may give some idea of risk. The table shows how the portfolio's
returns over different periods average out. The "total return" of a portfolio
is the change in the value of an investment in the portfolio over a given
period. Average annual returns are calculated by averaging the year-by-year
returns of the portfolio over a given period. All figures include the effects
of the portfolio'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 portfolio over a seven-day period. This amount is then
annualized, which means that we assume the portfolio generates the same income
every week for a year. To learn the current yield, investors may call (800)
231-8568.

In the bar chart and the table, the performance figures prior to May 13, 2005
are based on the historical performance of the portfolio's DWS Tax-Exempt Cash
Institutional Shares adjusted to reflect the higher total annual operating
expenses of Service Shares. Although the portfolio's DWS Tax-Exempt Cash
Institutional Shares are not offered in this prospectus, they are invested in
the same portfolio and the annual total returns differ to the extent that the
classes have different fees and expenses.

Tax-Exempt Portfolio

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

[BAR GRAPHIC OMITTED HERE]

[BAR GRAPHIC DATA]

<TABLE>
<S>       <C>       <C>     <C>     <C>     <C>     <C>     <C>     <C>
 3.23      1.88     0.45    0.10    0.26    1.44    2.47    2.70     1.38
2000      2001      2002    2003    2004    2005    2006    2007    2008
</TABLE>





<TABLE>
<CAPTION>
2009 TOTAL RETURN AS OF JUNE 30: 0.01%
<S>                                        <C>
FOR THE PERIODS INCLUDED IN THE BAR CHART:
BEST QUARTER: 0.85%, Q4 2000               WORST QUARTER: 0.01%, Q3 2003
</TABLE>


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



<TABLE>
<CAPTION>
      1 YEAR          5 YEARS      SINCE INCEPTION*
<S>                  <C>          <C>
            1.38         1.65             1.56
</TABLE>


 *   Commencement of operations for the portfolio's DWS Tax-Exempt Cash
     Institutional Shares was on November 17, 1999.


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


 For more recent performance information, contact the financial services firm
 from which you obtained this prospectus.


                                                      Tax-Exempt Portfolio  | 21
<PAGE>

HOW MUCH INVESTORS PAY


The table below describes the fees and expenses that you may pay if you buy and
hold portfolio 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                               0.06%
 Distribution (12b-1) Fee                     0.60
 Other Expenses1                              0.40
 TOTAL ANNUAL OPERATING EXPENSES              1.06
</TABLE>


1    "Other Expenses" include an administrative services fee paid to the Advisor
     in the amount of 0.10% of average daily net assets.

Based on the costs above, this example helps you compare the expenses of the
share class 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>
 $108              $337         $585       $1,294
</TABLE>



22 | Tax-Exempt Portfolio
<PAGE>


<TABLE>
<S>                       <C>
                            Premier Money
                            Market Shares
  ticker symbol             ITRXX
    fund number             343

    TREASURY PORTFOLIO


</TABLE>

            THE PORTFOLIO'S MAIN INVESTMENT STRATEGY

            The portfolio seeks to provide maximum current income
            consistent with stability of capital.

            The portfolio pursues its objective by investing in short-term US
            Treasury securities paying a fixed, variable or floating interest
            rate and in repurchase agreements backed by US Treasury securities.
            The timely payment of principal and interest on these securities is
            guaranteed by the full faith and credit of the US government. The
            portfolio may invest in floating and variable rate instruments
            (obligations that do not bear interest at fixed rates). The
            portfolio may invest up to 10% of its total assets in other money
            market mutual funds in accordance with applicable regulations.
            However, everything the portfolio buys must meet the rules for
            money market portfolio investments. The Board will provide
            shareholders with at least 60 days' notice prior to making any
            changes to the portfolio's policy of investing exclusively in these
            securities.

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

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

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


                                                        Treasury Portfolio  | 23
<PAGE>

            Principal investments

            The portfolio invests in the following types of investments:

            -  US Treasury obligations, either directly or through repurchase
               agreements. In a repurchase agreement, the portfolio buys
               securities at one price with a simultaneous agreement to sell
               back the securities at a future date at an agreed-upon price.

            Income paid on US Treasury securities is usually free from state
            and local income taxes and, for most portfolio shareholders, the
            bulk of portfolio distributions will be free from these taxes as
            well (although not from federal income tax).

            Working in consultation with portfolio management, a credit team
            screens potential securities and develops a list of those that the
            portfolio may buy. Portfolio management, looking for attractive
            yield and weighing considerations such as credit quality, economic
            outlooks and possible interest rate movements, then decides which
            securities on this list to buy. Portfolio management may adjust the
            portfolio'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 PORTFOLIO

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

            MONEY MARKET FUND RISK. An investment in the portfolio is not
            insured or guaranteed by the FDIC or any other government agency.
            Although the portfolio 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 portfolio. The share
            price of money market funds can fall below the $1.00 share price.
            You should not rely on or expect the Advisor to enter into support
            agreements or take other actions to maintain the portfolio's $1.00
            share price. The credit quality of the portfolio's holdings can
            change rapidly in certain markets, and the default of a single
            holding could have an adverse impact on the portfolio's share
            price. The portfolio's


24 | Treasury Portfolio
<PAGE>

            share price can also be negatively affected during periods of high
            redemption pressures and/or illiquid markets. The actions of a few
            large investors in the portfolio may have a significant adverse
            effect on the share price of the portfolio.

            INTEREST RATE RISK. Money market instruments, like all debt
            securities, face the risk that the securities will decline in value
            because of changes in interest rates. Generally, investments
            subject to interest rate risk will decrease in value when interest
            rates rise and increase in value when interest rates decline. To
            reduce such price fluctuations, the portfolio limits the
            dollar-weighted average maturity of the securities held by the
            portfolio 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. Because of the portfolio's high credit
            standards, its yield may be lower than the yields of money funds
            that do not limit their investments to US Treasury securities.

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

            REPURCHASE AGREEMENT RISK. A repurchase agreement exposes the
            portfolio to the risk that the party that sells the securities may
            default on its obligation to repurchase them. In this circumstance,
            the portfolio 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 portfolio seeks to reduce this risk by monitoring the
            creditworthiness of the sellers with whom it enters into repurchase
            agreements. The portfolio 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.


                                                        Treasury Portfolio  | 25
<PAGE>

THE PORTFOLIO'S PERFORMANCE HISTORY

While a portfolio'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 portfolio has varied from year
to year, which may give some idea of risk. The table shows how the portfolio's
returns over different periods average out. The "total return" of a portfolio
is the change in the value of an investment in the portfolio over a given
period. Average annual returns are calculated by averaging the year-by-year
returns of the portfolio over a given period. All figures include the effects
of the portfolio'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 portfolio over a seven-day period. This amount is then
annualized, which means that we assume the portfolio generates the same income
every week for a year. To learn the current yield, investors may call (800)
231-8568.

Treasury Portfolio

ANNUAL TOTAL RETURN (%) AS OF 12/31 EACH YEAR - Premier Money Market Shares

[BAR GRAPHIC OMITTED HERE]

[BAR GRAPHIC DATA]


<TABLE>
<S>       <C>       <C>     <C>     <C>     <C>     <C>     <C>
 2.98      0.82     0.21    0.36    2.19    4.04    4.02    1.09
2001      2002      2003    2004    2005    2006    2007    2008
</TABLE>





<TABLE>
<CAPTION>
2009 TOTAL RETURN AS OF JUNE 30: 0.01%
<S>                                        <C>
FOR THE PERIODS INCLUDED IN THE BAR CHART:
BEST QUARTER: 1.21%, Q1 2001               WORST QUARTER: 0.01%, Q1 2004
</TABLE>


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



<TABLE>
<CAPTION>
      1 YEAR          5 YEARS      SINCE INCEPTION*
<S>                  <C>          <C>
       1.09             2.33             2.23
</TABLE>


     *   Commencement of operations was on April 28, 2000.


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


 For more recent performance information, contact the financial services firm
 from which you obtained this prospectus.


26 | Treasury Portfolio
<PAGE>

HOW MUCH INVESTORS PAY


The table below describes the fees and expenses that you may pay if you buy and
hold portfolio 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 portfolio assets
______________________________________       _____
 Management Fee                               0.05%
 Distribution/Service (12b-1) Fee             0.25
 Other Expenses 1                             0.63
 TOTAL ANNUAL OPERATING EXPENSES 2            0.93
</TABLE>


1    "Other Expenses" include an administrative services fee paid to the Advisor
     in the amount of 0.10% of average daily net assets.

2    Through May 20, 2010, the Advisor has contractually agreed to waive all or
     a portion of its management fee and reimburse or pay certain operating
     expenses of the portfolio to the extent necessary to maintain the
     portfolio's Premier Money Market Shares total annual operating expenses at
     0.98% of average daily net assets, excluding certain expenses such as
     extraordinary expenses, taxes, brokerage and interest.

Based on the costs above, this example helps you compare the expenses of the
share class 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>
 $95               $296         $515       $1,143
</TABLE>



                                                        Treasury Portfolio  | 27
<PAGE>

OTHER POLICIES

           Although major changes tend to be infrequent, for Government &
           Agency Securities Portfolio, Tax-Exempt Portfolio and Treasury
           Portfolio, a portfolio's Board could change the portfolio's
           investment objective without shareholder approval. Shareholders of
           Money Market Portfolio must approve any change to the portfolio's
           investment objective and policies, except for those policies
           designated as nonfundamental.

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

           If you want more information on each portfolio'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 a portfolio will
           achieve its objective.

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


28 | Other Policies
<PAGE>

WHO MANAGES AND OVERSEES THE PORTFOLIOS


           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 each portfolio. Under the
           oversight of the Board, the Advisor makes investment decisions, buys
           and sells securities for each portfolio and conducts research that
           leads to these purchase and sale decisions. The Advisor provides a
           full range of global investment advisory services to institutional
           and retail clients.

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

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

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


                                   Who Manages and Oversees the Portfolios  | 29
<PAGE>

           MANAGEMENT FEE. The Advisor receives a management fee from each
           portfolio. Below are the actual rates paid by each portfolio for the
           most recent fiscal year, as a percentage of each portfolio's average
           daily net assets.


<TABLE>
<CAPTION>
FUND NAME                                                  FEE PAID
<S>                                                      <C>
           Money Market Portfolio                           0.16%
           Government & Agency Securities Portfolio         0.05%*
           Tax-Exempt Portfolio                             0.06%
           Treasury Portfolio                               0.06%
</TABLE>


           *   Reflecting the effect of expense limitations and/or fee waivers
               then in effect.

           The management fee paid for the last fiscal year includes the
           effect of approved fee changes that took effect on May 1, 2008
           for Treasury Portfolio.

           The management fee for Government & Agency Securities Portfolio,
           Money Market Portfolio and Tax-Exempt Portfolio, each a series of
           Cash Account Trust, is computed based on the combined average daily
           net assets of the portfolios and allocated among each portfolio
           based upon the relative net assets of each portfolio.


           The Advisor has agreed to reduce its management fee such that after
           allocation of the fee to each series of Cash Account Trust, the
           amount payable by Cash Account Trust - Government & Agency
           Securities Portfolio will be limited to 0.050% of the average daily
           net assets of Cash Account Trust - Government & Agency Securities
           Portfolio.

           A discussion regarding the basis for the Board's approval of each
           portfolio's investment management agreement is contained in the most
           recent shareholder report for the semiannual period ended October 31
           (September 30 for Treasury Portfolio) (see "Shareholder reports" on
           the back cover).

           Under a separate administrative services agreement between
           Government & Agency Securities Portfolio, Tax-Exempt Portfolio and
           Treasury Portfolio and the Advisor, each portfolio pays the Advisor
           a fee for providing most of each portfolio's administrative
           services. Under its investment management agreement, Money Market
           Portfolio pays the Advisor for providing most of its administrative
           services.


           Portfolio management

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


30 | Who Manages and Oversees the Portfolios
<PAGE>

FINANCIAL HIGHLIGHTS

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


Money Market Portfolio - Service Shares


<TABLE>
<CAPTION>
YEARS ENDED APRIL 30,                  2009          2008           2007          2006          2005
<S>                                 <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
--------------------------------     -------       -------       --------       -------       -------
  Net investment income                  .012          .038           .043          .029          .008
________________________________     ________      ________      _________      ________      ________
  Less distributions from net
  investment income                   ( .012)       ( .038)       (  .043)       ( .029)       ( .008)
--------------------------------     --------      --------      ---------      --------      --------
NET ASSET VALUE, END OF
PERIOD                               $  1.00       $  1.00       $   1.00       $  1.00       $  1.00
--------------------------------     --------      --------      ---------      --------      --------
Total Return (%)a                       1.21          3.91           4.38          2.97           .82
--------------------------------     --------      --------      ---------      --------      --------
RATIOS TO AVERAGE NET ASSETS AND SUPPLEMENTAL DATA
-----------------------------------------------------------------------------------------------------------
Net assets, end of period
($ millions)                           1,136         1,249          1,097           882           .4
________________________________     ________      ________      _________      ________      ________
Ratio of expenses before
expense reductions (%)                  1.06          1.06           1.08          1.08          1.07
________________________________     ________      ________      _________      ________      ________
Ratio of expenses after
expense reductions (%)                  1.00          1.02           1.00          1.00          1.05
________________________________     ________      ________      _________      ________      ________
Ratio of net investment
income (%)                              1.16          3.79           4.28          2.99           .89
--------------------------------     --------      --------      ---------      --------      --------
</TABLE>


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

                                                      Financial Highlights  | 31
<PAGE>

Government & Agency Securities Portfolio - Service Shares


<TABLE>
<CAPTION>
YEARS ENDED APRIL 30,                    2009           2008          2007          2006          2005
<S>                                 <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
--------------------------------       -------        -------       -------       -------       -------
  Net investment income                    .007           .036          .043          .029          .006
________________________________       ________       ________      ________      ________      ________
  Less distributions from net
  investment income                     ( .007)        ( .036)       ( .043)       ( .029)       ( .006)
--------------------------------       --------       --------      --------      --------      --------
NET ASSET VALUE, END OF
PERIOD                                 $  1.00        $  1.00       $  1.00       $  1.00       $  1.00
--------------------------------       --------       --------      --------      --------      --------
Total Return (%)a                          .73           3.66          4.36          2.95           .64
--------------------------------       --------       --------      --------      --------      --------
RATIOS TO AVERAGE NET ASSETS AND SUPPLEMENTAL DATA
-------------------------------------------------------------------------------------------------------------
Net assets, end of period
($ millions)                               152            100            53            45           .3
________________________________       ________       ________      ________      ________      ________
Ratio of expenses before
expense reductions (%)                    1.04           1.05          1.09          1.06          1.32
________________________________       ________       ________      ________      ________      ________
Ratio of expenses after
expense reductions (%)                     .93           1.02          1.00          1.00          1.24
________________________________       ________       ________      ________      ________      ________
Ratio of net investment
income (%)                              .65b             3.43          4.28          2.94           .66
--------------------------------       --------       --------      --------      --------      --------
</TABLE>


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

b    Due to the timing of the subscriptions and redemptions, the amount shown
     does not correspond to the total return during the period.


32 | Financial Highlights
<PAGE>

Tax-Exempt Portfolio - Service Shares


<TABLE>
<CAPTION>
YEARS ENDED APRIL 30,                        2009          2008          2007          2006a
<S>                                       <C>           <C>           <C>           <C>
SELECTED PER SHARE DATA
--------------------------------------------------------------------------------------------
NET ASSET VALUE, BEGINNING OF PERIOD       $  1.00       $  1.00       $  1.00        $ 1.00
--------------------------------------     -------       -------       -------        ------
  Net investment income                        .008          .024          .026          .017
______________________________________     ________      ________      ________       _______
  Less distributions from net
  investment income                         ( .008)       ( .024)       ( .026)       ( .017)
--------------------------------------     --------      --------      --------       -------
NET ASSET VALUE, END OF PERIOD             $  1.00       $  1.00       $  1.00        $ 1.00
--------------------------------------     --------      --------      --------       -------
Total Return (%)b                              .82          2.38          2.64          1.75**
--------------------------------------     --------      --------      --------       -------

RATIOS TO AVERAGE NET ASSETS AND SUPPLEMENTAL DATA
------------------------------------------------------------------     --------       -------
Net assets, end of period
($ millions)                                    62            76            18            21
_______________________________________    ________      ________      ________       _______
Ratio of expenses before expense
reductions (%)                                1.06          1.05          1.05          1.06*
_______________________________________    ________      ________      ________       _______
Ratio of expenses after expense
reductions (%)                                 .97          1.00          1.00          1.00*
_______________________________________    ________      ________      ________       _______
Ratio of net investment income (%)             .81          2.32          2.61          1.77*
---------------------------------------    --------      --------      --------       -------
</TABLE>


a    For the period from May 18, 2005 (commencement of operations) to April 30,
     2006.

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

*   Annualized

**   Not annualized

                                                      Financial Highlights  | 33
<PAGE>

Treasury Portfolio - Premier Money Market Shares


<TABLE>
<CAPTION>
YEARS ENDED MARCH 31,                   2009             2008             2007             2006           2005
<S>                                 <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
--------------------------------      -------          -------          -------          -------        -------
  Net investment income                   .006             .034             .042             .027           .007
________________________________      ________         ________         ________         ________       ________
  Less distributions from net
  investment income                    ( .006)          ( .034)          ( .042)          ( .027)        ( .007)
________________________________      ________         ________         ________         ________       ________
NET ASSET VALUE, END OF
PERIOD                                $  1.00          $  1.00          $  1.00          $  1.00        $  1.00
--------------------------------      --------         --------         --------         --------       --------
Total Return (%)                        .61a              3.41           4.26a            2.71a           .68a
--------------------------------      --------         --------         --------         --------       --------

RATIOS TO AVERAGE NET ASSETS AND SUPPLEMENTAL DATA
---------------------------------------------------------------------------------------------------------------------
Net assets, end of period
($ millions)                              168               98               55              102             34
________________________________      ________         ________         ________         ________       ________
Ratio of expenses before
expense reductions (%)                    .93              .92             1.19             1.15           1.25
________________________________      ________         ________         ________         ________       ________
Ratio of expenses after
expense reductions (%)                    .64              .92              .98              .98            .99
________________________________      ________         ________         ________         ________       ________
Ratio of net investment
income (%)                              .39b            3.21b              4.15           2.82b             .66
--------------------------------      --------         --------         --------         --------       --------
</TABLE>


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

b   Due to the timing of the subscriptions and redemptions, the amount shown
    does not correspond to the total return during the period.

34 | Financial Highlights
<PAGE>

HOW TO INVEST IN THE PORTFOLIOS
The following pages describe the main POLICIES associated with buying and
selling shares of each portfolio. There is also information on DIVIDENDS AND
TAXES and other matters that may affect you as the shareholder.

Because each portfolio is available only through a FINANCIAL ADVISOR, such as a
broker or financial institution, you should contact a representative of your
financial advisor for instructions on how to buy or sell portfolio shares.
<PAGE>

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 a portfolio. Please note
           that a financial advisor may charge fees separate from those charged
           by a portfolio and may be compensated by a portfolio.

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

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


           Financial intermediary support payments

           The Advisor, DWS Investments Distributors, Inc. (the "Distributor")
           and/or their affiliates may pay additional compensation, out of
           their own assets and not as an additional charge to each portfolio,
           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 portfolio 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 each portfolio, any
           record keeping/sub-transfer agency/networking fees payable by each
           portfolio (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


36 | Policies You Should Know About
<PAGE>

           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 a portfolio with "shelf space" or
           access to a third party platform or portfolio offering list or other
           marketing programs, including, without limitation, inclusion of the
           portfolio 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
           portfolio attributable to the financial advisor, the particular
           portfolio or portfolio 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 each portfolio serviced and maintained by the financial
           advisor, .05% to .25% of sales of each portfolio 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 each portfolio or of any particular share class of each
           portfolio. 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


                                            Policies You Should Know About  | 37
<PAGE>

           each portfolio. Additional information regarding these revenue
           sharing payments is included in each portfolio's Statement of
           Additional Information, which is available to you on request at no
           charge (see the back cover of this prospectus for more information
           on how to request a copy of the Statement of Additional
           Information).

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

           It is likely that broker-dealers that execute portfolio transactions
           for each portfolio 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 each portfolio. 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.


           Rule 12b-1 Plan

           Service Shares of Money Market Portfolio, Government & Agency
           Securities Portfolio and Tax-Exempt Portfolio have each adopted a
           plan under Rule 12b-1 that authorizes the payment of an annual
           distribution fee, payable monthly, of 0.60% of each portfolio's
           average daily net assets attributable to such portfolio's shares.
           Treasury Portfolio's Premier Money Market Shares have adopted a plan
           under Rule 12b-1 that authorizes the payment of an annual
           distribution/service fee, payable monthly, of 0.25% of the
           portfolio's average daily net assets attributable to


38 | Policies You Should Know About
<PAGE>

           the portfolio's shares. Because 12b-1 fees are paid out of a
           portfolio's assets attributable to a particular share class on an
           ongoing basis, they will, over time, increase the cost of an
           investment in that share class and may cost more than paying other
           types of sales charges.


           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 each portfolio, then we may reject your application and order.

           Each portfolio 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 each portfolio, after a reasonable effort to do so,
           you will receive written notification.

           With certain limited exceptions, only US residents may invest in
           each portfolio.


                                            Policies You Should Know About  | 39
<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.

           YOUR FINANCIAL ADVISOR MAY SET ITS OWN MINIMUM INVESTMENTS, although
           those set by each portfolio are as follows:

           -  Minimum initial investment: $1,000

           -  Minimum additional investment: $100

           -  Minimum investment with an automatic investment plan: $50

           SUB-MINIMUM BALANCES. Each portfolio may close your account and send
           you the proceeds if your balance falls below $1,000; we will give
           you 60 days' notice so you can either increase your balance or close
           your account (this policy doesn't apply to most retirement accounts
           or if you have an automatic investment plan).

           TRANSACTION PROCESSING. 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 4:00
           p.m. Eastern time (3:00 p.m. Eastern time for Tax-Exempt Portfolio),
           it will normally receive the dividend for that day.

           Shareholders known to the portfolio may notify the transfer agent in
           advance of their wire transfer purchase by calling the transfer
           agent prior to the 4:00 p.m. Eastern time (3:00 p.m. Eastern time
           for Tax-Exempt Portfolio) cut-off time and providing the amount of
           the order. The investor will receive a confirmation number for the
           trade. If the portfolio 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 portfolio 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


40 | Policies You Should Know About
<PAGE>

           from their account or otherwise. The portfolio's Distributor may
           refuse to allow any investor to trade with the portfolio 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 a portfolio or its agents have
           incurred.

           Please contact your financial advisor for wire instructions and
           purchase orders.

           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 a
           portfolio receives the payment (typically the next business day).
           For redemptions processed via Fund/SERV, you generally will receive
           dividends accrued up to, but not including, the business day that
           payment for your shares is made.

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

           In order to receive proceeds by wire, contact the transfer agent
           before 4:00 p.m. Eastern time (3:00 p.m. Eastern time for Tax-Exempt
           Portfolio). After you inform the transfer agent of the amount of
           your redemption, you will receive a trade confirmation number. If a
           portfolio receives a sell request before 4:00 p.m. Eastern time
           (3:00 p.m. Eastern time for Tax-Exempt Portfolio) 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


                                            Policies You Should Know About  | 41
<PAGE>

           conditions. A request for a same day wire that is received earlier
           in the day will be given priority over a request received later in
           the day in the event that it is necessary to limit the amount of
           same day wire redemptions.

           CHECKWRITING enables you to sell shares of the portfolio by writing
           a check. Your investment keeps earning dividends until your check
           clears. Please note that we will not accept checks for less than
           $250. Please note that you should not write checks for more than
           $5,000,000. 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.

           EACH PORTFOLIO 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
           portfolio 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 portfolio sending you
           the first portfolio account statement on which an improper charge
           appears.

           EACH PORTFOLIO DOES NOT ISSUE SHARE CERTIFICATES.

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


42 | Policies You Should Know About
<PAGE>

           SIGNATURE GUARANTEE. When you want to sell more than $100,000 worth
           of shares or send proceeds to a third party or to a new address,
           you'll usually need to place your order in writing and include a
           signature guarantee. However, if you want money transferred
           electronically 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. We require
           stamps from members of a medallion signature guarantee program. A
           notary cannot be accepted in lieu of a signature guarantee.

           SELLING SHARES OF TRUST ACCOUNTS AND BUSINESS OR ORGANIZATION
           ACCOUNTS may require additional documentation. Please call (800)
           231-8568 or contact your financial advisor for more information.

           MONEY FROM SHARES YOU SELL is sent out within one business day of
           the business day that your redemption order is effective except as
           discussed below, although for Tax-Exempt Portfolio it could be
           delayed for up to seven days. It could be longer when you are
           selling shares you bought recently by check or ACH (the funds will
           be placed under a 10 calendar day hold to ensure good funds) or when
           unusual circumstances prompt the SEC to allow further delays.
           Certain expedited redemption processes (e.g., redemption proceeds by
           wire) may also be delayed or unavailable when you are selling shares
           recently purchased or in the event of the closing of the Federal
           Reserve wire payment system. Each portfolio 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 a portfolio or the fair
           determination of the value of a portfolio's net assets not
           reasonably practicable; or 4) the SEC, by order, permits the
           suspension of the right of redemption. Redemption


                                            Policies You Should Know About  | 43
<PAGE>

           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 each portfolio, please see "Other rights we
           reserve."

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

           IF YOUR SHARES ARE REGISTERED DIRECTLY with a portfolio's transfer
           agent, you can sell them by sending a written request (with a
           signature guarantee) to:

           DWS Investments Service Company
           Attention: Transaction Processing
           P.O. Box 219557
           Kansas City, MO 64121

           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 each portfolio and, accordingly, the Board of
           each portfolio has not approved any policies and procedures designed
           to limit this activity. However, each portfolio reserves the right
           to and may reject or cancel a purchase or exchange order into a
           portfolio 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 DWS fund.


           How each portfolio calculates share price

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


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


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

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


44 | Policies You Should Know About
<PAGE>

           EACH PORTFOLIO IS OPEN FOR BUSINESS each day the New York Stock
           Exchange (the "Exchange") is open. Normally, each portfolio
           calculates its share price once every business day as of the close
           of regular trading on the Exchange (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) 4:00 p.m.
           Eastern time (3:00 p.m. Eastern time for Tax-Exempt Portfolio) or
           (b) the early closing time of the Exchange. Each portfolio seeks to
           maintain a stable $1.00 share price.

           Each portfolio 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 a
           portfolio'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, a portfolio 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 a portfolio 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)


                                            Policies You Should Know About  | 45
<PAGE>

           237-1131 or visit our Web site at www.moneyfunds.deam-us.db.com for
           additional information about whether a portfolio will be open for
           business on a particular day. Information concerning the intention
           of a portfolio to be open for a Limited Trading Period will be
           available at least one business day prior to the applicable day that
           the Exchange is closed or is closing early in the case of scheduled
           closings and as soon as practical in the case of unscheduled
           closings.


           Other rights we reserve

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

           -  withdraw or suspend the offering of shares at any time

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

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

           -  refuse, cancel, limit or rescind any purchase order, without
              prior notice; freeze any account (meaning you will not be able to
              purchase portfolio 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 a portfolio's best
              interests or when a portfolio 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 portfolio 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 portfolio
              shares and you may incur a tax liability

46 | Policies You Should Know About
<PAGE>

           -  for Tax-Exempt Portfolio, 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; generally, the portfolio 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 portfolio's net assets, whichever is less

           -  change, add or withdraw various services, fees and account
              policies (for example, we may adjust a portfolio's investment
              minimums at any time). All orders to purchase shares of a
              portfolio are subject to acceptance and are not binding until
              confirmed or accepted in writing


UNDERSTANDING DISTRIBUTIONS AND TAXES

           Each portfolio intends to distribute to its shareholders virtually
           all of its net earnings. Each portfolio 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.
           (Each portfolio's earnings are separate from any gains or losses
           stemming from your own purchase and sale of shares.) Each portfolio
           may not always pay a dividend or distribution for a given period.

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

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

           YOU CAN CHOOSE HOW TO RECEIVE YOUR DIVIDENDS AND DISTRIBUTIONS. You
           may have them all automatically reinvested in portfolio shares (at
           NAV), all deposited directly to your bank account or all sent to you
           by check, have one type reinvested and the other sent to you by
           check or have them invested in a different portfolio. Tell us your
           preference on your application. If you don't indicate a preference,
           your dividends and distributions will all be reinvested.



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.



                                     Understanding Distributions and Taxes  | 47
<PAGE>

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

           For federal income tax purposes, distributions of net investment
           income (other than "tax-exempt dividends" for the Tax-Exempt
           Portfolio) are taxable as ordinary income. Each portfolio does not
           expect to make distributions that are eligible for taxation as
           long-term capital gains or as qualified dividend income.

           For most shareholders, dividends from the Tax-Exempt Portfolio are
           generally exempt from federal income tax, and a portion of the
           dividends from the Government & Agency Securities Portfolio and
           Treasury Portfolio are generally exempt from state and local income
           taxes. However, there are a few exceptions:

           -  A portion of a portfolio's dividends may be taxable if it came
              from investments in taxable securities, tax-exempt market
              discount bonds, or as the result of short or long-term capital
              gains.

           -  With respect to the Tax-Exempt Portfolio, because the portfolio
              can invest up to 20% of its net assets in securities whose income
              is subject to the federal alternative minimum tax (AMT), you may
              owe taxes on a portion of your dividends if you are among those
              investors who must pay AMT. In addition, if you receive social
              security or railroad retirement benefits, you should consult your
              tax advisor to determine what effect, if any, an investment in
              the Tax-Exempt Portfolio may have on the federal taxation of your
              benefits.

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

           If a portfolio's distributions exceed its current and accumulated
           earnings and profits, the excess will be treated for federal income
           tax purposes as a return of capital to the extent of your basis in
           your shares and thereafter as a gain from the sale or exchange of
           your shares. A return of capital distribution reduces


48 | Understanding Distributions and Taxes
<PAGE>

           the basis of your shares. As a result, even though a portfolio seeks
           to maintain a stable share price, you may recognize a capital gain
           when you sell your shares if you have received a return of capital
           distribution.

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


                                     Understanding Distributions and Taxes  | 49
<PAGE>

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


           Using the annual portfolio operating expense ratios presented in the
           fee tables in the portfolio 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
           portfolio held for the next 10 years and the impact of such fees and
           expenses on portfolio returns for each year and cumulatively,
           assuming a 5% return for each year. The historical rate of return
           for the portfolio may be higher or lower than 5% and, for money
           market funds, is typically less than 5%. The tables also assume that
           all dividends and distributions are reinvested and that, where
           applicable, Class B shares convert to Class A shares after six
           years. The annual portfolio expense ratios shown are net of any
           contractual fee waivers or expense reimbursements, if any, for the
           period of the contractual commitment. The tables reflect the maximum
           initial sales charge, if any, but do not reflect any contingent
           deferred sales charge or redemption fees, if any, which may be
           payable upon redemption. If contingent deferred sales charges or
           redemption fees were shown, the "Hypothetical Year-End Balance After
           Fees and Expenses" amounts shown would be lower and the "Annual Fees
           and Expenses" amounts shown would be higher. 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 portfolio 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 portfolio's prospectus to consider the
           investment objectives, risks, expenses and charges of the portfolio
           prior to investing.


50 | Appendix
<PAGE>

                    Money Market Portfolio - Service 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%        1.06%              3.94%       $ 10,394.00        $   108.09
   2           10.25%        1.06%              8.04%       $ 10,803.52        $   112.35
   3           15.76%        1.06%             12.29%       $ 11,229.18        $   116.77
   4           21.55%        1.06%             16.72%       $ 11,671.61        $   121.37
   5           27.63%        1.06%             21.31%       $ 12,131.47        $   126.16
   6           34.01%        1.06%             26.09%       $ 12,609.45        $   131.13
   7           40.71%        1.06%             31.06%       $ 13,106.27        $   136.29
   8           47.75%        1.06%             36.23%       $ 13,622.65        $   141.66
   9           55.13%        1.06%             41.59%       $ 14,159.39        $   147.24
  10           62.89%        1.06%             47.17%       $ 14,717.27        $   153.05
  TOTAL                                                                        $ 1,294.11
</TABLE>


Government & Agency Securities Portfolio - Service 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 AND        EXPENSE        FEES AND           FEES AND         FEES AND
YEAR          EXPENSES         RATIOS        EXPENSES           EXPENSES         EXPENSES
<S>       <C>                <C>          <C>               <C>                <C>
   1            5.00%        1.04%              3.96%       $ 10,396.00        $   106.06
   2           10.25%        1.04%              8.08%       $ 10,807.68        $   110.26
   3           15.76%        1.04%             12.36%       $ 11,235.67        $   114.63
   4           21.55%        1.04%             16.81%       $ 11,680.60        $   119.16
   5           27.63%        1.04%             21.43%       $ 12,143.15        $   123.88
   6           34.01%        1.04%             26.24%       $ 12,624.02        $   128.79
   7           40.71%        1.04%             31.24%       $ 13,123.93        $   133.89
   8           47.75%        1.04%             36.44%       $ 13,643.64        $   139.19
   9           55.13%        1.04%             41.84%       $ 14,183.93        $   144.70
  10           62.89%        1.04%             47.46%       $ 14,745.61        $   150.43
  TOTAL                                                                        $ 1,270.99
</TABLE>



                                                                  Appendix  | 51
<PAGE>

                     Tax-Exempt Portfolio - Service 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%        1.06%              3.94%       $ 10,394.00        $   108.09
   2           10.25%        1.06%              8.04%       $ 10,803.52        $   112.35
   3           15.76%        1.06%             12.29%       $ 11,229.18        $   116.77
   4           21.55%        1.06%             16.72%       $ 11,671.61        $   121.37
   5           27.63%        1.06%             21.31%       $ 12,131.47        $   126.16
   6           34.01%        1.06%             26.09%       $ 12,609.45        $   131.13
   7           40.71%        1.06%             31.06%       $ 13,106.27        $   136.29
   8           47.75%        1.06%             36.23%       $ 13,622.65        $   141.66
   9           55.13%        1.06%             41.59%       $ 14,159.39        $   147.24
  10           62.89%        1.06%             47.17%       $ 14,717.27        $   153.05
  TOTAL                                                                        $ 1,294.11
</TABLE>


Treasury Portfolio - Premier Money Market 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 AND        EXPENSE        FEES AND           FEES AND         FEES AND
YEAR          EXPENSES         RATIOS        EXPENSES           EXPENSES         EXPENSES
<S>       <C>                <C>          <C>               <C>                <C>
   1            5.00%        0.93%              4.07%       $ 10,407.00        $    94.89
   2           10.25%        0.93%              8.31%       $ 10,830.56        $    98.75
   3           15.76%        0.93%             12.71%       $ 11,271.37        $   102.77
   4           21.55%        0.93%             17.30%       $ 11,730.11        $   106.96
   5           27.63%        0.93%             22.08%       $ 12,207.53        $   111.31
   6           34.01%        0.93%             27.04%       $ 12,704.38        $   115.84
   7           40.71%        0.93%             32.21%       $ 13,221.44        $   120.56
   8           47.75%        0.93%             37.60%       $ 13,759.56        $   125.46
   9           55.13%        0.93%             43.20%       $ 14,319.57        $   130.57
  10           62.89%        0.93%             49.02%       $ 14,902.38        $   135.88
  TOTAL                                                                        $ 1,142.99
</TABLE>



52 | Appendix
<PAGE>

TO GET MORE INFORMATION

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

STATEMENT OF ADDITIONAL INFORMATION (SAI) - This tells you more about a
portfolio'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
a portfolio, call (800) 231-8568, or contact DWS Investments at the address
listed below. SAIs and shareholder reports are also available through the DWS
Investments Web site at www.dws-investments.com. These documents and other
information about each portfolio 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 each
portfolio, including each portfolio'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>
DWS INVESTMENTS      SEC                     DISTRIBUTOR
-----------------    --------------------    ------------------------------
<S>                  <C>                     <C>
PO Box 219153        100 F Street, N.E.      DWS Investments Distributors,
Kansas City, MO      Washington, D.C.        Inc.
64121-9153           20549-0102              222 South Riverside Plaza
WWW.DWS-             WWW.SEC.GOV             Chicago, IL 60606-5808
INVESTMENTS.COM      (800) SEC-0330          (800) 621-1148
(800) 231-8568
</TABLE>



<TABLE>
<S>                       <C>                                           <C>
SEC FILE NUMBER:
Cash Account Trust                          Money Market Portfolio      811-05970
Cash Account Trust        Government & Agency Securities Portfolio      811-05970
Cash Account Trust                            Tax-Exempt Portfolio      811-05970
Investors Cash Trust                            Treasury Portfolio      811-06103
</TABLE>



(08/01/09) CATS-1
[RECYCLE GRAPHIC APPEARS HERE]

<PAGE>

                                 AUGUST 1, 2009







                                   PROSPECTUS
                              ------------------
                         TAX-EXEMPT CASH MANAGED SHARES

                              TAX-EXEMPT PORTFOLIO

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.


                                     RESHAPING INVESTING. [DWS INVESTMENTS LOGO]
                                                             Deutsche Bank Group

<PAGE>

CONTENTS




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


</TABLE>
<TABLE>
<S>      <C>
 13      Financial Highlights

HOW TO INVEST IN THE PORTFOLIO
 15      How to Buy Shares
 16      How to Sell Shares
 17      Policies You Should Know
         About
 28      Understanding Distributions
         and Taxes
 30      Appendix
</TABLE>

<PAGE>


<TABLE>
<S>                         <C>
                              Tax-Exempt Cash
                            Managed Shares
  ticker symbol               TXMXX
    fund number               248

    TAX-EXEMPT PORTFOLIO


</TABLE>

            THE PORTFOLIO'S MAIN INVESTMENT STRATEGY

            The portfolio seeks to provide maximum current income that is
            exempt from federal income taxes to the extent consistent with
            stability of capital.

            The portfolio pursues its objective by investing in high quality,
            short-term municipal obligations.

            The portfolio normally invests at least 80% of its net assets in
            municipal securities, the income from which is free from regular
            federal income tax and alternative minimum tax (AMT). This policy
            is fundamental and may not be changed without shareholder approval.


            This portfolio is designed for investors in a moderate to high tax
            bracket who are interested in federal tax-free income along with
            the liquidity and stability that a money fund is designed to offer.


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

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

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

            -  Portfolio securities are denominated in US dollars and have
               remaining maturities of 397 days (about 13 months) or less at
               the time of purchase. The portfolio 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.


                                                       Tax-Exempt Portfolio  | 3
<PAGE>

            -  The portfolio buys short-term municipal 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;

               - 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 two
                 highest long-term rating categories by a NRSRO, or are deemed
                 by the Advisor to be of comparable quality.


            Principal investments

            The portfolio primarily invests in the following types of
            investments:

            -  Municipal trust receipts ("MTRs"). MTRs are sometimes called
               municipal asset-backed securities, synthetic short-term
               derivatives, floating rate trust certificates, or municipal
               securities trust receipts. MTRs are typically structured by a
               bank, broker-dealer or other financial institution by depositing
               municipal securities into a trust or partnership coupled with a
               conditional right to sell, or put, the holder's interest in the
               underlying securities at par plus accrued interest to a
               financial institution. MTRs may be issued as fixed or variable
               rate instruments. These trusts are organized so that the
               purchaser of the MTR is considered to be investing in the
               underlying municipal securities. This structure is intended to
               allow the tax-exempt status of interest generated by the
               underlying asset to pass through to the purchaser. The portfolio
               may invest up to 50% of its net assets in MTRs. An additional
               10% of the portfolio's net assets may be invested in MTRs on a
               temporary basis at the Advisor's discretion to manage inflows
               into the portfolio.

            -  General obligation notes and bonds, which an issuer backs with
               its full faith and credit. That means the government entity will
               repay the bond out of its general tax revenues.

4 | Tax-Exempt Portfolio
<PAGE>

            -  Revenue notes and bonds, which are payable from specific revenue
            sources. These are often tied to the public works projects the
            bonds are financing, but are not generally backed by the issuer's
            taxing power.

            -  Tax-exempt commercial paper, which is tax-exempt debt of
               borrowers that typically matures in 270 days or less.

            -  Short-term municipal notes, such as tax anticipation notes, that
               are issued in anticipation of the receipt of tax revenues.

            -  Municipal obligations backed by letters of credit (a document
               issued by a bank guaranteeing the issuer's payments for a stated
               amount), general bank guarantees or municipal bond insurance.

            -  Floating rate bonds, whose interest rates vary with changes in
               specified market rates or indices. The portfolio may invest in
               high quality floating rate bonds with maturities of one year or
               more if it has the right to sell them back at their face value
               within 397 days of purchase.

            -  Tax-exempt private activity bonds, which are revenue bonds that
               finance non-governmental activities, such as private industry
               construction and which meet certain tax law requirements.

            Working in consultation with portfolio management, a credit team
            screens potential securities and develops a list of those that the
            portfolio may buy. Portfolio management, looking for attractive
            yield and weighing considerations such as credit quality, economic
            outlooks and possible interest rate movements, then decides which
            securities on this list to buy. Portfolio management may adjust the
            portfolio'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 PORTFOLIO

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

            MONEY MARKET FUND RISK. An investment in the portfolio is not
            insured or guaranteed by the FDIC or any other government agency.
            Although the portfolio seeks to preserve the value of your
            investment at $1.00 per share, this share


                                                       Tax-Exempt Portfolio  | 5
<PAGE>

            price isn't guaranteed and you could lose money by investing in the
            portfolio. The share price of money market funds can fall below the
            $1.00 share price. You should not rely on or expect the Advisor to
            enter into support agreements or take other actions to maintain the
            portfolio's $1.00 share price. The credit quality of the
            portfolio's holdings can change rapidly in certain markets, and the
            default of a single holding could have an adverse impact on the
            portfolio's share price. The portfolio's share price can also be
            negatively affected during periods of high redemption pressures
            and/or illiquid markets. The actions of a few large investors in
            the portfolio may have a significant adverse effect on the share
            price of the portfolio.

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

            CREDIT RISK. A money market instrument's credit quality depends on
            the issuer's ability to pay interest on the security and repay the
            debt; the lower the credit rating, the greater the risk that the
            security's issuer will default, or fail to meet its payment
            obligations. The credit risk of a security may also depend on the
            credit quality of any bank or financial institution that provides
            credit enhancement for it. To reduce credit risk, the portfolio
            only buys high quality securities. Also, the portfolio only buys
            securities with remaining maturities of 397 days (about 13 months)
            or less. This reduces the risk that the issuer's creditworthiness
            will change before such obligations are due, or that the issuer
            will default on the principal and interest payments of the
            obligation.

            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. In addition, the municipal securities market is
            narrower, less liquid and has fewer investors than the taxable
            market.


6 | Tax-Exempt Portfolio
<PAGE>

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

            MUNICIPAL TRUST RECEIPTS RISK. The portfolio's investment in MTRs
            is subject to similar risks as other investments in debt
            obligations, including interest rate risk, credit risk and security
            selection risk. Additionally, investments in MTRs raise certain tax
            issues that may not be presented by direct investments in municipal
            bonds. There is some risk that certain issues could be resolved in
            a manner that could adversely impact the performance of the
            portfolio.

            SPECIAL TAX RISKS. Political or legal actions could change the
            tax-exempt status of the portfolio's dividends. Also, to the extent
            that the portfolio invests in taxable securities, a portion of its
            income would be subject to regular federal income taxation.

            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 portfolio may have to
            reinvest the proceeds at lower interest rates. Thus, prepayment may
            reduce the portfolio'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.

            TEMPORARY DEFENSIVE POSITION. In response to adverse political,
            economic or market events, the portfolio may adopt a temporary
            defensive position in which it places more than 20% of the
            portfolio's assets in high quality money market investments that
            are subject to federal income tax. To the extent that the portfolio
            might do so, it may not meet its goal of a high level of current
            tax-free income.


                                                       Tax-Exempt Portfolio  | 7
<PAGE>

THE PORTFOLIO'S PERFORMANCE HISTORY

While a portfolio'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 portfolio has varied from year
to year, which may give some idea of risk. The table shows how the portfolio's
returns over different periods average out. The "total return" of a portfolio
is the change in the value of an investment in the portfolio over a given
period. Average annual returns are calculated by averaging the year-by-year
returns of the portfolio over a given period. All figures include the effects
of the portfolio'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 portfolio over a seven-day period. This amount is then
annualized, which means that we assume the portfolio generates the same income
every week for a year. To learn the current yield, investors may call (800)
730-1313.

Tax-Exempt Portfolio

ANNUAL TOTAL RETURN (%) AS OF 12/31 EACH YEAR - Tax-Exempt Cash Managed Shares

[BAR GRAPHIC OMITTED HERE]

[BAR GRAPHIC DATA]


<TABLE>
<S>       <C>       <C>       <C>       <C>       <C>       <C>       <C>     <C>
 3.79      2.43      1.01      0.60      0.87      2.02      3.06     3.33    1.98
2000      2001      2002      2003      2004      2005      2006      2007    2008
</TABLE>





<TABLE>
<CAPTION>
2009 TOTAL RETURN AS OF JUNE 30: 0.19%
<S>                                        <C>
FOR THE PERIODS INCLUDED IN THE BAR CHART:
BEST QUARTER: 0.99%, Q4 2000               WORST QUARTER: 0.11%, Q3 2003
</TABLE>


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



<TABLE>
<CAPTION>
      1 YEAR          5 YEARS      SINCE INCEPTION*
<S>                  <C>          <C>
       1.98            2.25             2.13
</TABLE>


 *   Commencement of operations for the portfolio's Tax-Exempt Cash Managed
     Shares was on November 17, 1999.

 For more recent performance information, contact the financial services firm
 from which you obtained this prospectus.


8 | Tax-Exempt Portfolio
<PAGE>

HOW MUCH INVESTORS PAY

The table below describes the fees and expenses that you may pay if you buy and
hold portfolio 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                               0.06%
 Distribution/Service (12b-1) Fee             0.15
 Other Expenses 1                             0.24
 TOTAL ANNUAL OPERATING EXPENSES 2            0.45
</TABLE>


1   "Other Expenses" include an administrative services fee paid to the Advisor
   in the amount of 0.10% of average daily net assets.

2   From time to time, the Advisor may voluntarily waive or reimburse certain
   operating expenses. This voluntary waiver or reimbursement may be
   terminated at any time at the option of the Advisor.

Based on the costs above, this example helps you compare the expenses of the
share class 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>
 $      46         $144         $252         $567
</TABLE>



                                                       Tax-Exempt Portfolio  | 9
<PAGE>

OTHER POLICIES

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

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

           If you want more information on the portfolio'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 portfolio will
           achieve its objective.

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


10 | Other Policies
<PAGE>

WHO MANAGES AND OVERSEES THE PORTFOLIO


           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 portfolio. Under the
           oversight of the Board, the Advisor makes investment decisions, buys
           and sells securities for the portfolio and conducts research that
           leads to these purchase and sale decisions. The Advisor provides a
           full range of global investment advisory services to institutional
           and retail clients.

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

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

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

           MANAGEMENT FEE. The Advisor receives a management fee from the
           portfolio. Below is the actual rate paid by the portfolio for the
           most recent fiscal year, as a percentage of the portfolio's average
           daily net assets.


<TABLE>
<CAPTION>
FUND NAME                             FEE PAID
<S>                                  <C>
  Tax-Exempt Portfolio                  0.06%
</TABLE>


           The management fee for the portfolio is computed based on the
           combined average daily net assets of Government & Agency Securities
           Portfolio, Money Market Portfolio and Tax-Exempt Portfolio, each a
           series of Cash Account Trust, and allocated to the portfolio based
           upon the portfolio's net assets.


                                    Who Manages and Oversees the Portfolio  | 11
<PAGE>

           A discussion regarding the basis for the Board's approval of the
           portfolio's investment management agreement is contained in the most
           recent shareholder report for the semiannual period ended October 31
           (see "Shareholder reports" on the back cover).

           Under a separate administrative services agreement between the
           portfolio and the Advisor, the portfolio pays the Advisor a fee for
           providing most of the portfolio's administrative services.


           Portfolio management

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


12 | Who Manages and Oversees the Portfolio
<PAGE>

FINANCIAL HIGHLIGHTS

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


Tax-Exempt Portfolio - Tax-Exempt Cash Managed Shares


<TABLE>
<CAPTION>
YEARS ENDED APRIL 30,                  2009            2008             2007            2006           2005
<S>                                 <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
--------------------------------     -------         -------         --------        --------       --------
  Net investment income                  .013            .030             .032            .024           .012
________________________________     ________        ________        _________       _________      _________
  Less distributions from net
  investment income                   ( .013)         ( .030)         (  .032)        (  .024)       (  .012)
--------------------------------     --------        --------        ---------       ---------      ---------
NET ASSET VALUE, END OF
PERIOD                               $  1.00         $  1.00         $   1.00        $   1.00       $   1.00
--------------------------------     --------        --------        ---------       ---------      ---------
Total Return (%)                        1.36          2.99b            3.24b             2.41         1.20a
--------------------------------     --------        --------        ---------       ---------      ---------

RATIOS TO AVERAGE NET ASSETS AND SUPPLEMENTAL DATA
------------------------------------------------------------------------------------------------------------------
Net assets, end of period
($ millions)                             193             250              225             248            417
________________________________     ________        ________        _________       _________      _________
Ratio of expenses before
expense reductions (%)                   .45             .42              .43             .43            .43
________________________________     ________        ________        _________       _________      _________
Ratio of expenses after
expense reductions (%)                   .45             .41              .42             .43            .43
________________________________     ________        ________        _________       _________      _________
Ratio of net investment
income (%)                              1.34            2.91             3.19            2.39           1.16
--------------------------------     --------        --------        ---------       ---------      ---------
</TABLE>


a   Total return includes income resulting from a nonrecurring adjustment in
   expenses. Without this adjustment, total return would have been 1.15%.

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

                                                      Financial Highlights  | 13
<PAGE>

HOW TO INVEST IN THE PORTFOLIO

The following pages describe the main POLICIES associated with buying and
selling shares of the portfolio. There is also information on DIVIDENDS AND
TAXES and other matters that may affect you as the shareholder.

Because the portfolio is available only through a FINANCIAL ADVISOR, such as a
broker or financial institution, you should contact a representative of your
financial advisor for instructions on how to buy or sell portfolio shares.
<PAGE>

How to BUY Shares



<TABLE>
<CAPTION>
 FIRST INVESTMENT                               ADDITIONAL INVESTMENTS
<S>                                             <C>
 $100,000 or more for all accounts              -  $1,000 or more for most accounts
                                                -  $100 or more for IRAs
                                                -  $50 or more with an automatic
                                                   investment plan

 BY REGULAR, EXPRESS, REGISTERED OR
 CERTIFIED MAIL
 -  Fill out and sign a purchase                -  Send a check and a letter with your
    application                                    name, account number, the full name
                                                   of the portfolio and class, and your
 -  Send it to us at the address below,            investment instructions to us at the
    along with an investment check made            address below
    out to the complete portfolio and class
    name
    Mail to the address below.

 WITH AN AUTOMATIC INVESTMENT PLAN
 -                                              -  To set up regular investments, call
                                                   (800) 730-1313

 BY WIRE
 -  Call (800) 730-1313 to open an account      -  Please contact your financial advisor
    and get an account number                      for wire instructions on purchase
                                                   orders
 -  Please contact your financial advisor
    for wire instructions on purchase
    orders
 -  Complete a purchase application and
    send it to us at the address below

 E-MAIL ADDRESS                                  -
 ifunds@dws.com
</TABLE>


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

<TABLE>
<S>               <C>
TO REACH US:      PHONE NUMBER: (800) 730-1313
                  WEB SITE: www.moneyfunds.deam-us.db.com
                  MAIL: DWS Investments Service Company,
                  Institutional Funds Client Services PO Box 219210
                  Kansas City, MO
                  64121-9210
</TABLE>



                                                         How to Buy Shares  | 15
<PAGE>

How to SELL Shares



<TABLE>
<S>  <C>
 BY EXPEDITED REDEMPTION SERVICE
 If Expedited Redemption Service has been elected on the Purchase Application on
 file with the Transfer Agent, redemption of shares may be requested
 by:
 -  telephoning Client Services at (800) 730-1313

 BY MAIL OR EXPRESS MAIL
 Write a letter that includes:
 -  the portfolio, class, and account number from which you want to
    sell shares
 -  the dollar amount or number of shares you want to sell
 -  your name(s), signature(s), and address, as they appear on your
    account
 -  a daytime telephone number
    Mail to the address below.

 BY PHONE
 -  Call (800) 730-1313 for instructions


 WITH AN AUTOMATIC INVESTMENT PLAN
 -  To set up regular investments, call (800) 730-1313

 USING CHECKWRITING
 -  Call (800) 730-1313
</TABLE>


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

<TABLE>
<S>               <C>
TO REACH US:      PHONE NUMBER: (800) 730-1313
                  WEB SITE: www.moneyfunds.deam-us.db.com
                  MAIL: DWS Investments Service Company,
                  Institutional Funds Client Services PO Box 219210
                  Kansas City, MO
                  64121-9210
</TABLE>



16 | How to Sell Shares
<PAGE>

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 portfolio. Please note
           that a financial advisor may charge fees separate from those charged
           by the portfolio and may be compensated by the portfolio.

           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.


           Financial intermediary support payments

           The Advisor, DWS Investments Distributors, Inc. (the "Distributor")
           and/or their affiliates may pay additional compensation, out of
           their own assets and not as an additional charge to the portfolio,
           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 portfolio 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 portfolio, any
           record keeping/sub-transfer agency/networking fees payable by the
           portfolio (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


                                            Policies You Should Know About  | 17
<PAGE>

           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 portfolio with "shelf space" or
           access to a third party platform or portfolio offering list or other
           marketing programs, including, without limitation, inclusion of the
           portfolio 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
           portfolio attributable to the financial advisor, the particular
           portfolio or portfolio 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 portfolio serviced and maintained by the financial
           advisor, .05% to .25% of sales of the portfolio 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 portfolio or of any particular share class of the portfolio.
           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


18 | Policies You Should Know About
<PAGE>

           influenced your financial advisor's recommendation of the portfolio.
           Additional information regarding these revenue sharing payments is
           included in the portfolio's Statement of Additional Information,
           which is available to you on request at no charge (see the back
           cover of this prospectus for more information on how to request a
           copy of the Statement of Additional Information).

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

           It is likely that broker-dealers that execute portfolio transactions
           for the portfolio 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 portfolio. 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.


           Rule 12b-1 Plan

           The portfolio has adopted a plan under Rule 12b-1 that authorizes
           the payment of an annual shareholder services fee, payable monthly,
           of 0.15% of the portfolio's Tax-Exempt Cash Managed Shares average
           daily net assets. Because 12b-1 fees are paid out of the portfolio's
           assets, attributable to a particular share class, on an ongoing
           basis, they will, over time, increase the cost of an investment in
           that share class and may cost more than paying other types of sales
           charges.


                                            Policies You Should Know About  | 19
<PAGE>

           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 portfolio, then we may reject your application and order.

           The portfolio 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 portfolio, after a reasonable effort to do so,
           you will receive written notification.

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

           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.


20 | Policies You Should Know About
<PAGE>

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

           TRANSACTION PROCESSING. 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 3:00
           p.m. Eastern time, it will normally receive the dividend for that
           day.

           Shareholders known to the portfolio may notify Client Services in
           advance of their wire transfer purchase by calling Client Services
           prior to the 3:00 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 portfolio 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 portfolio 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 portfolio's Distributor may refuse to allow any
           investor to trade with the portfolio 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 portfolio or its agents have
           incurred.

           Please contact your financial advisor for wire instructions and
           purchase orders.


                                            Policies You Should Know About  | 21
<PAGE>

           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
           portfolio receives the payment (typically the next business day).
           For redemptions processed via Fund/
           SERV, you generally will receive dividends accrued up to, but not
           including, the business day that payment for your shares is made.

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

           In order to receive proceeds by wire, contact Client Services before
           3:00 p.m. Eastern time. After you inform Client Services of the
           amount of your redemption, you will receive a trade confirmation
           number. If the portfolio receives a sell request before 3:00 p.m.
           Eastern time and the request calls for proceeds to be sent out by
           wire, the proceeds will normally be wired on the same day. However,
           the shares sold will not earn that day's dividend.

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

           EXPEDITED REDEMPTIONS. Expedited Redemption Service allows you to
           have proceeds from your sales of portfolio shares wired directly to
           a bank account. To use this service, you'll need to designate the
           bank account in advance. Follow the instructions on your
           application.

           CHECKWRITING enables you to sell shares of the portfolio by writing
           a check. Your investment keeps earning dividends until your check
           clears. Please note that we will not accept checks for less than
           $1,000. Please note that you should not write checks for more than
           $5,000,000. Note as well that we can't honor any


22 | Policies You Should Know About
<PAGE>

           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.

           THE PORTFOLIO 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
           portfolio 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 portfolio sending you
           the first portfolio account statement on which an improper charge
           appears.

           THE PORTFOLIO DOES NOT ISSUE SHARE CERTIFICATES.

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

           SIGNATURE GUARANTEE. When you want to sell more than $100,000 worth
           of shares or send proceeds to a third party or to a new address,
           you'll usually need to place your order in writing and include a
           signature guarantee. However, if you want money transferred
           electronically 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.


                                            Policies You Should Know About  | 23
<PAGE>

           A signature guarantee is simply a certification of your signature -
           a valuable safeguard against fraud. You can get a signature
           guarantee from an eligible guarantor institution, including
           commercial banks, savings and loans, trust companies, credit unions,
           member firms of a national stock exchange or any member or
           participant of an approved signature guarantor program. We require
           stamps from members of a medallion signature guarantee program. A
           notary cannot be accepted in lieu of a signature guarantee.

           MONEY FROM SHARES YOU SELL is normally sent out within one business
           day of when your order is processed (not when it is received),
           although it could be delayed for up to seven days. There are
           circumstances when it could be longer, including, but not limited
           to, when you are selling shares you bought recently by check or ACH
           (the funds will be placed under a 10 calendar day hold to ensure
           good funds) or when unusual circumstances prompt the SEC to allow
           further delays. Certain expedited redemption processes (e.g.,
           redemption proceeds by wire) may also be delayed or unavailable when
           you are selling shares recently purchased or in the event of the
           closing of the Federal Reserve wire payment system. The portfolio
           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
           portfolio or the fair determination of the value of the portfolio'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 portfolio, please see "Other rights we
           reserve."

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

           IF YOUR SHARES ARE REGISTERED DIRECTLY with the portfolio's transfer
           agent, you can sell them by sending a written request (with a
           signature guarantee) to:


24 | Policies You Should Know About
<PAGE>

           DWS Investments Service Company
           Attention: Transaction Processing
           P.O. Box 219557
           Kansas City, MO 64121

           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 portfolio and, accordingly, the Board of the
           portfolio has not approved any policies and procedures designed to
           limit this activity. However, the portfolio reserves the right to
           and may reject or cancel a purchase or exchange order into the
           portfolio 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 DWS fund.


           How the portfolio calculates share price

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


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


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

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

           THE PORTFOLIO IS OPEN FOR BUSINESS each day the New York Stock
           Exchange (the "Exchange") is open. Normally, the portfolio
           calculates its share price once every business day as of the close
           of regular trading on the Exchange (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


                                            Policies You Should Know About  | 25
<PAGE>

           and for receipt of redemption orders for same day wire transfer of
           proceeds will be the earlier of (a) 3:00 p.m. Eastern time or (b)
           the early closing time of the Exchange. The portfolio seeks to
           maintain a stable $1.00 share price.

           The portfolio 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
           portfolio'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 portfolio 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 portfolio
           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 portfolio will be open for
           business on a particular day. Information concerning the intention
           of the portfolio 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

26 | Policies You Should Know About
<PAGE>

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

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

           -  refuse, cancel, limit or rescind any purchase order, without
              prior notice; freeze any account (meaning you will not be able to
              purchase portfolio 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 portfolio's best
              interests or when the portfolio 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 portfolio 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 portfolio
              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; generally, the
              portfolio 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 portfolio's net assets, whichever is less

           -  change, add or withdraw various services, fees and account
              policies (for example, we may adjust the portfolio's investment
              minimums at any time). All orders to purchase shares of the
              portfolio are subject to acceptance and are not binding until
              confirmed or accepted in writing


                                            Policies You Should Know About  | 27
<PAGE>

UNDERSTANDING DISTRIBUTIONS AND TAXES

           The portfolio intends to distribute to its shareholders virtually
           all of its net earnings. The portfolio 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
           portfolio's earnings are separate from any gains or losses stemming
           from your own purchase and sale of shares.) The portfolio may not
           always pay a dividend or distribution for a given period.

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

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

           YOU CAN CHOOSE HOW TO RECEIVE YOUR DIVIDENDS AND DISTRIBUTIONS. You
           may have them all automatically reinvested in portfolio shares (at
           NAV), all deposited directly to your bank account 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 portfolio seeks to maintain a stable share price, you
           are unlikely to have capital gains or losses when you sell portfolio
           shares.

           For federal income tax purposes, distributions of net investment
           income (other than "tax-exempt dividends" for the Tax-Exempt
           Portfolio) are taxable as ordinary income. The portfolio does not
           expect to make distributions that are eligible for taxation as
           long-term capital gains or as qualified dividend income.




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>

           For most shareholders, dividends from the portfolio are generally
           exempt from federal income tax. However, there are a few exceptions:


           -  A portion of the portfolio's dividends may be taxable if it came
              from investments in taxable securities, tax-exempt market
              discount bonds, or as the result of short or long-term capital
              gains.

           -  Because the portfolio can invest up to 20% of its net assets in
              securities whose income is subject to the federal alternative
              minimum tax (AMT), you may owe taxes on a portion of your
              dividends if you are among those investors who must pay AMT. In
              addition, if you receive social security or railroad retirement
              benefits, you should consult your tax advisor to determine what
              effect, if any, an investment in the portfolio may have on the
              federal taxation of your benefits.

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

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

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


                                     Understanding Distributions and Taxes  | 29
<PAGE>

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


           Using the annual portfolio operating expense ratios presented in the
           fee tables in the portfolio 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
           portfolio held for the next 10 years and the impact of such fees and
           expenses on portfolio returns for each year and cumulatively,
           assuming a 5% return for each year. The historical rate of return
           for the portfolio may be higher or lower than 5% and, for money
           market funds, is typically less than 5%. The tables also assume that
           all dividends and distributions are reinvested and that, where
           applicable, Class B shares convert to Class A shares after six
           years. The annual portfolio expense ratios shown are net of any
           contractual fee waivers or expense reimbursements, if any, for the
           period of the contractual commitment. The tables reflect the maximum
           initial sales charge, if any, but do not reflect any contingent
           deferred sales charge or redemption fees, if any, which may be
           payable upon redemption. If contingent deferred sales charges or
           redemption fees were shown, the "Hypothetical Year-End Balance After
           Fees and Expenses" amounts shown would be lower and the "Annual Fees
           and Expenses" amounts shown would be higher. 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 portfolio 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 portfolio's prospectus to consider the
           investment objectives, risks, expenses and charges of the portfolio
           prior to investing.


30 | Appendix
<PAGE>

             Tax-Exempt Portfolio - Tax-Exempt Cash Managed 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%        0.45%              4.55%       $ 10,455.00         $  46.02
   2           10.25%        0.45%              9.31%       $ 10,930.70         $  48.12
   3           15.76%        0.45%             14.28%       $ 11,428.05         $  50.31
   4           21.55%        0.45%             19.48%       $ 11,948.03         $  52.60
   5           27.63%        0.45%             24.92%       $ 12,491.66         $  54.99
   6           34.01%        0.45%             30.60%       $ 13,060.03         $  57.49
   7           40.71%        0.45%             36.54%       $ 13,654.26         $  60.11
   8           47.75%        0.45%             42.76%       $ 14,275.53         $  62.84
   9           55.13%        0.45%             49.25%       $ 14,925.07         $  65.70
  10           62.89%        0.45%             56.04%       $ 15,604.16         $  68.69
  TOTAL                                                                         $ 566.87
</TABLE>



                                                                  Appendix  | 31
<PAGE>

TO GET MORE INFORMATION

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

STATEMENT OF ADDITIONAL INFORMATION (SAI) - This tells you more about the
portfolio'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 portfolio, call (800) 730-1313, or contact DWS Investments at the address
listed below. SAIs and shareholder reports are also available through the DWS
Investments Web site at www.moneyfunds.deam-us.db.com. These documents and
other information about the portfolio 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 portfolio,
including the portfolio'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>
DWS INVESTMENTS           SEC                     DISTRIBUTOR
----------------------    --------------------    ------------------------------
<S>                       <C>                     <C>
PO Box 219210             100 F Street, N.E.      DWS Investments Distributors,
Kansas City, MO           Washington, D.C.        Inc.
64121-9210                20549-0102              222 South Riverside Plaza
WWW.MONEYFUNDS.DEAM-      WWW.SEC.GOV             Chicago, IL 60606-5808
US.DB.COM                 (800) SEC-0330          (800) 621-1148
(800) 730-1313
</TABLE>



<TABLE>
<S>                     <C>                       <C>
SEC FILE NUMBER:
Cash Account Trust        Tax-Exempt Portfolio    811-05970
</TABLE>





(08/01/09) STMS-1
[RECYCLE GRAPHIC APPEARS HERE]
                                                          [DWS INVESTMENTS LOGO]
                                                             Deutsche Bank Group

<PAGE>

PROSPECTUS

August 1, 2009


CASH ACCOUNT TRUST
TAX-EXEMPT PORTFOLIO

TAX-FREE INVESTMENT CLASS

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 Portfolio's Main
         Investment Strategy
  5      The Main Risks of Investing in
         the Portfolio
  8      The Portfolio's Performance
         History
  9      How Much Investors Pay
 10      Other Policies
 11      Who Manages and Oversees
         the Portfolio


</TABLE>
<TABLE>
<S>      <C>
 13      Financial Highlights

HOW TO INVEST IN THE PORTFOLIO
 15      Buying and Selling Portfolio
         Shares
 18      Policies You Should Know
         About
 29      Understanding Distributions
         and Taxes
 31      Appendix
</TABLE>

<PAGE>


<TABLE>
<S>                         <C>
                              Tax-Free Investment
                            Class
  ticker symbol               DTDXX
    fund number               265

    TAX-EXEMPT PORTFOLIO


</TABLE>

            THE PORTFOLIO'S MAIN INVESTMENT STRATEGY

            The portfolio seeks to provide maximum current income that is
            exempt from federal income taxes to the extent consistent with
            stability of capital.

            The portfolio pursues its objective by investing in high quality,
            short-term municipal obligations.

            The portfolio normally invests at least 80% of its net assets in
            municipal securities, the income from which is free from regular
            federal income tax and alternative minimum tax (AMT). This policy
            is fundamental and may not be changed without shareholder approval.


            This portfolio is designed for investors in a moderate to high tax
            bracket who are interested in federal tax-free income along with
            the liquidity and stability that a money fund is designed to offer.


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

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

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

            -  Portfolio securities are denominated in US dollars and have
               remaining maturities of 397 days (about 13 months) or less at
               the time of purchase. The portfolio 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.


                                                       Tax-Exempt Portfolio  | 3
<PAGE>

            -  The portfolio buys short-term municipal 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;

               - 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 two
                 highest long-term rating categories by a NRSRO, or are deemed
                 by the Advisor to be of comparable quality.


            Principal investments

            The portfolio primarily invests in the following types of
            investments:

            -  Municipal trust receipts ("MTRs"). MTRs are sometimes called
               municipal asset-backed securities, synthetic short-term
               derivatives, floating rate trust certificates, or municipal
               securities trust receipts. MTRs are typically structured by a
               bank, broker-dealer or other financial institution by depositing
               municipal securities into a trust or partnership coupled with a
               conditional right to sell, or put, the holder's interest in the
               underlying securities at par plus accrued interest to a
               financial institution. MTRs may be issued as fixed or variable
               rate instruments. These trusts are organized so that the
               purchaser of the MTR is considered to be investing in the
               underlying municipal securities. This structure is intended to
               allow the tax-exempt status of interest generated by the
               underlying asset to pass through to the purchaser. The portfolio
               may invest up to 50% of its net assets in MTRs. An additional
               10% of the portfolio's net assets may be invested in MTRs on a
               temporary basis at the Advisor's discretion to manage inflows
               into the portfolio.

            -  General obligation notes and bonds, which an issuer backs with
               its full faith and credit. That means the government entity will
               repay the bond out of its general tax revenues.

4 | Tax-Exempt Portfolio
<PAGE>

            -  Revenue notes and bonds, which are payable from specific revenue
            sources. These are often tied to the public works projects the
            bonds are financing, but are not generally backed by the issuer's
            taxing power.

            -  Tax-exempt commercial paper, which is tax-exempt debt of
               borrowers that typically matures in 270 days or less.

            -  Short-term municipal notes, such as tax anticipation notes, that
               are issued in anticipation of the receipt of tax revenues.

            -  Municipal obligations backed by letters of credit (a document
               issued by a bank guaranteeing the issuer's payments for a stated
               amount), general bank guarantees or municipal bond insurance.

            -  Floating rate bonds, whose interest rates vary with changes in
               specified market rates or indices. The portfolio may invest in
               high quality floating rate bonds with maturities of one year or
               more if it has the right to sell them back at their face value
               within 397 days of purchase.

            -  Tax-exempt private activity bonds, which are revenue bonds that
               finance non-governmental activities, such as private industry
               construction and which meet certain tax law requirements.

            Working in consultation with portfolio management, a credit team
            screens potential securities and develops a list of those that the
            portfolio may buy. Portfolio management, looking for attractive
            yield and weighing considerations such as credit quality, economic
            outlooks and possible interest rate movements, then decides which
            securities on this list to buy. Portfolio management may adjust the
            portfolio'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 PORTFOLIO

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

            MONEY MARKET FUND RISK. An investment in the portfolio is not
            insured or guaranteed by the FDIC or any other government agency.
            Although the portfolio seeks to preserve the value of your
            investment at $1.00 per share, this share


                                                       Tax-Exempt Portfolio  | 5
<PAGE>

            price isn't guaranteed and you could lose money by investing in the
            portfolio. The share price of money market funds can fall below the
            $1.00 share price. You should not rely on or expect the Advisor to
            enter into support agreements or take other actions to maintain the
            portfolio's $1.00 share price. The credit quality of the
            portfolio's holdings can change rapidly in certain markets, and the
            default of a single holding could have an adverse impact on the
            portfolio's share price. The portfolio's share price can also be
            negatively affected during periods of high redemption pressures
            and/or illiquid markets. The actions of a few large investors in
            the portfolio may have a significant adverse effect on the share
            price of the portfolio.

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

            CREDIT RISK. A money market instrument's credit quality depends on
            the issuer's ability to pay interest on the security and repay the
            debt; the lower the credit rating, the greater the risk that the
            security's issuer will default, or fail to meet its payment
            obligations. The credit risk of a security may also depend on the
            credit quality of any bank or financial institution that provides
            credit enhancement for it. To reduce credit risk, the portfolio
            only buys high quality securities. Also, the portfolio only buys
            securities with remaining maturities of 397 days (about 13 months)
            or less. This reduces the risk that the issuer's creditworthiness
            will change before such obligations are due, or that the issuer
            will default on the principal and interest payments of the
            obligation.

            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. In addition, the municipal securities market is
            narrower, less liquid and has fewer investors than the taxable
            market.


6 | Tax-Exempt Portfolio
<PAGE>

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

            MUNICIPAL TRUST RECEIPTS RISK. The portfolio's investment in MTRs
            is subject to similar risks as other investments in debt
            obligations, including interest rate risk, credit risk and security
            selection risk. Additionally, investments in MTRs raise certain tax
            issues that may not be presented by direct investments in municipal
            bonds. There is some risk that certain issues could be resolved in
            a manner that could adversely impact the performance of the
            portfolio.

            SPECIAL TAX RISKS. Political or legal actions could change the
            tax-exempt status of the portfolio's dividends. Also, to the extent
            that the portfolio invests in taxable securities, a portion of its
            income would be subject to regular federal income taxation.

            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 portfolio may have to
            reinvest the proceeds at lower interest rates. Thus, prepayment may
            reduce the portfolio'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.

            TEMPORARY DEFENSIVE POSITION. In response to adverse political,
            economic or market events, the portfolio may adopt a temporary
            defensive position in which it places more than 20% of the
            portfolio's assets in high quality money market investments that
            are subject to federal income tax. To the extent that the portfolio
            might do so, it may not meet its goal of a high level of current
            tax-free income.


                                                       Tax-Exempt Portfolio  | 7
<PAGE>

THE PORTFOLIO'S PERFORMANCE HISTORY

While a portfolio'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 portfolio has varied from year
to year, which may give some idea of risk. The table shows how the portfolio's
returns over different periods average out. The "total return" of a portfolio
is the change in the value of an investment in the portfolio over a given
period. Average annual returns are calculated by averaging the year-by-year
returns of the portfolio over a given period. All figures include the effects
of the portfolio'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 portfolio over a seven-day period. This amount is then
annualized, which means that we assume the portfolio generates the same income
every week for a year. To learn the current yield, investors may call (800)
231-8568.

Tax-Free Investment Class shares commenced operations on March 19, 2007. In the
bar chart and the table below, the performance figures before its inception
date, are based on the historical performance of the portfolio's DWS Tax-Exempt
Cash Institutional Shares, adjusted to reflect the higher total annual
operating expenses of Tax-Free Investment Class shares. Although the
portfolio's DWS Tax-Exempt Cash Institutional Shares are not offered in this
prospectus, they are invested in the same portfolio and the annual total
returns differ to the extent that the classes have different fees and expenses.


Tax-Exempt Portfolio

ANNUAL TOTAL RETURN (%) AS OF 12/31 EACH YEAR - Tax-Free Investment Class

[BAR GRAPHIC OMITTED HERE]

[BAR GRAPHIC DATA]

<TABLE>
<S>       <C>       <C>       <C>       <C>       <C>       <C>       <C>     <C>
 3.52      2.17      0.73      0.38      0.54      1.73      2.75     3.07    1.77
2000      2001      2002      2003      2004      2005      2006      2007    2008
</TABLE>





<TABLE>
<CAPTION>
2009 TOTAL RETURN AS OF JUNE 30: 0.11%
<S>                                        <C>
FOR THE PERIODS INCLUDED IN THE BAR CHART:
BEST QUARTER: 0.92%, Q4 2000               WORST QUARTER: 0.06%, Q3 2003
</TABLE>


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



<TABLE>
<CAPTION>
      1 YEAR          5 YEARS      SINCE INCEPTION*
<S>                  <C>          <C>
            1.77         1.97             1.86
</TABLE>


 *   Commencement of operations for the portfolio's DWS Tax-Exempt Cash
     Institutional Shares was on November 17, 1999.

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

 For more recent performance information, contact the financial services firm
 from which you obtained this prospectus.


8 | Tax-Exempt Portfolio
<PAGE>

HOW MUCH INVESTORS PAY

The table below describes the fees and expenses that you may pay if you buy and
hold portfolio 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                               0.06%
 Distribution/Service (12b-1) Fee             0.25
 Other Expenses 1                             0.32
 TOTAL ANNUAL OPERATING EXPENSES 2            0.63
</TABLE>


1    "Other Expenses" include an administrative services fee paid to the Advisor
     in the amount of 0.10% of average daily net assets.

2    Through March 18, 2010, the Advisor has contractually agreed to waive all
     or a portion of its management fee and reimburse or pay operating expenses
     of the portfolio to the extent necessary to maintain the portfolio's
     Tax-Free Investment Class total annual operating expenses at 0.72% of
     average daily net assets, excluding certain expenses such as extraordinary
     expenses, taxes, brokerage and interest.

Based on the costs above, this example helps you compare the expenses of the
share class 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>
 $      64         $202         $351         $786
</TABLE>



                                                       Tax-Exempt Portfolio  | 9
<PAGE>

OTHER POLICIES

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

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

           If you want more information on the portfolio'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 portfolio will
           achieve its objective.

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


10 | Other Policies
<PAGE>

WHO MANAGES AND OVERSEES THE PORTFOLIO


           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 portfolio. Under the
           oversight of the Board, the Advisor makes investment decisions, buys
           and sells securities for the portfolio and conducts research that
           leads to these purchase and sale decisions. The Advisor provides a
           full range of global investment advisory services to institutional
           and retail clients.

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

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

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

           MANAGEMENT FEE. The Advisor receives a management fee from the
           portfolio. Below is the actual rate paid by the portfolio for the
           most recent fiscal year, as a percentage of the portfolio's average
           daily net assets.


<TABLE>
<CAPTION>
FUND NAME                             FEE PAID
<S>                                  <C>
  Tax-Exempt Portfolio                  0.06%
</TABLE>


           The management fee for the portfolio is computed based on the
           combined average daily net assets of Government & Agency Securities
           Portfolio, Money Market Portfolio and Tax-Exempt Portfolio, each a
           series of Cash Account Trust, and allocated to the portfolio based
           upon the portfolio's net assets.


                                    Who Manages and Oversees the Portfolio  | 11
<PAGE>

           A discussion regarding the basis for the Board's approval of the
           portfolio's investment management agreement is contained in the most
           recent shareholder report for the semiannual period ended October 31
           (see "Shareholder reports" on the back cover).

           Under a separate administrative services agreement between the
           portfolio and the Advisor, the portfolio pays the Advisor a fee for
           providing most of the portfolio's administrative services.


           Portfolio management

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


12 | Who Manages and Oversees the Portfolio
<PAGE>

FINANCIAL HIGHLIGHTS

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


Tax-Exempt Portfolio - Tax-Free Investment Class


<TABLE>
<CAPTION>
YEARS ENDED APRIL 30,                                   2009            2008           2007a
<S>                                                  <C>           <C>              <C>
SELECTED PER SHARE DATA
---------------------------------------------------------------------------------------------
NET ASSET VALUE, BEGINNING OF PERIOD                  $  1.00         $  1.00         $  1.00
-------------------------------------------------     -------         -------         -------
  Net investment income                                   .011            .027            .004
_________________________________________________     ________        ________        ________
  Less distributions from net investment income        ( .011)         ( .027)        (  .004)
-------------------------------------------------     --------        --------        --------
NET ASSET VALUE, END OF PERIOD                        $  1.00         $  1.00         $  1.00
-------------------------------------------------     --------        --------        --------
Total Return (%)                                         1.15          2.78b              .37**
-------------------------------------------------     --------        --------        --------

RATIOS TO AVERAGE NET ASSETS AND SUPPLEMENTAL DATA
---------------------------------------------------------------       --------        --------
Net assets, end of period ($ millions)                    570             572             526
_________________________________________________     ________        ________        ________
Ratio of expenses before expense reductions (%)           .63             .62             .59*
_________________________________________________     ________        ________        ________
Ratio of expenses after expense reductions (%)            .63             .61             .59*
_________________________________________________     ________        ________        ________
Ratio of net investment income (%)                       1.16            2.71            3.13*
-------------------------------------------------     --------        --------        --------
</TABLE>


a    For the period from March 19, 2007 (commencement of operations) to April
     30, 2007.

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

*   Annualized

**   Not annualized

                                                      Financial Highlights  | 13
<PAGE>

HOW TO INVEST IN THE PORTFOLIO
The following pages describe the main POLICIES associated with buying and
selling shares of the portfolio. There is also information on DIVIDENDS AND
TAXES and other matters that may affect you as the shareholder.

Because the portfolio is available only through a FINANCIAL ADVISOR, such as a
broker or financial institution, you should contact a representative of your
financial advisor for instructions on how to buy or sell portfolio shares.
<PAGE>

BUYING and SELLING Portfolio Shares



           How to contact the Service Center



<TABLE>
<S>                     <C>
  BY PHONE:             (800) 231-8568

  FIRST INVESTMENT      Deutsche Asset Management
  BY MAIL:              c/o DWS Investments
                        PO Box 219153
                        Kansas City, MO
                        64121-9153

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

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


           Our representatives are available to assist you personally Monday
           through Friday, 9:00 a.m. to 5:30 p.m., Eastern time each day the
           portfolio is open for business.


           Investment minimum


<TABLE>
<S>                    <C>
  TO OPEN AN           $  2,000
  ACCOUNT

  TO OPEN AN           $    250
  ACCOUNT WITH
  AUTOMATIC
  INVESTING PLAN

  MINIMUM ACCOUNT      $    500
  BALANCE

  TO OPEN AN IRA       $  1,000*
  ACCOUNT

  MINIMUM IRA          $      0
  ACCOUNT BALANCE
</TABLE>


           *   Minimum investment for qualified retirement plans (such as
               401(k), pension or profit sharing plans) is $0.


           Accounts opened through a financial advisor may have different
           minimum investment amounts.

           Shares of the portfolio may be offered to directors and trustees of
           any mutual fund advised or administered by DIMA or its affiliates,
           employees of Deutsche Bank AG, their spouses and minor children, or
           institutional clients and qualified purchasers


                                       Buying and Selling Portfolio Shares  | 15
<PAGE>

           that are clients of a division of Deutsche Bank AG without regard to
           the minimum investment required. The portfolio reserves the right to
           modify the above eligibility requirements and investment minimum at
           any time.


           How to open your account

<TABLE>
<S>                     <C>
  MAIL:                 Complete and sign the account application that
                        accompanies this prospectus. (You may obtain
                        additional applications by calling the Service Center.)
                        Mail the completed application along with a check
                        payable to the portfolio 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.

  PORTFOLIO NAME        Please use the complete portfolio name. Refer to the
  AND FUND NUMBER:      start of "The Portfolio'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) 231-8568.


           How to BUY and SELL shares

           MAIL:

           BUYING: Send your check, payable to the portfolio 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
           portfolio, make your check payable to "DWS Investments" and include
           your account number, the names and numbers of the portfolio you have
           selected, and the dollar amount or percentage you would like
           invested in each portfolio. 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 portfolio'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


16 | Buying and Selling Portfolio Shares
<PAGE>

           portfolio by mail. For information about a signature guarantee, see
           "Signature Guarantee." Unless exchanging into another DWS fund, you
           must submit a written authorization to sell shares in a retirement
           account.

           WIRE:

           BUYING: You may buy shares by wire only if your account is
           authorized to do so. Please note that you or your financial advisor
           must call the Service Center at (800) 231-8568 before 3:00 p.m.
           Eastern time to notify us in advance of a wire transfer purchase.
           After you inform the Service Center of the amount of your purchase,
           you will receive a trade confirmation number. Instruct your bank to
           send payment by wire using the wire instructions noted below. All
           wires must be received on the same business day that you place your
           purchase order.


<TABLE>
<S>                <C>
  BANK NAME:       State Street Bank Boston
  ROUTING NO:      011000028
  ATTN:            DWS Investments
  DDA NO:          99028102
  FBO:             (Account name) (Account number)
  CREDIT:          (Portfolio name, Fund number and, if applicable, class
                   name) (see "How to open your account")
</TABLE>


           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. To sell by wire, contact your financial advisor or
           the Service Center at (800) 231-8568 before 3:00 p.m. Eastern time.
           After you inform the Service Center of the amount of your
           redemption, you will receive a trade confirmation number.


                                       Buying and Selling Portfolio Shares  | 17
<PAGE>

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 portfolio. Please note
           that a financial advisor may charge fees separate from those charged
           by the portfolio and may be compensated by the portfolio.

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

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


           Financial intermediary support payments

           The Advisor, DWS Investments Distributors, Inc. (the "Distributor")
           and/or their affiliates may pay additional compensation, out of
           their own assets and not as an additional charge to the portfolio,
           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 portfolio 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 portfolio, any
           record keeping/sub-transfer agency/networking fees payable by the
           portfolio (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


18 | Policies You Should Know About
<PAGE>

           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
           portfolio with "shelf space" or access to a third party platform or
           portfolio offering list or other marketing programs, including,
           without limitation, inclusion of the portfolio 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
           portfolio attributable to the financial advisor, the particular
           portfolio or portfolio 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 portfolio serviced and maintained by the financial
           advisor, .05% to .25% of sales of the portfolio 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 portfolio or of any particular share class of the portfolio.
           You should review your financial advisor's compensation disclosure
           and/or talk to your financial advisor to obtain more information on
           how this


                                            Policies You Should Know About  | 19
<PAGE>

           compensation may have influenced your financial advisor's
           recommendation of the portfolio. Additional information regarding
           these revenue sharing payments is included in the portfolio's
           Statement of Additional Information, which is available to you on
           request at no charge (see the back cover of this prospectus for more
           information on how to request a copy of the Statement of Additional
           Information).

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

           It is likely that broker-dealers that execute portfolio transactions
           for the portfolio 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 portfolio. 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.


           Rule 12b-1 Plan

           The portfolio has adopted a plan under Rule 12b-1 that authorizes
           the payment of an annual distribution/service fee, payable monthly,
           of 0.25% of the portfolio's Tax-Free Investment Class average daily
           net assets. Because 12b-1 fees are paid out of the portfolio's
           assets, attributable to a particular share class, on an ongoing
           basis, they will, over time, increase the cost of an investment in
           that share class and may cost more than paying other types of sales
           charges. Under the terms of the shareholder service plan, the
           portfolio will pay the distributor an annual service fee of 0.07% of
           the portfolio's average daily net


20 | Policies You Should Know About
<PAGE>

           assets attributable to the portfolio's Tax-Free Investment Class.
           The distributor will use the service fee to pay third parties for
           services for which they are not otherwise being compensated under
           the 12b-1 Plan.


           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 portfolio, then we may reject your application and order.

           The portfolio 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 portfolio, after a reasonable effort to do so,
           you will receive written notification.

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


                                            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.

           SUB-MINIMUM BALANCES. The portfolio may close your account and send
           you the proceeds if your balance falls below $2,000; we will give
           you 60 days' notice so you can either increase your balance or close
           your account (this policy doesn't apply to most retirement
           accounts).

           TRANSACTION PROCESSING. 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 3:00
           p.m. Eastern time, it will normally receive the dividend for that
           day.

           Shareholders known to the portfolio may notify the Service Center in
           advance of their wire transfer purchase by calling the Service
           Center prior to the 3:00 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 portfolio 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 portfolio 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 portfolio's Distributor may refuse to allow any
           investor to trade with the portfolio 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 portfolio or its agents have
           incurred.


22 | Policies You Should Know About
<PAGE>

           Please contact your financial advisor for wire instructions and
           purchase orders.

           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
           portfolio receives the payment (typically the next business day).
           For redemptions processed via Fund/SERV, you generally will receive
           dividends accrued up to, but not including, the business day that
           payment for your shares is made.

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

           In order to receive proceeds by wire, contact the Service Center
           before 3:00 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 portfolio receives a sell request before
           3:00 p.m. Eastern time and the request calls for proceeds to be sent
           out by wire, the proceeds will normally be wired on the same day.
           However, the shares sold will not earn that day's dividend.

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

           CHECKWRITING enables you to sell shares of the portfolio 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. Please note that you should not write checks for more than
           $5,000,000. 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


                                            Policies You Should Know About  | 23
<PAGE>

           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.

           THE PORTFOLIO 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
           portfolio 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 portfolio sending you
           the first portfolio account statement on which an improper charge
           appears.

           THE PORTFOLIO DOES NOT ISSUE SHARE CERTIFICATES.

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

           SIGNATURE GUARANTEE. When you want to sell more than $100,000 worth
           of shares or send proceeds to a third party or to a new address,
           you'll usually need to place your order in writing and include a
           signature guarantee. However, if you want money transferred
           electronically 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


24 | Policies You Should Know About
<PAGE>

           companies, credit unions, member firms of a national stock exchange
           or any member or participant of an approved signature guarantor
           program. We require stamps from members of a medallion signature
           guarantee program. A notary cannot be accepted in lieu of a
           signature guarantee.

           SELLING SHARES OF TRUST ACCOUNTS AND BUSINESS OR ORGANIZATION
           ACCOUNTS may require additional documentation. Please call (800)
           231-8568 or contact your financial advisor for more information.

           MONEY FROM SHARES YOU SELL is normally sent out within one business
           day of when your order is processed (not when it is received),
           although it could be delayed for up to seven days. There are
           circumstances when it could be longer, including, but not limited
           to, when you are selling shares you bought recently by check or ACH
           (the funds will be placed under a 10 calendar day hold to ensure
           good funds) or when unusual circumstances prompt the SEC to allow
           further delays. Certain expedited redemption processes (e.g.,
           redemption proceeds by wire) may also be delayed or unavailable when
           you are selling shares recently purchased or in the event of the
           closing of the Federal Reserve wire payment system. The portfolio
           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
           portfolio or the fair determination of the value of the portfolio'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 portfolio, please see "Other rights we
           reserve."

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

           IF YOUR SHARES ARE REGISTERED DIRECTLY with the portfolio's transfer
           agent, you can sell them by sending a written request (with a
           signature guarantee) to:


                                            Policies You Should Know About  | 25
<PAGE>

           DWS Investments Service Company
           Attention: Transaction Processing
           P.O. Box 219557
           Kansas City, MO 64121

           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 portfolio and, accordingly, the Board of the
           portfolio has not approved any policies and procedures designed to
           limit this activity. However, the portfolio reserves the right to
           and may reject or cancel a purchase or exchange order into the
           portfolio 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 DWS fund.


           How the portfolio calculates share price

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


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


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

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

           THE PORTFOLIO IS OPEN FOR BUSINESS each day the New York Stock
           Exchange (the "Exchange") is open. Normally, the portfolio
           calculates its share price once every business day as of the close
           of regular trading on the Exchange (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


26 | Policies You Should Know About
<PAGE>

           and for receipt of redemption orders for same day wire transfer of
           proceeds will be the earlier of (a) 3:00 p.m. Eastern time or (b)
           the early closing time of the Exchange. The portfolio seeks to
           maintain a stable $1.00 share price.

           The portfolio 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
           portfolio'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 portfolio 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 portfolio
           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 portfolio will be open for
           business on a particular day. Information concerning the intention
           of the portfolio 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

                                            Policies You Should Know About  | 27
<PAGE>

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

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

           -  refuse, cancel, limit or rescind any purchase order, without
              prior notice; freeze any account (meaning you will not be able to
              purchase portfolio 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 portfolio's best
              interests or when the portfolio 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 portfolio 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 portfolio
              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; generally, the
              portfolio 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 portfolio's net assets, whichever is less

           -  change, add or withdraw various services, fees and account
              policies (for example, we may adjust the portfolio's investment
              minimums at any time). All orders to purchase shares of the
              portfolio are subject to acceptance and are not binding until
              confirmed or accepted in writing


28 | Policies You Should Know About
<PAGE>

UNDERSTANDING DISTRIBUTIONS AND TAXES

           The portfolio intends to distribute to its shareholders virtually
           all of its net earnings. The portfolio 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
           portfolio's earnings are separate from any gains or losses stemming
           from your own purchase and sale of shares.) The portfolio may not
           always pay a dividend or distribution for a given period.

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

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

           YOU CAN CHOOSE HOW TO RECEIVE YOUR DIVIDENDS AND DISTRIBUTIONS. You
           may have them all automatically reinvested in portfolio shares (at
           NAV), all deposited directly to your bank account or all sent to you
           by check, have one type reinvested and the other sent to you by
           check or have them invested in a different fund. 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 portfolio seeks to maintain a stable share price, you
           are unlikely to have capital gains or losses when you sell portfolio
           shares.

           For federal income tax purposes, distributions of net investment
           income (other than "tax-exempt dividends" for the portfolio) are
           taxable as ordinary income. The portfolio does not expect to make
           distributions that are eligible for taxation as long-term capital
           gains or as qualified dividend income.



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.



                                     Understanding Distributions and Taxes  | 29
<PAGE>

           For most shareholders, dividends from the portfolio are generally
           exempt from federal income tax. However, there are a few exceptions:


           -  A portion of the portfolio's dividends may be taxable if it came
              from investments in taxable securities, tax-exempt market
              discount bonds, or as the result of short or long-term capital
              gains.

           -  Because the portfolio can invest up to 20% of its net assets in
              securities whose income is subject to the federal alternative
              minimum tax (AMT), you may owe taxes on a portion of your
              dividends if you are among those investors who must pay AMT. In
              addition, if you receive social security or railroad retirement
              benefits, you should consult your tax advisor to determine what
              effect, if any, an investment in the portfolio may have on the
              federal taxation of your benefits.

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

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

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


30 | Understanding Distributions and Taxes
<PAGE>

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


           Using the annual portfolio operating expense ratios presented in the
           fee tables in the portfolio 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
           portfolio held for the next 10 years and the impact of such fees and
           expenses on portfolio returns for each year and cumulatively,
           assuming a 5% return for each year. The historical rate of return
           for the portfolio may be higher or lower than 5% and, for money
           market funds, is typically less than 5%. The tables also assume that
           all dividends and distributions are reinvested and that, where
           applicable, Class B shares convert to Class A shares after six
           years. The annual portfolio expense ratios shown are net of any
           contractual fee waivers or expense reimbursements, if any, for the
           period of the contractual commitment. The tables reflect the maximum
           initial sales charge, if any, but do not reflect any contingent
           deferred sales charge or redemption fees, if any, which may be
           payable upon redemption. If contingent deferred sales charges or
           redemption fees were shown, the "Hypothetical Year-End Balance After
           Fees and Expenses" amounts shown would be lower and the "Annual Fees
           and Expenses" amounts shown would be higher. 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 portfolio 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 portfolio's prospectus to consider the
           investment objectives, risks, expenses and charges of the portfolio
           prior to investing.


                                                                  Appendix  | 31
<PAGE>

               Tax-Exempt Portfolio - Tax-Free Investment Class



<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%        0.63%              4.37%       $ 10,437.00         $  64.38
   2           10.25%        0.63%              8.93%       $ 10,893.10         $  67.19
   3           15.76%        0.63%             13.69%       $ 11,369.13         $  70.13
   4           21.55%        0.63%             18.66%       $ 11,865.96         $  73.19
   5           27.63%        0.63%             23.84%       $ 12,384.50         $  76.39
   6           34.01%        0.63%             29.26%       $ 12,925.70         $  79.73
   7           40.71%        0.63%             34.91%       $ 13,490.55         $  83.21
   8           47.75%        0.63%             40.80%       $ 14,080.09         $  86.85
   9           55.13%        0.63%             46.95%       $ 14,695.39         $  90.64
  10           62.89%        0.63%             53.38%       $ 15,337.58         $  94.60
  TOTAL                                                                         $ 786.31
</TABLE>



32 | Appendix
<PAGE>

TO GET MORE INFORMATION

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

STATEMENT OF ADDITIONAL INFORMATION (SAI) - This tells you more about the
portfolio'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 portfolio, call (800) 231-8568, or contact DWS Investments at the address
listed below. SAIs and shareholder reports are also available through the DWS
Investments Web site at www.dws-investments.com. These documents and other
information about the portfolio 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 portfolio,
including the portfolio'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>
DWS INVESTMENTS      SEC                     DISTRIBUTOR
-----------------    --------------------    ------------------------------
<S>                  <C>                     <C>
PO Box 219153        100 F Street, N.E.      DWS Investments Distributors,
Kansas City, MO      Washington, D.C.        Inc.
64121-9153           20549-0102              222 South Riverside Plaza
WWW.DWS-             WWW.SEC.GOV             Chicago, IL 60606-5808
INVESTMENTS.COM      (800) SEC-0330          (800) 621-1148
(800) 231-8568
</TABLE>



<TABLE>
<S>                     <C>                       <C>
SEC FILE NUMBER:
Cash Account Trust        Tax-Exempt Portfolio    811-05970
</TABLE>



(08/01/09) CATTEP-1
[RECYCLE GRAPHIC APPEARS HERE]

<PAGE>



                               CASH ACCOUNT TRUST
                             Money Market Portfolio
                    Government & Agency Securities Portfolio
                              Tax-Exempt Portfolio



                       STATEMENT OF ADDITIONAL INFORMATION
                           Capital Assets Funds Shares
                                 August 1, 2009

This combined Statement of Additional Information ("SAI") is not a prospectus
and should be read in conjunction with the combined prospectus for the Capital
Assets Funds Shares of Money Market Portfolio, Government & Agency Securities
Portfolio and Tax-Exempt Portfolio (each a "Portfolio," collectively the
"Portfolios") offered by Cash Account Trust (the "Trust") noted, dated August 1,
2009, as amended from time to time, a copy of which may be obtained without
charge by calling (800) 231-8568, through the DWS Investments Web site at
www.dws-investments.com or from the firm from which this SAI was obtained and
are available along with other materials on the Securities and Exchange
Commission's Internet Web site (http://www.sec.gov).

Portions of the Annual Reports to Shareholders of the Portfolios for the Capital
Assets Funds Shares., dated April 30, 2009 are incorporated by reference into
and are hereby deemed to be a part of this SAI. A copy of an Annual Report may
be obtained free of charge by calling (800) 231-8568. This SAI is incorporated
by reference into the combined prospectus.


                                TABLE OF CONTENTS

                                                                            Page
                                                                            ----

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

INVESTMENT POLICIES AND TECHNIQUES.............................................3
   Portfolio Holdings Information.............................................16

MANAGEMENT OF THE PORTFOLIOS..................................................17
   Investment Advisor.........................................................17

PORTFOLIO SERVICE PROVIDERS...................................................24
   Administrator..............................................................24
   Distributor................................................................25
   Sub-Distributor............................................................26
   Custodian..................................................................27
   Transfer Agent.............................................................27
   Legal Counsel..............................................................28
   Independent Registered Public Accounting Firm..............................28
  Fund Accounting Agent......................................................29

PORTFOLIO TRANSACTIONS........................................................29

PURCHASE AND REDEMPTION OF SHARES.............................................31

DIVIDENDS.....................................................................47

TAXES.........................................................................47

NET ASSET VALUE...............................................................51

BOARD MEMBERS AND OFFICERS....................................................52

TRUST ORGANIZATION............................................................76

PROXY VOTING GUIDELINES.......................................................77

FINANCIAL STATEMENTS..........................................................77

ADDITIONAL INFORMATION........................................................78

APPENDIX A -- PROXY VOTING GUIDELINES.........................................79

APPENDIX B -- RATINGS OF INVESTMENTS.........................................103


                             INVESTMENT RESTRICTIONS

Money Market Portfolio only:

The Money Market Portfolio has adopted certain investment restrictions which,
together with the investment objectives and policies of Money Market Portfolio
(except for policies of Money Market Portfolio designated as nonfundamental),
may not be changed for the Portfolio without the approval of a majority of its
outstanding voting securities which, under the Investment Company Act of 1940,
as amended (the "1940 Act") and the rules thereunder and as used in this
combined SAI, means the lesser of (1) 67% or more of the voting securities of
the Portfolio present at such meeting, if holders of more than 50% of the
outstanding voting securities of the Portfolio are present or represented by
proxy, or (2) more than 50% of the outstanding voting securities of the
Portfolio.

The Money Market Portfolio is a diversified series of Cash Account Trust, an
open-end management investment company.

The Money Market Portfolio may not:

(1)      Purchase securities of any issuer (other than obligations of, or
         guaranteed by, the United States Government, its agencies or
         instrumentalities) if, as a result, more than 5% of the value of the
         Portfolio's assets would be invested in securities of that issuer.

(2)      Purchase more than 10% of any class of  securities  of any issuer.  All
         debt  securities  and all preferred  stocks are each  considered as one
         class.

(3)      Make loans to others (except  through the purchase of debt  obligations
         or repurchase  agreements in accordance  with its investment  objective
         and policies).

(4)      Borrow money except as a temporary measure for extraordinary or
         emergency purposes and then only in an amount up to one-third of the
         value of its total assets, in order to meet redemption requests without
         immediately selling any money market instruments (any such borrowings
         under this section will not be collateralized). If, for any reason, the
         current value of the Portfolio's total assets falls below an amount
         equal to three times the amount of its indebtedness from money
         borrowed, the Portfolio will, within three days (not including Sundays
         and holidays), reduce its indebtedness to the extent necessary. The
         Portfolio will not borrow for leverage purposes.

(5)      Make short sales of securities, or purchase any securities on margin
         except to obtain such short-term credits as may be necessary for the
         clearance of transactions.

(6)      Write, purchase or sell puts, calls or combinations thereof.

(7)      Purchase or retain the securities of any issuer if any of the officers
         or trustees of the Trust or its investment advisor owns beneficially
         more than 1/2 of 1% of the securities of such issuer and together own
         more than 5% of the securities of such issuer.

(8)      Invest for the purpose of exercising control or management of another
         issuer.

(9)      Invest in commodities or commodity futures contracts or in real estate
         (or real estate limited partnerships), although it may invest in
         securities which are secured by real estate and securities of issuers
         which invest or deal in real estate.

(10)     Invest in interests in oil, gas or other mineral exploration or
         development programs or leases, although it may invest in the
         securities of issuers which invest in or sponsor such programs.

(11)     Underwrite securities issued by others except to the extent the
         Portfolio may be deemed to be an underwriter, under the federal
         securities laws, in connection with the disposition of portfolio
         securities.

(12)     Issue senior securities as defined in the 1940 Act.

Additionally, the Money Market Portfolio may not:

(13)     Concentrate 25% or more of the value of the Portfolio's assets in any
         one industry; provided, however, that (a) the Portfolio reserves
         freedom of action to invest up to 100% of its assets in obligations of,
         or guaranteed by, the United States Government, its agencies or
         instrumentalities in accordance with its investment objective and
         policies and (b) the Portfolio will invest at least 25% of its assets
         in obligations issued by banks in accordance with its investment
         objective and policies. However, the Portfolio may, in the discretion
         of its investment advisor, invest less than 25% of its assets in
         obligations issued by banks whenever the Portfolio assumes a temporary
         defensive posture.

With regard to restriction #13, for purposes of determining the concentration of
the Portfolio's total assets, financial institutions include companies within
the financial services industry. The Advisor deems the financial services
industry to include the group of industries within the financial services
sector. The Advisor may analyze the characteristics of a particular issuer and
security and assign an industry or sector classification consistent with those
characteristics in the event that the third party classification provider used
by the Advisor does not assign a classification. In addition, asset-backed
securities will be classified separately, based on standard classification used
by rating agencies. Currently, the following classifications are used:
securities arbitrage programs, multi-seller programs, single-seller programs,
loan backed programs, hybrid programs and special investment vehicles.

Government & Agency Securities Portfolio and Tax-Exempt Portfolio only:

The following fundamental policies may not be changed without the approval of a
majority of the outstanding voting securities of a Portfolio which, under 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 a Portfolio are present or
represented by proxy, or (2) more than 50% of the outstanding voting securities
of a Portfolio.

Except as otherwise indicated, a Portfolio's investment objective and policies
are not fundamental and may be changed without a vote of shareholders. There can
be no assurance that a Portfolio's objective will be met.

Government & Agency Securities Portfolio and Tax-Exempt Portfolio, each a series
of Cash Account Trust, an open-end investment management company, have each
elected to be treated as diversified, as that term is used in the 1940 Act, and
as interpreted or modified by regulatory authority having jurisdiction from time
to time.

As a matter of fundamental policy, a Portfolio may not:

(1)       Borrow money, except as permitted under the 1940 Act, as amended, 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, as
          amended, 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 a Portfolio may be 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 deal in real estate or mortgages or investments
          secured by real estate or interests therein, except that a Portfolio
          reserves freedom of action to hold and to sell real estate acquired as
          a result of a Portfolio's ownership of securities.

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

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

For Tax-Exempt Portfolio only:

(7)       Concentrate its investments in a particular industry, as that term is
          used in the 1940 Act (excluding U.S. Government obligations), as
          amended, and as interpreted or modified by regulatory authority having
          jurisdiction, from time to time.

The Tax-Exempt Portfolio, as a nonfundamental policy that may be changed without
shareholder vote, may not: purchase securities of other investment companies,
except in connection with a merger, consolidation, reorganization or acquisition
of assets.

In addition, the Tax-Exempt Portfolio may invest more than 25% of its total
assets in industrial development bonds.

The Money Market Portfolio and Government & Agency Securities Portfolio, as a
nonfundamental policy that may be changed without shareholder vote, individually
may not:

(i) Invest more than 10% of total assets in non-affiliated registered investment
companies.

The Portfolios will not purchase illiquid securities, including time deposits
and repurchase agreements maturing in more than seven days if, as a result
thereof, more than 10% of a Portfolio's net assets valued at the time of the
transaction would be invested in such securities.

Any investment restrictions herein which involve a maximum percentage of
securities or assets shall not be considered to be violated unless an excess
over the percentage occurs immediately after and is caused by an acquisition or
encumbrance of securities or assets of, or borrowings by a Portfolio.

                       INVESTMENT POLICIES AND TECHNIQUES

The Portfolios described in this SAI seek to provide maximum current income (and
for Tax-Exempt Portfolio, that is exempt from federal income taxes) consistent
with stability of capital. Each Portfolio is managed to maintain a net asset
value of $1.00 per share.

The Trust is a money market mutual fund designed to provide its shareholders
with professional management of short-term investment dollars. The Trust is
designed for investors who seek maximum current income consistent with stability
of capital. The Trust pools individual and institutional investors' money that
it uses to buy high quality money market instruments. The Trust is a series
investment company. It currently offers three investment Portfolios: the Money
Market Portfolio, the Government & Agency Securities Portfolio and the
Tax-Exempt Portfolio. A Portfolio's investments are subject to price
fluctuations resulting from rising or declining interest rates and are subject
to the ability of the issuers of such investments to make payment at maturity.
Each Portfolio is designed for investors who want to avoid the fluctuations of
principal commonly associated with equity or long-term bond investments. There
can be no guarantee that a Portfolio will achieve its investment objective or
that it will maintain a net asset value of $1.00 per share.

Money Market Portfolio. The Portfolio seeks maximum current income consistent
with stability of capital. The Portfolio pursues its investment objective by
normally investing primarily in the following types of US Dollar-denominated
money market instruments that mature in 12 months or less at time of purchase:

1.       Obligations of, or guaranteed by, the US or Canadian governments, their
         agencies or instrumentalities.

2.       Bank certificates of deposit, time deposits or bankers' acceptances of
         US banks (including their foreign branches) and Canadian chartered
         banks having total assets in excess of $1 billion.

3.       Bank certificates of deposit, time deposits or bankers' acceptances of
         foreign banks (including their US and foreign branches) having total
         assets in excess of $10 billion.

4.       Commercial paper, notes, bonds, debentures, participation certificates
         or other debt obligations that (i) are rated high quality by Moody's
         Investors Service, Inc. ("Moody's"), Standard & Poor's Corporation
         ("S&P"), or Fitch Investor Services, Inc. ("Fitch"); or (ii) if
         unrated, are determined to be at least equal in quality to one or more
         of the above ratings in the discretion of Deutsche Investment
         Management Americas Inc. ("DIMA" or the "Advisor").

5.       Repurchase agreements of obligations that are suitable for investment
         under the categories are set forth above. Repurchase agreements are
         discussed below.

In addition, the Portfolio limits its investments to securities that meet the
quality and diversification requirements of Rule 2a-7 under the 1940 Act.

The Portfolio will normally invest at least 25% of its total assets in
obligations issued by banks; provided, however, the Portfolio may in the
discretion of the Portfolio's Advisor temporarily invest less than 25% of its
assets in such obligations whenever the Portfolio assumes a defensive posture.
Investments by the Portfolio in Eurodollar certificates of deposit issued by
London branches of US banks, or obligations issued by foreign entities,
including US branches of foreign banks, involve risks that are different from
investments in securities of domestic branches of US banks. These risks may
include future unfavorable political and economic developments, possible
withholding taxes on interest payments, seizure of foreign deposits, currency
controls, interest limitations or other governmental restrictions that might
affect payment of principal or interest. The market for such obligations may be
less liquid and, at times, more volatile than for securities of domestic
branches of US banks. Additionally, there may be less public information
available about foreign banks and their branches. The profitability of the
banking industry is dependent largely upon the availability and cost of funds
for the purpose of financing lending operations under prevailing money market
conditions. General economic conditions as well as exposure to credit losses
arising from possible financial difficulties of borrowers play an important part
in banking operations. As a result of federal and state laws and regulations,
domestic banks are, among other things, required to maintain specified levels of
reserves, limited in the amounts they can loan to a single borrower and subject
to other regulations designed to promote financial soundness. However, not all
such laws and regulations apply to the foreign branches of domestic banks.
Foreign branches of foreign banks are not regulated by US banking authorities,
and generally are not bound by accounting, auditing and financial reporting
standards comparable to US banks. Bank obligations held by the Portfolio do not
benefit materially from insurance from the Federal Deposit Insurance
Corporation.

The Portfolio may invest in high quality participation certificates
("Certificates") representing undivided interests in trusts that hold a
portfolio of receivables from consumer and commercial credit transactions, such
as transactions involving consumer revolving credit card accounts or commercial
revolving credit loan facilities. The receivables would include amounts charged
for goods and services, finance charges, late charges and other related fees and
charges. Interest payable on the Certificates may be fixed or may be adjusted
periodically or "float" continuously according to a formula based upon an
objective standard such as the 30-day commercial paper rate. A trust may have
the benefit of a letter of credit from a bank at a level established to satisfy
rating agencies as to the credit quality of the assets supporting the payment of
principal and interest on the Certificates. Payments of principal and interest
on the Certificates would be dependent upon the underlying receivables in the
trust and may be guaranteed under a letter of credit to the extent of such
credit. The quality rating by a rating service of an issue of Certificates is
based primarily upon the value of the receivables held by the trust and the
credit rating of the issuer of any letter of credit and of any other guarantor
providing credit support to the trust. The Advisor considers these factors as
well as others, such as any quality ratings issued by the rating services
identified above, in reviewing the credit risk presented by a certificate and in
determining whether the certificate is appropriate for investment by the
Portfolio. Collection of receivables in the trust may be affected by various
social, legal and economic factors affecting the use of credit and repayment
patterns, such as changes in consumer protection laws, the rate of inflation,
unemployment levels and relative interest rates. It is anticipated that for most
publicly offered Certificates there will be a liquid secondary market or there
may be demand features enabling the Portfolio to readily sell its Certificates
prior to maturity to the issuer or a third party. While the Portfolio may invest
without limit in Certificates, it is currently anticipated that such investments
will not exceed 25% of the Portfolio's assets.

Government & Agency Securities Portfolio. The Portfolio seeks to provide maximum
current income consistent with stability of capital. The Portfolio pursues its
objective by investing, under normal circumstances, in US Treasury bills, notes,
bonds and other obligations issued or guaranteed by the US government, its
agencies or instrumentalities and repurchase agreements backed by these
securities. The Portfolio currently intends to purchase securities whose
remaining maturities are no longer than 397 calendar days (approximately 13
months). Some securities issued by US Government agencies or instrumentalities
are supported only by the credit of the agency or instrumentality, such as those
issued by the Federal Home Loan Bank, and others are backed by the full faith
and credit of the US Government. Short-term US Government obligations generally
are considered to be the safest short-term investment. The US Government
guarantee of the securities owned by the Portfolio, however, does not guarantee
the net asset value of its shares, which the Portfolio seeks to maintain at
$1.00 per share. Also, with respect to securities supported only by the credit
of the issuing 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. Interest paid on
Treasuries is usually exempt from state and local income taxes, and for most
Portfolio shareholders the bulk of Portfolio distributions will be exempt from
these taxes as well (although not from federal income tax). The Portfolio may
invest up to 10% of its total assets in other money market mutual funds in
accordance with applicable regulations. The other money market funds in which
the Portfolio may invest will be non-affiliated funds; will be rated in the
highest category by a nationally recognized statistical rating organization;
will be determined by DIMA to have investment objectives and policies comparable
to those of the Portfolio; and will pursue their investment objectives through
investments in securities that are substantially similar to the securities in
which the Portfolio may invest. The shares of any such money market fund in
which the Portfolio may invest would not be guaranteed by the US government, its
agencies or instrumentalities.

Tax-Exempt Portfolio. The Portfolio seeks to provide maximum current income that
is exempt from federal income taxes to the extent consistent with stability of
capital. The Portfolio pursues its objective primarily through a professionally
managed, diversified portfolio of short-term high quality tax-exempt municipal
obligations. Under normal circumstances, at least 80% of the Portfolio's net
assets will, as a fundamental policy, be invested in obligations issued by or on
behalf of states, territories and possessions of the United States and the
District of Columbia and their political subdivisions, agencies and
instrumentalities ("Municipal Securities"), the income from which is exempt from
regular federal income tax and federal alternative minimum tax ("AMT"). In
compliance with the position of the staff of the Securities and Exchange
Commission ("SEC"), the Portfolio does not consider certain "private activity"
bonds (i.e., those subject to AMT) to be Municipal Securities for purposes of
the 80% limitation.

The Portfolio may purchase securities that provide for the
right to resell them to an issuer, bank or dealer at an agreed upon price or
yield within a specified period prior to the maturity date of such securities.
Such a right to resell is referred to as a stand-by commitment (as defined
below). Securities may cost more with stand-by commitments than without them.
Stand-by commitments will be entered into solely to facilitate portfolio
liquidity. A stand-by commitment may be exercised before the maturity date of
the related Municipal Security if the Advisor revises its evaluation of the
creditworthiness of the underlying security or of the entity issuing the
stand-by commitment. The Portfolio's policy is to enter into stand-by
commitments only with issuers, banks or dealers that are determined by the
Advisor to present minimal credit risks. If an issuer, bank or dealer should
default on its obligation to repurchase an underlying security, the Portfolio
might be unable to recover all or a portion of any loss sustained from having to
sell the security elsewhere.

The Portfolio may purchase and sell Municipal Securities on a when-issued or
delayed delivery basis. A when-issued or delayed delivery transaction arises
when securities are bought or sold for future payment and delivery to secure
what is considered to be an advantageous price and yield to the Portfolio at the
time it enters into the transaction. In determining the maturity of portfolio
securities purchased on a when-issued or delayed delivery basis, the Portfolio
will consider them to have been purchased on the date when it committed itself
to the purchase.

A security purchased on a when-issued basis, like all securities held by the
Portfolio, is subject to changes in market value based upon changes in the level
of interest rates and investors' perceptions of the creditworthiness of the
issuer. Generally such securities will appreciate in value when interest rates
decline and decrease in value when interest rates rise. Therefore if, in order
to achieve higher interest income, the Portfolio remains substantially fully
invested at the same time that it has purchased securities on a when-issued
basis, there will be a greater possibility that the market value of the
Portfolio's assets will vary from $1.00 per share because the value of a
when-issued security is subject to market fluctuation and no interest accrues to
the purchaser prior to settlement of the transaction.

The Portfolio will only make commitments to purchase Municipal Securities on a
when-issued or delayed delivery basis with the intention of actually acquiring
the securities, but the Portfolio reserves the right to sell these securities
before the settlement date if deemed advisable. The sale of these securities may
result in the realization of gains that are not exempt from federal income tax.

In seeking to achieve its investment objective, the Portfolio may invest all or
any part of its assets in Municipal Securities that are industrial development
bonds. Moreover, although the Portfolio does not currently intend to do so on a
regular basis, it may invest more than 25% of its assets in Municipal Securities
that are repayable out of revenue streams generated from economically related
projects or facilities, if such investment is deemed necessary or appropriate by
the Advisor. To the extent that the Portfolio's assets are concentrated in
Municipal Securities payable from revenues on economically related projects and
facilities, the Portfolio will be subject to the risks presented by such
projects to a greater extent than it would be if the Portfolio's assets were not
so concentrated.

Temporary Defensive Position. In response to adverse political, economic or
market events, Tax-Exempt Portfolio may adopt a temporary defensive position in
which it places more than 20% of the Portfolio's assets in high quality money
market investments that are subject to federal income tax. To the extent that
the Portfolio may do so, it may not meet its goal of a high level of current
federal income tax-exempt income.

Investment Policies

Descriptions in this SAI of a particular investment practice or technique in
which a Portfolio may engage or a financial instrument which a Portfolio may
purchase are meant to describe the spectrum of investments that the Advisor, in
its discretion, might, but is not required to, use in managing a Portfolio's
assets. The Advisor may, in its discretion, at any time, employ such practice,
technique or instrument for one or more funds but not for all funds advised by
it. Furthermore, it is possible that certain types of financial instruments or
investment techniques described herein may not be available, permissible,
economically feasible or effective for their intended purposes in all markets.
Certain practices, techniques, or instruments may not be principal activities of
a Portfolio, but, to the extent employed, could, from time to time, have a
material impact on a Portfolio's performance.

It is possible that certain investment practices and techniques described below
may not be permissible for a Portfolio based on its investment restrictions, as
described herein and in the applicable prospectus of a Portfolio.

Bank and Savings and Loan Obligations. These obligations include negotiable
certificates of deposit, bankers' acceptances, deposit notes, fixed time
deposits or other short-term bank obligations. Certificates of deposit are
negotiable certificates evidencing the obligations of a bank to repay funds
deposited with it for a specified period of time. A Portfolio may invest in
certificates of deposit of large domestic banks and their foreign branches,
large US regulated subsidiaries of large foreign banks, and of smaller banks as
described below. Although a Portfolio recognizes that the size of a bank is
important, this fact alone is not necessarily indicative of its
creditworthiness. Investment in certificates of deposit issued by foreign
branches of domestic banks involves investment risks that are different in some
respects from those associated with investment in certificates of deposit issued
by domestic branches of domestic banks, including the possible imposition of
withholding taxes on interest income, the possible adoption of foreign
governmental restrictions which might adversely affect the payment of principal
and interest on such certificates of deposit, or other adverse political or
economic developments. In addition, it might be more difficult to obtain and
enforce a judgment against a foreign branch of a domestic bank.

A Portfolio may also invest in certificates of deposit issued by banks and
savings and loan institutions which had, at the time of their most recent annual
financial statements, total assets of less than $1 billion, provided that (i)
the principal amounts of such certificates of deposit are insured by an agency
of the US Government, (ii) at no time will a Portfolio hold more than $100,000
principal amount of certificates of deposit of any one such bank, and (iii) at
the time of acquisition, no more than 10% of a Portfolio's assets (taken at
current value) are invested in certificates of deposit of such banks having
total assets not in excess of $1 billion.

Banker's acceptances are credit instruments evidencing the obligations of a bank
to pay a draft drawn on it by a customer. These instruments reflect the
obligation both of the bank and of the drawer to pay the face amount of the
instrument upon maturity.

Time deposits are non-negotiable deposits maintained in a banking institution
for a specified period of time at a stated interest rate. Time deposits which
may be held by a Portfolio will not benefit from insurance from the Bank
Insurance Fund or the Savings Association Insurance Fund administered by the
Federal Deposit Insurance Corporation. Fixed time deposits may be withdrawn on
demand by the investor, but may be subject to early withdrawal penalties that
vary with market conditions and the remaining maturity of the obligation. Fixed
time deposits subject to withdrawal penalties maturing in more than seven
calendar days are subject to a Portfolio's limitation on investments in illiquid
securities.

Certificates of Participation (Tax-Exempt Portfolio only). A Portfolio may
purchase high quality Certificates of Participation in trusts that hold
Municipal Securities. A Certificate of Participation gives a Portfolio an
undivided interest in the Municipal Security in the proportion that a
Portfolio's interest bears to the total principal amount of the Municipal
Security. These Certificates of Participation may be variable rate or fixed
rate. A Certificate of Participation may be backed by an irrevocable letter of
credit or guarantee of a financial institution that satisfies rating agencies as
to the credit quality of the Municipal Security supporting the payment of
principal and interest on the Certificate of Participation. Payments of
principal and interest would be dependent upon the underlying Municipal Security
and may be guaranteed under a letter of credit to the extent of such credit. The
quality rating by a rating service of an issue of Certificates of Participation
is based primarily upon the rating of the Municipal Security held by the trust
and the credit rating of the issuer of any letter of credit and of any other
guarantor providing credit support to the issue. The Advisor considers these
factors as well as others, such as any quality ratings issued by the rating
services identified above, in reviewing the credit risk presented by a
Certificate of Participation and in determining whether the Certificate of
Participation is appropriate for investment by a Portfolio. It is anticipated by
each Portfolio's Advisor that, for most publicly offered Certificates of
Participation, there will be a liquid secondary market or there may be demand
features enabling a Portfolio to readily sell its Certificates of Participation
prior to maturity to the issuer or a third party. As to those instruments with
demand features, a Portfolio intends to exercise its right to demand payment
from the issuer of the demand feature only upon a default under the terms of the
Municipal Security, as needed to provide liquidity to meet redemptions, or to
maintain a high quality investment portfolio.

Funding Agreements (Money Market Portfolio only). Funding agreements are
contracts issued by insurance companies that provide investors the right to
receive a variable rate of interest and the full return of principal at
maturity. Funding agreements also include a put option that allows the Portfolio
to terminate the agreement at a specified time to the insurance company prior to
maturity. Funding agreements generally offer a higher yield than other variable
securities with similar credit ratings. The primary risk of a funding agreement
is the credit quality of the insurance company that issues it. Funding
agreements are considered "illiquid" securities and will count towards the
Portfolio's limit on investing in illiquid securities.

Illiquid Securities and Restricted Securities. A Portfolio may purchase
securities that are subject to legal or contractual restrictions on resale
("restricted securities"). Generally speaking, restricted securities may be sold
(i) only to qualified institutional buyers; (ii) in a privately negotiated
transaction to a limited number of purchasers; (iii) in limited quantities after
they have been held for a specified period of time and other conditions are met
pursuant to an exemption from registration; or (iv) in a public offering for
which a registration statement is in effect under the Securities Act of 1933, as
amended (the "1933 Act"). Issuers of restricted securities may not be subject to
the disclosure and other investor protection requirements that would be
applicable if their securities were publicly traded.

Restricted securities are often illiquid, but they may also be liquid. For
example, restricted securities that are eligible for resale under Rule 144A are
often deemed to be liquid.

Each Portfolio's Board of Trustees has approved guidelines for use by the
Advisor in determining whether a security is liquid or illiquid. Among the
factors the Advisor may consider in reaching liquidity decisions relating to
Rule 144A securities are: (1) the frequency of trades and quotes for the
security; (2) the number of dealers wishing to purchase or sell the security and
the number of other potential purchasers; (3) dealer undertakings to make a
market in the security; and (4) the nature of the security and the nature of the
market for the security (i.e., the time needed to dispose of the security, the
method of soliciting offers, and the mechanics of the transfer issuers of
restricted securities may not be subject to the disclosure and other investor
protection requirements that would be applicable if their securities were
publicly traded. Where a registration statement is required for the resale of
restricted securities, a Portfolio may be required to bear all or part of the
registration expenses. A Portfolio may be deemed to be an "underwriter" for
purposes of the 1933 Act, when selling restricted securities to the public and,
in such event, a Portfolio may be liable to purchasers of such securities if the
registration statement prepared by the issuer is materially inaccurate or
misleading.

A Portfolio may also purchase securities that are not subject to legal or
contractual restrictions on resale, but that are deemed illiquid. Such
securities may be illiquid, for example, because there is a limited trading
market for them.

A Portfolio may be unable to sell a restricted or illiquid security. In
addition, it may be more difficult to determine a market value for restricted or
illiquid securities. Moreover, if adverse market conditions were to develop
during the period between a Portfolio's decision to sell a restricted or
illiquid security and the point at which a Portfolio is permitted or able to
sell such security, a Portfolio might obtain a price less favorable than the
price that prevailed when it decided to sell. This investment practice,
therefore, could have the effect of increasing the level of illiquidity of a
Portfolio.

Impact of Large Redemptions and Purchases of Portfolio Shares. From time to
time, shareholders of a Portfolio (which may include affiliated and/or
non-affiliated registered investment companies that invest in a Portfolio) may
make relatively large redemptions or purchases of Portfolio shares. These
transactions may cause a Portfolio 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 a Portfolio's performance to the extent that a Portfolio 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 a Portfolio's expense ratio.

Industrial Development and Pollution Control Bonds (Tax-Exempt Portfolio only).
Industrial Development and Pollution Control Bonds (which are types of private
activity bonds), although nominally issued by municipal authorities, are
generally not secured by the taxing power of the municipality but are secured by
the revenues of the authority derived from payments by the industrial user.
Under federal income tax legislation, certain types of Industrial Development
Bonds and Pollution Control Bonds may no longer be issued on a tax-exempt basis,
although previously issued bonds of these types and certain refundings of such
bonds are not affected. For the purposes of a Portfolio's investment limitation
regarding concentration of investments in any one industry, industrial
development or other private activity bonds ultimately payable by companies
within the same industry will be considered as if they were issued by issuers in
the same industry.

Interfund Borrowing and Lending Program. The Trust, on behalf of a Portfolio,
has received exemptive relief from the SEC which permits a fund to participate
in an interfund borrowing and lending program among certain investment companies
advised by the Advisor. The interfund borrowing and lending program allows the
participating funds to borrow money from and loan money to each other for
temporary or emergency purposes. The program is subject to a number of
conditions designed to ensure fair and equitable treatment of all participating
funds, including the following: (1) no fund may borrow money through the program
unless it receives a more favorable interest rate than a rate approximating the
lowest interest rate at which bank loans would be available to any of the
participating funds under a loan agreement; and (2) no fund may lend money
through the program unless it receives a more favorable return than that
available from an investment in repurchase agreements and, to the extent
applicable, money market cash sweep arrangements. In addition, a fund may
participate in the program only if and to the extent that such participation is
consistent with the fund's investment objectives and policies (for instance,
money market funds would normally participate only as lenders and tax exempt
funds only as borrowers). Interfund loans and borrowings may extend overnight,
but could have a maximum duration of seven days. Loans may be called on one
day's notice. A fund may have to borrow from a bank at a higher interest rate if
an interfund loan is called or not renewed. Any delay in repayment to a lending
fund could result in a lost investment opportunity or additional costs. The
program is subject to the oversight and periodic review of the Boards of the
participating funds. To the extent a Portfolio is actually engaged in borrowing
through the interfund lending program, a Portfolio, as a matter of
nonfundamental policy, may not borrow except in accordance with its fundamental
and nonfundamental policies.

Letters of Credit (Tax-Exempt Portfolio only). Municipal obligations, including
certificates of participation, commercial paper and other short-term
obligations, may be backed by an irrevocable letter of credit of a bank which
assumes the obligation for payment of principal and interest in the event of
default by the issuer. Only banks which, in the opinion of the Advisor, are of
investment quality comparable to other permitted investments of a Portfolio may
be used for letter of credit backed investments.

Maintenance of $1.00 Net Asset Value, Credit Quality and Portfolio Maturity.
Pursuant to Rule 2a-7 of the 1940 Act, a Portfolio effects sales, redemptions
and repurchases at the net asset value per share, normally $1.00. In fulfillment
of its responsibilities under that rule, the Board of Trustees has approved
policies established by the Advisor reasonably calculated to prevent a
Portfolio's net asset value per share from deviating from $1.00 except under
unusual or extraordinary circumstances and the Board will periodically review
the Advisor's operations under such policies at regularly scheduled Board
meetings. Those policies include a weekly monitoring by the Advisor of
unrealized gains and losses in a Portfolio's investment portfolio, and when
necessary, in an effort to avoid deviation, taking corrective action, such as
adjusting the maturity of the investment portfolio, or, if possible, realizing
gains or losses to offset in part unrealized losses or gains. The result of
those policies may be that the yield on shares of a Portfolio will be lower than
would be the case if the policies were not in effect. Such policies also provide
for certain action to be taken with respect to Portfolio securities which
experience a downgrade in rating or suffer a default.

Securities eligible for investment by the Portfolio are those securities which
are generally rated (or issued by an issuer with comparable securities rated) in
one of the two highest short-term rating categories by at least two rating
services (or by one rating service, if no other rating agency has issued a
rating with respect to that security); 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. A Portfolio will not invest more than 5% of its total
assets in the securities of a single issuer, other than the US Government. A
Portfolio may, however, invest more than 5% of its total assets in the first
tier securities of a single issuer for a period of up to three business days
after purchase, although a Portfolio may not make more than one such investment
at any time during such period. A Portfolio may not invest more than 5% of its
total assets in securities which were second tier securities when acquired by
the Portfolio. Further, a Portfolio may not invest more than the greater of (1)
1% of its total assets, or (2) one million dollars, in the securities of a
single issuer which were second tier securities when acquired by the Portfolio.
For a description of these ratings, see "Appendix B--Ratings of Investments" in
this SAI.

The assets of a Portfolio consist entirely of cash items and investments having
an effective maturity date of 397 calendar days (12 months for Money Market
Portfolio) or less from the date of purchase (including investment in repurchase
agreements, in which case maturity is measured by the repurchase date, without
respect to the maturity of the underlying obligation). The term "Government
Securities," as used herein, means securities issued or guaranteed as to
principal or interest by the US Government, its agencies or instrumentalities. A
Portfolio will be managed so that the average maturity of all instruments (on a
dollar-weighted basis) will be 90 days or less. The average maturity of a
Portfolio will vary according to the management's appraisal of money market
conditions. A Portfolio will invest only in securities determined by the
Advisor, pursuant to procedures adopted by the Board, to be of high quality with
minimal credit risks.

Municipal Lease Obligations and Participation Interests (Tax-Exempt Portfolio
only). Participation interests represent undivided interests in municipal
leases, installment purchase contracts, conditional sales contracts or other
instruments. These are typically issued by a trust or other entity which has
received an assignment of the payments to be made by the state or political
subdivision under such leases or contracts. They may be variable rate or fixed
rate.

A Portfolio may purchase from banks participation interests in all or part of
specific holdings of municipal obligations, provided the participation interest
is fully insured. Each participation is backed by an irrevocable letter of
credit or guarantee of the selling bank that the Advisor has determined meets
the prescribed quality standards of a Portfolio. Therefore, either the credit of
the issuer of the municipal obligation or the selling bank, or both, will meet
the quality standards of the particular fund. A Portfolio has the right to sell
the participation back to the bank after seven days' notice for the full
principal amount of a Portfolio's interest in the municipal obligation plus
accrued interest, but only (i) as required to provide liquidity to a Portfolio,
(ii) to maintain a high quality investment portfolio or (iii) upon a default
under the terms of the municipal obligation. The selling bank will receive a fee
from a Portfolio in connection with the arrangement. A Portfolio will not
purchase participation interests unless in the opinion of bond counsel, counsel
for the issuers of such participations or counsel selected by the Advisor, the
interest from such participations is exempt from regular federal income tax for
a Portfolio.

A municipal lease obligation may take the form of a lease, installment purchase
contract or conditional sales contract which is issued by a state or local
government and authorities to acquire land, equipment and facilities. Income
from such obligations is generally exempt from state and local taxes in the
state of issuance. Municipal lease obligations frequently involve special risks
not normally associated with general obligations or revenue bonds. Leases and
installment purchase or conditional sale contracts (which normally provide for
title in the leased asset to pass eventually to the governmental issuer) have
evolved as a means for governmental issuers to acquire property and equipment
without meeting the constitutional and statutory requirements for the issuance
of debt. The debt issuance limitations are deemed to be inapplicable because of
the inclusion in many leases or contracts of "non-appropriation" clauses that
relieve the governmental issuer of any obligation to make future payments under
the lease or contract unless money is appropriated for such purpose by the
appropriate legislative body on a yearly or other periodic basis. In addition,
such leases or contracts may be subject to the temporary abatement of payments
in the event the issuer is prevented from maintaining occupancy of the leased
premises or utilizing the leased equipment. Although the obligations may be
secured by the leased equipment or facilities, the disposition of the property
in the event of nonappropriation or foreclosure might prove difficult, time
consuming and costly, and result in a delay in recovery or the failure to fully
recover a Portfolio's original investment. A Portfolio may also invest in a
municipal lease obligation by purchasing a participation interest in a municipal
lease obligation.

Certain municipal lease obligations and participation interests may be deemed
illiquid for the purpose of a Portfolio's limitation on investments in illiquid
securities. Other municipal lease obligations and participation interests
acquired by a Portfolio may be determined by the Advisor to be liquid securities
for the purpose of such limitation. In determining the liquidity of municipal
lease obligations and participation interests, the Advisor will consider a
variety of factors including: (1) the willingness of dealers to bid for the
security; (2) the number of dealers willing to purchase or sell the obligation
and the number of other potential buyers; (3) the frequency of trades or quotes
for the obligation; and (4) the nature of the marketplace trades. In addition,
the Advisor will consider factors unique to particular lease obligations and
participation interests affecting the marketability thereof. These include the
general creditworthiness of the issuer, the importance to the issuer of the
property covered by the lease and the likelihood that the marketability of the
obligation will be maintained throughout the time the obligation is held by a
Portfolio.

A Portfolio may purchase participation interests in municipal lease obligations
held by a commercial bank or other financial institution. Such participations
provide a Portfolio with the right to a pro rata undivided interest in the
underlying municipal lease obligations. In addition, such participations
generally provide a Portfolio with the right to demand payment, on not more than
seven days' notice, of all or any part of such Portfolio's participation
interest in the underlying municipal lease obligation, plus accrued interest.

Municipal Securities (Tax-Exempt Portfolio only). Certain Municipal Securities,
such as industrial development bonds, are issued by or on behalf of public
authorities to obtain funds for purposes including privately operated airports,
housing, conventions, trade shows, ports, sports, parking or pollution control
facilities or for facilities for water, gas, electricity or sewage and solid
waste disposal. Such obligations, which may include lease arrangements, are
included within the term Municipal Securities if the interest paid thereon is
exempt from federal income tax. Other types of industrial development bonds, the
proceeds of which are used for the construction, equipment, repair or
improvement of privately operated industrial or commercial facilities, may
constitute Municipal Securities, although current federal tax laws place
substantial limitations on the size of such issues.

Municipal Securities which a Portfolio may purchase include, without limitation,
debt obligations issued to obtain funds for various public purposes, including
the construction of a wide range of public facilities such as airports, bridges,
highways, housing, hospitals, mass transportation, public utilities, schools,
streets, and water and sewer works. Other public purposes for which Municipal
Securities may be issued include refunding outstanding obligations, obtaining
funds for general operating expenses and obtaining funds to loan to other public
institutions and facilities.

Tax anticipation notes typically are sold to finance working capital needs of
municipalities in anticipation of receiving property taxes on a future date.
Bond anticipation notes are sold on an interim basis in anticipation of a
municipality issuing a longer-term bond in the future. Revenue anticipation
notes are issued in expectation of receipt of other types of revenue such as
those available under the Federal Revenue Sharing Program. Construction loan
notes are instruments insured by the Federal Housing Administration with
permanent financing by Fannie Mae or "Ginnie Mae" (the Government National
Mortgage Association) at the end of the project construction period.
Pre-refunded municipal bonds are bonds which are not yet refundable, but for
which securities have been placed in escrow to refund an original municipal bond
issue when it becomes refundable. Tax-free commercial paper is an unsecured
promissory obligation issued or guaranteed by a municipal issuer. A Portfolio
may purchase other Municipal Securities similar to the foregoing, which are or
may become available, including securities issued to pre-refund other
outstanding obligations of municipal issuers.

A Portfolio will invest in Municipal Securities that at the time of purchase:
(a) are rated within the two highest-ratings for Municipal Securities assigned
by Moody's (Aaa or Aa) or assigned by S&P (AAA or AA); (b) are guaranteed or
insured by the US Government as to the payment of principal and interest; (c)
are fully collateralized by an escrow of US Government securities acceptable to
a Portfolio's Advisor; (d) have at the time of purchase Moody's short-term
Municipal Securities rating of MIG-2 or higher or a municipal commercial paper
rating of P-2 or higher, or S&P's municipal commercial paper rating of A-2 or
higher; (e) are unrated, if longer term Municipal Securities of that issuer are
rated within the two highest rating categories by Moody's or S&P; or (f) are
determined to be at least equal in quality to one or more of the above ratings
in the discretion of a Portfolio's Advisor. See "Appendix B" for a more detailed
discussion of the Moody's and S&P ratings outlined above. In addition, a
Portfolio limits its investments to securities that meet the quality
requirements of Rule 2a-7 under the 1940 Act. See "Net Asset Value."

Dividends representing net tax-exempt interest income received by Tax-Exempt
Portfolio on Municipal Securities may be exempt from regular federal income tax
when distributed to the Portfolio's shareholders. Please refer to the section in
this SAI entitled "Taxes" for more information concerning the federal income tax
treatment of dividends representing net tax-exempt interest income received by
Tax-Exempt Portfolio on Municipal Securities. Such dividend income may be
subject to state and local taxes. Tax-Exempt Portfolio's assets will consist of
Municipal Securities, taxable temporary investments as described below and cash.
A Portfolio considers short-term Municipal Securities to be those that have a
remaining maturity of 397calendar days (12 months for Money Market Portfolio) or
less. Examples of Municipal Securities that are issued with original maturities
of one year or less are short-term tax anticipation notes, bond anticipation
notes, revenue anticipation notes, construction loan notes, pre-refunded
municipal bonds, warrants and tax-free commercial paper.

Municipal Securities generally are classified as "general obligation" or
"revenue" issues. General obligation bonds are secured by the issuer's pledge of
its full credit and taxing power for the payment of principal and interest.
Revenue bonds are payable only from the revenues derived from a particular
facility or class of facilities or, in some cases, from the proceeds of a
special excise tax or other specific revenue source such as the user of the
facility being financed. Industrial development bonds held by a Portfolio are in
most cases revenue bonds and generally are not payable from the unrestricted
revenues of the issuer, and do not constitute the pledge of the credit of the
issuer of such bonds. Among other types of instruments, a Portfolio may purchase
tax-exempt commercial paper, warrants and short-term municipal notes such as tax
anticipation notes, bond anticipation notes, revenue anticipation notes,
construction loan notes and other forms of short-term loans. Such notes are
issued with a short-term maturity in anticipation of the receipt of tax
payments, the proceeds of bond placements or other revenues. A Portfolio may
invest in short-term "private activity" bonds.

The federal bankruptcy statutes relating to the adjustments of debts of
political subdivisions and authorities of states of the United States provide
that, in certain circumstances, such subdivisions or authorities may be
authorized to initiate bankruptcy proceedings without prior notice to or consent
of creditors, which proceedings could result in material adverse changes in the
rights of holders of obligations issued by such subdivisions or authorities.

Litigation challenging the validity under state constitutions of present systems
of financing public education has been initiated or adjudicated in a number of
states and legislation has been introduced to effect changes in public school
finances in some states. In other instances, there has been litigation
challenging the issuance of pollution control revenue bonds or the validity of
their issuance under state or federal law that ultimately could affect the
validity of those Municipal Securities or the federal income tax-free nature of
the interest thereon.

Municipal Trust Receipts (Tax-Exempt Portfolio only). Tax-Exempt Portfolio may
invest up to 50% of its net assets in municipal trust receipts ("MTRs"). An
additional 10% of the Portfolio's net assets may also be invested in MTRs on a
temporary basis at the Advisor's discretion to manage inflows into the
Portfolio. MTRs are sometimes called municipal asset-backed securities, floating
rate trust certificates, or municipal securities trust receipts. MTRs are
typically structured by a bank, broker-dealer or other financial institution by
depositing municipal securities into a trust or partnership, coupled with a
conditional right to sell, or put, the holder's interest in the underlying
securities at par plus accrued interest to a financial institution. MTRs may be
issued as fixed or variable rate instruments. These trusts are organized so that
the purchaser of the MTR would be considered to be investing for federal income
tax purposes in the underlying municipal securities. This structure is intended
to allow the federal income tax-exempt status of interest generated by the
underlying asset to pass through to the purchaser. The Portfolio's investments
in MTRs are subject to similar risks as other investments in debt obligations,
including interest rate risk, credit risk and security selection risk.
Additionally, investments in MTRs raise certain tax issues that may not be
presented by direct investments in municipal bonds. There is some risk that
certain issues could be resolved in a manner that could adversely impact the
performance of the Portfolio. The Portfolio expects to invest in MTRs for which
a legal opinion has been given to the effect that the income from an MTR is
tax-exempt for federal income tax purposes to the same extent as the underlying
bond(s), although it is possible that the Internal Revenue Service (the "IRS")
will take a different position and there is a risk that the interest paid on
such MTRs would be deemed taxable.

Repurchase Agreements. A Portfolio may invest in repurchase agreements, which
are instruments under which a Portfolio acquires ownership of a security from a
broker-dealer or bank that agrees to repurchase the security at a mutually
agreed upon time and price (which price is higher than the purchase price),
thereby determining the yield during a Portfolio's holding period. Maturity of
the securities subject to repurchase may exceed one year. In the event of a
bankruptcy or other default of a seller of a repurchase agreement, a Portfolio
might have expenses in enforcing its rights, and could experience losses,
including a decline in the value of the underlying securities and loss of
income.

A Portfolio may enter into repurchase agreements with any member bank of the
Federal Reserve System or any domestic broker/dealer which is recognized as a
reporting government securities dealer if the creditworthiness of the bank or
broker/dealer has been determined by the Advisor to be at least as high as that
of other obligations a Portfolio may purchase or to be at least equal to that of
issuers of commercial paper rated within the two highest grades assigned by
Moody's, S&P or Fitch.

A repurchase agreement provides a means for a Portfolio to earn taxable income
on funds for periods as short as overnight. It is an arrangement under which the
purchaser (i.e., a Portfolio) acquires a security ("Obligation") and the seller
agrees, at the time of sale, to repurchase the Obligation at a specified time
and price. Securities subject to a repurchase agreement are held in a segregated
account and the value of such securities kept at least equal to the repurchase
price on a daily basis. The repurchase price may be higher than the purchase
price, the difference being income to a Portfolio, or the purchase and
repurchase prices may be the same, with interest at a stated rate due to a
Portfolio together with the repurchase price on the date of repurchase. In
either case, the income to a Portfolio (which is taxable for federal income tax
purposes) is unrelated to the interest rate on the Obligation itself.
Obligations will be held by the custodian or in the Federal Reserve Book Entry
system.

It is not clear whether a court would consider the Obligation purchased by a
Portfolio subject to a repurchase agreement as being owned by that Portfolio or
as being collateral for a loan by a Portfolio to the seller. In the event of the
commencement of bankruptcy or insolvency proceedings with respect to the seller
of the Obligation before repurchase of the Obligation under a repurchase
agreement, a Portfolio may encounter delay and incur costs before being able to
sell the security. Delays may involve loss of interest or decline in price of
the Obligation. If the court characterized the transaction as a loan and a
Portfolio has not perfected an interest in the Obligation, a Portfolio may be
required to return the Obligation to the seller's estate and be treated as an
unsecured creditor of the seller. As an unsecured creditor, a Portfolio is at
risk of losing some or all of the principal and income involved in the
transaction. As with any unsecured debt obligation purchased for a Portfolio,
the Advisor seeks to minimize the risk of loss through repurchase agreements by
analyzing the creditworthiness of the obligor, in this case the seller of the
Obligation. Apart from the risk of bankruptcy or insolvency proceedings, there
is also the risk that the seller may fail to repurchase the Obligation, in which
case a Portfolio may incur a loss if the proceeds to a Portfolio of the sale to
a third party are less than the repurchase price. However, if the market value
of the Obligation subject to the repurchase agreement becomes less than the
repurchase price (including interest), a Portfolio will direct the seller of the
Obligation to deliver additional securities so that the market value of all
securities subject to the repurchase agreement will equal or exceed the
repurchase price. It is possible that a Portfolio will be unsuccessful in
seeking to enforce the seller's contractual obligation to deliver additional
securities.

Commercial Paper. Subject to its investment objectives and policies, a Portfolio
may invest in commercial paper issued by major corporations under the 1933 Act
in reliance on the exemption from registration afforded by Section 3(a)(3)
thereof. Such commercial paper may be issued only to finance current
transactions and must mature in nine months or less. Trading of such commercial
paper is conducted primarily by institutional investors through investment
dealers, and individual investor participation in the commercial paper market is
very limited. A Portfolio also may invest in commercial paper issued in reliance
on the so-called "private placement" exemption from registration afforded by
Section 4(2) of the 1933 Act ("Section 4(2) paper"). Section 4(2) paper is
restricted as to disposition under the federal securities laws, and generally is
sold to institutional investors such as a Portfolio who agree that they are
purchasing the paper for investment and not with a view to public distribution.
Any resale by the purchaser must be in an exempt transaction. Section 4(2) paper
normally is resold to other institutional investors like a Portfolio through or
with the assistance of the issuer or investment dealers who make a market in the
Section 4(2) paper, thus providing liquidity. The Advisor considers the legally
restricted but readily saleable Section 4(2) paper to be liquid; however,
pursuant to procedures approved by a Portfolio's Board, if a particular
investment in Section 4(2) paper is not determined to be liquid, that investment
will be included within the limitation of a fund on illiquid securities. The
Advisor monitors the liquidity of its investments in Section 4(2) paper on a
continuing basis.

Securities Backed by Guarantees. A Portfolio may invest in securities backed by
guarantees from banks, insurance companies and other financial institutions. A
money market fund's ability to maintain a stable share price may depend upon
such guarantees, which are not supported by federal deposit insurance.
Consequently, changes in the credit quality of these institutions could have an
adverse impact on securities they have guaranteed or backed, which could cause
losses to a Portfolio and affect its share price.

Stand-by Commitments. A stand-by commitment is a right acquired by a Portfolio,
when it purchases a municipal obligation from a broker, dealer or other
financial institution ("seller"), to sell up to the same principal amount of
such securities back to the seller, at a Portfolio's option, at a specified
price. Stand-by commitments are also known as "puts." The exercise by a
Portfolio of a stand-by commitment is subject to the ability of the other party
to fulfill its contractual commitment.

Stand-by commitments acquired by a Portfolio may have the following features:
(1) they will be in writing and will be physically held by a Portfolio's
custodian; (2) a Portfolio's right to exercise them will be unconditional and
unqualified; (3) they will be entered into only with sellers which in the
Advisor's opinion present a minimal risk of default; (4) although stand-by
commitments will not be transferable, municipal obligations purchased subject to
such commitments may be sold to a third party at any time, even though the
commitment is outstanding; and (5) their exercise price will be (i) a
Portfolio's acquisition cost (excluding any accrued interest which a Portfolio
paid on their acquisition), less any amortized market premium or plus any
amortized original issue discount during the period a Portfolio owned the
securities, plus (ii) all interest accrued on the securities since the last
interest payment date.

A Portfolio expects that stand-by commitments generally will be available
without the payment of any direct or indirect consideration. However, if
necessary or advisable, a Portfolio will pay for stand-by commitments, either
separately in cash or by paying a higher price for Portfolio securities which
are acquired subject to the commitments.

It is difficult to evaluate the likelihood of use or the potential benefit of a
stand-by commitment. Therefore, it is expected that the Advisor will determine
that stand-by commitments ordinarily have a "fair value" of zero, regardless of
whether any direct or indirect consideration was paid. However, if the market
price of the security subject to the stand-by commitment is less than the
exercise price of the stand-by commitment, such security will ordinarily be
valued at such exercise price. Where a Portfolio has paid for a stand-by
commitment, its cost will be reflected as unrealized depreciation for the period
during which the commitment is held.

The IRS has issued a favorable revenue ruling to the effect that, under
specified circumstances, a registered investment company will be the owner of
tax-exempt municipal obligations acquired subject to a put option. The IRS has
also issued private letter rulings to certain taxpayers (which do not serve as
precedent for other taxpayers) to the effect that tax-exempt interest received
by a regulated investment company with respect to such obligations will be
tax-exempt in the hands of the company and may be distributed to its
shareholders as exempt-interest dividends. The IRS has subsequently announced
that it will not ordinarily issue advance ruling letters as to the identity of
the true owner of property in cases involving the sale of securities or
participation interests therein if the purchaser has the right to cause the
security, or the participation interest therein, to be purchased by either the
seller or a third party. A Portfolio intends to take the position that it owns
any municipal obligations acquired subject to a Stand-by commitment and that
tax-exempt interest earned with respect to such municipal obligations will be
tax-exempt in its hands. There is no assurance that the IRS will agree with such
position in any particular case.

Third Party Puts. A Portfolio may purchase long-term fixed rate bonds that have
been coupled with an option granted by a third party financial institution
allowing a Portfolio at specified intervals not exceeding 397 calendar days (12
months for Money Market Portfolio) to tender (or "put") the bonds to the
institution and receive the face value thereof (plus accrued interest). These
third party puts are available in several different forms, may be represented by
custodial receipts or trust certificates and may be combined with other features
such as interest rate swaps. A Portfolio receives a short-term rate of interest
(which is periodically reset), and the interest rate differential between that
rate and the fixed rate on the bond is retained by the financial institution.
The financial institution granting the option does not provide credit
enhancement, and in the event that there is a default in the payment of
principal or interest, or downgrading of a bond or a loss of the bond's
tax-exempt status, the put option will terminate automatically, the risk to a
Portfolio will be that of holding such a long-term bond and the weighted average
maturity of a Portfolio's investments and the Portfolio's liquidity would be
adversely affected.

These bonds coupled with puts may present the same tax issues as are associated
with Stand-by commitments. As with any Stand-by commitments acquired by a
Portfolio, a Portfolio intends to take the position for federal income tax
purposes that it is the owner of any municipal obligation acquired subject to a
third-party put, and that tax-exempt interest earned with respect to such
municipal obligations will be tax-exempt in its hands. There is no assurance
that the IRS will agree with such position in any particular case. Additionally,
the federal income tax treatment of certain other aspects of these investments,
including the treatment of tender fees and swap payments, in relation to various
regulated investment company tax provisions is unclear. However, the Advisor
seeks to manage a Portfolio in a manner designed to minimize any adverse impact
from these investments.

US Government Securities. There are two broad categories of US Government debt
instruments: (a) direct obligations of the US Treasury, and (b) securities
issued or guaranteed by US Government agencies.

Examples of direct obligations of the US Treasury are Treasury bills, notes,
bonds and other debt securities issued by the US Treasury. These instruments are
backed by the "full faith and credit" of the United States. They differ
primarily in interest rates, the length of maturities and the dates of issuance.
Treasury bills have original maturities of one year or less. Treasury notes have
original maturities of one to ten years and Treasury bonds generally have
original maturities of greater than ten years.

Some agency securities are backed by the full faith and credit of the United
States (such as Maritime Administration Title XI Ship Financing Bonds and Agency
for International Development Housing Guarantee Program Bonds) and others are
backed only by the rights of the issuer to borrow from the US Treasury (such as
Federal Home Loan Bank Bonds and Federal National Mortgage Association Bonds),
while still others, such as the securities of the Federal Farm Credit Bank, are
supported only by the credit of the issuer. With respect to securities supported
only by the credit of the issuing agency or by an additional line of credit with
the US Treasury, there is no guarantee that the US Government will provide
support to such agencies and such securities may involve risk of loss of
principal and interest.

US Government securities may include "zero coupon" securities that have been
stripped by the US Government of their unmatured interest coupons and
collateralized obligations issued or guaranteed by a US Government agency or
instrumentality.

Interest rates on US Government obligations may be fixed or variable. Interest
rates on variable rate obligations are adjusted at regular intervals, at least
annually, according to a formula reflecting then current specified standard
rates, such as 91-day US Treasury bill rates. These adjustments generally tend
to reduce fluctuations in the market value of the securities.

Normally, the value of investments in US Government securities varies inversely
with changes in interest rates. For example, as interest rates rise the value of
investments in US Government securities will tend to decline, and as interest
rates fall the value of a Portfolio's investments will tend to increase. In
addition, the potential for appreciation in the event of a decline in interest
rates may be limited or negated by increased principal prepayments with respect
to certain Mortgage-Backed Securities, such as Government National Mortgage
Association ("GNMA") (also known as Ginnie Mae) Certificates. Prepayments of
high interest rate Mortgage-Backed Securities during times of declining interest
rates will tend to lower the return of a Portfolio and may even result in losses
to a Portfolio if some securities were acquired at a premium. Moreover, during
periods of rising interest rates, prepayments of Mortgage-Backed Securities may
decline, resulting in the extension of a Portfolio's average maturity. As a
result, a Portfolio's return may experience greater volatility during periods of
rising interest rates than under normal market conditions.

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

Variable Rate Securities. A Portfolio may invest in instruments having rates of
interest that are adjusted periodically or that "float" continuously according
to formulae intended to minimize fluctuation in values of the instruments
("Variable Rate Securities"). The interest rate of Variable Rate Securities
ordinarily is determined by reference to or is a percentage of an objective
standard such as a bank's prime rate, the 90-day US Treasury bill rate, or the
rate of return on commercial paper or bank certificates of deposit. Generally,
the changes in the interest rate on Variable Rate Securities reduce the
fluctuation in the market value of such securities. Accordingly, as interest
rates decrease or increase, the potential for capital appreciation or
depreciation is less than for fixed-rate obligations. Some Variable Rate
Securities have a demand feature entitling the purchaser to resell the
securities at an amount approximately equal to amortized cost or the principal
amount thereof plus accrued interest ("Variable Rate Demand Securities"). As is
the case for other Variable Rate Securities, the interest rate on Variable Rate
Demand Securities varies according to some objective standard intended to
minimize fluctuation in the values of the instruments. A Portfolio determines
the maturity of Variable Rate Securities in accordance with Rule 2a-7, which
allows a Portfolio to consider certain of such instruments as having maturities
shorter than the maturity date on the face of the instrument.

Investment Company Securities. A Portfolio may acquire securities of other
investment companies to the extent consistent with its investment objective and
investment policies and subject to the limitations of the 1940 Act. A Portfolio
will indirectly bear its proportionate share of any management fees and other
expenses paid by such other investment companies.

Portfolio Holdings Information

In addition to the public disclosure of portfolio holdings through required SEC
quarterly filings, a Portfolio may make its portfolio holdings information
publicly available on the DWS Funds' Web site as described in each Portfolio's
prospectus. Each Portfolio does not disseminate non-public information about
portfolio holdings except in accordance with policies and procedures adopted by
each Portfolio.

Each Portfolio'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 each Portfolio 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 each Portfolio's procedures. This non-public
information may also be disclosed, subject to the requirements described below,
to certain third parties, such as securities lending agents, financial printers,
proxy voting firms, mutual fund analysts and rating and tracking agencies, or to
shareholders in connection with in-kind redemptions (collectively, "Authorized
Third Parties").

Prior to any disclosure of each Portfolio's non-public portfolio holdings
information to Authorized Third Parties, a person authorized by each Portfolio's
Trustees must make a good faith determination in light of the facts then known
that a Portfolio has a legitimate business purpose for providing the
information, that the disclosure is in the best interest of each Portfolio, 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 each Portfolio or
DeAM for disclosing non-public holdings information. Periodic reports regarding
these procedures will be provided to each Portfolio's Trustees.

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 each
Portfolio and information derived therefrom, including, but not limited to, how
each Portfolio'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, alpha,
beta, tracking error, default rate, portfolio turnover, and risk and style
characteristics so long as the identity of each Portfolio'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 a
Portfolio's Trustees exercise control over such policies. In addition, separate
account clients of DeAM have access to their portfolio holdings and are not
subject to a Portfolio'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 a Portfolio.

DeAM also manages certain unregistered commingled trusts and creates model
portfolios, the portfolio holdings of which may substantially overlap with the
portfolio holdings of a Portfolio. 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 fund 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 a Portfolio's policies and procedures with respect to
the disclosure of portfolio holdings information will protect a Portfolio from
the potential misuse of portfolio holdings information by those in possession of
that information.

                          MANAGEMENT OF THE PORTFOLIOS

Investment Advisor

DIMA, which is part of DeAM, is the investment advisor for each Portfolio. Under
the supervision of the Board of Trustees of each Portfolio with headquarters at
345 Park Avenue, New York, New York 10154, DIMA makes each Portfolio's
investment decisions, buys and sells securities for each Portfolio and conducts
research that leads to these purchase and sale decisions. The Advisor manages
each Portfolio's daily investment and business affairs subject to the policies
established by the Trust's Board of Trustees. 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. DIMA
is also responsible for selecting brokers and dealers and for negotiating
brokerage commissions and dealer charges.

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

The Advisor 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 a Portfolio 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 a Portfolio is likely to differ from these other mutual funds in size, cash
flow pattern and tax matters. Accordingly, the holdings and performance of a
Portfolio can be expected to vary from those of these other mutual funds.

Certain investments may be appropriate for a Portfolio and also for other
clients advised by the Advisor. Investment decisions for a Portfolio 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 a Portfolio. Purchase and sale orders for a Portfolio may be combined
with those of other clients of the Advisor in the interest of achieving the most
favorable net results to a Portfolio.

The investment management agreement for Money Market Portfolio (the "Management
Agreement") will continue in effect from year to year if its continuance is
approved annually by a vote of a majority of the those Trustees who are not
parties to the Management Agreement or interested persons of the Advisor or the
Trust, cast in person at a meeting called for the purpose of such approval, and
either by a vote of the Trust, Trustees or a majority of the outstanding voting
securities of Money Market Portfolio.

The Trustees and the shareholders of Government & Agency Securities Portfolio
and Tax-Exempt Portfolio recently approved amended and restated investment
management agreements (each an "Amended Management Agreement"). Each Amended
Management Agreement continues in effect from year to year so long as such its
continuance is approved annually by a vote of the Board of Trustees of the
Portfolios, including the Trustees who are not interested persons of the
Portfolios and who have no direct or indirect financial interest in the Amended
Management Agreement.

In reviewing the terms of the Management Agreement and Amended Management
Agreements, and in discussions with the Advisor concerning such agreements, the
Trustees of each Trust who are not "interested persons" of the Advisor are
represented by independent counsel at the Portfolios' expense.

The Management Agreement. Pursuant to the Management Agreement between Money
Market Portfolio and the Advisor, the Advisor acts as its 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 Portfolio if elected to such positions. The Management Agreement
may be terminated at any time without payment of penalty by either party on
sixty days' written notice and automatically terminates in the event of its
assignment. To the extent permissible by law, the Advisor may appoint certain of
its affiliates as sub-advisors to perform certain of the Advisor's duties.

Under the Management Agreement, the Advisor regularly provides the Money Market
Portfolio with continuing investment management consistent with its investment
objective, policies and restrictions and determines what securities shall be
purchased, held or sold and what portion of its assets shall be held uninvested,
subject to the Trust's Declaration of Trust, By-Laws, the 1940 Act, the Internal
Revenue Code of 1986, as amended (the "Code") and to its investment objective,
policies and restrictions, and subject, further, to such policies and
instructions as the Board of Trustees of the Trust may from time to time
establish. The Advisor also advises and assists the officers of the Trust in
taking such steps as are necessary or appropriate to carry out the decisions of
its Trustees and the appropriate committees of the Trustees regarding the
conduct of the business of Money Market Portfolio.

Under the Management Agreement, the Advisor also renders administrative services
(not otherwise provided by third parties) necessary for Money Market Portfolio's
operations as an open-end investment company including, but not limited to,
preparing reports and notices to the Trustees and shareholders; supervising,
negotiating contractual arrangements with, and monitoring various third-party
service providers to the Trust (such as the Trust's transfer agent, pricing
agents, Custodian, accountants and others); preparing and making filings with
the SEC and other regulatory agencies; assisting in the preparation and filing
of the Trust's federal, state and local tax returns; preparing and filing the
Trust's federal excise tax returns; assisting with investor and public relations
matters; monitoring the valuation of securities and the calculation of net asset
value; monitoring the registration of shares of the Trust under applicable
federal and state securities laws; maintaining the Trust's books and records to
the extent not otherwise maintained by a third party; assisting in establishing
accounting policies of the Trust; assisting in the resolution of accounting and
legal issues; establishing and monitoring the Trust's operating budget;
processing the payment of the Trust's bills; assisting the Trust in, and
otherwise arranging for, the payment of distributions and dividends; and
otherwise assisting the Trust in the conduct of its business, subject to the
direction and control of the Trustees.

Under the Management Agreement, the Money Market Portfolio is responsible for
all of its other expenses including: organizational costs, fees and expenses
incurred in connection with membership in investment company organizations;
brokers' commissions; legal, auditing and accounting expenses; insurance; taxes
and governmental fees; the fees and expenses of the transfer agent; any other
expenses of issue, sale, underwriting, distribution, redemption or repurchase of
shares; the expenses of and the fees for registering or qualifying securities
for sale; the fees and expenses of Trustees, officers and employees of the
Portfolio who are not affiliated with the Advisor; the cost of printing and
distributing reports and notices to shareholders; and the fees and disbursements
of custodians. The Portfolio may arrange to have third parties assume all or
part of the expenses of sale, underwriting and distribution of shares of the
Portfolio. The Portfolio is also responsible for its expenses of shareholders'
meetings, the cost of responding to shareholders' inquiries, and its expenses
incurred in connection with litigation, proceedings and claims and the legal
obligation it may have to indemnify its officers and Trustees of the Portfolio
with respect thereto.

The Management Agreement provides that the Advisor shall not be liable for any
error of judgment or mistake of law or for any loss suffered by the Money Market
Portfolio in connection with matters to which the Management Agreement relates,
except a loss resulting from willful misfeasance, 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 Management
Agreement.

The Money Market Portfolio, or the Advisor (including any affiliate of the
Advisor), or both, may pay unaffiliated third parties for providing
recordkeeping and other administrative services with respect to accounts of
participants in retirement plans or other beneficial owners of Portfolio shares
whose interests are held in an omnibus account.

For the services and facilities furnished to the Money Market Portfolio, the
Money Market Portfolio pays a monthly investment management fee on a graduated
basis at 1/12 of 0.22% of the first $500 million of combined average daily net
assets of the Money Market Portfolio, Government & Agency Securities Portfolio
and Tax-Exempt Portfolio, 0.20% of the next $500 million, 0.175% of the next $1
billion, 0.16% of the next $1 billion and 0.15% of combined average daily net
assets of Money Market Portfolio, Government & Agency Securities Portfolio and
Tax-Exempt Portfolio over $3 billion. The investment management fee is computed
based on average daily net assets of Government & Agency Portfolio, Money Market
Portfolio and Tax-Exempt Portfolio and allocated to the Money Market Portfolio
based upon the relative net assets of the Money Market Portfolio.

The Amended Management Agreement: Pursuant to each Amended Management Agreement
between each of the Government & Agency Securities Portfolio and Tax-Exempt
Portfolio and the Advisor, the Advisor provides continuing investment management
of a Portfolio's assets. In addition to the investment management of a
Portfolio's assets, the Advisor determines the investments to be made for a
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 a Portfolio's policies as stated in its prospectus and SAI, or
as adopted by the Portfolios' Board. The Advisor will also monitor, to the
extent not monitored by a Portfolio's administrator or other agent, a
Portfolio's compliance with its investment and tax guidelines and other
compliance policies.

The Advisor provides assistance to the Portfolios' Board in valuing the
securities and other instruments held by the Portfolios, to the extent
reasonably required by valuation policies and procedures that may be adopted by
the Portfolios.

Pursuant to each Amended Management Agreement (unless otherwise provided in the
Amended Management Agreement or as determined by a Portfolio's 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
Portfolios, including a Portfolio's share of payroll taxes, who are affiliated
persons of the Advisor.

Each Amended Management Agreement provides that a Portfolio is 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 Portfolio, a
Portfolio's custodian, or other agents of the Portfolio; taxes and governmental
fees; fees and expenses of a Portfolio'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 Portfolio; and litigation expenses and other
extraordinary expenses not incurred in the ordinary course of a Portfolio's
business.

Each Amended Management Agreement allows the Advisor to delegate any of its
duties under the Amended Management Agreement to a subadvisor, subject to a
majority vote of the Board of the Portfolios, including a majority of the
Independent Board Members, and, if required by applicable law, subject to a
majority vote of a Portfolio's shareholders.

Each Amended Management Agreement provides that the Advisor shall not be liable
for any error of judgment or mistake of law or for any loss suffered by the
Portfolios in connection with matters to which the Amended Management 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
Amended Management Agreement. The Amended Management Agreement 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 applicable Portfolio on 60
days' written notice.

For all services provided under its Amended Management Agreement, each Portfolio
pays the Advisor a fee, computed daily and paid monthly, at the annual rate as a
percentage of net assets shown below:

Portfolio                                                Management Fee Rate
---------                                                -------------------

Government & Agency Securities Portfolio(1),(2)          0.120% to $500 million
                                                       0.100% next $500 million
                                                       0.075% next $1.0 billion
                                                       0.060% next $1.0 billion
                                                          0.050% thereafter

Tax-Exempt Portfolio(1)                                 0.120% to $500 million
                                                       0.100% next $500 million
                                                       0.075% next $1.0 billion
                                                       0.060% next $1.0 billion
                                                          0.050% thereafter

(1)    The management fee is computed based on the combined average daily net
       assets of the Government & Agency Securities Portfolio, Money Market
       Portfolio and Tax-Exempt Portfolio, each a series of Cash Account Trust,
       and allocated among the Government & Agency Securities Portfolio and
       Tax-Exempt Portfolio based upon each portfolio's relative net assets.
(2)    The Advisor has agreed to reduce its management fee such that after
       allocation of the fee to each series of Cash Account Trust the amount
       payable by Government & Agency Securities Portfolio will be limited to
       0.050% of its average daily net assets.

Prior to June 1, 2008, for the services and facilities furnished to Government &
Agency Securities Portfolio and Tax-Exempt Portfolio, each a series of Cash
Account Trust, the Portfolios paid a monthly investment management fee on a
graduated basis at 1/12 of 0.22% of the first $500 million of combined average
daily net assets of such Portfolios, 0.20% of the next $500 million, 0.175% of
the next $1 billion, 0.16% of the next $1 billion and 0.15% of combined average
daily net assets of the Trust over $3 billion. The investment management fee was
computed based on average daily net assets of Government & Agency Securities
Portfolio, Money Market Portfolio and Tax-Exempt Portfolio and allocated among
each Portfolio based upon the relative net assets of each Portfolio. The monthly
fee payable by the portfolios was reduced to the extent necessary in order that
the amount payable by the Government & Agency Securities Portfolio, after
allocation of the fee to the portfolios, was limited to 1/12 of 0.15% of the
average daily net assets attributable to the Government & Agency Securities
Portfolio, with the effect of such fee reduction being applied only to the
Government & Agency Securities Portfolio and not to Money Market Portfolio and
Tax-Exempt Portfolio.

Management Fees:

The Money Market Portfolio, Government & Agency Securities Portfolio and
Tax-Exempt Portfolio paid the Advisor fees of $ 7,571,490, $6,321,775 (of which
$707,785 was waived) and $2,665,307, respectively for the fiscal year ended
April 30, 2009; and $7,185,497, $6,714,907 (of which $419,682 was waived) and
$5,823,199, respectively for the fiscal year ended April 30, 2008; $7,459,820,
$3,853,285 (of which $69,497 was waived) and $2,136,882 (of which $22,576 was
waived), respectively, for the fiscal year ended April 30, 2007.

Through July 31, 2010, the Advisor has contractually agreed to waive all or a
portion of its management fee and reimburse or pay operating expenses of the
portfolio to the extent necessary to maintain the Government and Agency
Securities Portfolio and Money Market Portfolio's Capital Assets Funds Shares
total annual operating expenses at a level no higher than 1.01% of average daily
net assets, excluding certain expenses such as extraordinary expenses, taxes,
brokerage and interest.

Through July 31, 2010, the Advisor has contractually agreed to waive all or a
portion of its management fee and reimburse or pay operating expenses of the
portfolio to the extent necessary to maintain the Tax-Exempt Portfolio's Capital
Assets Funds Shares total annual operating expenses at a level no higher than
1.00% of average daily net assets, excluding certain expenses such as
extraordinary expenses, taxes, brokerage and interest.

From time to time, Deutsche Bank or an affiliate (collectively, "DB") may at its
sole discretion invest its own assets in shares of each Portfolio's
("proprietary investment") for such purposes it deems appropriate, including
investments designed to assist in the management of each Portfolio's portfolio.
Any proprietary investment may be hedged and, in that event, the return on the
proprietary investment, net of the effect of the hedge, would be expected to
differ from the return of each Portfolio. DB has no obligation to make any
proprietary investments and the amount of any proprietary investment that is
made may or may not be significant in comparison to the level of assets of each
Portfolio. In the event that a proprietary investment is made, except as
otherwise required under the Investment Company Act of 1940, DB would be
permitted to redeem the investment at such time that it deems appropriate.

Subadvisor Approval Policy. The Trustees and shareholders of Government & Agency
Securities Portfolio and Tax-Exempt Portfolio approved a new subadvisor policy
for each of these Portfolios (the "Subadvisor Approval Policy"). The Subadvisor
Approval Policy permits the Advisor, subject to the approval of the Board,
including a majority of the Independent Board Members, to terminate an existing
subadvisor or sub-subadvisor and hire another subadvisor or sub-subadvisor, as
applicable, and materially amend an existing subadvisory agreement or
sub-subadvisory agreement without obtaining shareholder approval. The Portfolios
could not implement the Subadvisor Approval Policy without the Securities and
Exchange Commission (the "SEC") granting the Portfolios exemptive relief. A
number of other mutual fund complexes have obtained exemptive relief with
respect to an advisor's ability to appoint, replace or amend the subadvisory
agreement with unaffiliated subadvisors and subadvisors that are wholly owned
subsidiaries of the advisor. However, exemptive relief with regard to an
advisor's ability to appoint, replace or amend the subadvisory agreement with a
subadvisor, who is affiliated with, but not a wholly owned subsidiary of, the
advisor, without shareholder approval, would be more expansive relief than
previously granted by the SEC. In addition, exemptive relief with regard to an
advisor's ability to appoint, replace or amend a sub-subadvisory agreement with
a sub-advisor, without shareholder approval, would be more expansive relief than
previously obtained by other mutual fund complexes. Accordingly, there can be no
assurance that the Portfolios' exemptive application will be granted by the SEC
or that it will be sufficiently broad to allow the Portfolios to implement the
Subadvisor Approval Policy as described above. The SEC also proposed Rule 15a-5
under the 1940 Act in October 2003 to permit the appointment and termination of
subadvisors and amendments to subadvisory agreements without shareholder
approval. No action has been taken on proposed Rule 15a-5 under the 1940 Act
since its proposal and there is no assurances that the rule will be adopted as
proposed. The Portfolios and the Advisor will be subject to the conditions
imposed by the SEC (either by an exemptive order or as part of the final rule)
whenever the Advisor acts under the Subadvisor Approval Policy, including any
shareholder notice requirements.

Code of Ethics

The Board of Trustees of the Trust has adopted a Code of Ethics pursuant to Rule
17j-1 under the 1940 Act. The Trust's Code of Ethics permits access persons of
the Portfolios (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 Portfolios, but
requires compliance with the Code's pre-clearance requirements, subject to
certain exceptions. In addition, the Trust's Code of Ethics provides for trading
"blackout periods" that prohibit trading of personnel within periods of trading
by the Portfolios in the same security. The Trust's 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 Portfolios' Distributor, DIDI)
have each adopted a Code of Ethics pursuant to 17j-1 under the 1940 Act (the
"Consolidated Code"). The Consolidated Code permits access persons to trade in
securities that may be purchased or held by the Portfolios 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 Portfolios 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.

Regulatory Matters and Legal Proceedings

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

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

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

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

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

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

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

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

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

The matters alleged in the regulatory settlements described above also serve as
the general basis of a number of private class action lawsuits involving the DWS
funds. These lawsuits name as defendants various persons, including certain DWS
funds, the funds' investment advisors and their affiliates, and certain
individuals, including in some cases fund Trustees, 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.

                           PORTFOLIO SERVICE PROVIDERS

Administrator

The Government & Agency Securities Portfolio and Tax-Exempt Portfolio entered
into a new administrative services agreement with the Advisor (the
"Administrative Services Agreement"), pursuant to which the Advisor provides
administrative services to the Portfolio including, among others, providing the
Portfolio with personnel, preparing and making required filings on behalf of the
Portfolios, maintaining books and records for the Portfolio, and monitoring the
valuation of Portfolio securities. For all services provided under the
Administrative Services Agreement, EACH Portfolio pays the Advisor a fee,
computed daily and paid monthly, of 0.100% of the Portfolio's net assets.

Under the Administrative Services Agreement, the Advisor is obligated on a
continuous basis to provide such administrative services as the Board of the
Portfolio reasonably deems necessary for the proper administration of the
Portfolios. The Advisor provides the Portfolio with personnel; arranges for the
preparation and filing of the Portfolios' tax returns; prepares and submits
reports and meeting materials to the Board and the Portfolios' shareholders;
prepares and files updates to the Portfolios' prospectus and statement of
additional information as well as other reports required to be filed by the SEC;
maintains the Portfolios' records; provides the Portfolios 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 Portfolios; assists in the resolution of accounting issues
that may arise with respect to the Portfolio; establishes and monitors the
Portfolios' operating expense budgets; reviews and processes the Portfolio's
bills; assists in determining the amount of dividends and distributions
available be paid by the Portfolios, 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. The Advisor also performs certain fund
accounting services under the Administrative Services Agreement. The
Administrative Services Agreement provides that the Advisor 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.

For the period from June 1, 2008 through April 30, 2009, the Administration Fee
from the Government &Agency Securities Portfolio and the Tax-Exempt Portfolio
was as follows:

<TABLE>
<CAPTION>

                                              Administration Fee     Unpaid as of April 30, 2009
                                              ------------------     ---------------------------
<S>                                                   <C>                       <C>
Government & Agency Securities Portfolio       $ 11,512,052                $ 1,662,111
Tax-Exempt Portfolio                            $ 3,939,411                  $ 331,196
</TABLE>


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 a Portfolio.

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

Pursuant to an underwriting and distribution services agreement (the
"Distribution Agreement"), DWS Investments Distributors, Inc. ("DIDI"), 222
South Riverside Plaza, Chicago, Illinois 60606, an affiliate of the Advisor,
serves as distributor and principal underwriter for the Trust to provide
information and services for existing and potential shareholders. The
Distribution Agreement provides that DIDI shall appoint various firms to provide
cash management services for their customers or clients through the Trust.

The Distribution Agreement will continue in effect from year to year so long as
such continuance is approved at least annually by a vote of the Board of
Trustees of the Trust, including the Trustees who are not interested persons of
the Trust and who have no direct or indirect financial interest in the
agreement. The Distribution Agreement automatically terminates in the event of
its assignment and may be terminated at any time without penalty by the Trust or
by DIDI upon 60 days' written notice. Termination of the Distribution Agreement
by the Trust may be by vote of a majority of the Board of Trustees, or a
majority of the Trustees who are not interested persons of the Trust and who
have no direct or indirect financial interest in the agreement, or a "majority
of the outstanding voting securities" of the Trust as defined under the 1940
Act.

As principal underwriter for the Trust, DIDI acts as agent of the Trust in the
continuous sale of its shares of the Portfolios. DIDI pays all its expenses
under the Distribution Agreement. The Trust pays the cost for the prospectus and
shareholder reports to be set in type and printed for existing shareholders, and
DIDI pays for the printing and distribution of copies thereof used in connection
with the offering of shares to prospective investors. DIDI also pays for
supplementary sales literature and advertising costs.

Administrative services are provided to the Portfolios under an Administration
and Shareholder Services Agreement (the "Services Agreement") with DIDI. DIDI
bears all of its expenses of providing services pursuant to the Services
Agreement. The Services Agreement authorizes the Trust to pay DIDI, as an
expense of the Capital Assets Funds Shares (a "Class"), an administrative
service fee, payable monthly, at an annual rate up to 0.25 of 1%, of average
daily net assets of each Class. Currently, each class pays the full 0.25% fee.

DIDI has entered into related administration services and selling group
agreements ("services agreements") with various firms to provide cash management
and other services for shareholders of the Capital Assets Funds Shares. The
firms are to provide such office space and equipment, telephone facilities,
personnel and literature distribution as is necessary or appropriate for
providing information and services to the firms' clients. Such services and
assistance may include, but may not be limited to, establishing and maintaining
shareholder accounts and records, processing purchase and redemption
transactions, providing automatic investment in Portfolio shares of client
account balances, answering routine inquiries regarding a Portfolio, assisting
clients in changing account options, designations and addresses, and such other
services as may be agreed upon from time to time and as may be permitted by
applicable statute, rule or regulation. DIDI also may provide some of the above
services for the Portfolios. DIDI normally pays such firms for services at a
maximum annual rate of 0.25% of average daily net assets of those accounts in
the Capital Assets Funds Shares that they maintain and service. DIDI in its
discretion may pay certain firms additional amounts. DIDI pays all expenses of
distribution of Shares not otherwise paid by dealers and other financial
services firms.

DIDI may, from time to time, pay or allow discounts, commissions or promotional
incentives, in the form of cash or other compensation, to firms that sell shares
of the Portfolios.

During the fiscal year ended April 30, 2009, Capital Assets Funds shares of
Money Market Portfolio, Government & Agency Securities Portfolio and Tax-Exempt
Portfolio paid services fees for $2,464,567 ($473,067 unpaid as of April 30,
2009), $648,761 (97,364 unpaid as of April 30, 2009) and $45,848 ($9,535 unpaid
as of April 30, 2009), respectively.

During the fiscal year ended April 30, 2008, Capital Assets Funds shares of
Money Market Portfolio, Government & Agency Securities Portfolio and Tax-Exempt
Portfolio paid services fees for $2,556,297, $388,684 and $47,883, respectively.

During the fiscal year ended April 30, 2007, Capital Assets Funds shares of
Money Market Portfolio, Government & Agency Securities Portfolio and Tax-Exempt
Portfolio paid services fees for $2,132,110, $196,299 and $73,312, respectively.

Rule 12b-1 Plans

Each Portfolio has adopted for the Capital Assets Funds Shares a plan in
accordance with Rule 12b-1 under the 1940 Act (the "12b-1 Plans"). This rule
regulates the manner in which an investment company may, directly or indirectly,
bear the expenses of distributing shares. For its services under the
Distribution Agreement and pursuant to the 12b-1 Plans, each Portfolio pays DIDI
a distribution services fee, payable monthly, at the annual rate of 0.33% of
average daily net assets with respect to the Capital Assets Funds Shares of the
Portfolios. Expenditures by DIDI on behalf of the Portfolios need not be made on
the same basis that such fees are allocated. The fees are accrued daily as an
expense of the Portfolios.

The 12b-1 Plans may not be amended to increase the fee to be paid by the Capital
Assets Funds Shares of a Portfolio without approval by a majority of the
outstanding voting securities of the Capital Assets Funds Shares of such
Portfolio and all material amendments must in any event be approved by the Board
of Trustees in the manner described above with respect to the continuation of
the 12b-1 Plans. The 12b-1 Plans may be terminated for the Capital Assets Funds
Shares of a Portfolio at any time without penalty by a vote of the majority of
the Trustees who are not interested persons of the Trust and who have no direct
or indirect financial interest in the Plan, or by a vote of the majority of the
outstanding voting securities of the Capital Assets Funds Shares of that
Portfolio. The classes of the Portfolios of the Trust will vote separately with
respect to 12b-1 Plans.

During the fiscal year ended April 30, 2009, Capital Assets Funds Shares of
Money Market Portfolio, Government & Agency Securities Portfolio and Tax-Exempt
Portfolio paid distribution fees to DIDI under the Rule 12b-1 Plan fees of $
3,253,328 ($ 352,727 waived and $ 53,035 unpaid as of April 30, 2009), $ 839,833
($ 269,002 waived) and $ 61,900 ($ 13,126 waived and $ 5,232 unpaid as of April
30, 2009), respectively to pay for marketing and sales activities, production of
sales literature and promotional materials, prospectus printing and media
advertising.

During the fiscal year ended April 30, 2008, Capital Assets Funds Shares of
Money Market Portfolio, Government & Agency Securities Portfolio and Tax-Exempt
Portfolio paid distribution fees to DIDI under the Rule 12b-1 Plan fees of
$3,374,312, $513,076 and $63,205, respectively to pay for marketing and sales
activities, production of sales literature and promotional materials, prospectus
printing and media advertising.

During the fiscal year ended April 30, 2007, Capital Assets Funds Shares of
Money Market Portfolio, Government & Agency Securities Portfolio and Tax-Exempt
Portfolio paid distribution fees to DIDI under the Rule 12b-1 Plan fees of
$2,814,384, $259,114 and $96,772, respectively.

Sub-Distributor

RIDGE Clearing and Outsourcing  Services,  Inc., acts as sole sub-distributor of
the Capital Assets Funds Shares.

Custodian

State Street Bank and Trust Company ("SSB"), Lafayette Corporate Center, 2
Avenue De Lafayette, Boston, MA 02111, (the "Custodian") as custodian, has
custody of all securities and cash of the Trust. SSB attends to the collection
of principal and income, and payment for and collection of proceeds of
securities bought and sold by the Portfolios.

Transfer Agent

DWS Investments Service Company ("DISC" or the "Transfer Agent"), 210 West 10th
Street, Kansas City, Missouri 64105-1614, an affiliate of the Advisor, is the
transfer agent, dividend-paying agent and shareholder service agent for all
classes of the Portfolio. The Transfer Agent receives an annual service fee for
each account of the Portfolio, based on the type of account. For open retail
accounts, the fee is a flat fee ranging from $20.99 to $24.09 per account, for
open wholesale money funds the fee is $35.55 per account, while for certain
retirement accounts serviced on the recordkeeping system of ExpertPlan, Inc.,
the fee is a flat fee up to $3.91 per account (as of February 2009, 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 Portfolio. 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
Portfolio or are paid directly by the Portfolio. Certain additional
out-of-pocket expenses, including costs of computer hardware and software, third
party record-keeping fees in excess of 0.25%, and processing of proxy
statements, may only be reimbursed by the Fund/Portfolio with the prior approval
of the Portfolio's Board.

Pursuant to a sub-transfer agency agreement between DISC and DST Systems, Inc.
("DST"), DISC has delegated certain transfer agent, dividend paying agent and
shareholder servicing agent functions to DST. The costs and expenses of such
delegation are borne by DISC, not by the Portfolios.

For the fiscal year ended April 30, 2009, the amounts charged to each
Portfolio's Capital Assets Funds Shares by DISC were as follows:

                                                          Unpaid as of April 30,
Fund                                             Total             2009
----                                             -----             ----

Money Market Portfolio                       $2,464,567         $473,067

Government & Agency Securities Portfolio       $648,761          $97,364
Tax-Exempt Portfolio                            $45,848           $9,535

For the fiscal year ended April 30, 2008, the amounts charged to each
Portfolio's Capital Assets Funds Shares by DISC were as follows:

Fund                                              Total         Amount Waived
----                                              -----         -------------

Money Market Portfolio                        $2,560,343          $136,107
Government & Agency Securities Portfolio        $355,121                --
Tax-Exempt Portfolio                             $47,499            $2,348

For the fiscal year ended April 30, 2007, the amounts charged to each
Portfolio's Capital Assets Funds Shares by DISC were as follows:

Fund                                              Total         Amount Waived
----                                              -----         -------------

Money Market Portfolio                        $2,121,611          $324,864
Government & Agency Securities Portfolio        $198,108           $34,773
Tax-Exempt Portfolio                             $73,423            $8,849


Legal Counsel

Vedder Price P.C., 222 North LaSalle Street, Chicago,  Illinois 60601, serves as
legal counsel to the Portfolios.

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

Independent Registered Public Accounting Firm

The financial highlights of each Portfolio included in each Portfolio's
prospectus and the financial statements incorporated by reference in this SAI
have been so included or incorporated by reference in reliance on the report of
Ernst & Young LLP, 200 Clarendon Street, Boston, MA 02116, Independent
Registered Public Accounting Firm, given on said firm as experts in auditing and
accounting. Ernst & Young LLP audits the financial statements of the Portfolios
and provides other audit, tax and related services. Shareholders will receive
annual audited financial statements and semi-annual unaudited financial
statements.

Fund Accounting Agent

DWS Investments Fund Accounting Corporation ("DIFA"), One Beacon Street, Boston,
Massachusetts, 02108, a subsidiary of the Advisor, is responsible for
determining the daily net asset value per share of Money Market Portfolio and
maintaining Portfolio and general accounting records. Currently, DIFA receives
no fee for its services to Money Market Portfolio; however, subject to Board
approval, at some time in the future, DIFA may seek payment for its services
under the fund accounting agreement.

Pursuant to an agreement among the Advisor, DIFA and SSB (the "Sub-Accounting
and Sub-Administrator Agreement"), DIFA and the Advisor have delegated certain
fund accounting functions to SSB under the fund accounting agreement. The costs
and expenses of such delegation are borne by the Advisor and DIFA, not by the
Portfolios.

                             PORTFOLIO TRANSACTIONS

The Advisor is generally responsible for placing the orders for the purchase and
sale of portfolio securities, including the allocation of brokerage.

The policy of the Advisor in placing orders for the purchase and sale of
securities for the Portfolios 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
Portfolios 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
Portfolios to their customers. However, the Advisor does not consider sales of
shares of the Portfolios as a factor in the selection of broker-dealers to
execute portfolio transactions for the Portfolios and, accordingly, has
implemented policies and procedures reasonably designed to prevent its traders
from considering sales of shares of the Portfolios as a factor in the selection
of broker-dealers to execute portfolio transactions for the Portfolios.

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. Provided a
Subadvisor is acting in accordance with any instructions and directions of the
Advisor or the Board, the Subadvisor is authorized to pay to a broker or dealer
who provides third party brokerage and research services a commission for
executing a portfolio transaction for s Portfolio, if the Subadvisor determines
in good faith that such commission was reasonable in relation to the value of
the third party brokerage and research services provided by such broker or
dealer.

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 Portfolios' 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 Portfolios and
receive brokerage commissions or other transaction-related compensation from the
Portfolios 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 Portfolios' Boards, 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 Portfolios
a rate consistent with that charged to comparable unaffiliated customers in
similar transactions.

During the last three fiscal years each Portfolio paid no portfolio brokerage
commissions.

                        PURCHASE AND REDEMPTION OF SHARES

General Information

Policies and procedures affecting transactions in Portfolio 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 Portfolios' agents. Transaction delays in
processing (and changing account features) due to circumstances within or beyond
the control of the Portfolios and its agents may occur. Shareholders (or their
financial service 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 be genuine.

A distribution will be reinvested in shares of the same Portfolio and class if
the distribution check is returned as undeliverable.

Orders will be confirmed at a price based on the net asset value of a Portfolio
next determined after receipt in good order by DIDI of the order accompanied by
payment. Orders received by dealers or other financial services firms prior to
the determination of net asset value and received in good order by DIDI prior to
the determination of net asset value will be confirmed at a price based on the
net asset value next determined after receipt by DIDI ("trade date").

Use of Financial Services Firms. Investment dealers and other firms ("Firms")
provide varying arrangements for their clients to purchase and redeem a
Portfolio'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 a Portfolio's shares in nominee or street name as agent for and on behalf
of their customers. In such instances, a Portfolio's transfer agent, DISC (the
"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. Each
Portfolio has authorized the Shareholder Service Agent to pay to these Firms,
out of a Portfolio's assets, up to 0.25% of 1% 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 a Portfolio and other similar functions.
These Firms also coordinate with the Transfer Agent in connection with a
Portfolio'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.

Each Portfolio has authorized one or more financial service institutions,
including certain members of the FINRA other than the Distributor ("financial
institutions"), to accept purchase and redemption orders for a Portfolio's
shares. Such financial institutions may also designate other parties, including
plan administrator intermediaries, to accept purchase and redemption orders on a
Portfolio's behalf. Orders for purchases or redemptions will be deemed to have
been received by a Portfolio when such financial institutions or, if applicable,
their authorized designees accept the orders. Subject to the terms of the
contract between a Portfolio and the financial institution, ordinarily orders
will be priced at a Portfolio's net asset value next computed after acceptance
by such financial institution or its authorized designees and accepted by a
Portfolio. Further, if purchases or redemptions of a Portfolio'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 Trustees and the
Distributor, also a Portfolio's principal underwriter, each has the right to
limit the amount of purchases by, and to refuse to sell to, any person. The
Trustees and the Distributor may suspend or terminate the offering of shares of
a Portfolio at any time for any reason.

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

o        The fund's consistency with DWS Investments' branding and long-term
         strategy.
o        The fund's competitive performance;
o        The fund's Morningstar rating;
o        The length of time the  fund's  Portfolio  Managers  have  managed  the
         fund/strategy
o        Market size for the fund category;
o        The fund's size, including sales and redemptions of the fund's shares

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

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

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

Purchase of Shares

Shares of each Portfolio are sold at net asset value only through Ridge Clearing
and Outsourcing Services, Inc., ("Ridge"). Investors must indicate the Portfolio
in which they wish to invest.

Each Portfolio seeks to have their investment portfolios as fully invested as
possible at all times in order to achieve maximum income. Since each Portfolio
will be investing in instruments that normally require immediate payment in
Federal Funds (monies credited to a bank's account with its regional Federal
Reserve Bank), each Portfolio has adopted procedures for the convenience of its
shareholders and to ensure that each Portfolio receives investable funds. An
investor wishing to open an account should use the Account Information Form
available from the Trust or financial services firms. Orders for the purchase of
shares that are accompanied by a check drawn on a foreign bank (other than a
check drawn on a Canadian bank in US Dollars) will not be considered in proper
form and will not be processed unless and until a Portfolio determines that it
has received payment of the proceeds of the check. The time required for such a
determination will vary and cannot be determined in advance.

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 "Policies You Should Know About" in the portfolios'
prospectuses.

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 Portfolio shares or the retention and/or servicing of
investors and Portfolio 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
Portfolio, to financial advisors in connection with the sale and/or distribution
of Portfolio shares or the retention and/or servicing of Portfolio investors and
Portfolio 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
portfolio, any record keeping/sub-transfer agency/networking fees payable by
each Portfolio (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 Portfolio with
"shelf space" or access to a third party platform or portfolio offering list, or
other marketing programs including, without limitation, inclusion of each
Portfolio 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 Portfolio
attributable to the financial advisor, the particular portfolio or portfolio
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 Portfolio serviced and maintained by the financial advisor, .05%
to .25% of sales of the Portfolio 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 Portfolio or of any particular
share class of the Portfolio. 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 Portfolio.

The Advisor, the Distributor and/or their affiliates may also make such revenue
sharing payments to financial advisors under the terms discussed above in
connection with the distribution of both DWS funds and non-DWS funds by
financial advisors to retirement plans that obtain record keeping services from
ADP, Inc. on the DWS Investments branded retirement plan platform (the
"Platform") with the level of revenue sharing payments being based upon sales of
both the DWS funds and the non-DWS funds by the financial advisor on the
Platform or current assets of both the DWS funds and the non-DWS funds serviced
and maintained by the financial advisor on the Platform.

As of the date hereof, each Portfolio has been advised that the Advisor, the
Distributor and their affiliates expect that the following firms will receive
revenue sharing payments at different points during the coming year as described
above:

Channel: Broker-Dealers and Financial Advisors
----------------------------------------------
AIG Advisors Group
Ameriprise
Cadaret, Grant & Co. Inc.
Capital Analyst, Incorporated
Citigroup Global Markets, Inc. (dba Smith Barney)
Commonwealth Equity Services, LLP (dba
Commonwealth Financial Network)
Deutsche Bank Group
Ensemble Financial Services
First Allied Securities
First Clearing/Wachovia Securities
HD Vest Investment Securities, Inc.
ING Advisors Network
John Hancock Distributors LLC
LPL Financial
M.L. Stern & Co.
Meridien Financial Group
Merrill Lynch, Pierce, Fenner & Smith Inc.
Morgan Stanley
Oppenheimer & Co., Inc.
PlanMember Services
Prime Capital Inc.
Raymond James & Associates
Raymond James Financial Services
RBC Dain Rauscher, Inc
Securities America, Inc.
UBS Financial Services
Wells Fargo Investments, LLC

Channel: Cash Product Platform
------------------------------
Allegheny Investments LTD
Bank of America
Bank of New York (Hare & Co.)
BMO Capital Markets
Brown Brothers Harriman
Brown Investment Advisory & Trust Company
Cadaret Grant & Co.
Chicago Mercantile Exchange
D.A. Davidson & Company
Deutsche Bank Group
Emmett A. Larkin Company
Fiduciary Trust Co. - International
First Southwest Company
J.P. Morgan Clearing Corp.
Legent Clearing LLC
Lincoln Investment Planning
LPL Financial
Mellon Financial Markets LLC
Mesirow Financial, Inc.
Penson Financial Services
Pershing Choice Platform
ProFunds Distributors, Inc.
Ridge Clearing & Outsourcing Solutions
Robert W. Baird & Co.
Romano Brothers and Company
SAMCO Capital Markets
Smith Moore & Company
Sungard Institutional Brokerage Inc.
Treasury Curve LLC
US Bancorp
UBS Financial Services
William Blair & Company

Channel: Third Party Insurance Platforms
----------------------------------------
Allstate Life Insurance Company of New York
Ameritas Life Insurance Group
Annuity Investors Life Insurance Company
Columbus Life Insurance Company
Commonwealth Annuity and Life Insurance Company
Companion Life Insurance Company
Connecticut General Life Insurance Company
EquiTrust Life Insurance Company
Farm Bureau Life Insurance Company
Farmers New World Life Insurance Company
Fidelity Security Life Insurance Company
First Allmerica Financial Life Insurance Company
First Great West Life and Annuity Company
Genworth Life Insurance Company of New York
Genworth Life and Annuity Insurance Company
Great West Life and Annuity Insurance Company
Hartford Life Insurance Company
Integrity Life Insurance Company
John Hancock Life Insurance companies
Kemper Investors Life Insurance Company
Lincoln Benefit Life Insurance Company
Lincoln Life & Annuity Company of New York
Lincoln National Life Insurance Company
Massachusetts Mutual Life Insurance Group
MetLife Group
Minnesota Life Insurance Company
National Life Insurance Company
National Integrity Life Insurance Company
Nationwide Group
New York Life Insurance and Annuity Corporation
Phoenix Life Insurance Company
Protective Life Insurance
Provident Mutual Life Insurance
Prudential Insurance Company of America
Sun Life Group
Symetra Life Insurance Company
Transamerica Life Insurance Company
Union Central Life Insurance Company
United of Omaha Life Insurance Company
United Investors Life Insurance Company
Western Southern Life Assurance Company

Any additions, modifications or deletions to the financial advisors identified
above that have occurred since the date hereof are not reflected.

The Advisor, the Distributor or their affiliates may enter into additional
revenue sharing arrangements or change or discontinue existing arrangements with
financial advisors at any time without notice.

The prospect of receiving, or the receipt of additional compensation or
promotional incentives described above by financial advisors may provide such
financial advisors and/or their salespersons with an incentive to favor sales of
shares of the DWS funds or a particular DWS fund over sales of shares of mutual
funds (or non-mutual fund investments) with respect to which the financial
advisor does not receive additional compensation or promotional incentives, or
receives lower levels of additional compensation or promotional incentives.
Similarly, financial advisors may receive different compensation or incentives
that may influence their recommendation of any particular share class of a
Portfolio or of other portfolios. These payment arrangements, however, will not
change the price that an investor pays for Portfolio shares or the amount that a
Portfolio receives to invest on behalf of an investor and will not increase
Portfolio expenses. You may wish to take such payment arrangements into account
when considering and evaluating any recommendations relating to Portfolio 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 a
Portfolio 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 a Portfolio. 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.

Redemption of Shares

General. Although it is each Portfolio's present policy to redeem in cash, a
Portfolio (for Money Market Portfolio and Government & Agency Securities
Portfolio, upon consent of a redeeming shareholder) may pay the redemption price
by a distribution of portfolio securities in lieu of cash, in conformity with
any applicable regulatory requirements, taking such securities at the same value
used to determine net asset value, and selecting the securities in such manner
as may be deemed fair and equitable. If such a distribution occurs, 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 redemption would not be as liquid as a redemption entirely in cash. The
Trust has elected to be governed by Rule 18f-1 under the 1940 Act pursuant to
which the Trust is obligated to redeem shares solely in cash up to the lesser of
$250,000 or 1% of the net assets of that Portfolio during any 90-day period for
any one shareholder of record.

If shares of a Portfolio to be redeemed were purchased by check or through
certain Automated Clearing House ("ACH") transactions, the Portfolio 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 Portfolio of the purchase amount. Shareholders may not use
ACH or Redemption Checks (defined below) until the shares being redeemed have
been owned for at least 10 days and shareholders may not use such procedures to
redeem shares held in certificated form. There is no delay when shares being
redeemed were purchased by wiring Federal Funds.

If shares being redeemed were acquired from an exchange of shares of a mutual
fund that were offered subject to a contingent deferred sales charge as
described in the prospectus for that other fund, the redemption of such shares
by a Portfolio may be subject to a contingent deferred sales charge as explained
in such prospectus.

Shareholders can request the following telephone privileges: expedited wire
transfer redemptions, ACH transactions and exchange transactions for individual
and institutional accounts and pre-authorized telephone redemption transactions
for certain institutional accounts. Shareholders may choose these privileges on
the account application or by contacting the Shareholder Service Agent for
appropriate instructions. Please note that the telephone exchange privilege is
automatic unless the shareholder refuses it on the account application. The
Trust 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 Trust or its agents reasonably believe, based upon reasonable
verification procedures, that the telephone instructions are genuine. The
shareholder will bear the risk of loss, resulting from fraudulent or
unauthorized transactions, as long as the reasonable verification procedures are
followed. The verification procedures include recording instructions, requiring
certain identifying information before acting upon instructions and sending
written confirmations.

Ridge may independently establish and charge other amounts to their clients to
redeem Portfolio shares.

Regular Redemptions. When shares are held for the account of a shareholder by
the Trust's transfer agent, the shareholder may redeem them by sending a written
request with signatures guaranteed to DWS Investments Service Company, P.O. Box
219151, Kansas City, Missouri 64121-9151. Redemption requests and a stock power
must be endorsed by the account holder with signatures guaranteed by a
commercial bank, trust company, savings and loan association, federal savings
bank, member firm of a national securities exchange or other eligible financial
institution. The redemption request and stock power must be signed exactly as
the account is registered including any special capacity of the registered
owner. 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, trustees or guardians.

Telephone Redemptions. If the proceeds of the redemption are $50,000 or less and
the proceeds are payable to the shareholder 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, guardian and custodian account
holders, provided the trustee, executor, guardian or custodian 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, provided that this
privilege has been pre-authorized by the institutional account holder or
guardian account holder by written instruction to the Shareholder Service Agent
with signatures guaranteed. Telephone requests may be made by calling
1-888-466-4250. Shares purchased by check or through certain ACH transactions
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 certificate 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 Shareholder Service Agent by telephone, it may be difficult to use
the telephone redemption privilege, although investors can still redeem by mail.
Each Portfolio reserves the right to terminate or modify this privilege at any
time.

Special Features

Exchange Privilege. Shareholders may request a taxable exchange of their shares
for shares of the corresponding class of certain other DWS funds without
imposition of a sales charge, subject to the provisions below. For purposes of
calculating any CDSC, amounts exchanged retain their original cost and purchase
date.

Shareholders who exchange their shares out of a DWS money market fund (not
including shares acquired by dividend reinvestment or by exchange from Class A
shares of another DWS fund) into Class A shares of certain other DWS funds, will
generally be subject to the applicable sales charge.

Certain DWS funds may not be available to shareholders on an exchange. To learn
more about which DWS funds may be available on exchange, please contact your
financial services firm or visit our Web site at: www.dws-investments.com or
call (800) 231-8568.

Shareholders may obtain prospectus(es) of the DWS fund they are exchanging into
from dealers, other firms or DIDI.

The total value of shares being exchanged must at least equal the minimum
investment requirement of a Portfolio into which they are being exchanged.
Exchanges are made based on relative dollar values of the shares involved in the
exchange. There is no service fee for an exchange; however, financial services
firms may charge for their services in effecting exchange transactions.
Exchanges will be effected by redemption of shares of a Portfolio held and
purchase of shares of the other fund. For federal income tax purposes, any such
exchange constitutes a sale upon which a gain or loss may be realized, depending
upon whether the value of the shares being exchanged is more or less than the
shareholder's adjusted cost basis. Shareholders interested in exercising the
exchange privilege may obtain an exchange form and prospectuses of the other
funds from firms or the Principal Underwriter. Exchanges also may be authorized
by telephone if the shareholder has given authorization. Once the authorization
is on file, the Shareholder Service Agent will honor requests by telephone at
1-888-466-4250 or in writing subject to the limitations on liability described
in the prospectus. Any share certificates must be deposited prior to any
exchange of such shares. During periods when it is difficult to contact the
Shareholder Service Agent by telephone, it may be difficult to implement the
telephone exchange privilege. The exchange privilege is not a right and may be
suspended, terminated or modified at any time. Except as otherwise permitted by
applicable regulations, 60 days' prior written notice of any termination or
material change will be provided.

Tax-Sheltered Retirement Programs. The Shareholder Service Agent provides
retirement plan services and documents and DIDI can establish your account in
any of the following types of retirement plans:
o        IRAs trusteed by SSB. This includes Simplified Employee Pension Plan
         (SEP) IRA accounts and prototype documents.

o        403(b) Custodial Accounts also trusteed by SSB. 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 contribution per participant is the
         lesser of 25% of compensation or $30,000.

Brochures describing the above plans as well as providing model defined benefit
plans, target benefit plans, 457 plans, 401(k) plans and materials for
establishing them are available from the Shareholder Service Agent upon request.
The brochures for plans trusteed by SSB describe the current fees payable to SSB
for its services as trustee. Investors should consult with their own tax
advisors before establishing a retirement plan.

Electronic Funds Transfer Programs. For your convenience, the Trust has
established several investment and redemption programs using electronic funds
transfer via the ACH. There is currently no charge by the Trust for these
programs. To use these features, your financial institution (your employer's
financial institution in the case of payroll deposit) must be affiliated with an
ACH. This ACH affiliation permits the Shareholder Service Agent to
electronically transfer money between your bank account, or employer's payroll
bank in the case of Direct Deposit, and your account. Your bank's crediting
policies of these transferred funds may vary. These features may be amended or
terminated at any time by the Trust. Shareholders should contact DWS Investments
Service Company at 1-888-466-4250 or the financial services firm through which
their account was established for more information. These programs may not be
available through some firms that distribute shares of the Portfolios.

Internet Access

World Wide Web Site. DWS maintains a web site that is www.dws-investments.com.
The site offers guidance on global investing and developing strategies to help
meet financial goals and provides access to the DWS investor relations
department via e-mail. The site also enables users to access or view fund
prospectuses. Users can fill out new account forms on-line, order free software,
and request literature on funds.

                                    DIVIDENDS

Dividends are declared daily and paid monthly. Shareholders will receive
dividends in additional shares unless they elect to receive cash. Dividends will
be reinvested monthly in shares of a Portfolio at net asset value on the last
business day of the month. Dividends are treated the same for federal income tax
purposes whether received in cash or reinvested in additional shares. A
Portfolio will pay shareholders who redeem their entire accounts all unpaid
dividends at the time of the redemption not later than the next dividend payment
date.

Each Portfolio calculates its dividends based on its daily net investment
income. For this purpose, the net investment income of a Portfolio consists of
(a) accrued interest income plus or minus amortized discount or premium
(excluding market discount for the Tax-Exempt Portfolio), (b) plus or minus all
short-term realized gains and losses on investments and (c) minus accrued
expenses allocated to the Portfolio. Expenses of each Portfolio are accrued each
day. While each Portfolio's investments are valued at amortized cost, there will
be no unrealized gains or losses on such investments. However, should the net
asset value of a Portfolio deviate significantly from market value, the Board of
Trustees could decide to value the investments at market value and then
unrealized gains and losses would be included in net investment income above.
Dividends are reinvested monthly and shareholders will receive monthly
confirmations of dividends and of purchase and redemption transactions except
that confirmations of dividend reinvestment for IRAs and other fiduciary
accounts for which SSB acts as trustee will be sent quarterly.

If the shareholder elects to receive dividends in cash, checks will be mailed
monthly, within five business days of the reinvestment date (described below),
to the shareholder or any person designated by the shareholder. At the option of
the shareholder, cash dividends may be sent by Federal Funds wire. Shareholders
may request to have dividends sent by wire on the Account Application or by
contacting the Shareholder Service Agent (see "Purchase of Shares"). A Portfolio
reinvests dividend checks (and future dividends) in shares of the Portfolio if
checks are returned as undeliverable. Dividends and other distributions in the
aggregate amount of $10 or less are automatically reinvested in shares of a
Portfolio unless the shareholder requests that such policy not be applied to the
shareholder's account.
                                      TAXES

The following is intended to be a general summary of certain federal income tax
consequences of investing in the Portfolios. It is not intended as a complete
discussion of all such consequences, nor does it purport to deal with all
categories of investors or foreign, state or local taxes. Investors are
therefore advised to consult with their tax advisors before making an investment
in a Portfolio.

Taxable Portfolios. The Money Market Portfolio and the Government & Agency
Securities Portfolio each have elected to be treated and have qualified, and
intend to continue to qualify, as a regulated investment company under
Subchapter M of the Internal Revenue Code of 1986, as amended (the "Code"), and,
if so qualified, will not be subject to federal income taxes to the extent its
earnings are distributed. Dividends derived from interest and short-term capital
gains are taxable as to shareholders ordinary income whether received in cash or
reinvested in additional shares. Long-term capital gains distributions, if any,
are taxable as long-term capital gains regardless of the length of time
shareholders have owned their shares. Dividends from these Portfolios are not
expected to be treated as qualified dividend income or qualify for the dividends
received deduction available to corporate shareholders.

Tax-Exempt Portfolio. The Tax-Exempt Portfolio has elected to be treated and has
qualified, and intends to continue to qualify, under the Code as a regulated
investment company and, if so qualified, will not be liable for federal income
taxes to the extent its earnings are distributed. This Portfolio also intends to
meet the requirements of the Code applicable to regulated investment companies
distributing tax-exempt interest dividends and, accordingly, dividends
representing net tax-exempt interest received by the Portfolio will not be
included by shareholders in their gross income for federal income tax purposes,
except to the extent such interest is subject to the alternative minimum tax as
discussed below. In order for the Portfolio to qualify to pay exempt-interest
dividends, the Code requires that at the close of each quarter of the
Portfolio's taxable year, at least 50 percent of the value of the Portfolio's
total assets consist of obligations the interest on which is exempt from federal
income tax. Dividends representing taxable net investment income (such as net
interest income from temporary investments in obligations of the US Government)
and net short-term capital gains, if any, are taxable to shareholders as
ordinary income. Net interest on certain "private activity bonds" issued on or
after August 8, 1986 is treated as an item of tax preference and may, therefore,
be subject to both the individual and corporate alternative minimum tax. To the
extent provided by regulations to be issued by the Secretary of the Treasury,
exempt-interest dividends from the Tax-Exempt Portfolio are to be treated as
interest on private activity bonds in proportion to the interest income the
Portfolio receives from private activity bonds, reduced by allowable deductions.

Exempt-interest dividends, except to the extent of interest from "private
activity bonds," are not treated as a tax-preference item. For a corporate
shareholder, however, such dividends will be included in determining such
corporate shareholder's "adjusted current earnings." Seventy-five percent of the
excess, if any, of "adjusted current earnings" over the corporate shareholder's
other alternative minimum taxable income with certain adjustments will be a
tax-preference item. Corporate shareholders are advised to consult their tax
advisors with respect to alternative minimum tax consequences.

Shareholders will be required to disclose on their federal income tax returns
the amount of tax-exempt interest earned during the year, including
exempt-interest dividends received from the Tax-Exempt Portfolio.

Individuals whose modified income exceeds a base amount will be subject to
federal income tax on up to 85% of their Social Security benefits. Modified
income includes adjusted gross income, tax-exempt interest, including
exempt-interest dividends from the Tax-Exempt Portfolio, and 50% of Social
Security benefits.

The tax exemption of dividends from the Tax-Exempt Portfolio for federal income
tax purposes does not necessarily result in exemption under the income or other
tax laws of any state or local taxing authority. The laws of the several states
and local taxing authorities vary with respect to the taxation of such income
and shareholders of the Portfolios are advised to consult their own tax advisors
as to the status of their accounts under state and local tax laws.

Dividends or distributions declared in October, November or December to
shareholders of record as of a date in one of those months and paid during the
following January are treated as paid on December 31 of the calendar year in
which declared for federal income tax purposes. The Portfolios may adjust their
schedule for dividend reinvestment for the month of December to assist in
complying with the reporting and minimum distribution requirements contained in
the Code. Each Portfolio is required by federal income tax law to withhold a
portion of dividends (including exempt-interest dividends) and redemption
proceeds paid to certain shareholders who do not furnish a correct taxpayer
identification number (in the case of most individuals, a social security
number) and in certain other circumstances. Trustees of qualified retirement
plans and 403(b)(7) accounts are required by law to withhold 20% of the taxable
portion of any distribution that is eligible to be "rolled over." The 20%
withholding requirement does not apply to distributions from IRAs or any part of
a distribution that is transferred directly to another qualified retirement
plan, 403(b)(7) account, or IRA. Shareholders should consult their tax advisors
regarding the 20% withholding requirement.

Interest on indebtedness which is incurred to purchase or carry shares of the
Tax-Exempt Portfolio is not deductible for federal income tax purposes to the
extent that the Portfolio distributes exempt-interest dividends during the
taxable year. Further, the Tax-Exempt Portfolio may not be an appropriate
investment for entities or persons who are "substantial users" of facilities
financed by private activity bonds or certain industrial development bonds held
by the Tax-Exempt Portfolio or are "related persons" to such users; such persons
should consult their tax advisors before investing in the Tax-Exempt Portfolio.

Shareholders normally will receive monthly confirmations of dividends and of
purchase and redemption transactions except that confirmations of dividend
reinvestment for IRAs and other fiduciary accounts for which SSB serves as
trustee will be sent quarterly. Firms may provide varying arrangements with
their clients with respect to confirmations. Tax information will be provided
annually. Shareholders are encouraged to retain copies of their account
confirmation statements or year-end statements for tax reporting purposes.
However, those who have incomplete records may obtain historical account
transaction information at a reasonable fee.

Special tax rules apply to investments through defined contribution plans and
other tax-qualified plans. Shareholders should consult their tax advisor to
determine the suitability of shares of a Portfolio as an investment through such
plans and the precise effect of an investment on their particular tax situation.


INVESTORS ARE ADVISED TO CONSULT THEIR OWN TAX ADVISORS WITH RESPECT TO THE
APPLICATION OF THE ABOVE-DESCRIBED GENERAL FEDERAL INCOME TAX RULES TO THEIR OWN
CIRCUMSTANCES AND WITH RESPECT TO OTHER FEDERAL, STATE, LOCAL OR FOREIGN TAX
CONSEQUENCES TO THEM BEFORE MAKING AN INVESTMENT IN A PORTFOLIO.

                                 NET ASSET VALUE

The net asset value ("NAV") per share of the Portfolio is calculated on each day
on which the Portfolio is open for business. The Portfolio is open for business
each day the New York Stock Exchange is open, as described in the Portfolio's
current prospectus. The NAV per share of the Portfolio is computed by dividing
the value of the Portfolio's assets less all liabilities, by the total number of
shares of the Portfolio outstanding. Although there is no guarantee, the
Portfolio's NAV per share will normally be $1.00.

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.

The Board has established procedures reasonably designed to stabilize the
Portfolio's NAV per share at $1.00. Under the procedures, the Advisor will
monitor and notify the Board of circumstances where the Portfolio's NAV per
share calculated by using market valuations may deviate from the $1.00 per share
calculated using amortized cost. If there were any deviation that the Board
believed would result in a material dilution or unfair result for investors or
existing shareholders, the Board would promptly consider what action, if any,
should be initiated. Such actions could include selling assets prior to maturity
to realize capital gains or losses; shortening average maturity of the
portfolio; withholding or reducing dividends; redeeming shares in kind; or
valuing assets based on market valuations.

Market valuations are obtained by using actual quotations provided by market
makers, estimates of market value, or values obtained from yield data relating
to classes of money market instruments published by reputable sources at the
mean between the bid and asked prices for the instruments. In accordance with
procedures approved by the Board, in the event market quotations are not readily
available for certain portfolio assets the fair value of such portfolio assets
will be determined in good faith by the Portfolio's Pricing Committee (or, in
some cases, the Board's Valuation Committee) based upon input from the Advisor
or other third parties.

                           BOARD MEMBERS AND OFFICERS

The following table presents certain information regarding the Board Members of
the Trust. 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 Trust 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 Trust. Because the Portfolios do 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.

<TABLE>
<CAPTION>

Independent Board Members
--------------------------------------------------------------------------------------------------------------------
<S>                               <C>                                                                   <C>

                                                                                                    Number of
Name, Year of Birth,                                                                                Funds in DWS
Position with the Trust and       Business Experience and                                           Fund Complex
Length of Time Served(1)          Directorships During thePast 5 Years                              Overseen
--------------------------------------------------------------------------------------------------------------------
Paul K. Freeman                   Consultant, World Bank/Inter-American Development Bank;               125
(1950)                            Governing Council of the Independent Directors Council
Chairperson since 2009, and       (governance, executive committees); formerly: Project Leader,
Board Member since 1993           International Institute for Applied Systems Analysis
                                  (1998-2001); Chief Executive Officer, The Eric Group, Inc.
                                  (environmental insurance) (1986-1998)
--------------------------------------------------------------------------------------------------------------------
John W. Ballantine (1946)         Retired; formerly: Executive Vice President and Chief Risk            125
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:               125
 Board Member since               Association of Public Television Stations; Becton Dickinson
 1990                             and Company(2) (medical technology company); Belo
                                  Corporation(2) (media company); Boston Museum of Science;
                                  Public Radio International; PRX, The Public Radio Exchange;
                                  The PBS Foundation; former Directorships: American Public
                                  Television; Concord Academy; New England Aquarium; Mass.
                                  Corporation for Educational Telecommunications; Committee for
                                  Economic Development; Public Broadcasting Service
--------------------------------------------------------------------------------------------------------------------
Dawn-Marie Driscoll (1946)        President, Driscoll Associates (consulting firm); Executive           125
Board Member since 1987           Fellow, Center for Business Ethics, Bentley University;
                                  formerly: Partner, Palmer & Dodge (1988-1990); Vice President
                                  of Corporate Affairs and General Counsel, Filene's
                                  (1978-1988); Directorships: Trustee of 20 open-end mutual
                                  funds managed by Sun Capital Advisers, Inc. (since 2007);
                                  Director of ICI Mutual Insurance Company (since 2007);
                                  Advisory Board, Center for Business Ethics, Bentley
                                  University; Trustee, Southwest Florida Community Foundation
                                  (charitable organization); former Directorships: Investment
                                  Company Institute (audit, executive, nominating committees)
                                  and Independent Directors Council (governance, executive
                                  committees)
--------------------------------------------------------------------------------------------------------------------
Keith R. Fox (1954)               Managing General Partner, Exeter Capital Partners (a series           125
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           125
(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,         125
(1946)                            Finance Department, The Wharton School, University of
Board Member since                Pennsylvania (since July 1972); Co-Director, Wharton
1990                              Financial Institutions Center (since July 2000); Director,
                                  Japan Equity Fund, Inc. (since September 2007), Thai Capital
                                  Fund, Inc. (since September 2007), Singapore Fund, Inc.
                                  (since September 2007); formerly: Vice Dean and Director,
                                  Wharton Undergraduate Division (July 1995-June 2000);
                                  Director, Lauder Institute of International Management
                                  Studies (July 2000-June 2006)

--------------------------------------------------------------------------------------------------------------------
William McClayton (1944)          Managing Director, Diamond Management & Technology                    125
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             125
(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); Director,
                                  CardioNet, Inc.(2) (2009-present) (health care); formerly:
                                  Executive Vice President, The Glenmede Trust Company
                                  (investment trust and wealth management) (1983 to 2004);
                                  Board Member, Investor Education (charitable organization)
                                  (2004-2005); Director, Viasys Health Care(2) (January
                                  2007-June 2007)
--------------------------------------------------------------------------------------------------------------------
William N. Searcy, Jr.            Private investor since October 2003; Trustee of 20 open-end           125
(1946)                            mutual funds managed by Sun Capital Advisers, Inc. (since
Board Member since                October 1998); formerly: Pension & Savings Trust Officer,
1993                              Sprint Corporation(2) (telecommunications) (November
                                  1989-September 2003)
--------------------------------------------------------------------------------------------------------------------
Jean Gleason Stromberg            Retired; formerly: Consultant (1997-2001); Director, US               125
(1943)                            Government Accountability Office (1996-1997); Partner,
Board Member since                Fulbright & Jaworski, L.L.P. (law firm) (1978-1996);
1997                              Directorships: The William and Flora Hewlett Foundation;
                                  Business Leadership Council, Wellesley College; former
                                  Directorships: Service Source, Inc., Mutual Fund Directors
                                  Forum (2002-2004), American Bar Retirement Association
                                  (funding vehicle for retirement plans) (1987-1990 and
                                  1994-1996)
--------------------------------------------------------------------------------------------------------------------
Robert H. Wadsworth (1940)        President, Robert H. Wadsworth & Associates, Inc. (consulting         128
Board Member since 1999           firm) (1983 to present); Director, The Phoenix Boys Choir
                                  Association
--------------------------------------------------------------------------------------------------------------------

Interested Board Member

--------------------------------------------------------------------------------------------------------------------
Name, Year of Birth,                                                                                Funds in DWS
Position with the Trust and       Business Experience and                                           Fund Complex
Length of Time Served(1)          Directorships During the Past 5 Years                              Overseen
--------------------------------------------------------------------------------------------------------------------
 Axel Schwarzer(3)                Managing Director(4), Deutsche Asset Management; Head of              125
 (1958)                           Deutsche Asset Management Americas; CEO of DWS Investments;
 Board Member since               relocated to Germany in July 2009 as Vice Chairman(4) of
 2006                             Deutsche Asset Management and Member of the Management Board
                                  of DWS Investments, responsible for Global Relationship
                                  Management; formerly: board member of DWS Investments,
                                  Germany (1999-2005); Head of Sales and Product Management for
                                  the Retail and Private Banking Division of Deutsche Bank in
                                  Germany (1997-1999); various strategic and operational
                                  positions for Deutsche Bank Germany Retail and Private
                                  Banking Division in the field of investment funds, tax driven
                                  instruments and asset management for corporates (1989-1996)
--------------------------------------------------------------------------------------------------------------------

Officers(5)

--------------------------------------------------------------------------------------------------------------------
 Name, Year of Birth,
 Position with the Trust and      Business Experience and
 Length of Time Served(6)         Directorships During the Past 5 Years
--------------------------------------------------------------------------------------------------------------------
 Michael G. Clark(7) (1965)       Managing Director(4), Deutsche Asset Management (2006-present); President of
 President, 2006-present          DWS family of funds; Director, ICI Mutual Insurance Company (since
                                  October 2007); formerly: Director of Fund Board Relations (2004-2006) and
                                  Director of Product Development (2000-2004), Merrill Lynch Investment Managers;
                                  Senior Vice President Operations, Merrill Lynch Asset Management (1999-2000)
--------------------------------------------------------------------------------------------------------------------
 John Millette(8) (1962)          Director(4), Deutsche Asset Management
 Vice President and Secretary,
 1999-present
--------------------------------------------------------------------------------------------------------------------
 Paul H. Schubert(7) (1963)       Managing Director(4), Deutsche Asset Management (since July 2004); formerly:
 Chief Financial Officer,         Executive Director, Head of Mutual Fund Services and Treasurer for UBS Family
 2004-present                     of Funds (1998-2004); Vice President and Director of Mutual Fund Finance at UBS
 Treasurer, 2005-present          Global Asset Management (1994-1998)
--------------------------------------------------------------------------------------------------------------------
 Caroline Pearson(8) (1962)       Managing Director(4), Deutsche Asset Management
 Assistant Secretary,
 1997-present
--------------------------------------------------------------------------------------------------------------------
 Rita Rubin(9) (1970)             Vice President and Counsel, Deutsche Asset Management (since October 2007);
 Assistant Secretary,             formerly, Vice President, Morgan Stanley Investment Management (2004-2007);
 2009-present                     Attorney, Shearman & Sterling LLP (2004); Vice President and Associate General
                                  Counsel, UBS Global Asset Management (2001-2004)
--------------------------------------------------------------------------------------------------------------------
 Paul Antosca(8)                  Director(4), Deutsche Asset Management (since 2006); formerly: Vice President,
 (1957)                           The Manufacturers Life Insurance Company (U.S.A.) (1990-2006)
 Assistant Treasurer,
 2007-present
--------------------------------------------------------------------------------------------------------------------
 Jack Clark (8)                   Director(4), Deutsche Asset Management (since 2007); formerly: Vice President,
 (1967)                           State Street Corporation (2002-2007)
 Assistant Treasurer,
 2007-present
--------------------------------------------------------------------------------------------------------------------
 Diane Kenneally(8)               Director(4), Deutsche Asset Management
 (1966)
 Assistant Treasurer,
 2007-present
--------------------------------------------------------------------------------------------------------------------
 Jason Vazquez(9) (1972)          Vice President, Deutsche Asset Management (since 2006); formerly: AML
 Anti-Money Laundering            Operations Manager for Bear Stearns (2004-2006); Supervising Compliance
 Compliance Officer,              Principal and Operations Manager for AXA Financial (1999-2004)
 2007-present
--------------------------------------------------------------------------------------------------------------------
 Robert Kloby(9) (1962)           Managing Director(4), Deutsche Asset Management (2004-present); formerly: Chief
 Chief Compliance Officer,        Compliance Officer/Chief Risk Officer, Robeco USA (2000-2004); Vice President,
 2006-present                     The Prudential Insurance Company of America (1988-2000); E.F. Hutton and
                                  Company (1984-1988)
--------------------------------------------------------------------------------------------------------------------
 J. Christopher Jackson(9)        Director(4), Deutsche Asset Management (2006-present); formerly: Director,
 (1951)                           Senior Vice President, General Counsel, and Assistant Secretary, Hansberger
 Chief Legal Officer,             Global Investors, Inc. (1996-2006); Director, National Society of Compliance
 2006-present                     Professionals (2002-2005) (2006-2009)
--------------------------------------------------------------------------------------------------------------------
</TABLE>

(1)      The length of time served represents the year in which the Board Member
         joined  the board of one or more DWS funds  currently  overseen  by the
         Board.

(2)      A publicly held company with securities  registered pursuant to Section
         12 of the Securities Exchange Act of 1934.

(3)      The mailing address of Axel Schwarzer is DWS Investment  GmbH,  Mainzer
         Landstr.  178-190,  Floor 5C,  60327  Frankfurt am Main,  Germany.  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 Portfolios.

(4)      Executive title, not a board directorship.

(5)      As a result of their respective positions held with the Advisor,  these
         individuals are considered  "interested  persons" of the Advisor within
         the meaning of the 1940 Act. Interested persons receive no compensation
         from the Portfolios.

(6)      The length of time served  represents the year in which the officer was
         first elected in such capacity for one or more DWS funds.

(7)      Address:  345 Park Avenue, New York, New York 10154.

(8)      Address:  One Beacon Street, Boston, Massachusetts 02108.

(9)      Address:  280 Park Avenue, New York, New York 10017.

Certain officers hold similar positions for other investment companies for which
DIMA or an affiliate serves as the Advisor.

Officer's Role with Principal Underwriter: DWS Investments Distributors, Inc.

 Paul H. Schubert:                  Vice President
 Jason Vazquez:                     Vice President and AML Compliance Officer
 Caroline Pearson:                  Secretary

Board Members' Responsibilities. The officers of the Trust 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 Portfolios  and to provide  oversight
of the management of the Portfolios.

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 Portfolios' accounting
and financial reporting policies and procedures,  (3) the Portfolios' 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  Portfolios.  It also
approves and recommends to the Board the  appointment,  retention or termination
of the independent registered public accounting firm for the Portfolios, reviews
the scope of audit and internal controls,  considers and reports to the Board on
matters  relating  to  the  Portfolios'   accounting  and  financial   reporting
practices,  and performs  such other tasks as the full Board deems  necessary or
appropriate.  The  Audit  Committee  receives  annual  representations  from the
independent  registered  public  accounting  firm  as to its  independence.  The
members  of the Audit  Committee  are  William  McClayton  (Chair),  Kenneth  C.
Froewiss (Vice Chair),  John W. Ballantine,  Henry P. Becton,  Jr., Keith R. Fox
and William N. Searcy, Jr. During the calendar year 2008, the Audit Committee of
the Portfolios' Board held six (6) meetings.

Nominating and Governance  Committee:  The Nominating and Governance  Committee,
which consists entirely of Independent Board Members, recommends individuals for
membership on the Board,  nominates  officers,  Board and committee chairs, vice
chairs and committee  members,  and oversees the  operations  of the Board.  The
Nominating and Governance Committee also reviews recommendations by shareholders
for candidates for Board positions.  Shareholders  may recommend  candidates for
Board positions by forwarding their correspondence by US mail or courier service
to Dawn-Marie  Driscoll,  P.O. Box 100176,  Cape Coral, FL 33904. The members of
the  Nominating  and  Governance  Committee  are Henry P. Becton,  Jr.  (Chair),
Rebecca W. Rimel (Vice Chair), Paul K. Freeman and William McClayton. During the
calendar year 2008, the Nominating and Governance  Committee of the  Portfolios'
Board held five (5) meetings.

Contract  Committee:   The  Contract  Committee,   which  consists  entirely  of
Independent  Board  Members,  reviews  at least  annually,  (a) the  Portfolios'
financial  arrangements  with DIMA and its  affiliates,  and (b) the Portfolios'
expense  ratios.  The members of the Contract  Committee are Robert H. Wadsworth
(Chair),  Keith R. Fox (Vice Chair),  Henry P. Becton,  Jr., Richard J. Herring,
William McClayton and Jean Gleason Stromberg. During the calendar year 2008, the
Contract Review Committee of the Portfolios' Board held seven (7) meetings.

Equity  Oversight   Committee:   The  Equity  Oversight  Committee  reviews  the
investment  operations  of those  portfolios  that  primarily  invest  in equity
securities  (except for those funds managed by a quantitative  investment team).
The members of the Equity  Oversight  Committee are John W. Ballantine  (Chair),
William McClayton (Vice Chair),  Henry P. Becton,  Jr., Keith R. Fox, Richard J.
Herring  and  Rebecca W.  Rimel.  During  the  calendar  year  2008,  the Equity
Oversight Committee of the Portfolios' Board held five (5) meetings.

Fixed-Income and Quant Oversight Committee: The Fixed-Income and Quant Oversight
Committee reviews the investment operations of those funds that primarily invest
in fixed-income securities or are managed by a quantitative investment team. The
members of the Fixed-Income and Quant Oversight Committee are William N. Searcy,
Jr. (Chair), Jean Gleason Stromberg (Vice Chair),  Dawn-Marie Driscoll,  Kenneth
C.  Froewiss  and Robert H.  Wadsworth.  During  the  calendar  year  2008,  the
Fixed-Income  Oversight  Committee  of  the  Portfolios'  Board  held  five  (5)
meetings.

Marketing and  Shareholder  Services  Committee:  The Marketing and  Shareholder
Services Committee reviews the Portfolios'  marketing  program,  sales practices
and literature and shareholder services.  The Marketing and Shareholder Services
Committee also considers  matters  relating to fund mergers and liquidations and
the  organization  of new funds.  The members of the Marketing  and  Shareholder
Services  Committee are Richard J. Herring  (Chair),  Dawn-Marie  Driscoll (Vice
Chair), Rebecca W. Rimel, Jean Gleason Stromberg and Robert H. Wadsworth. During
the calendar year 2008, the Marketing/Distribution/Shareholder Service Committee
of the Portfolios' Board held four (4) meetings.

The Operations  Committee:  The Operations  Committee reviews the administrative
operations,  legal affairs and general compliance matters of the Portfolios. The
Operations Committee reviews administrative matters related to the operations of
the  Portfolios,  policies and  procedures  relating to portfolio  transactions,
custody  arrangements,  fidelity bond and insurance  arrangements,  valuation of
Portfolio  assets and  securities  and such other  tasks as the full Board deems
necessary or appropriate.  The Operations  Committee also oversees the valuation
of the Portfolios'  securities and other assets and determines,  as needed,  the
fair value of Portfolio  securities or other assets under certain  circumstances
as described in the Portfolios' Valuation  Procedures.  The Operations Committee
has appointed a Valuation  Sub-Committee,  which may make determinations of fair
value required when the Operations  Committee is not in session.  The members of
the Operations  Committee are Dawn-Marie  Driscoll  (Chair),  John W. Ballantine
(Vice Chair),  Kenneth C. Froewiss,  Rebecca W. Rimel and William N. Searcy, Jr.
The members of the Valuation Sub-Committee are Kenneth C. Froewiss (Chair), John
W. Ballantine, Dawn-Marie Driscoll (Alternate), Rebecca W. Rimel (Alternate) and
William  N.  Searcy,  Jr.  (Alternate).  During  the  calendar  year  2008,  the
Operations Committee held five (5) meetings and the Valuation Sub-Committee held
two (2) meetings for Money Market Portfolio and zero (0) meetings for Government
& Agency Securities Portfolio and Tax-Exempt Portfolio.

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
Portfolios for his or her services,  which includes  retainer fees and specified
amounts  for  various  committee  services  and for the  Board  Chairperson.  No
additional  compensation is paid to any Independent Board Member for travel time
to meetings,  attendance  at  directors'  educational  seminars or  conferences,
service on  industry or  association  committees,  participation  as speakers at
directors'  conferences or service on special fund industry director task forces
or subcommittees. Independent Board Members do not receive any employee benefits
such as pension or retirement  benefits or health  insurance from the Portfolios
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
Portfolios,  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 Portfolios.  The following  tables show  compensation  from the
Portfolios  and  aggregate  compensation  from all of the  funds in the DWS fund
complex received by each Independent Board Member during the calendar year 2008.
Mr.  Schwarzer  is an  interested  person  of the  Portfolios  and  received  no
compensation  from the Portfolios or any fund in the DWS fund complex during the
relevant periods.

<TABLE>
<CAPTION>
                                                           Aggregate            Aggregate            Total
                                    Aggregate            Compensation         Compensation        Compensation
                                Compensation from       from Government        from Tax-         from Fund and
                                  Money Market             & Agency              Exempt              DWS Fund
  Name of Board Member              Portfolio         Securities Portfolio     Portfolio           Complex(1)
  --------------------              ---------         --------------------     ---------           ----------

<S>                               <C>                        <C>                <C>                <C>
  John W. Ballantine              $8,616                     $9,470             $7,523             $237,500
  Henry P. Becton, Jr.(2)          $556                        $203             $1,426             $246,000
  Dawn-Marie Driscoll(2)(3)        $639                        $222             $1,673             $292,500
  Keith R. Fox(2)                  $523                        $196             $1,330             $229,500
  Paul K. Freeman                $9,320                     $10,244             $8,146             $255,000
  Kenneth C. Froewiss              $515                        $194             $1,309             $226,750
  Richard J. Herring(2)            $539                        $200             $1,381             $240,000
  William McClayton(4)           $9,407                     $10,300             $8,245             $257,500
  Rebecca W. Rimel(2)              $534                        $198             $1,360             $233,500
  William N. Searcy, Jr.           $534                        $199             $1,366             $238,000
  Jean Gleason Stromberg           $512                        $194             $1,300             $225,500
  Robert H. Wadsworth            $8,796                      $9,688             $7,670             $273,500
</TABLE>

(1)      The DWS fund complex is composed of 136 funds as of December 31, 2008.

(2)      Aggregate  compensation  includes amounts paid to the Board Members for
         special  meetings of ad hoc committees of the Board in connection  with
         the  consolidation  of the DWS fund boards and various funds,  meetings
         for   considering   fund  expense   simplification   initiatives,   and
         consideration of issues specific to the Portfolios' direct shareholders
         (i.e., those shareholders who did not purchase shares through financial
         intermediaries). Such amounts totaled $8,000 for Mr. Becton, $2,000 for
         Ms. Driscoll, $2,000 for Mr. Fox, $2,000 for Dr. Herring and $8,000 for
         Ms. Rimel. These meeting fees were borne by the funds.

(3)      Includes  $70,000 in annual  retainer fees received by Ms.  Driscoll as
         Chairperson of DWS funds.

(4)      Includes $15,000 paid to Mr. McClayton for numerous special meetings of
         an ad hoc  committee of the former  Chicago  Board in  connection  with
         board consolidation initiatives.

Board Member Ownership in the Portfolios

The  following  table shows the dollar range of equity  securities  beneficially
owned by each Board Member in the Portfolios and DWS fund complex as of December
31, 2008.

<TABLE>
<CAPTION>
                                                  Dollar Range of
                                                     Beneficial
                                Dollar Range of    Ownership in      Dollar Range of       Aggregate Dollar
                                   Beneficial      Government &         Beneficial      Range of Ownership in
                                 Ownership in         Agency          Ownership in      all Funds Overseen by
                                 Money Market       Securities         Tax-Exempt        Board Member in the
Board Member                       Portfolio         Portfolio          Portfolio       DWS Fund Complex(1)
------------                       ---------         ---------          ---------       -------------------

Independent Board Member:
-------------------------

<S>                                   <C>             <C>                <C>                       <C>
John W. Ballantine                    None              None               None              Over $100,000
Henry P. Becton, Jr.                  None           $1-$10,000         $1-$10,000           Over $100,000
Dawn-Marie Driscoll                   None              None          $50,001-$100,000       Over $100,000
Keith R. Fox                          None              None               None              Over $100,000
Paul K. Freeman                       None              None               None              Over $100,000
Kenneth C. Froewiss                   None              None               None              Over $100,000
Richard J. Herring                    None              None               None              Over $100,000
William McClayton                     None              None               None              Over $100,000
Rebecca W. Rimel                      None              None               None              Over $100,000
William N. Searcy, Jr.                None              None               None              Over $100,000
Jean Gleason Stromberg                None              None          $10,001-$50,000        Over $100,000
Robert H. Wadsworth                   None              None               None              Over $100,000

Interested Board Member:
------------------------

Axel Schwarzer                        None              None               None              Over $100,000
</TABLE>

(1)      Securities  beneficially  owned as defined  under the 1934 Act  include
         direct and/or indirect ownership of securities where the Board Member's
         economic interest is tied to the securities,  employment  ownership and
         securities  when the Board Member can exert voting power,  and when the
         Board Member has  authority to sell the  securities.  The dollar ranges
         are:  None,  $1-$10,000,  $10,001-$50,000,  $50,001-$100,000  and  over
         $100,000.

Ownership in Securities of the Advisor and Related Companies

As reported to the  Portfolios,  the information in the following table reflects
ownership by the Independent Board Members and their immediate family members of
certain  securities as of December 31, 2008.  Immediate  family members can be a
spouse,  children  residing in the same  household  including  step and adoptive
children, and any dependents.  The securities represent ownership in the Advisor
or  principal  underwriter  of the  Portfolios  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
Portfolios (including Deutsche Bank AG).

<TABLE>
<CAPTION>
                                                                                   Value of        Percent of
                                   Owner and                                     Securities on     Class on an
Independent                     Relationship to                     Title of     an Aggregate       Aggregate
Board Member                      Board Member         Company        Class          Basis            Basis
------------                      ------------         -------        -----          -----            -----

<S>     <C>    <C>    <C>    <C>    <C>    <C>
John W. Ballantine                                      None
Henry P. Becton, Jr.                                    None
Dawn-Marie Driscoll                                     None
Keith R. Fox                                            None
Paul K. Freeman                                         None
Kenneth C. Froewiss                                     None
Richard J. Herring                                      None
William McClayton                                       None
Rebecca W. Rimel                                        None
William N. Searcy, Jr.                                  None
Jean Gleason Stromberg                                  None
Robert H. Wadsworth                                     None
</TABLE>

Securities Beneficially Owned
-----------------------------

As of July 7, 2009,  the Board  Members and  officers of the Trust  owned,  as a
group, less than 1% of the outstanding shares of each Portfolio.

To the best of each Portfolio's  knowledge,  as of July 7, 2009, no person owned
of record or beneficially 5% or more of any class of the Portfolio's outstanding
shares, except as noted below.

Government & Agency Securities Portfolio

<TABLE>
<CAPTION>
Name and Address of Investor Ownership                          Shares                      % of Total Shares
--------------------------------------                          ------                      -----------------

<S>                                                         <C>                       <C>
RIDGE CLEARING & OUTSOURCING SVCS                           320,637,629.03            100% of Capital Assets Funds
NEW YORK NY  10041-0004                                                                          Shares

D A DAVIDSON & CO                                            26,713,199.73                100% of Davidson Cash
TAX-EXEMPT OMNIBUS ACCT #1                                                               Equivalent Plus Shares
ATTN  BETH ANN THELEN
GREAT FALLS MT  59403-5015

D A DAVIDSON & CO                                            25,998,615.45                100%of Davidson Cash
GOVERNMENT SEC OMNIBUS ACCT #1                                                              Equivalent Shares
ATTN  BETH ANN THELEN
GREAT FALLS MT  59403-5015

DEUTSCHE BANK SECURITIES INC                               1,000,000,000.00           7.31% of DWS Government Cash
CUSTOMER SEGREGATED                                                                       Institutional Shares
ATTN JENNIFER WALTER
NEW YORK NY  10005-2836

KNOTFLOAT & CO                                              792,419,056.25            5.79% of DWS Government Cash
C/O STATE STREET BANK                                                                     Institutional Shares
BOSTON MA  02206-5496

AMERICAN EXPRESS CREDIT CORP                                719,000,000.00            5.26% of DWS Government Cash
ATTN VERICK B NORTHRUP                                                                    Institutional Shares
WILMINGTON DE  19801-2919

FIDUCIARY TRUST CO INT'L AS AGENT                           197,255,500.00              60.22% of Government Cash
ATTN MUTUAL FUND PROCESSING                                                                  Managed Shares
ATTN CORPORATE TREASURY
NEW YORK NY  10020-2302

FIDUCIARY TRUST CO INT'L AS AGENT                            69,416,500.00              21.19% of Government Cash
NON COMPENSATION ACCOUNT                                                                     Managed Shares
ATTN CORPORATE TREASURY
NEW YORK NY  10020-2302

LPL FINANCIAL SERVICES                                     3,755,432,079.73          99.24% of Premier Money Market
SAN DIEGO CA  92121-1968                                                                         Shares

MESIROW FINANCIAL INC                                        40,361,466.36              29.71% of Service Shares
CHICAGO IL  60654-4712

FIRST SOUTHWEST COMPANY                                      36,532,453.60              26.89% of Service Shares
DALLAS TX  75201-3852

PERSHING LLC FOR THE EXCLUSIVE                               31,900,048.24              23.48% of Service Shares
BENEFIT OF CUSTOMERS
JERSEY CITY NJ  07399-0001

PENSON FINANCIAL SERVICES                                    25,201,783.04              18.55% of Service Shares
DALLAS TX  75201-4609

Money Market Portfolio
----------------------

Name and Address of Investor Ownership                          Shares                      % of Total Shares
--------------------------------------                          ------                      -----------------

RIDGE CLEARING & OUTSOURCING SVCS                            54,826,875.08            100% of Capital Assets Funds
NEW YORK NY  10041-0004                                                                     Preferred Shares

RIDGE CLEARING & OUTSOURCING SVCS                           926,624,287.45            100% of Capital Assets Funds
NEW YORK NY  10041-0004                                                                          Shares

D A DAVIDSON & CO                                            3,746,587.57                 100% of Davidson Cash
TAX-EXEMPT OMNIBUS ACCT #1                                                               Equivalent Plus Shares
ATTN  BETH ANN THELEN
GREAT FALLS MT  59403-5015

D A DAVIDSON & CO                                            26,549,745.17                100% of Davidson Cash
MONEY MARKET OMNIBUS ACCT #1                                                                Equivalent Shares
ATTN  BETH ANN THELEN
GREAT FALLS MT  59403-5015

TOYOTA MOTOR CREDIT CORPORATION                             408,910,299.82            73.55% of Institutional Money
ATTN NICHOLAS RO                                                                              Market Shares
TORRANCE CA  90501-1196

LPL FINANCIAL SERVICES                                      143,190,379.36            25.76% of Institutional Money
SAN DIEGO CA  92121-1968                                                                      Market Shares

JOSEPH W SARBINOWSKI                                           10,321.31             97.57% of Institutional Select
DARIEN CT  06820-3510                                                                      Money Market Shares

LPL FINANCIAL SERVICES                                     1,708,723,340.70          93.43% of Premier Money Market
SAN DIEGO CA  92121-1968                                                                         Shares

LPL FINANCIAL SERVICES                                      213,012,831.79              60.38% of Premium Reserve
SAN DIEGO CA  92121-1968                                                                   Money Market Shares

FIDUCIARY TRUST CO INT'L AS AGENT                            40,366,000.00              11.44% of Premium Reserve
ATTN MUTUAL FUND PROCESSING                                                                Money Market Shares
ATTN CORPORATE TREASURY
NEW YORK NY  10020-2302

PENSON FINANCIAL SERVICES                                   848,249,326.83              75.31% of Service Shares
DALLAS TX  75201-4609

FIRST SOUTHWEST COMPANY                                     132,766,240.36              11.79% of Service Shares
DALLAS TX  75201-3852

PERSHING LLC FOR THE EXCLUSIVE                               71,778,611.21               6.37% of Service Shares
BENEFIT OF CUSTOMERS
JERSEY CITY NJ  07399-0001

Tax-Exempt Portfolio
--------------------

Name and Address of Investor Ownership                          Shares                      % of Total Shares
--------------------------------------                          ------                      -----------------

RIDGE CLEARING & OUTSOURCING SVCS                            20,228,656.72            100% of Capital Assets Funds
NEW YORK NY  10041-0004                                                                          Shares

D A DAVIDSON & CO                                            67,084,334.82                100% of Davidson Cash
TAX-EXEMPT OMNIBUS ACCT #1                                                                  Equivalent Shares
ATTN  BETH ANN THELEN
GREAT FALLS MT  59403-5015

PERSHING LLC FOR THE EXCLUSIVE                              963,119,571.97            46.42% of DWS Tax-Exempt Cash
BENEFIT OF CUSTOMERS                                                                      Institutional Shares
JERSEY CITY NJ  07399-0001

KNOTFLOAT & CO                                              280,483,630.55            13.52% of DWS Tax-Exempt Cash
C/O STATE STREET BANK                                                                     Institutional Shares
BOSTON MA  02206-5496

JP MORGAN CLEARING CORP                                     150,036,254.30            7.23% of DWS Tax-Exempt Cash
FBO XXXXXXXXXX                                                                            Institutional Shares
ATTN: DENISE DILORENZO-SIEGEL
BROOKLYN NY  11201-3832

LPL FINANCIAL SERVICES                                      422,308,931.56            93.7% of Premier Money Market
SAN DIEGO CA  92121-1968                                                                         Shares

SMITH MOORE & COMPANY                                        28,193,154.96            6.26% of Premier Money Market
CLAYTON MO  63105-1931                                                                           Shares

FIRST SOUTHWEST COMPANY                                      55,581,337.26              74.84% of Service Shares
DALLAS TX  75201-3852

PENSON FINANCIAL SERVICES                                    16,654,646.60              22.43% of Service Shares
DALLAS TX  75201-4609

FIDUCIARY TRUST CO INT'L AS AGENT                           162,124,500.00              60.5% of Tax-Exempt Cash
ATTN MUTUAL FUND PROCESSING                                                                  Managed Shares
ATTN CORPORATE TREASURY
NEW YORK NY  10020-2302

FIDUCIARY TRUST CO INT'L AS AGENT                            57,868,000.00              21.6% of Tax-Exempt Cash
NON COMPENSATION ACCOUNT                                                                     Managed Shares
ATTN CORPORATE TREASURY
NEW YORK NY  10020-2302

KNOTFLOAT & CO                                               39,220,574.51              14.64% of Tax-Exempt Cash
C/O STATE STREET BANK                                                                        Managed Shares
BOSTON MA  02206-5496

PERSHING LLC FOR THE EXCLUSIVE                              417,065,733.49            78.78% of Tax-Free Investment
BENEFIT OF CUSTOMERS                                                                              Class
JERSEY CITY NJ  07399-0001

WILLIAM BLAIR & COMPANY                                      83,471,707.49            15.77% of Tax-Free Investment
ATTN TERRY MULDOON                                                                                Class
CHICAGO IL  60606-5312
</TABLE>

Agreement to Indemnify Independent Trustees 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 Trustees of the Affected Funds, against certain
liabilities the Independent Trustees 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 Trustees 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 Trustees ultimately would not be entitled to indemnification or (2)
for any liability of the Independent Trustees to the Funds or their shareholders
to which the Independent Trustee would otherwise be subject by reason of willful
misfeasance, bad faith, gross negligence or reckless disregard of the
Independent Trustee'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 Trustees 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.

                               TRUST ORGANIZATION

The Trust is an open-end, management investment company, organized as a business
trust under the laws of Massachusetts on March 2, 1990. The Trust may issue an
unlimited number of shares of beneficial interest in one or more series or
"Portfolios," all having no par value, which may be divided by the Board of
Trustees into classes of shares, subject to compliance with the Securities and
Exchange Commission regulations permitting the creation of separate classes of
shares. The Trust is currently divided into three series: Money Market
Portfolio, Government & Agency Securities Portfolio and Tax-Exempt Portfolio.
Money Market Portfolio is currently divided into nine classes of shares: Premium
Reserve Shares, Premier Money Market Shares, Institutional Money Market Shares,
Institutional Select Money Market Shares, Service Shares, Davidson Cash
Equivalent Shares, Davidson Cash Equivalent Plus Shares, Capital Assets Funds
Shares and Capital Assets Funds Preferred Shares. Government & Agency Securities
Portfolio is divided into eight classes of shares: DWS Government & Agency Money
Fund, DWS Government Cash Institutional Shares, Government Cash Managed Shares,
Premier Money Market Shares, Service Shares, Davidson Cash Equivalent Shares,
Davidson Cash Equivalent Plus Shares, and Capital Assets Funds Shares.
Tax-Exempt Portfolio is divided into nine classes of shares: Tax-Free Investment
Class, DWS Tax-Free Money Fund Class, DWS Tax-Exempt Money Fund, Tax-Exempt Cash
Managed Shares, DWS Tax-Exempt Cash Institutional Shares, Premier Money Market
Shares, Service Shares, Davidson Cash Equivalent Shares and Capital Assets Funds
Shares.

The Trustees have the authority to create additional portfolios and to designate
the relative rights and preferences as between the different portfolios. The
Trustees also may authorize the division of shares of a Portfolio into different
classes, which may bear different expenses. All shares issued and outstanding
are fully paid and non-assessable, transferable, have no pre-emptive or
conversion rights and are redeemable as described in the Portfolios'
prospectuses and SAIs. Each share has equal rights with each other share of the
same class of the Portfolio as to voting, dividends, exchanges, conversion
features and liquidation. Shareholders are entitled to one vote for each full
share held and fractional votes for fractional shares held. The Trustees may
also terminate any Portfolio or class by notice to the shareholders without
shareholder approval.

The Trust generally is not required to hold meetings of its shareholders. Under
the Declaration of Trust, however, shareholder meetings will be held in
connection with the following matters: (a) the election or removal of trustees
if a meeting is called for such purpose; (b) the adoption of any contract for
which shareholder approval is required by the 1940 Act; (c) any termination or
reorganization of the Trust to the extent and as provided in the Declaration of
Trust; (d) any amendment of the Declaration of Trust (other than amendments
changing the name of the Trust or any Portfolio, establishing a Portfolio,
supplying any omission, curing any ambiguity or curing, correcting or
supplementing any defective or inconsistent provision thereof); and (e) such
additional matters as may be required by law, the Declaration of Trust, the
By-laws of the Trust, or any registration of the Trust with the Securities and
Exchange Commission or any state, or as the trustees may consider necessary or
desirable. The shareholders also would vote upon changes in fundamental
investment objectives, policies or restrictions.

Subject to the Declaration of Trust, shareholders may remove trustees. Each
Trustee serves until the next meeting of shareholders, if any, called for the
purpose of electing Trustees and until the election and qualification of a
successor or until such Trustee sooner dies, resigns, retires or is removed by a
majority vote of the shares entitled to vote (as described below) or a majority
of the Trustees. In accordance with the 1940 Act (a) the Trust will hold a
shareholder meeting for the election of trustees at such time as less than a
majority of the trustees have been elected by shareholders, and (b) if, as a
result of a vacancy in the Board of Trustees, less than two-thirds of the
trustees have been elected by the shareholders, that vacancy will be filled only
by a vote of the shareholders.

The Declaration of Trust provides that obligations of the Trust are not binding
upon the Trustees individually but only upon the property of the Trust, that the
Trustees and officers will not be liable for errors of judgment or mistakes of
fact or law, and that a Trust will indemnify its Trustees and officers against
liabilities and expenses incurred in connection with litigation in which they
may be involved because of their offices with a Trust except if it is determined
in the manner provided in the Declaration of Trust that they have not acted in
good faith in the reasonable belief that their actions were in the best
interests of the Trust. However, nothing in the Declaration of Trust protects or
indemnifies a Trustee or officer against any liability 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 their
office.

Trustees may be removed from office by a vote of the holders of a majority of
the outstanding shares at a meeting called for that purpose, which meeting shall
be held upon the written request of the holders of not less than 10% of the
outstanding shares. Upon the written request of ten or more shareholders who
have been such for at least six months and who hold shares constituting at least
1% of the outstanding shares of the Trust 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 trustee, the
Trust has undertaken to disseminate appropriate materials at the expense of the
requesting shareholders.

The Declaration of Trust provides that the presence at a shareholder meeting in
person or by proxy of at least 30% of the shares entitled to vote on a matter
shall constitute a quorum. Thus, a meeting of shareholders of a Portfolio could
take place even if less than a majority of the shareholders were represented on
its scheduled date. Shareholders would in such a case be permitted to take
action which does not require a larger vote than a majority of a quorum, such as
the election of trustees and ratification of the selection of auditors. Some
matters requiring a larger vote under the Declaration of Trust, such as
termination or reorganization of a Portfolio and certain amendments of the
Declaration of Trust, would not be affected by this provision; nor would matters
which under the 1940 Act require the vote of a "majority of the outstanding
voting securities" as defined in the 1940 Act.

The Declaration of Trust specifically authorizes the Board of Trustees to
terminate the Trust (or any Portfolio or class) by notice to the shareholders
without shareholder approval.

Under Massachusetts law, shareholders of a Massachusetts business trust could,
under certain circumstances, be held personally liable for obligations of the
Trust. The Declaration of Trust, however, disclaims shareholder liability for
acts or obligations of the Trust and requires that notice of such disclaimer be
given in each agreement, obligation, or instrument entered into or executed by
the Trust or the trustees. Moreover, the Declaration of Trust provides for
indemnification out of Trust property for all losses and expenses of any
shareholder held personally liable for the obligations of the Trust and the
Trust may be covered by insurance. Thus, the risk of a shareholder incurring
financial loss on account of shareholder liability is considered by the Advisor
remote and not material, since it is limited to circumstances in which a
disclaimer is inoperative and the Trust itself is unable to meet its
obligations.

                             PROXY VOTING GUIDELINES

The Portfolios have delegated proxy voting responsibilities to the Advisor,
subject to a Board's general oversight. The Advisor votes proxies pursuant to
the proxy voting policy and guidelines set forth in Appendix A to this SAI).

You may obtain information about how a fund voted proxies related to its
portfolio securities during the 12-month period ended June 30 by visiting the
Securities and Exchange Commission's Web site at www.sec.gov or by visiting our
Web site at: www.dws-investments.com (click on "proxy voting" at the bottom of
the page).

                              FINANCIAL STATEMENTS

The financial statements, including the portfolio of investments, of each
Portfolio, together with the Report of Independent Registered Public Accounting
Firm, Financial Highlights and notes to financial statements in the Annual
Reports to the Shareholders of each Portfolio dated April 30, 2009 are
incorporated herein by reference and are hereby deemed to be a part of this SAI.

                             ADDITIONAL INFORMATION

The CUSIP number for each portfolio of Cash Account Trust is:

Money Market Portfolio -- Capital Assets Funds Shares is 147539 738.

Government  & Agency  Securities  Portfolio  -- Capital  Assets  Funds Shares is
147539 720.

Tax-Exempt Portfolio -- Capital Assets Funds Shares is 147539 712.

Money Market Portfolio,  Government & Agency Securities Portfolio and Tax-Exempt
Portfolio each have a fiscal year end of April 30.

The Portfolios' prospectus and this SAI omit certain information contained in
the Registration Statement which the Trust 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 a Portfolio and the securities
offered hereby. This Registration Statement and its amendments are available for
inspection by the public at the SEC in Washington, D.C.

                      APPENDIX A -- PROXY VOTING GUIDELINES

       Deutsche Asset Management ("AM") Proxy Voting Policy and Guidelines


I.       INTRODUCTION

AM has adopted and implemented the following policies and procedures, which it
believes are reasonably designed to ensure that proxies are voted in the best
economic interest of clients, in accordance with its fiduciary duties and local
regulation. These Proxy Voting Policies, Procedures and Guidelines shall apply
to all accounts managed by US domiciled advisers and to all US client accounts
managed by non US regional offices. Non US regional offices are required to
maintain procedures and to vote proxies as may be required by law on behalf of
their non US clients. In addition, AM's proxy policies reflect the fiduciary
standards and responsibilities for ERISA accounts.

The attached guidelines represent a set of global recommendations that were
determined by the Global Proxy Voting Sub-Committee ("the GPVSC"). These
guidelines were developed to provide AM with a comprehensive list of
recommendations that represent how AM will generally vote proxies for its
clients. The recommendations derived from the application of these guidelines
are not intended to influence the various AM legal entities either directly or
indirectly by parent or affiliated companies. In addition, the organizational
structures and documents of the various AM legal entities allows, where
necessary or appropriate, the execution by individual AM subsidiaries of the
proxy voting rights independently of any DB parent or affiliated company. This
applies in particular to non U.S. fund management companies. The individuals
that make proxy voting decisions are also free to act independently, subject to
the normal and customary supervision by the management/boards of these AM legal
entities.


II.      AM'S PROXY VOTING RESPONSIBILITIES

Proxy votes are the property of AM's advisory clients.(1) As such, AM's
authority and responsibility to vote such proxies depend upon its contractual
relationships with its clients. AM has delegated responsibility for effecting
its advisory clients' proxy votes to Institutional Shareholder Services ("ISS"),
an independent third-party proxy voting specialist. ISS votes AM's advisory
clients' proxies in accordance with AM's proxy guidelines or AM's specific
instructions. Where a client has given specific instructions as to how a proxy
should be voted, AM will notify ISS to carry out those instructions. Where no
specific instruction exists, AM will follow the procedures in voting the proxies
set forth in this document. Certain Taft-Hartley clients may direct AM to have
ISS vote their proxies in accordance with Taft Hartley voting Guidelines

_____________________

(1)      For purposes of these Policies and Procedures, "clients" refers to
         persons or entities: for which AM serves as investment adviser or
         sub-adviser; for which AM votes proxies; and that have an economic or
         beneficial ownership interest in the portfolio securities of issuers
         soliciting such proxies.

Clients may in certain instances contract with their custodial agent and notify
AM that they wish to engage in securities lending transactions. In such cases,
it is the responsibility of the custodian to deduct the number of shares that
are on loan so that they do not get voted twice.


III.     POLICIES

1.       Proxy voting activities are conducted in the best economic interest of
         clients

AM has adopted the following policies and procedures to ensure that proxies are
voted in accordance with the best economic interest of its clients, as
determined by AM in good faith after appropriate review.

2.       The Global Proxy Voting Sub-Committee

The Global Proxy Voting Sub-Committee (the "GPVSC") is an internal working group
established by the applicable AM's Investment Risk Oversight Committee pursuant
to a written charter. The GPVSC is responsible for overseeing AM's proxy voting
activities, including:

(i)    adopting, monitoring and updating guidelines, attached as Exhibit A (the
       "Guidelines"), that provide how AM will generally vote proxies pertaining
       to a comprehensive list of common proxy voting matters;

(ii)   voting proxies where (A) the issues are not covered by specific client
       instruction or the Guidelines; (B) the Guidelines specify that the issues
       are to be determined on a case-by-case basis; or (C) where an exception
       to the Guidelines may be in the best economic interest of AM's clients;
       and

(iii)  monitoring the Proxy Vendor Oversight's proxy voting activities (see
       below).

AM's Proxy Vendor Oversight, a function of AM's Operations Group, is responsible
for coordinating with ISS to administer AM's proxy voting process and for voting
proxies in accordance with any specific client instructions or, if there are
none, the Guidelines, and overseeing ISS' proxy responsibilities in this regard.

3.       Availability of Proxy Voting Policies and Procedures and proxy voting
         record

Copies of these Policies and Procedures, as they may be updated from time to
time, are made available to clients as required by law and otherwise at AM's
discretion. Clients may also obtain information on how their proxies were voted
by AM as required by law and otherwise at AM's discretion; however, AM must not
selectively disclose its investment company clients' proxy voting records. The
Proxy Vendor Oversight will make proxy voting reports available to advisory
clients upon request. The investment companies' proxy voting records will be
disclosed to shareholders by means of publicly-available annual filings of each
company's proxy voting record for 12-month periods ended June 30 (see
"Recordkeeping" below), if so required by relevant law.


IV.      PROCEDURES

The key aspects of AM's proxy voting process are as follows:

1.       The GPVSC's Proxy Voting Guidelines

The Guidelines set forth the GPVSC's standard voting positions on a
comprehensive list of common proxy voting matters. The GPVSC has developed, and
continues to update the Guidelines based on consideration of current corporate
governance principles, industry standards, client feedback, and the impact of
the matter on issuers and the value of the investments.

The GPVSC will review the Guidelines as necessary to support the best economic
interests of AM's clients and, in any event, at least annually. The GPVSC will
make changes to the Guidelines, whether as a result of the annual review or
otherwise, taking solely into account the best economic interests of clients.
Before changing the Guidelines, the GPVSC will thoroughly review and evaluate
the proposed change and the reasons therefore, and the GPVSC Chair will ask
GPVSC members whether anyone outside of the AM organization (but within Deutsche
Bank and its affiliates) or any entity that identifies itself as a AM advisory
client has requested or attempted to influence the proposed change and whether
any member has a conflict of interest with respect to the proposed change. If
any such matter is reported to the GPVSC Chair, the Chair will promptly notify
the Conflicts of Interest Management Sub-Committee (see below) and will defer
the approval, if possible. Lastly, the GPVSC will fully document its rationale
for approving any change to the Guidelines.

The Guidelines may reflect a voting position that differs from the actual
practices of the public company(ies) within the Deutsche Bank organization or of
the investment companies for which AM or an affiliate serves as investment
adviser or sponsor. Investment companies, particularly closed-end investment
companies, are different from traditional operating companies. These differences
may call for differences in voting positions on the same matter. Further, the
manner in which AM votes investment company proxies may differ from proposals
for which a AM-advised or sponsored investment company solicits proxies from its
shareholders. As reflected in the Guidelines, proxies solicited by closed-end
(and open-end) investment companies are generally voted in accordance with the
pre-determined guidelines of ISS. See Section IV.3.B.

Funds ("Underlying Funds") in which Topiary Fund Management Fund of Funds (each,
a "Fund") invest, may from time to time seek to revise their investment terms
(i.e. liquidity, fees, etc.) or investment structure. In such event, the
Underlying Funds may require approval/consent from its investors to effect the
relevant changes. Topiary Fund Management has adopted Proxy Voting Procedures
which outline the process for these approvals.

2.       Specific proxy voting decisions made by the GPVSC

The Proxy Vendor Oversight will refer to the GPVSC all proxy proposals (i) that
are not covered by specific client instructions or the Guidelines; or (ii) that,
according to the Guidelines, should be evaluated and voted on a case-by-case
basis.

Additionally, if, the Proxy Vendor Oversight, the GPVSC Chair or any member of
the GPVSC, a portfolio manager, a research analyst or a sub-adviser believes
that voting a particular proxy in accordance with the Guidelines may not be in
the best economic interests of clients, that individual may bring the matter to
the attention of the GPVSC Chair and/or the Proxy Vendor Oversight.(2)

_____________________

(2)      The Proxy Vendor Oversight generally monitors upcoming proxy
         solicitations for heightened attention from the press or the industry
         and for novel or unusual proposals or circumstances, which may prompt
         the Proxy Vendor Oversight to bring the solicitation to the attention
         of the GPVSC Chair. AM portfolio managers, AM research analysts and
         sub-advisers also may bring a particular proxy vote to the attention of
         the GPVSC Chair, as a result of their ongoing monitoring of portfolio
         securities held by advisory clients and/or their review of the periodic
         proxy voting record reports that the GPVSC Chair distributes to AM
         portfolio managers and AM research analysts.

If the Proxy Vendor Oversight refers a proxy proposal to the GPVSC or the GPVSC
determines that voting a particular proxy in accordance with the Guidelines is
not in the best economic interests of clients, the GPVSC will evaluate and vote
the proxy, subject to the procedures below regarding conflicts.

The GPVSC endeavors to hold meetings to decide how to vote particular proxies
sufficiently before the voting deadline so that the procedures below regarding
conflicts can be completed before the GPVSC's voting determination.

3.       Certain proxy votes may not be cast

In some cases, the GPVSC may determine that it is in the best economic interests
of its clients not to vote certain proxies. If the conditions below are met with
regard to a proxy proposal, AM will abstain from voting:

o        Neither the Guidelines nor specific client instructions cover an issue;

o        ISS does not make a recommendation on the issue;

o        The GPVSC cannot convene on the proxy proposal at issue to make a
         determination as to what would be in the client's best interest. (This
         could happen, for example, if the Conflicts of Interest Management
         Sub-committee found that there was a material conflict or if despite
         all best efforts being made, the GPVSC quorum requirement could not be
         met).

In addition, it is AM's policy not to vote proxies of issuers subject to laws of
those jurisdictions that impose restrictions upon selling shares after proxies
are voted, in order to preserve liquidity. In other cases, it may not be
possible to vote certain proxies, despite good faith efforts to do so. For
example, some jurisdictions do not provide adequate notice to shareholders so
that proxies may be voted on a timely basis. Voting rights on securities that
have been loaned to third-parties transfer to those third-parties, with loan
termination often being the only way to attempt to vote proxies on the loaned
securities. Lastly, the GPVSC may determine that the costs to the client(s)
associated with voting a particular proxy or group of proxies outweighs the
economic benefits expected from voting the proxy or group of proxies.

The Proxy Vendor Oversight will coordinate with the GPVSC Chair regarding any
specific proxies and any categories of proxies that will not or cannot be voted.
The reasons for not voting any proxy shall be documented.

4.       Conflict of Interest Procedures

A. Procedures to Address Conflicts of Interest and Improper Influence

Overriding Principle. In the limited circumstances where the GPVSC votes
proxies,(3) the GPVSC will vote those proxies in accordance with what it, in
good faith, determines to be the best economic interests of AM's clients.(4)

_____________________

(3)      As mentioned above, the GPVSC votes proxies (i) where neither a
         specific client instruction nor a Guideline directs how the proxy
         should be voted, (ii) where the Guidelines specify that an issue is to
         be determined on a case by case basis or (iii) where voting in
         accordance with the Guidelines may not be in the best economic
         interests of clients.

(4)      The Proxy Vendor Oversight, who serves as the non-voting secretary of
         the GPVSC, may receive routine calls from proxy solicitors and other
         parties interested in a particular proxy vote. Any contact that
         attempts to exert improper pressure or influence shall be reported to
         the Conflicts of Interest Management Sub-Committee.

Independence of the GPVSC. As a matter of Compliance policy, the GPVSC and the
Proxy Vendor Oversight are structured to be independent from other parts of
Deutsche Bank. Members of the GPVSC and the employee responsible for Proxy
Vendor Oversight are employees of AM. As such, they may not be subject to the
supervision or control of any employees of Deutsche Bank Corporate and
Investment Banking division ("CIB"). Their compensation cannot be based upon
their contribution to any business activity outside of AM without prior approval
of Legal and Compliance. They can have no contact with employees of Deutsche
Bank outside of the Private Client and Asset Management division ("PCAM")
regarding specific clients, business matters or initiatives without the prior
approval of Legal and Compliance. They furthermore may not discuss proxy votes
with any person outside of AM (and within AM only on a need to know basis).

Conflict Review Procedures. There will be a committee (the "Conflicts of
Interest Management Sub-Committee") established within AM that will monitor for
potential material conflicts of interest in connection with proxy proposals that
are to be evaluated by the GPVSC. Promptly upon a determination that a vote
shall be presented to the GPVSC, the GPVSC Chair shall notify the Conflicts of
Interest Management Sub-Committee. The Conflicts of Interest Management
Sub-Committee shall promptly collect and review any information deemed
reasonably appropriate to evaluate, in its reasonable judgment, if AM or any
person participating in the proxy voting process has, or has the appearance of,
a material conflict of interest. For the purposes of this policy, a conflict of
interest shall be considered "material" to the extent that a reasonable person
could expect the conflict to influence, or appear to influence, the GPVSC's
decision on the particular vote at issue. GPVSC should provide the Conflicts of
Interest Management Sub-Committee a reasonable amount of time (no less than 24
hours) to perform all necessary and appropriate reviews. To the extent that a
conflicts review can not be sufficiently completed by the Conflicts of Interest
Management Sub-Committee the proxies will be voted in accordance with the
standard guidelines.

The information considered by the Conflicts of Interest Management Sub-Committee
may include without limitation information regarding (i) AM client
relationships; (ii) any relevant personal conflict known by the Conflicts of
Interest Management Sub-Committee or brought to the attention of that
sub-committee; (iii) and any communications with members of the GPVSC (or anyone
participating or providing information to the GPVSC) and any person outside of
the AM organization (but within Deutsche Bank and its affiliates) or any entity
that identifies itself as a AM advisory client regarding the vote at issue. In
the context of any determination, the Conflicts of Interest Management
Sub-Committee may consult with, and shall be entitled to rely upon, all
applicable outside experts, including legal counsel.

Upon completion of the investigation, the Conflicts of Interest Management
Sub-Committee will document its findings and conclusions. If the Conflicts of
Interest Management Sub-Committee determines that (i) AM has a material conflict
of interest that would prevent it from deciding how to vote the proxies
concerned without further client consent or (ii) certain individuals should be
recused from participating in the proxy vote at issue, the Conflicts of Interest
Management Sub-Committee will so inform the GPVSC chair.

If notified that AM has a material conflict of interest as described above, the
GPVSC chair will obtain instructions as to how the proxies should be voted
either from (i) if time permits, the effected clients, or (ii) in accordance
with the standard guidelines. If notified that certain individuals should be
recused from the proxy vote at issue, the GPVSC Chair shall do so in accordance
with the procedures set forth below.

Note: Any AM employee who becomes aware of a potential, material conflict of
interest in respect of any proxy vote to be made on behalf of clients shall
notify Compliance. Compliance shall call a meeting of the conflict review
committee to evaluate such conflict and determine a recommended course of
action.

Procedures to be followed by the GPVSC. At the beginning of any discussion
regarding how to vote any proxy, the GPVSC Chair (or his or her delegate) will
inquire as to whether any GPVSC member (whether voting or ex officio) or any
person participating in the proxy voting process has a personal conflict of
interest or has actual knowledge of an actual or apparent conflict that has not
been reported to the Conflicts of Interest Management Sub-Committee.

The GPVSC Chair also will inquire of these same parties whether they have actual
knowledge regarding whether any director, officer or employee outside of the AM
organization (but within Deutsche Bank and its affiliates) or any entity that
identifies itself as a AM advisory client, has: (i) requested that AM, the Proxy
Vendor Oversight (or any member thereof) or a GPVSC member vote a particular
proxy in a certain manner; (ii) attempted to influence AM, the Proxy Vendor
Oversight (or any member thereof), a GPVSC member or any other person in
connection with proxy voting activities; or (iii) otherwise communicated with a
GPVSC member or any other person participating or providing information to the
GPVSC regarding the particular proxy vote at issue, and which incident has not
yet been reported to the Conflicts of Interest Management Sub- Committee.

If any such incidents are reported to the GPVSC Chair, the Chair will promptly
notify the Conflicts of Interest Management Sub-Committee and, if possible, will
delay the vote until the Conflicts of Interest Management Sub-Committee can
complete the conflicts report. If a delay is not possible, the Conflicts of
Interest Management Sub-Committee will instruct the GPVSC whether anyone should
be recused from the proxy voting process, or whether AM should vote the proxy in
accordance with the standard guidelines, seek instructions as to how to vote the
proxy at issue from ISS or, if time permits, the effected clients. These
inquiries and discussions will be properly reflected in the GPVSC's minutes.

Duty to Report. Any AM employee, including any GPVSC member (whether voting or
ex officio), that is aware of any actual or apparent conflict of interest
relevant to, or any attempt by any person outside of the AM organization (but
within Deutsche Bank and its affiliates) or any entity that identifies itself as
a AM advisory client to influence, how AM votes its proxies has a duty to
disclose the existence of the situation to the GPVSC Chair (or his or her
designee) and the details of the matter to the Conflicts of Interest Management
Sub-Committee. In the case of any person participating in the deliberations on a
specific vote, such disclosure should be made before engaging in any activities
or participating in any discussion pertaining to that vote.

Recusal of Members. The GPVSC will recuse from participating in a specific proxy
vote any GPVSC members (whether voting or ex officio) and/or any other person
who (i) are personally involved in a material conflict of interest; or (ii) who,
as determined by the Conflicts of Interest Management Sub-Committee, have actual
knowledge of a circumstance or fact that could effect their independent
judgment, in respect of such vote. The GPVSC will also exclude from
consideration the views of any person (whether requested or volunteered) if the
GPVSC or any member thereof knows, or if the Conflicts of Interest Management
Sub-Committee has determined, that such other person has a material conflict of
interest with respect to the particular proxy, or has attempted to influence the
vote in any manner prohibited by these policies.

If, after excluding all relevant GPVSC voting members pursuant to the paragraph
above, there are three or more GPVSC voting members remaining, those remaining
GPVSC members will determine how to vote the proxy in accordance with these
Policies and Procedures. If there are fewer than three GPVSC voting members
remaining, the GPVSC Chair will vote the proxy in accordance with the standard
guidelines, will obtain instructions as to how to have the proxy voted from, if
time permits, the effected clients and otherwise from ISS.

B.       Investment Companies and Affiliated Public Companies

Investment Companies. As reflected in the Guidelines, all proxies solicited by
open-end and closed-end investment companies are voted in accordance with the
pre-determined guidelines of ISS, unless the investment company client directs
AM to vote differently on a specific proxy or specific categories of proxies.
However, regarding investment companies for which AM or an affiliate serves as
investment adviser or principal underwriter, such proxies are voted in the same
proportion as the vote of all other shareholders (i.e., "mirror" or "echo"
voting). Master fund proxies solicited from feeder funds are voted in accordance
with applicable provisions of Section 12 of the Investment Company Act of 1940.

Subject to participation agreements with certain Exchange Traded Funds ("ETF")
issuers that have received exemptive orders from the U.S. Securities and
Exchange Commission allowing investing DWS funds to exceed the limits set forth
in Section 12(d)(1)(A) and (B) of the Investment Company Act of 1940, DeAM will
echo vote proxies for ETFs in which Deutsche Bank holds more than 25% of
outstanding voting shares globally when required to do so by participation
agreements and SEC orders.

Affiliated Public Companies. For proxies solicited by non-investment company
issuers of or within the Deutsche Bank organization, e.g., Deutsche bank itself,
these proxies will be voted in the same proportion as the vote of other
shareholders (i.e., "mirror" or "echo" voting).

Note: With respect to the QP Trust (not registered under the Investment Company
Act of 1940), the Fund is not required to engage in echo voting and the
investment adviser will use these Guidelines, and may determine, with respect to
the QP Trust, to vote contrary to the positions in the Guidelines, consistent
with the Fund's best interest.

C.       Other Procedures That Limit Conflicts of Interest

AM and other entities in the Deutsche Bank organization have adopted a number of
policies, procedures and internal controls that are designed to avoid various
conflicts of interest, including those that may arise in connection with proxy
voting, including:

o        Deutsche Bank Americas Restricted Activities Policy. This policy
         provides for, among other things, independence of AM employees from
         CIB, and information barriers between AM and other affiliates.
         Specifically, no AM employee may be subject to the supervision or
         control of any employee of CIB. No AM employee shall have his or her
         compensation based upon his or her contribution to any business
         activity within the Bank outside of the business of AM, without the
         prior approval of Legal or Compliance. Further, no employee of CIB
         shall have any input into the compensation of a AM employee without the
         prior approval of Legal or Compliance. Under the information barriers
         section of this policy, as a general rule, AM employees who are
         associated with the investment process should have no contact with
         employees of Deutsche Bank or its affiliates, outside of PCAM,
         regarding specific clients, business matters, or initiatives. Further,
         under no circumstances should proxy votes be discussed with any
         Deutsche Bank employee outside of AM (and should only be discussed on a
         need-to-know basis within AM).

Other relevant internal policies include the Deutsche Bank Americas Code of
Professional Conduct, the Deutsche Asset Management Information Sharing
Procedures, the Deutsche Asset Management Code of Ethics, the Sarbanes-Oxley
Senior Officer Code of Ethics, and the Deutsche Bank Group Code of Conduct. The
GPVSC expects that these policies, procedures and internal controls will greatly
reduce the chance that the GPVSC (or, its members) would be involved in, aware
of or influenced by, an actual or apparent conflict of interest.


V.       RECORDKEEPING

At a minimum, the following types of records must be properly maintained and
readily accessible in order to evidence compliance with this policy.

o        AM will maintain a record of each vote cast by AM that includes among
         other things, company name, meeting date, proposals presented, vote
         cast and shares voted.

o        The Proxy Vendor Oversight maintains records for each of the proxy
         ballots it votes. Specifically, the records include, but are not
         limited to:

         -        The proxy statement (and any additional solicitation
                  materials) and relevant portions of annual statements.

         -        Any additional information considered in the voting process
                  that may be obtained from an issuing company, its agents or
                  proxy research firms.

         -        Analyst worksheets created for stock option plan and share
                  increase analyses.

         -        Proxy Edge print-screen of actual vote election.

o        AM will retain these Policies and Procedures and the Guidelines; will
         maintain records of client requests for proxy voting information; and
         will retain any documents the Proxy Vendor Oversight or the GPVSC
         prepared that were material to making a voting decision or that
         memorialized the basis for a proxy voting decision.

o        The GPVSC also will create and maintain appropriate records documenting
         its compliance with these Policies and Procedures, including records of
         its deliberations and decisions regarding conflicts of interest and
         their resolution.

o        With respect to AM's investment company clients, ISS will create and
         maintain records of each company's proxy voting record for 12-month
         periods ended June 30. AM will compile the following information for
         each matter relating to a portfolio security considered at any
         shareholder meeting held during the period covered by the report and
         with respect to which the company was entitled to vote:

         -        The name of the issuer of the portfolio security;

         -        The exchange ticker symbol of the portfolio security (if
                  symbol is available through reasonably practicable means);

         -        The Council on Uniform Securities Identification Procedures
                  number for the portfolio security (if the number is available
                  through reasonably practicable means);

         -        The shareholder meeting date;

         -        A brief identification of the matter voted on;

         -        Whether the matter was proposed by the issuer or by a security
                  holder;

         -        Whether the company cast its vote on the matter;

         -        How the company cast its vote (e.g., for or against proposal,
                  or abstain; for or withhold regarding election of directors);
                  and

         -        Whether the company cast its vote for or against management.

Note: This list is intended to provide guidance only in terms of the records
that must be maintained in accordance with this policy. In addition, please note
that records must be maintained in accordance with the applicable AM Records
Management Policy.

With respect to electronically stored records, "properly maintained" is defined
as complete, authentic (unalterable) usable and backed-up. At a minimum, records
should be retained for a period of not less than six years (or longer, if
necessary to comply with applicable regulatory requirements), the first three
years in an appropriate AM office.


VI.      THE GPVSC'S OVERSIGHT ROLE

In addition to adopting the Guidelines and making proxy voting decisions on
matters referred to it as set forth above, the GPVSC will monitor the proxy
voting process by reviewing summary proxy information presented by ISS. The
GPVSC will use this review process to determine, among other things, whether any
changes should be made to the Guidelines. This review will take place at least
quarterly and will be documented in the GPVSC's minutes.


Attachment A - Global Proxy Voting Guidelines







                            Deutsche Asset Management

                         Global Proxy Voting Guidelines



                             As Amended October 2008


                                [GRAPHIC OMITTED]
Table of contents

I        Board Of Directors And Executives

         A        Election Of Directors

         B        Classified Boards Of Directors

         C        Board And Committee Independence

         D        Liability And Indemnification Of Directors

         E        Qualifications Of Directors

         F        Removal Of Directors And Filling Of Vacancies

         G        Proposals To Fix The Size Of The Board

         H        Proposals to Restrict Chief Executive Officer's Service on

                  Multiple Boards

         I        Proposals to Restrict Supervisory Board Members Service on

                  Multiple Boards

         J        Proposals to Establish Audit Committees

II       Capital Structure

         A        Authorization Of Additional Shares

         B        Authorization Of "Blank Check" Preferred Stock

         C        Stock Splits/Reverse Stock Splits

         D        Dual Class/Supervoting Stock

         E        Large Block Issuance

         F        Recapitalization Into A Single Class Of Stock

         G        Share Repurchases

         H        Reductions In Par Value

III      Corporate Governance Issues

         A        Confidential Voting

         B        Cumulative Voting

         C        Supermajority Voting Requirements

         D        Shareholder Right To Vote

IV       Compensation

         A        Establishment of a Remuneration Committee

         B        Executive And Director Stock Option Plans

         C        Employee Stock Option/Purchase Plans

         D        Golden Parachutes

         E        Proposals To Limit Benefits Or Executive Compensation

         F        Option Expensing

         G        Management board election and motion

         H        Remuneration (variable pay)

         I        Long-term incentive plans

         J        Shareholder Proposals Concerning "Pay For Superior
                  Performance"

         K        Executive Compensation Advisory

V        Anti-Takeover Related Issues

         A        Shareholder Rights Plans ("Poison Pills")

         B        Reincorporation

         C        Fair-Price Proposals

         D        Exemption From State Takeover Laws

         E        Non-Financial Effects Of Takeover Bids

VI       Mergers & Acquisitions

VII      Social & Political Issues

         A        Labor & Human Rights

         B        Diversity & Equality

         C        Health & Safety

         D        Government/Military

         E        Tobacco

VIII     Environmental Issues

IX       Miscellaneous Items

         A        Ratification Of Auditors

         B        Limitation Of Non-Audit Services Provided By Independent
                  Auditor

         C        Audit Firm Rotation

         D        Transaction Of Other Business

         E        Motions To Adjourn The Meeting

         F        Bundled Proposals

         G        Change Of Company Name

         H        Proposals Related To The Annual Meeting

         I        Reimbursement Of Expenses Incurred From Candidate Nomination

         J        Investment Company Proxies

         K        International Proxy Voting


These Guidelines may reflect a voting position that differs from the actual
practices of the public company (ies) within the Deutsche Bank organization or
of the investment companies for which AM or an affiliate serves as investment
adviser or sponsor.

NOTE: Because of the unique structure and regulatory scheme applicable to
closed-end investment companies, the voting guidelines (particularly those
related to governance issues) generally will be inapplicable to holdings of
closed-end investment companies. As a result, determinations on the appropriate
voting recommendation for closed-end investment company shares will be made on a
case-by-case basis.


I.       Board of Directors and Executives

A.       Election of Directors

Routine: AM Policy is to vote "for" the uncontested election of directors. Votes
for a director in an uncontested election will be withheld in cases where a
director has shown an inability to perform his/her duties in the best interests
of the shareholders.

Proxy contest: In a proxy contest involving election of directors, a
case-by-case voting decision will be made based upon analysis of the issues
involved and the merits of the incumbent and dissident slates of directors. AM
will incorporate the decisions of a third party proxy research vendor,
currently, Institutional Shareholder Services ("ISS") subject to review by the
Proxy Voting Sub-Committee (GPVSC) as set forth in the AM's Proxy Voting
Policies and Procedures.

Rationale: The large majority of corporate directors fulfill their fiduciary
obligation and in most cases support for management's nominees is warranted. As
the issues relevant to a contested election differ in each instance, those cases
must be addressed as they arise.

B.       Classified Boards of Directors

AM policy is to vote against proposals to classify the board and for proposals
to repeal classified boards and elect directors annually.

Rationale: Directors should be held accountable on an annual basis. By
entrenching the incumbent board, a classified board may be used as an
anti-takeover device to the detriment of the shareholders in a hostile take-over
situation.

C.       Board and Committee Independence

AM policy is to vote:

1.       "For" proposals that require that a certain percentage (majority up to
         66 2/3%) of members of a board of directors be comprised of independent
         or unaffiliated directors.

2.       "For" proposals that require all members of a company's compensation,
         audit, nominating, or other similar committees be comprised of
         independent or unaffiliated directors.

3.       "Against" shareholder proposals to require the addition of special
         interest, or constituency, representatives to boards of directors.

4.       "For" separation of the Chairman and CEO positions.

5.       "Against" proposals that require a company to appoint a Chairman who is
         an independent director.

Rationale: Board independence is a cornerstone of effective governance and
accountability. A board that is sufficiently independent from management assures
that shareholders' interests are adequately represented. However, the Chairman
of the board must have sufficient involvement in and experience with the
operations of the company to perform the functions required of that position and
lead the company.

No director qualifies as 'independent' unless the board of directors
affirmatively determines that the director has no material relationship with the
listed company (either directly or as a partner, shareholder or officer of an
organization that has a relationship with the company).

Whether a director is in fact not "independent" will depend on the laws and
regulations of the primary market for the security and the exchanges, if any, on
which the security trades.

D.       Liability and Indemnification of Directors

AM policy is to vote "for" management proposals to limit directors' liability
and to broaden the indemnification of directors, unless broader indemnification
or limitations on directors' liability would effect shareholders' interests in
pending litigation.

Rationale: While shareholders want directors and officers to be responsible for
their actions, it is not in the best interests of the shareholders for them to
be to risk averse. If the risk of personal liability is too great, companies may
not be able to find capable directors willing to serve. We support expanding
coverage only for actions taken in good faith and not for serious violations of
fiduciary obligation or negligence.

E.       Qualifications of Directors

AM policy is to follow management's recommended vote on either management or
shareholder proposals that set retirement ages for directors or require specific
levels of stock ownership by directors.

Rationale: As a general rule, the board of directors, and not the shareholders,
is most qualified to establish qualification policies.

F.       Removal of Directors and Filling of Vacancies

AM policy is to vote "against" proposals that include provisions that directors
may be removed only for cause or proposals that include provisions that only
continuing directors may fill board vacancies.

Rationale: Differing state statutes permit removal of directors with or without
cause. Removal of directors for cause usually requires proof of self-dealing,
fraud or misappropriation of corporate assets, limiting shareholders' ability to
remove directors except under extreme circumstances. Removal without cause
requires no such showing.

Allowing only incumbent directors to fill vacancies can serve as an
anti-takeover device, precluding shareholders from filling the board until the
next regular election.

G.       Proposals to Fix the Size of the Board

AM policy is to vote:

1.       "For" proposals to fix the size of the board unless: (a) no specific
         reason for the proposed change is given; or (b) the proposal is part of
         a package of takeover defenses.

2.       "Against" proposals allowing management to fix the size of the board
         without shareholder approval.

Rationale: Absent danger of anti-takeover use, companies should be granted a
reasonable amount of flexibility in fixing the size of its board.

H.       Proposals to Restrict Chief Executive Officer's Service on Multiple
         Boards

AM policy is to vote "For" proposals to restrict a Chief Executive Officer from
serving on more than three outside boards of directors.

Rationale: Chief Executive Officer must have sufficient time to ensure that
shareholders' interests are represented adequately.

Note: A director's service on multiple closed-end fund boards within a fund
complex are treated as service on a single Board for the purpose of the proxy
voting guidelines.

I.       Proposals to Restrict Supervisory Board Members Service on Multiple
         Boards (For FFT Securities)

AM policy is to vote "for" proposals to restrict a Supervisory Board Member from
serving on more than five supervisory boards.

Rationale: We consider a strong, independent and knowledgeable supervisory board
as important counter-balance to executive management to ensure that the
interests of shareholders are fully reflected by the company.

Full information should be disclosed in the annual reports and accounts to allow
all shareholders to judge the success of the supervisory board controlling their
company.

Supervisory Board Member must have sufficient time to ensure that shareholders'
interests are represented adequately.

Note: A director's service on multiple closed-end fund boards within a fund
complex are treated as service on a single Board for the purpose of the proxy
voting guidelines.

J.       Proposals to Establish Audit Committees (For FFT and U.S. Securities)
         AM policy is to vote "for" proposals that require the establishment of
         audit committees.

Rationale: The audit committee should deal with accounting and risk management
related questions, verifies the independence of the auditor with due regard to
possible conflicts of interest. It also should determine the procedure of the
audit process.


II.      Capital Structure

A.       Authorization of Additional Shares (For U.S. Securities)

AM policy is to vote "for" proposals to increase the authorization of existing
classes of stock that do not exceed a 3:1 ratio of shares authorized to shares
outstanding for a large cap company, and do not exceed a 4:1 ratio of shares
authorized to shares outstanding for a small-midcap company (companies having a
market capitalization under one billion U.S. dollars.).

Rationale: While companies need an adequate number of shares in order to carry
on business, increases requested for general financial flexibility must be
limited to protect shareholders from their potential use as an anti-takeover
device. Requested increases for specifically designated, reasonable business
purposes (stock split, merger, etc.) will be considered in light of those
purposes and the number of shares required.

B.       Authorization of "Blank Check" Preferred Stock (For U.S. Securities)

AM policy is to vote:

1.   "Against" proposals to create blank check preferred stock or to increase
     the number of authorized shares of blank check preferred stock unless the
     company expressly states that the stock will not be used for anti-takeover
     purposes and will not be issued without shareholder approval.

2.   "For" proposals mandating shareholder approval of blank check stock
     placement.

Rationale: Shareholders should be permitted to monitor the issuance of classes
of preferred stock in which the board of directors is given unfettered
discretion to set voting, dividend, conversion and other rights for the shares
issued.

C.       Stock Splits/Reverse Stock Splits

AM policy is to vote "for" stock splits if a legitimate business purpose is set
forth and the split is in the shareholders' best interests. A vote is cast "for"
a reverse stock split only if the number of shares authorized is reduced in the
same proportion as the reverse split or if the effective increase in authorized
shares (relative to outstanding shares) complies with the proxy guidelines for
common stock increases (see, Section II.A, above.)

Rationale: Generally, stock splits do not detrimentally effect shareholders.
Reverse stock splits, however, may have the same result as an increase in
authorized shares and should be analyzed accordingly.

D.       Dual Class/Supervoting Stock

AM policy is to vote "against" proposals to create or authorize additional
shares of super-voting stock or stock with unequal voting rights.

Rationale: The "one share, one vote" principal ensures that no shareholder
maintains a voting interest exceeding their equity interest in the company.

E.       Large Block Issuance (For U.S. Securities)

AM policy is to address large block issuances of stock on a case-by-case basis,
incorporating the recommendation of an independent third party proxy research
firm (currently ISS) subject to review by the GPVSC as set forth in AM's Proxy
Policies and Procedures.

Additionally, AM supports proposals requiring shareholder approval of large
block issuances.

Rationale: Stock issuances must be reviewed in light of the business
circumstances leading to the request and the potential impact on shareholder
value.

F.       Recapitalization into a Single Class of Stock

AM policy is to vote "for" recapitalization plans to provide for a single class
of common stock, provided the terms are fair, with no class of stock being
unduly disadvantaged.

Rationale: Consolidation of multiple classes of stock is a business decision
that may be left to the board and/management if there is no adverse effect on
shareholders.

G.       Share Repurchases

AM policy is to vote "for" share repurchase plans provided all shareholders are
able to participate on equal terms.

Rationale: Buybacks are generally considered beneficial to shareholders because
they tend to increase returns to the remaining shareholders.

H.       Reductions in Par Value

AM policy is to vote "for" proposals to reduce par value, provided a legitimate
business purpose is stated (e.g., the reduction of corporate tax
responsibility.)

Rationale: Usually, adjustments to par value are a routine financial decision
with no substantial impact on shareholders.


III.     Corporate Governance Issues

A.       Confidential Voting

AM policy is to vote "for" proposals to provide for confidential voting and
independent tabulation of voting results and to vote "against" proposals to
repeal such provisions.

Rationale: Confidential voting protects the privacy rights of all shareholders.
This is particularly important for employee-shareholders or shareholders with
business or other affiliations with the company, who may be vulnerable to
coercion or retaliation when opposing management. Confidential voting does not
interfere with the ability of corporations to communicate with all shareholders,
nor does it prohibit shareholders from making their views known directly to
management.

B.       Cumulative Voting (For U.S. Securities)

AM policy is to vote "against" shareholder proposals requesting cumulative
voting and "for" management proposals to eliminate it. The protections afforded
shareholders by cumulative voting are not necessary when a company has a history
of good performance and does not have a concentrated ownership interest.
Accordingly, a vote is cast "against" cumulative voting and "for" proposals to
eliminate it if:

a)       The company has a five year return on investment greater than the
         relevant industry index,

b)       All directors and executive officers as a group beneficially own less
         than 10% of the outstanding stock, and

c)       No shareholder (or voting block) beneficially owns 15% or more of the
         company.

Thus, failure of any one of the three criteria results in a vote for cumulative
voting in accordance with the general policy.

Rationale: Cumulative voting is a tool that should be used to ensure that
holders of a significant number of shares may have board representation;
however, the presence of other safeguards may make their use unnecessary.

C.       Supermajority Voting Requirements

AM policy is to vote "against" management proposals to require a supermajority
vote to amend the charter or bylaws and to vote "for" shareholder proposals to
modify or rescind existing supermajority requirements.

*Exception made when company holds a controlling position and seeks to lower
threshold to maintain control and/or make changes to corporate by-laws.

Rationale: Supermajority voting provisions violate the democratic principle that
a simple majority should carry the vote. Setting supermajority requirements may
make it difficult or impossible for shareholders to remove egregious by-law or
charter provisions. Occasionally, a company with a significant insider held
position might attempt to lower a supermajority threshold to make it easier for
management to approve provisions that may be detrimental to shareholders. In
that case, it may not be in the shareholders interests to lower the
supermajority provision.

D.       Shareholder Right to Vote

AM policy is to vote "against" proposals that restrict the right of shareholders
to call special meetings, amend the bylaws, or act by written consent. Policy is
to vote "for" proposals that remove such restrictions.

Rationale: Any reasonable means whereby shareholders can make their views known
to management or effect the governance process should be supported.


IV.      Compensation

Annual Incentive Plans or Bonus Plans are often submitted to shareholders for
approval. These plans typically award cash to executives based on company
performance. Deutsche Bank believes that the responsibility for executive
compensation decisions rest with the board of directors and/or the compensation
committee, and its policy is not to second-guess the board's award of cash
compensation amounts to executives unless a particular award or series of awards
is deemed excessive. If stock options are awarded as part of these bonus or
incentive plans, the provisions must meet Deutsche Bank's criteria regarding
stock option plans, or similar stock-based incentive compensation schemes, as
set forth below.

A.       Establishment of a Remuneration Committee (For FFT Securities)

AM policy is to vote "for" proposals that require the establishment of a
remuneration committee.

Rationale: Corporations should disclose in each annual report or proxy statement
their policies on remuneration. Essential details regarding executive
remuneration including share options, long-term incentive plans and bonuses,
should be disclosed in the annual report, so that investors can judge whether
corporate pay policies and practices meet the standard.

The remuneration committee shall not comprise any board members and should be
sensitive to the wider scene on executive pay. It should ensure that
performance-based elements of executive pay are designed to align the interests
of shareholders.

B.       Executive and Director Stock Option Plans

AM policy is to vote "for" stock option plans that meet the following criteria:

(1)      The resulting dilution of existing shares is less than (a) 15 percent
         of outstanding shares for large capital corporations or (b) 20 percent
         of outstanding shares for small-mid capital companies (companies having
         a market capitalization under one billion U.S. dollars.)

(2)      The transfer of equity resulting from granting options at less than FMV
         is no greater than 3% of the over-all market capitalization of large
         capital corporations, or 5% of market cap for small-mid capital
         companies.

(3)      The plan does not contain express repricing provisions and, in the
         absence of an express statement that options will not be repriced; the
         company does not have a history of repricing options.

(4)      The plan does not grant options on super-voting stock.

AM will support performance-based option proposals as long as a) they do not
mandate that all options granted by the company must be performance based, and
b) only certain high-level executives are subject to receive the performance
based options.

AM will support proposals to eliminate the payment of outside director pensions.

Rationale: Determining the cost to the company and to shareholders of
stock-based incentive plans raises significant issues not encountered with
cash-based compensation plans. These include the potential dilution of existing
shareholders' voting power, the transfer of equity out of the company resulting
from the grant and execution of options at less than FMV and the authority to
reprice or replace underwater options. Our stock option plan analysis model
seeks to allow reasonable levels of flexibility for a company yet still protect
shareholders from the negative impact of excessive stock compensation.
Acknowledging that small mid-capital corporations often rely more heavily on
stock option plans as their main source of executive compensation and may not be
able to compete with their large capital competitors with cash compensation, we
provide slightly more flexibility for those companies.

C.       Employee Stock Option/Purchase Plans

AM policy is to vote for employee stock purchase plans (ESPP's) when the plan
complies with Internal Revenue Code 423, allowing non-management employees to
purchase stock at 85% of FMV.

AM policy is to vote "for" employee stock option plans (ESOPs) provided they
meet the standards for stock option plans in general. However, when computing
dilution and transfer of equity, ESOPs are considered independently from
executive and director option plans.

Rationale: ESOPs and ESPP's encourage rank-and-file employees to acquire an
ownership stake in the companies they work for and have been shown to promote
employee loyalty and improve productivity.

D.       Golden Parachutes

AM policy is to vote "for" proposals to require shareholder approval of golden
parachutes and for proposals that would limit golden parachutes to no more than
three times base compensation. Policy is to vote "against" more restrictive
shareholder proposals to limit golden parachutes.

Rationale: In setting a reasonable limitation, AM considers that an effective
parachute should be less attractive than continued employment and that the IRS
has opined that amounts greater than three times annual salary, are excessive.

E.       Proposals to Limit Benefits or Executive Compensation

AM policy is to vote "against"

1.   Proposals to limit benefits, pensions or compensation and

2.   Proposals that request or require disclosure of executive compensation
     greater than the disclosure required by Securities and Exchange Commission
     (SEC) regulations.

Rationale: Levels of compensation and benefits are generally considered to be
day-to-day operations of the company, and are best left unrestricted by
arbitrary limitations proposed by shareholders.

F.       Option Expensing

AM policy is to support proposals requesting companies to expense stock options.

Rationale: Although companies can choose to expense options voluntarily, the
Financial Accounting Standards Board (FASB) does not yet require it, instead
allowing companies to disclose the theoretical value of options as a footnote.
Because the expensing of stock options lowers earnings, most companies elect not
to do so. Given the fact that options have become an integral component of
compensation and their exercise results in a transfer of shareholder value, AM
agrees that their value should not be ignored and treated as "no cost"
compensation. The expensing of stock options would promote more modest and
appropriate use of stock options in executive compensation plans and present a
more accurate picture of company operational earnings.

G.        Management board election and motion (For FFT Securities)

AM policy is to vote "against":

o        the election of board members with positions on either remuneration or
         audit committees;

o        the election of supervisory board members with too many supervisory
         board mandates;

o        "automatic" election of former board members into the supervisory
         board.

Rationale: Management as an entity, and each of its members, are responsible for
all actions of the company, and are - subject to applicable laws and regulations
- accountable to the shareholders as a whole for their actions.

Sufficient information should be disclosed in the annual company report and
account to allow shareholders to judge the success of the company.

H.       Remuneration (variable pay): (For FFT Securities)

Executive remuneration for Management Board

AM policy is to vote "for" remuneration for Management Board that is transparent
and linked to results.

Rationale: Executive compensation should motivate management and align the
interests of management with the shareholders. The focus should be on criteria
that prevent excessive remuneration; but enable the company to hire and retain
first-class professionals.

Shareholder interests are normally best served when management is remunerated to
optimise long-term returns. Criteria should include suitable measurements like
return on capital employed or economic value added.

Interests should generally also be correctly aligned when management own shares
in the company - even more so if these shares represent a substantial portion of
their own wealth.

Its disclosure shall differentiate between fixed pay, variable (performance
related) pay and long-term incentives, including stock option plans with
valuation ranges as well as pension and any other significant arrangements.

Executive remuneration for Supervisory Board

AM policy is to vote "for" remuneration for Supervisory Board that is at least
50% in fixed form.

Rationale: It would normally be preferable if performance linked compensation
were not based on dividend payments, but linked to suitable result based
parameters. Consulting and procurement services should also be published in the
company report.

I.       Long-term incentive plans (For FFT Securities)

AM policy is to vote "for" long-term incentive plans for members of a management
board that reward for above average company performance.

Rationale: Incentive plans will normally be supported if they:

o        directly align the interests of members of management boards with those
         of shareholders;

o        establish challenging performance criteria to reward only above average
         performance;

o        measure performance by total shareholder return in relation to the
         market or a range of comparable companies;

o        are long-term in nature and encourage long-term ownership of the shares
         once exercised through minimum holding periods;

o        do not allow a repricing of the exercise price in stock option plans.

J.       Shareholder Proposals Concerning "Pay for Superior Performance"

AM policy is to address pay for superior performance proposals on a case-by-case
basis, incorporating the recommendation of an independent third party proxy
research firm (currently ISS) subject to review by the GPVSC as set forth in
AM's Proxy Policies and Procedures.

Rationale: While AM agrees that compensation issues are better left to the
discretion of management, they appreciate the need to monitor for excessive
compensation practices on a case by case basis. If, after a review of the ISS
metrics, AM is comfortable with ISS's applying this calculation and will vote
according to their recommendation.

K.       Executive Compensation Advisory

AM policy is to follow management's recommended vote on shareholder proposals to
propose an advisory resolution seeking to ratify the compensation of the
company's named executive officers (NEOs) on an annual basis.

Rationale: AM believes that controls exist within senior management and
corporate compensation committees, ensuring fair compensation to executives.
This might allow shareholders to require approval for all levels of management's
compensation.

V.       Anti-Takeover Related Issues

A.       Shareholder Rights Plans ("Poison Pills")

AM policy is to vote "for" proposals to require shareholder ratification of
poison pills or that request boards to redeem poison pills, and to vote
"against" the adoption of poison pills if they are submitted for shareholder
ratification.

Rationale: Poison pills are the most prevalent form of corporate takeover
defenses and can be (and usually are) adopted without shareholder review or
consent. The potential cost of poison pills to shareholders during an attempted
takeover outweighs the benefits.

B.       Reincorporation

AM policy is to examine reincorporation proposals on a case-by-case basis. The
voting decision is based on: (1) differences in state law between the existing
state of incorporation and the proposed state of incorporation; and (2)
differences between the existing and the proposed charter/bylaws/articles of
incorporation and their effect on shareholder rights. If changes resulting from
the proposed reincorporation violate the corporate governance principles set
forth in these guidelines, the reincorporation will be deemed contrary to
shareholder's interests and a vote cast "against."

Rationale: Reincorporations can be properly analyzed only by looking at the
advantages and disadvantages to their shareholders. Care must be taken that
anti-takeover protection is not the sole or primary result of a proposed change.

C.       Fair-Price Proposals

AM policy is to vote "for" management fair-price proposals, provided that: (1)
the proposal applies only to two-tier offers; (2) the proposal sets an objective
fair-price test based on the highest price that the acquirer has paid for a
company's shares; (3) the supermajority requirement for bids that fail the
fair-price test is no higher than two-thirds of the outstanding shares; (4) the
proposal contains no other anti-takeover provisions or provisions that restrict
shareholders rights.

A vote is cast for shareholder proposals that would modify or repeal existing
fair-price requirements that do not meet these standards.

Rationale: While fair price provisions may be used as anti-takeover devices, if
adequate provisions are included, they provide some protection to shareholders
who have some say in their application and the ability to reject those
protections if desired.

D.       Exemption from state takeover laws

AM policy is to vote "for" shareholder proposals to opt out of state takeover
laws and to vote "against" management proposals requesting to opt out of state
takeover laws.

Rationale: Control share statutes, enacted at the state level, may harm
long-term share value by entrenching management. They also unfairly deny certain
shares their inherent voting rights.

E.       Non-financial Effects of Takeover Bids

Policy is to vote "against" shareholder proposals to require consideration of
non-financial effects of merger or acquisition proposals.

Rationale: Non-financial effects may often be subjective and are secondary to
AM's stated purpose of acting in its client's best economic interest.


VI.      Mergers & Acquisitions

Evaluation of mergers, acquisitions and other special corporate transactions
(i.e., takeovers, spin-offs, sales of assets, reorganizations, restructurings
and recapitalizations) are performed on a case-by-case basis incorporating
information from an independent proxy research source (currently ISS.)
Additional resources including portfolio management and research analysts may be
considered as set forth in AM's Policies and Procedures.


VII.     Social, Environmental & Political Issues

Social and environmental issues are becoming increasingly important to corporate
success. We incorporate social and environmental considerations into both our
investment decisions and our proxy voting decisions - particularly if the
financial performance of the company could be impacted.

With increasing frequency, shareholder proposals are submitted relating to
social and political responsibility issues. Almost universally, the company
management will recommend a vote "against" these proposals. These types of
proposals cover an extremely wide range of issues. Many of the issues tend to be
controversial and are subject to more than one reasonable, yet opposing, theory
of support. More so than with other types of proxy proposals, social and
political responsibility issues may not have a connection to the economic and
corporate governance principles effecting shareholders' interests. AM's policy
regarding social and political responsibility issues, as with any other issue,
is designed to protect our client shareholders' economic interests.

Occasionally, a distinction is made between a shareholder proposal requesting
direct action on behalf of the board and a request for a report on (or
disclosure of) some information. In order to avoid unduly burdening any company
with reporting requirements, AM's policy is to vote against shareholder
proposals that demand additional disclosure or reporting than is required by the
Securities and Exchange Commission unless it appears there is a legitimate issue
and the company has not adequately addressed shareholders' concerns.

A.       Labor & Human Rights

AM policy is to vote "against" adopting global codes of conduct or workplace
standards exceeding those mandated by law.

Rationale: Additional requirements beyond those mandated by law are deemed
unnecessary and potentially burdensome to companies

B.       Diversity & Equality

1.       AM policy is to vote "against" shareholder proposals to force equal
         employment opportunity, affirmative action or board diversity.

Rationale: Compliance with State and Federal legislation along with information
made available through filings with the EEOC provides sufficient assurance that
companies act responsibly and make information public.

2.       AM policy is also to vote "against" proposals to adopt the Mac Bride
         Principles. The Mac Bride Principles promote fair employment,
         specifically regarding religious discrimination.

Rationale: Compliance with the Fair Employment Act of 1989 makes adoption of the
Mac Bride Principles redundant. Their adoption could potentially lead to charges
of reverse discrimination.

C.       Health & Safety

1.       AM policy is to vote "against" adopting a pharmaceutical price
         restraint policy or reporting pricing policy changes.

Rationale: Pricing is an integral part of business for pharmaceutical companies
and should not be dictated by shareholders (particularly pursuant to an
arbitrary formula.) Disclosing pricing policies may also jeopardize a company's
competitive position in the marketplace.

2.       AM policy is to vote "against" shareholder proposals to control the use
         or labeling of and reporting on genetically engineered products.

Rationale: Additional requirements beyond those mandated by law are deemed
unnecessary and potentially burdensome to companies.

D.       Government/Military

1.       AM policy is to vote against shareholder proposals regarding the
         production or sale of military arms or nuclear or space-based weapons,
         including proposals seeking to dictate a company's interaction with a
         particular foreign country or agency.

Rationale: Generally, management is in a better position to determine what
products or industries a company can and should participate in. Regulation of
the production or distribution of military supplies is, or should be, a matter
of government policy.

2.       AM policy is to vote "against" shareholder proposals regarding
         political contributions and donations.

Rationale: The Board of Directors and Management, not shareholders, should
evaluate and determine the recipients of any contributions made by the company.

3.       AM policy is to vote "against" shareholder proposals regarding
         charitable contributions and donations.

Rationale: The Board of Directors and Management, not shareholders, should
evaluate and determine the recipients of any contributions made by the company.

E.       Tobacco

1.       AM policy is to vote "against" shareholder proposals requesting
         additional standards or reporting requirements for tobacco companies as
         well as "against" requesting companies to report on the intentional
         manipulation of nicotine content.

Rationale: Where a tobacco company's actions meet the requirements of legal and
industry standards, imposing additional burdens may detrimentally effect a
company's ability to compete. The disclosure of nicotine content information
could affect the company's rights in any pending or future litigation.

2.       Shareholder requests to spin-off or restructure tobacco businesses will
         be opposed.

Rationale: These decisions are more appropriately left to the Board and
management, and not to shareholder mandate.


VIII.    Environmental Issues

AM policy is to follow management's recommended vote on CERES Principles or
other similar environmental mandates (e.g., those relating to Greenhouse gas
emissions or the use of nuclear power).

Rationale: Environmental issues are extensively regulated by outside agencies
and compliance with additional requirements often involves significant cost to
companies.


IX.      Miscellaneous Items

A.       Ratification of Auditors

AM policy is to vote "for" a) the management recommended selection of auditors
and b) proposals to require shareholder approval of auditors.

Rationale: Absent evidence that auditors have not performed their duties
adequately, support for management's nomination is warranted.

B.       Limitation of non-audit services provided by independent auditor

AM policy is to support proposals limiting non-audit fees to 50% of the
aggregate annual fees earned by the firm retained as a company's independent
auditor.

Rationale: In the wake of financial reporting problems and alleged audit
failures at a number of companies, AM supports the general principle that
companies should retain separate firms for audit and consulting services to
avoid potential conflicts of interest. However, given the protections afforded
by the recently enacted Sarbanes-Oxley Act of 2002 (which requires Audit
Committee pre-approval for non-audit services and prohibits auditors from
providing specific types of services), and the fact that some non-audit services
are legitimate audit-related services, complete separation of audit and
consulting fees may not be warranted. A reasonable limitation is appropriate to
help ensure auditor independence and it is reasonable to expect that audit fees
exceed non-audit fees.

C.       Audit firm rotation

AM policy is to support proposals seeking audit firm rotation unless the
rotation period sought is less than five years.

Rationale: While the Sarbanes-Oxley Act mandates that the lead audit partner be
switched every five years, AM believes that rotation of the actual audit firm
would provide an even stronger system of checks and balances on the audit
function.

D.       Transaction of Other Business

AM policy is to vote against "transaction of other business" proposals.

Rationale: This is a routine item to allow shareholders to raise other issues
and discuss them at the meeting. As the nature of these issues may not be
disclosed prior to the meeting, we recommend a vote against these proposals.
This protects shareholders voting by proxy (and not physically present at a
meeting) from having action taken at the meeting that they did not receive
proper notification of or sufficient opportunity to consider.

E.       Motions to Adjourn the Meeting

AM Policy is to vote against proposals to adjourn the meeting.

Rationale: Management may seek authority to adjourn the meeting if a favorable
outcome is not secured. Shareholders should already have had enough information
to make a decision. Once votes have been cast, there is no justification for
management to continue spending time and money to press shareholders for
support.

F.       Bundled Proposals

AM policy is to vote against bundled proposals if any bundled issue would
require a vote against it if proposed individually.

Rationale: Shareholders should not be forced to "take the good with the bad" in
cases where the proposals could reasonably have been submitted separately.

G.       Change of Company Name

AM policy is to support management on proposals to change the company name.

Rationale: This is generally considered a business decision for a company.

H.       Proposals Related to the Annual Meeting

AM Policy is to vote in favor of management for proposals related to the conduct
of the annual meeting (meeting time, place, etc.)

Rationale: These are considered routine administrative proposals.

I.       Reimbursement of Expenses Incurred from Candidate Nomination

AM policy is to follow management's recommended vote on shareholder proposals
related to the amending of company bylaws to provide for the reimbursement of
reasonable expenses incurred in connection with nominating one or more
candidates in a contested election of directors to the corporation's board of
directors.

Rationale: Corporations should not be liable for costs associated with
shareholder proposals for directors.

J.       Investment Company Proxies

Proxies solicited by investment companies are voted in accordance with the
recommendations of an independent third party, currently ISS. However, regarding
investment companies for which AM or an affiliate serves as investment adviser
or principal underwriter, such proxies are voted in the same proportion as the
vote of all other shareholders. Proxies solicited by master funds from feeder
funds will be voted in accordance with applicable provisions of Section 12 of
the Investment Company Act of 1940.

Investment companies, particularly closed-end investment companies, are
different from traditional operating companies. These differences may call for
differences in voting positions on the same matter. For example, AM could vote
"for" staggered boards of closed-end investment companies, although AM generally
votes "against" staggered boards for operating companies. Further, the manner in
which AM votes investment company proxies may differ from proposals for which a
AM-advised investment company solicits proxies from its shareholders. As
reflected in the Guidelines, proxies solicited by closed-end (and open-end)
investment companies are voted in accordance with the pre-determined guidelines
of an independent third-party.

Subject to participation agreements with certain Exchange Traded Funds ("ETF")
issuers that have received exemptive orders from the U.S. Securities and
Exchange Commission allowing investing DWS funds to exceed the limits set forth
in Section 12(d)(1)(A) and (B) of the Investment Company Act of 1940, DeAM will
echo vote proxies for ETFs in which Deutsche Bank holds more than 25% of
outstanding voting shares globally when required to do so by participation
agreements and SEC orders.

Note: With respect to the QP Trust (not registered under the Investment Company
Act of 1940), the Fund is not required to engage in echo voting and the
investment adviser will use these Guidelines, and may determine, with respect to
the QP Trust, to vote contrary to the positions in the Guidelines, consistent
with the Fund's best interest.


K.       International Proxy Voting

The above guidelines pertain to issuers organized in the United States, Canada
and Germany. Proxies solicited by other issuers are voted in accordance with
international guidelines or the recommendation of ISS and in accordance with
applicable law and regulation.


                      APPENDIX B -- RATINGS OF INVESTMENTS

                            COMMERCIAL PAPER RATINGS

A-1, A-2, Prime-1, Prime-2 and F1, F2

The ratings A-1 and A-2 are the two highest commercial paper ratings assigned by
Standard & Poor's. A short-term obligation rated 'A-1' is rated in the highest
category by Standard & Poor's. The obligor's 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 short-term obligation rated 'A-2' is 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.

The ratings Prime-1 and Prime-2 are the two highest commercial paper ratings
assigned by Moody's Investors Service, Inc. Among the factors considered by them
in assigning ratings are the following: (1) evaluation of the management of the
issuer; (2) economic evaluation of the issuer's industry or industries and an
appraisal of speculative-type risks which may be inherent in certain areas; (3)
evaluation of the issuer's products in relation to competition and customer
acceptance; (4) liquidity; (5) amount and quality of long-term debt; (6) trend
of earnings over a period of ten years; (7) financial strength of a parent
company and the relationships which exist with the issuer; and (8) recognition
by the management of obligations which may be present or may arise as a result
of public interest questions and preparations to meet such obligations. Relative
strength or weakness of the above factors determines whether the issuer's
commercial paper is rated Prime-1 or Prime-2..

The ratings F1 and F2 are the two highest commercial paper ratings assigned by
Fitch Ratings. F1 reflects highest credit quality. F1 indicates the strongest
capacity for timely payment of financial commitments; and may have an added "+"
to denote any exceptionally strong credit feature. F2 reflects good credit
quality. F2 has a satisfactory capacity for timely payment of financial
commitments, but the margin of safety is not as great as in the case of higher
ratings.

MIG-1 and MIG-2 Municipal Notes

Moody's Investors Service, Inc.'s ratings for state and municipal notes and
other short-term loans will be designated Moody's Investment Grade (MIG). This
distinction is in recognition of the differences between short-term credit risk
and long-term risk. Factors affecting the liquidity of the borrower are
uppermost in importance in short-term borrowing, while various factors of the
first importance in bond risk are of lesser importance in the short run. Loans
designated MIG-1 are of 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. Loans designated
MIG-2 are of high quality, with margins of protection ample although not so
large as in the preceding group.

STANDARD & POOR'S BOND RATINGS

AAA. This is the highest rating assigned to a debt obligation and indicates an
extremely strong capacity to pay principal and interest.

AA. Bonds rated AA also qualify as high-quality debt obligations. Capacity to
pay principal and interest is very strong, and in the majority of instances they
differ from AAA issues only in small degree.

MOODY'S INVESTORS SERVICE, INC. BOND RATINGS

Aaa. Bonds which are 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.


<PAGE>







                               CASH ACCOUNT TRUST

                             Money Market Portfolio









                       STATEMENT OF ADDITIONAL INFORMATION

                      Capital Assets Funds Preferred Shares

                                 August 1, 2009

This Statement of Additional Information ("SAI") is not a prospectus and should
be read in conjunction with the prospectus for the Capital Assets Funds
Preferred Shares of the Portfolio (as defined herein) noted above, dated August
1, 2009, as amended from time to time, a copy of which may be obtained without
charge by calling (800) 231-8568 or through the DWS Investments Web site at
www.dws-investments.com or from the firm from which this SAI was obtained and
are available along with other materials on the Securities and Exchange
Commission's Internet Web site (http://www.sec.gov).

Portions of the Annual Report to Shareholders of the Portfolio for Capital
Assets Funds Preferred Shares, dated April 30, 2009, are incorporated by
reference into and are hereby deemed to be a part of this SAI. A copy of the
Annual Report may be obtained free of charge by calling (800) 231-8568. The
financial statements contained therein, together with accompanying notes, This
SAI is incorporated by reference into the prospectus.


                                TABLE OF CONTENTS


                                                                            Page
                                                                            ----

INVESTMENT RESTRICTIONS.......................................................1

INVESTMENT POLICIES AND TECHNIQUES............................................2
   Portfolio Holdings Information............................................12

MANAGEMENT OF THE PORTFOLIO..................................................13
   Investment Advisor........................................................13

PORTFOLIO SERVICE PROVIDERS..................................................17
   Distributor...............................................................17
   Sub-Distributor...........................................................19
   Custodian.................................................................19
   Transfer Agent............................................................19
   Legal Counsel.............................................................20
   Independent Registered Public Accounting Firm.............................20
   Fund Accounting Agent.....................................................20

PORTFOLIO TRANSACTIONS.......................................................20

PURCHASE AND REDEMPTION OF SHARES............................................23

DIVIDENDS....................................................................35

TAXES........................................................................36

NET ASSET VALUE..............................................................36

BOARD MEMBERS AND OFFICERS...................................................37

TRUST ORGANIZATION...........................................................55

PROXY VOTING GUIDELINES......................................................57

FINANCIAL STATEMENTS.........................................................58

ADDITIONAL INFORMATION.......................................................58

APPENDIX A -- PROXY VOTING GUIDELINES........................................60

APPENDIX B -- RATINGS OF INVESTMENTS.........................................85

This SAI contains information about the Capital Assets Funds Preferred Shares of
the Money Market Portfolio (the "Portfolio") offered by Cash Account Trust (the
"Trust").

                             INVESTMENT RESTRICTIONS

The Trust has adopted for the Portfolio certain investment restrictions which,
together with the investment objectives and policies of the Portfolio (except
for policies designated as non-fundamental), may not be changed for the
Portfolio without the approval of a majority of its outstanding voting
securities 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 of the Portfolio present at such
meeting, if holders of more than 50% of the outstanding voting securities of the
Portfolio are present or represented by proxy, or (2) more than 50% of the
outstanding voting securities of the Portfolio.

The Money Market Portfolio is a diversified series of Cash Account Trust, an
open-end management investment company. The Portfolio may not:

(1)      Purchase securities of any issuer (other than obligations of, or
         guaranteed by, the United States Government, its agencies or
         instrumentalities) if, as a result, more than 5% of the value of the
         Portfolio's assets would be invested in securities of that issuer.

(2)      Purchase more than 10% of any class of securities of any issuer. All
         debt securities and all preferred stocks are each considered as one
         class.

(3)      Make loans to others (except through the purchase of debt obligations
         or repurchase agreements in accordance with its investment objective
         and policies).

(4)      Borrow money except as a temporary measure for extraordinary or
         emergency purposes and then only in an amount up to one-third of the
         value of its total assets, in order to meet redemption requests without
         immediately selling any money market instruments (any such borrowings
         under this section will not be collateralized). If, for any reason, the
         current value of the Portfolio's total assets falls below an amount
         equal to three times the amount of its indebtedness from money
         borrowed, the Portfolio will, within three days (not including Sundays
         and holidays), reduce its indebtedness to the extent necessary. The
         Portfolio will not borrow for leverage purposes.

(5)      Make short sales of securities, or purchase any securities on margin
         except to obtain such short-term credits as may be necessary for the
         clearance of transactions.

(6)      Write, purchase or sell puts, calls or combinations thereof.

(7)      Purchase or retain the securities of any issuer if any of the officers
         or trustees of the Trust or its investment advisor owns beneficially
         more than 1/2 of 1% of the securities of such issuer and together own
         more than 5% of the securities of such issuer.

(8)      Invest for the purpose of exercising control or management of another
         issuer.

(9)      Invest in commodities or commodity futures contracts or in real estate
         (or real estate limited partnerships), although it may invest in
         securities which are secured by real estate and securities of issuers
         which invest or deal in real estate.

(10)     Invest in interests in oil, gas or other mineral exploration or
         development programs or leases, although it may invest in the
         securities of issuers which invest in or sponsor such programs.

(11)     Underwrite securities issued by others except to the extent the
         Portfolio may be deemed to be an underwriter, under the federal
         securities laws, in connection with the disposition of portfolio
         securities.

(12)     Issue senior securities as defined in the 1940 Act.

(13)     Concentrate 25% or more of the value of the Portfolio's assets in any
         one industry; provided, however, that (a) the Portfolio reserves
         freedom of action to invest up to 100% of its assets in obligations of,
         or guaranteed by, the United States Government, its agencies or
         instrumentalities in accordance with its investment objective and
         policies and (b) the Portfolio will invest at least 25% of its assets
         in obligations issued by banks in accordance with its investment
         objective and policies. However, the Portfolio may, in the discretion
         of its investment advisor, invest less than 25% of its assets in
         obligations issued by banks whenever the Portfolio assumes a temporary
         defensive posture.

With regard to restriction #13, for purposes of determining the concentration of
the Portfolio's total assets, financial institutions include companies within
the financial services industry. The Advisor deems the financial services
industry to include the group of industries within the financial services
sector. The Advisor may analyze the characteristics of a particular issuer and
security and assign an industry or sector classification consistent with those
characteristics in the event that the third party classification provider used
by the Advisor does not assign a classification. In addition, asset-backed
securities will be classified separately, based on standard classification used
by rating agencies. Currently, the following classifications are used:
securities arbitrage programs, multi-seller programs, single-seller programs,
loan backed programs, hybrid programs and special investment vehicles.

If a percentage restriction is adhered to at the time of investment, a later
increase or decrease in percentage beyond the specified limit resulting from a
change in values or net assets will not be considered a violation.

The Portfolio, as a non-fundamental policy that may be changed without
shareholder vote, may not:

(i) Invest more than 10% of total assets in non-affiliated registered investment
companies.

The Portfolio will not purchase illiquid securities, including time deposits and
repurchase agreements maturing in more than seven days if, as a result thereof,
more than 10% of the Portfolio's net assets valued at the time of the
transaction would be invested in such securities.

                       INVESTMENT POLICIES AND TECHNIQUES

The Portfolio described in this SAI seeks to provide maximum current income
consistent with stability of capital. The Portfolio is managed to maintain a net
asset value of $1.00 per share.

The Trust is a money market mutual fund designed to provide its shareholders
with professional management of short-term investment dollars. The Trust is
designed for investors who seek maximum current income consistent with stability
of capital. The Trust pools individual and institutional investors' money to buy
high quality money market instruments. The Trust is a series investment company
that is able to provide investors with a choice of separate investment
portfolios. It currently offers three investment portfolios: the Money Market
Portfolio, the Government & Agency Securities Portfolio and the Tax-Exempt
Portfolio. The Portfolio's investments are subject to price fluctuations
resulting from rising or declining interest rates and are subject to the ability
of the issuers of such investments to make payment at maturity. The Portfolio is
designed for investors who want to avoid the fluctuations of principal commonly
associated with equity or long-term bond investments. There can be no guarantee
that the Portfolio will achieve its investment objective or that it will
maintain a net asset value of $1.00 per share.

The Portfolio seeks maximum current income consistent with stability of capital.
The Portfolio pursues its investment objective by normally investing primarily
in the following types of US Dollar-denominated money market instruments that
mature in 12 months or less at time of purchase:

1.       Obligations of, or guaranteed by, the US or Canadian governments, their
         agencies or instrumentalities.

2.       Bank certificates of deposit, time deposits or bankers' acceptances of
         US banks (including their foreign branches) and Canadian chartered
         banks having total assets in excess of $1 billion.

3.       Bank certificates of deposit, time deposits or bankers' acceptances of
         foreign banks (including their US and foreign branches) having total
         assets in excess of $10 billion.

4.       Commercial paper, notes, bonds, debentures, participation certificates
         or other debt obligations that (i) are rated high quality by Moody's
         Investors Service, Inc. ("Moody's"), Standard & Poor's Corporation
         ("S&P"), or Fitch Investor Services, Inc. ("Fitch"); or (ii) if
         unrated, are determined to be at least equal in quality to one or more
         of the above ratings in the discretion of Deutsche Investment
         Management Americas Inc. ("DIMA" or the "Advisor").

5.       Repurchase agreements of obligations that are suitable for investment
         under the categories are set forth above. Repurchase agreements are
         discussed below.

In addition, the Portfolio limits its investments to securities that meet the
quality and diversification requirements of Rule 2a-7 under the 1940 Act.

The Portfolio will normally invest at least 25% of its total assets in
obligations issued by banks; provided, however, the Portfolio may in the
discretion of the Portfolio's Advisor temporarily invest less than 25% of its
assets in such obligations whenever the Portfolio assumes a defensive posture.
Investments by the Portfolio in Eurodollar certificates of deposit issued by
London branches of US banks, or obligations issued by foreign entities,
including US branches of foreign banks, involve risks that are different from
investments in securities of domestic branches of US banks. These risks may
include future unfavorable political and economic developments, possible
withholding taxes on interest payments, seizure of foreign deposits, currency
controls, interest limitations or other governmental restrictions that might
affect payment of principal or interest. The market for such obligations may be
less liquid and, at times, more volatile than for securities of domestic
branches of US banks. Additionally, there may be less public information
available about foreign banks and their branches. The profitability of the
banking industry is dependent largely upon the availability and cost of funds
for the purpose of financing lending operations under prevailing money market
conditions. General economic conditions as well as exposure to credit losses
arising from possible financial difficulties of borrowers play an important part
in banking operations. As a result of federal and state laws and regulations,
domestic banks are, among other things, required to maintain specified levels of
reserves, limited in the amounts they can loan to a single borrower and subject
to other regulations designed to promote financial soundness. However, not all
such laws and regulations apply to the foreign branches of domestic banks.
Foreign branches of foreign banks are not regulated by US banking authorities,
and generally are not bound by accounting, auditing and financial reporting
standards comparable to US banks. Bank obligations held by the Portfolio do not
benefit materially from insurance from the Federal Deposit Insurance
Corporation.

The Portfolio may invest in high quality participation certificates
("Certificates") representing undivided interests in trusts that hold a
portfolio of receivables from consumer and commercial credit transactions, such
as transactions involving consumer revolving credit card accounts or commercial
revolving credit loan facilities. The receivables would include amounts charged
for goods and services, finance charges, late charges and other related fees and
charges. Interest payable on the Certificates may be fixed or may be adjusted
periodically or "float" continuously according to a formula based upon an
objective standard such as the 30-day commercial paper rate. A trust may have
the benefit of a letter of credit from a bank at a level established to satisfy
rating agencies as to the credit quality of the assets supporting the payment of
principal and interest on the Certificates. Payments of principal and interest
on the Certificates would be dependent upon the underlying receivables in the
trust and may be guaranteed under a letter of credit to the extent of such
credit. The quality rating by a rating service of an issue of Certificates is
based primarily upon the value of the receivables held by the trust and the
credit rating of the issuer of any letter of credit and of any other guarantor
providing credit support to the trust. The Portfolio's investment manager
considers these factors as well as others, such as any quality ratings issued by
the rating services identified above, in reviewing the credit risk presented by
a certificate and in determining whether the certificate is appropriate for
investment by the Portfolio. Collection of receivables in the trust may be
affected by various social, legal and economic factors affecting the use of
credit and repayment patterns, such as changes in consumer protection laws, the
rate of inflation, unemployment levels and relative interest rates. It is
anticipated that for most publicly offered Certificates there will be a liquid
secondary market or there may be demand features enabling the Portfolio to
readily sell its Certificates prior to maturity to the issuer or a third party.
While the Portfolio may invest without limit in Certificates, it is currently
anticipated that such investments will not exceed 25% of the Portfolio's assets.

Investment Policies

Descriptions in this SAI of a particular investment practice or technique in
which the Portfolio may engage or a financial instrument which the Portfolio may
purchase are meant to describe the spectrum of investments that the Advisor, in
its discretion, might, but is not required to, use in managing the Portfolio's
assets. The Advisor may, in its discretion, at any time, employ such practice,
technique or instrument for the Portfolio but not for all funds advised by it.
Furthermore, it is possible that certain types of financial instruments or
investment techniques described herein may not be available, permissible,
economically feasible or effective for their intended purposes in all markets.
Certain practices, techniques, or instruments may not be principal activities of
the Portfolio, but, to the extent employed, could, from time to time, have a
material impact on the Portfolio's performance.

Bank and Savings and Loan Obligations. These obligations include negotiable
certificates of deposit, bankers' acceptances, deposit notes, fixed time
deposits or other short-term bank obligations. Certificates of deposit are
negotiable certificates evidencing the obligations of a bank to repay funds
deposited with it for a specified period of time. The Portfolio may invest in
certificates of deposit of large domestic banks and their foreign branches,
large US regulated subsidiaries of large foreign banks, and of smaller banks as
described below. Although the Portfolio recognizes that the size of a bank is
important, this fact alone is not necessarily indicative of its
creditworthiness. Investment in certificates of deposit issued by foreign
branches of domestic banks involves investment risks that are different in some
respects from those associated with investment in certificates of deposit issued
by domestic branches of domestic banks, including the possible imposition of
withholding taxes on interest income, the possible adoption of foreign
governmental restrictions which might adversely affect the payment of principal
and interest on such certificates of deposit, or other adverse political or
economic developments. In addition, it might be more difficult to obtain and
enforce a judgment against a foreign branch of a domestic bank.

The Portfolio may also invest in certificates of deposit issued by banks and
savings and loan institutions which had, at the time of their most recent annual
financial statements, total assets of less than $1 billion, provided that (i)
the principal amounts of such certificates of deposit are insured by an agency
of the US Government, (ii) at no time will a Portfolio hold more than $100,000
principal amount of certificates of deposit of any one such bank, and (iii) at
the time of acquisition, no more than 10% of the Portfolio's assets (taken at
current value) are invested in certificates of deposit of such banks having
total assets not in excess of $1 billion.

Banker's acceptances are credit instruments evidencing the obligations of a bank
to pay a draft drawn on it by a customer. These instruments reflect the
obligation both of the bank and of the drawer to pay the face amount of the
instrument upon maturity.

Time deposits are non-negotiable deposits maintained in a banking institution
for a specified period of time at a stated interest rate. Time deposits which
may be held by the Portfolio will not benefit from insurance from the Bank
Insurance Fund or the Savings Association Insurance Portfolio administered by
the Federal Deposit Insurance Corporation. Fixed time deposits may be withdrawn
on demand by the investor, but may be subject to early withdrawal penalties that
vary with market conditions and the remaining maturity of the obligation. Fixed
time deposits subject to withdrawal penalties maturing in more than seven
calendar days are subject to the Portfolio's limitation on investments in
illiquid securities.

Certificates of Participation. The Portfolio may purchase high quality
Certificates of Participation in trusts that hold Municipal Securities. A
Certificate of Participation gives the Portfolio an undivided interest in the
Municipal Security in the proportion that the Portfolio's interest bears to the
total principal amount of the Municipal Security. These Certificates of
Participation may be variable rate or fixed rate. A Certificate of Participation
may be backed by an irrevocable letter of credit or guarantee of a financial
institution that satisfies rating agencies as to the credit quality of the
Municipal Security supporting the payment of principal and interest on the
Certificate of Participation. Payments of principal and interest would be
dependent upon the underlying Municipal Security and may be guaranteed under a
letter of credit to the extent of such credit. The quality rating by a rating
service of an issue of Certificates of Participation is based primarily upon the
rating of the Municipal Security held by the trust and the credit rating of the
issuer of any letter of credit and of any other guarantor providing credit
support to the issue. The Portfolio's Advisor considers these factors as well as
others, such as any quality ratings issued by the rating services identified
above, in reviewing the credit risk presented by a Certificate of Participation
and in determining whether the Certificate of Participation is appropriate for
investment by the Portfolio. It is anticipated by the Portfolio's Advisor that,
for most publicly offered Certificates of Participation, there will be a liquid
secondary market or there may be demand features enabling a fund to readily sell
its Certificates of Participation prior to maturity to the issuer or a third
party. As to those instruments with demand features, the Portfolio intends to
exercise its right to demand payment from the issuer of the demand feature only
upon a default under the terms of the Municipal Security, as needed to provide
liquidity to meet redemptions, or to maintain a high quality investment
portfolio.

Funding Agreements. Funding agreements are contracts issued by insurance
companies that provide investors the right to receive a variable rate of
interest and the full return of principal at maturity. Funding agreements also
include a put option that allows the Portfolio to terminate the agreement at a
specified time to the insurance company prior to maturity. Funding agreements
generally offer a higher yield than other variable securities with similar
credit ratings. The primary risk of a funding agreement is the credit quality of
the insurance company that issues it. Funding agreements are considered
"illiquid" securities and will count towards the Portfolio's limit on investing
in illiquid securities.

Illiquid Securities and Restricted Securities. The Portfolio may purchase
securities that are subject to legal or contractual restrictions on resale
("restricted securities"). Generally speaking, restricted securities may be sold
(i) only to qualified institutional buyers; (ii) in a privately negotiated
transaction to a limited number of purchasers; (iii) in limited quantities after
they have been held for a specified period of time and other conditions are met
pursuant to an exemption from registration; or (iv) in a public offering for
which a registration statement is in effect under the Securities Act of 1933, as
amended (the "1933 Act"). Issuers of restricted securities may not be subject to
the disclosure and other investor protection requirements that would be
applicable if their securities were publicly traded.

Restricted securities are often illiquid, but they may also be liquid. For
example, restricted securities that are eligible for resale under Rule 144A are
often deemed to be liquid.

The Portfolio's Board of Trustees has approved guidelines for use by the Advisor
in determining whether a security is liquid or illiquid. Among the factors the
Advisor may consider in reaching liquidity decisions relating to Rule 144A
securities are: (1) the frequency of trades and quotes for the security; (2) the
number of dealers wishing to purchase or sell the security and the number of
other potential purchasers; (3) dealer undertakings to make a market in the
security; and (4) the nature of the security and the nature of the market for
the security (i.e., the time needed to dispose of the security, the method of
soliciting offers, and the mechanics of the transfer issuers of restricted
securities may not be subject to the disclosure and other investor protection
requirements that would be applicable if their securities were publicly traded.
Where a registration statement is required for the resale of restricted
securities, the Portfolio may be required to bear all or part of the
registration expenses. The Portfolio may be deemed to be an "underwriter" for
purposes of the 1933 Act, when selling restricted securities to the public and,
in such event, the Portfolio may be liable to purchasers of such securities if
the registration statement prepared by the issuer is materially inaccurate or
misleading.

The Portfolio may also purchase securities that are not subject to legal or
contractual restrictions on resale, but that are deemed illiquid. Such
securities may be illiquid, for example, because there is a limited trading
market for them.

The Portfolio may be unable to sell a restricted or illiquid security. In
addition, it may be more difficult to determine a market value for restricted or
illiquid securities. Moreover, if adverse market conditions were to develop
during the period between the Portfolio's decision to sell a restricted or
illiquid security and the point at which the Portfolio is permitted or able to
sell such security, the Portfolio might obtain a price less favorable than the
price that prevailed when it decided to sell. This investment practice,
therefore, could have the effect of increasing the level of illiquidity of the
Portfolio.

Impact of Large Redemptions and Purchases of Portfolio Shares. From time to
time, shareholders of the Portfolio (which may include affiliated and/or
non-affiliated registered investment companies that invest in the Portfolio) may
make relatively large redemptions or purchases of Portfolio shares. These
transactions may cause the Portfolio 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 Portfolio's performance to the extent that the Portfolio 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 Portfolio's expense
ratio.

Industrial Development and Pollution Control Bonds. Industrial Development and
Pollution Control Bonds (which are types of private activity bonds), although
nominally issued by municipal authorities, are generally not secured by the
taxing power of the municipality but are secured by the revenues of the
authority derived from payments by the industrial user. Under federal income tax
legislation, certain types of Industrial Development Bonds and Pollution Control
Bonds may no longer be issued on a tax-exempt basis, although previously issued
bonds of these types and certain refundings of such bonds are not affected. For
the purposes of the Portfolio's investment limitation regarding concentration of
investments in any one industry, industrial development or other private
activity bonds ultimately payable by companies within the same industry will be
considered as if they were issued by issuers in the same industry.

Interfund Borrowing and Lending Program. The Trust, on behalf of the Portfolio,
has received exemptive relief from the SEC which permits a fund to participate
in an interfund borrowing and lending program among certain investment companies
advised by the Advisor. The interfund borrowing and lending program allows the
participating funds to borrow money from and loan money to each other for
temporary or emergency purposes. The program is subject to a number of
conditions designed to ensure fair and equitable treatment of all participating
funds, including the following: (1) no fund may borrow money through the program
unless it receives a more favorable interest rate than a rate approximating the
lowest interest rate at which bank loans would be available to any of the
participating funds under a loan agreement; and (2) no fund may lend money
through the program unless it receives a more favorable return than that
available from an investment in repurchase agreements and, to the extent
applicable, money market cash sweep arrangements. In addition, a fund may
participate in the program only if and to the extent that such participation is
consistent with the fund's investment objectives and policies (for instance,
money market funds would normally participate only as lenders and tax exempt
funds only as borrowers). Interfund loans and borrowings may extend overnight,
but could have a maximum duration of seven days. Loans may be called on one
day's notice. A fund may have to borrow from a bank at a higher interest rate if
an interfund loan is called or not renewed. Any delay in repayment to a lending
fund could result in a lost investment opportunity or additional costs. The
program is subject to the oversight and periodic review of the Boards of the
participating funds. To the extent the Portfolio is actually engaged in
borrowing through the interfund lending program, the Portfolio, may not borrow
except in accordance with its fundamental and nonfundamental policies.

Letters of Credit. Municipal obligations, including certificates of
participation, commercial paper and other short-term obligations, may be backed
by an irrevocable letter of credit of a bank which assumes the obligation for
payment of principal and interest in the event of default by the issuer. Only
banks which, in the opinion of the Advisor, are of investment quality comparable
to other permitted investments of the Portfolio may be used for letter of credit
backed investments.

Maintenance of $1.00 Net Asset Value, Credit Quality and Portfolio Maturity.
Pursuant to Rule 2a-7 of the 1940 Act, the Portfolio effects sales, redemptions
and repurchases at the net asset value per share, normally $1.00. In fulfillment
of its responsibilities under that rule, the Board of Trustees has approved
policies established by the Advisor reasonably calculated to prevent the
Portfolio's net asset value per share from deviating from $1.00 except under
unusual or extraordinary circumstances and the Board will periodically review
the Advisor's operations under such policies at regularly scheduled Board
meetings. Those policies include a weekly monitoring by the Advisor of
unrealized gains and losses in the Portfolio's investment portfolio, and when
necessary, in an effort to avoid deviation, taking corrective action, such as
adjusting the maturity of the investment portfolio, or, if possible, realizing
gains or losses to offset in part unrealized losses or gains. The result of
those policies may be that the yield on shares of the Portfolio will be lower
than would be the case if the policies were not in effect. Such policies also
provide for certain action to be taken with respect to portfolio securities
which experience a downgrade in rating or suffer a default.

Securities eligible for investment by the Portfolio are those securities which
are generally rated (or issued by an issuer with comparable securities rated) in
the highest short-term rating category by at least two rating services (or by
one rating service, if no other rating agency has issued a rating with respect
to that security); 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. The Portfolio will not invest more than 5% of its total assets in the
securities of a single issuer, other than the US Government. The Portfolio may,
however, invest more than 5% of its total assets in the first tier securities of
a single issuer for a period of up to three business days after purchase,
although the Portfolio may not make more than one such investment at any time
during such period. The Portfolio may not invest more than 5% of its total
assets in securities which were second tier securities when acquired by the
Portfolio. Further, the Portfolio may not invest more than the greater of (1) 1%
of its total assets, or (2) one million dollars, in the securities of a single
issuer which were second tier securities when acquired by the Portfolio. For a
description of these ratings, see "Appendix B--Ratings of Investments" in this
SAI.

The assets of the Portfolio consist entirely of cash items and investments
having an effective maturity date of 12 months or less from the date of purchase
(including investment in repurchase agreements, in which case maturity is
measured by the repurchase date, without respect to the maturity of the
underlying obligation). The term "Government Securities," as used herein, means
securities issued or guaranteed as to principal or interest by the US
Government, its agencies or instrumentalities. The Portfolio will be managed so
that the average maturity of all instruments (on a dollar-weighted basis) will
be 90 days or less. The average maturity of the Portfolio will vary according to
the management's appraisal of money market conditions. The Portfolio will invest
only in securities determined by the Advisor, pursuant to procedures adopted by
the Board, to be of high quality with minimal credit risks.

Municipal Securities. Certain Municipal Securities, such as industrial
development bonds, are issued by or on behalf of public authorities to obtain
funds for purposes including privately operated airports, housing, conventions,
trade shows, ports, sports, parking or pollution control facilities or for
facilities for water, gas, electricity or sewage and solid waste disposal. Such
obligations, which may include lease arrangements, are included within the term
Municipal Securities if the interest paid thereon is exempt from federal income
tax. Other types of industrial development bonds, the proceeds of which are used
for the construction, equipment, repair or improvement of privately operated
industrial or commercial facilities, may constitute Municipal Securities,
although current federal tax laws place substantial limitations on the size of
such issues.

Municipal Securities which the Portfolio may purchase include, without
limitation, debt obligations issued to obtain funds for various public purposes,
including the construction of a wide range of public facilities such as
airports, bridges, highways, housing, hospitals, mass transportation, public
utilities, schools, streets, and water and sewer works. Other public purposes
for which Municipal Securities may be issued include refunding outstanding
obligations, obtaining funds for general operating expenses and obtaining funds
to loan to other public institutions and facilities.

Tax anticipation notes typically are sold to finance working capital needs of
municipalities in anticipation of receiving property taxes on a future date.
Bond anticipation notes are sold on an interim basis in anticipation of a
municipality issuing a longer-term bond in the future. Revenue anticipation
notes are issued in expectation of receipt of other types of revenue such as
those available under the Federal Revenue Sharing Program. Construction loan
notes are instruments insured by the Federal Housing Administration with
permanent financing by Fannie Mae or "Ginnie Mae" (the Government National
Mortgage Association) at the end of the project construction period.
Pre-refunded municipal bonds are bonds which are not yet refundable, but for
which securities have been placed in escrow to refund an original municipal bond
issue when it becomes refundable. Tax-free commercial paper is an unsecured
promissory obligation issued or guaranteed by a municipal issuer. The Portfolio
may purchase other Municipal Securities similar to the foregoing, which are or
may become available, including securities issued to pre-refund other
outstanding obligations of municipal issuers.

The Portfolio will invest in Municipal Securities that at the time of purchase:
(a) are rated within the two highest-ratings for Municipal Securities assigned
by Moody's (Aaa or Aa) or assigned by S&P (AAA or AA); (b) are guaranteed or
insured by the US Government as to the payment of principal and interest; (c)
are fully collateralized by an escrow of US Government securities acceptable to
the Portfolio's Advisor; (d) have at the time of purchase Moody's short-term
Municipal Securities rating of MIG-2 or higher or a municipal commercial paper
rating of P-2 or higher, or S&P's municipal commercial paper rating of A-2 or
higher; (e) are unrated, if longer term Municipal Securities of that issuer are
rated within the two highest rating categories by Moody's or S&P; or (f) are
determined to be at least equal in quality to one or more of the above ratings
in the discretion of the Portfolio's Advisor. See "Appendix B" for a more
detailed discussion of the Moody's and S&P ratings outlined above. In addition,
the Portfolio limits its investments to securities that meet the quality
requirements of Rule 2a-7 under the 1940 Act. See "Net Asset Value."

Dividends representing net tax-exempt interest income received by Tax-Exempt
Portfolio on Municipal Securities may be exempt from regular federal income tax
when distributed to the Portfolio's shareholders. Please refer to the section in
this SAI entitled "Taxes" for more information concerning the federal income tax
treatment of dividends representing net tax-exempt interest income received by
Tax-Exempt Portfolio on Municipal Securities. Such dividend income may be
subject to state and local taxes. The portfolio considers short-term Municipal
Securities to be those that have a remaining maturity of 12 months or less.
Examples of Municipal Securities that are issued with original maturities of one
year or less are short-term tax anticipation notes, bond anticipation notes,
revenue anticipation notes, construction loan notes, pre-refunded municipal
bonds, warrants and tax-free commercial paper.

Municipal Securities generally are classified as "general obligation" or
"revenue" issues. General obligation bonds are secured by the issuer's pledge of
its full credit and taxing power for the payment of principal and interest.
Revenue bonds are payable only from the revenues derived from a particular
facility or class of facilities or, in some cases, from the proceeds of a
special excise tax or other specific revenue source such as the user of the
facility being financed. Industrial development bonds held by the Portfolio is
in most cases revenue bonds and generally are not payable from the unrestricted
revenues of the issuer, and do not constitute the pledge of the credit of the
issuer of such bonds. Among other types of instruments, the Portfolio may
purchase tax-exempt commercial paper, warrants and short-term municipal notes
such as tax anticipation notes, bond anticipation notes, revenue anticipation
notes, construction loan notes and other forms of short-term loans. Such notes
are issued with a short-term maturity in anticipation of the receipt of tax
payments, the proceeds of bond placements or other revenues. The Portfolio may
invest in short-term "private activity" bonds.

The federal bankruptcy statutes relating to the adjustments of debts of
political subdivisions and authorities of states of the United States provide
that, in certain circumstances, such subdivisions or authorities may be
authorized to initiate bankruptcy proceedings without prior notice to or consent
of creditors, which proceedings could result in material adverse changes in the
rights of holders of obligations issued by such subdivisions or authorities.

Litigation challenging the validity under state constitutions of present systems
of financing public education has been initiated or adjudicated in a number of
states and legislation has been introduced to effect changes in public school
finances in some states. In other instances, there has been litigation
challenging the issuance of pollution control revenue bonds or the validity of
their issuance under state or federal law that ultimately could affect the
validity of those Municipal Securities or the federal income tax-free nature of
the interest thereon.

Repurchase Agreements. The Portfolio may invest in repurchase agreements, which
are instruments under which the Portfolio acquires ownership of a security from
a broker-dealer or bank that agrees to repurchase the security at a mutually
agreed upon time and price (which price is higher than the purchase price),
thereby determining the yield during the Portfolio's holding period. Maturity of
the securities subject to repurchase may exceed one year. In the event of a
bankruptcy or other default of a seller of a repurchase agreement, the Portfolio
might have expenses in enforcing its rights, and could experience losses,
including a decline in the value of the underlying securities and loss of
income.

The Portfolio may enter into repurchase agreements with any member bank of the
Federal Reserve System or any domestic broker/dealer which is recognized as a
reporting government securities dealer if the creditworthiness of the bank or
broker/dealer has been determined by the Advisor to be at least as high as that
of other obligations a fund may purchase or to be at least equal to that of
issuers of commercial paper rated within the two highest grades assigned by
Moody's, S&P or Fitch.

A repurchase agreement provides a means for the Portfolio to earn taxable income
on funds for periods as short as overnight. It is an arrangement under which the
purchaser (i.e., the Portfolio) acquires a security ("Obligation") and the
seller agrees, at the time of sale, to repurchase the Obligation at a specified
time and price. Securities subject to a repurchase agreement are held in a
segregated account and the value of such securities kept at least equal to the
repurchase price on a daily basis. The repurchase price may be higher than the
purchase price, the difference being income to the Portfolio, or the purchase
and repurchase prices may be the same, with interest at a stated rate due to the
Portfolio together with the repurchase price on the date of repurchase. In
either case, the income to the Portfolio (which is taxable for federal income
tax purposes) is unrelated to the interest rate on the Obligation itself.
Obligations will be held by the custodian or in the Federal Reserve Book Entry
system.

It is not clear whether a court would consider the Obligation purchased by the
Portfolio subject to a repurchase agreement as being owned by the Portfolio or
as being collateral for a loan by the Portfolio to the seller. In the event of
the commencement of bankruptcy or insolvency proceedings with respect to the
seller of the Obligation before repurchase of the Obligation under a repurchase
agreement, the Portfolio may encounter delay and incur costs before being able
to sell the security. Delays may involve loss of interest or decline in price of
the Obligation. If the court characterized the transaction as a loan and the
Portfolio has not perfected an interest in the Obligation, the Portfolio may be
required to return the Obligation to the seller's estate and be treated as an
unsecured creditor of the seller. As an unsecured creditor, the Portfolio is at
risk of losing some or all of the principal and income involved in the
transaction. As with any unsecured debt obligation purchased for the Portfolio,
the Advisor seeks to minimize the risk of loss through repurchase agreements by
analyzing the creditworthiness of the obligor, in this case the seller of the
Obligation. Apart from the risk of bankruptcy or insolvency proceedings, there
is also the risk that the seller may fail to repurchase the Obligation, in which
case the Portfolio may incur a loss if the proceeds to the Portfolio of the sale
to a third party are less than the repurchase price. However, if the market
value of the Obligation subject to the repurchase agreement becomes less than
the repurchase price (including interest), the Portfolio will direct the seller
of the Obligation to deliver additional securities so that the market value of
all securities subject to the repurchase agreement will equal or exceed the
repurchase price. It is possible that the Portfolio will be unsuccessful in
seeking to enforce the seller's contractual obligation to deliver additional
securities.

Commercial Paper. Subject to its investment objectives and policies, the
Portfolio may invest in commercial paper issued by major corporations under the
1933 Act in reliance on the exemption from registration afforded by Section
3(a)(3) thereof. Such commercial paper may be issued only to finance current
transactions and must mature in nine months or less. Trading of such commercial
paper is conducted primarily by institutional investors through investment
dealers, and individual investor participation in the commercial paper market is
very limited. The Portfolio also may invest in commercial paper issued in
reliance on the so-called "private placement" exemption from registration
afforded by Section 4(2) of the 1933 Act ("Section 4(2) paper"). Section 4(2)
paper is restricted as to disposition under the federal securities laws, and
generally is sold to institutional investors such as the Portfolio who agree
that they are purchasing the paper for investment and not with a view to public
distribution. Any resale by the purchaser must be in an exempt transaction.
Section 4(2) paper normally is resold to other institutional investors like the
Portfolio through or with the assistance of the issuer or investment dealers who
make a market in the Section 4(2) paper, thus providing liquidity. The Advisor
considers the legally restricted but readily saleable Section 4(2) paper to be
liquid; however, pursuant to procedures approved by the Portfolio's Board, if a
particular investment in Section 4(2) paper is not determined to be liquid, that
investment will be included within the limitation of the Portfolio on illiquid
securities. The Advisor monitors the liquidity of its investments in Section
4(2) paper on a continuing basis.

Securities Backed by Guarantees. The Portfolio may invest in securities backed
by guarantees from banks, insurance companies and other financial institutions.
A money market fund's ability to maintain a stable share price may depend upon
such guarantees, which are not supported by federal deposit insurance.
Consequently, changes in the credit quality of these institutions could have an
adverse impact on securities they have guaranteed or backed, which could cause
losses to the Portfolio and affect its share price.

Stand-by Commitments. A Stand-by commitment is a right acquired by the
Portfolio, when it purchases a municipal obligation from a broker, dealer or
other financial institution ("seller"), to sell up to the same principal amount
of such securities back to the seller, at the Portfolio's option, at a specified
price. Stand-by commitments are also known as "puts." The exercise by the
Portfolio of a stand-by commitment is subject to the ability of the other party
to fulfill its contractual commitment.

Stand-by commitments acquired by the Portfolio may have the following features:
(1) they will be in writing and will be physically held by the Portfolio's
custodian; (2) the Portfolio's right to exercise them will be unconditional and
unqualified; (3) they will be entered into only with sellers which in the
Advisor's opinion present a minimal risk of default; (4) although Stand-by
commitments will not be transferable, municipal obligations purchased subject to
such commitments may be sold to a third party at any time, even though the
commitment is outstanding; and (5) their exercise price will be (i) the
Portfolio's acquisition cost (excluding any accrued interest which the Portfolio
paid on their acquisition), less any amortized market premium or plus any
amortized original issue discount during the period the Portfolio owned the
securities, plus (ii) all interest accrued on the securities since the last
interest payment date.

The Portfolio expects that Stand-by commitments generally will be available
without the payment of any direct or indirect consideration. However, if
necessary or advisable, the Portfolio will pay for Stand-by commitments, either
separately in cash or by paying a higher price for Portfolio securities which
are acquired subject to the commitments.

It is difficult to evaluate the likelihood of use or the potential benefit of a
Stand-by commitment. Therefore, it is expected that the Advisor will determine
that Stand-by commitments ordinarily have a "fair value" of zero, regardless of
whether any direct or indirect consideration was paid. However, if the market
price of the security subject to the Stand-by commitment is less than the
exercise price of the Stand-by commitment, such security will ordinarily be
valued at such exercise price. Where the Portfolio has paid for a Stand-by
commitment, its cost will be reflected as unrealized depreciation for the period
during which the commitment is held.

The IRS has issued a favorable revenue ruling to the effect that, under
specified circumstances, a registered investment company will be the owner of
tax-exempt municipal obligations acquired subject to a put option. The IRS has
also issued private letter rulings to certain taxpayers (which do not serve as
precedent for other taxpayers) to the effect that tax-exempt interest received
by a regulated investment company with respect to such obligations will be
tax-exempt in the hands of the company and may be distributed to its
shareholders as exempt-interest dividends. The IRS has subsequently announced
that it will not ordinarily issue advance ruling letters as to the identity of
the true owner of property in cases involving the sale of securities or
participation interests therein if the purchaser has the right to cause the
security, or the participation interest therein, to be purchased by either the
seller or a third party. The Portfolio intends to take the position that it owns
any municipal obligations acquired subject to a Stand-by commitment and that
tax-exempt interest earned with respect to such municipal obligations will be
tax-exempt in its hands. There is no assurance that the IRS will agree with such
position in any particular case.

Third Party Puts. The Portfolio may purchase long-term fixed rate bonds that
have been coupled with an option granted by a third party financial institution
allowing the Portfolio at specified intervals not exceeding 12 months to tender
(or "put") the bonds to the institution and receive the face value thereof (plus
accrued interest). These third party puts are available in several different
forms, may be represented by custodial receipts or trust certificates and may be
combined with other features such as interest rate swaps. The Portfolio receives
a short-term rate of interest (which is periodically reset), and the interest
rate differential between that rate and the fixed rate on the bond is retained
by the financial institution. The financial institution granting the option does
not provide credit enhancement, and in the event that there is a default in the
payment of principal or interest, or downgrading of a bond or a loss of the
bond's tax-exempt status, the put option will terminate automatically, the risk
to the Portfolio will be that of holding such a long-term bond and the weighted
average maturity of the Portfolio's investments and the Portfolio's liquidity
would be adversely affected.

These bonds coupled with puts may present the same tax issues as are associated
with Stand-by commitments. As with any Stand-by commitments acquired by the
Portfolio, the Portfolio intends to take the position for federal income tax
purposes that it is the owner of any municipal obligation acquired subject to a
third-party put, and that tax-exempt interest earned with respect to such
municipal obligations will be tax-exempt in its hands. There is no assurance
that the IRS will agree with such position in any particular case. Additionally,
the federal income tax treatment of certain other aspects of these investments,
including the treatment of tender fees and swap payments, in relation to various
regulated investment company tax provisions is unclear. However, the Advisor
seeks to manage the Portfolio in a manner designed to minimize any adverse
impact from these investments.

US Government Securities. There are two broad categories of US Government debt
instruments: (a) direct obligations of the US Treasury, and (b) securities
issued or guaranteed by US Government agencies.

Examples of direct obligations of the US Treasury are Treasury bills, notes,
bonds and other debt securities issued by the US Treasury. These instruments are
backed by the "full faith and credit" of the United States. They differ
primarily in interest rates, the length of maturities and the dates of issuance.
Treasury bills have original maturities of one year or less. Treasury notes have
original maturities of one to ten years and Treasury bonds generally have
original maturities of greater than ten years.

Some agency securities are backed by the full faith and credit of the United
States (such as Maritime Administration Title XI Ship Financing Bonds and Agency
for International Development Housing Guarantee Program Bonds) and others are
backed only by the rights of the issuer to borrow from the US Treasury (such as
Federal Home Loan Bank Bonds and Federal National Mortgage Association Bonds),
while still others, such as the securities of the Federal Farm Credit Bank, are
supported only by the credit of the issuer. With respect to securities supported
only by the credit of the issuing agency or by an additional line of credit with
the US Treasury, there is no guarantee that the US Government will provide
support to such agencies and such securities may involve risk of loss of
principal and interest.

US Government securities may include "zero coupon" securities that have been
stripped by the US Government of their unmatured interest coupons and
collateralized obligations issued or guaranteed by a US Government agency or
instrumentality.

Interest rates on US Government obligations may be fixed or variable. Interest
rates on variable rate obligations are adjusted at regular intervals, at least
annually, according to a formula reflecting then current specified standard
rates, such as 91-day US Treasury bill rates. These adjustments generally tend
to reduce fluctuations in the market value of the securities.

Normally, the value of investments in US Government Securities varies inversely
with changes in interest rates. For example, as interest rates rise the value of
investments in US Government Securities will tend to decline, and as interest
rates fall the value of the Portfolio's investments will tend to increase. In
addition, the potential for appreciation in the event of a decline in interest
rates may be limited or negated by increased principal prepayments with respect
to certain Mortgage-Backed Securities, such as GNMA Certificates. Prepayments of
high interest rate Mortgage-Backed Securities during times of declining interest
rates will tend to lower the return of the Portfolio and may even result in
losses to the Portfolio if some securities were acquired at a premium. Moreover,
during periods of rising interest rates, prepayments of Mortgage-Backed
Securities may decline, resulting in the extension of the Portfolio's average
maturity. As a result, the Portfolio's return may experience greater volatility
during periods of rising interest rates than under normal market conditions.

Variable Rate Securities. The Portfolio may invest in instruments having rates
of interest that are adjusted periodically or that "float" continuously
according to formulae intended to minimize fluctuation in values of the
instruments ("Variable Rate Securities"). The interest rate of Variable Rate
Securities ordinarily is determined by reference to or is a percentage of an
objective standard such as a bank's prime rate, the 90-day US Treasury bill
rate, or the rate of return on commercial paper or bank certificates of deposit.
Generally, the changes in the interest rate on Variable Rate Securities reduce
the fluctuation in the market value of such securities. Accordingly, as interest
rates decrease or increase, the potential for capital appreciation or
depreciation is less than for fixed-rate obligations. Some Variable Rate
Securities have a demand feature entitling the purchaser to resell the
securities at an amount approximately equal to amortized cost or the principal
amount thereof plus accrued interest ("Variable Rate Demand Securities"). As is
the case for other Variable Rate Securities, the interest rate on Variable Rate
Demand Securities varies according to some objective standard intended to
minimize fluctuation in the values of the instruments. The Portfolio determines
the maturity of Variable Rate Securities in accordance with Rule 2a-7, which
allows the Portfolio to consider certain of such instruments as having
maturities shorter than the maturity date on the face of the instrument.

Investment Company Securities. The Portfolio may acquire securities of other
investment companies to the extent consistent with its investment objective and
investment policies and subject to the limitations of the 1940 Act. The
Portfolio will indirectly bear its proportionate share of any management fees
and other expenses paid by such other investment companies.

Portfolio Holdings Information

In addition to the public disclosure of portfolio holdings through required SEC
quarterly filings, the Portfolio may make its portfolio holdings information
publicly available on the DWS Funds' Web site as described in the Portfolio's
prospectus. The Portfolio does not disseminate non-public information about
portfolio holdings except in accordance with policies and procedures adopted by
the Portfolio.

The Portfolio'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 Portfolio 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 Portfolio's procedures. This non-public
information may also be disclosed, subject to the requirements described below,
to certain third parties, such as securities lending agents, financial printers,
proxy voting firms, mutual fund analysts and rating and tracking agencies, or to
shareholders in connection with in-kind redemptions (collectively, "Authorized
Third Parties").

Prior to any disclosure of the Portfolio's non-public portfolio holdings
information to Authorized Third Parties, a person authorized by the Portfolio's
Trustees must make a good faith determination in light of the facts then known
that the Portfolio has a legitimate business purpose for providing the
information, that the disclosure is in the best interest of the Portfolio, 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 Portfolio or
DeAM for disclosing non-public holdings information. Periodic reports regarding
these procedures will be provided to the Portfolio's Trustees.

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 Portfolio
and information derived therefrom, including, but not limited to, how the
Portfolio'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, alpha,
beta, tracking error, default rate, portfolio turnover, and risk and style
characteristics so long as the identity of the Portfolio'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
Portfolio's Trustees exercise control over such policies. In addition, separate
account clients of DeAM have access to their portfolio holdings and are not
subject to the Portfolio'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 Portfolio.

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 Portfolio. 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 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 Portfolio's policies and procedures with respect
to the disclosure of portfolio holdings information will protect the Portfolio
from the potential misuse of portfolio holdings information by those in
possession of that information.

                           MANAGEMENT OF THE PORTFOLIO

Investment Advisor

DIMA, which is part of DeAM, is the investment advisor for the Portfolio. Under
the supervision of the Board of Trustees of the Trust, 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 Trust's Board of Trustees. 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. DIMA
is also responsible for selecting brokers and dealers and for negotiating
brokerage commissions and dealer charges.

DeAM 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. DeAM is a global asset management organization that offers a wide range
of investing expertise and resources, including hundreds of portfolio managers
and analysts and an office network that reaches the world's major investment
centers. This well-resourced global investment platform brings together a wide
variety of experience and investment insight, across industries, regions, asset
classes and investing styles. DIMA is an indirect, wholly owned subsidiary of
Deutsche Bank AG. Deutsche Bank AG is a major global banking institution that is
engaged in a wide range of financial services, including investment management,
mutual fund, retail, private and commercial banking, investment banking and
insurance. DWS Investments is part of Deutsche Bank's Asset Management division
and, within the US, represents the retail asset management activities of
Deutsche Bank AG, Deutsche Bank Trust Company Americas, Deutsche Investment
Management Americas Inc. and DWS Trust Company.

Investment Management Agreement. Pursuant to an investment management agreement
(the "Agreement") with the Trust, on behalf of the Portfolio, the Advisor acts
as the Portfolio's 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 Portfolio if elected to such
positions. To the extent permissible by law, the Advisor may appoint certain of
its affiliates as sub-advisors to perform certain of the Advisor's duties.

Today, the Advisor 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 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 is likely to differ from these other mutual funds in size,
cash flow pattern and tax matters. Accordingly, the holdings and performance of
the Portfolio can be expected to vary from those of these other mutual funds.

Certain investments may be appropriate for the Portfolio and also for other
clients advised by the Advisor. Investment decisions for the Portfolio 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. Purchase and sale orders for the Portfolio may be
combined with those of other clients of the Advisor in the interest of achieving
the most favorable net results to the Portfolio.

The Agreement will continue in effect from year to year only if its continuance
is approved annually by the vote of a majority of those Trustees who are not
parties to such Agreement or interested persons of the Advisor or the Trust,
cast in person at a meeting called for the purpose of voting on such approval,
and either by a vote of the Trust's Trustees or of a majority of the outstanding
voting securities of the Portfolio.

The Agreement may be terminated at any time without payment of penalty by either
party on sixty days' written notice and automatically terminates in the event of
their assignment.

Under the Agreement, the Advisor regularly provides the Portfolio with
continuing investment management consistent with the Portfolio's investment
objective, policies and restrictions and determines what securities shall be
purchased, held or sold and what portion of the Portfolio's assets shall be held
uninvested, subject to the Trust's Declaration of Trust, By-Laws, the 1940 Act,
the Internal Revenue Code of 1986, as amended (the "Code") and to the
Portfolio's investment objective, policies and restrictions, and subject,
further, to such policies and instructions as the Board of Trustees of the Trust
may from time to time establish. The Advisor also advises and assists the
officers of the Trust in taking such steps as are necessary or appropriate to
carry out the decisions of its Trustees and the appropriate committees of the
Trustees regarding the conduct of the business of the Portfolio.

Under the Portfolio's Agreement, the Advisor also renders administrative
services (not otherwise provided by third parties) necessary for the Portfolio's
operations as an open-end investment company including, but not limited to,
preparing reports and notices to the Trustees and shareholders; supervising,
negotiating contractual arrangements with, and monitoring various third-party
service providers to the Trust (such as the Trust's transfer agent, pricing
agents, Custodian, accountants and others); preparing and making filings with
the SEC and other regulatory agencies; assisting in the preparation and filing
of the Trust's federal, state and local tax returns; preparing and filing the
Trust's federal excise tax returns; assisting with investor and public relations
matters; monitoring the valuation of securities and the calculation of net asset
value; monitoring the registration of shares of the Trust under applicable
federal and state securities laws; maintaining the Trust's books and records to
the extent not otherwise maintained by a third party; assisting in establishing
accounting policies of the Trust; assisting in the resolution of accounting and
legal issues; establishing and monitoring the Trust's operating budget;
processing the payment of the Trust's bills; assisting the Trust in, and
otherwise arranging for, the payment of distributions and dividends; and
otherwise assisting the Trust in the conduct of its business, subject to the
direction and control of the Trustees.

Under the Agreement, the Portfolio is responsible for all of its other expenses
including: organizational costs, fees and expenses incurred in connection with
membership in investment company organizations; brokers' commissions; legal,
auditing and accounting expenses; insurance; taxes and governmental fees; the
fees and expenses of the transfer agent; any other expenses of issue, sale,
underwriting, distribution, redemption or repurchase of shares; the expenses of
and the fees for registering or qualifying securities for sale; the fees and
expenses of Trustees, officers and employees of the Portfolio who are not
affiliated with the Advisor; the cost of printing and distributing reports and
notices to shareholders; and the fees and disbursements of custodians. The
Portfolio may arrange to have third parties assume all or part of the expenses
of sale, underwriting and distribution of shares of the Portfolio. The Portfolio
is also responsible for its expenses of shareholders' meetings, the cost of
responding to shareholders' inquiries, and its expenses incurred in connection
with litigation, proceedings and claims and the legal obligation it may have to
indemnify its officers and Trustees of the Portfolio with respect thereto.

The Management Agreement provides that the Advisor shall not be liable for any
error of judgment or mistake of law or for any loss suffered by the Portfolio in
connection with matters to which the Agreement relates, except a loss resulting
from willful misfeasance, 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 Management Agreement.

The Portfolio, or the Advisor (including any affiliate of the Advisor), or both,
may pay unaffiliated third parties for providing recordkeeping and other
administrative services with respect to accounts of participants in retirement
plans or other beneficial owners of Portfolio shares whose interests are held in
an omnibus account.

In reviewing the terms of the Agreement and in discussions with the Advisor
concerning the Agreement, the Trustees of the Trust who are not "interested
persons" of the Advisor are represented by independent counsel at the
Portfolio's expense.

For the services and facilities furnished to the Portfolio, the Portfolio pays a
monthly investment management fee on a graduated basis at 1/12 of 0.22% of the
first $500 million of combined average daily net assets of the Trust, 0.20% of
the next $500 million, 0.175% of the next $1 billion, 0.16% of the next $1
billion and 0.15% of average daily net assets over $3 billion. The investment
management fee is computed based on the combined average daily net assets of the
Trust and allocated among the portfolios based upon the relative net assets of
each Portfolio. Pursuant to the Agreement, the Portfolio paid the Advisor fees
of $7,571,490, $7,185,497 and $7,459,820 for the fiscal years ended April 30,
2009, 2008 and 2007, respectively.

Through July 31, 2010, the Advisor has contractually agreed to waive all or a
portion of its management fee and reimburse or pay operating expenses of the
portfolio to the extent necessary to maintain the portfolio's Capital Assets
Funds Preferred Shares total annual operating expenses at a level no higher than
0.60% of average daily net assets, excluding certain expenses such as
extraordinary expenses, taxes, brokerage and interest.

From time to time, Deutsche Bank or an affiliate (collectively, "DB") may at its
sole discretion invest its own assets in shares of the Fund ("proprietary
investment") for such purposes it deems appropriate, including investments
designed to assist in the management of the Fund's portfolio. Any proprietary
investment may be hedged and, in that event, the return on the proprietary
investment, net of the effect of the hedge, would be expected to differ from the
return of the Fund. DB has no obligation to make any proprietary investments and
the amount of any proprietary investment that is made may or may not be
significant in comparison to the level of assets of the Fund. In the event that
a proprietary investment is made, except as otherwise required under the
Investment Company Act of 1940, DB would be permitted to redeem the investment
at such time that it deems appropriate.

The Advisor may enter into arrangements with affiliates and third-party service
providers to perform various administrative, back-office and other services
relating to client accounts. Such service providers may be located in the US or
in non-US jurisdictions.

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.

Code of Ethics

The Board of Trustees of the Trust has adopted a Code of Ethics pursuant to Rule
17j-1 under the 1940 Act. The Trust's Code of Ethics permits access persons of
the Portfolio (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 Portfolio, but
requires compliance with the Code's pre-clearance requirements, subject to
certain exceptions. In addition, the Trust's Code of Ethics provides for trading
"blackout periods" that prohibit trading of personnel within periods of trading
by the Portfolio in the same security. The Trust's 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 Portfolio's Distributor, DIDI)
have each adopted a Code of Ethics pursuant to 17j-1 under the 1940 Act (the
"Consolidated Code"). The Consolidated Code permits access persons to trade in
securities that may be purchased or held by the 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 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.

Regulatory Matters and Legal Proceedings

On December 21, 2006, Deutsche Asset Management ("DeAM") settled proceedings
with the Securities and Exchange Commission ("SEC") and the New York Attorney
General on behalf of Deutsche Asset Management, Inc. ("DAMI") and DIMA, the
investment advisors to many of the DWS Investments funds, regarding allegations
of improper trading of fund shares at DeAM and at the legacy Scudder and Kemper
organizations prior to their acquisition by DeAM in April 2002. These regulators
alleged that although the prospectuses for certain funds in the regulators' view
indicated that the funds did not permit market timing, DAMI and DIMA breached
their fiduciary duty to those funds in that their efforts to limit trading
activity in the funds were not effective at certain times. The regulators also
alleged that DAMI and DIMA breached their fiduciary duty to certain funds by
entering into certain market timing arrangements with investors. These trading
arrangements originated in businesses that existed prior to the currently
constituted DeAM organization, which came together as a result of various
mergers of the legacy Scudder, Kemper and Deutsche fund groups, and all of the
arrangements were terminated prior to the start of the regulatory investigations
that began in the summer of 2003. No current DeAM employee approved these
trading arrangements. Under the terms of the settlements, DAMI and DIMA neither
admitted nor denied any wrongdoing.

The terms of the SEC settlement, which identified improper trading in the legacy
Deutsche and Kemper mutual funds only, provide for payment of disgorgement in
the amount of $17.2 million. The terms of the settlement with the New York
Attorney General provide for payment of disgorgement in the amount of $102.3
million, which is inclusive of the amount payable under the SEC settlement, plus
a civil penalty in the amount of $20 million. The total amount payable by DeAM,
approximately $122.3 million, will be distributed to shareholders of the
affected funds in accordance with a distribution plan to be developed by a
distribution consultant. The funds' investment advisors do not believe these
amounts will have a material adverse financial impact on them or materially
affect their ability to perform under their investment management agreements
with the DWS funds. The above-described amounts are not material to Deutsche
Bank, and have already been reserved.

Among the terms of the settled orders, DeAM is subject to certain undertakings
regarding the conduct of its business in the future, including formation of a
Code of Ethics Oversight Committee to oversee all matters relating to issues
arising under the advisors' Code of Ethics; establishment of an Internal
Compliance Controls Committee having overall compliance oversight responsibility
of the advisors; engagement of an Independent Compliance Consultant to conduct a
comprehensive review of the advisors' supervisory compliance and other policies
and procedures designed to prevent and detect breaches of fiduciary duty,
breaches of the Code of Ethics and federal securities law violations by the
advisors and their employees; and commencing in 2008, the advisors shall undergo
a compliance review by an independent third party.

In addition, DeAM is subject to certain further undertakings relating to the
governance of the mutual funds, including that at least 75% of the members of
the Boards of Trustees overseeing the DWS Funds continue to be independent of
DeAM; the Chairmen of the DWS Funds' Boards of Trustees continue to be
independent of DeAM; DeAM maintain existing management fee reductions for
certain funds for a period of five years and not increase management fees for
these certain funds during this period; the funds retain a senior officer (or
independent consultants, as applicable) responsible for assisting in the review
of fee arrangements and monitoring compliance by the funds and the investment
advisors with securities laws, fiduciary duties, codes of ethics and other
compliance policies, the expense of which shall be borne by DeAM; and periodic
account statements, fund prospectuses and the mutual funds' web site contain
additional disclosure and/or tools that assist investors in understanding the
fees and costs associated with an investment in the funds and the impact of fees
and expenses on fund returns.

DeAM has also settled proceedings with the Illinois Secretary of State regarding
market timing matters. The terms of the Illinois settlement provide for investor
education contributions totaling approximately $4 million and a payment in the
amount of $2 million to the Securities Audit and Enforcement Fund.

On September 28, 2006, the SEC and the National Association of Securities
Dealers ("NASD") (now known as the Financial Industry Regulatory Authority, or
"FINRA") announced final agreements in which Deutsche Investment Management
Americas Inc. ("DIMA"), Deutsche Asset Management, Inc. ("DAMI") and DWS Scudder
Distributors, Inc. (now known as DWS Investments Distributors, Inc. ("DIDI")
settled administrative proceedings regarding disclosure of brokerage allocation
practices in connection with sales of the DWS Funds' (now known as the DWS
Investments Funds) shares during 2001-2003. The agreements with the SEC and NASD
are reflected in orders which state, among other things, that DIMA and DAMI
failed to disclose potential conflicts of interest to the funds' Boards and to
shareholders relating to DIDI's use of certain funds' brokerage commissions to
reduce revenue sharing costs to broker-dealer firms with whom it had
arrangements to market and distribute DWS Fund shares. These directed brokerage
practices were discontinued in October 2003.

Under the terms of the settlements, in which DIMA, DAMI and DIDI neither
admitted nor denied any of the regulators' findings, DIMA, DAMI and DIDI agreed
to pay disgorgement, prejudgment interest and civil penalties in the total
amount of $19.3 million. The portion of the settlements distributed to the funds
was approximately $17.8 million and was paid to the funds as prescribed by the
settlement orders based upon the amount of brokerage commissions from each fund
used to satisfy revenue sharing agreements with broker-dealers who sold fund
shares.

As part of the settlements, DIMA, DAMI and DIDI also agreed to implement certain
measures and undertakings relating to revenue sharing payments including making
additional disclosures in the funds' Prospectuses or Statements of Additional
Information, adopting or modifying relevant policies and procedures and
providing regular reporting to the fund Boards.

Additional information announced by DeAM regarding the terms of the settlements
is available at www.dws-investments.com/regulatory_settlements.

The matters alleged in the regulatory settlements described above also serve as
the general basis of a number of private class action lawsuits involving the DWS
funds. These lawsuits name as defendants various persons, including certain DWS
funds, the funds' investment advisors and their affiliates, and certain
individuals, including in some cases fund Trustees, 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.

                           PORTFOLIO SERVICE PROVIDERS

Distributor

Pursuant to an underwriting and distribution services agreement (the
"Distribution Agreement"), DIDI, 222 South Riverside Plaza, Chicago, Illinois
60606, an affiliate of the Advisor, serves as distributor and principal
underwriter for the Trust to provide information and services for existing and
potential shareholders. The Distribution Agreement provides that DIDI shall
appoint various firms to provide cash management services for their customers or
clients through the Trust.

The Distribution Agreement will continue in effect from year to year so long as
such continuance is approved at least annually by a vote of the Board of
Trustees of the Trust, including the Trustees who are not interested persons of
the Trust and who have no direct or indirect financial interest in the
agreement. The Distribution Agreement automatically terminates in the event of
its assignment and may be terminated at any time without penalty by the Trust or
by DIDI upon 60 days' written notice. Termination of the Distribution Agreement
by the Trust may be by vote of a majority of the Board of Trustees, or a
majority of the Trustees who are not interested persons of the Trust and who
have no direct or indirect financial interest in the agreement, or a "majority
of the outstanding voting securities" of the Trust as defined under the 1940
Act.

As principal underwriter for the Trust, DIDI acts as agent of the Trust in the
continuous sale of its shares of the Portfolio. DIDI pays all its expenses under
the Distribution Agreement. The Trust pays the cost for the prospectus and
shareholder reports to be set in type and printed for existing shareholders, and
DIDI pays for the printing and distribution of copies thereof used in connection
with the offering of shares to prospective investors. DIDI also pays for
supplementary sales literature and advertising costs. DIDI receives a
distribution fee under the Rule 12b-1 plan for the Capital Assets Funds
Preferred Shares (see "Rule 12b-1 Plan" below).

Administrative services are provided to Capital Assets Preferred Shares of the
Portfolio under a shareholder services agreement (the "Services Agreement") with
DIDI. DIDI bears all its expenses of providing services pursuant to the Services
Agreement between DIDI and Capital Assets Preferred Shares of the Portfolio,
including the payment of service fees. Pursuant to the Service Agreement,
Capital Assets Preferred Shares of the Portfolio currently pay DIDI an
administrative services fee, payable monthly, at an annual rate of up to 0.10%
of average daily net assets attributable to those shares of the Portfolio.

DIDI has entered into related administration services and selling group
agreements ("services agreements") with various firms to provide distribution,
cash management and other services for shareholders of the Capital Assets Funds
Preferred Shares of the Portfolio. The firms are to provide such office space
and equipment, telephone facilities, personnel and literature distribution as is
necessary or appropriate for providing information and services to the firms'
clients. Such services and assistance may include, but may not be limited to,
establishing and maintaining shareholder accounts and records, processing
purchase and redemption transactions, providing automatic investment in
Portfolio shares of client account balances, answering routine inquiries
regarding the Portfolio, assisting clients in changing account options,
designations and addresses, and such other services as may be agreed upon from
time to time and as may be permitted by applicable statute, rule or regulation.
DIDI also may provide some of the above services for the Portfolio. DIDI
normally pays such firms a distribution fee at a maximum annual rate of 0.20%
and a service fee at a maximum annual rate of 0.10% of average daily net assets
of those accounts in the Capital Assets Funds Preferred Shares of the Portfolio
that they maintain and service. DIDI in its discretion may pay certain firms
additional amounts. DIDI pays all expenses of distribution of shares not
otherwise paid by dealers and other financial services firms.

DIDI may, from time to time, pay or allow discounts, commissions or promotional
incentives, in the form of cash or other compensation, to firms that sell shares
of the Portfolio.

Rule 12b-1 Plan

The Portfolio has adopted for the Capital Assets Funds Preferred Shares a plan
in accordance with Rule 12b-1 under the 1940 Act (the "12b-1 Plan"). This rule
regulates the manner in which an investment company may, directly or indirectly,
bear the expenses of distributing shares. For its services under the
Distribution Agreement and pursuant to the 12b-1 Plan, the Portfolio pays DIDI a
distribution services fee, payable monthly, at the annual rate of 0.20% of
average daily net assets with respect to the Capital Assets Funds Preferred
Shares of the Portfolio. Expenditures by DIDI on behalf of the Portfolio need
not be made on the same basis that such fees are collected. The fees are accrued
daily as an expense of the Portfolio.

The 12b-1 Plan may not be amended to increase the fee to be paid by the Capital
Assets Funds Preferred Shares of the Portfolio without approval by a majority of
the outstanding voting securities of the Capital Assets Funds Preferred Shares
of the Portfolio and all material amendments must in any event be approved by
the Board of Trustees in the manner described above with respect to the
continuation of the 12b-1 Plan. The 12b-1 Plan may be terminated for the Capital
Assets Funds Preferred Shares of the Portfolio at any time without penalty by a
vote of the majority of the Trustees who are not interested persons of the Trust
and who have no direct or indirect financial interest in the Plan, or by a vote
of the majority of the outstanding voting securities of the Capital Assets Funds
Preferred Shares of the Portfolio.

During the fiscal year ended April 30, 2009, Capital Assets Funds Preferred
Shares of Money Market Portfolio paid $136,696 ($24,849 waived and $7,052 unpaid
as of April 30, 2009) in distribution fees to DIDI under the 12b-1 Plan.

During the fiscal year ended April 30, 2008, Capital Assets Funds Preferred
Shares of Money Market Portfolio paid $76,829 in distribution fees to DIDI under
the 12b-1 Plan.

During the fiscal year ended April 30, 2007, Capital Assets Funds Preferred
Shares of Money Market Portfolio paid $163 in distribution fees to DIDI under
the 12b-1 Plan.

During the fiscal year ended April 30, 2009, Capital Assets Funds Preferred
Shares of Money Market Portfolio paid a service fee of $68,352 (4,176 unpaid as
of April 30, 2009).

During the fiscal year ended April 30, 2008, Capital Assets Funds Preferred
Shares of Money Market Portfolio paid a service fee of $38,415.

During the fiscal year ended April 30, 2007, Capital Assets Funds Preferred
Shares of Money Market Portfolio paid a service fee of $82.

Sub-Distributor

Ridge Clearing and Outsourcing  Services,  Inc., acts as sole sub-distributor of
the Capital Assets Funds Preferred Shares.

Custodian

State Street Bank and Trust Company ("State Street"), Lafayette Corporate
Center, 2 Avenue De Lafayette, Boston, MA 02111, (the "Custodian") as custodian,
has custody of all securities and cash of the Trust. State Street attends to the
collection of principal and income, and payment for and collection of proceeds
of securities bought and sold by the Portfolio.

Transfer Agent

DWS Investments Service Company ("DISC" or the "Transfer Agent"), 210 West 10th
Street, Kansas City, Missouri 64105-1614, an affiliate of the Advisor, is the
transfer agent, dividend-paying agent and shareholder service agent for all
classes of the Portfolio. The Transfer Agent receives an annual service fee for
each account of the Portfolio, based on the type of account. For open retail
accounts, the fee is a flat fee ranging from $20.99 to $24.09 per account, for
open wholesale money funds the fee is $35.55 per account, while for certain
retirement accounts serviced on the recordkeeping system of ExpertPlan, Inc.,
the fee is a flat fee up to $3.91 per account (as of February 2009, 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 Portfolio. 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
Portfolio or are paid directly by the Portfolio. Certain additional
out-of-pocket expenses, including costs of computer hardware and software, third
party record-keeping fees in excess of 0.25%, and processing of proxy
statements, may only be reimbursed by the Fund/Portfolio with the prior approval
of the Portfolio's Board.

Pursuant to a sub-transfer agency agreement between DISC and DST Systems, Inc.
("DST"), DISC has delegated certain transfer agent, dividend paying agent and
shareholder servicing agent functions to DST. The costs and expenses of such
delegation are borne by DISC, not by the Funds.

For the fiscal years ended April 30, 2009, 2008 and 2007, the amounts charged to
the Portfolio for Capital Assets Funds Preferred Shares by DISC were $101,658
($35,034 unpaid as of April 30, 2009), $58,392, (of which $12,974 was waived),
$135 (of which $61 was waived), respectively.

Legal Counsel

Vedder Price P.C., 222 North LaSalle Street, Chicago,  Illinois 60601, serves as
legal counsel to the Portfolio.

Ropes & Gray LLP, One International Place, Boston, MA 02110-2624, serves as
counsel to the Independent Trustees.

Independent Registered Public Accounting Firm

The financial highlights of the Portfolio included in the Portfolio's prospectus
and the financial statements incorporated by reference in this SAI have been so
included or incorporated by reference in reliance on the report of Ernst & Young
LLP, 200 Clarendon Street, Boston, MA 02116, Independent Registered Public
Accounting Firm, given on said firm as experts in auditing and accounting. Ernst
& Young LLP audits the financial statements of the Portfolio and provides other
audit, tax and related services. Shareholders will receive annual audited
financial statements and semi-annual unaudited financial statements.

Fund Accounting Agent

DWS Investments Fund Accounting Corporation ("DIFA"), One Beacon Street, Boston,
Massachusetts, 02108, a subsidiary of the Advisor, is responsible for
determining the daily net asset value per share of the Portfolio and maintaining
portfolio and general accounting records. Currently, DIFA receives no fee for
its services to the Portfolio; however, subject to Board approval, at some time
in the future, DIFA may seek payment for its services under the fund accounting
agreement.

Pursuant to an agreement among the Advisor, DIFA and SSB (the "Sub-Accounting
and Sub-Administrator Agreement"), DIFA and the Advisor have delegated certain
fund accounting functions to SSB under the fund accounting agreement. The costs
and expenses of such delegation are borne by the Advisor and DIFA, not by the
Portfolio.

                             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 Portfolios 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
Portfolios 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
Portfolios to their customers. However, the Advisor does not consider sales of
shares of the Funds as a factor in the selection of broker-dealers to execute
portfolio transactions for the Portfolios and, accordingly, has implemented
policies and procedures reasonably designed to prevent its traders from
considering sales of shares of the Portfolios as a factor in the selection of
broker-dealers to execute portfolio transactions for the Portfolios.

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 Fund,
to cause the Fund 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 Fund 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 Fund. Services received from
broker-dealers that executed securities transactions for a Portfolio will not
necessarily be used by the Advisor specifically to service such Fund.

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. Provided a
Subadvisor is acting in accordance with any instructions and directions of the
Advisor or the Board, the Subadvisor is authorized to pay to a broker or dealer
who provides third party brokerage and research services a commission for
executing a portfolio transaction for the Portfolio, if the Subadvisor
determines in good faith that such commission was reasonable in relation to the
value of the third party brokerage and research services provided by such broker
or dealer.

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 Portfolios' 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 Portfolios and
receive brokerage commissions or other transaction-related compensation from the
Portfolios 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 Portfolios' Boards, 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 Portfolios
a rate consistent with that charged to comparable unaffiliated customers in
similar transactions.

During the last three fiscal years the Portfolio paid no portfolio brokerage
commissions.

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.

                        PURCHASE AND REDEMPTION OF SHARES

General Information

Policies and procedures affecting transactions in Portfolio 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 Portfolio's agents. Transaction delays in
processing (and changing account features) due to circumstances within or beyond
the control of the Portfolio and its agents may occur. Shareholders (or their
financial service 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 be genuine.

A distribution will be reinvested in shares of the same Portfolio and class if
the distribution check is returned as undeliverable.

Orders will be confirmed at a price based on the net asset value of the
Portfolio next determined after receipt in good order by DIDI of the order
accompanied by payment. However, orders received by dealers or other financial
services firms prior to the determination of net asset value and received in
good order by DIDI prior to the close of its business day will be confirmed at a
price based on the net asset value effective on that day ("trade date").

Use of Financial Services Firms. Investment dealers and other firms ("Firms")
provide varying arrangements for their clients to purchase and redeem the
Portfolio'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 Portfolio's shares in nominee or street name as agent for and on behalf
of their customers. In such instances, the Portfolio's transfer agent, DISC 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 Portfolio has
authorized the Shareholder Service Agent to pay to these Firms, out of the
Portfolio's assets, up to 0.15 of 1% 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 Portfolio and other similar functions. These Firms also
coordinate with the Transfer Agent in connection with the Portfolio'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 Portfolio has authorized one or more financial service institutions,
including certain members of the FINRA other than the Distributor ("financial
institutions"), to accept purchase and redemption orders for the Portfolio's
shares. Such financial institutions may also designate other parties, including
plan administrator intermediaries, to accept purchase and redemption orders on
the Portfolio's behalf. Orders for purchases or redemptions will be deemed to
have been received by the Portfolio when such financial institutions or, if
applicable, their authorized designees accept the orders. Subject to the terms
of the contract between the Portfolio and the financial institution, ordinarily
orders will be priced at the Portfolio's net asset value next computed after
acceptance by such financial institution or its authorized designees and
accepted by the Portfolio. Further, if purchases or redemptions of the
Portfolio'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 Trustees and
the Distributor, also the Portfolio's principal underwriter, each has the right
to limit the amount of purchases by, and to refuse to sell to, any person. The
Trustees and the Distributor may suspend or terminate the offering of shares of
the Portfolio at any time for any reason.

DIDI has adopted an Incentive Plan (the "Plan") covering wholesalers that are
regional vice presidents ("DWS Investments Wholesalers"). Generally, DWS
Investments Wholesalers market shares of the DWS funds to financial advisors,
who in turn may recommend that investors purchase shares of a DWS fund. The Plan
is an incentive program that combines a monthly incentive component with a
quarterly strategic bonus component. Under the Plan, DWS Investments Wholesalers
will receive a monetary monthly incentive based on the amount of sales generated
from their marketing of the funds, and that incentive will differ depending on
the product category of the fund. Each fund is assigned to one of three product
categories -- "Focus list funds," "Extended list funds" or "Index funds" --
taking into consideration, among other things, the following criteria, where
applicable:

o        The fund's  consistency  with DWS  Investments'  branding and long-term
         strategy.
o        The fund's competitive performance;
o        The fund's Morningstar rating;
o        The length of time the  fund's  Portfolio  Managers  have  managed  the
         fund/strategy o Market size for the fund category;
o        The fund's size, including sales and redemptions of the fund's shares

This information and other factors are presented to a committee comprised of
representatives from various groups within DWS Investments, who review on a
quarterly basis the funds assigned to each product category described above, and
make any changes to those assignments at that time. No one factor, whether
positive or negative, determines a fund's placement in a given category; all
these factors together are considered, and the designation of funds on the Focus
list and Extended list represents management's judgment based on the above
criteria. In addition, management may consider a fund's profile over the course
of several review periods before making a change to its category assignment.
These category assignments will be posted quarterly to the DWS funds' Web site
at www.dws-investments.com, approximately one month after the end of each
quarter. DWS Investments Wholesalers receive the highest compensation for Focus
list funds, less for Extended list funds and the lowest for Index funds. The
level of compensation among these categories may differ significantly.

In the normal course of business, DWS Investments will from time to time
introduce new funds into the DWS family of funds. As a general rule, new funds
will be assigned to the Focus list compensation category. As described above,
the fund category assignments are reviewed periodically and are subject to
change.

The prospect of receiving, or the receipt of, additional compensation by a DWS
Investments Wholesaler under the Plan may provide an incentive to favor
marketing the Focus list or Extended list funds over Index funds. The Plan,
however, will not change the price that investors pay for shares of a fund. The
DWS Investments Compliance Department monitors DWS Investments Wholesaler sales
and other activity in an effort to detect unusual activity in the context of the
compensation structure under the Plan. However, investors may wish to take the
Plan and the product category of the fund into account when considering
purchasing a fund or evaluating any recommendations relating to fund shares.

Purchase of Shares

Shares of the Portfolio are sold at net asset value only through Ridge  Clearing
and Outsourcing Services, Inc. ("Ridge").

The Portfolio seeks to have its investment portfolio as fully invested as
possible at all times in order to achieve maximum income. Since the Portfolio
will be investing in instruments that normally require immediate payment in
Federal Funds (monies credited to a bank's account with its regional Federal
Reserve Bank), the Portfolio has adopted procedures for the convenience of its
shareholders and to ensure that the Portfolio receives investable funds. An
investor wishing to open an account should use the Account Information Form
available from the Portfolio or financial services firms. Orders for the
purchase of shares that are accompanied by a check drawn on a foreign bank
(other than a check drawn on a Canadian bank in US Dollars) will not be
considered in proper form and will not be processed unless and until the
Portfolio determines that it has received payment of the proceeds of the check.
The time required for such a determination will vary and cannot be determined in
advance.

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 "Policies You Should Know About" in the Portfolio's
prospectuses.

Revenue Sharing

In light of recent regulatory developments, the Advisor, the Distributor and
their affiliates have undertaken to furnish certain additional information below
regarding the level of payments made by them to selected affiliated and
unaffiliated brokers, dealers, participating insurance companies or other
financial intermediaries ("financial advisors") in connection with the sale
and/or distribution of Fund shares or the retention and/or servicing of
investors and Fund shares ("revenue sharing").

The Advisor, the Distributor and/or their affiliates may pay additional
compensation, out of their own assets and not as an additional charge to each
Fund, to financial advisors in connection with the sale and/or distribution of
Fund shares or the retention and/or servicing of Fund investors and Fund shares.
Such revenue sharing payments are in addition to any distribution or service
fees payable under any Rule 12b-1 or service plan of any fund, any record
keeping/sub-transfer agency/networking fees payable by each Fund (generally
through the Distributor or an affiliate) and/or the Distributor to certain
financial advisors for performing such services and any sales charges,
commissions, non-cash compensation arrangements expressly permitted under
applicable rules of FINRA or other concessions described in the fee table or
elsewhere in the Prospectuses or the SAI as payable to all financial advisors.
For example, the Advisor, the Distributor and/or their affiliates may compensate
financial advisors for providing each Fund with "shelf space" or access to a
third party platform or fund offering list, or other marketing programs
including, without limitation, inclusion of each Fund on preferred or
recommended sales lists, mutual fund "supermarket" platforms and other formal
sales programs; granting the Distributor access to the financial advisor's sales
force; granting the Distributor access to the financial advisor's conferences
and meetings; assistance in training and educating the financial advisor's
personnel; and, obtaining other forms of marketing support. The level of revenue
sharing payments made to financial advisors may be a fixed fee or based upon one
or more of the following factors: gross sales, current assets and/or number of
accounts of each Fund attributable to the financial advisor, the particular fund
or fund type or other measures as agreed to by the Advisor, the Distributor
and/or their affiliates and the financial advisors or any combination thereof.
The amount of these payments is determined at the discretion of the Advisor, the
Distributor and/or their affiliates from time to time, may be substantial, and
may be different for different financial advisors based on, for example, the
nature of the services provided by the financial advisor.

The Advisor, the Distributor and/or their affiliates currently make revenue
sharing payments from their own assets in connection with the sale and/or
distribution of DWS fund shares, or the retention and/or servicing of investors,
to financial advisors in amounts that generally range from .01% up to .50% of
assets of the Fund serviced and maintained by the financial advisor, .05% to
..25% of sales of the Fund attributable to the financial advisor, a flat fee of
$13,350 up to $500,000, or any combination thereof. These amounts are annual
figures typically paid on a quarterly basis and are subject to change at the
discretion of the Advisor, the Distributor and/or their affiliates. Receipt of,
or the prospect of receiving, this additional compensation, may influence your
financial advisor's recommendation of this Fund or of any particular share class
of the Fund. You should review your financial advisor's compensation disclosure
and/or talk to your financial advisor to obtain more information on how this
compensation may have influenced your financial advisor's recommendation of this
Fund.

The Advisor, the Distributor and/or their affiliates may also make such revenue
sharing payments to financial advisors under the terms discussed above in
connection with the distribution of both DWS funds and non-DWS funds by
financial advisors to retirement plans that obtain record keeping services from
ADP, Inc. on the DWS Investments branded retirement plan platform (the
"Platform") with the level of revenue sharing payments being based upon sales of
both the DWS funds and the non-DWS funds by the financial advisor on the
Platform or current assets of both the DWS funds and the non-DWS funds serviced
and maintained by the financial advisor on the Platform.

As of the date hereof, each Fund has been advised that the Advisor, the
Distributor and their affiliates expect that the following firms will receive
revenue sharing payments at different points during the coming year as described
above:

Channel: Broker-Dealers and Financial Advisors
----------------------------------------------
AIG Advisors Group
Ameriprise
Cadaret, Grant & Co. Inc.
Capital Analyst, Incorporated
Citigroup Global Markets, Inc. (dba Smith Barney)
Commonwealth Equity Services, LLP (dba Commonwealth Financial Network) Deutsche
Bank Group Ensemble Financial Services First Allied Securities First
Clearing/Wachovia Securities HD Vest Investment Securities, Inc.
ING Advisors Network
John Hancock Distributors LLC
LPL Financial
M.L. Stern & Co.
Meridien Financial Group
Merrill Lynch, Pierce, Fenner & Smith Inc.
Morgan Stanley
Oppenheimer & Co., Inc.
PlanMember Services
Prime Capital Inc.
Raymond James & Associates
Raymond James Financial Services
RBC Dain Rauscher, Inc
Securities America, Inc.
UBS Financial Services
Wells Fargo Investments, LLC

Channel: Cash Product Platform
------------------------------
Allegheny Investments LTD
Bank of America
Bank of New York (Hare & Co.)
BMO Capital Markets
Brown Brothers Harriman
Brown Investment Advisory & Trust Company
Cadaret Grant & Co.
Chicago Mercantile Exchange
D.A. Davidson & Company
Deutsche Bank Group
Emmett A. Larkin Company
Fiduciary Trust Co. - International
First Southwest Company
J.P. Morgan Clearing Corp.
Legent Clearing LLC
Lincoln Investment Planning
LPL Financial
Mellon Financial Markets LLC
Mesirow Financial, Inc.
Penson Financial Services
Pershing Choice Platform
ProFunds Distributors, Inc.
Ridge Clearing & Outsourcing Solutions
Robert W. Baird & Co.
Romano Brothers and Company
SAMCO Capital Markets
Smith Moore & Company
Sungard Institutional Brokerage Inc.
Treasury Curve LLC
US Bancorp
UBS Financial Services
William Blair & Company

Channel: Third Party Insurance Platforms
----------------------------------------
Allstate Life Insurance Company of New York
Ameritas Life Insurance Group
Annuity Investors Life Insurance Company
Columbus Life Insurance Company
Commonwealth Annuity and Life Insurance Company
Companion Life Insurance Company
Connecticut General Life Insurance Company
EquiTrust Life Insurance Company
Farm Bureau Life Insurance Company
Farmers New World Life Insurance Company
Fidelity Security Life Insurance Company
First Allmerica Financial Life Insurance Company
First Great West Life and Annuity Company
Genworth Life Insurance Company of New York
Genworth Life and Annuity Insurance Company
Great West Life and Annuity Insurance Company
Hartford Life Insurance Company
Integrity Life Insurance Company
John Hancock Life Insurance companies
Kemper Investors Life Insurance Company
Lincoln Benefit Life Insurance Company
Lincoln Life & Annuity Company of New York
Lincoln National Life Insurance Company
Massachusetts Mutual Life Insurance Group
MetLife Group
Minnesota Life Insurance Company
National Life Insurance Company
National Integrity Life Insurance Company
Nationwide Group
New York Life Insurance and Annuity Corporation
Phoenix Life Insurance Company
Protective Life Insurance
Provident Mutual Life Insurance
Prudential Insurance Company of America
Sun Life Group
Symetra Life Insurance Company
Transamerica Life Insurance Company
Union Central Life Insurance Company
United of Omaha Life Insurance Company
United Investors Life Insurance Company
Western Southern Life Assurance Company

Any additions, modifications or deletions to the financial advisors identified
above that have occurred since the date hereof are not reflected.

The Advisor, the Distributor or their affiliates may enter into additional
revenue sharing arrangements or change or discontinue existing arrangements with
financial advisors at any time without notice.

The prospect of receiving, or the receipt of additional compensation or
promotional incentives described above by financial advisors may provide such
financial advisors and/or their salespersons with an incentive to favor sales of
shares of the DWS funds or a particular DWS fund over sales of shares of mutual
funds (or non-mutual fund investments) with respect to which the financial
advisor does not receive additional compensation or promotional incentives, or
receives lower levels of additional compensation or promotional incentives.
Similarly, financial advisors may receive different compensation or incentives
that may influence their recommendation of any particular share class of the
Fund or of other funds. These payment arrangements, however, will not change the
price that an investor pays for Fund shares or the amount that the Fund receives
to invest on behalf of an investor and will not increase Fund expenses. You may
wish to take such payment arrangements into account when considering and
evaluating any recommendations relating to Fund shares and you should discuss
this matter with your financial advisor and review your financial advisor's
disclosures.

It is likely that broker-dealers that execute portfolio transactions for the
Fund will include firms that also sell shares of the DWS funds to their
customers. However, the Advisor will not consider sales of DWS fund shares as a
factor in the selection of broker-dealers to execute portfolio transactions for
the DWS funds. Accordingly, the Advisor has implemented policies and procedures
reasonably designed to prevent its traders from considering sales of DWS fund
shares as a factor in the selection of broker-dealers to execute portfolio
transactions for the Fund. In addition, the Advisor, the Distributor and/or
their affiliates will not use fund brokerage to pay for their obligation to
provide additional compensation to financial advisors as described above.

Redemption of Shares

General. Although it is the Portfolio's present policy to redeem in cash, the
Portfolio; upon consent of a redeeming shareholder, may pay the redemption price
by a distribution of portfolio securities in lieu of cash, in conformity with
any applicable regulatory requirements, taking such securities at the same value
used to determine net asset value, and selecting the securities in such manner
as may be deemed fair and equitable. If such a distribution occurs, 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 redemption would not be as liquid as a redemption entirely in cash. The
Trust has elected to be governed by Rule 18f-1 under the 1940 Act pursuant to
which the Trust is obligated to redeem shares solely in cash up to the lesser of
$250,000 or 1% of the net assets of the Portfolio during any 90-day period for
any one shareholder of record.

Shareholders may not use ACH or Redemption Checks (defined below) until the
shares being redeemed have been owned for at least 10 days. There is no delay
when shares being redeemed were purchased by wiring Federal Funds.

If shares being redeemed were acquired from an exchange of shares of a mutual
fund that were offered subject to a contingent deferred sales charge as
described in the prospectus for that other fund, the redemption of such shares
by the Portfolio may be subject to a contingent deferred sales charge as
explained in such prospectus.

Shareholders can request the following telephone privileges: expedited wire
transfer redemptions, ACH transactions and exchange transactions for individual
and institutional accounts and pre-authorized telephone redemption transactions
for certain institutional accounts. Shareholders may choose these privileges on
the account application or by contacting the Shareholder Service Agent for
appropriate instructions. Please note that the telephone exchange privilege is
automatic unless the shareholder refuses it on the account application. The
Trust 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 Trust or its agents reasonably believe, based upon reasonable
verification procedures, that the telephone instructions are genuine. The
shareholder will bear the risk of loss, resulting from fraudulent or
unauthorized transactions, as long as the reasonable verification procedures are
followed. The verification procedures include recording instructions, requiring
certain identifying information before acting upon instructions and sending
written confirmations.

ADP may independently establish and charge other amounts to their clients to
redeem portfolio shares.

Telephone Redemptions. If the proceeds of the redemption are $50,000 or less and
the proceeds are payable to the shareholder 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, guardian and custodian account
holders, provided the trustee, executor, guardian or custodian 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, provided that this
privilege has been pre-authorized by the institutional account holder or
guardian account holder by written instruction to the Shareholder Service Agent
with signatures guaranteed. Telephone requests may be made by calling
1-888-466-4250. Shares purchased by check or through certain ACH transactions
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 certificate 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 Shareholder Service Agent by telephone, it may be difficult to use
the telephone redemption privilege, although investors can still redeem by mail.
The Portfolio reserves the right to terminate or modify this privilege at any
time.

Special Features

Exchange Privilege.

Shareholders may request a taxable exchange of their shares for shares of the
corresponding class of certain other DWS funds without imposition of a sales
charge, subject to the provisions below. For purposes of calculating any CDSC,
amounts exchanged retain their original cost and purchase date.

Shareholders who exchange their shares out of a DWS money market fund (not
including shares acquired by dividend reinvestment or by exchange from Class A
shares of another DWS fund) into Class A shares of certain other DWS funds, will
generally be subject to the applicable sales charge.

Certain DWS funds may not be available to shareholders on an exchange. To learn
more about which DWS funds may be available on exchange, please contact your
financial services firm or visit our Web site at: www.dws-investments.com or
call (800) 231-8568.

Shareholders may obtain prospectus(es) of the DWS fund they are exchanging into
from dealers, other firms or DIDI.

The total value of shares being exchanged must at least equal the minimum
investment requirement of the fund into which they are being exchanged.
Exchanges are made based on relative dollar values of the shares involved in the
exchange. There is no service fee for an exchange; however, financial services
firms may charge for their services in effecting exchange transactions.
Exchanges will be effected by redemption of shares of the Portfolio held and
purchase of shares of the other fund. For federal income tax purposes, any such
exchange constitutes a sale upon which a gain or loss may be realized, depending
upon whether the value of the shares being exchanged is more or less than the
shareholder's adjusted cost basis. Shareholders interested in exercising the
exchange privilege may obtain an exchange form and prospectuses of the other
funds from firms or the principal underwriter. Exchanges also may be authorized
by telephone if the shareholder has given authorization. Once the authorization
is on file, the Shareholder Service Agent will honor requests by telephone at
1-888-466-4250 or in writing subject to the limitations on liability described
in the prospectus. Any share certificates must be deposited prior to any
exchange of such shares. During periods when it is difficult to contact the
Shareholder Service Agent by telephone, it may be difficult to implement the
telephone exchange privilege. The exchange privilege is not a right and may be
suspended, terminated or modified at any time. Except as otherwise permitted by
applicable regulations, 60 days' prior written notice of any termination or
material change will be provided.

Tax-Sheltered Retirement Programs. The Shareholder Service Agent provides
retirement plan services and documents and DIDI can establish your account in
any of the following types of retirement plans:

o        IRAs  trusteed  by State  Street.  This  includes  Simplified  Employee
         Pension Plan (SEP) IRA accounts and prototype documents.

o        403(b) Custodial  Accounts also trusteed by State Street.  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  contribution per participant is the
         lesser of 25% of compensation or $30,000.

Brochures describing the above plans as well as providing model defined benefit
plans, target benefit plans, 457 plans, 401(k) plans and materials for
establishing them are available from the Shareholder Service Agent upon request.
The brochures for plans trusteed by State Street describe the current fees
payable to State Street for its services as trustee. Investors should consult
with their own tax advisors before establishing a retirement plan.

Electronic Funds Transfer Programs. For your convenience, the Trust has
established several investment and redemption programs using electronic funds
transfer via the ACH. There is currently no charge by the Trust for these
programs. To use these features, your financial institution (your employer's
financial institution in the case of payroll deposit) must be affiliated with an
ACH. This ACH affiliation permits the Shareholder Service Agent to
electronically transfer money between your bank account, or employer's payroll
bank in the case of Direct Deposit, and your account. Your bank's crediting
policies of these transferred funds may vary. These features may be amended or
terminated at any time by the Trust. Shareholders should contact Ridge; or the
financial services firm through which their account was established for more
information. These programs may not be available through some firms that
distribute shares of the Portfolio.

Internet Access

World Wide Web Site. DWS maintains a web site that is www.dws-investments.com.
The site offers guidance on global investing and developing strategies to help
meet financial goals and provides access to the DWS investor relations
department via e-mail. The site also enables users to access or view fund
prospectuses. Users can fill out new account forms on-line, order free software,
and request literature on funds.

                                    DIVIDENDS

Dividends are declared daily and paid monthly. Shareholders will receive
dividends in additional shares unless they elect to receive cash. Dividends will
be reinvested monthly in shares of the Portfolio at net asset value on the last
business day of the month. Dividends are treated the same for federal income tax
purposes whether received in cash or reinvested in additional shares. The
Portfolio will pay shareholders who redeem their entire accounts all unpaid
dividends at the time of the redemption not later than the next dividend payment
date.

The Portfolio calculates its dividends based on its daily net investment income.
For this purpose, the net investment income of the Portfolio consists of (a)
accrued interest income plus or minus amortized discount or premium, (b) plus or
minus all short-term realized gains and losses on investments and (c) minus
accrued expenses allocated to the Portfolio. Expenses of the Portfolio are
accrued each day. While the Portfolio's investments are valued at amortized
cost, there will be no unrealized gains or losses on such investments. However,
should the net asset value of the Portfolio deviate significantly from market
value, the Board of Trustees could decide to value the investments at market
value and then unrealized gains and losses would be included in net investment
income above. Dividends are reinvested monthly and shareholders will receive
monthly confirmations of dividends and of purchase and redemption transactions
except that confirmations of dividend reinvestment for IRAs and other fiduciary
accounts for which State Street acts as trustee will be sent quarterly.

If the shareholder elects to receive dividends in cash, checks will be mailed
monthly, within five business days of the reinvestment date (described below),
to the shareholder or any person designated by the shareholder. At the option of
the shareholder, cash dividends may be sent by Federal Funds wire. Shareholders
may request to have dividends sent by wire on the Account Application or by
contacting the Shareholder Service Agent (see "Purchase of Shares"). The
Portfolio reinvests dividend checks (and future dividends) in shares of the
Portfolio if checks are returned as undeliverable. Dividends and other
distributions in the aggregate amount of $10 or less are automatically
reinvested in shares of the Portfolio unless the shareholder requests that such
policy not be applied to the shareholder's account.

                                      TAXES

The following is intended to be a general summary of certain federal income tax
consequences of investing in the Portfolio. It is not intended as a complete
discussion of all such consequences, nor does it purport to deal with all
categories of investors or foreign, state or local taxes. Investors are
therefore advised to consult with their tax advisors before making an investment
in a Portfolio.

The Portfolio has elected to be treated and has qualified, and intends to
continue to qualify, as a regulated investment company under Subchapter M of the
Internal Revenue Code of 1986, as amended (the "Code"), and, if so qualified,
will not be subject to federal income taxes to the extent its earnings are
distributed. Dividends derived from interest and short-term capital gains are
taxable to shareholders as ordinary income whether received in cash or
reinvested in additional shares. Long-term capital gains distributions, if any,
are taxable as long-term capital gains regardless of the length of time
shareholders have owned their shares. Dividends from the Portfolio are not
expected to be treated as qualified dividend income or qualify for the dividends
received deduction available to corporate shareholders.

The Portfolio is required by federal income tax law to withhold a portion of
taxable dividends paid to certain shareholders who do not furnish a correct
taxpayer identification number (in the case of individuals, a social security
number) and in certain other circumstances. Trustees of qualified retirement
plans and 403(b)(7) accounts are required by law to withhold 20% of the taxable
portion of any distribution that is eligible to be "rolled over." The 20%
withholding requirement does not apply to distributions from IRAs or any part of
a distribution that is transferred directly to another qualified retirement
plan, 403(b)(7) account, or IRA. Shareholders should consult their tax advisors
regarding the 20% withholding requirement.

Interest on indebtedness which is incurred to purchase or carry shares of a
mutual fund which distributes exempt-interest dividends during the year is not
deductible for federal income tax purposes.

Shareholders normally will receive monthly confirmations of dividends and of
purchase and redemption transactions except that confirmations of dividend
reinvestment for IRAs and other fiduciary accounts for which State Street serves
as trustee will be sent quarterly. Firms may provide varying arrangements with
their clients with respect to confirmations. Tax information will be provided
annually. Shareholders are encouraged to retain copies of their account
confirmation statements or year-end statements for tax reporting purposes.
However, those who have incomplete records may obtain historical account
transaction information at a reasonable fee.

Dividends or distributions declared in October, November or December to
shareholders of record as of a date in one of those months and paid during the
following January are treated as paid on December 31 of the calendar year in
which declared for federal income tax purposes. The Portfolio may adjust its
schedule for dividend reinvestment for the month of December to assist in
complying with the reporting and minimum distribution requirements contained in
the Code.

Special tax rules apply to investments through defined contribution plans and
other tax-qualified plans. Shareholders should consult their tax advisor to
determine the suitability of shares of the Portfolio as an investment through
such plans and the precise effect of an investment on their particular tax
situation.

INVESTORS ARE ADVISED TO CONSULT THEIR OWN TAX ADVISORS WITH RESPECT
TO THE APPLICATION OF THE ABOVE-DESCRIBED GENERAL FEDERAL INCOME TAX RULES TO
THEIR OWN CIRCUMSTANCES AND WITH RESPECT TO OTHER FEDERAL, STATE, LOCAL OR
FOREIGN TAX CONSEQUENCES TO THEM BEFORE MAKING AN INVESTMENT IN A PORTFOLIO.

                                 NET ASSET VALUE

The net asset value ("NAV") per share of the Portfolio is calculated on each day
on which the Portfolio is open for business. The Portfolio is open for business
each day the New York Stock Exchange is open, as described in the Portfolio's
current prospectus. The NAV per share of the Portfolio is computed by dividing
the value of the Portfolio's assets less all liabilities, by the total number of
shares of the Portfolio outstanding. Although there is no guarantee, the
Portfolio's NAV per share will normally be $1.00.

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.

The Board has established procedures reasonably designed to stabilize the
Portfolio's NAV per share at $1.00. Under the procedures, the Advisor will
monitor and notify the Board of circumstances where the Portfolio's NAV per
share calculated by using market valuations may deviate from the $1.00 per share
calculated using amortized cost. If there were any deviation that the Board
believed would result in a material dilution or unfair result for investors or
existing shareholders, the Board would promptly consider what action, if any,
should be initiated. Such actions could include selling assets prior to maturity
to realize capital gains or losses; shortening average maturity of the
portfolio; withholding or reducing dividends; redeeming shares in kind; or
valuing assets based on market valuations.

Market valuations are obtained by using actual quotations provided by market
makers, estimates of market value, or values obtained from yield data relating
to classes of money market instruments published by reputable sources at the
mean between the bid and asked prices for the instruments. In accordance with
procedures approved by the Board, in the event market quotations are not readily
available for certain portfolio assets the fair value of such portfolio assets
will be determined in good faith by the Portfolio's Pricing Committee (or, in
some cases, the Board's Valuation Committee) based upon input from the Advisor
or other third parties.

                           BOARD MEMBERS AND OFFICERS

The following table presents certain information regarding the Board Members of
the Trust. 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 Trust 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 Trust. Because the Portfolio 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.

<TABLE>
<CAPTION>

Independent Board Members

--------------------------------------------------------------------------------------------------------------------
<S>                                     <C>                                                             <C>
                                                                                                     Number of
Name, Year of Birth,                                                                                 Funds in DWS
Position with the Trust and       Business Experience and                                            Fund Complex
Length of Time Served(1)          Directorships During the Past 5 Years                              Overseen
--------------------------------------------------------------------------------------------------------------------
Paul K. Freeman                   Consultant, World Bank/Inter-American Development Bank;               125
(1950)                            Governing Council of the Independent Directors Council
Chairperson since 2009, and       (governance, executive committees); formerly: Project Leader,
Board Member since 1993           International Institute for Applied Systems Analysis
                                  (1998-2001); Chief Executive Officer, The Eric Group, Inc.
                                  (environmental insurance) (1986-1998)
--------------------------------------------------------------------------------------------------------------------
John W. Ballantine (1946)         Retired; formerly: Executive Vice President and Chief Risk            125
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:               125
 Board Member since               Association of Public Television Stations; Becton Dickinson
 1990                             and Company(2) (medical technology company); Belo
                                  Corporation(2) (media company); Boston Museum of Science;
                                  Public Radio International; PRX, The Public Radio Exchange;
                                  The PBS Foundation; former Directorships: American Public
                                  Television; Concord Academy; New England Aquarium; Mass.
                                  Corporation for Educational Telecommunications; Committee for
                                  Economic Development; Public Broadcasting Service
--------------------------------------------------------------------------------------------------------------------
Dawn-Marie Driscoll (1946)        President, Driscoll Associates (consulting firm); Executive           125
Board Member since 1987           Fellow, Center for Business Ethics, Bentley University;
                                  formerly: Partner, Palmer & Dodge (1988-1990); Vice President
                                  of Corporate Affairs and General Counsel, Filene's
                                  (1978-1988); Directorships: Trustee of 20 open-end mutual
                                  funds managed by Sun Capital Advisers, Inc. (since 2007);
                                  Director of ICI Mutual Insurance Company (since 2007);
                                  Advisory Board, Center for Business Ethics, Bentley
                                  University; Trustee, Southwest Florida Community Foundation
                                  (charitable organization); former Directorships: Investment
                                  Company Institute (audit, executive, nominating committees)
                                  and Independent Directors Council (governance, executive
                                  committees)
--------------------------------------------------------------------------------------------------------------------
Keith R. Fox (1954)               Managing General Partner, Exeter Capital Partners (a series           125
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           125
(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,         125
(1946)                            Finance Department, The Wharton School, University of
Board Member since                Pennsylvania (since July 1972); Co-Director, Wharton
1990                              Financial Institutions Center (since July 2000); Director,
                                  Japan Equity Fund, Inc. (since September 2007), Thai Capital
                                  Fund, Inc. (since September 2007), Singapore Fund, Inc.
                                  (since September 2007); formerly: Vice Dean and Director,
                                  Wharton Undergraduate Division (July 1995-June 2000);
                                  Director, Lauder Institute of International Management
                                  Studies (July 2000-June 2006)
--------------------------------------------------------------------------------------------------------------------
William McClayton (1944)          Managing Director, Diamond Management & Technology                    125
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             125
(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); Director,
                                  CardioNet, Inc.(2) (2009-present) (health care); formerly:
                                  Executive Vice President, The Glenmede Trust Company
                                  (investment trust and wealth management) (1983 to 2004);
                                  Board Member, Investor Education (charitable organization)
                                  (2004-2005); Director, Viasys Health Care(2) (January
                                  2007-June 2007)
--------------------------------------------------------------------------------------------------------------------
William N. Searcy, Jr.            Private investor since October 2003; Trustee of 20 open-end           125
(1946)                            mutual funds managed by Sun Capital Advisers, Inc. (since
Board Member since                October 1998); formerly: Pension & Savings Trust Officer,
1993                              Sprint Corporation(2) (telecommunications) (November
                                  1989-September 2003)
--------------------------------------------------------------------------------------------------------------------
Jean Gleason Stromberg            Retired; formerly: Consultant (1997-2001); Director, US               125
(1943)                            Government Accountability Office (1996-1997); Partner,
Board Member since                Fulbright & Jaworski, L.L.P. (law firm) (1978-1996);
1997                              Directorships: The William and Flora Hewlett Foundation;
                                  Business Leadership Council, Wellesley College; former
                                  Directorships: Service Source, Inc., Mutual Fund Directors
                                  Forum (2002-2004), American Bar Retirement Association
                                  (funding vehicle for retirement plans) (1987-1990 and
                                  1994-1996)
--------------------------------------------------------------------------------------------------------------------
Robert H. Wadsworth (1940)        President, Robert H. Wadsworth & Associates, Inc. (consulting         128
Board Member since 1999           firm) (1983 to present); Director, The Phoenix Boys Choir
                                  Association
--------------------------------------------------------------------------------------------------------------------

Interested Board Member

--------------------------------------------------------------------------------------------------------------------
                                                                                                     Number of
Name, Year of Birth,                                                                                 Funds in DWS
Position with the Trust and       Business Experience and                                            Fund Complex
Length of Time Served(1)          Directorships During the Past 5 Years                              Overseen
--------------------------------------------------------------------------------------------------------------------
 Axel Schwarzer(3)                Managing Director(4), Deutsche Asset Management; Head of              125
 (1958)                           Deutsche Asset Management Americas; CEO of DWS Investments;
 Board Member since               relocated to Germany in July 2009 as Vice Chairman(4) of
 2006                             Deutsche Asset Management and Member of the Management Board
                                  of DWS Investments, responsible for Global Relationship
                                  Management; formerly: board member of DWS Investments,
                                  Germany (1999-2005); Head of Sales and Product Management for
                                  the Retail and Private Banking Division of Deutsche Bank in
                                  Germany (1997-1999); various strategic and operational
                                  positions for Deutsche Bank Germany Retail and Private
                                  Banking Division in the field of investment funds, tax driven
                                  instruments and asset management for corporates (1989-1996)
--------------------------------------------------------------------------------------------------------------------

Officers(5)

--------------------------------------------------------------------------------------------------------------------
 Name, Year of Birth,
 Position with the Trust and      Business Experience and
 Length of Time Served(6)         Directorships During the Past 5 Years
--------------------------------------------------------------------------------------------------------------------
 Michael G. Clark(7) (1965)       Managing Director(4), Deutsche Asset Management (2006-present); President of
 President, 2006-present          DWS family of funds; Director, ICI Mutual Insurance Company (since
                                  October 2007); formerly: Director of Fund Board Relations (2004-2006) and
                                  Director of Product Development (2000-2004), Merrill Lynch Investment Managers;
                                  Senior Vice President Operations, Merrill Lynch Asset Management (1999-2000)
--------------------------------------------------------------------------------------------------------------------
 John Millette(8) (1962)          Director(4), Deutsche Asset Management
 Vice President and Secretary,
 1999-present
--------------------------------------------------------------------------------------------------------------------
 Paul H. Schubert(7) (1963)       Managing Director(4), Deutsche Asset Management (since July 2004); formerly:
 Chief Financial Officer,         Executive Director, Head of Mutual Fund Services and Treasurer for UBS Family
 2004-present                     of Funds (1998-2004); Vice President and Director of Mutual Fund Finance at UBS
 Treasurer, 2005-present          Global Asset Management (1994-1998)
--------------------------------------------------------------------------------------------------------------------
 Caroline Pearson(8) (1962)       Managing Director(4), Deutsche Asset Management
 Assistant Secretary,
 1997-present
--------------------------------------------------------------------------------------------------------------------
 Rita Rubin(9) (1970)             Vice President and Counsel, Deutsche Asset Management (since October 2007);
 Assistant Secretary,             formerly, Vice President, Morgan Stanley Investment Management (2004-2007);
 2009-present                     Attorney, Shearman & Sterling LLP (2004); Vice President and Associate General
                                  Counsel, UBS Global Asset Management (2001-2004)
--------------------------------------------------------------------------------------------------------------------
 Paul Antosca(8)                  Director(4), Deutsche Asset Management (since 2006); formerly: Vice President,
 (1957)                           The Manufacturers Life Insurance Company (U.S.A.) (1990-2006)
 Assistant Treasurer,
 2007-present
--------------------------------------------------------------------------------------------------------------------
 Jack Clark (8)                   Director(4), Deutsche Asset Management (since 2007); formerly: Vice President,
 (1967)                           State Street Corporation (2002-2007)
 Assistant Treasurer,
 2007-present
--------------------------------------------------------------------------------------------------------------------
 Diane Kenneally(8)               Director(4), Deutsche Asset Management
 (1966)
 Assistant Treasurer,
 2007-present
--------------------------------------------------------------------------------------------------------------------
 Jason Vazquez(9) (1972)          Vice President, Deutsche Asset Management (since 2006); formerly: AML
 Anti-Money Laundering            Operations Manager for Bear Stearns (2004-2006); Supervising Compliance
 Compliance Officer,              Principal and Operations Manager for AXA Financial (1999-2004)
 2007-present
--------------------------------------------------------------------------------------------------------------------
 Robert Kloby(9) (1962)           Managing Director(4), Deutsche Asset Management (2004-present); formerly: Chief
 Chief Compliance Officer,        Compliance Officer/Chief Risk Officer, Robeco USA (2000-2004); Vice President,
 2006-present                     The Prudential Insurance Company of America (1988-2000); E.F. Hutton and
                                  Company (1984-1988)
--------------------------------------------------------------------------------------------------------------------
 J. Christopher Jackson(9)        Director(4), Deutsche Asset Management (2006-present); formerly: Director,
 (1951)                           Senior Vice President, General Counsel, and Assistant Secretary, Hansberger
 Chief Legal Officer,             Global Investors, Inc. (1996-2006); Director, National Society of Compliance
 2006-present                     Professionals (2002-2005) (2006-2009)
--------------------------------------------------------------------------------------------------------------------
</TABLE>

(1)      The length of time served represents the year in which the Board Member
         joined  the board of one or more DWS funds  currently  overseen  by the
         Board.

(2)      A publicly held company with securities  registered pursuant to Section
         12 of the Securities Exchange Act of 1934.

(3)      The mailing address of Axel Schwarzer is DWS Investment  GmbH,  Mainzer
         Landstr.  178-190,  Floor 5C,  60327  Frankfurt am Main,  Germany.  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 Portfolio.

(4)      Executive title, not a board directorship.

(5)      As a result of their respective positions held with the Advisor,  these
         individuals are considered  "interested  persons" of the Advisor within
         the meaning of the 1940 Act. Interested persons receive no compensation
         from the Portfolio.

(6)      The length of time served  represents the year in which the officer was
         first elected in such capacity for one or more DWS funds.

(7)      Address: 345 Park Avenue, New York, New York 10154.

(8)      Address: One Beacon Street, Boston, Massachusetts 02108.

(9)      Address: 280 Park Avenue, New York, New York 10017.

Certain officers hold similar positions for other investment companies for which
DIMA or an affiliate serves as the Advisor.

Officer's Role with Principal Underwriter: DWS Investments Distributors, Inc.

 Paul H. Schubert:                    Vice President
 Jason Vazquez:                       Vice President and AML Compliance Officer
 Caroline Pearson:                    Secretary

Board Members' Responsibilities. The officers of the Trust 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 Portfolio and to provide oversight of
the management of the Portfolio.

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 Portfolio's accounting
and financial reporting policies and procedures,  (3) the Portfolio'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  Portfolio.  It also
approves and recommends to the Board the  appointment,  retention or termination
of the independent registered public accounting firm for the Portfolio,  reviews
the scope of audit and internal controls,  considers and reports to the Board on
matters  relating  to  the  Portfolio's   accounting  and  financial   reporting
practices,  and performs  such other tasks as the full Board deems  necessary or
appropriate.  The  Audit  Committee  receives  annual  representations  from the
independent  registered  public  accounting  firm  as to its  independence.  The
members  of the Audit  Committee  are  William  McClayton  (Chair),  Kenneth  C.
Froewiss (Vice Chair),  John W. Ballantine,  Henry P. Becton,  Jr., Keith R. Fox
and William N. Searcy, Jr. During the calendar year 2008, the Audit Committee of
the Portfolio's Board held six (6) meetings.

Nominating and Governance  Committee:  The Nominating and Governance  Committee,
which consists entirely of Independent Board Members, recommends individuals for
membership on the Board,  nominates  officers,  Board and committee chairs, vice
chairs and committee  members,  and oversees the  operations  of the Board.  The
Nominating and Governance Committee also reviews recommendations by shareholders
for candidates for Board positions.  Shareholders  may recommend  candidates for
Board positions by forwarding their correspondence by US mail or courier service
to Dawn-Marie  Driscoll,  P.O. Box 100176,  Cape Coral, FL 33904. The members of
the  Nominating  and  Governance  Committee  are Henry P. Becton,  Jr.  (Chair),
Rebecca W. Rimel (Vice Chair), Paul K. Freeman and William McClayton. During the
calendar year 2008, the Nominating and Governance  Committee of the  Portfolio's
Board held five (5) meetings.

Contract  Committee:   The  Contract  Committee,   which  consists  entirely  of
Independent  Board  Members,  reviews  at least  annually,  (a) the  Portfolio's
financial  arrangements  with DIMA and its  affiliates,  and (b) the Portfolio's
expense  ratios.  The members of the Contract  Committee are Robert H. Wadsworth
(Chair),  Keith R. Fox (Vice Chair),  Henry P. Becton,  Jr., Richard J. Herring,
William McClayton and Jean Gleason Stromberg. During the calendar year 2008, the
Contract Review Committee of the Portfolio's Board held seven (7) meetings.

Equity  Oversight   Committee:   The  Equity  Oversight  Committee  reviews  the
investment  operations  of those  portfolios  that  primarily  invest  in equity
securities  (except for those funds managed by a quantitative  investment team).
The members of the Equity  Oversight  Committee are John W. Ballantine  (Chair),
William McClayton (Vice Chair),  Henry P. Becton,  Jr., Keith R. Fox, Richard J.
Herring  and  Rebecca W.  Rimel.  During  the  calendar  year  2008,  the Equity
Oversight Committee of the Portfolio's Board held five (5) meetings.

Fixed-Income and Quant Oversight Committee: The Fixed-Income and Quant Oversight
Committee  reviews the investment  operations of those portfolios that primarily
invest in  fixed-income  securities or are managed by a quantitative  investment
team. The members of the Fixed-Income and Quant Oversight  Committee are William
N.  Searcy,  Jr.  (Chair),  Jean  Gleason  Stromberg  (Vice  Chair),  Dawn-Marie
Driscoll, Kenneth C. Froewiss and Robert H. Wadsworth.  During the calendar year
2008, the Fixed-Income  Oversight  Committee of the Portfolio's  Board held five
(5) meetings.

Marketing and  Shareholder  Services  Committee:  The Marketing and  Shareholder
Services Committee reviews the Portfolio's  marketing  program,  sales practices
and literature and shareholder services.  The Marketing and Shareholder Services
Committee also considers  matters  relating to fund mergers and liquidations and
the  organization  of new funds.  The members of the Marketing  and  Shareholder
Services  Committee are Richard J. Herring  (Chair),  Dawn-Marie  Driscoll (Vice
Chair), Rebecca W. Rimel, Jean Gleason Stromberg and Robert H. Wadsworth. During
the calendar year 2008, the Marketing/Distribution/Shareholder Service Committee
of the Portfolio's Board held four (4) meetings.

The Operations  Committee:  The Operations  Committee reviews the administrative
operations,  legal affairs and general compliance matters of the Portfolio.  The
Operations Committee reviews administrative matters related to the operations of
the  Portfolio,  policies and  procedures  relating to  portfolio  transactions,
custody  arrangements,  fidelity bond and insurance  arrangements,  valuation of
Portfolio  assets and  securities  and such other  tasks as the full Board deems
necessary or appropriate.  The Operations  Committee also oversees the valuation
of the Portfolio's  securities and other assets and determines,  as needed,  the
fair value of Portfolio  securities or other assets under certain  circumstances
as described in the Portfolio's Valuation  Procedures.  The Operations Committee
has appointed a Valuation  Sub-Committee,  which may make determinations of fair
value required when the Operations  Committee is not in session.  The members of
the Operations  Committee are Dawn-Marie  Driscoll  (Chair),  John W. Ballantine
(Vice Chair),  Kenneth C. Froewiss,  Rebecca W. Rimel and William N. Searcy, Jr.
The members of the Valuation Sub-Committee are Kenneth C. Froewiss (Chair), John
W. Ballantine, Dawn-Marie Driscoll (Alternate), Rebecca W. Rimel (Alternate) and
William  N.  Searcy,  Jr.  (Alternate).  During  the  calendar  year  2008,  the
Operations Committee held five (5) meetings and the Valuation Sub-Committee held
two (2) meetings.

Ad Hoc Committees.  In addition to the standing committees described above, from
time to time the Board  may also form ad hoc  committees  to  consider  specific
issues.

Remuneration.  Each  Independent  Board Member  receives  compensation  from the
Portfolio for his or her services,  which  includes  retainer fees and specified
amounts  for  various  committee  services  and for the  Board  Chairperson.  No
additional  compensation is paid to any Independent Board Member for travel time
to meetings,  attendance  at  directors'  educational  seminars or  conferences,
service on  industry or  association  committees,  participation  as speakers at
directors'  conferences or service on special fund industry director task forces
or subcommittees. Independent Board Members do not receive any employee benefits
such as pension or retirement benefits or health insurance from the Portfolio 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
Portfolio,  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  Portfolio.  The following  tables show  compensation  from the
Portfolio  and  aggregate  compensation  from  all of the  funds in the DWS fund
complex received by each Independent Board Member during the calendar year 2008.
Mr.  Schwarzer  is an  interested  person  of  the  Portfolio  and  received  no
compensation  from the Portfolio or any fund in the DWS fund complex  during the
relevant periods.

<TABLE>
<CAPTION>
                                                                           Total Compensation
                                         Aggregate Compensation              from Fund and
  Name of Board Member                from Money Market Portfolio          DWS Fund Complex(1)
  --------------------                ---------------------------          -------------------

<S>                                              <C>                             <C>
  John W. Ballantine                             $8,616                          $237,500
  Henry P. Becton, Jr.(2)                         $556                           $246,000
  Dawn-Marie Driscoll(2)(3)                       $639                           $292,500
  Keith R. Fox (2)                                $523                           $229,500
  Paul K. Freeman                               $9,320                           $255,000
  Kenneth C. Froewiss                             $515                           $226,750
  Richard J. Herring(2)                           $539                           $240,000
  William McClayton(4)                          $9,407                           $257,500
  Rebecca W. Rimel(2)                             $534                           $233,500
  William N. Searcy, Jr.                          $534                           $238,000
  Jean Gleason Stromberg                          $512                           $225,500
  Robert H. Wadsworth                           $8,796                           $273,500
</TABLE>

(1)      The DWS fund complex is composed of 136 funds as of December 31, 2008.

(2)      Aggregate  compensation  includes amounts paid to the Board Members for
         special  meetings of ad hoc committees of the Board in connection  with
         the  consolidation  of the DWS fund boards and various funds,  meetings
         for   considering   fund  expense   simplification   initiatives,   and
         consideration of issues specific to the Portfolio's direct shareholders
         (i.e., those shareholders who did not purchase shares through financial
         intermediaries). Such amounts totaled $8,000 for Mr. Becton, $2,000 for
         Ms. Driscoll, $2,000 for Mr. Fox, $2,000 for Dr. Herring and $8,000 for
         Ms. Rimel. These meeting fees were borne by the funds.

(3)      Includes  $70,000 in annual  retainer fees received by Ms.  Driscoll as
         Chairperson of DWS funds.

(4)      Includes $15,000 paid to Mr. McClayton for numerous special meetings of
         an ad hoc  committee of the former  Chicago  Board in  connection  with
         board consolidation initiatives.

Board Member Ownership in the Portfolio
---------------------------------------

The following table shows the dollar range of equity securities beneficially
owned by each Board Member in the Portfolio and DWS fund complex as of December
31, 2008.

<TABLE>
<CAPTION>
                                                                                  Aggregate Dollar Range of
                                            Dollar Range of Beneficial       Ownership in all Funds Overseen by
                                                     Ownership                          Board Member
Board Member                                 in Money Market Portfolio          in the DWS Fund Complex(1)
------------                                 -------------------------          --------------------------

Independent Board Member:
-------------------------

<S>                                                    <C>                                 <C>
John W. Ballantine                                     None                                Over $100,000
Henry P. Becton, Jr.                                   None                                Over $100,000
Dawn-Marie Driscoll                                    None                                Over $100,000
Keith R. Fox                                           None                                Over $100,000
Paul K. Freeman                                        None                                Over $100,000
Kenneth C. Froewiss                                    None                                Over $100,000
Richard J. Herring                                     None                                Over $100,000
William McClayton                                      None                                Over $100,000
Rebecca W. Rimel                                       None                                Over $100,000
William N. Searcy, Jr.                                 None                                Over $100,000
Jean Gleason Stromberg                                 None                                Over $100,000
Robert H. Wadsworth                                    None                                Over $100,000

Interested Board Member:
------------------------

Axel Schwarzer                                         None                                Over $100,000
</TABLE>

(1)      Securities  beneficially  owned as defined  under the 1934 Act  include
         direct and/or indirect ownership of securities where the Board Member's
         economic interest is tied to the securities,  employment  ownership and
         securities  when the Board Member can exert voting power,  and when the
         Board Member has  authority to sell the  securities.  The dollar ranges
         are:  None,  $1-$10,000,  $10,001-$50,000,  $50,001-$100,000  and  over
         $100,000.

Ownership in Securities of the Advisor and Related Companies

As reported to the Portfolio,  the  information in the following  table reflects
ownership by the Independent Board Members and their immediate family members of
certain  securities as of December 31, 2008.  Immediate  family members can be a
spouse,  children  residing in the same  household  including  step and adoptive
children, and any dependents.  The securities represent ownership in the Advisor
or  principal  underwriter  of the  Portfolio  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
Portfolio (including Deutsche Bank AG).

<TABLE>
<CAPTION>
                                                                                   Value of        Percent of
                                   Owner and                                     Securities on     Class on an
Independent                     Relationship to                     Title of     an Aggregate       Aggregate
Board Member                      Board Member         Company        Class          Basis            Basis
------------                      ------------         -------        -----          -----            -----

<S>     <C>    <C>    <C>    <C>    <C>    <C>
John W. Ballantine                                      None
Henry P. Becton, Jr.                                    None
Dawn-Marie Driscoll                                     None
Keith R. Fox                                            None
Paul K. Freeman                                         None
Kenneth C. Froewiss                                     None
Richard J. Herring                                      None
William McClayton                                       None
Rebecca W. Rimel                                        None
William N. Searcy, Jr.                                  None
Jean Gleason Stromberg                                  None
Robert H. Wadsworth                                     None
</TABLE>

Securities Beneficially Owned

As of July 7, 2009,  the Board  Members and  officers of the Trust  owned,  as a
group, less than 1% of the outstanding shares of the Portfolio.

To the best of the Portfolio's knowledge, as of July 7, 2009, no person owned of
record or beneficially  5% or more of any class of the  Portfolio's  outstanding
shares, except as noted below.

Money Market Portfolio
----------------------

<TABLE>
<CAPTION>
Name and Address of Investor Ownership                          Shares                      % of Total Shares
--------------------------------------                          ------                      -----------------

<S>                                                          <C>                      <C>
RIDGE CLEARING & OUTSOURCING SVCS                            54,826,875.08            100% of Capital Assets Funds
NEW YORK NY  10041-0004                                                                     Preferred Shares

RIDGE CLEARING & OUTSOURCING SVCS                           926,624,287.45            100% of Capital Assets Funds
NEW YORK NY  10041-0004                                                                          Shares

D A DAVIDSON & CO                                            3,746,587.57                 100% of Davidson Cash
TAX-EXEMPT OMNIBUS ACCT #1                                                               Equivalent Plus Shares
ATTN  BETH ANN THELEN
GREAT FALLS MT  59403-5015

D A DAVIDSON & CO                                            26,549,745.17                100% of Davidson Cash
MONEY MARKET OMNIBUS ACCT #1                                                                Equivalent Shares
ATTN  BETH ANN THELEN
GREAT FALLS MT  59403-5015

TOYOTA MOTOR CREDIT CORPORATION                             408,910,299.82            73.55% of Institutional Money
ATTN NICHOLAS RO                                                                              Market Shares
TORRANCE CA  90501-1196

LPL FINANCIAL SERVICES                                      143,190,379.36            25.76% of Institutional Money
SAN DIEGO CA  92121-1968                                                                      Market Shares

JOSEPH W SARBINOWSKI                                           10,321.31             97.57% of Institutional Select
DARIEN CT  06820-3510                                                                      Money Market Shares

LPL FINANCIAL SERVICES                                     1,708,723,340.70          93.43% of Premier Money Market
SAN DIEGO CA  92121-1968                                                                         Shares

LPL FINANCIAL SERVICES                                      213,012,831.79              60.38% of Premium Reserve
SAN DIEGO CA  92121-1968                                                                   Money Market Shares

FIDUCIARY TRUST CO INT'L AS AGENT                            40,366,000.00              11.44% of Premium Reserve
ATTN MUTUAL FUND PROCESSING                                                                Money Market Shares
ATTN CORPORATE TREASURY
NEW YORK NY  10020-2302

PENSON FINANCIAL SERVICES                                   848,249,326.83              75.31% of Service Shares
DALLAS TX  75201-4609

FIRST SOUTHWEST COMPANY                                     132,766,240.36              11.79% of Service Shares
DALLAS TX  75201-3852

PERSHING LLC FOR THE EXCLUSIVE                               71,778,611.21               6.37% of Service Shares
BENEFIT OF CUSTOMERS
JERSEY CITY NJ  07399-0001
</TABLE>

Agreement to Indemnify Independent Trustees 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 Trustees of the Affected Funds, against certain
liabilities the Independent Trustees 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 Trustees 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 Trustees ultimately would not be entitled to indemnification or (2)
for any liability of the Independent Trustees to the Portfolios or their
shareholders to which the Independent Trustee would otherwise be subject by
reason of willful misfeasance, bad faith, gross negligence or reckless disregard
of the Independent Trustee'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
Trustees 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.

                               TRUST ORGANIZATION

The Trust is an open-end, management investment company, organized as a business
trust under the laws of Massachusetts on March 2, 1990. The Trust may issue an
unlimited number of shares of beneficial interest in one or more series or
portfolios, all having no par value, which may be divided by the Board of
Trustees into classes of shares, subject to compliance with the SEC regulations
permitting the creation of separate classes of shares. The Trust is currently
composed of three series: Money Market Portfolio, Government & Agency Securities
Portfolio and Tax-Exempt Portfolio. Money Market Portfolio is currently divided
into nine classes of shares: Premium Reserve Shares, Premier Money Market
Shares, Institutional Money Market Shares, Institutional Select Money Market
Shares, Service Shares, Davidson Cash Equivalent Shares, Davidson Cash
Equivalent Plus Shares, Capital Assets Funds Shares and Capital Assets Funds
Preferred Shares. Government & Agency Securities Portfolio is divided into eight
classes of shares: DWS Government & Agency Money Fund, DWS Government Cash
Institutional Shares, Government Cash Managed Shares, Premier Money Market
Shares, Service Shares, Davidson Cash Equivalent Shares, Davidson Cash
Equivalent Plus Shares and Capital Assets Funds Shares. Tax-Exempt Portfolio is
divided into nine classes of shares: Tax-Free Investment Class, DWS Tax-Free
Money Fund Class, DWS Tax-Exempt Money Fund, Capital Assets Funds Shares,
Davidson Cash Equivalent Shares, Premier Money Market Shares, DWS Tax-Exempt
Cash Institutional Shares, Service Shares and Tax-Exempt Cash Managed Shares.

The Trustees have the authority to create additional portfolios and to designate
the relative rights and preferences as between the different portfolios. The
Trustees also may authorize the division of shares of a Portfolio into different
classes, which may bear different expenses. All shares issued and outstanding
are fully paid and non-assessable, transferable, have no pre-emptive or
conversion rights and are redeemable as described in the Portfolio's
prospectuses and SAIs. Each share has equal rights with each other share of the
same class of the Portfolio as to voting, dividends, exchanges, conversion
features and liquidation. Shareholders are entitled to one vote for each full
share held and fractional votes for fractional shares held. The Trustees may
also terminate any Portfolio or class by notice to the shareholders without
shareholder approval.

The Trust generally is not required to hold meetings of its shareholders. Under
the Agreement and Declaration of Trust, as amended ("Declaration of Trust"),
however, shareholder meetings will be held in connection with the following
matters: (a) the election or removal of trustees if a meeting is called for such
purpose; (b) the adoption of any contract for which shareholder approval is
required by the 1940 Act; (c) any termination or reorganization of the Trust to
the extent and as provided in the Declaration of Trust; (d) any amendment of the
Declaration of Trust (other than amendments changing the name of the Trust or
any Portfolio, establishing a Portfolio, supplying any omission, curing any
ambiguity or curing, correcting or supplementing any defective or inconsistent
provision thereof); and (e) such additional matters as may be required by law,
the Declaration of Trust, the By-laws of the Trust, or any registration of the
Trust with the Securities and Exchange Commission or any state, or as the
trustees may consider necessary or desirable. The shareholders also would vote
upon changes in fundamental investment objectives, policies or restrictions.

The Declaration of Trust provides that obligations of the Trust are not binding
upon the Trustees individually but only upon the property of the Trust, that the
Trustees and officers will not be liable for errors of judgment or mistakes of
fact or law, and that a Trust will indemnify its Trustees and officers against
liabilities and expenses incurred in connection with litigation in which they
may be involved because of their offices with a Trust except if it is determined
in the manner provided in the Declaration of Trust that they have not acted in
good faith in the reasonable belief that their actions were in the best
interests of the Trust. However, nothing in the Declaration of Trust protects or
indemnifies a Trustee or officer against any liability 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 their
office.

Subject to the Declaration of Trust, shareholders may remove Trustees. Each
trustee serves until the next meeting of shareholders, if any, called for the
purpose of electing Trustees and until the election and qualification of a
successor or until such Trustee sooner dies, resigns, retires or is removed by a
majority vote of the shares entitled to vote (as described below) or a majority
of the Trustees. In accordance with the 1940 Act (a) the Trust will hold a
shareholder meeting for the election of Trustees at such time as less than a
majority of the Trustees have been elected by shareholders, and (b) if, as a
result of a vacancy in the Board of Trustees, less than two-thirds of the
Trustees have been elected by the shareholders, that vacancy will be filled only
by a vote of the shareholders.

Trustees may be removed from office by a vote of the holders of a majority of
the outstanding shares at a meeting called for that purpose, which meeting shall
be held upon the written request of the holders of not less than 10% of the
outstanding shares. Upon the written request of ten or more shareholders who
have been such for at least six months and who hold shares constituting at least
1% of the outstanding shares of the Trust 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 trustee, the
Trust has undertaken to disseminate appropriate materials at the expense of the
requesting shareholders.

The Declaration of Trust provides that the presence at a shareholder meeting in
person or by proxy of at least 30% of the shares entitled to vote on a matter
shall constitute a quorum. Thus, a meeting of shareholders of the Portfolio
could take place even if less than a majority of the shareholders were
represented on its scheduled date. Shareholders would in such a case be
permitted to take action which does not require a larger vote than a majority of
a quorum, such as the election of trustees and ratification of the selection of
auditors. Some matters requiring a larger vote under the Declaration of Trust,
such as termination or reorganization of a Portfolio and certain amendments of
the Declaration of Trust, would not be affected by this provision; nor would
matters which under the 1940 Act require the vote of a "majority of the
outstanding voting securities" as defined in the 1940 Act.

The Declaration of Trust specifically authorizes the Board of Trustees to
terminate the Trust (or any Portfolio or class) by notice to the shareholders
without shareholder approval.

Under Massachusetts law, shareholders of a Massachusetts business trust could,
under certain circumstances, be held personally liable for obligations of the
Trust. The Declaration of Trust, however, disclaims shareholder liability for
acts or obligations of the Trust and requires that notice of such disclaimer be
given in each agreement, obligation, or instrument entered into or executed by
the Trust or the trustees. Moreover, the Declaration of Trust provides for
indemnification out of Trust property for all losses and expenses of any
shareholder held personally liable for the obligations of the Trust and the
Trust may be covered by insurance. Thus, the risk of a shareholder incurring
financial loss on account of shareholder liability is considered by the Advisor
remote and not material, since it is limited to circumstances in which a
disclaimer is inoperative and the Trust itself is unable to meet its
obligations.

                             PROXY VOTING GUIDELINES

The Portfolio has delegated proxy voting responsibilities to the Advisor,
subject to the Board's general oversight. The Advisor votes proxies pursuant to
the proxy voting policy and guidelines set forth in Appendix A to this SAI).

You may obtain information about how a fund voted proxies related to its
portfolio securities during the 12-month period ended June 30 by visiting the
Securities and Exchange Commission's Web site at www.sec.gov or by visiting our
Web site at: www.dws-investments.com (click on "proxy voting" at the bottom of
the page).

                              FINANCIAL STATEMENTS

The financial statements, including the portfolio of investments, of the
Portfolio, together with the Report of Independent Registered Public Accounting
Firm, Financial Highlights and notes to financial statements in the Annual
Report to the Shareholders of the Portfolio dated April 30, 2009 are
incorporated herein by reference and are hereby deemed to be a part of this SAI.

                             ADDITIONAL INFORMATION

The CUSIP number of Cash Account Trust Money Market Portfolio's Capital Assets
Funds Preferred Shares is 147539 68 8.

The Portfolio has a fiscal year end of April 30.

The Portfolio's  prospectus and this SAI omit certain  information  contained in
the  Registration  Statement  which the  Trust 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  Portfolio  and  the
securities  offered hereby.  This Registration  Statement and its amendments are
available for inspection by the public at the SEC in Washington, D.C.

                      APPENDIX A -- PROXY VOTING GUIDELINES


       Deutsche Asset Management ("AM") Proxy Voting Policy and Guidelines

I.       INTRODUCTION

AM has adopted and implemented the following policies and procedures, which it
believes are reasonably designed to ensure that proxies are voted in the best
economic interest of clients, in accordance with its fiduciary duties and local
regulation. These Proxy Voting Policies, Procedures and Guidelines shall apply
to all accounts managed by US domiciled advisers and to all US client accounts
managed by non US regional offices. Non US regional offices are required to
maintain procedures and to vote proxies as may be required by law on behalf of
their non US clients. In addition, AM's proxy policies reflect the fiduciary
standards and responsibilities for ERISA accounts.

The attached guidelines represent a set of global recommendations that were
determined by the Global Proxy Voting Sub-Committee ("the GPVSC"). These
guidelines were developed to provide AM with a comprehensive list of
recommendations that represent how AM will generally vote proxies for its
clients. The recommendations derived from the application of these guidelines
are not intended to influence the various AM legal entities either directly or
indirectly by parent or affiliated companies. In addition, the organizational
structures and documents of the various AM legal entities allows, where
necessary or appropriate, the execution by individual AM subsidiaries of the
proxy voting rights independently of any DB parent or affiliated company. This
applies in particular to non U.S. fund management companies. The individuals
that make proxy voting decisions are also free to act independently, subject to
the normal and customary supervision by the management/boards of these AM legal
entities.

II.      AM'S PROXY VOTING RESPONSIBILITIES

Proxy votes are the property of AM's advisory clients.(1) As such, AM's
authority and responsibility to vote such proxies depend upon its contractual
relationships with its clients. AM has delegated responsibility for effecting
its advisory clients' proxy votes to Institutional Shareholder Services ("ISS"),
an independent third-party proxy voting specialist. ISS votes AM's advisory
clients' proxies in accordance with AM's proxy guidelines or AM's specific
instructions. Where a client has given specific instructions as to how a proxy
should be voted, AM will notify ISS to carry out those instructions. Where no
specific instruction exists, AM will follow the procedures in voting the proxies
set forth in this document. Certain Taft-Hartley clients may direct AM to have
ISS vote their proxies in accordance with Taft Hartley voting Guidelines

_____________________

(1)      For purposes of these Policies and Procedures, "clients" refers to
         persons or entities: for which AM serves as investment adviser or
         sub-adviser; for which AM votes proxies; and that have an economic or
         beneficial ownership interest in the portfolio securities of issuers
         soliciting such proxies.

Clients may in certain instances contract with their custodial agent and notify
AM that they wish to engage in securities lending transactions. In such cases,
it is the responsibility of the custodian to deduct the number of shares that
are on loan so that they do not get voted twice.


III.     POLICIES

1.       Proxy voting activities are conducted in the best economic interest of
         clients

AM has adopted the following policies and procedures to ensure that proxies are
voted in accordance with the best economic interest of its clients, as
determined by AM in good faith after appropriate review.

2.       The Global Proxy Voting Sub-Committee

The Global Proxy Voting Sub-Committee (the "GPVSC") is an internal working group
established by the applicable AM's Investment Risk Oversight Committee pursuant
to a written charter. The GPVSC is responsible for overseeing AM's proxy voting
activities, including:

(i)    adopting, monitoring and updating guidelines, attached as Exhibit A (the
       "Guidelines"), that provide how AM will generally vote proxies pertaining
       to a comprehensive list of common proxy voting matters;

(ii)   voting proxies where (A) the issues are not covered by specific client
       instruction or the Guidelines; (B) the Guidelines specify that the issues
       are to be determined on a case-by-case basis; or (C) where an exception
       to the Guidelines may be in the best economic interest of AM's clients;
       and

(iii)  monitoring the Proxy Vendor Oversight's proxy voting activities (see
       below).

AM's Proxy Vendor Oversight, a function of AM's Operations Group, is responsible
for coordinating with ISS to administer AM's proxy voting process and for voting
proxies in accordance with any specific client instructions or, if there are
none, the Guidelines, and overseeing ISS' proxy responsibilities in this regard.

3.       Availability of Proxy Voting Policies and Procedures and proxy voting
         record

Copies of these Policies and Procedures, as they may be updated from time to
time, are made available to clients as required by law and otherwise at AM's
discretion. Clients may also obtain information on how their proxies were voted
by AM as required by law and otherwise at AM's discretion; however, AM must not
selectively disclose its investment company clients' proxy voting records. The
Proxy Vendor Oversight will make proxy voting reports available to advisory
clients upon request. The investment companies' proxy voting records will be
disclosed to shareholders by means of publicly-available annual filings of each
company's proxy voting record for 12-month periods ended June 30 (see
"Recordkeeping" below), if so required by relevant law.


IV.      PROCEDURES

The key aspects of AM's proxy voting process are as follows:

1.       The GPVSC's Proxy Voting Guidelines

The Guidelines set forth the GPVSC's standard voting positions on a
comprehensive list of common proxy voting matters. The GPVSC has developed, and
continues to update the Guidelines based on consideration of current corporate
governance principles, industry standards, client feedback, and the impact of
the matter on issuers and the value of the investments.

The GPVSC will review the Guidelines as necessary to support the best economic
interests of AM's clients and, in any event, at least annually. The GPVSC will
make changes to the Guidelines, whether as a result of the annual review or
otherwise, taking solely into account the best economic interests of clients.
Before changing the Guidelines, the GPVSC will thoroughly review and evaluate
the proposed change and the reasons therefore, and the GPVSC Chair will ask
GPVSC members whether anyone outside of the AM organization (but within Deutsche
Bank and its affiliates) or any entity that identifies itself as a AM advisory
client has requested or attempted to influence the proposed change and whether
any member has a conflict of interest with respect to the proposed change. If
any such matter is reported to the GPVSC Chair, the Chair will promptly notify
the Conflicts of Interest Management Sub-Committee (see below) and will defer
the approval, if possible. Lastly, the GPVSC will fully document its rationale
for approving any change to the Guidelines.

The Guidelines may reflect a voting position that differs from the actual
practices of the public company(ies) within the Deutsche Bank organization or of
the investment companies for which AM or an affiliate serves as investment
adviser or sponsor. Investment companies, particularly closed-end investment
companies, are different from traditional operating companies. These differences
may call for differences in voting positions on the same matter. Further, the
manner in which AM votes investment company proxies may differ from proposals
for which a AM-advised or sponsored investment company solicits proxies from its
shareholders. As reflected in the Guidelines, proxies solicited by closed-end
(and open-end) investment companies are generally voted in accordance with the
pre-determined guidelines of ISS. See Section IV.3.B.

Funds ("Underlying Funds") in which Topiary Fund Management Fund of Funds (each,
a "Fund") invest, may from time to time seek to revise their investment terms
(i.e. liquidity, fees, etc.) or investment structure. In such event, the
Underlying Funds may require approval/consent from its investors to effect the
relevant changes. Topiary Fund Management has adopted Proxy Voting Procedures
which outline the process for these approvals.

2.       Specific proxy voting decisions made by the GPVSC

The Proxy Vendor Oversight will refer to the GPVSC all proxy proposals (i) that
are not covered by specific client instructions or the Guidelines; or (ii) that,
according to the Guidelines, should be evaluated and voted on a case-by-case
basis.

Additionally, if, the Proxy Vendor Oversight, the GPVSC Chair or any member of
the GPVSC, a portfolio manager, a research analyst or a sub-adviser believes
that voting a particular proxy in accordance with the Guidelines may not be in
the best economic interests of clients, that individual may bring the matter to
the attention of the GPVSC Chair and/or the Proxy Vendor Oversight.(2)

_____________________

(2)      The Proxy Vendor Oversight generally monitors upcoming proxy
         solicitations for heightened attention from the press or the industry
         and for novel or unusual proposals or circumstances, which may prompt
         the Proxy Vendor Oversight to bring the solicitation to the attention
         of the GPVSC Chair. AM portfolio managers, AM research analysts and
         sub-advisers also may bring a particular proxy vote to the attention of
         the GPVSC Chair, as a result of their ongoing monitoring of portfolio
         securities held by advisory clients and/or their review of the periodic
         proxy voting record reports that the GPVSC Chair distributes to AM
         portfolio managers and AM research analysts.

If the Proxy Vendor Oversight refers a proxy proposal to the GPVSC or the GPVSC
determines that voting a particular proxy in accordance with the Guidelines is
not in the best economic interests of clients, the GPVSC will evaluate and vote
the proxy, subject to the procedures below regarding conflicts.

The GPVSC endeavors to hold meetings to decide how to vote particular proxies
sufficiently before the voting deadline so that the procedures below regarding
conflicts can be completed before the GPVSC's voting determination.

3.       Certain proxy votes may not be cast

In some cases, the GPVSC may determine that it is in the best economic interests
of its clients not to vote certain proxies. If the conditions below are met with
regard to a proxy proposal, AM will abstain from voting:

o        Neither the Guidelines nor specific client instructions cover an issue;

o        ISS does not make a recommendation on the issue;

o        The GPVSC cannot convene on the proxy proposal at issue to make a
         determination as to what would be in the client's best interest. (This
         could happen, for example, if the Conflicts of Interest Management
         Sub-committee found that there was a material conflict or if despite
         all best efforts being made, the GPVSC quorum requirement could not be
         met).

In addition, it is AM's policy not to vote proxies of issuers subject to laws of
those jurisdictions that impose restrictions upon selling shares after proxies
are voted, in order to preserve liquidity. In other cases, it may not be
possible to vote certain proxies, despite good faith efforts to do so. For
example, some jurisdictions do not provide adequate notice to shareholders so
that proxies may be voted on a timely basis. Voting rights on securities that
have been loaned to third-parties transfer to those third-parties, with loan
termination often being the only way to attempt to vote proxies on the loaned
securities. Lastly, the GPVSC may determine that the costs to the client(s)
associated with voting a particular proxy or group of proxies outweighs the
economic benefits expected from voting the proxy or group of proxies.

The Proxy Vendor Oversight will coordinate with the GPVSC Chair regarding any
specific proxies and any categories of proxies that will not or cannot be voted.
The reasons for not voting any proxy shall be documented.

4.       Conflict of Interest Procedures

A. Procedures to Address Conflicts of Interest and Improper Influence

Overriding Principle. In the limited circumstances where the GPVSC votes
proxies,(3) the GPVSC will vote those proxies in accordance with what it, in
good faith, determines to be the best economic interests of AM's clients.(4)

_____________________

(3)      As mentioned above, the GPVSC votes proxies (i) where neither a
         specific client instruction nor a Guideline directs how the proxy
         should be voted, (ii) where the Guidelines specify that an issue is to
         be determined on a case by case basis or (iii) where voting in
         accordance with the Guidelines may not be in the best economic
         interests of clients.

(4)      The Proxy Vendor Oversight, who serves as the non-voting secretary of
         the GPVSC, may receive routine calls from proxy solicitors and other
         parties interested in a particular proxy vote. Any contact that
         attempts to exert improper pressure or influence shall be reported to
         the Conflicts of Interest Management Sub-Committee.

Independence of the GPVSC. As a matter of Compliance policy, the GPVSC and the
Proxy Vendor Oversight are structured to be independent from other parts of
Deutsche Bank. Members of the GPVSC and the employee responsible for Proxy
Vendor Oversight are employees of AM. As such, they may not be subject to the
supervision or control of any employees of Deutsche Bank Corporate and
Investment Banking division ("CIB"). Their compensation cannot be based upon
their contribution to any business activity outside of AM without prior approval
of Legal and Compliance. They can have no contact with employees of Deutsche
Bank outside of the Private Client and Asset Management division ("PCAM")
regarding specific clients, business matters or initiatives without the prior
approval of Legal and Compliance. They furthermore may not discuss proxy votes
with any person outside of AM (and within AM only on a need to know basis).

Conflict Review Procedures. There will be a committee (the "Conflicts of
Interest Management Sub-Committee") established within AM that will monitor for
potential material conflicts of interest in connection with proxy proposals that
are to be evaluated by the GPVSC. Promptly upon a determination that a vote
shall be presented to the GPVSC, the GPVSC Chair shall notify the Conflicts of
Interest Management Sub-Committee. The Conflicts of Interest Management
Sub-Committee shall promptly collect and review any information deemed
reasonably appropriate to evaluate, in its reasonable judgment, if AM or any
person participating in the proxy voting process has, or has the appearance of,
a material conflict of interest. For the purposes of this policy, a conflict of
interest shall be considered "material" to the extent that a reasonable person
could expect the conflict to influence, or appear to influence, the GPVSC's
decision on the particular vote at issue. GPVSC should provide the Conflicts of
Interest Management Sub-Committee a reasonable amount of time (no less than 24
hours) to perform all necessary and appropriate reviews. To the extent that a
conflicts review can not be sufficiently completed by the Conflicts of Interest
Management Sub-Committee the proxies will be voted in accordance with the
standard guidelines.

The information considered by the Conflicts of Interest Management Sub-Committee
may include without limitation information regarding (i) AM client
relationships; (ii) any relevant personal conflict known by the Conflicts of
Interest Management Sub-Committee or brought to the attention of that
sub-committee; (iii) and any communications with members of the GPVSC (or anyone
participating or providing information to the GPVSC) and any person outside of
the AM organization (but within Deutsche Bank and its affiliates) or any entity
that identifies itself as a AM advisory client regarding the vote at issue. In
the context of any determination, the Conflicts of Interest Management
Sub-Committee may consult with, and shall be entitled to rely upon, all
applicable outside experts, including legal counsel.

Upon completion of the investigation, the Conflicts of Interest Management
Sub-Committee will document its findings and conclusions. If the Conflicts of
Interest Management Sub-Committee determines that (i) AM has a material conflict
of interest that would prevent it from deciding how to vote the proxies
concerned without further client consent or (ii) certain individuals should be
recused from participating in the proxy vote at issue, the Conflicts of Interest
Management Sub-Committee will so inform the GPVSC chair.

If notified that AM has a material conflict of interest as described above, the
GPVSC chair will obtain instructions as to how the proxies should be voted
either from (i) if time permits, the effected clients, or (ii) in accordance
with the standard guidelines. If notified that certain individuals should be
recused from the proxy vote at issue, the GPVSC Chair shall do so in accordance
with the procedures set forth below.

Note: Any AM employee who becomes aware of a potential, material conflict of
interest in respect of any proxy vote to be made on behalf of clients shall
notify Compliance. Compliance shall call a meeting of the conflict review
committee to evaluate such conflict and determine a recommended course of
action.

Procedures to be followed by the GPVSC. At the beginning of any discussion
regarding how to vote any proxy, the GPVSC Chair (or his or her delegate) will
inquire as to whether any GPVSC member (whether voting or ex officio) or any
person participating in the proxy voting process has a personal conflict of
interest or has actual knowledge of an actual or apparent conflict that has not
been reported to the Conflicts of Interest Management Sub-Committee.

The GPVSC Chair also will inquire of these same parties whether they have actual
knowledge regarding whether any director, officer or employee outside of the AM
organization (but within Deutsche Bank and its affiliates) or any entity that
identifies itself as a AM advisory client, has: (i) requested that AM, the Proxy
Vendor Oversight (or any member thereof) or a GPVSC member vote a particular
proxy in a certain manner; (ii) attempted to influence AM, the Proxy Vendor
Oversight (or any member thereof), a GPVSC member or any other person in
connection with proxy voting activities; or (iii) otherwise communicated with a
GPVSC member or any other person participating or providing information to the
GPVSC regarding the particular proxy vote at issue, and which incident has not
yet been reported to the Conflicts of Interest Management Sub- Committee.

If any such incidents are reported to the GPVSC Chair, the Chair will promptly
notify the Conflicts of Interest Management Sub-Committee and, if possible, will
delay the vote until the Conflicts of Interest Management Sub-Committee can
complete the conflicts report. If a delay is not possible, the Conflicts of
Interest Management Sub-Committee will instruct the GPVSC whether anyone should
be recused from the proxy voting process, or whether AM should vote the proxy in
accordance with the standard guidelines, seek instructions as to how to vote the
proxy at issue from ISS or, if time permits, the effected clients. These
inquiries and discussions will be properly reflected in the GPVSC's minutes.

Duty to Report. Any AM employee, including any GPVSC member (whether voting or
ex officio), that is aware of any actual or apparent conflict of interest
relevant to, or any attempt by any person outside of the AM organization (but
within Deutsche Bank and its affiliates) or any entity that identifies itself as
a AM advisory client to influence, how AM votes its proxies has a duty to
disclose the existence of the situation to the GPVSC Chair (or his or her
designee) and the details of the matter to the Conflicts of Interest Management
Sub-Committee. In the case of any person participating in the deliberations on a
specific vote, such disclosure should be made before engaging in any activities
or participating in any discussion pertaining to that vote.

Recusal of Members. The GPVSC will recuse from participating in a specific proxy
vote any GPVSC members (whether voting or ex officio) and/or any other person
who (i) are personally involved in a material conflict of interest; or (ii) who,
as determined by the Conflicts of Interest Management Sub-Committee, have actual
knowledge of a circumstance or fact that could effect their independent
judgment, in respect of such vote. The GPVSC will also exclude from
consideration the views of any person (whether requested or volunteered) if the
GPVSC or any member thereof knows, or if the Conflicts of Interest Management
Sub-Committee has determined, that such other person has a material conflict of
interest with respect to the particular proxy, or has attempted to influence the
vote in any manner prohibited by these policies.

If, after excluding all relevant GPVSC voting members pursuant to the paragraph
above, there are three or more GPVSC voting members remaining, those remaining
GPVSC members will determine how to vote the proxy in accordance with these
Policies and Procedures. If there are fewer than three GPVSC voting members
remaining, the GPVSC Chair will vote the proxy in accordance with the standard
guidelines, will obtain instructions as to how to have the proxy voted from, if
time permits, the effected clients and otherwise from ISS.

B.       Investment Companies and Affiliated Public Companies

Investment Companies. As reflected in the Guidelines, all proxies solicited by
open-end and closed-end investment companies are voted in accordance with the
pre-determined guidelines of ISS, unless the investment company client directs
AM to vote differently on a specific proxy or specific categories of proxies.
However, regarding investment companies for which AM or an affiliate serves as
investment adviser or principal underwriter, such proxies are voted in the same
proportion as the vote of all other shareholders (i.e., "mirror" or "echo"
voting). Master fund proxies solicited from feeder funds are voted in accordance
with applicable provisions of Section 12 of the Investment Company Act of 1940.

Subject to participation agreements with certain Exchange Traded Funds ("ETF")
issuers that have received exemptive orders from the U.S. Securities and
Exchange Commission allowing investing DWS funds to exceed the limits set forth
in Section 12(d)(1)(A) and (B) of the Investment Company Act of 1940, DeAM will
echo vote proxies for ETFs in which Deutsche Bank holds more than 25% of
outstanding voting shares globally when required to do so by participation
agreements and SEC orders.

Affiliated Public Companies. For proxies solicited by non-investment company
issuers of or within the Deutsche Bank organization, e.g., Deutsche bank itself,
these proxies will be voted in the same proportion as the vote of other
shareholders (i.e., "mirror" or "echo" voting).

Note: With respect to the QP Trust (not registered under the Investment Company
Act of 1940), the Fund is not required to engage in echo voting and the
investment adviser will use these Guidelines, and may determine, with respect to
the QP Trust, to vote contrary to the positions in the Guidelines, consistent
with the Fund's best interest.

C.       Other Procedures That Limit Conflicts of Interest

AM and other entities in the Deutsche Bank organization have adopted a number of
policies, procedures and internal controls that are designed to avoid various
conflicts of interest, including those that may arise in connection with proxy
voting, including:

o        Deutsche Bank Americas Restricted Activities Policy. This policy
         provides for, among other things, independence of AM employees from
         CIB, and information barriers between AM and other affiliates.
         Specifically, no AM employee may be subject to the supervision or
         control of any employee of CIB. No AM employee shall have his or her
         compensation based upon his or her contribution to any business
         activity within the Bank outside of the business of AM, without the
         prior approval of Legal or Compliance. Further, no employee of CIB
         shall have any input into the compensation of a AM employee without the
         prior approval of Legal or Compliance. Under the information barriers
         section of this policy, as a general rule, AM employees who are
         associated with the investment process should have no contact with
         employees of Deutsche Bank or its affiliates, outside of PCAM,
         regarding specific clients, business matters, or initiatives. Further,
         under no circumstances should proxy votes be discussed with any
         Deutsche Bank employee outside of AM (and should only be discussed on a
         need-to-know basis within AM).

Other relevant internal policies include the Deutsche Bank Americas Code of
Professional Conduct, the Deutsche Asset Management Information Sharing
Procedures, the Deutsche Asset Management Code of Ethics, the Sarbanes-Oxley
Senior Officer Code of Ethics, and the Deutsche Bank Group Code of Conduct. The
GPVSC expects that these policies, procedures and internal controls will greatly
reduce the chance that the GPVSC (or, its members) would be involved in, aware
of or influenced by, an actual or apparent conflict of interest.


V.       RECORDKEEPING

At a minimum, the following types of records must be properly maintained and
readily accessible in order to evidence compliance with this policy.

o        AM will maintain a record of each vote cast by AM that includes among
         other things, company name, meeting date, proposals presented, vote
         cast and shares voted.

o        The Proxy Vendor Oversight maintains records for each of the proxy
         ballots it votes. Specifically, the records include, but are not
         limited to:

         -        The proxy statement (and any additional solicitation
                  materials) and relevant portions of annual statements.

         -        Any additional information considered in the voting process
                  that may be obtained from an issuing company, its agents or
                  proxy research firms.

         -        Analyst worksheets created for stock option plan and share
                  increase analyses.

         -        Proxy Edge print-screen of actual vote election.

o        AM will retain these Policies and Procedures and the Guidelines; will
         maintain records of client requests for proxy voting information; and
         will retain any documents the Proxy Vendor Oversight or the GPVSC
         prepared that were material to making a voting decision or that
         memorialized the basis for a proxy voting decision.

o        The GPVSC also will create and maintain appropriate records documenting
         its compliance with these Policies and Procedures, including records of
         its deliberations and decisions regarding conflicts of interest and
         their resolution.

o        With respect to AM's investment company clients, ISS will create and
         maintain records of each company's proxy voting record for 12-month
         periods ended June 30. AM will compile the following information for
         each matter relating to a portfolio security considered at any
         shareholder meeting held during the period covered by the report and
         with respect to which the company was entitled to vote:

         -        The name of the issuer of the portfolio security;

         -        The exchange ticker symbol of the portfolio security (if
                  symbol is available through reasonably practicable means);

         -        The Council on Uniform Securities Identification Procedures
                  number for the portfolio security (if the number is available
                  through reasonably practicable means);

         -        The shareholder meeting date;

         -        A brief identification of the matter voted on;

         -        Whether the matter was proposed by the issuer or by a security
                  holder;

         -        Whether the company cast its vote on the matter;

         -        How the company cast its vote (e.g., for or against proposal,
                  or abstain; for or withhold regarding election of directors);
                  and

         -        Whether the company cast its vote for or against management.

Note: This list is intended to provide guidance only in terms of the records
that must be maintained in accordance with this policy. In addition, please note
that records must be maintained in accordance with the applicable AM Records
Management Policy.

With respect to electronically stored records, "properly maintained" is defined
as complete, authentic (unalterable) usable and backed-up. At a minimum, records
should be retained for a period of not less than six years (or longer, if
necessary to comply with applicable regulatory requirements), the first three
years in an appropriate AM office.


VI.      THE GPVSC'S OVERSIGHT ROLE

In addition to adopting the Guidelines and making proxy voting decisions on
matters referred to it as set forth above, the GPVSC will monitor the proxy
voting process by reviewing summary proxy information presented by ISS. The
GPVSC will use this review process to determine, among other things, whether any
changes should be made to the Guidelines. This review will take place at least
quarterly and will be documented in the GPVSC's minutes.


Attachment A - Global Proxy Voting Guidelines







                            Deutsche Asset Management

                         Global Proxy Voting Guidelines



                             As Amended October 2008


                                [GRAPHIC OMITTED]
Table of contents

I        Board Of Directors And Executives

         A        Election Of Directors

         B        Classified Boards Of Directors

         C        Board And Committee Independence

         D        Liability And Indemnification Of Directors

         E        Qualifications Of Directors

         F        Removal Of Directors And Filling Of Vacancies

         G        Proposals To Fix The Size Of The Board

         H        Proposals to Restrict Chief Executive Officer's Service on

                  Multiple Boards

         I        Proposals to Restrict Supervisory Board Members Service on

                  Multiple Boards

         J        Proposals to Establish Audit Committees

II       Capital Structure

         A        Authorization Of Additional Shares

         B        Authorization Of "Blank Check" Preferred Stock

         C        Stock Splits/Reverse Stock Splits

         D        Dual Class/Supervoting Stock

         E        Large Block Issuance

         F        Recapitalization Into A Single Class Of Stock

         G        Share Repurchases

         H        Reductions In Par Value

III      Corporate Governance Issues

         A        Confidential Voting

         B        Cumulative Voting

         C        Supermajority Voting Requirements

         D        Shareholder Right To Vote

IV       Compensation

         A        Establishment of a Remuneration Committee

         B        Executive And Director Stock Option Plans

         C        Employee Stock Option/Purchase Plans

         D        Golden Parachutes

         E        Proposals To Limit Benefits Or Executive Compensation

         F        Option Expensing

         G        Management board election and motion

         H        Remuneration (variable pay)

         I        Long-term incentive plans

         J        Shareholder Proposals Concerning "Pay For Superior
                  Performance"

         K        Executive Compensation Advisory

V        Anti-Takeover Related Issues

         A        Shareholder Rights Plans ("Poison Pills")

         B        Reincorporation

         C        Fair-Price Proposals

         D        Exemption From State Takeover Laws

         E        Non-Financial Effects Of Takeover Bids

VI       Mergers & Acquisitions

VII      Social & Political Issues

         A        Labor & Human Rights

         B        Diversity & Equality

         C        Health & Safety

         D        Government/Military

         E        Tobacco

VIII     Environmental Issues

IX       Miscellaneous Items

         A        Ratification Of Auditors

         B        Limitation Of Non-Audit Services Provided By Independent
                  Auditor

         C        Audit Firm Rotation

         D        Transaction Of Other Business

         E        Motions To Adjourn The Meeting

         F        Bundled Proposals

         G        Change Of Company Name

         H        Proposals Related To The Annual Meeting

         I        Reimbursement Of Expenses Incurred From Candidate Nomination

         J        Investment Company Proxies

         K        International Proxy Voting


These Guidelines may reflect a voting position that differs from the actual
practices of the public company (ies) within the Deutsche Bank organization or
of the investment companies for which AM or an affiliate serves as investment
adviser or sponsor.

NOTE: Because of the unique structure and regulatory scheme applicable to
closed-end investment companies, the voting guidelines (particularly those
related to governance issues) generally will be inapplicable to holdings of
closed-end investment companies. As a result, determinations on the appropriate
voting recommendation for closed-end investment company shares will be made on a
case-by-case basis.


I.       Board of Directors and Executives

A.       Election of Directors

Routine: AM Policy is to vote "for" the uncontested election of directors. Votes
for a director in an uncontested election will be withheld in cases where a
director has shown an inability to perform his/her duties in the best interests
of the shareholders.

Proxy contest: In a proxy contest involving election of directors, a
case-by-case voting decision will be made based upon analysis of the issues
involved and the merits of the incumbent and dissident slates of directors. AM
will incorporate the decisions of a third party proxy research vendor,
currently, Institutional Shareholder Services ("ISS") subject to review by the
Proxy Voting Sub-Committee (GPVSC) as set forth in the AM's Proxy Voting
Policies and Procedures.

Rationale: The large majority of corporate directors fulfill their fiduciary
obligation and in most cases support for management's nominees is warranted. As
the issues relevant to a contested election differ in each instance, those cases
must be addressed as they arise.

B.       Classified Boards of Directors

AM policy is to vote against proposals to classify the board and for proposals
to repeal classified boards and elect directors annually.

Rationale: Directors should be held accountable on an annual basis. By
entrenching the incumbent board, a classified board may be used as an
anti-takeover device to the detriment of the shareholders in a hostile take-over
situation.

C.       Board and Committee Independence

AM policy is to vote:

1.       "For" proposals that require that a certain percentage (majority up to
         66 2/3%) of members of a board of directors be comprised of independent
         or unaffiliated directors.

2.       "For" proposals that require all members of a company's compensation,
         audit, nominating, or other similar committees be comprised of
         independent or unaffiliated directors.

3.       "Against" shareholder proposals to require the addition of special
         interest, or constituency, representatives to boards of directors.

4.       "For" separation of the Chairman and CEO positions.

5.       "Against" proposals that require a company to appoint a Chairman who is
         an independent director.

Rationale: Board independence is a cornerstone of effective governance and
accountability. A board that is sufficiently independent from management assures
that shareholders' interests are adequately represented. However, the Chairman
of the board must have sufficient involvement in and experience with the
operations of the company to perform the functions required of that position and
lead the company.

No director qualifies as 'independent' unless the board of directors
affirmatively determines that the director has no material relationship with the
listed company (either directly or as a partner, shareholder or officer of an
organization that has a relationship with the company).

Whether a director is in fact not "independent" will depend on the laws and
regulations of the primary market for the security and the exchanges, if any, on
which the security trades.

D.       Liability and Indemnification of Directors

AM policy is to vote "for" management proposals to limit directors' liability
and to broaden the indemnification of directors, unless broader indemnification
or limitations on directors' liability would effect shareholders' interests in
pending litigation.

Rationale: While shareholders want directors and officers to be responsible for
their actions, it is not in the best interests of the shareholders for them to
be to risk averse. If the risk of personal liability is too great, companies may
not be able to find capable directors willing to serve. We support expanding
coverage only for actions taken in good faith and not for serious violations of
fiduciary obligation or negligence.

E.       Qualifications of Directors

AM policy is to follow management's recommended vote on either management or
shareholder proposals that set retirement ages for directors or require specific
levels of stock ownership by directors.

Rationale: As a general rule, the board of directors, and not the shareholders,
is most qualified to establish qualification policies.

F.       Removal of Directors and Filling of Vacancies

AM policy is to vote "against" proposals that include provisions that directors
may be removed only for cause or proposals that include provisions that only
continuing directors may fill board vacancies.

Rationale: Differing state statutes permit removal of directors with or without
cause. Removal of directors for cause usually requires proof of self-dealing,
fraud or misappropriation of corporate assets, limiting shareholders' ability to
remove directors except under extreme circumstances. Removal without cause
requires no such showing.

Allowing only incumbent directors to fill vacancies can serve as an
anti-takeover device, precluding shareholders from filling the board until the
next regular election.

G.       Proposals to Fix the Size of the Board

AM policy is to vote:

1.       "For" proposals to fix the size of the board unless: (a) no specific
         reason for the proposed change is given; or (b) the proposal is part of
         a package of takeover defenses.

2.       "Against" proposals allowing management to fix the size of the board
         without shareholder approval.

Rationale: Absent danger of anti-takeover use, companies should be granted a
reasonable amount of flexibility in fixing the size of its board.

H.       Proposals to Restrict Chief Executive Officer's Service on Multiple
         Boards

AM policy is to vote "For" proposals to restrict a Chief Executive Officer from
serving on more than three outside boards of directors.

Rationale: Chief Executive Officer must have sufficient time to ensure that
shareholders' interests are represented adequately.

Note: A director's service on multiple closed-end fund boards within a fund
complex are treated as service on a single Board for the purpose of the proxy
voting guidelines.

I.       Proposals to Restrict Supervisory Board Members Service on Multiple
         Boards (For FFT Securities)

AM policy is to vote "for" proposals to restrict a Supervisory Board Member from
serving on more than five supervisory boards.

Rationale: We consider a strong, independent and knowledgeable supervisory board
as important counter-balance to executive management to ensure that the
interests of shareholders are fully reflected by the company.

Full information should be disclosed in the annual reports and accounts to allow
all shareholders to judge the success of the supervisory board controlling their
company.

Supervisory Board Member must have sufficient time to ensure that shareholders'
interests are represented adequately.

Note: A director's service on multiple closed-end fund boards within a fund
complex are treated as service on a single Board for the purpose of the proxy
voting guidelines.

J.       Proposals to Establish Audit Committees (For FFT and U.S. Securities)
         AM policy is to vote "for" proposals that require the establishment of
         audit committees.

Rationale: The audit committee should deal with accounting and risk management
related questions, verifies the independence of the auditor with due regard to
possible conflicts of interest. It also should determine the procedure of the
audit process.


II.      Capital Structure

A.       Authorization of Additional Shares (For U.S. Securities)

AM policy is to vote "for" proposals to increase the authorization of existing
classes of stock that do not exceed a 3:1 ratio of shares authorized to shares
outstanding for a large cap company, and do not exceed a 4:1 ratio of shares
authorized to shares outstanding for a small-midcap company (companies having a
market capitalization under one billion U.S. dollars.).

Rationale: While companies need an adequate number of shares in order to carry
on business, increases requested for general financial flexibility must be
limited to protect shareholders from their potential use as an anti-takeover
device. Requested increases for specifically designated, reasonable business
purposes (stock split, merger, etc.) will be considered in light of those
purposes and the number of shares required.

B.       Authorization of "Blank Check" Preferred Stock (For U.S. Securities)

AM policy is to vote:

1.   "Against" proposals to create blank check preferred stock or to increase
     the number of authorized shares of blank check preferred stock unless the
     company expressly states that the stock will not be used for anti-takeover
     purposes and will not be issued without shareholder approval.

2.   "For" proposals mandating shareholder approval of blank check stock
     placement.

Rationale: Shareholders should be permitted to monitor the issuance of classes
of preferred stock in which the board of directors is given unfettered
discretion to set voting, dividend, conversion and other rights for the shares
issued.

C.       Stock Splits/Reverse Stock Splits

AM policy is to vote "for" stock splits if a legitimate business purpose is set
forth and the split is in the shareholders' best interests. A vote is cast "for"
a reverse stock split only if the number of shares authorized is reduced in the
same proportion as the reverse split or if the effective increase in authorized
shares (relative to outstanding shares) complies with the proxy guidelines for
common stock increases (see, Section II.A, above.)

Rationale: Generally, stock splits do not detrimentally effect shareholders.
Reverse stock splits, however, may have the same result as an increase in
authorized shares and should be analyzed accordingly.

D.       Dual Class/Supervoting Stock

AM policy is to vote "against" proposals to create or authorize additional
shares of super-voting stock or stock with unequal voting rights.

Rationale: The "one share, one vote" principal ensures that no shareholder
maintains a voting interest exceeding their equity interest in the company.

E.       Large Block Issuance (For U.S. Securities)

AM policy is to address large block issuances of stock on a case-by-case basis,
incorporating the recommendation of an independent third party proxy research
firm (currently ISS) subject to review by the GPVSC as set forth in AM's Proxy
Policies and Procedures.

Additionally, AM supports proposals requiring shareholder approval of large
block issuances.

Rationale: Stock issuances must be reviewed in light of the business
circumstances leading to the request and the potential impact on shareholder
value.

F.       Recapitalization into a Single Class of Stock

AM policy is to vote "for" recapitalization plans to provide for a single class
of common stock, provided the terms are fair, with no class of stock being
unduly disadvantaged.

Rationale: Consolidation of multiple classes of stock is a business decision
that may be left to the board and/management if there is no adverse effect on
shareholders.

G.       Share Repurchases

AM policy is to vote "for" share repurchase plans provided all shareholders are
able to participate on equal terms.

Rationale: Buybacks are generally considered beneficial to shareholders because
they tend to increase returns to the remaining shareholders.

H.       Reductions in Par Value

AM policy is to vote "for" proposals to reduce par value, provided a legitimate
business purpose is stated (e.g., the reduction of corporate tax
responsibility.)

Rationale: Usually, adjustments to par value are a routine financial decision
with no substantial impact on shareholders.


III.     Corporate Governance Issues

A.       Confidential Voting

AM policy is to vote "for" proposals to provide for confidential voting and
independent tabulation of voting results and to vote "against" proposals to
repeal such provisions.

Rationale: Confidential voting protects the privacy rights of all shareholders.
This is particularly important for employee-shareholders or shareholders with
business or other affiliations with the company, who may be vulnerable to
coercion or retaliation when opposing management. Confidential voting does not
interfere with the ability of corporations to communicate with all shareholders,
nor does it prohibit shareholders from making their views known directly to
management.

B.       Cumulative Voting (For U.S. Securities)

AM policy is to vote "against" shareholder proposals requesting cumulative
voting and "for" management proposals to eliminate it. The protections afforded
shareholders by cumulative voting are not necessary when a company has a history
of good performance and does not have a concentrated ownership interest.
Accordingly, a vote is cast "against" cumulative voting and "for" proposals to
eliminate it if:

a)       The company has a five year return on investment greater than the
         relevant industry index,

b)       All directors and executive officers as a group beneficially own less
         than 10% of the outstanding stock, and

c)       No shareholder (or voting block) beneficially owns 15% or more of the
         company.

Thus, failure of any one of the three criteria results in a vote for cumulative
voting in accordance with the general policy.

Rationale: Cumulative voting is a tool that should be used to ensure that
holders of a significant number of shares may have board representation;
however, the presence of other safeguards may make their use unnecessary.

C.       Supermajority Voting Requirements

AM policy is to vote "against" management proposals to require a supermajority
vote to amend the charter or bylaws and to vote "for" shareholder proposals to
modify or rescind existing supermajority requirements.

*Exception made when company holds a controlling position and seeks to lower
threshold to maintain control and/or make changes to corporate by-laws.

Rationale: Supermajority voting provisions violate the democratic principle that
a simple majority should carry the vote. Setting supermajority requirements may
make it difficult or impossible for shareholders to remove egregious by-law or
charter provisions. Occasionally, a company with a significant insider held
position might attempt to lower a supermajority threshold to make it easier for
management to approve provisions that may be detrimental to shareholders. In
that case, it may not be in the shareholders interests to lower the
supermajority provision.

D.       Shareholder Right to Vote

AM policy is to vote "against" proposals that restrict the right of shareholders
to call special meetings, amend the bylaws, or act by written consent. Policy is
to vote "for" proposals that remove such restrictions.

Rationale: Any reasonable means whereby shareholders can make their views known
to management or effect the governance process should be supported.


IV.      Compensation

Annual Incentive Plans or Bonus Plans are often submitted to shareholders for
approval. These plans typically award cash to executives based on company
performance. Deutsche Bank believes that the responsibility for executive
compensation decisions rest with the board of directors and/or the compensation
committee, and its policy is not to second-guess the board's award of cash
compensation amounts to executives unless a particular award or series of awards
is deemed excessive. If stock options are awarded as part of these bonus or
incentive plans, the provisions must meet Deutsche Bank's criteria regarding
stock option plans, or similar stock-based incentive compensation schemes, as
set forth below.

A.       Establishment of a Remuneration Committee (For FFT Securities)

AM policy is to vote "for" proposals that require the establishment of a
remuneration committee.

Rationale: Corporations should disclose in each annual report or proxy statement
their policies on remuneration. Essential details regarding executive
remuneration including share options, long-term incentive plans and bonuses,
should be disclosed in the annual report, so that investors can judge whether
corporate pay policies and practices meet the standard.

The remuneration committee shall not comprise any board members and should be
sensitive to the wider scene on executive pay. It should ensure that
performance-based elements of executive pay are designed to align the interests
of shareholders.

B.       Executive and Director Stock Option Plans

AM policy is to vote "for" stock option plans that meet the following criteria:

(1)      The resulting dilution of existing shares is less than (a) 15 percent
         of outstanding shares for large capital corporations or (b) 20 percent
         of outstanding shares for small-mid capital companies (companies having
         a market capitalization under one billion U.S. dollars.)

(2)      The transfer of equity resulting from granting options at less than FMV
         is no greater than 3% of the over-all market capitalization of large
         capital corporations, or 5% of market cap for small-mid capital
         companies.

(3)      The plan does not contain express repricing provisions and, in the
         absence of an express statement that options will not be repriced; the
         company does not have a history of repricing options.

(4)      The plan does not grant options on super-voting stock.

AM will support performance-based option proposals as long as a) they do not
mandate that all options granted by the company must be performance based, and
b) only certain high-level executives are subject to receive the performance
based options.

AM will support proposals to eliminate the payment of outside director pensions.

Rationale: Determining the cost to the company and to shareholders of
stock-based incentive plans raises significant issues not encountered with
cash-based compensation plans. These include the potential dilution of existing
shareholders' voting power, the transfer of equity out of the company resulting
from the grant and execution of options at less than FMV and the authority to
reprice or replace underwater options. Our stock option plan analysis model
seeks to allow reasonable levels of flexibility for a company yet still protect
shareholders from the negative impact of excessive stock compensation.
Acknowledging that small mid-capital corporations often rely more heavily on
stock option plans as their main source of executive compensation and may not be
able to compete with their large capital competitors with cash compensation, we
provide slightly more flexibility for those companies.

C.       Employee Stock Option/Purchase Plans

AM policy is to vote for employee stock purchase plans (ESPP's) when the plan
complies with Internal Revenue Code 423, allowing non-management employees to
purchase stock at 85% of FMV.

AM policy is to vote "for" employee stock option plans (ESOPs) provided they
meet the standards for stock option plans in general. However, when computing
dilution and transfer of equity, ESOPs are considered independently from
executive and director option plans.

Rationale: ESOPs and ESPP's encourage rank-and-file employees to acquire an
ownership stake in the companies they work for and have been shown to promote
employee loyalty and improve productivity.

D.       Golden Parachutes

AM policy is to vote "for" proposals to require shareholder approval of golden
parachutes and for proposals that would limit golden parachutes to no more than
three times base compensation. Policy is to vote "against" more restrictive
shareholder proposals to limit golden parachutes.

Rationale: In setting a reasonable limitation, AM considers that an effective
parachute should be less attractive than continued employment and that the IRS
has opined that amounts greater than three times annual salary, are excessive.

E.       Proposals to Limit Benefits or Executive Compensation

AM policy is to vote "against"

1.   Proposals to limit benefits, pensions or compensation and

2.   Proposals that request or require disclosure of executive compensation
     greater than the disclosure required by Securities and Exchange Commission
     (SEC) regulations.

Rationale: Levels of compensation and benefits are generally considered to be
day-to-day operations of the company, and are best left unrestricted by
arbitrary limitations proposed by shareholders.

F.       Option Expensing

AM policy is to support proposals requesting companies to expense stock options.

Rationale: Although companies can choose to expense options voluntarily, the
Financial Accounting Standards Board (FASB) does not yet require it, instead
allowing companies to disclose the theoretical value of options as a footnote.
Because the expensing of stock options lowers earnings, most companies elect not
to do so. Given the fact that options have become an integral component of
compensation and their exercise results in a transfer of shareholder value, AM
agrees that their value should not be ignored and treated as "no cost"
compensation. The expensing of stock options would promote more modest and
appropriate use of stock options in executive compensation plans and present a
more accurate picture of company operational earnings.

G.        Management board election and motion (For FFT Securities)

AM policy is to vote "against":

o        the election of board members with positions on either remuneration or
         audit committees;

o        the election of supervisory board members with too many supervisory
         board mandates;

o        "automatic" election of former board members into the supervisory
         board.

Rationale: Management as an entity, and each of its members, are responsible for
all actions of the company, and are - subject to applicable laws and regulations
- accountable to the shareholders as a whole for their actions.

Sufficient information should be disclosed in the annual company report and
account to allow shareholders to judge the success of the company.

H.       Remuneration (variable pay): (For FFT Securities)

Executive remuneration for Management Board

AM policy is to vote "for" remuneration for Management Board that is transparent
and linked to results.

Rationale: Executive compensation should motivate management and align the
interests of management with the shareholders. The focus should be on criteria
that prevent excessive remuneration; but enable the company to hire and retain
first-class professionals.

Shareholder interests are normally best served when management is remunerated to
optimise long-term returns. Criteria should include suitable measurements like
return on capital employed or economic value added.

Interests should generally also be correctly aligned when management own shares
in the company - even more so if these shares represent a substantial portion of
their own wealth.

Its disclosure shall differentiate between fixed pay, variable (performance
related) pay and long-term incentives, including stock option plans with
valuation ranges as well as pension and any other significant arrangements.

Executive remuneration for Supervisory Board

AM policy is to vote "for" remuneration for Supervisory Board that is at least
50% in fixed form.

Rationale: It would normally be preferable if performance linked compensation
were not based on dividend payments, but linked to suitable result based
parameters. Consulting and procurement services should also be published in the
company report.

I.       Long-term incentive plans (For FFT Securities)

AM policy is to vote "for" long-term incentive plans for members of a management
board that reward for above average company performance.

Rationale: Incentive plans will normally be supported if they:

o        directly align the interests of members of management boards with those
         of shareholders;

o        establish challenging performance criteria to reward only above average
         performance;

o        measure performance by total shareholder return in relation to the
         market or a range of comparable companies;

o        are long-term in nature and encourage long-term ownership of the shares
         once exercised through minimum holding periods;

o        do not allow a repricing of the exercise price in stock option plans.

J.       Shareholder Proposals Concerning "Pay for Superior Performance"

AM policy is to address pay for superior performance proposals on a case-by-case
basis, incorporating the recommendation of an independent third party proxy
research firm (currently ISS) subject to review by the GPVSC as set forth in
AM's Proxy Policies and Procedures.

Rationale: While AM agrees that compensation issues are better left to the
discretion of management, they appreciate the need to monitor for excessive
compensation practices on a case by case basis. If, after a review of the ISS
metrics, AM is comfortable with ISS's applying this calculation and will vote
according to their recommendation.

K.       Executive Compensation Advisory

AM policy is to follow management's recommended vote on shareholder proposals to
propose an advisory resolution seeking to ratify the compensation of the
company's named executive officers (NEOs) on an annual basis.

Rationale: AM believes that controls exist within senior management and
corporate compensation committees, ensuring fair compensation to executives.
This might allow shareholders to require approval for all levels of management's
compensation.

V.       Anti-Takeover Related Issues

A.       Shareholder Rights Plans ("Poison Pills")

AM policy is to vote "for" proposals to require shareholder ratification of
poison pills or that request boards to redeem poison pills, and to vote
"against" the adoption of poison pills if they are submitted for shareholder
ratification.

Rationale: Poison pills are the most prevalent form of corporate takeover
defenses and can be (and usually are) adopted without shareholder review or
consent. The potential cost of poison pills to shareholders during an attempted
takeover outweighs the benefits.

B.       Reincorporation

AM policy is to examine reincorporation proposals on a case-by-case basis. The
voting decision is based on: (1) differences in state law between the existing
state of incorporation and the proposed state of incorporation; and (2)
differences between the existing and the proposed charter/bylaws/articles of
incorporation and their effect on shareholder rights. If changes resulting from
the proposed reincorporation violate the corporate governance principles set
forth in these guidelines, the reincorporation will be deemed contrary to
shareholder's interests and a vote cast "against."

Rationale: Reincorporations can be properly analyzed only by looking at the
advantages and disadvantages to their shareholders. Care must be taken that
anti-takeover protection is not the sole or primary result of a proposed change.

C.       Fair-Price Proposals

AM policy is to vote "for" management fair-price proposals, provided that: (1)
the proposal applies only to two-tier offers; (2) the proposal sets an objective
fair-price test based on the highest price that the acquirer has paid for a
company's shares; (3) the supermajority requirement for bids that fail the
fair-price test is no higher than two-thirds of the outstanding shares; (4) the
proposal contains no other anti-takeover provisions or provisions that restrict
shareholders rights.

A vote is cast for shareholder proposals that would modify or repeal existing
fair-price requirements that do not meet these standards.

Rationale: While fair price provisions may be used as anti-takeover devices, if
adequate provisions are included, they provide some protection to shareholders
who have some say in their application and the ability to reject those
protections if desired.

D.       Exemption from state takeover laws

AM policy is to vote "for" shareholder proposals to opt out of state takeover
laws and to vote "against" management proposals requesting to opt out of state
takeover laws.

Rationale: Control share statutes, enacted at the state level, may harm
long-term share value by entrenching management. They also unfairly deny certain
shares their inherent voting rights.

E.       Non-financial Effects of Takeover Bids

Policy is to vote "against" shareholder proposals to require consideration of
non-financial effects of merger or acquisition proposals.

Rationale: Non-financial effects may often be subjective and are secondary to
AM's stated purpose of acting in its client's best economic interest.


VI.      Mergers & Acquisitions

Evaluation of mergers, acquisitions and other special corporate transactions
(i.e., takeovers, spin-offs, sales of assets, reorganizations, restructurings
and recapitalizations) are performed on a case-by-case basis incorporating
information from an independent proxy research source (currently ISS.)
Additional resources including portfolio management and research analysts may be
considered as set forth in AM's Policies and Procedures.


VII.     Social, Environmental & Political Issues

Social and environmental issues are becoming increasingly important to corporate
success. We incorporate social and environmental considerations into both our
investment decisions and our proxy voting decisions - particularly if the
financial performance of the company could be impacted.

With increasing frequency, shareholder proposals are submitted relating to
social and political responsibility issues. Almost universally, the company
management will recommend a vote "against" these proposals. These types of
proposals cover an extremely wide range of issues. Many of the issues tend to be
controversial and are subject to more than one reasonable, yet opposing, theory
of support. More so than with other types of proxy proposals, social and
political responsibility issues may not have a connection to the economic and
corporate governance principles effecting shareholders' interests. AM's policy
regarding social and political responsibility issues, as with any other issue,
is designed to protect our client shareholders' economic interests.

Occasionally, a distinction is made between a shareholder proposal requesting
direct action on behalf of the board and a request for a report on (or
disclosure of) some information. In order to avoid unduly burdening any company
with reporting requirements, AM's policy is to vote against shareholder
proposals that demand additional disclosure or reporting than is required by the
Securities and Exchange Commission unless it appears there is a legitimate issue
and the company has not adequately addressed shareholders' concerns.

A.       Labor & Human Rights

AM policy is to vote "against" adopting global codes of conduct or workplace
standards exceeding those mandated by law.

Rationale: Additional requirements beyond those mandated by law are deemed
unnecessary and potentially burdensome to companies

B.       Diversity & Equality

1.       AM policy is to vote "against" shareholder proposals to force equal
         employment opportunity, affirmative action or board diversity.

Rationale: Compliance with State and Federal legislation along with information
made available through filings with the EEOC provides sufficient assurance that
companies act responsibly and make information public.

2.       AM policy is also to vote "against" proposals to adopt the Mac Bride
         Principles. The Mac Bride Principles promote fair employment,
         specifically regarding religious discrimination.

Rationale: Compliance with the Fair Employment Act of 1989 makes adoption of the
Mac Bride Principles redundant. Their adoption could potentially lead to charges
of reverse discrimination.

C.       Health & Safety

1.       AM policy is to vote "against" adopting a pharmaceutical price
         restraint policy or reporting pricing policy changes.

Rationale: Pricing is an integral part of business for pharmaceutical companies
and should not be dictated by shareholders (particularly pursuant to an
arbitrary formula.) Disclosing pricing policies may also jeopardize a company's
competitive position in the marketplace.

2.       AM policy is to vote "against" shareholder proposals to control the use
         or labeling of and reporting on genetically engineered products.

Rationale: Additional requirements beyond those mandated by law are deemed
unnecessary and potentially burdensome to companies.

D.       Government/Military

1.       AM policy is to vote against shareholder proposals regarding the
         production or sale of military arms or nuclear or space-based weapons,
         including proposals seeking to dictate a company's interaction with a
         particular foreign country or agency.

Rationale: Generally, management is in a better position to determine what
products or industries a company can and should participate in. Regulation of
the production or distribution of military supplies is, or should be, a matter
of government policy.

2.       AM policy is to vote "against" shareholder proposals regarding
         political contributions and donations.

Rationale: The Board of Directors and Management, not shareholders, should
evaluate and determine the recipients of any contributions made by the company.

3.       AM policy is to vote "against" shareholder proposals regarding
         charitable contributions and donations.

Rationale: The Board of Directors and Management, not shareholders, should
evaluate and determine the recipients of any contributions made by the company.

E.       Tobacco

1.       AM policy is to vote "against" shareholder proposals requesting
         additional standards or reporting requirements for tobacco companies as
         well as "against" requesting companies to report on the intentional
         manipulation of nicotine content.

Rationale: Where a tobacco company's actions meet the requirements of legal and
industry standards, imposing additional burdens may detrimentally effect a
company's ability to compete. The disclosure of nicotine content information
could affect the company's rights in any pending or future litigation.

2.       Shareholder requests to spin-off or restructure tobacco businesses will
         be opposed.

Rationale: These decisions are more appropriately left to the Board and
management, and not to shareholder mandate.


VIII.    Environmental Issues

AM policy is to follow management's recommended vote on CERES Principles or
other similar environmental mandates (e.g., those relating to Greenhouse gas
emissions or the use of nuclear power).

Rationale: Environmental issues are extensively regulated by outside agencies
and compliance with additional requirements often involves significant cost to
companies.


IX.      Miscellaneous Items

A.       Ratification of Auditors

AM policy is to vote "for" a) the management recommended selection of auditors
and b) proposals to require shareholder approval of auditors.

Rationale: Absent evidence that auditors have not performed their duties
adequately, support for management's nomination is warranted.

B.       Limitation of non-audit services provided by independent auditor

AM policy is to support proposals limiting non-audit fees to 50% of the
aggregate annual fees earned by the firm retained as a company's independent
auditor.

Rationale: In the wake of financial reporting problems and alleged audit
failures at a number of companies, AM supports the general principle that
companies should retain separate firms for audit and consulting services to
avoid potential conflicts of interest. However, given the protections afforded
by the recently enacted Sarbanes-Oxley Act of 2002 (which requires Audit
Committee pre-approval for non-audit services and prohibits auditors from
providing specific types of services), and the fact that some non-audit services
are legitimate audit-related services, complete separation of audit and
consulting fees may not be warranted. A reasonable limitation is appropriate to
help ensure auditor independence and it is reasonable to expect that audit fees
exceed non-audit fees.

C.       Audit firm rotation

AM policy is to support proposals seeking audit firm rotation unless the
rotation period sought is less than five years.

Rationale: While the Sarbanes-Oxley Act mandates that the lead audit partner be
switched every five years, AM believes that rotation of the actual audit firm
would provide an even stronger system of checks and balances on the audit
function.

D.       Transaction of Other Business

AM policy is to vote against "transaction of other business" proposals.

Rationale: This is a routine item to allow shareholders to raise other issues
and discuss them at the meeting. As the nature of these issues may not be
disclosed prior to the meeting, we recommend a vote against these proposals.
This protects shareholders voting by proxy (and not physically present at a
meeting) from having action taken at the meeting that they did not receive
proper notification of or sufficient opportunity to consider.

E.       Motions to Adjourn the Meeting

AM Policy is to vote against proposals to adjourn the meeting.

Rationale: Management may seek authority to adjourn the meeting if a favorable
outcome is not secured. Shareholders should already have had enough information
to make a decision. Once votes have been cast, there is no justification for
management to continue spending time and money to press shareholders for
support.

F.       Bundled Proposals

AM policy is to vote against bundled proposals if any bundled issue would
require a vote against it if proposed individually.

Rationale: Shareholders should not be forced to "take the good with the bad" in
cases where the proposals could reasonably have been submitted separately.

G.       Change of Company Name

AM policy is to support management on proposals to change the company name.

Rationale: This is generally considered a business decision for a company.

H.       Proposals Related to the Annual Meeting

AM Policy is to vote in favor of management for proposals related to the conduct
of the annual meeting (meeting time, place, etc.)

Rationale: These are considered routine administrative proposals.

I.       Reimbursement of Expenses Incurred from Candidate Nomination

AM policy is to follow management's recommended vote on shareholder proposals
related to the amending of company bylaws to provide for the reimbursement of
reasonable expenses incurred in connection with nominating one or more
candidates in a contested election of directors to the corporation's board of
directors.

Rationale: Corporations should not be liable for costs associated with
shareholder proposals for directors.

J.       Investment Company Proxies

Proxies solicited by investment companies are voted in accordance with the
recommendations of an independent third party, currently ISS. However, regarding
investment companies for which AM or an affiliate serves as investment adviser
or principal underwriter, such proxies are voted in the same proportion as the
vote of all other shareholders. Proxies solicited by master funds from feeder
funds will be voted in accordance with applicable provisions of Section 12 of
the Investment Company Act of 1940.

Investment companies, particularly closed-end investment companies, are
different from traditional operating companies. These differences may call for
differences in voting positions on the same matter. For example, AM could vote
"for" staggered boards of closed-end investment companies, although AM generally
votes "against" staggered boards for operating companies. Further, the manner in
which AM votes investment company proxies may differ from proposals for which a
AM-advised investment company solicits proxies from its shareholders. As
reflected in the Guidelines, proxies solicited by closed-end (and open-end)
investment companies are voted in accordance with the pre-determined guidelines
of an independent third-party.

Subject to participation agreements with certain Exchange Traded Funds ("ETF")
issuers that have received exemptive orders from the U.S. Securities and
Exchange Commission allowing investing DWS funds to exceed the limits set forth
in Section 12(d)(1)(A) and (B) of the Investment Company Act of 1940, DeAM will
echo vote proxies for ETFs in which Deutsche Bank holds more than 25% of
outstanding voting shares globally when required to do so by participation
agreements and SEC orders.

Note: With respect to the QP Trust (not registered under the Investment Company
Act of 1940), the Fund is not required to engage in echo voting and the
investment adviser will use these Guidelines, and may determine, with respect to
the QP Trust, to vote contrary to the positions in the Guidelines, consistent
with the Fund's best interest.


K.       International Proxy Voting

The above guidelines pertain to issuers organized in the United States, Canada
and Germany. Proxies solicited by other issuers are voted in accordance with
international guidelines or the recommendation of ISS and in accordance with
applicable law and regulation.




                     APPENDIX B -- RATINGS OF INVESTMENTS

                            COMMERCIAL PAPER RATINGS

A-1, A-2, Prime-1, Prime-2 and F1, F2

The ratings A-1 and A-2 are the two highest commercial paper ratings assigned by
Standard & Poor's. A short-term obligation rated 'A-1' is rated in the highest
category by Standard & Poor's. The obligor's 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 short-term obligation rated 'A-2' is 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.

The ratings Prime-1 and Prime-2 are the two highest commercial paper ratings
assigned by Moody's Investors Service, Inc. Among the factors considered by them
in assigning ratings are the following: (1) evaluation of the management of the
issuer; (2) economic evaluation of the issuer's industry or industries and an
appraisal of speculative-type risks which may be inherent in certain areas; (3)
evaluation of the issuer's products in relation to competition and customer
acceptance; (4) liquidity; (5) amount and quality of long-term debt; (6) trend
of earnings over a period of ten years; (7) financial strength of a parent
company and the relationships which exist with the issuer; and (8) recognition
by the management of obligations which may be present or may arise as a result
of public interest questions and preparations to meet such obligations. Relative
strength or weakness of the above factors determines whether the issuer's
commercial paper is rated Prime-1 or Prime-2..

The ratings F1 and F2 are the two highest commercial paper ratings assigned by
Fitch Ratings. F1 reflects highest credit quality. F1 indicates the strongest
capacity for timely payment of financial commitments; and may have an added "+"
to denote any exceptionally strong credit feature. F2 reflects good credit
quality. F2 has a satisfactory capacity for timely payment of financial
commitments, but the margin of safety is not as great as in the case of higher
ratings.

MIG-1 and MIG-2 Municipal Notes

Moody's Investors Service, Inc.'s ratings for state and municipal notes and
other short-term loans will be designated Moody's Investment Grade (MIG). This
distinction is in recognition of the differences between short-term credit risk
and long-term risk. Factors affecting the liquidity of the borrower are
uppermost in importance in short-term borrowing, while various factors of the
first importance in bond risk are of lesser importance in the short run. Loans
designated MIG-1 are of 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. Loans designated
MIG-2 are of high quality, with margins of protection ample although not so
large as in the preceding group.

STANDARD & POOR'S BOND RATINGS

AAA. This is the highest rating assigned to a debt obligation and indicates an
extremely strong capacity to pay principal and interest.

AA. Bonds rated AA also qualify as high-quality debt obligations. Capacity to
pay principal and interest is very strong, and in the majority of instances they
differ from AAA issues only in small degree.

MOODY'S INVESTORS SERVICE, INC. BOND RATINGS

Aaa. Bonds which are 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 which are 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.

FITCH RATINGS  BOND RATINGS

AAA:  Highest credit  quality.  `AAA' ratings  denote the lowest  expectation of
default risk. They are assigned only in cases of  exceptionally  strong capacity
for payment of financial  commitments.  This  capacity is highly  unlikely to be
adversely affected by foreseeable events.

AA: Very high credit  quality.  `AA'  ratings  denote  expectations  of very low
default  risk.  They  indicate  very strong  capacity  for payment of  financial
commitments.  This  capacity  is not  significantly  vulnerable  to  foreseeable
events.

<PAGE>

                               CASH ACCOUNT TRUST

                             Money Market Portfolio
                    Government & Agency Securities Portfolio
                              Tax-Exempt Portfolio


                         Davidson Cash Equivalent Shares





                             Money Market Portfolio
                    Government & Agency Securities Portfolio


                      Davidson Cash Equivalent Plus Shares





                       STATEMENT OF ADDITIONAL INFORMATION



                                 August 1, 2009


This combined Statement of Additional Information ("SAI") is not a prospectus
and should be read in conjunction with the combined prospectus for the Davidson
Cash Equivalent Shares for the Portfolios (as defined herein) noted above and
the combined prospectus for the Davidson Cash Equivalent Plus Shares for Money
Market Portfolio and Government & Agency Securities Portfolio dated August 1,
2009, as amended from time to time, a copy of which may be obtained without
charge by calling (800) 231-8568, or through the DWS Investments Web site at
www.dws-investments.com or from the firm from which this SAI was obtained and
are available along with other materials on the Securities and Exchange
Commission's Internet Web site (http://www.sec.gov).

Portions of the Annual Reports to Shareholders of the Portfolios' Davidson Cash
Equivalent Shares and Davidson Cash Equivalent Plus Shares, dated April 30, 2009
are incorporated by reference and are hereby deemed to be a part of this SAI. A
copy of the Annual Report may be obtained free of charge by calling
(800) 231-8568. The financial statements contained therein, together with the
accompanying notes, are incorporated by reference and hereby deemed to be a part
of this SAI. This SAI is incorporated by reference into the combined
prospectuses.
                                TABLE OF CONTENTS

                                                                        Page
                                                                        ----


INVESTMENT RESTRICTIONS....................................................2

INVESTMENT POLICIES AND TECHNIQUES.........................................4

          Portfolio Holdings Information..................................17

MANAGEMENT OF THE PORTFOLIOS..............................................18

          Investment Advisor                                              18

PORTFOLIO SERVICE PROVIDERS...............................................25

          Administrator...................................................25

          Distributor.....................................................25

          Subdistributor..................................................28

          Custodian.......................................................28

          Transfer Agent..................................................28

          Legal Counsel...................................................30

          Independent Registered Public Accounting Firm...................31

          Fund Accounting Agent...........................................31

PORTFOLIO TRANSACTIONS....................................................31

PURCHASE AND REDEMPTION OF SHARES.........................................33

DIVIDENDS.................................................................51

TAXES.....................................................................51

NET ASSET VALUE...........................................................53

BOARD MEMBERS AND OFFICERS................................................54

TRUST ORGANIZATION........................................................77

PROXY VOTING GUIDELINES...................................................78

FINANCIAL STATEMENTS......................................................79

ADDITIONAL INFORMATION....................................................79

APPENDIX A -- PROXY VOTING GUIDELINES.....................................80

APPENDIX B -- RATINGS OF INVESTMENTS.....................................104



This combined SAI contains information about the Davidson Cash Equivalent Plus
Shares of the Money Market Portfolio and the Government & Agency Securities
Portfolio and the Davidson Cash Equivalent Shares of the Money Market Portfolio,
Government & Agency Securities Portfolio and Tax-Exempt Portfolio (each a
"Portfolio," collectively the "Portfolios") offered by Cash Account Trust (the
"Trust").

                            INVESTMENT RESTRICTIONS

Money Market Portfolio only:

The Money Market Portfolio has adopted certain investment restrictions which,
together with the investment objectives and policies of Money Market Portfolio
(except for policies of Money Market Portfolio designated as nonfundamental),
may not be changed for the Portfolio without the approval of a majority of its
outstanding voting securities which, under the Investment Company Act of 1940,
as amended (the "1940 Act") and the rules thereunder and as used in this
combined SAI, means the lesser of (1) 67% or more of the voting securities of
the Portfolio present at such meeting, if holders of more than 50% of the
outstanding voting securities of the Portfolio are present or represented by
proxy, or (2) more than 50% of the outstanding voting securities of the
Portfolio.

The Money Market Portfolio is a diversified series of Cash Account Trust, an
open-end management investment company.

The Money Market Portfolio may not:

(1)       Purchase securities of any issuer (other than obligations of, or
          guaranteed by, the United States Government, its agencies or
          instrumentalities) if, as a result, more than 5% of the value of the
          Portfolio's assets would be invested in securities of that issuer.

(2)       Purchase more than 10% of any class of securities of any issuer. All
          debt securities and all preferred stocks are each considered as one
          class.

(3)       Make loans to others (except through the purchase of debt obligations
          or repurchase agreements in accordance with its investment objective
          and policies).

(4)       Borrow money except as a temporary measure for extraordinary or
          emergency purposes and then only in an amount up to one-third of the
          value of its total assets, in order to meet redemption requests
          without immediately selling any money market instruments (any such
          borrowings under this section will not be collateralized). If, for any
          reason, the current value of the Portfolio's total assets falls below
          an amount equal to three times the amount of its indebtedness from
          money borrowed, the Portfolio will, within three days (not including
          Sundays and holidays), reduce its indebtedness to the extent
          necessary. The Portfolio will not borrow for leverage purposes.

(5)       Make short sales of securities, or purchase any securities on margin
          except to obtain such short-term credits as may be necessary for the
          clearance of transactions.

(6)       Write, purchase or sell puts, calls or combinations thereof.

(7)       Purchase or retain the securities of any issuer if any of the officers
          or trustees of the Trust or its investment advisor owns beneficially
          more than 1/2 of 1% of the securities of such issuer and together own
          more than 5% of the securities of such issuer.

(8)       Invest for the purpose of exercising control or management of another
          issuer.

(9)       Invest in commodities or commodity futures contracts or in real estate
          (or real estate limited partnerships), although it may invest in
          securities which are secured by real estate and securities of issuers
          which invest or deal in real estate.

(10)      Invest in interests in oil, gas or other mineral exploration or
          development programs or leases, although it may invest in the
          securities of issuers which invest in or sponsor such programs.

(11)      Underwrite securities issued by others except to the extent the
          Portfolio may be deemed to be an underwriter, under the federal
          securities laws, in connection with the disposition of portfolio
          securities.

(12)      Issue senior securities as defined in the 1940 Act.

Additionally, the Money Market Portfolio may not:

(13)      Concentrate 25% or more of the value of the Portfolio's assets in any
          one industry; provided, however, that (a) the Portfolio reserves
          freedom of action to invest up to 100% of its assets in obligations
          of, or guaranteed by, the United States Government, its agencies or
          instrumentalities in accordance with its investment objective and
          policies and (b) the Portfolio will invest at least 25% of its assets
          in obligations issued by banks in accordance with its investment
          objective and policies. However, the Portfolio may, in the discretion
          of its investment advisor, invest less than 25% of its assets in
          obligations issued by banks whenever the Portfolio assumes a temporary
          defensive posture.

With regard to restriction #13, for purposes of determining the concentration of
the Portfolio's total assets, asset-backed securities will be classified
separately, based on standard classification used by rating agencies. Currently,
the following classifications are used: securities arbitrage programs,
multi-seller programs, single-seller programs, loan backed programs, hybrid
programs and special investment vehicles.

Government & Agency Securities Portfolio and Tax-Exempt Portfolio only:

The following fundamental policies may not be changed without the approval of a
majority of the outstanding voting securities of a Portfolio which, under 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 a Portfolio are present or
represented by proxy, or (2) more than 50% of the outstanding voting securities
of a Portfolio.

Except as otherwise indicated, a Portfolio's investment objective and policies
are not fundamental and may be changed without a vote of shareholders. There can
be no assurance that a Portfolio's objective will be met.

Government & Agency Securities Portfolio and Tax-Exempt Portfolio, each a series
of an open-end investment management company, have each elected to be treated as
diversified, as that term is used in the 1940 Act, and as interpreted or
modified by regulatory authority having jurisdiction from time to time.

As a matter of fundamental policy, a Portfolio may not:

(1)       Borrow money, except as permitted under the 1940 Act, as amended, 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, as
          amended, 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 a Portfolio may be 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 deal in real estate or mortgages or investments
          secured by real estate or interests therein, except that a Portfolio
          reserves freedom of action to hold and to sell real estate acquired as
          a result of a Portfolio's ownership of securities.

(5)       Purchase or sell commodities, except as permitted by the 1940 Act, as
          amended, and as interpreted or modified by regulatory authority having
          jurisdiction, from time to time.

(6)       Make loans except as permitted under the 1940 Act, as amended, and as
          interpreted or modified by regulatory authority having jurisdiction,
          from time to time; or

For Tax-Exempt Portfolio only:

(7) Concentrate its investments in a particular industry, as that term is used
in the 1940 Act, as amended, and as interpreted or modified by regulatory
authority having jurisdiction, from time to time. The Tax-Exempt Portfolio, as a
nonfundamental policy that may be changed without shareholder vote, individually
may not: purchase securities of other investment companies, except in connection
with a merger, consolidation, reorganization or acquisition of assets.

In addition, the Tax-Exempt Portfolio may invest more than 25% of its total
assets in industrial development bonds.

The Money Market Portfolio and Government & Agency Securities Portfolio, as a
nonfundamental policy that may be changed without shareholder vote, individually
may not:

(i)      Invest more than 10% of total assets in non-affiliated registered
         investment companies.

The Portfolios will not purchase illiquid securities, including time deposits
and repurchase agreements maturing in more than seven days if, as a result
thereof, more than 10% of a Portfolio's net assets valued at the time of the
transaction would be invested in such securities.

Any investment restrictions herein which involve a maximum percentage of
securities or assets shall not be considered to be violated unless an excess
over the percentage occurs immediately after and is caused by an acquisition or
encumbrance of securities or assets of, or borrowings by, a Portfolio.

                       INVESTMENT POLICIES AND TECHNIQUES

The Portfolios described in this SAI seek to provide maximum current income (and
for Tax-Exempt Portfolio, that is exempt from federal income taxes) consistent
with stability of capital. Each Portfolio is managed to maintain a net asset
value of $1.00 per share.

The Trust is a money market mutual fund designed to provide its shareholders
with professional management of short-term investment dollars. The Trust is
designed for investors who seek maximum current income consistent with stability
of capital. The Trust pools individual and institutional investors' money that
it uses to buy high quality money market instruments. The Trust is a series
investment company that is able to provide investors with a choice of separate
investment portfolios. It currently offers three investment Portfolios: the
Money Market Portfolio, the Government & Agency Securities Portfolio and the
Tax-Exempt Portfolio. A Portfolio's investments are subject to price
fluctuations resulting from rising or declining interest rates and are subject
to the ability of the issuers of such investments to make payment at maturity.
Each Portfolio is designed for investors who want to avoid the fluctuations of
principal commonly associated with equity or long-term bond investments. There
can be no guarantee that a Portfolio will achieve its investment objective or
that it will maintain a net asset value of $1.00 per share.

Money Market Portfolio. The Portfolio seeks maximum current income consistent
with stability of capital. The Portfolio pursues its investment objective by
normally investing primarily in the following types of US Dollar-denominated
money market instruments that mature in 12 months or less:

1.        Obligations of, or guaranteed by, the US or Canadian governments,
          their agencies or instrumentalities.

2.        Bank certificates of deposit, time deposits or bankers' acceptances of
          US banks (including their foreign branches) and Canadian chartered
          banks having total assets in excess of $1 billion.

3.        Bank certificates of deposit, time deposits or bankers' acceptances of
          foreign banks (including their US and foreign branches) having total
          assets in excess of $10 billion.

4.        Commercial paper, notes, bonds, debentures, participation certificates
          or other debt obligations that (i) are rated high quality by Moody's
          Investors Service, Inc. ("Moody's"), Standard & Poor's Corporation
          ("S&P"), or Fitch Investors Services, Inc. ("Fitch"); or (ii) if
          unrated, are determined to be at least equal in quality to one or more
          of the above ratings in the discretion of Deutsche Investment
          Management Americas Inc. ("DIMA" or the "Advisor").

5.        Repurchase agreements of obligations that are suitable for investment
          under the categories set forth above. Repurchase agreements are
          discussed below.

In addition, the Portfolio limits its investments to securities that meet the
quality and diversification requirements of Rule 2a-7 under the 1940 Act.

The Portfolio will normally invest at least 25% of its total assets in
obligations issued by banks; provided, however, the Portfolio may in the
discretion of the Portfolio's Advisor temporarily invest less than 25% of its
assets in such obligations whenever the Portfolio assumes a defensive posture.
Investments by the Portfolio in Eurodollar certificates of deposit issued by
London branches of US banks, or obligations issued by foreign entities,
including US branches of foreign banks, involve risks that are different from
investments in securities of domestic branches of US banks. These risks may
include future unfavorable political and economic developments, possible
withholding taxes on interest payments, seizure of foreign deposits, currency
controls, interest limitations or other governmental restrictions that might
affect payment of principal or interest. The market for such obligations may be
less liquid and, at times, more volatile than for securities of domestic
branches of US banks. Additionally, there may be less public information
available about foreign banks and their branches. The profitability of the
banking industry is dependent largely upon the availability and cost of funds
for the purpose of financing lending operations under prevailing money market
conditions. General economic conditions as well as exposure to credit losses
arising from possible financial difficulties of borrowers play an important part
in banking operations. As a result of federal and state laws and regulations,
domestic banks are, among other things, required to maintain specified levels of
reserves, limited in the amounts they can loan to a single borrower and subject
to other regulations designed to promote financial soundness. However, not all
such laws and regulations apply to the foreign branches of domestic banks.
Foreign branches of foreign banks are not regulated by US banking authorities,
and generally are not bound by accounting, auditing and financial reporting
standards comparable to US banks. Bank obligations held by the Portfolio do not
benefit materially from insurance from the Federal Deposit Insurance
Corporation.

The Portfolio may invest in high quality participation certificates
("Certificates") representing undivided interests in trusts that hold a
portfolio of receivables from consumer and commercial credit transactions, such
as transactions involving consumer revolving credit card accounts or commercial
revolving credit loan facilities. The receivables would include amounts charged
for goods and services, finance charges, late charges and other related fees and
charges. Interest payable on the Certificates may be fixed or may be adjusted
periodically or "float" continuously according to a formula based upon an
objective standard such as the 30-day commercial paper rate. A trust may have
the benefit of a letter of credit from a bank at a level established to satisfy
rating agencies as to the credit quality of the assets supporting the payment of
principal and interest on the Certificates. Payments of principal and interest
on the Certificates would be dependent upon the underlying receivables in the
trust and may be guaranteed under a letter of credit to the extent of such
credit. The quality rating by a rating service of an issue of Certificates is
based primarily upon the value of the receivables held by the trust and the
credit rating of the issuer of any letter of credit and of any other guarantor
providing credit support to the trust. The Advisor considers these factors as
well as others, such as any quality ratings issued by the rating services
identified above, in reviewing the credit risk presented by a Certificate and in
determining whether the Certificate is appropriate for investment by the
Portfolio. Collection of receivables in the trust may be affected by various
social, legal and economic factors affecting the use of credit and repayment
patterns, such as changes in consumer protection laws, the rate of inflation,
unemployment levels and relative interest rates. It is anticipated that for most
publicly offered Certificates there will be a liquid secondary market or there
may be demand features enabling the Portfolio to readily sell its Certificates
prior to maturity to the issuer or a third party. While the Portfolio may invest
without limit in Certificates, it is currently anticipated that such investments
will not exceed 25% of the Portfolio's assets.

Government & Agency Securities Portfolio. The Portfolio seeks to provide maximum
current income consistent with stability of capital. The Portfolio pursues its
objective by investing, under normal circumstances, in US Treasury bills, notes,
bonds and other obligations issued or guaranteed by the US government, its
agencies or instrumentalities and repurchase agreements backed by these
securities. The Portfolio currently intends to purchase securities whose
remaining maturities are no longer than 397 calendar days (approximately 13
months). Some securities issued by US Government agencies or instrumentalities
are supported only by the credit of the agency or instrumentality, such as those
issued by the Federal Home Loan Bank, and others are backed by the full faith
and credit of the US Government. Short-term US Government obligations generally
are considered to be the safest short-term investment. The US Government
guarantee of the securities owned by the Portfolio, however, does not guarantee
the net asset value of its shares, which the Portfolio seeks to maintain at
$1.00 per share. Also, with respect to securities supported only by the credit
of the issuing 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. Interest paid on
Treasuries is usually exempt from state and local income taxes, and for most
Portfolio shareholders the bulk of Portfolio distributions will be exempt from
these taxes as well (although not from federal income tax). The Portfolio may
invest up to 10% of its total assets in other money market mutual funds in
accordance with applicable regulations. The other money market funds in which
the Portfolio may invest will be non-affiliated funds; will be rated in the
highest category by a nationally recognized statistical rating organization;
will be determined by the Advisor to have investment objectives and policies
comparable to those of the Portfolio; and will pursue their investment
objectives through investments in securities that are substantially similar to
the securities in which the Portfolio may invest. The shares of any such money
market fund in which the Portfolio may invest would not be guaranteed by the US
government, its agencies or instrumentalities.

Tax-Exempt Portfolio. The Portfolio seeks to provide maximum current income that
is exempt from federal income taxes to the extent consistent with stability of
capital. The Portfolio pursues its objective primarily through a professionally
managed, diversified portfolio of short-term high quality tax-exempt municipal
obligations. Under normal circumstances, at least 80% of the Portfolio's net
assets will, as a fundamental policy, be invested in obligations issued by or on
behalf of states, territories and possessions of the United States and the
District of Columbia and their political subdivisions, agencies and
instrumentalities ("Municipal Securities"), the income from which is exempt from
regular federal income tax and federal alternative minimum tax ("AMT"). In
compliance with the position of the staff of the SEC, the Portfolio does not
consider certain "private activity" bonds (i.e., those subject to AMT) to be
Municipal Securities for purposes of the 80% limitation. The Portfolio may
purchase securities that provide for the right to resell them to an issuer, bank
or dealer at an agreed upon price or yield within a specified period prior to
the maturity date of such securities. Such a right to resell is referred to as a
"Standby Commitment." Securities may cost more with Standby Commitments than
without them. Standby Commitments will be entered into solely to facilitate
portfolio liquidity. A Standby Commitment may be exercised before the maturity
date of the related Municipal Security if the Portfolio's Advisor revises its
evaluation of the creditworthiness of the underlying security or of the entity
issuing the Standby Commitment. The Portfolio's policy is to enter into Standby
Commitments only with issuers, banks or dealers that are determined by the
Portfolio's Advisor to present minimal credit risks. If an issuer, bank or
dealer should default on its obligation to repurchase an underlying security,
the Portfolio might be unable to recover all or a portion of any loss sustained
from having to sell the security elsewhere.

The Portfolio may purchase and sell Municipal Securities on a when-issued or
delayed delivery basis. A when-issued or delayed delivery transaction arises
when securities are bought or sold for future payment and delivery to secure
what is considered to be an advantageous price and yield to the Portfolio at the
time it enters into the transaction. In determining the maturity of portfolio
securities purchased on a when-issued or delayed delivery basis, the Portfolio
will consider them to have been purchased on the date when it committed itself
to the purchase.

A security purchased on a when-issued basis, like all securities held by the
Portfolio, is subject to changes in market value based upon changes in the level
of interest rates and investors' perceptions of the creditworthiness of the
issuer. Generally such securities will appreciate in value when interest rates
decline and decrease in value when interest rates rise. Therefore if, in order
to achieve higher interest income, the Portfolio remains substantially fully
invested at the same time that it has purchased securities on a when-issued
basis, there will be a greater possibility that the market value of the
Portfolio's assets will vary from $1.00 per share because the value of a
when-issued security is subject to market fluctuation and no interest accrues to
the purchaser prior to settlement of the transaction.

The Portfolio will only make commitments to purchase Municipal Securities on a
when-issued or delayed delivery basis with the intention of actually acquiring
the securities, but the Portfolio reserves the right to sell these securities
before the settlement date if deemed advisable. The sale of these securities may
result in the realization of gains that are not exempt from federal income tax.

In seeking to achieve its investment objective, the Portfolio may invest all or
any part of its assets in Municipal Securities that are industrial development
bonds. Moreover, although the Portfolio does not currently intend to do so on a
regular basis, it may invest more than 25% of its assets in Municipal Securities
that are repayable out of revenue streams generated from economically related
projects or facilities, if such investment is deemed necessary or appropriate by
the Advisor. To the extent that the Portfolio's assets are concentrated in
Municipal Securities payable from revenues on economically related projects and
facilities, the Portfolio will be subject to the risks presented by such
projects to a greater extent than it would be if the Portfolio's assets were not
so concentrated.

Temporary Defensive Position. In response to adverse political, economic or
market events, Tax-Exempt Portfolio may adopt a temporary defensive position in
which it places more than 20% of the Portfolio's assets in high quality money
market investments that are subject to federal income tax. To the extent that
the Portfolio may do so, it may not meet its goal of a high level of current
federal income tax-exempt Portfolio income.

Investment Policies

Descriptions in this SAI of a particular investment practice or technique in
which a Portfolio may engage or a financial instrument which a Portfolio may
purchase are meant to describe the spectrum of investments that the Advisor, in
its discretion, might, but is not required to, use in managing a Portfolio's
assets. The Advisor may, in its discretion, at any time, employ such practice,
technique or instrument for one or more of the Portfolios, but not for all funds
advised by it. Furthermore, it is possible that certain types of financial
instruments or investment techniques described herein may not be available,
permissible, economically feasible or effective for their intended purposes in
all markets. Certain practices, techniques, or instruments may not be principal
activities of a Portfolio, but, to the extent employed, could, from time to
time, have a material impact on a Portfolio's performance.

It is possible that certain investment practices and techniques described below
may not be permissible for a Portfolio based on its investment restrictions, as
described herein and in the applicable prospectus of a Portfolio.

Bank and Savings and Loan Obligations. These obligations include negotiable
certificates of deposit, bankers' acceptances, deposit notes, fixed time
deposits or other short-term bank obligations. Certificates of deposit are
negotiable certificates evidencing the obligations of a bank to repay funds
deposited with it for a specified period of time. A Portfolio may invest in
certificates of deposit of large domestic banks and their foreign branches,
large US regulated subsidiaries of large foreign banks, and of smaller banks as
described below. Although a Portfolio recognizes that the size of a bank is
important, this fact alone is not necessarily indicative of its
creditworthiness. Investment in certificates of deposit issued by foreign
branches of domestic banks involves investment risks that are different in some
respects from those associated with investment in certificates of deposit issued
by domestic branches of domestic banks, including the possible imposition of
withholding taxes on interest income, the possible adoption of foreign
governmental restrictions which might adversely affect the payment of principal
and interest on such certificates of deposit, or other adverse political or
economic developments. In addition, it might be more difficult to obtain and
enforce a judgment against a foreign branch of a domestic bank.

A Portfolio may also invest in certificates of deposit issued by banks and
savings and loan institutions which had, at the time of their most recent annual
financial statements, total assets of less than $1 billion, provided that (i)
the principal amounts of such certificates of deposit are insured by an agency
of the US Government, (ii) at no time will a Portfolio hold more than $100,000
principal amount of certificates of deposit of any one such bank, and (iii) at
the time of acquisition, no more than 10% of a Portfolio's assets (taken at
current value) are invested in certificates of deposit of such banks having
total assets not in excess of $1 billion.

Banker's acceptances are credit instruments evidencing the obligations of a bank
to pay a draft drawn on it by a customer. These instruments reflect the
obligation both of the bank and of the drawer to pay the face amount of the
instrument upon maturity.

Time deposits are non-negotiable deposits maintained in a banking institution
for a specified period of time at a stated interest rate. Time deposits which
may be held by a Portfolio will not benefit from insurance from the Bank
Insurance Fund or the Savings Association Insurance Fund administered by the
Federal Deposit Insurance Corporation. Fixed time deposits may be withdrawn on
demand by the investor, but may be subject to early withdrawal penalties that
vary with market conditions and the remaining maturity of the obligation. Fixed
time deposits subject to withdrawal penalties maturing in more than seven
calendar days are subject to a Portfolio's limitation on investments in illiquid
securities.

Certificates of Participation (Tax-Exempt Portfolio). A Portfolio may purchase
high quality Certificates of Participation in trusts that hold Municipal
Securities. A Certificate of Participation gives a Portfolio an undivided
interest in the Municipal Security in the proportion that a Portfolio's interest
bears to the total principal amount of the Municipal Security. These
Certificates of Participation may be variable rate or fixed rate. A Certificate
of Participation may be backed by an irrevocable letter of credit or guarantee
of a financial institution that satisfies rating agencies as to the credit
quality of the Municipal Security supporting the payment of principal and
interest on the Certificate of Participation. Payments of principal and interest
would be dependent upon the underlying Municipal Security and may be guaranteed
under a letter of credit to the extent of such credit. The quality rating by a
rating service of an issue of Certificates of Participation is based primarily
upon the rating of the Municipal Security held by the trust and the credit
rating of the issuer of any letter of credit and of any other guarantor
providing credit support to the issue. The Advisor considers these factors as
well as others, such as any quality ratings issued by the rating services
identified above, in reviewing the credit risk presented by a Certificate of
Participation and in determining whether the Certificate of Participation is
appropriate for investment by a Portfolio. It is anticipated by the Advisor
that, for most publicly offered Certificates of Participation, there will be a
liquid secondary market or there may be demand features enabling a Portfolio to
readily sell its Certificates of Participation prior to maturity to the issuer
or a third party. As to those instruments with demand features, a Portfolio
intends to exercise its right to demand payment from the issuer of the demand
feature only upon a default under the terms of the Municipal Security, as needed
to provide liquidity to meet redemptions, or to maintain a high quality
investment portfolio.

Funding Agreements (Money Market Portfolio only). Funding agreements are
contracts issued by insurance companies that provide investors the right to
receive a variable rate of interest and the full return of principal at
maturity. Funding agreements also include a put option that allows the Portfolio
to terminate the agreement at a specified time to the insurance company prior to
maturity. Funding agreements generally offer a higher yield than other variable
securities with similar credit ratings. The primary risk of a funding agreement
is the credit quality of the insurance company that issues it. Funding
agreements are considered "illiquid" securities and will count towards the
Portfolio's limit on investing in illiquid securities.

Illiquid Securities and Restricted Securities. A Portfolio may purchase
securities that are subject to legal or contractual restrictions on resale
("restricted securities"). Generally speaking, restricted securities may be sold
(i) only to qualified institutional buyers; (ii) in a privately negotiated
transaction to a limited number of purchasers; (iii) in limited quantities after
they have been held for a specified period of time and other conditions are met
pursuant to an exemption from registration; or (iv) in a public offering for
which a registration statement is in effect under the Securities Act of 1933, as
amended (the "1933 Act"). Issuers of restricted securities may not be subject to
the disclosure and other investor protection requirements that would be
applicable if their securities were publicly traded.

Restricted securities are often illiquid, but they may also be liquid. For
example, restricted securities that are eligible for resale under Rule 144A are
often deemed to be liquid.

A Portfolio's Board of Trustees has approved guidelines for use by the Advisor
in determining whether a security is liquid or illiquid. Among the factors the
Advisor may consider in reaching liquidity decisions relating to Rule 144A
securities are: (1) the frequency of trades and quotes for the security; (2) the
number of dealers wishing to purchase or sell the security and the number of
other potential purchasers; (3) dealer undertakings to make a market in the
security; and (4) the nature of the security and the nature of the market for
the security (i.e., the time needed to dispose of the security, the method of
soliciting offers, and the mechanics of the transfer issuers of restricted
securities may not be subject to the disclosure and other investor protection
requirements that would be applicable if their securities were publicly traded.
Where a registration statement is required for the resale of restricted
securities, a Portfolio may be required to bear all or part of the registration
expenses. A Portfolio may be deemed to be an "underwriter" for purposes of the
1933 Act, when selling restricted securities to the public and, in such event, a
Portfolio may be liable to purchasers of such securities if the registration
statement prepared by the issuer is materially inaccurate or misleading.

A Portfolio may also purchase securities that are not subject to legal or
contractual restrictions on resale, but that are deemed illiquid. Such
securities may be illiquid, for example, because there is a limited trading
market for them.

A Portfolio may be unable to sell a restricted or illiquid security. In
addition, it may be more difficult to determine a market value for restricted or
illiquid securities. Moreover, if adverse market conditions were to develop
during the period between a Portfolio's decision to sell a restricted or
illiquid security and the point at which a Portfolio is permitted or able to
sell such security, a Portfolio might obtain a price less favorable than the
price that prevailed when it decided to sell. This investment practice,
therefore, could have the effect of increasing the level of illiquidity of a
Portfolio.

Impact of Large Redemptions and Purchases of Portfolio Shares. From time to
time, shareholders of a Portfolio (which may include affiliated and/or
non-affiliated registered investment companies that invest in a Portfolio) may
make relatively large redemptions or purchases of Portfolio shares. These
transactions may cause a Portfolio 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 a Portfolio's performance to the extent that a Portfolio 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 a Portfolio's expense ratio.

Industrial Development and Pollution Control Bonds. Industrial Development and
Pollution Control Bonds (which are types of private activity bonds), although
nominally issued by municipal authorities, are generally not secured by the
taxing power of the municipality but are secured by the revenues of the
authority derived from payments by the industrial user. Under federal income tax
legislation, certain types of Industrial Development Bonds and Pollution Control
Bonds may no longer be issued on a tax-exempt basis, although previously issued
bonds of these types and certain refundings of such bonds are not affected. For
the purposes of a Portfolio's investment limitation regarding concentration of
investments in any one industry, industrial development or other private
activity bonds ultimately payable by companies within the same industry will be
considered as if they were issued by issuers in the same industry.

Interfund Borrowing and Lending Program. The Trust, on behalf of the Portfolios,
has received exemptive relief from the SEC which permits a fund to participate
in an interfund borrowing and lending program among certain investment companies
advised by the Advisor. The interfund borrowing and lending program allows the
participating funds to borrow money from and loan money to each other for
temporary or emergency purposes. The program is subject to a number of
conditions designed to ensure fair and equitable treatment of all participating
funds, including the following: (1) no fund may borrow money through the program
unless it receives a more favorable interest rate than a rate approximating the
lowest interest rate at which bank loans would be available to any of the
participating funds under a loan agreement; and (2) no fund may lend money
through the program unless it receives a more favorable return than that
available from an investment in repurchase agreements and, to the extent
applicable, money market cash sweep arrangements. In addition, a fund may
participate in the program only if and to the extent that such participation is
consistent with the fund's investment objectives and policies (for instance,
money market funds would normally participate only as lenders and tax exempt
funds only as borrowers). Interfund loans and borrowings may extend overnight,
but could have a maximum duration of seven days. Loans may be called on one
day's notice. A Fund may have to borrow from a bank at a higher interest rate if
an interfund loan is called or not renewed. Any delay in repayment to a lending
fund could result in a lost investment opportunity or additional costs. The
program is subject to the oversight and periodic review of the Boards of the
participating funds. To the extent a Portfolio is actually engaged in borrowing
through the interfund lending program, a Portfolio, as a matter of
nonfundamental policy, may not borrow except in accordance with its fundamental
and nonfundamental policies.

Letters of Credit. Municipal obligations, including certificates of
participation, commercial paper and other short-term obligations, may be backed
by an irrevocable letter of credit of a bank which assumes the obligation for
payment of principal and interest in the event of default by the issuer. Only
banks which, in the opinion of the Advisor, are of investment quality comparable
to other permitted investments of a Portfolio may be used for letter of credit
backed investments.

Maintenance of $1.00 Net Asset Value, Credit Quality and Portfolio Maturity.
Pursuant to Rule 2a-7 of the 1940 Act, a Portfolio effects sales, redemptions
and repurchases at the net asset value per share, normally $1.00. In fulfillment
of its responsibilities under that rule, the Board of Trustees has approved
policies established by the Advisor reasonably calculated to prevent a
Portfolio's net asset value per share from deviating from $1.00 except under
unusual or extraordinary circumstances and the Board will periodically review
the Advisor's operations under such policies at regularly scheduled Board
meetings. Those policies include a weekly monitoring by the Advisor of
unrealized gains and losses in a Portfolio's investment portfolio, and when
necessary, in an effort to avoid deviation, taking corrective action, such as
adjusting the maturity of the investment portfolio, or, if possible, realizing
gains or losses to offset in part unrealized losses or gains. The result of
those policies may be that the yield on shares of a Portfolio will be lower than
would be the case if the policies were not in effect. Such policies also provide
for certain action to be taken with respect to Portfolio securities which
experience a downgrade in rating or suffer a default.

Securities eligible for investment by a Portfolio are those securities which are
generally rated (or issued by an issuer with comparable securities rated) in one
of the two highest short-term rating categories by at least two rating services
(or by one rating service, if no other rating agency has issued a rating with
respect to that security); 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. A Portfolio will not invest more than 5% of its total assets in the
securities of a single issuer, other than the US Government. A Portfolio may,
however, invest more than 5% of its total assets in the first tier securities of
a single issuer for a period of up to three business days after purchase,
although a Portfolio may not make more than one such investment at any time
during such period. A Portfolio may not invest more than 5% of its total assets
in securities which were second tier securities when acquired by a Portfolio.
Further, a Portfolio may not invest more than the greater of (1) 1% of its total
assets, or (2) one million dollars, in the securities of a single issuer which
were second tier securities when acquired by a Portfolio. For a description of
these ratings, see "Appendix B-- Ratings of Investments" in this SAI.

The assets of a Portfolio consist entirely of cash items and investments having
an effective maturity date of 397 calendar days (12 months for Money Market
Portfolio) or less from the date of purchase (including investment in repurchase
agreements, in which case maturity is measured by the repurchase date, without
respect to the maturity of the underlying obligation). The term "Government
Securities," as used herein, means securities issued or guaranteed as to
principal or interest by the US Government, its agencies or instrumentalities. A
Portfolio will be managed so that the average maturity of all instruments (on a
dollar-weighted basis) will be 90 days or less. The average maturity of a
Portfolio will vary according to the management's appraisal of money market
conditions. A Portfolio will invest only in securities determined by the
Advisor, pursuant to procedures adopted by the Board, to be of high quality with
minimal credit risks.

Municipal Lease Obligations and Participation Interests. Participation interests
represent undivided interests in municipal leases, installment purchase
contracts, conditional sales contracts or other instruments. These are typically
issued by a trust or other entity which has received an assignment of the
payments to be made by the state or political subdivision under such leases or
contracts. They may be variable rate or fixed rate.

A Portfolio may purchase from banks participation interests in all or part of
specific holdings of municipal obligations, provided the participation interest
is fully insured. Each participation is backed by an irrevocable letter of
credit or guarantee of the selling bank that the Advisor has determined meets
the prescribed quality standards of a Portfolio . Therefore, either the credit
of the issuer of the municipal obligation or the selling bank, or both, will
meet the quality standards of the particular fund. A Portfolio has the right to
sell the participation back to the bank after seven days' notice for the full
principal amount of a Portfolio's interest in the municipal obligation plus
accrued interest, but only (i) as required to provide liquidity to a Portfolio ,
(ii) to maintain a high quality investment portfolio or (iii) upon a default
under the terms of the municipal obligation. The selling bank will receive a fee
from a Portfolio in connection with the arrangement. A Portfolio will not
purchase participation interests unless in the opinion of bond counsel, counsel
for the issuers of such participations or counsel selected by the Advisor, the
interest from such participations is exempt from regular federal income tax for
a Portfolio.

A municipal lease obligation may take the form of a lease, installment purchase
contract or conditional sales contract which is issued by a state or local
government and authorities to acquire land, equipment and facilities. Income
from such obligations is generally exempt from state and local taxes in the
state of issuance. Municipal lease obligations frequently involve special risks
not normally associated with general obligations or revenue bonds. Leases and
installment purchase or conditional sale contracts (which normally provide for
title in the leased asset to pass eventually to the governmental issuer) have
evolved as a means for governmental issuers to acquire property and equipment
without meeting the constitutional and statutory requirements for the issuance
of debt. The debt issuance limitations are deemed to be inapplicable because of
the inclusion in many leases or contracts of "non-appropriation" clauses that
relieve the governmental issuer of any obligation to make future payments under
the lease or contract unless money is appropriated for such purpose by the
appropriate legislative body on a yearly or other periodic basis. In addition,
such leases or contracts may be subject to the temporary abatement of payments
in the event the issuer is prevented from maintaining occupancy of the leased
premises or utilizing the leased equipment. Although the obligations may be
secured by the leased equipment or facilities, the disposition of the property
in the event of nonappropriation or foreclosure might prove difficult, time
consuming and costly, and result in a delay in recovery or the failure to fully
recover a Portfolio's original investment. A Portfolio may also invest in a
municipal lease obligation by purchasing a participation interest in a municipal
lease obligation.

Certain municipal lease obligations and participation interests may be deemed
illiquid for the purpose of a Portfolio's limitation on investments in illiquid
securities. Other municipal lease obligations and participation interests
acquired by a Portfolio may be determined by the Advisor to be liquid securities
for the purpose of such limitation. In determining the liquidity of municipal
lease obligations and participation interests, the Advisor will consider a
variety of factors including: (1) the willingness of dealers to bid for the
security; (2) the number of dealers willing to purchase or sell the obligation
and the number of other potential buyers; (3) the frequency of trades or quotes
for the obligation; and (4) the nature of the marketplace trades. In addition,
the Advisor will consider factors unique to particular lease obligations and
participation interests affecting the marketability thereof. These include the
general creditworthiness of the issuer, the importance to the issuer of the
property covered by the lease and the likelihood that the marketability of the
obligation will be maintained throughout the time the obligation is held by a
Portfolio.

A Portfolio may purchase participation interests in municipal lease obligations
held by a commercial bank or other financial institution. Such participations
provide a Portfolio with the right to a pro rata undivided interest in the
underlying municipal lease obligations. In addition, such participations
generally provide a Portfolio with the right to demand payment, on not more than
seven days' notice, of all or any part of such Portfolio's participation
interest in the underlying municipal lease obligation, plus accrued interest.

Municipal Securities. Certain Municipal Securities, such as industrial
development bonds, are issued by or on behalf of public authorities to obtain
funds for purposes including privately operated airports, housing, conventions,
trade shows, ports, sports, parking or pollution control facilities or for
facilities for water, gas, electricity or sewage and solid waste disposal. Such
obligations, which may include lease arrangements, are included within the term
Municipal Securities if the interest paid thereon is exempt from federal income
tax. Other types of industrial development bonds, the proceeds of which are used
for the construction, equipment, repair or improvement of privately operated
industrial or commercial facilities, may constitute Municipal Securities,
although current federal tax laws place substantial limitations on the size of
such issues.

Municipal Securities which a Portfolio may purchase include, without limitation,
debt obligations issued to obtain funds for various public purposes, including
the construction of a wide range of public facilities such as airports, bridges,
highways, housing, hospitals, mass transportation, public utilities, schools,
streets, and water and sewer works. Other public purposes for which Municipal
Securities may be issued include refunding outstanding obligations, obtaining
funds for general operating expenses and obtaining funds to loan to other public
institutions and facilities.

Tax anticipation notes typically are sold to finance working capital needs of
municipalities in anticipation of receiving property taxes on a future date.
Bond anticipation notes are sold on an interim basis in anticipation of a
municipality issuing a longer-term bond in the future. Revenue anticipation
notes are issued in expectation of receipt of other types of revenue such as
those available under the Federal Revenue Sharing Program. Construction loan
notes are instruments insured by the Federal Housing Administration with
permanent financing by Fannie Mae or "Ginnie Mae" (the Government National
Mortgage Association) at the end of the project construction period.
Pre-refunded municipal bonds are bonds which are not yet refundable, but for
which securities have been placed in escrow to refund an original municipal bond
issue when it becomes refundable. Tax-free commercial paper is an unsecured
promissory obligation issued or guaranteed by a municipal issuer. A Portfolio
may purchase other Municipal Securities similar to the foregoing, which are or
may become available, including securities issued to pre-refund other
outstanding obligations of municipal issuers.

A Portfolio will invest in Municipal Securities that at the time of purchase:
(a) are rated within the two highest-ratings for Municipal Securities assigned
by Moody's (Aaa or Aa) or assigned by S&P (AAA or AA); (b) are guaranteed or
insured by the US Government as to the payment of principal and interest; (c)
are fully collateralized by an escrow of US Government securities acceptable to
a Portfolio's Advisor; (d) have at the time of purchase Moody's short-term
Municipal Securities rating of MIG-2 or higher or a municipal commercial paper
rating of P-2 or higher, or S&P's municipal commercial paper rating of A-2 or
higher; (e) are unrated, if longer term Municipal Securities of that issuer are
rated within the two highest rating categories by Moody's or S&P; or (f) are
determined to be at least equal in quality to one or more of the above ratings
in the discretion of a Portfolio's Advisor. See "Appendix B" for a more detailed
discussion of the Moody's and S&P ratings outlined above. In addition, a
Portfolio limits its investments to securities that meet the quality
requirements of Rule 2a-7 under the 1940 Act. See "Net Asset Value."

Dividends representing net tax-exempt interest income received by Tax-Exempt
Portfolio on Municipal Securities may be exempt from regular federal income tax
when distributed to the Portfolio's shareholders. Please refer to the section in
this SAI entitled "Taxes" for more information concerning the federal income tax
treatment of dividends representing net tax-exempt interest income received by
Tax-Exempt Portfolio on Municipal Securities. Such dividend income may be
subject to state and local taxes. Tax-Exempt Portfolio's assets will consist of
Municipal Securities, taxable temporary investments as described below and cash.
A Portfolio considers short-term Municipal Securities to be those that have a
remaining maturity of 397 calendar days (12 months for Money Market Portfolio)
or less. Examples of Municipal Securities that are issued with original
maturities of one year or less are short-term tax anticipation notes, bond
anticipation notes, revenue anticipation notes, construction loan notes,
pre-refunded municipal bonds, warrants and tax-free commercial paper.

Municipal Securities generally are classified as "general obligation" or
"revenue" issues. General obligation bonds are secured by the issuer's pledge of
its full credit and taxing power for the payment of principal and interest.
Revenue bonds are payable only from the revenues derived from a particular
facility or class of facilities or, in some cases, from the proceeds of a
special excise tax or other specific revenue source such as the user of the
facility being financed. Industrial development bonds held by a Portfolio are in
most cases revenue bonds and generally are not payable from the unrestricted
revenues of the issuer, and do not constitute the pledge of the credit of the
issuer of such bonds. Among other types of instruments, a Portfolio may purchase
tax-exempt commercial paper, warrants and short-term municipal notes such as tax
anticipation notes, bond anticipation notes, revenue anticipation notes,
construction loan notes and other forms of short-term loans. Such notes are
issued with a short-term maturity in anticipation of the receipt of tax
payments, the proceeds of bond placements or other revenues. A Portfolio may
invest in short-term "private activity" bonds.

The federal bankruptcy statutes relating to the adjustments of debts of
political subdivisions and authorities of states of the United States provide
that, in certain circumstances, such subdivisions or authorities may be
authorized to initiate bankruptcy proceedings without prior notice to or consent
of creditors, which proceedings could result in material adverse changes in the
rights of holders of obligations issued by such subdivisions or authorities.

Litigation challenging the validity under state constitutions of present systems
of financing public education has been initiated or adjudicated in a number of
states and legislation has been introduced to effect changes in public school
finances in some states. In other instances, there has been litigation
challenging the issuance of pollution control revenue bonds or the validity of
their issuance under state or federal law that ultimately could affect the
validity of those Municipal Securities or the federal income tax-free nature of
the interest thereon.

Municipal Trust Receipts. Tax-Exempt Portfolio may invest up to 50% of its net
assets in municipal trust receipts ("MTRs"). An additional 10% of the
Portfolio's net assets may also be invested in MTRs on a temporary basis at the
Advisor's discretion to manage inflows into the Portfolio. MTRs are sometimes
called municipal asset-backed securities, floating rate trust certificates, or
municipal securities trust receipts. MTRs are typically structured by a bank,
broker-dealer or other financial institution by depositing municipal securities
into a trust or partnership, coupled with a conditional right to sell, or put,
the holder's interest in the underlying securities at par plus accrued interest
to a financial institution. MTRs may be issued as fixed or variable rate
instruments. These trusts are organized so that the purchaser of the MTR would
be considered to be investing for federal income tax purposes in the underlying
municipal securities. This structure is intended to allow the federal income
tax-exempt status of interest generated by the underlying asset to pass through
to the purchaser. The Portfolio's investments in MTRs are subject to similar
risks as other investments in debt obligations, including interest rate risk,
credit risk and security selection risk. Additionally, investments in MTRs raise
certain tax issues that may not be presented by direct investments in municipal
bonds. There is some risk that certain issues could be resolved in a manner that
could adversely impact the performance of the Portfolio. The Portfolio expects
to invest in MTRs for which a legal opinion has been given to the effect that
the income from an MTR is tax-exempt for federal income tax purposes to the same
extent as the underlying bond(s), although it is possible that the Internal
Revenue Service (the "IRS") will take a different position and there is a risk
that the interest paid on such MTRs would be deemed taxable.

Repurchase Agreements. A Portfolio may invest in repurchase agreements, which
are instruments under which a Portfolio acquires ownership of a security from a
broker-dealer or bank that agrees to repurchase the security at a mutually
agreed upon time and price (which price is higher than the purchase price),
thereby determining the yield during a Portfolio's holding period. Maturity of
the securities subject to repurchase may exceed one year. In the event of a
bankruptcy or other default of a seller of a repurchase agreement, a Portfolio
might have expenses in enforcing its rights, and could experience losses,
including a decline in the value of the underlying securities and loss of
income.

A Portfolio may enter into repurchase agreements with any member bank of the
Federal Reserve System or any domestic broker/dealer which is recognized as a
reporting government securities dealer if the creditworthiness of the bank or
broker/dealer has been determined by the Advisor to be at least as high as that
of other obligations a Portfolio may purchase or to be at least equal to that of
issuers of commercial paper rated within the two highest grades assigned by
Moody's, S&P or Fitch.

A repurchase agreement provides a means for a Portfolio to earn taxable income
on funds for periods as short as overnight. It is an arrangement under which the
purchaser (i.e., a Portfolio) acquires a security ("Obligation") and the seller
agrees, at the time of sale, to repurchase the Obligation at a specified time
and price. Securities subject to a repurchase agreement are held in a segregated
account and the value of such securities kept at least equal to the repurchase
price on a daily basis. The repurchase price may be higher than the purchase
price, the difference being income to a Portfolio, or the purchase and
repurchase prices may be the same, with interest at a stated rate due to a
Portfolio together with the repurchase price on the date of repurchase. In
either case, the income to a Portfolio (which is taxable for federal income tax
purposes) is unrelated to the interest rate on the Obligation itself.
Obligations will be held by the custodian or in the Federal Reserve Book Entry
system.

It is not clear whether a court would consider the Obligation purchased by a
Portfolio subject to a repurchase agreement as being owned by that Portfolio or
as being collateral for a loan by a Portfolio to the seller. In the event of the
commencement of bankruptcy or insolvency proceedings with respect to the seller
of the Obligation before repurchase of the Obligation under a repurchase
agreement, a Portfolio may encounter delay and incur costs before being able to
sell the security. Delays may involve loss of interest or decline in price of
the Obligation. If the court characterized the transaction as a loan and a
Portfolio has not perfected an interest in the Obligation, a Portfolio may be
required to return the Obligation to the seller's estate and be treated as an
unsecured creditor of the seller. As an unsecured creditor, a Portfolio is at
risk of losing some or all of the principal and income involved in the
transaction. As with any unsecured debt obligation purchased for a Portfolio,
the Advisor seeks to minimize the risk of loss through repurchase agreements by
analyzing the creditworthiness of the obligor, in this case the seller of the
Obligation. Apart from the risk of bankruptcy or insolvency proceedings, there
is also the risk that the seller may fail to repurchase the Obligation, in which
case a Portfolio may incur a loss if the proceeds to a Portfolio of the sale to
a third party are less than the repurchase price. However, if the market value
of the Obligation subject to the repurchase agreement becomes less than the
repurchase price (including interest), a Portfolio will direct the seller of the
Obligation to deliver additional securities so that the market value of all
securities subject to the repurchase agreement will equal or exceed the
repurchase price. It is possible that a Portfolio will be unsuccessful in
seeking to enforce the seller's contractual obligation to deliver additional
securities.

Commercial Paper. Subject to its investment objectives and policies, a Portfolio
may invest in commercial paper issued by major corporations under the 1933 Act
in reliance on the exemption from registration afforded by Section 3(a)(3)
thereof. Such commercial paper may be issued only to finance current
transactions and must mature in nine months or less. Trading of such commercial
paper is conducted primarily by institutional investors through investment
dealers, and individual investor participation in the commercial paper market is
very limited. A Portfolio also may invest in commercial paper issued in reliance
on the so-called "private placement" exemption from registration afforded by
Section 4(2) of the 1933 Act ("Section 4(2) paper"). Section 4(2) paper is
restricted as to disposition under the federal securities laws, and generally is
sold to institutional investors such as a Portfolio who agree that they are
purchasing the paper for investment and not with a view to public distribution.
Any resale by the purchaser must be in an exempt transaction. Section 4(2) paper
normally is resold to other institutional investors like a fund through or with
the assistance of the issuer or investment dealers who make a market in the
Section 4(2) paper, thus providing liquidity. The Advisor considers the legally
restricted but readily saleable Section 4(2) paper to be liquid; however,
pursuant to procedures approved by a Portfolio's Board, if a particular
investment in Section 4(2) paper is not determined to be liquid, that investment
will be included within the limitation of a Portfolio on illiquid securities.
The Advisor monitors the liquidity of its investments in Section 4(2) paper on a
continuing basis.

Securities Backed by Guarantees. A Portfolio may invest in securities backed by
guarantees from banks, insurance companies and other financial institutions. A
money market fund's ability to maintain a stable share price may depend upon
such guarantees, which are not supported by federal deposit insurance.
Consequently, changes in the credit quality of these institutions could have an
adverse impact on securities they have guaranteed or backed, which could cause
losses to a Portfolio and affect its share price.

Stand-by Commitments. A stand-by commitment is a right acquired by a Portfolio,
when it purchases a municipal obligation from a broker, dealer or other
financial institution ("seller"), to sell up to the same principal amount of
such securities back to the seller, at a Portfolio's option, at a specified
price. Stand-by commitments are also known as "puts." The exercise by a
Portfolio of a stand-by commitment is subject to the ability of the other party
to fulfill its contractual commitment.

Stand-by commitments acquired by a Portfolio may have the following features:
(1) they will be in writing and will be physically held by a Portfolio's
custodian; (2) a Portfolio's right to exercise them will be unconditional and
unqualified; (3) they will be entered into only with sellers which in the
Advisor's opinion present a minimal risk of default; (4) although stand-by
commitments will not be transferable, municipal obligations purchased subject to
such commitments may be sold to a third party at any time, even though the
commitment is outstanding; and (5) their exercise price will be (i) a
Portfolio's acquisition cost (excluding any accrued interest which a Portfolio
paid on their acquisition), less any amortized market premium or plus any
amortized original issue discount during the period a Portfolio owned the
securities, plus (ii) all interest accrued on the securities since the last
interest payment date.

A Portfolio expects that stand-by commitments generally will be available
without the payment of any direct or indirect consideration. However, if
necessary or advisable, a Portfolio will pay for Stand-by commitments, either
separately in cash or by paying a higher price for Portfolio securities which
are acquired subject to the commitments.

It is difficult to evaluate the likelihood of use or the potential benefit of a
Stand-by commitment. Therefore, it is expected that the Advisor will determine
that Stand-by commitments ordinarily have a "fair value" of zero, regardless of
whether any direct or indirect consideration was paid. However, if the market
price of the security subject to the Stand-by commitment is less than the
exercise price of the Stand-by commitment, such security will ordinarily be
valued at such exercise price. Where a Portfolio has paid for a Stand-by
commitment, its cost will be reflected as unrealized depreciation for the period
during which the commitment is held.

The IRS has issued a favorable revenue ruling to the effect that, under
specified circumstances, a registered investment company will be the owner of
tax-exempt municipal obligations acquired subject to a put option. The IRS has
also issued private letter rulings to certain taxpayers (which do not serve as
precedent for other taxpayers) to the effect that tax-exempt interest received
by a regulated investment company with respect to such obligations will be
tax-exempt in the hands of the company and may be distributed to its
shareholders as exempt-interest dividends. The IRS has subsequently announced
that it will not ordinarily issue advance ruling letters as to the identity of
the true owner of property in cases involving the sale of securities or
participation interests therein if the purchaser has the right to cause the
security, or the participation interest therein, to be purchased by either the
seller or a third party. A Portfolio intends to take the position that it owns
any municipal obligations acquired subject to a Stand-by commitment and that
tax-exempt interest earned with respect to such municipal obligations will be
tax-exempt in its hands. There is no assurance that the IRS will agree with such
position in any particular case.

Third Party Puts. A Portfolio may purchase long-term fixed rate bonds that have
been coupled with an option granted by a third party financial institution
allowing a Portfolio at specified intervals not exceeding 397 calendar days (12
months for Money Market Portfolio) to tender (or "put") the bonds to the
institution and receive the face value thereof (plus accrued interest). These
third party puts are available in several different forms, may be represented by
custodial receipts or trust certificates and may be combined with other features
such as interest rate swaps. A Portfolio receives a short-term rate of interest
(which is periodically reset), and the interest rate differential between that
rate and the fixed rate on the bond is retained by the financial institution.
The financial institution granting the option does not provide credit
enhancement, and in the event that there is a default in the payment of
principal or interest, or downgrading of a bond or a loss of the bond's
tax-exempt status, the put option will terminate automatically, the risk to a
Portfolio will be that of holding such a long-term bond and the weighted average
maturity of a Portfolio's investments and the Portfolio's liquidity would be
adversely affected.

These bonds coupled with puts may present the same tax issues as are associated
with Stand-by Commitments. As with any Stand-by commitments acquired by a
Portfolio, a Portfolio intends to take the position for federal income tax
purposes that it is the owner of any municipal obligation acquired subject to a
third-party put, and that tax-exempt interest earned with respect to such
municipal obligations will be tax-exempt in its hands. There is no assurance
that the IRS will agree with such position in any particular case. Additionally,
the federal income tax treatment of certain other aspects of these investments,
including the treatment of tender fees and swap payments, in relation to various
regulated investment company tax provisions is unclear. However, the Advisor
seeks to manage a Portfolio in a manner designed to minimize any adverse impact
from these investments.

US Government Securities. There are two broad categories of US Government debt
instruments: (a) direct obligations of the US Treasury, and (b) securities
issued or guaranteed by US Government agencies.

Examples of direct obligations of the US Treasury are Treasury bills, notes,
bonds and other debt securities issued by the US Treasury. These instruments are
backed by the "full faith and credit" of the United States. They differ
primarily in interest rates, the length of maturities and the dates of issuance.
Treasury bills have original maturities of one year or less. Treasury notes have
original maturities of one to ten years and Treasury bonds generally have
original maturities of greater than ten years.

Some agency securities are backed by the full faith and credit of the United
States (such as Maritime Administration Title XI Ship Financing Bonds and Agency
for International Development Housing Guarantee Program Bonds) and others are
backed only by the rights of the issuer to borrow from the US Treasury (such as
Federal Home Loan Bank Bonds and Federal National Mortgage Association Bonds),
while still others, such as the securities of the Federal Farm Credit Bank, are
supported only by the credit of the issuer. With respect to securities supported
only by the credit of the issuing agency or by an additional line of credit with
the US Treasury, there is no guarantee that the US Government will provide
support to such agencies and such securities may involve risk of loss of
principal and interest.

US Government Securities may include "zero coupon" securities that have been
stripped by the US Government of their unmatured interest coupons and
collateralized obligations issued or guaranteed by a US Government agency or
instrumentality.

Interest rates on US Government obligations may be fixed or variable. Interest
rates on variable rate obligations are adjusted at regular intervals, at least
annually, according to a formula reflecting then current specified standard
rates, such as 91-day US Treasury bill rates. These adjustments generally tend
to reduce fluctuations in the market value of the securities.

Normally, the value of investments in US Government Securities varies inversely
with changes in interest rates. For example, as interest rates rise the value of
investments in US Government Securities will tend to decline, and as interest
rates fall the value of a Portfolio's investments will tend to increase. In
addition, the potential for appreciation in the event of a decline in interest
rates may be limited or negated by increased principal prepayments with respect
to certain Mortgage-Backed Securities, such as Government National Mortgage
Association ("GNMA") (also known as Ginnie Mae) Certificates. Prepayments of
high interest rate Mortgage-Backed Securities during times of declining interest
rates will tend to lower the return of a Portfolio and may even result in losses
to a Portfolio if some securities were acquired at a premium. Moreover, during
periods of rising interest rates, prepayments of Mortgage-Backed Securities may
decline, resulting in the extension of a Portfolio's average maturity. As a
result, a Portfolio's return may experience greater volatility during periods of
rising interest rates than under normal market conditions.

Until recently, the Federal National Mortgage Association ("FNMA") (also known
as Fannie Mae) and the Federal Home Loan Mortgage Corporation ("FHLMC") (also
known as Freddie Mac) were government-sponsored corporations owned entirely by
private stockholders. Both issue mortgage-related securities that contain
guarantees as to timely payment of interest and principal but that are not
backed by the full faith and credit of the US government. The value of the
companies' securities fell sharply in 2008 due to concerns that the firms did
not have sufficient capital to offset losses. In mid-2008, the US Treasury was
authorized to increase the size of home loans that FNMA and FHLMC could purchase
in certain residential areas and, until 2009, to lend FNMA and FHLMC emergency
funds and to purchase the companies' stock. More recently, in September 2008,
the US Treasury announced that FNMA and FHLMC had been placed in conservatorship
by the Federal Housing Finance Agency ("FHFA"), a newly created independent
regulator. In addition to placing the companies in conservatorship, the US
Treasury announced three additional steps that it intended to take with respect
to FNMA and FHLMC. First, the US Treasury has entered into preferred stock
purchase agreements ("PSPAs") under which, if the FHFA determines that FNMA's or
FHLMC's liabilities have exceeded its assets under generally accepted accounting
principles, the US Treasury will contribute cash capital to the company in an
amount equal to the difference between liabilities and assets. The PSPAs are
designed to provide protection to the senior and subordinated debt and the
mortgage-backed securities issued by FNMA and FHLMC. Second, the US Treasury
established a new secured lending credit facility that is available to FNMA and
FHLMC until December 2009. Third, the US Treasury initiated a temporary program
to purchase FNMA and FHLMC mortgage-backed securities, which is expected to
continue until December 2009. No assurance can be given that the US Treasury
initiatives discussed above with respect to the debt and mortgage-backed
securities issued by FNMA and FHLMC will be successful.

Variable Rate Securities. A Portfolio may invest in instruments having rates of
interest that are adjusted periodically or that "float" continuously according
to formulae intended to minimize fluctuation in values of the instruments
("Variable Rate Securities"). The interest rate of Variable Rate Securities
ordinarily is determined by reference to or is a percentage of an objective
standard such as a bank's prime rate, the 90-day US Treasury bill rate, or the
rate of return on commercial paper or bank certificates of deposit. Generally,
the changes in the interest rate on Variable Rate Securities reduce the
fluctuation in the market value of such securities. Accordingly, as interest
rates decrease or increase, the potential for capital appreciation or
depreciation is less than for fixed-rate obligations. Some Variable Rate
Securities have a demand feature entitling the purchaser to resell the
securities at an amount approximately equal to amortized cost or the principal
amount thereof plus accrued interest ("Variable Rate Demand Securities"). As is
the case for other Variable Rate Securities, the interest rate on Variable Rate
Demand Securities varies according to some objective standard intended to
minimize fluctuation in the values of the instruments. A Portfolio determines
the maturity of Variable Rate Securities in accordance with Rule 2a-7, which
allows a Portfolio to consider certain of such instruments as having maturities
shorter than the maturity date on the face of the instrument.

Investment Company Securities. A Portfolio may acquire securities of other
investment companies to the extent consistent with its investment objective and
investment policies and subject to the limitations of the 1940 Act. A Portfolio
will indirectly bear its proportionate share of any management fees and other
expenses paid by such other investment companies.

Portfolio Holdings Information

In addition to the public disclosure of portfolio holdings through required SEC
quarterly filings, a Portfolio may make its portfolio holdings information
publicly available on the DWS Funds' Web site as described in each Portfolio's
prospectus. Each Portfolio does not disseminate non-public information about
portfolio holdings except in accordance with policies and procedures adopted by
each Portfolio.

Each Portfolio'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 each Portfolio 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 each Portfolio's procedures. This non-public
information may also be disclosed, subject to the requirements described below,
to certain third parties, such as securities lending agents, financial printers,
proxy voting firms, mutual fund analysts and rating and tracking agencies, or to
shareholders in connection with in-kind redemptions (collectively, "Authorized
Third Parties").

Prior to any disclosure of each Portfolio's non-public portfolio holdings
information to Authorized Third Parties, a person authorized by each Portfolio's
Trustees must make a good faith determination in light of the facts then known
that a Portfolio has a legitimate business purpose for providing the
information, that the disclosure is in the best interest of each Portfolio, 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 each Portfolio or
DeAM for disclosing non-public holdings information. Periodic reports regarding
these procedures will be provided to each Portfolio's Trustees.

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 each
Portfolio and information derived therefrom, including, but not limited to, how
each Portfolio'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, alpha,
beta, tracking error, default rate, portfolio turnover, and risk and style
characteristics so long as the identity of each Portfolio'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 a
Portfolio's Trustees exercise control over such policies. In addition, separate
account clients of DeAM have access to their portfolio holdings and are not
subject to a portfolio holdings disclosure policy. The portfolio holdings of
some of the Portfolios subadvised by DeAM and some of the separate accounts
managed by DeAM may substantially overlap with the portfolio holdings of a
Portfolio.

DeAM also manages certain unregistered commingled trusts and creates model
portfolios, the portfolio holdings of which may substantially overlap with the
portfolio holdings of a Portfolio. 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 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 a Portfolio's policies and procedures with respect to
the disclosure of portfolio holdings information will protect a Portfolio from
the potential misuse of portfolio holdings information by those in possession of
that information.

                          MANAGEMENT OF THE PORTFOLIOS

Investment Advisor

DIMA, which is part of DeAM, is the investment advisor for the Portfolios. Under
the supervision of the Boards of Trustees of the Portfolios, DIMA, with
headquarters at 345 Park Avenue, New York, New York, makes the Portfolios'
investment decisions, buys and sells securities for the Portfolios and conducts
research that leads to these purchase and sale decisions. The Advisor manages
each Portfolio's daily investment and business affairs subject to the policies
established by the Trust's Board of Trustees. 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. DIMA
is also responsible for selecting brokers and dealers and for negotiating
brokerage commissions and dealer charges.

DeAM 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. DeAM is a global asset management organization that offers a wide range
of investing expertise and resources, including hundreds of portfolio managers
and analysts and an office network that reaches the world's major investment
centers. This well-resourced global investment platform brings together a wide
variety of experience and investment insight, across industries, regions, asset
classes and investing styles. DIMA is an indirect, wholly owned subsidiary of
Deutsche Bank AG. Deutsche Bank AG is a major global banking institution that is
engaged in a wide range of financial services, including investment management,
mutual fund, retail, private and commercial banking, investment banking and
insurance. DWS Investments is part of Deutsche Bank's Asset Management division
and, within the US, represents the retail asset management activities of
Deutsche Bank AG, Deutsche Bank Trust Company Americas, Deutsche Investment
Management Americas Inc. and DWS Trust Company.

The Advisor 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 a Portfolio 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 a Portfolio is likely to differ from these other mutual funds in size, cash
flow pattern and tax matters. Accordingly, the holdings and performance of a
Portfolio can be expected to vary from those of these other mutual funds.

Certain investments may be appropriate for a Portfolio and also for other
clients advised by the Advisor. Investment decisions for a Portfolio 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 a Portfolio. Purchase and sale orders for a Portfolio may be combined
with those of other clients of the Advisor in the interest of achieving the most
favorable net results to a Portfolio.

The investment management agreement for Money Market Portfolio (the "Management
Agreement") will continue in effect from year to year if its continuance is
approved annually by a vote of a majority of the those Trustees who are not
parties to the Management Agreement or interested persons of the Advisor or the
Trust, cast in person at a meeting called for the purpose of such approval, and
either by a vote of the Trust, Trustees or a majority of the outstanding voting
securities of Money Market Portfolio.

The Trustees and the shareholders of Government & Agency Securities Portfolio
and Tax-Exempt Portfolio recently approved amended and restated investment
management agreements (each an "Amended Management Agreement"). Each Amended
Management Agreement continues in effect from year to year so long as such its
continuance is approved annually by a vote of the Board of Trustees of the
Portfolios, including the Trustees who are not interested persons of the
Portfolios and who have no direct or indirect financial interest in the Amended
Management Agreement.

In reviewing the terms of the Management Agreement and Amended Management
Agreements, and in discussions with the Advisor concerning such agreements, the
Trustees of each Trust who are not "interested persons" of the Advisor are
represented by independent counsel at the Portfolios' expense.

The Management Agreement. Pursuant to the Management Agreement between Money
Market Portfolio and the Advisor, the Advisor acts as its 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 Portfolio if elected to such positions. The Management Agreement
may be terminated at any time without payment of penalty by either party on
sixty days' written notice and automatically terminates in the event of its
assignment. To the extent permissible by law, the Advisor may appoint certain of
its affiliates as sub-advisors to perform certain of the Advisor's duties.

Under the Management Agreement, the Advisor regularly provides the Money Market
Portfolio with continuing investment management consistent with its investment
objective, policies and restrictions and determines what securities shall be
purchased, held or sold and what portion of its assets shall be held uninvested,
subject to the Trust's Declaration of Trust, By-Laws, the 1940 Act, the Internal
Revenue Code of 1986, as amended (the "Code") and to its investment objective,
policies and restrictions, and subject, further, to such policies and
instructions as the Board of Trustees of the Trust may from time to time
establish. The Advisor also advises and assists the officers of the Trust in
taking such steps as are necessary or appropriate to carry out the decisions of
its Trustees and the appropriate committees of the Trustees regarding the
conduct of the business of Money Market Portfolio.

Under the Management Agreement, the Advisor also renders administrative services
(not otherwise provided by third parties) necessary for Money Market Portfolio's
operations as an open-end investment company including, but not limited to,
preparing reports and notices to the Trustees and shareholders; supervising,
negotiating contractual arrangements with, and monitoring various third-party
service providers to the Trust (such as the Trust's transfer agent, pricing
agents, Custodian, accountants and others); preparing and making filings with
the SEC and other regulatory agencies; assisting in the preparation and filing
of the Trust's federal, state and local tax returns; preparing and filing the
Trust's federal excise tax returns; assisting with investor and public relations
matters; monitoring the valuation of securities and the calculation of net asset
value; monitoring the registration of shares of the Trust under applicable
federal and state securities laws; maintaining the Trust's books and records to
the extent not otherwise maintained by a third party; assisting in establishing
accounting policies of the Trust; assisting in the resolution of accounting and
legal issues; establishing and monitoring the Trust's operating budget;
processing the payment of the Trust's bills; assisting the Trust in, and
otherwise arranging for, the payment of distributions and dividends; and
otherwise assisting the Trust in the conduct of its business, subject to the
direction and control of the Trustees.

Under the Management Agreement, Money Market Portfolio is responsible for all of
its other expenses including: organizational costs, fees and expenses incurred
in connection with membership in investment company organizations; brokers'
commissions; legal, auditing and accounting expenses; insurance; taxes and
governmental fees; the fees and expenses of the transfer agent; any other
expenses of issue, sale, underwriting, distribution, redemption or repurchase of
shares; the expenses of and the fees for registering or qualifying securities
for sale; the fees and expenses of Trustees, officers and employees of the
Portfolio who are not affiliated with the Advisor; the cost of printing and
distributing reports and notices to shareholders; and the fees and disbursements
of custodians. The Portfolio may arrange to have third parties assume all or
part of the expenses of sale, underwriting and distribution of shares of the
Portfolio. The Portfolio is also responsible for its expenses of shareholders'
meetings, the cost of responding to shareholders' inquiries, and its expenses
incurred in connection with litigation, proceedings and claims and the legal
obligation it may have to indemnify its officers and Trustees of the Portfolio
with respect thereto.

The Management Agreement provides that the Advisor shall not be liable for any
error of judgment or mistake of law or for any loss suffered by the Money Market
Portfolio in connection with matters to which the Management Agreement relates,
except a loss resulting from willful misfeasance, 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 Management
Agreement.

Money Market Portfolio, or the Advisor (including any affiliate of the Advisor),
or both, may pay unaffiliated third parties for providing recordkeeping and
other administrative services with respect to accounts of participants in
retirement plans or other beneficial owners of Portfolio shares whose interests
are held in an omnibus account.

For the services and facilities furnished to Money Market Portfolio, Money
Market Portfolio pays a monthly investment management fee on a graduated basis
at 1/12 of 0.22% of the first $500 million of combined average daily net assets
of Money Market Portfolio, Government & Agency Securities Portfolio and
Tax-Exempt Portfolio, 0.20% of the next $500 million, 0.175% of the next $1
billion, 0.16% of the next $1 billion and 0.15% of combined average daily net
assets of Money Market Portfolio, Government & Agency Securities Portfolio and
Tax-Exempt Portfolio over $3 billion. The investment management fee is computed
based on average daily net assets of Government & Agency Portfolio, Money Market
Portfolio and Tax-Exempt Portfolio and allocated to Money Market Portfolio based
upon the relative net assets of Money Market Portfolio.

The Amended Management Agreement:

Pursuant to each Amended Management Agreement between each of Government &
Agency Securities Portfolio and Tax-Exempt Portfolio and the Advisor, the
Advisor provides continuing investment management of a Portfolio's assets. In
addition to the investment management of a Portfolio's assets, the Advisor
determines the investments to be made for a 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 a Portfolio's policies as
stated in its prospectus and SAI, or as adopted by the Portfolios' Board. The
Advisor will also monitor, to the extent not monitored by a Portfolios'
administrator or other agent, the Portfolios' compliance with its investment and
tax guidelines and other compliance policies.

The Advisor provides assistance to the Portfolios' Board in valuing the
securities and other instruments held by the Portfolios, to the extent
reasonably required by valuation policies and procedures that may be adopted by
the Portfolios.

Pursuant to each Amended Management Agreement (unless otherwise provided in the
Amended Management Agreement or as determined by a Portfolio's 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
Portfolios, including a Portfolio's share of payroll taxes, who are affiliated
persons of the Advisor.

Each Amended Management Agreement provides that a Portfolio is 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 Portfolio, a
Portfolio's custodian, or other agents of the Portfolio; taxes and governmental
fees; fees and expenses of the Portfolio'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 Portfolio; and litigation expenses and other
extraordinary expenses not incurred in the ordinary course of the Portfolio's
business.

Each Amended Management Agreement allows the Advisor to delegate any of its
duties under the Amended Management Agreement to a subadvisor, subject to a
majority vote of the Board of the Portfolios, including a majority of the
Independent Board Members, and, if required by applicable law, subject to a
majority vote of a Portfolio's shareholders.

Each Amended Management Agreement provides that the Advisor shall not be liable
for any error of judgment or mistake of law or for any loss suffered by a
Portfolio in connection with matters to which the Amended Management 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
Amended Management Agreement. The Amended Management Agreement 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 applicable Portfolio on 60
days' written notice.

For all services provided under its Amended Management Agreement, each Portfolio
pays the Advisor a fee, computed daily and paid monthly, at the annual rate as a
percentage of net assets shown below:

Portfolio                                                Management Fee Rate
---------                                                -------------------

Government & Agency Securities Portfolio(1), (2)        0.120% to $500 million
                                                       0.100% next $500 million
                                                       0.075% next $1.0 billion
                                                       0.060% next $1.0 billion
                                                          0.050% thereafter

Tax-Exempt Portfolio(1)
                                                       0.120% to $500 million
                                                       0.100% next $500 million
                                                       0.075% next $1.0 billion
                                                       0.060% next $1.0 billion
                                                          0.050% thereafter
(1)    The management fee is computed based on the combined average daily net
       assets of Government & Agency Securities Portfolio, Money Market
       Portfolio and Tax-Exempt Portfolio, each a series of Cash Account Trust,
       and allocated to the Government & Agency Securities Portfolio and
       Tax-Exempt Portfolio based upon each Portfolio's relative net assets.
(2)    The Advisor has agreed to reduce its management fee such that after
       allocation of the fee to each series of Cash Account Trust the amount
       payable by Government & Agency Securities Portfolio will be limited to
       0.050% of its average daily net assets.

Prior to June 1, 2008, for the services and facilities furnished to Government &
Agency Securities Portfolio and Tax-Exempt Portfolio, each a series of Cash
Account Trust, the Portfolios paid a monthly investment management fee on a
graduated basis at 1/12 of 0.22% of the first $500 million of combined average
daily net assets of Government & Agency Securities Portfolio and Tax-Exempt
Portfolio, 0.20% of the next $500 million, 0.175% of the next $1 billion, 0.16%
of the next $1 billion and 0.15% of combined average daily net assets of
Government & Agency Securities Portfolio and Tax-Exempt Portfolio over $3
billion. The investment management fee was computed based on average daily net
assets of Government & Agency Securities Portfolio, Money Market Portfolio and
Tax-Exempt Portfolio and allocated among each Portfolio based upon the relative
net assets of each Portfolio. The monthly fee payable by the portfolios was
reduced to the extent necessary in order that the amount payable by the
Government & Agency Securities Portfolio, after allocation of the fee to the
Portfolios, was limited to 1/12 of 0.15% of the average daily net assets
attributable to the Government & Agency Securities Portfolio, with the effect of
such fee reduction being applied only to the Government & Agency Securities
Portfolio.

Management Fees:

The Money Market Portfolio, Government & Agency Securities Portfolio and
Tax-Exempt Portfolio paid the Advisor fees of $ 7,571,490, $ 6,321,775 (of which
$707,785 was waived) and $ 2,665,307, respectively for the fiscal year ended
April 30, 2009; $7,185,497, $6,714,907 (of which $419,682 was waived) and
$5,823,199, respectively for the fiscal year ended April 30, 2008; and
$7,459,820, $3,853,285 (of which $69,497 was waived) and $2,136,882 (of which
$22,576 was waived), respectively, for the fiscal year ended April 30, 2007.

For Money Market Portfolio and Government & Agency Securities Portfolio, the
portfolio's distributor and D.A. Davidson & Company, the sole sub-distributor of
the Davidson Cash Equivalent Shares, may voluntarily waive or reimburse certain
operating expenses from time to time in order to maintain portfolio expenses at
agreed upon levels. This waiver or reimbursement arrangement may be terminated
at any time at the option of the distributor and D.A. Davidson & Company,
subject to the terms of their arrangement.

Through September 30, 2010, the portfolio's distributor and D.A. Davidson & Co.,
the sole sub-distributor of the Davidson Cash Equivalent Shares, have
contractually agreed to waive or reimburse certain operating expenses in order
to maintain the portfolio's Davidson Cash Equivalent Shares total annual
operating expenses at a level no higher than 0.85% of average daily net assets,
excluding certain expenses such as extraordinary expenses, taxes, brokerage and
interest.


D.A. Davidson & Co., the sole sub- distributor of Davidson Cash Equivalent
Shares, may periodically waive fees in order to maintain minimum yield levels.
These waivers may be changed or terminated at any time without notice.

From time to time, Deutsche Bank or an affiliate (collectively, "DB") may at its
sole discretion invest its own assets in shares of each Portfolio's
("proprietary investment") for such purposes it deems appropriate, including
investments designed to assist in the management of each Portfolio's portfolio.
Any proprietary investment may be hedged and, in that event, the return on the
proprietary investment, net of the effect of the hedge, would be expected to
differ from the return of each Portfolio. DB has no obligation to make any
proprietary investments and the amount of any proprietary investment that is
made may or may not be significant in comparison to the level of assets of each
Portfolio. In the event that a proprietary investment is made, except as
otherwise required under the Investment Company Act of 1940, DB would be
permitted to redeem the investment at such time that it deems appropriate.

Subadvisor Approval Policy. The Trustees and shareholders of Government & Agency
Securities Portfolio and Tax-Exempt Portfolio approved a new subadvisor policy
for each of these Portfolios (the "Subadvisor Approval Policy"). The Subadvisor
Approval Policy permits the Advisor, subject to the approval of the Board,
including a majority of the Independent Board Members, to terminate an existing
subadvisor or sub-subadvisor and hire another subadvisor or sub-subadvisor, as
applicable, and materially amend an existing subadvisory agreement or
sub-subadvisory agreement without obtaining shareholder approval. The Portfolios
could not implement the Subadvisor Approval Policy without the SEC granting the
Portfolios exemptive relief. A number of other mutual fund complexes have
obtained exemptive relief with respect to an advisor's ability to appoint,
replace or amend the subadvisory agreement with unaffiliated subadvisors and
subadvisors that are wholly owned subsidiaries of the advisor. However,
exemptive relief with regard to an advisor's ability to appoint, replace or
amend the subadvisory agreement with a subadvisor, who is affiliated with, but
not a wholly owned subsidiary of, the advisor, without shareholder approval,
would be more expansive relief than previously granted by the SEC. In addition,
exemptive relief with regard to an advisor's ability to appoint, replace or
amend a sub-subadvisory agreement with a sub-advisor, without shareholder
approval, would be more expansive relief than previously obtained by other
mutual fund complexes. Accordingly, there can be no assurance that the
Portfolios' exemptive application will be granted by the SEC or that it will be
sufficiently broad to allow the Portfolios to implement the Subadvisor Approval
Policy as described above. The SEC also proposed Rule 15a-5 under the 1940 Act
in October 2003 to permit the appointment and termination of subadvisors and
amendments to subadvisory agreements without shareholder approval. No action has
been taken on proposed Rule 15a-5 under the 1940 Act since its proposal and
there is no assurances that the rule will be adopted as proposed. The Portfolios
and the Advisor will be subject to the conditions imposed by the SEC (either by
an exemptive order or as part of the final rule) whenever the Advisor acts under
the Subadvisor Approval Policy, including any shareholder notice requirements.

Code of Ethics

The Board of Trustees of the Trust has adopted a Code of Ethics pursuant to Rule
17j-1 under the 1940 Act. The Trust's Code of Ethics permits access persons of
the Portfolios (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 Portfolios, but
requires compliance with the Code's pre-clearance requirements, subject to
certain exceptions. In addition, the Trust's Code of Ethics provides for trading
"blackout periods" that prohibit trading of personnel within periods of trading
by the Portfolios in the same security. The Trust's 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 Portfolios' Distributor, DIDI)
have each adopted a Code of Ethics pursuant to 17j-1 under the 1940 Act (the
"Consolidated Code"). The Consolidated Code permits access persons to trade in
securities that may be purchased or held by the Portfolios 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 Portfolios 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.

Regulatory Matters and Legal Proceedings

On December 21, 2006, Deutsche Asset Management ("DeAM") settled proceedings
with the Securities and Exchange Commission ("SEC") and the New York Attorney
General on behalf of Deutsche Asset Management, Inc. ("DAMI") and DIMA, the
investment advisors to many of the DWS Investments funds, regarding allegations
of improper trading of fund shares at DeAM and at the legacy Scudder and Kemper
organizations prior to their acquisition by DeAM in April 2002. These regulators
alleged that although the prospectuses for certain funds in the regulators' view
indicated that the funds did not permit market timing, DAMI and DIMA breached
their fiduciary duty to those funds in that their efforts to limit trading
activity in the funds were not effective at certain times. The regulators also
alleged that DAMI and DIMA breached their fiduciary duty to certain funds by
entering into certain market timing arrangements with investors. These trading
arrangements originated in businesses that existed prior to the currently
constituted DeAM organization, which came together as a result of various
mergers of the legacy Scudder, Kemper and Deutsche fund groups, and all of the
arrangements were terminated prior to the start of the regulatory investigations
that began in the summer of 2003. No current DeAM employee approved these
trading arrangements. Under the terms of the settlements, DAMI and DIMA neither
admitted nor denied any wrongdoing.

The terms of the SEC settlement, which identified improper trading in the legacy
Deutsche and Kemper mutual funds only, provide for payment of disgorgement in
the amount of $17.2 million. The terms of the settlement with the New York
Attorney General provide for payment of disgorgement in the amount of $102.3
million, which is inclusive of the amount payable under the SEC settlement, plus
a civil penalty in the amount of $20 million. The total amount payable by DeAM,
approximately $122.3 million, will be distributed to shareholders of the
affected funds in accordance with a distribution plan to be developed by a
distribution consultant. The funds' investment advisors do not believe these
amounts will have a material adverse financial impact on them or materially
affect their ability to perform under their investment management agreements
with the DWS funds. The above-described amounts are not material to Deutsche
Bank, and have already been reserved.

Among the terms of the settled orders, DeAM is subject to certain undertakings
regarding the conduct of its business in the future, including formation of a
Code of Ethics Oversight Committee to oversee all matters relating to issues
arising under the advisors' Code of Ethics; establishment of an Internal
Compliance Controls Committee having overall compliance oversight responsibility
of the advisors; engagement of an Independent Compliance Consultant to conduct a
comprehensive review of the advisors' supervisory compliance and other policies
and procedures designed to prevent and detect breaches of fiduciary duty,
breaches of the Code of Ethics and federal securities law violations by the
advisors and their employees; and commencing in 2008, the advisors shall undergo
a compliance review by an independent third party.

In addition, DeAM is subject to certain further undertakings relating to the
governance of the mutual funds, including that at least 75% of the members of
the Boards of Trustees overseeing the DWS Funds continue to be independent of
DeAM; the Chairmen of the DWS Funds' Boards of Trustees continue to be
independent of DeAM; DeAM maintain existing management fee reductions for
certain funds for a period of five years and not increase management fees for
these certain funds during this period; the funds retain a senior officer (or
independent consultants, as applicable) responsible for assisting in the review
of fee arrangements and monitoring compliance by the funds and the investment
advisors with securities laws, fiduciary duties, codes of ethics and other
compliance policies, the expense of which shall be borne by DeAM; and periodic
account statements, fund prospectuses and the mutual funds' web site contain
additional disclosure and/or tools that assist investors in understanding the
fees and costs associated with an investment in the funds and the impact of fees
and expenses on fund returns.

DeAM has also settled proceedings with the Illinois Secretary of State regarding
market timing matters. The terms of the Illinois settlement provide for investor
education contributions totaling approximately $4 million and a payment in the
amount of $2 million to the Securities Audit and Enforcement Fund.

On September 28, 2006, the SEC and the National Association of Securities
Dealers ("NASD") (now known as the Financial Industry Regulatory Authority, or
"FINRA") announced final agreements in which Deutsche Investment Management
Americas Inc. ("DIMA"), Deutsche Asset Management, Inc. ("DAMI") and DWS Scudder
Distributors, Inc. (now known as DWS Investments Distributors, Inc. ("DIDI"))
settled administrative proceedings regarding disclosure of brokerage allocation
practices in connection with sales of the DWS Funds' (now known as the DWS
Investments Funds) shares during 2001-2003. The agreements with the SEC and NASD
are reflected in orders which state, among other things, that DIMA and DAMI
failed to disclose potential conflicts of interest to the funds' Boards and to
shareholders relating to DIDI's use of certain funds' brokerage commissions to
reduce revenue sharing costs to broker-dealer firms with whom it had
arrangements to market and distribute DWS Fund shares. These directed brokerage
practices were discontinued in October 2003.

Under the terms of the settlements, in which DIMA, DAMI and DIDI neither
admitted nor denied any of the regulators' findings, DIMA, DAMI and DIDI agreed
to pay disgorgement, prejudgment interest and civil penalties in the total
amount of $19.3 million. The portion of the settlements distributed to the funds
was approximately $17.8 million and was paid to the funds as prescribed by the
settlement orders based upon the amount of brokerage commissions from each fund
used to satisfy revenue sharing agreements with broker-dealers who sold fund
shares.

As part of the settlements, DIMA, DAMI and DIDI also agreed to implement certain
measures and undertakings relating to revenue sharing payments including making
additional disclosures in the funds' Prospectuses or Statements of Additional
Information, adopting or modifying relevant policies and procedures and
providing regular reporting to the fund Boards.

Additional information announced by DeAM regarding the terms of the settlements
is available at www.dws-investments.com/regulatory_settlements.

The matters alleged in the regulatory settlements described above also serve as
the general basis of a number of private class action lawsuits involving the DWS
funds. These lawsuits name as defendants various persons, including certain DWS
funds, the funds' investment advisors and their affiliates, and certain
individuals, including in some cases fund Trustees, 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.

                           PORTFOLIO SERVICE PROVIDERS

Administrator

Government & Agency Securities Portfolio and Tax-Exempt Portfolio each entered
into an administrative services agreement with the Advisor (the "Administrative
Services Agreement"), pursuant to which the Advisor provides administrative
services to a Portfolio including, among others, providing the Portfolio with
personnel, preparing and making required filings on behalf of a Portfolio,
maintaining books and records for the Portfolio, and monitoring the valuation of
Portfolio securities. For all services provided under the Administrative
Services Agreement, a Portfolio pays the Advisor a fee, computed daily and paid
monthly, of 0.100% of a Portfolio's net assets.

Under the Administrative Services Agreement, the Advisor is obligated on a
continuous basis to provide such administrative services as the Board of the
Portfolio reasonably deems necessary for the proper administration of the
Portfolio. The Advisor provides the Portfolio with personnel; arranges for the
preparation and filing of the Portfolios' tax returns; prepares and submits
reports and meeting materials to the Board and the Portfolios' shareholders;
prepares and files updates to the Portfolios' prospectus and SAI as well as
other reports required to be filed by the SEC; maintains the Portfolio's
records; provides the Portfolios 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
Portfolios; assists in the resolution of accounting issues that may arise with
respect to the Portfolio; establishes and monitors the Portfolios' operating
expense budgets; reviews and processes the Portfolios' bills; assists in
determining the amount of dividends and distributions available be paid by the
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. The
Advisor also performs certain fund accounting services under the Administrative
Services Agreement. The Administrative Services Agreement provides that the
Advisor 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.

For the period from June 1, 2008 through April 30, 2009, the administration fee
paid to the Advisor from the Government & Agency Securities Portfolio and the
Tax-Exempt Portfolio was as follows:

<TABLE>
<CAPTION>
                                                        Administration Fee           Unpaid as of April 30, 2009
                                                        ------------------           ---------------------------

<S>                                                      <C>                                 <C>
Government & Agency Securities Portfolio                 $ 11,512,052                        $ 1,662,111
Tax-Exempt Portfolio                                      $ 3,939,411                          $ 331,196
</TABLE>

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 a Portfolio.

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

Pursuant to an underwriting and distribution services agreement (the
"Distribution Agreement"), DWS Investments Distributors, Inc. ("DIDI"), 222
South Riverside Plaza, Chicago, Illinois 60606, an affiliate of the Advisor,
serves as distributor and principal underwriter for the Trust to provide
information and services for existing and potential shareholders. The
Distribution Agreement provides that DIDI shall appoint various firms to provide
cash management services for their customers or clients through the Trust. The
firms are to provide such office space and equipment, telephone facilities,
personnel and literature distribution as is necessary or appropriate for
providing information and services to the firms' clients. Each Portfolio has
adopted for the Davidson Cash Equivalent Shares and Davidson Cash Equivalent
Plus Shares a plan in accordance with Rule 12b-1 under the 1940 Act (the "12b-1
Plans"). This rule regulates the manner in which an investment company may,
directly or indirectly, bear the expenses of distributing shares. For its
services under the distribution agreement and pursuant to the 12b-1 Plans, each
Portfolio pays DIDI a distribution services fee, payable monthly, at the annual
rate of 0.30% of average daily net assets with respect to the Davidson Cash
Equivalent Shares of the Portfolios and 0.25% of average daily net assets with
respect to the Davidson Cash Equivalent Plus Shares of the Portfolios.
Expenditures by DIDI on behalf of the Portfolios need not be made on the same
basis that such fees are allocated. The fees are accrued daily as an expense of
the Portfolios.

As principal underwriter for the Trust, DIDI acts as agent of the Trust in the
continuous sale of its shares of the Portfolios. DIDI pays all its expenses
under the Distribution Agreement. The Trust pays the cost for the prospectus and
shareholder reports to be set in type and printed for existing shareholders, and
DIDI pays for the printing and distribution of copies thereof used in connection
with the offering of shares to prospective investors. DIDI also pays for
supplementary sales literature and advertising costs.

The Distribution Agreement and the 12b-1 Plans continue in effect from year to
year so long as such continuance is approved at least annually by a vote of the
Board of Trustees of the Trust, including the Trustees who are not interested
persons of the Trust and who have no direct or indirect financial interest in
the agreement. The Distribution Agreement automatically terminates in the event
of its assignment and may be terminated at any time without penalty by the Trust
or by DIDI upon 60 days' written notice. Termination of the Distribution
Agreement by the Trust may be by vote of a majority of the Board of Trustees, or
a majority of the Trustees who are not interested persons of the Trust and who
have no direct or indirect financial interest in the agreement, or a "majority
of the outstanding voting securities" of the Trust as defined under the 1940
Act. The 12b-1 Plans may not be amended to increase the fee to be paid by the
Davidson Cash Equivalent Shares or the Davidson Cash Equivalent Plus Shares of a
Portfolio without approval by a majority of the outstanding voting securities of
the Davidson Cash Equivalent Shares or the Davidson Cash Equivalent Plus Shares
of a Portfolio and all material amendments must in any event be approved by the
Board of Trustees in the manner described above with respect to the continuation
of the 12b-1 Plans. The 12b-1 Plans may be terminated for the Davidson Cash
Equivalent Shares or the Davidson Cash Equivalent Plus Shares of a Portfolio at
any time without penalty by a vote of the majority of the Trustees who are not
interested persons of the Trust and who have no direct or indirect financial
interest in a 12b-1 Plan, or by a vote of the majority of the outstanding voting
securities of the Davidson Cash Equivalent Shares or the Davidson Cash
Equivalent Plus Shares of that Portfolio. Each class of the Portfolios of the
Trust will vote separately with respect to 12b-1 Plans.

Administrative services are provided to the Portfolios under an Administration
and Shareholder Services Agreement (the "Services Agreement") with DIDI. DIDI
bears all of its expenses of providing services pursuant to the Services
Agreement. The Services Agreement authorizes the Trust to pay DIDI, as an
expense of the Davidson Cash Equivalent Shares and Davidson Cash Equivalent Plus
Shares (each a "Class"), an administrative service fee, payable monthly, at an
annual rate up to 0.25 of 1%, of average daily net assets of each Class.
Currently, Davidson Cash Equivalent Shares pay the full 0.25% of average daily
net assets of the class fee and Davidson Cash Equivalent Plus Shares pay 0.20%
of average daily net assets of the Class.

DIDI has entered into a related administration services and selling group
agreement ("services agreement") with the sole subdistribution for the Davidson
Cash Equivalent Shares and the Davidson Cash Equivalent Plus Shares (see
"Subdistributor" below) to provide distribution, cash management and other
services for shareholders of the Davidson Cash Equivalent Shares and the
Davidson Cash Equivalent Plus Shares of the Portfolios. Such services and
assistance may include, but may not be limited to, establishing and maintaining
shareholder accounts and records, processing purchase and redemption
transactions, providing automatic investment in Portfolio shares of client
account balances, answering routine inquiries regarding a Portfolio, assisting
clients in changing account options, designations and addresses, and such other
services as may be agreed upon from time to time and as may be permitted by
applicable statute, rule or regulation. DIDI normally pays such firm a
distribution fee at a maximum annual rate of 0.30% and a service fee at a
maximum annual rate of 0.25% of average daily net assets of those accounts in
the Davidson Cash Equivalent Shares of the Portfolios that it maintains and
services and a distribution fee of 0.25% and a service fee of 0.20% of average
daily net assets of those accounts in the Davidson Cash Equivalent Plus Shares
of the Portfolios that it maintains and services. DIDI in its discretion may pay
the subdisributor firm additional amounts.

DIDI will, from time to time, pay or allow discounts, commissions or promotional
incentives, in the form of cash or other compensation, to the subdistributor
firm that sell shares of the Portfolios.

Davidson Cash Equivalent Shares.

During the fiscal year ended April, 30, 2009, Davidson Cash Equivalent Shares of
Money Market Portfolio, Government & Agency Securities Portfolio and Tax-Exempt
Portfolio paid distribution fees to DIDI under the Rule 12b-1 Plan of, $126,126
($3,340 waived and $4,873 unpaid as of April 30, 2009) $95,200 ($24,367
waived) and $227,567 ($33,162 waived and $13,400 unpaid as of April 30, 2009),
respectively.

During the fiscal year ended April, 30, 2008, Davidson Cash Equivalent Shares of
Money Market Portfolio, Government & Agency Securities Portfolio and Tax-Exempt
Portfolio paid distribution fees to DIDI under the Rule 12b-1 Plan of $336,039,
$205,988 and $216,771, respectively.

During the fiscal year ended April, 30, 2007, Davidson Cash Equivalent Shares of
Money Market Portfolio, Government & Agency Securities Portfolio and Tax-Exempt
Portfolio paid distribution fees to DIDI under the Rule 12b-1 Plan of
$1,274,461, $722,829 and $167,837, respectively.

During the fiscal year ended April 30, 2009, Davidson Cash Equivalent Shares of
Money Market Portfolio, Government & Agency Securities Portfolio and Tax-Exempt
Portfolio paid services fees of $105,105 ($6,178 unpaid as of April 30, 2009),
$79,333 ($6,258 unpaid as of April 30, 2009) and $189,639 ($14,524 unpaid as of
April 30, 2009), respectively.


During the fiscal year ended April 30, 2008, Davidson Cash Equivalent Shares of
Money Market Portfolio, Government & Agency Securities Portfolio and Tax-Exempt
Portfolio paid services fees of $280,033, $171,657 and $180,642, respectively.

During the fiscal year ended April 30, 2007, Davidson Cash Equivalent Shares of
Money Market Portfolio, Government & Agency Securities Portfolio and Tax-Exempt
Portfolio paid services fees of $1,062,050, $602,358 and $139,864, respectively.


Davidson Cash Equivalent Plus Shares.

During the fiscal year ended April 30, 2009, Davidson Cash Equivalent Plus
Shares of Money Market Portfolio and Government & Agency Securities Portfolio
paid distribution fees to DIDI under the Rule 12b-1 Plan of $19,868 ($118 waived
and $980 unpaid as of April 30, 2009) and $66,610 ($12,440 waived),
respectively.

During the fiscal year ended April 30, 2008, Davidson Cash Equivalent Plus
Shares of Money Market Portfolio and Government & Agency Securities Portfolio
paid distribution fees to DIDI under the Rule 12b-1 Plan of $73,622 and $86,467,
respectively.

During the fiscal year ended April 30, 2007, Davidson Cash Equivalent Plus
Shares of Money Market Portfolio and Government & Agency Securities Portfolio
paid distribution fees to DIDI under the Rule 12b-1 Plan of $473,981 and
$259,939, respectively.

During the fiscal year ended April 30, 2009, Davidson Cash Equivalent Plus
Shares of Money Market Portfolio and Government & Agency Securities Portfolio
paid services fees of $15,895 ($836 unpaid as of April 30, 2009) and $53,288
($5,116 unpaid as of April 30, 2009), respectively.


During the fiscal year ended April 30, 2008, Davidson Cash Equivalent Plus
Shares of Money Market Portfolio and Government & Agency Securities Portfolio
paid services fees of $58,898 and $69,173, respectively.

During the fiscal year ended April 30, 2007, Davidson Cash Equivalent Plus
Shares of Money Market Portfolio and Government & Agency Securities Portfolio
paid services fees of $379,185 and $207,951, respectively.


DIDI will, from time to time, pay or allow discounts, commissions or promotional
incentives, in the form of cash or other compensation, to firms that sell shares
of the Portfolios.

Subdistributor

D.A. Davidson & Co., 83rd Street North, Great Falls, MT 59401, acts as sole
subdistributor of the Davidson Cash Equivalent Shares and the Davidson Cash
Equivalent Plus Shares.

Custodian

State Street Bank and Trust Company ("SSB"), Lafayette Corporate Center, 2
Avenue De Lafayette, Boston, MA 02111, (the "Custodian") as custodian, has
custody of all securities and cash of the Trust. SSB attends to the collection
of principal and income, and payment for and collection of proceeds of
securities bought and sold by the Portfolios.

Transfer Agent

DWS Investments Service Company ("DISC" or the "Transfer Agent"), 210 West 10th
Street, Kansas City, Missouri 64105-1614, an affiliate of the Advisor, is the
transfer agent, dividend-paying agent and shareholder service agent for all
classes of the Portfolio. The Transfer Agent receives an annual service fee for
each account of the Portfolio, based on the type of account. For open retail
accounts, the fee is a flat fee ranging from $20.99 to $24.09 per account, for
open wholesale money funds the fee is $35.55 per account, while for certain
retirement accounts serviced on the recordkeeping system of ExpertPlan, Inc.,
the fee is a flat fee up to $3.91 per account (as of February 2009, 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 Portfolio. 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
Portfolio or are paid directly by the Portfolio. Certain additional
out-of-pocket expenses, including costs of computer hardware and software, third
party record-keeping fees in excess of 0.25%, and processing of proxy
statements, may only be reimbursed by the Fund/Portfolio with the prior approval
of the Portfolio's Board.


Pursuant to a sub-transfer agency agreement between DISC and DST Systems, Inc.
("DST"), DISC has delegated certain transfer agent and dividend paying agent and
shareholder servicing agent functions to DST. The costs and expenses of such
delegation are borne by DISC, not by the Portfolios.

For the fiscal year ended April 30, 2009, the amounts charged to each
Portfolio's Davidson Cash Equivalent Shares by DISC were as follows:

<TABLE>
<CAPTION>
Fund                                                       Total              Unpaid as of April 30, 2009
----                                                       -----              ---------------------------

<S>                                                       <C>                          <C>
Money Market Portfolio                                    $92,625                      $34,473
Government & Agency Securities Portfolio                  $78,556                      $24,095
Tax-Exempt Portfolio                                     $113,783                      $17,272
</TABLE>

For the fiscal year ended April 30, 2008, the amounts charged to each
Portfolio's Davidson Cash Equivalent Shares by DISC were as follows:

<TABLE>
<CAPTION>
Fund                                                       Total                     Amount Waived
----                                                       -----                     -------------

<S>                                                      <C>                            <C>
Money Market Portfolio                                   $275,589                            --
Government & Agency Securities Portfolio                 $163,495                            --
Tax-Exempt Portfolio                                     $109,556                      $26,724
</TABLE>

For the fiscal year ended April 30, 2007, the amounts charged to each
Portfolio's Davidson Cash Equivalent Shares by DISC were as follows:

<TABLE>
<CAPTION>
Fund                                                       Total                     Amount Waived
----                                                       -----                     -------------

<S>                                                    <C>                            <C>
Money Market Portfolio                                 $1,338,807                     $315,972
Government & Agency Securities Portfolio                 $788,507                     $217,220
Tax-Exempt Portfolio                                      $88,434                      $31,872
</TABLE>


For the fiscal year ended April 30, 2009, the amounts charged to each
Portfolio's Davidson Cash Equivalent Plus Shares by DISC were as follows:

<TABLE>
<CAPTION>
Fund                                                       Total              Unpaid as of April 30, 2009
----                                                       -----              ---------------------------

<S>                                                       <C>                           <C>
Money Market Portfolio                                    $15,808                       $2,534
Government & Agency Securities Portfolio                  $51,213                       $8,367
</TABLE>

For the fiscal year ended April 30, 2008, the amounts charged to each
Portfolio's Davidson Cash Equivalent Plus Shares by DISC were as follows:

<TABLE>
<CAPTION>
Fund                                                       Total                     Amount Waived
----                                                       -----                     -------------

<S>                                                       <C>
Money Market Portfolio                                    $59,755                            --
Government & Agency Securities Portfolio                  $71,703                            --
</TABLE>

For the fiscal year ended April 30, 2007, the amounts charged to each
Portfolio's Davidson Cash Equivalent Plus Shares by DISC were as follows:

<TABLE>
<CAPTION>
Fund                                                       Total                     Amount Waived
----                                                       -----                     -------------

<S>                                                      <C>                           <C>
Money Market Portfolio                                   $417,310                      $57,245
Government & Agency Securities Portfolio                 $228,659                      $34,358
</TABLE>


Legal Counsel

Vedder Price P.C., 222 North LaSalle Street, Chicago, Illinois 60601, serves as
legal counsel to the Portfolio.

Ropes & Gray LLP, One International Place, Boston, MA 02110-2624, serves as
counsel to the Independent Trustees.


Independent Registered Public Accounting Firm

The financial highlights of each Portfolio included in each Portfolio's
prospectus and the financial statements incorporated by reference in this SAI
have been so included or incorporated by reference in reliance on the report of
Ernst & Young LLP, 200 Clarendon Street, Boston, MA 02116, Independent
Registered Public Accounting Firm, given on said firm as experts in auditing and
accounting. Ernst & Young LLP audits the financial statements of the Portfolios
and provides other audit, tax and related services. Shareholders will receive
annual audited financial statements and semi-annual unaudited financial
statements.

Fund Accounting Agent

DWS Investments Fund Accounting Corporation ("DIFA"), One Beacon Street, Boston,
Massachusetts, 02108, a subsidiary of the Advisor, is responsible for
determining the daily net asset value per share of Money Market Portfolio and
maintaining portfolio and general accounting records. Currently, DIFA receives
no fee for its services to Money Market Portfolios; however, subject to Board
approval, at some time in the future, DIFA may seek payment for its services
under the fund accounting agreement.

Pursuant to an agreement among the Advisor, DIFA and SSB (the "Sub-Accounting
and Sub-Administrator Agreement"), DIFA and the Advisor have delegated certain
fund accounting functions to SSB under the fund accounting agreement. The costs
and expenses of such delegation are borne by the Advisor and DIFA, not by the
Portfolios.

                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 Portfolios 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
Portfolios 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
Portfolios to their customers. However, the Advisor does not consider sales of
shares of the Portfolios as a factor in the selection of broker-dealers to
execute portfolio transactions for the Portfolios and, accordingly, has
implemented policies and procedures reasonably designed to prevent its traders
from considering sales of shares of the Portfolios as a factor in the selection
of broker-dealers to execute portfolio transactions for the Portfolios.

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. Provided a
Subadvisor is acting in accordance with any instructions and directions of the
Advisor or the Board, the Subadvisor is authorized to pay to a broker or dealer
who provides third party brokerage and research services a commission for
executing a portfolio transaction for a Portfolio, if the Subadvisor determines
in good faith that such commission was reasonable in relation to the value of
the third party brokerage and research services provided by such broker or
dealer.


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 Portfolios' 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 Portfolios and
receive brokerage commissions or other transaction-related compensation from the
Portfolios 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 Portfolios' Boards, 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 Portfolios
a rate consistent with that charged to comparable unaffiliated customers in
similar transactions.

During the last three fiscal years the Portfolios paid no portfolio brokerage
commissions.

                        PURCHASE AND REDEMPTION OF SHARES

Purchase of Shares

Shares of the Davidson Cash Equivalent Shares and the Davidson Cash Equivalent
Plus Shares of each Portfolio are sold at net asset value only through D.A.
Davidson & Co. ("Davidson")(see "Subdistribution" above). Investors must
indicate the Portfolio in which they wish to invest. Each Portfolio has
established a minimum initial investment of $1,000 for Davidson Cash Equivalent
Shares and a minimum initial investment of $10,000 for Davidson Cash Equivalent
Plus Shares, but the minimum may be changed at anytime in management's
discretion. Davidson may set higher minimums for accounts it services and may
change such minimums at its discretion. The Trust may waive the minimum for
purchases by trustees, directors, officers or employees of the Trust or the
Advisor and its affiliates.

Each Portfolio seeks to have their investment portfolios as fully invested as
possible at all times in order to achieve maximum income. Since each Portfolio
will be investing in instruments that normally require immediate payment in
Federal Funds (monies credited to a bank's account with its regional Federal
Reserve Bank), each Portfolio has adopted procedures for the convenience of its
shareholders and to ensure that each Portfolio receives investable funds. An
investor wishing to open an account should use the Account Information Form
available from the Trust or financial services firms. Orders for the purchase of
shares that are accompanied by a check drawn on a foreign bank (other than a
check drawn on a Canadian bank in US Dollars) will not be considered in proper
form and will not be processed unless and until a Portfolio determines that it
has received payment of the proceeds of the check. The time required for such a
determination will vary and cannot be determined in advance.

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 "Policies You Should Know About" in the Portfolios'
prospectus.

For Money Market Portfolio and Government & Agency Securities Portfolio, wire
transactions that arrive by 4:00 p.m. Eastern time (3:00 p.m. Eastern time for
Tax-Exempt Portfolio) will receive that day's dividend. Wire purchase orders
received between 2:00 p.m. and 4:00 p.m. Eastern time (12:00 p.m. and 3:00 p.m.
Eastern time for Tax-Exempt Portfolio), for effectiveness at the 4:00 p.m.
Eastern time (3:00 p.m. Eastern time for Tax-Exempt Portfolio) net asset value
determination may be rejected based` upon certain guidelines. In particular,
only investors known to the Portfolio may submit wire purchase orders between
2:00 p.m. and 4:00 p.m. Eastern time (12:00 p.m. and 3:00 p.m. Eastern time for
Tax-Exempt Portfolio) and acceptance of such an order will, among other things,
be based upon the level of purchase orders received by the Portfolio, the size
of the order submitted, general market conditions and the availability of
investments for the Portfolio. Investments by check will be effective on the
business day following receipt and will earn dividends the following calendar
day. If an order is accompanied by a check drawn on a foreign bank, funds must
normally be collected on such check before shares will be purchased.

Please contact your financial advisor for wire instructions and purchase orders

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 Portfolio shares or the retention and/or servicing of
investors and Portfolio 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
Portfolio, to financial advisors in connection with the sale and/or distribution
of Portfolio shares or the retention and/or servicing of Portfolio investors and
Portfolio 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
portfolio, any record keeping/sub-transfer agency/networking fees payable by
each Portfolio (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 Portfolio with
"shelf space" or access to a third party platform or portfolio offering list, or
other marketing programs including, without limitation, inclusion of each
Portfolio 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 Portfolio
attributable to the financial advisor, the particular portfolio or portfolio
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 a Portfolio serviced and maintained by the financial advisor, .05% to
..25% of sales of a Portfolio 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 a Portfolio or of any particular share
class of a Portfolio. 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 Portfolio.

The Advisor, the Distributor and/or their affiliates may also make such revenue
sharing payments to financial advisors under the terms discussed above in
connection with the distribution of both DWS funds and non-DWS funds by
financial advisors to retirement plans that obtain record keeping services from
ADP, Inc. on the DWS Investments branded retirement plan platform (the
"Platform") with the level of revenue sharing payments being based upon sales of
both the DWS funds and the non-DWS funds by the financial advisor on the
Platform or current assets of both the DWS funds and the non-DWS funds serviced
and maintained by the financial advisor on the Platform.

As of the date hereof, each Portfolio has been advised that the Advisor, the
Distributor and their affiliates expect that the following firms will receive
revenue sharing payments at different points during the coming year as described
above:

Channel: Broker-Dealers and Financial Advisors
----------------------------------------------
AIG Advisors Group
Ameriprise
Cadaret, Grant & Co. Inc.
Capital Analyst, Incorporated
Citigroup Global Markets, Inc. (dba Smith Barney)
Commonwealth Equity Services, LLP (dba Commonwealth Financial Network)
Deutsche Bank Group
Ensemble Financial Services
First Allied Securities
First Clearing/Wachovia Securities
HD Vest Investment Securities, Inc.
ING Advisors Network
John Hancock Distributors LLC
LPL Financial
M.L. Stern & Co.
Meridien Financial Group
Merrill Lynch, Pierce, Fenner & Smith Inc.
Morgan Stanley
Oppenheimer & Co., Inc.
PlanMember Services
Prime Capital Inc.
Raymond James & Associates
Raymond James Financial Services
RBC Dain Rauscher, Inc
Securities America, Inc.
UBS Financial Services
Wells Fargo Investments, LLC

Channel: Cash Product Platform
------------------------------
Allegheny Investments LTD
Bank of America
Bank of New York (Hare & Co.)
BMO Capital Markets
Brown Brothers Harriman
Brown Investment Advisory & Trust Company
Cadaret Grant & Co.
Chicago Mercantile Exchange
D.A. Davidson & Company
Deutsche Bank Group
Emmett A. Larkin Company
Fiduciary Trust Co. - International
First Southwest Company
J.P. Morgan Clearing Corp.
Legent Clearing LLC
Lincoln Investment Planning
LPL Financial
Mellon Financial Markets LLC
Mesirow Financial, Inc.
Penson Financial Services
Pershing Choice Platform
ProFunds Distributors, Inc.
Ridge Clearing & Outsourcing Solutions
Robert W. Baird & Co.
Romano Brothers and Company
SAMCO Capital Markets
Smith Moore & Company
Sungard Institutional Brokerage Inc.
Treasury Curve LLC
US Bancorp
UBS Financial Services
William Blair & Company

Channel: Third Party Insurance Platforms
----------------------------------------
Allstate Life Insurance Company of New York
Ameritas Life Insurance Group
Annuity Investors Life Insurance Company
Columbus Life Insurance Company
Commonwealth Annuity and Life Insurance Company
Companion Life Insurance Company
Connecticut General Life Insurance Company
EquiTrust Life Insurance Company
Farm Bureau Life Insurance Company
Farmers New World Life Insurance Company
Fidelity Security Life Insurance Company
First Allmerica Financial Life Insurance Company
First Great West Life and Annuity Company
Genworth Life Insurance Company of New York
Genworth Life and Annuity Insurance Company
Great West Life and Annuity Insurance Company
Hartford Life Insurance Company
Integrity Life Insurance Company
John Hancock Life Insurance companies
Kemper Investors Life Insurance Company
Lincoln Benefit Life Insurance Company
Lincoln Life & Annuity Company of New York
Lincoln National Life Insurance Company
Massachusetts Mutual Life Insurance Group
MetLife Group
Minnesota Life Insurance Company
National Life Insurance Company
National Integrity Life Insurance Company
Nationwide Group
New York Life Insurance and Annuity Corporation
Phoenix Life Insurance Company
Protective Life Insurance
Provident Mutual Life Insurance
Prudential Insurance Company of America
Sun Life Group
Symetra Life Insurance Company
Transamerica Life Insurance Company
Union Central Life Insurance Company
United of Omaha Life Insurance Company
United Investors Life Insurance Company
Western Southern Life Assurance Company

Any additions, modifications or deletions to the financial advisors identified
above that have occurred since the date hereof are not reflected.

The Advisor, the Distributor or their affiliates may enter into additional
revenue sharing arrangements or change or discontinue existing arrangements with
financial advisors at any time without notice.

The prospect of receiving, or the receipt of additional compensation or
promotional incentives described above by financial advisors may provide such
financial advisors and/or their salespersons with an incentive to favor sales of
shares of the DWS funds or a particular DWS fund over sales of shares of mutual
funds (or non-mutual fund investments) with respect to which the financial
advisor does not receive additional compensation or promotional incentives, or
receives lower levels of additional compensation or promotional incentives.
Similarly, financial advisors may receive different compensation or incentives
that may influence their recommendation of any particular share class of a
Portfolio or of other portfolios. These payment arrangements, however, will not
change the price that an investor pays for Portfolio shares or the amount that a
Portfolio receives to invest on behalf of an investor and will not increase
Portfolio expenses. You may wish to take such payment arrangements into account
when considering and evaluating any recommendations relating to Portfolio 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 a
Portfolio 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 a Portfolio. 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.


Use of Financial Services Firms. Investment dealers and other firms ("Firms")
provide varying arrangements for their clients to purchase and redeem each
Portfolio'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 each Portfolio's shares in nominee or street name as agent for and on
behalf of their customers. In such instances, a Portfolio's transfer agent, DISC
(the "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
Portfolios have authorized the Shareholder Service Agent to pay to these Firms,
out of a Portfolio's assets, up to 0.25 of 1% for Davidson Cash Equivalent
Shares and 0.20 of 1% for Davidson Cash Equivalent Plus 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 Portfolio and
other similar functions. These Firms also coordinate with the Transfer Agent in
connection with the Portfolio'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 Portfolios have authorized one or more financial service institutions,
including certain members of the FINRA other than the Distributor ("financial
institutions"), to accept purchase and redemption orders for the Portfolio's
shares. Such financial institutions may also designate other parties, including
plan administrator intermediaries, to accept purchase and redemption orders on
the Portfolio's behalf. Orders for purchases or redemptions will be deemed to
have been received by the Portfolio when such financial institutions or, if
applicable, their authorized designees accept the orders. Subject to the terms
of the contract between the Portfolio and the financial institution, ordinarily
orders will be priced at the Portfolio's net asset value next computed after
acceptance by such financial institution or its authorized designees and
accepted by the Portfolio. Further, if purchases or redemptions of the
Portfolio'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 Trustees and
the Distributor, also the Portfolio's principal underwriter, each has the right
to limit the amount of purchases by, and to refuse to sell to, any person. The
Trustees and the Distributor may suspend or terminate the offering of shares of
the Portfolio at any time for any reason.

D.A. Davidson & Co. is the sole subdistributor for the Davidson Cash Equivalent
Shares and the Davidson Cash Equivalent Plush Shares (see "Subdistribution"
above).

DIDI has adopted an Incentive Plan (the "Plan") covering wholesalers that are
regional vice presidents ("DWS Investments Wholesalers"). Generally, DWS
Investments Wholesalers market shares of the DWS funds to financial advisors,
who in turn may recommend that investors purchase shares of a DWS fund. The Plan
is an incentive program that combines a monthly incentive component with a
quarterly strategic bonus component. Under the Plan, DWS Investments Wholesalers
will receive a monetary monthly incentive based on the amount of sales generated
from their marketing of the funds, and that incentive will differ depending on
the product category of the fund. Each fund is assigned to one of three product
categories -- "Focus list funds," "Extended list funds" or "Index funds" --
taking into consideration, among other things, the following criteria, where
applicable:

o        The fund's consistency with DWS Investments' branding and long-term
         strategy.

o        The fund's competitive performance;

o        The fund's Morningstar rating;

o        The length of time the fund's Portfolio Managers have managed the
         fund/strategy

o        market size for the fund category;

o        The fund's size, including sales and redemptions of the fund's shares

This information and other factors are presented to a committee comprised of
representatives from various groups within DWS Investments, who review on a
quarterly basis the funds assigned to each product category described above, and
make any changes to those assignments at that time. No one factor, whether
positive or negative, determines a fund's placement in a given category; all
these factors together are considered, and the designation of funds on the Focus
list and Extended list represents management's judgment based on the above
criteria. In addition, management may consider a fund's profile over the course
of several review periods before making a change to its category assignment.
These category assignments will be posted quarterly to the DWS funds' Web site
at www.dws-investments.com, approximately one month after the end of each
quarter. DWS Investments Wholesalers receive the highest compensation for Focus
list funds, less for Extended list funds and the lowest for Index funds. The
level of compensation among these categories may differ significantly.

In the normal course of business, DWS Investments will from time to time
introduce new funds into the DWS family of funds. As a general rule, new funds
will be assigned to the Focus list compensation category. As described above,
the fund category assignments are reviewed periodically and are subject to
change.

The prospect of receiving, or the receipt of, additional compensation by a DWS
Investments Wholesaler under the Plan may provide an incentive to favor
marketing the Focus list or Extended list funds over Index funds. The Plan,
however, will not change the price that investors pay for shares of a fund. The
DWS Investments Compliance Department monitors DWS Investments Wholesaler sales
and other activity in an effort to detect unusual activity in the context of the
compensation structure under the Plan. However, investors may wish to take the
Plan and the product category of the fund into account when considering
purchasing a fund or evaluating any recommendations relating to fund shares.


Redemption of Shares

General

Although it is each Portfolio's present policy to redeem in cash, a Portfolio
(for Money Market Portfolio and Government & Agency Securities Portfolio, upon
consent of a redeeming shareholder) may pay the redemption price by a
distribution of portfolio securities in lieu of cash, in conformity with any
applicable regulatory requirements, taking such securities at the same value
used to determine net asset value, and selecting the securities in such manner
as may be deemed fair and equitable. If such a distribution occurs, 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 redemption would not be as liquid as a redemption entirely in cash. The
Trust has elected to be governed by Rule 18f-1 under the 1940 Act pursuant to
which the Trust is obligated to redeem shares solely in cash up to the lesser of
$250,000 or 1% of the net assets of that Portfolio during any 90-day period for
any one shareholder of record.

If shares of a Portfolio to be redeemed were purchased through certain Automated
Clearing House ("ACH") transactions, the Portfolio 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 Portfolio of the purchase amount. Shareholders may not use ACH or
Redemption Checks (defined below) until the shares being redeemed have been
owned for at least 10 days and shareholders may not use such procedures to
redeem shares held in certificated form. There is no delay when shares being
redeemed were purchased by wiring Federal Funds.

If shares being redeemed were acquired from an exchange of shares of a mutual
fund that were offered subject to a contingent deferred sales charge as
described in the prospectus for that other fund, the redemption of such shares
by a Portfolio may be subject to a contingent deferred sales charge as explained
in such prospectus.

Shareholders can request the following telephone privileges: expedited wire
transfer redemptions, ACH transactions and exchange transactions for individual
and institutional accounts and pre-authorized telephone redemption transactions
for certain institutional accounts. Shareholders may choose these privileges on
the account application or by contacting the Shareholder Service Agent for
appropriate instructions. Please note that the telephone exchange privilege is
automatic unless the shareholder refuses it on the account application. The
Trust 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 Trust or its agents reasonably believe, based upon reasonable
verification procedures, that the telephone instructions are genuine. The
shareholder will bear the risk of loss, resulting from fraudulent or
unauthorized transactions, as long as the reasonable verification procedures are
followed. The verification procedures include recording instructions, requiring
certain identifying information before acting upon instructions and sending
written confirmations.

Each Portfolio reserves the right to redeem an account that falls below the
minimum investment level of $1,000 for Davidson Cash Equivalent Shares or
$10,000 for Davidson Cash Equivalent Plus Shares. Thus, a shareholder who makes
only the minimum initial investment and then redeems any portion thereof might
have the account redeemed. A shareholder will be notified in writing and will be
allowed 60 days to make additional purchases to bring the account value up to
the minimum investment level before a Portfolio redeems the shareholder account.

Davidson may independently establish and charge other amounts to their clients
to redeem Portfolio shares.

Regular Redemptions. When shares are held for the account of a shareholder by
the Trust's transfer agent, the shareholder may redeem them by sending a written
request with signatures guaranteed to DWS Investments Service Company, P.O. Box
219557, Kansas City, Missouri 64121. Redemption requests and a stock power must
be endorsed by the account holder with signatures guaranteed by a commercial
bank, trust company, savings and loan association, federal savings bank, member
firm of a national securities exchange or other eligible financial institution.
The redemption request and stock power must be signed exactly as the account is
registered including any special capacity of the registered owner. 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, trustees or guardians.

Redemption by Check/ACH Debit Disclosure. The Portfolios will accept Automated
Clearing House ("ACH") debit entries for accounts that have elected the
checkwriting 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 a Portfolio upon receipt of
an ACH debit entry referencing your account number, to redeem Portfolio shares
in your account to pay the entry to the third party originating the debit. A
Portfolio 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. A Portfolio, the Portfolio'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; a Portfolio will not be able to honor an
ACH debit entry if sufficient funds are not available. ACH debit entry
transactions to your Portfolio account should not be initiated or authorized by
you in amounts exceeding the amount of shares of a Portfolio then in the account
and available for redemption. A Portfolio 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 Portfolio 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 a Portfolio 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 have told a Portfolio 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, a
Portfolio may also require that you put your request in writing so that a
Portfolio will receive it within 14 days after you call. If you order a
Portfolio to stop one of these payments three (3) business days or more before
the transfer is scheduled and a Portfolio does not do so, a Portfolio 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. 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.

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 Portfolio 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 a Portfolio sent you the first
Portfolio 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 a Portfolio 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 a Portfolio or
Shareholder Service Agent could have stopped someone from taking that money if
you had notified the Shareholder Service Agent in time.

Tell us your name and account number. Describe the error or the transfer you are
unsure about, and explain 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 Portfolio 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 a Portfolio, a Portfolio's named Transfer Agent does not complete a
transfer from your account on time or in the correct amount according to a
Portfolio's agreement with you, a Portfolio may be liable for your losses or
damages. A Portfolio 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, a
Portfolio's liability shall not exceed the amount of the transfer in question.

A Portfolio, a Portfolio's named Transfer 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 a Portfolio written permission.

The acceptance and processing of ACH debit entry transactions is established
solely for your convenience and a Portfolio reserves the right to suspend,
terminate or modify your ability to redeem fund 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.

Telephone Redemptions. If the proceeds of the redemption are $50,000 or less and
the proceeds are payable to the shareholder 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, guardian and custodian account
holders, provided the trustee, executor, guardian or custodian 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, provided that this
privilege has been pre-authorized by the institutional account holder or
guardian account holder by written instruction to the Shareholder Service Agent
with signatures guaranteed. Telephone requests may be made by calling (800)
231-8568. Shares purchased by check or through certain ACH transactions may not
be redeemed under this privilege of redeeming shares by telephone request until
such check has cleared or, if a purchase is made by ACH, the funds will be
placed under a 10 day calendar hold to ensure good funds. 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 certificate 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
Shareholder Service Agent by telephone, it may be difficult to use the telephone
redemption privilege, although investors can still redeem by mail. Each
Portfolio reserves the right to terminate or modify this privilege at any time.

Redemptions By Draft. Upon request, shareholders will be provided with drafts to
be drawn on a Portfolio ("Redemption Checks"). These Redemption Checks may be
made payable to the order of any person for not more than $5 million.
Shareholders should not write Redemption Checks in an amount less than $250
since a $10 service fee will be charged as described below. When a Redemption
Check is presented for payment, a sufficient number of full and fractional
shares in the shareholder's account will be redeemed as of the next determined
net asset value to cover the amount of the Redemption Check. This will enable
the shareholder to continue earning dividends until a Portfolio receives the
Redemption Check. A shareholder wishing to use this method of redemption must
complete and file an Account Application which is available from each Portfolio
or firms through which shares were purchased. Redemption Checks should not be
used to close an account since the account normally includes accrued but unpaid
dividends. Each Portfolio reserves the right to terminate or modify this
privilege at any time. This privilege may not be available through some firms
that distribute shares of each Portfolio. In addition, firms may impose minimum
balance requirements in order to offer this feature. Davidson may also impose
fees to investors for this privilege or establish variations of minimum check
amounts if approved by each Portfolio.

Unless one signer is authorized on the Account Application, Redemption Checks
must be signed by all account holders. Any change in the signature authorization
must be made by written notice to the Shareholder Service Agent. Shares
purchased by check or through certain ACH transactions may not be redeemed by
Redemption Check until the shares have been owned for at least 10 days.
Shareholders may not use this procedure to redeem shares held in certificate
form. Each Portfolio reserves the right to terminate or modify this privilege at
any time.

A Portfolio may refuse to honor Redemption Checks whenever the right of
redemption has been suspended or postponed, or whenever the account is otherwise
impaired. A $10 service fee will be charged when a Redemption Check is presented
to redeem Portfolio shares in excess of the value of a Portfolio account or in
an amount less than $250; when a Redemption Check is presented that would
require redemption of shares that were purchased by check or certain ACH
transactions within 10 days; or when "stop payment" of a Redemption Check is
requested.

Special Features

Exchange Privilege. Shareholders may request a taxable exchange of their shares
for shares of the corresponding class of other DWS Funds without imposition of a
sales charge, subject to the provisions below.

Shareholders who exchange their shares out of a DWS money market fund (not
including shares acquired by dividend reinvestment or by exchange from Class A
shares of another DWS fund) into Class A shares of certain other DWS funds, will
generally be subject to the applicable sales charge.

Certain DWS funds may not be available to shareholders on an exchange. To learn
more about which DWS funds may be available on exchange, please contact your
financial services firm or visit our Web site at: www.dws-investments.com or
call (800) 231-8568.

Shareholders may obtain prospectus(es) of the DWS fund they are exchanging into
from dealers, other firms or DIDI.


Automatic Withdrawal Program. An owner of $5,000 or more of a Portfolio's
Davidson Cash Equivalent Shares or $15,000 or more of a Portfolio's Davidson
Cash Equivalent Plus Shares may provide for the payment from the owner's account
of any requested dollar amount up to $50,000 to be paid to the owner or the
owner's designated payee monthly, quarterly, semi-annually or annually. The
$5,000 minimum account size is not applicable to Individual Retirement Accounts
("IRAs"). Dividend distributions will be reinvested automatically at net asset
value. A sufficient number of full and fractional shares will be redeemed to
make the designated payment. Depending upon the size of the payments requested,
redemptions for the purpose of making such payments may reduce or even exhaust
the account. The program may be amended on thirty days notice by a Portfolio and
may be terminated at any time by the shareholder or a Portfolio. Firms provide
varying arrangements for their clients to redeem shares of a Portfolio on a
periodic basis. Such firms may independently establish minimums for such
services.

Tax-Sheltered Retirement Programs. The Shareholder Service Agent provides
retirement plan services and documents and DIDI can establish your account in
any of the following types of retirement plans:

o        IRAs trusteed by SSB. This includes Simplified Employee Pension Plan
         (SEP) IRA accounts and prototype documents.

o        403(b) Custodial Accounts also trusteed by SSB. 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 contribution per participant is the
         lesser of 25% of compensation or $30,000.

Brochures describing the above plans as well as providing model defined benefit
plans, target benefit plans, 457 plans, 401(k) plans and materials for
establishing them are available from the Shareholder Service Agent upon request.
The brochures for plans trusteed by State Street describe the current fees
payable to State Street for its services as trustee. Investors should consult
with their own tax advisors before establishing a retirement plan.

Electronic Funds Transfer Programs. For your convenience, the Trust has
established several investment and redemption programs using electronic funds
transfer via the Automated Clearing House (ACH). There is currently no charge by
the Trust for these programs. To use these features, your financial institution
(your employer's financial institution in the case of payroll deposit) must be
affiliated with an Automated Clearing House (ACH). This ACH affiliation permits
the Shareholder Service Agent to electronically transfer money between your bank
account, or employer's payroll bank in the case of Direct Deposit, and your
account. Your bank's crediting policies of these transferred funds may vary.
These features may be amended or terminated at any time by the Trust.
Shareholders should contact DWS Investments Service Company at (800) 231-8568 or
the financial services firm through which their account was established for more
information. These programs may not be available through some firms that
distribute shares of the Portfolios.

Internet Access

World Wide Web Site. DWS maintains a web site that is www.dws-investments.com.
The site offers guidance on global investing and developing strategies to help
meet financial goals and provides access to the DWS investor relations
department via e-mail. The site also enables users to access or view fund
prospectuses. Users can fill out new account forms on-line, order free software,
and request literature on funds.

                                    DIVIDENDS

Dividends are declared daily and paid monthly. Shareholders will receive
dividends in additional shares unless they elect to receive cash. Dividends will
be reinvested monthly in shares of a Portfolio at net asset value normally on
the last business day of the month, if a business day, otherwise on the next
business day. Dividends are treated the same for federal income tax purposes
whether received in cash or reinvested in additional shares. A Portfolio will
pay shareholders who redeem their entire accounts all unpaid dividends at the
time of the redemption not later than the next dividend payment date.

Each Portfolio calculates its dividends based on its daily net investment
income. For this purpose, the net investment income of a Portfolio consists of
(a) accrued interest income plus or minus amortized discount or premium
(excluding market discount for the Tax-Exempt Portfolio), (b) plus or minus all
short-term realized gains and losses on investments and (c) minus accrued
expenses allocated to the Portfolio. Expenses of each Portfolio are accrued each
day. Dividends are reinvested monthly and shareholders will receive monthly
confirmations of dividends and of purchase and redemption transactions except
that confirmations of dividend reinvestment for IRAs and other fiduciary
accounts for which State Street acts as trustee will be sent quarterly.

If the shareholder elects to receive dividends in cash, checks will be mailed
monthly, within five business days of the reinvestment date (described below),
to the shareholder or any person designated by the shareholder. At the option of
the shareholder, cash dividends may be sent by Federal Funds wire. Shareholders
may request to have dividends sent by wire on the Account Application or by
contacting the Shareholder Service Agent (see "Purchase of Shares"). The
Portfolio reinvests dividend checks (and future dividends) in shares of the
Portfolio if checks are returned as undeliverable. Dividends and other
distributions in the aggregate amount of $10 or less are automatically
reinvested in shares of the Portfolio unless the shareholder requests that such
policy not be applied to the shareholder's account.

                                      TAXES

The following is intended to be a general summary of certain federal income tax
consequences of investing in the Portfolios. It is not intended as a complete
discussion of all such consequences, nor does it purport to deal with all
categories of investors or foreign, state or local taxes. Investors are
therefore advised to consult with their tax advisors before making an investment
in a Portfolio.

Taxable Portfolios. The Money Market Portfolio and the Government & Agency
Securities Portfolio each have elected to be treated and have qualified, and
intend to continue to qualify, as a regulated investment company under
Subchapter M of the Internal Revenue Code of 1986, as amended (the "Code"), and,
if so qualified, will not be subject to federal income taxes to the extent its
earnings are distributed. Dividends derived from interest and short-term capital
gains are taxable to shareholders as ordinary income whether received in cash or
reinvested in additional shares. Long-term capital gains distributions, if any,
are taxable as long-term capital gains regardless of the length of time
shareholders have owned their shares. Dividends from these Portfolios are not
expected to be treated as qualified dividend income or qualify for the dividends
received deduction available to corporate shareholders.

Tax-Exempt Portfolio. The Tax-Exempt Portfolio has elected to be treated and has
qualified, and intends to continue to qualify, under the Code as a regulated
investment company and, if so qualified, will not be liable for federal income
taxes to the extent its earnings are distributed. This Portfolio also intends to
meet the requirements of the Code applicable to regulated investment companies
distributing tax-exempt interest dividends and, accordingly, dividends
representing net tax-exempt interest received by the Portfolio will not be
included by shareholders in their gross income for federal income tax purposes,
except to the extent such interest is subject to the alternative minimum tax as
discussed below. In order for the Portfolio to qualify to pay exempt-interest
dividends, the Code requires that at the close of each quarter of the
Portfolio's taxable year, at least 50 percent of the value of the Portfolio's
total assets consist of obligations the interest on which is exempt from federal
income tax. Dividends representing taxable net investment income (such as net
interest income from temporary investments in obligations of the US Government)
and net short-term capital gains, if any, are taxable to shareholders as
ordinary income. Net interest on certain "private activity bonds" issued on or
after August 8, 1986 is treated as an item of tax preference and may, therefore,
be subject to both the individual and corporate alternative minimum tax. To the
extent provided by regulations to be issued by the Secretary of the Treasury,
exempt-interest dividends from the Tax-Exempt Portfolio are to be treated as
interest on private activity bonds in proportion to the interest income the
Portfolio receives from private activity bonds, reduced by allowable deductions.

Exempt-interest dividends, except to the extent of interest from "private
activity bonds," are not treated as a tax-preference item. For a corporate
shareholder, however, such dividends will be included in determining such
corporate shareholder's "adjusted current earnings." Seventy-five percent of the
excess, if any, of "adjusted current earnings" over the corporate shareholder's
other alternative minimum taxable income with certain adjustments will be a
tax-preference item. Corporate shareholders are advised to consult their tax
advisors with respect to alternative minimum tax consequences.

Shareholders will be required to disclose on their federal income tax returns
the amount of tax-exempt interest earned during the year, including
exempt-interest dividends received from the Tax-Exempt Portfolio.

Individuals whose modified income exceeds a base amount will be subject to
federal income tax on up to 85% of their Social Security benefits. Modified
income includes adjusted gross income, tax-exempt interest, including
exempt-interest dividends from the Tax-Exempt Portfolio, and 50% of Social
Security benefits.

The tax exemption of dividends from the Tax-Exempt Portfolio for federal income
tax purposes does not necessarily result in exemption under the income or other
tax laws of any state or local taxing authority. The laws of the several states
and local taxing authorities vary with respect to the taxation of such income
and shareholders of the Portfolios are advised to consult their own tax advisors
as to the status of their accounts under state and local tax laws.

Dividends or distributions declared in October, November or December to
shareholders of record as of a date in one of those months and paid during the
following January are treated as paid on December 31 of the calendar year in
which declared for federal income tax purposes. The Portfolios may adjust their
schedule for dividend reinvestment for the month of December to assist in
complying with the reporting and minimum distribution requirements contained in
the Code. Each Portfolio is required by federal income tax law to withhold a
portion of dividends (including exempt-interest dividends) and redemption
proceeds paid to certain shareholders who do not furnish a correct taxpayer
identification number (in the case of most individuals, a social security
number) and in certain other circumstances. Trustees of qualified retirement
plans and 403(b)(7) accounts are required by law to withhold 20% of the taxable
portion of any distribution that is eligible to be "rolled over." The 20%
withholding requirement does not apply to distributions from IRAs or any part of
a distribution that is transferred directly to another qualified retirement
plan, 403(b)(7) account, or IRA. Shareholders should consult their tax advisors
regarding the 20% withholding requirement.

Interest on indebtedness which is incurred to purchase or carry shares of the
Tax-Exempt Portfolio is not deductible for federal income tax purposes to the
extent that the Portfolio distributes exempt-interest dividends during the
taxable year. Further, the Tax-Exempt Portfolio may not be an appropriate
investment for entities or persons who are "substantial users" of facilities
financed by private activity bonds or certain industrial development bonds held
by the Tax-Exempt Portfolio or are "related persons" to such users; such persons
should consult their tax advisors before investing in the Tax-Exempt Portfolio.

Shareholders normally will receive monthly confirmations of dividends and of
purchase and redemption transactions except that confirmations of dividend
reinvestment for IRAs and other fiduciary accounts for which State Street serves
as trustee will be sent quarterly. Firms may provide varying arrangements with
their clients with respect to confirmations. Tax information will be provided
annually. Shareholders are encouraged to retain copies of their account
confirmation statements or year-end statements for tax reporting purposes.
However, those who have incomplete records may obtain historical account
transaction information at a reasonable fee.

Special tax rules apply to investments through defined contribution plans and
other tax-qualified plans. Shareholders should consult their tax advisor to
determine the suitability of shares of a Portfolio as an investment through such
plans and the precise effect of an investment on their particular tax situation.

INVESTORS ARE ADVISED TO CONSULT THEIR OWN TAX ADVISORS WITH RESPECT TO THE
APPLICATION OF THE ABOVE-DESCRIBED GENERAL FEDERAL INCOME TAX RULES TO THEIR OWN
CIRCUMSTANCES AND WITH RESPECT TO OTHER FEDERAL, STATE, LOCAL OR FOREIGN TAX
CONSEQUENCES TO THEM BEFORE MAKING AN INVESTMENT IN A PORTFOLIO.

                                 NET ASSET VALUE


The net asset value ("NAV") per share of the Portfolio is calculated on each day
on which the Portfolio is open for business. The Portfolio is open for business
each day the New York Stock Exchange is open, as described in the Portfolio's
current prospectus. The NAV per share of the Portfolio is computed by dividing
the value of the Portfolio's assets less all liabilities, by the total number of
shares of the Portfolio outstanding. Although there is no guarantee, the
Portfolio's NAV per share will normally be $1.00.

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.

The Board has established procedures reasonably designed to stabilize the
Portfolio's NAV per share at $1.00. Under the procedures, the Advisor will
monitor and notify the Board of circumstances where the Portfolio's NAV per
share calculated by using market valuations may deviate from the $1.00 per share
calculated using amortized cost. If there were any deviation that the Board
believed would result in a material dilution or unfair result for investors or
existing shareholders, the Board would promptly consider what action, if any,
should be initiated. Such actions could include selling assets prior to maturity
to realize capital gains or losses; shortening average maturity of the
portfolio; withholding or reducing dividends; redeeming shares in kind; or
valuing assets based on market valuations.

Market valuations are obtained by using actual quotations provided by market
makers, estimates of market value, or values obtained from yield data relating
to classes of money market instruments published by reputable sources at the
mean between the bid and asked prices for the instruments. In accordance with
procedures approved by the Board, in the event market quotations are not readily
available for certain portfolio assets the fair value of such portfolio assets
will be determined in good faith by the Portfolio's Pricing Committee (or, in
some cases, the Board's Valuation Committee) based upon input from the Advisor
or other third parties

                           BOARD MEMBERS AND OFFICERS

The following table presents certain information regarding the Board Members of
the Trust. 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 Trust 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 Trust. Because the Portfolios do 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 Trust and Length of     Business Experience and                                        in DWS Fund
 Time Served(1)                   Directorships During the Past 5 Years                          Complex Overseen
--------------------------------------------------------------------------------------------------------------------
<S>                               <C>                                                                   <C>
Paul K. Freeman                   Consultant, World Bank/Inter-American Development Bank;               125
(1950)                            Governing Council of the Independent Directors Council
Chairperson since 2009, and       (governance, executive committees); formerly: Project Leader,
Board Member since 1993           International Institute for Applied Systems Analysis
                                  (1998-2001); Chief Executive Officer, The Eric Group, Inc.
                                  (environmental insurance) (1986-1998)
--------------------------------------------------------------------------------------------------------------------
John W. Ballantine (1946)         Retired; formerly: Executive Vice President and Chief Risk            125
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:               125
 Board Member since               Association of Public Television Stations; Becton Dickinson
 1990                             and Company(2) (medical technology company); Belo
                                  Corporation(2) (media company); Boston Museum of Science;
                                  Public Radio International; PRX, The Public Radio Exchange;
                                  The PBS Foundation; former Directorships: American Public
                                  Television; Concord Academy; New England Aquarium; Mass.
                                  Corporation for Educational Telecommunications; Committee for
                                  Economic Development; Public Broadcasting Service
--------------------------------------------------------------------------------------------------------------------
Dawn-Marie Driscoll (1946)        President, Driscoll Associates (consulting firm); Executive           125
Board Member since 1987           Fellow, Center for Business Ethics, Bentley University;
                                  formerly: Partner, Palmer & Dodge (1988-1990); Vice President
                                  of Corporate Affairs and General Counsel, Filene's
                                  (1978-1988); Directorships: Trustee of 20 open-end mutual
                                  funds managed by Sun Capital Advisers, Inc. (since 2007);
                                  Director of ICI Mutual Insurance Company (since 2007);
                                  Advisory Board, Center for Business Ethics, Bentley
                                  University; Trustee, Southwest Florida Community Foundation
                                  (charitable organization); former Directorships: Investment
                                  Company Institute (audit, executive, nominating committees)
                                  and Independent Directors Council (governance, executive
                                  committees)
--------------------------------------------------------------------------------------------------------------------
Keith R. Fox (1954)               Managing General Partner, Exeter Capital Partners (a series           125
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           125
(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,         125
(1946)                            Finance Department, The Wharton School, University of
Board Member since                Pennsylvania (since July 1972); Co-Director, Wharton
1990                              Financial Institutions Center (since July 2000); Director,
                                  Japan Equity Fund, Inc. (since September 2007), Thai Capital
                                  Fund, Inc. (since September 2007), Singapore Fund, Inc.
                                  (since September 2007); formerly: Vice Dean and Director,
                                  Wharton Undergraduate Division (July 1995-June 2000);
                                  Director, Lauder Institute of International Management
                                  Studies (July 2000-June 2006)
--------------------------------------------------------------------------------------------------------------------
William McClayton (1944)          Managing Director, Diamond Management & Technology                    125
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             125
(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); Director,
                                  CardioNet, Inc.(2) (2009-present) (health care); formerly:
                                  Executive Vice President, The Glenmede Trust Company
                                  (investment trust and wealth management) (1983 to 2004);
                                  Board Member, Investor Education (charitable organization)
                                  (2004-2005); Director, Viasys Health Care(2) (January
                                  2007-June 2007)
--------------------------------------------------------------------------------------------------------------------
William N. Searcy, Jr.            Private investor since October 2003; Trustee of 20 open-end           125
(1946)                            mutual funds managed by Sun Capital Advisers, Inc. (since
Board Member since                October 1998); formerly: Pension & Savings Trust Officer,
1993                              Sprint Corporation(2) (telecommunications) (November
                                  1989-September 2003)
--------------------------------------------------------------------------------------------------------------------
Jean Gleason Stromberg            Retired; formerly: Consultant (1997-2001); Director, US               125
(1943)                            Government Accountability Office (1996-1997); Partner,
Board Member since                Fulbright & Jaworski, L.L.P. (law firm) (1978-1996);
1997                              Directorships: The William and Flora Hewlett Foundation;
                                  Business Leadership Council, Wellesley College; former
                                  Directorships: Service Source, Inc., Mutual Fund Directors
                                  Forum (2002-2004), American Bar Retirement Association
                                  (funding vehicle for retirement plans) (1987-1990 and
                                  1994-1996)
--------------------------------------------------------------------------------------------------------------------
Robert H. Wadsworth (1940)        President, Robert H. Wadsworth & Associates, Inc. (consulting         128
Board Member since 1999           firm) (1983 to present); Director, The Phoenix Boys Choir
                                  Association
--------------------------------------------------------------------------------------------------------------------

Interested Board Member

--------------------------------------------------------------------------------------------------------------------
 Name, Year of Birth, Position    Business Experience and                                        Number of Funds
 with the Trust and Length of                                                                    in DWS Fund
 Time Served(1)                   Directorships During the Past 5 Years                          Complex Overseen
--------------------------------------------------------------------------------------------------------------------
 Axel Schwarzer(3)                Managing Director(4), Deutsche Asset Management; Head of              125
 (1958)                           Deutsche Asset Management Americas; CEO of DWS Investments;
 Board Member since               relocated to Germany in July 2009 as Vice Chairman(4) of
 2006                             Deutsche Asset Management and Member of the Management Board
                                  of DWS Investments, responsible for Global Relationship
                                  Management; formerly: board member of DWS Investments,
                                  Germany (1999-2005); Head of Sales and Product Management for
                                  the Retail and Private Banking Division of Deutsche Bank in
                                  Germany (1997-1999); various strategic and operational
                                  positions for Deutsche Bank Germany Retail and Private
                                  Banking Division in the field of investment funds, tax driven
                                  instruments and asset management for corporates (1989-1996)
--------------------------------------------------------------------------------------------------------------------

Officers(5)

--------------------------------------------------------------------------------------------------------------------
 Name, Year of Birth, Position    Business Experience and
 with the Trust and Length of
 Time Served(6)                   Directorships During the Past 5 Years
--------------------------------------------------------------------------------------------------------------------
 Michael G. Clark(7) (1965)       Managing Director(4), Deutsche Asset Management (2006-present); President of
 President, 2006-present          DWS family of funds; Director, ICI Mutual Insurance Company (since
                                  October 2007); formerly: Director of Fund Board Relations (2004-2006) and
                                  Director of Product Development (2000-2004), Merrill Lynch Investment Managers;
                                  Senior Vice President Operations, Merrill Lynch Asset Management (1999-2000)
--------------------------------------------------------------------------------------------------------------------
 John Millette(8) (1962)          Director(4), Deutsche Asset Management
 Vice President and Secretary,
 1999-present
--------------------------------------------------------------------------------------------------------------------
 Paul H. Schubert(7) (1963)       Managing Director(4), Deutsche Asset Management (since July 2004); formerly:
 Chief Financial Officer,         Executive Director, Head of Mutual Fund Services and Treasurer for UBS Family
 2004-present                     of Funds (1998-2004); Vice President and Director of Mutual Fund Finance at UBS
 Treasurer, 2005-present          Global Asset Management (1994-1998)
--------------------------------------------------------------------------------------------------------------------
 Caroline Pearson(8) (1962)       Managing Director(4), Deutsche Asset Management
 Assistant Secretary,
 1997-present
--------------------------------------------------------------------------------------------------------------------
 Rita Rubin(9) (1970)             Vice President and Counsel, Deutsche Asset Management (since October 2007);
 Assistant Secretary,             formerly, Vice President, Morgan Stanley Investment Management (2004-2007);
 2009-present                     Attorney, Shearman & Sterling LLP (2004); Vice President and Associate General
                                  Counsel, UBS Global Asset Management (2001-2004)
--------------------------------------------------------------------------------------------------------------------
 Paul Antosca(8)                  Director(4), Deutsche Asset Management (since 2006); formerly: Vice President,
 (1957)                           The Manufacturers Life Insurance Company (U.S.A.) (1990-2006)
 Assistant Treasurer,
 2007-present
--------------------------------------------------------------------------------------------------------------------
 Jack Clark (8)                   Director(4), Deutsche Asset Management (since 2007); formerly: Vice President,
 (1967)                           State Street Corporation (2002-2007)
 Assistant Treasurer,
 2007-present
--------------------------------------------------------------------------------------------------------------------
 Diane Kenneally(8)               Director(4), Deutsche Asset Management
 (1966)
 Assistant Treasurer,
 2007-present
--------------------------------------------------------------------------------------------------------------------
 Jason Vazquez(9) (1972)          Vice President, Deutsche Asset Management (since 2006); formerly: AML
 Anti-Money Laundering            Operations Manager for Bear Stearns (2004-2006); Supervising Compliance
 Compliance Officer,              Principal and Operations Manager for AXA Financial (1999-2004)
 2007-present
--------------------------------------------------------------------------------------------------------------------
 Robert Kloby(9) (1962)           Managing Director(4), Deutsche Asset Management (2004-present); formerly: Chief
 Chief Compliance Officer,        Compliance Officer/Chief Risk Officer, Robeco USA (2000-2004); Vice President,
 2006-present                     The Prudential Insurance Company of America (1988-2000); E.F. Hutton and
                                  Company (1984-1988)
--------------------------------------------------------------------------------------------------------------------
 J. Christopher Jackson(9)        Director(4), Deutsche Asset Management (2006-present); formerly: Director,
 (1951)                           Senior Vice President, General Counsel, and Assistant Secretary, Hansberger
 Chief Legal Officer,             Global Investors, Inc. (1996-2006); Director, National Society of Compliance
 2006-present                     Professionals (2002-2005) (2006-2009)
--------------------------------------------------------------------------------------------------------------------
</TABLE>

(1)      The length of time served represents the year in which the Board Member
         joined the board of one or more DWS funds currently overseen by the
         Board.

(2)      A publicly held company with securities registered pursuant to Section
         12 of the Securities Exchange Act of 1934.

(3)      The mailing address of Axel Schwarzer is DWS Investment GmbH, Mainzer
         Landstr. 178-190, Floor 5C, 60327 Frankfurt am Main, Germany. 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 Portfolios.

(4)      Executive title, not a board directorship.

(5)      As a result of their respective positions held with the Advisor, these
         individuals are considered "interested persons" of the Advisor within
         the meaning of the 1940 Act. Interested persons receive no compensation
         from the Portfolios.

(6)      The length of time served represents the year in which the officer was
         first elected in such capacity for one or more DWS funds.

(7)      Address:  345 Park Avenue, New York, New York 10154.

(8)      Address: One Beacon Street, Boston, Massachusetts 02108.

(9)      Address:  280 Park Avenue, New York, New York 10017.

Certain officers hold similar positions for other investment companies for which
DIMA or an affiliate serves as the Advisor.

Officer's Role with Principal Underwriter:  DWS Investments Distributors, Inc.

 Paul H. Schubert:               Vice President
 Jason Vazquez:                  Vice President and AML Compliance Officer
 Caroline Pearson:               Secretary

Board Members' Responsibilities. The officers of the Trust 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 Portfolios and to provide oversight
of the management of the Portfolios.

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 Portfolios' accounting
and financial reporting policies and procedures, (3) the Portfolios' 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 Portfolios. It also
approves and recommends to the Board the appointment, retention or termination
of the independent registered public accounting firm for the Portfolios, reviews
the scope of audit and internal controls, considers and reports to the Board on
matters relating to the Portfolios' accounting and financial reporting
practices, and performs such other tasks as the full Board deems necessary or
appropriate. The Audit Committee receives annual representations from the
independent registered public accounting firm as to its independence. The
members of the Audit Committee are William McClayton (Chair), Kenneth C.
Froewiss (Vice Chair), John W. Ballantine, Henry P. Becton, Jr., Keith R. Fox
and William N. Searcy, Jr. During the calendar year 2008, the Audit Committee of
the Portfolios' Board held six (6) meetings.

Nominating and Governance Committee: The Nominating and Governance Committee,
which consists entirely of Independent Board Members, recommends individuals for
membership on the Board, nominates officers, Board and committee chairs, vice
chairs and committee members, and oversees the operations of the Board. The
Nominating and Governance Committee also reviews recommendations by shareholders
for candidates for Board positions. Shareholders may recommend candidates for
Board positions by forwarding their correspondence by US mail or courier service
to Dawn-Marie Driscoll, P.O. Box 100176, Cape Coral, FL 33904. The members of
the Nominating and Governance Committee are Henry P. Becton, Jr. (Chair),
Rebecca W. Rimel (Vice Chair), Paul K. Freeman and William McClayton. During the
calendar year 2008, the Nominating and Governance Committee of the Portfolios'
Board held five (5) meetings.

Contract Committee: The Contract Committee, which consists entirely of
Independent Board Members, reviews at least annually, (a) the Portfolios'
financial arrangements with DIMA and its affiliates, and (b) the Portfolios'
expense ratios. The members of the Contract Committee are Robert H. Wadsworth
(Chair), Keith R. Fox (Vice Chair), Henry P. Becton, Jr., Richard J. Herring,
William McClayton and Jean Gleason Stromberg. During the calendar year 2008, the
Contract Review Committee of the Portfolios' Board held seven (7) meetings.

Equity Oversight Committee: The Equity Oversight Committee reviews the
investment operations of those portfolios that primarily invest in equity
securities (except for those funds managed by a quantitative investment team).
The members of the Equity Oversight Committee are John W. Ballantine (Chair),
William McClayton (Vice Chair), Henry P. Becton, Jr., Keith R. Fox, Richard J.
Herring and Rebecca W. Rimel. During the calendar year 2008, the Equity
Oversight Committee of the Portfolios' Board held five (5) meetings.

Fixed-Income and Quant Oversight Committee: The Fixed-Income and Quant Oversight
Committee reviews the investment operations of those funds that primarily invest
in fixed-income securities or are managed by a quantitative investment team. The
members of the Fixed-Income and Quant Oversight Committee are William N. Searcy,
Jr. (Chair), Jean Gleason Stromberg (Vice Chair), Dawn-Marie Driscoll, Kenneth
C. Froewiss and Robert H. Wadsworth. During the calendar year 2008, the
Fixed-Income Oversight Committee of the Portfolios' Board held five (5)
meetings.

Marketing and Shareholder Services Committee: The Marketing and Shareholder
Services Committee reviews the Portfolios' marketing program, sales practices
and literature and shareholder services. The Marketing and Shareholder Services
Committee also considers matters relating to fund mergers and liquidations and
the organization of new funds. The members of the Marketing and Shareholder
Services Committee are Richard J. Herring (Chair), Dawn-Marie Driscoll (Vice
Chair), Rebecca W. Rimel, Jean Gleason Stromberg and Robert H. Wadsworth. During
the calendar year 2008, the Marketing/Distribution/Shareholder Service Committee
of the Portfolios' Board held four (4) meetings.

The Operations Committee: The Operations Committee reviews the administrative
operations, legal affairs and general compliance matters of the Portfolios. The
Operations Committee reviews administrative matters related to the operations of
the Portfolios, policies and procedures relating to portfolio transactions,
custody arrangements, fidelity bond and insurance arrangements, valuation of
Portfolio assets and securities and such other tasks as the full Board deems
necessary or appropriate. The Operations Committee also oversees the valuation
of the Portfolios' securities and other assets and determines, as needed, the
fair value of Portfolio securities or other assets under certain circumstances
as described in the Portfolios' Valuation Procedures. The Operations Committee
has appointed a Valuation Sub-Committee, which may make determinations of fair
value required when the Operations Committee is not in session. The members of
the Operations Committee are Dawn-Marie Driscoll (Chair), John W. Ballantine
(Vice Chair), Kenneth C. Froewiss, Rebecca W. Rimel and William N. Searcy, Jr.
The members of the Valuation Sub-Committee are Kenneth C. Froewiss (Chair), John
W. Ballantine, Dawn-Marie Driscoll (Alternate), Rebecca W. Rimel (Alternate) and
William N. Searcy, Jr. (Alternate). During the calendar year 2008, the
Operations Committee held five (5) meetings and the Valuation Sub-Committee held
two (2) meetings for Money Market Portfolio and zero (0) meetings for Government
& Agency Securities Portfolio and Tax-Exempt Portfolio 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
Portfolios for his or her services, which includes retainer fees and specified
amounts for various committee services and for the Board Chairperson. No
additional compensation is paid to any Independent Board Member for travel time
to meetings, attendance at directors' educational seminars or conferences,
service on industry or association committees, participation as speakers at
directors' conferences or service on special fund industry director task forces
or subcommittees. Independent Board Members do not receive any employee benefits
such as pension or retirement benefits or health insurance from the Portfolios
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
Portfolios, 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 Portfolios. The following tables show compensation from the
Portfolios and aggregate compensation from all of the funds in the DWS fund
complex received by each Independent Board Member during the calendar year 2008.
Mr. Schwarzer is an interested person of the Portfolios and received no
compensation from the Portfolios or any fund in the DWS fund complex during the
relevant periods.


<TABLE>
<CAPTION>
                                                           Aggregate            Aggregate             Total
                                    Aggregate          Compensation from       Compensation       Compensation
                                Compensation from     Government & Agency          from           from Fund and
                                  Money Market            Securities           Tax-Exempt           DWS Fund
  Name of Board Member              Portfolio              Portfolio            Portfolio          Complex(1)
  --------------------              ---------              ---------            ---------          ----------

<S>                               <C>                        <C>                   <C>                <C>
  John W. Ballantine              $8,616                     $9,470                $7,523             $237,500
  Henry P. Becton, Jr.(2)          $556                        $203                $1,426             $246,000
  Dawn-Marie Driscoll(2)(3)        $639                        $222                $1,673             $292,500
  Keith R. Fox(2)                  $523                        $196                $1,330             $229,500
  Paul K. Freeman                 $9,320                    $10,244                $8,146             $255,000
  Kenneth C. Froewiss              $515                        $194                $1,309             $226,750
  Richard J. Herring(2)            $539                        $200                $1,381             $240,000
  William McClayton(4)            $9,407                    $10,300                $8,245             $257,500
  Rebecca W. Rimel(2)              $534                        $198                $1,360             $233,500
  William N. Searcy, Jr.           $534                        $199                $1,366             $238,000
  Jean Gleason Stromberg           $512                        $194                $1,300             $225,500
  Robert H. Wadsworth             $8,796                     $9,688                $7,670             $273,500
</TABLE>

(1)      The DWS fund complex is composed of 136 funds as of December 31, 2008.

(2)      Aggregate compensation includes amounts paid to the Board Members for
         special meetings of ad hoc committees of the Board in connection with
         the consolidation of the DWS fund boards and various funds, meetings
         for considering fund expense simplification initiatives, and
         consideration of issues specific to the Portfolios' direct shareholders
         (i.e., those shareholders who did not purchase shares through financial
         intermediaries). Such amounts totaled $8,000 for Mr. Becton, $2,000 for
         Ms. Driscoll, $2,000 for Mr. Fox, $2,000 for Dr. Herring and $8,000 for
         Ms. Rimel. These meeting fees were borne by the funds.

(3)      Includes $70,000 in annual retainer fees received by Ms. Driscoll as
         Chairperson of DWS funds.

(4)      Includes $15,000 paid to Mr. McClayton for numerous special meetings of
         an ad hoc committee of the former Chicago Board in connection with
         board consolidation initiatives.

Board Member Ownership in the Portfolios

The following table shows the dollar range of equity securities beneficially
owned by each Board Member in the Portfolios and DWS fund complex as of December
31, 2008.


<TABLE>
<CAPTION>
                                                                         Dollar Range of
                                                                            Beneficial
                                     Dollar Range of    Ownership in      Dollar Range of       Aggregate Dollar
                                        Beneficial      Government &         Beneficial      Range of Ownership in
                                      Ownership in         Agency          Ownership in      all Funds Overseen by
                                      Money Market       Securities         Tax-Exempt        Board Member in the
Board Member                            Portfolio         Portfolio          Portfolio        DWS Fund Complex(1)
------------                            ---------         ---------          ---------        -------------------

Independent Board Member:
-------------------------

<S>                                        <C>            <C>                <C>                  <C>
John W. Ballantine                         None              None               None              Over $100,000
Henry P. Becton, Jr.                       None           $1-$10,000         $1-$10,000           Over $100,000
Dawn-Marie Driscoll                        None              None          $50,001-$100,000       Over $100,000
Keith R. Fox                               None              None               None              Over $100,000
Paul K. Freeman                            None              None               None              Over $100,000
Kenneth C. Froewiss                        None              None               None              Over $100,000
Richard J. Herring                         None              None               None              Over $100,000
William McClayton                          None              None               None              Over $100,000
Rebecca W. Rimel                           None              None               None              Over $100,000
William N. Searcy, Jr.                     None              None               None              Over $100,000
Jean Gleason Stromberg                     None              None          $10,001-$50,000        Over $100,000
Robert H. Wadsworth                        None              None               None              Over $100,000

Interested Board Member:
------------------------

Axel Schwarzer                             None              None               None              Over $100,000
</TABLE>


(1)      Securities beneficially owned as defined under the 1934 Act include
         direct and/or indirect ownership of securities where the Board Member's
         economic interest is tied to the securities, employment ownership and
         securities when the Board Member can exert voting power, and when the
         Board Member has authority to sell the securities. The dollar ranges
         are: None, $1-$10,000, $10,001-$50,000, $50,001-$100,000 and over
         $100,000.

Ownership in Securities of the Advisor and Related Companies

As reported to the Portfolios, the information in the following table reflects
ownership by the Independent Board Members and their immediate family members of
certain securities as of December 31, 2008. Immediate family members can be a
spouse, children residing in the same household including step and adoptive
children, and any dependents. The securities represent ownership in the Advisor
or principal underwriter of the Portfolios 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
Portfolios (including Deutsche Bank AG).

<TABLE>
<CAPTION>
                                                                                   Value of        Percent of
                                   Owner and                                     Securities on     Class on an
Independent                     Relationship to                     Title of     an Aggregate       Aggregate
Board Member                      Board Member         Company        Class          Basis            Basis
------------                      ------------         -------        -----          -----            -----

<S>     <C>    <C>    <C>    <C>    <C>    <C>
John W. Ballantine                                      None
Henry P. Becton, Jr.                                    None
Dawn-Marie Driscoll                                     None
Keith R. Fox                                            None
Paul K. Freeman                                         None
Kenneth C. Froewiss                                     None
Richard J. Herring                                      None
William McClayton                                       None
Rebecca W. Rimel                                        None
William N. Searcy, Jr.                                  None
Jean Gleason Stromberg                                  None
Robert H. Wadsworth                                     None
</TABLE>

Securities Beneficially Owned

As of July 7, 2009, the Board Members and officers of the Trust owned, as a
group, less than 1% of the outstanding shares of each Portfolio.

To the best of each Portfolio's knowledge, as of July 7, 2009, no person owned
of record or beneficially 5% or more of any class of the Portfolio's outstanding
shares, except as noted below.

Government & Agency Securities Portfolio
----------------------------------------

<TABLE>
<CAPTION>
Name and Address of Investor Ownership                          Shares                      % of Total Shares
--------------------------------------                          ------                      -----------------

<S>                                                         <C>                       <C>
RIDGE CLEARING & OUTSOURCING SVCS                           320,637,629.03            100% of Capital Assets Funds
NEW YORK NY  10041-0004                                                                          Shares

D A DAVIDSON & CO                                            26,713,199.73                100% of Davidson Cash
TAX-EXEMPT OMNIBUS ACCT #1                                                               Equivalent Plus Shares
ATTN  BETH ANN THELEN
GREAT FALLS MT  59403-5015

D A DAVIDSON & CO                                            25,998,615.45                100%of Davidson Cash
GOVERNMENT SEC OMNIBUS ACCT #1                                                              Equivalent Shares
ATTN  BETH ANN THELEN
GREAT FALLS MT  59403-5015

DEUTSCHE BANK SECURITIES INC                               1,000,000,000.00           7.31% of DWS Government Cash
CUSTOMER SEGREGATED                                                                       Institutional Shares
ATTN JENNIFER WALTER
NEW YORK NY  10005-2836

KNOTFLOAT & CO                                              792,419,056.25            5.79% of DWS Government Cash
C/O STATE STREET BANK                                                                     Institutional Shares
BOSTON MA  02206-5496

AMERICAN EXPRESS CREDIT CORP                                719,000,000.00            5.26% of DWS Government Cash
ATTN VERICK B NORTHRUP                                                                    Institutional Shares
WILMINGTON DE  19801-2919

FIDUCIARY TRUST CO INT'L AS AGENT                           197,255,500.00              60.22% of Government Cash
ATTN MUTUAL FUND PROCESSING                                                                  Managed Shares
ATTN CORPORATE TREASURY
NEW YORK NY  10020-2302

FIDUCIARY TRUST CO INT'L AS AGENT                            69,416,500.00              21.19% of Government Cash
NON COMPENSATION ACCOUNT                                                                     Managed Shares
ATTN CORPORATE TREASURY
NEW YORK NY  10020-2302

LPL FINANCIAL SERVICES                                     3,755,432,079.73          99.24% of Premier Money Market
SAN DIEGO CA  92121-1968                                                                         Shares

MESIROW FINANCIAL INC                                        40,361,466.36              29.71% of Service Shares
CHICAGO IL  60654-4712

FIRST SOUTHWEST COMPANY                                      36,532,453.60              26.89% of Service Shares
DALLAS TX  75201-3852

PERSHING LLC FOR THE EXCLUSIVE                               31,900,048.24              23.48% of Service Shares
BENEFIT OF CUSTOMERS
JERSEY CITY NJ  07399-0001

PENSON FINANCIAL SERVICES                                    25,201,783.04              18.55% of Service Shares
DALLAS TX  75201-4609

Money Market Portfolio
----------------------

Name and Address of Investor Ownership                          Shares                      % of Total Shares
--------------------------------------                          ------                      -----------------

RIDGE CLEARING & OUTSOURCING SVCS                            54,826,875.08            100% of Capital Assets Funds
NEW YORK NY  10041-0004                                                                     Preferred Shares

RIDGE CLEARING & OUTSOURCING SVCS                           926,624,287.45            100% of Capital Assets Funds
NEW YORK NY  10041-0004                                                                          Shares

D A DAVIDSON & CO                                            3,746,587.57                 100% of Davidson Cash
TAX-EXEMPT OMNIBUS ACCT #1                                                               Equivalent Plus Shares
ATTN  BETH ANN THELEN
GREAT FALLS MT  59403-5015

D A DAVIDSON & CO                                            26,549,745.17                100% of Davidson Cash
MONEY MARKET OMNIBUS ACCT #1                                                                Equivalent Shares
ATTN  BETH ANN THELEN
GREAT FALLS MT  59403-5015

TOYOTA MOTOR CREDIT CORPORATION                             408,910,299.82            73.55% of Institutional Money
ATTN NICHOLAS RO                                                                              Market Shares
TORRANCE CA  90501-1196

LPL FINANCIAL SERVICES                                      143,190,379.36            25.76% of Institutional Money
SAN DIEGO CA  92121-1968                                                                      Market Shares

JOSEPH W SARBINOWSKI                                           10,321.31             97.57% of Institutional Select
DARIEN CT  06820-3510                                                                      Money Market Shares

LPL FINANCIAL SERVICES                                     1,708,723,340.70          93.43% of Premier Money Market
SAN DIEGO CA  92121-1968                                                                         Shares

LPL FINANCIAL SERVICES                                      213,012,831.79              60.38% of Premium Reserve
SAN DIEGO CA  92121-1968                                                                   Money Market Shares

FIDUCIARY TRUST CO INT'L AS AGENT                            40,366,000.00              11.44% of Premium Reserve
ATTN MUTUAL FUND PROCESSING                                                                Money Market Shares
ATTN CORPORATE TREASURY
NEW YORK NY  10020-2302

PENSON FINANCIAL SERVICES                                   848,249,326.83              75.31% of Service Shares
DALLAS TX  75201-4609

FIRST SOUTHWEST COMPANY                                     132,766,240.36              11.79% of Service Shares
DALLAS TX  75201-3852

PERSHING LLC FOR THE EXCLUSIVE                               71,778,611.21               6.37% of Service Shares
BENEFIT OF CUSTOMERS
JERSEY CITY NJ  07399-0001

Tax-Exempt Portfolio
--------------------

Name and Address of Investor Ownership                          Shares                      % of Total Shares
--------------------------------------                          ------                      -----------------

RIDGE CLEARING & OUTSOURCING SVCS                            20,228,656.72            100% of Capital Assets Funds
NEW YORK NY  10041-0004                                                                          Shares

D A DAVIDSON & CO                                            67,084,334.82                100% of Davidson Cash
TAX-EXEMPT OMNIBUS ACCT #1                                                                  Equivalent Shares
ATTN  BETH ANN THELEN
GREAT FALLS MT  59403-5015

PERSHING LLC FOR THE EXCLUSIVE                              963,119,571.97            46.42% of DWS Tax-Exempt Cash
BENEFIT OF CUSTOMERS                                                                      Institutional Shares
JERSEY CITY NJ  07399-0001

KNOTFLOAT & CO                                              280,483,630.55            13.52% of DWS Tax-Exempt Cash
C/O STATE STREET BANK                                                                     Institutional Shares
BOSTON MA  02206-5496

JP MORGAN CLEARING CORP                                     150,036,254.30            7.23% of DWS Tax-Exempt Cash
FBO XXXXXXXXXX                                                                            Institutional Shares
ATTN: DENISE DILORENZO-SIEGEL
BROOKLYN NY  11201-3832

LPL FINANCIAL SERVICES                                      422,308,931.56            93.7% of Premier Money Market
SAN DIEGO CA  92121-1968                                                                         Shares

SMITH MOORE & COMPANY                                        28,193,154.96            6.26% of Premier Money Market
CLAYTON MO  63105-1931                                                                           Shares

FIRST SOUTHWEST COMPANY                                      55,581,337.26              74.84% of Service Shares
DALLAS TX  75201-3852

PENSON FINANCIAL SERVICES                                    16,654,646.60              22.43% of Service Shares
DALLAS TX  75201-4609

FIDUCIARY TRUST CO INT'L AS AGENT                           162,124,500.00              60.5% of Tax-Exempt Cash
ATTN MUTUAL FUND PROCESSING                                                                  Managed Shares
ATTN CORPORATE TREASURY
NEW YORK NY  10020-2302

FIDUCIARY TRUST CO INT'L AS AGENT                            57,868,000.00              21.6% of Tax-Exempt Cash
NON COMPENSATION ACCOUNT                                                                     Managed Shares
ATTN CORPORATE TREASURY
NEW YORK NY  10020-2302

KNOTFLOAT & CO                                               39,220,574.51              14.64% of Tax-Exempt Cash
C/O STATE STREET BANK                                                                        Managed Shares
BOSTON MA  02206-5496

PERSHING LLC FOR THE EXCLUSIVE                              417,065,733.49            78.78% of Tax-Free Investment
BENEFIT OF CUSTOMERS                                                                              Class
JERSEY CITY NJ  07399-0001

WILLIAM BLAIR & COMPANY                                      83,471,707.49            15.77% of Tax-Free Investment
ATTN TERRY MULDOON                                                                                Class
CHICAGO IL  60606-5312
</TABLE>


Agreement to Indemnify Independent Trustees 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 Trustees of the Affected Funds, against certain
liabilities the Independent Trustees 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 Trustees 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 Trustees ultimately would not be entitled to indemnification or (2)
for any liability of the Independent Trustees to the Funds or their shareholders
to which the Independent Trustee would otherwise be subject by reason of willful
misfeasance, bad faith, gross negligence or reckless disregard of the
Independent Trustee'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 Trustees 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.

                               TRUST ORGANIZATION

The Trust is an open-end, management investment company, organized as a business
trust under the laws of Massachusetts on March 2, 1990. The Trust may issue an
unlimited number of shares of beneficial interest in one or more series or
"Portfolios," all having no par value, which may be divided by the Board of
Trustees into classes of shares, subject to compliance with the Securities and
Exchange Commission regulations permitting the creation of separate classes of
shares. The Trust is currently divided into three series: Money Market
Portfolio, Government & Agency Securities Portfolio and Tax-Exempt Portfolio.
Money Market Portfolio is currently divided into nine classes of shares: Premium
Reserve Shares, Premier Money Market Shares, Institutional Money Market Shares,
Institutional Select Money Market Shares, Service Shares, Davidson Cash
Equivalent Shares, Davidson Cash Equivalent Plus Shares, Capital Assets Funds
Shares and Capital Assets Funds Preferred Shares. Government & Agency Securities
Portfolio is divided into eight classes of shares: DWS Government & Agency Money
Fund, DWS Government Cash Institutional Shares, Government Cash Managed Shares,
Premier Money Market Shares, Service Shares, Davidson Cash Equivalent Shares,
Davidson Cash Equivalent Plus Shares and Capital Assets Funds Shares. Tax-Exempt
Portfolio is divided into nine classes of shares: Tax-Free Investment Class, DWS
Tax-Free Money Fund Class S, DWS Tax-Exempt Money Fund, Capital Assets Funds
Shares, Davidson Cash Equivalent Shares, Premier Money Market Shares, DWS
Tax-Exempt Cash Institutional Shares, Service Shares and Tax-Exempt Cash Managed
Shares.

The Trustees have the authority to create additional portfolios and to designate
the relative rights and preferences as between the different portfolios. The
Trustees also may authorize the division of shares of a Portfolio into different
classes, which may bear different expenses. All shares issued and outstanding
are fully paid and non-assessable, transferable, have no pre-emptive or
conversion rights and are redeemable as described in the SAI and in the
Portfolios' prospectus. Each share has equal rights with each other share of the
same class of the Portfolio as to voting, dividends, exchanges, conversion
features and liquidation. Shareholders are entitled to one vote for each full
share held and fractional votes for fractional shares held. The Trustees may
also terminate any Portfolio or class by notice to the shareholders without
shareholder approval.

The Trust generally is not required to hold meetings of its shareholders. Under
the Declaration of Trust, however, shareholder meetings will be held in
connection with the following matters: (a) the election or removal of trustees
if a meeting is called for such purpose; (b) the adoption of any contract for
which shareholder approval is required by the 1940 Act; (c) any termination or
reorganization of the Trust to the extent and as provided in the Declaration of
Trust; (d) any amendment of the Declaration of Trust (other than amendments
changing the name of the Trust or any Portfolio, establishing a Portfolio,
supplying any omission, curing any ambiguity or curing, correcting or
supplementing any defective or inconsistent provision thereof); and (e) such
additional matters as may be required by law, the Declaration of Trust, the
By-laws of the Trust, or any registration of the Trust with the Securities and
Exchange Commission or any state, or as the trustees may consider necessary or
desirable. The shareholders also would vote upon changes in fundamental
investment objectives, policies or restrictions.

Subject to the Declaration of Trust, shareholders may remove trustees. Each
trustee serves until the next meeting of shareholders, if any, called for the
purpose of electing trustees and until the election and qualification of a
successor or until such trustee sooner dies, resigns, retires or is removed by a
majority vote of the shares entitled to vote (as described below) or a majority
of the trustees. In accordance with the 1940 Act (a) the Trust will hold a
shareholder meeting for the election of trustees at such time as less than a
majority of the trustees have been elected by shareholders, and (b) if, as a
result of a vacancy in the Board of Trustees, less than two-thirds of the
trustees have been elected by the shareholders, that vacancy will be filled only
by a vote of the shareholders.

The Declaration of Trust provides that obligations of the Trust are not binding
upon the Trustees individually but only upon the property of the Trust, that the
Trustees and officers will not be liable for errors of judgment or mistakes of
fact or law, and that a Trust will indemnify its Trustees and officers against
liabilities and expenses incurred in connection with litigation in which they
may be involved because of their offices with a Trust except if it is determined
in the manner provided in the Declaration of Trust that they have not acted in
good faith in the reasonable belief that their actions were in the best
interests of the Trust. However, nothing in the Declaration of Trust protects or
indemnifies a Trustee or officer against any liability 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 their
office.

Trustees may be removed from office by a vote of the holders of a majority of
the outstanding shares at a meeting called for that purpose, which meeting shall
be held upon the written request of the holders of not less than 10% of the
outstanding shares. Upon the written request of ten or more shareholders who
have been such for at least six months and who hold shares constituting at least
1% of the outstanding shares of the Trust 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 trustee, the
Trust has undertaken to disseminate appropriate materials at the expense of the
requesting shareholders.

The Declaration of Trust provides that the presence at a shareholder meeting in
person or by proxy of at least 30% of the shares entitled to vote on a matter
shall constitute a quorum. Thus, a meeting of shareholders of a Portfolio could
take place even if less than a majority of the shareholders were represented on
its scheduled date. Shareholders would in such a case be permitted to take
action which does not require a larger vote than a majority of a quorum, such as
the election of trustees and ratification of the selection of auditors. Some
matters requiring a larger vote under the Declaration of Trust, such as
termination or reorganization of a Portfolio and certain amendments of the
Declaration of Trust, would not be affected by this provision; nor would matters
which under the 1940 Act require the vote of a "majority of the outstanding
voting securities" as defined in the 1940 Act.

The Declaration of Trust specifically authorizes the Board of Trustees to
terminate the Trust (or any Portfolio or class) by notice to the shareholders
without shareholder approval.

Under Massachusetts law, shareholders of a Massachusetts business trust could,
under certain circumstances, be held personally liable for obligations of the
Trust. The Declaration of Trust, however, disclaims shareholder liability for
acts or obligations of the Trust and requires that notice of such disclaimer be
given in each agreement, obligation, or instrument entered into or executed by
the Trust or the trustees. Moreover, the Declaration of Trust provides for
indemnification out of Trust property for all losses and expenses of any
shareholder held personally liable for the obligations of the Trust and the
Trust will be covered by insurance which the trustees consider adequate to cover
foreseeable tort claims. Thus, the risk of a shareholder incurring financial
loss on account of shareholder liability is considered by the Advisor remote and
not material, since it is limited to circumstances in which a disclaimer is
inoperative and the Trust itself is unable to meet its obligations.

                             PROXY VOTING GUIDELINES

The Portfolios have delegated proxy voting responsibilities to the Advisor,
subject to a Board's general oversight. The Advisor votes proxies pursuant to
the proxy voting policy and guidelines set forth in Appendix A to this SAI).

You may obtain information about how a fund voted proxies related to its
portfolio securities during the 12-month period ended June 30 by visiting the
Securities and Exchange Commission's Web site at www.sec.gov or by visiting our
Web site at: www.dws-investments.com (click on "proxy voting" at the bottom of
the page).

                              FINANCIAL STATEMENTS

The financial statements, including the portfolio of investments, of each
Portfolio, together with the Report of Independent Registered Public Accounting
Firm, Financial Highlights and notes to financial statements in the Annual
Reports to the Shareholders of each Portfolio dated April 30, 2009 are
incorporated herein by reference and are hereby deemed to be a part of this SAI.

                             ADDITIONAL INFORMATION

The CUSIP number of Cash Account Trust -- Money Market Portfolio's Davidson Cash
Equivalent Shares is 147539779. The CUSIP number of Cash Account Trust- Money
Market Portfolio's Davidson Cash Equivalent Plus Shares is 147539787.

The CUSIP number of Cash Account Trust -- Government & Agency Securities
Portfolio's Davidson Cash Equivalent Shares is 147539753. The CUSIP number of
Cash Account Trust-Government & Agency Securities Portfolio's Davidson Cash
Equivalent Plus Shares is 147539761.

The CUSIP number of Cash Account Trust -- Tax-Exempt Portfolio's Davidson Cash
Equivalent Shares is 147539746.

Money Market Portfolio, Government & Agency Securities Portfolio and Tax-Exempt
Portfolio each have a fiscal year of April 30.

The Portfolios' prospectus and this SAI omit certain information contained in
the Registration Statement which a Portfolio 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 a Portfolio and the securities
offered hereby. This Registration Statement and its amendments are available for
inspection by the public at the SEC in Washington, D.C.


                      APPENDIX A -- PROXY VOTING GUIDELINES

       Deutsche Asset Management ("AM") Proxy Voting Policy and Guidelines


I.       INTRODUCTION

AM has adopted and implemented the following policies and procedures, which it
believes are reasonably designed to ensure that proxies are voted in the best
economic interest of clients, in accordance with its fiduciary duties and local
regulation. These Proxy Voting Policies, Procedures and Guidelines shall apply
to all accounts managed by US domiciled advisers and to all US client accounts
managed by non US regional offices. Non US regional offices are required to
maintain procedures and to vote proxies as may be required by law on behalf of
their non US clients. In addition, AM's proxy policies reflect the fiduciary
standards and responsibilities for ERISA accounts.

The attached guidelines represent a set of global recommendations that were
determined by the Global Proxy Voting Sub-Committee ("the GPVSC"). These
guidelines were developed to provide AM with a comprehensive list of
recommendations that represent how AM will generally vote proxies for its
clients. The recommendations derived from the application of these guidelines
are not intended to influence the various AM legal entities either directly or
indirectly by parent or affiliated companies. In addition, the organizational
structures and documents of the various AM legal entities allows, where
necessary or appropriate, the execution by individual AM subsidiaries of the
proxy voting rights independently of any DB parent or affiliated company. This
applies in particular to non U.S. fund management companies. The individuals
that make proxy voting decisions are also free to act independently, subject to
the normal and customary supervision by the management/boards of these AM legal
entities.


II.      AM'S PROXY VOTING RESPONSIBILITIES

Proxy votes are the property of AM's advisory clients.(1) As such, AM's
authority and responsibility to vote such proxies depend upon its contractual
relationships with its clients. AM has delegated responsibility for effecting
its advisory clients' proxy votes to Institutional Shareholder Services ("ISS"),
an independent third-party proxy voting specialist. ISS votes AM's advisory
clients' proxies in accordance with AM's proxy guidelines or AM's specific
instructions. Where a client has given specific instructions as to how a proxy
should be voted, AM will notify ISS to carry out those instructions. Where no
specific instruction exists, AM will follow the procedures in voting the proxies
set forth in this document. Certain Taft-Hartley clients may direct AM to have
ISS vote their proxies in accordance with Taft Hartley voting Guidelines

_____________________

(1)      For purposes of these Policies and Procedures, "clients" refers to
         persons or entities: for which AM serves as investment adviser or
         sub-adviser; for which AM votes proxies; and that have an economic or
         beneficial ownership interest in the portfolio securities of issuers
         soliciting such proxies.

Clients may in certain instances contract with their custodial agent and notify
AM that they wish to engage in securities lending transactions. In such cases,
it is the responsibility of the custodian to deduct the number of shares that
are on loan so that they do not get voted twice.


III.     POLICIES

1.       Proxy voting activities are conducted in the best economic interest of
         clients

AM has adopted the following policies and procedures to ensure that proxies are
voted in accordance with the best economic interest of its clients, as
determined by AM in good faith after appropriate review.

2.       The Global Proxy Voting Sub-Committee

The Global Proxy Voting Sub-Committee (the "GPVSC") is an internal working group
established by the applicable AM's Investment Risk Oversight Committee pursuant
to a written charter. The GPVSC is responsible for overseeing AM's proxy voting
activities, including:

(i)    adopting, monitoring and updating guidelines, attached as Exhibit A (the
       "Guidelines"), that provide how AM will generally vote proxies pertaining
       to a comprehensive list of common proxy voting matters;

(ii)   voting proxies where (A) the issues are not covered by specific client
       instruction or the Guidelines; (B) the Guidelines specify that the issues
       are to be determined on a case-by-case basis; or (C) where an exception
       to the Guidelines may be in the best economic interest of AM's clients;
       and

(iii)  monitoring the Proxy Vendor Oversight's proxy voting activities (see
       below).

AM's Proxy Vendor Oversight, a function of AM's Operations Group, is responsible
for coordinating with ISS to administer AM's proxy voting process and for voting
proxies in accordance with any specific client instructions or, if there are
none, the Guidelines, and overseeing ISS' proxy responsibilities in this regard.

3.       Availability of Proxy Voting Policies and Procedures and proxy voting
         record

Copies of these Policies and Procedures, as they may be updated from time to
time, are made available to clients as required by law and otherwise at AM's
discretion. Clients may also obtain information on how their proxies were voted
by AM as required by law and otherwise at AM's discretion; however, AM must not
selectively disclose its investment company clients' proxy voting records. The
Proxy Vendor Oversight will make proxy voting reports available to advisory
clients upon request. The investment companies' proxy voting records will be
disclosed to shareholders by means of publicly-available annual filings of each
company's proxy voting record for 12-month periods ended June 30 (see
"Recordkeeping" below), if so required by relevant law.


IV.      PROCEDURES

The key aspects of AM's proxy voting process are as follows:

1.       The GPVSC's Proxy Voting Guidelines

The Guidelines set forth the GPVSC's standard voting positions on a
comprehensive list of common proxy voting matters. The GPVSC has developed, and
continues to update the Guidelines based on consideration of current corporate
governance principles, industry standards, client feedback, and the impact of
the matter on issuers and the value of the investments.

The GPVSC will review the Guidelines as necessary to support the best economic
interests of AM's clients and, in any event, at least annually. The GPVSC will
make changes to the Guidelines, whether as a result of the annual review or
otherwise, taking solely into account the best economic interests of clients.
Before changing the Guidelines, the GPVSC will thoroughly review and evaluate
the proposed change and the reasons therefore, and the GPVSC Chair will ask
GPVSC members whether anyone outside of the AM organization (but within Deutsche
Bank and its affiliates) or any entity that identifies itself as a AM advisory
client has requested or attempted to influence the proposed change and whether
any member has a conflict of interest with respect to the proposed change. If
any such matter is reported to the GPVSC Chair, the Chair will promptly notify
the Conflicts of Interest Management Sub-Committee (see below) and will defer
the approval, if possible. Lastly, the GPVSC will fully document its rationale
for approving any change to the Guidelines.

The Guidelines may reflect a voting position that differs from the actual
practices of the public company(ies) within the Deutsche Bank organization or of
the investment companies for which AM or an affiliate serves as investment
adviser or sponsor. Investment companies, particularly closed-end investment
companies, are different from traditional operating companies. These differences
may call for differences in voting positions on the same matter. Further, the
manner in which AM votes investment company proxies may differ from proposals
for which a AM-advised or sponsored investment company solicits proxies from its
shareholders. As reflected in the Guidelines, proxies solicited by closed-end
(and open-end) investment companies are generally voted in accordance with the
pre-determined guidelines of ISS. See Section IV.3.B.

Funds ("Underlying Funds") in which Topiary Fund Management Fund of Funds (each,
a "Fund") invest, may from time to time seek to revise their investment terms
(i.e. liquidity, fees, etc.) or investment structure. In such event, the
Underlying Funds may require approval/consent from its investors to effect the
relevant changes. Topiary Fund Management has adopted Proxy Voting Procedures
which outline the process for these approvals.

2.       Specific proxy voting decisions made by the GPVSC

The Proxy Vendor Oversight will refer to the GPVSC all proxy proposals (i) that
are not covered by specific client instructions or the Guidelines; or (ii) that,
according to the Guidelines, should be evaluated and voted on a case-by-case
basis.

Additionally, if, the Proxy Vendor Oversight, the GPVSC Chair or any member of
the GPVSC, a portfolio manager, a research analyst or a sub-adviser believes
that voting a particular proxy in accordance with the Guidelines may not be in
the best economic interests of clients, that individual may bring the matter to
the attention of the GPVSC Chair and/or the Proxy Vendor Oversight.(2)

_____________________

(2)      The Proxy Vendor Oversight generally monitors upcoming proxy
         solicitations for heightened attention from the press or the industry
         and for novel or unusual proposals or circumstances, which may prompt
         the Proxy Vendor Oversight to bring the solicitation to the attention
         of the GPVSC Chair. AM portfolio managers, AM research analysts and
         sub-advisers also may bring a particular proxy vote to the attention of
         the GPVSC Chair, as a result of their ongoing monitoring of portfolio
         securities held by advisory clients and/or their review of the periodic
         proxy voting record reports that the GPVSC Chair distributes to AM
         portfolio managers and AM research analysts.

If the Proxy Vendor Oversight refers a proxy proposal to the GPVSC or the GPVSC
determines that voting a particular proxy in accordance with the Guidelines is
not in the best economic interests of clients, the GPVSC will evaluate and vote
the proxy, subject to the procedures below regarding conflicts.

The GPVSC endeavors to hold meetings to decide how to vote particular proxies
sufficiently before the voting deadline so that the procedures below regarding
conflicts can be completed before the GPVSC's voting determination.

3.       Certain proxy votes may not be cast

In some cases, the GPVSC may determine that it is in the best economic interests
of its clients not to vote certain proxies. If the conditions below are met with
regard to a proxy proposal, AM will abstain from voting:

o        Neither the Guidelines nor specific client instructions cover an issue;

o        ISS does not make a recommendation on the issue;

o        The GPVSC cannot convene on the proxy proposal at issue to make a
         determination as to what would be in the client's best interest. (This
         could happen, for example, if the Conflicts of Interest Management
         Sub-committee found that there was a material conflict or if despite
         all best efforts being made, the GPVSC quorum requirement could not be
         met).

In addition, it is AM's policy not to vote proxies of issuers subject to laws of
those jurisdictions that impose restrictions upon selling shares after proxies
are voted, in order to preserve liquidity. In other cases, it may not be
possible to vote certain proxies, despite good faith efforts to do so. For
example, some jurisdictions do not provide adequate notice to shareholders so
that proxies may be voted on a timely basis. Voting rights on securities that
have been loaned to third-parties transfer to those third-parties, with loan
termination often being the only way to attempt to vote proxies on the loaned
securities. Lastly, the GPVSC may determine that the costs to the client(s)
associated with voting a particular proxy or group of proxies outweighs the
economic benefits expected from voting the proxy or group of proxies.

The Proxy Vendor Oversight will coordinate with the GPVSC Chair regarding any
specific proxies and any categories of proxies that will not or cannot be voted.
The reasons for not voting any proxy shall be documented.

4.       Conflict of Interest Procedures

A. Procedures to Address Conflicts of Interest and Improper Influence

Overriding Principle. In the limited circumstances where the GPVSC votes
proxies,(3) the GPVSC will vote those proxies in accordance with what it, in
good faith, determines to be the best economic interests of AM's clients.(4)

_____________________

(3)      As mentioned above, the GPVSC votes proxies (i) where neither a
         specific client instruction nor a Guideline directs how the proxy
         should be voted, (ii) where the Guidelines specify that an issue is to
         be determined on a case by case basis or (iii) where voting in
         accordance with the Guidelines may not be in the best economic
         interests of clients.

(4)      The Proxy Vendor Oversight, who serves as the non-voting secretary of
         the GPVSC, may receive routine calls from proxy solicitors and other
         parties interested in a particular proxy vote. Any contact that
         attempts to exert improper pressure or influence shall be reported to
         the Conflicts of Interest Management Sub-Committee.

Independence of the GPVSC. As a matter of Compliance policy, the GPVSC and the
Proxy Vendor Oversight are structured to be independent from other parts of
Deutsche Bank. Members of the GPVSC and the employee responsible for Proxy
Vendor Oversight are employees of AM. As such, they may not be subject to the
supervision or control of any employees of Deutsche Bank Corporate and
Investment Banking division ("CIB"). Their compensation cannot be based upon
their contribution to any business activity outside of AM without prior approval
of Legal and Compliance. They can have no contact with employees of Deutsche
Bank outside of the Private Client and Asset Management division ("PCAM")
regarding specific clients, business matters or initiatives without the prior
approval of Legal and Compliance. They furthermore may not discuss proxy votes
with any person outside of AM (and within AM only on a need to know basis).

Conflict Review Procedures. There will be a committee (the "Conflicts of
Interest Management Sub-Committee") established within AM that will monitor for
potential material conflicts of interest in connection with proxy proposals that
are to be evaluated by the GPVSC. Promptly upon a determination that a vote
shall be presented to the GPVSC, the GPVSC Chair shall notify the Conflicts of
Interest Management Sub-Committee. The Conflicts of Interest Management
Sub-Committee shall promptly collect and review any information deemed
reasonably appropriate to evaluate, in its reasonable judgment, if AM or any
person participating in the proxy voting process has, or has the appearance of,
a material conflict of interest. For the purposes of this policy, a conflict of
interest shall be considered "material" to the extent that a reasonable person
could expect the conflict to influence, or appear to influence, the GPVSC's
decision on the particular vote at issue. GPVSC should provide the Conflicts of
Interest Management Sub-Committee a reasonable amount of time (no less than 24
hours) to perform all necessary and appropriate reviews. To the extent that a
conflicts review can not be sufficiently completed by the Conflicts of Interest
Management Sub-Committee the proxies will be voted in accordance with the
standard guidelines.

The information considered by the Conflicts of Interest Management Sub-Committee
may include without limitation information regarding (i) AM client
relationships; (ii) any relevant personal conflict known by the Conflicts of
Interest Management Sub-Committee or brought to the attention of that
sub-committee; (iii) and any communications with members of the GPVSC (or anyone
participating or providing information to the GPVSC) and any person outside of
the AM organization (but within Deutsche Bank and its affiliates) or any entity
that identifies itself as a AM advisory client regarding the vote at issue. In
the context of any determination, the Conflicts of Interest Management
Sub-Committee may consult with, and shall be entitled to rely upon, all
applicable outside experts, including legal counsel.

Upon completion of the investigation, the Conflicts of Interest Management
Sub-Committee will document its findings and conclusions. If the Conflicts of
Interest Management Sub-Committee determines that (i) AM has a material conflict
of interest that would prevent it from deciding how to vote the proxies
concerned without further client consent or (ii) certain individuals should be
recused from participating in the proxy vote at issue, the Conflicts of Interest
Management Sub-Committee will so inform the GPVSC chair.

If notified that AM has a material conflict of interest as described above, the
GPVSC chair will obtain instructions as to how the proxies should be voted
either from (i) if time permits, the effected clients, or (ii) in accordance
with the standard guidelines. If notified that certain individuals should be
recused from the proxy vote at issue, the GPVSC Chair shall do so in accordance
with the procedures set forth below.

Note: Any AM employee who becomes aware of a potential, material conflict of
interest in respect of any proxy vote to be made on behalf of clients shall
notify Compliance. Compliance shall call a meeting of the conflict review
committee to evaluate such conflict and determine a recommended course of
action.

Procedures to be followed by the GPVSC. At the beginning of any discussion
regarding how to vote any proxy, the GPVSC Chair (or his or her delegate) will
inquire as to whether any GPVSC member (whether voting or ex officio) or any
person participating in the proxy voting process has a personal conflict of
interest or has actual knowledge of an actual or apparent conflict that has not
been reported to the Conflicts of Interest Management Sub-Committee.

The GPVSC Chair also will inquire of these same parties whether they have actual
knowledge regarding whether any director, officer or employee outside of the AM
organization (but within Deutsche Bank and its affiliates) or any entity that
identifies itself as a AM advisory client, has: (i) requested that AM, the Proxy
Vendor Oversight (or any member thereof) or a GPVSC member vote a particular
proxy in a certain manner; (ii) attempted to influence AM, the Proxy Vendor
Oversight (or any member thereof), a GPVSC member or any other person in
connection with proxy voting activities; or (iii) otherwise communicated with a
GPVSC member or any other person participating or providing information to the
GPVSC regarding the particular proxy vote at issue, and which incident has not
yet been reported to the Conflicts of Interest Management Sub- Committee.

If any such incidents are reported to the GPVSC Chair, the Chair will promptly
notify the Conflicts of Interest Management Sub-Committee and, if possible, will
delay the vote until the Conflicts of Interest Management Sub-Committee can
complete the conflicts report. If a delay is not possible, the Conflicts of
Interest Management Sub-Committee will instruct the GPVSC whether anyone should
be recused from the proxy voting process, or whether AM should vote the proxy in
accordance with the standard guidelines, seek instructions as to how to vote the
proxy at issue from ISS or, if time permits, the effected clients. These
inquiries and discussions will be properly reflected in the GPVSC's minutes.

Duty to Report. Any AM employee, including any GPVSC member (whether voting or
ex officio), that is aware of any actual or apparent conflict of interest
relevant to, or any attempt by any person outside of the AM organization (but
within Deutsche Bank and its affiliates) or any entity that identifies itself as
a AM advisory client to influence, how AM votes its proxies has a duty to
disclose the existence of the situation to the GPVSC Chair (or his or her
designee) and the details of the matter to the Conflicts of Interest Management
Sub-Committee. In the case of any person participating in the deliberations on a
specific vote, such disclosure should be made before engaging in any activities
or participating in any discussion pertaining to that vote.

Recusal of Members. The GPVSC will recuse from participating in a specific proxy
vote any GPVSC members (whether voting or ex officio) and/or any other person
who (i) are personally involved in a material conflict of interest; or (ii) who,
as determined by the Conflicts of Interest Management Sub-Committee, have actual
knowledge of a circumstance or fact that could effect their independent
judgment, in respect of such vote. The GPVSC will also exclude from
consideration the views of any person (whether requested or volunteered) if the
GPVSC or any member thereof knows, or if the Conflicts of Interest Management
Sub-Committee has determined, that such other person has a material conflict of
interest with respect to the particular proxy, or has attempted to influence the
vote in any manner prohibited by these policies.

If, after excluding all relevant GPVSC voting members pursuant to the paragraph
above, there are three or more GPVSC voting members remaining, those remaining
GPVSC members will determine how to vote the proxy in accordance with these
Policies and Procedures. If there are fewer than three GPVSC voting members
remaining, the GPVSC Chair will vote the proxy in accordance with the standard
guidelines, will obtain instructions as to how to have the proxy voted from, if
time permits, the effected clients and otherwise from ISS.

B.       Investment Companies and Affiliated Public Companies

Investment Companies. As reflected in the Guidelines, all proxies solicited by
open-end and closed-end investment companies are voted in accordance with the
pre-determined guidelines of ISS, unless the investment company client directs
AM to vote differently on a specific proxy or specific categories of proxies.
However, regarding investment companies for which AM or an affiliate serves as
investment adviser or principal underwriter, such proxies are voted in the same
proportion as the vote of all other shareholders (i.e., "mirror" or "echo"
voting). Master fund proxies solicited from feeder funds are voted in accordance
with applicable provisions of Section 12 of the Investment Company Act of 1940.

Subject to participation agreements with certain Exchange Traded Funds ("ETF")
issuers that have received exemptive orders from the U.S. Securities and
Exchange Commission allowing investing DWS funds to exceed the limits set forth
in Section 12(d)(1)(A) and (B) of the Investment Company Act of 1940, DeAM will
echo vote proxies for ETFs in which Deutsche Bank holds more than 25% of
outstanding voting shares globally when required to do so by participation
agreements and SEC orders.

Affiliated Public Companies. For proxies solicited by non-investment company
issuers of or within the Deutsche Bank organization, e.g., Deutsche bank itself,
these proxies will be voted in the same proportion as the vote of other
shareholders (i.e., "mirror" or "echo" voting).

Note: With respect to the QP Trust (not registered under the Investment Company
Act of 1940), the Fund is not required to engage in echo voting and the
investment adviser will use these Guidelines, and may determine, with respect to
the QP Trust, to vote contrary to the positions in the Guidelines, consistent
with the Fund's best interest.

C.       Other Procedures That Limit Conflicts of Interest

AM and other entities in the Deutsche Bank organization have adopted a number of
policies, procedures and internal controls that are designed to avoid various
conflicts of interest, including those that may arise in connection with proxy
voting, including:

o        Deutsche Bank Americas Restricted Activities Policy. This policy
         provides for, among other things, independence of AM employees from
         CIB, and information barriers between AM and other affiliates.
         Specifically, no AM employee may be subject to the supervision or
         control of any employee of CIB. No AM employee shall have his or her
         compensation based upon his or her contribution to any business
         activity within the Bank outside of the business of AM, without the
         prior approval of Legal or Compliance. Further, no employee of CIB
         shall have any input into the compensation of a AM employee without the
         prior approval of Legal or Compliance. Under the information barriers
         section of this policy, as a general rule, AM employees who are
         associated with the investment process should have no contact with
         employees of Deutsche Bank or its affiliates, outside of PCAM,
         regarding specific clients, business matters, or initiatives. Further,
         under no circumstances should proxy votes be discussed with any
         Deutsche Bank employee outside of AM (and should only be discussed on a
         need-to-know basis within AM).

Other relevant internal policies include the Deutsche Bank Americas Code of
Professional Conduct, the Deutsche Asset Management Information Sharing
Procedures, the Deutsche Asset Management Code of Ethics, the Sarbanes-Oxley
Senior Officer Code of Ethics, and the Deutsche Bank Group Code of Conduct. The
GPVSC expects that these policies, procedures and internal controls will greatly
reduce the chance that the GPVSC (or, its members) would be involved in, aware
of or influenced by, an actual or apparent conflict of interest.


V.       RECORDKEEPING

At a minimum, the following types of records must be properly maintained and
readily accessible in order to evidence compliance with this policy.

o        AM will maintain a record of each vote cast by AM that includes among
         other things, company name, meeting date, proposals presented, vote
         cast and shares voted.

o        The Proxy Vendor Oversight maintains records for each of the proxy
         ballots it votes. Specifically, the records include, but are not
         limited to:

         -        The proxy statement (and any additional solicitation
                  materials) and relevant portions of annual statements.

         -        Any additional information considered in the voting process
                  that may be obtained from an issuing company, its agents or
                  proxy research firms.

         -        Analyst worksheets created for stock option plan and share
                  increase analyses.

         -        Proxy Edge print-screen of actual vote election.

o        AM will retain these Policies and Procedures and the Guidelines; will
         maintain records of client requests for proxy voting information; and
         will retain any documents the Proxy Vendor Oversight or the GPVSC
         prepared that were material to making a voting decision or that
         memorialized the basis for a proxy voting decision.

o        The GPVSC also will create and maintain appropriate records documenting
         its compliance with these Policies and Procedures, including records of
         its deliberations and decisions regarding conflicts of interest and
         their resolution.

o        With respect to AM's investment company clients, ISS will create and
         maintain records of each company's proxy voting record for 12-month
         periods ended June 30. AM will compile the following information for
         each matter relating to a portfolio security considered at any
         shareholder meeting held during the period covered by the report and
         with respect to which the company was entitled to vote:

         -        The name of the issuer of the portfolio security;

         -        The exchange ticker symbol of the portfolio security (if
                  symbol is available through reasonably practicable means);

         -        The Council on Uniform Securities Identification Procedures
                  number for the portfolio security (if the number is available
                  through reasonably practicable means);

         -        The shareholder meeting date;

         -        A brief identification of the matter voted on;

         -        Whether the matter was proposed by the issuer or by a security
                  holder;

         -        Whether the company cast its vote on the matter;

         -        How the company cast its vote (e.g., for or against proposal,
                  or abstain; for or withhold regarding election of directors);
                  and

         -        Whether the company cast its vote for or against management.

Note: This list is intended to provide guidance only in terms of the records
that must be maintained in accordance with this policy. In addition, please note
that records must be maintained in accordance with the applicable AM Records
Management Policy.

With respect to electronically stored records, "properly maintained" is defined
as complete, authentic (unalterable) usable and backed-up. At a minimum, records
should be retained for a period of not less than six years (or longer, if
necessary to comply with applicable regulatory requirements), the first three
years in an appropriate AM office.


VI.      THE GPVSC'S OVERSIGHT ROLE

In addition to adopting the Guidelines and making proxy voting decisions on
matters referred to it as set forth above, the GPVSC will monitor the proxy
voting process by reviewing summary proxy information presented by ISS. The
GPVSC will use this review process to determine, among other things, whether any
changes should be made to the Guidelines. This review will take place at least
quarterly and will be documented in the GPVSC's minutes.


Attachment A - Global Proxy Voting Guidelines







                            Deutsche Asset Management

                         Global Proxy Voting Guidelines



                             As Amended October 2008


                                [GRAPHIC OMITTED]
Table of contents

I        Board Of Directors And Executives

         A        Election Of Directors

         B        Classified Boards Of Directors

         C        Board And Committee Independence

         D        Liability And Indemnification Of Directors

         E        Qualifications Of Directors

         F        Removal Of Directors And Filling Of Vacancies

         G        Proposals To Fix The Size Of The Board

         H        Proposals to Restrict Chief Executive Officer's Service on

                  Multiple Boards

         I        Proposals to Restrict Supervisory Board Members Service on

                  Multiple Boards

         J        Proposals to Establish Audit Committees

II       Capital Structure

         A        Authorization Of Additional Shares

         B        Authorization Of "Blank Check" Preferred Stock

         C        Stock Splits/Reverse Stock Splits

         D        Dual Class/Supervoting Stock

         E        Large Block Issuance

         F        Recapitalization Into A Single Class Of Stock

         G        Share Repurchases

         H        Reductions In Par Value

III      Corporate Governance Issues

         A        Confidential Voting

         B        Cumulative Voting

         C        Supermajority Voting Requirements

         D        Shareholder Right To Vote

IV       Compensation

         A        Establishment of a Remuneration Committee

         B        Executive And Director Stock Option Plans

         C        Employee Stock Option/Purchase Plans

         D        Golden Parachutes

         E        Proposals To Limit Benefits Or Executive Compensation

         F        Option Expensing

         G        Management board election and motion

         H        Remuneration (variable pay)

         I        Long-term incentive plans

         J        Shareholder Proposals Concerning "Pay For Superior
                  Performance"

         K        Executive Compensation Advisory

V        Anti-Takeover Related Issues

         A        Shareholder Rights Plans ("Poison Pills")

         B        Reincorporation

         C        Fair-Price Proposals

         D        Exemption From State Takeover Laws

         E        Non-Financial Effects Of Takeover Bids

VI       Mergers & Acquisitions

VII      Social & Political Issues

         A        Labor & Human Rights

         B        Diversity & Equality

         C        Health & Safety

         D        Government/Military

         E        Tobacco

VIII     Environmental Issues

IX       Miscellaneous Items

         A        Ratification Of Auditors

         B        Limitation Of Non-Audit Services Provided By Independent
                  Auditor

         C        Audit Firm Rotation

         D        Transaction Of Other Business

         E        Motions To Adjourn The Meeting

         F        Bundled Proposals

         G        Change Of Company Name

         H        Proposals Related To The Annual Meeting

         I        Reimbursement Of Expenses Incurred From Candidate Nomination

         J        Investment Company Proxies

         K        International Proxy Voting


These Guidelines may reflect a voting position that differs from the actual
practices of the public company (ies) within the Deutsche Bank organization or
of the investment companies for which AM or an affiliate serves as investment
adviser or sponsor.

NOTE: Because of the unique structure and regulatory scheme applicable to
closed-end investment companies, the voting guidelines (particularly those
related to governance issues) generally will be inapplicable to holdings of
closed-end investment companies. As a result, determinations on the appropriate
voting recommendation for closed-end investment company shares will be made on a
case-by-case basis.


I.       Board of Directors and Executives

A.       Election of Directors

Routine: AM Policy is to vote "for" the uncontested election of directors. Votes
for a director in an uncontested election will be withheld in cases where a
director has shown an inability to perform his/her duties in the best interests
of the shareholders.

Proxy contest: In a proxy contest involving election of directors, a
case-by-case voting decision will be made based upon analysis of the issues
involved and the merits of the incumbent and dissident slates of directors. AM
will incorporate the decisions of a third party proxy research vendor,
currently, Institutional Shareholder Services ("ISS") subject to review by the
Proxy Voting Sub-Committee (GPVSC) as set forth in the AM's Proxy Voting
Policies and Procedures.

Rationale: The large majority of corporate directors fulfill their fiduciary
obligation and in most cases support for management's nominees is warranted. As
the issues relevant to a contested election differ in each instance, those cases
must be addressed as they arise.

B.       Classified Boards of Directors

AM policy is to vote against proposals to classify the board and for proposals
to repeal classified boards and elect directors annually.

Rationale: Directors should be held accountable on an annual basis. By
entrenching the incumbent board, a classified board may be used as an
anti-takeover device to the detriment of the shareholders in a hostile take-over
situation.

C.       Board and Committee Independence

AM policy is to vote:

1.       "For" proposals that require that a certain percentage (majority up to
         66 2/3%) of members of a board of directors be comprised of independent
         or unaffiliated directors.

2.       "For" proposals that require all members of a company's compensation,
         audit, nominating, or other similar committees be comprised of
         independent or unaffiliated directors.

3.       "Against" shareholder proposals to require the addition of special
         interest, or constituency, representatives to boards of directors.

4.       "For" separation of the Chairman and CEO positions.

5.       "Against" proposals that require a company to appoint a Chairman who is
         an independent director.

Rationale: Board independence is a cornerstone of effective governance and
accountability. A board that is sufficiently independent from management assures
that shareholders' interests are adequately represented. However, the Chairman
of the board must have sufficient involvement in and experience with the
operations of the company to perform the functions required of that position and
lead the company.

No director qualifies as 'independent' unless the board of directors
affirmatively determines that the director has no material relationship with the
listed company (either directly or as a partner, shareholder or officer of an
organization that has a relationship with the company).

Whether a director is in fact not "independent" will depend on the laws and
regulations of the primary market for the security and the exchanges, if any, on
which the security trades.

D.       Liability and Indemnification of Directors

AM policy is to vote "for" management proposals to limit directors' liability
and to broaden the indemnification of directors, unless broader indemnification
or limitations on directors' liability would effect shareholders' interests in
pending litigation.

Rationale: While shareholders want directors and officers to be responsible for
their actions, it is not in the best interests of the shareholders for them to
be to risk averse. If the risk of personal liability is too great, companies may
not be able to find capable directors willing to serve. We support expanding
coverage only for actions taken in good faith and not for serious violations of
fiduciary obligation or negligence.

E.       Qualifications of Directors

AM policy is to follow management's recommended vote on either management or
shareholder proposals that set retirement ages for directors or require specific
levels of stock ownership by directors.

Rationale: As a general rule, the board of directors, and not the shareholders,
is most qualified to establish qualification policies.

F.       Removal of Directors and Filling of Vacancies

AM policy is to vote "against" proposals that include provisions that directors
may be removed only for cause or proposals that include provisions that only
continuing directors may fill board vacancies.

Rationale: Differing state statutes permit removal of directors with or without
cause. Removal of directors for cause usually requires proof of self-dealing,
fraud or misappropriation of corporate assets, limiting shareholders' ability to
remove directors except under extreme circumstances. Removal without cause
requires no such showing.

Allowing only incumbent directors to fill vacancies can serve as an
anti-takeover device, precluding shareholders from filling the board until the
next regular election.

G.       Proposals to Fix the Size of the Board

AM policy is to vote:

1.       "For" proposals to fix the size of the board unless: (a) no specific
         reason for the proposed change is given; or (b) the proposal is part of
         a package of takeover defenses.

2.       "Against" proposals allowing management to fix the size of the board
         without shareholder approval.

Rationale: Absent danger of anti-takeover use, companies should be granted a
reasonable amount of flexibility in fixing the size of its board.

H.       Proposals to Restrict Chief Executive Officer's Service on Multiple
         Boards

AM policy is to vote "For" proposals to restrict a Chief Executive Officer from
serving on more than three outside boards of directors.

Rationale: Chief Executive Officer must have sufficient time to ensure that
shareholders' interests are represented adequately.

Note: A director's service on multiple closed-end fund boards within a fund
complex are treated as service on a single Board for the purpose of the proxy
voting guidelines.

I.       Proposals to Restrict Supervisory Board Members Service on Multiple
         Boards (For FFT Securities)

AM policy is to vote "for" proposals to restrict a Supervisory Board Member from
serving on more than five supervisory boards.

Rationale: We consider a strong, independent and knowledgeable supervisory board
as important counter-balance to executive management to ensure that the
interests of shareholders are fully reflected by the company.

Full information should be disclosed in the annual reports and accounts to allow
all shareholders to judge the success of the supervisory board controlling their
company.

Supervisory Board Member must have sufficient time to ensure that shareholders'
interests are represented adequately.

Note: A director's service on multiple closed-end fund boards within a fund
complex are treated as service on a single Board for the purpose of the proxy
voting guidelines.

J.       Proposals to Establish Audit Committees (For FFT and U.S. Securities)
         AM policy is to vote "for" proposals that require the establishment of
         audit committees.

Rationale: The audit committee should deal with accounting and risk management
related questions, verifies the independence of the auditor with due regard to
possible conflicts of interest. It also should determine the procedure of the
audit process.


II.      Capital Structure

A.       Authorization of Additional Shares (For U.S. Securities)

AM policy is to vote "for" proposals to increase the authorization of existing
classes of stock that do not exceed a 3:1 ratio of shares authorized to shares
outstanding for a large cap company, and do not exceed a 4:1 ratio of shares
authorized to shares outstanding for a small-midcap company (companies having a
market capitalization under one billion U.S. dollars.).

Rationale: While companies need an adequate number of shares in order to carry
on business, increases requested for general financial flexibility must be
limited to protect shareholders from their potential use as an anti-takeover
device. Requested increases for specifically designated, reasonable business
purposes (stock split, merger, etc.) will be considered in light of those
purposes and the number of shares required.

B.       Authorization of "Blank Check" Preferred Stock (For U.S. Securities)

AM policy is to vote:

1.   "Against" proposals to create blank check preferred stock or to increase
     the number of authorized shares of blank check preferred stock unless the
     company expressly states that the stock will not be used for anti-takeover
     purposes and will not be issued without shareholder approval.

2.   "For" proposals mandating shareholder approval of blank check stock
     placement.

Rationale: Shareholders should be permitted to monitor the issuance of classes
of preferred stock in which the board of directors is given unfettered
discretion to set voting, dividend, conversion and other rights for the shares
issued.

C.       Stock Splits/Reverse Stock Splits

AM policy is to vote "for" stock splits if a legitimate business purpose is set
forth and the split is in the shareholders' best interests. A vote is cast "for"
a reverse stock split only if the number of shares authorized is reduced in the
same proportion as the reverse split or if the effective increase in authorized
shares (relative to outstanding shares) complies with the proxy guidelines for
common stock increases (see, Section II.A, above.)

Rationale: Generally, stock splits do not detrimentally effect shareholders.
Reverse stock splits, however, may have the same result as an increase in
authorized shares and should be analyzed accordingly.

D.       Dual Class/Supervoting Stock

AM policy is to vote "against" proposals to create or authorize additional
shares of super-voting stock or stock with unequal voting rights.

Rationale: The "one share, one vote" principal ensures that no shareholder
maintains a voting interest exceeding their equity interest in the company.

E.       Large Block Issuance (For U.S. Securities)

AM policy is to address large block issuances of stock on a case-by-case basis,
incorporating the recommendation of an independent third party proxy research
firm (currently ISS) subject to review by the GPVSC as set forth in AM's Proxy
Policies and Procedures.

Additionally, AM supports proposals requiring shareholder approval of large
block issuances.

Rationale: Stock issuances must be reviewed in light of the business
circumstances leading to the request and the potential impact on shareholder
value.

F.       Recapitalization into a Single Class of Stock

AM policy is to vote "for" recapitalization plans to provide for a single class
of common stock, provided the terms are fair, with no class of stock being
unduly disadvantaged.

Rationale: Consolidation of multiple classes of stock is a business decision
that may be left to the board and/management if there is no adverse effect on
shareholders.

G.       Share Repurchases

AM policy is to vote "for" share repurchase plans provided all shareholders are
able to participate on equal terms.

Rationale: Buybacks are generally considered beneficial to shareholders because
they tend to increase returns to the remaining shareholders.

H.       Reductions in Par Value

AM policy is to vote "for" proposals to reduce par value, provided a legitimate
business purpose is stated (e.g., the reduction of corporate tax
responsibility.)

Rationale: Usually, adjustments to par value are a routine financial decision
with no substantial impact on shareholders.


III.     Corporate Governance Issues

A.       Confidential Voting

AM policy is to vote "for" proposals to provide for confidential voting and
independent tabulation of voting results and to vote "against" proposals to
repeal such provisions.

Rationale: Confidential voting protects the privacy rights of all shareholders.
This is particularly important for employee-shareholders or shareholders with
business or other affiliations with the company, who may be vulnerable to
coercion or retaliation when opposing management. Confidential voting does not
interfere with the ability of corporations to communicate with all shareholders,
nor does it prohibit shareholders from making their views known directly to
management.

B.       Cumulative Voting (For U.S. Securities)

AM policy is to vote "against" shareholder proposals requesting cumulative
voting and "for" management proposals to eliminate it. The protections afforded
shareholders by cumulative voting are not necessary when a company has a history
of good performance and does not have a concentrated ownership interest.
Accordingly, a vote is cast "against" cumulative voting and "for" proposals to
eliminate it if:

a)       The company has a five year return on investment greater than the
         relevant industry index,

b)       All directors and executive officers as a group beneficially own less
         than 10% of the outstanding stock, and

c)       No shareholder (or voting block) beneficially owns 15% or more of the
         company.

Thus, failure of any one of the three criteria results in a vote for cumulative
voting in accordance with the general policy.

Rationale: Cumulative voting is a tool that should be used to ensure that
holders of a significant number of shares may have board representation;
however, the presence of other safeguards may make their use unnecessary.

C.       Supermajority Voting Requirements

AM policy is to vote "against" management proposals to require a supermajority
vote to amend the charter or bylaws and to vote "for" shareholder proposals to
modify or rescind existing supermajority requirements.

*Exception made when company holds a controlling position and seeks to lower
threshold to maintain control and/or make changes to corporate by-laws.

Rationale: Supermajority voting provisions violate the democratic principle that
a simple majority should carry the vote. Setting supermajority requirements may
make it difficult or impossible for shareholders to remove egregious by-law or
charter provisions. Occasionally, a company with a significant insider held
position might attempt to lower a supermajority threshold to make it easier for
management to approve provisions that may be detrimental to shareholders. In
that case, it may not be in the shareholders interests to lower the
supermajority provision.

D.       Shareholder Right to Vote

AM policy is to vote "against" proposals that restrict the right of shareholders
to call special meetings, amend the bylaws, or act by written consent. Policy is
to vote "for" proposals that remove such restrictions.

Rationale: Any reasonable means whereby shareholders can make their views known
to management or effect the governance process should be supported.


IV.      Compensation

Annual Incentive Plans or Bonus Plans are often submitted to shareholders for
approval. These plans typically award cash to executives based on company
performance. Deutsche Bank believes that the responsibility for executive
compensation decisions rest with the board of directors and/or the compensation
committee, and its policy is not to second-guess the board's award of cash
compensation amounts to executives unless a particular award or series of awards
is deemed excessive. If stock options are awarded as part of these bonus or
incentive plans, the provisions must meet Deutsche Bank's criteria regarding
stock option plans, or similar stock-based incentive compensation schemes, as
set forth below.

A.       Establishment of a Remuneration Committee (For FFT Securities)

AM policy is to vote "for" proposals that require the establishment of a
remuneration committee.

Rationale: Corporations should disclose in each annual report or proxy statement
their policies on remuneration. Essential details regarding executive
remuneration including share options, long-term incentive plans and bonuses,
should be disclosed in the annual report, so that investors can judge whether
corporate pay policies and practices meet the standard.

The remuneration committee shall not comprise any board members and should be
sensitive to the wider scene on executive pay. It should ensure that
performance-based elements of executive pay are designed to align the interests
of shareholders.

B.       Executive and Director Stock Option Plans

AM policy is to vote "for" stock option plans that meet the following criteria:

(1)      The resulting dilution of existing shares is less than (a) 15 percent
         of outstanding shares for large capital corporations or (b) 20 percent
         of outstanding shares for small-mid capital companies (companies having
         a market capitalization under one billion U.S. dollars.)

(2)      The transfer of equity resulting from granting options at less than FMV
         is no greater than 3% of the over-all market capitalization of large
         capital corporations, or 5% of market cap for small-mid capital
         companies.

(3)      The plan does not contain express repricing provisions and, in the
         absence of an express statement that options will not be repriced; the
         company does not have a history of repricing options.

(4)      The plan does not grant options on super-voting stock.

AM will support performance-based option proposals as long as a) they do not
mandate that all options granted by the company must be performance based, and
b) only certain high-level executives are subject to receive the performance
based options.

AM will support proposals to eliminate the payment of outside director pensions.

Rationale: Determining the cost to the company and to shareholders of
stock-based incentive plans raises significant issues not encountered with
cash-based compensation plans. These include the potential dilution of existing
shareholders' voting power, the transfer of equity out of the company resulting
from the grant and execution of options at less than FMV and the authority to
reprice or replace underwater options. Our stock option plan analysis model
seeks to allow reasonable levels of flexibility for a company yet still protect
shareholders from the negative impact of excessive stock compensation.
Acknowledging that small mid-capital corporations often rely more heavily on
stock option plans as their main source of executive compensation and may not be
able to compete with their large capital competitors with cash compensation, we
provide slightly more flexibility for those companies.

C.       Employee Stock Option/Purchase Plans

AM policy is to vote for employee stock purchase plans (ESPP's) when the plan
complies with Internal Revenue Code 423, allowing non-management employees to
purchase stock at 85% of FMV.

AM policy is to vote "for" employee stock option plans (ESOPs) provided they
meet the standards for stock option plans in general. However, when computing
dilution and transfer of equity, ESOPs are considered independently from
executive and director option plans.

Rationale: ESOPs and ESPP's encourage rank-and-file employees to acquire an
ownership stake in the companies they work for and have been shown to promote
employee loyalty and improve productivity.

D.       Golden Parachutes

AM policy is to vote "for" proposals to require shareholder approval of golden
parachutes and for proposals that would limit golden parachutes to no more than
three times base compensation. Policy is to vote "against" more restrictive
shareholder proposals to limit golden parachutes.

Rationale: In setting a reasonable limitation, AM considers that an effective
parachute should be less attractive than continued employment and that the IRS
has opined that amounts greater than three times annual salary, are excessive.

E.       Proposals to Limit Benefits or Executive Compensation

AM policy is to vote "against"

1.   Proposals to limit benefits, pensions or compensation and

2.   Proposals that request or require disclosure of executive compensation
     greater than the disclosure required by Securities and Exchange Commission
     (SEC) regulations.

Rationale: Levels of compensation and benefits are generally considered to be
day-to-day operations of the company, and are best left unrestricted by
arbitrary limitations proposed by shareholders.

F.       Option Expensing

AM policy is to support proposals requesting companies to expense stock options.

Rationale: Although companies can choose to expense options voluntarily, the
Financial Accounting Standards Board (FASB) does not yet require it, instead
allowing companies to disclose the theoretical value of options as a footnote.
Because the expensing of stock options lowers earnings, most companies elect not
to do so. Given the fact that options have become an integral component of
compensation and their exercise results in a transfer of shareholder value, AM
agrees that their value should not be ignored and treated as "no cost"
compensation. The expensing of stock options would promote more modest and
appropriate use of stock options in executive compensation plans and present a
more accurate picture of company operational earnings.

G.        Management board election and motion (For FFT Securities)

AM policy is to vote "against":

o        the election of board members with positions on either remuneration or
         audit committees;

o        the election of supervisory board members with too many supervisory
         board mandates;

o        "automatic" election of former board members into the supervisory
         board.

Rationale: Management as an entity, and each of its members, are responsible for
all actions of the company, and are - subject to applicable laws and regulations
- accountable to the shareholders as a whole for their actions.

Sufficient information should be disclosed in the annual company report and
account to allow shareholders to judge the success of the company.

H.       Remuneration (variable pay): (For FFT Securities)

Executive remuneration for Management Board

AM policy is to vote "for" remuneration for Management Board that is transparent
and linked to results.

Rationale: Executive compensation should motivate management and align the
interests of management with the shareholders. The focus should be on criteria
that prevent excessive remuneration; but enable the company to hire and retain
first-class professionals.

Shareholder interests are normally best served when management is remunerated to
optimise long-term returns. Criteria should include suitable measurements like
return on capital employed or economic value added.

Interests should generally also be correctly aligned when management own shares
in the company - even more so if these shares represent a substantial portion of
their own wealth.

Its disclosure shall differentiate between fixed pay, variable (performance
related) pay and long-term incentives, including stock option plans with
valuation ranges as well as pension and any other significant arrangements.

Executive remuneration for Supervisory Board

AM policy is to vote "for" remuneration for Supervisory Board that is at least
50% in fixed form.

Rationale: It would normally be preferable if performance linked compensation
were not based on dividend payments, but linked to suitable result based
parameters. Consulting and procurement services should also be published in the
company report.

I.       Long-term incentive plans (For FFT Securities)

AM policy is to vote "for" long-term incentive plans for members of a management
board that reward for above average company performance.

Rationale: Incentive plans will normally be supported if they:

o        directly align the interests of members of management boards with those
         of shareholders;

o        establish challenging performance criteria to reward only above average
         performance;

o        measure performance by total shareholder return in relation to the
         market or a range of comparable companies;

o        are long-term in nature and encourage long-term ownership of the shares
         once exercised through minimum holding periods;

o        do not allow a repricing of the exercise price in stock option plans.

J.       Shareholder Proposals Concerning "Pay for Superior Performance"

AM policy is to address pay for superior performance proposals on a case-by-case
basis, incorporating the recommendation of an independent third party proxy
research firm (currently ISS) subject to review by the GPVSC as set forth in
AM's Proxy Policies and Procedures.

Rationale: While AM agrees that compensation issues are better left to the
discretion of management, they appreciate the need to monitor for excessive
compensation practices on a case by case basis. If, after a review of the ISS
metrics, AM is comfortable with ISS's applying this calculation and will vote
according to their recommendation.

K.       Executive Compensation Advisory

AM policy is to follow management's recommended vote on shareholder proposals to
propose an advisory resolution seeking to ratify the compensation of the
company's named executive officers (NEOs) on an annual basis.

Rationale: AM believes that controls exist within senior management and
corporate compensation committees, ensuring fair compensation to executives.
This might allow shareholders to require approval for all levels of management's
compensation.

V.       Anti-Takeover Related Issues

A.       Shareholder Rights Plans ("Poison Pills")

AM policy is to vote "for" proposals to require shareholder ratification of
poison pills or that request boards to redeem poison pills, and to vote
"against" the adoption of poison pills if they are submitted for shareholder
ratification.

Rationale: Poison pills are the most prevalent form of corporate takeover
defenses and can be (and usually are) adopted without shareholder review or
consent. The potential cost of poison pills to shareholders during an attempted
takeover outweighs the benefits.

B.       Reincorporation

AM policy is to examine reincorporation proposals on a case-by-case basis. The
voting decision is based on: (1) differences in state law between the existing
state of incorporation and the proposed state of incorporation; and (2)
differences between the existing and the proposed charter/bylaws/articles of
incorporation and their effect on shareholder rights. If changes resulting from
the proposed reincorporation violate the corporate governance principles set
forth in these guidelines, the reincorporation will be deemed contrary to
shareholder's interests and a vote cast "against."

Rationale: Reincorporations can be properly analyzed only by looking at the
advantages and disadvantages to their shareholders. Care must be taken that
anti-takeover protection is not the sole or primary result of a proposed change.

C.       Fair-Price Proposals

AM policy is to vote "for" management fair-price proposals, provided that: (1)
the proposal applies only to two-tier offers; (2) the proposal sets an objective
fair-price test based on the highest price that the acquirer has paid for a
company's shares; (3) the supermajority requirement for bids that fail the
fair-price test is no higher than two-thirds of the outstanding shares; (4) the
proposal contains no other anti-takeover provisions or provisions that restrict
shareholders rights.

A vote is cast for shareholder proposals that would modify or repeal existing
fair-price requirements that do not meet these standards.

Rationale: While fair price provisions may be used as anti-takeover devices, if
adequate provisions are included, they provide some protection to shareholders
who have some say in their application and the ability to reject those
protections if desired.

D.       Exemption from state takeover laws

AM policy is to vote "for" shareholder proposals to opt out of state takeover
laws and to vote "against" management proposals requesting to opt out of state
takeover laws.

Rationale: Control share statutes, enacted at the state level, may harm
long-term share value by entrenching management. They also unfairly deny certain
shares their inherent voting rights.

E.       Non-financial Effects of Takeover Bids

Policy is to vote "against" shareholder proposals to require consideration of
non-financial effects of merger or acquisition proposals.

Rationale: Non-financial effects may often be subjective and are secondary to
AM's stated purpose of acting in its client's best economic interest.


VI.      Mergers & Acquisitions

Evaluation of mergers, acquisitions and other special corporate transactions
(i.e., takeovers, spin-offs, sales of assets, reorganizations, restructurings
and recapitalizations) are performed on a case-by-case basis incorporating
information from an independent proxy research source (currently ISS.)
Additional resources including portfolio management and research analysts may be
considered as set forth in AM's Policies and Procedures.


VII.     Social, Environmental & Political Issues

Social and environmental issues are becoming increasingly important to corporate
success. We incorporate social and environmental considerations into both our
investment decisions and our proxy voting decisions - particularly if the
financial performance of the company could be impacted.

With increasing frequency, shareholder proposals are submitted relating to
social and political responsibility issues. Almost universally, the company
management will recommend a vote "against" these proposals. These types of
proposals cover an extremely wide range of issues. Many of the issues tend to be
controversial and are subject to more than one reasonable, yet opposing, theory
of support. More so than with other types of proxy proposals, social and
political responsibility issues may not have a connection to the economic and
corporate governance principles effecting shareholders' interests. AM's policy
regarding social and political responsibility issues, as with any other issue,
is designed to protect our client shareholders' economic interests.

Occasionally, a distinction is made between a shareholder proposal requesting
direct action on behalf of the board and a request for a report on (or
disclosure of) some information. In order to avoid unduly burdening any company
with reporting requirements, AM's policy is to vote against shareholder
proposals that demand additional disclosure or reporting than is required by the
Securities and Exchange Commission unless it appears there is a legitimate issue
and the company has not adequately addressed shareholders' concerns.

A.       Labor & Human Rights

AM policy is to vote "against" adopting global codes of conduct or workplace
standards exceeding those mandated by law.

Rationale: Additional requirements beyond those mandated by law are deemed
unnecessary and potentially burdensome to companies

B.       Diversity & Equality

1.       AM policy is to vote "against" shareholder proposals to force equal
         employment opportunity, affirmative action or board diversity.

Rationale: Compliance with State and Federal legislation along with information
made available through filings with the EEOC provides sufficient assurance that
companies act responsibly and make information public.

2.       AM policy is also to vote "against" proposals to adopt the Mac Bride
         Principles. The Mac Bride Principles promote fair employment,
         specifically regarding religious discrimination.

Rationale: Compliance with the Fair Employment Act of 1989 makes adoption of the
Mac Bride Principles redundant. Their adoption could potentially lead to charges
of reverse discrimination.

C.       Health & Safety

1.       AM policy is to vote "against" adopting a pharmaceutical price
         restraint policy or reporting pricing policy changes.

Rationale: Pricing is an integral part of business for pharmaceutical companies
and should not be dictated by shareholders (particularly pursuant to an
arbitrary formula.) Disclosing pricing policies may also jeopardize a company's
competitive position in the marketplace.

2.       AM policy is to vote "against" shareholder proposals to control the use
         or labeling of and reporting on genetically engineered products.

Rationale: Additional requirements beyond those mandated by law are deemed
unnecessary and potentially burdensome to companies.

D.       Government/Military

1.       AM policy is to vote against shareholder proposals regarding the
         production or sale of military arms or nuclear or space-based weapons,
         including proposals seeking to dictate a company's interaction with a
         particular foreign country or agency.

Rationale: Generally, management is in a better position to determine what
products or industries a company can and should participate in. Regulation of
the production or distribution of military supplies is, or should be, a matter
of government policy.

2.       AM policy is to vote "against" shareholder proposals regarding
         political contributions and donations.

Rationale: The Board of Directors and Management, not shareholders, should
evaluate and determine the recipients of any contributions made by the company.

3.       AM policy is to vote "against" shareholder proposals regarding
         charitable contributions and donations.

Rationale: The Board of Directors and Management, not shareholders, should
evaluate and determine the recipients of any contributions made by the company.

E.       Tobacco

1.       AM policy is to vote "against" shareholder proposals requesting
         additional standards or reporting requirements for tobacco companies as
         well as "against" requesting companies to report on the intentional
         manipulation of nicotine content.

Rationale: Where a tobacco company's actions meet the requirements of legal and
industry standards, imposing additional burdens may detrimentally effect a
company's ability to compete. The disclosure of nicotine content information
could affect the company's rights in any pending or future litigation.

2.       Shareholder requests to spin-off or restructure tobacco businesses will
         be opposed.

Rationale: These decisions are more appropriately left to the Board and
management, and not to shareholder mandate.


VIII.    Environmental Issues

AM policy is to follow management's recommended vote on CERES Principles or
other similar environmental mandates (e.g., those relating to Greenhouse gas
emissions or the use of nuclear power).

Rationale: Environmental issues are extensively regulated by outside agencies
and compliance with additional requirements often involves significant cost to
companies.


IX.      Miscellaneous Items

A.       Ratification of Auditors

AM policy is to vote "for" a) the management recommended selection of auditors
and b) proposals to require shareholder approval of auditors.

Rationale: Absent evidence that auditors have not performed their duties
adequately, support for management's nomination is warranted.

B.       Limitation of non-audit services provided by independent auditor

AM policy is to support proposals limiting non-audit fees to 50% of the
aggregate annual fees earned by the firm retained as a company's independent
auditor.

Rationale: In the wake of financial reporting problems and alleged audit
failures at a number of companies, AM supports the general principle that
companies should retain separate firms for audit and consulting services to
avoid potential conflicts of interest. However, given the protections afforded
by the recently enacted Sarbanes-Oxley Act of 2002 (which requires Audit
Committee pre-approval for non-audit services and prohibits auditors from
providing specific types of services), and the fact that some non-audit services
are legitimate audit-related services, complete separation of audit and
consulting fees may not be warranted. A reasonable limitation is appropriate to
help ensure auditor independence and it is reasonable to expect that audit fees
exceed non-audit fees.

C.       Audit firm rotation

AM policy is to support proposals seeking audit firm rotation unless the
rotation period sought is less than five years.

Rationale: While the Sarbanes-Oxley Act mandates that the lead audit partner be
switched every five years, AM believes that rotation of the actual audit firm
would provide an even stronger system of checks and balances on the audit
function.

D.       Transaction of Other Business

AM policy is to vote against "transaction of other business" proposals.

Rationale: This is a routine item to allow shareholders to raise other issues
and discuss them at the meeting. As the nature of these issues may not be
disclosed prior to the meeting, we recommend a vote against these proposals.
This protects shareholders voting by proxy (and not physically present at a
meeting) from having action taken at the meeting that they did not receive
proper notification of or sufficient opportunity to consider.

E.       Motions to Adjourn the Meeting

AM Policy is to vote against proposals to adjourn the meeting.

Rationale: Management may seek authority to adjourn the meeting if a favorable
outcome is not secured. Shareholders should already have had enough information
to make a decision. Once votes have been cast, there is no justification for
management to continue spending time and money to press shareholders for
support.

F.       Bundled Proposals

AM policy is to vote against bundled proposals if any bundled issue would
require a vote against it if proposed individually.

Rationale: Shareholders should not be forced to "take the good with the bad" in
cases where the proposals could reasonably have been submitted separately.

G.       Change of Company Name

AM policy is to support management on proposals to change the company name.

Rationale: This is generally considered a business decision for a company.

H.       Proposals Related to the Annual Meeting

AM Policy is to vote in favor of management for proposals related to the conduct
of the annual meeting (meeting time, place, etc.)

Rationale: These are considered routine administrative proposals.

I.       Reimbursement of Expenses Incurred from Candidate Nomination

AM policy is to follow management's recommended vote on shareholder proposals
related to the amending of company bylaws to provide for the reimbursement of
reasonable expenses incurred in connection with nominating one or more
candidates in a contested election of directors to the corporation's board of
directors.

Rationale: Corporations should not be liable for costs associated with
shareholder proposals for directors.

J.       Investment Company Proxies

Proxies solicited by investment companies are voted in accordance with the
recommendations of an independent third party, currently ISS. However, regarding
investment companies for which AM or an affiliate serves as investment adviser
or principal underwriter, such proxies are voted in the same proportion as the
vote of all other shareholders. Proxies solicited by master funds from feeder
funds will be voted in accordance with applicable provisions of Section 12 of
the Investment Company Act of 1940.

Investment companies, particularly closed-end investment companies, are
different from traditional operating companies. These differences may call for
differences in voting positions on the same matter. For example, AM could vote
"for" staggered boards of closed-end investment companies, although AM generally
votes "against" staggered boards for operating companies. Further, the manner in
which AM votes investment company proxies may differ from proposals for which a
AM-advised investment company solicits proxies from its shareholders. As
reflected in the Guidelines, proxies solicited by closed-end (and open-end)
investment companies are voted in accordance with the pre-determined guidelines
of an independent third-party.

Subject to participation agreements with certain Exchange Traded Funds ("ETF")
issuers that have received exemptive orders from the U.S. Securities and
Exchange Commission allowing investing DWS funds to exceed the limits set forth
in Section 12(d)(1)(A) and (B) of the Investment Company Act of 1940, DeAM will
echo vote proxies for ETFs in which Deutsche Bank holds more than 25% of
outstanding voting shares globally when required to do so by participation
agreements and SEC orders.

Note: With respect to the QP Trust (not registered under the Investment Company
Act of 1940), the Fund is not required to engage in echo voting and the
investment adviser will use these Guidelines, and may determine, with respect to
the QP Trust, to vote contrary to the positions in the Guidelines, consistent
with the Fund's best interest.


K.       International Proxy Voting

The above guidelines pertain to issuers organized in the United States, Canada
and Germany. Proxies solicited by other issuers are voted in accordance with
international guidelines or the recommendation of ISS and in accordance with
applicable law and regulation.







                      APPENDIX B -- RATINGS OF INVESTMENTS

                            COMMERCIAL PAPER RATINGS

A-1, A-2, Prime-1, Prime-2 and F1, F2

The ratings A-1 and A-2 are the two highest commercial paper ratings assigned by
Standard & Poor's. A short-term obligation rated 'A-1' is rated in the highest
category by Standard & Poor's. The obligor's 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 short-term obligation rated 'A-2' is 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.

The ratings Prime-1 and Prime-2 are the two highest commercial paper ratings
assigned by Moody's Investors Service, Inc. Among the factors considered by them
in assigning ratings are the following: (1) evaluation of the management of the
issuer; (2) economic evaluation of the issuer's industry or industries and an
appraisal of speculative-type risks which may be inherent in certain areas; (3)
evaluation of the issuer's products in relation to competition and customer
acceptance; (4) liquidity; (5) amount and quality of long-term debt; (6) trend
of earnings over a period of ten years; (7) financial strength of a parent
company and the relationships which exist with the issuer; and (8) recognition
by the management of obligations which may be present or may arise as a result
of public interest questions and preparations to meet such obligations. Relative
strength or weakness of the above factors determines whether the issuer's
commercial paper is rated Prime-1 or Prime-2..

The ratings F1 and F2 are the two highest commercial paper ratings assigned by
Fitch Ratings. F1 reflects highest credit quality. F1 indicates the strongest
capacity for timely payment of financial commitments; and may have an added "+"
to denote any exceptionally strong credit feature. F2 reflects good credit
quality. F2 has a satisfactory capacity for timely payment of financial
commitments, but the margin of safety is not as great as in the case of higher
ratings.

MIG-1 and MIG-2 Municipal Notes

Moody's Investors Service, Inc.'s ratings for state and municipal notes and
other short-term loans will be designated Moody's Investment Grade (MIG). This
distinction is in recognition of the differences between short-term credit risk
and long-term risk. Factors affecting the liquidity of the borrower are
uppermost in importance in short-term borrowing, while various factors of the
first importance in bond risk are of lesser importance in the short run. Loans
designated MIG-1 are of 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. Loans designated
MIG-2 are of high quality, with margins of protection ample although not so
large as in the preceding group.

STANDARD & POOR'S BOND RATINGS

AAA. This is the highest rating assigned to a debt obligation and indicates an
extremely strong capacity to pay principal and interest.

AA. Bonds rated AA also qualify as high-quality debt obligations. Capacity to
pay principal and interest is very strong, and in the majority of instances they
differ from AAA issues only in small degree.

MOODY'S INVESTORS SERVICE, INC. BOND RATINGS

Aaa. Bonds which are 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.


<PAGE>

                               CASH ACCOUNT TRUST

                    Government & Agency Securities Portfolio


                    DWS Government Cash Institutional Shares
                         Government Cash Managed Shares














                       STATEMENT OF ADDITIONAL INFORMATION

                                 August 1, 2009

This Statement of Additional Information ("SAI") contains information about DWS
Government Cash Institutional Shares ("Institutional Shares") and Government
Cash Managed Shares ("Managed Shares," collectively with Institutional Shares,
the "Shares") of Government & Agency Securities Portfolio (the "Portfolio"), a
series of Cash Account Trust (the "Trust"). This combined SAI is not a
prospectus and should be read in conjunction with the prospectuses for
Institutional Shares and Managed Shares of the Portfolio, each dated August 1,
2009, as amended from time to time, copies of which may be obtained without
charge by calling (800) 231-8568 for Government Cash Managed Shares and (800)
730-1313 for DWS Government Cash Institutional Shares, through the DWS
Investments Web site at www.dws-investments.com or from the firm from which this
SAI was obtained and are available along with other materials on the Securities
and Exchange Commission's Internet Web site (http://www.sec.gov).

Portions of the Annual Report to Shareholders of the Portfolio's Institutional
Shares and Managed Shares, dated April 30, 2009, are incorporated by reference
and are hereby deemed to be part of this SAI. A copy of an Annual Report may be
obtained free of charge by calling (800) 231-8568 for Government Cash Managed
Shares and (800) 730-1313 for DWS Government Cash Institutional Shares. .

This SAI is incorporated by reference into the prospectuses for Institutional
Shares and Managed Shares.



                                TABLE OF CONTENTS

                                                                          Page
                                                                          ----

INVESTMENT RESTRICTIONS.....................................................1

INVESTMENT POLICIES AND TECHNIQUES..........................................2
   Investment Techniques....................................................2
   Portfolio Holdings.......................................................7

MANAGEMENT OF THE PORTFOLIO.................................................8
   Investment Advisor.......................................................8

PORTFOLIO SERVICE PROVIDERS................................................13
   Administrator...........................................................13
   Distributor.............................................................14
   Custodian...............................................................15
   Transfer Agent and Shareholder Service Agent............................15
   Legal Counsel...........................................................16
   Independent Registered Public Accounting Firm...........................16
   Fund Accounting Agent...................................................16

PORTFOLIO TRANSACTIONS.....................................................17

PURCHASE AND REDEMPTION OF SHARES..........................................19

DIVIDENDS..................................................................33

TAXES......................................................................33

NET ASSET VALUE............................................................35

BOARD MEMBERS AND OFFICERS.................................................36

TRUST ORGANIZATION.........................................................55

PROXY VOTING GUIDELINES....................................................56

FINANCIAL STATEMENTS.......................................................56

ADDITIONAL INFORMATION.....................................................57

APPENDIX A -- PROXY VOTING GUIDELINES......................................58

APPENDIX B -- RATINGS OF INVESTMENTS.......................................83


                             INVESTMENT RESTRICTIONS

The following fundamental policies may not be changed without the approval of a
majority of the outstanding voting securities of the Portfolio which, under 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 Portfolio are present
or represented by proxy, or (2) more than 50% of the outstanding voting
securities of the Portfolio.

Except as otherwise indicated, the Portfolio's investment objective and policies
are not fundamental and may be changed without a vote of shareholders. There can
be no assurance that the Portfolio's investment objective will be met.

Government & Agency Securities Portfolio, a series of Cash Account Trust, an
open-end investment management company, has elected to be treated as
diversified, as that term is used in the 1940 Act, and as interpreted or
modified by regulatory authority having jurisdiction from time to time.

As a matter of fundamental policy, the Portfolio may not:

(1)       Borrow money, except as permitted under the 1940 Act, as amended, 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, as
          amended, 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 a Portfolio may be 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 deal in real estate or mortgages or investments
          secured by real estate or interests therein, except that a Portfolio
          reserves freedom of action to hold and to sell real estate acquired as
          a result of a Portfolio's ownership of securities.

(5)       Purchase or sell commodities, except as permitted by the 1940 Act, as
          amended, and as interpreted or modified by regulatory authority having
          jurisdiction, from time to time.

(6)       Make loans except as permitted under the 1940 Act, as amended, and as
          interpreted or modified by regulatory authority having jurisdiction,
          from time to time; or

The following policies are nonfundamental, and may be changed or eliminated for
the Portfolio by its Board without a vote of the Portfolio's shareholders:

The Portfolio may not:

(i)      invest more than 10% of total assets in non-affiliated registered
         investment companies.

The Portfolio will not purchase illiquid securities, including time deposits and
repurchase agreements maturing in more than seven days if, as a result thereof,
more than 10% of the Portfolio's net assets valued at the time of the
transaction would be invested in such securities.

Any investment restrictions herein which involve a maximum percentage of
securities or assets shall not be considered to be violated unless an excess
over the percentage occurs immediately after and is caused by an acquisition or
encumbrance of securities or assets of, or borrowings by, the Portfolio.

                       INVESTMENT POLICIES AND TECHNIQUES

Except as otherwise indicated, the Portfolio's investment objective and policies
are not fundamental and may be changed without a vote of shareholders. There can
be no assurance that the Portfolio's investment objective will be met.

The Portfolio described in this SAI seeks to provide maximum current income
consistent with stability of capital. The Portfolio is managed to maintain a net
asset value of $1.00 per share.

The Portfolio is a money market mutual fund designed to provide its shareholders
with professional management of short-term investment dollars. The Portfolio is
designed for investors who seek maximum current income consistent with stability
of capital. The Portfolio pools individual and institutional investors' money to
buy high quality money market instruments. The Trust is a series investment
company that is able to provide investors with a choice of separate investment
portfolios. It currently offers three investment Portfolios: the Money Market
Portfolio, the Government & Agency Securities Portfolio and the Tax-Exempt
Portfolio. Government & Agency Securities Portfolio is divided into eight
classes of shares: Institutional Shares, Managed Shares, DWS Government & Agency
Money Fund, Premier Money Market Shares, Service Shares, Davidson Cash
Equivalent Shares, Davidson Cash Equivalent Plus Shares and Capital Assets Funds
Shares. Institutional Shares and Managed Shares are described herein. The
Portfolio's investments are subject to price fluctuations resulting from rising
or declining interest rates and are subject to the ability of the issuers of
such investments to make payment at maturity. The Portfolio is designed for
investors who want to avoid the fluctuations of principal commonly associated
with equity or long-term bond investments. There can be no guarantee that the
Portfolio will achieve its investment objective or that it will maintain a net
asset value of $1.00 per share.

The Portfolio seeks to provide maximum current income consistent with stability
of capital. The Portfolio pursues its investment objective by investing, under
normal circumstances, in US Treasury bills, notes, bonds and other obligations
issued or guaranteed by the US government, its agencies or instrumentalities and
repurchase agreements backed by these securities. The Portfolio currently
intends to purchase securities whose remaining maturities are no longer than 397
calendar days (approximately 13 months). Some securities issued by US Government
agencies or instrumentalities are supported only by the credit of the agency or
instrumentality, such as those issued by the Federal Home Loan Bank, and others
are backed by the full faith and credit of the US Government. Short-term US
Government obligations generally are considered to be the safest short-term
investment. The US Government guarantee of the securities owned by the
Portfolio, however, does not guarantee the net asset value of its shares, which
the Portfolio seeks to maintain at $1.00 per share. Also, with respect to
securities supported only by the credit of the issuing 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. Interest paid on Treasuries is usually
exempt from state and local income taxes, and for most Portfolio shareholders
the bulk of Portfolio distributions will be exempt from these taxes as well
(although not from federal income tax). The Portfolio may invest up to 10% of
its total assets in other money market mutual funds in accordance with
applicable regulations. The other money market funds in which the Portfolio may
invest will be non-affiliated funds; will be rated in the highest category by a
nationally recognized statistical rating organization; will be determined by
Deutsche Investment Management Americas Inc. ("DIMA" or the "Advisor") to have
investment objectives and policies comparable to those of the Portfolio; and
will pursue their investment objectives through investments in securities that
are substantially similar to the securities in which the Portfolio may invest.
The shares of any such money market fund in which the Portfolio may invest would
not be guaranteed by the US government, its agencies or instrumentalities.

Investment Techniques

Descriptions in this SAI of a particular investment practice or technique in
which the Portfolio may engage or a financial instrument which the Portfolio may
purchase are meant to describe the spectrum of investments that DIMA, in its
discretion, might, but is not required to, use in managing the Portfolio's
assets. The Advisor may, in its discretion, at any time, employ such practice,
technique or instrument for one or more funds but not for all funds advised by
it. Furthermore, it is possible that certain types of financial instruments or
investment techniques described herein may not be available, permissible,
economically feasible or effective for their intended purposes in all markets.
Certain practices, techniques, or instruments may not be principal activities of
the Portfolio, but, to the extent employed, could, from time to time, have a
material impact on the Portfolio's performance.

Illiquid Securities and Restricted Securities. The Portfolio may purchase
securities that are subject to legal or contractual restrictions on resale
("restricted securities"). Generally speaking, restricted securities may be sold
(i) only to qualified institutional buyers; (ii) in a privately negotiated
transaction to a limited number of purchasers; (iii) in limited quantities after
they have been held for a specified period of time and other conditions are met
pursuant to an exemption from registration; or (iv) in a public offering for
which a registration statement is in effect under the Securities Act of 1933, as
amended (the "1933 Act"). Issuers of restricted securities may not be subject to
the disclosure and other investor protection requirements that would be
applicable if their securities were publicly traded.

Restricted securities are often illiquid, but they may also be liquid. For
example, restricted securities that are eligible for resale under Rule 144A are
often deemed to be liquid.

The Portfolio's Board of Trustees has approved guidelines for use by the Advisor
in determining whether a security is liquid or illiquid. Among the factors the
Advisor may consider in reaching liquidity decisions relating to Rule 144A
securities are: (1) the frequency of trades and quotes for the security; (2) the
number of dealers wishing to purchase or sell the security and the number of
other potential purchasers; (3) dealer undertakings to make a market in the
security; and (4) the nature of the security and the nature of the market for
the security (i.e., the time needed to dispose of the security, the method of
soliciting offers, and the mechanics of the transfer issuers of restricted
securities may not be subject to the disclosure and other investor protection
requirements that would be applicable if their securities were publicly traded.
Where a registration statement is required for the resale of restricted
securities, the Portfolio may be required to bear all or part of the
registration expenses. The Portfolio may be deemed to be an "underwriter" for
purposes of the 1933 Act, when selling restricted securities to the public and,
in such event, the Portfolio may be liable to purchasers of such securities if
the registration statement prepared by the issuer is materially inaccurate or
misleading.

The Portfolio may also purchase securities that are not subject to legal or
contractual restrictions on resale, but that are deemed illiquid. Such
securities may be illiquid, for example, because there is a limited trading
market for them.

The Portfolio may be unable to sell a restricted or illiquid security. In
addition, it may be more difficult to determine a market value for restricted or
illiquid securities. Moreover, if adverse market conditions were to develop
during the period between the Portfolio's decision to sell a restricted or
illiquid security and the point at which the Portfolio is permitted or able to
sell such security, the Portfolio might obtain a price less favorable than the
price that prevailed when it decided to sell. This investment practice,
therefore, could have the effect of increasing the level of illiquidity of the
Portfolio.

Impact of Large Redemptions and Purchases of Portfolio Shares. From time to
time, shareholders of the Portfolio (which may include affiliated and/or
non-affiliated registered investment companies that invest in the Portfolio) may
make relatively large redemptions or purchases of Portfolio shares. These
transactions may cause the Portfolio 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 Portfolio's performance to the extent that the Portfolio 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 Portfolio's expense ratio.

Interfund Borrowing and Lending Program. The Trust, on behalf of the Portfolio,
has received exemptive relief from the SEC which permits the Portfolio to
participate in an interfund borrowing and lending program among certain
investment companies advised by the Advisor. The interfund borrowing and lending
program allows the participating funds to borrow money from and loan money to
each other for temporary or emergency purposes. The program is subject to a
number of conditions designed to ensure fair and equitable treatment of all
participating funds, including the following: (1) no fund may borrow money
through the program unless it receives a more favorable interest rate than a
rate approximating the lowest interest rate at which bank loans would be
available to any of the participating funds under a loan agreement; and (2) no
fund may lend money through the program unless it receives a more favorable
return than that available from an investment in repurchase agreements and, to
the extent applicable, money market cash sweep arrangements. In addition, the
Portfolio may participate in the program only if and to the extent that such
participation is consistent with the Portfolio's investment objectives and
policies (for instance, money market funds would normally participate only as
lenders and tax exempt funds only as borrowers). Interfund loans and borrowings
may extend overnight, but could have a maximum duration of seven days. Loans may
be called on one day's notice. The Portfolio may have to borrow from a bank at a
higher interest rate if an interfund loan is called or not renewed. Any delay in
repayment to a lending fund could result in a lost investment opportunity or
additional costs. The program is subject to the oversight and periodic review of
the Boards of the participating funds. To the extent the Portfolio is actually
engaged in borrowing through the interfund lending program, the Portfolio, as a
matter of nonfundamental policy, may not borrow except in accordance with its
fundamental and nonfundamental policies.

Maintenance of $1.00 Net Asset Value, Credit Quality and Portfolio Maturity.
Pursuant to Rule 2a-7 of the 1940 Act, the Portfolio effects sales, redemptions
and repurchases at the net asset value per share, normally $1.00. In fulfillment
of its responsibilities under that rule, the Portfolio's Board of Trustees has
approved policies established by the Advisor reasonably calculated to prevent
the Portfolio's net asset value per share from deviating from $1.00 except under
unusual or extraordinary circumstances and the Portfolio's Board will
periodically review the Advisor's operations under such policies at regularly
scheduled Board meetings. Those policies include a weekly monitoring by the
Advisor of unrealized gains and losses in the Portfolio, and when necessary, in
an effort to avoid deviation, taking corrective action, such as adjusting the
maturity of the Portfolio, or, if possible, realizing gains or losses to offset
in part unrealized losses or gains. The result of those policies may be that the
yield on shares of the Portfolio will be lower than would be the case if the
policies were not in effect. Such policies also provide for certain action to be
taken with respect to portfolio securities which experience a downgrade in
rating or suffer a default.

Securities eligible for investment by the Portfolio are those securities which
are generally rated (or issued by an issuer with comparable securities rated) in
one of the two highest short-term rating categories by at least two rating
services (or by one rating service, if no other rating agency has issued a
rating with respect to that security); 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. The Portfolio will not invest more than 5% of its
total assets in the securities of a single issuer, other than the US Government.
The Portfolio may, however, invest more than 5% of its total assets in the first
tier securities (as defined in Rule 2a-7) of a single issuer for a period of up
to three business days after purchase, although the Portfolio may not make more
than one such investment at any time during such period. The Portfolio may not
invest more than 5% of its total assets in securities which were second tier
securities (as defined in Rule 2a-7) when acquired by the Portfolio. Further,
the Portfolio may not invest more than the greater of (1) 1% of its total
assets, or (2) one million dollars, in the securities of a single issuer which
were second tier securities (as defined in Rule 2a-7) when acquired by the
Portfolio. For a description of these ratings, see "Appendix B -- Ratings of
Investments" in this SAI.

The assets of the Portfolio consist entirely of cash items and investments
having an effective maturity date of 397 calendar days or less from the date of
purchase (including investment in repurchase agreements, in which case maturity
is measured by the repurchase date, without respect to the maturity of the
underlying obligation). The term "Government & Agency Securities," as used
herein, means securities issued or guaranteed as to principal or interest by the
US Government, its agencies or instrumentalities. The Portfolio will be managed
so that the average maturity of all instruments (on a dollar-weighted basis)
will be 90 days or less. The average maturity of the Portfolio will vary
according to management's appraisal of money market conditions. The Portfolio
will invest only in securities determined by the Advisor, pursuant to procedures
adopted by the Board, to be of high quality with minimal credit risks.

Repurchase Agreements. The Portfolio may invest in repurchase agreements, which
are instruments under which the Portfolio acquires ownership of a security from
a broker-dealer or bank that agrees to repurchase the security at a mutually
agreed upon time and price (which price is higher than the purchase price),
thereby determining the yield during the Portfolio's holding period. Maturity of
the securities subject to repurchase may exceed one year. In the event of a
bankruptcy or other default of a seller of a repurchase agreement, the Portfolio
might have expenses in enforcing its rights, and could experience losses,
including a decline in the value of the underlying securities and loss of
income.

The Portfolio may enter into repurchase agreements with any member bank of the
Federal Reserve System or any domestic broker/dealer which is recognized as a
reporting government securities dealer if the creditworthiness of the bank or
broker/dealer has been determined by the Advisor to be at least as high as that
of other obligations the Portfolio may purchase or to be at least equal to that
of issuers of commercial paper rated within the two highest grades assigned by
Moody's, S&P or Fitch.

A repurchase agreement provides a means for the Portfolio to earn taxable income
on funds for periods as short as overnight. It is an arrangement under which the
purchaser (i.e., the Portfolio) acquires a security ("Obligation") and the
seller agrees, at the time of sale, to repurchase the Obligation at a specified
time and price. Securities subject to a repurchase agreement are held in a
segregated account and the value of such securities kept at least equal to the
repurchase price on a daily basis. The repurchase price may be higher than the
purchase price, the difference being income to the Portfolio, or the purchase
and repurchase prices may be the same, with interest at a stated rate due to the
Portfolio together with the repurchase price on the date of repurchase. In
either case, the income to the Portfolio (which is taxable for federal income
tax purposes) is unrelated to the interest rate on the Obligation itself.
Obligations will be held by the custodian or in the Federal Reserve Book Entry
system.

It is not clear whether a court would consider the Obligation purchased by the
Portfolio subject to a repurchase agreement as being owned by that Portfolio or
as being collateral for a loan by the Portfolio to the seller. In the event of
the commencement of bankruptcy or insolvency proceedings with respect to the
seller of the Obligation before repurchase of the Obligation under a repurchase
agreement, the Portfolio may encounter delay and incur costs before being able
to sell the security. Delays may involve loss of interest or decline in price of
the Obligation. If the court characterized the transaction as a loan and the
Portfolio has not perfected an interest in the Obligation, the Portfolio may be
required to return the Obligation to the seller's estate and be treated as an
unsecured creditor of the seller. As an unsecured creditor, the Portfolio is at
risk of losing some or all of the principal and income involved in the
transaction. As with any unsecured debt obligation purchased for the Portfolio,
the Advisor seeks to minimize the risk of loss through repurchase agreements by
analyzing the creditworthiness of the obligor, in this case the seller of the
Obligation. Apart from the risk of bankruptcy or insolvency proceedings, there
is also the risk that the seller may fail to repurchase the Obligation, in which
case the Portfolio may incur a loss if the proceeds to the Portfolio of the sale
to a third party are less than the repurchase price. However, if the market
value of the Obligation subject to the repurchase agreement becomes less than
the repurchase price (including interest), the Portfolio will direct the seller
of the Obligation to deliver additional securities so that the market value of
all securities subject to the repurchase agreement will equal or exceed the
repurchase price. It is possible that the Portfolio will be unsuccessful in
seeking to enforce the seller's contractual obligation to deliver additional
securities.

US Government Securities. There are two broad categories of US
Government-related debt instruments: (a) direct obligations of the US Treasury,
and (b) securities issued or guaranteed by US Government agencies.

Examples of direct obligations of the US Treasury are Treasury bills, notes,
bonds and other debt securities issued by the US Treasury. These instruments are
backed by the "full faith and credit" of the United States. They differ
primarily in interest rates, the length of maturities and the dates of issuance.
Treasury bills have original maturities of one year or less. Treasury notes have
original maturities of one to ten years and Treasury bonds generally have
original maturities of greater than ten years.

Some agency securities are backed by the full faith and credit of the United
States (such as Maritime Administration Title XI Ship Financing Bonds and Agency
for International Development Housing Guarantee Program Bonds) and others are
backed only by the rights of the issuer to borrow from the US Treasury (such as
Federal Home Loan Bank Bonds and Federal National Mortgage Association Bonds),
while still others, such as the securities of the Federal Farm Credit Bank, are
supported only by the credit of the issuer. With respect to securities supported
only by the credit of the issuing agency or by an additional line of credit with
the US Treasury, there is no guarantee that the US Government will provide
support to such agencies and such securities may involve risk of loss of
principal and interest.

US Government Securities may include "zero coupon" securities that have been
stripped by the US Government of their unmatured interest coupons and
collateralized obligations issued or guaranteed by a US Government agency or
instrumentality.

Interest rates on US Government obligations may be fixed or variable. Interest
rates on variable rate obligations are adjusted at regular intervals, at least
annually, according to a formula reflecting then current specified standard
rates, such as 91-day US Treasury bill rates. These adjustments generally tend
to reduce fluctuations in the market value of the securities.

Normally, the value of investments in US Government Securities varies inversely
with changes in interest rates. For example, as interest rates rise the value of
investments in US Government Securities will tend to decline, and as interest
rates fall the value of the Portfolio's investments will tend to increase. In
addition, the potential for appreciation in the event of a decline in interest
rates may be limited or negated by increased principal prepayments with respect
to certain Mortgage-Backed Securities, such as Government National Mortgage
Association ("GNMA") (also known as Ginnie Mae) Certificates. Prepayments of
high interest rate Mortgage-Backed Securities during times of declining interest
rates will tend to lower the return of the Portfolio and may even result in
losses to the Portfolio if some securities were acquired at a premium. Moreover,
during periods of rising interest rates, prepayments of Mortgage-Backed
Securities may decline, resulting in the extension of the Portfolio's average
maturity. As a result, the Portfolio's return may experience greater volatility
during periods of rising interest rates than under normal market conditions.

The Federal National Mortgage Association ("FNMA") (also known as Fannie Mae)
and the Federal Home Loan Mortgage Corporation ("FHLMC") (also known as Freddie
Mac) were previously government-sponsored corporations owned entirely by private
stockholders. Both issue mortgage-related securities that contain guarantees as
to timely payment of interest and principal but that are not backed by the full
faith and credit of the US government. The value of the companies' securities
fell sharply in 2008 due to concerns that the firms did not have sufficient
capital to offset losses. In mid-2008, the US Treasury was authorized to
increase the size of home loans that FNMA and FHLMC could purchase in certain
residential areas and, until 2009, to lend FNMA and FHLMC emergency funds and to
purchase the companies' stock. In September 2008, the US Treasury announced that
FNMA and FHLMC had been placed in conservatorship by the Federal Housing Finance
Agency ("FHFA"), a newly created independent regulator. In addition to placing
the companies in conservatorship, the US Treasury announced three additional
steps that it intended to take with respect to FNMA and FHLMC. First, the US
Treasury has entered into preferred stock purchase agreements ("PSPAs") under
which, if the FHFA determines that FNMA's or FHLMC's liabilities have exceeded
its assets under generally accepted accounting principles, the US Treasury will
contribute cash capital to the company in an amount equal to the difference
between liabilities and assets. The PSPAs are designed to provide protection to
the senior and subordinated debt and the mortgage-backed securities issued by
FNMA and FHLMC. Second, the US Treasury established a new secured lending credit
facility that is available to FNMA and FHLMC until December 2009. Third, the US
Treasury initiated a temporary program to purchase FNMA and FHLMC
mortgage-backed securities, which is expected to continue until December 2009.
No assurance can be given that the US Treasury initiatives discussed above with
respect to the debt and mortgage-backed securities issued by FNMA and FHLMC will
be successful.

Variable Rate Securities. The Portfolio may invest in, instruments having rates
of interest that are adjusted periodically or that "float" continuously
according to formulae intended to minimize fluctuation in values of the
instruments Variable Rate Securities. The interest rate of Variable Rate
Securities ordinarily is determined by reference to or is a percentage of an
objective standard such as a bank's prime rate, the 90-day US Treasury Bill
rate, or the rate of return on commercial paper or bank certificates of deposit.
Generally, the changes in the interest rate on Variable Rate Securities reduce
the fluctuation in the market value of such securities. Accordingly, as interest
rates decrease or increase, the potential for capital appreciation or
depreciation is less than for fixed-rate obligations. Some Variable Rate
Securities have a demand feature entitling the purchaser to resell the
securities at an amount approximately equal to amortized cost or the principal
amount thereof plus accrued interest ("Variable Rate Demand Securities"). As is
the case for other Variable Rate Securities, the interest rate on Variable Rate
Demand Securities varies according to some objective standard intended to
minimize fluctuation in the values of the instruments. The Portfolio determines
the maturity of Variable Rate Securities in accordance with Rule 2a-7, which
allows the Portfolio to consider certain of such instruments as having
maturities shorter than the maturity date on the face of the instrument.

Investment Company Securities. The Portfolio may acquire securities of other
investment companies to the extent consistent with its investment objective and
investment policies and subject to the limitations of the 1940 Act. The
Portfolio will indirectly bear its proportionate share of any management fees
and other expenses paid by such other investment companies.

Portfolio Holdings

In addition to the public disclosure of portfolio holdings through required
Securities and Exchange Commission ("SEC") quarterly filings, the Portfolio may
make its portfolio holdings information publicly available on the DWS Funds' Web
site as described in the Portfolio's prospectuses. The Portfolio does not
disseminate non-public information about portfolio holdings except in accordance
with policies and procedures adopted by the Portfolio.

The Portfolio'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 Portfolio 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 Portfolio's procedures. This non-public
information may also be disclosed, subject to the requirements described below,
to certain third parties, such as securities lending agents, financial printers,
proxy voting firms, mutual fund analysts and rating and tracking agencies, or to
shareholders in connection with in-kind redemptions (collectively, "Authorized
Third Parties").

Prior to any disclosure of the Portfolio's non-public portfolio holdings
information to Authorized Third Parties, a person authorized by the Portfolio's
Trustees must make a good faith determination in light of the facts then known
that the Portfolio has a legitimate business purpose for providing the
information, that the disclosure is in the best interest of the Portfolio, 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 Portfolio or
DeAM for disclosing non-public holdings information. Periodic reports regarding
these procedures will be provided to the Portfolio's Trustees.

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 Portfolio
and information derived therefrom, including, but not limited to, how the
Portfolio'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, alpha,
beta, tracking error, default rate, portfolio turnover, and risk and style
characteristics so long as the identity of the Portfolio'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
Portfolio's Trustees exercise control over such policies. In addition, separate
account clients of DeAM have access to their portfolio holdings and are not
subject to the Portfolio'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 Portfolio.

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 Portfolio. 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 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 Portfolio's policies and procedures with respect
to the disclosure of portfolio holdings information will protect the Portfolio
from the potential misuse of portfolio holdings information by those in
possession of that information.

                           MANAGEMENT OF THE PORTFOLIO

Investment Advisor

DIMA, which is part of Deutsche Asset Management ("DeAM"), is the investment
advisor for the Portfolio. Under the supervision of the Board of Trustees of the
Portfolio, 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 Trust's Board of Trustees. 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. DIMA is also responsible for selecting brokers and dealers and
for negotiating brokerage commissions and dealer charges.

DeAM 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. DeAM is a global asset management organization that offers a wide range
of investing expertise and resources, including hundreds of portfolio managers
and analysts and an office network that reaches the world's major investment
centers. This well-resourced global investment platform brings together a wide
variety of experience and investment insight, across industries, regions, asset
classes and investing styles. DIMA is an indirect, wholly owned subsidiary of
Deutsche Bank AG. Deutsche Bank AG is a major global banking institution that is
engaged in a wide range of financial services, including investment management,
mutual fund, retail, private and commercial banking, investment banking and
insurance. DWS Investments is part of Deutsche Bank's Asset Management division
and, within the US, represents the retail asset management activities of
Deutsche Bank AG, Deutsche Bank Trust Company Americas, Deutsche Investment
Management Americas Inc. and DWS Trust Company.

The Advisor 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 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 is likely to differ from these other mutual funds in size,
cash flow pattern and tax matters. Accordingly, the holdings and performance of
the Portfolio can be expected to vary from those of these other mutual funds.

Certain investments may be appropriate for the Portfolio and also for other
clients advised by the Advisor. Investment decisions for the Portfolio 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. Purchase and sale orders for the Portfolio may be
combined with those of other clients of the Advisor in the interest of achieving
the most favorable net results to the Portfolio.

The Trustees and the shareholders of the Portfolio approved an amended and
restated investment management agreement (the "Amended Investment Management
Agreement").

In reviewing the terms of the Amended Investment Management Agreement, and in
discussions with the Advisor concerning such agreement, the Trustees of the
Trust who are not "interested persons" of the Advisor are represented by
independent counsel at the Portfolio's expense.

The Amended Investment Management Agreement continues in effect from year to
year only if its continuance is approved annually by the vote of a majority of
those Trustees who are not parties to such Amended Investment Management
Agreement or interested persons of the Advisor or the Trust ("Independent
Trustees" or "Non-interested Trustees"), cast in person at a meeting called for
the purpose of voting on such approval, and either by a vote of the Trust's
Trustees or of a majority of the outstanding voting securities of the Portfolio.

The Trustees of the Trust have overall responsibility for the management of the
Portfolio under Massachusetts law.

Pursuant to the Amended Investment Management Agreement between the Portfolio
and the Advisor, the Advisor provides continuing investment management of the
Portfolio's assets. In addition to the investment management of the Portfolio's
assets, the Advisor determines the investments to be made for 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 Portfolio's policies as stated in its prospectus and SAI, or as adopted
by the Portfolio's Board. The Advisor will also monitor, to the extent not
monitored by the Portfolio's administrator or other agent, the Portfolio's
compliance with its investment and tax guidelines and other compliance policies.

The Advisor provides assistance to the Portfolio's Board in valuing the
securities and other instruments held by the Portfolio, to the extent reasonably
required by valuation policies and procedures that may be adopted by the
Portfolio.

Pursuant to the Amended Investment Management Agreement (unless otherwise
provided in the Amended Investment Management Agreement or as determined by a
Portfolio's 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 Portfolio, including the Portfolio's share of payroll
taxes, who are affiliated persons of the Advisor.

The Amended Investment Management Agreement provides that the Portfolio is
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
Portfolio, the Portfolio's custodian, or other agents of the Portfolio; taxes
and governmental fees; fees and expenses of the Portfolio'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 Portfolio; and litigation expenses and other
extraordinary expenses not incurred in the ordinary course of the Portfolio's
business.

The Amended Investment Management Agreement allows the Advisor to delegate any
of its duties under the Amended Investment Management Agreement to a subadvisor,
subject to a majority vote of the Board of the Portfolio, including a majority
of the Independent Board Members, and, if required by applicable law, subject to
a majority vote of the Portfolio's shareholders.

The Amended Investment Management Agreement provides that the Advisor shall not
be liable for any error of judgment or mistake of law or for any loss suffered
by the Portfolio in connection with matters to which the Amended Investment
Management 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 Amended Investment Management Agreement. The Amended Investment
Management Agreement 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 all services provided under its Amended Investment Management Agreement, the
Portfolio pays the Advisor a fee, computed daily and paid monthly, at the annual
rate as a percentage of net assets shown below:

Portfolio                                            Management Fee Rate
---------                                            -------------------

Government & Agency Securities Portfolio(1), (2)    0.120% to $500 million
                                                   0.100% next $500 million
                                                   0.075% next $1.0 billion
                                                   0.060% next $1.0 billion
                                                      0.050% thereafter

(1)    The management fee is computed based on the combined average daily net
       assets of the Government & Agency Securities Portfolio, Money Market
       Portfolio and Tax-Exempt Portfolio, each a series of Cash Account Trust,
       and allocated to Government & Agency Securities Portfolio based upon the
       Portfolio's relative net assets.
(2)    The Advisor has agreed to reduce its management fee such that after
       allocation of the fee to each series of Cash Account Trust the amount
       payable by Government & Agency Securities Portfolio will be limited to
       0.050% of its average daily net assets.

Prior to June 1, 2008, for the services and facilities furnished to the
Portfolio, a portfolio of Cash Account Trust, the Portfolio paid a monthly
investment management fee on a graduated basis at 1/12 of 0.22% of the first
$500 million of combined average daily net assets of the Trust, 0.20% of the
next $500 million, 0.175% of the next $1 billion, 0.16% of the next $1 billion
and 0.15% of combined average daily net assets of the Trust over $3 billion. The
investment management fee was computed based on average daily net assets of
Government & Agency Securities Portfolio, Money Market Portfolio and Tax-Exempt
Portfolio and allocated to the Portfolio based upon the relative net assets of
the Portfolio. The monthly fee payable by the portfolios was reduced to the
extent necessary in order that the amount payable by the Government & Agency
Securities Portfolio, after allocation of the fee to the portfolios, was limited
to 1/12 of 0.15% of the average daily net assets attributable to the Government
& Agency Securities Portfolio, with the effect of such fee reduction being
applied only to the Government & Agency Securities Portfolio.

The Portfolio paid the Advisor fees of $7,029,560 for the fiscal year ended
April 30, 2009, $6,714,907 (of which $419,682 was waived) for the fiscal year
ended April 30, 2008; and $3,853,285 (of which $69,497 was waived), for the
fiscal year ended April 30, 2007.

Through March 18, 2010, the Advisor has contractually agreed to waive all or a
portion of its management fee and reimburse or pay operating expenses of the
Portfolio to the extent necessary to maintain the Portfolio's Institutional
Shares and Managed Shares total annual operating expenses at 0.23% and 0.46%,
respectively, of average daily net assets, excluding certain expenses such as
extraordinary expenses, taxes, brokerage and interest.

From time to time, Deutsche Bank or an affiliate (collectively, "DB") may at its
sole discretion invest its own assets in shares of the Portfolio's ("proprietary
investment") for such purposes it deems appropriate, including investments
designed to assist in the management of the Portfolio's portfolio. Any
proprietary investment may be hedged and, in that event, the return on the
proprietary investment, net of the effect of the hedge, would be expected to
differ from the return of the Portfolio. DB has no obligation to make any
proprietary investments and the amount of any proprietary investment that is
made may or may not be significant in comparison to the level of assets of the
Portfolio. In the event that a proprietary investment is made, except as
otherwise required under the Investment Company Act of 1940, DB would be
permitted to redeem the investment at such time that it deems appropriate.

Subadvisor Approval Policy. The Trustees and shareholders of the Portfolio
approved a Subadvisor policy for the Portfolio (the "Subadvisor Approval
Policy"). The Subadvisor Approval Policy permits the Advisor, subject to the
approval of the Board, including a majority of the Independent Board Members, to
terminate an existing subadvisor or sub-subadvisor and hire another subadvisor
or sub-subadvisor, as applicable, and materially amend an existing subadvisory
agreement or sub-subadvisory agreement without obtaining shareholder approval.
The Portfolio could not implement the Subadvisor Approval Policy without the SEC
granting the Portfolio exemptive relief. A number of other mutual fund complexes
have obtained exemptive relief with respect to an advisor's ability to appoint,
replace or amend the subadvisory agreement with unaffiliated subadvisors and
subadvisors that are wholly owned subsidiaries of the advisor. However,
exemptive relief with regard to an advisor's ability to appoint, replace or
amend the subadvisory agreement with a subadvisor, who is affiliated with, but
not a wholly owned subsidiary of, the advisor, without shareholder approval,
would be more expansive relief than previously granted by the SEC. In addition,
exemptive relief with regard to an advisor's ability to appoint, replace or
amend a sub-subadvisory agreement with a sub-advisor, without shareholder
approval, would be more expansive relief than previously obtained by other
mutual fund complexes. Accordingly, there can be no assurance that the
Portfolio's exemptive application will be granted by the SEC or that it will be
sufficiently broad to allow the Portfolio to implement the Subadvisor Approval
Policy as described above. The SEC also proposed Rule 15a-5 under the 1940 Act
in October 2003 to permit the appointment and termination of subadvisors and
amendments to subadvisory agreements without shareholder approval. No action has
been taken on proposed Rule 15a-5 under the 1940 Act since its proposal and
there is no assurances that the rule will be adopted as proposed. The Portfolio
and the Advisor will be subject to the conditions imposed by the SEC (either by
an exemptive order or as part of the final rule) whenever the Advisor acts under
the Subadvisor Approval Policy, including any shareholder notice requirements.

Code of Ethics

The Board of Trustees of the Trust has adopted a Code of Ethics pursuant to Rule
17j-1 under the 1940 Act. The Trust's Code of Ethics permits access persons of
the Portfolio (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 Portfolio, but
requires compliance with the Code's pre-clearance requirements, subject to
certain exceptions. In addition, the Trust's Code of Ethics provides for trading
"blackout periods" that prohibit trading of personnel within periods of trading
by the Portfolio in the same security. The Trust's 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 Portfolio's Distributor, DIDI)
have each adopted a Code of Ethics pursuant to 17j-1 under the 1940 Act (the
"Consolidated Code"). The Consolidated Code permits access persons to trade in
securities that may be purchased or held by the 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 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.

Regulatory Matters and Legal Proceedings

On December 21, 2006, Deutsche Asset Management ("DeAM") settled proceedings
with the Securities and Exchange Commission ("SEC") and the New York Attorney
General on behalf of Deutsche Asset Management, Inc. ("DAMI") and DIMA, the
investment advisors to many of the DWS Investments funds, regarding allegations
of improper trading of fund shares at DeAM and at the legacy Scudder and Kemper
organizations prior to their acquisition by DeAM in April 2002. These regulators
alleged that although the prospectuses for certain funds in the regulators' view
indicated that the funds did not permit market timing, DAMI and DIMA breached
their fiduciary duty to those funds in that their efforts to limit trading
activity in the funds were not effective at certain times. The regulators also
alleged that DAMI and DIMA breached their fiduciary duty to certain funds by
entering into certain market timing arrangements with investors. These trading
arrangements originated in businesses that existed prior to the currently
constituted DeAM organization, which came together as a result of various
mergers of the legacy Scudder, Kemper and Deutsche fund groups, and all of the
arrangements were terminated prior to the start of the regulatory investigations
that began in the summer of 2003. No current DeAM employee approved these
trading arrangements. Under the terms of the settlements, DAMI and DIMA neither
admitted nor denied any wrongdoing.

The terms of the SEC settlement, which identified improper trading in the legacy
Deutsche and Kemper mutual funds only, provide for payment of disgorgement in
the amount of $17.2 million. The terms of the settlement with the New York
Attorney General provide for payment of disgorgement in the amount of $102.3
million, which is inclusive of the amount payable under the SEC settlement, plus
a civil penalty in the amount of $20 million. The total amount payable by DeAM,
approximately $122.3 million, will be distributed to shareholders of the
affected funds in accordance with a distribution plan to be developed by a
distribution consultant. The funds' investment advisors do not believe these
amounts will have a material adverse financial impact on them or materially
affect their ability to perform under their investment management agreements
with the DWS funds. The above-described amounts are not material to Deutsche
Bank, and have already been reserved.

Among the terms of the settled orders, DeAM is subject to certain undertakings
regarding the conduct of its business in the future, including formation of a
Code of Ethics Oversight Committee to oversee all matters relating to issues
arising under the advisors' Code of Ethics; establishment of an Internal
Compliance Controls Committee having overall compliance oversight responsibility
of the advisors; engagement of an Independent Compliance Consultant to conduct a
comprehensive review of the advisors' supervisory compliance and other policies
and procedures designed to prevent and detect breaches of fiduciary duty,
breaches of the Code of Ethics and federal securities law violations by the
advisors and their employees; and commencing in 2008, the advisors shall undergo
a compliance review by an independent third party.

In addition, DeAM is subject to certain further undertakings relating to the
governance of the mutual funds, including that at least 75% of the members of
the Boards of Trustees overseeing the DWS Funds continue to be independent of
DeAM; the Chairmen of the DWS Funds' Boards of Trustees continue to be
independent of DeAM; DeAM maintain existing management fee reductions for
certain funds for a period of five years and not increase management fees for
these certain funds during this period; the funds retain a senior officer (or
independent consultants, as applicable) responsible for assisting in the review
of fee arrangements and monitoring compliance by the funds and the investment
advisors with securities laws, fiduciary duties, codes of ethics and other
compliance policies, the expense of which shall be borne by DeAM; and periodic
account statements, fund prospectuses and the mutual funds' web site contain
additional disclosure and/or tools that assist investors in understanding the
fees and costs associated with an investment in the funds and the impact of fees
and expenses on fund returns.

DeAM has also settled proceedings with the Illinois Secretary of State regarding
market timing matters. The terms of the Illinois settlement provide for investor
education contributions totaling approximately $4 million and a payment in the
amount of $2 million to the Securities Audit and Enforcement Fund.

On September 28, 2006, the SEC and the National Association of Securities
Dealers ("NASD") (now known as the Financial Industry Regulatory Authority, or
"FINRA") announced final agreements in which Deutsche Investment Management
Americas Inc. ("DIMA"), Deutsche Asset Management, Inc. ("DAMI") and DWS Scudder
Distributors, Inc. (now known as DWS Investments Distributors, Inc. ("DIDI"))
settled administrative proceedings regarding disclosure of brokerage allocation
practices in connection with sales of the DWS Funds' (now known as the DWS
Investments Funds) shares during 2001-2003. The agreements with the SEC and NASD
are reflected in orders which state, among other things, that DIMA and DAMI
failed to disclose potential conflicts of interest to the funds' Boards and to
shareholders relating to DIDI's use of certain funds' brokerage commissions to
reduce revenue sharing costs to broker-dealer firms with whom it had
arrangements to market and distribute DWS Fund shares. These directed brokerage
practices were discontinued in October 2003.

Under the terms of the settlements, in which DIMA, DAMI and DIDI neither
admitted nor denied any of the regulators' findings, DIMA, DAMI and DIDI agreed
to pay disgorgement, prejudgment interest and civil penalties in the total
amount of $19.3 million. The portion of the settlements distributed to the funds
was approximately $17.8 million and was paid to the funds as prescribed by the
settlement orders based upon the amount of brokerage commissions from each fund
used to satisfy revenue sharing agreements with broker-dealers who sold fund
shares.

As part of the settlements, DIMA, DAMI and DIDI also agreed to implement certain
measures and undertakings relating to revenue sharing payments including making
additional disclosures in the funds' Prospectuses or Statements of Additional
Information, adopting or modifying relevant policies and procedures and
providing regular reporting to the fund Boards.

Additional information announced by DeAM regarding the terms of the settlements
is available at www.dws-investments.com/regulatory_settlements.

The matters alleged in the regulatory settlements described above also serve as
the general basis of a number of private class action lawsuits involving the DWS
funds. These lawsuits name as defendants various persons, including certain DWS
funds, the funds' investment advisors and their affiliates, and certain
individuals, including in some cases fund Trustees, 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.

                           PORTFOLIO SERVICE PROVIDERS

Administrator

The Portfolio entered into a new administrative services agreement with the
Advisor (the "Administrative Services Agreement"), pursuant to which the Advisor
provides administrative services to the Portfolio including, among others,
providing the Portfolio with personnel, preparing and making required filings on
behalf of the Portfolio, maintaining books and records for the Portfolio, and
monitoring the valuation of Portfolio securities. For all services provided
under the Administrative Services Agreement, the Portfolio pays the Advisor a
fee, computed daily and paid monthly, of 0.100% of the Portfolio's net assets.
For the period June 1, 2008 through April 30, 2009, the Advisor received an
administrative services fee of $11,512,052 for the Portfolio.

Under the Administrative Services Agreement, the Advisor is obligated on a
continuous basis to provide such administrative services as the Board of the
Portfolio reasonably deems necessary for the proper administration of the
Portfolio. The Advisor provides the Portfolio with personnel; arranges for the
preparation and filing of the Portfolio's tax returns; prepares and submits
reports and meeting materials to the Board and the Portfolio's shareholders;
prepares and files updates to the Portfolio's prospectus and SAI as well as
other reports required to be filed by the SEC; maintains the Portfolio's
records; provides the 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
Portfolio; assists in the resolution of accounting issues that may arise with
respect to the Portfolio; establishes and monitors the Portfolio's operating
expense budgets; reviews and processes the Portfolio's bills; assists in
determining the amount of dividends and distributions available be paid by the
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. The
Advisor also performs certain fund accounting services under the Administrative
Services Agreement. The Administrative Services Agreement provides that the
Advisor 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 Advisor and State Street Bank and Trust
Company ("SSB"), the Advisor has delegated certain administrative functions to
SSB. The costs and expenses of such delegation are borne by the Advisor, not by
the Portfolio.

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

Pursuant to an underwriting and distribution services agreement (the
"Distribution Agreement"), DWS Investments Distributors, Inc. ("DIDI"), 222
South Riverside Plaza, Chicago, Illinois 60606, an affiliate of the Advisor,
serves as distributor and principal underwriter for the Trust to provide
information and services for existing and potential shareholders. The
Distribution Agreement provides that DIDI shall appoint various firms to provide
cash management services for their customers or clients through the Trust.

The Distribution Agreement will continue in effect from year to year so long as
such continuance is approved at least annually by a vote of the Board of the
Trust, including the Trustees who are not interested persons of the Trust and
who have no direct or indirect financial interest in the Distribution Agreement.
The Distribution Agreement automatically terminates in the event of its
assignment and may be terminated at any time without penalty by the Trust or by
DIDI upon 60 days' written notice. Termination of the Distribution Agreement by
the Trust may be by vote of a majority of the Board of Trustees, or a majority
of the Trustees who are not interested persons of the Trust and who have no
direct or indirect financial interest in the agreement, or a "majority of the
outstanding voting securities" of the Trust as defined under the 1940 Act.

As principal underwriter for the Trust, DIDI acts as agent of the Trust in the
continuous sale of its shares of the Portfolio. DIDI pays all its expenses under
the Distribution Agreement. The Trust pays the cost for the prospectus and
shareholder reports to be set in type and printed for existing shareholders, and
DIDI pays for the printing and distribution of copies thereof used in connection
with the offering of shares to prospective investors. DIDI also pays for
supplementary sales literature and advertising costs. DIDI receives no
compensation from the Trust as principal underwriter for the Shares and pays all
expenses of distribution of the shares not otherwise paid by dealers and other
financial services firms. DIDI may, from time to time, pay or allow discounts,
commissions or promotional incentives, in the form of cash, to firms that sell
shares of the Portfolio.

Administrative services are provided to the Managed Shares of the Portfolio
under a shareholder services agreement (the "Services Agreement") with DIDI.
DIDI bears all its expenses of providing services pursuant to the Services
Agreement between DIDI and the Managed Shares of the Portfolio, including the
payment of service fees. Pursuant to a Rule 12b-1 Plan, Managed Shares of the
Portfolio currently pay DIDI an administrative services fee, payable monthly, at
an annual rate of up to 0.15% of average daily net assets attributable to those
shares of the Portfolio. In the discretion of the Board of Trustees of the
Trust, the administrative services fee may be increased to a maximum of 0.25% of
average daily net assets.

During the fiscal year ended April 30, 2009, Managed Shares of the Portfolio
paid service fees of $625,968. During the fiscal year ended April 30, 2008,
Managed Shares of the Portfolio paid service fees of $490,723 (of which $48,753
was unpaid at April 30, 2008). During the fiscal year ended April 30, 2007,
Managed Shares of the Portfolio paid service fees of $42,322.

Rule 12b-1 Plans

The Managed Shares has approved a Rule 12b-1 Plan (the "Plan") pursuant to the
provisions of Rule 12b-1 under the 1940 Act. Rule 12b-1 under the 1940 Act
regulates the manner in which an investment company may, directly or indirectly,
bear the expenses of distributing shares. As noted above, the Managed Shares of
the Portfolio pay an administrative services fee to DIDI as a percentage of
average daily net assets for services provided for the benefit of the Portfolio
and the shareholders. The fee is paid pursuant to the Plan. The Plan may
continue for additional one-year periods so long as such continuance is approved
by a vote of the Board of Trustees of the Trust, including the Trustees who are
not interested persons of the Trust and who have no direct or indirect financial
interest in the operation of the Plan or in any agreement related to the Plan.
The vote must take place at a meeting of the Board held in person and called for
the purpose of voting on the Plan. The Plan may not be amended to increase the
fee to be paid by the Portfolio without approval by a majority of the
outstanding voting securities of the Managed Shares of the Portfolio and all
material amendments must in any event be approved by the Board of Trustees in
the manner described above with respect to the continuation of the Plan. The
Plan may be terminated at any time without penalty by a vote of the majority of
the Trustees who are not interested persons of the Trust and who have no direct
or indirect financial interest in the Plan, or by a vote of the majority of the
outstanding voting securities of the Trust. The Managed Shares of the Portfolio
will vote separately with respect to the Plan.

DIDI has entered into related administrative services and selling group
agreements with various banks, broker-dealer firms and other service or
administrative firms ("firms") that provide distribution, cash management and
other services and facilities for their customers or clients who are investors
in the Shares. The firms provide such office space and equipment, telephone
facilities and personnel as is necessary or beneficial for providing information
and services to their clients. Such services and assistance may include, but are
not limited to, establishing and maintaining accounts and records, processing
purchase and redemption transactions, answering routine inquiries regarding the
Portfolio, assistance to clients in changing dividend and investment options,
account designations and addresses and such other administrative services as may
be agreed upon from time to time and permitted by applicable statute, rule or
regulation. Currently, DIDI pays each firm a service fee, normally payable
monthly, at an annual rate of up to 0.15% of the average daily net assets in the
Portfolio's Managed Shares accounts that it maintains and services. Firms to
which service fees may be paid may include affiliates of DIDI. In addition, DIDI
may from time to time, from its own resources, pay certain firms additional
amounts for ongoing services and assistance provided to their customers and
clients who are shareholders of the Shares.

DIDI also may provide some of the above services and may retain any portion of
the fee under the Plan not paid to firms to compensate itself for administrative
functions performed for the Managed Shares of the Portfolio.

Custodian

State Street Bank and Trust Company ("SSB"), Lafayette Corporate Center, 2
Avenue De Lafayette, Boston, MA 02111, (the "Custodian"), as custodian, has
custody of all securities and cash of the Trust. The Custodian attends to the
collection of principal and income, and payment for and collection of proceeds
of securities bought and sold by the Portfolio.

Transfer Agent and Shareholder Service Agent

DWS Investments Service Company ("DISC" or the "Transfer Agent"), 210 West 10th
Street, Kansas City, Missouri 64105-1614, an affiliate of the Advisor, is the
transfer agent, dividend-paying agent and shareholder service agent for all
classes of the Portfolio. The Transfer Agent receives an annual service fee for
each account of the Portfolio, based on the type of account. For open retail
accounts, the fee is a flat fee ranging from $20.99 to $24.09 per account, for
open wholesale money funds the fee is $35.55 per account, while for certain
retirement accounts serviced on the recordkeeping system of ExpertPlan, Inc.,
the fee is a flat fee up to $3.91 per account (as of February 2009, 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 Portfolio. 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
Portfolio or are paid directly by the Portfolio. Certain additional
out-of-pocket expenses, including costs of computer hardware and software, third
party record-keeping fees in excess of 0.25%, and processing of proxy
statements, may only be reimbursed by the Fund/Portfolio with the prior approval
of the Portfolio's Board.

For the fiscal years ended April 30, 2009, the amounts charged to the Portfolio,
for Institutional Shares and Managed Shares, by DISC were $151,153 and $399,118,
respectively.

For the fiscal years ended April 30, 2008, the amounts charged to the Portfolio,
for Institutional Shares and Managed Shares, by DISC were $25,182 and $218,061,
respectively.

Pursuant to a sub-transfer agency agreement between DISC and DST Systems, Inc.
("DST"), DISC has delegated certain transfer agent, dividend paying agent and
shareholder servicing agent functions to DST. The costs and expenses of such
delegation are borne by DISC, not by the Portfolio.

Legal Counsel

Vedder Price P.C., 222 North LaSalle Street, Chicago, Illinois 60601, serves as
legal counsel to the Portfolio.

Ropes & Gray LLP, One International Place, Boston, MA 02110-2624, serves as
counsel to the Independent Trustees.


Independent Registered Public Accounting Firm

The financial highlights of the Portfolio's Institutional Shares and Managed
Shares are included in the Portfolio's prospectus and the financial statements
incorporated by reference in this SAI have been so included or incorporated by
reference in reliance on the report of Ernst & Young LLP, 200 Clarendon Street,
Boston, MA 02116, Independent Registered Public Accounting Firm, given on said
firm as experts in auditing and accounting. Ernst & Young LLP audits the
financial statements of the Portfolio and provides other audit, tax and related
services. Shareholders will receive annual audited financial statements and
semiannual unaudited financial statements.

Fund Accounting Agent

Prior to April 1, 2008, DWS Investments Fund Accounting Corporation ("DIFA"),
One Beacon Street, Boston, Massachusetts, 02108, a subsidiary of the Advisor,
was responsible for determining the daily net asset value per share of the
Portfolio and maintaining portfolio and general accounting records. DIFA
received no fee for its services to the Portfolio.

Pursuant to an agreement among the Advisor, DIFA and SSB (the "Sub-Accounting
and Sub-Administrator Agreement"), DIFA and the Advisor had delegated certain
fund accounting functions to SSB under the fund accounting agreement. The costs
and expenses of such delegation were borne by the Advisor and DIFA, not by the
Portfolio.

                             PORTFOLIO TRANSACTIONS

The Advisor is generally responsible for placing the orders for the purchase and
sale of portfolio securities, including the allocation of brokerage.

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 the
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 the 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) of the 1934 Act and interpretations
thereunder. Provided a Subadvisor is acting in accordance with any instructions
and directions of the Advisor or the Board, the Subadvisor is authorized to pay
a broker or dealer who provides third party brokerage and research services a
commission for executing a portfolio transaction for the Portfolio, if the
Subadvisor determines in good faith that such commission was reasonable in
relation to the value of the third party brokerage and research services
provided by such broker or dealer.


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 the 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 the 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 Boards, 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.

During the last three fiscal years the Portfolio paid no brokerage commissions.

                        PURCHASE AND REDEMPTION OF SHARES

General Information

Policies and procedures affecting transactions in Portfolio 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 Portfolio's agents. Transaction delays in
processing (and changing account features) due to circumstances within or beyond
the control of the Portfolio and its agents may occur. Shareholders (or their
financial service 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 be genuine.

A distribution will be reinvested in shares of the same Portfolio and class if
the distribution check is returned as undeliverable.

Orders will be confirmed at a price based on the net asset value of the
Portfolio next determined after receipt in good order by DIDI of the order
accompanied by payment. However, orders received by dealers or other financial
services firms prior to the determination of net asset value and received in
good order by DIDI prior to the close of its business day will be confirmed at a
price based on the net asset value effective on that day ("trade date").

Use of Financial Services Firms. Investment dealers and other firms ("Firms")
provide varying arrangements for their clients to purchase and redeem the
Portfolio'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 Portfolio's shares in nominee or street name as agent for and on behalf
of their customers. In such instances, the Portfolio's transfer agent, DISC (the
"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
Portfolio has authorized the Shareholder Service Agent to pay to these Firms,
out of the Portfolio's assets, up to 0.02 of 1% for Institutional shares and up
to 0.10 of 1% for Managed shares 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 Portfolio and other similar functions. These Firms also
coordinate with the Transfer Agent in connection with the Portfolio'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 Portfolio has authorized one or more financial service institutions,
including certain members of the Financial Industry Regulatory Authority other
than the Distributor ("financial institutions"), to accept purchase and
redemption orders for the Portfolio's shares. Such financial institutions may
also designate other parties, including plan administrator intermediaries, to
accept purchase and redemption orders on the Portfolio's behalf. Orders for
purchases or redemptions will be deemed to have been received by the Portfolio
when such financial institutions or, if applicable, their authorized designees
accept the orders. Subject to the terms of the contract between the Portfolio
and the financial institution, ordinarily orders will be priced at the
Portfolio's net asset value next computed after acceptance by such financial
institution or its authorized designees and accepted by the Portfolio. Further,
if purchases or redemptions of the Portfolio'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 Trustees and the Distributor, also the
Portfolio's principal underwriter, each has the right to limit the amount of
purchases by, and to refuse to sell to, any person. The Trustees and the
Distributor may suspend or terminate the offering of shares of the Portfolio at
any time for any reason.

DIDI has adopted an Incentive Plan (the "Plan") covering wholesalers that are
regional vice presidents ("DWS Investments Wholesalers"). Generally, DWS
Investments Wholesalers market shares of the DWS funds to financial advisors,
who in turn may recommend that investors purchase shares of a DWS fund. The Plan
is an incentive program that combines a monthly incentive component with a
quarterly strategic bonus component. Under the Plan, DWS Investments Wholesalers
will receive a monetary monthly incentive based on the amount of sales generated
from their marketing of the funds, and that incentive will differ depending on
the product category of the fund. Each fund is assigned to one of three product
categories -- "Focus list funds," "Extended list funds" or "Index funds" --
taking into consideration, among other things, the following criteria, where
applicable:

o        The fund's consistency with DWS Investments' branding and long-term
         strategy.

o        The fund's competitive performance;

o        The fund's Morningstar rating;

o        The length of time the fund's portfolio managers have managed the
         fund/strategy

o        Market size for the fund category;

o        The fund's size, including sales and redemptions of the fund's shares

This information and other factors are presented to a committee comprised of
representatives from various groups within DWS Investments, who review on a
quarterly basis the funds assigned to each product category described above, and
make any changes to those assignments at that time. No one factor, whether
positive or negative, determines a fund's placement in a given category; all
these factors together are considered, and the designation of funds on the Focus
list and Extended list represents management's judgment based on the above
criteria. In addition, management may consider a fund's profile over the course
of several review periods before making a change to its category assignment.
These category assignments will be posted quarterly to the DWS funds' Web site
at www.dws-investments.com, approximately one month after the end of each
quarter. DWS Investments Wholesalers receive the highest compensation for Focus
list funds, less for Extended list funds and the lowest for Index funds. The
level of compensation among these categories may differ significantly.

In the normal course of business, DWS Investments will from time to time
introduce new funds into the DWS family of funds. As a general rule, new funds
will be assigned to the Focus list compensation category. As described above,
the fund category assignments are reviewed periodically and are subject to
change.

The prospect of receiving, or the receipt of, additional compensation by a DWS
Investments Wholesaler under the Plan may provide an incentive to favor
marketing the Focus list or Extended list funds over Index funds. The Plan,
however, will not change the price that investors pay for shares of a fund. The
DWS Investments Compliance Department monitors DWS Investments Wholesaler sales
and other activity in an effort to detect unusual activity in the context of the
compensation structure under the Plan. However, investors may wish to take the
Plan and the product category of the fund into account when considering
purchasing a fund or evaluating any recommendations relating to fund shares.


Purchase of Shares

Shares of the Portfolio are sold at net asset value next determined after an
order and payment are received in the form described in the prospectus.
Investors must indicate the class of shares in the Portfolio in which they wish
to invest. The Portfolio has established a minimum initial investment for the
Managed Shares of $100,000 and $1,000 ($100 for IRAs and $50 for automatic
investment plans) for each subsequent investment. The minimal initial investment
for the Institutional Shares is $1,000,000. There is no minimum for each
subsequent investment in the Institutional Shares. These minimums may be changed
at any time in management's discretion. Firms offering Portfolio shares may set
higher minimums for accounts they service and may change such minimums at their
discretion. The Trust may waive the minimum for purchases by trustees,
directors, officers or employees of the Trust or the Advisor and its affiliates.
Orders for the purchase of shares that are accompanied by a check drawn on a
foreign bank (other than a check drawn on a Canadian bank in US Dollars) will
not be considered in proper form and will not be processed unless and until the
Portfolio determines that it has received payment of the proceeds of the check.
The time required for such a determination will vary and cannot be determined in
advance.

The Portfolio seeks to remain as fully invested as possible at all times in
order to achieve maximum income. Since the Portfolio will be investing in
instruments that normally require immediate payment in Federal Funds (monies
credited to a bank's account with its regional Federal Reserve Bank), the
Portfolio has adopted procedures for the convenience of its shareholders and to
ensure that the Portfolio receives investable funds. An investor wishing to open
an account should use the Account Information Form available from the Trust or
financial services firms. Orders for purchase of Managed Shares and
Institutional Shares of the Portfolio received by wire transfer in the form of
Federal Funds will be effected at the next determined net asset value. Shares
purchased by wire will receive that day's dividend if effected at or prior to
the 4:00 p.m. Eastern time net asset value determination for the Portfolio.

Please contact your financial advisor for wire instructions and purchase orders.
No third party checks or cash equivalents (cashier checks, money orders, etc.)
will be accepted for initial investment to establish an account.

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 "Policies You Should Know About" in the Portfolio's
prospectus.

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 Portfolio shares or the retention and/or servicing of
investors and Portfolio 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 the
Portfolio, to financial advisors in connection with the sale and/or distribution
of Portfolio shares or the retention and/or servicing of Portfolio investors and
Portfolio 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
portfolio, any record keeping/sub-transfer agency/networking fees payable by
each Portfolio (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 the Portfolio with
"shelf space" or access to a third party platform or portfolio offering list, or
other marketing programs including, without limitation, inclusion of the
Portfolio 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 Portfolio
attributable to the financial advisor, the particular portfolio or portfolio
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 Portfolio serviced and maintained by the financial advisor, .05%
to .25% of sales of the Portfolio 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 Portfolio or of any particular
share class of the Portfolio. 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 Portfolio.

The Advisor, the Distributor and/or their affiliates may also make such revenue
sharing payments to financial advisors under the terms discussed above in
connection with the distribution of both DWS funds and non-DWS funds by
financial advisors to retirement plans that obtain record keeping services from
ADP, Inc. on the DWS Investments branded retirement plan platform (the
"Platform") with the level of revenue sharing payments being based upon sales of
both the DWS funds and the non-DWS funds by the financial advisor on the
Platform or current assets of both the DWS funds and the non-DWS funds serviced
and maintained by the financial advisor on the Platform.

As of the date hereof, the Portfolio has been advised that the Advisor, the
Distributor and their affiliates expect that the following firms will receive
revenue sharing payments at different points during the coming year as described
above:

Channel: Broker-Dealers and Financial Advisors
----------------------------------------------
AIG Advisors Group
Ameriprise
Cadaret, Grant & Co. Inc.
Capital Analyst, Incorporated
Citigroup Global Markets, Inc. (dba Smith Barney)
Commonwealth Equity Services, LLP (dba Commonwealth Financial Network)
Deutsche Bank Group
Ensemble Financial Services
First Allied Securities
First Clearing/Wachovia Securities
HD Vest Investment Securities, Inc.
ING Advisors Network
John Hancock Distributors LLC
LPL Financial
M.L. Stern & Co.
Meridien Financial Group
Merrill Lynch, Pierce, Fenner & Smith Inc.
Morgan Stanley
Oppenheimer & Co., Inc.
PlanMember Services
Prime Capital Inc.
Raymond James & Associates
Raymond James Financial Services
RBC Dain Rauscher, Inc
Securities America, Inc.
UBS Financial Services
Wells Fargo Investments, LLC

Channel: Cash Product Platform
------------------------------
Allegheny Investments LTD
Bank of America
Bank of New York (Hare & Co.)
BMO Capital Markets
Brown Brothers Harriman
Brown Investment Advisory & Trust Company
Cadaret Grant & Co.
Chicago Mercantile Exchange
D.A. Davidson & Company
Deutsche Bank Group
Emmett A. Larkin Company
Fiduciary Trust Co. - International
First Southwest Company
J.P. Morgan Clearing Corp.
Legent Clearing LLC
Lincoln Investment Planning
LPL Financial
Mellon Financial Markets LLC
Mesirow Financial, Inc.
Penson Financial Services
Pershing Choice Platform
ProFunds Distributors, Inc.
Ridge Clearing & Outsourcing Solutions
Robert W. Baird & Co.
Romano Brothers and Company
SAMCO Capital Markets
Smith Moore & Company
Sungard Institutional Brokerage Inc.
Treasury Curve LLC
US Bancorp
UBS Financial Services
William Blair & Company

Channel: Third Party Insurance Platforms
----------------------------------------
Allstate Life Insurance Company of New York
Ameritas Life Insurance Group
Annuity Investors Life Insurance Company
Columbus Life Insurance Company
Commonwealth Annuity and Life Insurance Company
Companion Life Insurance Company
Connecticut General Life Insurance Company
EquiTrust Life Insurance Company
Farm Bureau Life Insurance Company
Farmers New World Life Insurance Company
Fidelity Security Life Insurance Company
First Allmerica Financial Life Insurance Company
First Great West Life and Annuity Company
Genworth Life Insurance Company of New York
Genworth Life and Annuity Insurance Company
Great West Life and Annuity Insurance Company
Hartford Life Insurance Company
Integrity Life Insurance Company
John Hancock Life Insurance companies
Kemper Investors Life Insurance Company
Lincoln Benefit Life Insurance Company
Lincoln Life & Annuity Company of New York
Lincoln National Life Insurance Company
Massachusetts Mutual Life Insurance Group
MetLife Group
Minnesota Life Insurance Company
National Life Insurance Company
National Integrity Life Insurance Company
Nationwide Group
New York Life Insurance and Annuity Corporation
Phoenix Life Insurance Company
Protective Life Insurance
Provident Mutual Life Insurance
Prudential Insurance Company of America
Sun Life Group
Symetra Life Insurance Company
Transamerica Life Insurance Company
Union Central Life Insurance Company
United of Omaha Life Insurance Company
United Investors Life Insurance Company
Western Southern Life Assurance Company

Any additions, modifications or deletions to the financial advisors identified
above that have occurred since the date hereof are not reflected.

The Advisor, the Distributor or their affiliates may enter into additional
revenue sharing arrangements or change or discontinue existing arrangements with
financial advisors at any time without notice.

The prospect of receiving, or the receipt of additional compensation or
promotional incentives described above by financial advisors may provide such
financial advisors and/or their salespersons with an incentive to favor sales of
shares of the DWS funds or a particular DWS fund over sales of shares of mutual
funds (or non-mutual fund investments) with respect to which the financial
advisor does not receive additional compensation or promotional incentives, or
receives lower levels of additional compensation or promotional incentives.
Similarly, financial advisors may receive different compensation or incentives
that may influence their recommendation of any particular share class of the
Portfolio or of other portfolios. These payment arrangements, however, will not
change the price that an investor pays for Portfolio shares or the amount that
the Portfolio receives to invest on behalf of an investor and will not increase
Portfolio expenses. You may wish to take such payment arrangements into account
when considering and evaluating any recommendations relating to Portfolio 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
Portfolio 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 Portfolio. 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.


Redemption of Shares

General. Although it is the Portfolio's present policy to redeem in cash, the
Portfolio (upon consent of a redeeming shareholder) may pay the redemption price
in part by a distribution of portfolio securities in lieu of cash, in conformity
with any applicable regulatory requirements, taking such securities at the same
value used to determine net asset value, and selecting the securities in such
manner as may be deemed fair and equitable. If such a distribution occurs,
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 would not be as liquid as a redemption
entirely in cash. The Trust has elected to be governed by Rule 18f-1 under the
1940 Act, pursuant to which the Trust is obligated to redeem shares of the
Portfolio solely in cash up to the lesser of $250,000 or 1% of the net assets of
the Portfolio during any 90-day period for any one shareholder of record.

If shares of the Portfolio to be redeemed were purchased by check or through
certain Automated Clearing House ("ACH") transactions, the Portfolio 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 Portfolio of the purchase amount. Shareholders may not use
ACH or Redemption Checks (see "Redemptions by Draft") until the shares being
redeemed have been owned for at least 10 days and shareholders may not use such
procedures to redeem shares held in certificated form. There is no delay when
shares being redeemed were purchased by wiring Federal Funds.

If shares being redeemed were acquired from an exchange of shares of a mutual
fund that were offered subject to a contingent deferred sales charge as
described in the prospectus for that other fund, the redemption of such shares
by the Portfolio may be subject to a contingent deferred sales charge as
explained in such prospectus.

Shareholders can request the following telephone privileges: expedited wire
transfer redemptions, ACH transactions and exchange transactions for individual
and institutional accounts and pre-authorized telephone redemption transactions
for certain institutional accounts. Shareholders may choose these privileges on
the account application or by contacting the Shareholder Service Agent for
appropriate instructions. Please note that the telephone exchange privilege is
automatic unless the shareholder refuses it on the account application. The
Portfolio 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 Portfolio or its agents reasonably believe, based upon
reasonable verification procedures, that the telephone instructions are genuine.
The shareholder will bear the risk of loss, resulting from fraudulent or
unauthorized transactions, as long as the reasonable verification procedures are
followed. The verification procedures include recording instructions, requiring
certain identifying information before acting upon instructions and sending
written confirmations.

The Portfolio reserves the right to redeem an account that falls below the
minimum investment level. Thus, a shareholder who makes only the minimum initial
investment and then redeems any portion thereof might have the account redeemed.
A shareholder will be notified in writing and will be allowed 60 days to make
additional purchases to bring the account value up to the minimum investment
level before the Portfolio redeems the shareholder account.

Financial services firms provide varying arrangements for their clients to
redeem Portfolio shares. Such firms may independently establish and charge
amounts to their clients for such services.

Regular Redemptions. When shares are held for the account of a shareholder by
the Portfolio's transfer agent, the shareholder may redeem them by sending a
written request with signatures guaranteed (if applicable) to DWS Investments
Service Company, Attention: Transaction Processing, P.O. Box 219557, Kansas
City, MO 64121. When certificates for shares have been issued, they must be
mailed to or deposited with the Shareholder Service Agent, along with a duly
endorsed stock power and accompanied by a written request for redemption.
Redemption requests and a stock power must be endorsed by the account holder
with signatures guaranteed by a commercial bank, trust company, savings and loan
association, federal savings bank, member firm of a national securities exchange
or other eligible financial institution. The redemption request and stock power
must be signed exactly as the account is registered including any special
capacity of the registered owner. 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, trustees or guardians.

Telephone Redemptions. If the proceeds of the redemption are $100,000 or less
and the proceeds are payable to the shareholder 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, guardian and custodian account
holders, provided the trustee, executor guardian or custodian 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 or guardian account holder by written instruction to the
Shareholder Service Agent with signatures guaranteed. Telephone requests may be
made by calling (800) 730-1313. Shares purchased by check or through certain ACH
transactions may not be redeemed under this privilege of redeeming shares by
telephone request until such check has cleared or, if a purchase is made by ACH,
the funds will be placed under a 10 day calendar hold to ensure good funds. 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 Shareholder Service Agent by telephone, it may be difficult to use
the telephone redemption privilege, although investors can still redeem by mail.
The Portfolio reserves the right to terminate or modify this privilege at any
time.

Redemption by Check/ACH Debit Disclosure. The Portfolio will accept Automated
Clearing House ("ACH") debit entries for accounts that have elected the
checkwriting 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 Portfolio 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 Portfolio upon
receipt of an ACH debit entry referencing your account number, to redeem
Portfolio shares in your account to pay the entry to the third party originating
the debit. The Portfolio 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 Portfolio, the Portfolio'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 Portfolio will not be able to honor an
ACH debit entry if sufficient funds are not available. ACH debit entry
transactions to your Portfolio account should not be initiated or authorized by
you in amounts exceeding the amount of shares of the Portfolio then in the
account and available for redemption. The Portfolio 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 Portfolio 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 Portfolio 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 have told the Portfolio 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 Portfolio may also require that you put your request in writing so that the
Portfolio will receive it within 14 days after you call. If you order the
Portfolio to stop one of these payments three (3) business days or more before
the transfer is scheduled and the Portfolio does not do so, the Portfolio 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. 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.

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 Portfolio 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 Portfolio sent you the first
Portfolio 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 Portfolio 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 Portfolio or
Shareholder Service Agent could have stopped someone from taking that money if
you had notified the Shareholder Service Agent in time.

Tell us your name and account number. Describe the error or the transfer you are
unsure about, and explain 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 Portfolio 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 Portfolio, the Portfolio's named 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 Portfolio's agreement with you, the
Portfolio may be liable for your losses or damages. The Portfolio will not be
liable to you if (i) there are not sufficient Portfolios 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 Portfolio's
liability shall not exceed the amount of the transfer in question

The Portfolio, the Portfolio's named 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 Portfolio written
permission.

The acceptance and processing of ACH debit entry transactions is established
solely for your convenience and the Portfolio reserves the right to suspend,
terminate or modify your ability to redeem Portfolio 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.

Redemptions By Draft. Upon request, shareholders will be provided with drafts to
be drawn on Portfolio ("Redemption Checks"). These Redemption Checks may be made
payable to the order of any person for not more than $5 million. Shareholders
should not write Redemption Checks in an amount less than $1,000. If the check
is less than $1,000, a $10 service fee will be charged as described below. When
a Redemption Check is presented for payment, a sufficient number of full and
fractional shares in the shareholder's account will be redeemed as of the next
determined net asset value to cover the amount of the Redemption Check. This
will enable the shareholder to continue earning dividends until the Portfolio
receives the Redemption Check. A shareholder wishing to use this method of
redemption must complete and file an Account Application which is available from
the Portfolio or firms through which shares were purchased. Redemption Checks
should not be used to close an account since the account normally includes
accrued but unpaid dividends. The Portfolio reserves the right to terminate or
modify this privilege at any time. This privilege may not be available through
some firms that distribute shares of the Portfolio. In addition, firms may
impose minimum balance requirements in order to offer this feature. Firms may
also impose fees to investors for this privilege or establish variations of
minimum check amounts if approved by the Portfolio.

Unless one signer is authorized on the Account Application, Redemption Checks
must be signed by all account holders. Any change in the signature authorization
must be made by written notice to the Shareholder Service Agent. Shares
purchased by check or through certain ACH transactions may not be redeemed by
Redemption Check until the shares have been owned for at least 10 days.
Shareholders may not use this procedure to redeem shares held in certificate
form. The Portfolio reserves the right to terminate or modify this privilege at
any time.

The Portfolio may refuse to honor Redemption Checks whenever the right of
redemption has been suspended or postponed, or whenever the account is otherwise
impaired. A $10 service fee will be charged when a Redemption Check is presented
to redeem Portfolio shares in excess of the value of the Portfolio account or in
an amount less than $1,000; when a Redemption Check is presented that would
require redemption of shares that were purchased by check or certain ACH
transactions within 10 days; or when "stop payment" of a Redemption Check is
requested.

Special Features. Certain firms that offer shares of the Portfolio also provide
special redemption features through charge or debit cards and checks that redeem
Portfolio shares. Various firms have different charges for their services.
Shareholders should obtain information from their firm with respect to any
special redemption features, applicable charges, minimum balance requirements
and special rules of the cash management program being offered.

Automatic Withdrawal Program (Managed Shares Only). An owner of $5,000 or more
of the Portfolio's shares may provide for the payment from the owner's account
of any requested dollar amount up to $50,000 to be paid to the owner or the
owner's designated payee monthly, quarterly, semi-annually or annually. The
$5,000 minimum account size is not applicable to Individual Retirement Accounts
("IRAs"). Dividend distributions will be reinvested automatically at net asset
value. A sufficient number of full and fractional shares will be redeemed to
make the designated payment. Depending upon the size of the payments requested,
redemptions for the purpose of making such payments may reduce or even exhaust
the account. The program may be amended on thirty days notice by the Portfolio
and may be terminated at any time by the shareholder or the Portfolio. Firms
provide varying arrangements for their clients to redeem shares of the Portfolio
on a periodic basis. Such firms may independently establish minimums for such
services.

Tax-Sheltered Retirement Programs. The Shareholder Service Agent provides
retirement plan services and documents and DIDI can establish your account in
any of the following types of retirement plans:

o        IRAs trusteed by SSB. This includes Simplified Employee Pension Plan
         (SEP) IRA accounts and prototype documents.

o        403(b) Custodial Accounts also trusteed by SSB. 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 contribution per participant is the
         lesser of 25% of compensation or $30,000.

Brochures describing the above plans as well as providing model defined benefit
plans, target benefit plans, 457 plans, 401(k) plans and materials for
establishing them are available from the Shareholder Service Agent upon request.
The brochures for plans trusteed by SSB describe the current fees payable to SSB
for its services as trustee. Investors should consult with their own tax
advisors before establishing a retirement plan.

Electronic Funds Transfer Programs. For your convenience, the Trust has
established several investment and redemption programs using electronic funds
transfer via the Automated Clearing House (ACH). There is currently no charge by
the Trust for these programs. To use these features, your financial institution
(your employer's financial institution in the case of payroll deposit) must be
affiliated with an Automated Clearing House (ACH). This ACH affiliation permits
the Shareholder Service Agent to electronically transfer money between your bank
account, or employer's payroll bank in the case of Direct Deposit, and your
account. Your bank's crediting policies of these transferred funds may vary.
These features may be amended or terminated at any time by the Trust.
Shareholders should contact DWS Investments Service Company at (800) 730-1313 or
the financial services firm through which their account was established for more
information. These programs may not be available through some firms that
distribute shares of the Portfolio.

                                    DIVIDENDS

Dividends are declared daily and paid monthly. Shareholders will receive
dividends in additional shares unless they elect to receive cash. Dividends will
be reinvested monthly in shares of the Portfolio at the net asset value normally
on the last calendar day of each month if a business day, otherwise on the next
business day. Dividends are treated the same for federal income tax purposes
whether received in cash or reinvested in additional shares. The Portfolio will
pay shareholders who redeem their entire accounts all unpaid dividends at the
time of the redemption not later than the next dividend payment date. Upon
written request to the Shareholder Service Agent, a shareholder may elect to
have Portfolio dividends invested without sales charge in shares of another DWS
Mutual Fund offering this privilege at the net asset value of such other fund.
To use this privilege of investing Portfolio dividends in shares of another DWS
Mutual Fund, shareholders must maintain a minimum account value of $100,000 and
$1,000,000 for the Managed and Institutional shares of this Portfolio,
respectively, and also must maintain a minimum account value of $100,000 and
$1,000,000 in the corresponding shares of the fund in which dividends are
reinvested.

The Portfolio calculates its dividends based on its daily net investment income.
For this purpose, the net investment income of the Portfolio generally consists
of (a) accrued interest income plus or minus amortized discount or premium,
excluding market discount for the Portfolio, (b) plus or minus all short-term
realized gains and losses on investments and (c) minus accrued expenses
allocated to the Portfolio. Expenses of the Portfolio are accrued each day.
Dividends are reinvested monthly and shareholders will receive monthly
confirmations of dividends and of purchase and redemption transactions except
that confirmations of dividend reinvestment for IRAs and other fiduciary
accounts for which SSB acts as trustee will be sent quarterly.

If the shareholder elects to receive dividends in cash, checks will be mailed
monthly, within five business days of the reinvestment date (described below),
to the shareholder or any person designated by the shareholder. At the option of
the shareholder, cash dividends may be sent by Federal Funds wire. Shareholders
may request to have dividends sent by wire on the Account Application or by
contacting the Shareholder Service Agent (see "Purchase of Shares"). The
Portfolio reinvests dividend checks (and future dividends) in shares of the
Portfolio if checks are returned as undeliverable. Dividends and other
distributions in the aggregate amount of $10 or less are automatically
reinvested in shares of the Portfolio unless the shareholder requests that such
policy not be applied to the shareholder's account.

                                      TAXES

The following is intended to be a general summary of certain federal income tax
consequences of investing in the Portfolio. It is not intended as a complete
discussion of all such consequences, nor does it purport to deal with all
categories of investors or foreign, state or local taxes. Investors are
therefore advised to consult with their tax advisors before making an investment
in the Portfolio.

The Portfolio has elected to be treated as a regulated investment company under
Subchapter M of the Code and has qualified as such since its inception. The
Portfolio has elected to be treated and has qualified, and intends to continue
to so qualify, in each taxable year as required under the Code in order to avoid
payment of federal income tax at the Portfolio level. In order to qualify as a
regulated investment company, the Portfolio must meet certain requirements
regarding the source of its income and the diversification of its assets.

The Portfolio must derive at least 90% of its gross income from dividends,
interest, payments with respect to certain securities loans, and gains from the
sale of stock, securities and foreign currencies, or other income (including but
not limited to gains from options, futures, or forward contracts) derived with
respect to its business of investing in such stock, securities, or currencies.

The Portfolio must diversify its holdings so that, at the end of each quarter of
its taxable year, (i) at least 50% of the market value of the Portfolio's assets
is represented by cash and cash items, US government securities, securities of
other regulated investment companies, and other securities limited in respect of
any one issuer to a value not greater than 5% of the value of the Fund's total
assets and to not more than 10% of the outstanding voting securities of such
issuer, and (ii) not more than 25% of the value of its assets is invested in the
securities (other than US government securities or the securities of other
regulated investment companies) of any one issuer or of two or more issuers
which the fund controls and which are engaged in the same, similar, or related
trades or businesses.

The Portfolio is required to distribute to its shareholders at least 90 percent
of its taxable and tax-exempt net investment income (including net short-term
capital gain) and generally is not subject to federal income tax to the extent
that it distributes annually such net investment income and net realized capital
gain in the manner required under the Code. Distributions of investment company
taxable income are generally taxable to shareholders as ordinary income.

If for any taxable year the Portfolio does not qualify for the special federal
income tax treatment afforded regulated investment companies, all of its taxable
income will be subject to federal income tax at regular corporate rates (without
any deduction for distributions to its shareholders).

The Portfolio is subject to a 4% nondeductible excise tax on amounts required to
be but not distributed under a prescribed formula. The formula requires payment
to shareholders during a calendar year of distributions representing at least
98% of the Portfolio's ordinary taxable income for the calendar year and at
least 98% of the excess of its capital gains over capital losses realized during
the one-year period ending October 31 (in most cases) of such year as well as
amounts that were neither distributed nor taxed to the Portfolio during any
prior calendar year. Although the Portfolio's distribution policies should
enable it to avoid excise tax liability, the Portfolio may retain (and be
subject to income or excise tax on) a portion of its capital gains or other
income if it appears to be in the interest of such Portfolio.

Any loss realized upon the redemption of shares held for six months or less at
the time of redemption will be treated as a long-term capital loss to the extent
of any amounts treated as distributions of long-term capital gain during such
six-month period. Furthermore, any loss from the sale or redemption of shares
held six months or less generally will be disallowed to the extent that
tax-exempt interest dividends were paid on such shares.

Under the backup withholding provisions of the Code, redemption proceeds as well
as distributions may be subject to federal income tax withholding for certain
shareholders, including those who fail to furnish the Portfolio with their
taxpayer identification numbers and certifications as to their tax status.

Shareholders of the Portfolio may be subject to state and local taxes on
distributions received from the Portfolio and on redemptions of the Portfolio's
shares. Any shareholder who is not a US Person (as such term is defined in the
Code) should consider the US and foreign tax consequences of ownership of shares
of a Portfolio, including the possibility that such a shareholder may be subject
to a flat US withholding tax rate of 30% (or a potentially lower rate under an
applicable income tax treaty) on amounts constituting ordinary income received
by him or her, where such amounts are treated as income from US sources under
the Code.

Special tax rules apply to investments through defined contribution plans and
other tax-qualified plans. Shareholders should consult their tax advisor to
determine the suitability of shares of the Portfolio as an investment through
such plans and the precise effect of an investment on their particular tax
situation.

INVESTORS ARE ADVISED TO CONSULT THEIR OWN TAX ADVISORS WITH RESPECT TO THE
APPLICATION OF THE ABOVE-DESCRIBED GENERAL FEDERAL INCOME TAX RULES TO THEIR OWN
CIRCUMSTANCES AND WITH RESPECT TO OTHER FEDERAL, STATE, LOCAL OR FOREIGN TAX
CONSEQUENCES TO THEM BEFORE MAKING AN INVESTMENT IN THE PORTFOLIO.

                                 NET ASSET VALUE

The net asset value ("NAV") per share of the Portfolio is calculated on each day
on which the Portfolio is open for business. The Portfolio is open for business
each day the New York Stock Exchange is open, as described in the Portfolio's
current prospectus. The NAV per share of the Portfolio is computed by dividing
the value of the Portfolio's assets less all liabilities, by the total number of
shares of the Portfolio outstanding. Although there is no guarantee, the
Portfolio's NAV per share will normally be $1.00.

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.

The Board has established procedures reasonably designed to stabilize the
Portfolio's NAV per share at $1.00. Under the procedures, the Advisor will
monitor and notify the Board of circumstances where the Portfolio's NAV per
share calculated by using market valuations may deviate from the $1.00 per share
calculated using amortized cost. If there were any deviation that the Board
believed would result in a material dilution or unfair result for investors or
existing shareholders, the Board would promptly consider what action, if any,
should be initiated. Such actions could include selling assets prior to maturity
to realize capital gains or losses; shortening average maturity of the
portfolio; withholding or reducing dividends; redeeming shares in kind; or
valuing assets based on market valuations.

Market valuations are obtained by using actual quotations provided by market
makers, estimates of market value, or values obtained from yield data relating
to classes of money market instruments published by reputable sources at the
mean between the bid and asked prices for the instruments. In accordance with
procedures approved by the Board, in the event market quotations are not readily
available for certain portfolio assets the fair value of such portfolio assets
will be determined in good faith by the Portfolio's Pricing Committee (or, in
some cases, the Board's Valuation Committee) based upon input from the Advisor
or other third parties.


                           BOARD MEMBERS AND OFFICERS

The following table presents certain information regarding the Board Members of
the Trust. 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 Trust 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 Trust. Because the Portfolio 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 Trust and Length of     Business Experience and                                        in DWS Fund
 Time Served(1)                   Directorships During the Past 5 Years                          Complex Overseen
--------------------------------------------------------------------------------------------------------------------
<S>                               <C>                                                                   <C>
Paul K. Freeman                   Consultant, World Bank/Inter-American Development Bank;               125
(1950)                            Governing Council of the Independent Directors Council
Chairperson since 2009, and       (governance, executive committees); formerly: Project Leader,
Board Member since 1993           International Institute for Applied Systems Analysis
                                  (1998-2001); Chief Executive Officer, The Eric Group, Inc.
                                  (environmental insurance) (1986-1998)
--------------------------------------------------------------------------------------------------------------------
John W. Ballantine (1946)         Retired; formerly: Executive Vice President and Chief Risk            125
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:               125
 Board Member since               Association of Public Television Stations; Becton Dickinson
 1990                             and Company(2) (medical technology company); Belo
                                  Corporation(2) (media company); Boston Museum of Science;
                                  Public Radio International; PRX, The Public Radio Exchange;
                                  The PBS Foundation; former Directorships: American Public
                                  Television; Concord Academy; New England Aquarium; Mass.
                                  Corporation for Educational Telecommunications; Committee for
                                  Economic Development; Public Broadcasting Service
--------------------------------------------------------------------------------------------------------------------
Dawn-Marie Driscoll (1946)        President, Driscoll Associates (consulting firm); Executive           125
Board Member since 1987           Fellow, Center for Business Ethics, Bentley University;
                                  formerly: Partner, Palmer & Dodge (1988-1990); Vice President
                                  of Corporate Affairs and General Counsel, Filene's
                                  (1978-1988); Directorships: Trustee of 20 open-end mutual
                                  funds managed by Sun Capital Advisers, Inc. (since 2007);
                                  Director of ICI Mutual Insurance Company (since 2007);
                                  Advisory Board, Center for Business Ethics, Bentley
                                  University; Trustee, Southwest Florida Community Foundation
                                  (charitable organization); former Directorships: Investment
                                  Company Institute (audit, executive, nominating committees)
                                  and Independent Directors Council (governance, executive
                                  committees)
--------------------------------------------------------------------------------------------------------------------
Keith R. Fox (1954)               Managing General Partner, Exeter Capital Partners (a series           125
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           125
(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,         125
(1946)                            Finance Department, The Wharton School, University of
Board Member since                Pennsylvania (since July 1972); Co-Director, Wharton
1990                              Financial Institutions Center (since July 2000); Director,
                                  Japan Equity Fund, Inc. (since September 2007), Thai Capital
                                  Fund, Inc. (since September 2007), Singapore Fund, Inc.
                                  (since September 2007); formerly: Vice Dean and Director,
                                  Wharton Undergraduate Division (July 1995-June 2000);
                                  Director, Lauder Institute of International Management
                                  Studies (July 2000-June 2006)
--------------------------------------------------------------------------------------------------------------------
William McClayton (1944)          Managing Director, Diamond Management & Technology                    125
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             125
(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); Director,
                                  CardioNet, Inc.(2) (2009-present) (health care); formerly:
                                  Executive Vice President, The Glenmede Trust Company
                                  (investment trust and wealth management) (1983 to 2004);
                                  Board Member, Investor Education (charitable organization)
                                  (2004-2005); Director, Viasys Health Care(2) (January
                                  2007-June 2007)
--------------------------------------------------------------------------------------------------------------------
William N. Searcy, Jr.            Private investor since October 2003; Trustee of 20 open-end           125
(1946)                            mutual funds managed by Sun Capital Advisers, Inc. (since
Board Member since                October 1998); formerly: Pension & Savings Trust Officer,
1993                              Sprint Corporation(2) (telecommunications) (November
                                  1989-September 2003)
--------------------------------------------------------------------------------------------------------------------
Jean Gleason Stromberg            Retired; formerly: Consultant (1997-2001); Director, US               125
(1943)                            Government Accountability Office (1996-1997); Partner,
Board Member since                Fulbright & Jaworski, L.L.P. (law firm) (1978-1996);
1997                              Directorships: The William and Flora Hewlett Foundation;
                                  Business Leadership Council, Wellesley College; former
                                  Directorships: Service Source, Inc., Mutual Fund Directors
                                  Forum (2002-2004), American Bar Retirement Association
                                  (funding vehicle for retirement plans) (1987-1990 and
                                  1994-1996)
--------------------------------------------------------------------------------------------------------------------
Robert H. Wadsworth (1940)        President, Robert H. Wadsworth & Associates, Inc. (consulting         128
Board Member since 1999           firm) (1983 to present); Director, The Phoenix Boys Choir
                                  Association
--------------------------------------------------------------------------------------------------------------------

Interested Board Member

--------------------------------------------------------------------------------------------------------------------
 Name, Year of Birth, Position    Business Experience and                                        Number of Funds
 with the Trust and Length of                                                                    in DWS Fund
 Time Served(1)                   Directorships During the Past 5 Years                          Complex Overseen
--------------------------------------------------------------------------------------------------------------------
 Axel Schwarzer(3)                Managing Director(4), Deutsche Asset Management; Head of              125
 (1958)                           Deutsche Asset Management Americas; CEO of DWS Investments;
 Board Member since               relocated to Germany in July 2009 as Vice Chairman(4) of
 2006                             Deutsche Asset Management and Member of the Management Board
                                  of DWS Investments, responsible for Global Relationship
                                  Management; formerly: board member of DWS Investments,
                                  Germany (1999-2005); Head of Sales and Product Management for
                                  the Retail and Private Banking Division of Deutsche Bank in
                                  Germany (1997-1999); various strategic and operational
                                  positions for Deutsche Bank Germany Retail and Private
                                  Banking Division in the field of investment funds, tax driven
                                  instruments and asset management for corporates (1989-1996)
--------------------------------------------------------------------------------------------------------------------

Officers(5)

--------------------------------------------------------------------------------------------------------------------
 Name, Year of Birth, Position    Business Experience and
 with the Trust and Length of
 Time Served(6)                   Directorships During the Past 5 Years
--------------------------------------------------------------------------------------------------------------------
 Michael G. Clark(7) (1965)       Managing Director(4), Deutsche Asset Management (2006-present); President of
 President, 2006-present          DWS family of funds; Director, ICI Mutual Insurance Company (since
                                  October 2007); formerly: Director of Fund Board Relations (2004-2006) and
                                  Director of Product Development (2000-2004), Merrill Lynch Investment Managers;
                                  Senior Vice President Operations, Merrill Lynch Asset Management (1999-2000)
--------------------------------------------------------------------------------------------------------------------
 John Millette(8) (1962)          Director(4), Deutsche Asset Management
 Vice President and Secretary,
 1999-present
--------------------------------------------------------------------------------------------------------------------
 Paul H. Schubert(7) (1963)       Managing Director(4), Deutsche Asset Management (since July 2004); formerly:
 Chief Financial Officer,         Executive Director, Head of Mutual Fund Services and Treasurer for UBS Family
 2004-present                     of Funds (1998-2004); Vice President and Director of Mutual Fund Finance at UBS
 Treasurer, 2005-present          Global Asset Management (1994-1998)
--------------------------------------------------------------------------------------------------------------------
 Caroline Pearson(8) (1962)       Managing Director(4), Deutsche Asset Management
 Assistant Secretary,
 1997-present
--------------------------------------------------------------------------------------------------------------------
 Rita Rubin(9) (1970)             Vice President and Counsel, Deutsche Asset Management (since October 2007);
 Assistant Secretary,             formerly, Vice President, Morgan Stanley Investment Management (2004-2007);
 2009-present                     Attorney, Shearman & Sterling LLP (2004); Vice President and Associate General
                                  Counsel, UBS Global Asset Management (2001-2004)
--------------------------------------------------------------------------------------------------------------------
 Paul Antosca(8)                  Director(4), Deutsche Asset Management (since 2006); formerly: Vice President,
 (1957)                           The Manufacturers Life Insurance Company (U.S.A.) (1990-2006)
 Assistant Treasurer,
 2007-present
--------------------------------------------------------------------------------------------------------------------
 Jack Clark (8)                   Director(4), Deutsche Asset Management (since 2007); formerly: Vice President,
 (1967)                           State Street Corporation (2002-2007)
 Assistant Treasurer,
 2007-present
--------------------------------------------------------------------------------------------------------------------
 Diane Kenneally(8)               Director(4), Deutsche Asset Management
 (1966)
 Assistant Treasurer,
 2007-present
--------------------------------------------------------------------------------------------------------------------
 Jason Vazquez(9) (1972)          Vice President, Deutsche Asset Management (since 2006); formerly: AML
 Anti-Money Laundering            Operations Manager for Bear Stearns (2004-2006); Supervising Compliance
 Compliance Officer,              Principal and Operations Manager for AXA Financial (1999-2004)
 2007-present
--------------------------------------------------------------------------------------------------------------------
 Robert Kloby(9) (1962)           Managing Director(4), Deutsche Asset Management (2004-present); formerly: Chief
 Chief Compliance Officer,        Compliance Officer/Chief Risk Officer, Robeco USA (2000-2004); Vice President,
 2006-present                     The Prudential Insurance Company of America (1988-2000); E.F. Hutton and
                                  Company (1984-1988)
--------------------------------------------------------------------------------------------------------------------
 J. Christopher Jackson(9)        Director(4), Deutsche Asset Management (2006-present); formerly: Director,
 (1951)                           Senior Vice President, General Counsel, and Assistant Secretary, Hansberger
 Chief Legal Officer,             Global Investors, Inc. (1996-2006); Director, National Society of Compliance
 2006-present                     Professionals (2002-2005) (2006-2009)
--------------------------------------------------------------------------------------------------------------------
</TABLE>

(1)      The length of time served represents the year in which the Board Member
         joined the board of one or more DWS funds currently overseen by the
         Board.

(2)      A publicly held company with securities registered pursuant to Section
         12 of the Securities Exchange Act of 1934.

(3)      The mailing address of Axel Schwarzer is DWS Investment GmbH, Mainzer
         Landstr. 178-190, Floor 5C, 60327 Frankfurt am Main, Germany. 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 Portfolio.

(4)      Executive title, not a board directorship.

(5)      As a result of their respective positions held with the Advisor, these
         individuals are considered "interested persons" of the Advisor within
         the meaning of the 1940 Act. Interested persons receive no compensation
         from the Portfolio.

(6)      The length of time served represents the year in which the officer was
         first elected in such capacity for one or more DWS funds.

(7)      Address:  345 Park Avenue, New York, New York 10154.

(8)      Address: One Beacon Street, Boston, Massachusetts 02108.

(9)      Address:  280 Park Avenue, New York, New York 10017.

Certain officers hold similar positions for other investment companies for which
DIMA or an affiliate serves as the Advisor.

Officer's Role with Principal Underwriter:  DWS Investments Distributors, Inc.

 Paul H. Schubert:                  Vice President
 Jason Vazquez:                     Vice President and AML Compliance Officer
 Caroline Pearson:                  Secretary

Board Members' Responsibilities. The officers of the Trust 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 Portfolio and to provide oversight of
the management of the Portfolio.

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 Portfolio's accounting
and financial reporting policies and procedures, (3) the Portfolio'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 Portfolio. It also
approves and recommends to the Board the appointment, retention or termination
of the independent registered public accounting firm for the Portfolio, reviews
the scope of audit and internal controls, considers and reports to the Board on
matters relating to the Portfolio's accounting and financial reporting
practices, and performs such other tasks as the full Board deems necessary or
appropriate. The Audit Committee receives annual representations from the
independent registered public accounting firm as to its independence. The
members of the Audit Committee are William McClayton (Chair), Kenneth C.
Froewiss (Vice Chair), John W. Ballantine, Henry P. Becton, Jr., Keith R. Fox
and William N. Searcy, Jr. During the calendar year 2008, the Audit Committee of
the Portfolio's Board held six (6) meetings.

Nominating and Governance Committee: The Nominating and Governance Committee,
which consists entirely of Independent Board Members, recommends individuals for
membership on the Board, nominates officers, Board and committee chairs, vice
chairs and committee members, and oversees the operations of the Board. The
Nominating and Governance Committee also reviews recommendations by shareholders
for candidates for Board positions. Shareholders may recommend candidates for
Board positions by forwarding their correspondence by US mail or courier service
to Dawn-Marie Driscoll, P.O. Box 100176, Cape Coral, FL 33904. The members of
the Nominating and Governance Committee are Henry P. Becton, Jr. (Chair),
Rebecca W. Rimel (Vice Chair), Paul K. Freeman and William McClayton. During the
calendar year 2008, the Nominating and Governance Committee of the Portfolio's
Board held five (5) meetings.

Contract Committee: The Contract Committee, which consists entirely of
Independent Board Members, reviews at least annually, (a) the Portfolio's
financial arrangements with DIMA and its affiliates, and (b) the Portfolio's
expense ratios. The members of the Contract Committee are Robert H. Wadsworth
(Chair), Keith R. Fox (Vice Chair), Henry P. Becton, Jr., Richard J. Herring,
William McClayton and Jean Gleason Stromberg. During the calendar year 2008, the
Contract Review Committee of the Portfolio's Board held seven (7) meetings.

Equity Oversight Committee: The Equity Oversight Committee reviews the
investment operations of those portfolios that primarily invest in equity
securities (except for those funds managed by a quantitative investment team).
The members of the Equity Oversight Committee are John W. Ballantine (Chair),
William McClayton (Vice Chair), Henry P. Becton, Jr., Keith R. Fox, Richard J.
Herring and Rebecca W. Rimel. During the calendar year 2008, the Equity
Oversight Committee of the Portfolio's Board held five (5) meetings.

Fixed-Income and Quant Oversight Committee: The Fixed-Income and Quant Oversight
Committee reviews the investment operations of those portfolios that primarily
invest in fixed-income securities or are managed by a quantitative investment
team. The members of the Fixed-Income and Quant Oversight Committee are William
N. Searcy, Jr. (Chair), Jean Gleason Stromberg (Vice Chair), Dawn-Marie
Driscoll, Kenneth C. Froewiss and Robert H. Wadsworth. During the calendar year
2008, the Fixed-Income Oversight Committee of the Portfolio's Board held five
(5) meetings.

Marketing and Shareholder Services Committee: The Marketing and Shareholder
Services Committee reviews the Portfolio's marketing program, sales practices
and literature and shareholder services. The Marketing and Shareholder Services
Committee also considers matters relating to fund mergers and liquidations and
the organization of new funds. The members of the Marketing and Shareholder
Services Committee are Richard J. Herring (Chair), Dawn-Marie Driscoll (Vice
Chair), Rebecca W. Rimel, Jean Gleason Stromberg and Robert H. Wadsworth. During
the calendar year 2008, the Marketing/Distribution/Shareholder Service Committee
of the Portfolio's Board held four (4) meetings.

The Operations Committee: The Operations Committee reviews the administrative
operations, legal affairs and general compliance matters of the Portfolio. The
Operations Committee reviews administrative matters related to the operations of
the Portfolio, policies and procedures relating to portfolio transactions,
custody arrangements, fidelity bond and insurance arrangements, valuation of
Portfolio assets and securities and such other tasks as the full Board deems
necessary or appropriate. The Operations Committee also oversees the valuation
of the Portfolio's securities and other assets and determines, as needed, the
fair value of Portfolio securities or other assets under certain circumstances
as described in the Portfolio's Valuation Procedures. The Operations Committee
has appointed a Valuation Sub-Committee, which may make determinations of fair
value required when the Operations Committee is not in session. The members of
the Operations Committee are Dawn-Marie Driscoll (Chair), John W. Ballantine
(Vice Chair), Kenneth C. Froewiss, Rebecca W. Rimel and William N. Searcy, Jr.
The members of the Valuation Sub-Committee are Kenneth C. Froewiss (Chair), John
W. Ballantine, Dawn-Marie Driscoll (Alternate), Rebecca W. Rimel (Alternate) and
William N. Searcy, Jr. (Alternate). During the calendar year 2008, the
Operations Committee held five (5) meetings and the Valuation Sub-Committee did
not hold any meetings.

Ad Hoc Committees. In addition to the standing committees described above, from
time to time the Board may also form ad hoc committees to consider specific
issues.

Remuneration. Each Independent Board Member receives compensation from the
Portfolio for his or her services, which includes retainer fees and specified
amounts for various committee services and for the Board Chairperson. No
additional compensation is paid to any Independent Board Member for travel time
to meetings, attendance at directors' educational seminars or conferences,
service on industry or association committees, participation as speakers at
directors' conferences or service on special fund industry director task forces
or subcommittees. Independent Board Members do not receive any employee benefits
such as pension or retirement benefits or health insurance from the Portfolio 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
Portfolio, 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 Portfolio. The following tables show compensation from the
Portfolio and aggregate compensation from all of the funds in the DWS fund
complex received by each Independent Board Member during the calendar year 2008.
Mr. Schwarzer is an interested person of the Portfolio and received no
compensation from the Portfolio or any fund in the DWS fund complex during the
relevant periods.

<TABLE>
<CAPTION>
                                        Aggregate Compensation           Total Compensation
                                      from Government & Agency              from Fund and
  Name of Board Member                  Securities Portfolio             DWS Fund Complex(1)
  --------------------                  --------------------             -------------------

<S>                                             <C>                             <C>
  John W. Ballantine                            $9,470                          $237,500
  Henry P. Becton, Jr.(2)                        $203                           $246,000
  Dawn-Marie Driscoll(2)((3))                    $222                           $292,500
  Keith R. Fox((2))                              $196                           $229,500
  Paul K. Freeman                              $10,244                          $255,000
  Kenneth C. Froewiss                            $194                           $226,750
  Richard J. Herring(2)                          $200                           $240,000
  William McClayton((4))                       $10,300                          $257,500
  Rebecca W. Rimel(2)                            $198                           $233,500
  William N. Searcy, Jr.                         $199                           $238,000
  Jean Gleason Stromberg                         $194                           $225,500
  Robert H. Wadsworth                           $9,688                          $273,500
</TABLE>

(1)      The DWS fund complex is composed of 136 funds as of December 31, 2008.

(2)      Aggregate compensation includes amounts paid to the Board Members for
         special meetings of ad hoc committees of the Board in connection with
         the consolidation of the DWS fund boards and various funds, meetings
         for considering fund expense simplification initiatives, and
         consideration of issues specific to the Portfolio's direct shareholders
         (i.e., those shareholders who did not purchase shares through financial
         intermediaries). Such amounts totaled $8,000 for Mr. Becton, $2,000 for
         Ms. Driscoll, $2,000 for Mr. Fox, $2,000 for Dr. Herring and $8,000 for
         Ms. Rimel. These meeting fees were borne by the funds.

(3)      Includes $70,000 in annual retainer fees received by Ms. Driscoll as
         Chairperson of DWS funds.

(4)      Includes $15,000 paid to Mr. McClayton for numerous special meetings of
         an ad hoc committee of the former Chicago Board in connection with
         board consolidation initiatives.

Board Member Ownership in the Portfolio

The following table shows the dollar range of equity securities beneficially
owned by each Board Member in the Portfolio and DWS fund complex as of December
31, 2008.

<TABLE>
<CAPTION>
                                            Dollar Range of Beneficial            Aggregate Dollar Range of
                                                     Ownership               Ownership in all Funds Overseen by
                                              in Government & Agency                    Board Member
Board Member                                   Securities Portfolio              in the DWS Fund Complex(1)
------------                                   --------------------              --------------------------

Independent Board Member:
-------------------------

<S>                                              <C>  <C>                                       <C>
John W. Ballantine                                     None                                Over $100,000
Henry P. Becton, Jr.                                $1 - $10,000                           Over $100,000
Dawn-Marie Driscoll                                    None                                Over $100,000
Keith R. Fox                                           None                                Over $100,000
Paul K. Freeman                                        None                                Over $100,000
Kenneth C. Froewiss                                    None                                Over $100,000
Richard J. Herring                                     None                                Over $100,000
William McClayton                                      None                                Over $100,000
Rebecca W. Rimel                                       None                                Over $100,000
William N. Searcy, Jr.                                 None                                Over $100,000
Jean Gleason Stromberg                                 None                                Over $100,000
Robert H. Wadsworth                                    None                                Over $100,000

Interested Board Member:
------------------------

Axel Schwarzer                                         None                                Over $100,000
</TABLE>

(1)      Securities beneficially owned as defined under the 1934 Act include
         direct and/or indirect ownership of securities where the Board Member's
         economic interest is tied to the securities, employment ownership and
         securities when the Board Member can exert voting power, and when the
         Board Member has authority to sell the securities. The dollar ranges
         are: None, $1-$10,000, $10,001-$50,000, $50,001-$100,000 and over
         $100,000.

Ownership in Securities of the Advisor and Related Companies

As reported to the Portfolio, the information in the following table reflects
ownership by the Independent Board Members and their immediate family members of
certain securities as of December 31, 2008. Immediate family members can be a
spouse, children residing in the same household including step and adoptive
children, and any dependents. The securities represent ownership in the Advisor
or principal underwriter of the Portfolio 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
Portfolio (including Deutsche Bank AG).


<TABLE>
<CAPTION>
                                                                                   Value of        Percent of
                                   Owner and                                     Securities on     Class on an
Independent                     Relationship to                     Title of     an Aggregate       Aggregate
Board Member                      Board Member         Company        Class          Basis            Basis
------------                      ------------         -------        -----          -----            -----

<S>     <C>    <C>    <C>    <C>    <C>    <C>
John W. Ballantine                                      None
Henry P. Becton, Jr.                                    None
Dawn-Marie Driscoll                                     None
Keith R. Fox                                            None
Paul K. Freeman                                         None
Kenneth C. Froewiss                                     None
Richard J. Herring                                      None
William McClayton                                       None
Rebecca W. Rimel                                        None
William N. Searcy, Jr.                                  None
Jean Gleason Stromberg                                  None
Robert H. Wadsworth                                     None
</TABLE>

Securities Beneficially Owned

As of July 7, 2009, the Board Members and officers of the Trust owned, as a
group, less than 1% of the outstanding shares of the Portfolio.

To the best of the Portfolio's knowledge, as of July 7, 2009, no person owned of
record or beneficially 5% or more of any class of the Portfolio's outstanding
shares, except as noted below.

<TABLE>
<CAPTION>
Government & Agency Securities Portfolio
----------------------------------------

Name and Address of Investor Ownership                          Shares                      % of Total Shares
--------------------------------------                          ------                      -----------------

<S>                                                         <C>                       <C>
RIDGE CLEARING & OUTSOURCING SVCS                           320,637,629.03            100% of Capital Assets Funds
NEW YORK NY  10041-0004                                                                          Shares

D A DAVIDSON & CO                                            26,713,199.73                100% of Davidson Cash
TAX-EXEMPT OMNIBUS ACCT #1                                                               Equivalent Plus Shares
ATTN  BETH ANN THELEN
GREAT FALLS MT  59403-5015

D A DAVIDSON & CO                                            25,998,615.45                100%of Davidson Cash
GOVERNMENT SEC OMNIBUS ACCT #1                                                              Equivalent Shares
ATTN  BETH ANN THELEN
GREAT FALLS MT  59403-5015

DEUTSCHE BANK SECURITIES INC                               1,000,000,000.00           7.31% of DWS Government Cash
CUSTOMER SEGREGATED                                                                       Institutional Shares
ATTN JENNIFER WALTER
NEW YORK NY  10005-2836

KNOTFLOAT & CO                                              792,419,056.25            5.79% of DWS Government Cash
C/O STATE STREET BANK                                                                     Institutional Shares
BOSTON MA  02206-5496

AMERICAN EXPRESS CREDIT CORP                                719,000,000.00            5.26% of DWS Government Cash
ATTN VERICK B NORTHRUP                                                                    Institutional Shares
WILMINGTON DE  19801-2919

FIDUCIARY TRUST CO INT'L AS AGENT                           197,255,500.00              60.22% of Government Cash
ATTN MUTUAL FUND PROCESSING                                                                  Managed Shares
ATTN CORPORATE TREASURY
NEW YORK NY  10020-2302

FIDUCIARY TRUST CO INT'L AS AGENT                            69,416,500.00              21.19% of Government Cash
NON COMPENSATION ACCOUNT                                                                     Managed Shares
ATTN CORPORATE TREASURY
NEW YORK NY  10020-2302

LPL FINANCIAL SERVICES                                     3,755,432,079.73          99.24% of Premier Money Market
SAN DIEGO CA  92121-1968                                                                         Shares

MESIROW FINANCIAL INC                                        40,361,466.36              29.71% of Service Shares
CHICAGO IL  60654-4712

FIRST SOUTHWEST COMPANY                                      36,532,453.60              26.89% of Service Shares
DALLAS TX  75201-3852

PERSHING LLC FOR THE EXCLUSIVE                               31,900,048.24              23.48% of Service Shares
BENEFIT OF CUSTOMERS
JERSEY CITY NJ  07399-0001

PENSON FINANCIAL SERVICES                                    25,201,783.04              18.55% of Service Shares
DALLAS TX  75201-4609
</TABLE>


Agreement to Indemnify Independent Trustees 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 Trustees of the Affected Funds, against certain
liabilities the Independent Trustees 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 Trustees 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 Trustees ultimately would not be entitled to indemnification or (2)
for any liability of the Independent Trustees to the Portfolios or their
shareholders to which the Independent Trustee would otherwise be subject by
reason of willful misfeasance, bad faith, gross negligence or reckless disregard
of the Independent Trustee'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
Trustees 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.

                               TRUST ORGANIZATION

Cash Account Trust is an open-end, management investment company, organized as a
business trust under the laws of Massachusetts on March 2, 1990. The Trust may
issue an unlimited number of shares of beneficial interest in one or more series
or portfolios, all having no par value, which may be divided by the Board of
Trustees into classes of shares, subject to compliance with the SEC regulations
permitting the creation of separate classes of shares. The Trust is currently
divided into three series: Money Market Portfolio, Government & Agency
Securities Portfolio and Tax-Exempt Portfolio. Money Market Portfolio is
currently divided into nine classes of shares: Premium Reserve Money Market
Shares, Premier Money Market Shares, Institutional Money Market Shares,
Institutional Select Money Market Shares, Service Shares, Davidson Cash
Equivalent Shares, Davidson Cash Equivalent Plus Shares, Capital Assets Funds
Shares and Capital Assets Funds Preferred Shares. Government & Agency Securities
Portfolio is divided into eight classes of shares: Premier Money Market Shares,
Service Shares, Davidson Cash Equivalent Shares, Davidson Cash Equivalent Plus
Shares, Capital Assets Funds Shares, DWS Government Cash Institutional Shares,
Government Cash Managed Shares and DWS Government & Agency Money Fund.
Tax-Exempt Portfolio is divided into nine classes of shares: Capital Assets
Funds Shares, Davidson Cash Equivalent Shares, Premier Money Market Shares, DWS
Tax-Exempt Cash Institutional Shares, Service Shares, Tax-Exempt Cash Managed
Shares, Tax-Free Investment Class, DWS Tax-Free Money Fund Class S and DWS
Tax-Exempt Money Fund.

The Trustees have the authority to create additional portfolios and to designate
the relative rights and preferences as between the different portfolios. The
Trustees also may authorize the division of shares of a Portfolio into different
classes, which may bear different expenses. All shares issued and outstanding
are fully paid and non-assessable, transferable, have no pre-emptive or
conversion rights and are redeemable as described in the SAI and in the
Portfolios' prospectus. Each share has equal rights with each other share of the
same class of the Portfolio as to voting, dividends, exchanges, conversion
features and liquidation. Shareholders are entitled to one vote for each full
share held and fractional votes for fractional shares held. The Trustees may
also terminate any Portfolio or class by notice to the shareholders without
shareholder approval.

The Trust generally is not required to hold meetings of their shareholders.
Under the Declaration of Trust, however, shareholder meetings will be held in
connection with the following matters: (a) the election or removal of trustees
if a meeting is called for such purpose; (b) the adoption of any contract for
which approval by shareholders is required by the 1940 Act; (c) any termination
of a Portfolio or a class to the extent and as provided in the Declaration of
Trust; (d) certain material amendments of the Declaration of Trust (such as
other than amendments changing the name of a Portfolio, supplying any omission,
curing any ambiguity or curing, correcting or supplementing any defective or
inconsistent provision thereof); and (e) such additional matters as may be
required by law, the Declaration of Trust, the By-laws of a Portfolio, or any
registration of the Trust with the SEC or as the trustees may consider necessary
or desirable. Shareholders also vote upon changes in fundamental investment
policies or restrictions.

The Declaration of Trust provides that obligations of the Trust are not binding
upon the Trustees individually but only upon the property of the Trust, that the
Trustees and officers will not be liable for errors of judgment or mistakes of
fact or law, and that a Trust will indemnify its Trustees and officers against
liabilities and expenses incurred in connection with litigation in which they
may be involved because of their offices with a Trust except if it is determined
in the manner provided in the Declaration of Trust that they have not acted in
good faith in the reasonable belief that their actions were in the best
interests of the Trust. However, nothing in the Declaration of Trust protects or
indemnifies a Trustee or officer against any liability 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 their
office.

Subject to the Declaration of Trust, shareholders may remove trustees. Each
trustee serves until the next meeting of shareholders, if any, called for the
purpose of electing trustees and until the election and qualification of a
successor or until such trustee sooner dies, resigns, retires or is removed by a
majority vote of the shares entitled to vote (as described below) or a majority
of the trustees. In accordance with the 1940 Act (a) the Trust will hold a
shareholder meeting for the election of trustees at such time as less than a
majority of the trustees have been elected by shareholders, and (b) if, as a
result of a vacancy in the Board of Trustees, less than two-thirds of the
trustees have been elected by the shareholders, that vacancy will be filled only
by a vote of the shareholders.

Trustees may be removed from office by a vote of the holders of a majority of
the outstanding shares at a meeting called for that purpose, which meeting shall
be held upon the written request of the holders of not less than 10% of the
outstanding shares. Upon the written request of ten or more shareholders who
have been such for at least six months and who hold shares constituting at least
1% of the outstanding shares of the Trust 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 trustee, the
Trust has undertaken to disseminate appropriate materials at the expense of the
requesting shareholders.

The Declaration of Trust provides that the presence at a shareholder meeting in
person or by proxy of at least 30% of the shares entitled to vote on a matter
shall constitute a quorum. Thus, a meeting of shareholders of a Portfolio could
take place even if less than a majority of the shareholders were represented on
its scheduled date. Shareholders would in such a case be permitted to take
action which does not require a larger vote than a majority of a quorum, such as
the election of trustees and ratification of the selection of auditors. Some
matters requiring a larger vote under the Declaration of Trust, such as
termination or reorganization of a Portfolio and certain amendments of the
Declaration of Trust, would not be affected by this provision; nor would matters
which under the 1940 Act require the vote of a "majority of the outstanding
voting securities" as defined in the 1940 Act.

The Declaration of Trust specifically authorizes the Board of Trustees to
terminate the Trust (or any Portfolio or class) by notice to the shareholders
without shareholder approval.

Under Massachusetts law, shareholders of a Massachusetts business trust could,
under certain circumstances, be held personally liable for obligations of the
Trust. The Declaration of Trust, however, disclaims shareholder liability for
acts or obligations of the Trust and requires that notice of such disclaimer be
given in each agreement, obligation, or instrument entered into or executed by
the Trust or the trustees. Moreover, the Declaration of Trust provides for
indemnification out of Trust property for all losses and expenses of any
shareholder held personally liable for the obligations of the Trust and the
Trust may be covered by insurance. Thus, the risk of a shareholder incurring
financial loss on account of shareholder liability is considered by the Advisor
remote and not material, since it is limited to circumstances in which a
disclaimer is inoperative and the Trust itself is unable to meet its
obligations.

                             PROXY VOTING GUIDELINES

The Portfolio has delegated proxy voting responsibilities to the Advisor,
subject to the Board's general oversight. The Advisor votes proxies pursuant to
the proxy voting policy and guidelines set forth in Appendix A to this SAI.

You may obtain information about how a fund voted proxies related to its
portfolio securities during the 12-month period ended June 30 by visiting the
Securities and Exchange Commission's Web site at www.sec.gov or by visiting our
Web site at: www.dws-investments.com (click on "proxy voting" at the bottom of
the page).

                              FINANCIAL STATEMENTS

The financial statements, including the portfolio of investments of Government &
Agency Securities Portfolio for DWS Government Cash Institutional Shares and
Government Cash Managed Shares, together with the Report of Independent
Registered Public Accounting Firm, Financial Highlights and notes to financial
statements in the Annual Report to the Shareholders of the Portfolio for DWS
Government Cash Institutional Shares and Government Cash Managed Shares dated
April 30, 2009 are incorporated herein by reference and are hereby deemed to be
a part of this combined SAI.

                             ADDITIONAL INFORMATION

The CUSIP number of Government & Agency Securities Portfolio's Managed Shares is
147539662

The CUSIP number of Government & Agency Securities Portfolio's Institutional
Shares is 147539670.

The Portfolio has a fiscal year end of April 30.

The Portfolio's prospectus and this SAI omit certain information contained in
the Registration Statement which the Portfolio 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 Portfolio and the
securities offered hereby. This Registration Statement and its amendments are
available for inspection by the public at the SEC in Washington, D.C.


                      APPENDIX A -- PROXY VOTING GUIDELINES

       Deutsche Asset Management ("AM") Proxy Voting Policy and Guidelines


I.       INTRODUCTION

AM has adopted and implemented the following policies and procedures, which it
believes are reasonably designed to ensure that proxies are voted in the best
economic interest of clients, in accordance with its fiduciary duties and local
regulation. These Proxy Voting Policies, Procedures and Guidelines shall apply
to all accounts managed by US domiciled advisers and to all US client accounts
managed by non US regional offices. Non US regional offices are required to
maintain procedures and to vote proxies as may be required by law on behalf of
their non US clients. In addition, AM's proxy policies reflect the fiduciary
standards and responsibilities for ERISA accounts.

The attached guidelines represent a set of global recommendations that were
determined by the Global Proxy Voting Sub-Committee ("the GPVSC"). These
guidelines were developed to provide AM with a comprehensive list of
recommendations that represent how AM will generally vote proxies for its
clients. The recommendations derived from the application of these guidelines
are not intended to influence the various AM legal entities either directly or
indirectly by parent or affiliated companies. In addition, the organizational
structures and documents of the various AM legal entities allows, where
necessary or appropriate, the execution by individual AM subsidiaries of the
proxy voting rights independently of any DB parent or affiliated company. This
applies in particular to non U.S. fund management companies. The individuals
that make proxy voting decisions are also free to act independently, subject to
the normal and customary supervision by the management/boards of these AM legal
entities.


II.      AM'S PROXY VOTING RESPONSIBILITIES

Proxy votes are the property of AM's advisory clients.(1) As such, AM's
authority and responsibility to vote such proxies depend upon its contractual
relationships with its clients. AM has delegated responsibility for effecting
its advisory clients' proxy votes to Institutional Shareholder Services ("ISS"),
an independent third-party proxy voting specialist. ISS votes AM's advisory
clients' proxies in accordance with AM's proxy guidelines or AM's specific
instructions. Where a client has given specific instructions as to how a proxy
should be voted, AM will notify ISS to carry out those instructions. Where no
specific instruction exists, AM will follow the procedures in voting the proxies
set forth in this document. Certain Taft-Hartley clients may direct AM to have
ISS vote their proxies in accordance with Taft Hartley voting Guidelines

_____________________

(1)      For purposes of these Policies and Procedures, "clients" refers to
         persons or entities: for which AM serves as investment adviser or
         sub-adviser; for which AM votes proxies; and that have an economic or
         beneficial ownership interest in the portfolio securities of issuers
         soliciting such proxies.

Clients may in certain instances contract with their custodial agent and notify
AM that they wish to engage in securities lending transactions. In such cases,
it is the responsibility of the custodian to deduct the number of shares that
are on loan so that they do not get voted twice.


III.     POLICIES

1.       Proxy voting activities are conducted in the best economic interest of
         clients

AM has adopted the following policies and procedures to ensure that proxies are
voted in accordance with the best economic interest of its clients, as
determined by AM in good faith after appropriate review.

2.       The Global Proxy Voting Sub-Committee

The Global Proxy Voting Sub-Committee (the "GPVSC") is an internal working group
established by the applicable AM's Investment Risk Oversight Committee pursuant
to a written charter. The GPVSC is responsible for overseeing AM's proxy voting
activities, including:

(i)    adopting, monitoring and updating guidelines, attached as Exhibit A (the
       "Guidelines"), that provide how AM will generally vote proxies pertaining
       to a comprehensive list of common proxy voting matters;

(ii)   voting proxies where (A) the issues are not covered by specific client
       instruction or the Guidelines; (B) the Guidelines specify that the issues
       are to be determined on a case-by-case basis; or (C) where an exception
       to the Guidelines may be in the best economic interest of AM's clients;
       and

(iii)  monitoring the Proxy Vendor Oversight's proxy voting activities (see
       below).

AM's Proxy Vendor Oversight, a function of AM's Operations Group, is responsible
for coordinating with ISS to administer AM's proxy voting process and for voting
proxies in accordance with any specific client instructions or, if there are
none, the Guidelines, and overseeing ISS' proxy responsibilities in this regard.

3.       Availability of Proxy Voting Policies and Procedures and proxy voting
         record

Copies of these Policies and Procedures, as they may be updated from time to
time, are made available to clients as required by law and otherwise at AM's
discretion. Clients may also obtain information on how their proxies were voted
by AM as required by law and otherwise at AM's discretion; however, AM must not
selectively disclose its investment company clients' proxy voting records. The
Proxy Vendor Oversight will make proxy voting reports available to advisory
clients upon request. The investment companies' proxy voting records will be
disclosed to shareholders by means of publicly-available annual filings of each
company's proxy voting record for 12-month periods ended June 30 (see
"Recordkeeping" below), if so required by relevant law.


IV.      PROCEDURES

The key aspects of AM's proxy voting process are as follows:

1.       The GPVSC's Proxy Voting Guidelines

The Guidelines set forth the GPVSC's standard voting positions on a
comprehensive list of common proxy voting matters. The GPVSC has developed, and
continues to update the Guidelines based on consideration of current corporate
governance principles, industry standards, client feedback, and the impact of
the matter on issuers and the value of the investments.

The GPVSC will review the Guidelines as necessary to support the best economic
interests of AM's clients and, in any event, at least annually. The GPVSC will
make changes to the Guidelines, whether as a result of the annual review or
otherwise, taking solely into account the best economic interests of clients.
Before changing the Guidelines, the GPVSC will thoroughly review and evaluate
the proposed change and the reasons therefore, and the GPVSC Chair will ask
GPVSC members whether anyone outside of the AM organization (but within Deutsche
Bank and its affiliates) or any entity that identifies itself as a AM advisory
client has requested or attempted to influence the proposed change and whether
any member has a conflict of interest with respect to the proposed change. If
any such matter is reported to the GPVSC Chair, the Chair will promptly notify
the Conflicts of Interest Management Sub-Committee (see below) and will defer
the approval, if possible. Lastly, the GPVSC will fully document its rationale
for approving any change to the Guidelines.

The Guidelines may reflect a voting position that differs from the actual
practices of the public company(ies) within the Deutsche Bank organization or of
the investment companies for which AM or an affiliate serves as investment
adviser or sponsor. Investment companies, particularly closed-end investment
companies, are different from traditional operating companies. These differences
may call for differences in voting positions on the same matter. Further, the
manner in which AM votes investment company proxies may differ from proposals
for which a AM-advised or sponsored investment company solicits proxies from its
shareholders. As reflected in the Guidelines, proxies solicited by closed-end
(and open-end) investment companies are generally voted in accordance with the
pre-determined guidelines of ISS. See Section IV.3.B.

Funds ("Underlying Funds") in which Topiary Fund Management Fund of Funds (each,
a "Fund") invest, may from time to time seek to revise their investment terms
(i.e. liquidity, fees, etc.) or investment structure. In such event, the
Underlying Funds may require approval/consent from its investors to effect the
relevant changes. Topiary Fund Management has adopted Proxy Voting Procedures
which outline the process for these approvals.

2.       Specific proxy voting decisions made by the GPVSC

The Proxy Vendor Oversight will refer to the GPVSC all proxy proposals (i) that
are not covered by specific client instructions or the Guidelines; or (ii) that,
according to the Guidelines, should be evaluated and voted on a case-by-case
basis.

Additionally, if, the Proxy Vendor Oversight, the GPVSC Chair or any member of
the GPVSC, a portfolio manager, a research analyst or a sub-adviser believes
that voting a particular proxy in accordance with the Guidelines may not be in
the best economic interests of clients, that individual may bring the matter to
the attention of the GPVSC Chair and/or the Proxy Vendor Oversight.(2)

_____________________

(2)      The Proxy Vendor Oversight generally monitors upcoming proxy
         solicitations for heightened attention from the press or the industry
         and for novel or unusual proposals or circumstances, which may prompt
         the Proxy Vendor Oversight to bring the solicitation to the attention
         of the GPVSC Chair. AM portfolio managers, AM research analysts and
         sub-advisers also may bring a particular proxy vote to the attention of
         the GPVSC Chair, as a result of their ongoing monitoring of portfolio
         securities held by advisory clients and/or their review of the periodic
         proxy voting record reports that the GPVSC Chair distributes to AM
         portfolio managers and AM research analysts.

If the Proxy Vendor Oversight refers a proxy proposal to the GPVSC or the GPVSC
determines that voting a particular proxy in accordance with the Guidelines is
not in the best economic interests of clients, the GPVSC will evaluate and vote
the proxy, subject to the procedures below regarding conflicts.

The GPVSC endeavors to hold meetings to decide how to vote particular proxies
sufficiently before the voting deadline so that the procedures below regarding
conflicts can be completed before the GPVSC's voting determination.

3.       Certain proxy votes may not be cast

In some cases, the GPVSC may determine that it is in the best economic interests
of its clients not to vote certain proxies. If the conditions below are met with
regard to a proxy proposal, AM will abstain from voting:

o        Neither the Guidelines nor specific client instructions cover an issue;

o        ISS does not make a recommendation on the issue;

o        The GPVSC cannot convene on the proxy proposal at issue to make a
         determination as to what would be in the client's best interest. (This
         could happen, for example, if the Conflicts of Interest Management
         Sub-committee found that there was a material conflict or if despite
         all best efforts being made, the GPVSC quorum requirement could not be
         met).

In addition, it is AM's policy not to vote proxies of issuers subject to laws of
those jurisdictions that impose restrictions upon selling shares after proxies
are voted, in order to preserve liquidity. In other cases, it may not be
possible to vote certain proxies, despite good faith efforts to do so. For
example, some jurisdictions do not provide adequate notice to shareholders so
that proxies may be voted on a timely basis. Voting rights on securities that
have been loaned to third-parties transfer to those third-parties, with loan
termination often being the only way to attempt to vote proxies on the loaned
securities. Lastly, the GPVSC may determine that the costs to the client(s)
associated with voting a particular proxy or group of proxies outweighs the
economic benefits expected from voting the proxy or group of proxies.

The Proxy Vendor Oversight will coordinate with the GPVSC Chair regarding any
specific proxies and any categories of proxies that will not or cannot be voted.
The reasons for not voting any proxy shall be documented.

4.       Conflict of Interest Procedures

A. Procedures to Address Conflicts of Interest and Improper Influence

Overriding Principle. In the limited circumstances where the GPVSC votes
proxies,(3) the GPVSC will vote those proxies in accordance with what it, in
good faith, determines to be the best economic interests of AM's clients.(4)

_____________________

(3)      As mentioned above, the GPVSC votes proxies (i) where neither a
         specific client instruction nor a Guideline directs how the proxy
         should be voted, (ii) where the Guidelines specify that an issue is to
         be determined on a case by case basis or (iii) where voting in
         accordance with the Guidelines may not be in the best economic
         interests of clients.

(4)      The Proxy Vendor Oversight, who serves as the non-voting secretary of
         the GPVSC, may receive routine calls from proxy solicitors and other
         parties interested in a particular proxy vote. Any contact that
         attempts to exert improper pressure or influence shall be reported to
         the Conflicts of Interest Management Sub-Committee.

Independence of the GPVSC. As a matter of Compliance policy, the GPVSC and the
Proxy Vendor Oversight are structured to be independent from other parts of
Deutsche Bank. Members of the GPVSC and the employee responsible for Proxy
Vendor Oversight are employees of AM. As such, they may not be subject to the
supervision or control of any employees of Deutsche Bank Corporate and
Investment Banking division ("CIB"). Their compensation cannot be based upon
their contribution to any business activity outside of AM without prior approval
of Legal and Compliance. They can have no contact with employees of Deutsche
Bank outside of the Private Client and Asset Management division ("PCAM")
regarding specific clients, business matters or initiatives without the prior
approval of Legal and Compliance. They furthermore may not discuss proxy votes
with any person outside of AM (and within AM only on a need to know basis).

Conflict Review Procedures. There will be a committee (the "Conflicts of
Interest Management Sub-Committee") established within AM that will monitor for
potential material conflicts of interest in connection with proxy proposals that
are to be evaluated by the GPVSC. Promptly upon a determination that a vote
shall be presented to the GPVSC, the GPVSC Chair shall notify the Conflicts of
Interest Management Sub-Committee. The Conflicts of Interest Management
Sub-Committee shall promptly collect and review any information deemed
reasonably appropriate to evaluate, in its reasonable judgment, if AM or any
person participating in the proxy voting process has, or has the appearance of,
a material conflict of interest. For the purposes of this policy, a conflict of
interest shall be considered "material" to the extent that a reasonable person
could expect the conflict to influence, or appear to influence, the GPVSC's
decision on the particular vote at issue. GPVSC should provide the Conflicts of
Interest Management Sub-Committee a reasonable amount of time (no less than 24
hours) to perform all necessary and appropriate reviews. To the extent that a
conflicts review can not be sufficiently completed by the Conflicts of Interest
Management Sub-Committee the proxies will be voted in accordance with the
standard guidelines.

The information considered by the Conflicts of Interest Management Sub-Committee
may include without limitation information regarding (i) AM client
relationships; (ii) any relevant personal conflict known by the Conflicts of
Interest Management Sub-Committee or brought to the attention of that
sub-committee; (iii) and any communications with members of the GPVSC (or anyone
participating or providing information to the GPVSC) and any person outside of
the AM organization (but within Deutsche Bank and its affiliates) or any entity
that identifies itself as a AM advisory client regarding the vote at issue. In
the context of any determination, the Conflicts of Interest Management
Sub-Committee may consult with, and shall be entitled to rely upon, all
applicable outside experts, including legal counsel.

Upon completion of the investigation, the Conflicts of Interest Management
Sub-Committee will document its findings and conclusions. If the Conflicts of
Interest Management Sub-Committee determines that (i) AM has a material conflict
of interest that would prevent it from deciding how to vote the proxies
concerned without further client consent or (ii) certain individuals should be
recused from participating in the proxy vote at issue, the Conflicts of Interest
Management Sub-Committee will so inform the GPVSC chair.

If notified that AM has a material conflict of interest as described above, the
GPVSC chair will obtain instructions as to how the proxies should be voted
either from (i) if time permits, the effected clients, or (ii) in accordance
with the standard guidelines. If notified that certain individuals should be
recused from the proxy vote at issue, the GPVSC Chair shall do so in accordance
with the procedures set forth below.

Note: Any AM employee who becomes aware of a potential, material conflict of
interest in respect of any proxy vote to be made on behalf of clients shall
notify Compliance. Compliance shall call a meeting of the conflict review
committee to evaluate such conflict and determine a recommended course of
action.

Procedures to be followed by the GPVSC. At the beginning of any discussion
regarding how to vote any proxy, the GPVSC Chair (or his or her delegate) will
inquire as to whether any GPVSC member (whether voting or ex officio) or any
person participating in the proxy voting process has a personal conflict of
interest or has actual knowledge of an actual or apparent conflict that has not
been reported to the Conflicts of Interest Management Sub-Committee.

The GPVSC Chair also will inquire of these same parties whether they have actual
knowledge regarding whether any director, officer or employee outside of the AM
organization (but within Deutsche Bank and its affiliates) or any entity that
identifies itself as a AM advisory client, has: (i) requested that AM, the Proxy
Vendor Oversight (or any member thereof) or a GPVSC member vote a particular
proxy in a certain manner; (ii) attempted to influence AM, the Proxy Vendor
Oversight (or any member thereof), a GPVSC member or any other person in
connection with proxy voting activities; or (iii) otherwise communicated with a
GPVSC member or any other person participating or providing information to the
GPVSC regarding the particular proxy vote at issue, and which incident has not
yet been reported to the Conflicts of Interest Management Sub- Committee.

If any such incidents are reported to the GPVSC Chair, the Chair will promptly
notify the Conflicts of Interest Management Sub-Committee and, if possible, will
delay the vote until the Conflicts of Interest Management Sub-Committee can
complete the conflicts report. If a delay is not possible, the Conflicts of
Interest Management Sub-Committee will instruct the GPVSC whether anyone should
be recused from the proxy voting process, or whether AM should vote the proxy in
accordance with the standard guidelines, seek instructions as to how to vote the
proxy at issue from ISS or, if time permits, the effected clients. These
inquiries and discussions will be properly reflected in the GPVSC's minutes.

Duty to Report. Any AM employee, including any GPVSC member (whether voting or
ex officio), that is aware of any actual or apparent conflict of interest
relevant to, or any attempt by any person outside of the AM organization (but
within Deutsche Bank and its affiliates) or any entity that identifies itself as
a AM advisory client to influence, how AM votes its proxies has a duty to
disclose the existence of the situation to the GPVSC Chair (or his or her
designee) and the details of the matter to the Conflicts of Interest Management
Sub-Committee. In the case of any person participating in the deliberations on a
specific vote, such disclosure should be made before engaging in any activities
or participating in any discussion pertaining to that vote.

Recusal of Members. The GPVSC will recuse from participating in a specific proxy
vote any GPVSC members (whether voting or ex officio) and/or any other person
who (i) are personally involved in a material conflict of interest; or (ii) who,
as determined by the Conflicts of Interest Management Sub-Committee, have actual
knowledge of a circumstance or fact that could effect their independent
judgment, in respect of such vote. The GPVSC will also exclude from
consideration the views of any person (whether requested or volunteered) if the
GPVSC or any member thereof knows, or if the Conflicts of Interest Management
Sub-Committee has determined, that such other person has a material conflict of
interest with respect to the particular proxy, or has attempted to influence the
vote in any manner prohibited by these policies.

If, after excluding all relevant GPVSC voting members pursuant to the paragraph
above, there are three or more GPVSC voting members remaining, those remaining
GPVSC members will determine how to vote the proxy in accordance with these
Policies and Procedures. If there are fewer than three GPVSC voting members
remaining, the GPVSC Chair will vote the proxy in accordance with the standard
guidelines, will obtain instructions as to how to have the proxy voted from, if
time permits, the effected clients and otherwise from ISS.

B.       Investment Companies and Affiliated Public Companies

Investment Companies. As reflected in the Guidelines, all proxies solicited by
open-end and closed-end investment companies are voted in accordance with the
pre-determined guidelines of ISS, unless the investment company client directs
AM to vote differently on a specific proxy or specific categories of proxies.
However, regarding investment companies for which AM or an affiliate serves as
investment adviser or principal underwriter, such proxies are voted in the same
proportion as the vote of all other shareholders (i.e., "mirror" or "echo"
voting). Master fund proxies solicited from feeder funds are voted in accordance
with applicable provisions of Section 12 of the Investment Company Act of 1940.

Subject to participation agreements with certain Exchange Traded Funds ("ETF")
issuers that have received exemptive orders from the U.S. Securities and
Exchange Commission allowing investing DWS funds to exceed the limits set forth
in Section 12(d)(1)(A) and (B) of the Investment Company Act of 1940, DeAM will
echo vote proxies for ETFs in which Deutsche Bank holds more than 25% of
outstanding voting shares globally when required to do so by participation
agreements and SEC orders.

Affiliated Public Companies. For proxies solicited by non-investment company
issuers of or within the Deutsche Bank organization, e.g., Deutsche bank itself,
these proxies will be voted in the same proportion as the vote of other
shareholders (i.e., "mirror" or "echo" voting).

Note: With respect to the QP Trust (not registered under the Investment Company
Act of 1940), the Fund is not required to engage in echo voting and the
investment adviser will use these Guidelines, and may determine, with respect to
the QP Trust, to vote contrary to the positions in the Guidelines, consistent
with the Fund's best interest.

C.       Other Procedures That Limit Conflicts of Interest

AM and other entities in the Deutsche Bank organization have adopted a number of
policies, procedures and internal controls that are designed to avoid various
conflicts of interest, including those that may arise in connection with proxy
voting, including:

o        Deutsche Bank Americas Restricted Activities Policy. This policy
         provides for, among other things, independence of AM employees from
         CIB, and information barriers between AM and other affiliates.
         Specifically, no AM employee may be subject to the supervision or
         control of any employee of CIB. No AM employee shall have his or her
         compensation based upon his or her contribution to any business
         activity within the Bank outside of the business of AM, without the
         prior approval of Legal or Compliance. Further, no employee of CIB
         shall have any input into the compensation of a AM employee without the
         prior approval of Legal or Compliance. Under the information barriers
         section of this policy, as a general rule, AM employees who are
         associated with the investment process should have no contact with
         employees of Deutsche Bank or its affiliates, outside of PCAM,
         regarding specific clients, business matters, or initiatives. Further,
         under no circumstances should proxy votes be discussed with any
         Deutsche Bank employee outside of AM (and should only be discussed on a
         need-to-know basis within AM).

Other relevant internal policies include the Deutsche Bank Americas Code of
Professional Conduct, the Deutsche Asset Management Information Sharing
Procedures, the Deutsche Asset Management Code of Ethics, the Sarbanes-Oxley
Senior Officer Code of Ethics, and the Deutsche Bank Group Code of Conduct. The
GPVSC expects that these policies, procedures and internal controls will greatly
reduce the chance that the GPVSC (or, its members) would be involved in, aware
of or influenced by, an actual or apparent conflict of interest.


V.       RECORDKEEPING

At a minimum, the following types of records must be properly maintained and
readily accessible in order to evidence compliance with this policy.

o        AM will maintain a record of each vote cast by AM that includes among
         other things, company name, meeting date, proposals presented, vote
         cast and shares voted.

o        The Proxy Vendor Oversight maintains records for each of the proxy
         ballots it votes. Specifically, the records include, but are not
         limited to:

         -        The proxy statement (and any additional solicitation
                  materials) and relevant portions of annual statements.

         -        Any additional information considered in the voting process
                  that may be obtained from an issuing company, its agents or
                  proxy research firms.

         -        Analyst worksheets created for stock option plan and share
                  increase analyses.

         -        Proxy Edge print-screen of actual vote election.

o        AM will retain these Policies and Procedures and the Guidelines; will
         maintain records of client requests for proxy voting information; and
         will retain any documents the Proxy Vendor Oversight or the GPVSC
         prepared that were material to making a voting decision or that
         memorialized the basis for a proxy voting decision.

o        The GPVSC also will create and maintain appropriate records documenting
         its compliance with these Policies and Procedures, including records of
         its deliberations and decisions regarding conflicts of interest and
         their resolution.

o        With respect to AM's investment company clients, ISS will create and
         maintain records of each company's proxy voting record for 12-month
         periods ended June 30. AM will compile the following information for
         each matter relating to a portfolio security considered at any
         shareholder meeting held during the period covered by the report and
         with respect to which the company was entitled to vote:

         -        The name of the issuer of the portfolio security;

         -        The exchange ticker symbol of the portfolio security (if
                  symbol is available through reasonably practicable means);

         -        The Council on Uniform Securities Identification Procedures
                  number for the portfolio security (if the number is available
                  through reasonably practicable means);

         -        The shareholder meeting date;

         -        A brief identification of the matter voted on;

         -        Whether the matter was proposed by the issuer or by a security
                  holder;

         -        Whether the company cast its vote on the matter;

         -        How the company cast its vote (e.g., for or against proposal,
                  or abstain; for or withhold regarding election of directors);
                  and

         -        Whether the company cast its vote for or against management.

Note: This list is intended to provide guidance only in terms of the records
that must be maintained in accordance with this policy. In addition, please note
that records must be maintained in accordance with the applicable AM Records
Management Policy.

With respect to electronically stored records, "properly maintained" is defined
as complete, authentic (unalterable) usable and backed-up. At a minimum, records
should be retained for a period of not less than six years (or longer, if
necessary to comply with applicable regulatory requirements), the first three
years in an appropriate AM office.


VI.      THE GPVSC'S OVERSIGHT ROLE

In addition to adopting the Guidelines and making proxy voting decisions on
matters referred to it as set forth above, the GPVSC will monitor the proxy
voting process by reviewing summary proxy information presented by ISS. The
GPVSC will use this review process to determine, among other things, whether any
changes should be made to the Guidelines. This review will take place at least
quarterly and will be documented in the GPVSC's minutes.


Attachment A - Global Proxy Voting Guidelines







                            Deutsche Asset Management

                         Global Proxy Voting Guidelines



                             As Amended October 2008


                                [GRAPHIC OMITTED]
Table of contents

I        Board Of Directors And Executives

         A        Election Of Directors

         B        Classified Boards Of Directors

         C        Board And Committee Independence

         D        Liability And Indemnification Of Directors

         E        Qualifications Of Directors

         F        Removal Of Directors And Filling Of Vacancies

         G        Proposals To Fix The Size Of The Board

         H        Proposals to Restrict Chief Executive Officer's Service on

                  Multiple Boards

         I        Proposals to Restrict Supervisory Board Members Service on

                  Multiple Boards

         J        Proposals to Establish Audit Committees

II       Capital Structure

         A        Authorization Of Additional Shares

         B        Authorization Of "Blank Check" Preferred Stock

         C        Stock Splits/Reverse Stock Splits

         D        Dual Class/Supervoting Stock

         E        Large Block Issuance

         F        Recapitalization Into A Single Class Of Stock

         G        Share Repurchases

         H        Reductions In Par Value

III      Corporate Governance Issues

         A        Confidential Voting

         B        Cumulative Voting

         C        Supermajority Voting Requirements

         D        Shareholder Right To Vote

IV       Compensation

         A        Establishment of a Remuneration Committee

         B        Executive And Director Stock Option Plans

         C        Employee Stock Option/Purchase Plans

         D        Golden Parachutes

         E        Proposals To Limit Benefits Or Executive Compensation

         F        Option Expensing

         G        Management board election and motion

         H        Remuneration (variable pay)

         I        Long-term incentive plans

         J        Shareholder Proposals Concerning "Pay For Superior
                  Performance"

         K        Executive Compensation Advisory

V        Anti-Takeover Related Issues

         A        Shareholder Rights Plans ("Poison Pills")

         B        Reincorporation

         C        Fair-Price Proposals

         D        Exemption From State Takeover Laws

         E        Non-Financial Effects Of Takeover Bids

VI       Mergers & Acquisitions

VII      Social & Political Issues

         A        Labor & Human Rights

         B        Diversity & Equality

         C        Health & Safety

         D        Government/Military

         E        Tobacco

VIII     Environmental Issues

IX       Miscellaneous Items

         A        Ratification Of Auditors

         B        Limitation Of Non-Audit Services Provided By Independent
                  Auditor

         C        Audit Firm Rotation

         D        Transaction Of Other Business

         E        Motions To Adjourn The Meeting

         F        Bundled Proposals

         G        Change Of Company Name

         H        Proposals Related To The Annual Meeting

         I        Reimbursement Of Expenses Incurred From Candidate Nomination

         J        Investment Company Proxies

         K        International Proxy Voting


These Guidelines may reflect a voting position that differs from the actual
practices of the public company (ies) within the Deutsche Bank organization or
of the investment companies for which AM or an affiliate serves as investment
adviser or sponsor.

NOTE: Because of the unique structure and regulatory scheme applicable to
closed-end investment companies, the voting guidelines (particularly those
related to governance issues) generally will be inapplicable to holdings of
closed-end investment companies. As a result, determinations on the appropriate
voting recommendation for closed-end investment company shares will be made on a
case-by-case basis.


I.       Board of Directors and Executives

A.       Election of Directors

Routine: AM Policy is to vote "for" the uncontested election of directors. Votes
for a director in an uncontested election will be withheld in cases where a
director has shown an inability to perform his/her duties in the best interests
of the shareholders.

Proxy contest: In a proxy contest involving election of directors, a
case-by-case voting decision will be made based upon analysis of the issues
involved and the merits of the incumbent and dissident slates of directors. AM
will incorporate the decisions of a third party proxy research vendor,
currently, Institutional Shareholder Services ("ISS") subject to review by the
Proxy Voting Sub-Committee (GPVSC) as set forth in the AM's Proxy Voting
Policies and Procedures.

Rationale: The large majority of corporate directors fulfill their fiduciary
obligation and in most cases support for management's nominees is warranted. As
the issues relevant to a contested election differ in each instance, those cases
must be addressed as they arise.

B.       Classified Boards of Directors

AM policy is to vote against proposals to classify the board and for proposals
to repeal classified boards and elect directors annually.

Rationale: Directors should be held accountable on an annual basis. By
entrenching the incumbent board, a classified board may be used as an
anti-takeover device to the detriment of the shareholders in a hostile take-over
situation.

C.       Board and Committee Independence

AM policy is to vote:

1.       "For" proposals that require that a certain percentage (majority up to
         66 2/3%) of members of a board of directors be comprised of independent
         or unaffiliated directors.

2.       "For" proposals that require all members of a company's compensation,
         audit, nominating, or other similar committees be comprised of
         independent or unaffiliated directors.

3.       "Against" shareholder proposals to require the addition of special
         interest, or constituency, representatives to boards of directors.

4.       "For" separation of the Chairman and CEO positions.

5.       "Against" proposals that require a company to appoint a Chairman who is
         an independent director.

Rationale: Board independence is a cornerstone of effective governance and
accountability. A board that is sufficiently independent from management assures
that shareholders' interests are adequately represented. However, the Chairman
of the board must have sufficient involvement in and experience with the
operations of the company to perform the functions required of that position and
lead the company.

No director qualifies as 'independent' unless the board of directors
affirmatively determines that the director has no material relationship with the
listed company (either directly or as a partner, shareholder or officer of an
organization that has a relationship with the company).

Whether a director is in fact not "independent" will depend on the laws and
regulations of the primary market for the security and the exchanges, if any, on
which the security trades.

D.       Liability and Indemnification of Directors

AM policy is to vote "for" management proposals to limit directors' liability
and to broaden the indemnification of directors, unless broader indemnification
or limitations on directors' liability would effect shareholders' interests in
pending litigation.

Rationale: While shareholders want directors and officers to be responsible for
their actions, it is not in the best interests of the shareholders for them to
be to risk averse. If the risk of personal liability is too great, companies may
not be able to find capable directors willing to serve. We support expanding
coverage only for actions taken in good faith and not for serious violations of
fiduciary obligation or negligence.

E.       Qualifications of Directors

AM policy is to follow management's recommended vote on either management or
shareholder proposals that set retirement ages for directors or require specific
levels of stock ownership by directors.

Rationale: As a general rule, the board of directors, and not the shareholders,
is most qualified to establish qualification policies.

F.       Removal of Directors and Filling of Vacancies

AM policy is to vote "against" proposals that include provisions that directors
may be removed only for cause or proposals that include provisions that only
continuing directors may fill board vacancies.

Rationale: Differing state statutes permit removal of directors with or without
cause. Removal of directors for cause usually requires proof of self-dealing,
fraud or misappropriation of corporate assets, limiting shareholders' ability to
remove directors except under extreme circumstances. Removal without cause
requires no such showing.

Allowing only incumbent directors to fill vacancies can serve as an
anti-takeover device, precluding shareholders from filling the board until the
next regular election.

G.       Proposals to Fix the Size of the Board

AM policy is to vote:

1.       "For" proposals to fix the size of the board unless: (a) no specific
         reason for the proposed change is given; or (b) the proposal is part of
         a package of takeover defenses.

2.       "Against" proposals allowing management to fix the size of the board
         without shareholder approval.

Rationale: Absent danger of anti-takeover use, companies should be granted a
reasonable amount of flexibility in fixing the size of its board.

H.       Proposals to Restrict Chief Executive Officer's Service on Multiple
         Boards

AM policy is to vote "For" proposals to restrict a Chief Executive Officer from
serving on more than three outside boards of directors.

Rationale: Chief Executive Officer must have sufficient time to ensure that
shareholders' interests are represented adequately.

Note: A director's service on multiple closed-end fund boards within a fund
complex are treated as service on a single Board for the purpose of the proxy
voting guidelines.

I.       Proposals to Restrict Supervisory Board Members Service on Multiple
         Boards (For FFT Securities)

AM policy is to vote "for" proposals to restrict a Supervisory Board Member from
serving on more than five supervisory boards.

Rationale: We consider a strong, independent and knowledgeable supervisory board
as important counter-balance to executive management to ensure that the
interests of shareholders are fully reflected by the company.

Full information should be disclosed in the annual reports and accounts to allow
all shareholders to judge the success of the supervisory board controlling their
company.

Supervisory Board Member must have sufficient time to ensure that shareholders'
interests are represented adequately.

Note: A director's service on multiple closed-end fund boards within a fund
complex are treated as service on a single Board for the purpose of the proxy
voting guidelines.

J.       Proposals to Establish Audit Committees (For FFT and U.S. Securities)
         AM policy is to vote "for" proposals that require the establishment of
         audit committees.

Rationale: The audit committee should deal with accounting and risk management
related questions, verifies the independence of the auditor with due regard to
possible conflicts of interest. It also should determine the procedure of the
audit process.


II.      Capital Structure

A.       Authorization of Additional Shares (For U.S. Securities)

AM policy is to vote "for" proposals to increase the authorization of existing
classes of stock that do not exceed a 3:1 ratio of shares authorized to shares
outstanding for a large cap company, and do not exceed a 4:1 ratio of shares
authorized to shares outstanding for a small-midcap company (companies having a
market capitalization under one billion U.S. dollars.).

Rationale: While companies need an adequate number of shares in order to carry
on business, increases requested for general financial flexibility must be
limited to protect shareholders from their potential use as an anti-takeover
device. Requested increases for specifically designated, reasonable business
purposes (stock split, merger, etc.) will be considered in light of those
purposes and the number of shares required.

B.       Authorization of "Blank Check" Preferred Stock (For U.S. Securities)

AM policy is to vote:

1.   "Against" proposals to create blank check preferred stock or to increase
     the number of authorized shares of blank check preferred stock unless the
     company expressly states that the stock will not be used for anti-takeover
     purposes and will not be issued without shareholder approval.

2.   "For" proposals mandating shareholder approval of blank check stock
     placement.

Rationale: Shareholders should be permitted to monitor the issuance of classes
of preferred stock in which the board of directors is given unfettered
discretion to set voting, dividend, conversion and other rights for the shares
issued.

C.       Stock Splits/Reverse Stock Splits

AM policy is to vote "for" stock splits if a legitimate business purpose is set
forth and the split is in the shareholders' best interests. A vote is cast "for"
a reverse stock split only if the number of shares authorized is reduced in the
same proportion as the reverse split or if the effective increase in authorized
shares (relative to outstanding shares) complies with the proxy guidelines for
common stock increases (see, Section II.A, above.)

Rationale: Generally, stock splits do not detrimentally effect shareholders.
Reverse stock splits, however, may have the same result as an increase in
authorized shares and should be analyzed accordingly.

D.       Dual Class/Supervoting Stock

AM policy is to vote "against" proposals to create or authorize additional
shares of super-voting stock or stock with unequal voting rights.

Rationale: The "one share, one vote" principal ensures that no shareholder
maintains a voting interest exceeding their equity interest in the company.

E.       Large Block Issuance (For U.S. Securities)

AM policy is to address large block issuances of stock on a case-by-case basis,
incorporating the recommendation of an independent third party proxy research
firm (currently ISS) subject to review by the GPVSC as set forth in AM's Proxy
Policies and Procedures.

Additionally, AM supports proposals requiring shareholder approval of large
block issuances.

Rationale: Stock issuances must be reviewed in light of the business
circumstances leading to the request and the potential impact on shareholder
value.

F.       Recapitalization into a Single Class of Stock

AM policy is to vote "for" recapitalization plans to provide for a single class
of common stock, provided the terms are fair, with no class of stock being
unduly disadvantaged.

Rationale: Consolidation of multiple classes of stock is a business decision
that may be left to the board and/management if there is no adverse effect on
shareholders.

G.       Share Repurchases

AM policy is to vote "for" share repurchase plans provided all shareholders are
able to participate on equal terms.

Rationale: Buybacks are generally considered beneficial to shareholders because
they tend to increase returns to the remaining shareholders.

H.       Reductions in Par Value

AM policy is to vote "for" proposals to reduce par value, provided a legitimate
business purpose is stated (e.g., the reduction of corporate tax
responsibility.)

Rationale: Usually, adjustments to par value are a routine financial decision
with no substantial impact on shareholders.


III.     Corporate Governance Issues

A.       Confidential Voting

AM policy is to vote "for" proposals to provide for confidential voting and
independent tabulation of voting results and to vote "against" proposals to
repeal such provisions.

Rationale: Confidential voting protects the privacy rights of all shareholders.
This is particularly important for employee-shareholders or shareholders with
business or other affiliations with the company, who may be vulnerable to
coercion or retaliation when opposing management. Confidential voting does not
interfere with the ability of corporations to communicate with all shareholders,
nor does it prohibit shareholders from making their views known directly to
management.

B.       Cumulative Voting (For U.S. Securities)

AM policy is to vote "against" shareholder proposals requesting cumulative
voting and "for" management proposals to eliminate it. The protections afforded
shareholders by cumulative voting are not necessary when a company has a history
of good performance and does not have a concentrated ownership interest.
Accordingly, a vote is cast "against" cumulative voting and "for" proposals to
eliminate it if:

a)       The company has a five year return on investment greater than the
         relevant industry index,

b)       All directors and executive officers as a group beneficially own less
         than 10% of the outstanding stock, and

c)       No shareholder (or voting block) beneficially owns 15% or more of the
         company.

Thus, failure of any one of the three criteria results in a vote for cumulative
voting in accordance with the general policy.

Rationale: Cumulative voting is a tool that should be used to ensure that
holders of a significant number of shares may have board representation;
however, the presence of other safeguards may make their use unnecessary.

C.       Supermajority Voting Requirements

AM policy is to vote "against" management proposals to require a supermajority
vote to amend the charter or bylaws and to vote "for" shareholder proposals to
modify or rescind existing supermajority requirements.

*Exception made when company holds a controlling position and seeks to lower
threshold to maintain control and/or make changes to corporate by-laws.

Rationale: Supermajority voting provisions violate the democratic principle that
a simple majority should carry the vote. Setting supermajority requirements may
make it difficult or impossible for shareholders to remove egregious by-law or
charter provisions. Occasionally, a company with a significant insider held
position might attempt to lower a supermajority threshold to make it easier for
management to approve provisions that may be detrimental to shareholders. In
that case, it may not be in the shareholders interests to lower the
supermajority provision.

D.       Shareholder Right to Vote

AM policy is to vote "against" proposals that restrict the right of shareholders
to call special meetings, amend the bylaws, or act by written consent. Policy is
to vote "for" proposals that remove such restrictions.

Rationale: Any reasonable means whereby shareholders can make their views known
to management or effect the governance process should be supported.


IV.      Compensation

Annual Incentive Plans or Bonus Plans are often submitted to shareholders for
approval. These plans typically award cash to executives based on company
performance. Deutsche Bank believes that the responsibility for executive
compensation decisions rest with the board of directors and/or the compensation
committee, and its policy is not to second-guess the board's award of cash
compensation amounts to executives unless a particular award or series of awards
is deemed excessive. If stock options are awarded as part of these bonus or
incentive plans, the provisions must meet Deutsche Bank's criteria regarding
stock option plans, or similar stock-based incentive compensation schemes, as
set forth below.

A.       Establishment of a Remuneration Committee (For FFT Securities)

AM policy is to vote "for" proposals that require the establishment of a
remuneration committee.

Rationale: Corporations should disclose in each annual report or proxy statement
their policies on remuneration. Essential details regarding executive
remuneration including share options, long-term incentive plans and bonuses,
should be disclosed in the annual report, so that investors can judge whether
corporate pay policies and practices meet the standard.

The remuneration committee shall not comprise any board members and should be
sensitive to the wider scene on executive pay. It should ensure that
performance-based elements of executive pay are designed to align the interests
of shareholders.

B.       Executive and Director Stock Option Plans

AM policy is to vote "for" stock option plans that meet the following criteria:

(1)      The resulting dilution of existing shares is less than (a) 15 percent
         of outstanding shares for large capital corporations or (b) 20 percent
         of outstanding shares for small-mid capital companies (companies having
         a market capitalization under one billion U.S. dollars.)

(2)      The transfer of equity resulting from granting options at less than FMV
         is no greater than 3% of the over-all market capitalization of large
         capital corporations, or 5% of market cap for small-mid capital
         companies.

(3)      The plan does not contain express repricing provisions and, in the
         absence of an express statement that options will not be repriced; the
         company does not have a history of repricing options.

(4)      The plan does not grant options on super-voting stock.

AM will support performance-based option proposals as long as a) they do not
mandate that all options granted by the company must be performance based, and
b) only certain high-level executives are subject to receive the performance
based options.

AM will support proposals to eliminate the payment of outside director pensions.

Rationale: Determining the cost to the company and to shareholders of
stock-based incentive plans raises significant issues not encountered with
cash-based compensation plans. These include the potential dilution of existing
shareholders' voting power, the transfer of equity out of the company resulting
from the grant and execution of options at less than FMV and the authority to
reprice or replace underwater options. Our stock option plan analysis model
seeks to allow reasonable levels of flexibility for a company yet still protect
shareholders from the negative impact of excessive stock compensation.
Acknowledging that small mid-capital corporations often rely more heavily on
stock option plans as their main source of executive compensation and may not be
able to compete with their large capital competitors with cash compensation, we
provide slightly more flexibility for those companies.

C.       Employee Stock Option/Purchase Plans

AM policy is to vote for employee stock purchase plans (ESPP's) when the plan
complies with Internal Revenue Code 423, allowing non-management employees to
purchase stock at 85% of FMV.

AM policy is to vote "for" employee stock option plans (ESOPs) provided they
meet the standards for stock option plans in general. However, when computing
dilution and transfer of equity, ESOPs are considered independently from
executive and director option plans.

Rationale: ESOPs and ESPP's encourage rank-and-file employees to acquire an
ownership stake in the companies they work for and have been shown to promote
employee loyalty and improve productivity.

D.       Golden Parachutes

AM policy is to vote "for" proposals to require shareholder approval of golden
parachutes and for proposals that would limit golden parachutes to no more than
three times base compensation. Policy is to vote "against" more restrictive
shareholder proposals to limit golden parachutes.

Rationale: In setting a reasonable limitation, AM considers that an effective
parachute should be less attractive than continued employment and that the IRS
has opined that amounts greater than three times annual salary, are excessive.

E.       Proposals to Limit Benefits or Executive Compensation

AM policy is to vote "against"

1.   Proposals to limit benefits, pensions or compensation and

2.   Proposals that request or require disclosure of executive compensation
     greater than the disclosure required by Securities and Exchange Commission
     (SEC) regulations.

Rationale: Levels of compensation and benefits are generally considered to be
day-to-day operations of the company, and are best left unrestricted by
arbitrary limitations proposed by shareholders.

F.       Option Expensing

AM policy is to support proposals requesting companies to expense stock options.

Rationale: Although companies can choose to expense options voluntarily, the
Financial Accounting Standards Board (FASB) does not yet require it, instead
allowing companies to disclose the theoretical value of options as a footnote.
Because the expensing of stock options lowers earnings, most companies elect not
to do so. Given the fact that options have become an integral component of
compensation and their exercise results in a transfer of shareholder value, AM
agrees that their value should not be ignored and treated as "no cost"
compensation. The expensing of stock options would promote more modest and
appropriate use of stock options in executive compensation plans and present a
more accurate picture of company operational earnings.

G.        Management board election and motion (For FFT Securities)

AM policy is to vote "against":

o        the election of board members with positions on either remuneration or
         audit committees;

o        the election of supervisory board members with too many supervisory
         board mandates;

o        "automatic" election of former board members into the supervisory
         board.

Rationale: Management as an entity, and each of its members, are responsible for
all actions of the company, and are - subject to applicable laws and regulations
- accountable to the shareholders as a whole for their actions.

Sufficient information should be disclosed in the annual company report and
account to allow shareholders to judge the success of the company.

H.       Remuneration (variable pay): (For FFT Securities)

Executive remuneration for Management Board

AM policy is to vote "for" remuneration for Management Board that is transparent
and linked to results.

Rationale: Executive compensation should motivate management and align the
interests of management with the shareholders. The focus should be on criteria
that prevent excessive remuneration; but enable the company to hire and retain
first-class professionals.

Shareholder interests are normally best served when management is remunerated to
optimise long-term returns. Criteria should include suitable measurements like
return on capital employed or economic value added.

Interests should generally also be correctly aligned when management own shares
in the company - even more so if these shares represent a substantial portion of
their own wealth.

Its disclosure shall differentiate between fixed pay, variable (performance
related) pay and long-term incentives, including stock option plans with
valuation ranges as well as pension and any other significant arrangements.

Executive remuneration for Supervisory Board

AM policy is to vote "for" remuneration for Supervisory Board that is at least
50% in fixed form.

Rationale: It would normally be preferable if performance linked compensation
were not based on dividend payments, but linked to suitable result based
parameters. Consulting and procurement services should also be published in the
company report.

I.       Long-term incentive plans (For FFT Securities)

AM policy is to vote "for" long-term incentive plans for members of a management
board that reward for above average company performance.

Rationale: Incentive plans will normally be supported if they:

o        directly align the interests of members of management boards with those
         of shareholders;

o        establish challenging performance criteria to reward only above average
         performance;

o        measure performance by total shareholder return in relation to the
         market or a range of comparable companies;

o        are long-term in nature and encourage long-term ownership of the shares
         once exercised through minimum holding periods;

o        do not allow a repricing of the exercise price in stock option plans.

J.       Shareholder Proposals Concerning "Pay for Superior Performance"

AM policy is to address pay for superior performance proposals on a case-by-case
basis, incorporating the recommendation of an independent third party proxy
research firm (currently ISS) subject to review by the GPVSC as set forth in
AM's Proxy Policies and Procedures.

Rationale: While AM agrees that compensation issues are better left to the
discretion of management, they appreciate the need to monitor for excessive
compensation practices on a case by case basis. If, after a review of the ISS
metrics, AM is comfortable with ISS's applying this calculation and will vote
according to their recommendation.

K.       Executive Compensation Advisory

AM policy is to follow management's recommended vote on shareholder proposals to
propose an advisory resolution seeking to ratify the compensation of the
company's named executive officers (NEOs) on an annual basis.

Rationale: AM believes that controls exist within senior management and
corporate compensation committees, ensuring fair compensation to executives.
This might allow shareholders to require approval for all levels of management's
compensation.

V.       Anti-Takeover Related Issues

A.       Shareholder Rights Plans ("Poison Pills")

AM policy is to vote "for" proposals to require shareholder ratification of
poison pills or that request boards to redeem poison pills, and to vote
"against" the adoption of poison pills if they are submitted for shareholder
ratification.

Rationale: Poison pills are the most prevalent form of corporate takeover
defenses and can be (and usually are) adopted without shareholder review or
consent. The potential cost of poison pills to shareholders during an attempted
takeover outweighs the benefits.

B.       Reincorporation

AM policy is to examine reincorporation proposals on a case-by-case basis. The
voting decision is based on: (1) differences in state law between the existing
state of incorporation and the proposed state of incorporation; and (2)
differences between the existing and the proposed charter/bylaws/articles of
incorporation and their effect on shareholder rights. If changes resulting from
the proposed reincorporation violate the corporate governance principles set
forth in these guidelines, the reincorporation will be deemed contrary to
shareholder's interests and a vote cast "against."

Rationale: Reincorporations can be properly analyzed only by looking at the
advantages and disadvantages to their shareholders. Care must be taken that
anti-takeover protection is not the sole or primary result of a proposed change.

C.       Fair-Price Proposals

AM policy is to vote "for" management fair-price proposals, provided that: (1)
the proposal applies only to two-tier offers; (2) the proposal sets an objective
fair-price test based on the highest price that the acquirer has paid for a
company's shares; (3) the supermajority requirement for bids that fail the
fair-price test is no higher than two-thirds of the outstanding shares; (4) the
proposal contains no other anti-takeover provisions or provisions that restrict
shareholders rights.

A vote is cast for shareholder proposals that would modify or repeal existing
fair-price requirements that do not meet these standards.

Rationale: While fair price provisions may be used as anti-takeover devices, if
adequate provisions are included, they provide some protection to shareholders
who have some say in their application and the ability to reject those
protections if desired.

D.       Exemption from state takeover laws

AM policy is to vote "for" shareholder proposals to opt out of state takeover
laws and to vote "against" management proposals requesting to opt out of state
takeover laws.

Rationale: Control share statutes, enacted at the state level, may harm
long-term share value by entrenching management. They also unfairly deny certain
shares their inherent voting rights.

E.       Non-financial Effects of Takeover Bids

Policy is to vote "against" shareholder proposals to require consideration of
non-financial effects of merger or acquisition proposals.

Rationale: Non-financial effects may often be subjective and are secondary to
AM's stated purpose of acting in its client's best economic interest.


VI.      Mergers & Acquisitions

Evaluation of mergers, acquisitions and other special corporate transactions
(i.e., takeovers, spin-offs, sales of assets, reorganizations, restructurings
and recapitalizations) are performed on a case-by-case basis incorporating
information from an independent proxy research source (currently ISS.)
Additional resources including portfolio management and research analysts may be
considered as set forth in AM's Policies and Procedures.


VII.     Social, Environmental & Political Issues

Social and environmental issues are becoming increasingly important to corporate
success. We incorporate social and environmental considerations into both our
investment decisions and our proxy voting decisions - particularly if the
financial performance of the company could be impacted.

With increasing frequency, shareholder proposals are submitted relating to
social and political responsibility issues. Almost universally, the company
management will recommend a vote "against" these proposals. These types of
proposals cover an extremely wide range of issues. Many of the issues tend to be
controversial and are subject to more than one reasonable, yet opposing, theory
of support. More so than with other types of proxy proposals, social and
political responsibility issues may not have a connection to the economic and
corporate governance principles effecting shareholders' interests. AM's policy
regarding social and political responsibility issues, as with any other issue,
is designed to protect our client shareholders' economic interests.

Occasionally, a distinction is made between a shareholder proposal requesting
direct action on behalf of the board and a request for a report on (or
disclosure of) some information. In order to avoid unduly burdening any company
with reporting requirements, AM's policy is to vote against shareholder
proposals that demand additional disclosure or reporting than is required by the
Securities and Exchange Commission unless it appears there is a legitimate issue
and the company has not adequately addressed shareholders' concerns.

A.       Labor & Human Rights

AM policy is to vote "against" adopting global codes of conduct or workplace
standards exceeding those mandated by law.

Rationale: Additional requirements beyond those mandated by law are deemed
unnecessary and potentially burdensome to companies

B.       Diversity & Equality

1.       AM policy is to vote "against" shareholder proposals to force equal
         employment opportunity, affirmative action or board diversity.

Rationale: Compliance with State and Federal legislation along with information
made available through filings with the EEOC provides sufficient assurance that
companies act responsibly and make information public.

2.       AM policy is also to vote "against" proposals to adopt the Mac Bride
         Principles. The Mac Bride Principles promote fair employment,
         specifically regarding religious discrimination.

Rationale: Compliance with the Fair Employment Act of 1989 makes adoption of the
Mac Bride Principles redundant. Their adoption could potentially lead to charges
of reverse discrimination.

C.       Health & Safety

1.       AM policy is to vote "against" adopting a pharmaceutical price
         restraint policy or reporting pricing policy changes.

Rationale: Pricing is an integral part of business for pharmaceutical companies
and should not be dictated by shareholders (particularly pursuant to an
arbitrary formula.) Disclosing pricing policies may also jeopardize a company's
competitive position in the marketplace.

2.       AM policy is to vote "against" shareholder proposals to control the use
         or labeling of and reporting on genetically engineered products.

Rationale: Additional requirements beyond those mandated by law are deemed
unnecessary and potentially burdensome to companies.

D.       Government/Military

1.       AM policy is to vote against shareholder proposals regarding the
         production or sale of military arms or nuclear or space-based weapons,
         including proposals seeking to dictate a company's interaction with a
         particular foreign country or agency.

Rationale: Generally, management is in a better position to determine what
products or industries a company can and should participate in. Regulation of
the production or distribution of military supplies is, or should be, a matter
of government policy.

2.       AM policy is to vote "against" shareholder proposals regarding
         political contributions and donations.

Rationale: The Board of Directors and Management, not shareholders, should
evaluate and determine the recipients of any contributions made by the company.

3.       AM policy is to vote "against" shareholder proposals regarding
         charitable contributions and donations.

Rationale: The Board of Directors and Management, not shareholders, should
evaluate and determine the recipients of any contributions made by the company.

E.       Tobacco

1.       AM policy is to vote "against" shareholder proposals requesting
         additional standards or reporting requirements for tobacco companies as
         well as "against" requesting companies to report on the intentional
         manipulation of nicotine content.

Rationale: Where a tobacco company's actions meet the requirements of legal and
industry standards, imposing additional burdens may detrimentally effect a
company's ability to compete. The disclosure of nicotine content information
could affect the company's rights in any pending or future litigation.

2.       Shareholder requests to spin-off or restructure tobacco businesses will
         be opposed.

Rationale: These decisions are more appropriately left to the Board and
management, and not to shareholder mandate.


VIII.    Environmental Issues

AM policy is to follow management's recommended vote on CERES Principles or
other similar environmental mandates (e.g., those relating to Greenhouse gas
emissions or the use of nuclear power).

Rationale: Environmental issues are extensively regulated by outside agencies
and compliance with additional requirements often involves significant cost to
companies.


IX.      Miscellaneous Items

A.       Ratification of Auditors

AM policy is to vote "for" a) the management recommended selection of auditors
and b) proposals to require shareholder approval of auditors.

Rationale: Absent evidence that auditors have not performed their duties
adequately, support for management's nomination is warranted.

B.       Limitation of non-audit services provided by independent auditor

AM policy is to support proposals limiting non-audit fees to 50% of the
aggregate annual fees earned by the firm retained as a company's independent
auditor.

Rationale: In the wake of financial reporting problems and alleged audit
failures at a number of companies, AM supports the general principle that
companies should retain separate firms for audit and consulting services to
avoid potential conflicts of interest. However, given the protections afforded
by the recently enacted Sarbanes-Oxley Act of 2002 (which requires Audit
Committee pre-approval for non-audit services and prohibits auditors from
providing specific types of services), and the fact that some non-audit services
are legitimate audit-related services, complete separation of audit and
consulting fees may not be warranted. A reasonable limitation is appropriate to
help ensure auditor independence and it is reasonable to expect that audit fees
exceed non-audit fees.

C.       Audit firm rotation

AM policy is to support proposals seeking audit firm rotation unless the
rotation period sought is less than five years.

Rationale: While the Sarbanes-Oxley Act mandates that the lead audit partner be
switched every five years, AM believes that rotation of the actual audit firm
would provide an even stronger system of checks and balances on the audit
function.

D.       Transaction of Other Business

AM policy is to vote against "transaction of other business" proposals.

Rationale: This is a routine item to allow shareholders to raise other issues
and discuss them at the meeting. As the nature of these issues may not be
disclosed prior to the meeting, we recommend a vote against these proposals.
This protects shareholders voting by proxy (and not physically present at a
meeting) from having action taken at the meeting that they did not receive
proper notification of or sufficient opportunity to consider.

E.       Motions to Adjourn the Meeting

AM Policy is to vote against proposals to adjourn the meeting.

Rationale: Management may seek authority to adjourn the meeting if a favorable
outcome is not secured. Shareholders should already have had enough information
to make a decision. Once votes have been cast, there is no justification for
management to continue spending time and money to press shareholders for
support.

F.       Bundled Proposals

AM policy is to vote against bundled proposals if any bundled issue would
require a vote against it if proposed individually.

Rationale: Shareholders should not be forced to "take the good with the bad" in
cases where the proposals could reasonably have been submitted separately.

G.       Change of Company Name

AM policy is to support management on proposals to change the company name.

Rationale: This is generally considered a business decision for a company.

H.       Proposals Related to the Annual Meeting

AM Policy is to vote in favor of management for proposals related to the conduct
of the annual meeting (meeting time, place, etc.)

Rationale: These are considered routine administrative proposals.

I.       Reimbursement of Expenses Incurred from Candidate Nomination

AM policy is to follow management's recommended vote on shareholder proposals
related to the amending of company bylaws to provide for the reimbursement of
reasonable expenses incurred in connection with nominating one or more
candidates in a contested election of directors to the corporation's board of
directors.

Rationale: Corporations should not be liable for costs associated with
shareholder proposals for directors.

J.       Investment Company Proxies

Proxies solicited by investment companies are voted in accordance with the
recommendations of an independent third party, currently ISS. However, regarding
investment companies for which AM or an affiliate serves as investment adviser
or principal underwriter, such proxies are voted in the same proportion as the
vote of all other shareholders. Proxies solicited by master funds from feeder
funds will be voted in accordance with applicable provisions of Section 12 of
the Investment Company Act of 1940.

Investment companies, particularly closed-end investment companies, are
different from traditional operating companies. These differences may call for
differences in voting positions on the same matter. For example, AM could vote
"for" staggered boards of closed-end investment companies, although AM generally
votes "against" staggered boards for operating companies. Further, the manner in
which AM votes investment company proxies may differ from proposals for which a
AM-advised investment company solicits proxies from its shareholders. As
reflected in the Guidelines, proxies solicited by closed-end (and open-end)
investment companies are voted in accordance with the pre-determined guidelines
of an independent third-party.

Subject to participation agreements with certain Exchange Traded Funds ("ETF")
issuers that have received exemptive orders from the U.S. Securities and
Exchange Commission allowing investing DWS funds to exceed the limits set forth
in Section 12(d)(1)(A) and (B) of the Investment Company Act of 1940, DeAM will
echo vote proxies for ETFs in which Deutsche Bank holds more than 25% of
outstanding voting shares globally when required to do so by participation
agreements and SEC orders.

Note: With respect to the QP Trust (not registered under the Investment Company
Act of 1940), the Fund is not required to engage in echo voting and the
investment adviser will use these Guidelines, and may determine, with respect to
the QP Trust, to vote contrary to the positions in the Guidelines, consistent
with the Fund's best interest.


K.       International Proxy Voting

The above guidelines pertain to issuers organized in the United States, Canada
and Germany. Proxies solicited by other issuers are voted in accordance with
international guidelines or the recommendation of ISS and in accordance with
applicable law and regulation.






                      APPENDIX B -- RATINGS OF INVESTMENTS

                            COMMERCIAL PAPER RATINGS

A-1, A-2, Prime-1, Prime-2 and F1, F2

The ratings A-1 and A-2 are the two highest commercial paper ratings assigned by
Standard & Poor's. A short-term obligation rated 'A-1' is rated in the highest
category by Standard & Poor's. The obligor's 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 short-term obligation rated 'A-2' is 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.

The ratings Prime-1 and Prime-2 are the two highest commercial paper ratings
assigned by Moody's Investors Service, Inc. Among the factors considered by them
in assigning ratings are the following: (1) evaluation of the management of the
issuer; (2) economic evaluation of the issuer's industry or industries and an
appraisal of speculative-type risks which may be inherent in certain areas; (3)
evaluation of the issuer's products in relation to competition and customer
acceptance; (4) liquidity; (5) amount and quality of long-term debt; (6) trend
of earnings over a period of ten years; (7) financial strength of a parent
company and the relationships which exist with the issuer; and (8) recognition
by the management of obligations which may be present or may arise as a result
of public interest questions and preparations to meet such obligations. Relative
strength or weakness of the above factors determines whether the issuer's
commercial paper is rated Prime-1 or Prime-2..

The ratings F1 and F2 are the two highest commercial paper ratings assigned by
Fitch Ratings. F1 reflects highest credit quality. F1 indicates the strongest
capacity for timely payment of financial commitments; and may have an added "+"
to denote any exceptionally strong credit feature. F2 reflects good credit
quality. F2 has a satisfactory capacity for timely payment of financial
commitments, but the margin of safety is not as great as in the case of higher
ratings.

MIG-1 and MIG-2 Municipal Notes

Moody's Investors Service, Inc.'s ratings for state and municipal notes and
other short-term loans will be designated Moody's Investment Grade (MIG). This
distinction is in recognition of the differences between short-term credit risk
and long-term risk. Factors affecting the liquidity of the borrower are
uppermost in importance in short-term borrowing, while various factors of the
first importance in bond risk are of lesser importance in the short run. Loans
designated MIG-1 are of 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. Loans designated
MIG-2 are of high quality, with margins of protection ample although not so
large as in the preceding group.

STANDARD & POOR'S BOND RATINGS

AAA. This is the highest rating assigned to a debt obligation and indicates an
extremely strong capacity to pay principal and interest.

AA. Bonds rated AA also qualify as high-quality debt obligations. Capacity to
pay principal and interest is very strong, and in the majority of instances they
differ from AAA issues only in small degree.

MOODY'S INVESTORS SERVICE, INC. BOND RATINGS

Aaa. Bonds which are 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.


<PAGE>
                               CASH ACCOUNT TRUST

                    Government & Agency Securities Portfolio


                       DWS Government & Agency Money Fund




                              Tax-Exempt Portfolio


                            DWS Tax-Exempt Money Fund





                       STATEMENT OF ADDITIONAL INFORMATION


                                 August 1, 2009

This combined Statement of Additional Information ("SAI") is not a prospectus
and should be read in conjunction with the prospectuses for the DWS Government &
Agency Money Fund shares of Government & Agency Securities Portfolio and the DWS
Tax-Exempt Money Fund shares of Tax-Exempt Portfolio, each dated August 1, 2009,
as amended from time to time, a copy of which may be obtained without charge by
calling (800) 231-8568, through the DWS Investments Web site at
www.dws-investments.com or from the firm from which this SAI was obtained and
are available along with other materials on the Securities and Exchange
Commission's Internet Web site (http://www.sec.gov).

Portions of the Annual Report to Shareholders of each Portfolio's respective
class, dated April 30, 2009, are incorporated by reference and hereby deemed to
be a part of this SAI. A copy of an Annual Report may be obtained free of charge
by calling (800) 231-8568.

This SAI is incorporated by reference into the prospectuses.

                                TABLE OF CONTENTS

                                                                      Page
                                                                      ----

INVESTMENT RESTRICTIONS.................................................2

INVESTMENT POLICIES AND TECHNIQUES......................................3
   Investment Techniques................................................5
   Portfolio Holdings..................................................15

MANAGEMENT OF THE PORTFOLIOS...........................................16
   Investment Advisor..................................................16

PORTFOLIO SERVICE PROVIDERS............................................21
   Administrator.......................................................21
   Distributor.........................................................22
   Custodian...........................................................22
   Transfer Agent......................................................23
   Fund Accounting Agent...............................................24
   Legal Counsel.......................................................24
   Independent Registered Public Accounting Firm.......................24

PORTFOLIO TRANSACTIONS.................................................24

PURCHASE AND REDEMPTION OF SHARES......................................27

DIVIDENDS..............................................................40

TAXES..................................................................41

NET ASSET VALUE........................................................42

BOARD MEMBERS AND OFFICERS.............................................44

TRUST ORGANIZATION.....................................................66

PROXY VOTING GUIDELINES................................................68

FINANCIAL STATEMENTS...................................................68

ADDITIONAL INFORMATION.................................................68

APPENDIX A -- PROXY VOTING GUIDELINES..................................69

APPENDIX B -- RATINGS OF INVESTMENTS...................................94



This combined SAI contains information about the DWS Government & Agency Money
Fund shares of Government & Agency Securities Portfolio (a "Portfolio") and the
DWS Tax-Exempt Money Fund shares of Tax-Exempt Portfolio (a "Portfolio,"
collectively with Government & Agency Securities Portfolio, the "Portfolios")
both offered by Cash Account Trust (the "Trust").

                             INVESTMENT RESTRICTIONS

Each Portfolio, each a series of an open-end investment management company, have
each elected to be treated as diversified, as that term is used in the
Investment Company Act of 1940, as amended (the "1940 Act"), and as interpreted
or modified by regulatory authority having jurisdiction from time to time.

The following fundamental policies may not be changed without the approval of a
majority of the outstanding voting securities of a Portfolio which, under 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 a Portfolio are present or
represented by proxy, or (2) more than 50% of the outstanding voting securities
of a Portfolio.

Except as otherwise indicated, a Portfolio's investment objective and policies
are not fundamental and may be changed without a vote of shareholders. There can
be no assurance that a Portfolio's investment objective will be met.

Government & Agency Securities Portfolio and Tax-Exempt Portfolio, each a series
of Cash Account Trust, an open-end investment management company, have each
elected to be treated as diversified, as that term is used in the 1940 Act, and
as interpreted or modified by regulatory authority having jurisdiction from time
to time.

As a matter of fundamental policy, a Portfolio may not:

(1)       Borrow money, except as permitted under the 1940 Act, as amended, 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, as
          amended, 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 a Portfolio may be 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 deal in real estate or mortgages or investments
          secured by real estate or interests therein, except that a Portfolio
          reserves freedom of action to hold and to sell real estate acquired as
          a result of a Portfolio's ownership of securities.

(5)       Purchase or sell commodities, except as permitted by the 1940 Act, as
          amended, and as interpreted or modified by regulatory authority having
          jurisdiction, from time to time.

(6)       Make loans except as permitted under the 1940 Act, as amended, and as
          interpreted or modified by regulatory authority having jurisdiction,
          from time to time; or


(7)       Concentrate its investments in a particular industry (excluding U.S.
          Government obligations), as that term is used in the 1940 Act for
          Tax-Exempt Portfolio, as amended, and as interpreted or modified by
          regulatory authority having jurisdiction, from time to time.

Tax-Exempt Portfolio, as a nonfundamental policy that may be changed without
shareholder vote, individually may not: purchase securities of other investment
companies, except in connection with a merger, consolidation, reorganization or
acquisition of assets.

In addition, Tax-Exempt Portfolio may invest more than 25% of its total assets
in industrial development bonds.

Government & Agency Securities Portfolio, as a nonfundamental policy that may be
changed without shareholder vote, may not:

(i)      invest more than 10% of total assets in non-affiliated registered
         investment companies.

The Portfolios will not purchase illiquid securities, including time deposits
and repurchase agreements maturing in more than seven days if, as a result
thereof, more than 10% of a Portfolio's net assets valued at the time of the
transaction would be invested in such securities.

Any investment restrictions herein which involve a maximum percentage of
securities or assets shall not be considered to be violated unless an excess
over the percentage occurs immediately after and is caused by an acquisition or
encumbrance of securities or assets of, or borrowings by, a Portfolio.

                       INVESTMENT POLICIES AND TECHNIQUES

The Portfolios described in this SAI seek to provide maximum current income (and
for Tax-Exempt Portfolio, that is exempt from federal income taxes) consistent
with stability of capital. Each Portfolio is managed to maintain a net asset
value of $1.00 per share.

Each Portfolio is a money market mutual fund designed to provide its
shareholders with professional management of short-term investment dollars. Each
Portfolio is designed for investors who seek maximum current income consistent
with stability of capital. Each Portfolio pools individual and institutional
investors' money that it uses to buy high quality money market instruments. The
Trust is a series investment company that is able to provide investors with a
choice of separate investment portfolios. The Trust currently offers three
investment portfolios: Money Market Portfolio, Government & Agency Securities
Portfolio and Tax-Exempt Portfolio. Government & Agency Securities Portfolio is
divided into eight classes of shares: DWS Government Cash Institutional Shares,
Government Cash Managed Shares, DWS Government & Agency Money Fund, Premier
Money Market Shares, Service Shares, Davidson Cash Equivalent Shares, Davidson
Cash Equivalent Plus Shares, and Capital Assets Funds Shares. DWS Government &
Agency Money Fund shares are described herein. Tax-Exempt Portfolio is divided
into nine classes of shares: Tax-Free Investment Class, DWS Tax Free Money Fund
Class S, DWS Tax Exempt Money Fund, Managed Shares, Institutional Shares,
Premier Money Market Shares, Service Shares, Davidson Cash Equivalent Shares and
Capital Assets Funds Shares. DWS Tax Exempt Money Fund shares are described
herein. A Portfolio's investments are subject to price fluctuations resulting
from rising or declining interest rates and are subject to the ability of the
issuers of such investments to make payment at maturity. Each Portfolio is
designed for investors who want to avoid the fluctuations of principal commonly
associated with equity or long-term bond investments. There can be no guarantee
that a Portfolio will achieve its investment objective or that it will maintain
a net asset value of $1.00 per share.

Government & Agency Securities Portfolio. The Portfolio seeks to provide maximum
current income consistent with stability of capital. The Portfolio pursues its
objective by investing, under normal circumstances, in US Treasury bills, notes,
bonds and other obligations issued or guaranteed by the US government, its
agencies or instrumentalities and repurchase agreements backed by these
securities. The Portfolio currently intends to purchase securities whose
remaining maturities are no longer than 397 calendar days (approximately 13
months). Some securities issued by US Government agencies or instrumentalities
are supported only by the credit of the agency or instrumentality, such as those
issued by the Federal Home Loan Bank, and others are backed by the full faith
and credit of the US Government. Short-term US Government obligations generally
are considered to be the safest short-term investment. The US Government
guarantee of the securities owned by the Portfolio, however, does not guarantee
the net asset value of its shares, which the Portfolio seeks to maintain at
$1.00 per share. Also, with respect to securities supported only by the credit
of the issuing 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. Interest paid on
Treasuries is usually exempt from state and local income taxes, and for most
Portfolio shareholders the bulk of Portfolio distributions will be exempt from
these taxes as well (although not from federal income tax). The Portfolio may
invest up to 10% of its total assets in other money market mutual funds in
accordance with applicable regulations. The other money market funds in which
the Portfolio may invest will be non-affiliated funds; will be rated in the
highest category by a nationally recognized statistical rating organization;
will be determined by Deutsche Investment Management Americas Inc. ("DIMA" or
the "Advisor") to have investment objectives and policies comparable to those of
the Portfolio; and will pursue their investment objectives through investments
in securities that are substantially similar to the securities in which the
Portfolio may invest. The shares of any such money market fund in which the
Portfolio may invest would not be guaranteed by the US government, its agencies
or instrumentalities.

Tax-Exempt Portfolio. The Portfolio seeks to provide maximum current income that
is exempt from federal income taxes to the extent consistent with stability of
capital. The Portfolio pursues its investment objective primarily through a
professionally managed, diversified portfolio of short-term high quality
tax-exempt municipal obligations. Under normal circumstances, at least 80% of
the Portfolio's net assets will, as a fundamental policy, be invested in
obligations issued by or on behalf of states, territories and possessions of the
United States and the District of Columbia and their political subdivisions,
agencies and instrumentalities ("Municipal Securities"), the income from which
is exempt from regular federal income tax and federal alternative minimum tax
("AMT"). In compliance with the position of the staff of the Securities and
Exchange Commission ("SEC"), the Portfolio does not consider certain "private
activity" bonds (i.e., those subject to AMT) to be Municipal Securities for
purposes of the 80% limitation. This is a fundamental policy so long as the
staff maintains its position, after which it would become nonfundamental.

The Portfolio may purchase securities that provide for the right to resell them
to an issuer, bank or dealer at an agreed upon price or yield within a specified
period prior to the maturity date of such securities. Such a right to resell is
referred to as a "Standby Commitment." Securities may cost more with Standby
Commitments than without them. Standby Commitments will be entered into solely
to facilitate portfolio liquidity. A Standby Commitment may be exercised before
the maturity date of the related Municipal Security if the Portfolio's Advisor
revises its evaluation of the creditworthiness of the underlying security or of
the entity issuing the Standby Commitment. The Portfolio's policy is to enter
into Standby Commitments only with issuers, banks or dealers that are determined
by the Portfolio's Advisor to present minimal credit risks. If an issuer, bank
or dealer should default on its obligation to repurchase an underlying security,
the Portfolio might be unable to recover all or a portion of any loss sustained
from having to sell the security elsewhere.

The Portfolio may purchase and sell Municipal Securities on a when-issued or
delayed delivery basis. A when-issued or delayed delivery transaction arises
when securities are bought or sold for future payment and delivery to secure
what is considered to be an advantageous price and yield to the Portfolio at the
time it enters into the transaction. In determining the maturity of portfolio
securities purchased on a when-issued or delayed delivery basis, the Portfolio
will consider them to have been purchased on the date when it committed itself
to the purchase.

A security purchased on a when-issued basis, like all securities held by the
Portfolio, is subject to changes in market value based upon changes in the level
of interest rates and investors' perceptions of the creditworthiness of the
issuer. Generally such securities will appreciate in value when interest rates
decline and decrease in value when interest rates rise. Therefore if, in order
to achieve higher interest income, the Portfolio remains substantially fully
invested at the same time that it has purchased securities on a when-issued
basis, there will be a greater possibility that the market value of the
Portfolio's assets will vary from $1.00 per share because the value of a
when-issued security is subject to market fluctuation and no interest accrues to
the purchaser prior to settlement of the transaction.

The Portfolio will only make commitments to purchase Municipal Securities on a
when-issued or delayed delivery basis with the intention of actually acquiring
the securities, but the Portfolio reserves the right to sell these securities
before the settlement date if deemed advisable. The sale of these securities may
result in the realization of gains that are not exempt from federal income tax.

In seeking to achieve its investment objective, the Portfolio may invest all or
any part of its assets in Municipal Securities that are industrial development
bonds. Moreover, although the Portfolio does not currently intend to do so on a
regular basis, it may invest more than 25% of its assets in Municipal Securities
that are repayable out of revenue streams generated from economically related
projects or facilities, if such investment is deemed necessary or appropriate by
the Advisor. To the extent that the Portfolio's assets are concentrated in
Municipal Securities payable from revenues on economically related projects and
facilities, the Portfolio will be subject to the risks presented by such
projects to a greater extent than it would be if the Portfolio's assets were not
so concentrated.

Temporary Defensive Position. In response to adverse political, economic or
market events, Tax-Exempt Portfolio may adopt a temporary defensive position in
which it places more than 20% of the Portfolio's assets in high quality money
market investments that are subject to federal income tax. To the extent that
the Portfolio may do so, it may not meet its goal of a high level of current
federal income tax-exempt income.

Investment Techniques

Descriptions in this SAI of a particular investment practice or technique in
which a Portfolio may engage or a financial instrument which a Portfolio may
purchase are meant to describe the spectrum of investments that the Advisor, in
its discretion, might, but is not required to, use in managing a Portfolio's
assets. The Advisor may, in its discretion, at any time, employ such practice,
technique or instrument for one or more funds but not for all funds advised by
it. Furthermore, it is possible that certain types of financial instruments or
investment techniques described herein may not be available, permissible,
economically feasible or effective for their intended purposes in all markets.
Certain practices, techniques, or instruments may not be principal activities of
a Portfolio, but, to the extent employed, could, from time to time, have a
material impact on a Portfolio's performance.

It is possible that certain investment practices and techniques described below
may not be permissible for a Portfolio based on its investment restrictions, as
described herein and in the applicable prospectus of a Portfolio.

Bank and Savings and Loan Obligations. These obligations include negotiable
certificates of deposit, bankers' acceptances, deposit notes, fixed time
deposits or other short-term bank obligations. Certificates of deposit are
negotiable certificates evidencing the obligations of a bank to repay funds
deposited with it for a specified period of time. A Portfolio may invest in
certificates of deposit of large domestic banks and their foreign branches,
large US regulated subsidiaries of large foreign banks, and of smaller banks as
described below. Although a Portfolio recognizes that the size of a bank is
important, this fact alone is not necessarily indicative of its
creditworthiness. Investment in certificates of deposit issued by foreign
branches of domestic banks involves investment risks that are different in some
respects from those associated with investment in certificates of deposit issued
by domestic branches of domestic banks, including the possible imposition of
withholding taxes on interest income, the possible adoption of foreign
governmental restrictions which might adversely affect the payment of principal
and interest on such certificates of deposit, or other adverse political or
economic developments. In addition, it might be more difficult to obtain and
enforce a judgment against a foreign branch of a domestic bank.

A Portfolio may also invest in certificates of deposit issued by banks and
savings and loan institutions which had, at the time of their most recent annual
financial statements, total assets of less than $1 billion, provided that (i)
the principal amounts of such certificates of deposit are insured by an agency
of the US Government, (ii) at no time will a Portfolio hold more than $100,000
principal amount of certificates of deposit of any one such bank, and (iii) at
the time of acquisition, no more than 10% of a Portfolio's assets (taken at
current value) are invested in certificates of deposit of such banks having
total assets not in excess of $1 billion.

Banker's acceptances are credit instruments evidencing the obligations of a bank
to pay a draft drawn on it by a customer. These instruments reflect the
obligation both of the bank and of the drawer to pay the face amount of the
instrument upon maturity.

Time deposits are non-negotiable deposits maintained in a banking institution
for a specified period of time at a stated interest rate. Time deposits which
may be held by a Portfolio will not benefit from insurance from the Bank
Insurance Fund or the Savings Association Insurance Fund administered by the
Federal Deposit Insurance Corporation. Fixed time deposits may be withdrawn on
demand by the investor, but may be subject to early withdrawal penalties that
vary with market conditions and the remaining maturity of the obligation. Fixed
time deposits subject to withdrawal penalties maturing in more than seven
calendar days are subject to a Portfolio's limitation on investments in illiquid
securities.

Certificates of Participation (Tax-Exempt Portfolio only). A Portfolio may
purchase high quality Certificates of Participation in trusts that hold
Municipal Securities. A Certificate of Participation gives a Portfolio an
undivided interest in the Municipal Security in the proportion that a
Portfolio's interest bears to the total principal amount of the Municipal
Security. These Certificates of Participation may be variable rate or fixed
rate. A Certificate of Participation may be backed by an irrevocable letter of
credit or guarantee of a financial institution that satisfies rating agencies as
to the credit quality of the Municipal Security supporting the payment of
principal and interest on the Certificate of Participation. Payments of
principal and interest would be dependent upon the underlying Municipal Security
and may be guaranteed under a letter of credit to the extent of such credit. The
quality rating by a rating service of an issue of Certificates of Participation
is based primarily upon the rating of the Municipal Security held by the trust
and the credit rating of the issuer of any letter of credit and of any other
guarantor providing credit support to the issue. A Portfolio's Advisor considers
these factors as well as others, such as any quality ratings issued by the
rating services identified above, in reviewing the credit risk presented by a
Certificate of Participation and in determining whether the Certificate of
Participation is appropriate for investment by a Portfolio. It is anticipated by
the Advisor that, for most publicly offered Certificates of Participation, there
will be a liquid secondary market or there may be demand features enabling a
Portfolio to readily sell its Certificates of Participation prior to maturity to
the issuer or a third party. As to those instruments with demand features, a
Portfolio intends to exercise its right to demand payment from the issuer of the
demand feature only upon a default under the terms of the Municipal Security, as
needed to provide liquidity to meet redemptions, or to maintain a high quality
investment portfolio.

Illiquid Securities and Restricted Securities. A Portfolio may purchase
securities that are subject to legal or contractual restrictions on resale
("restricted securities"). Generally speaking, restricted securities may be sold
(i) only to qualified institutional buyers; (ii) in a privately negotiated
transaction to a limited number of purchasers; (iii) in limited quantities after
they have been held for a specified period of time and other conditions are met
pursuant to an exemption from registration; or (iv) in a public offering for
which a registration statement is in effect under the Securities Act of 1933, as
amended (the "1933 Act"). Issuers of restricted securities may not be subject to
the disclosure and other investor protection requirements that would be
applicable if their securities were publicly traded.

Restricted securities are often illiquid, but they may also be liquid. For
example, restricted securities that are eligible for resale under Rule 144A are
often deemed to be liquid.

A Portfolio's Board of Trustees has approved guidelines for use by the Advisor
in determining whether a security is liquid or illiquid. Among the factors the
Advisor may consider in reaching liquidity decisions relating to Rule 144A
securities are: (1) the frequency of trades and quotes for the security; (2) the
number of dealers wishing to purchase or sell the security and the number of
other potential purchasers; (3) dealer undertakings to make a market in the
security; and (4) the nature of the security and the nature of the market for
the security (i.e., the time needed to dispose of the security, the method of
soliciting offers, and the mechanics of the transfer issuers of restricted
securities may not be subject to the disclosure and other investor protection
requirements that would be applicable if their securities were publicly traded.
Where a registration statement is required for the resale of restricted
securities, a Portfolio may be required to bear all or part of the registration
expenses. A Portfolio may be deemed to be an "underwriter" for purposes of the
1933 Act, when selling restricted securities to the public and, in such event, a
Portfolio may be liable to purchasers of such securities if the registration
statement prepared by the issuer is materially inaccurate or misleading.

A Portfolio may also purchase securities that are not subject to legal or
contractual restrictions on resale, but that are deemed illiquid. Such
securities may be illiquid, for example, because there is a limited trading
market for them.

A Portfolio may be unable to sell a restricted or illiquid security. In
addition, it may be more difficult to determine a market value for restricted or
illiquid securities. Moreover, if adverse market conditions were to develop
during the period between a Portfolio's decision to sell a restricted or
illiquid security and the point at which a Portfolio is permitted or able to
sell such security, a Portfolio might obtain a price less favorable than the
price that prevailed when it decided to sell. This investment practice,
therefore, could have the effect of increasing the level of illiquidity of a
Portfolio.

Impact of Large Redemptions and Purchases of Portfolio Shares. From time to
time, shareholders of a Portfolio (which may include affiliated and/or
non-affiliated registered investment companies that invest in a Portfolio) may
make relatively large redemptions or purchases of Portfolio shares. These
transactions may cause a Portfolio 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 a Portfolio's performance to the extent that a Portfolio 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 a Portfolio's expense ratio.

Industrial Development and Pollution Control Bonds (Tax-Exempt Portfolio only).
Industrial Development and Pollution Control Bonds (which are types of private
activity bonds), although nominally issued by municipal authorities, are
generally not secured by the taxing power of the municipality but are secured by
the revenues of the authority derived from payments by the industrial user.
Under federal income tax legislation, certain types of Industrial Development
Bonds and Pollution Control Bonds may no longer be issued on a tax-exempt basis,
although previously issued bonds of these types and certain refundings of such
bonds are not affected. For the purposes of a Portfolio's investment limitation
regarding concentration of investments in any one industry, industrial
development or other private activity bonds ultimately payable by companies
within the same industry will be considered as if they were issued by issuers in
the same industry.

Interfund Borrowing and Lending Program. The Trust, on behalf of the Portfolios,
has received exemptive relief from the SEC which permits a fund to participate
in an interfund borrowing and lending program among certain investment companies
advised by the Advisor. The interfund borrowing and lending program allows the
participating funds to borrow money from and loan money to each other for
temporary or emergency purposes. The program is subject to a number of
conditions designed to ensure fair and equitable treatment of all participating
funds, including the following: (1) no fund may borrow money through the program
unless it receives a more favorable interest rate than a rate approximating the
lowest interest rate at which bank loans would be available to any of the
participating funds under a loan agreement; and (2) no fund may lend money
through the program unless it receives a more favorable return than that
available from an investment in repurchase agreements and, to the extent
applicable, money market cash sweep arrangements. In addition, a fund may
participate in the program only if and to the extent that such participation is
consistent with the fund's investment objectives and policies (for instance,
money market funds would normally participate only as lenders and tax exempt
funds only as borrowers). Interfund loans and borrowings may extend overnight,
but could have a maximum duration of seven days. Loans may be called on one
day's notice. A fund may have to borrow from a bank at a higher interest rate if
an interfund loan is called or not renewed. Any delay in repayment to a lending
fund could result in a lost investment opportunity or additional costs. The
program is subject to the oversight and periodic review of the Boards of the
participating funds. To the extent a Portfolio is actually engaged in borrowing
through the interfund lending program, a Portfolio, as a matter of
nonfundamental policy, may not borrow except in accordance with its fundamental
and nonfundamental policies.

Letters of Credit (Tax-Exempt Portfolio only). Municipal obligations, including
certificates of participation, commercial paper and other short-term
obligations, may be backed by an irrevocable letter of credit of a bank which
assumes the obligation for payment of principal and interest in the event of
default by the issuer. Only banks which, in the opinion of the Advisor, are of
investment quality comparable to other permitted investments of a Portfolio may
be used for letter of credit backed investments.

Maintenance of $1.00 Net Asset Value, Credit Quality and Portfolio Maturity.
Pursuant to Rule 2a-7 of the 1940 Act, a Portfolio effects sales, redemptions
and repurchases at the net asset value per share, normally $1.00. In fulfillment
of its responsibilities under that rule, the Board of Trustees has approved
policies established by the Advisor reasonably calculated to prevent a
Portfolio's net asset value per share from deviating from $1.00 except under
unusual or extraordinary circumstances and the Board will periodically review
the Advisor's operations under such policies at regularly scheduled Board
meetings. Those policies include a weekly monitoring by the Advisor of
unrealized gains and losses in a Portfolio's investment portfolio, and when
necessary, in an effort to avoid deviation, taking corrective action, such as
adjusting the maturity of the investment portfolio, or, if possible, realizing
gains or losses to offset in part unrealized losses or gains. The result of
those policies may be that the yield on shares of a Portfolio will be lower than
would be the case if the policies were not in effect. Such policies also provide
for certain action to be taken with respect to Portfolio securities which
experience a downgrade in rating or suffer a default.

Securities eligible for investment by a Portfolio are those securities which are
generally rated (or issued by an issuer with comparable securities rated) in one
of the two highest short-term rating categories by at least two rating services
(or by one rating service, if no other rating agency has issued a rating with
respect to that security); 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.. A Portfolio will not invest more than 5% of its total assets in the
securities of a single issuer, other than the US Government. A Portfolio may,
however, invest more than 5% of its total assets in the first tier securities
(as defined in Rule 2a-7) of a single issuer for a period of up to three
business days after purchase, although a Portfolio may not make more than one
such investment at any time during such period. A Portfolio may not invest more
than 5% of its total assets in securities which were second tier securities (as
defined in Rule 2a-7) when acquired by a Portfolio. Further, a Portfolio may not
invest more than the greater of (1) 1% of its total assets, or (2) one million
dollars, in the securities of a single issuer which were second tier securities
(as defined in Rule 2a-7) when acquired by a Portfolio. For a description of
these ratings, see "Appendix B -- Ratings of Investments" in this SAI.

The assets of a Portfolio consist entirely of cash items and investments having
an effective maturity date of 397 calendar days (approximately 13 months) or
less from the date of purchase (including investment in repurchase agreements,
in which case maturity is measured by the repurchase date, without respect to
the maturity of the underlying obligation). The term "Government and Agency
Securities," as used herein, means securities issued or guaranteed as to
principal or interest by the US Government, its agencies or instrumentalities. A
Portfolio will be managed so that the average maturity of all instruments (on a
dollar-weighted basis) will be 90 days or less. The average maturity of a
Portfolio will vary according to the management's appraisal of money market
conditions. A Portfolio will invest only in securities determined by the
Advisor, pursuant to procedures adopted by the Board, to be of high quality with
minimal credit risks.

Municipal Lease Obligations and Participation Interests (Tax-Exempt Portfolio
only). Participation interests represent undivided interests in municipal
leases, installment purchase contracts, conditional sales contracts or other
instruments. These are typically issued by a trust or other entity which has
received an assignment of the payments to be made by the state or political
subdivision under such leases or contracts. They may be variable rate or fixed
rate.

A Portfolio may purchase from banks participation interests in all or part of
specific holdings of municipal obligations, provided the participation interest
is fully insured. Each participation is backed by an irrevocable letter of
credit or guarantee of the selling bank that the Advisor has determined meets
the prescribed quality standards of a Portfolio. Therefore, either the credit of
the issuer of the municipal obligation or the selling bank, or both, will meet
the quality standards of the particular fund. A Portfolio has the right to sell
the participation back to the bank after seven days' notice for the full
principal amount of a Portfolio's interest in the municipal obligation plus
accrued interest, but only (i) as required to provide liquidity to a Portfolio,
(ii) to maintain a high quality investment portfolio or (iii) upon a default
under the terms of the municipal obligation. The selling bank will receive a fee
from a Portfolio in connection with the arrangement. A Portfolio will not
purchase participation interests unless in the opinion of bond counsel, counsel
for the issuers of such participations or counsel selected by the Advisor, the
interest from such participations is exempt from regular federal income tax for
a Portfolio.

A municipal lease obligation may take the form of a lease, installment purchase
contract or conditional sales contract which is issued by a state or local
government and authorities to acquire land, equipment and facilities. Income
from such obligations is generally exempt from state and local taxes in the
state of issuance. Municipal lease obligations frequently involve special risks
not normally associated with general obligations or revenue bonds. Leases and
installment purchase or conditional sale contracts (which normally provide for
title in the leased asset to pass eventually to the governmental issuer) have
evolved as a means for governmental issuers to acquire property and equipment
without meeting the constitutional and statutory requirements for the issuance
of debt. The debt issuance limitations are deemed to be inapplicable because of
the inclusion in many leases or contracts of "non-appropriation" clauses that
relieve the governmental issuer of any obligation to make future payments under
the lease or contract unless money is appropriated for such purpose by the
appropriate legislative body on a yearly or other periodic basis. In addition,
such leases or contracts may be subject to the temporary abatement of payments
in the event the issuer is prevented from maintaining occupancy of the leased
premises or utilizing the leased equipment. Although the obligations may be
secured by the leased equipment or facilities, the disposition of the property
in the event of nonappropriation or foreclosure might prove difficult, time
consuming and costly, and result in a delay in recovery or the failure to fully
recover a Portfolio's original investment. A Portfolio may also invest in a
municipal lease obligation by purchasing a participation interest in a municipal
lease obligation.

Certain municipal lease obligations and participation interests may be deemed
illiquid for the purpose of a Portfolio's limitation on investments in illiquid
securities. Other municipal lease obligations and participation interests
acquired by a Portfolio may be determined by the Advisor to be liquid securities
for the purpose of such limitation. In determining the liquidity of municipal
lease obligations and participation interests, the Advisor will consider a
variety of factors including: (1) the willingness of dealers to bid for the
security; (2) the number of dealers willing to purchase or sell the obligation
and the number of other potential buyers; (3) the frequency of trades or quotes
for the obligation; and (4) the nature of the marketplace trades. In addition,
the Advisor will consider factors unique to particular lease obligations and
participation interests affecting the marketability thereof. These include the
general creditworthiness of the issuer, the importance to the issuer of the
property covered by the lease and the likelihood that the marketability of the
obligation will be maintained throughout the time the obligation is held by a
Portfolio.

A Portfolio may purchase participation interests in municipal lease obligations
held by a commercial bank or other financial institution. Such participations
provide a Portfolio with the right to a pro rata undivided interest in the
underlying municipal lease obligations. In addition, such participations
generally provide a Portfolio with the right to demand payment, on not more than
seven days' notice, of all or any part of such Portfolio's participation
interest in the underlying municipal lease obligation, plus accrued interest.

Municipal Securities (Tax-Exempt Portfolio only). Certain Municipal Securities,
such as industrial development bonds, are issued by or on behalf of public
authorities to obtain funds for purposes including privately operated airports,
housing, conventions, trade shows, ports, sports, parking or pollution control
facilities or for facilities for water, gas, electricity or sewage and solid
waste disposal. Such obligations, which may include lease arrangements, are
included within the term Municipal Securities if the interest paid thereon is
exempt from federal income tax. Other types of industrial development bonds, the
proceeds of which are used for the construction, equipment, repair or
improvement of privately operated industrial or commercial facilities, may
constitute Municipal Securities, although current federal tax laws place
substantial limitations on the size of such issues.

Municipal Securities which a Portfolio may purchase include, without limitation,
debt obligations issued to obtain funds for various public purposes, including
the construction of a wide range of public facilities such as airports, bridges,
highways, housing, hospitals, mass transportation, public utilities, schools,
streets, and water and sewer works. Other public purposes for which Municipal
Securities may be issued include refunding outstanding obligations, obtaining
funds for general operating expenses and obtaining funds to loan to other public
institutions and facilities.

Tax anticipation notes typically are sold to finance working capital needs of
municipalities in anticipation of receiving property taxes on a future date.
Bond anticipation notes are sold on an interim basis in anticipation of a
municipality issuing a longer-term bond in the future. Revenue anticipation
notes are issued in expectation of receipt of other types of revenue such as
those available under the Federal Revenue Sharing Program. Construction loan
notes are instruments insured by the Federal Housing Administration with
permanent financing by Fannie Mae or "Ginnie Mae" (the Government National
Mortgage Association) at the end of the project construction period.
Pre-refunded municipal bonds are bonds which are not yet refundable, but for
which securities have been placed in escrow to refund an original municipal bond
issue when it becomes refundable. Tax-free commercial paper is an unsecured
promissory obligation issued or guaranteed by a municipal issuer. A Portfolio
may purchase other Municipal Securities similar to the foregoing, which are or
may become available, including securities issued to pre-refund other
outstanding obligations of municipal issuers.

A Portfolio will invest in Municipal Securities that at the time of purchase:
(a) are rated within the two highest-ratings for Municipal Securities assigned
by Moody's (Aaa or Aa) or assigned by S&P (AAA or AA); (b) are guaranteed or
insured by the US Government as to the payment of principal and interest; (c)
are fully collateralized by an escrow of US Government securities acceptable to
a Portfolio's Advisor; (d) have at the time of purchase Moody's short-term
Municipal Securities rating of MIG-2 or higher or a municipal commercial paper
rating of P-2 or higher, or S&P's municipal commercial paper rating of A-2 or
higher; (e) are unrated, if longer term Municipal Securities of that issuer are
rated within the two highest rating categories by Moody's or S&P; or (f) are
determined to be at least equal in quality to one or more of the above ratings
in the discretion of a Portfolio's Advisor. See "Appendix B" for a more detailed
discussion of the Moody's and S&P ratings outlined above. In addition, a
Portfolio limits its investments to securities that meet the quality
requirements of Rule 2a-7 under the 1940 Act. See "Net Asset Value."

Dividends representing net tax-exempt interest income received by Tax-Exempt
Portfolio on Municipal Securities may be exempt from regular federal income tax
when distributed to the Portfolio's shareholders. Please refer to the section in
this SAI entitled "Taxes" for more information concerning the federal income tax
treatment of dividends representing net tax-exempt interest income received by
Tax-Exempt Portfolio on Municipal Securities. Such dividend income may be
subject to state and local taxes. Tax-Exempt Portfolio's assets will consist of
Municipal Securities, taxable temporary investments as described below and cash.
A Portfolio considers short-term Municipal Securities to be those that have a
remaining maturity of 397 calendar days (approximately 13 months) or less.
Examples of Municipal Securities that are issued with original maturities of one
year or less are short-term tax anticipation notes, bond anticipation notes,
revenue anticipation notes, construction loan notes, pre-refunded municipal
bonds, warrants and tax-free commercial paper.

Municipal Securities generally are classified as "general obligation" or
"revenue" issues. General obligation bonds are secured by the issuer's pledge of
its full credit and taxing power for the payment of principal and interest.
Revenue bonds are payable only from the revenues derived from a particular
facility or class of facilities or, in some cases, from the proceeds of a
special excise tax or other specific revenue source such as the user of the
facility being financed. Industrial development bonds held by a Portfolio are in
most cases revenue bonds and generally are not payable from the unrestricted
revenues of the issuer, and do not constitute the pledge of the credit of the
issuer of such bonds. Among other types of instruments, a Portfolio may purchase
tax-exempt commercial paper, warrants and short-term municipal notes such as tax
anticipation notes, bond anticipation notes, revenue anticipation notes,
construction loan notes and other forms of short-term loans. Such notes are
issued with a short-term maturity in anticipation of the receipt of tax
payments, the proceeds of bond placements or other revenues. A Portfolio may
invest in short-term "private activity" bonds.

The federal bankruptcy statutes relating to the adjustments of debts of
political subdivisions and authorities of states of the United States provide
that, in certain circumstances, such subdivisions or authorities may be
authorized to initiate bankruptcy proceedings without prior notice to or consent
of creditors, which proceedings could result in material adverse changes in the
rights of holders of obligations issued by such subdivisions or authorities.

Litigation challenging the validity under state constitutions of present systems
of financing public education has been initiated or adjudicated in a number of
states and legislation has been introduced to effect changes in public school
finances in some states. In other instances, there has been litigation
challenging the issuance of pollution control revenue bonds or the validity of
their issuance under state or federal law that ultimately could affect the
validity of those Municipal Securities or the federal income tax-free nature of
the interest thereon.

Municipal Trust Receipts (Tax-Exempt Portfolio only). Tax-Exempt Portfolio may
invest up to 50% of its net assets in municipal trust receipts ("MTRs"). An
additional 10% of the Portfolio's net assets may also be invested in MTRs on a
temporary basis at the Advisor's discretion to manage inflows into the
Portfolio. MTRs are sometimes called municipal asset-backed securities, floating
rate trust certificates, or municipal securities trust receipts. MTRs are
typically structured by a bank, broker-dealer or other financial institution by
depositing municipal securities into a trust or partnership, coupled with a
conditional right to sell, or put, the holder's interest in the underlying
securities at par plus accrued interest to a financial institution. MTRs may be
issued as fixed or variable rate instruments. These trusts are organized so that
the purchaser of the MTR would be considered to be investing for federal income
tax purposes in the underlying municipal securities. This structure is intended
to allow the federal income tax-exempt status of interest generated by the
underlying asset to pass through to the purchaser. The Portfolio's investments
in MTRs are subject to similar risks as other investments in debt obligations,
including interest rate risk, credit risk and security selection risk.
Additionally, investments in MTRs raise certain tax issues that may not be
presented by direct investments in municipal bonds. There is some risk that
certain issues could be resolved in a manner that could adversely impact the
performance of the Portfolio. The Portfolio expects to invest in MTRs for which
a legal opinion has been given to the effect that the income from an MTR is
tax-exempt for federal income tax purposes to the same extent as the underlying
bond(s), although it is possible that the Internal Revenue Service (the "IRS")
will take a different position and there is a risk that the interest paid on
such MTRs would be deemed taxable.

Repurchase Agreements. A Portfolio may invest in repurchase agreements, which
are instruments under which a Portfolio acquires ownership of a security from a
broker-dealer or bank that agrees to repurchase the security at a mutually
agreed upon time and price (which price is higher than the purchase price),
thereby determining the yield during a Portfolio's holding period. Maturity of
the securities subject to repurchase may exceed one year. In the event of a
bankruptcy or other default of a seller of a repurchase agreement, a Portfolio
might have expenses in enforcing its rights, and could experience losses,
including a decline in the value of the underlying securities and loss of
income.

A Portfolio may enter into repurchase agreements with any member bank of the
Federal Reserve System or any domestic broker/dealer which is recognized as a
reporting government securities dealer if the creditworthiness of the bank or
broker/dealer has been determined by the Advisor to be at least as high as that
of other obligations a Portfolio may purchase or to be at least equal to that of
issuers of commercial paper rated within the two highest grades assigned by
Moody's, S&P or Fitch.

A repurchase agreement provides a means for a Portfolio to earn taxable income
on funds for periods as short as overnight. It is an arrangement under which the
purchaser (i.e., a Portfolio) acquires a security ("Obligation") and the seller
agrees, at the time of sale, to repurchase the Obligation at a specified time
and price. Securities subject to a repurchase agreement are held in a segregated
account and the value of such securities kept at least equal to the repurchase
price on a daily basis. The repurchase price may be higher than the purchase
price, the difference being income to a Portfolio, or the purchase and
repurchase prices may be the same, with interest at a stated rate due to a
Portfolio together with the repurchase price on the date of repurchase. In
either case, the income to a Portfolio (which is taxable for federal income tax
purposes) is unrelated to the interest rate on the Obligation itself.
Obligations will be held by the custodian or in the Federal Reserve Book Entry
system.

It is not clear whether a court would consider the Obligation purchased by a
Portfolio subject to a repurchase agreement as being owned by that Portfolio or
as being collateral for a loan by a Portfolio to the seller. In the event of the
commencement of bankruptcy or insolvency proceedings with respect to the seller
of the Obligation before repurchase of the Obligation under a repurchase
agreement, a Portfolio may encounter delay and incur costs before being able to
sell the security. Delays may involve loss of interest or decline in price of
the Obligation. If the court characterized the transaction as a loan and a
Portfolio has not perfected an interest in the Obligation, a Portfolio may be
required to return the Obligation to the seller's estate and be treated as an
unsecured creditor of the seller. As an unsecured creditor, a Portfolio is at
risk of losing some or all of the principal and income involved in the
transaction. As with any unsecured debt obligation purchased for a Portfolio,
the Advisor seeks to minimize the risk of loss through repurchase agreements by
analyzing the creditworthiness of the obligor, in this case the seller of the
Obligation. Apart from the risk of bankruptcy or insolvency proceedings, there
is also the risk that the seller may fail to repurchase the Obligation, in which
case a Portfolio may incur a loss if the proceeds to a Portfolio of the sale to
a third party are less than the repurchase price. However, if the market value
of the Obligation subject to the repurchase agreement becomes less than the
repurchase price (including interest), a Portfolio will direct the seller of the
Obligation to deliver additional securities so that the market value of all
securities subject to the repurchase agreement will equal or exceed the
repurchase price. It is possible that a Portfolio will be unsuccessful in
seeking to enforce the seller's contractual obligation to deliver additional
securities.

Commercial Paper. Subject to its investment objectives and policies, a Portfolio
may invest in commercial paper issued by major corporations under the 1933 Act
in reliance on the exemption from registration afforded by Section 3(a)(3)
thereof. Such commercial paper may be issued only to finance current
transactions and must mature in nine months or less. Trading of such commercial
paper is conducted primarily by institutional investors through investment
dealers, and individual investor participation in the commercial paper market is
very limited. A Portfolio also may invest in commercial paper issued in reliance
on the so-called "private placement" exemption from registration afforded by
Section 4(2) of the 1933 Act ("Section 4(2) paper"). Section 4(2) paper is
restricted as to disposition under the federal securities laws, and generally is
sold to institutional investors such as a Portfolio who agree that they are
purchasing the paper for investment and not with a view to public distribution.
Any resale by the purchaser must be in an exempt transaction. Section 4(2) paper
normally is resold to other institutional investors like a Portfolio through or
with the assistance of the issuer or investment dealers who make a market in the
Section 4(2) paper, thus providing liquidity. The Advisor considers the legally
restricted but readily saleable Section 4(2) paper to be liquid; however,
pursuant to procedures approved by a Portfolio's Board, if a particular
investment in Section 4(2) paper is not determined to be liquid, that investment
will be included within the limitation of a fund on illiquid securities. The
Advisor monitors the liquidity of its investments in Section 4(2) paper on a
continuing basis.

Securities Backed by Guarantees. A Portfolio may invest in securities backed by
guarantees from banks, insurance companies and other financial institutions. A
money market fund's ability to maintain a stable share price may depend upon
such guarantees, which are not supported by federal deposit insurance.
Consequently, changes in the credit quality of these institutions could have an
adverse impact on securities they have guaranteed or backed, which could cause
losses to a Portfolio and affect its share price.

Stand-by Commitments. A stand-by commitment is a right acquired by a Portfolio,
when it purchases a municipal obligation from a broker, dealer or other
financial institution ("seller"), to sell up to the same principal amount of
such securities back to the seller, at a Portfolio's option, at a specified
price. Stand-by commitments are also known as "puts." The exercise by a
Portfolio of a stand-by commitment is subject to the ability of the other party
to fulfill its contractual commitment.

Stand-by commitments acquired by a Portfolio may have the following features:
(1) they will be in writing and will be physically held by a Portfolio's
custodian; (2) a Portfolio's right to exercise them will be unconditional and
unqualified; (3) they will be entered into only with sellers which in the
Advisor's opinion present a minimal risk of default; (4) although stand-by
commitments will not be transferable, municipal obligations purchased subject to
such commitments may be sold to a third party at any time, even though the
commitment is outstanding; and (5) their exercise price will be (i) a
Portfolio's acquisition cost (excluding any accrued interest which a Portfolio
paid on their acquisition), less any amortized market premium or plus any
amortized original issue discount during the period a Portfolio owned the
securities, plus (ii) all interest accrued on the securities since the last
interest payment date.

A Portfolio expects that stand-by commitments generally will be available
without the payment of any direct or indirect consideration. However, if
necessary or advisable, a Portfolio will pay for stand-by commitments, either
separately in cash or by paying a higher price for Portfolio securities which
are acquired subject to the commitments.

It is difficult to evaluate the likelihood of use or the potential benefit of a
stand-by commitment. Therefore, it is expected that the Advisor will determine
that stand-by commitments ordinarily have a "fair value" of zero, regardless of
whether any direct or indirect consideration was paid. However, if the market
price of the security subject to the stand-by commitment is less than the
exercise price of the stand-by commitment, such security will ordinarily be
valued at such exercise price. Where a Portfolio has paid for a stand-by
commitment, its cost will be reflected as unrealized depreciation for the period
during which the commitment is held.

The IRS has issued a favorable revenue ruling to the effect that, under
specified circumstances, a registered investment company will be the owner of
tax-exempt municipal obligations acquired subject to a put option. The IRS has
also issued private letter rulings to certain taxpayers (which do not serve as
precedent for other taxpayers) to the effect that tax-exempt interest received
by a regulated investment company with respect to such obligations will be
tax-exempt in the hands of the company and may be distributed to its
shareholders as exempt-interest dividends. The IRS has subsequently announced
that it will not ordinarily issue advance ruling letters as to the identity of
the true owner of property in cases involving the sale of securities or
participation interests therein if the purchaser has the right to cause the
security, or the participation interest therein, to be purchased by either the
seller or a third party. A Portfolio intends to take the position that it owns
any municipal obligations acquired subject to a Stand-by Commitment and that
tax-exempt interest earned with respect to such municipal obligations will be
tax-exempt in its hands. There is no assurance that the Service will agree with
such position in any particular case.

Third Party Puts. A Portfolio may purchase long-term fixed rate bonds that have
been coupled with an option granted by a third party financial institution
allowing a Portfolio at specified intervals not exceeding 397 calendar days to
tender (or "put") the bonds to the institution and receive the face value
thereof (plus accrued interest). These third party puts are available in several
different forms, may be represented by custodial receipts or trust certificates
and may be combined with other features such as interest rate swaps. A Portfolio
receives a short-term rate of interest (which is periodically reset), and the
interest rate differential between that rate and the fixed rate on the bond is
retained by the financial institution. The financial institution granting the
option does not provide credit enhancement, and in the event that there is a
default in the payment of principal or interest, or downgrading of a bond or a
loss of the bond's tax-exempt status, the put option will terminate
automatically, the risk to a Portfolio will be that of holding such a long-term
bond and the weighted average maturity of a Portfolio's investments and the
Portfolio's liquidity would be adversely affected.

These bonds coupled with puts may present the same tax issues as are associated
with Stand-By Commitments. As with any Stand-By Commitments acquired by a
Portfolio, a Portfolio intends to take the position for federal income tax
purposes that it is the owner of any municipal obligation acquired subject to a
third-party put, and that tax-exempt interest earned with respect to such
municipal obligations will be tax-exempt in its hands. There is no assurance
that the IRS will agree with such position in any particular case. Additionally,
the federal income tax treatment of certain other aspects of these investments,
including the treatment of tender fees and swap payments, in relation to various
regulated investment company tax provisions is unclear. However, the Advisor
seeks to manage a Portfolio in a manner designed to minimize any adverse impact
from these investments.

US Government Securities. There are two broad categories of US Government debt
instruments: (a) direct obligations of the US Treasury, and (b) securities
issued or guaranteed by US Government agencies.

Examples of direct obligations of the US Treasury are Treasury bills, notes,
bonds and other debt securities issued by the US Treasury. These instruments are
backed by the "full faith and credit" of the United States. They differ
primarily in interest rates, the length of maturities and the dates of issuance.
Treasury bills have original maturities of one year or less. Treasury notes have
original maturities of one to ten years and Treasury bonds generally have
original maturities of greater than ten years.

Some agency securities are backed by the full faith and credit of the United
States (such as Maritime Administration Title XI Ship Financing Bonds and Agency
for International Development Housing Guarantee Program Bonds) and others are
backed only by the rights of the issuer to borrow from the US Treasury (such as
Federal Home Loan Bank Bonds and Federal National Mortgage Association Bonds),
while still others, such as the securities of the Federal Farm Credit Bank, are
supported only by the credit of the issuer. With respect to securities supported
only by the credit of the issuing agency or by an additional line of credit with
the US Treasury, there is no guarantee that the US Government will provide
support to such agencies and such securities may involve risk of loss of
principal and interest.

US Government Securities may include "zero coupon" securities that have been
stripped by the US Government of their unmatured interest coupons and
collateralized obligations issued or guaranteed by a US Government agency or
instrumentality.

Interest rates on US Government obligations may be fixed or variable. Interest
rates on variable rate obligations are adjusted at regular intervals, at least
annually, according to a formula reflecting then current specified standard
rates, such as 91-day US Treasury bill rates. These adjustments generally tend
to reduce fluctuations in the market value of the securities.

Normally, the value of investments in US Government Securities varies inversely
with changes in interest rates. For example, as interest rates rise the value of
investments in US Government Securities will tend to decline, and as interest
rates fall the value of a Portfolio's investments will tend to increase. In
addition, the potential for appreciation in the event of a decline in interest
rates may be limited or negated by increased principal prepayments with respect
to certain Mortgage-Backed Securities, such as Government National Mortgage
Association ("GNMA") (also known as Ginnie Mae) Certificates. Prepayments of
high interest rate Mortgage-Backed Securities during times of declining interest
rates will tend to lower the return of a Portfolio and may even result in losses
to a Portfolio if some securities were acquired at a premium. Moreover, during
periods of rising interest rates, prepayments of Mortgage-Backed Securities may
decline, resulting in the extension of a Portfolio's average maturity. As a
result, a Portfolio's return may experience greater volatility during periods of
rising interest rates than under normal market conditions.

The Federal National Mortgage Association ("FNMA") (also known as Fannie Mae)
and the Federal Home Loan Mortgage Corporation ("FHLMC") (also known as Freddie
Mac) were previously government-sponsored corporations owned entirely by private
stockholders. Both issue mortgage-related securities that contain guarantees as
to timely payment of interest and principal but that are not backed by the full
faith and credit of the US government. The value of the companies' securities
fell sharply in 2008 due to concerns that the firms did not have sufficient
capital to offset losses. In mid-2008, the US Treasury was authorized to
increase the size of home loans that FNMA and FHLMC could purchase in certain
residential areas and, until 2009, to lend FNMA and FHLMC emergency funds and to
purchase the companies' stock. In September 2008, the US Treasury announced that
FNMA and FHLMC had been placed in conservatorship by the Federal Housing Finance
Agency ("FHFA"), a newly created independent regulator. In addition to placing
the companies in conservatorship, the US Treasury announced three additional
steps that it intended to take with respect to FNMA and FHLMC. First, the US
Treasury has entered into preferred stock purchase agreements ("PSPAs") under
which, if the FHFA determines that FNMA's or FHLMC's liabilities have exceeded
its assets under generally accepted accounting principles, the US Treasury will
contribute cash capital to the company in an amount equal to the difference
between liabilities and assets. The PSPAs are designed to provide protection to
the senior and subordinated debt and the mortgage-backed securities issued by
FNMA and FHLMC. Second, the US Treasury established a new secured lending credit
facility that is available to FNMA and FHLMC until December 2009. Third, the US
Treasury initiated a temporary program to purchase FNMA and FHLMC
mortgage-backed securities, which is expected to continue until December 2009.
No assurance can be given that the US Treasury initiatives discussed above with
respect to the debt and mortgage-backed securities issued by FNMA and FHLMC will
be successful.

Variable Rate Securities. A Portfolio may invest in instruments having rates of
interest that are adjusted periodically or that "float" continuously according
to formulae intended to minimize fluctuation in values of the instruments
("Variable Rate Securities"). The interest rate of Variable Rate Securities
ordinarily is determined by reference to or is a percentage of an objective
standard such as a bank's prime rate, the 90-day US Treasury Bill rate, or the
rate of return on commercial paper or bank certificates of deposit. Generally,
the changes in the interest rate on Variable Rate Securities reduce the
fluctuation in the market value of such securities. Accordingly, as interest
rates decrease or increase, the potential for capital appreciation or
depreciation is less than for fixed-rate obligations. Some Variable Rate
Securities have a demand feature entitling the purchaser to resell the
securities at an amount approximately equal to amortized cost or the principal
amount thereof plus accrued interest ("Variable Rate Demand Securities"). As is
the case for other Variable Rate Securities, the interest rate on Variable Rate
Demand Securities varies according to some objective standard intended to
minimize fluctuation in the values of the instruments. A Portfolio determines
the maturity of Variable Rate Securities in accordance with Rule 2a-7, which
allows a Portfolio to consider certain of such instruments as having maturities
shorter than the maturity date on the face of the instrument.

Investment Company Securities. A Portfolio may acquire securities of other
investment companies to the extent consistent with its investment objective and
investment policies and subject to the limitations of the 1940 Act. A Portfolio
will indirectly bear its proportionate share of any management fees and other
expenses paid by such other investment companies.

Portfolio Holdings

In addition to the public disclosure of portfolio holdings through required
Securities and Exchange Commission ("SEC") quarterly filings, a Portfolio may
make its portfolio holdings information publicly available on the DWS Funds' Web
site as described in each Portfolio's prospectus. Each Portfolio does not
disseminate non-public information about portfolio holdings except in accordance
with policies and procedures adopted by each Portfolio.

Each Portfolio'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 each Portfolio 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 each Portfolio's procedures. This non-public
information may also be disclosed, subject to the requirements described below,
to certain third parties, such as securities lending agents, financial printers,
proxy voting firms, mutual fund analysts and rating and tracking agencies, or to
shareholders in connection with in-kind redemptions (collectively, "Authorized
Third Parties").

Prior to any disclosure of each Portfolio's non-public portfolio holdings
information to Authorized Third Parties, a person authorized by each Portfolio's
Trustees must make a good faith determination in light of the facts then known
that a Portfolio has a legitimate business purpose for providing the
information, that the disclosure is in the best interest of each Portfolio, 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 each Portfolio or
DeAM for disclosing non-public holdings information. Periodic reports regarding
these procedures will be provided to each Portfolio's Trustees.

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 each
Portfolio and information derived therefrom, including, but not limited to, how
each Portfolio'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, alpha, beta,
tracking error, default rate, portfolio turnover, and risk and style
characteristics ratings so long as the identity of each Portfolio'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 a
Portfolio's Trustees exercise control over such policies. In addition, separate
account clients of DeAM have access to their portfolio holdings and are not
subject to a Portfolio'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 a Portfolio.

DeAM also manages certain unregistered commingled trusts and creates model
portfolios, the portfolio holdings of which may substantially overlap with the
portfolio holdings of a Portfolio. 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 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 a Portfolio's policies and procedures with respect to
the disclosure of portfolio holdings information will protect a Portfolio from
the potential misuse of portfolio holdings information by those in possession of
that information.

                          MANAGEMENT OF THE PORTFOLIOS

Investment Advisor

DIMA, which is part of Deutsche Asset Management ("DeAM"), is the investment
advisor for the Portfolios. Under the supervision of the Boards of Trustees of
the Portfolios, DIMA, with headquarters at 345 Park Avenue, New York, New York,
makes the Portfolios' investment decisions, buys and sells securities for the
Portfolios and conducts research that leads to these purchase and sale
decisions. The Advisor manages each Portfolio's daily investment and business
affairs subject to the policies established by the Trust's Board of Trustees.
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. DIMA is also responsible for selecting brokers
and dealers and for negotiating brokerage commissions and dealer charges.

DeAM 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. DeAM is a global asset management organization that offers a wide range
of investing expertise and resources, including hundreds of portfolio managers
and analysts and an office network that reaches the world's major investment
centers. This well-resourced global investment platform brings together a wide
variety of experience and investment insight, across industries, regions, asset
classes and investing styles. DIMA is an indirect, wholly owned subsidiary of
Deutsche Bank AG. Deutsche Bank AG is a major global banking institution that is
engaged in a wide range of financial services, including investment management,
mutual fund, retail, private and commercial banking, investment banking and
insurance. DWS Investments is part of Deutsche Bank's Asset Management division
and, within the US, represents the retail asset management activities of
Deutsche Bank AG, Deutsche Bank Trust Company Americas, Deutsche Investment
Management Americas Inc. and DWS Trust Company.

The Advisor 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 a Portfolio 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 a Portfolio is likely to differ from these other mutual funds in size, cash
flow pattern and tax matters. Accordingly, the holdings and performance of a
Portfolio can be expected to vary from those of these other mutual funds.

Certain investments may be appropriate for a Portfolio and also for other
clients advised by the Advisor. Investment decisions for a Portfolio 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 a Portfolio. Purchase and sale orders for a Portfolio may be combined
with those of other clients of the Advisor in the interest of achieving the most
favorable net results to a Portfolio.

The Trustees and the shareholders of Government & Agency Securities Portfolio
and Tax-Exempt Portfolio approved amended and restated investment management
agreements (each an "Amended Investment Management Agreement").

Each Amended Investment Management Agreement continues in effect from year to
year only if its continuance is approved annually by the vote of a majority of
those Trustees who are not parties to such Amended Investment Management
Agreement or interested persons of the Advisor or the Trusts ("Independent
Trustees" or "Non-interested Trustees"), cast in person at a meeting called for
the purpose of voting on such approval, and either by a vote of the Trusts'
Trustees or of a majority of the outstanding voting securities of a Portfolio.

In reviewing the terms of the Amended Investment Management Agreements, and in
discussions with the Advisor concerning such agreements, the Trustees of the
Trust who are not "interested persons" of the Advisor are represented by
independent counsel at the Portfolios' expense.

Pursuant to each Amended Investment Management Agreement between each of the
Government & Agency Securities Portfolio and Tax-Exempt Portfolio and the
Advisor, the Advisor provides continuing investment management of a Portfolio's
assets. In addition to the investment management of a Portfolio's assets, the
Advisor determines the investments to be made for a 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 a Portfolio's
policies as stated in its prospectus and SAI, or as adopted by the Portfolios'
Board. The Advisor will also monitor, to the extent not monitored by a
Portfolio's administrator or other agent, a Portfolio's compliance with its
investment and tax guidelines and other compliance policies.

The Advisor provides assistance to the Portfolios' Board in valuing the
securities and other instruments held by the Portfolios, to the extent
reasonably required by valuation policies and procedures that may be adopted by
the Portfolios.

Pursuant to each Amended Investment Management Agreement (unless otherwise
provided in the Amended Investment Management Agreement or as determined by a
Portfolio's 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 Portfolios, including a Portfolio's share of payroll
taxes, who are affiliated persons of the Advisor.

Each Amended Investment Management Agreement provides that a Portfolio is
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
Portfolio, the Portfolio's custodian, or other agents of the Portfolio; taxes
and governmental fees; fees and expenses of the Portfolio'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 Portfolio; and litigation expenses and other
extraordinary expenses not incurred in the ordinary course of the Portfolio's
business.

Each Amended Investment Management Agreement allows the Advisor to delegate any
of its duties under the Amended Investment Management Agreement to a subadvisor,
subject to a majority vote of the Board of the Portfolios, including a majority
of the Independent Board Members, and, if required by applicable law, subject to
a majority vote of a Portfolio's shareholders.

Each Amended Investment Management Agreement provides that the Advisor shall not
be liable for any error of judgment or mistake of law or for any loss suffered
by a Portfolio in connection with matters to which the Amended Investment
Management 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 Amended Investment Management Agreement. Each Amended
Investment Management Agreement 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 applicable Portfolio on 60 days' written notice.

For all services provided under the Amended Investment Management Agreements,
each Portfolio pays the Advisor a fee, computed daily and paid monthly, at the
annual rate as a percentage of net assets shown below:

<TABLE>
<CAPTION>
Portfolio                                                                 Management Fee Rate
---------                                                                 -------------------

<S>                                                                      <C>
Government & Agency Securities Portfolio(1), (2)                         0.120% to $500 million
                                                                        0.100% next $500 million
                                                                        0.075% next $1.0 billion
                                                                        0.060% next $1.0 billion
                                                                           0.050% thereafter

Tax-Exempt Portfolio(1)
                                                                        0.120% to $500 million
                                                                        0.100% next $500 million
                                                                        0.075% next $1.0 billion
                                                                        0.060% next $1.0  billion
                                                                           0.050% thereafter
</TABLE>

(1)    The management fee is computed based on the combined average daily net
       assets of the Government & Agency Securities Portfolio, Money Market
       Portfolio and Tax-Exempt Portfolio, each a series of Cash Account Trust,
       and allocated among the Government & Agency Securities Portfolio and
       Tax-Exempt Portfolio based upon each Portfolio's relative net assets.

(2)    The Advisor has agreed to reduce its management fee such that after
       allocation of the fee to each series of Cash Account Trust the amount
       payable by Government & Agency Securities Portfolio will be limited to
       0.050% of its average daily net assets.

Prior to June 1, 2008, for the services and facilities furnished to Government &
Agency Securities Portfolio and Tax-Exempt Portfolio, each a portfolio of Cash
Account Trust, the Portfolios paid a monthly investment management fee on a
graduated basis at 1/12 of 0.22% of the first $500 million of combined average
daily net assets of the Trust, 0.20% of the next $500 million, 0.175% of the
next $1 billion, 0.16% of the next $1 billion and 0.15% of combined average
daily net assets of the Trust over $3 billion. The investment management fee was
computed based on average daily net assets of Government & Agency Securities
Portfolio, Money Market Portfolio and Tax-Exempt Portfolio and allocated among
each Portfolio based upon the relative net assets of each Portfolio. The monthly
fee payable by the portfolios was reduced to the extent necessary in order that
the amount payable by the Government & Agency Securities Portfolio, after
allocation of the fee to the portfolios, was limited to 1/12 of 0.15% of the
average daily net assets attributable to the Government & Agency Securities
Portfolio, with the effect of such fee reduction being applied only to the
Government & Agency Securities Portfolio.

Management Fees:

Government & Agency Securities Portfolio and Tax-Exempt Portfolio paid the
Advisor fees of $7,029,560 (of which $707,785 was waived) and $2,665,307,
respectively, for the fiscal year ended April 30, 2009; $6,714,907 (of which
$419,682 was waived) and $5,823,199, respectively for the fiscal year ended
April 30, 2008; and $3,853,285 (of which $69,497 was waived) and $2,136,882 (of
which $22,576 was waived), respectively, for the fiscal year ended April 30,
2007.

Through March 18, 2010, the Advisor has contractually agreed to waive all or a
portion of its management fee and reimburse or pay operating expenses of the
Government & Agency Securities Portfolio to the extent necessary to maintain the
DWS Government & Agency Money Fund shares total operating expenses at 0.45% of
average daily net assets, excluding certain expenses such as extraordinary
expenses, taxes, brokerage and interest.

Through March 18, 2010, the Advisor has contractually agreed to waive all or a
portion of its management fee and reimburse or pay operating expenses of the
Tax-Exempt Portfolio to the extent necessary to maintain the DWS Tax-Exempt
Money Fund shares total operating expenses at 0.40% of average daily net assets,
excluding certain expenses such as extraordinary expenses, taxes, brokerage and
interest.

From time to time, Deutsche Bank or an affiliate (collectively, "DB") may at its
sole discretion invest its own assets in shares of each Portfolio's
("proprietary investment") for such purposes it deems appropriate, including
investments designed to assist in the management of each Portfolio's portfolio.
Any proprietary investment may be hedged and, in that event, the return on the
proprietary investment, net of the effect of the hedge, would be expected to
differ from the return of each Portfolio. DB has no obligation to make any
proprietary investments and the amount of any proprietary investment that is
made may or may not be significant in comparison to the level of assets of each
Portfolio. In the event that a proprietary investment is made, except as
otherwise required under the Investment Company Act of 1940, DB would be
permitted to redeem the investment at such time that it deems appropriate.

Subadvisor Approval Policy. The Trustees and shareholders of Government & Agency
Securities Portfolio and Tax-Exempt Portfolio approved a new subadvisor policy
for each of these Portfolios (the "Subadvisor Approval Policy"). The Subadvisor
Approval Policy permits the Advisor, subject to the approval of the Board,
including a majority of the Independent Board Members, to terminate an existing
subadvisor or sub-subadvisor and hire another subadvisor or sub-subadvisor, as
applicable, and materially amend an existing subadvisory agreement or
sub-subadvisory agreement without obtaining shareholder approval. The Portfolios
could not implement the Subadvisor Approval Policy without the SEC granting the
Portfolios exemptive relief. A number of other mutual fund complexes have
obtained exemptive relief with respect to an advisor's ability to appoint,
replace or amend the subadvisory agreement with unaffiliated subadvisors and
subadvisors that are wholly owned subsidiaries of the advisor. However,
exemptive relief with regard to an advisor's ability to appoint, replace or
amend the subadvisory agreement with a subadvisor, who is affiliated with, but
not a wholly owned subsidiary of, the advisor, without shareholder approval,
would be more expansive relief than previously granted by the SEC. In addition,
exemptive relief with regard to an advisor's ability to appoint, replace or
amend a sub-subadvisory agreement with a sub-advisor, without shareholder
approval, would be more expansive relief than previously obtained by other
mutual fund complexes. Accordingly, there can be no assurance that the
Portfolios' exemptive application will be granted by the SEC or that it will be
sufficiently broad to allow the Portfolios to implement the Subadvisor Approval
Policy as described above. The SEC also proposed Rule 15a-5 under the 1940 Act
in October 2003 to permit the appointment and termination of subadvisors and
amendments to subadvisory agreements without shareholder approval. No action has
been taken on proposed Rule 15a-5 under the 1940 Act since its proposal and
there is no assurances that the rule will be adopted as proposed. The Portfolios
and the Advisor will be subject to the conditions imposed by the SEC (either by
an exemptive order or as part of the final rule) whenever the Advisor acts under
the Subadvisor Approval Policy, including any shareholder notice requirements.

Code of Ethics

The Board of Trustees of the Trust has adopted a Code of Ethics pursuant to Rule
17j-1 under the 1940 Act. The Trust's Code of Ethics permits access persons of
the Portfolios (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 Portfolios, but
requires compliance with the Code's pre-clearance requirements, subject to
certain exceptions. In addition, the Trust's Code of Ethics provides for trading
"blackout periods" that prohibit trading of personnel within periods of trading
by the Portfolios in the same security. The Trust's 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 Portfolios' Distributor, DIDI)
have each adopted a Code of Ethics pursuant to 17j-1 under the 1940 Act (the
"Consolidated Code"). The Consolidated Code permits access persons to trade in
securities that may be purchased or held by the Portfolios 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 Portfolios 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.

Regulatory Matters and Legal Proceedings

On December 21, 2006, Deutsche Asset Management ("DeAM") settled proceedings
with the Securities and Exchange Commission ("SEC") and the New York Attorney
General on behalf of Deutsche Asset Management, Inc. ("DAMI") and DIMA, the
investment advisors to many of the DWS Investments funds, regarding allegations
of improper trading of fund shares at DeAM and at the legacy Scudder and Kemper
organizations prior to their acquisition by DeAM in April 2002. These regulators
alleged that although the prospectuses for certain funds in the regulators' view
indicated that the funds did not permit market timing, DAMI and DIMA breached
their fiduciary duty to those funds in that their efforts to limit trading
activity in the funds were not effective at certain times. The regulators also
alleged that DAMI and DIMA breached their fiduciary duty to certain funds by
entering into certain market timing arrangements with investors. These trading
arrangements originated in businesses that existed prior to the currently
constituted DeAM organization, which came together as a result of various
mergers of the legacy Scudder, Kemper and Deutsche fund groups, and all of the
arrangements were terminated prior to the start of the regulatory investigations
that began in the summer of 2003. No current DeAM employee approved these
trading arrangements. Under the terms of the settlements, DAMI and DIMA neither
admitted nor denied any wrongdoing.

The terms of the SEC settlement, which identified improper trading in the legacy
Deutsche and Kemper mutual funds only, provide for payment of disgorgement in
the amount of $17.2 million. The terms of the settlement with the New York
Attorney General provide for payment of disgorgement in the amount of $102.3
million, which is inclusive of the amount payable under the SEC settlement, plus
a civil penalty in the amount of $20 million. The total amount payable by DeAM,
approximately $122.3 million, will be distributed to shareholders of the
affected funds in accordance with a distribution plan to be developed by a
distribution consultant. The funds' investment advisors do not believe these
amounts will have a material adverse financial impact on them or materially
affect their ability to perform under their investment management agreements
with the DWS funds. The above-described amounts are not material to Deutsche
Bank, and have already been reserved.

Among the terms of the settled orders, DeAM is subject to certain undertakings
regarding the conduct of its business in the future, including formation of a
Code of Ethics Oversight Committee to oversee all matters relating to issues
arising under the advisors' Code of Ethics; establishment of an Internal
Compliance Controls Committee having overall compliance oversight responsibility
of the advisors; engagement of an Independent Compliance Consultant to conduct a
comprehensive review of the advisors' supervisory compliance and other policies
and procedures designed to prevent and detect breaches of fiduciary duty,
breaches of the Code of Ethics and federal securities law violations by the
advisors and their employees; and commencing in 2008, the advisors shall undergo
a compliance review by an independent third party.

In addition, DeAM is subject to certain further undertakings relating to the
governance of the mutual funds, including that at least 75% of the members of
the Boards of Trustees overseeing the DWS Funds continue to be independent of
DeAM; the Chairmen of the DWS Funds' Boards of Trustees continue to be
independent of DeAM; DeAM maintain existing management fee reductions for
certain funds for a period of five years and not increase management fees for
these certain funds during this period; the funds retain a senior officer (or
independent consultants, as applicable) responsible for assisting in the review
of fee arrangements and monitoring compliance by the funds and the investment
advisors with securities laws, fiduciary duties, codes of ethics and other
compliance policies, the expense of which shall be borne by DeAM; and periodic
account statements, fund prospectuses and the mutual funds' web site contain
additional disclosure and/or tools that assist investors in understanding the
fees and costs associated with an investment in the funds and the impact of fees
and expenses on fund returns.

DeAM has also settled proceedings with the Illinois Secretary of State regarding
market timing matters. The terms of the Illinois settlement provide for investor
education contributions totaling approximately $4 million and a payment in the
amount of $2 million to the Securities Audit and Enforcement Fund.

On September 28, 2006, the SEC and the National Association of Securities
Dealers ("NASD") (now known as the Financial Industry Regulatory Authority, or
"FINRA") announced final agreements in which Deutsche Investment Management
Americas Inc. ("DIMA"), Deutsche Asset Management, Inc. ("DAMI") and DWS Scudder
Distributors, Inc. (now known as DWS Investments Distributors, Inc. ("DIDI"))
settled administrative proceedings regarding disclosure of brokerage allocation
practices in connection with sales of the DWS Funds' (now known as the DWS
Investments Funds) shares during 2001-2003. The agreements with the SEC and NASD
are reflected in orders which state, among other things, that DIMA and DAMI
failed to disclose potential conflicts of interest to the funds' Boards and to
shareholders relating to DIDI's use of certain funds' brokerage commissions to
reduce revenue sharing costs to broker-dealer firms with whom it had
arrangements to market and distribute DWS Fund shares. These directed brokerage
practices were discontinued in October 2003.

Under the terms of the settlements, in which DIMA, DAMI and DIDI neither
admitted nor denied any of the regulators' findings, DIMA, DAMI and DIDI agreed
to pay disgorgement, prejudgment interest and civil penalties in the total
amount of $19.3 million. The portion of the settlements distributed to the funds
was approximately $17.8 million and was paid to the funds as prescribed by the
settlement orders based upon the amount of brokerage commissions from each fund
used to satisfy revenue sharing agreements with broker-dealers who sold fund
shares.

As part of the settlements, DIMA, DAMI and DIDI also agreed to implement certain
measures and undertakings relating to revenue sharing payments including making
additional disclosures in the funds' Prospectuses or Statements of Additional
Information, adopting or modifying relevant policies and procedures and
providing regular reporting to the fund Boards.

Additional information announced by DeAM regarding the terms of the settlements
is available at www.dws-investments.com/regulatory_settlements.

The matters alleged in the regulatory settlements described above also serve as
the general basis of a number of private class action lawsuits involving the DWS
funds. These lawsuits name as defendants various persons, including certain DWS
funds, the funds' investment advisors and their affiliates, and certain
individuals, including in some cases fund Trustees, 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.

                           PORTFOLIO SERVICE PROVIDERS

Administrator

Government & Agency Securities Portfolio and Tax-Exempt Portfolio each entered
into an administrative services agreement with the Advisor (the "Administrative
Services Agreement"), pursuant to which the Advisor provides administrative
services to the Portfolios including, among others, providing the Portfolios
with personnel, preparing and making required filings on behalf of each
Portfolio, maintaining books and records for the Portfolios, and monitoring the
valuation of Portfolio securities. For all services provided under the
Administrative Services Agreement, each Portfolio pays the Advisor a fee,
computed daily and paid monthly, of 0.100% of a Portfolio's net assets. For the
period June 1, 2008 through April 30, 2009, Government & Agency Securities
Portfolio paid the Advisor an administrative fee of $11,512,052 (of which
$1,662,111 was unpaid). For the period June 1, 2008 through April 30, 2009,
Tax-Exempt Portfolio paid the Advisor an administrative fee of $3,939,411 (of
which $331,196 was unpaid).

Under the Administrative Services Agreement, the Advisor is obligated on a
continuous basis to provide such administrative services as the Board of a
Portfolio reasonably deems necessary for the proper administration of a
Portfolio. The Advisor provides a Portfolio with personnel; arranges for the
preparation and filing of a Portfolio's tax returns; prepares and submits
reports and meeting materials to the Board and a Portfolio's shareholders;
prepares and files updates to a Portfolio's prospectus and statement of
additional information as well as other reports required to be filed by the SEC;
maintains a Portfolio's records; provides a 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 a Portfolio; assists in the resolution of accounting issues that
may arise with respect to a Portfolio; establishes and monitors a Portfolio's
operating expense budgets; reviews and processes a Portfolio's bills; assists in
determining the amount of dividends and distributions available to be paid by
the Portfolios, 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. The Advisor also performs certain fund accounting services under the
Administrative Services Agreement. The Administrative Services Agreement
provides that the Advisor 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 DIMA and State Street Bank and Trust
Company ("SSB"), the DIMA has delegated certain administrative functions to SSB.
The costs and expenses of such delegation are borne by the DIMA, not by a
Portfolio.

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

Pursuant to an underwriting and distribution services agreement (the
"Distribution Agreement"), DWS Investments Distributors, Inc. ("DIDI"), 222
South Riverside Plaza, Chicago, Illinois 60606, an affiliate of the Advisor,
serves as distributor and principal underwriter for the Trust to provide
information and services for existing and potential shareholders. The
Distribution Agreement provides that DIDI shall appoint various firms to provide
cash management services for their customers or clients through the Trust.

The Distribution Agreement will continue in effect from year to year so long as
such continuance is approved at least annually by a vote of the Board of the
Trust, including the Trustees who are not interested persons of the Trust and
who have no direct or indirect financial interest in the agreement. The
Distribution Agreement automatically terminates in the event of its assignment
and may be terminated at any time without penalty by the Trust or by DIDI upon
60 days' written notice. Termination of the Distribution Agreement by the Trust
may be by vote of a majority of the Board of Trustees, or a majority of the
Trustees who are not interested persons of the Trust and who have no direct or
indirect financial interest in the agreement, or a "majority of the outstanding
voting securities" of the Trust as defined under the 1940 Act.

As principal underwriter for the Trust, DIDI acts as agent of the Trust in the
continuous sale of its shares of the Portfolio. DIDI pays all its expenses under
the Distribution Agreement. The Trust pays the cost for the prospectus and
shareholder reports to be set in type and printed for existing shareholders, and
DIDI pays for the printing and distribution of copies thereof used in connection
with the offering of shares to prospective investors. DIDI also pays for
supplementary sales literature and advertising costs. DIDI receives no
compensation from the Trust as principal underwriter for the Shares and pays all
expenses of distribution of the shares not otherwise paid by dealers and other
financial services firms. DIDI may, from time to time, pay or allow discounts,
commissions or promotional incentives, in the form of cash, to firms that sell
shares of the Portfolios.

Custodian

State Street Bank and Trust Company ("SSB"), Lafayette Corporate Center, 2
Avenue De Lafayette, Boston, MA 02111, (the "Custodian") as custodian, has
custody of all securities and cash of the Trust. SSB attends to the collection
of principal and income, and payment for and collection of proceeds of
securities bought and sold by the Portfolios.

Transfer Agent

DWS Investments Service Company ("DISC" or the "Transfer Agent"), 210 West 10th
Street, Kansas City, Missouri 64105-1614, an affiliate of the Advisor, is the
transfer agent, dividend-paying agent and shareholder service agent for all
classes of the Portfolio. The Transfer Agent receives an annual service fee for
each account of the Portfolio, based on the type of account. For open retail
accounts, the fee is a flat fee ranging from $20.99 to $24.09 per account, for
open wholesale money funds the fee is $35.55 per account, while for certain
retirement accounts serviced on the recordkeeping system of ExpertPlan, Inc.,
the fee is a flat fee up to $3.91 per account (as of February 2009, 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 Portfolio. 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
Portfolio or are paid directly by the Portfolio. Certain additional
out-of-pocket expenses, including costs of computer hardware and software, third
party record-keeping fees in excess of 0.25%, and processing of proxy
statements, may only be reimbursed by the Fund/Portfolio with the prior approval
of the Portfolio's Board.

For the fiscal year ended April 30, 2009, the amounts charged to the Portfolios
by DISC were as follows:

<TABLE>
<CAPTION>
Portfolio                                                             Class                           Total
---------                                                             -----                           -----

<S>                                                <C>                                                <C>
Government & Agency Securities Portfolio           DWS Government & Agency Money Fund                 $284,055
Tax-Exempt Portfolio                               DWS Tax-Exempt Money Fund                          $166,431

For the fiscal year ended April 30, 2008, the amounts charged to the Portfolios
by DISC were as follows:

Portfolio                                                             Class                           Total
---------                                                             -----                           -----

Government & Agency Securities Portfolio           DWS Government & Agency Money Fund                 $245,761
Tax-Exempt Portfolio                               DWS Tax-Exempt Money Fund                          $245,699

For the fiscal year ended April 30, 2007, the amounts charged to the Portfolios
by DISC were as follows:

Portfolio                                                             Class                           Total
---------                                                             -----                           -----

Government & Agency Securities Portfolio           DWS Government & Agency Money Fund                  $41,277
Tax-Exempt Portfolio                               DWS Tax-Exempt Money Fund                           $30,171
</TABLE>

Pursuant to a sub-transfer agency agreement between DISC and DST Systems, Inc.
("DST"), DISC has delegated certain transfer agent, dividend paying agent and
shareholder servicing agent functions to DST. The costs and expenses of such
delegation are borne by DISC, not by the Portfolios.

Fund Accounting Agent

Prior to June 1, 2008, DWS Investments Fund Accounting Corporation ("DIFA"), One
Beacon Street, Boston, Massachusetts, 02108, a subsidiary of the Advisor, was
responsible for determining the daily net asset value per share of each
Portfolio and maintaining portfolio and general accounting records. DIFA
received no fee for its services to the Portfolios.

Pursuant to an agreement among the Advisor, DIFA and SSB (the "Sub-Accounting
and Sub-Administrator Agreement"), DIFA and the Advisor had delegated certain
fund accounting functions to SSB under the fund accounting agreement. The costs
and expenses of such delegation were borne by the Advisor and DIFA, not by the
Portfolios.

Legal Counsel

Vedder Price P.C., 222 North LaSalle Street, Chicago, Illinois 60601, serves as
legal counsel to the Portfolios.

Ropes & Gray LLP, One International Place, Boston, MA 02110-2624, serves as
counsel to the Independent Trustees.


Independent Registered Public Accounting Firm

The financial highlights of each Portfolio's respective Class are included in
each Portfolio's prospectus and the financial statements incorporated by
reference in this SAI have been so included or incorporated by reference in
reliance on the report of Ernst & Young LLP, 200 Clarendon Street, Boston, MA
02116, Independent Registered Public Accounting Firm, given on said firm as
experts in auditing and accounting. Ernst & Young LLP audits the financial
statements of the Portfolios and provides other audit, tax and related services.
Shareholders will receive annual audited financial statements and semi-annual
unaudited 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.

The policy of the Advisor in placing orders for the purchase and sale of
securities for the Portfolios 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
Portfolios 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
Portfolios to their customers. However, the Advisor does not consider sales of
shares of the Portfolios as a factor in the selection of broker-dealers to
execute portfolio transactions for the Portfolios and, accordingly, has
implemented policies and procedures reasonably designed to prevent its traders
from considering sales of shares of the Portfolios as a factor in the selection
of broker-dealers to execute portfolio transactions for the Portfolios.

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) of the 1934 Act and interpretations
thereunder. Provided a Subadvisor is acting in accordance with any instructions
and directions of the Advisor or the Board, the Subadvisor is authorized to pay
a broker or dealer who provides third party brokerage and research services a
commission for executing a portfolio transaction for a Portfolio, if the
Subadvisor determines in good faith that such commission was reasonable in
relation to the value of the third party brokerage and research services
provided by such broker or dealer.


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 Portfolios' 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 Portfolios and
receive brokerage commissions or other transaction-related compensation from the
Portfolios 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 Portfolios' Boards, 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 Portfolios
a rate consistent with that charged to comparable unaffiliated customers in
similar transactions.

During the last three fiscal years the Portfolios paid no brokerage commissions.

                        PURCHASE AND REDEMPTION OF SHARES

General Information

Policies and procedures affecting transactions in Portfolio 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 Portfolios' agents. Transaction delays in
processing (and changing account features) due to circumstances within or beyond
the control of a Portfolio and its agents may occur. Shareholders (or their
financial service 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 be genuine.

A distribution will be reinvested in shares of the same Portfolio and class if
the distribution check is returned as undeliverable.

Orders will be confirmed at a price based on the net asset value of a Portfolio
next determined after receipt in good order by DIDI of the order accompanied by
payment. However, orders received by dealers or other financial services firms
prior to the determination of net asset value and received in good order by DIDI
prior to the close of its business day will be confirmed at a price based on the
net asset value effective on that day ("trade date").

Use of Financial Services Firms. Investment dealers and other firms ("Firms")
provide varying arrangements for their clients to purchase and redeem a
Portfolio'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 a Portfolio's shares in nominee or street name as agent for and on behalf
of their customers. In such instances, a Portfolio's transfer agent, DISC 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. Each Portfolio has
authorized the Shareholder Service Agent to pay to these Firms, out of a
Portfolio's assets, up to 0.10 of 1% 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 Portfolio and other similar functions. These Firms also
coordinate with the Transfer Agent in connection with a Portfolio'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.

Each Portfolio has authorized one or more financial service institutions,
including certain members of the Financial Industry Regulatory Authority other
than the Distributor ("financial institutions"), to accept purchase and
redemption orders for a Portfolio's shares. Such financial institutions may also
designate other parties, including plan administrator intermediaries, to accept
purchase and redemption orders on a Portfolio's behalf. Orders for purchases or
redemptions will be deemed to have been received by the Portfolio when such
financial institutions or, if applicable, their authorized designees accept the
orders. Subject to the terms of the contract between a Portfolio and the
financial institution, ordinarily orders will be priced at a Portfolio's net
asset value next computed after acceptance by such financial institution or its
authorized designees and accepted by a Portfolio. Further, if purchases or
redemptions of a Portfolio'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 Trustees and the Distributor, also the Portfolio's principal
underwriter, each has the right to limit the amount of purchases by, and to
refuse to sell to, any person. The Trustees and the Distributor may suspend or
terminate the offering of shares of a Portfolio at any time for any reason.

DIDI has adopted an Incentive Plan (the "Plan") covering wholesalers that are
regional vice presidents ("DWS Investments Wholesalers"). Generally, DWS
Investments Wholesalers market shares of the DWS funds to financial advisors,
who in turn may recommend that investors purchase shares of a DWS fund. The Plan
is an incentive program that combines a monthly incentive component with a
quarterly strategic bonus component. Under the Plan, DWS Investments Wholesalers
will receive a monetary monthly incentive based on the amount of sales generated
from their marketing of the funds, and that incentive will differ depending on
the product category of the fund. Each fund is assigned to one of three product
categories -- "Focus list funds," "Extended list funds" or "Index funds" --
taking into consideration, among other things, the following criteria, where
applicable:

o        The fund's consistency with DWS Investments' branding and long-term
         strategy.

o        The fund's competitive performance;

o        The fund's Morningstar rating;

o        The length of time the fund's portfolio managers have managed the
         fund/strategy

o        Market size for the fund category;

o        The fund's size, including sales and redemptions of the fund's shares

This information and other factors are presented to a committee comprised of
representatives from various groups within DWS Investments, who review on a
quarterly basis the funds assigned to each product category described above, and
make any changes to those assignments at that time. No one factor, whether
positive or negative, determines a fund's placement in a given category; all
these factors together are considered, and the designation of funds on the Focus
list and Extended list represents management's judgment based on the above
criteria. In addition, management may consider a fund's profile over the course
of several review periods before making a change to its category assignment.
These category assignments will be posted quarterly to the DWS funds' Web site
at www.dws-investments.com, approximately one month after the end of each
quarter. DWS Investments Wholesalers receive the highest compensation for Focus
list funds, less for Extended list funds and the lowest for Index funds. The
level of compensation among these categories may differ significantly.

In the normal course of business, DWS Investments will from time to time
introduce new funds into the DWS family of funds. As a general rule, new funds
will be assigned to the Focus list compensation category. As described above,
the fund category assignments are reviewed periodically and are subject to
change.

The prospect of receiving, or the receipt of, additional compensation by a DWS
Investments Wholesaler under the Plan may provide an incentive to favor
marketing the Focus list or Extended list funds over Index funds. The Plan,
however, will not change the price that investors pay for shares of a fund. The
DWS Investments Compliance Department monitors DWS Investments Wholesaler sales
and other activity in an effort to detect unusual activity in the context of the
compensation structure under the Plan. However, investors may wish to take the
Plan and the product category of the fund into account when considering
purchasing a fund or evaluating any recommendations relating to fund shares.


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 Portfolio 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.

Purchase of Shares

DIDI may in its discretion compensate investment dealers or other financial
services firms in connection with the sale of shares of a Portfolio with the
following compensation schedule up to the following amounts:

<TABLE>
<CAPTION>
                                                               Compensation Schedule (1)
                                                               -------------------------
                                                            Amount of               As a Percentage of
                                                           Shares Sold                Net Asset Value
                                                           -----------                ---------------

<S>                                                 <C>           <C>                      <C>
DWS Tax-Exempt Money Fund shares                    $1 million to $15 million              0.15%

(1)      The compensation schedule applies to employer sponsored employee
         benefit plans using the OmniPlus subaccount record keeping system. The
         compensation schedule will be determined based on the value of the
         conversion assets.

                                                                 Compensation Schedule (1)
                                                                 -------------------------
                                                            Amount of                    As a Percentage of
                                                           Shares Sold                    Net Asset Value
                                                           -----------                    ---------------

DWS Government & Agency Money Fund shares               Up to $15 million                      0.15%
</TABLE>

(1)      The compensation schedule applies to employer sponsored employee
         benefit plans using the OmniPlus subaccount record keeping system
         maintained by ADP, Inc. for DWS Investments-branded plans under an
         alliance with DIDI and its affiliates.

If shares of a Portfolio to be redeemed were purchased by check or through
certain Automated Clearing House ("ACH") transactions, the Portfolio may delay
transmittal of redemption proceeds until it has determined that collected funds
have been received for the purchase of such shares, which may be up to 10 days
from receipt by the Portfolio of the purchase amount. Shareholders may not use
expedited redemption procedures (wire transfer or Redemption Check) until the
shares being redeemed have been owned for at least 10 days, and shareholders may
not use such procedures to redeem shares held in certificated form. There is no
delay when shares being redeemed were purchased by wiring federal funds.

Due to the desire of the Trust's management to afford ease of redemption,
certificates will not be issued to indicate ownership in the Portfolios. Share
certificates now in a shareholder's possession may be sent to the Transfer Agent
for cancellation and credit to such shareholder's account. Shareholders who
currently hold certificates may hold the certificates in their possession until
they wish to exchange or redeem such shares.

Orders for purchase of shares of a Portfolio received by wire transfer in the
form of federal funds will be effected at the next determined net asset value.
Shares purchased by wire will receive that day's dividend if effected at or
prior to 4:00 p.m. Eastern time for Government & Agency Securities Portfolio and
at or prior to 3:00 p.m. Eastern time for Tax-Exempt Portfolio, otherwise,
dividends will begin to accrue for the next business day if effected at the 4:00
p.m. Eastern time net asset value determination. Orders processed through
dealers or other financial services firms via Fund/SERV will be effected at the
4:00 p.m. Eastern time net asset value effective on the trade date. These
purchases will begin earning dividends the calendar day following the payment
date.

Orders for purchase accompanied by a check or other negotiable bank draft will
be accepted and effected as of 4:00 p.m. Eastern time on the next business day
following receipt and such shares will receive the dividend for the next
calendar day following the day the purchase is effected. We do not accept checks
drawn on foreign banks.

If payment is wired in federal funds, call (800) 621-1048 for instructions. No
third party checks or cash equivalents (cashier checks, money orders, etc.) will
be accepted for initial investment to establish an account.

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 "Policies You Should Know About" in each
Portfolio's prospectus.

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 Portfolio shares or the retention and/or servicing of
investors and Portfolio 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
Portfolio, to financial advisors in connection with the sale and/or distribution
of Portfolio shares or the retention and/or servicing of Portfolio investors and
Portfolio 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
portfolio, any record keeping/sub-transfer agency/networking fees payable by
each Portfolio (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 Portfolio with
"shelf space" or access to a third party platform or portfolio offering list, or
other marketing programs including, without limitation, inclusion of each
Portfolio 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 Portfolio
attributable to the financial advisor, the particular portfolio or portfolio
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 Portfolio serviced and maintained by the financial advisor, .05%
to .25% of sales of the Portfolio 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 Portfolio or of any particular
share class of the Portfolio. 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 Portfolio.

The Advisor, the Distributor and/or their affiliates may also make such revenue
sharing payments to financial advisors under the terms discussed above in
connection with the distribution of both DWS funds and non-DWS funds by
financial advisors to retirement plans that obtain record keeping services from
ADP, Inc. on the DWS Investments branded retirement plan platform (the
"Platform") with the level of revenue sharing payments being based upon sales of
both the DWS funds and the non-DWS funds by the financial advisor on the
Platform or current assets of both the DWS funds and the non-DWS funds serviced
and maintained by the financial advisor on the Platform.

As of the date hereof, each Portfolio has been advised that the Advisor, the
Distributor and their affiliates expect that the following firms will receive
revenue sharing payments at different points during the coming year as described
above:

Channel: Broker-Dealers and Financial Advisors
----------------------------------------------
AIG Advisors Group
Ameriprise
Cadaret, Grant & Co. Inc.
Capital Analyst, Incorporated
Citigroup Global Markets, Inc. (dba Smith Barney)
Commonwealth Equity Services, LLP (dba Commonwealth Financial Network)
Deutsche Bank Group
Ensemble Financial Services
First Allied Securities
First Clearing/Wachovia Securities
HD Vest Investment Securities, Inc.
ING Advisors Network
John Hancock Distributors LLC
LPL Financial
M.L. Stern & Co.
Meridien Financial Group
Merrill Lynch, Pierce, Fenner & Smith Inc.
Morgan Stanley
Oppenheimer & Co., Inc.
PlanMember Services
Prime Capital Inc.
Raymond James & Associates
Raymond James Financial Services
RBC Dain Rauscher, Inc
Securities America, Inc.
UBS Financial Services
Wells Fargo Investments, LLC

Channel: Cash Product Platform
------------------------------
Allegheny Investments LTD
Bank of America
Bank of New York (Hare & Co.)
BMO Capital Markets
Brown Brothers Harriman
Brown Investment Advisory & Trust Company
Cadaret Grant & Co.
Chicago Mercantile Exchange
D.A. Davidson & Company
Deutsche Bank Group
Emmett A. Larkin Company
Fiduciary Trust Co. - International
First Southwest Company
J.P. Morgan Clearing Corp.
Legent Clearing LLC
Lincoln Investment Planning
LPL Financial
Mellon Financial Markets LLC
Mesirow Financial, Inc.
Penson Financial Services
Pershing Choice Platform
ProFunds Distributors, Inc.
Ridge Clearing & Outsourcing Solutions
Robert W. Baird & Co.
Romano Brothers and Company
SAMCO Capital Markets
Smith Moore & Company
Sungard Institutional Brokerage Inc.
Treasury Curve LLC
US Bancorp
UBS Financial Services
William Blair & Company

Channel: Third Party Insurance Platforms
----------------------------------------
Allstate Life Insurance Company of New York
Ameritas Life Insurance Group
Annuity Investors Life Insurance Company
Columbus Life Insurance Company
Commonwealth Annuity and Life Insurance Company
Companion Life Insurance Company
Connecticut General Life Insurance Company
EquiTrust Life Insurance Company
Farm Bureau Life Insurance Company
Farmers New World Life Insurance Company
Fidelity Security Life Insurance Company
First Allmerica Financial Life Insurance Company
First Great West Life and Annuity Company
Genworth Life Insurance Company of New York
Genworth Life and Annuity Insurance Company
Great West Life and Annuity Insurance Company
Hartford Life Insurance Company
Integrity Life Insurance Company
John Hancock Life Insurance companies
Kemper Investors Life Insurance Company
Lincoln Benefit Life Insurance Company
Lincoln Life & Annuity Company of New York
Lincoln National Life Insurance Company
Massachusetts Mutual Life Insurance Group
MetLife Group
Minnesota Life Insurance Company
National Life Insurance Company
National Integrity Life Insurance Company
Nationwide Group
New York Life Insurance and Annuity Corporation
Phoenix Life Insurance Company
Protective Life Insurance
Provident Mutual Life Insurance
Prudential Insurance Company of America
Sun Life Group
Symetra Life Insurance Company
Transamerica Life Insurance Company
Union Central Life Insurance Company
United of Omaha Life Insurance Company
United Investors Life Insurance Company
Western Southern Life Assurance Company

Any additions, modifications or deletions to the financial advisors identified
above that have occurred since the date hereof are not reflected.

The Advisor, the Distributor or their affiliates may enter into additional
revenue sharing arrangements or change or discontinue existing arrangements with
financial advisors at any time without notice.

The prospect of receiving, or the receipt of additional compensation or
promotional incentives described above by financial advisors may provide such
financial advisors and/or their salespersons with an incentive to favor sales of
shares of the DWS funds or a particular DWS fund over sales of shares of mutual
funds (or non-mutual fund investments) with respect to which the financial
advisor does not receive additional compensation or promotional incentives, or
receives lower levels of additional compensation or promotional incentives.
Similarly, financial advisors may receive different compensation or incentives
that may influence their recommendation of any particular share class of a
Portfolio or of other portfolios. These payment arrangements, however, will not
change the price that an investor pays for Portfolio shares or the amount that a
Portfolio receives to invest on behalf of an investor and will not increase
Portfolio expenses. You may wish to take such payment arrangements into account
when considering and evaluating any recommendations relating to Portfolio 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 a
Portfolio 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 a Portfolio. 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.


Redemption of Shares

General. Although it is each Portfolio's present policy to redeem in cash, a
Portfolio (for Government & Agency Securities Portfolio, upon consent of a
redeeming shareholder) may pay the redemption price in part by a distribution of
portfolio securities in lieu of cash, in conformity with the applicable
regulatory requirements taking such securities at the same value used to
determine net asset value, and selecting the securities in such manner as may be
deemed fair and equitable. If such a distribution occurs, shareholders receiving
securities and selling them could receive less than the redemption value of such
securities and in addition could incur certain transaction costs. Such a
redemption would not be as liquid as a redemption entirely in cash. The Trust
has elected to be governed by Rule 18f-1 under the 1940 Act pursuant to which
the Trust is obligated to redeem shares of a Portfolio solely in cash up to the
lesser of $250,000 or 1% of the net assets of the Portfolio during any 90-day
period for any one shareholder of record.

Regular Redemptions. When shares are held for the account of a shareholder by
the Trust's transfer agent, the shareholder may redeem them by sending a written
request with signatures guaranteed to DWS Investments Service Company, P.O. Box
219151, Kansas City, Missouri 64121. Redemption requests and a stock power must
be endorsed by the account holder with signatures guaranteed by a commercial
bank, trust company, savings and loan association, federal savings bank, member
firm of a national securities exchange or other eligible financial institution.
The redemption request and stock power must be signed exactly as the account is
registered including any special capacity of the registered owner. 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, trustees or guardians.

Redemption by Check/ACH Debit Disclosure. The Portfolios will accept Automated
Clearing House ("ACH") debit entries for accounts that have elected the
checkwriting 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 Portfolio 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 a Portfolio upon
receipt of an ACH debit entry referencing your account number, to redeem
Portfolio shares in your account to pay the entry to the third party originating
the debit. A Portfolio 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. A Portfolio, the Portfolio'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; a Portfolio will not be able to honor an
ACH debit entry if sufficient funds are not available. ACH debit entry
transactions to your Portfolio account should not be initiated or authorized by
you in amounts exceeding the amount of shares of a Portfolio then in the account
and available for redemption. A Portfolio 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 Portfolio 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 a Portfolio 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 have told a Portfolio in advance to make regular payments out of your
account, you may stop any of these payments by writing or calling the
Shareholder Service Agent at the address and telephone number listed in the next
paragraph in time for the Shareholder Service Agent to receive your request
three (3) business days or more before the payment is scheduled to be made. If
you call, a Portfolio may also require that you put your request in writing so
that a Portfolio will receive it within 14 days after you call. If you order a
Portfolio to stop one of these payments three (3) business days or more before
the transfer is scheduled and a Portfolio does not do so, a Portfolio 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. 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.

In case of errors or questions about your ACH debit entry transactions please
telephone ((800) 621-1048) or write (DWS Investments, 222 South Riverside Plaza,
Chicago, IL 60606-5808) the Shareholder Service Agent as soon as possible 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. Our business days are
Monday through Friday except holidays. The Shareholder Service Agent must hear
from you no later than 60 days after a Portfolio sent you the first Portfolio
account statement on which the problem or error appeared. If you do not notify
the Shareholder Service Agent within sixty (60) days after a Portfolio 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 a
Portfolio or Shareholder Service Agent could have stopped someone from taking
that money if you had notified the Shareholder Service Agent in time.

Tell us your name and account number. Describe the error or the transfer you are
unsure about, and explain 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 Portfolio 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 a Portfolio, the Portfolios' named 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 Portfolios' agreement with you, a
Portfolio may be liable for your losses or damages. A Portfolio 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, a Portfolio's liability
shall not exceed the amount of the transfer in question.

A Portfolio, the Portfolios' named 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 a Portfolio written
permission.

The acceptance and processing of ACH debit entry transactions is established
solely for your convenience and each Portfolio reserves the right to suspend,
terminate or modify your ability to redeem fund 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.

Telephone Redemptions. If the proceeds of the redemption are $100,000 or less
and the proceeds are payable to the shareholder 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, guardian and custodian account
holders, provided the trustee, executor guardian or custodian 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, provided that this
privilege has been pre-authorized by the institutional account holder by written
instruction to the Shareholder Service Agent with signatures guaranteed. Shares
purchased by check or through certain ACH transactions may not be redeemed under
this privilege of redeeming shares by telephone request until such check has
cleared or if a purchase is made by ACH the funds will be placed under a 10 day
calendar hold to ensure good funds. 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 certificate 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 Shareholder Service
Agent by telephone, it may be difficult to use the telephone redemption
privilege, although investors can still redeem by mail. Each Portfolio reserves
the right to terminate or modify this privilege at any time.

Redemptions by Draft. Upon request, shareholders will be provided with drafts to
be drawn on a Portfolio ("Redemption Checks"). These Redemption Checks may be
made payable to the order of any person for not more than $5 million. When a
Redemption Check is presented for payment, a sufficient number of full and
fractional shares in the shareholder's account will be redeemed as of the next
determined net asset value to cover the amount of the Redemption Check. This
will enable the shareholder to continue earning dividends until a Portfolio
receives the Redemption Check. A shareholder wishing to use this method of
redemption must complete and file an Account Application which is available from
each Portfolio or firms through which shares were purchased. Redemption Checks
should not be used to close an account since the account normally includes
accrued but unpaid dividends. Each Portfolio reserves the right to terminate or
modify this privilege at any time. This privilege may not be available through
some firms that distribute shares of each Portfolio. In addition, firms may
impose minimum balance requirements in order to offer this feature. Firms may
also impose fees to investors for this privilege or establish variations of
minimum check amounts if approved by each Portfolio.

Unless one signer is authorized on the Account Application, Redemption Checks
must be signed by all account holders. Any change in the signature authorization
must be made by written notice to the Shareholder Service Agent. Shares
purchased by check or through certain ACH transactions may not be redeemed by
Redemption Check until the shares have been on a Portfolio's books for at least
10 days. Shareholders may not use this procedure to redeem shares held in
certificate form. Each Portfolio reserves the right to terminate or modify this
privilege at any time.

A Portfolio may refuse to honor Redemption Checks whenever the right of
redemption has been suspended or postponed, or whenever the account is otherwise
impaired. A $10 service fee will be charged when a Redemption Check is presented
to redeem Portfolio shares in excess of the value of a Portfolio account or in
an amount less than $500; when a Redemption Check is presented that would
require redemption of shares that were purchased by check or certain ACH
transactions within 10 days; or when "stop payment" of a Redemption Check is
requested.

Special Features. Certain firms that offer shares of a Portfolio also provide
special redemption features through charge or debit cards and checks that redeem
Portfolio shares. Various firms have different charges for their services.
Shareholders should obtain information from their firm with respect to any
special redemption features, applicable charges, minimum balance requirements
and special rules of the cash management program being offered.

Special Features

Automatic Withdrawal Program. If you own $5,000 or more of a Portfolio's shares
you may provide for the payment from your account of any requested dollar amount
to be paid to you or your designated payee monthly, quarterly, semi-annually or
annually. The $5,000 minimum account size is not applicable to Individual
Retirement Accounts ("IRAs"). Dividend distributions will be automatically
reinvested at net asset value. A sufficient number of full and fractional shares
will be redeemed to make the designated payment. Depending upon the size of the
payments requested, redemptions for the purpose of making such payments may
reduce or even exhaust the account. Additionally, there is a $3/month charge if
your account balance is below $1,000 for the last 30 days. The program may be
amended on thirty days notice by the Portfolio and may be terminated at any time
by the shareholder or the Portfolios. The minimum automatic withdrawal amount is
$1,000 and the shareholder will be charged a $5.00 fee for each withdrawal.

Tax-Sheltered Retirement Programs. The Shareholder Service Agent provides
retirement plan services and documents and can establish your account in any of
the following types of retirement plans:

o        IRAs trusteed by SSB. This includes Savings Incentive Match Plan for
         Employees of Small Employers ("SIMPLE"), IRA accounts and Simplified
         Employee Pension Plan (SEP) IRA accounts and prototype documents.

o        403(b) Custodial Accounts trusteed by SSB. 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 contribution per participant is the
         lesser of 25% of compensation or $30,000.

Brochures describing the above plans as well as providing 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 Shareholder Service Agent
upon request. The brochures for plans with SSB as custodian describe the current
fees payable to SSB for its services as custodian. Investors should consult with
their own tax advisers before establishing a retirement plan.

                                    DIVIDENDS

Dividends are declared daily and paid monthly. Shareholders will receive
dividends in additional shares unless they elect to receive cash. Dividends will
be reinvested monthly in shares of a Portfolio at net asset value on the last
business day of the month for the Portfolios if a business day, otherwise on the
next business day. Dividends are treated the same for federal income tax
purposes whether received in cash or reinvested in additional shares. A
Portfolio will pay shareholders who redeem their entire accounts all unpaid
dividends at the time of the redemption not later than the next dividend payment
date. Upon written request to the Shareholder Service Agent, a shareholder may
elect to have Portfolio dividends invested without sales charge in shares of
another DWS Mutual Fund offering this privilege at the net asset value of such
other fund. To use this privilege of investing Portfolio dividends in shares of
another DWS Mutual Fund, shareholders must maintain a minimum account value of
$1,000 in this Portfolio and must maintain a minimum account value of $1,000 in
the fund in which dividends are reinvested.

Each Portfolio calculates its dividends based on its daily net investment
income. For this purpose, the net investment income of a Portfolio generally
consists of (a) accrued interest income plus or minus amortized discount or
premium (excluding market discount for the Tax-Exempt Portfolio), (b) plus or
minus all short-term realized gains and losses on investments and (c) minus
accrued expenses allocated to the Portfolio. Expenses of each Portfolio are
accrued each day. While each Portfolio's investments are valued at amortized
cost, there will be no unrealized gains or losses on such investments. However,
should the net asset value of a Portfolio deviate significantly from market
value, the Board of Trustees could decide to value the investments at market
value and then unrealized gains and losses would be included in net investment
income above. Dividends are reinvested monthly and shareholders will receive
monthly confirmations of dividends and of purchase and redemption transactions
except that confirmations of dividend reinvestment for IRAs and other fiduciary
accounts for which SSB acts as trustee will be sent quarterly.

If the shareholder elects to receive dividends in cash, checks will be mailed
monthly, within five business days of the reinvestment date (described below),
to the shareholder or any person designated by the shareholder. At the option of
the shareholder, cash dividends may be sent by federal funds wire. Shareholders
may request to have dividends sent by wire on the Account Application or by
contacting the Shareholder Service Agent (see "Purchase of Shares"). A Portfolio
reinvests dividend checks (and future dividends) in shares of the Portfolio if
checks are returned as undeliverable. Dividends and other distributions in the
aggregate amount of $10 or less are automatically reinvested in shares of a
Portfolio unless the shareholder requests that such policy not be applied to the
shareholder's account.

                                      TAXES

The following is intended to be a general summary of certain federal income tax
consequences of investing in the Portfolios. It is not intended as a complete
discussion of all such consequences, nor does it purport to deal with all
categories of investors or foreign, state or local taxes. Investors are
therefore advised to consult with their tax advisors before making an investment
in a Portfolio.

Taxable Portfolio. Government & Agency Securities Portfolio has elected to be
treated and has qualified, and intends to continue to qualify, as a regulated
investment company under Subchapter M of the Internal Revenue Code of 1986, as
amended (the "Code"), and, if so qualified, will not be subject to federal
income taxes to the extent its earnings are distributed. Dividends derived from
interest and short-term capital gains are taxable to shareholders as ordinary
income whether received in cash or reinvested in additional shares. Long-term
capital gains distributions, if any, are taxable as long-term capital gains
regardless of the length of time shareholders have owned their shares. Dividends
from the Portfolio are not expected to be treated as qualified dividend income
or qualify for the dividends received deduction available to corporate
shareholders.

Tax-Exempt Portfolio. Tax-Exempt Portfolio has elected to be treated and has
qualified, and intends to continue to qualify, under the Code as a regulated
investment company and, if so qualified, will not be liable for federal income
taxes to the extent its earnings are distributed. This Portfolio also intends to
meet the requirements of the Code applicable to regulated investment companies
distributing tax-exempt interest dividends and, accordingly, dividends
representing net tax-exempt interest received by the Portfolio will not be
included by shareholders in their gross income for federal income tax purposes,
except to the extent such interest is subject to the alternative minimum tax as
discussed below. In order for the Portfolio to qualify to pay exempt-interest
dividends, the Code requires that at the close of each quarter of the
Portfolio's taxable year, at least 50 percent of the value of the Portfolio's
total assets consist of obligations the interest on which is exempt from federal
income tax. Dividends representing taxable net investment income (such as net
interest income from temporary investments in obligations of the US Government)
and net short-term capital gains, if any, are taxable to shareholders as
ordinary income. Net interest on certain "private activity bonds" issued on or
after August 8, 1986 is treated as an item of tax preference and may, therefore,
be subject to both the individual and corporate alternative minimum tax. To the
extent provided by regulations to be issued by the Secretary of the Treasury,
exempt-interest dividends from the Tax-Exempt Portfolio are to be treated as
interest on private activity bonds in proportion to the interest income the
Portfolio receives from private activity bonds, reduced by allowable deductions.

Exempt-interest dividends, except to the extent of interest from "private
activity bonds," are not treated as a tax-preference item. For a corporate
shareholder, however, such dividends will be included in determining such
corporate shareholder's "adjusted current earnings." Seventy-five percent of the
excess, if any, of "adjusted current earnings" over the corporate shareholder's
other alternative minimum taxable income with certain adjustments will be a
tax-preference item. Corporate shareholders are advised to consult their tax
advisors with respect to alternative minimum tax consequences.

Shareholders will be required to disclose on their federal income tax returns
the amount of tax-exempt interest earned during the year, including
exempt-interest dividends received from the Tax-Exempt Portfolio.

Individuals whose modified income exceeds a base amount will be subject to
federal income tax on up to 85% of their Social Security benefits. Modified
income includes adjusted gross income, tax-exempt interest, including
exempt-interest dividends from the Tax-Exempt Portfolio, and 50% of Social
Security benefits.

The tax exemption of dividends from the Tax-Exempt Portfolio for federal income
tax purposes does not necessarily result in exemption under the income or other
tax laws of any state or local taxing authority. The laws of the several states
and local taxing authorities vary with respect to the taxation of such income
and shareholders of the Portfolios are advised to consult their own tax advisors
as to the status of their accounts under state and local tax laws.

Dividends or distributions declared in October, November or December to
shareholders of record as of a date in one of those months and paid during the
following January are treated as paid on December 31 of the calendar year in
which declared for federal income tax purposes. The Portfolio may adjust its
schedule for dividend reinvestment for the month of December to assist in
complying with the reporting and minimum distribution requirements contained in
the Code. Each Portfolio is required by federal income tax law to withhold a
portion of dividends (including exempt-interest dividends) and redemption
proceeds paid to certain shareholders who do not furnish a correct taxpayer
identification number (in the case of most individuals, a social security
number) and in certain other circumstances. Trustees of qualified retirement
plans and 403(b)(7) accounts are required by law to withhold 20% of the taxable
portion of any distribution that is eligible to be "rolled over." The 20%
withholding requirement does not apply to distributions from IRAs or any part of
a distribution that is transferred directly to another qualified retirement
plan, 403(b)(7) account, or IRA. Shareholders should consult their tax advisors
regarding the 20% withholding requirement.

Interest on indebtedness which is incurred to purchase or carry shares of the
Tax-Exempt Portfolio is not deductible for federal income tax purposes. to the
extent that the Portfolio distributes exempt-interest dividends during the
taxable year. Further, the Tax-Exempt Portfolio may not be an appropriate
investment for entities or persons who are "substantial users" of facilities
financed by private activity bonds or certain industrial development bonds held
by the Tax-Exempt Portfolio or are "related persons" to such users; such persons
should consult their tax advisors before investing in the Tax-Exempt Portfolio.

Shareholders normally will receive monthly confirmations of dividends and of
purchase and redemption transactions except that confirmations of dividend
reinvestment for IRAs and other fiduciary accounts for which SSB serves as
trustee will be sent quarterly. Firms may provide varying arrangements with
their clients with respect to confirmations. Tax information will be provided
annually. Shareholders are encouraged to retain copies of their account
confirmation statements or year-end statements for tax reporting purposes.
However, those who have incomplete records may obtain historical account
transaction information at a reasonable fee.

Special tax rules apply to investments through defined contribution plans and
other tax-qualified plans. Shareholders should consult their tax advisor to
determine the suitability of shares of a Portfolio as an investment through such
plans and the precise effect of an investment on their particular tax situation.

INVESTORS ARE ADVISED TO CONSULT THEIR OWN TAX ADVISORS WITH RESPECT TO THE
APPLICATION OF THE ABOVE-DESCRIBED GENERAL FEDERAL INCOME TAX RULES TO THEIR OWN
CIRCUMSTANCES AND WITH RESPECT TO OTHER FEDERAL, STATE, LOCAL OR FOREIGN TAX
CONSEQUENCES TO THEM BEFORE MAKING AN INVESTMENT IN A PORTFOLIO.

                                 NET ASSET VALUE

The net asset value ("NAV") per share of the Portfolio is calculated on each day
on which the Portfolio is open for business. The Portfolio is open for business
each day the New York Stock Exchange is open, as described in the Portfolio's
current prospectus. The NAV per share of the Portfolio is computed by dividing
the value of the Portfolio's assets less all liabilities, by the total number of
shares of the Portfolio outstanding. Although there is no guarantee, the
Portfolio's NAV per share will normally be $1.00.

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.

The Board has established procedures reasonably designed to stabilize the
Portfolio's NAV per share at $1.00. Under the procedures, the Advisor will
monitor and notify the Board of circumstances where the Portfolio's NAV per
share calculated by using market valuations may deviate from the $1.00 per share
calculated using amortized cost. If there were any deviation that the Board
believed would result in a material dilution or unfair result for investors or
existing shareholders, the Board would promptly consider what action, if any,
should be initiated. Such actions could include selling assets prior to maturity
to realize capital gains or losses; shortening average maturity of the
portfolio; withholding or reducing dividends; redeeming shares in kind; or
valuing assets based on market valuations.

Market valuations are obtained by using actual quotations provided by market
makers, estimates of market value, or values obtained from yield data relating
to classes of money market instruments published by reputable sources at the
mean between the bid and asked prices for the instruments. In accordance with
procedures approved by the Board, in the event market quotations are not readily
available for certain portfolio assets the fair value of such portfolio assets
will be determined in good faith by the Portfolio's Pricing Committee (or, in
some cases, the Board's Valuation Committee) based upon input from the Advisor
or other third parties.


                           BOARD MEMBERS AND OFFICERS

The following table presents certain information regarding the Board Members of
the Trust. 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 Trust 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 Trust. Because the Portfolios do 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 Trust and Length of     Business Experience and                                        in DWS Fund
 Time Served(1)                   Directorships During the Past 5 Years                          Complex Overseen
--------------------------------------------------------------------------------------------------------------------
<S>                               <C>                                                                   <C>
Paul K. Freeman                   Consultant, World Bank/Inter-American Development Bank;               125
(1950)                            Governing Council of the Independent Directors Council
Chairperson since 2009, and       (governance, executive committees); formerly: Project Leader,
Board Member since 1993           International Institute for Applied Systems Analysis
                                  (1998-2001); Chief Executive Officer, The Eric Group, Inc.
                                  (environmental insurance) (1986-1998)
--------------------------------------------------------------------------------------------------------------------
John W. Ballantine (1946)         Retired; formerly: Executive Vice President and Chief Risk            125
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:               125
 Board Member since               Association of Public Television Stations; Becton Dickinson
 1990                             and Company(2) (medical technology company); Belo
                                  Corporation(2) (media company); Boston Museum of Science;
                                  Public Radio International; PRX, The Public Radio Exchange;
                                  The PBS Foundation; former Directorships: American Public
                                  Television; Concord Academy; New England Aquarium; Mass.
                                  Corporation for Educational Telecommunications; Committee for
                                  Economic Development; Public Broadcasting Service
--------------------------------------------------------------------------------------------------------------------
Dawn-Marie Driscoll (1946)        President, Driscoll Associates (consulting firm); Executive           125
Board Member since 1987           Fellow, Center for Business Ethics, Bentley University;
                                  formerly: Partner, Palmer & Dodge (1988-1990); Vice President
                                  of Corporate Affairs and General Counsel, Filene's
                                  (1978-1988); Directorships: Trustee of 20 open-end mutual
                                  funds managed by Sun Capital Advisers, Inc. (since 2007);
                                  Director of ICI Mutual Insurance Company (since 2007);
                                  Advisory Board, Center for Business Ethics, Bentley
                                  University; Trustee, Southwest Florida Community Foundation
                                  (charitable organization); former Directorships: Investment
                                  Company Institute (audit, executive, nominating committees)
                                  and Independent Directors Council (governance, executive
                                  committees)
--------------------------------------------------------------------------------------------------------------------
Keith R. Fox (1954)               Managing General Partner, Exeter Capital Partners (a series           125
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           125
(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,         125
(1946)                            Finance Department, The Wharton School, University of
Board Member since                Pennsylvania (since July 1972); Co-Director, Wharton
1990                              Financial Institutions Center (since July 2000); Director,
                                  Japan Equity Fund, Inc. (since September 2007), Thai Capital
                                  Fund, Inc. (since September 2007), Singapore Fund, Inc.
                                  (since September 2007); formerly: Vice Dean and Director,
                                  Wharton Undergraduate Division (July 1995-June 2000);
                                  Director, Lauder Institute of International Management
                                  Studies (July 2000-June 2006)
--------------------------------------------------------------------------------------------------------------------
William McClayton (1944)          Managing Director, Diamond Management & Technology                    125
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             125
(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); Director,
                                  CardioNet, Inc.(2) (2009-present) (health care); formerly:
                                  Executive Vice President, The Glenmede Trust Company
                                  (investment trust and wealth management) (1983 to 2004);
                                  Board Member, Investor Education (charitable organization)
                                  (2004-2005); Director, Viasys Health Care(2) (January
                                  2007-June 2007)
--------------------------------------------------------------------------------------------------------------------
William N. Searcy, Jr.            Private investor since October 2003; Trustee of 20 open-end           125
(1946)                            mutual funds managed by Sun Capital Advisers, Inc. (since
Board Member since                October 1998); formerly: Pension & Savings Trust Officer,
1993                              Sprint Corporation(2) (telecommunications) (November
                                  1989-September 2003)
--------------------------------------------------------------------------------------------------------------------
Jean Gleason Stromberg            Retired; formerly: Consultant (1997-2001); Director, US               125
(1943)                            Government Accountability Office (1996-1997); Partner,
Board Member since                Fulbright & Jaworski, L.L.P. (law firm) (1978-1996);
1997                              Directorships: The William and Flora Hewlett Foundation;
                                  Business Leadership Council, Wellesley College; former
                                  Directorships: Service Source, Inc., Mutual Fund Directors
                                  Forum (2002-2004), American Bar Retirement Association
                                  (funding vehicle for retirement plans) (1987-1990 and
                                  1994-1996)
--------------------------------------------------------------------------------------------------------------------
Robert H. Wadsworth (1940)        President, Robert H. Wadsworth & Associates, Inc. (consulting         128
Board Member since 1999           firm) (1983 to present); Director, The Phoenix Boys Choir
                                  Association
--------------------------------------------------------------------------------------------------------------------

Interested Board Member

--------------------------------------------------------------------------------------------------------------------
 Name, Year of Birth, Position    Business Experience and                                        Number of Funds
 with the Trust and Length of                                                                    in DWS Fund
 Time Served(1)                   Directorships During the Past 5 Years                          Complex Overseen
--------------------------------------------------------------------------------------------------------------------
 Axel Schwarzer(3)                Managing Director(4), Deutsche Asset Management; Head of              125
 (1958)                           Deutsche Asset Management Americas; CEO of DWS Investments;
 Board Member since               relocated to Germany in July 2009 as Vice Chairman(4) of
 2006                             Deutsche Asset Management and Member of the Management Board
                                  of DWS Investments, responsible for Global Relationship
                                  Management; formerly: board member of DWS Investments,
                                  Germany (1999-2005); Head of Sales and Product Management for
                                  the Retail and Private Banking Division of Deutsche Bank in
                                  Germany (1997-1999); various strategic and operational
                                  positions for Deutsche Bank Germany Retail and Private
                                  Banking Division in the field of investment funds, tax driven
                                  instruments and asset management for corporates (1989-1996)
--------------------------------------------------------------------------------------------------------------------

Officers(5)

--------------------------------------------------------------------------------------------------------------------
 Name, Year of Birth, Position    Business Experience and
 with the Trust and Length of
 Time Served(6)                   Directorships During the Past 5 Years
--------------------------------------------------------------------------------------------------------------------
 Michael G. Clark(7) (1965)       Managing Director(4), Deutsche Asset Management (2006-present); President of
 President, 2006-present          DWS family of funds; Director, ICI Mutual Insurance Company (since
                                  October 2007); formerly: Director of Fund Board Relations (2004-2006) and
                                  Director of Product Development (2000-2004), Merrill Lynch Investment Managers;
                                  Senior Vice President Operations, Merrill Lynch Asset Management (1999-2000)
--------------------------------------------------------------------------------------------------------------------
 John Millette(8) (1962)          Director(4), Deutsche Asset Management
 Vice President and Secretary,
 1999-present
--------------------------------------------------------------------------------------------------------------------
 Paul H. Schubert(7) (1963)       Managing Director(4), Deutsche Asset Management (since July 2004); formerly:
 Chief Financial Officer,         Executive Director, Head of Mutual Fund Services and Treasurer for UBS Family
 2004-present                     of Funds (1998-2004); Vice President and Director of Mutual Fund Finance at UBS
 Treasurer, 2005-present          Global Asset Management (1994-1998)
--------------------------------------------------------------------------------------------------------------------
 Caroline Pearson(8) (1962)       Managing Director(4), Deutsche Asset Management
 Assistant Secretary,
 1997-present
--------------------------------------------------------------------------------------------------------------------
 Rita Rubin(9) (1970)             Vice President and Counsel, Deutsche Asset Management (since October 2007);
 Assistant Secretary,             formerly, Vice President, Morgan Stanley Investment Management (2004-2007);
 2009-present                     Attorney, Shearman & Sterling LLP (2004); Vice President and Associate General
                                  Counsel, UBS Global Asset Management (2001-2004)
--------------------------------------------------------------------------------------------------------------------
 Paul Antosca(8)                  Director(4), Deutsche Asset Management (since 2006); formerly: Vice President,
 (1957)                           The Manufacturers Life Insurance Company (U.S.A.) (1990-2006)
 Assistant Treasurer,
 2007-present
--------------------------------------------------------------------------------------------------------------------
 Jack Clark (8)                   Director(4), Deutsche Asset Management (since 2007); formerly: Vice President,
 (1967)                           State Street Corporation (2002-2007)
 Assistant Treasurer,
 2007-present
--------------------------------------------------------------------------------------------------------------------
 Diane Kenneally(8)               Director(4), Deutsche Asset Management
 (1966)
 Assistant Treasurer,
 2007-present
--------------------------------------------------------------------------------------------------------------------
 Jason Vazquez(9) (1972)          Vice President, Deutsche Asset Management (since 2006); formerly: AML
 Anti-Money Laundering            Operations Manager for Bear Stearns (2004-2006); Supervising Compliance
 Compliance Officer,              Principal and Operations Manager for AXA Financial (1999-2004)
 2007-present
--------------------------------------------------------------------------------------------------------------------
 Robert Kloby(9) (1962)           Managing Director(4), Deutsche Asset Management (2004-present); formerly: Chief
 Chief Compliance Officer,        Compliance Officer/Chief Risk Officer, Robeco USA (2000-2004); Vice President,
 2006-present                     The Prudential Insurance Company of America (1988-2000); E.F. Hutton and
                                  Company (1984-1988)
--------------------------------------------------------------------------------------------------------------------
 J. Christopher Jackson(9)        Director(4), Deutsche Asset Management (2006-present); formerly: Director,
 (1951)                           Senior Vice President, General Counsel, and Assistant Secretary, Hansberger
 Chief Legal Officer,             Global Investors, Inc. (1996-2006); Director, National Society of Compliance
 2006-present                     Professionals (2002-2005) (2006-2009)
--------------------------------------------------------------------------------------------------------------------
</TABLE>

(1)      The length of time served represents the year in which the Board Member
         joined the board of one or more DWS funds currently overseen by the
         Board.

(2)      A publicly held company with securities registered pursuant to Section
         12 of the Securities Exchange Act of 1934.

(3)      The mailing address of Axel Schwarzer is DWS Investment GmbH, Mainzer
         Landstr. 178-190, Floor 5C, 60327 Frankfurt am Main, Germany. 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 Portfolios.

(4)      Executive title, not a board directorship.

(5)      As a result of their respective positions held with the Advisor, these
         individuals are considered "interested persons" of the Advisor within
         the meaning of the 1940 Act. Interested persons receive no compensation
         from the Portfolios.

(6)      The length of time served represents the year in which the officer was
         first elected in such capacity for one or more DWS funds.

(7)      Address:  345 Park Avenue, New York, New York 10154.

(8)      Address: One Beacon Street, Boston, Massachusetts 02108.

(9)      Address:  280 Park Avenue, New York, New York 10017.

Certain officers hold similar positions for other investment companies for which
DIMA or an affiliate serves as the Advisor.

Officer's Role with Principal Underwriter:  DWS Investments Distributors, Inc.

 Paul H. Schubert:                 Vice President
 Jason Vazquez:                    Vice President and AML Compliance Officer
 Caroline Pearson:                 Secretary

Board Members' Responsibilities. The officers of the Trust 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 Portfolios and to provide oversight
of the management of the Portfolios.

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 Portfolios' accounting
and financial reporting policies and procedures, (3) the Portfolios' 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 Portfolios. It also
approves and recommends to the Board the appointment, retention or termination
of the independent registered public accounting firm for the Portfolios, reviews
the scope of audit and internal controls, considers and reports to the Board on
matters relating to the Portfolios' accounting and financial reporting
practices, and performs such other tasks as the full Board deems necessary or
appropriate. The Audit Committee receives annual representations from the
independent registered public accounting firm as to its independence. The
members of the Audit Committee are William McClayton (Chair), Kenneth C.
Froewiss (Vice Chair), John W. Ballantine, Henry P. Becton, Jr., Keith R. Fox
and William N. Searcy, Jr. During the calendar year 2008, the Audit Committee of
the Portfolios' Board held six (6) meetings.

Nominating and Governance Committee: The Nominating and Governance Committee,
which consists entirely of Independent Board Members, recommends individuals for
membership on the Board, nominates officers, Board and committee chairs, vice
chairs and committee members, and oversees the operations of the Board. The
Nominating and Governance Committee also reviews recommendations by shareholders
for candidates for Board positions. Shareholders may recommend candidates for
Board positions by forwarding their correspondence by US mail or courier service
to Dawn-Marie Driscoll, P.O. Box 100176, Cape Coral, FL 33904. The members of
the Nominating and Governance Committee are Henry P. Becton, Jr. (Chair),
Rebecca W. Rimel (Vice Chair), Paul K. Freeman and William McClayton. During the
calendar year 2008, the Nominating and Governance Committee of the Portfolios'
Board held five (5) meetings.

Contract Committee: The Contract Committee, which consists entirely of
Independent Board Members, reviews at least annually, (a) the Portfolios'
financial arrangements with DIMA and its affiliates, and (b) the Portfolios'
expense ratios. The members of the Contract Committee are Robert H. Wadsworth
(Chair), Keith R. Fox (Vice Chair), Henry P. Becton, Jr., Richard J. Herring,
William McClayton and Jean Gleason Stromberg. During the calendar year 2008, the
Contract Review Committee of the Portfolios' Board held seven (7) meetings.

Equity Oversight Committee: The Equity Oversight Committee reviews the
investment operations of those portfolios that primarily invest in equity
securities (except for those funds managed by a quantitative investment team).
The members of the Equity Oversight Committee are John W. Ballantine (Chair),
William McClayton (Vice Chair), Henry P. Becton, Jr., Keith R. Fox, Richard J.
Herring and Rebecca W. Rimel. During the calendar year 2008, the Equity
Oversight Committee of the Portfolios' Board held five (5) meetings.

Fixed-Income and Quant Oversight Committee: The Fixed-Income and Quant Oversight
Committee reviews the investment operations of those funds that primarily invest
in fixed-income securities or are managed by a quantitative investment team. The
members of the Fixed-Income and Quant Oversight Committee are William N. Searcy,
Jr. (Chair), Jean Gleason Stromberg (Vice Chair), Dawn-Marie Driscoll, Kenneth
C. Froewiss and Robert H. Wadsworth. During the calendar year 2008, the
Fixed-Income Oversight Committee of the Portfolios' Board held five (5)
meetings.

Marketing and Shareholder Services Committee: The Marketing and Shareholder
Services Committee reviews the Portfolios' marketing program, sales practices
and literature and shareholder services. The Marketing and Shareholder Services
Committee also considers matters relating to fund mergers and liquidations and
the organization of new funds. The members of the Marketing and Shareholder
Services Committee are Richard J. Herring (Chair), Dawn-Marie Driscoll (Vice
Chair), Rebecca W. Rimel, Jean Gleason Stromberg and Robert H. Wadsworth. During
the calendar year 2008, the Marketing/Distribution/Shareholder Service Committee
of the Portfolios' Board held four (4) meetings.

The Operations Committee: The Operations Committee reviews the administrative
operations, legal affairs and general compliance matters of the Portfolios. The
Operations Committee reviews administrative matters related to the operations of
the Portfolios, policies and procedures relating to portfolio transactions,
custody arrangements, fidelity bond and insurance arrangements, valuation of
Portfolio assets and securities and such other tasks as the full Board deems
necessary or appropriate. The Operations Committee also oversees the valuation
of the Portfolios' securities and other assets and determines, as needed, the
fair value of Portfolio securities or other assets under certain circumstances
as described in the Portfolios' Valuation Procedures. The Operations Committee
has appointed a Valuation Sub-Committee, which may make determinations of fair
value required when the Operations Committee is not in session. The members of
the Operations Committee are Dawn-Marie Driscoll (Chair), John W. Ballantine
(Vice Chair), Kenneth C. Froewiss, Rebecca W. Rimel and William N. Searcy, Jr.
The members of the Valuation Sub-Committee are Kenneth C. Froewiss (Chair), John
W. Ballantine, Dawn-Marie Driscoll (Alternate), Rebecca W. Rimel (Alternate) and
William N. Searcy, Jr. (Alternate). During the calendar year 2008, the
Operations Committee held five (5) meetings and the Valuation Sub-Committee did
not hold any meetings.

Ad Hoc Committees. In addition to the standing committees described above, from
time to time the Board may also form ad hoc committees to consider specific
issues.

Remuneration. Each Independent Board Member receives compensation from the
Portfolios for his or her services, which includes retainer fees and specified
amounts for various committee services and for the Board Chairperson. No
additional compensation is paid to any Independent Board Member for travel time
to meetings, attendance at directors' educational seminars or conferences,
service on industry or association committees, participation as speakers at
directors' conferences or service on special fund industry director task forces
or subcommittees. Independent Board Members do not receive any employee benefits
such as pension or retirement benefits or health insurance from the Portfolios
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
Portfolios, 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 Portfolios. The following tables show compensation from the
Portfolios and aggregate compensation from all of the funds in the DWS fund
complex received by each Independent Board Member during the calendar year 2008.
Mr. Schwarzer is an interested person of the Portfolios and received no
compensation from the Portfolios or any fund in the DWS fund complex during the
relevant periods.

<TABLE>
<CAPTION>
                                 Aggregate Compensation      Aggregate Compensation        Total Compensation
                               from Government & Agency         from Tax-Exempt               from Fund and
  Name of Board Member           Securities Portfolio              Portfolio               DWS Fund Complex(1)
  --------------------           --------------------              ---------               -------------------

<S>                                      <C>                          <C>                      <C>
  John W. Ballantine                     $9,470                       $7,523                   $237,500
  Henry P. Becton, Jr.(2)                 $203                        $1,426                   $246,000
  Dawn-Marie Driscoll(2)((3))             $222                        $1,673                   $292,500
  Keith R. Fox((2))                       $196                        $1,330                   $229,500
  Paul K. Freeman                       $10,244                       $8,146                   $255,000
  Kenneth C. Froewiss                     $194                        $1,309                   $226,750
  Richard J. Herring(2)                   $200                        $1,381                   $240,000
  William McClayton((4))                $10,300                       $8,245                   $257,500
  Rebecca W. Rimel(2)                     $198                        $1,360                   $233,500
  William N. Searcy, Jr.                  $199                        $1,366                   $238,000
  Jean Gleason Stromberg                  $194                        $1,300                   $225,500
  Robert H. Wadsworth                    $9,688                       $7,670                   $273,500
</TABLE>

(1)      The DWS fund complex is composed of 136 funds as of December 31, 2008.

(2)      Aggregate compensation includes amounts paid to the Board Members for
         special meetings of ad hoc committees of the Board in connection with
         the consolidation of the DWS fund boards and various funds, meetings
         for considering fund expense simplification initiatives, and
         consideration of issues specific to the Portfolios' direct shareholders
         (i.e., those shareholders who did not purchase shares through financial
         intermediaries). Such amounts totaled $8,000 for Mr. Becton, $2,000 for
         Ms. Driscoll, $2,000 for Mr. Fox, $2,000 for Dr. Herring and $8,000 for
         Ms. Rimel. These meeting fees were borne by the funds.

(3)      Includes $70,000 in annual retainer fees received by Ms. Driscoll as
         Chairperson of DWS funds.

(4)      Includes $15,000 paid to Mr. McClayton for numerous special meetings of
         an ad hoc committee of the former Chicago Board in connection with
         board consolidation initiatives.

Board Member Ownership in the Portfolios

The following table shows the dollar range of equity securities beneficially
owned by each Board Member in the Portfolios and DWS fund complex as of December
31, 2008.

<TABLE>
<CAPTION>
                                                                                              Aggregate Dollar
                                                                                             Range of Ownership
                                         Dollar Range of                                        in all Funds
                                      Beneficial Ownership    Dollar Range of Beneficial      Overseen by Board
                                     in Government & Agency            Ownership              Member in the DWS
Board Member                          Securities Portfolio      in Tax-Exempt Portfolio       Fund Complex((1))
------------                          --------------------      -----------------------       -----------------

Independent Board Member:
-------------------------

<S>                                       <C>  <C>                   <C>  <C>                        <C>
John W. Ballantine                            None                       None                   Over $100,000
Henry P. Becton, Jr.                      $1 - $10,000               $1 - $10,000               Over $100,000
Dawn-Marie Driscoll                           None                $50,001 - $100,000            Over $100,000
Keith R. Fox                                  None                       None                   Over $100,000
Paul K. Freeman                               None                       None                   Over $100,000
Kenneth C. Froewiss                           None                       None                   Over $100,000
Richard J. Herring                            None                       None                   Over $100,000
William McClayton                             None                       None                   Over $100,000
Rebecca W. Rimel                              None                       None                   Over $100,000
William N. Searcy, Jr.                        None                       None                   Over $100,000
Jean Gleason Stromberg                        None                $10,001 - $50,000             Over $100,000
Robert H. Wadsworth                           None                       None                   Over $100,000

Interested Board Member:
------------------------

Axel Schwarzer                                None                       None                   Over $100,000
</TABLE>

(1)      Securities beneficially owned as defined under the 1934 Act include
         direct and/or indirect ownership of securities where the Board Member's
         economic interest is tied to the securities, employment ownership and
         securities when the Board Member can exert voting power, and when the
         Board Member has authority to sell the securities. The dollar ranges
         are: None, $1-$10,000, $10,001-$50,000, $50,001-$100,000 and over
         $100,000.

Ownership in Securities of the Advisor and Related Companies

As reported to the Portfolios, the information in the following table reflects
ownership by the Independent Board Members and their immediate family members of
certain securities as of December 31, 2008. Immediate family members can be a
spouse, children residing in the same household including step and adoptive
children, and any dependents. The securities represent ownership in the Advisor
or principal underwriter of the Portfolios 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
Portfolios (including Deutsche Bank AG).


<TABLE>
<CAPTION>
                                                                                   Value of        Percent of
                                   Owner and                                     Securities on     Class on an
Independent                     Relationship to                     Title of     an Aggregate       Aggregate
Board Member                      Board Member         Company        Class          Basis            Basis
------------                      ------------         -------        -----          -----            -----

<S>     <C>    <C>    <C>    <C>    <C>    <C>
John W. Ballantine                                      None
Henry P. Becton, Jr.                                    None
Dawn-Marie Driscoll                                     None
Keith R. Fox                                            None
Paul K. Freeman                                         None
Kenneth C. Froewiss                                     None
Richard J. Herring                                      None
William McClayton                                       None
Rebecca W. Rimel                                        None
William N. Searcy, Jr.                                  None
Jean Gleason Stromberg                                  None
Robert H. Wadsworth                                     None
</TABLE>

Securities Beneficially Owned

As of July 7, 2009, the Board Members and officers of the Trust owned, as a
group, less than 1% of the outstanding shares of each Portfolio.

To the best of each Portfolio's knowledge, as of July 7, 2009, no person owned
of record or beneficially 5% or more of any class of the Portfolio's outstanding
shares, except as noted below.

Government & Agency Securities Portfolio
----------------------------------------

<TABLE>
<CAPTION>
Name and Address of Investor Ownership                          Shares                      % of Total Shares
--------------------------------------                          ------                      -----------------

<S>                                                         <C>                       <C>
RIDGE CLEARING & OUTSOURCING SVCS                           320,637,629.03            100% of Capital Assets Funds
NEW YORK NY  10041-0004                                                                          Shares

D A DAVIDSON & CO                                            26,713,199.73                100% of Davidson Cash
TAX-EXEMPT OMNIBUS ACCT #1                                                               Equivalent Plus Shares
ATTN  BETH ANN THELEN
GREAT FALLS MT  59403-5015

D A DAVIDSON & CO                                            25,998,615.45                100%of Davidson Cash
GOVERNMENT SEC OMNIBUS ACCT #1                                                              Equivalent Shares
ATTN  BETH ANN THELEN
GREAT FALLS MT  59403-5015

DEUTSCHE BANK SECURITIES INC                               1,000,000,000.00           7.31% of DWS Government Cash
CUSTOMER SEGREGATED                                                                       Institutional Shares
ATTN JENNIFER WALTER
NEW YORK NY  10005-2836

KNOTFLOAT & CO                                              792,419,056.25            5.79% of DWS Government Cash
C/O STATE STREET BANK                                                                     Institutional Shares
BOSTON MA  02206-5496

AMERICAN EXPRESS CREDIT CORP                                719,000,000.00            5.26% of DWS Government Cash
ATTN VERICK B NORTHRUP                                                                    Institutional Shares
WILMINGTON DE  19801-2919

FIDUCIARY TRUST CO INT'L AS AGENT                           197,255,500.00              60.22% of Government Cash
ATTN MUTUAL FUND PROCESSING                                                                  Managed Shares
ATTN CORPORATE TREASURY
NEW YORK NY  10020-2302

FIDUCIARY TRUST CO INT'L AS AGENT                            69,416,500.00              21.19% of Government Cash
NON COMPENSATION ACCOUNT                                                                     Managed Shares
ATTN CORPORATE TREASURY
NEW YORK NY  10020-2302

LPL FINANCIAL SERVICES                                     3,755,432,079.73          99.24% of Premier Money Market
SAN DIEGO CA  92121-1968                                                                         Shares

MESIROW FINANCIAL INC                                        40,361,466.36              29.71% of Service Shares
CHICAGO IL  60654-4712

FIRST SOUTHWEST COMPANY                                      36,532,453.60              26.89% of Service Shares
DALLAS TX  75201-3852

PERSHING LLC FOR THE EXCLUSIVE                               31,900,048.24              23.48% of Service Shares
BENEFIT OF CUSTOMERS
JERSEY CITY NJ  07399-0001

PENSON FINANCIAL SERVICES                                    25,201,783.04              18.55% of Service Shares
DALLAS TX  75201-4609

Tax-Exempt Portfolio
--------------------

Name and Address of Investor Ownership                          Shares                      % of Total Shares
--------------------------------------                          ------                      -----------------

RIDGE CLEARING & OUTSOURCING SVCS                            20,228,656.72            100% of Capital Assets Funds
NEW YORK NY  10041-0004                                                                          Shares

D A DAVIDSON & CO                                            67,084,334.82                100% of Davidson Cash
TAX-EXEMPT OMNIBUS ACCT #1                                                                  Equivalent Shares
ATTN  BETH ANN THELEN
GREAT FALLS MT  59403-5015

PERSHING LLC FOR THE EXCLUSIVE                              963,119,571.97            46.42% of DWS Tax-Exempt Cash
BENEFIT OF CUSTOMERS                                                                      Institutional Shares
JERSEY CITY NJ  07399-0001

KNOTFLOAT & CO                                              280,483,630.55            13.52% of DWS Tax-Exempt Cash
C/O STATE STREET BANK                                                                     Institutional Shares
BOSTON MA  02206-5496

JP MORGAN CLEARING CORP                                     150,036,254.30            7.23% of DWS Tax-Exempt Cash
FBO XXXXXXXXXX                                                                            Institutional Shares
ATTN: DENISE DILORENZO-SIEGEL
BROOKLYN NY  11201-3832

LPL FINANCIAL SERVICES                                      422,308,931.56            93.7% of Premier Money Market
SAN DIEGO CA  92121-1968                                                                         Shares

SMITH MOORE & COMPANY                                        28,193,154.96            6.26% of Premier Money Market
CLAYTON MO  63105-1931                                                                           Shares

FIRST SOUTHWEST COMPANY                                      55,581,337.26              74.84% of Service Shares
DALLAS TX  75201-3852

PENSON FINANCIAL SERVICES                                    16,654,646.60              22.43% of Service Shares
DALLAS TX  75201-4609

FIDUCIARY TRUST CO INT'L AS AGENT                           162,124,500.00              60.5% of Tax-Exempt Cash
ATTN MUTUAL FUND PROCESSING                                                                  Managed Shares
ATTN CORPORATE TREASURY
NEW YORK NY  10020-2302

FIDUCIARY TRUST CO INT'L AS AGENT                            57,868,000.00              21.6% of Tax-Exempt Cash
NON COMPENSATION ACCOUNT                                                                     Managed Shares
ATTN CORPORATE TREASURY
NEW YORK NY  10020-2302

KNOTFLOAT & CO                                               39,220,574.51              14.64% of Tax-Exempt Cash
C/O STATE STREET BANK                                                                        Managed Shares
BOSTON MA  02206-5496

PERSHING LLC FOR THE EXCLUSIVE                              417,065,733.49            78.78% of Tax-Free Investment
BENEFIT OF CUSTOMERS                                                                              Class
JERSEY CITY NJ  07399-0001

WILLIAM BLAIR & COMPANY                                      83,471,707.49            15.77% of Tax-Free Investment
ATTN TERRY MULDOON                                                                                Class
CHICAGO IL  60606-5312
</TABLE>


Agreement to Indemnify Independent Trustees 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 Trustees of the Affected Funds, against certain
liabilities the Independent Trustees 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 Trustees 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 Trustees ultimately would not be entitled to indemnification or (2)
for any liability of the Independent Trustees to the Portfolios or their
shareholders to which the Independent Trustee would otherwise be subject by
reason of willful misfeasance, bad faith, gross negligence or reckless disregard
of the Independent Trustee'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
Trustees 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.

                               TRUST ORGANIZATION

Cash Account Trust is an open-end, management investment company, organized as a
business trust under the laws of Massachusetts on March 2, 1990. The Trust may
issue an unlimited number of shares of beneficial interest in one or more series
or portfolios, all having no par value, which may be divided by the Board of
Trustees into classes of shares, subject to compliance with the SEC regulations
permitting the creation of separate classes of shares. The Trust is currently
divided into three series: Money Market Portfolio, Government & Agency
Securities Portfolio and Tax-Exempt Portfolio. Money Market Portfolio is
currently divided into nine classes of shares: Premium Reserve Money Market
Shares, Premier Money Market Shares, Institutional Money Market Shares,
Institutional Select Money Market Shares, Service Shares, Davidson Cash
Equivalent Shares, Davidson Cash Equivalent Plus Shares, Capital Assets Funds
Shares and Capital Assets Funds Preferred Shares. Government & Agency Securities
Portfolio is divided into eight classes of shares: Premier Money Market Shares,
Service Shares, Davidson Cash Equivalent Shares, Davidson Cash Equivalent Plus
Shares, Capital Assets Funds Shares, DWS Government Cash Institutional Shares,
Government Cash Managed Shares and DWS Government & Agency Money Fund.
Tax-Exempt Portfolio is divided into nine classes of shares: Capital Assets
Funds Shares, Davidson Cash Equivalent Shares, Premier Money Market Shares, DWS
Tax-Exempt Cash Institutional Shares, Service Shares, Tax-Exempt Cash Managed
Shares, Tax-Free Investment Class, DWS Tax-Free Money Fund Class S and DWS
Tax-Exempt Money Fund.

The Trustees have the authority to create additional portfolios and to designate
the relative rights and preferences as between the different portfolios. The
Trustees also may authorize the division of shares of a Portfolio into different
classes, which may bear different expenses. All shares issued and outstanding
are fully paid and non-assessable, transferable, have no pre-emptive or
conversion rights and are redeemable as described in the SAI and in the
Portfolios' prospectus. Each share has equal rights with each other share of the
same class of the Portfolio as to voting, dividends, exchanges, conversion
features and liquidation. Shareholders are entitled to one vote for each full
share held and fractional votes for fractional shares held. The Trustees may
also terminate any Portfolio or class by notice to the shareholders without
shareholder approval.

The Trust generally is not required to hold meetings of their shareholders.
Under the Declaration of Trust, however, shareholder meetings will be held in
connection with the following matters: (a) the election or removal of trustees
if a meeting is called for such purpose; (b) the adoption of any contract for
which approval by shareholders is required by the 1940 Act; (c) any termination
of a Portfolio or a class to the extent and as provided in the Declaration of
Trust; (d) certain material amendments of the Declaration of Trust (such as
other than amendments changing the name of a Portfolio, supplying any omission,
curing any ambiguity or curing, correcting or supplementing any defective or
inconsistent provision thereof); and (e) such additional matters as may be
required by law, the Declaration of Trust, the By-laws of a Portfolio, or any
registration of the Trust with the SEC or as the trustees may consider necessary
or desirable. Shareholders also vote upon changes in fundamental investment
policies or restrictions.

The Declaration of Trust provides that obligations of the Trust are not binding
upon the Trustees individually but only upon the property of the Trust, that the
Trustees and officers will not be liable for errors of judgment or mistakes of
fact or law, and that a Trust will indemnify its Trustees and officers against
liabilities and expenses incurred in connection with litigation in which they
may be involved because of their offices with a Trust except if it is determined
in the manner provided in the Declaration of Trust that they have not acted in
good faith in the reasonable belief that their actions were in the best
interests of the Trust. However, nothing in the Declaration of Trust protects or
indemnifies a Trustee or officer against any liability 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 their
office.

Subject to the Declaration of Trust, shareholders may remove trustees. Each
trustee serves until the next meeting of shareholders, if any, called for the
purpose of electing trustees and until the election and qualification of a
successor or until such trustee sooner dies, resigns, retires or is removed by a
majority vote of the shares entitled to vote (as described below) or a majority
of the trustees. In accordance with the 1940 Act (a) the Trust will hold a
shareholder meeting for the election of trustees at such time as less than a
majority of the trustees have been elected by shareholders, and (b) if, as a
result of a vacancy in the Board of Trustees, less than two-thirds of the
trustees have been elected by the shareholders, that vacancy will be filled only
by a vote of the shareholders.

Trustees may be removed from office by a vote of the holders of a majority of
the outstanding shares at a meeting called for that purpose, which meeting shall
be held upon the written request of the holders of not less than 10% of the
outstanding shares. Upon the written request of ten or more shareholders who
have been such for at least six months and who hold shares constituting at least
1% of the outstanding shares of the Trust 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 trustee, the
Trust has undertaken to disseminate appropriate materials at the expense of the
requesting shareholders.

The Declaration of Trust provides that the presence at a shareholder meeting in
person or by proxy of at least 30% of the shares entitled to vote on a matter
shall constitute a quorum. Thus, a meeting of shareholders of a Portfolio could
take place even if less than a majority of the shareholders were represented on
its scheduled date. Shareholders would in such a case be permitted to take
action which does not require a larger vote than a majority of a quorum, such as
the election of trustees and ratification of the selection of auditors. Some
matters requiring a larger vote under the Declaration of Trust, such as
termination or reorganization of a Portfolio and certain amendments of the
Declaration of Trust, would not be affected by this provision; nor would matters
which under the 1940 Act require the vote of a "majority of the outstanding
voting securities" as defined in the 1940 Act.

The Declaration of Trust specifically authorizes the Board of Trustees to
terminate the Trust (or any Portfolio or class) by notice to the shareholders
without shareholder approval.

Under Massachusetts law, shareholders of a Massachusetts business trust could,
under certain circumstances, be held personally liable for obligations of the
Trust. The Declaration of Trust, however, disclaims shareholder liability for
acts or obligations of the Trust and requires that notice of such disclaimer be
given in each agreement, obligation, or instrument entered into or executed by
the Trust or the trustees. Moreover, the Declaration of Trust provides for
indemnification out of Trust property for all losses and expenses of any
shareholder held personally liable for the obligations of the Trust and the
Trust may be covered by insurance. Thus, the risk of a shareholder incurring
financial loss on account of shareholder liability is considered by the Advisor
remote and not material, since it is limited to circumstances in which a
disclaimer is inoperative and the Trust itself is unable to meet its
obligations.

                             PROXY VOTING GUIDELINES

The Portfolios have delegated proxy voting responsibilities to the Advisor,
subject to the Board's general oversight. The Advisor votes proxies pursuant to
the proxy voting policy and guidelines set forth in Appendix A to this SAI.

You may obtain information about how a fund voted proxies related to its
portfolio securities during the 12-month period ended June 30 by visiting the
Securities and Exchange Commission's Web site at www.sec.gov or by visiting our
Web site at: www.dws-investments.com (click on "proxy voting" at the bottom of
the page).

                              FINANCIAL STATEMENTS

The financial statements, including the portfolio of investments, for each
Portfolio's respective class, together with the Report of Independent Registered
Public Accounting Firm, Financial Highlights and notes to financial statements
in the Annual Report to the Shareholders of each Portfolio's respective class
dated April 30, 2009, are incorporated herein by reference and are hereby deemed
to be a part of this combined SAI.

                             ADDITIONAL INFORMATION

The CUSIP number of Cash Account Trust - Government & Agency Securities
Portfolio's DWS Government & Agency Money Fund shares is 147539 654.

The CUSIP number of Cash Account Trust - Tax-Exempt Portfolio's DWS Tax Exempt
Money Fund shares is 147539 647.

Government & Agency Securities Portfolio and Tax-Exempt Portfolio each have a
fiscal year ending April 30.

Each Portfolio's prospectus and this SAI omit certain information contained in
the Registration Statement which a Portfolio 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 a Portfolio and the securities
offered hereby. This Registration Statement and its amendments are available for
inspection by the public at the SEC in Washington, D.C.


                      APPENDIX A -- PROXY VOTING GUIDELINES

       Deutsche Asset Management ("AM") Proxy Voting Policy and Guidelines


I.       INTRODUCTION

AM has adopted and implemented the following policies and procedures, which it
believes are reasonably designed to ensure that proxies are voted in the best
economic interest of clients, in accordance with its fiduciary duties and local
regulation. These Proxy Voting Policies, Procedures and Guidelines shall apply
to all accounts managed by US domiciled advisers and to all US client accounts
managed by non US regional offices. Non US regional offices are required to
maintain procedures and to vote proxies as may be required by law on behalf of
their non US clients. In addition, AM's proxy policies reflect the fiduciary
standards and responsibilities for ERISA accounts.

The attached guidelines represent a set of global recommendations that were
determined by the Global Proxy Voting Sub-Committee ("the GPVSC"). These
guidelines were developed to provide AM with a comprehensive list of
recommendations that represent how AM will generally vote proxies for its
clients. The recommendations derived from the application of these guidelines
are not intended to influence the various AM legal entities either directly or
indirectly by parent or affiliated companies. In addition, the organizational
structures and documents of the various AM legal entities allows, where
necessary or appropriate, the execution by individual AM subsidiaries of the
proxy voting rights independently of any DB parent or affiliated company. This
applies in particular to non U.S. fund management companies. The individuals
that make proxy voting decisions are also free to act independently, subject to
the normal and customary supervision by the management/boards of these AM legal
entities.


II.      AM'S PROXY VOTING RESPONSIBILITIES

Proxy votes are the property of AM's advisory clients.(1) As such, AM's
authority and responsibility to vote such proxies depend upon its contractual
relationships with its clients. AM has delegated responsibility for effecting
its advisory clients' proxy votes to Institutional Shareholder Services ("ISS"),
an independent third-party proxy voting specialist. ISS votes AM's advisory
clients' proxies in accordance with AM's proxy guidelines or AM's specific
instructions. Where a client has given specific instructions as to how a proxy
should be voted, AM will notify ISS to carry out those instructions. Where no
specific instruction exists, AM will follow the procedures in voting the proxies
set forth in this document. Certain Taft-Hartley clients may direct AM to have
ISS vote their proxies in accordance with Taft Hartley voting Guidelines

_____________________

(1)      For purposes of these Policies and Procedures, "clients" refers to
         persons or entities: for which AM serves as investment adviser or
         sub-adviser; for which AM votes proxies; and that have an economic or
         beneficial ownership interest in the portfolio securities of issuers
         soliciting such proxies.

Clients may in certain instances contract with their custodial agent and notify
AM that they wish to engage in securities lending transactions. In such cases,
it is the responsibility of the custodian to deduct the number of shares that
are on loan so that they do not get voted twice.


III.     POLICIES

1.       Proxy voting activities are conducted in the best economic interest of
         clients

AM has adopted the following policies and procedures to ensure that proxies are
voted in accordance with the best economic interest of its clients, as
determined by AM in good faith after appropriate review.

2.       The Global Proxy Voting Sub-Committee

The Global Proxy Voting Sub-Committee (the "GPVSC") is an internal working group
established by the applicable AM's Investment Risk Oversight Committee pursuant
to a written charter. The GPVSC is responsible for overseeing AM's proxy voting
activities, including:

(i)    adopting, monitoring and updating guidelines, attached as Exhibit A (the
       "Guidelines"), that provide how AM will generally vote proxies pertaining
       to a comprehensive list of common proxy voting matters;

(ii)   voting proxies where (A) the issues are not covered by specific client
       instruction or the Guidelines; (B) the Guidelines specify that the issues
       are to be determined on a case-by-case basis; or (C) where an exception
       to the Guidelines may be in the best economic interest of AM's clients;
       and

(iii)  monitoring the Proxy Vendor Oversight's proxy voting activities (see
       below).

AM's Proxy Vendor Oversight, a function of AM's Operations Group, is responsible
for coordinating with ISS to administer AM's proxy voting process and for voting
proxies in accordance with any specific client instructions or, if there are
none, the Guidelines, and overseeing ISS' proxy responsibilities in this regard.

3.       Availability of Proxy Voting Policies and Procedures and proxy voting
         record

Copies of these Policies and Procedures, as they may be updated from time to
time, are made available to clients as required by law and otherwise at AM's
discretion. Clients may also obtain information on how their proxies were voted
by AM as required by law and otherwise at AM's discretion; however, AM must not
selectively disclose its investment company clients' proxy voting records. The
Proxy Vendor Oversight will make proxy voting reports available to advisory
clients upon request. The investment companies' proxy voting records will be
disclosed to shareholders by means of publicly-available annual filings of each
company's proxy voting record for 12-month periods ended June 30 (see
"Recordkeeping" below), if so required by relevant law.


IV.      PROCEDURES

The key aspects of AM's proxy voting process are as follows:

1.       The GPVSC's Proxy Voting Guidelines

The Guidelines set forth the GPVSC's standard voting positions on a
comprehensive list of common proxy voting matters. The GPVSC has developed, and
continues to update the Guidelines based on consideration of current corporate
governance principles, industry standards, client feedback, and the impact of
the matter on issuers and the value of the investments.

The GPVSC will review the Guidelines as necessary to support the best economic
interests of AM's clients and, in any event, at least annually. The GPVSC will
make changes to the Guidelines, whether as a result of the annual review or
otherwise, taking solely into account the best economic interests of clients.
Before changing the Guidelines, the GPVSC will thoroughly review and evaluate
the proposed change and the reasons therefore, and the GPVSC Chair will ask
GPVSC members whether anyone outside of the AM organization (but within Deutsche
Bank and its affiliates) or any entity that identifies itself as a AM advisory
client has requested or attempted to influence the proposed change and whether
any member has a conflict of interest with respect to the proposed change. If
any such matter is reported to the GPVSC Chair, the Chair will promptly notify
the Conflicts of Interest Management Sub-Committee (see below) and will defer
the approval, if possible. Lastly, the GPVSC will fully document its rationale
for approving any change to the Guidelines.

The Guidelines may reflect a voting position that differs from the actual
practices of the public company(ies) within the Deutsche Bank organization or of
the investment companies for which AM or an affiliate serves as investment
adviser or sponsor. Investment companies, particularly closed-end investment
companies, are different from traditional operating companies. These differences
may call for differences in voting positions on the same matter. Further, the
manner in which AM votes investment company proxies may differ from proposals
for which a AM-advised or sponsored investment company solicits proxies from its
shareholders. As reflected in the Guidelines, proxies solicited by closed-end
(and open-end) investment companies are generally voted in accordance with the
pre-determined guidelines of ISS. See Section IV.3.B.

Funds ("Underlying Funds") in which Topiary Fund Management Fund of Funds (each,
a "Fund") invest, may from time to time seek to revise their investment terms
(i.e. liquidity, fees, etc.) or investment structure. In such event, the
Underlying Funds may require approval/consent from its investors to effect the
relevant changes. Topiary Fund Management has adopted Proxy Voting Procedures
which outline the process for these approvals.

2.       Specific proxy voting decisions made by the GPVSC

The Proxy Vendor Oversight will refer to the GPVSC all proxy proposals (i) that
are not covered by specific client instructions or the Guidelines; or (ii) that,
according to the Guidelines, should be evaluated and voted on a case-by-case
basis.

Additionally, if, the Proxy Vendor Oversight, the GPVSC Chair or any member of
the GPVSC, a portfolio manager, a research analyst or a sub-adviser believes
that voting a particular proxy in accordance with the Guidelines may not be in
the best economic interests of clients, that individual may bring the matter to
the attention of the GPVSC Chair and/or the Proxy Vendor Oversight.(2)

_____________________

(2)      The Proxy Vendor Oversight generally monitors upcoming proxy
         solicitations for heightened attention from the press or the industry
         and for novel or unusual proposals or circumstances, which may prompt
         the Proxy Vendor Oversight to bring the solicitation to the attention
         of the GPVSC Chair. AM portfolio managers, AM research analysts and
         sub-advisers also may bring a particular proxy vote to the attention of
         the GPVSC Chair, as a result of their ongoing monitoring of portfolio
         securities held by advisory clients and/or their review of the periodic
         proxy voting record reports that the GPVSC Chair distributes to AM
         portfolio managers and AM research analysts.

If the Proxy Vendor Oversight refers a proxy proposal to the GPVSC or the GPVSC
determines that voting a particular proxy in accordance with the Guidelines is
not in the best economic interests of clients, the GPVSC will evaluate and vote
the proxy, subject to the procedures below regarding conflicts.

The GPVSC endeavors to hold meetings to decide how to vote particular proxies
sufficiently before the voting deadline so that the procedures below regarding
conflicts can be completed before the GPVSC's voting determination.

3.       Certain proxy votes may not be cast

In some cases, the GPVSC may determine that it is in the best economic interests
of its clients not to vote certain proxies. If the conditions below are met with
regard to a proxy proposal, AM will abstain from voting:

o        Neither the Guidelines nor specific client instructions cover an issue;

o        ISS does not make a recommendation on the issue;

o        The GPVSC cannot convene on the proxy proposal at issue to make a
         determination as to what would be in the client's best interest. (This
         could happen, for example, if the Conflicts of Interest Management
         Sub-committee found that there was a material conflict or if despite
         all best efforts being made, the GPVSC quorum requirement could not be
         met).

In addition, it is AM's policy not to vote proxies of issuers subject to laws of
those jurisdictions that impose restrictions upon selling shares after proxies
are voted, in order to preserve liquidity. In other cases, it may not be
possible to vote certain proxies, despite good faith efforts to do so. For
example, some jurisdictions do not provide adequate notice to shareholders so
that proxies may be voted on a timely basis. Voting rights on securities that
have been loaned to third-parties transfer to those third-parties, with loan
termination often being the only way to attempt to vote proxies on the loaned
securities. Lastly, the GPVSC may determine that the costs to the client(s)
associated with voting a particular proxy or group of proxies outweighs the
economic benefits expected from voting the proxy or group of proxies.

The Proxy Vendor Oversight will coordinate with the GPVSC Chair regarding any
specific proxies and any categories of proxies that will not or cannot be voted.
The reasons for not voting any proxy shall be documented.

4.       Conflict of Interest Procedures

A. Procedures to Address Conflicts of Interest and Improper Influence

Overriding Principle. In the limited circumstances where the GPVSC votes
proxies,(3) the GPVSC will vote those proxies in accordance with what it, in
good faith, determines to be the best economic interests of AM's clients.(4)

_____________________

(3)      As mentioned above, the GPVSC votes proxies (i) where neither a
         specific client instruction nor a Guideline directs how the proxy
         should be voted, (ii) where the Guidelines specify that an issue is to
         be determined on a case by case basis or (iii) where voting in
         accordance with the Guidelines may not be in the best economic
         interests of clients.

(4)      The Proxy Vendor Oversight, who serves as the non-voting secretary of
         the GPVSC, may receive routine calls from proxy solicitors and other
         parties interested in a particular proxy vote. Any contact that
         attempts to exert improper pressure or influence shall be reported to
         the Conflicts of Interest Management Sub-Committee.

Independence of the GPVSC. As a matter of Compliance policy, the GPVSC and the
Proxy Vendor Oversight are structured to be independent from other parts of
Deutsche Bank. Members of the GPVSC and the employee responsible for Proxy
Vendor Oversight are employees of AM. As such, they may not be subject to the
supervision or control of any employees of Deutsche Bank Corporate and
Investment Banking division ("CIB"). Their compensation cannot be based upon
their contribution to any business activity outside of AM without prior approval
of Legal and Compliance. They can have no contact with employees of Deutsche
Bank outside of the Private Client and Asset Management division ("PCAM")
regarding specific clients, business matters or initiatives without the prior
approval of Legal and Compliance. They furthermore may not discuss proxy votes
with any person outside of AM (and within AM only on a need to know basis).

Conflict Review Procedures. There will be a committee (the "Conflicts of
Interest Management Sub-Committee") established within AM that will monitor for
potential material conflicts of interest in connection with proxy proposals that
are to be evaluated by the GPVSC. Promptly upon a determination that a vote
shall be presented to the GPVSC, the GPVSC Chair shall notify the Conflicts of
Interest Management Sub-Committee. The Conflicts of Interest Management
Sub-Committee shall promptly collect and review any information deemed
reasonably appropriate to evaluate, in its reasonable judgment, if AM or any
person participating in the proxy voting process has, or has the appearance of,
a material conflict of interest. For the purposes of this policy, a conflict of
interest shall be considered "material" to the extent that a reasonable person
could expect the conflict to influence, or appear to influence, the GPVSC's
decision on the particular vote at issue. GPVSC should provide the Conflicts of
Interest Management Sub-Committee a reasonable amount of time (no less than 24
hours) to perform all necessary and appropriate reviews. To the extent that a
conflicts review can not be sufficiently completed by the Conflicts of Interest
Management Sub-Committee the proxies will be voted in accordance with the
standard guidelines.

The information considered by the Conflicts of Interest Management Sub-Committee
may include without limitation information regarding (i) AM client
relationships; (ii) any relevant personal conflict known by the Conflicts of
Interest Management Sub-Committee or brought to the attention of that
sub-committee; (iii) and any communications with members of the GPVSC (or anyone
participating or providing information to the GPVSC) and any person outside of
the AM organization (but within Deutsche Bank and its affiliates) or any entity
that identifies itself as a AM advisory client regarding the vote at issue. In
the context of any determination, the Conflicts of Interest Management
Sub-Committee may consult with, and shall be entitled to rely upon, all
applicable outside experts, including legal counsel.

Upon completion of the investigation, the Conflicts of Interest Management
Sub-Committee will document its findings and conclusions. If the Conflicts of
Interest Management Sub-Committee determines that (i) AM has a material conflict
of interest that would prevent it from deciding how to vote the proxies
concerned without further client consent or (ii) certain individuals should be
recused from participating in the proxy vote at issue, the Conflicts of Interest
Management Sub-Committee will so inform the GPVSC chair.

If notified that AM has a material conflict of interest as described above, the
GPVSC chair will obtain instructions as to how the proxies should be voted
either from (i) if time permits, the effected clients, or (ii) in accordance
with the standard guidelines. If notified that certain individuals should be
recused from the proxy vote at issue, the GPVSC Chair shall do so in accordance
with the procedures set forth below.

Note: Any AM employee who becomes aware of a potential, material conflict of
interest in respect of any proxy vote to be made on behalf of clients shall
notify Compliance. Compliance shall call a meeting of the conflict review
committee to evaluate such conflict and determine a recommended course of
action.

Procedures to be followed by the GPVSC. At the beginning of any discussion
regarding how to vote any proxy, the GPVSC Chair (or his or her delegate) will
inquire as to whether any GPVSC member (whether voting or ex officio) or any
person participating in the proxy voting process has a personal conflict of
interest or has actual knowledge of an actual or apparent conflict that has not
been reported to the Conflicts of Interest Management Sub-Committee.

The GPVSC Chair also will inquire of these same parties whether they have actual
knowledge regarding whether any director, officer or employee outside of the AM
organization (but within Deutsche Bank and its affiliates) or any entity that
identifies itself as a AM advisory client, has: (i) requested that AM, the Proxy
Vendor Oversight (or any member thereof) or a GPVSC member vote a particular
proxy in a certain manner; (ii) attempted to influence AM, the Proxy Vendor
Oversight (or any member thereof), a GPVSC member or any other person in
connection with proxy voting activities; or (iii) otherwise communicated with a
GPVSC member or any other person participating or providing information to the
GPVSC regarding the particular proxy vote at issue, and which incident has not
yet been reported to the Conflicts of Interest Management Sub- Committee.

If any such incidents are reported to the GPVSC Chair, the Chair will promptly
notify the Conflicts of Interest Management Sub-Committee and, if possible, will
delay the vote until the Conflicts of Interest Management Sub-Committee can
complete the conflicts report. If a delay is not possible, the Conflicts of
Interest Management Sub-Committee will instruct the GPVSC whether anyone should
be recused from the proxy voting process, or whether AM should vote the proxy in
accordance with the standard guidelines, seek instructions as to how to vote the
proxy at issue from ISS or, if time permits, the effected clients. These
inquiries and discussions will be properly reflected in the GPVSC's minutes.

Duty to Report. Any AM employee, including any GPVSC member (whether voting or
ex officio), that is aware of any actual or apparent conflict of interest
relevant to, or any attempt by any person outside of the AM organization (but
within Deutsche Bank and its affiliates) or any entity that identifies itself as
a AM advisory client to influence, how AM votes its proxies has a duty to
disclose the existence of the situation to the GPVSC Chair (or his or her
designee) and the details of the matter to the Conflicts of Interest Management
Sub-Committee. In the case of any person participating in the deliberations on a
specific vote, such disclosure should be made before engaging in any activities
or participating in any discussion pertaining to that vote.

Recusal of Members. The GPVSC will recuse from participating in a specific proxy
vote any GPVSC members (whether voting or ex officio) and/or any other person
who (i) are personally involved in a material conflict of interest; or (ii) who,
as determined by the Conflicts of Interest Management Sub-Committee, have actual
knowledge of a circumstance or fact that could effect their independent
judgment, in respect of such vote. The GPVSC will also exclude from
consideration the views of any person (whether requested or volunteered) if the
GPVSC or any member thereof knows, or if the Conflicts of Interest Management
Sub-Committee has determined, that such other person has a material conflict of
interest with respect to the particular proxy, or has attempted to influence the
vote in any manner prohibited by these policies.

If, after excluding all relevant GPVSC voting members pursuant to the paragraph
above, there are three or more GPVSC voting members remaining, those remaining
GPVSC members will determine how to vote the proxy in accordance with these
Policies and Procedures. If there are fewer than three GPVSC voting members
remaining, the GPVSC Chair will vote the proxy in accordance with the standard
guidelines, will obtain instructions as to how to have the proxy voted from, if
time permits, the effected clients and otherwise from ISS.

B.       Investment Companies and Affiliated Public Companies

Investment Companies. As reflected in the Guidelines, all proxies solicited by
open-end and closed-end investment companies are voted in accordance with the
pre-determined guidelines of ISS, unless the investment company client directs
AM to vote differently on a specific proxy or specific categories of proxies.
However, regarding investment companies for which AM or an affiliate serves as
investment adviser or principal underwriter, such proxies are voted in the same
proportion as the vote of all other shareholders (i.e., "mirror" or "echo"
voting). Master fund proxies solicited from feeder funds are voted in accordance
with applicable provisions of Section 12 of the Investment Company Act of 1940.

Subject to participation agreements with certain Exchange Traded Funds ("ETF")
issuers that have received exemptive orders from the U.S. Securities and
Exchange Commission allowing investing DWS funds to exceed the limits set forth
in Section 12(d)(1)(A) and (B) of the Investment Company Act of 1940, DeAM will
echo vote proxies for ETFs in which Deutsche Bank holds more than 25% of
outstanding voting shares globally when required to do so by participation
agreements and SEC orders.

Affiliated Public Companies. For proxies solicited by non-investment company
issuers of or within the Deutsche Bank organization, e.g., Deutsche bank itself,
these proxies will be voted in the same proportion as the vote of other
shareholders (i.e., "mirror" or "echo" voting).

Note: With respect to the QP Trust (not registered under the Investment Company
Act of 1940), the Fund is not required to engage in echo voting and the
investment adviser will use these Guidelines, and may determine, with respect to
the QP Trust, to vote contrary to the positions in the Guidelines, consistent
with the Fund's best interest.

C.       Other Procedures That Limit Conflicts of Interest

AM and other entities in the Deutsche Bank organization have adopted a number of
policies, procedures and internal controls that are designed to avoid various
conflicts of interest, including those that may arise in connection with proxy
voting, including:

o        Deutsche Bank Americas Restricted Activities Policy. This policy
         provides for, among other things, independence of AM employees from
         CIB, and information barriers between AM and other affiliates.
         Specifically, no AM employee may be subject to the supervision or
         control of any employee of CIB. No AM employee shall have his or her
         compensation based upon his or her contribution to any business
         activity within the Bank outside of the business of AM, without the
         prior approval of Legal or Compliance. Further, no employee of CIB
         shall have any input into the compensation of a AM employee without the
         prior approval of Legal or Compliance. Under the information barriers
         section of this policy, as a general rule, AM employees who are
         associated with the investment process should have no contact with
         employees of Deutsche Bank or its affiliates, outside of PCAM,
         regarding specific clients, business matters, or initiatives. Further,
         under no circumstances should proxy votes be discussed with any
         Deutsche Bank employee outside of AM (and should only be discussed on a
         need-to-know basis within AM).

Other relevant internal policies include the Deutsche Bank Americas Code of
Professional Conduct, the Deutsche Asset Management Information Sharing
Procedures, the Deutsche Asset Management Code of Ethics, the Sarbanes-Oxley
Senior Officer Code of Ethics, and the Deutsche Bank Group Code of Conduct. The
GPVSC expects that these policies, procedures and internal controls will greatly
reduce the chance that the GPVSC (or, its members) would be involved in, aware
of or influenced by, an actual or apparent conflict of interest.


V.       RECORDKEEPING

At a minimum, the following types of records must be properly maintained and
readily accessible in order to evidence compliance with this policy.

o        AM will maintain a record of each vote cast by AM that includes among
         other things, company name, meeting date, proposals presented, vote
         cast and shares voted.

o        The Proxy Vendor Oversight maintains records for each of the proxy
         ballots it votes. Specifically, the records include, but are not
         limited to:

         -        The proxy statement (and any additional solicitation
                  materials) and relevant portions of annual statements.

         -        Any additional information considered in the voting process
                  that may be obtained from an issuing company, its agents or
                  proxy research firms.

         -        Analyst worksheets created for stock option plan and share
                  increase analyses.

         -        Proxy Edge print-screen of actual vote election.

o        AM will retain these Policies and Procedures and the Guidelines; will
         maintain records of client requests for proxy voting information; and
         will retain any documents the Proxy Vendor Oversight or the GPVSC
         prepared that were material to making a voting decision or that
         memorialized the basis for a proxy voting decision.

o        The GPVSC also will create and maintain appropriate records documenting
         its compliance with these Policies and Procedures, including records of
         its deliberations and decisions regarding conflicts of interest and
         their resolution.

o        With respect to AM's investment company clients, ISS will create and
         maintain records of each company's proxy voting record for 12-month
         periods ended June 30. AM will compile the following information for
         each matter relating to a portfolio security considered at any
         shareholder meeting held during the period covered by the report and
         with respect to which the company was entitled to vote:

         -        The name of the issuer of the portfolio security;

         -        The exchange ticker symbol of the portfolio security (if
                  symbol is available through reasonably practicable means);

         -        The Council on Uniform Securities Identification Procedures
                  number for the portfolio security (if the number is available
                  through reasonably practicable means);

         -        The shareholder meeting date;

         -        A brief identification of the matter voted on;

         -        Whether the matter was proposed by the issuer or by a security
                  holder;

         -        Whether the company cast its vote on the matter;

         -        How the company cast its vote (e.g., for or against proposal,
                  or abstain; for or withhold regarding election of directors);
                  and

         -        Whether the company cast its vote for or against management.

Note: This list is intended to provide guidance only in terms of the records
that must be maintained in accordance with this policy. In addition, please note
that records must be maintained in accordance with the applicable AM Records
Management Policy.

With respect to electronically stored records, "properly maintained" is defined
as complete, authentic (unalterable) usable and backed-up. At a minimum, records
should be retained for a period of not less than six years (or longer, if
necessary to comply with applicable regulatory requirements), the first three
years in an appropriate AM office.


VI.      THE GPVSC'S OVERSIGHT ROLE

In addition to adopting the Guidelines and making proxy voting decisions on
matters referred to it as set forth above, the GPVSC will monitor the proxy
voting process by reviewing summary proxy information presented by ISS. The
GPVSC will use this review process to determine, among other things, whether any
changes should be made to the Guidelines. This review will take place at least
quarterly and will be documented in the GPVSC's minutes.


Attachment A - Global Proxy Voting Guidelines







                            Deutsche Asset Management

                         Global Proxy Voting Guidelines



                             As Amended October 2008


                                [GRAPHIC OMITTED]
Table of contents

I        Board Of Directors And Executives

         A        Election Of Directors

         B        Classified Boards Of Directors

         C        Board And Committee Independence

         D        Liability And Indemnification Of Directors

         E        Qualifications Of Directors

         F        Removal Of Directors And Filling Of Vacancies

         G        Proposals To Fix The Size Of The Board

         H        Proposals to Restrict Chief Executive Officer's Service on

                  Multiple Boards

         I        Proposals to Restrict Supervisory Board Members Service on

                  Multiple Boards

         J        Proposals to Establish Audit Committees

II       Capital Structure

         A        Authorization Of Additional Shares

         B        Authorization Of "Blank Check" Preferred Stock

         C        Stock Splits/Reverse Stock Splits

         D        Dual Class/Supervoting Stock

         E        Large Block Issuance

         F        Recapitalization Into A Single Class Of Stock

         G        Share Repurchases

         H        Reductions In Par Value

III      Corporate Governance Issues

         A        Confidential Voting

         B        Cumulative Voting

         C        Supermajority Voting Requirements

         D        Shareholder Right To Vote

IV       Compensation

         A        Establishment of a Remuneration Committee

         B        Executive And Director Stock Option Plans

         C        Employee Stock Option/Purchase Plans

         D        Golden Parachutes

         E        Proposals To Limit Benefits Or Executive Compensation

         F        Option Expensing

         G        Management board election and motion

         H        Remuneration (variable pay)

         I        Long-term incentive plans

         J        Shareholder Proposals Concerning "Pay For Superior
                  Performance"

         K        Executive Compensation Advisory

V        Anti-Takeover Related Issues

         A        Shareholder Rights Plans ("Poison Pills")

         B        Reincorporation

         C        Fair-Price Proposals

         D        Exemption From State Takeover Laws

         E        Non-Financial Effects Of Takeover Bids

VI       Mergers & Acquisitions

VII      Social & Political Issues

         A        Labor & Human Rights

         B        Diversity & Equality

         C        Health & Safety

         D        Government/Military

         E        Tobacco

VIII     Environmental Issues

IX       Miscellaneous Items

         A        Ratification Of Auditors

         B        Limitation Of Non-Audit Services Provided By Independent
                  Auditor

         C        Audit Firm Rotation

         D        Transaction Of Other Business

         E        Motions To Adjourn The Meeting

         F        Bundled Proposals

         G        Change Of Company Name

         H        Proposals Related To The Annual Meeting

         I        Reimbursement Of Expenses Incurred From Candidate Nomination

         J        Investment Company Proxies

         K        International Proxy Voting


These Guidelines may reflect a voting position that differs from the actual
practices of the public company (ies) within the Deutsche Bank organization or
of the investment companies for which AM or an affiliate serves as investment
adviser or sponsor.

NOTE: Because of the unique structure and regulatory scheme applicable to
closed-end investment companies, the voting guidelines (particularly those
related to governance issues) generally will be inapplicable to holdings of
closed-end investment companies. As a result, determinations on the appropriate
voting recommendation for closed-end investment company shares will be made on a
case-by-case basis.


I.       Board of Directors and Executives

A.       Election of Directors

Routine: AM Policy is to vote "for" the uncontested election of directors. Votes
for a director in an uncontested election will be withheld in cases where a
director has shown an inability to perform his/her duties in the best interests
of the shareholders.

Proxy contest: In a proxy contest involving election of directors, a
case-by-case voting decision will be made based upon analysis of the issues
involved and the merits of the incumbent and dissident slates of directors. AM
will incorporate the decisions of a third party proxy research vendor,
currently, Institutional Shareholder Services ("ISS") subject to review by the
Proxy Voting Sub-Committee (GPVSC) as set forth in the AM's Proxy Voting
Policies and Procedures.

Rationale: The large majority of corporate directors fulfill their fiduciary
obligation and in most cases support for management's nominees is warranted. As
the issues relevant to a contested election differ in each instance, those cases
must be addressed as they arise.

B.       Classified Boards of Directors

AM policy is to vote against proposals to classify the board and for proposals
to repeal classified boards and elect directors annually.

Rationale: Directors should be held accountable on an annual basis. By
entrenching the incumbent board, a classified board may be used as an
anti-takeover device to the detriment of the shareholders in a hostile take-over
situation.

C.       Board and Committee Independence

AM policy is to vote:

1.       "For" proposals that require that a certain percentage (majority up to
         66 2/3%) of members of a board of directors be comprised of independent
         or unaffiliated directors.

2.       "For" proposals that require all members of a company's compensation,
         audit, nominating, or other similar committees be comprised of
         independent or unaffiliated directors.

3.       "Against" shareholder proposals to require the addition of special
         interest, or constituency, representatives to boards of directors.

4.       "For" separation of the Chairman and CEO positions.

5.       "Against" proposals that require a company to appoint a Chairman who is
         an independent director.

Rationale: Board independence is a cornerstone of effective governance and
accountability. A board that is sufficiently independent from management assures
that shareholders' interests are adequately represented. However, the Chairman
of the board must have sufficient involvement in and experience with the
operations of the company to perform the functions required of that position and
lead the company.

No director qualifies as 'independent' unless the board of directors
affirmatively determines that the director has no material relationship with the
listed company (either directly or as a partner, shareholder or officer of an
organization that has a relationship with the company).

Whether a director is in fact not "independent" will depend on the laws and
regulations of the primary market for the security and the exchanges, if any, on
which the security trades.

D.       Liability and Indemnification of Directors

AM policy is to vote "for" management proposals to limit directors' liability
and to broaden the indemnification of directors, unless broader indemnification
or limitations on directors' liability would effect shareholders' interests in
pending litigation.

Rationale: While shareholders want directors and officers to be responsible for
their actions, it is not in the best interests of the shareholders for them to
be to risk averse. If the risk of personal liability is too great, companies may
not be able to find capable directors willing to serve. We support expanding
coverage only for actions taken in good faith and not for serious violations of
fiduciary obligation or negligence.

E.       Qualifications of Directors

AM policy is to follow management's recommended vote on either management or
shareholder proposals that set retirement ages for directors or require specific
levels of stock ownership by directors.

Rationale: As a general rule, the board of directors, and not the shareholders,
is most qualified to establish qualification policies.

F.       Removal of Directors and Filling of Vacancies

AM policy is to vote "against" proposals that include provisions that directors
may be removed only for cause or proposals that include provisions that only
continuing directors may fill board vacancies.

Rationale: Differing state statutes permit removal of directors with or without
cause. Removal of directors for cause usually requires proof of self-dealing,
fraud or misappropriation of corporate assets, limiting shareholders' ability to
remove directors except under extreme circumstances. Removal without cause
requires no such showing.

Allowing only incumbent directors to fill vacancies can serve as an
anti-takeover device, precluding shareholders from filling the board until the
next regular election.

G.       Proposals to Fix the Size of the Board

AM policy is to vote:

1.       "For" proposals to fix the size of the board unless: (a) no specific
         reason for the proposed change is given; or (b) the proposal is part of
         a package of takeover defenses.

2.       "Against" proposals allowing management to fix the size of the board
         without shareholder approval.

Rationale: Absent danger of anti-takeover use, companies should be granted a
reasonable amount of flexibility in fixing the size of its board.

H.       Proposals to Restrict Chief Executive Officer's Service on Multiple
         Boards

AM policy is to vote "For" proposals to restrict a Chief Executive Officer from
serving on more than three outside boards of directors.

Rationale: Chief Executive Officer must have sufficient time to ensure that
shareholders' interests are represented adequately.

Note: A director's service on multiple closed-end fund boards within a fund
complex are treated as service on a single Board for the purpose of the proxy
voting guidelines.

I.       Proposals to Restrict Supervisory Board Members Service on Multiple
         Boards (For FFT Securities)

AM policy is to vote "for" proposals to restrict a Supervisory Board Member from
serving on more than five supervisory boards.

Rationale: We consider a strong, independent and knowledgeable supervisory board
as important counter-balance to executive management to ensure that the
interests of shareholders are fully reflected by the company.

Full information should be disclosed in the annual reports and accounts to allow
all shareholders to judge the success of the supervisory board controlling their
company.

Supervisory Board Member must have sufficient time to ensure that shareholders'
interests are represented adequately.

Note: A director's service on multiple closed-end fund boards within a fund
complex are treated as service on a single Board for the purpose of the proxy
voting guidelines.

J.       Proposals to Establish Audit Committees (For FFT and U.S. Securities)
         AM policy is to vote "for" proposals that require the establishment of
         audit committees.

Rationale: The audit committee should deal with accounting and risk management
related questions, verifies the independence of the auditor with due regard to
possible conflicts of interest. It also should determine the procedure of the
audit process.


II.      Capital Structure

A.       Authorization of Additional Shares (For U.S. Securities)

AM policy is to vote "for" proposals to increase the authorization of existing
classes of stock that do not exceed a 3:1 ratio of shares authorized to shares
outstanding for a large cap company, and do not exceed a 4:1 ratio of shares
authorized to shares outstanding for a small-midcap company (companies having a
market capitalization under one billion U.S. dollars.).

Rationale: While companies need an adequate number of shares in order to carry
on business, increases requested for general financial flexibility must be
limited to protect shareholders from their potential use as an anti-takeover
device. Requested increases for specifically designated, reasonable business
purposes (stock split, merger, etc.) will be considered in light of those
purposes and the number of shares required.

B.       Authorization of "Blank Check" Preferred Stock (For U.S. Securities)

AM policy is to vote:

1.   "Against" proposals to create blank check preferred stock or to increase
     the number of authorized shares of blank check preferred stock unless the
     company expressly states that the stock will not be used for anti-takeover
     purposes and will not be issued without shareholder approval.

2.   "For" proposals mandating shareholder approval of blank check stock
     placement.

Rationale: Shareholders should be permitted to monitor the issuance of classes
of preferred stock in which the board of directors is given unfettered
discretion to set voting, dividend, conversion and other rights for the shares
issued.

C.       Stock Splits/Reverse Stock Splits

AM policy is to vote "for" stock splits if a legitimate business purpose is set
forth and the split is in the shareholders' best interests. A vote is cast "for"
a reverse stock split only if the number of shares authorized is reduced in the
same proportion as the reverse split or if the effective increase in authorized
shares (relative to outstanding shares) complies with the proxy guidelines for
common stock increases (see, Section II.A, above.)

Rationale: Generally, stock splits do not detrimentally effect shareholders.
Reverse stock splits, however, may have the same result as an increase in
authorized shares and should be analyzed accordingly.

D.       Dual Class/Supervoting Stock

AM policy is to vote "against" proposals to create or authorize additional
shares of super-voting stock or stock with unequal voting rights.

Rationale: The "one share, one vote" principal ensures that no shareholder
maintains a voting interest exceeding their equity interest in the company.

E.       Large Block Issuance (For U.S. Securities)

AM policy is to address large block issuances of stock on a case-by-case basis,
incorporating the recommendation of an independent third party proxy research
firm (currently ISS) subject to review by the GPVSC as set forth in AM's Proxy
Policies and Procedures.

Additionally, AM supports proposals requiring shareholder approval of large
block issuances.

Rationale: Stock issuances must be reviewed in light of the business
circumstances leading to the request and the potential impact on shareholder
value.

F.       Recapitalization into a Single Class of Stock

AM policy is to vote "for" recapitalization plans to provide for a single class
of common stock, provided the terms are fair, with no class of stock being
unduly disadvantaged.

Rationale: Consolidation of multiple classes of stock is a business decision
that may be left to the board and/management if there is no adverse effect on
shareholders.

G.       Share Repurchases

AM policy is to vote "for" share repurchase plans provided all shareholders are
able to participate on equal terms.

Rationale: Buybacks are generally considered beneficial to shareholders because
they tend to increase returns to the remaining shareholders.

H.       Reductions in Par Value

AM policy is to vote "for" proposals to reduce par value, provided a legitimate
business purpose is stated (e.g., the reduction of corporate tax
responsibility.)

Rationale: Usually, adjustments to par value are a routine financial decision
with no substantial impact on shareholders.


III.     Corporate Governance Issues

A.       Confidential Voting

AM policy is to vote "for" proposals to provide for confidential voting and
independent tabulation of voting results and to vote "against" proposals to
repeal such provisions.

Rationale: Confidential voting protects the privacy rights of all shareholders.
This is particularly important for employee-shareholders or shareholders with
business or other affiliations with the company, who may be vulnerable to
coercion or retaliation when opposing management. Confidential voting does not
interfere with the ability of corporations to communicate with all shareholders,
nor does it prohibit shareholders from making their views known directly to
management.

B.       Cumulative Voting (For U.S. Securities)

AM policy is to vote "against" shareholder proposals requesting cumulative
voting and "for" management proposals to eliminate it. The protections afforded
shareholders by cumulative voting are not necessary when a company has a history
of good performance and does not have a concentrated ownership interest.
Accordingly, a vote is cast "against" cumulative voting and "for" proposals to
eliminate it if:

a)       The company has a five year return on investment greater than the
         relevant industry index,

b)       All directors and executive officers as a group beneficially own less
         than 10% of the outstanding stock, and

c)       No shareholder (or voting block) beneficially owns 15% or more of the
         company.

Thus, failure of any one of the three criteria results in a vote for cumulative
voting in accordance with the general policy.

Rationale: Cumulative voting is a tool that should be used to ensure that
holders of a significant number of shares may have board representation;
however, the presence of other safeguards may make their use unnecessary.

C.       Supermajority Voting Requirements

AM policy is to vote "against" management proposals to require a supermajority
vote to amend the charter or bylaws and to vote "for" shareholder proposals to
modify or rescind existing supermajority requirements.

*Exception made when company holds a controlling position and seeks to lower
threshold to maintain control and/or make changes to corporate by-laws.

Rationale: Supermajority voting provisions violate the democratic principle that
a simple majority should carry the vote. Setting supermajority requirements may
make it difficult or impossible for shareholders to remove egregious by-law or
charter provisions. Occasionally, a company with a significant insider held
position might attempt to lower a supermajority threshold to make it easier for
management to approve provisions that may be detrimental to shareholders. In
that case, it may not be in the shareholders interests to lower the
supermajority provision.

D.       Shareholder Right to Vote

AM policy is to vote "against" proposals that restrict the right of shareholders
to call special meetings, amend the bylaws, or act by written consent. Policy is
to vote "for" proposals that remove such restrictions.

Rationale: Any reasonable means whereby shareholders can make their views known
to management or effect the governance process should be supported.


IV.      Compensation

Annual Incentive Plans or Bonus Plans are often submitted to shareholders for
approval. These plans typically award cash to executives based on company
performance. Deutsche Bank believes that the responsibility for executive
compensation decisions rest with the board of directors and/or the compensation
committee, and its policy is not to second-guess the board's award of cash
compensation amounts to executives unless a particular award or series of awards
is deemed excessive. If stock options are awarded as part of these bonus or
incentive plans, the provisions must meet Deutsche Bank's criteria regarding
stock option plans, or similar stock-based incentive compensation schemes, as
set forth below.

A.       Establishment of a Remuneration Committee (For FFT Securities)

AM policy is to vote "for" proposals that require the establishment of a
remuneration committee.

Rationale: Corporations should disclose in each annual report or proxy statement
their policies on remuneration. Essential details regarding executive
remuneration including share options, long-term incentive plans and bonuses,
should be disclosed in the annual report, so that investors can judge whether
corporate pay policies and practices meet the standard.

The remuneration committee shall not comprise any board members and should be
sensitive to the wider scene on executive pay. It should ensure that
performance-based elements of executive pay are designed to align the interests
of shareholders.

B.       Executive and Director Stock Option Plans

AM policy is to vote "for" stock option plans that meet the following criteria:

(1)      The resulting dilution of existing shares is less than (a) 15 percent
         of outstanding shares for large capital corporations or (b) 20 percent
         of outstanding shares for small-mid capital companies (companies having
         a market capitalization under one billion U.S. dollars.)

(2)      The transfer of equity resulting from granting options at less than FMV
         is no greater than 3% of the over-all market capitalization of large
         capital corporations, or 5% of market cap for small-mid capital
         companies.

(3)      The plan does not contain express repricing provisions and, in the
         absence of an express statement that options will not be repriced; the
         company does not have a history of repricing options.

(4)      The plan does not grant options on super-voting stock.

AM will support performance-based option proposals as long as a) they do not
mandate that all options granted by the company must be performance based, and
b) only certain high-level executives are subject to receive the performance
based options.

AM will support proposals to eliminate the payment of outside director pensions.

Rationale: Determining the cost to the company and to shareholders of
stock-based incentive plans raises significant issues not encountered with
cash-based compensation plans. These include the potential dilution of existing
shareholders' voting power, the transfer of equity out of the company resulting
from the grant and execution of options at less than FMV and the authority to
reprice or replace underwater options. Our stock option plan analysis model
seeks to allow reasonable levels of flexibility for a company yet still protect
shareholders from the negative impact of excessive stock compensation.
Acknowledging that small mid-capital corporations often rely more heavily on
stock option plans as their main source of executive compensation and may not be
able to compete with their large capital competitors with cash compensation, we
provide slightly more flexibility for those companies.

C.       Employee Stock Option/Purchase Plans

AM policy is to vote for employee stock purchase plans (ESPP's) when the plan
complies with Internal Revenue Code 423, allowing non-management employees to
purchase stock at 85% of FMV.

AM policy is to vote "for" employee stock option plans (ESOPs) provided they
meet the standards for stock option plans in general. However, when computing
dilution and transfer of equity, ESOPs are considered independently from
executive and director option plans.

Rationale: ESOPs and ESPP's encourage rank-and-file employees to acquire an
ownership stake in the companies they work for and have been shown to promote
employee loyalty and improve productivity.

D.       Golden Parachutes

AM policy is to vote "for" proposals to require shareholder approval of golden
parachutes and for proposals that would limit golden parachutes to no more than
three times base compensation. Policy is to vote "against" more restrictive
shareholder proposals to limit golden parachutes.

Rationale: In setting a reasonable limitation, AM considers that an effective
parachute should be less attractive than continued employment and that the IRS
has opined that amounts greater than three times annual salary, are excessive.

E.       Proposals to Limit Benefits or Executive Compensation

AM policy is to vote "against"

1.   Proposals to limit benefits, pensions or compensation and

2.   Proposals that request or require disclosure of executive compensation
     greater than the disclosure required by Securities and Exchange Commission
     (SEC) regulations.

Rationale: Levels of compensation and benefits are generally considered to be
day-to-day operations of the company, and are best left unrestricted by
arbitrary limitations proposed by shareholders.

F.       Option Expensing

AM policy is to support proposals requesting companies to expense stock options.

Rationale: Although companies can choose to expense options voluntarily, the
Financial Accounting Standards Board (FASB) does not yet require it, instead
allowing companies to disclose the theoretical value of options as a footnote.
Because the expensing of stock options lowers earnings, most companies elect not
to do so. Given the fact that options have become an integral component of
compensation and their exercise results in a transfer of shareholder value, AM
agrees that their value should not be ignored and treated as "no cost"
compensation. The expensing of stock options would promote more modest and
appropriate use of stock options in executive compensation plans and present a
more accurate picture of company operational earnings.

G.        Management board election and motion (For FFT Securities)

AM policy is to vote "against":

o        the election of board members with positions on either remuneration or
         audit committees;

o        the election of supervisory board members with too many supervisory
         board mandates;

o        "automatic" election of former board members into the supervisory
         board.

Rationale: Management as an entity, and each of its members, are responsible for
all actions of the company, and are - subject to applicable laws and regulations
- accountable to the shareholders as a whole for their actions.

Sufficient information should be disclosed in the annual company report and
account to allow shareholders to judge the success of the company.

H.       Remuneration (variable pay): (For FFT Securities)

Executive remuneration for Management Board

AM policy is to vote "for" remuneration for Management Board that is transparent
and linked to results.

Rationale: Executive compensation should motivate management and align the
interests of management with the shareholders. The focus should be on criteria
that prevent excessive remuneration; but enable the company to hire and retain
first-class professionals.

Shareholder interests are normally best served when management is remunerated to
optimise long-term returns. Criteria should include suitable measurements like
return on capital employed or economic value added.

Interests should generally also be correctly aligned when management own shares
in the company - even more so if these shares represent a substantial portion of
their own wealth.

Its disclosure shall differentiate between fixed pay, variable (performance
related) pay and long-term incentives, including stock option plans with
valuation ranges as well as pension and any other significant arrangements.

Executive remuneration for Supervisory Board

AM policy is to vote "for" remuneration for Supervisory Board that is at least
50% in fixed form.

Rationale: It would normally be preferable if performance linked compensation
were not based on dividend payments, but linked to suitable result based
parameters. Consulting and procurement services should also be published in the
company report.

I.       Long-term incentive plans (For FFT Securities)

AM policy is to vote "for" long-term incentive plans for members of a management
board that reward for above average company performance.

Rationale: Incentive plans will normally be supported if they:

o        directly align the interests of members of management boards with those
         of shareholders;

o        establish challenging performance criteria to reward only above average
         performance;

o        measure performance by total shareholder return in relation to the
         market or a range of comparable companies;

o        are long-term in nature and encourage long-term ownership of the shares
         once exercised through minimum holding periods;

o        do not allow a repricing of the exercise price in stock option plans.

J.       Shareholder Proposals Concerning "Pay for Superior Performance"

AM policy is to address pay for superior performance proposals on a case-by-case
basis, incorporating the recommendation of an independent third party proxy
research firm (currently ISS) subject to review by the GPVSC as set forth in
AM's Proxy Policies and Procedures.

Rationale: While AM agrees that compensation issues are better left to the
discretion of management, they appreciate the need to monitor for excessive
compensation practices on a case by case basis. If, after a review of the ISS
metrics, AM is comfortable with ISS's applying this calculation and will vote
according to their recommendation.

K.       Executive Compensation Advisory

AM policy is to follow management's recommended vote on shareholder proposals to
propose an advisory resolution seeking to ratify the compensation of the
company's named executive officers (NEOs) on an annual basis.

Rationale: AM believes that controls exist within senior management and
corporate compensation committees, ensuring fair compensation to executives.
This might allow shareholders to require approval for all levels of management's
compensation.

V.       Anti-Takeover Related Issues

A.       Shareholder Rights Plans ("Poison Pills")

AM policy is to vote "for" proposals to require shareholder ratification of
poison pills or that request boards to redeem poison pills, and to vote
"against" the adoption of poison pills if they are submitted for shareholder
ratification.

Rationale: Poison pills are the most prevalent form of corporate takeover
defenses and can be (and usually are) adopted without shareholder review or
consent. The potential cost of poison pills to shareholders during an attempted
takeover outweighs the benefits.

B.       Reincorporation

AM policy is to examine reincorporation proposals on a case-by-case basis. The
voting decision is based on: (1) differences in state law between the existing
state of incorporation and the proposed state of incorporation; and (2)
differences between the existing and the proposed charter/bylaws/articles of
incorporation and their effect on shareholder rights. If changes resulting from
the proposed reincorporation violate the corporate governance principles set
forth in these guidelines, the reincorporation will be deemed contrary to
shareholder's interests and a vote cast "against."

Rationale: Reincorporations can be properly analyzed only by looking at the
advantages and disadvantages to their shareholders. Care must be taken that
anti-takeover protection is not the sole or primary result of a proposed change.

C.       Fair-Price Proposals

AM policy is to vote "for" management fair-price proposals, provided that: (1)
the proposal applies only to two-tier offers; (2) the proposal sets an objective
fair-price test based on the highest price that the acquirer has paid for a
company's shares; (3) the supermajority requirement for bids that fail the
fair-price test is no higher than two-thirds of the outstanding shares; (4) the
proposal contains no other anti-takeover provisions or provisions that restrict
shareholders rights.

A vote is cast for shareholder proposals that would modify or repeal existing
fair-price requirements that do not meet these standards.

Rationale: While fair price provisions may be used as anti-takeover devices, if
adequate provisions are included, they provide some protection to shareholders
who have some say in their application and the ability to reject those
protections if desired.

D.       Exemption from state takeover laws

AM policy is to vote "for" shareholder proposals to opt out of state takeover
laws and to vote "against" management proposals requesting to opt out of state
takeover laws.

Rationale: Control share statutes, enacted at the state level, may harm
long-term share value by entrenching management. They also unfairly deny certain
shares their inherent voting rights.

E.       Non-financial Effects of Takeover Bids

Policy is to vote "against" shareholder proposals to require consideration of
non-financial effects of merger or acquisition proposals.

Rationale: Non-financial effects may often be subjective and are secondary to
AM's stated purpose of acting in its client's best economic interest.


VI.      Mergers & Acquisitions

Evaluation of mergers, acquisitions and other special corporate transactions
(i.e., takeovers, spin-offs, sales of assets, reorganizations, restructurings
and recapitalizations) are performed on a case-by-case basis incorporating
information from an independent proxy research source (currently ISS.)
Additional resources including portfolio management and research analysts may be
considered as set forth in AM's Policies and Procedures.


VII.     Social, Environmental & Political Issues

Social and environmental issues are becoming increasingly important to corporate
success. We incorporate social and environmental considerations into both our
investment decisions and our proxy voting decisions - particularly if the
financial performance of the company could be impacted.

With increasing frequency, shareholder proposals are submitted relating to
social and political responsibility issues. Almost universally, the company
management will recommend a vote "against" these proposals. These types of
proposals cover an extremely wide range of issues. Many of the issues tend to be
controversial and are subject to more than one reasonable, yet opposing, theory
of support. More so than with other types of proxy proposals, social and
political responsibility issues may not have a connection to the economic and
corporate governance principles effecting shareholders' interests. AM's policy
regarding social and political responsibility issues, as with any other issue,
is designed to protect our client shareholders' economic interests.

Occasionally, a distinction is made between a shareholder proposal requesting
direct action on behalf of the board and a request for a report on (or
disclosure of) some information. In order to avoid unduly burdening any company
with reporting requirements, AM's policy is to vote against shareholder
proposals that demand additional disclosure or reporting than is required by the
Securities and Exchange Commission unless it appears there is a legitimate issue
and the company has not adequately addressed shareholders' concerns.

A.       Labor & Human Rights

AM policy is to vote "against" adopting global codes of conduct or workplace
standards exceeding those mandated by law.

Rationale: Additional requirements beyond those mandated by law are deemed
unnecessary and potentially burdensome to companies

B.       Diversity & Equality

1.       AM policy is to vote "against" shareholder proposals to force equal
         employment opportunity, affirmative action or board diversity.

Rationale: Compliance with State and Federal legislation along with information
made available through filings with the EEOC provides sufficient assurance that
companies act responsibly and make information public.

2.       AM policy is also to vote "against" proposals to adopt the Mac Bride
         Principles. The Mac Bride Principles promote fair employment,
         specifically regarding religious discrimination.

Rationale: Compliance with the Fair Employment Act of 1989 makes adoption of the
Mac Bride Principles redundant. Their adoption could potentially lead to charges
of reverse discrimination.

C.       Health & Safety

1.       AM policy is to vote "against" adopting a pharmaceutical price
         restraint policy or reporting pricing policy changes.

Rationale: Pricing is an integral part of business for pharmaceutical companies
and should not be dictated by shareholders (particularly pursuant to an
arbitrary formula.) Disclosing pricing policies may also jeopardize a company's
competitive position in the marketplace.

2.       AM policy is to vote "against" shareholder proposals to control the use
         or labeling of and reporting on genetically engineered products.

Rationale: Additional requirements beyond those mandated by law are deemed
unnecessary and potentially burdensome to companies.

D.       Government/Military

1.       AM policy is to vote against shareholder proposals regarding the
         production or sale of military arms or nuclear or space-based weapons,
         including proposals seeking to dictate a company's interaction with a
         particular foreign country or agency.

Rationale: Generally, management is in a better position to determine what
products or industries a company can and should participate in. Regulation of
the production or distribution of military supplies is, or should be, a matter
of government policy.

2.       AM policy is to vote "against" shareholder proposals regarding
         political contributions and donations.

Rationale: The Board of Directors and Management, not shareholders, should
evaluate and determine the recipients of any contributions made by the company.

3.       AM policy is to vote "against" shareholder proposals regarding
         charitable contributions and donations.

Rationale: The Board of Directors and Management, not shareholders, should
evaluate and determine the recipients of any contributions made by the company.

E.       Tobacco

1.       AM policy is to vote "against" shareholder proposals requesting
         additional standards or reporting requirements for tobacco companies as
         well as "against" requesting companies to report on the intentional
         manipulation of nicotine content.

Rationale: Where a tobacco company's actions meet the requirements of legal and
industry standards, imposing additional burdens may detrimentally effect a
company's ability to compete. The disclosure of nicotine content information
could affect the company's rights in any pending or future litigation.

2.       Shareholder requests to spin-off or restructure tobacco businesses will
         be opposed.

Rationale: These decisions are more appropriately left to the Board and
management, and not to shareholder mandate.


VIII.    Environmental Issues

AM policy is to follow management's recommended vote on CERES Principles or
other similar environmental mandates (e.g., those relating to Greenhouse gas
emissions or the use of nuclear power).

Rationale: Environmental issues are extensively regulated by outside agencies
and compliance with additional requirements often involves significant cost to
companies.


IX.      Miscellaneous Items

A.       Ratification of Auditors

AM policy is to vote "for" a) the management recommended selection of auditors
and b) proposals to require shareholder approval of auditors.

Rationale: Absent evidence that auditors have not performed their duties
adequately, support for management's nomination is warranted.

B.       Limitation of non-audit services provided by independent auditor

AM policy is to support proposals limiting non-audit fees to 50% of the
aggregate annual fees earned by the firm retained as a company's independent
auditor.

Rationale: In the wake of financial reporting problems and alleged audit
failures at a number of companies, AM supports the general principle that
companies should retain separate firms for audit and consulting services to
avoid potential conflicts of interest. However, given the protections afforded
by the recently enacted Sarbanes-Oxley Act of 2002 (which requires Audit
Committee pre-approval for non-audit services and prohibits auditors from
providing specific types of services), and the fact that some non-audit services
are legitimate audit-related services, complete separation of audit and
consulting fees may not be warranted. A reasonable limitation is appropriate to
help ensure auditor independence and it is reasonable to expect that audit fees
exceed non-audit fees.

C.       Audit firm rotation

AM policy is to support proposals seeking audit firm rotation unless the
rotation period sought is less than five years.

Rationale: While the Sarbanes-Oxley Act mandates that the lead audit partner be
switched every five years, AM believes that rotation of the actual audit firm
would provide an even stronger system of checks and balances on the audit
function.

D.       Transaction of Other Business

AM policy is to vote against "transaction of other business" proposals.

Rationale: This is a routine item to allow shareholders to raise other issues
and discuss them at the meeting. As the nature of these issues may not be
disclosed prior to the meeting, we recommend a vote against these proposals.
This protects shareholders voting by proxy (and not physically present at a
meeting) from having action taken at the meeting that they did not receive
proper notification of or sufficient opportunity to consider.

E.       Motions to Adjourn the Meeting

AM Policy is to vote against proposals to adjourn the meeting.

Rationale: Management may seek authority to adjourn the meeting if a favorable
outcome is not secured. Shareholders should already have had enough information
to make a decision. Once votes have been cast, there is no justification for
management to continue spending time and money to press shareholders for
support.

F.       Bundled Proposals

AM policy is to vote against bundled proposals if any bundled issue would
require a vote against it if proposed individually.

Rationale: Shareholders should not be forced to "take the good with the bad" in
cases where the proposals could reasonably have been submitted separately.

G.       Change of Company Name

AM policy is to support management on proposals to change the company name.

Rationale: This is generally considered a business decision for a company.

H.       Proposals Related to the Annual Meeting

AM Policy is to vote in favor of management for proposals related to the conduct
of the annual meeting (meeting time, place, etc.)

Rationale: These are considered routine administrative proposals.

I.       Reimbursement of Expenses Incurred from Candidate Nomination

AM policy is to follow management's recommended vote on shareholder proposals
related to the amending of company bylaws to provide for the reimbursement of
reasonable expenses incurred in connection with nominating one or more
candidates in a contested election of directors to the corporation's board of
directors.

Rationale: Corporations should not be liable for costs associated with
shareholder proposals for directors.

J.       Investment Company Proxies

Proxies solicited by investment companies are voted in accordance with the
recommendations of an independent third party, currently ISS. However, regarding
investment companies for which AM or an affiliate serves as investment adviser
or principal underwriter, such proxies are voted in the same proportion as the
vote of all other shareholders. Proxies solicited by master funds from feeder
funds will be voted in accordance with applicable provisions of Section 12 of
the Investment Company Act of 1940.

Investment companies, particularly closed-end investment companies, are
different from traditional operating companies. These differences may call for
differences in voting positions on the same matter. For example, AM could vote
"for" staggered boards of closed-end investment companies, although AM generally
votes "against" staggered boards for operating companies. Further, the manner in
which AM votes investment company proxies may differ from proposals for which a
AM-advised investment company solicits proxies from its shareholders. As
reflected in the Guidelines, proxies solicited by closed-end (and open-end)
investment companies are voted in accordance with the pre-determined guidelines
of an independent third-party.

Subject to participation agreements with certain Exchange Traded Funds ("ETF")
issuers that have received exemptive orders from the U.S. Securities and
Exchange Commission allowing investing DWS funds to exceed the limits set forth
in Section 12(d)(1)(A) and (B) of the Investment Company Act of 1940, DeAM will
echo vote proxies for ETFs in which Deutsche Bank holds more than 25% of
outstanding voting shares globally when required to do so by participation
agreements and SEC orders.

Note: With respect to the QP Trust (not registered under the Investment Company
Act of 1940), the Fund is not required to engage in echo voting and the
investment adviser will use these Guidelines, and may determine, with respect to
the QP Trust, to vote contrary to the positions in the Guidelines, consistent
with the Fund's best interest.


K.       International Proxy Voting

The above guidelines pertain to issuers organized in the United States, Canada
and Germany. Proxies solicited by other issuers are voted in accordance with
international guidelines or the recommendation of ISS and in accordance with
applicable law and regulation.







                      APPENDIX B -- RATINGS OF INVESTMENTS

                            COMMERCIAL PAPER RATINGS

A-1, A-2, Prime-1, Prime-2 and F1, F2

The ratings A-1 and A-2 are the two highest commercial paper ratings assigned by
Standard & Poor's. A short-term obligation rated 'A-1' is rated in the highest
category by Standard & Poor's. The obligor's 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 short-term obligation rated 'A-2' is 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.

The ratings Prime-1 and Prime-2 are the two highest commercial paper ratings
assigned by Moody's Investors Service, Inc. Among the factors considered by them
in assigning ratings are the following: (1) evaluation of the management of the
issuer; (2) economic evaluation of the issuer's industry or industries and an
appraisal of speculative-type risks which may be inherent in certain areas; (3)
evaluation of the issuer's products in relation to competition and customer
acceptance; (4) liquidity; (5) amount and quality of long-term debt; (6) trend
of earnings over a period of ten years; (7) financial strength of a parent
company and the relationships which exist with the issuer; and (8) recognition
by the management of obligations which may be present or may arise as a result
of public interest questions and preparations to meet such obligations. Relative
strength or weakness of the above factors determines whether the issuer's
commercial paper is rated Prime-1 or Prime-2..

The ratings F1 and F2 are the two highest commercial paper ratings assigned by
Fitch Ratings. F1 reflects highest credit quality. F1 indicates the strongest
capacity for timely payment of financial commitments; and may have an added "+"
to denote any exceptionally strong credit feature. F2 reflects good credit
quality. F2 has a satisfactory capacity for timely payment of financial
commitments, but the margin of safety is not as great as in the case of higher
ratings.

MIG-1 and MIG-2 Municipal Notes

Moody's Investors Service, Inc.'s ratings for state and municipal notes and
other short-term loans will be designated Moody's Investment Grade (MIG). This
distinction is in recognition of the differences between short-term credit risk
and long-term risk. Factors affecting the liquidity of the borrower are
uppermost in importance in short-term borrowing, while various factors of the
first importance in bond risk are of lesser importance in the short run. Loans
designated MIG-1 are of 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. Loans designated
MIG-2 are of high quality, with margins of protection ample although not so
large as in the preceding group.

STANDARD & POOR'S BOND RATINGS

AAA. This is the highest rating assigned to a debt obligation and indicates an
extremely strong capacity to pay principal and interest.

AA. Bonds rated AA also qualify as high-quality debt obligations. Capacity to
pay principal and interest is very strong, and in the majority of instances they
differ from AAA issues only in small degree.

MOODY'S INVESTORS SERVICE, INC. BOND RATINGS

Aaa. Bonds which are 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.



<PAGE>












                              INVESTORS CASH TRUST

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                               CASH ACCOUNT TRUST

                             Money Market Portfolio

                    Government & Agency Securities Portfolio

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                       STATEMENT OF ADDITIONAL INFORMATION

                                 August 1, 2009

This combined Statement of Additional Information ("SAI") is not a prospectus
and should be read in conjunction with the combined prospectus for the Premier
Money Market Shares of the Portfolios (as defined herein) noted above, dated
August 1, 2009, as amended from time to time, a copy of which may be obtained
without charge by calling (800) 231-8568, through the DWS Investments Web site
at www.dws-investments.com or from the firm from which this SAI was obtained and
are available along with other materials on the Securities and Exchange
Commission's Internet Web site (http://www.sec.gov).

Portions of the Annual Report to Shareholders of each Portfolio's Premier Money
Market Shares, dated April 30, 2009 (March 31, 2009 for Treasury Portfolio), are
incorporated by reference and are hereby deemed to be part of this SAI. A copy
of an Annual Report may be obtained free of charge by calling (800) 231-8568.

This SAI is incorporated by reference into the combined prospectus.

                                TABLE OF CONTENTS

                                                                           Page

INVESTMENT RESTRICTIONS.....................................................2

INVESTMENT POLICIES AND TECHNIQUES..........................................5
   Investment Techniques....................................................5
   Portfolio Holdings......................................................18

MANAGEMENT OF THE PORTFOLIOS...............................................19
   Investment Advisor......................................................19


PORTFOLIO SERVICE PROVIDERS................................................26
   Administrator...........................................................26
Distributor................................................................27
   Custodian...............................................................29
   Transfer Agent..........................................................29
   Legal Counsel...........................................................30
   Independent Registered Public Accounting Firm...........................31
  Fund Accounting Agent....................................................31

PORTFOLIO TRANSACTIONS.....................................................31

PURCHASE AND REDEMPTION OF SHARES..........................................34

DIVIDENDS..................................................................48

TAXES......................................................................49

NET ASSET VALUE............................................................50

BOARD MEMBERS AND OFFICERS.................................................52

TRUST ORGANIZATION.........................................................78

PROXY VOTING GUIDELINES....................................................82

FINANCIAL STATEMENTS.......................................................82

ADDITIONAL INFORMATION.....................................................82

APPENDIX A -- PROXY VOTING GUIDELINES.......................................83

APPENDIX B -- RATINGS OF INVESTMENTS.......................................108

This combined SAI contains information about Premier Money Market Shares of the
Money Market Portfolio, Government & Agency Securities Portfolio and Tax-Exempt
Portfolio (each a "Portfolio") offered by Cash Account Trust (a "Trust") and
Treasury Portfolio (a "Portfolio," collectively the "Portfolios") offered by
Investors Cash Trust (a "Trust," collectively the "Trusts").

                             INVESTMENT RESTRICTIONS

Each Portfolio has elected to be classified as a diversified series of an
open-end investment management company. A diversified Portfolio may not, with
respect to 75% of total assets, invest more than 5% of total assets in the
securities of a single issuer (other than US government securities or securities
of investment companies) or invest in more than 10% of the outstanding voting
securities of such issuer.

Money Market Portfolio only:

The Money Market Portfolio has adopted certain investment restrictions which,
together with the investment objectives and policies of Money Market Portfolio
(except for policies of Money Market Portfolio designated as nonfundamental),
may not be changed for the Portfolio without the approval of a majority of its
outstanding voting securities which, under the Investment Company Act of 1940,
as amended (the "1940 Act") and the rules thereunder and as used in this
combined SAI, means the lesser of (1) 67% or more of the voting securities of
the Portfolio present at such meeting, if holders of more than 50% of the
outstanding voting securities of the Portfolio are present or represented by
proxy, or (2) more than 50% of the outstanding voting securities of the
Portfolio.

The Money Market Portfolio is a diversified series of Cash Account Trust, an
open-end investment management company.

The Money Market Portfolio may not:

(1)       Purchase securities of any issuer (other than obligations of, or
          guaranteed by, the United States Government, its agencies or
          instrumentalities) if, as a result, more than 5% of the value of the
          Portfolio's assets would be invested in securities of that issuer.

(2)       Purchase more than 10% of any class of securities of any issuer. All
          debt securities and all preferred stocks are each considered as one
          class.

(3)       Make loans to others (except through the purchase of debt obligations
          or repurchase agreements in accordance with its investment objective
          and policies).

(4)       Borrow money except as a temporary measure for extraordinary or
          emergency purposes and then only in an amount up to one-third of the
          value of its total assets, in order to meet redemption requests
          without immediately selling any money market instruments (any such
          borrowings under this section will not be collateralized). If, for any
          reason, the current value of the Portfolio's total assets falls below
          an amount equal to three times the amount of its indebtedness from
          money borrowed, the Portfolio will, within three days (not including
          Sundays and holidays), reduce its indebtedness to the extent
          necessary. The Portfolio will not borrow for leverage purposes.

(5)       Make short sales of securities, or purchase any securities on margin
          except to obtain such short-term credits as may be necessary for the
          clearance of transactions.

(6)       Write, purchase or sell puts, calls or combinations thereof.

(7)       Purchase or retain the securities of any issuer if any of the officers
          or trustees of the Trust or its investment advisor owns beneficially
          more than 1/2 of 1% of the securities of such issuer and together own
          more than 5% of the securities of such issuer.

(8)       Invest for the purpose of exercising control or management of another
          issuer.

(9)       Invest in commodities or commodity futures contracts or in real estate
          (or real estate limited partnerships), although it may invest in
          securities which are secured by real estate and securities of issuers
          which invest or deal in real estate.

(10)      Invest in interests in oil, gas or other mineral exploration or
          development programs or leases, although it may invest in the
          securities of issuers which invest in or sponsor such programs.

(11)      Underwrite securities issued by others except to the extent the
          Portfolio may be deemed to be an underwriter, under the federal
          securities laws, in connection with the disposition of portfolio
          securities.

(12)     Issue senior securities as defined in the 1940 Act.

Additionally, the Money Market Portfolio may not:

(13)      Concentrate 25% or more of the value of the Portfolio's assets in any
          one industry; provided, however, that (a) the Portfolio reserves
          freedom of action to invest up to 100% of its assets in obligations
          of, or guaranteed by, the United States Government, its agencies or
          instrumentalities in accordance with its investment objective and
          policies and (b) the Portfolio will invest at least 25% of its assets
          in obligations issued by banks in accordance with its investment
          objective and policies. However, the Portfolio may, in the discretion
          of its investment advisor, invest less than 25% of its assets in
          obligations issued by banks whenever the Portfolio assumes a temporary
          defensive posture.

With regard to restriction #13, for purposes of determining the concentration of
the Portfolio's total assets, financial institutions include companies within
the financial services industry. The Advisor deems the financial services
industry to include the group of industries within the financial services
sector. The Advisor may analyze the characteristics of a particular issuer and
security and assign an industry or sector classification consistent with those
characteristics in the event that the third party classification provider used
by the Advisor does not assign a classification. In addition, asset backed
securities will be classified separately, based on standard classification used
by rating agencies. Currently, the following classifications are used:
securities arbitrage programs, multi-seller programs, single-dweller programs,
loan backed programs, hybrid programs and special investment vehicles.


Government & Agency Securities Portfolio, Tax-Exempt Portfolio and Treasury
Portfolio only:

The following fundamental policies may not be changed without the approval of a
majority of the outstanding voting securities of a Portfolio which, under 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 a Portfolio are present or
represented by proxy, or (2) more than 50% of the outstanding voting securities
of a Portfolio.

Except as otherwise indicated, a Portfolio's investment objective and policies
are not fundamental and may be changed without a vote of shareholders. There can
be no assurance that a Portfolio's objective will be met.

Government & Agency Securities Portfolio and Tax-Exempt Portfolio, each a series
of Cash Account Trust, an open-end investment management company, and Treasury
Portfolio, a series of Investors Cash Trust, an open-end investment management
company, have each elected to be treated as diversified, as that term is used in
the 1940 Act, and as interpreted or modified by regulatory authority having
jurisdiction from time to time.

As a matter of fundamental policy, a Portfolio may not:

(1)      Borrow money, except as permitted under the 1940 Act, as amended, 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, as
         amended, 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 a Portfolio may be 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 deal in real estate or mortgages or investments secured
         by real estate or interests therein, except that a Portfolio reserves
         freedom of action to hold and to sell real estate acquired as a result
         of a Portfolio's ownership of securities.

(5)      Purchase or sell commodities, except as permitted by the 1940 Act, as
         amended, and as interpreted or modified by regulatory authority having
         jurisdiction, from time to time.

(6)      Make loans except as permitted under the 1940 Act, as amended, and as
         interpreted or modified by regulatory authority having jurisdiction,
         from time to time; or


(7)      Concentrate its investments in a particular industry (excluding U.S.
         Government obligations for Tax-Exempt Portfolio), as that term is used
         in the 1940 Act, as amended, and as interpreted or modified by
         regulatory authority having jurisdiction, from time to time.


Tax-Exempt Portfolio, as a nonfundamental policy that may be changed without
shareholder vote, individually may not: purchase securities of other investment
companies, except in connection with a merger, consolidation, reorganization or
acquisition of assets. In addition, the Tax-Exempt Portfolio may invest more
than 25% of its total assets in industrial development bonds.

Money Market Portfolio and Government & Agency Securities Portfolio, as a
nonfundamental policy that may be changed without shareholder vote, individually
may not: (i) invest more than 10% of total assets in non-affiliated registered
investment companies.

The Treasury Portfolio, as a nonfundamental policy that may be changed without
shareholder vote, may not:

(i)      Borrow money in an amount greater than 5% of its total assets, except
         for temporary or emergency purposes.

(ii)     Lend portfolio securities in an amount greater than 5% of its total
         assets.

(iii)    Invest more than 10% of net assets in illiquid securities.

(iv)     Invest more than 10% of total assets in non-affiliated registered
         investment companies.

The Portfolios will not purchase illiquid securities, including time deposits
and repurchase agreements maturing in more than seven days if, as a result
thereof, more than 10% of a Portfolio's net assets valued at the time of the
transaction would be invested in such securities.

Any investment restrictions herein which involve a maximum percentage of
securities or assets shall not be considered to be violated unless an excess
over the percentage occurs immediately after and is caused by an acquisition or
encumbrance of securities or assets of, or borrowings by a Portfolio.

                       INVESTMENT POLICIES AND TECHNIQUES

Investment Techniques

Descriptions in this SAI of a particular investment practice or technique in
which a Portfolio may engage are meant to describe the spectrum of investments
that Deutsche Investment Management Americas Inc. ("DIMA" or the "Advisor") in
its discretion might, but is not required to, use in managing a Portfolio's
portfolio assets. The Advisor may in its discretion at any time employ such
practice, technique or instrument for one or more funds but not for all funds
advised by it. Furthermore, it is possible that certain types of financial
instruments or investment techniques described herein may not be available,
permissible, economically feasible or effective for their intended purposes in
all markets. Certain practices, techniques or instruments may not be principal
activities of a Portfolio, but, to the extent employed, could from time to time
have a material impact on a Portfolio's performance.

The Portfolios described in this SAI seek to provide maximum current income (and
for Tax-Exempt Portfolio, that is exempt from federal income taxes) consistent
with the stability of capital. Each Portfolio is managed to maintain a net asset
value of $1.00 per share.

Each Portfolio is a money market mutual fund designed to provide its
shareholders with professional management of short-term investment dollars. Each
Portfolio is designed for investors who seek maximum current income consistent
with stability of capital. Each Portfolio pools individual and institutional
investors' money that it uses to buy high quality money market instruments. Each
Trust is a series investment company that is able to provide investors with a
choice of separate investment portfolios. Cash Account Trust currently offers
three investment portfolios: the Money Market Portfolio, the Government & Agency
Securities Portfolio and the Tax-Exempt Portfolio. Investors Cash Trust
currently offers one investment portfolio: the Treasury Portfolio. A Portfolio's
investments are subject to price fluctuations resulting from rising or declining
interest rates and are subject to the ability of the issuers of such investments
to make payment at maturity. Each Portfolio is designed for investors who want
to avoid the fluctuations of principal commonly associated with equity or
long-term bond investments. There can be no guarantee that a Portfolio will
achieve its investment objective or that it will maintain a net asset value of
$1.00 per share.

Money Market Portfolio. The Portfolio seeks maximum current income consistent
with stability of capital. The Portfolio pursues its investment objective by
normally investing primarily in the following types of US Dollar-denominated
money market instruments that mature in 12 months or less:

1.       Obligations of, or guaranteed by, the US or Canadian governments, their
         agencies or instrumentalities.

2.       Bank certificates of deposit, time deposits or bankers' acceptances of
         US banks (including their foreign branches) and Canadian chartered
         banks having total assets in excess of $1 billion. 3. Bank certificates
         of deposit, time deposits or bankers' acceptances of foreign banks
         (including their US and foreign branches) having total assets in excess
         of $10 billion.
4.       Commercial paper, notes, bonds, debentures, participation certificates
         or other debt obligations that (i) are rated high quality by Moody's
         Investors Service, Inc. ("Moody's"), Standard & Poor's Corporation
         ("S&P"), or Fitch Investors Services, Inc. ("Fitch") or (ii) if
         unrated, are determined to be at least equal in quality to one or more
         of the above ratings in the discretion of DIMA.
5.       Repurchase agreements of obligations that are suitable for investment
         under the categories set forth above. Repurchase agreements are
         discussed below.

In addition, the Portfolio limits its investments to securities that meet the
quality and diversification requirements of Rule 2a-7 under the 1940 Act.

The Portfolio will normally invest at least 25% of its total assets in
obligations issued by banks; provided, however, the Portfolio may in the
discretion of the Portfolio's Advisor temporarily invest less than 25% of its
assets in such obligations whenever the Portfolio assumes a defensive posture.
Investments by the Portfolio in Eurodollar certificates of deposit issued by
London branches of US banks, or obligations issued by foreign entities,
including US branches of foreign banks, involve risks that are different from
investments in securities of domestic branches of US banks. These risks may
include future unfavorable political and economic developments, possible
withholding taxes on interest payments, seizure of foreign deposits, currency
controls, interest limitations or other governmental restrictions that might
affect payment of principal or interest. The market for such obligations may be
less liquid and, at times, more volatile than for securities of domestic
branches of US banks. Additionally, there may be less public information
available about foreign banks and their branches. The profitability of the
banking industry is dependent largely upon the availability and cost of funds
for the purpose of financing lending operations under prevailing money market
conditions. General economic conditions as well as exposure to credit losses
arising from possible financial difficulties of borrowers play an important part
in banking operations. As a result of federal and state laws and regulations,
domestic banks are, among other things, required to maintain specified levels of
reserves, limited in the amounts they can loan to a single borrower and subject
to other regulations designed to promote financial soundness. However, not all
such laws and regulations apply to the foreign branches of domestic banks.
Foreign branches of foreign banks are not regulated by US banking authorities,
and generally are not bound by accounting, auditing and financial reporting
standards comparable to US banks. Bank obligations held by the Portfolio do not
benefit materially from insurance from the Federal Deposit Insurance
Corporation.

The Portfolio may invest in high quality participation certificates
("Certificates") representing undivided interests in trusts that hold a
portfolio of receivables from consumer and commercial credit transactions, such
as transactions involving consumer revolving credit card accounts or commercial
revolving credit loan facilities. The receivables would include amounts charged
for goods and services, finance charges, late charges and other related fees and
charges. Interest payable on the Certificates may be fixed or may be adjusted
periodically or "float" continuously according to a formula based upon an
objective standard such as the 30-day commercial paper rate. A trust may have
the benefit of a letter of credit from a bank at a level established to satisfy
rating agencies as to the credit quality of the assets supporting the payment of
principal and interest on the Certificates. Payments of principal and interest
on the Certificates would be dependent upon the underlying receivables in the
trust and may be guaranteed under a letter of credit to the extent of such
credit. The quality rating by a rating service of an issue of Certificates is
based primarily upon the value of the receivables held by the trust and the
credit rating of the issuer of any letter of credit and of any other guarantor
providing credit support to the trust. The Advisor considers these factors as
well as others, such as any quality ratings issued by the rating services
identified above, in reviewing the credit risk presented by a Certificate and in
determining whether the Certificate is appropriate for investment by the
Portfolio. Collection of receivables in the trust may be affected by various
social, legal and economic factors affecting the use of credit and repayment
patterns, such as changes in consumer protection laws, the rate of inflation,
unemployment levels and relative interest rates. It is anticipated that for most
publicly offered Certificates there will be a liquid secondary market or there
may be demand features enabling the Portfolio to readily sell its Certificates
prior to maturity to the issuer or a third party. While the Portfolio may invest
without limit in Certificates, it is currently anticipated that such investments
will not exceed 25% of the Portfolio's assets.

Government & Agency Securities Portfolio. The Portfolio seeks to provide maximum
current income consistent with stability of capital. The Portfolio pursues its
objective by investing, under normal circumstances, in US Treasury bills, notes,
bonds and other obligations issued or guaranteed by the US government, its
agencies or instrumentalities and repurchase agreements backed by these
securities. The Portfolio currently intends to purchase securities whose
remaining maturities are no longer than 397 calendar days (approximately 13
months). Some securities issued by US Government agencies or instrumentalities
are supported only by the credit of the agency or instrumentality, such as those
issued by the Federal Home Loan Bank, and others are backed by the full faith
and credit of the US Government. Short-term US Government obligations generally
are considered to be the safest short-term investment. The US Government
guarantee of the securities owned by the Portfolio, however, does not guarantee
the net asset value of its shares, which the Portfolio seeks to maintain at
$1.00 per share. Also, with respect to securities supported only by the credit
of the issuing 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. Interest paid on
Treasuries is usually exempt from state and local income taxes, and for most
Portfolio shareholders the bulk of Portfolio distributions will be exempt from
these taxes as well (although not from federal income tax). The Portfolio may
invest up to 10% of its total assets in other money market mutual funds in
accordance with applicable regulations. The other money market funds in which
the Portfolio may invest will be non-affiliated funds; will be rated in the
highest category by a nationally recognized statistical rating organization;
will be determined by DIMA to have investment objectives and policies comparable
to those of the Portfolio; and will pursue their investment objectives through
investments in securities that are substantially similar to the securities in
which the Portfolio may invest. The shares of any such money market fund in
which the Portfolio may invest would not be guaranteed by the US government, its
agencies or instrumentalities.

Tax-Exempt Portfolio. Tax-Exempt Portfolio seeks to provide maximum current
income that is exempt from federal income taxes to the extent consistent with
stability of capital. The Portfolio pursues its investment objective primarily
through a professionally managed, diversified portfolio of short-term high
quality tax-exempt municipal obligations. Under normal circumstances, at least
80% of the Portfolio's net assets will, as a fundamental policy, be invested in
obligations issued by or on behalf of states, territories and possessions of the
United States and the District of Columbia and their political subdivisions,
agencies and instrumentalities ("Municipal Securities"), the income from which
is exempt from regular federal income tax and federal alternative minimum tax
("AMT"). In compliance with the position of the staff of the SEC, the Portfolio
does not consider certain "private activity" bonds (i.e., those subject to AMT)
to be Municipal Securities for purposes of the 80% limitation.

The Portfolio may purchase securities that provide for the right to resell them
to an issuer, bank or dealer at an agreed upon price or yield within a specified
period prior to the maturity date of such securities. Such a right to resell is
referred to as a "Standby Commitment." Securities may cost more with Standby
Commitments than without them. Standby Commitments will be entered into solely
to facilitate portfolio liquidity. A Standby Commitment may be exercised before
the maturity date of the related Municipal Security if the Portfolio's Advisor
revises its evaluation of the creditworthiness of the underlying security or of
the entity issuing the Standby Commitment. The Portfolio's policy is to enter
into Standby Commitments only with issuers, banks or dealers that are determined
by the Portfolio's Advisor to present minimal credit risks. If an issuer, bank
or dealer should default on its obligation to repurchase an underlying security,
the Portfolio might be unable to recover all or a portion of any loss sustained
from having to sell the security elsewhere.

The Portfolio may purchase and sell Municipal Securities on a when-issued or
delayed delivery basis. A when-issued or delayed delivery transaction arises
when securities are bought or sold for future payment and delivery to secure
what is considered to be an advantageous price and yield to the Portfolio at the
time it enters into the transaction. In determining the maturity of portfolio
securities purchased on a when-issued or delayed delivery basis, the Portfolio
will consider them to have been purchased on the date when it committed itself
to the purchase.

A security purchased on a when-issued basis, like all securities held by the
Portfolio, is subject to changes in market value based upon changes in the level
of interest rates and investors' perceptions of the creditworthiness of the
issuer. Generally such securities will appreciate in value when interest rates
decline and decrease in value when interest rates rise. Therefore if, in order
to achieve higher interest income, the Portfolio remains substantially fully
invested at the same time that it has purchased securities on a when-issued
basis, there will be a greater possibility that the market value of the
Portfolio's assets will vary from $1.00 per share because the value of a
when-issued security is subject to market fluctuation and no interest accrues to
the purchaser prior to settlement of the transaction.

The Portfolio will only make commitments to purchase Municipal Securities on a
when-issued or delayed delivery basis with the intention of actually acquiring
the securities, but the Portfolio reserves the right to sell these securities
before the settlement date if deemed advisable. The sale of these securities may
result in the realization of gains that are not exempt from federal income tax.

In seeking to achieve its investment objective, the Portfolio may invest all or
any part of its assets in Municipal Securities that are industrial development
bonds. Moreover, although the Portfolio does not currently intend to do so on a
regular basis, it may invest more than 25% of its assets in Municipal Securities
that are repayable out of revenue streams generated from economically related
projects or facilities, if such investment is deemed necessary or appropriate by
the Advisor. To the extent that the Portfolio's assets are concentrated in
Municipal Securities payable from revenues on economically related projects and
facilities, the Portfolio will be subject to the risks presented by such
projects to a greater extent than it would be if the Portfolio's assets were not
so concentrated.

Temporary Defensive Position. In response to adverse political, economic or
market events, Tax-Exempt Portfolio may adopt a temporary defensive position in
which it places more than 20% of the Portfolio's assets in high quality money
market investments that are subject to federal income tax. To the extent that
the Portfolio may do so, it may not meet its goal of a high level of current
federal income tax-exempt income.

Treasury Portfolio. The Portfolio seeks to provide maximum current income
consistent with stability of capital. The Portfolio pursues its investment
objective by investing in short-term US Treasury securities and repurchase
agreements backed by US Treasury securities. All securities purchased have a
remaining maturity of 397 days or less. The timely payment of principal and
interest on these securities in the Portfolio is backed by the full faith and
credit of the US Government. The Portfolio may invest up to 10% of its total
assets in other money market mutual funds in accordance with applicable
regulations. The other money market funds in which the Portfolio may invest will
be non-affiliated funds; will be rated in the highest category by a nationally
recognized statistical rating organization; will be determined by DIMA to have
investment objectives and policies comparable to those of the Portfolio; and
will pursue their investment objectives through investments in securities that
are substantially similar to the securities in which the Portfolio may invest.
The shares of any such money market fund in which the Portfolio may invest would
not be guaranteed by the US government, its agencies or instrumentalities. See
below for information regarding variable rate securities and repurchase
agreements.

It is possible that certain investment practices and techniques described below
may not be permissible for a Portfolio based on its investment restrictions, as
described herein and in the applicable prospectus of a Portfolio.

Bank and Savings and Loan Obligations. These obligations include negotiable
certificates of deposit, bankers' acceptances, deposit notes, fixed time
deposits or other short-term bank obligations. Certificates of deposit are
negotiable certificates evidencing the obligations of a bank to repay funds
deposited with it for a specified period of time. A Portfolio may invest in
certificates of deposit of large domestic banks and their foreign branches,
large US regulated subsidiaries of large foreign banks, and of smaller banks as
described below. Although a Portfolio recognizes that the size of a bank is
important, this fact alone is not necessarily indicative of its
creditworthiness. Investment in certificates of deposit issued by foreign
branches of domestic banks involves investment risks that are different in some
respects from those associated with investment in certificates of deposit issued
by domestic branches of domestic banks, including the possible imposition of
withholding taxes on interest income, the possible adoption of foreign
governmental restrictions which might adversely affect the payment of principal
and interest on such certificates of deposit, or other adverse political or
economic developments. In addition, it might be more difficult to obtain and
enforce a judgment against a foreign branch of a domestic bank.

A Portfolio may also invest in certificates of deposit issued by banks and
savings and loan institutions which had, at the time of their most recent annual
financial statements, total assets of less than $1 billion, provided that (i)
the principal amounts of such certificates of deposit are insured by an agency
of the US Government, (ii) at no time will a Portfolio hold more than $100,000
principal amount of certificates of deposit of any one such bank, and (iii) at
the time of acquisition, no more than 10% of a Portfolio's assets (taken at
current value) are invested in certificates of deposit of such banks having
total assets not in excess of $1 billion.

Banker's acceptances are credit instruments evidencing the obligations of a bank
to pay a draft drawn on it by a customer. These instruments reflect the
obligation both of the bank and of the drawer to pay the face amount of the
instrument upon maturity.

Time deposits are non-negotiable deposits maintained in a banking institution
for a specified period of time at a stated interest rate. Time deposits which
may be held by a Portfolio will not benefit from insurance from the Bank
Insurance Fund or the Savings Association Insurance Fund administered by the
Federal Deposit Insurance Corporation. Fixed time deposits may be withdrawn on
demand by the investor, but may be subject to early withdrawal penalties that
vary with market conditions and the remaining maturity of the obligation. Fixed
time deposits subject to withdrawal penalties maturing in more than seven
calendar days are subject to a Portfolio's limitation on investments in illiquid
securities.

Certificates of Participation (Tax-Exempt Portfolio only). A Portfolio may
purchase high quality Certificates of Participation in trusts that hold
Municipal Securities. A Certificate of Participation gives a Portfolio an
undivided interest in the Municipal Security in the proportion that a
Portfolio's interest bears to the total principal amount of the Municipal
Security. These Certificates of Participation may be variable rate or fixed
rate. A Certificate of Participation may be backed by an irrevocable letter of
credit or guarantee of a financial institution that satisfies rating agencies as
to the credit quality of the Municipal Security supporting the payment of
principal and interest on the Certificate of Participation. Payments of
principal and interest would be dependent upon the underlying Municipal Security
and may be guaranteed under a letter of credit to the extent of such credit. The
quality rating by a rating service of an issue of Certificates of Participation
is based primarily upon the rating of the Municipal Security held by the trust
and the credit rating of the issuer of any letter of credit and of any other
guarantor providing credit support to the issue. The Advisor considers these
factors as well as others, such as any quality ratings issued by the rating
services identified above, in reviewing the credit risk presented by a
Certificate of Participation and in determining whether the Certificate of
Participation is appropriate for investment by a Portfolio. It is anticipated by
the Advisor that, for most publicly offered Certificates of Participation, there
will be a liquid secondary market or there may be demand features enabling a
Portfolio to readily sell its Certificates of Participation prior to maturity to
the issuer or a third party. As to those instruments with demand features, a
Portfolio intends to exercise its right to demand payment from the issuer of the
demand feature only upon a default under the terms of the Municipal Security, as
needed to provide liquidity to meet redemptions, or to maintain a high quality
investment portfolio.

Funding Agreements (Money Market Portfolio only). Funding agreements are
contracts issued by insurance companies that provide investors the right to
receive a variable rate of interest and the full return of principal at
maturity. Funding agreements also include a put option that allows the Portfolio
to terminate the agreement at a specified time to the insurance company prior to
maturity. Funding agreements generally offer a higher yield than other variable
securities with similar credit ratings. The primary risk of a funding agreement
is the credit quality of the insurance company that issues it. Funding
agreements are considered "illiquid" securities and will count towards the
Portfolio's limit on investing in illiquid securities.

Illiquid Securities and Restricted Securities. A Portfolio may purchase
securities that are subject to legal or contractual restrictions on resale
("restricted securities"). Generally speaking, restricted securities may be sold
(i) only to qualified institutional buyers; (ii) in a privately negotiated
transaction to a limited number of purchasers; (iii) in limited quantities after
they have been held for a specified period of time and other conditions are met
pursuant to an exemption from registration; or (iv) in a public offering for
which a registration statement is in effect under the Securities Act of 1933, as
amended (the "1933 Act"). Issuers of restricted securities may not be subject to
the disclosure and other investor protection requirements that would be
applicable if their securities were publicly traded.

Restricted securities are often illiquid, but they may also be liquid. For
example, restricted securities that are eligible for resale under Rule 144A are
often deemed to be liquid.

A Portfolio's Board of Trustees has approved guidelines for use by the Advisor
in determining whether a security is liquid or illiquid. Among the factors the
Advisor may consider in reaching liquidity decisions relating to Rule 144A
securities are: (1) the frequency of trades and quotes for the security; (2) the
number of dealers wishing to purchase or sell the security and the number of
other potential purchasers; (3) dealer undertakings to make a market in the
security; and (4) the nature of the security and the nature of the market for
the security (i.e., the time needed to dispose of the security, the method of
soliciting offers, and the mechanics of the transfer issuers of restricted
securities may not be subject to the disclosure and other investor protection
requirements that would be applicable if their securities were publicly traded.
Where a registration statement is required for the resale of restricted
securities, a Portfolio may be required to bear all or part of the registration
expenses. A Portfolio may be deemed to be an "underwriter" for purposes of the
1933 Act, when selling restricted securities to the public and, in such event, a
Portfolio may be liable to purchasers of such securities if the registration
statement prepared by the issuer is materially inaccurate or misleading.

A Portfolio may also purchase securities that are not subject to legal or
contractual restrictions on resale, but that are deemed illiquid. Such
securities may be illiquid, for example, because there is a limited trading
market for them.

A Portfolio may be unable to sell a restricted or illiquid security. In
addition, it may be more difficult to determine a market value for restricted or
illiquid securities. Moreover, if adverse market conditions were to develop
during the period between a Portfolio's decision to sell a restricted or
illiquid security and the point at which a Portfolio is permitted or able to
sell such security, a Portfolio might obtain a price less favorable than the
price that prevailed when it decided to sell. This investment practice,
therefore, could have the effect of increasing the level of illiquidity of a
Portfolio.

Impact of Large Redemptions and Purchases of Portfolio Shares. From time to
time, shareholders of a Portfolio (which may include affiliated and/or
non-affiliated registered investment companies that invest in a Portfolio) may
make relatively large redemptions or purchases of Portfolio shares. These
transactions may cause a Portfolio 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 a Portfolio's performance to the extent that a Portfolio 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 a Portfolio's expense ratio.

Industrial Development and Pollution Control Bonds. Industrial Development and
Pollution Control Bonds (which are types of private activity bonds), although
nominally issued by municipal authorities, are generally not secured by the
taxing power of the municipality but are secured by the revenues of the
authority derived from payments by the industrial user. Under federal income tax
legislation, certain types of Industrial Development Bonds and Pollution Control
Bonds may no longer be issued on a tax-exempt basis, although previously issued
bonds of these types and certain refundings of such bonds are not affected. For
the purposes of a Portfolio's investment limitation regarding concentration of
investments in any one industry, industrial development or other private
activity bonds ultimately payable by companies within the same industry will be
considered as if they were issued by issuers in the same industry.

Interfund Borrowing and Lending Program. The Trusts, on behalf of the
Portfolios, have received exemptive relief from the SEC which permits a fund to
participate in an interfund borrowing and lending program among certain
investment companies advised by the Advisor. The interfund borrowing and lending
program allows the participating funds to borrow money from and loan money to
each other for temporary or emergency purposes. The program is subject to a
number of conditions designed to ensure fair and equitable treatment of all
participating funds, including the following: (1) no fund may borrow money
through the program unless it receives a more favorable interest rate than a
rate approximating the lowest interest rate at which bank loans would be
available to any of the participating funds under a loan agreement; and (2) no
fund may lend money through the program unless it receives a more favorable
return than that available from an investment in repurchase agreements and, to
the extent applicable, money market cash sweep arrangements. In addition, a fund
may participate in the program only if and to the extent that such participation
is consistent with the fund's investment objectives and policies (for instance,
money market funds would normally participate only as lenders and tax exempt
funds only as borrowers). Interfund loans and borrowings may extend overnight,
but could have a maximum duration of seven days. Loans may be called on one
day's notice. A fund may have to borrow from a bank at a higher interest rate if
an interfund loan is called or not renewed. Any delay in repayment to a lending
fund could result in a lost investment opportunity or additional costs. The
program is subject to the oversight and periodic review of the Boards of the
participating funds. To the extent a Portfolio is actually engaged in borrowing
through the interfund lending program, a Portfolio, as a matter of
nonfundamental policy, may not borrow except in accordance with its fundamental
and nonfundamental policies.

Letters of Credit. Municipal obligations, including certificates of
participation, commercial paper and other short-term obligations, may be backed
by an irrevocable letter of credit of a bank which assumes the obligation for
payment of principal and interest in the event of default by the issuer. Only
banks which, in the opinion of the Advisor, are of investment quality comparable
to other permitted investments of a Portfolio may be used for letter of credit
backed investments.

Maintenance of $1.00 Net Asset Value, Credit Quality and Portfolio Maturity.
Pursuant to Rule 2a-7 of the 1940 Act, a Portfolio effects sales, redemptions
and repurchases at the net asset value per share, normally $1.00. In fulfillment
of its responsibilities under that rule, a Portfolio's Board has approved
policies established by the Advisor reasonably calculated to prevent a
Portfolio's net asset value per share from deviating from $1.00 except under
unusual or extraordinary circumstances and a Portfolio's Board will periodically
review the Advisor's operations under such policies at regularly scheduled Board
meetings. Those policies include a weekly monitoring by the Advisor of
unrealized gains and losses in a Portfolio, and when necessary, in an effort to
avoid deviation, taking corrective action, such as adjusting the maturity of a
Portfolio, or, if possible, realizing gains or losses to offset in part
unrealized losses or gains. The result of those policies may be that the yield
on shares of a Portfolio will be lower than would be the case if the policies
were not in effect. Such policies also provide for certain action to be taken
with respect to Portfolio securities which experience a downgrade in rating or
suffer a default.

Securities eligible for investment by a Portfolio are those securities which are
generally rated (or issued by an issuer with comparable securities rated) in one
of the two highest short-term rating categories by at least two rating services
(or by one rating service, if no other rating agency has issued a rating with
respect to that security); 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. A Portfolio will not invest more than 5% of its total assets in the
securities of a single issuer, other than the US Government. A Portfolio may,
however, invest more than 5% of its total assets in the first tier securities
(as defined in Rule 2a-7) of a single issuer for a period of up to three
business days after purchase, although a Portfolio may not make more than one
such investment at any time during such period. A Portfolio may not invest more
than 5% of its total assets in securities which were second tier (as defined in
Rule 2a-7) securities when acquired by a Portfolio. Further, a Portfolio may not
invest more than the greater of (1) 1% of its total assets, or (2) one million
dollars, in the securities of a single issuer which were second tier securities
(as defined in Rule 2a-7) when acquired by a Portfolio. For a description of
these ratings, see "Appendix B -- Ratings of Investments" in this SAI.

The assets of a Portfolio consist entirely of cash items and investments having
an effective maturity date of 397 calendar days (12 months for Money Market
Portfolio) or less from the date of purchase (including investment in repurchase
agreements, in which case maturity is measured by the repurchase date, without
respect to the maturity of the underlying obligation). The term "Government &
Agency Securities," as used herein, means securities issued or guaranteed as to
principal or interest by the US Government, its agencies or instrumentalities. A
Portfolio will be managed so that the average maturity of all instruments (on a
dollar-weighted basis) will be 90 days or less. The average maturity of a
Portfolio will vary according to the management's appraisal of money market
conditions. A Portfolio will invest only in securities determined by the
Advisor, pursuant to procedures adopted by the Board, to be of high quality with
minimal credit risks.

Municipal Lease Obligations and Participation Interests. Participation interests
represent undivided interests in municipal leases, installment purchase
contracts, conditional sales contracts or other instruments. These are typically
issued by a trust or other entity which has received an assignment of the
payments to be made by the state or political subdivision under such leases or
contracts. They may be variable rate or fixed rate.

A Portfolio may purchase from banks participation interests in all or part of
specific holdings of municipal obligations, provided the participation interest
is fully insured. Each participation is backed by an irrevocable letter of
credit or guarantee of the selling bank that the Advisor has determined meets
the prescribed quality standards of a Portfolio. Therefore, either the credit of
the issuer of the municipal obligation or the selling bank, or both, will meet
the quality standards of the particular fund. A Portfolio has the right to sell
the participation back to the bank after seven days' notice for the full
principal amount of a Portfolio's interest in the municipal obligation plus
accrued interest, but only (i) as required to provide liquidity to a Portfolio,
(ii) to maintain a high quality investment portfolio or (iii) upon a default
under the terms of the municipal obligation. The selling bank will receive a fee
from a Portfolio in connection with the arrangement. A Portfolio will not
purchase participation interests unless in the opinion of bond counsel, counsel
for the issuers of such participations or counsel selected by the Advisor, the
interest from such participations is exempt from regular federal income tax for
a Portfolio.

A municipal lease obligation may take the form of a lease, installment purchase
contract or conditional sales contract which is issued by a state or local
government and authorities to acquire land, equipment and facilities. Income
from such obligations is generally exempt from state and local taxes in the
state of issuance. Municipal lease obligations frequently involve special risks
not normally associated with general obligations or revenue bonds. Leases and
installment purchase or conditional sale contracts (which normally provide for
title in the leased asset to pass eventually to the governmental issuer) have
evolved as a means for governmental issuers to acquire property and equipment
without meeting the constitutional and statutory requirements for the issuance
of debt. The debt issuance limitations are deemed to be inapplicable because of
the inclusion in many leases or contracts of "non-appropriation" clauses that
relieve the governmental issuer of any obligation to make future payments under
the lease or contract unless money is appropriated for such purpose by the
appropriate legislative body on a yearly or other periodic basis. In addition,
such leases or contracts may be subject to the temporary abatement of payments
in the event the issuer is prevented from maintaining occupancy of the leased
premises or utilizing the leased equipment. Although the obligations may be
secured by the leased equipment or facilities, the disposition of the property
in the event of nonappropriation or foreclosure might prove difficult, time
consuming and costly, and result in a delay in recovery or the failure to fully
recover a Portfolio's original investment. A Portfolio may also invest in a
municipal lease obligation by purchasing a participation interest in a municipal
lease obligation.

Certain municipal lease obligations and participation interests may be deemed
illiquid for the purpose of a Portfolio's limitation on investments in illiquid
securities. Other municipal lease obligations and participation interests
acquired by a Portfolio may be determined by the Advisor to be liquid securities
for the purpose of such limitation. In determining the liquidity of municipal
lease obligations and participation interests, the Advisor will consider a
variety of factors including: (1) the willingness of dealers to bid for the
security; (2) the number of dealers willing to purchase or sell the obligation
and the number of other potential buyers; (3) the frequency of trades or quotes
for the obligation; and (4) the nature of the marketplace trades. In addition,
the Advisor will consider factors unique to particular lease obligations and
participation interests affecting the marketability thereof. These include the
general creditworthiness of the issuer, the importance to the issuer of the
property covered by the lease and the likelihood that the marketability of the
obligation will be maintained throughout the time the obligation is held by a
Portfolio.

A Portfolio may purchase participation interests in municipal lease obligations
held by a commercial bank or other financial institution. Such participations
provide a Portfolio with the right to a pro rata undivided interest in the
underlying municipal lease obligations. In addition, such participations
generally provide a Portfolio with the right to demand payment, on not more than
seven days' notice, of all or any part of such Portfolio's participation
interest in the underlying municipal lease obligation, plus accrued interest.

Municipal Securities. Certain Municipal Securities, such as industrial
development bonds, are issued by or on behalf of public authorities to obtain
funds for purposes including privately operated airports, housing, conventions,
trade shows, ports, sports, parking or pollution control facilities or for
facilities for water, gas, electricity or sewage and solid waste disposal. Such
obligations, which may include lease arrangements, are included within the term
Municipal Securities if the interest paid thereon is exempt from federal income
tax. Other types of industrial development bonds, the proceeds of which are used
for the construction, equipment, repair or improvement of privately operated
industrial or commercial facilities, may constitute Municipal Securities,
although current federal tax laws place substantial limitations on the size of
such issues.

Municipal Securities which a Portfolio may purchase include, without limitation,
debt obligations issued to obtain funds for various public purposes, including
the construction of a wide range of public facilities such as airports, bridges,
highways, housing, hospitals, mass transportation, public utilities, schools,
streets, and water and sewer works. Other public purposes for which Municipal
Securities may be issued include refunding outstanding obligations, obtaining
funds for general operating expenses and obtaining funds to loan to other public
institutions and facilities.

Tax anticipation notes typically are sold to finance working capital needs of
municipalities in anticipation of receiving property taxes on a future date.
Bond anticipation notes are sold on an interim basis in anticipation of a
municipality issuing a longer-term bond in the future. Revenue anticipation
notes are issued in expectation of receipt of other types of revenue such as
those available under the Federal Revenue Sharing Program. Construction loan
notes are instruments insured by the Federal Housing Administration with
permanent financing by Fannie Mae or "Ginnie Mae" (the Government National
Mortgage Association) at the end of the project construction period.
Pre-refunded municipal bonds are bonds which are not yet refundable, but for
which securities have been placed in escrow to refund an original municipal bond
issue when it becomes refundable. Tax-free commercial paper is an unsecured
promissory obligation issued or guaranteed by a municipal issuer. A Portfolio
may purchase other Municipal Securities similar to the foregoing, which are or
may become available, including securities issued to pre-refund other
outstanding obligations of municipal issuers.

A Portfolio will invest in Municipal Securities that at the time of purchase:
(a) are rated within the two highest-ratings for Municipal Securities assigned
by Moody's (Aaa or Aa) or assigned by S&P (AAA or AA); (b) are guaranteed or
insured by the US Government as to the payment of principal and interest; (c)
are fully collateralized by an escrow of US Government securities acceptable to
a Portfolio's Advisor; (d) have at the time of purchase Moody's short-term
Municipal Securities rating of MIG-2 or higher or a municipal commercial paper
rating of P-2 or higher, or S&P's municipal commercial paper rating of A-2 or
higher; (e) are unrated, if longer term Municipal Securities of that issuer are
rated within the two highest rating categories by Moody's or S&P; or (f) are
determined to be at least equal in quality to one or more of the above ratings
in the discretion of a Portfolio's Advisor. See "Appendix B" for a more detailed
discussion of the Moody's and S&P ratings outlined above. In addition, a
Portfolio limits its investments to securities that meet the quality
requirements of Rule 2a-7 under the 1940 Act. See "Net Asset Value."

Dividends representing net tax-exempt interest income received by Tax-Exempt
Portfolio on Municipal Securities may be exempt from regular federal income tax
when distributed to the Portfolio's shareholders. Please refer to the section in
this SAI entitled "Taxes" for more information concerning the federal income tax
treatment of dividends representing net tax-exempt interest income received by
Tax-Exempt Portfolio on Municipal Securities. Such dividend income may be
subject to state and local taxes. Tax-Exempt Portfolio's assets will consist of
Municipal Securities, taxable temporary investments as described below and cash.
A Portfolio considers short-term Municipal Securities to be those that have a
remaining maturity of 397 calendar days (12 months for Money Market Portfolio)
or less. Examples of Municipal Securities that are issued with original
maturities of one year or less are short-term tax anticipation notes, bond
anticipation notes, revenue anticipation notes, construction loan notes,
pre-refunded municipal bonds, warrants and tax-free commercial paper.

Municipal Securities generally are classified as "general obligation" or
"revenue" issues. General obligation bonds are secured by the issuer's pledge of
its full credit and taxing power for the payment of principal and interest.
Revenue bonds are payable only from the revenues derived from a particular
facility or class of facilities or, in some cases, from the proceeds of a
special excise tax or other specific revenue source such as the user of the
facility being financed. Industrial development bonds held by a Portfolio are in
most cases revenue bonds and generally are not payable from the unrestricted
revenues of the issuer, and do not constitute the pledge of the credit of the
issuer of such bonds. Among other types of instruments, a Portfolio may purchase
tax-exempt commercial paper, warrants and short-term municipal notes such as tax
anticipation notes, bond anticipation notes, revenue anticipation notes,
construction loan notes and other forms of short-term loans. Such notes are
issued with a short-term maturity in anticipation of the receipt of tax
payments, the proceeds of bond placements or other revenues. A Portfolio may
invest in short-term "private activity" bonds.

The federal bankruptcy statutes relating to the adjustments of debts of
political subdivisions and authorities of states of the United States provide
that, in certain circumstances, such subdivisions or authorities may be
authorized to initiate bankruptcy proceedings without prior notice to or consent
of creditors, which proceedings could result in material adverse changes in the
rights of holders of obligations issued by such subdivisions or authorities.

Litigation challenging the validity under state constitutions of present systems
of financing public education has been initiated or adjudicated in a number of
states and legislation has been introduced to effect changes in public school
finances in some states. In other instances, there has been litigation
challenging the issuance of pollution control revenue bonds or the validity of
their issuance under state or federal law that ultimately could affect the
validity of those Municipal Securities or the federal income tax-free nature of
the interest thereon.

Municipal Trust Receipts. Tax-Exempt Portfolio may invest up to 50% of its net
assets in municipal trust receipts ("MTRs"). An additional 10% of the
Portfolio's net assets may also be invested in MTRs on a temporary basis at the
Advisor's discretion to manage inflows into the Portfolio. MTRs are sometimes
called municipal asset-backed securities, floating rate trust certificates, or
municipal securities trust receipts. MTRs are typically structured by a bank,
broker-dealer or other financial institution by depositing municipal securities
into a trust or partnership, coupled with a conditional right to sell, or put,
the holder's interest in the underlying securities at par plus accrued interest
to a financial institution. MTRs may be issued as fixed or variable rate
instruments. These trusts are organized so that the purchaser of the MTR would
be considered to be investing for federal income tax purposes in the underlying
municipal securities. This structure is intended to allow the federal income
tax-exempt status of interest generated by the underlying asset to pass through
to the purchaser. The Portfolio's investments in MTRs are subject to similar
risks as other investments in debt obligations, including interest rate risk,
credit risk and security selection risk. Additionally, investments in MTRs raise
certain tax issues that may not be presented by direct investments in municipal
bonds. There is some risk that certain issues could be resolved in a manner that
could adversely impact the performance of the Portfolio. The Portfolio expects
to invest in MTRs for which a legal opinion has been given to the effect that
the income from an MTR is tax-exempt for federal income tax purposes to the same
extent as the underlying bond(s), although it is possible that the Internal
Revenue Service (the "IRS") will take a different position and there is a risk
that the interest paid on such MTRs would be deemed taxable.

Repurchase Agreements. A Portfolio may invest in repurchase agreements, which
are instruments under which a Portfolio acquires ownership of a security from a
broker-dealer or bank that agrees to repurchase the security at a mutually
agreed upon time and price (which price is higher than the purchase price),
thereby determining the yield during a Portfolio's holding period. Maturity of
the securities subject to repurchase may exceed one year. In the event of a
bankruptcy or other default of a seller of a repurchase agreement, a Portfolio
might have expenses in enforcing its rights, and could experience losses,
including a decline in the value of the underlying securities and loss of
income.

A Portfolio may enter into repurchase agreements with any member bank of the
Federal Reserve System or any domestic broker/dealer which is recognized as a
reporting government securities dealer if the creditworthiness of the bank or
broker/dealer has been determined by the Advisor to be at least as high as that
of other obligations a Portfolio may purchase or to be at least equal to that of
issuers of commercial paper rated within the two highest grades assigned by
Moody's, S&P or Fitch.

A repurchase agreement provides a means for a Portfolio to earn taxable income
on funds for periods as short as overnight. It is an arrangement under which the
purchaser (i.e., a Portfolio) acquires a security ("Obligation") and the seller
agrees, at the time of sale, to repurchase the Obligation at a specified time
and price. Securities subject to a repurchase agreement are held in a segregated
account and the value of such securities kept at least equal to the repurchase
price on a daily basis. The repurchase price may be higher than the purchase
price, the difference being income to a Portfolio, or the purchase and
repurchase prices may be the same, with interest at a stated rate due to a
Portfolio together with the repurchase price on the date of repurchase. In
either case, the income to a Portfolio (which is taxable for federal income tax
purposes) is unrelated to the interest rate on the Obligation itself.
Obligations will be held by the custodian or in the Federal Reserve Book Entry
system.

It is not clear whether a court would consider the Obligation purchased by a
Portfolio subject to a repurchase agreement as being owned by that Portfolio or
as being collateral for a loan by a Portfolio to the seller. In the event of the
commencement of bankruptcy or insolvency proceedings with respect to the seller
of the Obligation before repurchase of the Obligation under a repurchase
agreement, a Portfolio may encounter delay and incur costs before being able to
sell the security. Delays may involve loss of interest or decline in price of
the Obligation. If the court characterized the transaction as a loan and a
Portfolio has not perfected an interest in the Obligation, a Portfolio may be
required to return the Obligation to the seller's estate and be treated as an
unsecured creditor of the seller. As an unsecured creditor, a Portfolio is at
risk of losing some or all of the principal and income involved in the
transaction. As with any unsecured debt obligation purchased for a Portfolio,
the Advisor seeks to minimize the risk of loss through repurchase agreements by
analyzing the creditworthiness of the obligor, in this case the seller of the
Obligation. Apart from the risk of bankruptcy or insolvency proceedings, there
is also the risk that the seller may fail to repurchase the Obligation, in which
case a Portfolio may incur a loss if the proceeds to a Portfolio of the sale to
a third party are less than the repurchase price. However, if the market value
of the Obligation subject to the repurchase agreement becomes less than the
repurchase price (including interest), a Portfolio will direct the seller of the
Obligation to deliver additional securities so that the market value of all
securities subject to the repurchase agreement will equal or exceed the
repurchase price. It is possible that a Portfolio will be unsuccessful in
seeking to enforce the seller's contractual obligation to deliver additional
securities.

Commercial Paper. Subject to its investment objectives and policies, a Portfolio
may invest in commercial paper issued by major corporations under the 1933 Act
in reliance on the exemption from registration afforded by Section 3(a)(3)
thereof. Such commercial paper may be issued only to finance current
transactions and must mature in nine months or less. Trading of such commercial
paper is conducted primarily by institutional investors through investment
dealers, and individual investor participation in the commercial paper market is
very limited. A Portfolio also may invest in commercial paper issued in reliance
on the so-called "private placement" exemption from registration afforded by
Section 4(2) of the 1933 Act ("Section 4(2) paper"). Section 4(2) paper is
restricted as to disposition under the federal securities laws, and generally is
sold to institutional investors such as a Portfolio who agrees that they are
purchasing the paper for investment and not with a view to public distribution.
Any resale by the purchaser must be in an exempt transaction. Section 4(2) paper
normally is resold to other institutional investors like a Portfolio through or
with the assistance of the issuer or investment dealers who make a market in the
Section 4(2) paper, thus providing liquidity. The Advisor considers the legally
restricted but readily saleable Section 4(2) paper to be liquid; however,
pursuant to procedures approved by a Portfolio's Board, if a particular
investment in Section 4(2) paper is not determined to be liquid, that investment
will be included within the limitation of a Portfolio on illiquid securities.
The Advisor monitors the liquidity of its investments in Section 4(2) paper on a
continuing basis.

Securities Backed by Guarantees. A Portfolio may invest in securities backed by
guarantees from banks, insurance companies and other financial institutions. A
money market fund's ability to maintain a stable share price may depend upon
such guarantees, which are not supported by federal deposit insurance.
Consequently, changes in the credit quality of these institutions could have an
adverse impact on securities they have guaranteed or backed, which could cause
losses to a Portfolio and affect its share price.

Stand-by Commitments. A stand-by commitment is a right acquired by a Portfolio,
when it purchases a municipal obligation from a broker, dealer or other
financial institution ("seller"), to sell up to the same principal amount of
such securities back to the seller, at a Portfolio's option, at a specified
price. Stand-by commitments are also known as "puts." The exercise by a
Portfolio of a stand-by commitment is subject to the ability of the other party
to fulfill its contractual commitment.

Stand-by commitments acquired by a Portfolio may have the following features:
(1) they will be in writing and will be physically held by a Portfolio's
custodian; (2) a Portfolio's right to exercise them will be unconditional and
unqualified; (3) they will be entered into only with sellers which in the
Advisor's opinion present a minimal risk of default; (4) although stand-by
commitments will not be transferable, municipal obligations purchased subject to
such commitments may be sold to a third party at any time, even though the
commitment is outstanding; and (5) their exercise price will be (i) a
Portfolio's acquisition cost (excluding any accrued interest which a Portfolio
paid on their acquisition), less any amortized market premium or plus any
amortized original issue discount during the period a Portfolio owned the
securities, plus (ii) all interest accrued on the securities since the last
interest payment date.

A Portfolio expects that stand-by commitments generally will be available
without the payment of any direct or indirect consideration. However, if
necessary or advisable, a Portfolio will pay for stand-by commitments, either
separately in cash or by paying a higher price for portfolio securities which
are acquired subject to the commitments.

It is difficult to evaluate the likelihood of use or the potential benefit of a
stand-by commitment. Therefore, it is expected that the Advisor will determine
that stand-by commitments ordinarily have a "fair value" of zero, regardless of
whether any direct or indirect consideration was paid. However, if the market
price of the security subject to the stand-by commitment is less than the
exercise price of the stand-by commitment, such security will ordinarily be
valued at such exercise price. Where a Portfolio has paid for a stand-by
commitment, its cost will be reflected as unrealized depreciation for the period
during which the commitment is held.

The IRS has issued a favorable revenue ruling to the effect that, under
specified circumstances, a registered investment company will be the owner of
tax-exempt municipal obligations acquired subject to a put option. The IRS has
also issued private letter rulings to certain taxpayers (which do not serve as
precedent for other taxpayers) to the effect that tax-exempt interest received
by a regulated investment company with respect to such obligations will be
tax-exempt in the hands of the company and may be distributed to its
shareholders as exempt-interest dividends. The IRS has subsequently announced
that it will not ordinarily issue advance ruling letters as to the identity of
the true owner of property in cases involving the sale of securities or
participation interests therein if the purchaser has the right to cause the
security, or the participation interest therein, to be purchased by either the
seller or a third party. A Portfolio intends to take the position that it owns
any municipal obligations acquired subject to a Stand-by Commitment and that
tax-exempt interest earned with respect to such municipal obligations will be
tax-exempt in its hands. There is no assurance that the IRS will agree with such
position in any particular case.

Third Party Puts. A Portfolio may purchase long-term fixed rate bonds that have
been coupled with an option granted by a third party financial institution
allowing a Portfolio at specified intervals not exceeding 397 calendar days (12
months for Money Market Portfolio) to tender (or "put") the bonds to the
institution and receive the face value thereof (plus accrued interest). These
third party puts are available in several different forms, may be represented by
custodial receipts or trust certificates and may be combined with other features
such as interest rate swaps. A Portfolio receives a short-term rate of interest
(which is periodically reset), and the interest rate differential between that
rate and the fixed rate on the bond is retained by the financial institution.
The financial institution granting the option does not provide credit
enhancement, and in the event that there is a default in the payment of
principal or interest, or downgrading of a bond or a loss of the bond's
tax-exempt status, the put option will terminate automatically, the risk to a
Portfolio will be that of holding such a long-term bond and the weighted average
maturity of a Portfolio and the Portfolio's liquidity would be adversely
affected.

These bonds coupled with puts may present the same tax issues as are associated
with Stand-By Commitments. As with any Stand-By Commitments acquired by a
Portfolio, a Portfolio intends to take the position for federal income tax
purposes that it is the owner of any municipal obligation acquired subject to a
third-party put, and that tax-exempt interest earned with respect to such
municipal obligations will be tax-exempt in its hands. There is no assurance
that the IRS will agree with such position in any particular case. Additionally,
the federal income tax treatment of certain other aspects of these investments,
including the treatment of tender fees and swap payments, in relation to various
regulated investment company tax provisions is unclear. However, the Advisor
seeks to manage a Portfolio in a manner designed to minimize any adverse impact
from these investments.

US Government Securities. There are two broad categories of US Government debt
instruments: (a) direct obligations of the US Treasury, and (b) securities
issued or guaranteed by US Government agencies.

Examples of direct obligations of the US Treasury are Treasury bills, notes,
bonds and other debt securities issued by the US Treasury. These instruments are
backed by the "full faith and credit" of the United States. They differ
primarily in interest rates, the length of maturities and the dates of issuance.
Treasury bills have original maturities of one year or less. Treasury notes have
original maturities of one to ten years and Treasury bonds generally have
original maturities of greater than ten years.

Some agency securities are backed by the full faith and credit of the United
States (such as Maritime Administration Title XI Ship Financing Bonds and Agency
for International Development Housing Guarantee Program Bonds) and others are
backed only by the rights of the issuer to borrow from the US Treasury (such as
Federal Home Loan Bank Bonds and Federal National Mortgage Association Bonds),
while still others, such as the securities of the Federal Farm Credit Bank, are
supported only by the credit of the issuer. With respect to securities supported
only by the credit of the issuing agency or by an additional line of credit with
the US Treasury, there is no guarantee that the US Government will provide
support to such agencies and such securities may involve risk of loss of
principal and interest.

US Government Securities may include "zero coupon" securities that have been
stripped by the US Government of their unmatured interest coupons and
collateralized obligations issued or guaranteed by a US Government agency or
instrumentality.

Interest rates on US Government obligations may be fixed or variable. Interest
rates on variable rate obligations are adjusted at regular intervals, at least
annually, according to a formula reflecting then current specified standard
rates, such as 91-day US Treasury bill rates. These adjustments generally tend
to reduce fluctuations in the market value of the securities.

Normally, the value of investments in US Government Securities varies inversely
with changes in interest rates. For example, as interest rates rise the value of
investments in US Government Securities will tend to decline, and as interest
rates fall the value of a Portfolio's investments will tend to increase. In
addition, the potential for appreciation in the event of a decline in interest
rates may be limited or negated by increased principal prepayments with respect
to certain Mortgage-Backed Securities, such as Government National Mortgage
Association ("GNMA") (also known as Ginnie Mae) Certificates. Prepayments of
high interest rate Mortgage-Backed Securities during times of declining interest
rates will tend to lower the return of a Portfolio and may even result in losses
to a Portfolio if some securities were acquired at a premium. Moreover, during
periods of rising interest rates, prepayments of Mortgage-Backed Securities may
decline, resulting in the extension of a Portfolio's average maturity. As a
result, a Portfolio's return may experience greater volatility during periods of
rising interest rates than under normal market conditions.

The Federal National Mortgage Association ("FNMA") (also known as Fannie Mae)
and the Federal Home Loan Mortgage Corporation ("FHLMC") (also known as Freddie
Mac) were previously government-sponsored corporations owned entirely by private
stockholders. Both issue mortgage-related securities that contain guarantees as
to timely payment of interest and principal but that are not backed by the full
faith and credit of the US government. The value of the companies' securities
fell sharply in 2008 due to concerns that the firms did not have sufficient
capital to offset losses. In mid-2008, the US Treasury was authorized to
increase the size of home loans that FNMA and FHLMC could purchase in certain
residential areas and, until 2009, to lend FNMA and FHLMC emergency funds and to
purchase the companies' stock. In September 2008, the US Treasury announced that
FNMA and FHLMC had been placed in conservatorship by the Federal Housing Finance
Agency ("FHFA"), a newly created independent regulator. In addition to placing
the companies in conservatorship, the US Treasury announced three additional
steps that it intended to take with respect to FNMA and FHLMC. First, the US
Treasury has entered into preferred stock purchase agreements ("PSPAs") under
which, if the FHFA determines that FNMA's or FHLMC's liabilities have exceeded
its assets under generally accepted accounting principles, the US Treasury will
contribute cash capital to the company in an amount equal to the difference
between liabilities and assets. The PSPAs are designed to provide protection to
the senior and subordinated debt and the mortgage-backed securities issued by
FNMA and FHLMC. Second, the US Treasury established a new secured lending credit
facility that is available to FNMA and FHLMC until December 2009. Third, the US
Treasury initiated a temporary program to purchase FNMA and FHLMC
mortgage-backed securities, which is expected to continue until December 2009.
No assurance can be given that the US Treasury initiatives discussed above with
respect to the debt and mortgage-backed securities issued by FNMA and FHLMC will
be successful.

Variable Rate Securities. A Portfolio may invest in instruments having rates of
interest that are adjusted periodically or that "float" continuously according
to formulae intended to minimize fluctuation in values of the instruments
("Variable Rate Securities"). The interest rate of Variable Rate Securities
ordinarily is determined by reference to or is a percentage of an objective
standard such as a bank's prime rate, the 90-day US Treasury Bill rate, or the
rate of return on commercial paper or bank certificates of deposit. Generally,
the changes in the interest rate on Variable Rate Securities reduce the
fluctuation in the market value of such securities. Accordingly, as interest
rates decrease or increase, the potential for capital appreciation or
depreciation is less than for fixed-rate obligations. Some Variable Rate
Securities have a demand feature entitling the purchaser to resell the
securities at an amount approximately equal to amortized cost or the principal
amount thereof plus accrued interest ("Variable Rate Demand Securities"). As is
the case for other Variable Rate Securities, the interest rate on Variable Rate
Demand Securities varies according to some objective standard intended to
minimize fluctuation in the values of the instruments. A Portfolio determines
the maturity of Variable Rate Securities in accordance with Rule 2a-7, which
allows a Portfolio to consider certain of such instruments as having maturities
shorter than the maturity date on the face of the instrument.

Investment Company Securities. A Portfolio may acquire securities of other
investment companies to the extent consistent with its investment objective and
investment policies and subject to the limitations of the 1940 Act. A Portfolio
will indirectly bear its proportionate share of any management fees and other
expenses paid by such other investment companies.

Portfolio Holdings

In addition to the public disclosure of portfolio holdings through required
Securities and Exchange Commission ("SEC") quarterly filings, a Portfolio may
make its portfolio holdings information publicly available on the DWS Funds' Web
site as described in each Portfolio's prospectus. Each Portfolio does not
disseminate non-public information about portfolio holdings except in accordance
with policies and procedures adopted by each Portfolio.

Each Portfolio'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 each Portfolio 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 each Portfolio's procedures. This non-public
information may also be disclosed, subject to the requirements described below,
to certain third parties, such as securities lending agents, financial printers,
proxy voting firms, mutual fund analysts and rating and tracking agencies, or to
shareholders in connection with in-kind redemptions (collectively, "Authorized
Third Parties").

Prior to any disclosure of each Portfolio's non-public portfolio holdings
information to Authorized Third Parties, a person authorized by each Portfolio's
Trustees must make a good faith determination in light of the facts then known
that a Portfolio has a legitimate business purpose for providing the
information, that the disclosure is in the best interest of each Portfolio, 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 each Portfolio or
DeAM for disclosing non-public holdings information. Periodic reports regarding
these procedures will be provided to each Portfolio's Trustees.

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 each
Portfolio and information derived therefrom, including, but not limited to, how
each Portfolio'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, alpha,
beta, tracking error, default rate, portfolio turnover, and risk and style
characteristics so long as the identity of each Portfolio'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 a
Portfolio's Trustees exercise control over such policies. In addition, separate
account clients of DeAM have access to their portfolio holdings and are not
subject to a Portfolio'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 a Portfolio.

DeAM also manages certain unregistered commingled trusts and creates model
portfolios, the portfolio holdings of which may substantially overlap with the
portfolio holdings of a Portfolio. 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 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 a Portfolio's policies and procedures with respect to
the disclosure of portfolio holdings information will protect a Portfolio from
the potential misuse of portfolio holdings information by those in possession of
that information.

                          MANAGEMENT OF THE PORTFOLIOS

Investment Advisor

DIMA, which is part of Deutsche Asset Management ("DeAM"), is the investment
advisor for the Portfolios. Under the supervision of the Boards of Trustees of
the Portfolios, DIMA, with headquarters at 345 Park Avenue, New York, New York,
makes the Portfolios' investment decisions, buys and sells securities for the
Portfolios and conducts research that leads to these purchase and sale
decisions. The Advisor manages each Portfolio's daily investment and business
affairs subject to the policies established by each Trust's Board of Trustees.
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. DIMA is also responsible for selecting brokers
and dealers and for negotiating brokerage commissions and dealer charges.

DeAM 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. DeAM is a global asset management organization that offers a wide range
of investing expertise and resources, including hundreds of portfolio managers
and analysts and an office network that reaches the world's major investment
centers. This well-resourced global investment platform brings together a wide
variety of experience and investment insight, across industries, regions, asset
classes and investing styles. DIMA is an indirect, wholly owned subsidiary of
Deutsche Bank AG. Deutsche Bank AG is a major global banking institution that is
engaged in a wide range of financial services, including investment management,
mutual fund, retail, private and commercial banking, investment banking and
insurance. DWS Investments is part of Deutsche Bank's Asset Management division
and, within the US, represents the retail asset management activities of
Deutsche Bank AG, Deutsche Bank Trust Company Americas, Deutsche Investment
Management Americas Inc. and DWS Trust Company.

The Advisor 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 a Portfolio 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 a Portfolio is likely to differ from these other mutual funds in size, cash
flow pattern and tax matters. Accordingly, the holdings and performance of a
Portfolio can be expected to vary from those of these other mutual funds.

Certain investments may be appropriate for a Portfolio and also for other
clients advised by the Advisor. Investment decisions for a Portfolio 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 a Portfolio. Purchase and sale orders for a Portfolio may be combined
with those of other clients of the Advisor in the interest of achieving the most
favorable net results to a Portfolio.

The investment management agreement for Money Market Portfolio (the "Management
Agreement") which will continue in effect from year to year if its continuance
is approved annually by a vote of a majority of the those Trustees who are not
parties to the Management Agreement or interested persons of the Advisor or the
Trust, cast in person at a meeting called for the purpose of such approval, and
either by a vote of the Board of Trustees or a majority of the outstanding
voting securities of Money Market Portfolio.

The Trustees and the shareholders of Government & Agency Securities Portfolio,
Tax-Exempt Portfolio and Treasury Portfolio approved amended and restated
investment management agreements (each an "Amended Management Agreement").

Each Amended Management Agreement continues in effect from year to year only if
its continuance is approved annually by the vote of a majority of those Trustees
who are not parties to such Amended Management Agreement or interested persons
of the Advisor or the Trust ("Independent Trustees" or "Non-interested
Trustees"), cast in person at a meeting called for the purpose of voting on such
approval, and either by a vote of the Trust's Trustees or of a majority of the
outstanding voting securities of a Portfolio.

In reviewing the terms of the Management Agreement and Amended Management
Agreements, and in discussions with the Advisor concerning such agreements, the
Trustees of each Trust who are not "interested persons" of the Advisor are
represented by independent counsel at the Portfolios' expense.

The Management Agreement. Pursuant to the Management Agreement between Money
Market Portfolio and the Advisor, the Advisor acts as its 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 Portfolio if elected to such positions. The Management Agreement
may be terminated at any time without payment of penalty by either party on
sixty days' written notice and automatically terminates in the event of its
assignment. To the extent permissible by law, the Advisor may appoint certain of
its affiliates as sub-advisors to perform certain of the Advisor's duties.

Under the Management Agreement, the Advisor regularly provides the Money Market
Portfolio with continuing investment management consistent with its investment
objective, policies and restrictions and determines what securities shall be
purchased, held or sold and what portion of its assets shall be held uninvested,
subject to the Trust's Declaration of Trust, By-Laws, the 1940 Act, the Internal
Revenue Code of 1986, as amended (the "Code") and to its investment objective,
policies and restrictions, and subject, further, to such policies and
instructions as the Board of Trustees of the Trust may from time to time
establish. The Advisor also advises and assists the officers of the Trust in
taking such steps as are necessary or appropriate to carry out the decisions of
its Trustees and the appropriate committees of the Trustees regarding the
conduct of the business of Money Market Portfolio.

Under the Management Agreement, the Advisor also renders administrative services
(not otherwise provided by third parties) necessary for Money Market Portfolio's
operations as an open-end investment company including, but not limited to,
preparing reports and notices to the Trustees and shareholders; supervising,
negotiating contractual arrangements with, and monitoring various third-party
service providers to the Trust (such as the Trust's transfer agent, pricing
agents, Custodian, accountants and others); preparing and making filings with
the SEC and other regulatory agencies; assisting in the preparation and filing
of the Trust's federal, state and local tax returns; preparing and filing the
Trust's federal excise tax returns; assisting with investor and public relations
matters; monitoring the valuation of securities and the calculation of net asset
value; monitoring the registration of shares of the Trust under applicable
federal and state securities laws; maintaining the Trust's books and records to
the extent not otherwise maintained by a third party; assisting in establishing
accounting policies of the Trust; assisting in the resolution of accounting and
legal issues; establishing and monitoring the Trust's operating budget;
processing the payment of the Trust's bills; assisting the Trust in, and
otherwise arranging for, the payment of distributions and dividends; and
otherwise assisting the Trust in the conduct of its business, subject to the
direction and control of the Trustees.

Under the Management Agreement, the Money Market Portfolio is responsible for
all of its other expenses including: organizational costs, fees and expenses
incurred in connection with membership in investment company organizations;
brokers' commissions; legal, auditing and accounting expenses; insurance; taxes
and governmental fees; the fees and expenses of the transfer agent; any other
expenses of issue, sale, underwriting, distribution, redemption or repurchase of
shares; the expenses of and the fees for registering or qualifying securities
for sale; the fees and expenses of Trustees, officers and employees of the
Portfolio who are not affiliated with the Advisor; the cost of printing and
distributing reports and notices to shareholders; and the fees and disbursements
of custodians. The Portfolio may arrange to have third parties assume all or
part of the expenses of sale, underwriting and distribution of shares of the
Portfolio. The Portfolio is also responsible for its expenses of shareholders'
meetings, the cost of responding to shareholders' inquiries, and its expenses
incurred in connection with litigation, proceedings and claims and the legal
obligation it may have to indemnify its officers and Trustees of the Portfolio
with respect thereto.

The Management Agreement provides that the Advisor shall not be liable for any
error of judgment or mistake of law or for any loss suffered by the Money Market
Portfolio in connection with matters to which the Management Agreement relates,
except a loss resulting from willful misfeasance, 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 Management
Agreement.

The Money Market Portfolio, or the Advisor (including any affiliate of the
Advisor), or both, may pay unaffiliated third parties for providing
recordkeeping and other administrative services with respect to accounts of
participants in retirement plans or other beneficial owners of Portfolio shares
whose interests are held in an omnibus account.

For the services and facilities furnished to the Money Market Portfolio, the
Money Market Portfolio pays a monthly investment management fee on a graduated
basis at 1/12 of 0.22% of the first $500 million of combined average daily net
assets of the Money Market Portfolio, Government & Agency Securities Portfolio
and Tax-Exempt Portfolio, 0.20% of the next $500 million, 0.175% of the next $1
billion, 0.16% of the next $1 billion and 0.15% of combined average daily net
assets of the Money Market Portfolio, Government & Agency Securities Portfolio
and Tax-Exempt Portfolio over $3 billion. The investment management fee is
computed based on average daily net assets of Government & Agency Portfolio,
Money Market Portfolio and Tax-Exempt Portfolio and allocated to the Money
Market Portfolio based upon the relative net assets of the Money Market
Portfolio.

The Amended Management Agreement:

Pursuant to each Amended Management Agreement between each of the Government &
Agency Securities Portfolio, Tax-Exempt Portfolio and Treasury Portfolio and the
Advisor, the Advisor provides continuing investment management of a Portfolio's
assets. In addition to the investment management of a Portfolio's assets, the
Advisor determines the investments to be made for a 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 a Portfolio's
policies as stated in its prospectus and SAI, or as adopted by the Portfolios'
Board. The Advisor will also monitor, to the extent not monitored by a
Portfolio's administrator or other agent, a Portfolio's compliance with its
investment and tax guidelines and other compliance policies.

The Advisor provides assistance to the Portfolios' Board in valuing the
securities and other instruments held by the Portfolios, to the extent
reasonably required by valuation policies and procedures that may be adopted by
the Portfolios.

Pursuant to each Amended Management Agreement (unless otherwise provided in the
Amended Management Agreement or as determined by a Portfolio's 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
Portfolios, including a Portfolio's share of payroll taxes, who are affiliated
persons of the Advisor.

Each Amended Management Agreement provides that a Portfolio is 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 Portfolio, the
Portfolio's custodian, or other agents of the Portfolio; taxes and governmental
fees; fees and expenses of the Portfolio'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 Portfolio; and litigation expenses and other
extraordinary expenses not incurred in the ordinary course of the Portfolio's
business.

Each Amended Management Agreement allows the Advisor to delegate any of its
duties under the Amended Management Agreement to a subadvisor, subject to a
majority vote of the Board of the Portfolios, including a majority of the
Independent Board Members, and, if required by applicable law, subject to a
majority vote of a Portfolio's shareholders.

Each Amended Management Agreement provides that the Advisor shall not be liable
for any error of judgment or mistake of law or for any loss suffered by a
Portfolio in connection with matters to which the Amended Management 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
Amended Management Agreement. The Amended Management Agreement 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 applicable Portfolio on 60
days' written notice.

For all services provided under its Amended Management Agreement, each Portfolio
pays the Advisor a fee, computed daily and paid monthly, at the annual rate as a
percentage of net assets shown below:

Portfolio                                               Management Fee Rate
---------                                               -------------------
Government & Agency Securities Portfolio(1),(2)         0.120% to $500 million
                                                      0.100% next $500 million
                                                      0.075% next $1.0 billion
                                                      0.060% next $1.0 billion
                                                         0.050% thereafter

Tax-Exempt Portfolio(1)                                0.120% to $500 million
                                                      0.100% next $500 million
                                                      0.075% next $1.0 billion
                                                      0.060% next $1.0 billion
                                                         0.050% thereafter

Treasury Portfolio                                             0.050%

(1)    The management fee is computed based on the combined average daily net
       assets of the Government & Agency Securities Portfolio, Money Market
       Portfolio and Tax-Exempt Portfolio, each a series of Cash Account Trust,
       and allocated to the Government & Agency Securities Portfolio and
       Tax-Exempt Portfolio based upon each Portfolio's relative net assets.
(2)    The Advisor has agreed to reduce its management fee such that after
       allocation of the fee to each series of Cash Account Trust the amount
       payable by Government & Agency Securities Portfolio will be limited to
       0.050% of its average daily net assets.

Prior to May 1, 2008, for services and facilities furnished to the Treasury
Portfolio of Investors Cash Trust, the Portfolio paid a monthly investment
management fee of 1/12 of 0.15% of average daily net assets of the Portfolio.
The investment management fee was computed based on the average daily net assets
of the Portfolio.

Prior to June 1, 2008, for the services and facilities furnished to Government &
Agency Securities Portfolio and Tax-Exempt Portfolio, each a portfolio of Cash
Account Trust, the Portfolios paid a monthly investment management fee on a
graduated basis at 1/12 of 0.22% of the first $500 million of combined average
daily net assets of the Trust, 0.20% of the next $500 million, 0.175% of the
next $1 billion, 0.16% of the next $1 billion and 0.15% of combined average
daily net assets of the Trust over $3 billion. The investment management fee was
computed based on average daily net assets of Government & Agency Securities
Portfolio, Money Market Portfolio and Tax-Exempt Portfolio and allocated among
each Portfolio based upon the relative net assets of each Portfolio. The monthly
fee payable by the portfolios was reduced to the extent necessary in order that
the amount payable by the Government & Agency Securities Portfolio, after
allocation of the fee to the portfolios, was limited to 1/12 of 0.15% of the
average daily net assets attributable to the Government & Agency Securities
Portfolio, with the effect of such fee reduction being applied only to the
Government & Agency Securities Portfolio.

Management Fees:

The Money Market Portfolio, Government & Agency Securities Portfolio and
Tax-Exempt Portfolio paid the Advisor fees of $7,571,490, $7,029,560 (of which
$707,785 was waived) and $2,665,307, respectively, for the fiscal year ended
April 30, 2009; $7,185,497, $6,714,907 (of which $419,682 was waived) and
$5,823,199, respectively for the fiscal year ended April 30, 2008; and
$7,459,820, $3,853,285 (of which $69,497 was waived) and $2,136,882 (of which
$22,576 was waived), respectively, for the fiscal year ended April 30, 2007.

The Treasury Portfolio incurred investment management fees of $2,557,778,
$2,084,142 and $109,218 for the fiscal years ended March 31, 2009, March 31,
2008 and March 31, 2007, respectively. For the fiscal year ended March 31, 2007,
the Advisor waived Treasury Portfolio's entire investment management fee.

Through May 20, 2010, the Advisor has contractually agreed to waive all or a
portion of its management fee and reimburse or pay operating expenses of the
Treasury Portfolio to the extent necessary to maintain the Treasury Portfolio's
total operating expenses for Premier Money Market Shares at 0.98% of average
daily net assets, excluding certain expenses such as extraordinary expenses,
taxes, brokerage and interest.

The Advisor has agreed to reduce its management fee such that after allocation
of the fee to each series of Cash Account Trust the amount payable by Government
& Agency Securities Portfolio is limited to 0.050% of its average daily net
assets.

From time to time, the Advisor may voluntarily waive or reimburse certain
operating expenses. This voluntary waiver or reimbursement may be terminated at
any time at the option of the Advisor.

From time to time, Deutsche Bank or an affiliate (collectively, "DB") may at its
sole discretion invest its own assets in shares of each Portfolio's
("proprietary investment") for such purposes it deems appropriate, including
investments designed to assist in the management of each Portfolio's portfolio.
Any proprietary investment may be hedged and, in that event, the return on the
proprietary investment, net of the effect of the hedge, would be expected to
differ from the return of each Portfolio. DB has no obligation to make any
proprietary investments and the amount of any proprietary investment that is
made may or may not be significant in comparison to the level of assets of each
Portfolio. In the event that a proprietary investment is made, except as
otherwise required under the Investment Company Act of 1940, DB would be
permitted to redeem the investment at such time that it deems appropriate.

Subadvisor Approval Policy. The Trustees and shareholders of Government & Agency
Securities Portfolio, Tax-Exempt Portfolio and Treasury Portfolio approved a
subadvisor policy for each of these Portfolios (the "Subadvisor Approval
Policy"). The Subadvisor Approval Policy permits the Advisor, subject to the
approval of the Board, including a majority of the Independent Board Members, to
terminate an existing subadvisor or sub-subadvisor and hire another subadvisor
or sub-subadvisor, as applicable, and materially amend an existing subadvisory
agreement or sub-subadvisory agreement without obtaining shareholder approval.
The Portfolios could not implement the Subadvisor Approval Policy without the
SEC granting the Portfolios exemptive relief. A number of other mutual fund
complexes have obtained exemptive relief with respect to an advisor's ability to
appoint, replace or amend the subadvisory agreement with unaffiliated
subadvisors and subadvisors that are wholly owned subsidiaries of the advisor.
However, exemptive relief with regard to an advisor's ability to appoint,
replace or amend the subadvisory agreement with a subadvisor, who is affiliated
with, but not a wholly owned subsidiary of, the advisor, without shareholder
approval, would be more expansive relief than previously granted by the SEC. In
addition, exemptive relief with regard to an advisor's ability to appoint,
replace or amend a sub-subadvisory agreement with a sub-advisor, without
shareholder approval, would be more expansive relief than previously obtained by
other mutual fund complexes. Accordingly, there can be no assurance that the
Portfolios' exemptive application will be granted by the SEC or that it will be
sufficiently broad to allow the Portfolios to implement the Subadvisor Approval
Policy as described above. The SEC also proposed Rule 15a-5 under the 1940 Act
in October 2003 to permit the appointment and termination of subadvisors and
amendments to subadvisory agreements without shareholder approval. No action has
been taken on proposed Rule 15a-5 under the 1940 Act since its proposal and
there is no assurances that the rule will be adopted as proposed. The Portfolios
and the Advisor will be subject to the conditions imposed by the SEC (either by
an exemptive order or as part of the final rule) whenever the Advisor acts under
the Subadvisor Approval Policy, including any shareholder notice requirements.

Code of Ethics

The Board of Trustees of each Trust has adopted a Code of Ethics pursuant to
Rule 17j-1 under the 1940 Act. Each Trust's Code of Ethics permits access
persons of the Portfolios (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
Portfolios, but requires compliance with the Code's pre-clearance requirements,
subject to certain exceptions. In addition, each Trust's Code of Ethics provides
for trading "blackout periods" that prohibit trading of personnel within periods
of trading by the Portfolios in the same security. Each Trust's 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 Portfolios' Distributor, DIDI)
have each adopted a Code of Ethics pursuant to 17j-1 under the 1940 Act (the
"Consolidated Code"). The Consolidated Code permits access persons to trade in
securities that may be purchased or held by the Portfolios 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 Portfolios 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.

Regulatory Matters and Legal Proceedings

On December 21, 2006, Deutsche Asset Management ("DeAM") settled proceedings
with the Securities and Exchange Commission ("SEC") and the New York Attorney
General on behalf of Deutsche Asset Management, Inc. ("DAMI") and DIMA, the
investment advisors to many of the DWS Investments funds, regarding allegations
of improper trading of fund shares at DeAM and at the legacy Scudder and Kemper
organizations prior to their acquisition by DeAM in April 2002. These regulators
alleged that although the prospectuses for certain funds in the regulators' view
indicated that the funds did not permit market timing, DAMI and DIMA breached
their fiduciary duty to those funds in that their efforts to limit trading
activity in the funds were not effective at certain times. The regulators also
alleged that DAMI and DIMA breached their fiduciary duty to certain funds by
entering into certain market timing arrangements with investors. These trading
arrangements originated in businesses that existed prior to the currently
constituted DeAM organization, which came together as a result of various
mergers of the legacy Scudder, Kemper and Deutsche fund groups, and all of the
arrangements were terminated prior to the start of the regulatory investigations
that began in the summer of 2003. No current DeAM employee approved these
trading arrangements. Under the terms of the settlements, DAMI and DIMA neither
admitted nor denied any wrongdoing.

The terms of the SEC settlement, which identified improper trading in the legacy
Deutsche and Kemper mutual funds only, provide for payment of disgorgement in
the amount of $17.2 million. The terms of the settlement with the New York
Attorney General provide for payment of disgorgement in the amount of $102.3
million, which is inclusive of the amount payable under the SEC settlement, plus
a civil penalty in the amount of $20 million. The total amount payable by DeAM,
approximately $122.3 million, will be distributed to shareholders of the
affected funds in accordance with a distribution plan to be developed by a
distribution consultant. The funds' investment advisors do not believe these
amounts will have a material adverse financial impact on them or materially
affect their ability to perform under their investment management agreements
with the DWS funds. The above-described amounts are not material to Deutsche
Bank, and have already been reserved.

Among the terms of the settled orders, DeAM is subject to certain undertakings
regarding the conduct of its business in the future, including formation of a
Code of Ethics Oversight Committee to oversee all matters relating to issues
arising under the advisors' Code of Ethics; establishment of an Internal
Compliance Controls Committee having overall compliance oversight responsibility
of the advisors; engagement of an Independent Compliance Consultant to conduct a
comprehensive review of the advisors' supervisory compliance and other policies
and procedures designed to prevent and detect breaches of fiduciary duty,
breaches of the Code of Ethics and federal securities law violations by the
advisors and their employees; and commencing in 2008, the advisors shall undergo
a compliance review by an independent third party.

In addition, DeAM is subject to certain further undertakings relating to the
governance of the mutual funds, including that at least 75% of the members of
the Boards of Trustees overseeing the DWS Funds continue to be independent of
DeAM; the Chairmen of the DWS Funds' Boards of Trustees continue to be
independent of DeAM; DeAM maintain existing management fee reductions for
certain funds for a period of five years and not increase management fees for
these certain funds during this period; the funds retain a senior officer (or
independent consultants, as applicable) responsible for assisting in the review
of fee arrangements and monitoring compliance by the funds and the investment
advisors with securities laws, fiduciary duties, codes of ethics and other
compliance policies, the expense of which shall be borne by DeAM; and periodic
account statements, fund prospectuses and the mutual funds' web site contain
additional disclosure and/or tools that assist investors in understanding the
fees and costs associated with an investment in the funds and the impact of fees
and expenses on fund returns.

DeAM has also settled proceedings with the Illinois Secretary of State regarding
market timing matters. The terms of the Illinois settlement provide for investor
education contributions totaling approximately $4 million and a payment in the
amount of $2 million to the Securities Audit and Enforcement Fund.

On September 28, 2006, the SEC and the National Association of Securities
Dealers ("NASD") (now known as the Financial Industry Regulatory Authority, or
"FINRA") announced final agreements in which Deutsche Investment Management
Americas Inc. ("DIMA"), Deutsche Asset Management, Inc. ("DAMI") and DWS Scudder
Distributors, Inc. (now known as DWS Investments Distributors, Inc. ("DIDI")
settled administrative proceedings regarding disclosure of brokerage allocation
practices in connection with sales of the DWS Funds' (now known as the DWS
Investments Funds) shares during 2001-2003. The agreements with the SEC and NASD
are reflected in orders which state, among other things, that DIMA and DAMI
failed to disclose potential conflicts of interest to the funds' Boards and to
shareholders relating to DIDI's use of certain funds' brokerage commissions to
reduce revenue sharing costs to broker-dealer firms with whom it had
arrangements to market and distribute DWS Fund shares. These directed brokerage
practices were discontinued in October 2003.

Under the terms of the settlements, in which DIMA, DAMI and DIDI neither
admitted nor denied any of the regulators' findings, DIMA, DAMI and DIDI agreed
to pay disgorgement, prejudgment interest and civil penalties in the total
amount of $19.3 million. The portion of the settlements distributed to the funds
was approximately $17.8 million and was paid to the funds as prescribed by the
settlement orders based upon the amount of brokerage commissions from each fund
used to satisfy revenue sharing agreements with broker-dealers who sold fund
shares.

As part of the settlements, DIMA, DAMI and DIDI also agreed to implement certain
measures and undertakings relating to revenue sharing payments including making
additional disclosures in the funds' Prospectuses or Statements of Additional
Information, adopting or modifying relevant policies and procedures and
providing regular reporting to the fund Boards.

Additional information announced by DeAM regarding the terms of the settlements
is available at www.dws-investments.com/regulatory_settlements.

The matters alleged in the regulatory settlements described above also serve as
the general basis of a number of private class action lawsuits involving the DWS
funds. These lawsuits name as defendants various persons, including certain DWS
funds, the funds' investment advisors and their affiliates, and certain
individuals, including in some cases fund Trustees, 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.

                           PORTFOLIO SERVICE PROVIDERS

Administrator

Government & Agency Securities Portfolio, Tax-Exempt Portfolio and Treasury
Portfolio each entered into an administrative services agreement with the
Advisor (the "Administrative Services Agreement"), pursuant to which the Advisor
provides administrative services to the Portfolio including, among others,
providing the Portfolio with personnel, preparing and making required filings on
behalf of the Portfolio, maintaining books and records for the Portfolio, and
monitoring the valuation of Portfolio securities. For all services provided
under the Administrative Services Agreement, each Portfolio pays the Advisor a
fee, computed daily and paid monthly, of 0.100% of the Portfolio's net assets.
For the period May 1, 2008 through March 31, 2009, the Advisor received an
administrative services fee of $4,402,475 for Treasury Portfolio. For the period
June 1, 2008 through April 30, 2009, the Advisor received an administrative
services fee of $11,512,052 and $3,939,411 for Government & Agency Securities
Portfolio and Tax-Exempt Portfolio, respectively.

Under the Administrative Services Agreement, the Advisor is obligated on a
continuous basis to provide such administrative services as the Board of a
Portfolio reasonably deems necessary for the proper administration of a
Portfolio. The Advisor provides a Portfolio with personnel; arranges for the
preparation and filing of a Portfolio's tax returns; prepares and submits
reports and meeting materials to the Board and a Portfolio's shareholders;
prepares and files updates to a Portfolio's prospectus and SAI as well as other
reports required to be filed by the SEC; maintains a Portfolio's records;
provides a 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 a
Portfolio; assists in the resolution of accounting issues that may arise with
respect to a Portfolio; establishes and monitors a Portfolio's operating expense
budgets; reviews and processes a Portfolio's bills; assists in determining the
amount of dividends and distributions available to be paid by a 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. The Advisor also
performs certain fund accounting services under the Administrative Services
Agreement. The Administrative Services Agreement provides that the Advisor 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 DIMA and State Street Bank and Trust Company
("SSB"), DIMA has delegated certain administrative functions to SSB. The costs
and expenses of such delegation are borne by DIMA, not by a Portfolio.

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

Pursuant to an underwriting and distribution services agreement (the
"Distribution Agreement"), DWS Investments Distributors, Inc. ("DIDI"), 222
South Riverside Plaza, Chicago, Illinois 60606, an affiliate of the Advisor,
serves as distributor and principal underwriter for each Trust to provide
information and services for existing and potential shareholders. The
Distribution Agreement provides that DIDI shall appoint various firms to provide
cash management services for their customers or clients through each Trust.

The Distribution Agreement will continue in effect from year to year so long as
such continuance is approved at least annually by a vote of the Board of
Trustees of the Trusts, including the Trustees who are not interested persons of
the Trusts and who have no direct or indirect financial interest in the
agreement. The Distribution Agreement automatically terminates in the event of
its assignment and may be terminated at any time without penalty by a Trust or
by DIDI upon 60 days' written notice. Termination of the Distribution Agreement
by a Trust may be by vote of a majority of the Board of Trustees, or a majority
of the Trustees who are not interested persons of the Trust and who have no
direct or indirect financial interest in the agreement, or a "majority of the
outstanding voting securities" of the Trust as defined under the 1940 Act.

As principal underwriter for the Portfolios, DIDI acts as agent of each
Portfolio in the continuous sale of that Portfolio's shares. DIDI pays all its
expenses under the Distribution Agreement including, without limitation,
services fees to firms that provide services related to the Portfolios. Each
Trust pays the cost for the prospectus and shareholder reports to be set in type
and printed for existing shareholders, and DIDI pays for the printing and
distribution of copies thereof used in connection with the offering of shares to
prospective investors. DIDI also pays for supplementary sales literature and
advertising costs. DIDI receives a distribution fee under the Rule 12b-1 Plan
for Premier Money Market Shares. (See "Rule 12b-1 Plans" below)

Administrative services are provided to the Portfolios under a Shareholder
Services Agreement (the "Services Agreement") with DIDI. DIDI bears all its
expenses of providing services pursuant to the Services Agreement. The Services
Agreement authorizes Premier Money Market Shares of each Portfolio to pay DIDI
an administrative service fee, payable monthly, at an annual rate of up to 0.25%
of average daily net assets of Premier Money Market Shares of a Portfolio.

DIDI enters into related administration services and selling group agreements
("services agreements") with firms to provide distribution, cash management and
other services for shareholders of the Premier Money Market Shares of each
Portfolio. Such services and assistance may include, but may not be limited to,
establishing and maintaining shareholder accounts and records, processing
purchase and redemption transactions, providing automatic investment in
Portfolio shares of client account balances, answering routine inquiries
regarding the Portfolio, assisting clients in changing account options,
designations and addresses, and such other services as may be agreed upon from
time to time and as may be permitted by applicable statute, rule or regulation.
DIDI normally pays such firms a distribution fee at a maximum annual rate of
0.25% and a service fee at a maximum annual rate of 0.25% of average daily net
assets of those accounts in the Premier Money Market Shares of the Portfolios
that they maintain and service. DIDI also may provide some of the above services
and may retain any portion of the fees under the Services Agreement not paid to
firms to compensate itself for distribution and administrative functions, as
applicable, performed for a Portfolio. Firms to which service fees may be paid
may include affiliates of DIDI. DIDI, in its discretion, may pay firms
additional amounts in connection with some or all of the services described
above.

During the fiscal year ended April 30, 2009 (March 31, 2009 for Treasury
Portfolio), Premier Money Market Shares of Money Market Portfolio, Government &
Agency Securities Portfolio, Tax-Exempt Portfolio and Treasury Portfolio paid
services fees of $5,007,517, $9,468,141, $1,414,937 and $340,003 (of which
$56,118 was waived), respectively.

During the fiscal year ended April 30, 2008 (March 31, 2008 for Treasury
Portfolio), Premier Money Market Shares of Money Market Portfolio, Government &
Agency Securities Portfolio, Tax-Exempt Portfolio and Treasury Portfolio paid
services fees of $4,093,317, $5,798,041, $612,755 and $184,273, respectively.

During the fiscal year ended April 30, 2007 (March 31, 2007 for Treasury
Portfolio), Premier Money Market Shares of Money Market Portfolio, Government &
Agency Securities Portfolio, Tax-Exempt Portfolio and Treasury Portfolio paid
services fees of $4,567,164, $4,421,042, $292,786 and $174,277, respectively.


Rule 12b-1 Plans

Each Portfolio has adopted for the Premier Money Market Shares a plan in
accordance with Rule 12b-1 under the 1940 Act (the "12b-1 Plans"). This rule
regulates the manner in which an investment company may, directly or indirectly,
bear the expenses of distributing shares. For its services under the
Distribution Agreement and pursuant to the 12b-1 Plans, each Portfolio pays DIDI
a distribution services fee, payable monthly, at the annual rate of 0.25% of
average daily net assets with respect to the Premier Money Market Shares of the
Portfolios. Expenditures by DIDI on behalf of Premier Money Market Shares of
each Portfolio need not be made on the same basis that such fees are allocated.
The fees are accrued daily as an expense of the Premier Money Market Shares.

The 12b-1 Plans may not be amended to increase the fee to be paid by the Premier
Money Market Shares of a Portfolio without approval by a majority of the
outstanding voting securities of the Premier Money Market Shares of such
Portfolio and all material amendments must in any event be approved by the Board
of Trustees in the manner described above with respect to the continuation of
the 12b-1 Plans. The 12b-1 Plans may be terminated for the Premier Money Market
Shares of a Portfolio at any time without penalty by a vote of the majority of
the Trustees who are not interested persons of the Trust and who have no direct
or indirect financial interest in the Plan, or by a vote of the majority of the
outstanding voting securities of the Premier Money Market Shares of that
Portfolio. The classes of the Portfolios of a Trust will vote separately with
respect to 12b-1 Plans.


During the fiscal year ended April 30, 2009 (March 31, 2009 for Treasury
Portfolio), Premier Money Market Shares of Money Market Portfolio, Government &
Agency Securities Portfolio, Tax-Exempt Portfolio and Treasury Portfolio paid
distribution fees of $5,007,517 (of which $315,641 was waived), $9,466,746 (of
which $2,901,955 was waived), $1,414,937 (of which $189,545 was waived) and
$340,003 (all of which was waived), respectively, for each Portfolio to
compensate firms for distribution services to Premier Money Market Shares of the
Portfolios and to pay for marketing and sales activities, production of sales
literature and promotional materials, prospectus printing and media advertising.


Custodian

State Street Bank and Trust Company ("SSB"), Lafayette Corporate Center, 2
Avenue De Lafayette, Boston, MA 02111 (the "Custodian"), as custodian, has
custody of all securities and cash of the Trusts. The Custodian attends to the
collection of principal and income, and payment for and collection of proceeds
of securities bought and sold by the Portfolios.

Transfer Agent

DWS Investments Service Company ("DISC" or the "Transfer Agent"), 210 West 10th
Street, Kansas City, Missouri 64105-1614, an affiliate of the Advisor, is the
transfer agent, dividend-paying agent and shareholder service agent for all
classes of the Portfolio. The Transfer Agent receives an annual service fee for
each account of the Portfolio, based on the type of account. For open retail
accounts, the fee is a flat fee ranging from $20.99 to $24.09 per account, for
open wholesale money funds the fee is $35.55 per account, while for certain
retirement accounts serviced on the recordkeeping system of ExpertPlan, Inc.,
the fee is a flat fee up to $3.91 per account (as of February 2009, 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 Portfolio. 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
Portfolio or are paid directly by the Portfolio. Certain additional
out-of-pocket expenses, including costs of computer hardware and software, third
party record-keeping fees in excess of 0.25%, and processing of proxy
statements, may only be reimbursed by the Fund/Portfolio with the prior approval
of the Portfolio's Board.


For the fiscal year ended April 30, 2009 (March 31, 2009 for Treasury
Portfolio), the amounts charged to each Portfolio's Premier Money Market Shares
by DISC were as follows:

Portfolio                                         Total            Amount Waived
---------                                         -----            -------------

Money Market Portfolio                        $5,007,163                  -
Government & Agency Securities Portfolio      $9,360,943                  -
Tax-Exempt Portfolio                          $1,414,937                  -
Treasury Portfolio                              $336,017                  -

For the fiscal year ended April 30, 2008 (March 31, 2008 for Treasury
Portfolio), the amounts charged to each Portfolio's Premier Money Market Shares
by DISC were as follows:

Portfolio                                                          Total

Money Market Portfolio                                         $3,980,386
Government & Agency Securities Portfolio                       $5,745,300
Tax-Exempt Portfolio                                             $616,794
Treasury Portfolio                                               $173,585

For the fiscal year ended April 30, 2007 (March 31, 2007 for Treasury
Portfolio), the amounts charged to each Portfolio's Premier Money Market Shares
by DISC were as follows:

Portfolio                                          Total           Amount Waived
---------                                          -----           -------------

Money Market Portfolio                         $5,090,511                 -
Government & Agency Securities Portfolio       $5,390,105                 -
Tax-Exempt Portfolio                             $299,469                 -
Treasury Portfolio                               $189,792           $30,825


Pursuant to a sub-transfer agency agreement between DISC and DST Systems, Inc.
("DST"), DISC has delegated certain transfer agent, dividend paying agent and
shareholder servicing agent functions to DST. The costs and expenses of such
delegation are borne by DISC, not by the Portfolios.

Legal Counsel

Vedder Price P.C., 222 North LaSalle Street, Chicago, Illinois 60601, serves a
legal counsel to the Portfolios.

Ropes & Gray LLP, One International Place, Boston, MA 02110-2624, serves as
counsel to the Independent Trustees.

Independent Registered Public Accounting Firm

The financial highlights of each Portfolio's Premier Money Market Shares
included in each Portfolio's prospectus and the financial statements
incorporated by reference in this SAI have been so included or incorporated by
reference in reliance on the report of Ernst & Young LLP, 200 Clarendon Street,
Boston, MA 02116, Independent Registered Public Accounting Firm, given on said
firm as experts in auditing and accounting. Ernst & Young LLP audits the
financial statements of the Portfolios and provides other audit, tax and related
services. Shareholders will receive annual audited financial statements and
semiannual unaudited financial statements.

Fund Accounting Agent

DWS Investments Fund Accounting Corporation ("DIFA"), One Beacon Street, Boston,
Massachusetts, 02108, a subsidiary of the Advisor, is responsible for
determining the daily net asset value per share of the Money Market Portfolio
and maintaining portfolio and general accounting records. Currently, DIFA
receives no fee for its services to the Money Market Portfolio; however, subject
to Board approval, at some time in the future, DIFA may seek payment for its
services under the fund accounting agreement.

Pursuant to an agreement among the Advisor, DIFA and SSB (the "Sub-Accounting
and Sub-Administrator Agreement"), DIFA and the Advisor have delegated certain
fund accounting functions to SSB under the fund accounting agreement. The costs
and expenses of such delegation are borne by the Advisor and DIFA, not by the
Money Market Portfolio.

                             PORTFOLIO TRANSACTIONS


The Advisor is generally responsible for placing the orders for the purchase and
sale of portfolio securities, including the allocation of brokerage.

The policy of the Advisor in placing orders for the purchase and sale of
securities for the Portfolios 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
Portfolios 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
Portfolios to their customers. However, the Advisor does not consider sales of
shares of the Portfolios as a factor in the selection of broker-dealers to
execute portfolio transactions for the Portfolios and, accordingly, has
implemented policies and procedures reasonably designed to prevent its traders
from considering sales of shares of the Portfolios as a factor in the selection
of broker-dealers to execute portfolio transactions for the Portfolios.

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) of the 1934 Act and interpretations
thereunder. Provided a Subadvisor is acting in accordance with any instructions
and directions of the Advisor or the Board, the Subadvisor is authorized to pay
a broker or dealer who provides third party brokerage and research services a
commission for executing a portfolio transaction for a Portfolio, if the
Subadvisor determines in good faith that such commission was reasonable in
relation to the value of the third party brokerage and research services
provided by such broker or dealer.


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, a Portfolio, in other cases it is believed
that the ability to engage in volume transactions will be beneficial to a
Portfolio.

DIMA and its affiliates and the Portfolios' 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 Portfolios and
receive brokerage commissions or other transaction-related compensation from the
Portfolios 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 Portfolios' Boards, 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 Portfolios
a rate consistent with that charged to comparable unaffiliated customers in
similar transactions.

During the last three fiscal years the Portfolios paid no portfolio brokerage
commissions.

                        PURCHASE AND REDEMPTION OF SHARES

General Information

Policies and procedures affecting transactions in Portfolio 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 a Portfolio's agents. Transaction delays in
processing (and changing account features) due to circumstances within or beyond
the control of a Portfolio and its agents may occur. Shareholders (or their
financial service 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 be genuine.

A distribution will be reinvested in shares of the same Portfolio and class if
the distribution check is returned as undeliverable.

Orders will be confirmed at a price based on the net asset value of the
Portfolio next determined after receipt in good order by DIDI of the order
accompanied by payment. However, orders received by dealers or other financial
services firms prior to the determination of net asset value and received in
good order by DIDI prior to the close of its business day will be confirmed at a
price based on the net asset value effective on that day ("trade date").

Use of Financial Service Firms. Investment dealers and other firms ("Firms")
provide varying arrangements for their clients to purchase and redeem a
Portfolio'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 a Portfolio's shares in nominee or street name as agent for and on behalf
of their customers. In such instances, a Portfolio's transfer agent, DISC (the
"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. Each
Portfolio has authorized the Shareholder Service Agent to pay to these Firms,
out of a Portfolio's assets, up to 0.25 of 1% 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 a Portfolio and other similar functions.
These Firms also coordinate with the Transfer Agent in connection with a
Portfolio'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.

Each Portfolio has authorized one or more financial service institutions,
including certain members of the Financial Industry Regulatory Authority other
than the Distributor ("financial institutions"), to accept purchase and
redemption orders for a Portfolio's shares. Such financial institutions may also
designate other parties, including plan administrator intermediaries, to accept
purchase and redemption orders on a Portfolio's behalf. Orders for purchases or
redemptions will be deemed to have been received by the Portfolio when such
financial institutions or, if applicable, their authorized designees accept the
orders. Subject to the terms of the contract between a Portfolio and the
financial institution, ordinarily orders will be priced at a Portfolio's net
asset value next computed after acceptance by such financial institution or its
authorized designees and accepted by a Portfolio. Further, if purchases or
redemptions of a Portfolio'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 Trustees and the Distributor, also the Portfolio's principal
underwriter, each has the right to limit the amount of purchases by, and to
refuse to sell to, any person. The Trustees and the Distributor may suspend or
terminate the offering of shares of a Portfolio at any time for any reason.

DIDI has adopted an Incentive Plan (the "Plan") covering wholesalers that are
regional vice presidents ("DWS Investments Wholesalers"). Generally, DWS
Investments Wholesalers market shares of the DWS funds to financial advisors,
who in turn may recommend that investors purchase shares of a DWS fund. The Plan
is an incentive program that combines a monthly incentive component with a
quarterly strategic bonus component. Under the Plan, DWS Investments Wholesalers
will receive a monetary monthly incentive based on the amount of sales generated
from their marketing of the funds, and that incentive will differ depending on
the product category of the fund. Each fund is assigned to one of three product
categories -- "Focus list funds," "Extended list funds" or "Index funds" --
taking into consideration, among other things, the following criteria, where
applicable:

o        The fund's consistency with DWS Investments' branding and long-term
         strategy.
o        The fund's competitive performance;
o        The fund's Morningstar rating;
o        The length of time the fund's portfolio
         managers have managed the fund/strategy
o        Market size for the fund category;
o        The fund's size, including sales and
         redemptions of the fund's shares

This information and other factors are presented to a committee comprised of
representatives from various groups within DWS Investments, who review on a
quarterly basis the funds assigned to each product category described above, and
make any changes to those assignments at that time. No one factor, whether
positive or negative, determines a fund's placement in a given category; all
these factors together are considered, and the designation of funds on the Focus
list and Extended list represents management's judgment based on the above
criteria. In addition, management may consider a fund's profile over the course
of several review periods before making a change to its category assignment.
These category assignments will be posted quarterly to the DWS funds' Web site
at www.dws-investments.com, approximately one month after the end of each
quarter. DWS Investments Wholesalers receive the highest compensation for Focus
list funds, less for Extended list funds and the lowest for Index funds. The
level of compensation among these categories may differ significantly.

In the normal course of business, DWS Investments will from time to time
introduce new funds into the DWS family of funds. As a general rule, new funds
will be assigned to the Focus list compensation category. As described above,
the fund category assignments are reviewed periodically and are subject to
change.

The prospect of receiving, or the receipt of, additional compensation by a DWS
Investments Wholesaler under the Plan may provide an incentive to favor
marketing the Focus list or Extended list funds over Index funds. The Plan,
however, will not change the price that investors pay for shares of a fund. The
DWS Investments Compliance Department monitors DWS Investments Wholesaler sales
and other activity in an effort to detect unusual activity in the context of the
compensation structure under the Plan. However, investors may wish to take the
Plan and the product category of the fund into account when considering
purchasing a fund or evaluating any recommendations relating to fund shares.


Purchase of Shares

Shares of each Portfolio are sold at net asset value through selected financial
services firms, such as broker-dealers and banks ("firms"). Investors must
indicate the Portfolio in which they wish to invest. Each Portfolio has
established a minimum initial investment for Premier Money Market Shares of each
Portfolio of $1,000 and $100 for subsequent investments, but these minimums may
be changed at anytime in management's discretion. Firms offering Portfolio
shares may set different minimums for accounts they service and may change such
minimums at their discretion. The Trusts may waive the minimum for purchases by
trustees, directors, officers or employees of the Trusts or the Advisor and its
affiliates.

Each Portfolio seeks to have their investment portfolios as fully invested as
possible at all times in order to achieve maximum income. Since each Portfolio
will be investing in instruments that normally require immediate payment in
Federal Funds (monies credited to a bank's account with its regional Federal
Reserve Bank), each Portfolio has adopted procedures for the convenience of its
shareholders and to ensure that each Portfolio receives investable funds. An
investor wishing to open an account should use the Account Information Form
available from a Trust or financial services firms. Orders for the purchase of
shares that are accompanied by a check drawn on a foreign bank (other than a
check drawn on a Canadian bank in US Dollars) will not be considered in proper
form and will not be processed unless and until a Portfolio determines that it
has received payment of the proceeds of the check. The time required for such a
determination will vary and cannot be determined in advance.

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 "Policies You Should Know About" in the Portfolios'
prospectus.

Please contact your financial advisor for wire instructions and purchase orders.

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 Portfolio shares or the retention and/or servicing of
investors and Portfolio 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
Portfolio, to financial advisors in connection with the sale and/or distribution
of Portfolio shares or the retention and/or servicing of Portfolio investors and
Portfolio 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
portfolio, any record keeping/sub-transfer agency/networking fees payable by
each Portfolio (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 Portfolio with
"shelf space" or access to a third party platform or portfolio offering list, or
other marketing programs including, without limitation, inclusion of each
Portfolio 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 Portfolio
attributable to the financial advisor, the particular portfolio or portfolio
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 Portfolio serviced and maintained by the financial advisor, .05%
to .25% of sales of the Portfolio 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 Portfolio or of any particular
share class of the Portfolio. 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 Portfolio.

The Advisor, the Distributor and/or their affiliates may also make such revenue
sharing payments to financial advisors under the terms discussed above in
connection with the distribution of both DWS funds and non-DWS funds by
financial advisors to retirement plans that obtain record keeping services from
ADP, Inc. on the DWS Investments branded retirement plan platform (the
"Platform") with the level of revenue sharing payments being based upon sales of
both the DWS funds and the non-DWS funds by the financial advisor on the
Platform or current assets of both the DWS funds and the non-DWS funds serviced
and maintained by the financial advisor on the Platform.

As of the date hereof, each Portfolio has been advised that the Advisor, the
Distributor and their affiliates expect that the following firms will receive
revenue sharing payments at different points during the coming year as described
above:

Channel: Broker-Dealers and Financial Advisors
----------------------------------------------
AIG Advisors Group
Ameriprise
Cadaret, Grant & Co. Inc.
Capital Analyst, Incorporated
Citigroup Global Markets, Inc. (dba Smith Barney)
Commonwealth Equity Services, LLP (dba Commonwealth
Financial Network)
Deutsche Bank Group
Ensemble Financial Services
First Allied Securities
First Clearing/Wachovia Securities
HD Vest Investment Securities, Inc.
ING Advisors Network
John Hancock Distributors LLC
LPL Financial
M.L. Stern & Co.
Meridien Financial Group
Merrill Lynch, Pierce, Fenner & Smith Inc.
Morgan Stanley
Oppenheimer & Co., Inc.
PlanMember Services
Prime Capital Inc.
Raymond James & Associates
Raymond James Financial Services
RBC Dain Rauscher, Inc
Securities America, Inc.
UBS Financial Services
Wells Fargo Investments, LLC

Channel: Cash Product Platform
------------------------------
Allegheny Investments LTD
Bank of America
Bank of New York (Hare & Co.)
BMO Capital Markets
Brown Brothers Harriman
Brown Investment Advisory & Trust Company
Cadaret Grant & Co.
Chicago Mercantile Exchange
D.A. Davidson & Company
Deutsche Bank Group
Emmett A. Larkin Company
Fiduciary Trust Co. - International
First Southwest Company
J.P. Morgan Clearing Corp.
Legent Clearing LLC
Lincoln Investment Planning
LPL Financial
Mellon Financial Markets LLC
Mesirow Financial, Inc.
Penson Financial Services
Pershing Choice Platform
ProFunds Distributors, Inc.
Ridge Clearing & Outsourcing Solutions
Robert W. Baird & Co.
Romano Brothers and Company
SAMCO Capital Markets
Smith Moore & Company
Sungard Institutional Brokerage Inc.
Treasury Curve LLC
US Bancorp
UBS Financial Services
William Blair & Company

Channel: Third Party Insurance Platforms
----------------------------------------
Allstate Life Insurance Company of New York
Ameritas Life Insurance Group
Annuity Investors Life Insurance Company
Columbus Life Insurance Company
Commonwealth Annuity and Life Insurance Company
Companion Life Insurance Company
Connecticut General Life Insurance Company
EquiTrust Life Insurance Company
Farm Bureau Life Insurance Company
Farmers New World Life Insurance Company
Fidelity Security Life Insurance Company
First Allmerica Financial Life Insurance Company
First Great West Life and Annuity Company
Genworth Life Insurance Company of New York
Genworth Life and Annuity Insurance Company
Great West Life and Annuity Insurance Company
Hartford Life Insurance Company
Integrity Life Insurance Company
John Hancock Life Insurance companies
Kemper Investors Life Insurance Company
Lincoln Benefit Life Insurance Company
Lincoln Life & Annuity Company of New York
Lincoln National Life Insurance Company
Massachusetts Mutual Life Insurance Group
MetLife Group
Minnesota Life Insurance Company
National Life Insurance Company
National Integrity Life Insurance Company
Nationwide Group
New York Life Insurance and Annuity Corporation
Phoenix Life Insurance Company
Protective Life Insurance
Provident Mutual Life Insurance
Prudential Insurance Company of America
Sun Life Group
Symetra Life Insurance Company
Transamerica Life Insurance Company
Union Central Life Insurance Company
United of Omaha Life Insurance Company
United Investors Life Insurance Company
Western Southern Life Assurance Company

Any additions, modifications or deletions to the financial advisors identified
above that have occurred since the date hereof are not reflected.

The Advisor, the Distributor or their affiliates may enter into additional
revenue sharing arrangements or change or discontinue existing arrangements with
financial advisors at any time without notice.

The prospect of receiving, or the receipt of additional compensation or
promotional incentives described above by financial advisors may provide such
financial advisors and/or their salespersons with an incentive to favor sales of
shares of the DWS funds or a particular DWS fund over sales of shares of mutual
funds (or non-mutual fund investments) with respect to which the financial
advisor does not receive additional compensation or promotional incentives, or
receives lower levels of additional compensation or promotional incentives.
Similarly, financial advisors may receive different compensation or incentives
that may influence their recommendation of any particular share class of a
Portfolio or of other portfolios. These payment arrangements, however, will not
change the price that an investor pays for Portfolio shares or the amount that a
Portfolio receives to invest on behalf of an investor and will not increase
Portfolio expenses. You may wish to take such payment arrangements into account
when considering and evaluating any recommendations relating to Portfolio 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 a
Portfolio 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 a Portfolio. 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.


Redemption of Shares

General. Although it is each Portfolio's present policy to redeem in cash, a
Portfolio (for Money Market Portfolio, Government & Agency Securities Portfolio,
and Treasury Portfolio, upon consent of a redeeming shareholder), may pay the
redemption price by a distribution of portfolio securities in lieu of cash, in
conformity with the applicable regulatory requirements, taking such securities
at the same value used to determine net asset value, and selecting the
securities in such manner as may be deemed fair and equitable. If such a
distribution occurs, 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 redemption would not be liquid as a
redemption entirely in cash. Each Trust has elected to be governed by Rule 18f-1
under the 1940 Act pursuant to which the Trust is obligated to redeem shares of
a Portfolio solely in cash up to the lesser of $250,000 or 1% of the net assets
of that Portfolio during any 90-day period for any one shareholder of record.

If shares of a Portfolio to be redeemed were purchased by check or through
certain Automated Clearing House ("ACH") transactions, the Portfolio 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 Portfolio of the purchase amount. Shareholders may not use
ACH or Redemption Checks (defined below) until the shares being redeemed have
been owned for at least 10 days and shareholders may not use such procedures to
redeem shares held in certificated form. There is no delay when shares being
redeemed were purchased by wiring Federal Funds.

If shares being redeemed were acquired from an exchange of shares of a mutual
fund that were offered subject to a contingent deferred sales charge as
described in the prospectus for that other fund, the redemption of such shares
by a Portfolio may be subject to a contingent deferred sales charge as explained
in such prospectus.

Shareholders can request the following telephone privileges: expedited wire
transfer redemptions, ACH transactions and exchange transactions for individual
and institutional accounts and pre-authorized telephone redemption transactions
for certain institutional accounts. Shareholders may choose these privileges on
the account application or by contacting the Shareholder Service Agent for
appropriate instructions. Please note that the telephone exchange privilege is
automatic unless the shareholder refuses it on the account application. Each
Portfolio 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 a Portfolio or its agents reasonably believe, based upon
reasonable verification procedures, that the telephone instructions are genuine.
The shareholder will bear the risk of loss, resulting from fraudulent or
unauthorized transactions, as long as the reasonable verification procedures are
followed. The verification procedures include recording instructions, requiring
certain identifying information before acting upon instructions and sending
written confirmations.

Each Portfolio reserves the right to redeem an account that falls below the
minimum investment level. Thus, a shareholder who makes only the minimum initial
investment and then redeems any portion thereof might have the account redeemed.
A shareholder will be notified in writing and will be allowed 60 days to make
additional purchases to bring the account value up to the minimum investment
level before a Portfolio redeems the shareholder account.

Financial services firms provide varying arrangements for their clients to
redeem Portfolio shares. Such firms may independently establish and charge
amounts to their clients for such services.

Regular Redemptions. When shares are held for the account of a shareholder by a
Portfolio's transfer agent, the shareholder may redeem them by sending a written
request with signatures guaranteed to DWS Investments Service Company,
Attention: Transaction Processing, P.O. Box 219153, Kansas City, Missouri 64121.
When certificates for shares have been issued, they must be mailed to or
deposited with the Shareholder Service Agent, along with a duly endorsed stock
power and accompanied by a written request for redemption. Redemption requests
and a stock power must be endorsed by the account holder with signatures
guaranteed by a commercial bank, trust company, savings and loan association,
federal savings bank, member firm of a national securities exchange or other
eligible financial institution. The redemption request and stock power must be
signed exactly as the account is registered including any special capacity of
the registered owner. 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, trustees or guardians.

Redemption by Check/ACH Debit Disclosure. The Portfolios will accept Automated
Clearing House ("ACH") debit entries for accounts that have elected the
checkwriting 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 a Portfolio upon receipt of
an ACH debit entry referencing your account number, to redeem Portfolio shares
in your account to pay the entry to the third party originating the debit. The
Portfolio 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. A Portfolio, the Portfolio'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; a Portfolio will not be able to honor an
ACH debit entry if sufficient funds are not available. ACH debit entry
transactions to your Portfolio account should not be initiated or authorized by
you in amounts exceeding the amount of shares of a Portfolio then in the account
and available for redemption. A Portfolio 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 Portfolio 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 a Portfolio 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 have told a Portfolio 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, a
Portfolio may also require that you put your request in writing so that a
Portfolio will receive it within 14 days after you call. If you order a
Portfolio to stop one of these payments three (3) business days or more before
the transfer is scheduled and a Portfolio does not do so, a Portfolio 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. 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.

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 Portfolio 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 a Portfolio sent you the first
Portfolio 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 a Portfolio 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 a Portfolio or
Shareholder Service Agent could have stopped someone from taking that money if
you had notified the Shareholder Service Agent in time.

Tell us your name and account number. Describe the error or the transfer you are
unsure about, and explain 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 Portfolio 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 a Portfolio, a Portfolio's named transfer agent or the Shareholder
Service Agent does not complete a transfer from your account on time or in the
correct amount according to a Portfolio's agreement with you, a Portfolio may be
liable for your losses or damages. A Portfolio 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, a Portfolio's liability shall not exceed the
amount of the transfer in question.

A Portfolio, the Portfolio's named 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 a Portfolio written
permission.

The acceptance and processing of ACH debit entry transactions is established
solely for your convenience and a Portfolio reserves the right to suspend,
terminate or modify your ability to redeem fund 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.

Telephone Redemptions. If the proceeds of the redemption are $50,000 or less and
the proceeds are payable to the shareholder 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, guardian and custodian account
holders, provided the trustee, executor, guardian or custodian 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, provided that this
privilege has been pre-authorized by the institutional account holder or
guardian account holder by written instruction to the Shareholder Service Agent
with signatures guaranteed. Telephone requests may be made by calling (800)
231-8568. Shares purchased by check or through certain ACH transactions may not
be redeemed under this privilege of redeeming shares by telephone request until
such check has cleared or, if a purchase is made by ACH, the funds will be
placed under a 10 day calendar hold to ensure good funds. 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 certificate 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
Shareholder Service Agent by telephone, it may be difficult to use the telephone
redemption privilege, although investors can still redeem by mail. Each
Portfolio reserves the right to terminate or modify this privilege at any time.

Redemptions By Draft. Upon request, shareholders will be provided with drafts to
be drawn on a Portfolio ("Redemption Checks"). These Redemption Checks may be
made payable to the order of any person for not more than $5 million.
Shareholders should not write Redemption Checks in an amount less than $100.
When a Redemption Check is presented for payment, a sufficient number of full
and fractional shares in the shareholder's account will be redeemed as of the
next determined net asset value to cover the amount of the Redemption Check.
This will enable the shareholder to continue earning dividends until a Portfolio
receives the Redemption Check. A shareholder wishing to use this method of
redemption must complete and file an Account Application which is available from
each Portfolio or firms through which shares were purchased. Redemption Checks
should not be used to close an account since the account normally includes
accrued but unpaid dividends. Each Portfolio reserves the right to terminate or
modify this privilege at any time. This privilege may not be available through
some firms that distribute shares of each Portfolio. In addition, firms may
impose minimum balance requirements in order to offer this feature. Firms may
also impose fees to investors for this privilege or establish variations of
minimum check amounts if approved by each Portfolio.

Unless one signer is authorized on the Account Application, Redemption Checks
must be signed by all account holders. Any change in the signature authorization
must be made by written notice to the Shareholder Service Agent. Shares
purchased by check or through certain ACH transactions may not be redeemed by
Redemption Check until the shares have been owned for at least 10 days.
Shareholders may not use this procedure to redeem shares held in certificate
form. Each Portfolio reserves the right to terminate or modify this privilege at
any time.

A Portfolio may refuse to honor Redemption Checks whenever the right of
redemption has been suspended or postponed, or whenever the account is otherwise
impaired. A $10 service fee will be charged when a Redemption Check is presented
to redeem Portfolio shares in excess of the value of a Portfolio account or in
an amount less than $100; when a Redemption Check is presented that would
require redemption of shares that were purchased by check or certain ACH
transactions within 10 days; or when "stop payment" of a Redemption Check is
requested.

Special Redemption Features. Certain firms that offer Premier Money Market
Shares of a Portfolio also provide special redemption features through charge or
debit cards and checks that redeem Portfolio Premier Money Market Shares.
Various firms have different charges for their services. Shareholders should
obtain information from their firm with respect to any special redemption
features, applicable charges, minimum balance requirements and special rules of
the cash management program being offered.

Special Features

Exchange Privilege. Shareholders may request a taxable exchange of their shares
for shares of the corresponding class of other DWS Funds without imposition of a
sales charge, subject to the provisions below.

Shareholders who exchange their shares out of a DWS money market fund (not
including shares acquired by dividend reinvestment or by exchange from Class A
shares of another DWS fund) into Class A shares of certain other DWS funds, will
generally be subject to the applicable sales charge.

Certain DWS funds may not be available to shareholders on an exchange. To learn
more about which DWS funds may be available on exchange, please contact your
financial services firm or visit our Web site at: www.dws-investments.com or
call (800) 231-8568.

Shareholders may obtain prospectus(es) of the DWS fund they are exchanging into
from dealers, other firms or DIDI.


Automatic Withdrawal Program. An owner of $5,000 or more of a Portfolio's shares
may provide for the payment from the owner's account of any requested dollar
amount up to $50,000 to be paid to the owner or the owner's designated payee
monthly, quarterly, semiannually or annually. The $5,000 minimum account size is
not applicable to Individual Retirement Accounts ("IRAs"). Dividend
distributions will be reinvested automatically at net asset value. A sufficient
number of full and fractional shares will be redeemed to make the designated
payment. Depending upon the size of the payments requested, redemptions for the
purpose of making such payments may reduce or even exhaust the account. The
program may be amended on thirty days notice by a Portfolio and may be
terminated at any time by the shareholder or a Portfolio. Firms provide varying
arrangements for their clients to redeem shares of a Portfolio on a periodic
basis. Such firms may independently establish minimums for such services.

Tax-Sheltered Retirement Programs. The Shareholder Service Agent provides
retirement plan services and documents and DIDI can establish your account in
any of the following types of retirement plans:

o        IRAs trusteed by SSB. This includes Simplified Employee Pension Plan
         (SEP) IRA accounts and prototype documents.

o        403(b) Custodial Accounts also trusteed by SSB. 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 contribution per participant is the
         lesser of 25% of compensation or $30,000.

Brochures describing the above plans as well as providing model defined benefit
plans, target benefit plans, 457 plans, 401(k) plans and materials for
establishing them are available from the Shareholder Service Agent upon request.
Financial services firms offering the Portfolios may have their own documents.
Please contact the financial services firm from which you received this SAI for
more information. Investors should consult with their own tax advisors before
establishing a retirement plan.

Electronic Funds Transfer Programs. For your convenience, each Trust has
established several investment and redemption programs using electronic funds
transfer via the Automated Clearing House (ACH). There is currently no charge by
either Trust for these programs. To use these features, your financial
institution (your employer's financial institution in the case of payroll
deposit) must be affiliated with an Automated Clearing House (ACH). This ACH
affiliation permits the Shareholder Service Agent to electronically transfer
money between your bank account, or employer's payroll bank in the case of
Direct Deposit, and your account. Your bank's crediting policies of these
transferred funds may vary. These features may be amended or terminated at any
time by the Trusts. Shareholders should contact DWS Investments Service Company
at (800) 231-8568 or the financial services firm through which their account was
established for more information. These programs may not be available through
some firms that distribute shares of the Portfolios.

                                    DIVIDENDS

Dividends are declared daily and paid monthly. Shareholders will receive
dividends in additional shares unless they elect to receive cash. Dividends will
be reinvested monthly in shares of a Portfolio at the net asset value normally
on the last business day of each month for the Portfolios if a business day,
otherwise on the next business day. Dividends are treated the same for federal
income tax purposes whether received in cash or reinvested in additional shares.
A Portfolio will pay shareholders who redeem their entire accounts all unpaid
dividends at the time of the redemption not later than the next dividend payment
date. Upon written request to the Shareholder Service Agent, a shareholder may
elect to have Portfolio dividends invested without sales charge in shares of
another DWS Mutual Fund offering this privilege at the net asset value of such
other fund. See "Special Features -- Exchange Privilege" for a list of such
other DWS Mutual Funds. To use this privilege of investing Portfolio dividends
in shares of another DWS Mutual Fund, shareholders must maintain a minimum
account value of $1,000 in this Portfolio and must maintain a minimum account
value of $1,000 in the fund in which dividends are reinvested.

Each Portfolio calculates its dividends based on its daily net investment
income. For this purpose, the net investment income of a Portfolio generally
consists of (a) accrued interest income plus or minus amortized discount or
premium (excluding market discount for the Tax-Exempt Portfolio), (b) plus or
minus all short-term realized gains and losses on investments and (c) minus
accrued expenses allocated to the Portfolio. Expenses of each Portfolio are
accrued each day. Dividends are reinvested monthly and shareholders will receive
monthly confirmations of dividends and of purchase and redemption transactions
except that confirmations of dividend reinvestment for IRAs and other fiduciary
accounts for which SSB acts as trustee will be sent quarterly.

If the shareholder elects to receive dividends in cash, checks will be mailed
monthly, within five business days of the reinvestment date (described below),
to the shareholder or any person designated by the shareholder. At the option of
the shareholder, cash dividends may be sent by Federal Funds wire. Shareholders
may request to have dividends sent by wire on the Account Application or by
contacting the Shareholder Service Agent (see "Purchase of Shares"). A Portfolio
reinvests dividend checks (and future dividends) in shares of the Portfolio if
checks are returned as undeliverable. Dividends and other distributions in the
aggregate amount of $10 or less are automatically reinvested in shares of a
Portfolio unless the shareholder requests that such policy not be applied to the
shareholder's account.

                                      TAXES

The following is intended to be a general summary of certain federal income tax
consequences of investing in the Portfolios. It is not intended as a complete
discussion of all such consequences, nor does it purport to deal with all
categories of investors or foreign, state or local taxes. Investors are
therefore advised to consult with their tax advisors before making an investment
in a Portfolio.

Taxable Portfolios. The Money Market Portfolio, the Government & Agency
Securities Portfolio and the Treasury Portfolio have elected to be treated and
have qualified, and each intend to continue to qualify, as a regulated
investment company under Subchapter M of the Internal Revenue Code (the "Code"),
and, if so qualified, will not be subject to federal income taxes to the extent
its earnings are distributed. Dividends derived from interest and short-term
capital gains are taxable to shareholders as ordinary income whether received in
cash or reinvested in additional shares. Long-term capital gains distributions,
if any, are taxable as long-term capital gains regardless of the length of time
shareholders have owned their shares. Dividends from these Portfolios are not
expected to be treated as qualified dividend income or qualify for the dividends
received deduction available to corporate shareholders.

Tax-Exempt Portfolio. The Tax-Exempt Portfolio has elected to be treated and has
qualified, and intends to continue to qualify, under the Code as a regulated
investment company and, if so qualified, will not be liable for federal income
taxes to the extent its earnings are distributed. This Portfolio also intends to
meet the requirements of the Code applicable to regulated investment companies
distributing tax-exempt interest dividends and, accordingly, dividends
representing net tax-exempt interest received by the Portfolio will not be
included by shareholders in their gross income for federal income tax purposes,
except to the extent such interest is subject to the alternative minimum tax as
discussed below. In order for the Portfolio to qualify to pay exempt-interest
dividends, the Code requires that at the close of each quarter of the
Portfolio's taxable year, at least 50 percent of the value of the Portfolio's
total assets consist of obligations the interest on which is exempt from federal
income tax. Dividends representing taxable net investment income (such as net
interest income from temporary investments in obligations of the US Government)
and net short-term capital gains, if any, are taxable to shareholders as
ordinary income. Net interest on certain "private activity bonds" issued on or
after August 8, 1986 is treated as an item of tax preference and may, therefore,
be subject to both the individual and corporate alternative minimum tax. To the
extent provided by regulations to be issued by the Secretary of the Treasury,
exempt-interest dividends from the Tax-Exempt Portfolio are to be treated as
interest on private activity bonds in proportion to the interest income the
Portfolio receives from private activity bonds, reduced by allowable deductions.

Exempt-interest dividends, except to the extent of interest from "private
activity bonds," are not treated as a tax-preference item. For a corporate
shareholder, however, such dividends will be included in determining such
corporate shareholder's "adjusted current earnings." Seventy-five percent of the
excess, if any, of "adjusted current earnings" over the corporate shareholder's
other alternative minimum taxable income with certain adjustments will be a
tax-preference item. Corporate shareholders are advised to consult their tax
advisors with respect to alternative minimum tax consequences.

Shareholders will be required to disclose on their federal income tax returns
the amount of tax-exempt interest earned during the year, including
exempt-interest dividends received from the Tax-Exempt Portfolio.

Individuals whose modified income exceeds a base amount will be subject to
federal income tax on up to 85% of their Social Security benefits. Modified
income includes adjusted gross income, tax-exempt interest, including
exempt-interest dividends from the Tax-Exempt Portfolio, and 50% of Social
Security benefits.

The tax exemption of dividends from the Tax-Exempt Portfolio for federal income
tax purposes does not necessarily result in exemption under the income or other
tax laws of any state or local taxing authority. The laws of the several states
and local taxing authorities vary with respect to the taxation of such income
and shareholders of the Portfolios are advised to consult their own tax advisors
as to the status of their accounts under state and local tax laws.

Interest on indebtedness which is incurred to purchase or carry shares of the
Tax-Exempt Portfolio is not deductible for federal income tax purposes to the
extent that the Portfolio distributes exempt-interest dividends during the
taxable year. Further, the Tax-Exempt Portfolio may not be an appropriate
investment for entities or persons who are "substantial users" of facilities
financed by private activity bonds or certain industrial development bonds held
by the Tax-Exempt Portfolio or are "related persons" to such users; such persons
should consult their tax advisors before investing in the Tax-Exempt Portfolio.

Special tax rules apply to investments through defined contribution plans and
other tax-qualified plans. Shareholders should consult their tax advisor to
determine the suitability of shares of a Portfolio as an investment through such
plans and the precise effect of an investment on their particular tax situation.

All Portfolios. Dividends or distributions declared in October, November or
December to shareholders of record as of a date in one of those months and paid
during the following January are treated as paid on December 31 of the calendar
year in which declared for federal income tax purposes. The Portfolios may
adjust their schedules for dividend reinvestment for the month of December to
assist in complying with the reporting and minimum distribution requirements
contained in the Code. Each Portfolio is required by law to withhold a portion
of dividends (including exempt-interest dividends) and redemption proceeds paid
to certain shareholders that do not furnish a correct taxpayer identification
number (in the case of most individuals, a social security number) and in
certain other circumstances. Trustees of qualified retirement plans and
403(b)(7) accounts are required by law to withhold 20% of the taxable portion of
any distribution that is eligible to be "rolled over." The 20% withholding
requirement does not apply to distributions from IRAs or any part of a
distribution that is transferred directly to another qualified retirement plan,
403(b)(7) account, or IRA. Shareholders should consult their tax advisors
regarding the 20% withholding requirement.

Shareholders normally will receive monthly confirmations of dividends and of
purchase and redemption transactions except that confirmations of dividend
reinvestment for IRAs and other fiduciary accounts for which SSB serves as
trustee will be sent quarterly. Firms may provide varying arrangements with
their clients with respect to confirmations. Tax information will be provided
annually. Shareholders are encouraged to retain copies of their account
confirmation statements or year-end statements for tax reporting purposes.
However, those who have incomplete records may obtain historical account
transaction information at a reasonable fee.

INVESTORS ARE ADVISED TO CONSULT THEIR OWN TAX ADVISORS WITH RESPECT TO THE
APPLICATION OF THE ABOVE-DESCRIBED GENERAL FEDERAL INCOME TAX RULES TO THEIR OWN
CIRCUMSTANCES AND WITH RESPECT TO OTHER FEDERAL, STATE, LOCAL OR FOREIGN TAX
CONSEQUENCES TO THEM BEFORE MAKING AN INVESTMENT IN A PORTFOLIO.

                                 NET ASSET VALUE


The net asset value ("NAV") per share of each Portfolio is calculated on each
day on which a Portfolio is open for business. Each Portfolio is open for
business each day the New York Stock Exchange is open, as described in each
Portfolio's current prospectus. The NAV per share of each Portfolio is computed
by dividing the value of each Portfolio's assets less all liabilities, by the
total number of shares of each Portfolio outstanding. Although there is no
guarantee, each Portfolio's NAV per share will normally be $1.00.


Each 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 a
Portfolio would receive if it sold the instrument.

The Board has established procedures reasonably designed to stabilize each
Portfolio's NAV per share at $1.00. Under the procedures, the Advisor will
monitor and notify the Board of circumstances where a Portfolio's NAV per share
calculated by using market valuations may deviate from the $1.00 per share
calculated using amortized cost. If there were any deviation that the Board
believed would result in a material dilution or unfair result for investors or
existing shareholders, the Board would promptly consider what action, if any,
should be initiated. Such actions could include selling assets prior to maturity
to realize capital gains or losses; shortening average maturity of the
portfolio; withholding or reducing dividends; redeeming shares in kind; or
valuing assets based on market valuations.

Market valuations are obtained by using actual quotations provided by market
makers, estimates of market value, or values obtained from yield data relating
to classes of money market instruments published by reputable sources at the
mean between the bid and asked prices for the instruments. In accordance with
procedures approved by the Board, in the event market quotations are not readily
available for certain portfolio assets the fair value of such portfolio assets
will be determined in good faith by each Portfolio's Pricing Committee (or, in
some cases, the Board's Valuation Committee) based upon input from the Advisor
or other third parties.


                           BOARD MEMBERS AND OFFICERS


The following table presents certain information regarding the Board Members of
the Trusts. 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 Trusts 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 Trusts. Because the Portfolios do 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.

<TABLE>
<CAPTION>

Independent Board Members

                                                                                                   Number of
Name, Year of Birth,              Business Experience and                                          Funds in DWS
Position with the Trusts and      Directorships During the                                         Fund Complex
Length of Time Served(1)          Past 5 Years                                                     Overseen
<S>                                                          <C>                                      <C>
--------------------------------------------------------------------------------------------------------------------
Paul K. Freeman                   Consultant, World Bank/Inter-American Development Bank;               125
(1950)                            Governing Council of the Independent Directors Council
Chairperson since 2009, and       (governance, executive committees); formerly: Project Leader,
Board Member since 1993           International Institute for Applied Systems Analysis
                                  (1998-2001); Chief Executive Officer, The Eric Group, Inc.
                                  (environmental insurance) (1986-1998)
--------------------------------------------------------------------------------------------------------------------
John W. Ballantine (1946)         Retired; formerly: Executive Vice President and Chief Risk            125
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:               125
 Board Member since               Association of Public Television Stations; Becton Dickinson
 1990                             and Company(2) (medical technology company); Belo
                                  Corporation(2) (media company); Boston Museum of Science;
                                  Public Radio International; PRX, The Public Radio Exchange;
                                  The PBS Foundation; former Directorships: American Public
                                  Television; Concord Academy; New England Aquarium; Mass.
                                  Corporation for Educational Telecommunications; Committee for
                                  Economic Development; Public Broadcasting Service
--------------------------------------------------------------------------------------------------------------------
Dawn-Marie Driscoll (1946)        President, Driscoll Associates (consulting firm); Executive           125
Board Member since 1987           Fellow, Center for Business Ethics, Bentley University;
                                  formerly: Partner, Palmer & Dodge (1988-1990); Vice President
                                  of Corporate Affairs and General Counsel, Filene's
                                  (1978-1988); Directorships: Trustee of 20 open-end mutual
                                  funds managed by Sun Capital Advisers, Inc. (since 2007);
                                  Director of ICI Mutual Insurance Company (since 2007);
                                  Advisory Board, Center for Business Ethics, Bentley
                                  University; Trustee, Southwest Florida Community Foundation
                                  (charitable organization); former Directorships: Investment
                                  Company Institute (audit, executive, nominating committees)
                                  and Independent Directors Council (governance, executive
                                  committees)
--------------------------------------------------------------------------------------------------------------------
Keith R. Fox (1954)               Managing General Partner, Exeter Capital Partners (a series           125
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           125
(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,         125
(1946)                            Finance Department, The Wharton School, University of
Board Member since                Pennsylvania (since July 1972); Co-Director, Wharton
1990                              Financial Institutions Center (since July 2000); Director,
                                  Japan Equity Fund, Inc. (since September 2007), Thai Capital
                                  Fund, Inc. (since September 2007), Singapore Fund, Inc.
                                  (since September 2007); formerly: Vice Dean and Director,
                                  Wharton Undergraduate Division (July 1995-June 2000);
                                  Director, Lauder Institute of International Management
                                  Studies (July 2000-June 2006)
--------------------------------------------------------------------------------------------------------------------
William McClayton (1944)          Managing Director, Diamond Management & Technology                    125
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             125
(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); Director,
                                  CardioNet, Inc.(2) (2009-present) (health care); formerly:
                                  Executive Vice President, The Glenmede Trust Company
                                  (investment trust and wealth management) (1983 to 2004);
                                  Board Member, Investor Education (charitable organization)
                                  (2004-2005); Director, Viasys Health Care(2) (January
                                  2007-June 2007)
--------------------------------------------------------------------------------------------------------------------
William N. Searcy, Jr.            Private investor since October 2003; Trustee of 20 open-end           125
(1946)                            mutual funds managed by Sun Capital Advisers, Inc. (since
Board Member since                October 1998); formerly: Pension & Savings Trust Officer,
1993                              Sprint Corporation(2) (telecommunications) (November
                                  1989-September 2003)
--------------------------------------------------------------------------------------------------------------------
Jean Gleason Stromberg            Retired; formerly: Consultant (1997-2001); Director, US               125
(1943)                            Government Accountability Office (1996-1997); Partner,
Board Member since                Fulbright & Jaworski, L.L.P. (law firm) (1978-1996);
1997                              Directorships: The William and Flora Hewlett Foundation;
                                  Business Leadership Council, Wellesley College; former
                                  Directorships: Service Source, Inc., Mutual Fund Directors
                                  Forum (2002-2004), American Bar Retirement Association
                                  (funding vehicle for retirement plans) (1987-1990 and
                                  1994-1996)
--------------------------------------------------------------------------------------------------------------------
Robert H. Wadsworth (1940)        President, Robert H. Wadsworth & Associates, Inc. (consulting         128
Board Member since 1999           firm) (1983 to present); Director, The Phoenix Boys Choir
                                  Association
--------------------------------------------------------------------------------------------------------------------

Interested Board Member

--------------------------------------------------------------------------------------------------------------------
 Name, Year of Birth, Position    Business Experience and                                        Number of Funds
 with the Trusts and Length of                                                                   in DWS Fund
 Time Served(1)                   Directorships During the Past 5 Years                          Complex Overseen
--------------------------------------------------------------------------------------------------------------------
 Axel Schwarzer(3)                Managing Director(4), Deutsche Asset Management; Head of              125
 (1958)                           Deutsche Asset Management Americas; CEO of DWS Investments;
 Board Member since               relocated to Germany in July 2009 as Vice Chairman(4) of
 2006                             Deutsche Asset Management and Member of the Management Board
                                  of DWS Investments, responsible for Global Relationship
                                  Management; formerly: board member of DWS Investments,
                                  Germany (1999-2005); Head of Sales and Product Management for
                                  the Retail and Private Banking Division of Deutsche Bank in
                                  Germany (1997-1999); various strategic and operational
                                  positions for Deutsche Bank Germany Retail and Private
                                  Banking Division in the field of investment funds, tax driven
                                  instruments and asset management for corporates (1989-1996)
--------------------------------------------------------------------------------------------------------------------

Officers(5)

--------------------------------------------------------------------------------------------------------------------
 Name, Year of Birth, Position    Business Experience and
 with the Trusts and Length of
 Time Served(6)                   Directorships During the Past 5 Years
--------------------------------------------------------------------------------------------------------------------
 Michael G. Clark(7) (1965)       Managing Director(4), Deutsche Asset Management (2006-present); President of
 President, 2006-present          DWS family of funds; Director, ICI Mutual Insurance Company (since
                                  October 2007); formerly: Director of Fund Board Relations (2004-2006) and
                                  Director of Product Development (2000-2004), Merrill Lynch Investment Managers;
                                  Senior Vice President Operations, Merrill Lynch Asset Management (1999-2000)
--------------------------------------------------------------------------------------------------------------------
 John Millette(8) (1962)          Director(4), Deutsche Asset Management
 Vice President and Secretary,
 1999-present
--------------------------------------------------------------------------------------------------------------------
 Paul H. Schubert(7) (1963)       Managing Director(4), Deutsche Asset Management (since July 2004); formerly:
 Chief Financial Officer,         Executive Director, Head of Mutual Fund Services and Treasurer for UBS Family
 2004-present                     of Funds (1998-2004); Vice President and Director of Mutual Fund Finance at UBS
 Treasurer, 2005-present          Global Asset Management (1994-1998)
--------------------------------------------------------------------------------------------------------------------
 Caroline Pearson(8) (1962)       Managing Director(4), Deutsche Asset Management
 Assistant Secretary,
 1997-present
--------------------------------------------------------------------------------------------------------------------
 Rita Rubin(9) (1970)             Vice President and Counsel, Deutsche Asset Management (since October 2007);
 Assistant Secretary,             formerly, Vice President, Morgan Stanley Investment Management (2004-2007);
 2009-present                     Attorney, Shearman & Sterling LLP (2004); Vice President and Associate General
                                  Counsel, UBS Global Asset Management (2001-2004)
--------------------------------------------------------------------------------------------------------------------
 Paul Antosca(8)                  Director(4), Deutsche Asset Management (since 2006); formerly: Vice President,
 (1957)                           The Manufacturers Life Insurance Company (U.S.A.) (1990-2006)
 Assistant Treasurer,
 2007-present
--------------------------------------------------------------------------------------------------------------------
 Jack Clark (8)                   Director(4), Deutsche Asset Management (since 2007); formerly: Vice President,
 (1967)                           State Street Corporation (2002-2007)
 Assistant Treasurer,
 2007-present
--------------------------------------------------------------------------------------------------------------------
 Diane Kenneally(8)               Director(4), Deutsche Asset Management
 (1966)
 Assistant Treasurer,
 2007-present
--------------------------------------------------------------------------------------------------------------------
 Jason Vazquez(9) (1972)          Vice President, Deutsche Asset Management (since 2006); formerly: AML
 Anti-Money Laundering            Operations Manager for Bear Stearns (2004-2006); Supervising Compliance
 Compliance Officer,              Principal and Operations Manager for AXA Financial (1999-2004)
 2007-present
--------------------------------------------------------------------------------------------------------------------
 Robert Kloby(9) (1962)           Managing Director(4), Deutsche Asset Management (2004-present); formerly: Chief
 Chief Compliance Officer,        Compliance Officer/Chief Risk Officer, Robeco USA (2000-2004); Vice President,
 2006-present                     The Prudential Insurance Company of America (1988-2000); E.F. Hutton and
                                  Company (1984-1988)
--------------------------------------------------------------------------------------------------------------------
 J. Christopher Jackson(9)        Director(4), Deutsche Asset Management (2006-present); formerly: Director,
 (1951)                           Senior Vice President, General Counsel, and Assistant Secretary, Hansberger
 Chief Legal Officer,             Global Investors, Inc. (1996-2006); Director, National Society of Compliance
 2006-present                     Professionals (2002-2005) (2006-2009)
--------------------------------------------------------------------------------------------------------------------

(1)      The length of time served represents the year in which the Board Member
         joined the board of one or more DWS funds currently overseen by the
         Board.

(2)      A publicly held company with securities registered pursuant to Section
         12 of the Securities Exchange Act of 1934.

(3)      The mailing address of Axel Schwarzer is DWS Investment GmbH, Mainzer
         Landstr. 178-190, Floor 5C, 60327 Frankfurt am Main, Germany. 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 Portfolios.

(4)      Executive title, not a board directorship.

(5)      As a result of their respective positions held with the Advisor, these
         individuals are considered "interested persons" of the Advisor within
         the meaning of the 1940 Act. Interested persons receive no compensation
         from the Portfolios.

(6)      The length of time served represents the year in which the officer was
         first elected in such capacity for one or more DWS funds.

(7)      Address:  345 Park Avenue, New York, New York 10154.

(8)      Address: One Beacon Street, Boston, Massachusetts 02108.

(9)      Address:  280 Park Avenue, New York, New York 10017.

Certain officers hold similar positions for other investment companies for which
DIMA or an affiliate serves as the Advisor.

Officer's Role with Principal Underwriter:  DWS Investments Distributors, Inc.

 Paul H. Schubert:                   Vice President
 Jason Vazquez:                      Vice President and AML Compliance Officer
 Caroline Pearson:                   Secretary

Board Members' Responsibilities. The officers of each Trust 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 Portfolios and
to provide oversight of the management of the Portfolios.

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 Portfolios' accounting
and financial reporting policies and procedures, (3) the Portfolios' 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 Portfolios. It also
approves and recommends to the Board the appointment, retention or termination
of the independent registered public accounting firm for the Portfolios, reviews
the scope of audit and internal controls, considers and reports to the Board on
matters relating to the Portfolios' accounting and financial reporting
practices, and performs such other tasks as the full Board deems necessary or
appropriate. The Audit Committee receives annual representations from the
independent registered public accounting firm as to its independence. The
members of the Audit Committee are William McClayton (Chair), Kenneth C.
Froewiss (Vice Chair), John W. Ballantine, Henry P. Becton, Jr., Keith R. Fox
and William N. Searcy, Jr. During the calendar year 2008, the Audit Committee of
the Portfolios' Board held six (6) meetings.

Nominating and Governance Committee: The Nominating and Governance Committee,
which consists entirely of Independent Board Members, recommends individuals for
membership on the Board, nominates officers, Board and committee chairs, vice
chairs and committee members, and oversees the operations of the Board. The
Nominating and Governance Committee also reviews recommendations by shareholders
for candidates for Board positions. Shareholders may recommend candidates for
Board positions by forwarding their correspondence by US mail or courier service
to Dawn-Marie Driscoll, P.O. Box 100176, Cape Coral, FL 33904. The members of
the Nominating and Governance Committee are Henry P. Becton, Jr. (Chair),
Rebecca W. Rimel (Vice Chair), Paul K. Freeman and William McClayton. During the
calendar year 2008, the Nominating and Governance Committee of the Portfolios'
Board held five (5) meetings.

Contract Committee: The Contract Committee, which consists entirely of
Independent Board Members, reviews at least annually, (a) the Portfolios'
financial arrangements with DIMA and its affiliates, and (b) the Portfolios'
expense ratios. The members of the Contract Committee are Robert H. Wadsworth
(Chair), Keith R. Fox (Vice Chair), Henry P. Becton, Jr., Richard J. Herring,
William McClayton and Jean Gleason Stromberg. During the calendar year 2008, the
Contract Review Committee of the Portfolios' Board held seven (7) meetings.

Equity Oversight Committee: The Equity Oversight Committee reviews the
investment operations of those portfolios that primarily invest in equity
securities (except for those funds managed by a quantitative investment team).
The members of the Equity Oversight Committee are John W. Ballantine (Chair),
William McClayton (Vice Chair), Henry P. Becton, Jr., Keith R. Fox, Richard J.
Herring and Rebecca W. Rimel. During the calendar year 2008, the Equity
Oversight Committee of the Portfolios' Board held five (5) meetings.

Fixed-Income and Quant Oversight Committee: The Fixed-Income and Quant Oversight
Committee reviews the investment operations of those funds that primarily invest
in fixed-income securities or are managed by a quantitative investment team. The
members of the Fixed-Income and Quant Oversight Committee are William N. Searcy,
Jr. (Chair), Jean Gleason Stromberg (Vice Chair), Dawn-Marie Driscoll, Kenneth
C. Froewiss and Robert H. Wadsworth. During the calendar year 2008, the
Fixed-Income Oversight Committee of the Portfolios' Board held five (5)
meetings.

Marketing and Shareholder Services Committee: The Marketing and Shareholder
Services Committee reviews the Portfolios' marketing program, sales practices
and literature and shareholder services. The Marketing and Shareholder Services
Committee also considers matters relating to fund mergers and liquidations and
the organization of new funds. The members of the Marketing and Shareholder
Services Committee are Richard J. Herring (Chair), Dawn-Marie Driscoll (Vice
Chair), Rebecca W. Rimel, Jean Gleason Stromberg and Robert H. Wadsworth. During
the calendar year 2008, the Marketing/Distribution/Shareholder Service Committee
of the Portfolios' Board held four (4) meetings.

The Operations Committee: The Operations Committee reviews the administrative
operations, legal affairs and general compliance matters of the Portfolios. The
Operations Committee reviews administrative matters related to the operations of
the Portfolios, policies and procedures relating to portfolio transactions,
custody arrangements, fidelity bond and insurance arrangements, valuation of
Portfolio assets and securities and such other tasks as the full Board deems
necessary or appropriate. The Operations Committee also oversees the valuation
of the Portfolios' securities and other assets and determines, as needed, the
fair value of Portfolio securities or other assets under certain circumstances
as described in the Portfolios' Valuation Procedures. The Operations Committee
has appointed a Valuation Sub-Committee, which may make determinations of fair
value required when the Operations Committee is not in session. The members of
the Operations Committee are Dawn-Marie Driscoll (Chair), John W. Ballantine
(Vice Chair), Kenneth C. Froewiss, Rebecca W. Rimel and William N. Searcy, Jr.
The members of the Valuation Sub-Committee are Kenneth C. Froewiss (Chair), John
W. Ballantine, Dawn-Marie Driscoll (Alternate), Rebecca W. Rimel (Alternate) and
William N. Searcy, Jr. (Alternate). During the calendar year 2008, the
Operations Committee held five (5) meetings and the Valuation Sub-Committee held
two (2) meetings on behalf of Money Market Portfolio.

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
Portfolios for his or her services, which includes retainer fees and specified
amounts for various committee services and for the Board Chairperson. No
additional compensation is paid to any Independent Board Member for travel time
to meetings, attendance at directors' educational seminars or conferences,
service on industry or association committees, participation as speakers at
directors' conferences or service on special fund industry director task forces
or subcommittees. Independent Board Members do not receive any employee benefits
such as pension or retirement benefits or health insurance from the Portfolios
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
Portfolios, 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 Portfolios. The following tables show compensation from the
Portfolios and aggregate compensation from all of the funds in the DWS fund
complex received by each Independent Board Member during the calendar year 2008.
Mr. Schwarzer is an interested person of the Portfolios and received no
compensation from the Portfolios or any fund in the DWS fund complex during the
relevant periods.

                                                                       Aggregate
                                                  Compensation       Aggregate                            Total
                                 Aggregate       from Government    Compensation       Aggregate       Compensation
                               Compensation         & Agency            from         Compensation     from Fund and
                                from Money         Securities       Tax-Exempt      from Treasury       DWS Fund
  Name of Board Member       Market Portfolio      Portfolio         Portfolio        Portfolio         Complex(1)
  --------------------       ----------------      ---------         ---------        ---------         ----------

  John W. Ballantine                 $8,616             $9,470          $7,523            $5,395         $237,500
  Henry P. Becton, Jr.(2)              $556               $203          $1,426            $1,350         $246,000
  Dawn-Marie
  Driscoll(2)(3)                     $639               $222          $1,673            $1,581         $292,500
  Keith R. Fox(2)                    $523               $196          $1,330            $1,259         $229,500
  Paul K. Freeman                    $9,320            $10,244          $8,146            $5,846         $255,000
  Kenneth C. Froewiss                  $515               $194          $1,309            $1,239         $226,750
  Richard J. Herring(2)                $539               $200          $1,381            $1,306         $240,000
  William McClayton(4)             $9,407            $10,300          $8,245            $5,934         $257,500
  Rebecca W. Rimel(2)                  $534               $198          $1,360            $1,288         $233,500
  William N. Searcy, Jr.               $534               $199          $1,366            $1,291         $238,000
  Jean Gleason Stromberg               $512               $194          $1,300            $1,230         $225,500
  Robert H. Wadsworth                $8,796             $9,688          $7,670            $5,476         $273,500

(1)      The DWS fund complex is composed of 136 funds as of December 31, 2008.

(2)      Aggregate compensation includes amounts paid to the Board Members for
         special meetings of ad hoc committees of the Board in connection with
         the consolidation of the DWS fund boards and various funds, meetings
         for considering fund expense simplification initiatives, and
         consideration of issues specific to the Portfolios' direct shareholders
         (i.e., those shareholders who did not purchase shares through financial
         intermediaries). Such amounts totaled $8,000 for Mr. Becton, $2,000 for
         Ms. Driscoll, $2,000 for Mr. Fox, $2,000 for Dr. Herring and $8,000 for
         Ms. Rimel. These meeting fees were borne by the funds.

(3)      Includes $70,000 in annual retainer fees received by Ms. Driscoll as
         Chairperson of DWS funds.

(4)      Includes $15,000 paid to Mr. McClayton for numerous special meetings of
         an ad hoc committee of the former Chicago Board in connection with
         board consolidation initiatives.

Board Member Ownership in the Portfolios

The following table shows the dollar range of equity securities beneficially
owned by each Board Member in the Portfolios and DWS fund complex as of December
31, 2008.

                                                                                                             Aggregate
                                                      Dollar Range of                                     Dollar Range of
                                                         Beneficial                                         Ownership in
                                     Dollar Range of    Ownership in     Dollar Range     Dollar Range       all Funds
                                       Beneficial       Government &    of Beneficial    of Beneficial      Overseen by
                                      Ownership in         Agency        Ownership in     Ownership in    Board Member in
                                      Money Market      Securities       Tax-Exempt        Treasury        the DWS Fund
Board Member                            Portfolio        Portfolio        Portfolio        Portfolio        Complex(1)
------------                            ---------        ---------        ---------        ---------        ----------

Independent Board Member:

John W. Ballantine                        None             None              None             None          Over $100,000
Henry P. Becton, Jr.                      None          $1-$10,000        $1-$10,000          None          Over $100,000
Dawn-Marie Driscoll                       None             None         $50,001-$100,000      None          Over $100,000
Keith R. Fox                              None             None              None             None          Over $100,000
Paul K. Freeman                           None             None              None             None          Over $100,000
Kenneth C. Froewiss                       None             None              None             None          Over $100,000
Richard J. Herring                        None             None              None             None          Over $100,000
William McClayton                         None             None              None             None          Over $100,000
Rebecca W. Rimel                          None             None              None             None          Over $100,000
William N. Searcy, Jr.                    None             None              None             None          Over $100,000
Jean Gleason Stromberg                    None             None         $10,001-$50,000       None          Over $100,000
Robert H. Wadsworth                       None             None              None          $1-$10,000       Over $100,000

Interested Board Member:

Axel Schwarzer                            None             None              None             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 Portfolios, the information in the following table reflects
ownership by the Independent Board Members and their immediate family members of
certain securities as of December 31, 2008. Immediate family members can be a
spouse, children residing in the same household including step and adoptive
children, and any dependents. The securities represent ownership in the Advisor
or principal underwriter of the Portfolios 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
Portfolios (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 July 7, 2009, the Board Members and officers of the Trusts owned, as a
group, less than 1% of the outstanding shares of each Portfolio.

To the best of each Portfolio's knowledge, as of July 7, 2009, no person owned
of record or beneficially 5% or more of any class of the Portfolio's outstanding
shares, except as noted below.

Treasury Portfolio
Name and Address of Investor Ownership                          Shares                      % of Total Shares
--------------------------------------                          ------                      -----------------

PERSHING LLC FOR THE EXCLUSIVE                              942,166,037.80           32.91% of Institutional Shares
BENEFIT OF CUSTOMERS
JERSEY CITY NJ  07399-0001

DELVEST CORP                                                273,117,423.41            9.54% of Institutional Shares
ATTN ROBERT S IPPOLITO
WILMINGTON DE  19803-3742

KNOTFLOAT & CO                                              185,472,978.38            6.48% of Institutional Shares
C/O STATE STREET BANK
BOSTON MA  02206-5496

HORACE MANN LIFE INSURANCE COMPANY                          176,697,997.04            6.17% of Institutional Shares
ATTN ANGELA CHRISTIAN
SPRINGFIELD IL  62715-0002

PERSHING LLC FOR THE EXCLUSIVE                              612,334,649.10              80.5% of Investment Class
BENEFIT OF CUSTOMERS
JERSEY CITY NJ  07399-0001

KNOTFLOAT & CO                                               41,813,649.57              5.5% of Investment Class
C/O STATE STREET BANK
BOSTON MA  02206-5496

RIDGE CLEARING & OUTSOURCING SVCS                            40,484,597.52              5.32% of Investment Class
NEW YORK NY  10041-0004

PENSON FINANCIAL SERVICES                                   151,815,366.81           66.79% of Premier Money Market
DALLAS TX  75201-4609

SMITH MOORE & COMPANY                                        57,979,152.86           25.51% of Premier Money Market
CLAYTON MO  63105-1931                                                                           Shares

Government & Agency Securities Portfolio

Name and Address of Investor Ownership                          Shares                      % of Total Shares

RIDGE CLEARING & OUTSOURCING SVCS                           320,637,629.03            100% of Capital Assets Funds
NEW YORK NY  10041-0004                                                                          Shares

D A DAVIDSON & CO                                            26,713,199.73                100% of Davidson Cash
TAX-EXEMPT OMNIBUS ACCT #1                                                               Equivalent Plus Shares
ATTN  BETH ANN THELEN
GREAT FALLS MT  59403-5015

D A DAVIDSON & CO                                            25,998,615.45                100%of Davidson Cash
GOVERNMENT SEC OMNIBUS ACCT #1                                                              Equivalent Shares
ATTN  BETH ANN THELEN
GREAT FALLS MT  59403-5015

DEUTSCHE BANK SECURITIES INC                               1,000,000,000.00           7.31% of DWS Government Cash
CUSTOMER SEGREGATED                                                                       Institutional Shares
ATTN JENNIFER WALTER
NEW YORK NY  10005-2836

KNOTFLOAT & CO                                              792,419,056.25            5.79% of DWS Government Cash
C/O STATE STREET BANK                                                                     Institutional Shares
BOSTON MA  02206-5496

AMERICAN EXPRESS CREDIT CORP                                719,000,000.00            5.26% of DWS Government Cash
ATTN VERICK B NORTHRUP                                                                    Institutional Shares
WILMINGTON DE  19801-2919

FIDUCIARY TRUST CO INT'L AS AGENT                           197,255,500.00              60.22% of Government Cash
ATTN MUTUAL FUND PROCESSING                                                                  Managed Shares
ATTN CORPORATE TREASURY
NEW YORK NY  10020-2302

FIDUCIARY TRUST CO INT'L AS AGENT                            69,416,500.00              21.19% of Government Cash
NON COMPENSATION ACCOUNT                                                                     Managed Shares
ATTN CORPORATE TREASURY
NEW YORK NY  10020-2302

LPL FINANCIAL SERVICES                                     3,755,432,079.73          99.24% of Premier Money Market
SAN DIEGO CA  92121-1968                                                                         Shares

MESIROW FINANCIAL INC                                        40,361,466.36              29.71% of Service Shares
CHICAGO IL  60654-4712

FIRST SOUTHWEST COMPANY                                      36,532,453.60              26.89% of Service Shares
DALLAS TX  75201-3852

PERSHING LLC FOR THE EXCLUSIVE                               31,900,048.24              23.48% of Service Shares
BENEFIT OF CUSTOMERS
JERSEY CITY NJ  07399-0001

PENSON FINANCIAL SERVICES                                    25,201,783.04              18.55% of Service Shares
DALLAS TX  75201-4609

Money Market Portfolio

Name and Address of Investor Ownership                          Shares                      % of Total Shares

RIDGE CLEARING & OUTSOURCING SVCS                            54,826,875.08            100% of Capital Assets Funds
NEW YORK NY  10041-0004                                                                     Preferred Shares

RIDGE CLEARING & OUTSOURCING SVCS                           926,624,287.45            100% of Capital Assets Funds
NEW YORK NY  10041-0004                                                                          Shares

D A DAVIDSON & CO                                            3,746,587.57                 100% of Davidson Cash
TAX-EXEMPT OMNIBUS ACCT #1                                                               Equivalent Plus Shares
ATTN  BETH ANN THELEN
GREAT FALLS MT  59403-5015

D A DAVIDSON & CO                                            26,549,745.17                100% of Davidson Cash
MONEY MARKET OMNIBUS ACCT #1                                                                Equivalent Shares
ATTN  BETH ANN THELEN
GREAT FALLS MT  59403-5015

TOYOTA MOTOR CREDIT CORPORATION                             408,910,299.82            73.55% of Institutional Money
ATTN NICHOLAS RO                                                                              Market Shares
TORRANCE CA  90501-1196

LPL FINANCIAL SERVICES                                      143,190,379.36            25.76% of Institutional Money
SAN DIEGO CA  92121-1968                                                                      Market Shares

JOSEPH W SARBINOWSKI                                           10,321.31             97.57% of Institutional Select
DARIEN CT  06820-3510                                                                      Money Market Shares

LPL FINANCIAL SERVICES                                     1,708,723,340.70          93.43% of Premier Money Market
SAN DIEGO CA  92121-1968                                                                         Shares

LPL FINANCIAL SERVICES                                      213,012,831.79              60.38% of Premium Reserve
SAN DIEGO CA  92121-1968                                                                   Money Market Shares

FIDUCIARY TRUST CO INT'L AS AGENT                            40,366,000.00              11.44% of Premium Reserve
ATTN MUTUAL FUND PROCESSING                                                                Money Market Shares
ATTN CORPORATE TREASURY
NEW YORK NY  10020-2302

PENSON FINANCIAL SERVICES                                   848,249,326.83              75.31% of Service Shares
DALLAS TX  75201-4609

FIRST SOUTHWEST COMPANY                                     132,766,240.36              11.79% of Service Shares
DALLAS TX  75201-3852

PERSHING LLC FOR THE EXCLUSIVE                               71,778,611.21               6.37% of Service Shares
BENEFIT OF CUSTOMERS
JERSEY CITY NJ  07399-0001

Tax-Exempt Portfolio

Name and Address of Investor Ownership                          Shares                      % of Total Shares
--------------------------------------                          ------                      -----------------

RIDGE CLEARING & OUTSOURCING SVCS                            20,228,656.72            100% of Capital Assets Funds
NEW YORK NY  10041-0004                                                                          Shares

D A DAVIDSON & CO                                            67,084,334.82                100% of Davidson Cash
TAX-EXEMPT OMNIBUS ACCT #1                                                                  Equivalent Shares
ATTN  BETH ANN THELEN
GREAT FALLS MT  59403-5015

PERSHING LLC FOR THE EXCLUSIVE                              963,119,571.97            46.42% of DWS Tax-Exempt Cash
BENEFIT OF CUSTOMERS                                                                      Institutional Shares
JERSEY CITY NJ  07399-0001

KNOTFLOAT & CO                                              280,483,630.55            13.52% of DWS Tax-Exempt Cash
C/O STATE STREET BANK                                                                     Institutional Shares
BOSTON MA  02206-5496

JP MORGAN CLEARING CORP                                     150,036,254.30            7.23% of DWS Tax-Exempt Cash
FBO XXXXXXXXXX                                                                            Institutional Shares
ATTN: DENISE DILORENZO-SIEGEL
BROOKLYN NY  11201-3832

LPL FINANCIAL SERVICES                                      422,308,931.56            93.7% of Premier Money Market
SAN DIEGO CA  92121-1968                                                                         Shares

SMITH MOORE & COMPANY                                        28,193,154.96            6.26% of Premier Money Market
CLAYTON MO  63105-1931                                                                           Shares

FIRST SOUTHWEST COMPANY                                      55,581,337.26              74.84% of Service Shares
DALLAS TX  75201-3852

PENSON FINANCIAL SERVICES                                    16,654,646.60              22.43% of Service Shares
DALLAS TX  75201-4609

FIDUCIARY TRUST CO INT'L AS AGENT                           162,124,500.00              60.5% of Tax-Exempt Cash
ATTN MUTUAL FUND PROCESSING                                                                  Managed Shares
ATTN CORPORATE TREASURY
NEW YORK NY  10020-2302

FIDUCIARY TRUST CO INT'L AS AGENT                            57,868,000.00              21.6% of Tax-Exempt Cash
NON COMPENSATION ACCOUNT                                                                     Managed Shares
ATTN CORPORATE TREASURY
NEW YORK NY  10020-2302

KNOTFLOAT & CO                                               39,220,574.51              14.64% of Tax-Exempt Cash
C/O STATE STREET BANK                                                                        Managed Shares
BOSTON MA  02206-5496

PERSHING LLC FOR THE EXCLUSIVE                              417,065,733.49            78.78% of Tax-Free Investment
BENEFIT OF CUSTOMERS                                                                              Class
JERSEY CITY NJ  07399-0001

WILLIAM BLAIR & COMPANY                                      83,471,707.49            15.77% of Tax-Free Investment
ATTN TERRY MULDOON                                                                                Class
CHICAGO IL  60606-5312

</TABLE>


Agreement to Indemnify Independent Trustees 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 Trustees of the Affected Funds, against certain
liabilities the Independent Trustees 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 Trustees 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 Trustees ultimately would not be entitled to indemnification or (2)
for any liability of the Independent Trustees to the Portfolios or their
shareholders to which the Independent Trustee would otherwise be subject by
reason of willful misfeasance, bad faith, gross negligence or reckless disregard
of the Independent Trustee'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
Trustees 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.

                               TRUST ORGANIZATION

For Investors Cash Trust Only:

Investors Cash Trust is an open-end, diversified management investment company,
organized as a business trust under the laws of Massachusetts on March 2, 1990.
The Trust may issue an unlimited number of shares of beneficial interest in one
or more series or portfolios, all having no par value, which may be divided by
the Board of Trustees into classes of shares, subject to compliance with the SEC
regulations permitting the creation of separate classes of shares. The Trust is
currently composed of one series: Treasury Portfolio. Treasury Portfolio is
divided into four classes of shares: Institutional Shares, Premier Money Market
Shares, DWS U.S. Treasury Money Fund Class S and Investment Class.

The Trust is a Massachusetts business trust organized under the laws of
Massachusetts and is governed by an Amended and Restated Declaration of Trust
that was approved by shareholders in the second quarter of 2008, as may be
further amended from time to time (the "Declaration of Trust"). All shares
issued and outstanding are fully paid and non-assessable, transferable, have no
pre-emptive or conversion rights (except as may be determined by the Board of
Trustees) and are redeemable as described in the SAI and the Portfolio's
prospectus. Each share has equal rights with each other share of the same class
of the Portfolio as to voting, dividends, exchanges, conversion features and
liquidation. Shareholders are entitled to one vote for each full share held and
fractional votes for fractional shares held.

The Portfolio generally is not required to hold meetings of its shareholders.
Under the Declaration of Trust, however, shareholder meetings will be held in
connection with the following matters to the extent and as provided in the
Declaration of Trust and as required by applicable law: (a) the election or
removal of trustees if a meeting is called for such purpose; (b) the termination
of the Trust or the Portfolio thereof; (c) an amendment of the Declaration of
Trust that (i) would affect a shareholder right to vote, (ii) may be required by
law to be approved by shareholders, and (iii) is submitted to shareholders by
the Board of Trustees; (d) such additional matters relating to the Trust as may
be required by law; and (e) such additional matters as the Board of Trustees may
determine to be necessary or desirable. Shareholders also vote upon changes in
fundamental policies or restrictions.

Except as noted above, the Declaration of Trust provides that the Board of
Trustees may amend or otherwise supplement the Declaration of Trust by making an
amendment, a supplemental thereto or an amended and restated Declaration of
Trust by an instrument in writing executed by a majority of the Board of
Trustees, provided that any provision of the Declaration of Trust that requires
the approval of more than a majority of the Board of Trustees for any matter may
be amended only with the approval of such greater number of the Board of
Trustees. The Board of Trustees may, without any shareholder vote, amend the
Declaration of Trust (x) to supply any omission, to cure, correct or supplement
any ambiguous, defective or inconsistent provision hereof, or (y) if they deem
it necessary or advisable, to conform the Declaration of Trust to the
requirements of applicable law, including the 1940 Act or the Internal Revenue
Code of 1986, as amended, but the Board of Trustees shall not be liable for
failing to do so, or (z) with respect to an amendment affecting the Portfolio or
class, for any reason at any time, if there are no shares of the Portfolio or
class outstanding at that time. In the event that the Board of Trustees, without
shareholder approval, make any material amendment to the Declaration of Trust
that affects the rights of shareholders, as determined by the Board of Trustees,
notice of the substance of such amendment shall be provided to shareholders
affected by such amendment at such time and in such manner as the Board of
Trustees determine to be appropriate, provided, however, that the failure to
provide such notice in any particular instance shall not affect the validity of
such amendment.

The Declaration of Trust provides that the Board of Trustees, subject to
applicable law, may authorize the Trust or any portfolio or class thereof to
merge, reorganize or consolidate with any corporation, association, trust or
series thereof (including another portfolio or class of the Trust) or other
entity (in each case, the "Surviving Entity") or the Board of Trustees may sell,
lease or exchange all or substantially all of the property owned or held for the
account of the Trust (or all or substantially all of the property allocated or
belonging to a particular portfolio or class) including its good will to any
Surviving Entity, upon such terms and conditions and for such consideration as
authorized by the Board of Trustees. Such transactions may be effected through
share-for-share exchanges, transfers or sales of assets, in-kind redemptions and
purchases, exchange offers, or any other method approved by the Board of
Trustees. The Board of Trustees shall provide notice to affected shareholders of
each transaction. The authority granted to the Board of Trustees under this
provision of the Declaration of Trust remains subject to the requirements of the
law. For example, rules under the 1940 Act require reorganizations involving
affiliated funds to be approved by the shareholders of the fund being acquired
unless certain conditions are satisfied. As a result, some transactions will
require shareholder approval even though the Declaration of Trust may not
otherwise require it. Such transactions could, in certain circumstances,
adversely affect the Portfolio's or class' expense ratio or other aspects of a
shareholder's investment.

The Declaration of Trust also provides that shareholder meeting quorum
requirements shall be established in the Trust's By-laws. The By-laws currently
in effect provide that the presence in person or by proxy of the holders of
thirty percent of the shares entitled to vote at a meeting (or of an individual
series or class if required to vote separately) shall constitute a quorum for
the transaction of business at meetings of shareholders of the Trust.

On any matter submitted to a vote of shareholders, all shares of the Trust
entitled to vote shall, except as otherwise provided in the Trust's By-Laws, be
voted in the aggregate as a single class without regard to series or classes of
shares, except (a) when required by applicable law or when the Trustees shall
have determined that the matter affects one or more series or classes of shares
materially differently, shares shall be voted by individual series or class; and
(b) when the Trustees have determined that the matter affects only the interests
of one or more series or classes, only shareholders of such series or classes
shall be entitled to vote thereon.

The Declaration of Trust provides that the Board of Trustees may, in its
discretion, establish minimum investment amounts for shareholder accounts,
impose fees on accounts that do not exceed a minimum investment amount and
involuntarily redeem shares in any such account in payment of such fees. The
Board of Trustees, in its sole discretion, also may cause the Trust to redeem
all of the shares of the Trust or one or more series or classes held by any
shareholder for any reason, to the extent permissible by the 1940 Act, including
(a) if the shareholder owns shares having an aggregate net asset value of less
than a specified minimum amount, (b) if a particular shareholder's ownership of
shares would disqualify a series from being a regulated investment company, (c)
upon a shareholder's failure to provide sufficient identification to permit the
Trust to verify the shareholder's identity, (d) upon a shareholder's failure to
pay for shares or meet or maintain the qualifications for ownership of a
particular class or series of shares, (e) if the Board of Trustees determines
(or pursuant to policies established by the Board it is determined) that share
ownership by a particular shareholder is not in the best interests of remaining
shareholders, (f) when a fund is requested or compelled to do so by governmental
authority or applicable law and (g) upon a shareholder's failure to comply with
a request for information with respect to the direct or indirect ownership of
shares of the Trust. The Declaration of Trust also authorizes the Board of
Trustees to terminate a portfolio or any class without shareholder approval, and
the Trust may suspend the right of shareholders to require the Trust to redeem
shares to the extent permissible under the 1940 Act.

Upon the termination of the Trust or any series, after paying or adequately
providing for the payment of all liabilities which may include the establishment
of a liquidating trust or similar vehicle, and upon receipt of such releases,
indemnities and refunding agreements as they deem necessary for their
protection, the Trustees may distribute the remaining Trust property or property
of the series, in cash or in kind or partly each, to the shareholders of the
Trust or the series involved, ratably according to the number of shares of the
Trust or such series held by the several shareholders of the Trust or such
series on the date of termination, except to the extent otherwise required or
permitted by the preferences and special or relative rights and privileges of
any classes of shares of a series involved, provided that any distribution to
the shareholders of a particular class of shares shall be made to such
shareholders pro rata in proportion to the number of shares of such class held
by each of them. The composition of any such distribution (e.g., cash,
securities or other assets) shall be determined by the Trust in its sole
discretion, and may be different among shareholders (including differences among
shareholders in the same series or class).

The Declaration of Trust provides that no shareholder shall have the right to
bring or maintain any court action, proceeding or claim on behalf of the Trust
without first making demand on the Board of Trustees requesting the Board of
Trustees to bring or maintain such action, proceeding or claim. Such demand
shall be made to the Secretary of the Trust at the Trust's principal office and
shall set forth in reasonable detail the nature of the proposed court action,
proceeding or claim and the essential facts relied upon by the shareholder to
support the allegations made in the demand. The Board of Trustees, in their sole
discretion, may submit the matter to a vote of the shareholders of the Trust, as
appropriate. The Declaration of Trust also provides that any action commenced by
a shareholder, directly or derivatively, against the Trust of a Portfolio or
class thereof, the Board of Trustees or officers, shall be brought only in the
U.S. District Court for the Southern District of New York; or if such action may
not be brought in that court, then such action shall be brought in "the Business
Litigation Session of the Massachusetts Superior Court in Suffolk County"
(together with the U.S. District Court for the Southern District of New York,
the "Chosen Courts"). The Declaration of Trust further provides that the Trust,
its Trustees and officers, and shareholders (a) waive any objection to venue in
either Chosen Court and (b) waive any objection that either Chosen Court is an
inconvenient forum.

Under Massachusetts law, shareholders of a Massachusetts business trust could,
under certain circumstances, be held personally liable for obligations of the
Portfolio. The Declaration of Trust, however, disclaims shareholder liability
for acts or obligations of the Portfolio and requires that notice of such
disclaimer be given in each agreement, obligation, or instrument entered into or
executed by the Portfolio or the Portfolio's trustees. Moreover, the Declaration
of Trust provides for indemnification out of Portfolio property for all losses
and expenses of any shareholder held personally liable for the obligations of
the Portfolio and the Portfolio may be covered by insurance which the Trustees
consider adequate to cover foreseeable tort claims. Thus, the risk of a
shareholder incurring financial loss on account of shareholder liability is
considered by the Advisor remote and not material, since it is limited to
circumstances in which a disclaimer is inoperative and the Portfolio itself is
unable to meet its obligations.

For Cash Account Trust Only:

Cash Account Trust is an open-end, management investment company, organized as a
business trust under the laws of Massachusetts on March 2, 1990. The Trust may
issue an unlimited number of shares of beneficial interest in one or more series
or portfolios, all having no par value, which may be divided by the Board of
Trustees into classes of shares, subject to compliance with the SEC regulations
permitting the creation of separate classes of shares. The Trust is currently
divided into three series: Money Market Portfolio, Government & Agency
Securities Portfolio and Tax-Exempt Portfolio. Money Market Portfolio is
currently divided into nine classes of shares: Premium Reserve Money Market
Shares, Premier Money Market Shares, Institutional Money Market Shares,
Institutional Select Money Market Shares, Service Shares, Davidson Cash
Equivalent Shares, Davidson Cash Equivalent Plus Shares, Capital Assets Funds
Shares and Capital Assets Funds Preferred Shares. Government & Agency Securities
Portfolio is divided into eight classes of shares: Premier Money Market Shares,
Service Shares, Davidson Cash Equivalent Shares, Davidson Cash Equivalent Plus
Shares, Capital Assets Funds Shares, DWS Government Cash Institutional Shares,
Government Cash Managed Shares and DWS Government & Agency Money Fund.
Tax-Exempt Portfolio is divided into nine classes of shares: Capital Assets
Funds Shares, Davidson Cash Equivalent Shares, Premier Money Market Shares, DWS
Tax-Exempt Cash Institutional Shares, Service Shares, Tax-Exempt Cash Managed
Shares, Tax-Free Investment Class, DWS Tax-Free Money Fund Class S and DWS
Tax-Exempt Money Fund.

The Trustees have the authority to create additional portfolios and to designate
the relative rights and preferences as between the different portfolios. The
Trustees also may authorize the division of shares of a Portfolio into different
classes, which may bear different expenses. All shares issued and outstanding
are fully paid and non-assessable, transferable, have no pre-emptive or
conversion rights and are redeemable as described in the SAI and in the
Portfolios' prospectus. Each share has equal rights with each other share of the
same class of the Portfolio as to voting, dividends, exchanges, conversion
features and liquidation. Shareholders are entitled to one vote for each full
share held and fractional votes for fractional shares held. The Trustees may
also terminate any Portfolio or class by notice to the shareholders without
shareholder approval.

The Trust generally is not required to hold meetings of their shareholders.
Under the Declaration of Trust, however, shareholder meetings will be held in
connection with the following matters: (a) the election or removal of trustees
if a meeting is called for such purpose; (b) the adoption of any contract for
which approval by shareholders is required by the 1940 Act; (c) any termination
of a Portfolio or a class to the extent and as provided in the Declaration of
Trust; (d) certain material amendments of the Declaration of Trust (such as
other than amendments changing the name of a Portfolio, supplying any omission,
curing any ambiguity or curing, correcting or supplementing any defective or
inconsistent provision thereof); and (e) such additional matters as may be
required by law, the Declaration of Trust, the By-laws of a Portfolio, or any
registration of the Trust with the SEC or as the trustees may consider necessary
or desirable. Shareholders also vote upon changes in fundamental investment
policies or restrictions.

The Declaration of Trust provides that obligations of the Trust are not binding
upon the Trustees individually but only upon the property of the Trust, that the
Trustees and officers will not be liable for errors of judgment or mistakes of
fact or law, and that a Trust will indemnify its Trustees and officers against
liabilities and expenses incurred in connection with litigation in which they
may be involved because of their offices with a Trust except if it is determined
in the manner provided in the Declaration of Trust that they have not acted in
good faith in the reasonable belief that their actions were in the best
interests of the Trust. However, nothing in the Declaration of Trust protects or
indemnifies a Trustee or officer against any liability 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 their
office.

Subject to the Declaration of Trust, shareholders may remove trustees. Each
trustee serves until the next meeting of shareholders, if any, called for the
purpose of electing trustees and until the election and qualification of a
successor or until such trustee sooner dies, resigns, retires or is removed by a
majority vote of the shares entitled to vote (as described below) or a majority
of the trustees. In accordance with the 1940 Act (a) the Trust will hold a
shareholder meeting for the election of trustees at such time as less than a
majority of the trustees have been elected by shareholders, and (b) if, as a
result of a vacancy in the Board of Trustees, less than two-thirds of the
trustees have been elected by the shareholders, that vacancy will be filled only
by a vote of the shareholders.

Trustees may be removed from office by a vote of the holders of a majority of
the outstanding shares at a meeting called for that purpose, which meeting shall
be held upon the written request of the holders of not less than 10% of the
outstanding shares. Upon the written request of ten or more shareholders who
have been such for at least six months and who hold shares constituting at least
1% of the outstanding shares of the Trust 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 trustee, the
Trust has undertaken to disseminate appropriate materials at the expense of the
requesting shareholders.

The Declaration of Trust provides that the presence at a shareholder meeting in
person or by proxy of at least 30% of the shares entitled to vote on a matter
shall constitute a quorum. Thus, a meeting of shareholders of a Portfolio could
take place even if less than a majority of the shareholders were represented on
its scheduled date. Shareholders would in such a case be permitted to take
action which does not require a larger vote than a majority of a quorum, such as
the election of trustees and ratification of the selection of auditors. Some
matters requiring a larger vote under the Declaration of Trust, such as
termination or reorganization of a Portfolio and certain amendments of the
Declaration of Trust, would not be affected by this provision; nor would matters
which under the 1940 Act require the vote of a "majority of the outstanding
voting securities" as defined in the 1940 Act.

The Declaration of Trust specifically authorizes the Board of Trustees to
terminate the Trust (or any Portfolio or class) by notice to the shareholders
without shareholder approval.

Under Massachusetts law, shareholders of a Massachusetts business trust could,
under certain circumstances, be held personally liable for obligations of the
Trust. The Declaration of Trust, however, disclaims shareholder liability for
acts or obligations of the Trust and requires that notice of such disclaimer be
given in each agreement, obligation, or instrument entered into or executed by
the Trust or the trustees. Moreover, the Declaration of Trust provides for
indemnification out of Trust property for all losses and expenses of any
shareholder held personally liable for the obligations of the Trust and the
Trust may be covered by insurance. Thus, the risk of a shareholder incurring
financial loss on account of shareholder liability is considered by the Advisor
remote and not material, since it is limited to circumstances in which a
disclaimer is inoperative and the Trust itself is unable to meet its
obligations.

                             PROXY VOTING GUIDELINES

The Portfolios have delegated proxy voting responsibilities to the Advisor,
subject to a Board's general oversight. The Advisor votes proxies pursuant to
the proxy voting policy and guidelines set forth in Appendix A to this SAI).

You may obtain information about how a fund voted proxies related to its
portfolio securities during the 12-month period ended June 30 by visiting the
Securities and Exchange Commission's Web site at www.sec.gov or by visiting our
Web site at: www.dws-investments.com (click on "proxy voting" at the bottom of
the page).

                              FINANCIAL STATEMENTS

The financial statements, including the portfolios of investments, for Premier
Money Market Shares of each Portfolio, together with the Report of Independent
Registered Public Accounting Firm, Financial Highlights and notes to financial
statements in the Annual Report to the Shareholders of Premier Money Market
Shares dated March 31, 2009 for Treasury Portfolio and April 30, 2009 for Money
Market Portfolio, Government & Agency Securities Portfolio and Tax-Exempt
Portfolio, are incorporated herein by reference and are hereby deemed to be a
part of this combined SAI.

                             ADDITIONAL INFORMATION

The CUSIP number of Investors Cash Trust - Treasury Portfolio's Premier Money
Market Shares is 461473-506.


The CUSIP number of Cash Account Trust - Money Market Portfolio's Premier Money
Market Shares is 147539-506.

The CUSIP number of Cash Account - Trust - Government & Agency Securities
Portfolio's Premier Money Market Shares is 147539-860.

The CUSIP number of Cash Account Trust - Tax-Exempt Portfolio's Premier Money
Market Shares is 147539-852.

Treasury Portfolio has a fiscal year end of March 31. Money Market Portfolio,
Government & Agency Securities Portfolio and Tax-Exempt Portfolio each have a
fiscal year of April 30.

The Portfolios' prospectus and this SAI omit certain information contained in
the Registration Statement which a Portfolio 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 a Portfolio and the securities
offered hereby. This Registration Statement and its amendments are available for
inspection by the public at the SEC in Washington, D.C.

                      APPENDIX A -- PROXY VOTING GUIDELINES

       Deutsche Asset Management ("AM") Proxy Voting Policy and Guidelines


I.       INTRODUCTION

AM has adopted and implemented the following policies and procedures, which it
believes are reasonably designed to ensure that proxies are voted in the best
economic interest of clients, in accordance with its fiduciary duties and local
regulation. These Proxy Voting Policies, Procedures and Guidelines shall apply
to all accounts managed by US domiciled advisers and to all US client accounts
managed by non US regional offices. Non US regional offices are required to
maintain procedures and to vote proxies as may be required by law on behalf of
their non US clients. In addition, AM's proxy policies reflect the fiduciary
standards and responsibilities for ERISA accounts.

The attached guidelines represent a set of global recommendations that were
determined by the Global Proxy Voting Sub-Committee ("the GPVSC"). These
guidelines were developed to provide AM with a comprehensive list of
recommendations that represent how AM will generally vote proxies for its
clients. The recommendations derived from the application of these guidelines
are not intended to influence the various AM legal entities either directly or
indirectly by parent or affiliated companies. In addition, the organizational
structures and documents of the various AM legal entities allows, where
necessary or appropriate, the execution by individual AM subsidiaries of the
proxy voting rights independently of any DB parent or affiliated company. This
applies in particular to non U.S. fund management companies. The individuals
that make proxy voting decisions are also free to act independently, subject to
the normal and customary supervision by the management/boards of these AM legal
entities.


II.      AM'S PROXY VOTING RESPONSIBILITIES

Proxy votes are the property of AM's advisory clients.(1) As such, AM's
authority and responsibility to vote such proxies depend upon its contractual
relationships with its clients. AM has delegated responsibility for effecting
its advisory clients' proxy votes to Institutional Shareholder Services ("ISS"),
an independent third-party proxy voting specialist. ISS votes AM's advisory
clients' proxies in accordance with AM's proxy guidelines or AM's specific
instructions. Where a client has given specific instructions as to how a proxy
should be voted, AM will notify ISS to carry out those instructions. Where no
specific instruction exists, AM will follow the procedures in voting the proxies
set forth in this document. Certain Taft-Hartley clients may direct AM to have
ISS vote their proxies in accordance with Taft Hartley voting Guidelines

_____________________

(1)      For purposes of these Policies and Procedures, "clients" refers to
         persons or entities: for which AM serves as investment adviser or
         sub-adviser; for which AM votes proxies; and that have an economic or
         beneficial ownership interest in the portfolio securities of issuers
         soliciting such proxies.

Clients may in certain instances contract with their custodial agent and notify
AM that they wish to engage in securities lending transactions. In such cases,
it is the responsibility of the custodian to deduct the number of shares that
are on loan so that they do not get voted twice.


III.     POLICIES

1.       Proxy voting activities are conducted in the best economic interest of
         clients

AM has adopted the following policies and procedures to ensure that proxies are
voted in accordance with the best economic interest of its clients, as
determined by AM in good faith after appropriate review.

2.       The Global Proxy Voting Sub-Committee

The Global Proxy Voting Sub-Committee (the "GPVSC") is an internal working group
established by the applicable AM's Investment Risk Oversight Committee pursuant
to a written charter. The GPVSC is responsible for overseeing AM's proxy voting
activities, including:

(i)    adopting, monitoring and updating guidelines, attached as Exhibit A (the
       "Guidelines"), that provide how AM will generally vote proxies pertaining
       to a comprehensive list of common proxy voting matters;

(ii)   voting proxies where (A) the issues are not covered by specific client
       instruction or the Guidelines; (B) the Guidelines specify that the issues
       are to be determined on a case-by-case basis; or (C) where an exception
       to the Guidelines may be in the best economic interest of AM's clients;
       and

(iii)  monitoring the Proxy Vendor Oversight's proxy voting activities (see
       below).

AM's Proxy Vendor Oversight, a function of AM's Operations Group, is responsible
for coordinating with ISS to administer AM's proxy voting process and for voting
proxies in accordance with any specific client instructions or, if there are
none, the Guidelines, and overseeing ISS' proxy responsibilities in this regard.

3.       Availability of Proxy Voting Policies and Procedures and proxy voting
         record

Copies of these Policies and Procedures, as they may be updated from time to
time, are made available to clients as required by law and otherwise at AM's
discretion. Clients may also obtain information on how their proxies were voted
by AM as required by law and otherwise at AM's discretion; however, AM must not
selectively disclose its investment company clients' proxy voting records. The
Proxy Vendor Oversight will make proxy voting reports available to advisory
clients upon request. The investment companies' proxy voting records will be
disclosed to shareholders by means of publicly-available annual filings of each
company's proxy voting record for 12-month periods ended June 30 (see
"Recordkeeping" below), if so required by relevant law.


IV.      PROCEDURES

The key aspects of AM's proxy voting process are as follows:

1.       The GPVSC's Proxy Voting Guidelines

The Guidelines set forth the GPVSC's standard voting positions on a
comprehensive list of common proxy voting matters. The GPVSC has developed, and
continues to update the Guidelines based on consideration of current corporate
governance principles, industry standards, client feedback, and the impact of
the matter on issuers and the value of the investments.

The GPVSC will review the Guidelines as necessary to support the best economic
interests of AM's clients and, in any event, at least annually. The GPVSC will
make changes to the Guidelines, whether as a result of the annual review or
otherwise, taking solely into account the best economic interests of clients.
Before changing the Guidelines, the GPVSC will thoroughly review and evaluate
the proposed change and the reasons therefore, and the GPVSC Chair will ask
GPVSC members whether anyone outside of the AM organization (but within Deutsche
Bank and its affiliates) or any entity that identifies itself as a AM advisory
client has requested or attempted to influence the proposed change and whether
any member has a conflict of interest with respect to the proposed change. If
any such matter is reported to the GPVSC Chair, the Chair will promptly notify
the Conflicts of Interest Management Sub-Committee (see below) and will defer
the approval, if possible. Lastly, the GPVSC will fully document its rationale
for approving any change to the Guidelines.

The Guidelines may reflect a voting position that differs from the actual
practices of the public company(ies) within the Deutsche Bank organization or of
the investment companies for which AM or an affiliate serves as investment
adviser or sponsor. Investment companies, particularly closed-end investment
companies, are different from traditional operating companies. These differences
may call for differences in voting positions on the same matter. Further, the
manner in which AM votes investment company proxies may differ from proposals
for which a AM-advised or sponsored investment company solicits proxies from its
shareholders. As reflected in the Guidelines, proxies solicited by closed-end
(and open-end) investment companies are generally voted in accordance with the
pre-determined guidelines of ISS. See Section IV.3.B.

Funds ("Underlying Funds") in which Topiary Fund Management Fund of Funds (each,
a "Fund") invest, may from time to time seek to revise their investment terms
(i.e. liquidity, fees, etc.) or investment structure. In such event, the
Underlying Funds may require approval/consent from its investors to effect the
relevant changes. Topiary Fund Management has adopted Proxy Voting Procedures
which outline the process for these approvals.

2.       Specific proxy voting decisions made by the GPVSC

The Proxy Vendor Oversight will refer to the GPVSC all proxy proposals (i) that
are not covered by specific client instructions or the Guidelines; or (ii) that,
according to the Guidelines, should be evaluated and voted on a case-by-case
basis.

Additionally, if, the Proxy Vendor Oversight, the GPVSC Chair or any member of
the GPVSC, a portfolio manager, a research analyst or a sub-adviser believes
that voting a particular proxy in accordance with the Guidelines may not be in
the best economic interests of clients, that individual may bring the matter to
the attention of the GPVSC Chair and/or the Proxy Vendor Oversight.(2)

_____________________

(2)      The Proxy Vendor Oversight generally monitors upcoming proxy
         solicitations for heightened attention from the press or the industry
         and for novel or unusual proposals or circumstances, which may prompt
         the Proxy Vendor Oversight to bring the solicitation to the attention
         of the GPVSC Chair. AM portfolio managers, AM research analysts and
         sub-advisers also may bring a particular proxy vote to the attention of
         the GPVSC Chair, as a result of their ongoing monitoring of portfolio
         securities held by advisory clients and/or their review of the periodic
         proxy voting record reports that the GPVSC Chair distributes to AM
         portfolio managers and AM research analysts.

If the Proxy Vendor Oversight refers a proxy proposal to the GPVSC or the GPVSC
determines that voting a particular proxy in accordance with the Guidelines is
not in the best economic interests of clients, the GPVSC will evaluate and vote
the proxy, subject to the procedures below regarding conflicts.

The GPVSC endeavors to hold meetings to decide how to vote particular proxies
sufficiently before the voting deadline so that the procedures below regarding
conflicts can be completed before the GPVSC's voting determination.

3.       Certain proxy votes may not be cast

In some cases, the GPVSC may determine that it is in the best economic interests
of its clients not to vote certain proxies. If the conditions below are met with
regard to a proxy proposal, AM will abstain from voting:

o        Neither the Guidelines nor specific client instructions cover an issue;

o        ISS does not make a recommendation on the issue;

o        The GPVSC cannot convene on the proxy proposal at issue to make a
         determination as to what would be in the client's best interest. (This
         could happen, for example, if the Conflicts of Interest Management
         Sub-committee found that there was a material conflict or if despite
         all best efforts being made, the GPVSC quorum requirement could not be
         met).

In addition, it is AM's policy not to vote proxies of issuers subject to laws of
those jurisdictions that impose restrictions upon selling shares after proxies
are voted, in order to preserve liquidity. In other cases, it may not be
possible to vote certain proxies, despite good faith efforts to do so. For
example, some jurisdictions do not provide adequate notice to shareholders so
that proxies may be voted on a timely basis. Voting rights on securities that
have been loaned to third-parties transfer to those third-parties, with loan
termination often being the only way to attempt to vote proxies on the loaned
securities. Lastly, the GPVSC may determine that the costs to the client(s)
associated with voting a particular proxy or group of proxies outweighs the
economic benefits expected from voting the proxy or group of proxies.

The Proxy Vendor Oversight will coordinate with the GPVSC Chair regarding any
specific proxies and any categories of proxies that will not or cannot be voted.
The reasons for not voting any proxy shall be documented.

4.       Conflict of Interest Procedures

A. Procedures to Address Conflicts of Interest and Improper Influence

Overriding Principle. In the limited circumstances where the GPVSC votes
proxies,(3) the GPVSC will vote those proxies in accordance with what it, in
good faith, determines to be the best economic interests of AM's clients.(4)

_____________________

(3)      As mentioned above, the GPVSC votes proxies (i) where neither a
         specific client instruction nor a Guideline directs how the proxy
         should be voted, (ii) where the Guidelines specify that an issue is to
         be determined on a case by case basis or (iii) where voting in
         accordance with the Guidelines may not be in the best economic
         interests of clients.

(4)      The Proxy Vendor Oversight, who serves as the non-voting secretary of
         the GPVSC, may receive routine calls from proxy solicitors and other
         parties interested in a particular proxy vote. Any contact that
         attempts to exert improper pressure or influence shall be reported to
         the Conflicts of Interest Management Sub-Committee.

Independence of the GPVSC. As a matter of Compliance policy, the GPVSC and the
Proxy Vendor Oversight are structured to be independent from other parts of
Deutsche Bank. Members of the GPVSC and the employee responsible for Proxy
Vendor Oversight are employees of AM. As such, they may not be subject to the
supervision or control of any employees of Deutsche Bank Corporate and
Investment Banking division ("CIB"). Their compensation cannot be based upon
their contribution to any business activity outside of AM without prior approval
of Legal and Compliance. They can have no contact with employees of Deutsche
Bank outside of the Private Client and Asset Management division ("PCAM")
regarding specific clients, business matters or initiatives without the prior
approval of Legal and Compliance. They furthermore may not discuss proxy votes
with any person outside of AM (and within AM only on a need to know basis).

Conflict Review Procedures. There will be a committee (the "Conflicts of
Interest Management Sub-Committee") established within AM that will monitor for
potential material conflicts of interest in connection with proxy proposals that
are to be evaluated by the GPVSC. Promptly upon a determination that a vote
shall be presented to the GPVSC, the GPVSC Chair shall notify the Conflicts of
Interest Management Sub-Committee. The Conflicts of Interest Management
Sub-Committee shall promptly collect and review any information deemed
reasonably appropriate to evaluate, in its reasonable judgment, if AM or any
person participating in the proxy voting process has, or has the appearance of,
a material conflict of interest. For the purposes of this policy, a conflict of
interest shall be considered "material" to the extent that a reasonable person
could expect the conflict to influence, or appear to influence, the GPVSC's
decision on the particular vote at issue. GPVSC should provide the Conflicts of
Interest Management Sub-Committee a reasonable amount of time (no less than 24
hours) to perform all necessary and appropriate reviews. To the extent that a
conflicts review can not be sufficiently completed by the Conflicts of Interest
Management Sub-Committee the proxies will be voted in accordance with the
standard guidelines.

The information considered by the Conflicts of Interest Management Sub-Committee
may include without limitation information regarding (i) AM client
relationships; (ii) any relevant personal conflict known by the Conflicts of
Interest Management Sub-Committee or brought to the attention of that
sub-committee; (iii) and any communications with members of the GPVSC (or anyone
participating or providing information to the GPVSC) and any person outside of
the AM organization (but within Deutsche Bank and its affiliates) or any entity
that identifies itself as a AM advisory client regarding the vote at issue. In
the context of any determination, the Conflicts of Interest Management
Sub-Committee may consult with, and shall be entitled to rely upon, all
applicable outside experts, including legal counsel.

Upon completion of the investigation, the Conflicts of Interest Management
Sub-Committee will document its findings and conclusions. If the Conflicts of
Interest Management Sub-Committee determines that (i) AM has a material conflict
of interest that would prevent it from deciding how to vote the proxies
concerned without further client consent or (ii) certain individuals should be
recused from participating in the proxy vote at issue, the Conflicts of Interest
Management Sub-Committee will so inform the GPVSC chair.

If notified that AM has a material conflict of interest as described above, the
GPVSC chair will obtain instructions as to how the proxies should be voted
either from (i) if time permits, the effected clients, or (ii) in accordance
with the standard guidelines. If notified that certain individuals should be
recused from the proxy vote at issue, the GPVSC Chair shall do so in accordance
with the procedures set forth below.

Note: Any AM employee who becomes aware of a potential, material conflict of
interest in respect of any proxy vote to be made on behalf of clients shall
notify Compliance. Compliance shall call a meeting of the conflict review
committee to evaluate such conflict and determine a recommended course of
action.

Procedures to be followed by the GPVSC. At the beginning of any discussion
regarding how to vote any proxy, the GPVSC Chair (or his or her delegate) will
inquire as to whether any GPVSC member (whether voting or ex officio) or any
person participating in the proxy voting process has a personal conflict of
interest or has actual knowledge of an actual or apparent conflict that has not
been reported to the Conflicts of Interest Management Sub-Committee.

The GPVSC Chair also will inquire of these same parties whether they have actual
knowledge regarding whether any director, officer or employee outside of the AM
organization (but within Deutsche Bank and its affiliates) or any entity that
identifies itself as a AM advisory client, has: (i) requested that AM, the Proxy
Vendor Oversight (or any member thereof) or a GPVSC member vote a particular
proxy in a certain manner; (ii) attempted to influence AM, the Proxy Vendor
Oversight (or any member thereof), a GPVSC member or any other person in
connection with proxy voting activities; or (iii) otherwise communicated with a
GPVSC member or any other person participating or providing information to the
GPVSC regarding the particular proxy vote at issue, and which incident has not
yet been reported to the Conflicts of Interest Management Sub- Committee.

If any such incidents are reported to the GPVSC Chair, the Chair will promptly
notify the Conflicts of Interest Management Sub-Committee and, if possible, will
delay the vote until the Conflicts of Interest Management Sub-Committee can
complete the conflicts report. If a delay is not possible, the Conflicts of
Interest Management Sub-Committee will instruct the GPVSC whether anyone should
be recused from the proxy voting process, or whether AM should vote the proxy in
accordance with the standard guidelines, seek instructions as to how to vote the
proxy at issue from ISS or, if time permits, the effected clients. These
inquiries and discussions will be properly reflected in the GPVSC's minutes.

Duty to Report. Any AM employee, including any GPVSC member (whether voting or
ex officio), that is aware of any actual or apparent conflict of interest
relevant to, or any attempt by any person outside of the AM organization (but
within Deutsche Bank and its affiliates) or any entity that identifies itself as
a AM advisory client to influence, how AM votes its proxies has a duty to
disclose the existence of the situation to the GPVSC Chair (or his or her
designee) and the details of the matter to the Conflicts of Interest Management
Sub-Committee. In the case of any person participating in the deliberations on a
specific vote, such disclosure should be made before engaging in any activities
or participating in any discussion pertaining to that vote.

Recusal of Members. The GPVSC will recuse from participating in a specific proxy
vote any GPVSC members (whether voting or ex officio) and/or any other person
who (i) are personally involved in a material conflict of interest; or (ii) who,
as determined by the Conflicts of Interest Management Sub-Committee, have actual
knowledge of a circumstance or fact that could effect their independent
judgment, in respect of such vote. The GPVSC will also exclude from
consideration the views of any person (whether requested or volunteered) if the
GPVSC or any member thereof knows, or if the Conflicts of Interest Management
Sub-Committee has determined, that such other person has a material conflict of
interest with respect to the particular proxy, or has attempted to influence the
vote in any manner prohibited by these policies.

If, after excluding all relevant GPVSC voting members pursuant to the paragraph
above, there are three or more GPVSC voting members remaining, those remaining
GPVSC members will determine how to vote the proxy in accordance with these
Policies and Procedures. If there are fewer than three GPVSC voting members
remaining, the GPVSC Chair will vote the proxy in accordance with the standard
guidelines, will obtain instructions as to how to have the proxy voted from, if
time permits, the effected clients and otherwise from ISS.

B.       Investment Companies and Affiliated Public Companies

Investment Companies. As reflected in the Guidelines, all proxies solicited by
open-end and closed-end investment companies are voted in accordance with the
pre-determined guidelines of ISS, unless the investment company client directs
AM to vote differently on a specific proxy or specific categories of proxies.
However, regarding investment companies for which AM or an affiliate serves as
investment adviser or principal underwriter, such proxies are voted in the same
proportion as the vote of all other shareholders (i.e., "mirror" or "echo"
voting). Master fund proxies solicited from feeder funds are voted in accordance
with applicable provisions of Section 12 of the Investment Company Act of 1940.

Subject to participation agreements with certain Exchange Traded Funds ("ETF")
issuers that have received exemptive orders from the U.S. Securities and
Exchange Commission allowing investing DWS funds to exceed the limits set forth
in Section 12(d)(1)(A) and (B) of the Investment Company Act of 1940, DeAM will
echo vote proxies for ETFs in which Deutsche Bank holds more than 25% of
outstanding voting shares globally when required to do so by participation
agreements and SEC orders.

Affiliated Public Companies. For proxies solicited by non-investment company
issuers of or within the Deutsche Bank organization, e.g., Deutsche bank itself,
these proxies will be voted in the same proportion as the vote of other
shareholders (i.e., "mirror" or "echo" voting).

Note: With respect to the QP Trust (not registered under the Investment Company
Act of 1940), the Fund is not required to engage in echo voting and the
investment adviser will use these Guidelines, and may determine, with respect to
the QP Trust, to vote contrary to the positions in the Guidelines, consistent
with the Fund's best interest.

C.       Other Procedures That Limit Conflicts of Interest

AM and other entities in the Deutsche Bank organization have adopted a number of
policies, procedures and internal controls that are designed to avoid various
conflicts of interest, including those that may arise in connection with proxy
voting, including:

o        Deutsche Bank Americas Restricted Activities Policy. This policy
         provides for, among other things, independence of AM employees from
         CIB, and information barriers between AM and other affiliates.
         Specifically, no AM employee may be subject to the supervision or
         control of any employee of CIB. No AM employee shall have his or her
         compensation based upon his or her contribution to any business
         activity within the Bank outside of the business of AM, without the
         prior approval of Legal or Compliance. Further, no employee of CIB
         shall have any input into the compensation of a AM employee without the
         prior approval of Legal or Compliance. Under the information barriers
         section of this policy, as a general rule, AM employees who are
         associated with the investment process should have no contact with
         employees of Deutsche Bank or its affiliates, outside of PCAM,
         regarding specific clients, business matters, or initiatives. Further,
         under no circumstances should proxy votes be discussed with any
         Deutsche Bank employee outside of AM (and should only be discussed on a
         need-to-know basis within AM).

Other relevant internal policies include the Deutsche Bank Americas Code of
Professional Conduct, the Deutsche Asset Management Information Sharing
Procedures, the Deutsche Asset Management Code of Ethics, the Sarbanes-Oxley
Senior Officer Code of Ethics, and the Deutsche Bank Group Code of Conduct. The
GPVSC expects that these policies, procedures and internal controls will greatly
reduce the chance that the GPVSC (or, its members) would be involved in, aware
of or influenced by, an actual or apparent conflict of interest.


V.       RECORDKEEPING

At a minimum, the following types of records must be properly maintained and
readily accessible in order to evidence compliance with this policy.

o        AM will maintain a record of each vote cast by AM that includes among
         other things, company name, meeting date, proposals presented, vote
         cast and shares voted.

o        The Proxy Vendor Oversight maintains records for each of the proxy
         ballots it votes. Specifically, the records include, but are not
         limited to:

         -        The proxy statement (and any additional solicitation
                  materials) and relevant portions of annual statements.

         -        Any additional information considered in the voting process
                  that may be obtained from an issuing company, its agents or
                  proxy research firms.

         -        Analyst worksheets created for stock option plan and share
                  increase analyses.

         -        Proxy Edge print-screen of actual vote election.

o        AM will retain these Policies and Procedures and the Guidelines; will
         maintain records of client requests for proxy voting information; and
         will retain any documents the Proxy Vendor Oversight or the GPVSC
         prepared that were material to making a voting decision or that
         memorialized the basis for a proxy voting decision.

o        The GPVSC also will create and maintain appropriate records documenting
         its compliance with these Policies and Procedures, including records of
         its deliberations and decisions regarding conflicts of interest and
         their resolution.

o        With respect to AM's investment company clients, ISS will create and
         maintain records of each company's proxy voting record for 12-month
         periods ended June 30. AM will compile the following information for
         each matter relating to a portfolio security considered at any
         shareholder meeting held during the period covered by the report and
         with respect to which the company was entitled to vote:

         -        The name of the issuer of the portfolio security;

         -        The exchange ticker symbol of the portfolio security (if
                  symbol is available through reasonably practicable means);

         -        The Council on Uniform Securities Identification Procedures
                  number for the portfolio security (if the number is available
                  through reasonably practicable means);

         -        The shareholder meeting date;

         -        A brief identification of the matter voted on;

         -        Whether the matter was proposed by the issuer or by a security
                  holder;

         -        Whether the company cast its vote on the matter;

         -        How the company cast its vote (e.g., for or against proposal,
                  or abstain; for or withhold regarding election of directors);
                  and

         -        Whether the company cast its vote for or against management.

Note: This list is intended to provide guidance only in terms of the records
that must be maintained in accordance with this policy. In addition, please note
that records must be maintained in accordance with the applicable AM Records
Management Policy.

With respect to electronically stored records, "properly maintained" is defined
as complete, authentic (unalterable) usable and backed-up. At a minimum, records
should be retained for a period of not less than six years (or longer, if
necessary to comply with applicable regulatory requirements), the first three
years in an appropriate AM office.


VI.      THE GPVSC'S OVERSIGHT ROLE

In addition to adopting the Guidelines and making proxy voting decisions on
matters referred to it as set forth above, the GPVSC will monitor the proxy
voting process by reviewing summary proxy information presented by ISS. The
GPVSC will use this review process to determine, among other things, whether any
changes should be made to the Guidelines. This review will take place at least
quarterly and will be documented in the GPVSC's minutes.


Attachment A - Global Proxy Voting Guidelines







                            Deutsche Asset Management

                         Global Proxy Voting Guidelines



                             As Amended October 2008


                                [GRAPHIC OMITTED]
Table of contents

I        Board Of Directors And Executives

         A        Election Of Directors

         B        Classified Boards Of Directors

         C        Board And Committee Independence

         D        Liability And Indemnification Of Directors

         E        Qualifications Of Directors

         F        Removal Of Directors And Filling Of Vacancies

         G        Proposals To Fix The Size Of The Board

         H        Proposals to Restrict Chief Executive Officer's Service on

                  Multiple Boards

         I        Proposals to Restrict Supervisory Board Members Service on

                  Multiple Boards

         J        Proposals to Establish Audit Committees

II       Capital Structure

         A        Authorization Of Additional Shares

         B        Authorization Of "Blank Check" Preferred Stock

         C        Stock Splits/Reverse Stock Splits

         D        Dual Class/Supervoting Stock

         E        Large Block Issuance

         F        Recapitalization Into A Single Class Of Stock

         G        Share Repurchases

         H        Reductions In Par Value

III      Corporate Governance Issues

         A        Confidential Voting

         B        Cumulative Voting

         C        Supermajority Voting Requirements

         D        Shareholder Right To Vote

IV       Compensation

         A        Establishment of a Remuneration Committee

         B        Executive And Director Stock Option Plans

         C        Employee Stock Option/Purchase Plans

         D        Golden Parachutes

         E        Proposals To Limit Benefits Or Executive Compensation

         F        Option Expensing

         G        Management board election and motion

         H        Remuneration (variable pay)

         I        Long-term incentive plans

         J        Shareholder Proposals Concerning "Pay For Superior
                  Performance"

         K        Executive Compensation Advisory

V        Anti-Takeover Related Issues

         A        Shareholder Rights Plans ("Poison Pills")

         B        Reincorporation

         C        Fair-Price Proposals

         D        Exemption From State Takeover Laws

         E        Non-Financial Effects Of Takeover Bids

VI       Mergers & Acquisitions

VII      Social & Political Issues

         A        Labor & Human Rights

         B        Diversity & Equality

         C        Health & Safety

         D        Government/Military

         E        Tobacco

VIII     Environmental Issues

IX       Miscellaneous Items

         A        Ratification Of Auditors

         B        Limitation Of Non-Audit Services Provided By Independent
                  Auditor

         C        Audit Firm Rotation

         D        Transaction Of Other Business

         E        Motions To Adjourn The Meeting

         F        Bundled Proposals

         G        Change Of Company Name

         H        Proposals Related To The Annual Meeting

         I        Reimbursement Of Expenses Incurred From Candidate Nomination

         J        Investment Company Proxies

         K        International Proxy Voting


These Guidelines may reflect a voting position that differs from the actual
practices of the public company (ies) within the Deutsche Bank organization or
of the investment companies for which AM or an affiliate serves as investment
adviser or sponsor.

NOTE: Because of the unique structure and regulatory scheme applicable to
closed-end investment companies, the voting guidelines (particularly those
related to governance issues) generally will be inapplicable to holdings of
closed-end investment companies. As a result, determinations on the appropriate
voting recommendation for closed-end investment company shares will be made on a
case-by-case basis.


I.       Board of Directors and Executives

A.       Election of Directors

Routine: AM Policy is to vote "for" the uncontested election of directors. Votes
for a director in an uncontested election will be withheld in cases where a
director has shown an inability to perform his/her duties in the best interests
of the shareholders.

Proxy contest: In a proxy contest involving election of directors, a
case-by-case voting decision will be made based upon analysis of the issues
involved and the merits of the incumbent and dissident slates of directors. AM
will incorporate the decisions of a third party proxy research vendor,
currently, Institutional Shareholder Services ("ISS") subject to review by the
Proxy Voting Sub-Committee (GPVSC) as set forth in the AM's Proxy Voting
Policies and Procedures.

Rationale: The large majority of corporate directors fulfill their fiduciary
obligation and in most cases support for management's nominees is warranted. As
the issues relevant to a contested election differ in each instance, those cases
must be addressed as they arise.

B.       Classified Boards of Directors

AM policy is to vote against proposals to classify the board and for proposals
to repeal classified boards and elect directors annually.

Rationale: Directors should be held accountable on an annual basis. By
entrenching the incumbent board, a classified board may be used as an
anti-takeover device to the detriment of the shareholders in a hostile take-over
situation.

C.       Board and Committee Independence

AM policy is to vote:

1.       "For" proposals that require that a certain percentage (majority up to
         66 2/3%) of members of a board of directors be comprised of independent
         or unaffiliated directors.

2.       "For" proposals that require all members of a company's compensation,
         audit, nominating, or other similar committees be comprised of
         independent or unaffiliated directors.

3.       "Against" shareholder proposals to require the addition of special
         interest, or constituency, representatives to boards of directors.

4.       "For" separation of the Chairman and CEO positions.

5.       "Against" proposals that require a company to appoint a Chairman who is
         an independent director.

Rationale: Board independence is a cornerstone of effective governance and
accountability. A board that is sufficiently independent from management assures
that shareholders' interests are adequately represented. However, the Chairman
of the board must have sufficient involvement in and experience with the
operations of the company to perform the functions required of that position and
lead the company.

No director qualifies as 'independent' unless the board of directors
affirmatively determines that the director has no material relationship with the
listed company (either directly or as a partner, shareholder or officer of an
organization that has a relationship with the company).

Whether a director is in fact not "independent" will depend on the laws and
regulations of the primary market for the security and the exchanges, if any, on
which the security trades.

D.       Liability and Indemnification of Directors

AM policy is to vote "for" management proposals to limit directors' liability
and to broaden the indemnification of directors, unless broader indemnification
or limitations on directors' liability would effect shareholders' interests in
pending litigation.

Rationale: While shareholders want directors and officers to be responsible for
their actions, it is not in the best interests of the shareholders for them to
be to risk averse. If the risk of personal liability is too great, companies may
not be able to find capable directors willing to serve. We support expanding
coverage only for actions taken in good faith and not for serious violations of
fiduciary obligation or negligence.

E.       Qualifications of Directors

AM policy is to follow management's recommended vote on either management or
shareholder proposals that set retirement ages for directors or require specific
levels of stock ownership by directors.

Rationale: As a general rule, the board of directors, and not the shareholders,
is most qualified to establish qualification policies.

F.       Removal of Directors and Filling of Vacancies

AM policy is to vote "against" proposals that include provisions that directors
may be removed only for cause or proposals that include provisions that only
continuing directors may fill board vacancies.

Rationale: Differing state statutes permit removal of directors with or without
cause. Removal of directors for cause usually requires proof of self-dealing,
fraud or misappropriation of corporate assets, limiting shareholders' ability to
remove directors except under extreme circumstances. Removal without cause
requires no such showing.

Allowing only incumbent directors to fill vacancies can serve as an
anti-takeover device, precluding shareholders from filling the board until the
next regular election.

G.       Proposals to Fix the Size of the Board

AM policy is to vote:

1.       "For" proposals to fix the size of the board unless: (a) no specific
         reason for the proposed change is given; or (b) the proposal is part of
         a package of takeover defenses.

2.       "Against" proposals allowing management to fix the size of the board
         without shareholder approval.

Rationale: Absent danger of anti-takeover use, companies should be granted a
reasonable amount of flexibility in fixing the size of its board.

H.       Proposals to Restrict Chief Executive Officer's Service on Multiple
         Boards

AM policy is to vote "For" proposals to restrict a Chief Executive Officer from
serving on more than three outside boards of directors.

Rationale: Chief Executive Officer must have sufficient time to ensure that
shareholders' interests are represented adequately.

Note: A director's service on multiple closed-end fund boards within a fund
complex are treated as service on a single Board for the purpose of the proxy
voting guidelines.

I.       Proposals to Restrict Supervisory Board Members Service on Multiple
         Boards (For FFT Securities)

AM policy is to vote "for" proposals to restrict a Supervisory Board Member from
serving on more than five supervisory boards.

Rationale: We consider a strong, independent and knowledgeable supervisory board
as important counter-balance to executive management to ensure that the
interests of shareholders are fully reflected by the company.

Full information should be disclosed in the annual reports and accounts to allow
all shareholders to judge the success of the supervisory board controlling their
company.

Supervisory Board Member must have sufficient time to ensure that shareholders'
interests are represented adequately.

Note: A director's service on multiple closed-end fund boards within a fund
complex are treated as service on a single Board for the purpose of the proxy
voting guidelines.

J.       Proposals to Establish Audit Committees (For FFT and U.S. Securities)
         AM policy is to vote "for" proposals that require the establishment of
         audit committees.

Rationale: The audit committee should deal with accounting and risk management
related questions, verifies the independence of the auditor with due regard to
possible conflicts of interest. It also should determine the procedure of the
audit process.


II.      Capital Structure

A.       Authorization of Additional Shares (For U.S. Securities)

AM policy is to vote "for" proposals to increase the authorization of existing
classes of stock that do not exceed a 3:1 ratio of shares authorized to shares
outstanding for a large cap company, and do not exceed a 4:1 ratio of shares
authorized to shares outstanding for a small-midcap company (companies having a
market capitalization under one billion U.S. dollars.).

Rationale: While companies need an adequate number of shares in order to carry
on business, increases requested for general financial flexibility must be
limited to protect shareholders from their potential use as an anti-takeover
device. Requested increases for specifically designated, reasonable business
purposes (stock split, merger, etc.) will be considered in light of those
purposes and the number of shares required.

B.       Authorization of "Blank Check" Preferred Stock (For U.S. Securities)

AM policy is to vote:

1.   "Against" proposals to create blank check preferred stock or to increase
     the number of authorized shares of blank check preferred stock unless the
     company expressly states that the stock will not be used for anti-takeover
     purposes and will not be issued without shareholder approval.

2.   "For" proposals mandating shareholder approval of blank check stock
     placement.

Rationale: Shareholders should be permitted to monitor the issuance of classes
of preferred stock in which the board of directors is given unfettered
discretion to set voting, dividend, conversion and other rights for the shares
issued.

C.       Stock Splits/Reverse Stock Splits

AM policy is to vote "for" stock splits if a legitimate business purpose is set
forth and the split is in the shareholders' best interests. A vote is cast "for"
a reverse stock split only if the number of shares authorized is reduced in the
same proportion as the reverse split or if the effective increase in authorized
shares (relative to outstanding shares) complies with the proxy guidelines for
common stock increases (see, Section II.A, above.)

Rationale: Generally, stock splits do not detrimentally effect shareholders.
Reverse stock splits, however, may have the same result as an increase in
authorized shares and should be analyzed accordingly.

D.       Dual Class/Supervoting Stock

AM policy is to vote "against" proposals to create or authorize additional
shares of super-voting stock or stock with unequal voting rights.

Rationale: The "one share, one vote" principal ensures that no shareholder
maintains a voting interest exceeding their equity interest in the company.

E.       Large Block Issuance (For U.S. Securities)

AM policy is to address large block issuances of stock on a case-by-case basis,
incorporating the recommendation of an independent third party proxy research
firm (currently ISS) subject to review by the GPVSC as set forth in AM's Proxy
Policies and Procedures.

Additionally, AM supports proposals requiring shareholder approval of large
block issuances.

Rationale: Stock issuances must be reviewed in light of the business
circumstances leading to the request and the potential impact on shareholder
value.

F.       Recapitalization into a Single Class of Stock

AM policy is to vote "for" recapitalization plans to provide for a single class
of common stock, provided the terms are fair, with no class of stock being
unduly disadvantaged.

Rationale: Consolidation of multiple classes of stock is a business decision
that may be left to the board and/management if there is no adverse effect on
shareholders.

G.       Share Repurchases

AM policy is to vote "for" share repurchase plans provided all shareholders are
able to participate on equal terms.

Rationale: Buybacks are generally considered beneficial to shareholders because
they tend to increase returns to the remaining shareholders.

H.       Reductions in Par Value

AM policy is to vote "for" proposals to reduce par value, provided a legitimate
business purpose is stated (e.g., the reduction of corporate tax
responsibility.)

Rationale: Usually, adjustments to par value are a routine financial decision
with no substantial impact on shareholders.


III.     Corporate Governance Issues

A.       Confidential Voting

AM policy is to vote "for" proposals to provide for confidential voting and
independent tabulation of voting results and to vote "against" proposals to
repeal such provisions.

Rationale: Confidential voting protects the privacy rights of all shareholders.
This is particularly important for employee-shareholders or shareholders with
business or other affiliations with the company, who may be vulnerable to
coercion or retaliation when opposing management. Confidential voting does not
interfere with the ability of corporations to communicate with all shareholders,
nor does it prohibit shareholders from making their views known directly to
management.

B.       Cumulative Voting (For U.S. Securities)

AM policy is to vote "against" shareholder proposals requesting cumulative
voting and "for" management proposals to eliminate it. The protections afforded
shareholders by cumulative voting are not necessary when a company has a history
of good performance and does not have a concentrated ownership interest.
Accordingly, a vote is cast "against" cumulative voting and "for" proposals to
eliminate it if:

a)       The company has a five year return on investment greater than the
         relevant industry index,

b)       All directors and executive officers as a group beneficially own less
         than 10% of the outstanding stock, and

c)       No shareholder (or voting block) beneficially owns 15% or more of the
         company.

Thus, failure of any one of the three criteria results in a vote for cumulative
voting in accordance with the general policy.

Rationale: Cumulative voting is a tool that should be used to ensure that
holders of a significant number of shares may have board representation;
however, the presence of other safeguards may make their use unnecessary.

C.       Supermajority Voting Requirements

AM policy is to vote "against" management proposals to require a supermajority
vote to amend the charter or bylaws and to vote "for" shareholder proposals to
modify or rescind existing supermajority requirements.

*Exception made when company holds a controlling position and seeks to lower
threshold to maintain control and/or make changes to corporate by-laws.

Rationale: Supermajority voting provisions violate the democratic principle that
a simple majority should carry the vote. Setting supermajority requirements may
make it difficult or impossible for shareholders to remove egregious by-law or
charter provisions. Occasionally, a company with a significant insider held
position might attempt to lower a supermajority threshold to make it easier for
management to approve provisions that may be detrimental to shareholders. In
that case, it may not be in the shareholders interests to lower the
supermajority provision.

D.       Shareholder Right to Vote

AM policy is to vote "against" proposals that restrict the right of shareholders
to call special meetings, amend the bylaws, or act by written consent. Policy is
to vote "for" proposals that remove such restrictions.

Rationale: Any reasonable means whereby shareholders can make their views known
to management or effect the governance process should be supported.


IV.      Compensation

Annual Incentive Plans or Bonus Plans are often submitted to shareholders for
approval. These plans typically award cash to executives based on company
performance. Deutsche Bank believes that the responsibility for executive
compensation decisions rest with the board of directors and/or the compensation
committee, and its policy is not to second-guess the board's award of cash
compensation amounts to executives unless a particular award or series of awards
is deemed excessive. If stock options are awarded as part of these bonus or
incentive plans, the provisions must meet Deutsche Bank's criteria regarding
stock option plans, or similar stock-based incentive compensation schemes, as
set forth below.

A.       Establishment of a Remuneration Committee (For FFT Securities)

AM policy is to vote "for" proposals that require the establishment of a
remuneration committee.

Rationale: Corporations should disclose in each annual report or proxy statement
their policies on remuneration. Essential details regarding executive
remuneration including share options, long-term incentive plans and bonuses,
should be disclosed in the annual report, so that investors can judge whether
corporate pay policies and practices meet the standard.

The remuneration committee shall not comprise any board members and should be
sensitive to the wider scene on executive pay. It should ensure that
performance-based elements of executive pay are designed to align the interests
of shareholders.

B.       Executive and Director Stock Option Plans

AM policy is to vote "for" stock option plans that meet the following criteria:

(1)      The resulting dilution of existing shares is less than (a) 15 percent
         of outstanding shares for large capital corporations or (b) 20 percent
         of outstanding shares for small-mid capital companies (companies having
         a market capitalization under one billion U.S. dollars.)

(2)      The transfer of equity resulting from granting options at less than FMV
         is no greater than 3% of the over-all market capitalization of large
         capital corporations, or 5% of market cap for small-mid capital
         companies.

(3)      The plan does not contain express repricing provisions and, in the
         absence of an express statement that options will not be repriced; the
         company does not have a history of repricing options.

(4)      The plan does not grant options on super-voting stock.

AM will support performance-based option proposals as long as a) they do not
mandate that all options granted by the company must be performance based, and
b) only certain high-level executives are subject to receive the performance
based options.

AM will support proposals to eliminate the payment of outside director pensions.

Rationale: Determining the cost to the company and to shareholders of
stock-based incentive plans raises significant issues not encountered with
cash-based compensation plans. These include the potential dilution of existing
shareholders' voting power, the transfer of equity out of the company resulting
from the grant and execution of options at less than FMV and the authority to
reprice or replace underwater options. Our stock option plan analysis model
seeks to allow reasonable levels of flexibility for a company yet still protect
shareholders from the negative impact of excessive stock compensation.
Acknowledging that small mid-capital corporations often rely more heavily on
stock option plans as their main source of executive compensation and may not be
able to compete with their large capital competitors with cash compensation, we
provide slightly more flexibility for those companies.

C.       Employee Stock Option/Purchase Plans

AM policy is to vote for employee stock purchase plans (ESPP's) when the plan
complies with Internal Revenue Code 423, allowing non-management employees to
purchase stock at 85% of FMV.

AM policy is to vote "for" employee stock option plans (ESOPs) provided they
meet the standards for stock option plans in general. However, when computing
dilution and transfer of equity, ESOPs are considered independently from
executive and director option plans.

Rationale: ESOPs and ESPP's encourage rank-and-file employees to acquire an
ownership stake in the companies they work for and have been shown to promote
employee loyalty and improve productivity.

D.       Golden Parachutes

AM policy is to vote "for" proposals to require shareholder approval of golden
parachutes and for proposals that would limit golden parachutes to no more than
three times base compensation. Policy is to vote "against" more restrictive
shareholder proposals to limit golden parachutes.

Rationale: In setting a reasonable limitation, AM considers that an effective
parachute should be less attractive than continued employment and that the IRS
has opined that amounts greater than three times annual salary, are excessive.

E.       Proposals to Limit Benefits or Executive Compensation

AM policy is to vote "against"

1.   Proposals to limit benefits, pensions or compensation and

2.   Proposals that request or require disclosure of executive compensation
     greater than the disclosure required by Securities and Exchange Commission
     (SEC) regulations.

Rationale: Levels of compensation and benefits are generally considered to be
day-to-day operations of the company, and are best left unrestricted by
arbitrary limitations proposed by shareholders.

F.       Option Expensing

AM policy is to support proposals requesting companies to expense stock options.

Rationale: Although companies can choose to expense options voluntarily, the
Financial Accounting Standards Board (FASB) does not yet require it, instead
allowing companies to disclose the theoretical value of options as a footnote.
Because the expensing of stock options lowers earnings, most companies elect not
to do so. Given the fact that options have become an integral component of
compensation and their exercise results in a transfer of shareholder value, AM
agrees that their value should not be ignored and treated as "no cost"
compensation. The expensing of stock options would promote more modest and
appropriate use of stock options in executive compensation plans and present a
more accurate picture of company operational earnings.

G.        Management board election and motion (For FFT Securities)

AM policy is to vote "against":

o        the election of board members with positions on either remuneration or
         audit committees;

o        the election of supervisory board members with too many supervisory
         board mandates;

o        "automatic" election of former board members into the supervisory
         board.

Rationale: Management as an entity, and each of its members, are responsible for
all actions of the company, and are - subject to applicable laws and regulations
- accountable to the shareholders as a whole for their actions.

Sufficient information should be disclosed in the annual company report and
account to allow shareholders to judge the success of the company.

H.       Remuneration (variable pay): (For FFT Securities)

Executive remuneration for Management Board

AM policy is to vote "for" remuneration for Management Board that is transparent
and linked to results.

Rationale: Executive compensation should motivate management and align the
interests of management with the shareholders. The focus should be on criteria
that prevent excessive remuneration; but enable the company to hire and retain
first-class professionals.

Shareholder interests are normally best served when management is remunerated to
optimise long-term returns. Criteria should include suitable measurements like
return on capital employed or economic value added.

Interests should generally also be correctly aligned when management own shares
in the company - even more so if these shares represent a substantial portion of
their own wealth.

Its disclosure shall differentiate between fixed pay, variable (performance
related) pay and long-term incentives, including stock option plans with
valuation ranges as well as pension and any other significant arrangements.

Executive remuneration for Supervisory Board

AM policy is to vote "for" remuneration for Supervisory Board that is at least
50% in fixed form.

Rationale: It would normally be preferable if performance linked compensation
were not based on dividend payments, but linked to suitable result based
parameters. Consulting and procurement services should also be published in the
company report.

I.       Long-term incentive plans (For FFT Securities)

AM policy is to vote "for" long-term incentive plans for members of a management
board that reward for above average company performance.

Rationale: Incentive plans will normally be supported if they:

o        directly align the interests of members of management boards with those
         of shareholders;

o        establish challenging performance criteria to reward only above average
         performance;

o        measure performance by total shareholder return in relation to the
         market or a range of comparable companies;

o        are long-term in nature and encourage long-term ownership of the shares
         once exercised through minimum holding periods;

o        do not allow a repricing of the exercise price in stock option plans.

J.       Shareholder Proposals Concerning "Pay for Superior Performance"

AM policy is to address pay for superior performance proposals on a case-by-case
basis, incorporating the recommendation of an independent third party proxy
research firm (currently ISS) subject to review by the GPVSC as set forth in
AM's Proxy Policies and Procedures.

Rationale: While AM agrees that compensation issues are better left to the
discretion of management, they appreciate the need to monitor for excessive
compensation practices on a case by case basis. If, after a review of the ISS
metrics, AM is comfortable with ISS's applying this calculation and will vote
according to their recommendation.

K.       Executive Compensation Advisory

AM policy is to follow management's recommended vote on shareholder proposals to
propose an advisory resolution seeking to ratify the compensation of the
company's named executive officers (NEOs) on an annual basis.

Rationale: AM believes that controls exist within senior management and
corporate compensation committees, ensuring fair compensation to executives.
This might allow shareholders to require approval for all levels of management's
compensation.

V.       Anti-Takeover Related Issues

A.       Shareholder Rights Plans ("Poison Pills")

AM policy is to vote "for" proposals to require shareholder ratification of
poison pills or that request boards to redeem poison pills, and to vote
"against" the adoption of poison pills if they are submitted for shareholder
ratification.

Rationale: Poison pills are the most prevalent form of corporate takeover
defenses and can be (and usually are) adopted without shareholder review or
consent. The potential cost of poison pills to shareholders during an attempted
takeover outweighs the benefits.

B.       Reincorporation

AM policy is to examine reincorporation proposals on a case-by-case basis. The
voting decision is based on: (1) differences in state law between the existing
state of incorporation and the proposed state of incorporation; and (2)
differences between the existing and the proposed charter/bylaws/articles of
incorporation and their effect on shareholder rights. If changes resulting from
the proposed reincorporation violate the corporate governance principles set
forth in these guidelines, the reincorporation will be deemed contrary to
shareholder's interests and a vote cast "against."

Rationale: Reincorporations can be properly analyzed only by looking at the
advantages and disadvantages to their shareholders. Care must be taken that
anti-takeover protection is not the sole or primary result of a proposed change.

C.       Fair-Price Proposals

AM policy is to vote "for" management fair-price proposals, provided that: (1)
the proposal applies only to two-tier offers; (2) the proposal sets an objective
fair-price test based on the highest price that the acquirer has paid for a
company's shares; (3) the supermajority requirement for bids that fail the
fair-price test is no higher than two-thirds of the outstanding shares; (4) the
proposal contains no other anti-takeover provisions or provisions that restrict
shareholders rights.

A vote is cast for shareholder proposals that would modify or repeal existing
fair-price requirements that do not meet these standards.

Rationale: While fair price provisions may be used as anti-takeover devices, if
adequate provisions are included, they provide some protection to shareholders
who have some say in their application and the ability to reject those
protections if desired.

D.       Exemption from state takeover laws

AM policy is to vote "for" shareholder proposals to opt out of state takeover
laws and to vote "against" management proposals requesting to opt out of state
takeover laws.

Rationale: Control share statutes, enacted at the state level, may harm
long-term share value by entrenching management. They also unfairly deny certain
shares their inherent voting rights.

E.       Non-financial Effects of Takeover Bids

Policy is to vote "against" shareholder proposals to require consideration of
non-financial effects of merger or acquisition proposals.

Rationale: Non-financial effects may often be subjective and are secondary to
AM's stated purpose of acting in its client's best economic interest.


VI.      Mergers & Acquisitions

Evaluation of mergers, acquisitions and other special corporate transactions
(i.e., takeovers, spin-offs, sales of assets, reorganizations, restructurings
and recapitalizations) are performed on a case-by-case basis incorporating
information from an independent proxy research source (currently ISS.)
Additional resources including portfolio management and research analysts may be
considered as set forth in AM's Policies and Procedures.


VII.     Social, Environmental & Political Issues

Social and environmental issues are becoming increasingly important to corporate
success. We incorporate social and environmental considerations into both our
investment decisions and our proxy voting decisions - particularly if the
financial performance of the company could be impacted.

With increasing frequency, shareholder proposals are submitted relating to
social and political responsibility issues. Almost universally, the company
management will recommend a vote "against" these proposals. These types of
proposals cover an extremely wide range of issues. Many of the issues tend to be
controversial and are subject to more than one reasonable, yet opposing, theory
of support. More so than with other types of proxy proposals, social and
political responsibility issues may not have a connection to the economic and
corporate governance principles effecting shareholders' interests. AM's policy
regarding social and political responsibility issues, as with any other issue,
is designed to protect our client shareholders' economic interests.

Occasionally, a distinction is made between a shareholder proposal requesting
direct action on behalf of the board and a request for a report on (or
disclosure of) some information. In order to avoid unduly burdening any company
with reporting requirements, AM's policy is to vote against shareholder
proposals that demand additional disclosure or reporting than is required by the
Securities and Exchange Commission unless it appears there is a legitimate issue
and the company has not adequately addressed shareholders' concerns.

A.       Labor & Human Rights

AM policy is to vote "against" adopting global codes of conduct or workplace
standards exceeding those mandated by law.

Rationale: Additional requirements beyond those mandated by law are deemed
unnecessary and potentially burdensome to companies

B.       Diversity & Equality

1.       AM policy is to vote "against" shareholder proposals to force equal
         employment opportunity, affirmative action or board diversity.

Rationale: Compliance with State and Federal legislation along with information
made available through filings with the EEOC provides sufficient assurance that
companies act responsibly and make information public.

2.       AM policy is also to vote "against" proposals to adopt the Mac Bride
         Principles. The Mac Bride Principles promote fair employment,
         specifically regarding religious discrimination.

Rationale: Compliance with the Fair Employment Act of 1989 makes adoption of the
Mac Bride Principles redundant. Their adoption could potentially lead to charges
of reverse discrimination.

C.       Health & Safety

1.       AM policy is to vote "against" adopting a pharmaceutical price
         restraint policy or reporting pricing policy changes.

Rationale: Pricing is an integral part of business for pharmaceutical companies
and should not be dictated by shareholders (particularly pursuant to an
arbitrary formula.) Disclosing pricing policies may also jeopardize a company's
competitive position in the marketplace.

2.       AM policy is to vote "against" shareholder proposals to control the use
         or labeling of and reporting on genetically engineered products.

Rationale: Additional requirements beyond those mandated by law are deemed
unnecessary and potentially burdensome to companies.

D.       Government/Military

1.       AM policy is to vote against shareholder proposals regarding the
         production or sale of military arms or nuclear or space-based weapons,
         including proposals seeking to dictate a company's interaction with a
         particular foreign country or agency.

Rationale: Generally, management is in a better position to determine what
products or industries a company can and should participate in. Regulation of
the production or distribution of military supplies is, or should be, a matter
of government policy.

2.       AM policy is to vote "against" shareholder proposals regarding
         political contributions and donations.

Rationale: The Board of Directors and Management, not shareholders, should
evaluate and determine the recipients of any contributions made by the company.

3.       AM policy is to vote "against" shareholder proposals regarding
         charitable contributions and donations.

Rationale: The Board of Directors and Management, not shareholders, should
evaluate and determine the recipients of any contributions made by the company.

E.       Tobacco

1.       AM policy is to vote "against" shareholder proposals requesting
         additional standards or reporting requirements for tobacco companies as
         well as "against" requesting companies to report on the intentional
         manipulation of nicotine content.

Rationale: Where a tobacco company's actions meet the requirements of legal and
industry standards, imposing additional burdens may detrimentally effect a
company's ability to compete. The disclosure of nicotine content information
could affect the company's rights in any pending or future litigation.

2.       Shareholder requests to spin-off or restructure tobacco businesses will
         be opposed.

Rationale: These decisions are more appropriately left to the Board and
management, and not to shareholder mandate.


VIII.    Environmental Issues

AM policy is to follow management's recommended vote on CERES Principles or
other similar environmental mandates (e.g., those relating to Greenhouse gas
emissions or the use of nuclear power).

Rationale: Environmental issues are extensively regulated by outside agencies
and compliance with additional requirements often involves significant cost to
companies.


IX.      Miscellaneous Items

A.       Ratification of Auditors

AM policy is to vote "for" a) the management recommended selection of auditors
and b) proposals to require shareholder approval of auditors.

Rationale: Absent evidence that auditors have not performed their duties
adequately, support for management's nomination is warranted.

B.       Limitation of non-audit services provided by independent auditor

AM policy is to support proposals limiting non-audit fees to 50% of the
aggregate annual fees earned by the firm retained as a company's independent
auditor.

Rationale: In the wake of financial reporting problems and alleged audit
failures at a number of companies, AM supports the general principle that
companies should retain separate firms for audit and consulting services to
avoid potential conflicts of interest. However, given the protections afforded
by the recently enacted Sarbanes-Oxley Act of 2002 (which requires Audit
Committee pre-approval for non-audit services and prohibits auditors from
providing specific types of services), and the fact that some non-audit services
are legitimate audit-related services, complete separation of audit and
consulting fees may not be warranted. A reasonable limitation is appropriate to
help ensure auditor independence and it is reasonable to expect that audit fees
exceed non-audit fees.

C.       Audit firm rotation

AM policy is to support proposals seeking audit firm rotation unless the
rotation period sought is less than five years.

Rationale: While the Sarbanes-Oxley Act mandates that the lead audit partner be
switched every five years, AM believes that rotation of the actual audit firm
would provide an even stronger system of checks and balances on the audit
function.

D.       Transaction of Other Business

AM policy is to vote against "transaction of other business" proposals.

Rationale: This is a routine item to allow shareholders to raise other issues
and discuss them at the meeting. As the nature of these issues may not be
disclosed prior to the meeting, we recommend a vote against these proposals.
This protects shareholders voting by proxy (and not physically present at a
meeting) from having action taken at the meeting that they did not receive
proper notification of or sufficient opportunity to consider.

E.       Motions to Adjourn the Meeting

AM Policy is to vote against proposals to adjourn the meeting.

Rationale: Management may seek authority to adjourn the meeting if a favorable
outcome is not secured. Shareholders should already have had enough information
to make a decision. Once votes have been cast, there is no justification for
management to continue spending time and money to press shareholders for
support.

F.       Bundled Proposals

AM policy is to vote against bundled proposals if any bundled issue would
require a vote against it if proposed individually.

Rationale: Shareholders should not be forced to "take the good with the bad" in
cases where the proposals could reasonably have been submitted separately.

G.       Change of Company Name

AM policy is to support management on proposals to change the company name.

Rationale: This is generally considered a business decision for a company.

H.       Proposals Related to the Annual Meeting

AM Policy is to vote in favor of management for proposals related to the conduct
of the annual meeting (meeting time, place, etc.)

Rationale: These are considered routine administrative proposals.

I.       Reimbursement of Expenses Incurred from Candidate Nomination

AM policy is to follow management's recommended vote on shareholder proposals
related to the amending of company bylaws to provide for the reimbursement of
reasonable expenses incurred in connection with nominating one or more
candidates in a contested election of directors to the corporation's board of
directors.

Rationale: Corporations should not be liable for costs associated with
shareholder proposals for directors.

J.       Investment Company Proxies

Proxies solicited by investment companies are voted in accordance with the
recommendations of an independent third party, currently ISS. However, regarding
investment companies for which AM or an affiliate serves as investment adviser
or principal underwriter, such proxies are voted in the same proportion as the
vote of all other shareholders. Proxies solicited by master funds from feeder
funds will be voted in accordance with applicable provisions of Section 12 of
the Investment Company Act of 1940.

Investment companies, particularly closed-end investment companies, are
different from traditional operating companies. These differences may call for
differences in voting positions on the same matter. For example, AM could vote
"for" staggered boards of closed-end investment companies, although AM generally
votes "against" staggered boards for operating companies. Further, the manner in
which AM votes investment company proxies may differ from proposals for which a
AM-advised investment company solicits proxies from its shareholders. As
reflected in the Guidelines, proxies solicited by closed-end (and open-end)
investment companies are voted in accordance with the pre-determined guidelines
of an independent third-party.

Subject to participation agreements with certain Exchange Traded Funds ("ETF")
issuers that have received exemptive orders from the U.S. Securities and
Exchange Commission allowing investing DWS funds to exceed the limits set forth
in Section 12(d)(1)(A) and (B) of the Investment Company Act of 1940, DeAM will
echo vote proxies for ETFs in which Deutsche Bank holds more than 25% of
outstanding voting shares globally when required to do so by participation
agreements and SEC orders.

Note: With respect to the QP Trust (not registered under the Investment Company
Act of 1940), the Fund is not required to engage in echo voting and the
investment adviser will use these Guidelines, and may determine, with respect to
the QP Trust, to vote contrary to the positions in the Guidelines, consistent
with the Fund's best interest.


K.       International Proxy Voting

The above guidelines pertain to issuers organized in the United States, Canada
and Germany. Proxies solicited by other issuers are voted in accordance with
international guidelines or the recommendation of ISS and in accordance with
applicable law and regulation.

                      APPENDIX B -- RATINGS OF INVESTMENTS

                            COMMERCIAL PAPER RATINGS

A-1, A-2, Prime-1, Prime-2 and F1, F2

The ratings A-1 and A-2 are the two highest commercial paper ratings assigned by
Standard & Poor's. A short-term obligation rated 'A-1' is rated in the highest
category by Standard & Poor's. The obligor's 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 short-term obligation rated 'A-2' is 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.

The ratings Prime-1 and Prime-2 are the two highest commercial paper ratings
assigned by Moody's Investors Service, Inc. Among the factors considered by them
in assigning ratings are the following: (1) evaluation of the management of the
issuer; (2) economic evaluation of the issuer's industry or industries and an
appraisal of speculative-type risks which may be inherent in certain areas; (3)
evaluation of the issuer's products in relation to competition and customer
acceptance; (4) liquidity; (5) amount and quality of long-term debt; (6) trend
of earnings over a period of ten years; (7) financial strength of a parent
company and the relationships which exist with the issuer; and (8) recognition
by the management of obligations which may be present or may arise as a result
of public interest questions and preparations to meet such obligations. Relative
strength or weakness of the above factors determines whether the issuer's
commercial paper is rated Prime-1 or Prime-2..

The ratings F1 and F2 are the two highest commercial paper ratings assigned by
Fitch Ratings. F1 reflects highest credit quality. F1 indicates the strongest
capacity for timely payment of financial commitments; and may have an added "+"
to denote any exceptionally strong credit feature. F2 reflects good credit
quality. F2 has a satisfactory capacity for timely payment of financial
commitments, but the margin of safety is not as great as in the case of higher
ratings.

MIG-1 and MIG-2 Municipal Notes

Moody's Investors Service, Inc.'s ratings for state and municipal notes and
other short-term loans will be designated Moody's Investment Grade (MIG). This
distinction is in recognition of the differences between short-term credit risk
and long-term risk. Factors affecting the liquidity of the borrower are
uppermost in importance in short-term borrowing, while various factors of the
first importance in bond risk are of lesser importance in the short run. Loans
designated MIG-1 are of 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. Loans designated
MIG-2 are of high quality, with margins of protection ample although not so
large as in the preceding group.

STANDARD & POOR'S BOND RATINGS

AAA. This is the highest rating assigned to a debt obligation and indicates an
extremely strong capacity to pay principal and interest.

AA. Bonds rated AA also qualify as high-quality debt obligations. Capacity to
pay principal and interest is very strong, and in the majority of instances they
differ from AAA issues only in small degree.

MOODY'S INVESTORS SERVICE, INC. BOND RATINGS

Aaa. Bonds which are 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.


<PAGE>









                               CASH ACCOUNT TRUST

                             Money Market Portfolio
















                       STATEMENT OF ADDITIONAL INFORMATION

                       Premium Reserve Money Market Shares

                        Institutional Money Market Shares

                    Institutional Select Money Market Shares

                                 August 1, 2009



This Statement of Additional Information ("SAI") is not a prospectus and should
be read in conjunction with the appropriate prospectus for the Premium Reserve
Money Market Shares, Institutional Money Market Shares and Institutional Select
Money Market Shares, each dated August 1, 2009, as amended from time to time, a
copy of which may be obtained without charge by calling (800) 730-1313, through
the DWS Investments Web site at www.dws-investments.com or from the firm from
which this SAI was obtained and are available along with other materials on the
Securities and Exchange Commission's Internet Web site (http://www.sec.gov).

Portions of the Annual Report to Shareholders of the Money Market Portfolio for
each of the Premium Reserve Money Market Shares, Institutional Money Market
Shares and Institutional Select Money Market Shares (the "Portfolio"), dated
April 30, 2009 are incorporated by reference into and are hereby deemed to be a
part of this SAI. A copy of an Annual Report may be obtained free of charge by
calling (800) 730-1313. The financial statements contained therein, together
with accompanying notes,

This SAI is incorporated by reference into the prospectuses.

                                TABLE OF CONTENTS
                                                                           Page
                                                                           ----

INVESTMENT RESTRICTIONS.......................................................1

INVESTMENT POLICIES AND TECHNIQUES............................................2
   Portfolio Holdings.........................................................9

MANAGEMENT OF THE PORTFOLIO..................................................10
   Investment Advisor........................................................10

PORTFOLIO SERVICE PROVIDERS..................................................15
   Distributor...............................................................15
   Custodian.................................................................16
   Transfer Agent............................................................16
   Legal Counsel.............................................................17
   Independent Registered Public Accounting Firm.............................18
   Fund Accounting Agent.....................................................18

PORTFOLIO TRANSACTIONS.......................................................18

PURCHASE AND REDEMPTION OF SHARES............................................21

DIVIDENDS....................................................................36

TAXES........................................................................36

NET ASSET VALUE..............................................................37

BOARD MEMBERS AND OFFICERS...................................................38

TRUST ORGANIZATION...........................................................57

PROXY VOTING GUIDELINES......................................................59

FINANCIAL STATEMENTS.........................................................60

ADDITIONAL INFORMATION.......................................................60

APPENDIX A -- PROXY VOTING GUIDELINES.........................................62

APPENDIX B -- RATINGS OF INVESTMENTS..........................................87

This SAI contains information about the Premium Reserve Money Market Shares
("Premium Reserve Shares"), Institutional Money Market Shares ("Institutional
Shares") and Institutional Select Money Market Shares ("Select Shares")
(collectively, the "Shares"), each a class of the Money Market Portfolio (the
"Portfolio" or the "Fund") offered by Cash Account Trust (the "Trust").

                             INVESTMENT RESTRICTIONS

The Portfolio has adopted certain investment restrictions which (except for
policies designated as nonfundamental below) may not be changed without the
approval of a majority of the Portfolio's outstanding voting securities 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 of the Portfolio present at such meeting, if holders of
more than 50% of the outstanding voting securities of the Portfolio are present
or represented by proxy, or (2) more than 50% of the outstanding voting
securities of the Portfolio.

The Portfolio is a diversified series of Cash Account Trust, an open-end
management investment company.

The Portfolio may not:

(1)      Purchase securities of any issuer (other than obligations of, or
         guaranteed by, the United States Government, its agencies or
         instrumentalities) if, as a result, more than 5% of the value of the
         Portfolio's assets would be invested in securities of that issuer.
(2)      Purchase more than 10% of any class of securities of any issuer. All
         debt securities and all preferred stocks are each considered as one
         class.

(3)      Make loans to others (except through the purchase of debt obligations
         or repurchase agreements in accordance with its investment objective
         and policies).

(4)      Borrow money except as a temporary measure for extraordinary or
         emergency purposes and then only in an amount up to one-third of the
         value of its total assets, in order to meet redemption requests without
         immediately selling any money market instruments (any such borrowings
         under this section will not be collateralized). If, for any reason, the
         current value of the Portfolio's total assets falls below an amount
         equal to three times the amount of its indebtedness from money
         borrowed, the Portfolio will, within three days (not including Sundays
         and holidays), reduce its indebtedness to the extent necessary. The
         Portfolio will not borrow for leverage purposes.

(5)      Make short sales of securities, or purchase any securities on margin
         except to obtain such short-term credits as may be necessary for the
         clearance of transactions.

(6)      Write, purchase or sell puts, calls or combinations thereof.

(7)      Purchase or retain the securities of any issuer if any of the officers
         or trustees of the Trust or its investment advisor owns beneficially
         more than 1/2 of 1% of the securities of such issuer and together own
         more than 5% of the securities of such issuer.

(8)      Invest for the purpose of exercising control or management of another
         issuer.

(9)      Invest in commodities or commodity futures contracts or in real estate
         (or real estate limited partnerships), although it may invest in
         securities which are secured by real estate and securities of issuers
         which invest or deal in real estate.

(10)     Invest in interests in oil, gas or other mineral exploration or
         development programs or leases, although it may invest in the
         securities of issuers which invest in or sponsor such programs.

(11)     Underwrite securities issued by others except to the extent the
         Portfolio may be deemed to be an underwriter, under the federal
         securities laws, in connection with the disposition of portfolio
         securities.
(12)     Issue senior securities as defined in the 1940 Act.

(13)     Concentrate 25% or more of the value of the Portfolio's assets in any
         one industry; provided, however, that (a) the Portfolio reserves
         freedom of action to invest up to 100% of its assets in obligations of,
         or guaranteed by, the United States Government, its agencies or
         instrumentalities in accordance with its investment objective and
         policies and (b) the Portfolio will invest at least 25% of its assets
         in obligations issued by banks in accordance with its investment
         objective and policies. However, the Portfolio may, in the discretion
         of its investment advisor, invest less than 25% of its assets in
         obligations issued by banks whenever the Portfolio assumes a temporary
         defensive posture.

With regard to restriction #13, for purposes of determining the concentration of
the Portfolio's total assets, financial institutions include companies within
the financial services industry. The Advisor deems the financial services
industry to include the group of industries within the financial services
sector. The Advisor may analyze the characteristics of a particular issuer and
security and assign an industry or sector classification consistent with those
characteristics in the event that the third party classification provider used
by the Advisor does not assign a classification. In addition, asset backed
securities will be classified separately, based on standard classification used
by rating agencies. Currently, the following classifications are used:
securities arbitrage programs, multi-seller programs, single-seller programs,
loan backed programs, hybrid programs and special investment vehicles.

If a percentage restriction is adhered to at the time of investment, a later
increase or decrease in percentage beyond the specified limit resulting from a
change in values or net assets will not be considered a violation.

The Portfolio, as a nonfundamental policy that may be changed without
shareholder vote, may not:

(i)      Invest  more  than 10% of total  assets  in  non-affiliated  registered
         investment companies.

The Portfolio will not purchase illiquid securities, including time deposits and
repurchase agreements maturing in more than seven days if, as a result thereof,
more than 10% of the Portfolio's net assets valued at the time of the
transaction would be invested in such securities.

                       INVESTMENT POLICIES AND TECHNIQUES

The Portfolio described in this SAI seeks to provide maximum current income
consistent with the stability of capital. The Portfolio is managed to maintain a
net asset value of $1.00 per share.

The Portfolio is a money market mutual fund designed to provide its shareholders
with professional management of short-term investment dollars. The Portfolio is
designed for investors who seek maximum current income consistent with stability
of capital. It is a series investment company that is able to provide investors
with a choice of separate investment portfolios. The Trust currently offers
three investment portfolios: the Money Market Portfolio, the Government & Agency
Securities Portfolio and the Tax-Exempt Portfolio. It pools individual and
institutional investors' money to buy high quality money market instruments. The
Portfolio's investments are subject to price fluctuations resulting from rising
or declining interest rates and are subject to the ability of the issuers of
such investments to make payment at maturity. Thus, the Portfolio is designed
for investors who want to avoid the fluctuations of principal commonly
associated with equity or long-term bond investments. There can be no guarantee
that the Portfolio will achieve its investment objective or that it will
maintain a net asset value of $1.00 per share.

The Portfolio seeks maximum current income consistent with stability of capital.
The Portfolio pursues its objective by normally investing primarily in the
following types of US Dollar-denominated money market instruments that mature in
12 months or less at the time of purchase:

1.       Obligations of, or guaranteed by, the US or Canadian governments, their
         agencies or  instrumentalities.

2.       Bank certificates of deposit,  time deposits or bankers' acceptances of
         US banks  (including  their foreign  branches)  and Canadian  chartered
         banks having total assets in excess of $1 billion.

3.       Bank certificates of deposit,  time deposits or bankers' acceptances of
         foreign banks  (including  their US and foreign  branches) having total
         assets in excess of $10 billion.
4.       Commercial paper, notes, bonds, debentures, participation certificates
         or other debt obligations that (i) are rated high quality by Moody's
         Investors Service, Inc. ("Moody's"), Standard & Poor's Corporation
         ("S&P"), or Fitch Investor Services, Inc. ("Fitch") or (ii) if unrated,
         are determined to be at least equal in quality to one or more of the
         above ratings in the discretion of Deutsche Investment Management
         Americas Inc. ("DIMA" or the "Advisor").
5.       Repurchase agreements of obligations that are suitable for investment
         under the categories are set forth above. Repurchase agreements are
         discussed below.

In addition, the Portfolio limits its investments to securities that meet the
quality and diversification requirements of Rule 2a-7 under the 1940 Act.

The Portfolio will normally invest at least 25% of its total assets in
obligations issued by banks; provided, however, the Portfolio may in the
discretion of the Portfolio's Advisor temporarily invest less than 25% of its
assets in such obligations whenever the Portfolio assumes a defensive posture.
Investments by the Portfolio in Eurodollar certificates of deposit issued by
London branches of US banks, or obligations issued by foreign entities,
including foreign banks, involve risks that are different from investments in
securities of domestic branches of US banks. These risks may include future
unfavorable political and economic developments, possible withholding taxes on
interest payments, seizure of foreign deposits, currency controls, interest
limitations or other governmental restrictions that might affect payment of
principal or interest. The market for such obligations may be less liquid and,
at times, more volatile than for securities of domestic branches of US banks.
Additionally, there may be less public information available about foreign banks
and their branches. The profitability of the banking industry is dependent
largely upon the availability and cost of funds for the purpose of financing
lending operations under prevailing money market conditions. General economic
conditions as well as exposure to credit losses arising from possible financial
difficulties of borrowers play an important part in banking operations. As a
result of federal and state laws and regulations, domestic banks are, among
other things, required to maintain specified levels of reserves, limited in the
amounts they can loan to a single borrower and subject to other regulations
designed to promote financial soundness. However, not all such laws and
regulations apply to the foreign branches of domestic banks. Foreign branches of
foreign banks are not regulated by US banking authorities, and generally are not
bound by accounting, auditing and financial reporting standards comparable to US
banks. Bank obligations held by the Portfolio do not benefit materially from
insurance from the Federal Deposit Insurance Corporation.

The Portfolio may invest in high quality participation certificates
("Certificates") representing undivided interests in trusts that hold a
portfolio of receivables from consumer and commercial credit transactions, such
as transactions involving consumer revolving credit card accounts or commercial
revolving credit loan facilities. The receivables would include amounts charged
for goods and services, finance charges, late charges and other related fees and
charges. Interest payable on the Certificates may be fixed or may be adjusted
periodically or "float" continuously according to a formula based upon an
objective standard such as the 30-day commercial paper rate. A trust may have
the benefit of a letter of credit from a bank at a level established to satisfy
rating agencies as to the credit quality of the assets supporting the payment of
principal and interest on the Certificates. Payments of principal and interest
on the Certificates would be dependent upon the underlying receivables in the
trust and may be guaranteed under a letter of credit to the extent of such
credit. The quality rating by a rating service of an issue of Certificates is
based primarily upon the value of the receivables held by the trust and the
credit rating of the issuer of any letter of credit and of any other guarantor
providing credit support to the trust. The Portfolio's investment manager
considers these factors as well as others, such as any quality ratings issued by
the rating services identified above, in reviewing the credit risk presented by
a certificate and in determining whether the certificate is appropriate for
investment by the Portfolio. Collection of receivables in the trust may be
affected by various social, legal and economic factors affecting the use of
credit and repayment patterns, such as changes in consumer protection laws, the
rate of inflation, unemployment levels and relative interest rates. It is
anticipated that for most publicly offered Certificates there will be a liquid
secondary market or there may be demand features enabling the Portfolio to
readily sell its Certificates prior to maturity to the issuer or a third party.
While the Portfolio may invest without limit in Certificates, it is currently
anticipated that such investments will not exceed 25% of the Portfolio's assets.

Investment Policies

Descriptions in this SAI of a particular investment practice or technique in
which the Portfolio may engage or a financial instrument which the Portfolio may
purchase are meant to describe the spectrum of investments that the Advisor, in
its discretion, might, but is not required to, use in managing the Portfolio's
assets. The Advisor may, in its discretion, at any time, employ such practice,
technique or instrument for one or more funds but not for all funds advised by
it. Furthermore, it is possible that certain types of financial instruments or
investment techniques described herein may not be available, permissible,
economically feasible or effective for their intended purposes in all markets.
Certain practices, techniques, or instruments may not be principal activities of
the Portfolio, but, to the extent employed, could, from time to time, have a
material impact on the Portfolio's performance.

Bank and Savings and Loan Obligations. These obligations include negotiable
certificates of deposit, bankers' acceptances, deposit notes, fixed time
deposits or other short-term bank obligations. Certificates of deposit are
negotiable certificates evidencing the obligations of a bank to repay funds
deposited with it for a specified period of time. The Portfolio may invest in
certificates of deposit of large domestic banks and their foreign branches,
large US regulated subsidiaries of large foreign banks, and of smaller banks as
described below. Although the Portfolio recognizes that the size of a bank is
important, this fact alone is not necessarily indicative of its
creditworthiness. Investment in certificates of deposit issued by foreign
branches of domestic banks involves investment risks that are different in some
respects from those associated with investment in certificates of deposit issued
by domestic branches of domestic banks, including the possible imposition of
withholding taxes on interest income, the possible adoption of foreign
governmental restrictions which might adversely affect the payment of principal
and interest on such certificates of deposit, or other adverse political or
economic developments. In addition, it might be more difficult to obtain and
enforce a judgment against a foreign branch of a domestic bank.

The Portfolio may also invest in certificates of deposit issued by banks and
savings and loan institutions which had, at the time of their most recent annual
financial statements, total assets of less than $1 billion, provided that (i)
the principal amounts of such certificates of deposit are insured by an agency
of the US Government, (ii) at no time will the Portfolio hold more than $100,000
principal amount of certificates of deposit of any one such bank, and (iii) at
the time of acquisition, no more than 10% of the Portfolio's assets (taken at
current value) are invested in certificates of deposit of such banks having
total assets not in excess of $1 billion.

Banker's acceptances are credit instruments evidencing the obligations of a bank
to pay a draft drawn on it by a customer. These instruments reflect the
obligation both of the bank and of the drawer to pay the face amount of the
instrument upon maturity.

Time deposits are non-negotiable deposits maintained in a banking institution
for a specified period of time at a stated interest rate. Time deposits which
may be held by the Portfolio will not benefit from insurance from the Bank
Insurance Fund or the Savings Association Insurance Fund administered by the
Federal Deposit Insurance Corporation. Fixed time deposits may be withdrawn on
demand by the investor, but may be subject to early withdrawal penalties that
vary with market conditions and the remaining maturity of the obligation. Fixed
time deposits subject to withdrawal penalties maturing in more than seven
calendar days are subject to the Portfolio's limitation on investments in
illiquid securities.

Funding Agreements. Funding agreements are contracts issued by insurance
companies that provide investors the right to receive a variable rate of
interest and the full return of principal at maturity. Funding agreements also
include a put option that allows the Portfolio to terminate the agreement at a
specified time to the insurance company prior to maturity. Funding agreements
generally offer a higher yield than other variable securities with similar
credit ratings. The primary risk of a funding agreement is the credit quality of
the insurance company that issues it. Funding agreements are considered
"illiquid" securities and will count towards the Portfolio's limit on investing
in illiquid securities.

Illiquid Securities and Restricted Securities. The Portfolio may purchase
securities that are subject to legal or contractual restrictions on resale
("restricted securities"). Generally speaking, restricted securities may be sold
(i) only to qualified institutional buyers; (ii) in a privately negotiated
transaction to a limited number of purchasers; (iii) in limited quantities after
they have been held for a specified period of time and other conditions are met
pursuant to an exemption from registration; or (iv) in a public offering for
which a registration statement is in effect under the Securities Act of 1933, as
amended (the "1933 Act"). Issuers of restricted securities may not be subject to
the disclosure and other investor protection requirements that would be
applicable if their securities were publicly traded.

Restricted securities are often illiquid, but they may also be liquid. For
example, restricted securities that are eligible for resale under Rule 144A are
often deemed to be liquid.

The Board of Trustees has approved guidelines for use by the Advisor in
determining whether a security is liquid or illiquid. Among the factors the
Advisor may consider in reaching liquidity decisions relating to Rule 144A
securities are: (1) the frequency of trades and quotes for the security; (2) the
number of dealers wishing to purchase or sell the security and the number of
other potential purchasers; (3) dealer undertakings to make a market in the
security; and (4) the nature of the security and the nature of the market for
the security (i.e., the time needed to dispose of the security, the method of
soliciting offers, and the mechanics of the transfer issuers of restricted
securities may not be subject to the disclosure and other investor protection
requirements that would be applicable if their securities were publicly traded.
Where a registration statement is required for the resale of restricted
securities, the Portfolio may be required to bear all or part of the
registration expenses. The Portfolio may be deemed to be an "underwriter" for
purposes of the 1933 Act, when selling restricted securities to the public and,
in such event, the Portfolio may be liable to purchasers of such securities if
the registration statement prepared by the issuer is materially inaccurate or
misleading.

The Portfolio may also purchase securities that are not subject to legal or
contractual restrictions on resale, but that are deemed illiquid. Such
securities may be illiquid, for example, because there is a limited trading
market for them.

The Portfolio may be unable to sell a restricted or illiquid security. In
addition, it may be more difficult to determine a market value for restricted or
illiquid securities. Moreover, if adverse market conditions were to develop
during the period between the Portfolio's decision to sell a restricted or
illiquid security and the point at which the Portfolio is permitted or able to
sell such security, the Portfolio might obtain a price less favorable than the
price that prevailed when it decided to sell. This investment practice,
therefore, could have the effect of increasing the level of illiquidity of the
Portfolio.

Impact of Large Redemptions and Purchases of Portfolio Shares. From time to
time, shareholders of the Portfolio (which may include affiliated and/or
non-affiliated registered investment companies that invest in the Portfolio) may
make relatively large redemptions or purchases of Portfolio shares. These
transactions may cause the Portfolio 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 Portfolio's performance to the extent that the Portfolio 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 Portfolio's expense ratio.

Interfund Borrowing and Lending Program. The Trust, on behalf of the Portfolio,
has received exemptive relief from the Securities and Exchange Commission
("SEC") which permits the Portfolio to participate in an interfund borrowing and
lending program among certain investment companies advised by the Advisor. The
interfund borrowing and lending program allows the participating funds to borrow
money from and loan money to each other for temporary or emergency purposes. The
program is subject to a number of conditions designed to ensure fair and
equitable treatment of all participating funds, including the following: (1) no
fund may borrow money through the program unless it receives a more favorable
interest rate than a rate approximating the lowest interest rate at which bank
loans would be available to any of the participating funds under a loan
agreement; and (2) no fund may lend money through the program unless it receives
a more favorable return than that available from an investment in repurchase
agreements and, to the extent applicable, money market cash sweep arrangements.
In addition, the Portfolio may participate in the program only if and to the
extent that such participation is consistent with the fund's investment
objectives and policies (for instance, money market funds would normally
participate only as lenders and tax exempt funds only as borrowers). Interfund
loans and borrowings may extend overnight, but could have a maximum duration of
seven days. Loans may be called on one day's notice. The fund may have to borrow
from a bank at a higher interest rate if an interfund loan is called or not
renewed. Any delay in repayment to a lending fund could result in a lost
investment opportunity or additional costs. The program is subject to the
oversight and periodic review of the Boards of the participating funds. To the
extent the Portfolio is actually engaged in borrowing through the interfund
lending program, the Portfolio, may not borrow except in accordance with its
fundamental and nonfundamental policies.

Maintenance of $1.00 Net Asset Value, Credit Quality and Portfolio Maturity.
Pursuant to Rule 2a-7 of the 1940 Act, the Portfolio effects sales, redemptions
and repurchases at the net asset value per share, normally $1.00. In fulfillment
of its responsibilities under Rule 2a-7 of the 1940 Act, the Board has approved
policies established by the Advisor reasonably calculated to prevent the
Portfolio's net asset value per share from deviating from $1.00 except under
unusual or extraordinary circumstances and the Board will periodically review
the Advisor's operations under such policies at regularly scheduled Board
meetings. Those policies include a weekly monitoring by the Advisor of
unrealized gains and losses in the Portfolio, and when necessary, in an effort
to avoid deviation, taking corrective action, such as adjusting the maturity of
a fund, or, if possible, realizing gains or losses to offset in part unrealized
losses or gains. The result of those policies may be that the yield on shares of
the Portfolio will be lower than would be the case if the policies were not in
effect. Such policies also provide for certain action to be taken with respect
to portfolio securities which experience a downgrade in rating or suffer a
default.

Securities eligible for investment by the Portfolio are those securities which
are generally rated (or issued by an issuer with comparable securities rated) in
one of the two highest short-term rating categories by at least two rating
services (or by one rating service, if no other rating agency has issued a
rating with respect to that security); 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. The Portfolio will not invest more than 5% of its
total assets in the securities of a single issuer, other than the US Government.
The Portfolio may, however, invest more than 5% of its total assets in the first
tier securities of a single issuer for a period of up to three business days
after purchase, although a fund may not make more than one such investment at
any time during such period. The Portfolio may not invest more than 5% of its
total assets in securities which were second tier securities when acquired by
the Portfolio. Further, the Portfolio may not invest more than the greater of
(1) 1% of its total assets, or (2) one million dollars, in the securities of a
single issuer which were second tier securities when acquired by the Portfolio.
For a description of these ratings, see "Appendix B-- Ratings of Investments" in
this SAI.

The assets of the Portfolio consist entirely of cash items and investments
having an effective maturity date of 12 months or less from the date of purchase
(including investment in repurchase agreements, in which case maturity is
measured by the repurchase date, without respect to the maturity of the
underlying obligation). The Portfolio will be managed so that the average
maturity of all instruments (on a dollar-weighted basis) will be 90 days or
less. The average maturity of the Portfolio will vary according to the
management's appraisal of money market conditions.

Repurchase Agreements. The Portfolio may invest in repurchase agreements, which
are instruments under which the Portfolio acquires ownership of a security from
a broker-dealer or bank that agrees to repurchase the security at a mutually
agreed upon time and price (which price is higher than the purchase price),
thereby determining the yield during the Portfolio's holding period. Maturity of
the securities subject to repurchase may exceed one year. In the event of a
bankruptcy or other default of a seller of a repurchase agreement, a fund might
have expenses in enforcing its rights, and could experience losses, including a
decline in the value of the underlying securities and loss of income.

The Portfolio may enter into repurchase agreements with any member bank of the
Federal Reserve System or any domestic broker/dealer which is recognized as a
reporting Government securities dealer if the creditworthiness of the bank or
broker/dealer has been determined by the Advisor to be at least as high as that
of other obligations the Portfolio may purchase or to be at least equal to that
of issuers of commercial paper rated within the two highest grades assigned by
Moody's, S&P or Fitch.

A repurchase agreement provides a means for the Portfolio to earn taxable income
on funds for periods as short as overnight. It is an arrangement under which the
purchaser (i.e., the Portfolio) acquires a security ("Obligation") and the
seller agrees, at the time of sale, to repurchase the Obligation at a specified
time and price. Securities subject to a repurchase agreement are held in a
segregated account and the value of such securities kept at least equal to the
repurchase price on a daily basis. The repurchase price may be higher than the
purchase price, the difference being income to the Portfolio, or the purchase
and repurchase prices may be the same, with interest at a stated rate due to the
Portfolio together with the repurchase price on the date of repurchase. In
either case, the income to the Portfolio (which is taxable for federal income
tax purposes) is unrelated to the interest rate on the Obligation itself.
Obligations will be held by the custodian or in the Federal Reserve Book Entry
system.

It is not clear whether a court would consider the Obligation purchased by the
Portfolio subject to a repurchase agreement as being owned by that Portfolio or
as being collateral for a loan by the Portfolio to the seller. In the event of
the commencement of bankruptcy or insolvency proceedings with respect to the
seller of the Obligation before repurchase of the Obligation under a repurchase
agreement, the Portfolio may encounter delay and incur costs before being able
to sell the security. Delays may involve loss of interest or decline in price of
the Obligation. If the court characterized the transaction as a loan and the
Portfolio has not perfected an interest in the Obligation, the Portfolio may be
required to return the Obligation to the seller's estate and be treated as an
unsecured creditor of the seller. As an unsecured creditor, the Portfolio is at
risk of losing some or all of the principal and income involved in the
transaction. As with any unsecured debt obligation purchased for the Portfolio,
the Advisor seeks to minimize the risk of loss through repurchase agreements by
analyzing the creditworthiness of the obligor, in this case the seller of the
Obligation. Apart from the risk of bankruptcy or insolvency proceedings, there
is also the risk that the seller may fail to repurchase the Obligation, in which
case the Portfolio may incur a loss if the proceeds to the Portfolio of the sale
to a third party are less than the repurchase price. However, if the market
value of the Obligation subject to the repurchase agreement becomes less than
the repurchase price (including interest), the Portfolio will direct the seller
of the Obligation to deliver additional securities so that the market value of
all securities subject to the repurchase agreement will equal or exceed the
repurchase price. It is possible that the Portfolio will be unsuccessful in
seeking to enforce the seller's contractual obligation to deliver additional
securities.

Commercial Paper. Subject to its investment objectives and policies, the
Portfolio may invest in commercial paper issued by major corporations under the
1933 Act in reliance on the exemption from registration afforded by Section
3(a)(3) thereof. Such commercial paper may be issued only to finance current
transactions and must mature in nine months or less. Trading of such commercial
paper is conducted primarily by institutional investors through investment
dealers, and individual investor participation in the commercial paper market is
very limited. The Portfolio also may invest in commercial paper issued in
reliance on the so-called "private placement" exemption from registration
afforded by Section 4(2) of the 1933 Act ("Section 4(2) paper"). Section 4(2)
paper is restricted as to disposition under the federal securities laws, and
generally is sold to institutional investors such as the Portfolio who agree
that they are purchasing the paper for investment and not with a view to public
distribution. Any resale by the purchaser must be in an exempt transaction.
Section 4(2) paper normally is resold to other institutional investors like the
Portfolio through or with the assistance of the issuer or investment dealers who
make a market in the Section 4(2) paper, thus providing liquidity. The Advisor
considers the legally restricted but readily saleable Section 4(2) paper to be
liquid; however, pursuant to procedures approved by the Trust's Board, if a
particular investment in Section 4(2) paper is not determined to be liquid, that
investment will be included within the limitation of the Portfolio on illiquid
securities. The Advisor monitors the liquidity of its investments in Section
4(2) paper on a continuing basis.

Securities Backed by Guarantees. The Portfolio may invest in securities backed
by guarantees from banks, insurance companies and other financial institutions.
A money market fund's ability to maintain a stable share price may depend upon
such guarantees, which are not supported by federal deposit insurance.
Consequently, changes in the credit quality of these institutions could have an
adverse impact on securities they have guaranteed or backed, which could cause
losses to the Portfolio and affect its share price.

Third Party Puts. The Portfolio may purchase long-term fixed rate bonds that
have been coupled with an option granted by a third party financial institution
allowing the Portfolio at specified intervals not exceeding 12 months to tender
(or "put") the bonds to the institution and receive the face value thereof (plus
accrued interest). These third party puts are available in several different
forms, may be represented by custodial receipts or trust certificates and may be
combined with other features such as interest rate swaps. The Portfolio receives
a short-term rate of interest (which is periodically reset), and the interest
rate differential between that rate and the fixed rate on the bond is retained
by the financial institution. The financial institution granting the option does
not provide credit enhancement, and in the event that there is a default in the
payment of principal or interest, or downgrading of a bond or a loss of the
bond's tax-exempt status, the put option will terminate automatically, the risk
to the Portfolio will be that of holding such a long-term bond and the weighted
average maturity of the Portfolio's investments and the Portfolio's liquidity
would be adversely affected.

These bonds coupled with puts may present the same tax issues as are associated
with Stand-by commitments. As with any Stand-by commitments acquired by the
Portfolio, the Portfolio intends to take the position for federal income tax
purposes that it is the owner of any municipal obligation acquired subject to a
third-party put, and that tax-exempt interest earned with respect to such
municipal obligations will be tax-exempt in its hands. There is no assurance
that the Internal Revenue Service will agree with such position in any
particular case. Additionally, the federal income tax treatment of certain other
aspects of these investments, including the treatment of tender fees and swap
payments, in relation to various regulated investment company tax provisions is
unclear. However, the Advisor seeks to manage the Portfolio in a manner designed
to minimize any adverse impact from these investments.

US Government Securities. There are two broad categories of US Government debt
instruments: (a) direct obligations of the US Treasury, and (b) securities
issued or guaranteed by US Government agencies.

Examples of direct obligations of the US Treasury are Treasury bills, notes,
bonds and other debt securities issued by the US Treasury. These instruments are
backed by the "full faith and credit" of the United States. They differ
primarily in interest rates, the length of maturities and the dates of issuance.
Treasury bills have original maturities of one year or less. Treasury notes have
original maturities of one to ten years and Treasury bonds generally have
original maturities of greater than ten years.

Some agency securities are backed by the full faith and credit of the United
States (such as Maritime Administration Title XI Ship Financing Bonds and Agency
for International Development Housing Guarantee Program Bonds) and others are
backed only by the rights of the issuer to borrow from the US Treasury (such as
Federal Home Loan Bank Bonds and Federal National Mortgage Association Bonds),
while still others, such as the securities of the Federal Farm Credit Bank, are
supported only by the credit of the issuer. With respect to securities supported
only by the credit of the issuing agency or by an additional line of credit with
the US Treasury, there is no guarantee that the US Government will provide
support to such agencies and such securities may involve risk of loss of
principal and interest.

US Government securities may include "zero coupon" securities that have been
stripped by the US Government of their unmatured interest coupons and
collateralized obligations issued or guaranteed by a US Government agency or
instrumentality.

Interest rates on US Government obligations may be fixed or variable. Interest
rates on variable rate obligations are adjusted at regular intervals, at least
annually, according to a formula reflecting then current specified standard
rates, such as 91-day US Treasury bill rates. These adjustments generally tend
to reduce fluctuations in the market value of the securities.

Normally, the value of investments in US Government securities varies inversely
with changes in interest rates. For example, as interest rates rise the value of
investments in US Government securities will tend to decline, and as interest
rates fall the value of the Portfolio's investments will tend to increase. In
addition, the potential for appreciation in the event of a decline in interest
rates may be limited or negated by increased principal prepayments with respect
to certain Mortgage-Backed Securities, such as GNMA Certificates. Prepayments of
high interest rate Mortgage-Backed Securities during times of declining interest
rates will tend to lower the return of the Portfolio and may even result in
losses to the Portfolio if some securities were acquired at a premium. Moreover,
during periods of rising interest rates, prepayments of Mortgage-Backed
Securities may decline, resulting in the extension of the Portfolio's average
maturity. As a result, the Portfolio may experience greater volatility during
periods of rising interest rates than under normal market conditions.

Variable Rate Securities. The Portfolio may invest in instruments having rates
of interest that are adjusted periodically or that "float" continuously
according to formulae intended to minimize fluctuation in values of the
instruments ("Variable Rate Securities"). The interest rate of Variable Rate
Securities ordinarily is determined by reference to or is a percentage of an
objective standard such as a bank's prime rate, the 90-day US Treasury Bill
rate, or the rate of return on commercial paper or bank certificates of deposit.
Generally, the changes in the interest rate on Variable Rate Securities reduce
the fluctuation in the market value of such securities. Accordingly, as interest
rates decrease or increase, the potential for capital appreciation or
depreciation is less than for fixed-rate obligations. Some Variable Rate
Securities have a demand feature entitling the purchaser to resell the
securities at an amount approximately equal to amortized cost or the principal
amount thereof plus accrued interest ("Variable Rate Demand Securities"). As is
the case for other Variable Rate Securities, the interest rate on Variable Rate
Demand Securities varies according to some objective standard intended to
minimize fluctuation in the values of the instruments. The Portfolio determines
the maturity of Variable Rate Securities in accordance with Rule 2a-7, which
allows the Portfolio to consider certain of such instruments as having
maturities shorter than the maturity date on the face of the instrument.

Investment Company Securities. The Portfolio may acquire securities of other
investment companies to the extent consistent with its investment objective and
investment policies and subject to the limitations of the 1940 Act. The
Portfolio will indirectly bear its proportionate share of any management fees
and other expenses paid by such other investment companies.

Portfolio Holdings

In addition to the public disclosure of portfolio holdings through required SEC
quarterly filings, the Portfolio may make its portfolio holdings information
publicly available on the DWS Funds' Web site as described in the Portfolio's
prospectus. The Portfolio does not disseminate non-public information about
portfolio holdings except in accordance with policies and procedures adopted by
the Portfolio.

The Portfolio'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 Portfolio 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 Portfolio's procedures. This non-public
information may also be disclosed, subject to the requirements described below,
to certain third parties, such as securities lending agents, financial printers,
proxy voting firms, mutual fund analysts and rating and tracking agencies, or to
shareholders in connection with in-kind redemptions (collectively, "Authorized
Third Parties").

Prior to any disclosure of the Portfolio's non-public portfolio holdings
information to Authorized Third Parties, a person authorized by the Portfolio's
Trustees must make a good faith determination in light of the facts then known
that the Portfolio has a legitimate business purpose for providing the
information, that the disclosure is in the best interest of the Portfolio, 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 Portfolio or
DeAM for disclosing non-public holdings information. Periodic reports regarding
these procedures will be provided to the Portfolio's Trustees.

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 Portfolio
and information derived therefrom, including, but not limited to, how the
Portfolio'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, alpha,
beta, tracking error, default rate, portfolio turnover, and risk and style
characteristics so long as the identity of the Portfolio'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
Portfolio's Trustees exercise control over such policies. In addition, separate
account clients of DeAM have access to their portfolio holdings and are not
subject to the Portfolio'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 Portfolio.

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 Portfolio. 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 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 Portfolio's policies and procedures with respect
to the disclosure of portfolio holdings information will protect the Portfolio
from the potential misuse of portfolio holdings information by those in
possession of that information.

                           MANAGEMENT OF THE PORTFOLIO

Investment Advisor

DIMA, which is part of Deutsche Asset Management ("DeAM"), is the investment
advisor for the Portfolio. Under the supervision of the Board of Trustees of the
Portfolio, DIMA, with headquarters at 345 Park Avenue, New York, New York, 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 Trust's Board of Trustees. 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. DIMA is also responsible for selecting brokers and dealers and
for negotiating brokerage commissions and dealer charges.

DeAM 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. DeAM is a global asset management organization that offers a wide range
of investing expertise and resources, including hundreds of portfolio managers
and analysts and an office network that reaches the world's major investment
centers. This well-resourced global investment platform brings together a wide
variety of experience and investment insight, across industries, regions, asset
classes and investing styles. DIMA is an indirect, wholly owned subsidiary of
Deutsche Bank AG. Deutsche Bank AG is a major global banking institution that is
engaged in a wide range of financial services, including investment management,
mutual fund, retail, private and commercial banking, investment banking and
insurance. DWS Investments is part of Deutsche Bank's Asset Management division
and, within the US, represents the retail asset management activities of
Deutsche Bank AG, Deutsche Bank Trust Company Americas, Deutsche Investment
Management Americas Inc. and DWS Trust Company.

The Advisor 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 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 is likely to differ from these other mutual funds in size,
cash flow pattern and tax matters. Accordingly, the holdings and performance of
the Portfolio can be expected to vary from those of these other mutual funds.

Certain investments may be appropriate for the Portfolio and also for other
clients advised by the Advisor. Investment decisions for the Portfolio 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. Purchase and sale orders for the Portfolio may be
combined with those of other clients of the Advisor in the interest of achieving
the most favorable net results to the Portfolio.

Pursuant to the management agreement between Money Market Portfolio and the
Advisor, (the "Management Agreement") the Advisor acts as its 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 Portfolio if elected to such positions. The Management
Agreement may be terminated at any time without payment of penalty by either
party on sixty days' written notice and automatically terminates in the event of
its assignment. To the extent permissible by law, the Advisor may appoint
certain of its affiliates as sub-advisors to perform certain of the Advisor's
duties.

Under the Management Agreement, the Advisor regularly provides the Money Market
Portfolio with continuing investment management consistent with its investment
objective, policies and restrictions and determines what securities shall be
purchased, held or sold and what portion of its assets shall be held uninvested,
subject to the Trust's Declaration of Trust, By-Laws, the 1940 Act, the Internal
Revenue Code of 1986, as amended (the "Code") and to its investment objective,
policies and restrictions, and subject, further, to such policies and
instructions as the Board of Trustees of the Trust may from time to time
establish. The Advisor also advises and assists the officers of the Trust in
taking such steps as are necessary or appropriate to carry out the decisions of
its Trustees and the appropriate committees of the Trustees regarding the
conduct of the business of Money Market Portfolio.

Under the Management Agreement, the Advisor also renders administrative services
(not otherwise provided by third parties) necessary for Money Market Portfolio's
operations as an open-end investment company including, but not limited to,
preparing reports and notices to the Trustees and shareholders; supervising,
negotiating contractual arrangements with, and monitoring various third-party
service providers to the Trust (such as the Trust's transfer agent, pricing
agents, Custodian, accountants and others); preparing and making filings with
the SEC and other regulatory agencies; assisting in the preparation and filing
of the Trust's federal, state and local tax returns; preparing and filing the
Trust's federal excise tax returns; assisting with investor and public relations
matters; monitoring the valuation of securities and the calculation of net asset
value; monitoring the registration of shares of the Trust under applicable
federal and state securities laws; maintaining the Trust's books and records to
the extent not otherwise maintained by a third party; assisting in establishing
accounting policies of the Trust; assisting in the resolution of accounting and
legal issues; establishing and monitoring the Trust's operating budget;
processing the payment of the Trust's bills; assisting the Trust in, and
otherwise arranging for, the payment of distributions and dividends; and
otherwise assisting the Trust in the conduct of its business, subject to the
direction and control of the Trustees.

Under the Management Agreement, the Money Market Portfolio is responsible for
all of its other expenses including: organizational costs, fees and expenses
incurred in connection with membership in investment company organizations;
brokers' commissions; legal, auditing and accounting expenses; insurance; taxes
and governmental fees; the fees and expenses of the transfer agent; any other
expenses of issue, sale, underwriting, distribution, redemption or repurchase of
shares; the expenses of and the fees for registering or qualifying securities
for sale; the fees and expenses of Trustees, officers and employees of the
Portfolio who are not affiliated with the Advisor; the cost of printing and
distributing reports and notices to shareholders; and the fees and disbursements
of custodians. The Portfolio may arrange to have third parties assume all or
part of the expenses of sale, underwriting and distribution of shares of the
Portfolio. The Portfolio is also responsible for its expenses of shareholders'
meetings, the cost of responding to shareholders' inquiries, and its expenses
incurred in connection with litigation, proceedings and claims and the legal
obligation it may have to indemnify its officers and Trustees of the Portfolio
with respect thereto.

The Management Agreement provides that the Advisor shall not be liable for any
error of judgment or mistake of law or for any loss suffered by the Portfolio in
connection with matters to which the Management Agreement relates, except a loss
resulting from willful misfeasance, 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 Management Agreement.

The Portfolio, or the Advisor (including any affiliate of the Advisor), or both,
may pay unaffiliated third parties for providing recordkeeping and other
administrative services with respect to accounts of participants in retirement
plans or other beneficial owners of Portfolio shares whose interests are held in
an omnibus account.

For the services and facilities furnished to the Money Market Portfolio, the
Money Market Portfolio pays a monthly investment management fee on a graduated
basis at 1/12 of 0.22% of the first $500 million of combined average daily net
assets of such Portfolios, 0.20% of the next $500 million, 0.175% of the next $1
billion, 0.16% of the next $1 billion and 0.15% of combined average daily net
assets of the Portfolio over $3 billion. The investment management fee is
computed based on average daily net assets of Government & Agency Portfolio,
Money Market Portfolio and Tax-Exempt Portfolio and allocated among each
Portfolio based upon the relative net assets.

Pursuant to the Agreement, the Portfolio paid the Advisor fees of $7,571,490,
$7,185,497 and $7,459,820, respectively, for the fiscal years ended April 30,
2009, 2008 and 2007.

From time to time, the Advisor may voluntarily waive or reimburse certain
operating expenses. This voluntary waiver or reimbursement may be terminated at
any time at the option of the Advisor.

In reviewing the terms of the Agreement and in discussions with the Advisor
concerning the Agreement, the Trustees of the Trust who are not "interested
persons" of the Advisor are represented by independent counsel at the
Portfolio's expense.

The Advisor may enter into arrangements with affiliates and third-party service
providers to perform various administrative, back-office and other services
relating to client accounts. Such service providers may be located in the US or
in non-US jurisdictions.

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.

From time to time, Deutsche Bank or an affiliate (collectively, "DB") may at its
sole discretion invest its own assets in shares of the Portfolio's ("proprietary
investment") for such purposes it deems appropriate, including investments
designed to assist in the management of the Portfolio's portfolio. Any
proprietary investment may be hedged and, in that event, the return on the
proprietary investment, net of the effect of the hedge, would be expected to
differ from the return of the Portfolio. DB has no obligation to make any
proprietary investments and the amount of any proprietary investment that is
made may or may not be significant in comparison to the level of assets of the
Portfolio. In the event that a proprietary investment is made, except as
otherwise required under the Investment Company Act of 1940, DB would be
permitted to redeem the investment at such time that it deems appropriate.

Code of Ethics

The Board of Trustees of the Trust has adopted a Code of Ethics pursuant to Rule
17j-1 under the 1940 Act. The Trust's Code of Ethics permits access persons of
the Portfolio (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 Portfolio, but
requires compliance with the Code's pre-clearance requirements, subject to
certain exceptions. In addition, the Trust's Code of Ethics provides for trading
"blackout periods" that prohibit trading of personnel within periods of trading
by the Portfolio in the same security. The Trust's 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 Portfolio's Distributor, DIDI)
have each adopted a Code of Ethics pursuant to 17j-1 under the 1940 Act (the
"Consolidated Code"). The Consolidated Code permits access persons to trade in
securities that may be purchased or held by the 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 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.

Regulatory Matters and Legal Proceedings

On December 21, 2006, Deutsche Asset Management ("DeAM") settled proceedings
with the Securities and Exchange Commission ("SEC") and the New York Attorney
General on behalf of Deutsche Asset Management, Inc. ("DAMI") and DIMA, the
investment advisors to many of the DWS Investments funds, regarding allegations
of improper trading of fund shares at DeAM and at the legacy Scudder and Kemper
organizations prior to their acquisition by DeAM in April 2002. These regulators
alleged that although the prospectuses for certain funds in the regulators' view
indicated that the funds did not permit market timing, DAMI and DIMA breached
their fiduciary duty to those funds in that their efforts to limit trading
activity in the funds were not effective at certain times. The regulators also
alleged that DAMI and DIMA breached their fiduciary duty to certain funds by
entering into certain market timing arrangements with investors. These trading
arrangements originated in businesses that existed prior to the currently
constituted DeAM organization, which came together as a result of various
mergers of the legacy Scudder, Kemper and Deutsche fund groups, and all of the
arrangements were terminated prior to the start of the regulatory investigations
that began in the summer of 2003. No current DeAM employee approved these
trading arrangements. Under the terms of the settlements, DAMI and DIMA neither
admitted nor denied any wrongdoing.

The terms of the SEC settlement, which identified improper trading in the legacy
Deutsche and Kemper mutual funds only, provide for payment of disgorgement in
the amount of $17.2 million. The terms of the settlement with the New York
Attorney General provide for payment of disgorgement in the amount of $102.3
million, which is inclusive of the amount payable under the SEC settlement, plus
a civil penalty in the amount of $20 million. The total amount payable by DeAM,
approximately $122.3 million, will be distributed to shareholders of the
affected funds in accordance with a distribution plan to be developed by a
distribution consultant. The funds' investment advisors do not believe these
amounts will have a material adverse financial impact on them or materially
affect their ability to perform under their investment management agreements
with the DWS funds. The above-described amounts are not material to Deutsche
Bank, and have already been reserved.

Among the terms of the settled orders, DeAM is subject to certain undertakings
regarding the conduct of its business in the future, including formation of a
Code of Ethics Oversight Committee to oversee all matters relating to issues
arising under the advisors' Code of Ethics; establishment of an Internal
Compliance Controls Committee having overall compliance oversight responsibility
of the advisors; engagement of an Independent Compliance Consultant to conduct a
comprehensive review of the advisors' supervisory compliance and other policies
and procedures designed to prevent and detect breaches of fiduciary duty,
breaches of the Code of Ethics and federal securities law violations by the
advisors and their employees; and commencing in 2008, the advisors shall undergo
a compliance review by an independent third party.

In addition, DeAM is subject to certain further undertakings relating to the
governance of the mutual funds, including that at least 75% of the members of
the Boards of Trustees/Directors overseeing the DWS Funds continue to be
independent of DeAM; the Chairmen of the DWS Funds' Boards of Trustees/Directors
continue to be independent of DeAM; DeAM maintain existing management fee
reductions for certain funds for a period of five years and not increase
management fees for these certain funds during this period; the funds retain a
senior officer (or independent consultants, as applicable) responsible for
assisting in the review of fee arrangements and monitoring compliance by the
funds and the investment advisors with securities laws, fiduciary duties, codes
of ethics and other compliance policies, the expense of which shall be borne by
DeAM; and periodic account statements, fund prospectuses and the mutual funds'
web site contain additional disclosure and/or tools that assist investors in
understanding the fees and costs associated with an investment in the funds and
the impact of fees and expenses on fund returns.

DeAM has also settled proceedings with the Illinois Secretary of State regarding
market timing matters. The terms of the Illinois settlement provide for investor
education contributions totaling approximately $4 million and a payment in the
amount of $2 million to the Securities Audit and Enforcement Fund.

On September 28, 2006, the SEC and the National Association of Securities
Dealers ("NASD") (now known as the Financial Industry Regulatory Authority, or
"FINRA") announced final agreements in which Deutsche Investment Management
Americas Inc. ("DIMA"), Deutsche Asset Management, Inc. ("DAMI") and DWS Scudder
Distributors, Inc. (now known as DWS Investments Distributors, Inc. ("DIDI")
settled administrative proceedings regarding disclosure of brokerage allocation
practices in connection with sales of the DWS Funds' (now known as the DWS
Investments Funds) shares during 2001-2003. The agreements with the SEC and NASD
are reflected in orders which state, among other things, that DIMA and DAMI
failed to disclose potential conflicts of interest to the funds' Boards and to
shareholders relating to DIDI's use of certain funds' brokerage commissions to
reduce revenue sharing costs to broker-dealer firms with whom it had
arrangements to market and distribute DWS Fund shares. These directed brokerage
practices were discontinued in October 2003.

Under the terms of the settlements, in which DIMA, DAMI and DIDI neither
admitted nor denied any of the regulators' findings, DIMA, DAMI and DIDI agreed
to pay disgorgement, prejudgment interest and civil penalties in the total
amount of $19.3 million. The portion of the settlements distributed to the funds
was approximately $17.8 million and was paid to the funds as prescribed by the
settlement orders based upon the amount of brokerage commissions from each fund
used to satisfy revenue sharing agreements with broker-dealers who sold fund
shares.

As part of the settlements, DIMA, DAMI and DIDI also agreed to implement certain
measures and undertakings relating to revenue sharing payments including making
additional disclosures in the funds' Prospectuses or Statements of Additional
Information, adopting or modifying relevant policies and procedures and
providing regular reporting to the fund Boards.

Additional information announced by DeAM regarding the terms of the settlements
is available at www.dws-investments.com/regulatory_settlements.

The matters alleged in the regulatory settlements described above also serve as
the general basis of a number of private class action lawsuits involving the DWS
funds. These lawsuits name as defendants various persons, including certain DWS
funds, the funds' investment advisors and their affiliates, and certain
individuals, including in some cases fund Trustees/Directors, officers, and
other parties. Each DWS fund's investment advisor has agreed to indemnify the
applicable DWS funds in connection with these lawsuits, or other lawsuits or
regulatory actions that may be filed making similar allegations.

Based on currently available information, the funds' investment advisors believe
the likelihood that the pending lawsuits will have a material adverse financial
impact on a DWS fund is remote and such actions are not likely to materially
affect their ability to perform under their investment management agreements
with the DWS funds.

                           PORTFOLIO SERVICE PROVIDERS

Distributor

Pursuant to an underwriting and distribution services agreement (the
"Distribution Agreement"), DWS Investments Distributors, Inc. ("DIDI"), 222
South Riverside Plaza, Chicago, Illinois 60606, an affiliate of the Advisor,
serves as distributor and principal underwriter for the Trust to provide
information and services for existing and potential shareholders. The
Distribution Agreement provides that DIDI shall appoint various firms to provide
cash management services for their customers or clients through the Trust.

The Distribution Agreement, will continue in effect from year to year so long as
such continuance is approved at least annually by a vote of the Board of
Trustees of the Trust, including the Trustees who are not interested persons of
the Trust and who have no direct or indirect financial interest in the
agreement. The Distribution Agreement automatically terminates in the event of
its assignment and may be terminated at any time without penalty by the Trust or
by DIDI upon 60 days' written notice. Termination of the Distribution Agreement
by the Trust may be by vote of a majority of the Trustees who are not interested
persons of the Trust and who have no direct or indirect financial interest in
the agreement, or a "majority of the outstanding voting securities" of the Trust
as defined under the 1940 Act.

As principal underwriter for the Trust, DIDI acts as agent of the Trust in the
continuous sale of its shares of the Portfolio. DIDI pays all its expenses under
the Distribution Agreement. The Trust pays the cost for the prospectus and
shareholder reports to be set in type and printed for existing shareholders, and
DIDI pays for the printing and distribution of copies thereof used in connection
with the offering of shares to prospective investors. DIDI also pays for
supplementary sales literature and advertising costs. DIDI has related selling
group agreements with various firms to provide distribution services for
shareholders. DIDI may, from time to time, pay or allow discounts, commissions
or promotional incentives, in the form of cash, to firms that sell Portfolio
Shares.

Administrative services are provided to the Portfolio under an Shareholder
Services Agreement (the "Services Agreement") with DIDI. DIDI bears all of its
expenses of providing services pursuant to the Services Agreement. The Services
Agreement authorizes the Trust to pay DIDI, as an expense of the Premium Reserve
Shares and Institutional Shares (each a "Class"), an administrative service fee,
payable monthly, at an annual rate up to 0.25% and 0.15%, respectively, of
average daily net assets of those shares of the Portfolio. A portion of this
administrative service fees is paid pursuant to Rule 12b-1 Plan, as described
below. Currently, Premium Reserve Shares pay service fees at the full 0.25%
rate. For the Institutional Shares, the fee is limited to 0.02% but may be
increased to the full 0.15% level by the Board.

DIDI has entered into related administration services and selling group
agreements with various firms to provide distribution, cash management and other
services for shareholders of the Premium Reserve Shares and Institutional Shares
of the Portfolio. Such services and assistance may include, but may not be
limited to, establishing and maintaining shareholder accounts and records,
processing purchase and redemption transactions, providing automatic investment
in Portfolio shares of client account balances, answering routine inquiries
regarding the Portfolio, assisting clients in changing account options,
designations and addresses, and such other services as may be agreed upon from
time to time and as may be permitted by applicable statute, rule or regulation.
DIDI normally pays such firms for administrative services, payable monthly, at a
maximum annual rate of up to 0.15% (currently 0.02%) of average daily net assets
of those accounts in the Institutional Shares that they maintain and service and
up to 0.25% of average daily net assets of those accounts in the Premium Reserve
Shares that they maintain and service, commencing with the month after
investment. DIDI may pay such firms using the fees that DIDI receives under the
Services Agreement. Firms to which services fees may be paid may include
affiliates of DIDI. DIDI also may provide some of the above services and may
retain any portion of the fee under the Services Agreement not paid to firms to
compensate itself for administrative functions performed for the Portfolio. DIDI
may, in its discretion pay certain firms additional amounts.

Rule 12b-1 Pan

The Portfolio has adopted for the Premium Reserve Shares and Institutional
Shares a separate Rule 12b-1 Plan (each a "Plan," collectively, the "Plans")
pursuant to the provisions under Rule 12b-1 under the 1940 Act. Rule 12b-1 under
the 1940 Act regulates the manner in which an investment company may, directly
or indirectly, bear the expenses of distributing its shares. As noted above, the
Premium Reserve and Institutional Shares pay an administrative service fee, a
portion of which may be paid pursuant to the Plans, to DIDI as a percentage of
daily net assets for services provided for the benefit of the Portfolio and the
shareholders. The Plans authorize the payment of up to 0.075% for the
Institutional Shares and up to 0.10% for the Premium Reserve Shares. Currently,
one-half of the 0.02% administrative service fee rate that is being paid by the
Institutional Shares is authorized by the Plan. Premium Reserve Shares pay the
full amount authorized by the Plan as part of its 0.25% administrative service
rate. The Plans continue from year to year so long as such continuance is
approved by a vote of the Board of Trustees of the Trust, including the Trustees
who are not interested persons of the Trust and who have no direct or indirect
financial interest in the operation of the Plan or in any agreement related to
the Plan. The vote must take place at a meeting of the Board held in person and
called for the purpose of voting on the Plan. The 12b-1 Plans may not be amended
to increase the fee to be paid by a class of the Portfolio without approval by a
majority of the outstanding voting securities of the class of the Portfolio and
all material amendments must in any event be approved by the Board of Trustees
in the manner described above with respect to the continuation of the 12b-1
Plans. The 12b-1 Plans may be terminated at any time without penalty by a vote
of the majority of the Trustees who are not interested persons of the Trust and
who have no direct or indirect financial interest in the Plan, or by a vote of
the majority of the outstanding voting securities of the Portfolio. Each class
will vote separately with respect to the 12b-1 Plans.

During the fiscal year ended April 30, 2009, Premium Reserve Shares and
Institutional Shares paid services fees of $1,099,899 ($89,046 unpaid as of
April 30, 2009) and $21,379 ($4,466 unpaid as of April 30, 2009), respectively.

During the fiscal year ended April 30, 2008, Premium Reserve Shares and
Institutional Shares paid services fees of $773,330 and $13,868, respectively.

During the fiscal year ended April 30, 2007, Premium Reserve Shares and
Institutional Shares paid services fees of $719,883 and $10,981, respectively.

Firms to which service fees may be paid may include affiliates of DIDI. In
addition, DIDI may from time to time, from its own resources, pay firms
additional amounts for ongoing administrative services and assistance provided
to their customers and clients who are shareholders of the Premier Reserve
Shares of the Portfolio. DIDI also may provide some of the above services and
may retain any portion of the fee under the administration agreement not paid to
firms to compensate itself for administrative functions performed for the
Premier Reserve Shares of the Portfolio.

Custodian

State Street Bank and Trust Company ("SSB"), Lafayette Corporate Center, 2
Avenue De Lafayette, Boston, MA 02111, (the "Custodian") as custodian, has
custody of all securities and cash of the Trust. The Custodian attends to the
collection of principal and income, and payment for and collection of proceeds
of securities bought and sold by the Portfolio.

Transfer Agent

DWS Investments Service Company ("DISC" or the "Transfer Agent"), 210 West 10th
Street, Kansas City, Missouri 64105-1614, an affiliate of the Advisor, is the
transfer agent, dividend-paying agent and shareholder service agent for all
classes of the Portfolio. The Transfer Agent receives an annual service fee for
each account of the Portfolio, based on the type of account. For open retail
accounts, the fee is a flat fee ranging from $20.99 to $24.09 per account, for
open wholesale money funds the fee is $35.55 per account, while for certain
retirement accounts serviced on the recordkeeping system of ExpertPlan, Inc.,
the fee is a flat fee up to $3.91 per account (as of February 2009, 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 Portfolio. 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
Portfolio or are paid directly by the Portfolio. Certain additional
out-of-pocket expenses, including costs of computer hardware and software, third
party record-keeping fees in excess of 0.25%, and processing of proxy
statements, may only be reimbursed by the Fund/Portfolio with the prior approval
of the Portfolio's Board.

Pursuant to a sub-transfer agency agreement between DISC and DST Systems, Inc.
("DST"), DISC has delegated certain transfer agent and dividend paying agent
functions to DST. The costs and expenses of such delegation are born by DISC,
not by the Portfolio.

For the fiscal years ended April 30, 2009, 2008 and 2007, the amounts charged to
the Portfolio for Institutional Shares by DISC were $50,260 ($24,657 unpaid as
of April 30, 2009), $39,669 and $27,845 (of which $5,486 was waived),
respectively.

For the fiscal years ended April 30, 2009, 2008 and 2007, the amounts charged to
the Portfolio for Premium Reserve Shares by DISC were $453,184 ($84,856 unpaid
as of April 30, 2009), $328,935 and $294,877, respectively.

Legal Counsel

Vedder Price P.C., 222 North LaSalle Street, Chicago,  Illinois 60601, serves as
legal counsel to the Portfolio.

Ropes & Gray LLP, One International Place, Boston, MA 02110-2624, serves as
counsel to the Independent Trustees.

Independent Registered Public Accounting Firm

The financial highlights of the Portfolio's Shares included in the Portfolio's
prospectus and the financial statements incorporated by reference in this SAI
have been so included or incorporated by reference in reliance on the report of
Ernst & Young LLP, 200 Clarendon Street, Boston, MA 02116, Independent
Registered Public Accounting Firm, given on said firm as experts in auditing and
accounting. Ernst & Young LLP audits the financial statements of the Portfolio
and provides other audit, tax and related services. Shareholders will receive
annual audited financial statements and semi-annual unaudited financial
statements.

Fund Accounting Agent

DWS Investments Fund Accounting Corporation ("DIFA"), One Beacon Street, Boston,
Massachusetts, 02108, a subsidiary of the Advisor, is responsible for
determining the daily net asset value per share of the Portfolio and maintaining
portfolio and general accounting records. Currently, DIFA receives no fee for
its services to the Portfolio; however, subject to Board approval, at some time
in the future, DIFA may seek payment for its services under the fund accounting
agreement.

Pursuant to an agreement among the Advisor, DIFA and SSB (the "Sub-Accounting
and Sub-Administrator Agreement"), DIFA and the Advisor have delegated certain
fund accounting functions to SSB under the fund accounting agreement. The costs
and expenses of such delegation are borne by the Advisor and DIFA, not by the
Portfolio.

For discussion of other regulatory matters see the Portfolio's prospectuses.

                             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 Portfolios 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 the
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 the 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 the
Portfolio. Services received from broker-dealers that executed securities
transactions for the 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. Provided a
Subadvisor is acting in accordance with any instructions and directions of the
Advisor or the Board, the Subadvisor is authorized to pay to a broker or dealer
who provides third party brokerage and research services a commission for
executing a portfolio transaction for the Portfolio, if the Subadvisor
determines in good faith that such commission was reasonable in relation to the
value of the third party brokerage and research services provided by such broker
or dealer.

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 the 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 the 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.

                        PURCHASE AND REDEMPTION OF SHARES

General Information

Policies and procedures affecting transactions in Portfolio 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 Portfolio's agents. Transaction delays in
processing (and changing account features) due to circumstances within or beyond
the control of the Portfolio and its agents may occur. Shareholders (or their
financial service 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 be genuine.

A distribution will be reinvested in shares of the same Portfolio and class if
the distribution check is returned as undeliverable.

Orders will be confirmed at a price based on the net asset value of the
Portfolio next determined after receipt in good order by DIDI of the order
accompanied by payment. However, orders received by dealers or other financial
services firms prior to the determination of net asset value and received in
good order by DIDI prior to the close of its business day will be confirmed at a
price based on the net asset value effective on that day ("trade date").

Use of Financial Services Firms. Investment dealers and other firms ("Firms")
provide varying arrangements for their clients to purchase and redeem the
Portfolio'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 Portfolio's shares in nominee or street name as agent for and on behalf
of their customers. In such instances, DISC 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 Portfolio has authorized the Shareholder
Service Agent to pay to these Firms, out of the Portfolio's assets, up to 0.03
of 1% for Institutional Money Market Shares and 0.10 of 1% for Premium Reserve
Money Market 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 Portfolio and other similar functions. These Firms also
coordinate with DISC in connection with the Portfolio'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 Portfolio has authorized one or more financial service institutions,
including certain members of the FINRA other than the Distributor ("financial
institutions"), to accept purchase and redemption orders for the Portfolio'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 Portfolio and the financial institution, ordinarily orders
will be priced at the Portfolio's net asset value next computed after acceptance
by such financial institution or its authorized designees and accepted by the
Portfolio. Further, if purchases or redemptions of the Portfolio'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 Trustees and the
Distributor, also the Portfolio's principal underwriter, each has the right to
limit the amount of purchases by, and to refuse to sell to, any person. The
Board of Trustees and the Distributor may suspend or terminate the offering of
shares of the Portfolio at any time for any reason.

DIDI has adopted an Incentive Plan (the "Plan") covering wholesalers that are
regional vice presidents ("DWS Investments Wholesalers"). Generally, DWS
Investments Wholesalers market shares of the DWS funds to financial advisors,
who in turn may recommend that investors purchase shares of a DWS fund. The Plan
is an incentive program that combines a monthly incentive component with a
quarterly strategic bonus component. Under the Plan, DWS Investments Wholesalers
will receive a monetary monthly incentive based on the amount of sales generated
from their marketing of the funds, and that incentive will differ depending on
the product category of the fund. Each fund is assigned to one of three product
categories -- "Focus list funds," "Extended list funds" or "Index funds" --
taking into consideration, among other things, the following criteria, where
applicable:

o        The Fund's  consistency  with DWS  Investments'  branding and long-term
         strategy.

o        The Fund's competitive performance;

o        The Fund's Morningstar rating;

o        The length of time the  Fund's  Portfolio  Managers  have  managed  the
         Fund/Strategy

o        Market size for the fund category;

o        The Fund's size, including sales and redemptions of the Fund's shares

This information and other factors are presented to a committee comprised of
representatives from various groups within DWS Investments, who review on a
quarterly basis the funds assigned to each product category described above, and
make any changes to those assignments at that time. No one factor, whether
positive or negative, determines a fund's placement in a given category; all
these factors together are considered, and the designation of funds on the Focus
list and Extended list represents management's judgment based on the above
criteria. In addition, management may consider a fund's profile over the course
of several review periods before making a change to its category assignment.
These category assignments will be posted quarterly to the DWS funds' Web site
at www.dws-investments.com, approximately one month after the end of each
quarter. DWS Investments Wholesalers receive the highest compensation for Focus
list funds, less for Extended list funds and the lowest for Index funds. The
level of compensation among these categories may differ significantly.

In the normal course of business, DWS Investments will from time to time
introduce new funds into the DWS family of funds. As a general rule, new funds
will be assigned to the Focus list compensation category. As described above,
the fund category assignments are reviewed periodically and are subject to
change.

The prospect of receiving, or the receipt of, additional compensation by a DWS
Investments Wholesaler under the Plan may provide an incentive to favor
marketing the Focus list or Extended list funds over Index funds. The Plan,
however, will not change the price that investors pay for shares of a fund. The
DWS Investments Compliance Department monitors DWS Investments Wholesaler sales
and other activity in an effort to detect unusual activity in the context of the
compensation structure under the Plan. However, investors may wish to take the
Plan and the product category of the fund into account when considering
purchasing a fund or evaluating any recommendations relating to fund shares.

Purchase of Shares

Shares of the Portfolio are sold at their net asset value next determined after
an order and payment are received in the form described in the prospectuses. For
Premium Reserve Shares, the minimum initial investment is $1,000 ($50 for an
automatic investment plan) and the minimum subsequent investment is $50. For
Institutional Shares, the minimum initial investment is $250,000. For
Institutional Select Money Market Shares the minimum initial investment is
$1,000,000. There is no minimum subsequent investment for Institutional Shares
and Institutional Select Money Market Shares. Such minimum amounts may be
changed at any time. The Portfolio may waive the minimum for purchases by
trustees, directors, officers or employees of the Trust or the Advisor and its
affiliates. An investor wishing to open an account should use the Account
Application available from the Portfolio or financial services firms. Orders for
the purchase of shares that are accompanied by a check drawn on a foreign bank
(other than a check drawn on a Canadian bank in US Dollars) will not be
considered in proper form and will not be processed unless and until the
Portfolio determines that it has received payment of the proceeds of the check.
The time required for such a determination will vary and cannot be determined in
advance.

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 "Policies You Should Know About" in the Portfolio's
prospectuses.

Wire transactions that arrive by 4:00 p.m. Eastern time will receive that day's
dividend. Wire purchase orders received between 2:00 p.m. and 4:00 p.m. Eastern
time, for effectiveness at the 4:00 p.m. Eastern time net asset value
determination may be rejected based` upon certain guidelines. In particular,
only investors known to the portfolio may submit wire purchase orders between
2:00 p.m. and 4:00 p.m. Eastern time and acceptance of such an order will, among
other things, be based upon the level of purchase orders received by the
portfolio, the size of the order submitted, general market conditions and the
availability of investments for the portfolio. Investments by check will be
effective on the business day following receipt and will earn dividends the
following calendar day. If an order is accompanied by a check drawn on a foreign
bank, funds must normally be collected on such check before shares will be
purchased.

Please contact your financial advisor for wire instructions and purchase orders.

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 Portfolio shares or the retention and/or servicing of
investors and Portfolio 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
Portfolio, to financial advisors in connection with the sale and/or distribution
of Portfolio shares or the retention and/or servicing of Portfolio investors and
Portfolio 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
portfolio, any record keeping/sub-transfer agency/networking fees payable by
each Portfolio (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 Portfolio with
"shelf space" or access to a third party platform or portfolio offering list, or
other marketing programs including, without limitation, inclusion of each
Portfolio 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 Portfolio
attributable to the financial advisor, the particular portfolio or portfolio
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 Portfolio serviced and maintained by the financial advisor, .05%
to .25% of sales of the Portfolio 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 Portfolio or of any particular
share class of the Portfolio. 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 Portfolio.

The Advisor, the Distributor and/or their affiliates may also make such revenue
sharing payments to financial advisors under the terms discussed above in
connection with the distribution of both DWS funds and non-DWS funds by
financial advisors to retirement plans that obtain record keeping services from
ADP, Inc. on the DWS Investments branded retirement plan platform (the
"Platform") with the level of revenue sharing payments being based upon sales of
both the DWS funds and the non-DWS funds by the financial advisor on the
Platform or current assets of both the DWS funds and the non-DWS funds serviced
and maintained by the financial advisor on the Platform.

As of the date hereof, each Portfolio has been advised that the Advisor, the
Distributor and their affiliates expect that the following firms will receive
revenue sharing payments at different points during the coming year as described
above:

Channel: Broker-Dealers and Financial Advisors
----------------------------------------------
AIG Advisors Group
Ameriprise
Cadaret, Grant & Co. Inc.
Capital Analyst, Incorporated
Citigroup Global Markets, Inc. (dba Smith Barney)
Commonwealth Equity Services, LLP (dba Commonwealth Financial Network) Deutsche
Bank Group Ensemble Financial Services First Allied Securities First
Clearing/Wachovia Securities HD Vest Investment Securities, Inc.
ING Advisors Network
John Hancock Distributors LLC
LPL Financial
M.L. Stern & Co.
Meridien Financial Group
Merrill Lynch, Pierce, Fenner & Smith Inc.
Morgan Stanley
Oppenheimer & Co., Inc.
PlanMember Services
Prime Capital Inc.
Raymond James & Associates
Raymond James Financial Services
RBC Dain Rauscher, Inc
Securities America, Inc.
UBS Financial Services
Wells Fargo Investments, LLC

Channel: Cash Product Platform
------------------------------
Allegheny Investments LTD
Bank of America
Bank of New York (Hare & Co.)
BMO Capital Markets
Brown Brothers Harriman
Brown Investment Advisory & Trust Company
Cadaret Grant & Co.
Chicago Mercantile Exchange
D.A. Davidson & Company
Deutsche Bank Group
Emmett A. Larkin Company
Fiduciary Trust Co. - International
First Southwest Company
J.P. Morgan Clearing Corp.
Legent Clearing LLC
Lincoln Investment Planning
LPL Financial
Mellon Financial Markets LLC
Mesirow Financial, Inc.
Penson Financial Services
Pershing Choice Platform
ProFunds Distributors, Inc.
Ridge Clearing & Outsourcing Solutions
Robert W. Baird & Co.
Romano Brothers and Company
SAMCO Capital Markets
Smith Moore & Company
Sungard Institutional Brokerage Inc.
Treasury Curve LLC
US Bancorp
UBS Financial Services
William Blair & Company

Channel: Third Party Insurance Platforms
----------------------------------------
Allstate Life Insurance Company of New York
Ameritas Life Insurance Group
Annuity Investors Life Insurance Company
Columbus Life Insurance Company
Commonwealth Annuity and Life Insurance Company
Companion Life Insurance Company
Connecticut General Life Insurance Company
EquiTrust Life Insurance Company
Farm Bureau Life Insurance Company
Farmers New World Life Insurance Company
Fidelity Security Life Insurance Company
First Allmerica Financial Life Insurance Company
First Great West Life and Annuity Company
Genworth Life Insurance Company of New York
Genworth Life and Annuity Insurance Company
Great West Life and Annuity Insurance Company
Hartford Life Insurance Company
Integrity Life Insurance Company
John Hancock Life Insurance companies
Kemper Investors Life Insurance Company
Lincoln Benefit Life Insurance Company
Lincoln Life & Annuity Company of New York
Lincoln National Life Insurance Company
Massachusetts Mutual Life Insurance Group
MetLife Group
Minnesota Life Insurance Company
National Life Insurance Company
National Integrity Life Insurance Company
Nationwide Group
New York Life Insurance and Annuity Corporation
Phoenix Life Insurance Company
Protective Life Insurance
Provident Mutual Life Insurance
Prudential Insurance Company of America
Sun Life Group
Symetra Life Insurance Company
Transamerica Life Insurance Company
Union Central Life Insurance Company
United of Omaha Life Insurance Company
United Investors Life Insurance Company
Western Southern Life Assurance Company

Any additions, modifications or deletions to the financial advisors identified
above that have occurred since the date hereof are not reflected.

The Advisor, the Distributor or their affiliates may enter into additional
revenue sharing arrangements or change or discontinue existing arrangements with
financial advisors at any time without notice.

The prospect of receiving, or the receipt of additional compensation or
promotional incentives described above by financial advisors may provide such
financial advisors and/or their salespersons with an incentive to favor sales of
shares of the DWS funds or a particular DWS fund over sales of shares of mutual
funds (or non-mutual fund investments) with respect to which the financial
advisor does not receive additional compensation or promotional incentives, or
receives lower levels of additional compensation or promotional incentives.
Similarly, financial advisors may receive different compensation or incentives
that may influence their recommendation of any particular share class of the
Portfolio or of other portfolios. These payment arrangements, however, will not
change the price that an investor pays for Portfolio shares or the amount that
the Portfolio receives to invest on behalf of an investor and will not increase
Portfolio expenses. You may wish to take such payment arrangements into account
when considering and evaluating any recommendations relating to Portfolio 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
Portfolio 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 Portfolio. 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.

Other Information. The Portfolio reserves the right to withdraw all or any part
of the offering made by the prospectuses or to reject purchase orders, without
prior notice. The Portfolio also reserves the right at any time to waive or
increase the minimum investment requirements. All orders to purchase Shares of
the Portfolio are subject to acceptance by the Portfolio and are not binding
until confirmed or accepted in writing. Any purchase that would result in total
account balances for a single shareholder in excess of $3 million is subject to
prior approval by the Portfolio. A $10 service fee will be charged when a check
for the purchase of Shares is returned because of insufficient or uncollected
funds or a stop payment order. Shareholders should direct their inquiries to the
firm from which they received the prospectus or to DISC, 210 W. 10th Street,
Kansas City, Missouri 64105-1615.

Redemption of Shares

General. Although it is the Portfolio's present policy to redeem in cash, the
Portfolio (upon consent of a redeeming shareholder) may pay the redemption price
by a distribution of portfolio securities in lieu of cash, in conformity with
any applicable regulatory requirements, taking such securities at the same value
used to determine net asset value, and selecting the securities in such manner
as may be deemed fair and equitable. If such a distribution occurs, 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 redemption would not be as liquid as a redemption entirely in cash. The
Trust has elected to be governed by Rule 18f-1 under the 1940 Act pursuant to
which the Trust is obligated to redeem shares of the Portfolio solely in cash up
to the lesser of $250,000 or 1% of the net assets of the Portfolio during any
90-day period for any one shareholder of record.

If shares of the Portfolio to be redeemed were purchased by check or through
certain Automated Clearing House ("ACH") transactions, the Portfolio 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 Portfolio of the purchase amount. Shareholders may not use
ACH or Redemption Checks (defined below) until the shares being redeemed have
been owned for at least 10 days and shareholders may not use such procedures to
redeem shares held in certificated form. There is no delay when shares being
redeemed were purchased by wiring Federal Funds.

If shares being redeemed were acquired from an exchange of shares of a mutual
fund that were offered subject to a contingent deferred sales charge as
described in the prospectus for that other fund, the redemption of such shares
by the Portfolio may be subject to a contingent deferred sales charge as
explained in the prospectus.

Shareholders can request the following telephone privileges: expedited wire
transfer redemptions, ACH transactions and exchange transactions for individual
and institutional accounts and pre-authorized telephone redemption transactions
for certain institutional accounts. Shareholders may choose these privileges on
the account application or by contacting the Shareholder Service Agent for
appropriate instructions. Please note that the telephone exchange privilege is
automatic unless the shareholder refuses it on the account application. The
Trust 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 Trust or its agents reasonably believe, based upon reasonable
verification procedures, that the telephone instructions are genuine. The
shareholder will bear the risk of loss, resulting from fraudulent or
unauthorized transactions, as long as the reasonable verification procedures are
followed. The verification procedures include recording instructions, requiring
certain identifying information before acting upon instructions and sending
written confirmations.

The Portfolio reserves the right to redeem an account that falls below the
minimum investment level. A shareholder will be notified in writing and will be
allowed 60 days to make additional purchases to bring the account value up to
the minimum investment level before the Portfolio redeems the shareholder
account.

Financial services firms provide varying arrangements for their clients to
redeem Portfolio Shares. Such firms may independently establish and charge
amounts to their clients for such services.

Regular Redemptions. When Shares are held for the account of a shareholder by
the Trust's transfer agent, the shareholder may redeem them by sending a written
request with signatures guaranteed to DWS Investments Service Company, P.O. Box
219151, Kansas City, Missouri 64121-9151. When certificates for shares have been
issued, they must be mailed to or deposited with the Shareholder Service Agent,
along with a duly endorsed stock power and accompanied by a written request for
redemption. Redemption requests and a stock power must be endorsed by the
account holder with signatures guaranteed by a commercial bank, trust company,
savings and loan association, federal savings bank, member firm of a national
securities exchange or other eligible financial institution. The redemption
request and stock power must be signed exactly as the account is registered
including any special capacity of the registered owner. 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,
trustees or guardians.

Redemption by Check/ACH Debit Disclosure. The Portfolio will accept Automated
Clearing House ("ACH") debit entries for accounts that have elected the
checkwriting 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 Portfolio upon receipt of
an ACH debit entry referencing your account number, to redeem fund shares in
your account to pay the entry to the third party originating the debit. The
portfolio 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 Portfolio, the Portfolio'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 Portfolio will not be able to honor an
ACH debit entry if sufficient funds are not available. ACH debit entry
transactions to your Portfolio account should not be initiated or authorized by
you in amounts exceeding the amount of shares of the Portfolio then in the
account and available for redemption. The Portfolio 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 Portfolio 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 Portfolio 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 have told the Portfolio 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 Portfolio may also require that you put your request in writing so that the
Portfolio will receive it within 14 days after you call. If you order the
Portfolio to stop one of these payments three (3) business days or more before
the transfer is scheduled and the Portfolio does not do so, the Portfolio 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. 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.

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 Portfolio 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 Portfolio sent you the first
Portfolio 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 Portfolio 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 Portfolio or
Shareholder Service Agent could have stopped someone from taking that money if
you had notified the Shareholder Service Agent in time.

Tell us your name and account number. Describe the error or the transfer you are
unsure about, and explain 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 Portfolio 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 Portfolio, the Portfolio's named 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 Portfolio's agreement with you, the
Portfolio may be liable for your losses or damages. The Portfolio 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 Portfolio's
liability shall not exceed the amount of the transfer in question.

The Portfolio's, named 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 Portfolio written permission.

The acceptance and processing of ACH debit entry transactions is established
solely for your convenience and a Portfolio reserves the right to suspend,
terminate or modify your ability to redeem fund 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.

Telephone Redemptions. If the proceeds of the redemption are $100,000 or less
and the proceeds are payable to the shareholder 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, guardian and custodian account
holders, provided the trustee, executor, guardian or custodian 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, provided that this
privilege has been pre-authorized by the institutional account holder or
guardian account holder by written instruction to the Shareholder Service Agent
with signatures guaranteed. Telephone requests may be made by calling (800)
730-1313. Shares purchased by check or through certain ACH transactions 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 certificate 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
Shareholder Service Agent by telephone, it may be difficult to use the telephone
redemption privilege, although investors can still redeem by mail. The Portfolio
reserves the right to terminate or modify this privilege at any time.

Redemptions By Draft. This section does not apply to Select Shares. Upon
request, shareholders will be provided with drafts to be drawn on the Portfolio
("Redemption Checks"). These Redemption Checks may be made payable to the order
of any person for not more than $5 million. Shareholders should not write
Redemption Checks in an amount less than $250 ($100 for Institutional Shares)
since a $10 service fee will be charged as described below. When a Redemption
Check is presented for payment, a sufficient number of full and fractional
shares in the shareholder's account will be redeemed as of the next determined
net asset value to cover the amount of the Redemption Check. This will enable
the shareholder to continue earning dividends until the Portfolio receives the
Redemption Check. A shareholder wishing to use this method of redemption must
complete and file an Account Application which is available from the Portfolio
or firms through which shares were purchased. Redemption Checks should not be
used to close an account since the account normally includes accrued but unpaid
dividends. The Portfolio reserves the right to terminate or modify this
privilege at any time. This privilege may not be available through some firms
that distribute shares of the Portfolio. In addition, firms may impose minimum
balance requirements in order to offer this feature. Firms may also impose fees
to investors for this privilege or establish variations of minimum check amounts
if approved by the Portfolio.

Unless one signer is authorized on the Account Application, Redemption Checks
must be signed by all account holders. Any change in the signature authorization
must be made by written notice to the Shareholder Service Agent. Shares
purchased by check or through certain ACH transactions may not be redeemed by
Redemption Check until the shares have been owned for at least 10 days.
Shareholders may not use this procedure to redeem shares held in certificate
form. The Portfolio reserves the right to terminate or modify this privilege at
any time.

The Portfolio may refuse to honor Redemption Checks whenever the right of
redemption has been suspended or postponed, or whenever the account is otherwise
impaired. A $10 service fee will be charged when a Redemption Check is presented
to redeem Portfolio shares in excess of the value of the Portfolio account or in
an amount less than $250 ($100 for Institutional Shares); when a Redemption
Check is presented that would require redemption of shares that were purchased
by check or certain ACH transactions within 10 days; or when "stop payment" of a
Redemption Check is requested.

Special Redemption Features. Certain firms that offer Shares of the Portfolio
also provide special redemption features through charge or debit cards and
checks that redeem Portfolio Shares. Various firms have different charges for
their services. Shareholders should obtain information from their firm with
respect to any special redemption features, applicable charges, minimum balance
requirements and special rules of the cash management program being offered.

Special Features

Exchange Privilege. Shareholders may request a taxable exchange of their shares
for shares of the corresponding class of other DWS funds without imposition of a
sales charge, subject to the provisions below.

Shareholders who exchange their shares out of a DWS money market fund (not
including shares acquired by dividend reinvestment or by exchange from Class A
shares of another DWS fund) into Class A shares of certain other DWS funds, will
generally be subject to the applicable sales charge.

Certain DWS funds may not be available to shareholders on an exchange. To learn
more about which DWS funds may be available on exchange, please contact your
financial services firm or visit our Web site at: www.dws-investments.com or
call (800) 621-1048.

Shareholders may obtain prospectus(es) of the DWS fund they are exchanging into
from dealers, other firms or DIDI.

Automatic Withdrawal Program. An owner of $5,000 or more of the Portfolio's
Premium Reserve Shares, Institutional Shares and Select Shares may provide for
the payment from the owner's account of any requested dollar amount up to
$50,000 to be paid to the owner or the owner's designated payee monthly,
quarterly, semi-annually or annually. The $5,000 minimum account size is not
applicable to Individual Retirement Accounts ("IRAs"). A sufficient number of
full and fractional shares will be redeemed to make the designated payment.
Depending upon the size of the payments requested, redemptions for the purpose
of making such payments may reduce or even exhaust the account. The program may
be amended on thirty days notice by the Portfolio and may be terminated at any
time by the shareholder or the Portfolio. Firms provide varying arrangements for
their clients to redeem Portfolio shares on a periodic basis. Such firms may
independently establish minimums for such services.

Tax-Sheltered Retirement Programs. The Shareholder Service Agent provides
retirement plan services and documents and DIDI can establish your account in
any of the following types of retirement plans:

o        IRAs trusteed by SSB. This includes  Simplified  Employee  Pension Plan
         (SEP) IRA accounts and prototype documents.

o        403(b)  Custodial  Accounts  also trusteed by SSB. 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  contribution per participant is the
         lesser of 25% of compensation or $30,000.

Brochures describing the above plans as well as providing model defined benefit
plans, target benefit plans, 457 plans, 401(k) plans and materials for
establishing them are available from the Shareholder Service Agent upon request.
The brochures for plans trusteed by SSB describe the current fees payable to SSB
for its services as trustee. Investors should consult with their own tax
advisors before establishing a retirement plan.

Electronic Funds Transfer Programs. For your convenience, the Portfolio has
established several investment and redemption programs using electronic funds
transfer via the Automated Clearing House (ACH). There is currently no charge by
the Portfolio for these programs. To use these features, your financial
institution (your employer's financial institution in the case of payroll
deposit) must be affiliated with an Automated Clearing House (ACH). This ACH
affiliation permits the Shareholder Service Agent to electronically transfer
money between your bank account, or employer's payroll bank in the case of
Direct Deposit, and your Portfolio account. Your bank's crediting policies of
these transferred funds may vary. These features may be amended or terminated at
any time by the Portfolio. Shareholders should contact DWS Investments Service
Company at (800) 730-1313 or the financial services firm through which their
account was established for more information. These programs may not be
available through some firms that distribute shares of the Portfolio.

Internet Access

World Wide Web Site. DWS maintains a website that is
http://www.dws-investments.com. The site offers guidance on global investing and
developing strategies to help meet financial goals and provides access to the
DWS investor relations department via e-mail. The site also enables users to
access or view fund prospectuses. Users can fill out new account forms on-line,
order free software, and request literature on funds.

                                    DIVIDENDS

Dividends are declared daily and paid monthly. Shareholders will receive
dividends in additional shares unless they elect to receive cash. Dividends will
be reinvested monthly in shares of the Portfolio at net asset value on the last
business day of the month. Dividends are treated the same for federal income tax
purposes whether received in cash or reinvested in additional shares. The
Portfolio will pay shareholders that redeem their entire accounts all unpaid
dividends at the time of the redemption not later than the next dividend payment
date. Upon written request to the Shareholder Service Agent, a shareholder may
elect to have Portfolio dividends invested without sales charge in shares of
another DWS Mutual Fund offering this privilege at the net asset value of such
other fund. See "Special Features- Exchange Privilege" for a list of such other
DWS Mutual Funds. To use this privilege of investing Portfolio dividends in
shares of another DWS Mutual Fund, shareholders must maintain a minimum account
value of $1,000 in Premium Reserve Shares, $250,000 in Institutional Shares and
$1,000,000 in Select Shares, and must maintain a minimum account value of $1,000
in the fund in which dividends are reinvested.

The Shares of the Portfolio calculate their dividends based on its daily net
investment income. For this purpose, the net investment income of the Shares of
the Portfolio generally consists of (a) accrued interest income plus or minus
amortized discount or premium, (b) plus or minus all short-term realized gains
and losses on investments and (c) minus accrued expenses allocated to the Shares
of the Portfolio. Expenses of the Portfolio are accrued each day. Dividends are
reinvested monthly and shareholders will receive monthly confirmations of
dividends and of purchase and redemption transactions except that confirmations
of dividend reinvestment for IRAs and other fiduciary accounts for which SSB
acts as trustee will be sent quarterly.

If the shareholder elects to receive dividends in cash, checks will be mailed
monthly, within five business days of the reinvestment date (described below),
to the shareholder or any person designated by the shareholder. At the option of
the shareholder, cash dividends may be sent by Federal Funds wire. Shareholders
may request to have dividends sent by wire on the Account Application or by
contacting the Shareholder Service Agent (see "Purchase of Shares"). The
Portfolio reinvests dividend checks (and future dividends) in shares of the
Portfolio if checks are returned as undeliverable. Dividends and other
distributions in the aggregate amount of $10 or less are automatically
reinvested in shares of the Portfolio unless the shareholder requests that such
policy not be applied to the shareholder's account.

                                      TAXES

The following is intended to be a general summary of certain federal income tax
consequences of investing in the Portfolios. It is not intended as a complete
discussion of all such consequences, nor does it purport to deal with all
categories of investors or foreign, state or local taxes. Investors are
therefore advised to consult with their tax advisors before making an investment
in a Portfolio.

The Portfolio has elected to be treated and has qualified, and intends to
continue to qualify, as a regulated investment company under Subchapter M of the
Internal Revenue Code of 1986, as amended (the "Code"), and, if so qualified,
will not be subject to federal income taxes to the extent its earnings are
distributed. Dividends derived from interest and short-term capital gains are
taxable as ordinary income whether received in cash or reinvested in additional
shares. Long-term capital gains distributions, if any, are taxable to
shareholders as long-term capital gains regardless of the length of time
shareholders have owned their shares. Dividends from the Portfolio are not
expected to be treated as qualified dividend income or qualify for the dividends
received deduction available to corporate shareholders.

Dividends or distributions declared in October, November or December to
shareholders of record as of a date in one of those months and paid during the
following January are treated as paid on December 31 of the calendar year in
which declared for federal income tax purposes. The Portfolio may adjust its
schedule for dividend reinvestment for the month of December to assist in
complying with the reporting and minimum distribution requirements contained in
the Code.

The Portfolio is required by federal income tax law to withhold a portion of
dividends (including exempt-interest dividends) and redemption proceeds paid to
certain shareholders who do not furnish a correct taxpayer identification number
(in the case of most individuals, a social security number) and in certain other
circumstances. Trustees of qualified retirement plans and 403(b)(7) accounts are
required by law to withhold 20% of the taxable portion of any distribution that
is eligible to be "rolled over." The 20% withholding requirement does not apply
to distributions from IRAs or any part of a distribution that is transferred
directly to another qualified retirement plan, 403(b)(7) account, or IRA.
Shareholders should consult their tax advisors regarding the 20% withholding
requirement.

Interest on indebtedness which is incurred to purchase or carry shares of the
Tax-Exempt Portfolio is not deductible for federal income tax purposes to the
extent that the Portfolio distributes exempt-interest dividends during the
taxable year.

Shareholders normally will receive monthly confirmations of dividends and of
purchase and redemption transactions except that confirmations of dividend
reinvestment for IRAs and other fiduciary accounts for which State Street serves
as trustee will be sent quarterly. Firms may provide varying arrangements with
their clients with respect to confirmations. Tax information will be provided
annually. Shareholders are encouraged to retain copies of their account
confirmation statements or year-end statements for tax reporting purposes.
However, those who have incomplete records may obtain historical account
transaction information at a reasonable fee.

Special tax rules apply to investments through defined contribution plans and
other tax-qualified plans. Shareholders should consult their tax advisor to
determine the suitability of shares of the Portfolio as an investment through
such plans and the precise effect of an investment on their particular tax
situation.

INVESTORS ARE ADVISED TO CONSULT THEIR OWN TAX ADVISORS WITH RESPECT TO THE
APPLICATION OF THE ABOVE-DESCRIBED GENERAL FEDERAL INCOME TAX RULES TO THEIR OWN
CIRCUMSTANCES AND WITH RESPECT TO OTHER FEDERAL, STATE, LOCAL OR FOREIGN TAX
CONSEQUENCES TO THEM BEFORE MAKING AN INVESTMENT IN THE PORTFOLIO.

                                 NET ASSET VALUE

The net asset value ("NAV") per share of each Portfolio is calculated on each
day on which a Portfolio is open for business. Each Portfolio is open for
business each day the New York Stock Exchange is open, as described in each
Portfolio's current prospectus. The NAV per share of each Portfolio is computed
by dividing the value of each Portfolio's assets less all liabilities, by the
total number of shares of each Portfolio outstanding. Although there is no
guarantee, each Portfolio's NAV per share will normally be $1.00.

Each 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 a
Portfolio would receive if it sold the instrument.

The Board has established procedures reasonably designed to stabilize each
Portfolio's NAV per share at $1.00. Under the procedures, the Advisor will
monitor and notify the Board of circumstances where a Portfolio's NAV per share
calculated by using market valuations may deviate from the $1.00 per share
calculated using amortized cost. If there were any deviation that the Board
believed would result in a material dilution or unfair result for investors or
existing shareholders, the Board would promptly consider what action, if any,
should be initiated. Such actions could include selling assets prior to maturity
to realize capital gains or losses; shortening average maturity of the
portfolio; withholding or reducing dividends; redeeming shares in kind; or
valuing assets based on market valuations.

Market valuations are obtained by using actual quotations provided by market
makers, estimates of market value, or values obtained from yield data relating
to classes of money market instruments published by reputable sources at the
mean between the bid and asked prices for the instruments. In accordance with
procedures approved by the Board, in the event market quotations are not readily
available for certain portfolio assets the fair value of such portfolio assets
will be determined in good faith by each Portfolio's Pricing Committee (or, in
some cases, the Board's Valuation Committee) based upon input from the Advisor
or other third parties.

                           BOARD MEMBERS AND OFFICERS

The following table presents certain information regarding the Board Members of
the Trust. 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 Trust 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 Trust. Because the Portfolio 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.
<TABLE>
<CAPTION>

Independent Board Members

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                                                                                                Number of
Name, Year of Birth,                                                                            Funds in DWS
Position with the Trust and       Business Experience and                                       Fund Complex
Length of Time Served(1)          Directorships During the Past 5 Years                         Overseen
<S>                               <C>                                                            <C>
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Paul K. Freeman                   Consultant, World Bank/Inter-American Development Bank;             125
(1950)                            Governing Council of the Independent Directors Council
Chairperson since 2009, and       (governance, executive committees); formerly: Project Leader,
Board Member since 1993           International Institute for Applied Systems Analysis
                                  (1998-2001); Chief Executive Officer, The Eric Group, Inc.
                                  (environmental insurance) (1986-1998)
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John W. Ballantine (1946)         Retired; formerly: Executive Vice President and Chief Risk            125
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:               125
 Board Member since               Association of Public Television Stations; Becton Dickinson
 1990                             and Company(2) (medical technology company); Belo
                                  Corporation(2) (media company); Boston Museum of Science;
                                  Public Radio International; PRX, The Public Radio Exchange;
                                  The PBS Foundation; former Directorships: American Public
                                  Television; Concord Academy; New England Aquarium; Mass.
                                  Corporation for Educational Telecommunications; Committee for
                                  Economic Development; Public Broadcasting Service
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Dawn-Marie Driscoll (1946)        President, Driscoll Associates (consulting firm); Executive           125
Board Member since 1987           Fellow, Center for Business Ethics, Bentley University;
                                  formerly: Partner, Palmer & Dodge (1988-1990); Vice President
                                  of Corporate Affairs and General Counsel, Filene's
                                  (1978-1988); Directorships: Trustee of 20 open-end mutual
                                  funds managed by Sun Capital Advisers, Inc. (since 2007);
                                  Director of ICI Mutual Insurance Company (since 2007);
                                  Advisory Board, Center for Business Ethics, Bentley
                                  University; Trustee, Southwest Florida Community Foundation
                                  (charitable organization); former Directorships: Investment
                                  Company Institute (audit, executive, nominating committees)
                                  and Independent Directors Council (governance, executive
                                  committees)
------------------------------------------------------------------------------------------------------------------------------------
Keith R. Fox (1954)               Managing General Partner, Exeter Capital Partners (a series           125
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           125
(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,         125
(1946)                            Finance Department, The Wharton School, University of
Board Member since                Pennsylvania (since July 1972); Co-Director, Wharton
1990                              Financial Institutions Center (since July 2000); Director,
                                  Japan Equity Fund, Inc. (since September 2007), Thai Capital
                                  Fund, Inc. (since September 2007), Singapore Fund, Inc.
                                  (since September 2007); formerly: Vice Dean and Director,
                                  Wharton Undergraduate Division (July 1995-June 2000);
                                  Director, Lauder Institute of International Management
                                  Studies (July 2000-June 2006)
-----------------------------------------------------------------------------------------------------------------------------------
William McClayton (1944)          Managing Director, Diamond Management & Technology                    125
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             125
(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); Director,
                                  CardioNet, Inc.(2) (2009-present) (health care); formerly:
                                  Executive Vice President, The Glenmede Trust Company
                                  (investment trust and wealth management) (1983 to 2004);
                                  Board Member, Investor Education (charitable organization)
                                  (2004-2005); Director, Viasys Health Care(2) (January
                                  2007-June 2007)
------------------------------------------------------------------------------------------------------------------------------------
William N. Searcy, Jr.            Private investor since October 2003; Trustee of 20 open-end           125
(1946)                            mutual funds managed by Sun Capital Advisers, Inc. (since
Board Member since                October 1998); formerly: Pension & Savings Trust Officer,
1993                              Sprint Corporation(2) (telecommunications) (November
                                  1989-September 2003)
-----------------------------------------------------------------------------------------------------------------------------------
Jean Gleason Stromberg            Retired; formerly: Consultant (1997-2001); Director, US               125
(1943)                            Government Accountability Office (1996-1997); Partner,
Board Member since                Fulbright & Jaworski, L.L.P. (law firm) (1978-1996);
1997                              Directorships: The William and Flora Hewlett Foundation;
                                  Business Leadership Council, Wellesley College; former
                                  Directorships: Service Source, Inc., Mutual Fund Directors
                                  Forum (2002-2004), American Bar Retirement Association
                                  (funding vehicle for retirement plans) (1987-1990 and
                                  1994-1996)
------------------------------------------------------------------------------------------------------------------------------------
Robert H. Wadsworth (1940)        President, Robert H. Wadsworth & Associates, Inc. (consulting         128
Board Member since 1999           firm) (1983 to present); Director, The Phoenix Boys Choir
                                  Association
--------------------------------------------------------------------------------------------------------------------

Interested Board Member

--------------------------------------------------------------------------------------------------------------------
 Name, Year of Birth, Position                                                                   Number of Funds
 with the Trust and Length of     Business Experience and                                        in DWS Fund
 Time Served(1)                   Directorships During the Past 5 Years                          Complex Overseen
------------------------------------------------------------------------------------------------------------------------------------
 Axel Schwarzer(3)                Managing Director(4), Deutsche Asset Management; Head of              125
 (1958)                           Deutsche Asset Management Americas; CEO of DWS Investments;
 Board Member since               relocated to Germany in July 2009 as Vice Chairman(4) of
 2006                             Deutsche Asset Management and Member of the Management Board
                                  of DWS Investments, responsible for Global Relationship
                                  Management; formerly: board member of DWS Investments,
                                  Germany (1999-2005); Head of Sales and Product Management for
                                  the Retail and Private Banking Division of Deutsche Bank in
                                  Germany (1997-1999); various strategic and operational
                                  positions for Deutsche Bank Germany Retail and Private
                                  Banking Division in the field of investment funds, tax driven
                                  instruments and asset management for corporates (1989-1996)
--------------------------------------------------------------------------------------------------------------------

Officers(5)

--------------------------------------------------------------------------------------------------------------------
 Name, Year of Birth, Position
 with the Trust and Length of     Business Experience and
 Time Served(6)                   Directorships During the Past 5 Years
--------------------------------------------------------------------------------------------------------------------
 Michael G. Clark(7) (1965)       Managing Director(4), Deutsche Asset Management (2006-present); President of
 President, 2006-present          DWS family of funds; Director, ICI Mutual Insurance Company (since
                                  October 2007); formerly: Director of Fund Board Relations (2004-2006) and
                                  Director of Product Development (2000-2004), Merrill Lynch Investment Managers;
                                  Senior Vice President Operations, Merrill Lynch Asset Management (1999-2000)
--------------------------------------------------------------------------------------------------------------------
 John Millette(8) (1962)          Director(4), Deutsche Asset Management
 Vice President and Secretary,
 1999-present
--------------------------------------------------------------------------------------------------------------------
 Paul H. Schubert(7) (1963)       Managing Director(4), Deutsche Asset Management (since July 2004); formerly:
 Chief Financial Officer,         Executive Director, Head of Mutual Fund Services and Treasurer for UBS Family
 2004-present                     of Funds (1998-2004); Vice President and Director of Mutual Fund Finance at UBS
 Treasurer, 2005-present          Global Asset Management (1994-1998)
--------------------------------------------------------------------------------------------------------------------
 Caroline Pearson(8) (1962)       Managing Director(4), Deutsche Asset Management
 Assistant Secretary,
 1997-present
--------------------------------------------------------------------------------------------------------------------
 Rita Rubin(9) (1970)             Vice President and Counsel, Deutsche Asset Management (since October 2007);
 Assistant Secretary,             formerly, Vice President, Morgan Stanley Investment Management (2004-2007);
 2009-present                     Attorney, Shearman & Sterling LLP (2004); Vice President and Associate General
                                  Counsel, UBS Global Asset Management (2001-2004)
--------------------------------------------------------------------------------------------------------------------
 Paul Antosca(8)                  Director(4), Deutsche Asset Management (since 2006); formerly: Vice President,
 (1957)                           The Manufacturers Life Insurance Company (U.S.A.) (1990-2006)
 Assistant Treasurer,
 2007-present
--------------------------------------------------------------------------------------------------------------------
 Jack Clark (8)                   Director(4), Deutsche Asset Management (since 2007); formerly: Vice President,
 (1967)                           State Street Corporation (2002-2007)
 Assistant Treasurer,
 2007-present
--------------------------------------------------------------------------------------------------------------------
 Diane Kenneally(8)               Director(4), Deutsche Asset Management
 (1966)
 Assistant Treasurer,
 2007-present
--------------------------------------------------------------------------------------------------------------------
 Jason Vazquez(9) (1972)          Vice President, Deutsche Asset Management (since 2006); formerly: AML
 Anti-Money Laundering            Operations Manager for Bear Stearns (2004-2006); Supervising Compliance
 Compliance Officer,              Principal and Operations Manager for AXA Financial (1999-2004)
 2007-present
--------------------------------------------------------------------------------------------------------------------
 Robert Kloby(9) (1962)           Managing Director(4), Deutsche Asset Management (2004-present); formerly: Chief
 Chief Compliance Officer,        Compliance Officer/Chief Risk Officer, Robeco USA (2000-2004); Vice President,
 2006-present                     The Prudential Insurance Company of America (1988-2000); E.F. Hutton and
                                  Company (1984-1988)
--------------------------------------------------------------------------------------------------------------------
 J. Christopher Jackson(9)        Director(4), Deutsche Asset Management (2006-present); formerly: Director,
 (1951)                           Senior Vice President, General Counsel, and Assistant Secretary, Hansberger
 Chief Legal Officer,             Global Investors, Inc. (1996-2006); Director, National Society of Compliance
 2006-present                     Professionals (2002-2005) (2006-2009)
--------------------------------------------------------------------------------------------------------------------

(1)      The length of time served represents the year in which the Board Member
         joined  the board of one or more DWS funds  currently  overseen  by the
         Board.

(2)      A publicly held company with securities  registered pursuant to Section
         12 of the Securities Exchange Act of 1934.

(3)      The mailing address of Axel Schwarzer is DWS Investment  GmbH,  Mainzer
         Landstr.  178-190,  Floor 5C,  60327  Frankfurt am Main,  Germany.  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 Portfolio.

(4)      Executive title, not a board directorship.

(5)      As a result of their respective positions held with the Advisor,  these
         individuals are considered  "interested  persons" of the Advisor within
         the meaning of the 1940 Act. Interested persons receive no compensation
         from the Portfolio.

(6)      The length of time served  represents the year in which the officer was
         first elected in such capacity for one or more DWS funds.

(7)      Address:  345 Park Avenue, New York, New York 10154.

(8)      Address:  One Beacon Street, Boston, Massachusetts 02108.

(9)      Address:  280 Park Avenue, New York, New York 10017.

Certain officers hold similar positions for other investment companies for which
DIMA or an affiliate serves as the Advisor.

Officer's Role with Principal Underwriter: DWS Investments Distributors, Inc.

 Paul H. Schubert:                     Vice President
 Jason Vazquez:                        Vice President and AML Compliance Officer
 Caroline Pearson:                     Secretary

Board Members' Responsibilities. The officers of the Trust 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 Portfolio and to provide oversight of
the management of the Portfolio.

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 Portfolio's accounting
and financial reporting policies and procedures,  (3) the Portfolio'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  Portfolio.  It also
approves and recommends to the Board the  appointment,  retention or termination
of the independent registered public accounting firm for the Portfolio,  reviews
the scope of audit and internal controls,  considers and reports to the Board on
matters  relating  to  the  Portfolio's   accounting  and  financial   reporting
practices,  and performs  such other tasks as the full Board deems  necessary or
appropriate.  The  Audit  Committee  receives  annual  representations  from the
independent  registered  public  accounting  firm  as to its  independence.  The
members  of the Audit  Committee  are  William  McClayton  (Chair),  Kenneth  C.
Froewiss (Vice Chair),  John W. Ballantine,  Henry P. Becton,  Jr., Keith R. Fox
and William N. Searcy, Jr. During the calendar year 2008, the Audit Committee of
the Portfolio's Board held six (6) meetings.

Nominating and Governance  Committee:  The Nominating and Governance  Committee,
which consists entirely of Independent Board Members, recommends individuals for
membership on the Board,  nominates  officers,  Board and committee chairs, vice
chairs and committee  members,  and oversees the  operations  of the Board.  The
Nominating and Governance Committee also reviews recommendations by shareholders
for candidates for Board positions.  Shareholders  may recommend  candidates for
Board positions by forwarding their correspondence by US mail or courier service
to Dawn-Marie  Driscoll,  P.O. Box 100176,  Cape Coral, FL 33904. The members of
the  Nominating  and  Governance  Committee  are Henry P. Becton,  Jr.  (Chair),
Rebecca W. Rimel (Vice Chair), Paul K. Freeman and William McClayton. During the
calendar year 2008, the Nominating and Governance  Committee of the  Portfolio's
Board held five (5) meetings.

Contract  Committee:   The  Contract  Committee,   which  consists  entirely  of
Independent  Board  Members,  reviews  at least  annually,  (a) the  Portfolio's
financial  arrangements  with DIMA and its  affiliates,  and (b) the Portfolio's
expense  ratios.  The members of the Contract  Committee are Robert H. Wadsworth
(Chair),  Keith R. Fox (Vice Chair),  Henry P. Becton,  Jr., Richard J. Herring,
William McClayton and Jean Gleason Stromberg. During the calendar year 2008, the
Contract Review Committee of the Portfolio's Board held seven (7) meetings.

Equity  Oversight   Committee:   The  Equity  Oversight  Committee  reviews  the
investment  operations  of those  portfolios  that  primarily  invest  in equity
securities  (except for those funds managed by a quantitative  investment team).
The members of the Equity  Oversight  Committee are John W. Ballantine  (Chair),
William McClayton (Vice Chair),  Henry P. Becton,  Jr., Keith R. Fox, Richard J.
Herring  and  Rebecca W.  Rimel.  During  the  calendar  year  2008,  the Equity
Oversight Committee of the Portfolio's Board held five (5) meetings.

Fixed-Income and Quant Oversight Committee: The Fixed-Income and Quant Oversight
Committee  reviews the investment  operations of those portfolios that primarily
invest in  fixed-income  securities or are managed by a quantitative  investment
team. The members of the Fixed-Income and Quant Oversight  Committee are William
N.  Searcy,  Jr.  (Chair),  Jean  Gleason  Stromberg  (Vice  Chair),  Dawn-Marie
Driscoll, Kenneth C. Froewiss and Robert H. Wadsworth.  During the calendar year
2008, the Fixed-Income  Oversight  Committee of the Portfolio's  Board held five
(5) meetings.

Marketing and  Shareholder  Services  Committee:  The Marketing and  Shareholder
Services Committee reviews the Portfolio's  marketing  program,  sales practices
and literature and shareholder services.  The Marketing and Shareholder Services
Committee also considers  matters  relating to fund mergers and liquidations and
the  organization  of new funds.  The members of the Marketing  and  Shareholder
Services  Committee are Richard J. Herring  (Chair),  Dawn-Marie  Driscoll (Vice
Chair), Rebecca W. Rimel, Jean Gleason Stromberg and Robert H. Wadsworth. During
the calendar year 2008, the Marketing/Distribution/Shareholder Service Committee
of the Portfolio's Board held four (4) meetings.

The Operations  Committee:  The Operations  Committee reviews the administrative
operations,  legal affairs and general compliance matters of the Portfolio.  The
Operations Committee reviews administrative matters related to the operations of
the  Portfolio,  policies and  procedures  relating to  portfolio  transactions,
custody  arrangements,  fidelity bond and insurance  arrangements,  valuation of
Portfolio  assets and  securities  and such other  tasks as the full Board deems
necessary or appropriate.  The Operations  Committee also oversees the valuation
of the Portfolio's  securities and other assets and determines,  as needed,  the
fair value of Portfolio  securities or other assets under certain  circumstances
as described in the Portfolio's Valuation  Procedures.  The Operations Committee
has appointed a Valuation  Sub-Committee,  which may make determinations of fair
value required when the Operations  Committee is not in session.  The members of
the Operations  Committee are Dawn-Marie  Driscoll  (Chair),  John W. Ballantine
(Vice Chair),  Kenneth C. Froewiss,  Rebecca W. Rimel and William N. Searcy, Jr.
The members of the Valuation Sub-Committee are Kenneth C. Froewiss (Chair), John
W. Ballantine, Dawn-Marie Driscoll (Alternate), Rebecca W. Rimel (Alternate) and
William  N.  Searcy,  Jr.  (Alternate).  During  the  calendar  year  2008,  the
Operations Committee held five (5) meetings and the Valuation Sub-Committee held
two (2) meetings.

Ad Hoc Committees.  In addition to the standing committees described above, from
time to time the Board  may also form ad hoc  committees  to  consider  specific
issues.

Remuneration.  Each  Independent  Board Member  receives  compensation  from the
Portfolio for his or her services,  which  includes  retainer fees and specified
amounts  for  various  committee  services  and for the  Board  Chairperson.  No
additional  compensation is paid to any Independent Board Member for travel time
to meetings,  attendance  at  directors'  educational  seminars or  conferences,
service on  industry or  association  committees,  participation  as speakers at
directors'  conferences or service on special fund industry director task forces
or subcommittees. Independent Board Members do not receive any employee benefits
such as pension or retirement benefits or health insurance from the Portfolio 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
Portfolio,  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  Portfolio.  The following  tables show  compensation  from the
Portfolio  and  aggregate  compensation  from  all of the  funds in the DWS fund
complex received by each Independent Board Member during the calendar year 2008.
Mr.  Schwarzer  is an  interested  person  of  the  Portfolio  and  received  no
compensation  from the Portfolio or any fund in the DWS fund complex  during the
relevant periods.


                                                                           Total Compensation
                                         Aggregate Compensation              from Fund and
  Name of Board Member                from Money Market Portfolio          DWS Fund Complex(1)
  --------------------                ---------------------------          -------------------

  John W. Ballantine                             $8,616                          $237,500
  Henry P. Becton, Jr.(2)                         $556                           $246,000
  Dawn-Marie Driscoll(2)(3)                       $639                           $292,500
  Keith R. Fox(2)                                 $523                           $229,500
  Paul K. Freeman                                $9,320                          $255,000
  Kenneth C. Froewiss                             $515                           $226,750
  Richard J. Herring(2)                           $539                           $240,000
  William McClayton(4)                          $9,407                           $257,500
  Rebecca W. Rimel(2)                             $534                           $233,500
  William N. Searcy, Jr.                          $534                           $238,000
  Jean Gleason Stromberg                          $512                           $225,500
  Robert H. Wadsworth                           $8,796                           $273,500


(1)      The DWS fund complex is composed of 136 funds as of December 31, 2008.

(2)      Aggregate  compensation  includes amounts paid to the Board Members for
         special  meetings of ad hoc committees of the Board in connection  with
         the  consolidation  of the DWS fund boards and various funds,  meetings
         for   considering   fund  expense   simplification   initiatives,   and
         consideration of issues specific to the Portfolio's direct shareholders
         (i.e., those shareholders who did not purchase shares through financial
         intermediaries). Such amounts totaled $8,000 for Mr. Becton, $2,000 for
         Ms. Driscoll, $2,000 for Mr. Fox, $2,000 for Dr. Herring and $8,000 for
         Ms. Rimel. These meeting fees were borne by the funds.

(3)      Includes  $70,000 in annual  retainer fees received by Ms.  Driscoll as
         Chairperson of DWS funds.

(4)      Includes $15,000 paid to Mr. McClayton for numerous special meetings of
         an ad hoc  committee of the former  Chicago  Board in  connection  with
         board consolidation initiatives.

Board Member Ownership in the Portfolio

The  following  table shows the dollar range of equity  securities  beneficially
owned by each Board Member in the  Portfolio and DWS fund complex as of December
31, 2008.

                                                                                  Aggregate Dollar Range of
                                            Dollar Range of Beneficial       Ownership in all Funds Overseen by
                                                     Ownership                          Board Member
Board Member                                 in Money Market Portfolio          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                                    None                                Over $100,000
Richard J. Herring                                     None                                Over $100,000
William McClayton                                      None                                Over $100,000
Rebecca W. Rimel                                       None                                Over $100,000
William N. Searcy, Jr.                                 None                                Over $100,000
Jean Gleason Stromberg                                 None                                Over $100,000
Robert H. Wadsworth                                    None                                Over $100,000

Interested Board Member:
------------------------

Axel Schwarzer                                         None                                Over $100,000

(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 Portfolio,  the information in the following table reflects  ownership by the Independent  Board
Members and their  immediate  family  members of certain  securities  as of December  31,  2008.  Immediate  family
members can be a spouse,  children  residing in the same household  including step and adoptive  children,  and any
dependents.  The securities  represent  ownership in the Advisor or principal  underwriter of the Portfolio 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 Portfolio (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 July 7,  2009,  the  Board  Members  and  officers  of the  Trust  owned,  as a  group,  less  than 1% of the
outstanding shares of the Portfolio.

To the best of the  Portfolio's  knowledge,  as of July 7, 2009,  no person owned of record or  beneficially  5% or
more of any class of the Portfolio's outstanding shares, except as noted below.

Money Market Portfolio
----------------------

Name and Address of Investor Ownership                          Shares                      % of Total Shares
--------------------------------------                          ------                      -----------------

RIDGE CLEARING & OUTSOURCING SVCS                            54,826,875.08            100% of Capital Assets Funds
NEW YORK NY  10041-0004                                                                     Preferred Shares

RIDGE CLEARING & OUTSOURCING SVCS                           926,624,287.45            100% of Capital Assets Funds
NEW YORK NY  10041-0004                                                                          Shares

D A DAVIDSON & CO                                            3,746,587.57                 100% of Davidson Cash
TAX-EXEMPT OMNIBUS ACCT #1                                                               Equivalent Plus Shares
ATTN  BETH ANN THELEN
GREAT FALLS MT  59403-5015

D A DAVIDSON & CO                                            26,549,745.17                100% of Davidson Cash
MONEY MARKET OMNIBUS ACCT #1                                                                Equivalent Shares
ATTN  BETH ANN THELEN
GREAT FALLS MT  59403-5015

TOYOTA MOTOR CREDIT CORPORATION                             408,910,299.82            73.55% of Institutional Money
ATTN NICHOLAS RO                                                                              Market Shares
TORRANCE CA  90501-1196

LPL FINANCIAL SERVICES                                      143,190,379.36            25.76% of Institutional Money
SAN DIEGO CA  92121-1968                                                                      Market Shares

JOSEPH W SARBINOWSKI                                           10,321.31             97.57% of Institutional Select
DARIEN CT  06820-3510                                                                      Money Market Shares

LPL FINANCIAL SERVICES                                     1,708,723,340.70          93.43% of Premier Money Market
SAN DIEGO CA  92121-1968                                                                         Shares

LPL FINANCIAL SERVICES                                      213,012,831.79              60.38% of Premium Reserve
SAN DIEGO CA  92121-1968                                                                   Money Market Shares

FIDUCIARY TRUST CO INT'L AS AGENT                            40,366,000.00              11.44% of Premium Reserve
ATTN MUTUAL FUND PROCESSING                                                                Money Market Shares
ATTN CORPORATE TREASURY
NEW YORK NY  10020-2302

PENSON FINANCIAL SERVICES                                   848,249,326.83              75.31% of Service Shares
DALLAS TX  75201-4609

FIRST SOUTHWEST COMPANY                                     132,766,240.36              11.79% of Service Shares
DALLAS TX  75201-3852

PERSHING LLC FOR THE EXCLUSIVE                               71,778,611.21               6.37% of Service Shares
BENEFIT OF CUSTOMERS
JERSEY CITY NJ  07399-0001
</TABLE>


Agreement to Indemnify Independent Trustees 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 Trustees of the Affected Funds, against certain
liabilities the Independent Trustees 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 Trustees 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 Trustees ultimately would not be entitled to indemnification or (2)
for any liability of the Independent Trustees to the Funds or their shareholders
to which the Independent Trustee would otherwise be subject by reason of willful
misfeasance, bad faith, gross negligence or reckless disregard of the
Independent Trustee'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 Trustees 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.

                               TRUST ORGANIZATION

The Trust is an open-end, management investment company, organized as a business
trust under the laws of Massachusetts on March 2, 1990. The Trust may issue an
unlimited number of shares of beneficial interest in one or more series or
"Portfolios," all having no par value, which may be divided by the Board of
Trustees into classes of shares, subject to compliance with the SEC regulations
permitting the creation of separate classes of shares. The Trust is currently
divided into three series: Money Market Portfolio, Government & Agency
Securities Portfolio and Tax-Exempt Portfolio. Money Market Portfolio is
currently divided into nine classes of shares: Premium Reserve Money Market
Shares, Premier Money Market Shares, Institutional Money Market Shares,
Institutional Select Money Market Shares, Service Shares, Davidson Cash
Equivalent Shares, Davidson Cash Equivalent Plus Shares, Capital Assets Funds
Shares and Capital Assets Funds Preferred Shares. Government & Agency Securities
Portfolio is divided into eight classes of shares: DWS Government & Agency Money
Fund, DWS Government Cash Institutional Shares, Government Cash Managed Shares,
Premier Money Market Shares, Service Shares, Davidson Cash Equivalent Shares,
Davidson Cash Equivalent Plus Shares and Capital Assets Funds. Tax-Exempt
Portfolio is divided into nine classes of shares: Tax-Free Investment Class, DWS
Tax-Free Money Fund Class S, DWS Tax-Exempt Money Fund, Capital Assets Funds
Shares, Davidson Cash Equivalent Shares, Premier Money Market Shares, DWS
Tax-Exempt Cash Institutional Shares, Service Shares and Tax-Exempt Cash Managed
Shares.

The Trustees have the authority to create additional portfolios and to designate
the relative rights and preferences as between the different portfolios. The
Trustees also may authorize the division of shares of a Portfolio into different
classes, which may bear different expenses. All shares issued and outstanding
are fully paid and non-assessable, transferable, have no pre-emptive or
conversion rights and are redeemable as described in the SAI and in the
Portfolio's prospectuses. Each share has equal rights with each other share of
the same class of the Portfolio as to voting, dividends, exchanges, conversion
features and liquidation. Shareholders are entitled to one vote for each full
share held and fractional votes for fractional shares held. The Trustees may
also terminate any Portfolio or class by notice to the shareholders without
shareholder approval.

The Trust generally is not required to hold meetings of their shareholders.
Under the Declaration of Trust, however, shareholder meetings will be held in
connection with the following matters: (a) the election or removal of trustees
if a meeting is called for such purpose; (b) the adoption of any contract for
which approval by shareholders is required by the 1940 Act; (c) any termination
of the Portfolio or a class to the extent and as provided in the Declaration of
Trust; (d) certain material amendments of the Declaration of Trust (such as
other than amendments changing the name of the Portfolio, supplying any
omission, curing any ambiguity or curing, correcting or supplementing any
defective or inconsistent provision thereof); and (e) such additional matters as
may be required by law, the Declaration of Trust, the By-laws of the Portfolio,
or any registration of the Trusts with the SEC or as the trustees may consider
necessary or desirable. Shareholders also vote upon changes in fundamental
investment policies or restrictions.

The Declaration of Trust provides that obligations of the Trust are not binding
upon the Trustees individually but only upon the property of the Trust, that the
Trustees and officers will not be liable for errors of judgment or mistakes of
fact or law, and that a Trust will indemnify its Trustees and officers against
liabilities and expenses incurred in connection with litigation in which they
may be involved because of their offices with a Trust except if it is determined
in the manner provided in the Declaration of Trust that they have not acted in
good faith in the reasonable belief that their actions were in the best
interests of the Trust. However, nothing in the Declaration of Trust protects or
indemnifies a Trustee or officer against any liability 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 their
office.

Subject to the Declaration of Trust, shareholders may remove trustees. Each
Trustee serves until the next meeting of shareholders, if any, called for the
purpose of electing Trustees and until the election and qualification of a
successor or until such Trustee sooner dies, resigns, retires or is removed by a
majority vote of the shares entitled to vote (as described below) or a majority
of the Trustees. In accordance with the 1940 Act (a) the Trust will hold a
shareholder meeting for the election of Trustees at such time as less than a
majority of the Trustees have been elected by shareholders, and (b) if, as a
result of a vacancy in the Board of Trustees, less than two-thirds of the
Trustees have been elected by the shareholders, that vacancy will be filled only
by a vote of the shareholders.

Trustees may be removed from office by a vote of the holders of a majority of
the outstanding shares at a meeting called for that purpose, which meeting shall
be held upon the written request of the holders of not less than 10% of the
outstanding shares. Upon the written request of ten or more shareholders who
have been such for at least six months and who hold shares constituting at least
1% of the outstanding shares of the Trust 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 trustee, the
Trust has undertaken to disseminate appropriate materials at the expense of the
requesting shareholders.

The Declaration of Trust provides that the presence at a shareholder meeting in
person or by proxy of at least 30% of the shares entitled to vote on a matter
shall constitute a quorum. Thus, a meeting of shareholders of a Portfolio could
take place even if less than a majority of the shareholders were represented on
its scheduled date. Shareholders would in such a case be permitted to take
action which does not require a larger vote than a majority of a quorum, such as
the election of trustees and ratification of the selection of auditors. Some
matters requiring a larger vote under the Declaration of Trust, such as
termination or reorganization of a Portfolio and certain amendments of the
Declaration of Trust, would not be affected by this provision; nor would matters
which under the 1940 Act require the vote of a "majority of the outstanding
voting securities" as defined in the 1940 Act.

The Declaration of Trust specifically authorizes the Board of Trustees to
terminate the Trust (or any Portfolio or class) by notice to the shareholders
without shareholder approval.

Under Massachusetts law, shareholders of a Massachusetts business trust could,
under certain circumstances, be held personally liable for obligations of the
Trust. The Declaration of Trust, however, disclaims shareholder liability for
acts or obligations of the Trust and requires that notice of such disclaimer be
given in each agreement, obligation, or instrument entered into or executed by
the Trust or the trustees. Moreover, the Declaration of Trust provides for
indemnification out of Trust property for all losses and expenses of any
shareholder held personally liable for the obligations of the Trust and the
Trust may be covered by insurance. Thus, the risk of a shareholder incurring
financial loss on account of shareholder liability is considered by the Advisor
remote and not material, since it is limited to circumstances in which a
disclaimer is inoperative and the Trust itself is unable to meet its
obligations.

                             PROXY VOTING GUIDELINES

The Portfolio has delegated proxy voting responsibilities to the Advisor,
subject to the Board's general oversight. The Advisor votes proxies pursuant to
the proxy voting policy and guidelines set forth in Appendix A to this SAI).

You may obtain information about how a fund voted proxies related to its
portfolio securities during the 12-month period ended June 30 by visiting the
Securities and Exchange Commission's Web site at www.sec.gov or by visiting our
Web site at: www.dws-investments.com (click on "proxy voting" at the bottom of
the page).

                              FINANCIAL STATEMENTS

The financial statements, including the portfolio of investments, for the
Portfolio, together with the Report of Independent Registered Public Accounting
Firm, Financial Highlights and notes to financial statements in the Annual
Report to the Shareholders of the Portfolio dated April 30, 2009, are
incorporated herein by reference and are hereby deemed to be a part of this
combined SAI.

                             ADDITIONAL INFORMATION

The CUSIP number of CAT Money Market Portfolio's Premium Reserve shares is
147539-407.

The CUSIP number of CAT Money Market Portfolio's Institutional shares is
147539-605.

The CUSIP number of CAT Money Market Portfolio's Institutional Select shares is
147539-811.

The Portfolio has a fiscal year of April 30.

The prospectuses and this SAI omit certain information contained in the
Registration Statement which the Portfolio 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 Portfolio and the
securities offered hereby. This Registration Statement and its amendments are
available for inspection by the public at the SEC in Washington, D.C.

                      APPENDIX A -- PROXY VOTING GUIDELINES


       Deutsche Asset Management ("AM") Proxy Voting Policy and Guidelines


I.       INTRODUCTION

AM has adopted and implemented the following policies and procedures, which it
believes are reasonably designed to ensure that proxies are voted in the best
economic interest of clients, in accordance with its fiduciary duties and local
regulation. These Proxy Voting Policies, Procedures and Guidelines shall apply
to all accounts managed by US domiciled advisers and to all US client accounts
managed by non US regional offices. Non US regional offices are required to
maintain procedures and to vote proxies as may be required by law on behalf of
their non US clients. In addition, AM's proxy policies reflect the fiduciary
standards and responsibilities for ERISA accounts.

The attached guidelines represent a set of global recommendations that were
determined by the Global Proxy Voting Sub-Committee ("the GPVSC"). These
guidelines were developed to provide AM with a comprehensive list of
recommendations that represent how AM will generally vote proxies for its
clients. The recommendations derived from the application of these guidelines
are not intended to influence the various AM legal entities either directly or
indirectly by parent or affiliated companies. In addition, the organizational
structures and documents of the various AM legal entities allows, where
necessary or appropriate, the execution by individual AM subsidiaries of the
proxy voting rights independently of any DB parent or affiliated company. This
applies in particular to non U.S. fund management companies. The individuals
that make proxy voting decisions are also free to act independently, subject to
the normal and customary supervision by the management/boards of these AM legal
entities.


II.      AM'S PROXY VOTING RESPONSIBILITIES

Proxy votes are the property of AM's advisory clients.(1) As such, AM's
authority and responsibility to vote such proxies depend upon its contractual
relationships with its clients. AM has delegated responsibility for effecting
its advisory clients' proxy votes to Institutional Shareholder Services ("ISS"),
an independent third-party proxy voting specialist. ISS votes AM's advisory
clients' proxies in accordance with AM's proxy guidelines or AM's specific
instructions. Where a client has given specific instructions as to how a proxy
should be voted, AM will notify ISS to carry out those instructions. Where no
specific instruction exists, AM will follow the procedures in voting the proxies
set forth in this document. Certain Taft-Hartley clients may direct AM to have
ISS vote their proxies in accordance with Taft Hartley voting Guidelines

_____________________

(1)      For purposes of these Policies and Procedures, "clients" refers to
         persons or entities: for which AM serves as investment adviser or
         sub-adviser; for which AM votes proxies; and that have an economic or
         beneficial ownership interest in the portfolio securities of issuers
         soliciting such proxies.

Clients may in certain instances contract with their custodial agent and notify
AM that they wish to engage in securities lending transactions. In such cases,
it is the responsibility of the custodian to deduct the number of shares that
are on loan so that they do not get voted twice.


III.     POLICIES

1.       Proxy voting activities are conducted in the best economic interest of
         clients

AM has adopted the following policies and procedures to ensure that proxies are
voted in accordance with the best economic interest of its clients, as
determined by AM in good faith after appropriate review.

2.       The Global Proxy Voting Sub-Committee

The Global Proxy Voting Sub-Committee (the "GPVSC") is an internal working group
established by the applicable AM's Investment Risk Oversight Committee pursuant
to a written charter. The GPVSC is responsible for overseeing AM's proxy voting
activities, including:

(i)    adopting, monitoring and updating guidelines, attached as Exhibit A (the
       "Guidelines"), that provide how AM will generally vote proxies pertaining
       to a comprehensive list of common proxy voting matters;

(ii)   voting proxies where (A) the issues are not covered by specific client
       instruction or the Guidelines; (B) the Guidelines specify that the issues
       are to be determined on a case-by-case basis; or (C) where an exception
       to the Guidelines may be in the best economic interest of AM's clients;
       and

(iii)  monitoring the Proxy Vendor Oversight's proxy voting activities (see
       below).

AM's Proxy Vendor Oversight, a function of AM's Operations Group, is responsible
for coordinating with ISS to administer AM's proxy voting process and for voting
proxies in accordance with any specific client instructions or, if there are
none, the Guidelines, and overseeing ISS' proxy responsibilities in this regard.

3.       Availability of Proxy Voting Policies and Procedures and proxy voting
         record

Copies of these Policies and Procedures, as they may be updated from time to
time, are made available to clients as required by law and otherwise at AM's
discretion. Clients may also obtain information on how their proxies were voted
by AM as required by law and otherwise at AM's discretion; however, AM must not
selectively disclose its investment company clients' proxy voting records. The
Proxy Vendor Oversight will make proxy voting reports available to advisory
clients upon request. The investment companies' proxy voting records will be
disclosed to shareholders by means of publicly-available annual filings of each
company's proxy voting record for 12-month periods ended June 30 (see
"Recordkeeping" below), if so required by relevant law.


IV.      PROCEDURES

The key aspects of AM's proxy voting process are as follows:

1.       The GPVSC's Proxy Voting Guidelines

The Guidelines set forth the GPVSC's standard voting positions on a
comprehensive list of common proxy voting matters. The GPVSC has developed, and
continues to update the Guidelines based on consideration of current corporate
governance principles, industry standards, client feedback, and the impact of
the matter on issuers and the value of the investments.

The GPVSC will review the Guidelines as necessary to support the best economic
interests of AM's clients and, in any event, at least annually. The GPVSC will
make changes to the Guidelines, whether as a result of the annual review or
otherwise, taking solely into account the best economic interests of clients.
Before changing the Guidelines, the GPVSC will thoroughly review and evaluate
the proposed change and the reasons therefore, and the GPVSC Chair will ask
GPVSC members whether anyone outside of the AM organization (but within Deutsche
Bank and its affiliates) or any entity that identifies itself as a AM advisory
client has requested or attempted to influence the proposed change and whether
any member has a conflict of interest with respect to the proposed change. If
any such matter is reported to the GPVSC Chair, the Chair will promptly notify
the Conflicts of Interest Management Sub-Committee (see below) and will defer
the approval, if possible. Lastly, the GPVSC will fully document its rationale
for approving any change to the Guidelines.

The Guidelines may reflect a voting position that differs from the actual
practices of the public company(ies) within the Deutsche Bank organization or of
the investment companies for which AM or an affiliate serves as investment
adviser or sponsor. Investment companies, particularly closed-end investment
companies, are different from traditional operating companies. These differences
may call for differences in voting positions on the same matter. Further, the
manner in which AM votes investment company proxies may differ from proposals
for which a AM-advised or sponsored investment company solicits proxies from its
shareholders. As reflected in the Guidelines, proxies solicited by closed-end
(and open-end) investment companies are generally voted in accordance with the
pre-determined guidelines of ISS. See Section IV.3.B.

Funds ("Underlying Funds") in which Topiary Fund Management Fund of Funds (each,
a "Fund") invest, may from time to time seek to revise their investment terms
(i.e. liquidity, fees, etc.) or investment structure. In such event, the
Underlying Funds may require approval/consent from its investors to effect the
relevant changes. Topiary Fund Management has adopted Proxy Voting Procedures
which outline the process for these approvals.

2.       Specific proxy voting decisions made by the GPVSC

The Proxy Vendor Oversight will refer to the GPVSC all proxy proposals (i) that
are not covered by specific client instructions or the Guidelines; or (ii) that,
according to the Guidelines, should be evaluated and voted on a case-by-case
basis.

Additionally, if, the Proxy Vendor Oversight, the GPVSC Chair or any member of
the GPVSC, a portfolio manager, a research analyst or a sub-adviser believes
that voting a particular proxy in accordance with the Guidelines may not be in
the best economic interests of clients, that individual may bring the matter to
the attention of the GPVSC Chair and/or the Proxy Vendor Oversight.(2)

_____________________

(2)      The Proxy Vendor Oversight generally monitors upcoming proxy
         solicitations for heightened attention from the press or the industry
         and for novel or unusual proposals or circumstances, which may prompt
         the Proxy Vendor Oversight to bring the solicitation to the attention
         of the GPVSC Chair. AM portfolio managers, AM research analysts and
         sub-advisers also may bring a particular proxy vote to the attention of
         the GPVSC Chair, as a result of their ongoing monitoring of portfolio
         securities held by advisory clients and/or their review of the periodic
         proxy voting record reports that the GPVSC Chair distributes to AM
         portfolio managers and AM research analysts.

If the Proxy Vendor Oversight refers a proxy proposal to the GPVSC or the GPVSC
determines that voting a particular proxy in accordance with the Guidelines is
not in the best economic interests of clients, the GPVSC will evaluate and vote
the proxy, subject to the procedures below regarding conflicts.

The GPVSC endeavors to hold meetings to decide how to vote particular proxies
sufficiently before the voting deadline so that the procedures below regarding
conflicts can be completed before the GPVSC's voting determination.

3.       Certain proxy votes may not be cast

In some cases, the GPVSC may determine that it is in the best economic interests
of its clients not to vote certain proxies. If the conditions below are met with
regard to a proxy proposal, AM will abstain from voting:

o        Neither the Guidelines nor specific client instructions cover an issue;

o        ISS does not make a recommendation on the issue;

o        The GPVSC cannot convene on the proxy proposal at issue to make a
         determination as to what would be in the client's best interest. (This
         could happen, for example, if the Conflicts of Interest Management
         Sub-committee found that there was a material conflict or if despite
         all best efforts being made, the GPVSC quorum requirement could not be
         met).

In addition, it is AM's policy not to vote proxies of issuers subject to laws of
those jurisdictions that impose restrictions upon selling shares after proxies
are voted, in order to preserve liquidity. In other cases, it may not be
possible to vote certain proxies, despite good faith efforts to do so. For
example, some jurisdictions do not provide adequate notice to shareholders so
that proxies may be voted on a timely basis. Voting rights on securities that
have been loaned to third-parties transfer to those third-parties, with loan
termination often being the only way to attempt to vote proxies on the loaned
securities. Lastly, the GPVSC may determine that the costs to the client(s)
associated with voting a particular proxy or group of proxies outweighs the
economic benefits expected from voting the proxy or group of proxies.

The Proxy Vendor Oversight will coordinate with the GPVSC Chair regarding any
specific proxies and any categories of proxies that will not or cannot be voted.
The reasons for not voting any proxy shall be documented.

4.       Conflict of Interest Procedures

A. Procedures to Address Conflicts of Interest and Improper Influence

Overriding Principle. In the limited circumstances where the GPVSC votes
proxies,(3) the GPVSC will vote those proxies in accordance with what it, in
good faith, determines to be the best economic interests of AM's clients.(4)

_____________________

(3)      As mentioned above, the GPVSC votes proxies (i) where neither a
         specific client instruction nor a Guideline directs how the proxy
         should be voted, (ii) where the Guidelines specify that an issue is to
         be determined on a case by case basis or (iii) where voting in
         accordance with the Guidelines may not be in the best economic
         interests of clients.

(4)      The Proxy Vendor Oversight, who serves as the non-voting secretary of
         the GPVSC, may receive routine calls from proxy solicitors and other
         parties interested in a particular proxy vote. Any contact that
         attempts to exert improper pressure or influence shall be reported to
         the Conflicts of Interest Management Sub-Committee.

Independence of the GPVSC. As a matter of Compliance policy, the GPVSC and the
Proxy Vendor Oversight are structured to be independent from other parts of
Deutsche Bank. Members of the GPVSC and the employee responsible for Proxy
Vendor Oversight are employees of AM. As such, they may not be subject to the
supervision or control of any employees of Deutsche Bank Corporate and
Investment Banking division ("CIB"). Their compensation cannot be based upon
their contribution to any business activity outside of AM without prior approval
of Legal and Compliance. They can have no contact with employees of Deutsche
Bank outside of the Private Client and Asset Management division ("PCAM")
regarding specific clients, business matters or initiatives without the prior
approval of Legal and Compliance. They furthermore may not discuss proxy votes
with any person outside of AM (and within AM only on a need to know basis).

Conflict Review Procedures. There will be a committee (the "Conflicts of
Interest Management Sub-Committee") established within AM that will monitor for
potential material conflicts of interest in connection with proxy proposals that
are to be evaluated by the GPVSC. Promptly upon a determination that a vote
shall be presented to the GPVSC, the GPVSC Chair shall notify the Conflicts of
Interest Management Sub-Committee. The Conflicts of Interest Management
Sub-Committee shall promptly collect and review any information deemed
reasonably appropriate to evaluate, in its reasonable judgment, if AM or any
person participating in the proxy voting process has, or has the appearance of,
a material conflict of interest. For the purposes of this policy, a conflict of
interest shall be considered "material" to the extent that a reasonable person
could expect the conflict to influence, or appear to influence, the GPVSC's
decision on the particular vote at issue. GPVSC should provide the Conflicts of
Interest Management Sub-Committee a reasonable amount of time (no less than 24
hours) to perform all necessary and appropriate reviews. To the extent that a
conflicts review can not be sufficiently completed by the Conflicts of Interest
Management Sub-Committee the proxies will be voted in accordance with the
standard guidelines.

The information considered by the Conflicts of Interest Management Sub-Committee
may include without limitation information regarding (i) AM client
relationships; (ii) any relevant personal conflict known by the Conflicts of
Interest Management Sub-Committee or brought to the attention of that
sub-committee; (iii) and any communications with members of the GPVSC (or anyone
participating or providing information to the GPVSC) and any person outside of
the AM organization (but within Deutsche Bank and its affiliates) or any entity
that identifies itself as a AM advisory client regarding the vote at issue. In
the context of any determination, the Conflicts of Interest Management
Sub-Committee may consult with, and shall be entitled to rely upon, all
applicable outside experts, including legal counsel.

Upon completion of the investigation, the Conflicts of Interest Management
Sub-Committee will document its findings and conclusions. If the Conflicts of
Interest Management Sub-Committee determines that (i) AM has a material conflict
of interest that would prevent it from deciding how to vote the proxies
concerned without further client consent or (ii) certain individuals should be
recused from participating in the proxy vote at issue, the Conflicts of Interest
Management Sub-Committee will so inform the GPVSC chair.

If notified that AM has a material conflict of interest as described above, the
GPVSC chair will obtain instructions as to how the proxies should be voted
either from (i) if time permits, the effected clients, or (ii) in accordance
with the standard guidelines. If notified that certain individuals should be
recused from the proxy vote at issue, the GPVSC Chair shall do so in accordance
with the procedures set forth below.

Note: Any AM employee who becomes aware of a potential, material conflict of
interest in respect of any proxy vote to be made on behalf of clients shall
notify Compliance. Compliance shall call a meeting of the conflict review
committee to evaluate such conflict and determine a recommended course of
action.

Procedures to be followed by the GPVSC. At the beginning of any discussion
regarding how to vote any proxy, the GPVSC Chair (or his or her delegate) will
inquire as to whether any GPVSC member (whether voting or ex officio) or any
person participating in the proxy voting process has a personal conflict of
interest or has actual knowledge of an actual or apparent conflict that has not
been reported to the Conflicts of Interest Management Sub-Committee.

The GPVSC Chair also will inquire of these same parties whether they have actual
knowledge regarding whether any director, officer or employee outside of the AM
organization (but within Deutsche Bank and its affiliates) or any entity that
identifies itself as a AM advisory client, has: (i) requested that AM, the Proxy
Vendor Oversight (or any member thereof) or a GPVSC member vote a particular
proxy in a certain manner; (ii) attempted to influence AM, the Proxy Vendor
Oversight (or any member thereof), a GPVSC member or any other person in
connection with proxy voting activities; or (iii) otherwise communicated with a
GPVSC member or any other person participating or providing information to the
GPVSC regarding the particular proxy vote at issue, and which incident has not
yet been reported to the Conflicts of Interest Management Sub- Committee.

If any such incidents are reported to the GPVSC Chair, the Chair will promptly
notify the Conflicts of Interest Management Sub-Committee and, if possible, will
delay the vote until the Conflicts of Interest Management Sub-Committee can
complete the conflicts report. If a delay is not possible, the Conflicts of
Interest Management Sub-Committee will instruct the GPVSC whether anyone should
be recused from the proxy voting process, or whether AM should vote the proxy in
accordance with the standard guidelines, seek instructions as to how to vote the
proxy at issue from ISS or, if time permits, the effected clients. These
inquiries and discussions will be properly reflected in the GPVSC's minutes.

Duty to Report. Any AM employee, including any GPVSC member (whether voting or
ex officio), that is aware of any actual or apparent conflict of interest
relevant to, or any attempt by any person outside of the AM organization (but
within Deutsche Bank and its affiliates) or any entity that identifies itself as
a AM advisory client to influence, how AM votes its proxies has a duty to
disclose the existence of the situation to the GPVSC Chair (or his or her
designee) and the details of the matter to the Conflicts of Interest Management
Sub-Committee. In the case of any person participating in the deliberations on a
specific vote, such disclosure should be made before engaging in any activities
or participating in any discussion pertaining to that vote.

Recusal of Members. The GPVSC will recuse from participating in a specific proxy
vote any GPVSC members (whether voting or ex officio) and/or any other person
who (i) are personally involved in a material conflict of interest; or (ii) who,
as determined by the Conflicts of Interest Management Sub-Committee, have actual
knowledge of a circumstance or fact that could effect their independent
judgment, in respect of such vote. The GPVSC will also exclude from
consideration the views of any person (whether requested or volunteered) if the
GPVSC or any member thereof knows, or if the Conflicts of Interest Management
Sub-Committee has determined, that such other person has a material conflict of
interest with respect to the particular proxy, or has attempted to influence the
vote in any manner prohibited by these policies.

If, after excluding all relevant GPVSC voting members pursuant to the paragraph
above, there are three or more GPVSC voting members remaining, those remaining
GPVSC members will determine how to vote the proxy in accordance with these
Policies and Procedures. If there are fewer than three GPVSC voting members
remaining, the GPVSC Chair will vote the proxy in accordance with the standard
guidelines, will obtain instructions as to how to have the proxy voted from, if
time permits, the effected clients and otherwise from ISS.

B.       Investment Companies and Affiliated Public Companies

Investment Companies. As reflected in the Guidelines, all proxies solicited by
open-end and closed-end investment companies are voted in accordance with the
pre-determined guidelines of ISS, unless the investment company client directs
AM to vote differently on a specific proxy or specific categories of proxies.
However, regarding investment companies for which AM or an affiliate serves as
investment adviser or principal underwriter, such proxies are voted in the same
proportion as the vote of all other shareholders (i.e., "mirror" or "echo"
voting). Master fund proxies solicited from feeder funds are voted in accordance
with applicable provisions of Section 12 of the Investment Company Act of 1940.

Subject to participation agreements with certain Exchange Traded Funds ("ETF")
issuers that have received exemptive orders from the U.S. Securities and
Exchange Commission allowing investing DWS funds to exceed the limits set forth
in Section 12(d)(1)(A) and (B) of the Investment Company Act of 1940, DeAM will
echo vote proxies for ETFs in which Deutsche Bank holds more than 25% of
outstanding voting shares globally when required to do so by participation
agreements and SEC orders.

Affiliated Public Companies. For proxies solicited by non-investment company
issuers of or within the Deutsche Bank organization, e.g., Deutsche bank itself,
these proxies will be voted in the same proportion as the vote of other
shareholders (i.e., "mirror" or "echo" voting).

Note: With respect to the QP Trust (not registered under the Investment Company
Act of 1940), the Fund is not required to engage in echo voting and the
investment adviser will use these Guidelines, and may determine, with respect to
the QP Trust, to vote contrary to the positions in the Guidelines, consistent
with the Fund's best interest.

C.       Other Procedures That Limit Conflicts of Interest

AM and other entities in the Deutsche Bank organization have adopted a number of
policies, procedures and internal controls that are designed to avoid various
conflicts of interest, including those that may arise in connection with proxy
voting, including:

o        Deutsche Bank Americas Restricted Activities Policy. This policy
         provides for, among other things, independence of AM employees from
         CIB, and information barriers between AM and other affiliates.
         Specifically, no AM employee may be subject to the supervision or
         control of any employee of CIB. No AM employee shall have his or her
         compensation based upon his or her contribution to any business
         activity within the Bank outside of the business of AM, without the
         prior approval of Legal or Compliance. Further, no employee of CIB
         shall have any input into the compensation of a AM employee without the
         prior approval of Legal or Compliance. Under the information barriers
         section of this policy, as a general rule, AM employees who are
         associated with the investment process should have no contact with
         employees of Deutsche Bank or its affiliates, outside of PCAM,
         regarding specific clients, business matters, or initiatives. Further,
         under no circumstances should proxy votes be discussed with any
         Deutsche Bank employee outside of AM (and should only be discussed on a
         need-to-know basis within AM).

Other relevant internal policies include the Deutsche Bank Americas Code of
Professional Conduct, the Deutsche Asset Management Information Sharing
Procedures, the Deutsche Asset Management Code of Ethics, the Sarbanes-Oxley
Senior Officer Code of Ethics, and the Deutsche Bank Group Code of Conduct. The
GPVSC expects that these policies, procedures and internal controls will greatly
reduce the chance that the GPVSC (or, its members) would be involved in, aware
of or influenced by, an actual or apparent conflict of interest.


V.       RECORDKEEPING

At a minimum, the following types of records must be properly maintained and
readily accessible in order to evidence compliance with this policy.

o        AM will maintain a record of each vote cast by AM that includes among
         other things, company name, meeting date, proposals presented, vote
         cast and shares voted.

o        The Proxy Vendor Oversight maintains records for each of the proxy
         ballots it votes. Specifically, the records include, but are not
         limited to:

         -        The proxy statement (and any additional solicitation
                  materials) and relevant portions of annual statements.

         -        Any additional information considered in the voting process
                  that may be obtained from an issuing company, its agents or
                  proxy research firms.

         -        Analyst worksheets created for stock option plan and share
                  increase analyses.

         -        Proxy Edge print-screen of actual vote election.

o        AM will retain these Policies and Procedures and the Guidelines; will
         maintain records of client requests for proxy voting information; and
         will retain any documents the Proxy Vendor Oversight or the GPVSC
         prepared that were material to making a voting decision or that
         memorialized the basis for a proxy voting decision.

o        The GPVSC also will create and maintain appropriate records documenting
         its compliance with these Policies and Procedures, including records of
         its deliberations and decisions regarding conflicts of interest and
         their resolution.

o        With respect to AM's investment company clients, ISS will create and
         maintain records of each company's proxy voting record for 12-month
         periods ended June 30. AM will compile the following information for
         each matter relating to a portfolio security considered at any
         shareholder meeting held during the period covered by the report and
         with respect to which the company was entitled to vote:

         -        The name of the issuer of the portfolio security;

         -        The exchange ticker symbol of the portfolio security (if
                  symbol is available through reasonably practicable means);

         -        The Council on Uniform Securities Identification Procedures
                  number for the portfolio security (if the number is available
                  through reasonably practicable means);

         -        The shareholder meeting date;

         -        A brief identification of the matter voted on;

         -        Whether the matter was proposed by the issuer or by a security
                  holder;

         -        Whether the company cast its vote on the matter;

         -        How the company cast its vote (e.g., for or against proposal,
                  or abstain; for or withhold regarding election of directors);
                  and

         -        Whether the company cast its vote for or against management.

Note: This list is intended to provide guidance only in terms of the records
that must be maintained in accordance with this policy. In addition, please note
that records must be maintained in accordance with the applicable AM Records
Management Policy.

With respect to electronically stored records, "properly maintained" is defined
as complete, authentic (unalterable) usable and backed-up. At a minimum, records
should be retained for a period of not less than six years (or longer, if
necessary to comply with applicable regulatory requirements), the first three
years in an appropriate AM office.


VI.      THE GPVSC'S OVERSIGHT ROLE

In addition to adopting the Guidelines and making proxy voting decisions on
matters referred to it as set forth above, the GPVSC will monitor the proxy
voting process by reviewing summary proxy information presented by ISS. The
GPVSC will use this review process to determine, among other things, whether any
changes should be made to the Guidelines. This review will take place at least
quarterly and will be documented in the GPVSC's minutes.


Attachment A - Global Proxy Voting Guidelines







                            Deutsche Asset Management

                         Global Proxy Voting Guidelines



                             As Amended October 2008


                                [GRAPHIC OMITTED]
Table of contents

I        Board Of Directors And Executives

         A        Election Of Directors

         B        Classified Boards Of Directors

         C        Board And Committee Independence

         D        Liability And Indemnification Of Directors

         E        Qualifications Of Directors

         F        Removal Of Directors And Filling Of Vacancies

         G        Proposals To Fix The Size Of The Board

         H        Proposals to Restrict Chief Executive Officer's Service on

                  Multiple Boards

         I        Proposals to Restrict Supervisory Board Members Service on

                  Multiple Boards

         J        Proposals to Establish Audit Committees

II       Capital Structure

         A        Authorization Of Additional Shares

         B        Authorization Of "Blank Check" Preferred Stock

         C        Stock Splits/Reverse Stock Splits

         D        Dual Class/Supervoting Stock

         E        Large Block Issuance

         F        Recapitalization Into A Single Class Of Stock

         G        Share Repurchases

         H        Reductions In Par Value

III      Corporate Governance Issues

         A        Confidential Voting

         B        Cumulative Voting

         C        Supermajority Voting Requirements

         D        Shareholder Right To Vote

IV       Compensation

         A        Establishment of a Remuneration Committee

         B        Executive And Director Stock Option Plans

         C        Employee Stock Option/Purchase Plans

         D        Golden Parachutes

         E        Proposals To Limit Benefits Or Executive Compensation

         F        Option Expensing

         G        Management board election and motion

         H        Remuneration (variable pay)

         I        Long-term incentive plans

         J        Shareholder Proposals Concerning "Pay For Superior
                  Performance"

         K        Executive Compensation Advisory

V        Anti-Takeover Related Issues

         A        Shareholder Rights Plans ("Poison Pills")

         B        Reincorporation

         C        Fair-Price Proposals

         D        Exemption From State Takeover Laws

         E        Non-Financial Effects Of Takeover Bids

VI       Mergers & Acquisitions

VII      Social & Political Issues

         A        Labor & Human Rights

         B        Diversity & Equality

         C        Health & Safety

         D        Government/Military

         E        Tobacco

VIII     Environmental Issues

IX       Miscellaneous Items

         A        Ratification Of Auditors

         B        Limitation Of Non-Audit Services Provided By Independent
                  Auditor

         C        Audit Firm Rotation

         D        Transaction Of Other Business

         E        Motions To Adjourn The Meeting

         F        Bundled Proposals

         G        Change Of Company Name

         H        Proposals Related To The Annual Meeting

         I        Reimbursement Of Expenses Incurred From Candidate Nomination

         J        Investment Company Proxies

         K        International Proxy Voting


These Guidelines may reflect a voting position that differs from the actual
practices of the public company (ies) within the Deutsche Bank organization or
of the investment companies for which AM or an affiliate serves as investment
adviser or sponsor.

NOTE: Because of the unique structure and regulatory scheme applicable to
closed-end investment companies, the voting guidelines (particularly those
related to governance issues) generally will be inapplicable to holdings of
closed-end investment companies. As a result, determinations on the appropriate
voting recommendation for closed-end investment company shares will be made on a
case-by-case basis.


I.       Board of Directors and Executives

A.       Election of Directors

Routine: AM Policy is to vote "for" the uncontested election of directors. Votes
for a director in an uncontested election will be withheld in cases where a
director has shown an inability to perform his/her duties in the best interests
of the shareholders.

Proxy contest: In a proxy contest involving election of directors, a
case-by-case voting decision will be made based upon analysis of the issues
involved and the merits of the incumbent and dissident slates of directors. AM
will incorporate the decisions of a third party proxy research vendor,
currently, Institutional Shareholder Services ("ISS") subject to review by the
Proxy Voting Sub-Committee (GPVSC) as set forth in the AM's Proxy Voting
Policies and Procedures.

Rationale: The large majority of corporate directors fulfill their fiduciary
obligation and in most cases support for management's nominees is warranted. As
the issues relevant to a contested election differ in each instance, those cases
must be addressed as they arise.

B.       Classified Boards of Directors

AM policy is to vote against proposals to classify the board and for proposals
to repeal classified boards and elect directors annually.

Rationale: Directors should be held accountable on an annual basis. By
entrenching the incumbent board, a classified board may be used as an
anti-takeover device to the detriment of the shareholders in a hostile take-over
situation.

C.       Board and Committee Independence

AM policy is to vote:

1.       "For" proposals that require that a certain percentage (majority up to
         66 2/3%) of members of a board of directors be comprised of independent
         or unaffiliated directors.

2.       "For" proposals that require all members of a company's compensation,
         audit, nominating, or other similar committees be comprised of
         independent or unaffiliated directors.

3.       "Against" shareholder proposals to require the addition of special
         interest, or constituency, representatives to boards of directors.

4.       "For" separation of the Chairman and CEO positions.

5.       "Against" proposals that require a company to appoint a Chairman who is
         an independent director.

Rationale: Board independence is a cornerstone of effective governance and
accountability. A board that is sufficiently independent from management assures
that shareholders' interests are adequately represented. However, the Chairman
of the board must have sufficient involvement in and experience with the
operations of the company to perform the functions required of that position and
lead the company.

No director qualifies as 'independent' unless the board of directors
affirmatively determines that the director has no material relationship with the
listed company (either directly or as a partner, shareholder or officer of an
organization that has a relationship with the company).

Whether a director is in fact not "independent" will depend on the laws and
regulations of the primary market for the security and the exchanges, if any, on
which the security trades.

D.       Liability and Indemnification of Directors

AM policy is to vote "for" management proposals to limit directors' liability
and to broaden the indemnification of directors, unless broader indemnification
or limitations on directors' liability would effect shareholders' interests in
pending litigation.

Rationale: While shareholders want directors and officers to be responsible for
their actions, it is not in the best interests of the shareholders for them to
be to risk averse. If the risk of personal liability is too great, companies may
not be able to find capable directors willing to serve. We support expanding
coverage only for actions taken in good faith and not for serious violations of
fiduciary obligation or negligence.

E.       Qualifications of Directors

AM policy is to follow management's recommended vote on either management or
shareholder proposals that set retirement ages for directors or require specific
levels of stock ownership by directors.

Rationale: As a general rule, the board of directors, and not the shareholders,
is most qualified to establish qualification policies.

F.       Removal of Directors and Filling of Vacancies

AM policy is to vote "against" proposals that include provisions that directors
may be removed only for cause or proposals that include provisions that only
continuing directors may fill board vacancies.

Rationale: Differing state statutes permit removal of directors with or without
cause. Removal of directors for cause usually requires proof of self-dealing,
fraud or misappropriation of corporate assets, limiting shareholders' ability to
remove directors except under extreme circumstances. Removal without cause
requires no such showing.

Allowing only incumbent directors to fill vacancies can serve as an
anti-takeover device, precluding shareholders from filling the board until the
next regular election.

G.       Proposals to Fix the Size of the Board

AM policy is to vote:

1.       "For" proposals to fix the size of the board unless: (a) no specific
         reason for the proposed change is given; or (b) the proposal is part of
         a package of takeover defenses.

2.       "Against" proposals allowing management to fix the size of the board
         without shareholder approval.

Rationale: Absent danger of anti-takeover use, companies should be granted a
reasonable amount of flexibility in fixing the size of its board.

H.       Proposals to Restrict Chief Executive Officer's Service on Multiple
         Boards

AM policy is to vote "For" proposals to restrict a Chief Executive Officer from
serving on more than three outside boards of directors.

Rationale: Chief Executive Officer must have sufficient time to ensure that
shareholders' interests are represented adequately.

Note: A director's service on multiple closed-end fund boards within a fund
complex are treated as service on a single Board for the purpose of the proxy
voting guidelines.

I.       Proposals to Restrict Supervisory Board Members Service on Multiple
         Boards (For FFT Securities)

AM policy is to vote "for" proposals to restrict a Supervisory Board Member from
serving on more than five supervisory boards.

Rationale: We consider a strong, independent and knowledgeable supervisory board
as important counter-balance to executive management to ensure that the
interests of shareholders are fully reflected by the company.

Full information should be disclosed in the annual reports and accounts to allow
all shareholders to judge the success of the supervisory board controlling their
company.

Supervisory Board Member must have sufficient time to ensure that shareholders'
interests are represented adequately.

Note: A director's service on multiple closed-end fund boards within a fund
complex are treated as service on a single Board for the purpose of the proxy
voting guidelines.

J.       Proposals to Establish Audit Committees (For FFT and U.S. Securities)
         AM policy is to vote "for" proposals that require the establishment of
         audit committees.

Rationale: The audit committee should deal with accounting and risk management
related questions, verifies the independence of the auditor with due regard to
possible conflicts of interest. It also should determine the procedure of the
audit process.


II.      Capital Structure

A.       Authorization of Additional Shares (For U.S. Securities)

AM policy is to vote "for" proposals to increase the authorization of existing
classes of stock that do not exceed a 3:1 ratio of shares authorized to shares
outstanding for a large cap company, and do not exceed a 4:1 ratio of shares
authorized to shares outstanding for a small-midcap company (companies having a
market capitalization under one billion U.S. dollars.).

Rationale: While companies need an adequate number of shares in order to carry
on business, increases requested for general financial flexibility must be
limited to protect shareholders from their potential use as an anti-takeover
device. Requested increases for specifically designated, reasonable business
purposes (stock split, merger, etc.) will be considered in light of those
purposes and the number of shares required.

B.       Authorization of "Blank Check" Preferred Stock (For U.S. Securities)

AM policy is to vote:

1.   "Against" proposals to create blank check preferred stock or to increase
     the number of authorized shares of blank check preferred stock unless the
     company expressly states that the stock will not be used for anti-takeover
     purposes and will not be issued without shareholder approval.

2.   "For" proposals mandating shareholder approval of blank check stock
     placement.

Rationale: Shareholders should be permitted to monitor the issuance of classes
of preferred stock in which the board of directors is given unfettered
discretion to set voting, dividend, conversion and other rights for the shares
issued.

C.       Stock Splits/Reverse Stock Splits

AM policy is to vote "for" stock splits if a legitimate business purpose is set
forth and the split is in the shareholders' best interests. A vote is cast "for"
a reverse stock split only if the number of shares authorized is reduced in the
same proportion as the reverse split or if the effective increase in authorized
shares (relative to outstanding shares) complies with the proxy guidelines for
common stock increases (see, Section II.A, above.)

Rationale: Generally, stock splits do not detrimentally effect shareholders.
Reverse stock splits, however, may have the same result as an increase in
authorized shares and should be analyzed accordingly.

D.       Dual Class/Supervoting Stock

AM policy is to vote "against" proposals to create or authorize additional
shares of super-voting stock or stock with unequal voting rights.

Rationale: The "one share, one vote" principal ensures that no shareholder
maintains a voting interest exceeding their equity interest in the company.

E.       Large Block Issuance (For U.S. Securities)

AM policy is to address large block issuances of stock on a case-by-case basis,
incorporating the recommendation of an independent third party proxy research
firm (currently ISS) subject to review by the GPVSC as set forth in AM's Proxy
Policies and Procedures.

Additionally, AM supports proposals requiring shareholder approval of large
block issuances.

Rationale: Stock issuances must be reviewed in light of the business
circumstances leading to the request and the potential impact on shareholder
value.

F.       Recapitalization into a Single Class of Stock

AM policy is to vote "for" recapitalization plans to provide for a single class
of common stock, provided the terms are fair, with no class of stock being
unduly disadvantaged.

Rationale: Consolidation of multiple classes of stock is a business decision
that may be left to the board and/management if there is no adverse effect on
shareholders.

G.       Share Repurchases

AM policy is to vote "for" share repurchase plans provided all shareholders are
able to participate on equal terms.

Rationale: Buybacks are generally considered beneficial to shareholders because
they tend to increase returns to the remaining shareholders.

H.       Reductions in Par Value

AM policy is to vote "for" proposals to reduce par value, provided a legitimate
business purpose is stated (e.g., the reduction of corporate tax
responsibility.)

Rationale: Usually, adjustments to par value are a routine financial decision
with no substantial impact on shareholders.


III.     Corporate Governance Issues

A.       Confidential Voting

AM policy is to vote "for" proposals to provide for confidential voting and
independent tabulation of voting results and to vote "against" proposals to
repeal such provisions.

Rationale: Confidential voting protects the privacy rights of all shareholders.
This is particularly important for employee-shareholders or shareholders with
business or other affiliations with the company, who may be vulnerable to
coercion or retaliation when opposing management. Confidential voting does not
interfere with the ability of corporations to communicate with all shareholders,
nor does it prohibit shareholders from making their views known directly to
management.

B.       Cumulative Voting (For U.S. Securities)

AM policy is to vote "against" shareholder proposals requesting cumulative
voting and "for" management proposals to eliminate it. The protections afforded
shareholders by cumulative voting are not necessary when a company has a history
of good performance and does not have a concentrated ownership interest.
Accordingly, a vote is cast "against" cumulative voting and "for" proposals to
eliminate it if:

a)       The company has a five year return on investment greater than the
         relevant industry index,

b)       All directors and executive officers as a group beneficially own less
         than 10% of the outstanding stock, and

c)       No shareholder (or voting block) beneficially owns 15% or more of the
         company.

Thus, failure of any one of the three criteria results in a vote for cumulative
voting in accordance with the general policy.

Rationale: Cumulative voting is a tool that should be used to ensure that
holders of a significant number of shares may have board representation;
however, the presence of other safeguards may make their use unnecessary.

C.       Supermajority Voting Requirements

AM policy is to vote "against" management proposals to require a supermajority
vote to amend the charter or bylaws and to vote "for" shareholder proposals to
modify or rescind existing supermajority requirements.

*Exception made when company holds a controlling position and seeks to lower
threshold to maintain control and/or make changes to corporate by-laws.

Rationale: Supermajority voting provisions violate the democratic principle that
a simple majority should carry the vote. Setting supermajority requirements may
make it difficult or impossible for shareholders to remove egregious by-law or
charter provisions. Occasionally, a company with a significant insider held
position might attempt to lower a supermajority threshold to make it easier for
management to approve provisions that may be detrimental to shareholders. In
that case, it may not be in the shareholders interests to lower the
supermajority provision.

D.       Shareholder Right to Vote

AM policy is to vote "against" proposals that restrict the right of shareholders
to call special meetings, amend the bylaws, or act by written consent. Policy is
to vote "for" proposals that remove such restrictions.

Rationale: Any reasonable means whereby shareholders can make their views known
to management or effect the governance process should be supported.


IV.      Compensation

Annual Incentive Plans or Bonus Plans are often submitted to shareholders for
approval. These plans typically award cash to executives based on company
performance. Deutsche Bank believes that the responsibility for executive
compensation decisions rest with the board of directors and/or the compensation
committee, and its policy is not to second-guess the board's award of cash
compensation amounts to executives unless a particular award or series of awards
is deemed excessive. If stock options are awarded as part of these bonus or
incentive plans, the provisions must meet Deutsche Bank's criteria regarding
stock option plans, or similar stock-based incentive compensation schemes, as
set forth below.

A.       Establishment of a Remuneration Committee (For FFT Securities)

AM policy is to vote "for" proposals that require the establishment of a
remuneration committee.

Rationale: Corporations should disclose in each annual report or proxy statement
their policies on remuneration. Essential details regarding executive
remuneration including share options, long-term incentive plans and bonuses,
should be disclosed in the annual report, so that investors can judge whether
corporate pay policies and practices meet the standard.

The remuneration committee shall not comprise any board members and should be
sensitive to the wider scene on executive pay. It should ensure that
performance-based elements of executive pay are designed to align the interests
of shareholders.

B.       Executive and Director Stock Option Plans

AM policy is to vote "for" stock option plans that meet the following criteria:

(1)      The resulting dilution of existing shares is less than (a) 15 percent
         of outstanding shares for large capital corporations or (b) 20 percent
         of outstanding shares for small-mid capital companies (companies having
         a market capitalization under one billion U.S. dollars.)

(2)      The transfer of equity resulting from granting options at less than FMV
         is no greater than 3% of the over-all market capitalization of large
         capital corporations, or 5% of market cap for small-mid capital
         companies.

(3)      The plan does not contain express repricing provisions and, in the
         absence of an express statement that options will not be repriced; the
         company does not have a history of repricing options.

(4)      The plan does not grant options on super-voting stock.

AM will support performance-based option proposals as long as a) they do not
mandate that all options granted by the company must be performance based, and
b) only certain high-level executives are subject to receive the performance
based options.

AM will support proposals to eliminate the payment of outside director pensions.

Rationale: Determining the cost to the company and to shareholders of
stock-based incentive plans raises significant issues not encountered with
cash-based compensation plans. These include the potential dilution of existing
shareholders' voting power, the transfer of equity out of the company resulting
from the grant and execution of options at less than FMV and the authority to
reprice or replace underwater options. Our stock option plan analysis model
seeks to allow reasonable levels of flexibility for a company yet still protect
shareholders from the negative impact of excessive stock compensation.
Acknowledging that small mid-capital corporations often rely more heavily on
stock option plans as their main source of executive compensation and may not be
able to compete with their large capital competitors with cash compensation, we
provide slightly more flexibility for those companies.

C.       Employee Stock Option/Purchase Plans

AM policy is to vote for employee stock purchase plans (ESPP's) when the plan
complies with Internal Revenue Code 423, allowing non-management employees to
purchase stock at 85% of FMV.

AM policy is to vote "for" employee stock option plans (ESOPs) provided they
meet the standards for stock option plans in general. However, when computing
dilution and transfer of equity, ESOPs are considered independently from
executive and director option plans.

Rationale: ESOPs and ESPP's encourage rank-and-file employees to acquire an
ownership stake in the companies they work for and have been shown to promote
employee loyalty and improve productivity.

D.       Golden Parachutes

AM policy is to vote "for" proposals to require shareholder approval of golden
parachutes and for proposals that would limit golden parachutes to no more than
three times base compensation. Policy is to vote "against" more restrictive
shareholder proposals to limit golden parachutes.

Rationale: In setting a reasonable limitation, AM considers that an effective
parachute should be less attractive than continued employment and that the IRS
has opined that amounts greater than three times annual salary, are excessive.

E.       Proposals to Limit Benefits or Executive Compensation

AM policy is to vote "against"

1.   Proposals to limit benefits, pensions or compensation and

2.   Proposals that request or require disclosure of executive compensation
     greater than the disclosure required by Securities and Exchange Commission
     (SEC) regulations.

Rationale: Levels of compensation and benefits are generally considered to be
day-to-day operations of the company, and are best left unrestricted by
arbitrary limitations proposed by shareholders.

F.       Option Expensing

AM policy is to support proposals requesting companies to expense stock options.

Rationale: Although companies can choose to expense options voluntarily, the
Financial Accounting Standards Board (FASB) does not yet require it, instead
allowing companies to disclose the theoretical value of options as a footnote.
Because the expensing of stock options lowers earnings, most companies elect not
to do so. Given the fact that options have become an integral component of
compensation and their exercise results in a transfer of shareholder value, AM
agrees that their value should not be ignored and treated as "no cost"
compensation. The expensing of stock options would promote more modest and
appropriate use of stock options in executive compensation plans and present a
more accurate picture of company operational earnings.

G.        Management board election and motion (For FFT Securities)

AM policy is to vote "against":

o        the election of board members with positions on either remuneration or
         audit committees;

o        the election of supervisory board members with too many supervisory
         board mandates;

o        "automatic" election of former board members into the supervisory
         board.

Rationale: Management as an entity, and each of its members, are responsible for
all actions of the company, and are - subject to applicable laws and regulations
- accountable to the shareholders as a whole for their actions.

Sufficient information should be disclosed in the annual company report and
account to allow shareholders to judge the success of the company.

H.       Remuneration (variable pay): (For FFT Securities)

Executive remuneration for Management Board

AM policy is to vote "for" remuneration for Management Board that is transparent
and linked to results.

Rationale: Executive compensation should motivate management and align the
interests of management with the shareholders. The focus should be on criteria
that prevent excessive remuneration; but enable the company to hire and retain
first-class professionals.

Shareholder interests are normally best served when management is remunerated to
optimise long-term returns. Criteria should include suitable measurements like
return on capital employed or economic value added.

Interests should generally also be correctly aligned when management own shares
in the company - even more so if these shares represent a substantial portion of
their own wealth.

Its disclosure shall differentiate between fixed pay, variable (performance
related) pay and long-term incentives, including stock option plans with
valuation ranges as well as pension and any other significant arrangements.

Executive remuneration for Supervisory Board

AM policy is to vote "for" remuneration for Supervisory Board that is at least
50% in fixed form.

Rationale: It would normally be preferable if performance linked compensation
were not based on dividend payments, but linked to suitable result based
parameters. Consulting and procurement services should also be published in the
company report.

I.       Long-term incentive plans (For FFT Securities)

AM policy is to vote "for" long-term incentive plans for members of a management
board that reward for above average company performance.

Rationale: Incentive plans will normally be supported if they:

o        directly align the interests of members of management boards with those
         of shareholders;

o        establish challenging performance criteria to reward only above average
         performance;

o        measure performance by total shareholder return in relation to the
         market or a range of comparable companies;

o        are long-term in nature and encourage long-term ownership of the shares
         once exercised through minimum holding periods;

o        do not allow a repricing of the exercise price in stock option plans.

J.       Shareholder Proposals Concerning "Pay for Superior Performance"

AM policy is to address pay for superior performance proposals on a case-by-case
basis, incorporating the recommendation of an independent third party proxy
research firm (currently ISS) subject to review by the GPVSC as set forth in
AM's Proxy Policies and Procedures.

Rationale: While AM agrees that compensation issues are better left to the
discretion of management, they appreciate the need to monitor for excessive
compensation practices on a case by case basis. If, after a review of the ISS
metrics, AM is comfortable with ISS's applying this calculation and will vote
according to their recommendation.

K.       Executive Compensation Advisory

AM policy is to follow management's recommended vote on shareholder proposals to
propose an advisory resolution seeking to ratify the compensation of the
company's named executive officers (NEOs) on an annual basis.

Rationale: AM believes that controls exist within senior management and
corporate compensation committees, ensuring fair compensation to executives.
This might allow shareholders to require approval for all levels of management's
compensation.

V.       Anti-Takeover Related Issues

A.       Shareholder Rights Plans ("Poison Pills")

AM policy is to vote "for" proposals to require shareholder ratification of
poison pills or that request boards to redeem poison pills, and to vote
"against" the adoption of poison pills if they are submitted for shareholder
ratification.

Rationale: Poison pills are the most prevalent form of corporate takeover
defenses and can be (and usually are) adopted without shareholder review or
consent. The potential cost of poison pills to shareholders during an attempted
takeover outweighs the benefits.

B.       Reincorporation

AM policy is to examine reincorporation proposals on a case-by-case basis. The
voting decision is based on: (1) differences in state law between the existing
state of incorporation and the proposed state of incorporation; and (2)
differences between the existing and the proposed charter/bylaws/articles of
incorporation and their effect on shareholder rights. If changes resulting from
the proposed reincorporation violate the corporate governance principles set
forth in these guidelines, the reincorporation will be deemed contrary to
shareholder's interests and a vote cast "against."

Rationale: Reincorporations can be properly analyzed only by looking at the
advantages and disadvantages to their shareholders. Care must be taken that
anti-takeover protection is not the sole or primary result of a proposed change.

C.       Fair-Price Proposals

AM policy is to vote "for" management fair-price proposals, provided that: (1)
the proposal applies only to two-tier offers; (2) the proposal sets an objective
fair-price test based on the highest price that the acquirer has paid for a
company's shares; (3) the supermajority requirement for bids that fail the
fair-price test is no higher than two-thirds of the outstanding shares; (4) the
proposal contains no other anti-takeover provisions or provisions that restrict
shareholders rights.

A vote is cast for shareholder proposals that would modify or repeal existing
fair-price requirements that do not meet these standards.

Rationale: While fair price provisions may be used as anti-takeover devices, if
adequate provisions are included, they provide some protection to shareholders
who have some say in their application and the ability to reject those
protections if desired.

D.       Exemption from state takeover laws

AM policy is to vote "for" shareholder proposals to opt out of state takeover
laws and to vote "against" management proposals requesting to opt out of state
takeover laws.

Rationale: Control share statutes, enacted at the state level, may harm
long-term share value by entrenching management. They also unfairly deny certain
shares their inherent voting rights.

E.       Non-financial Effects of Takeover Bids

Policy is to vote "against" shareholder proposals to require consideration of
non-financial effects of merger or acquisition proposals.

Rationale: Non-financial effects may often be subjective and are secondary to
AM's stated purpose of acting in its client's best economic interest.


VI.      Mergers & Acquisitions

Evaluation of mergers, acquisitions and other special corporate transactions
(i.e., takeovers, spin-offs, sales of assets, reorganizations, restructurings
and recapitalizations) are performed on a case-by-case basis incorporating
information from an independent proxy research source (currently ISS.)
Additional resources including portfolio management and research analysts may be
considered as set forth in AM's Policies and Procedures.


VII.     Social, Environmental & Political Issues

Social and environmental issues are becoming increasingly important to corporate
success. We incorporate social and environmental considerations into both our
investment decisions and our proxy voting decisions - particularly if the
financial performance of the company could be impacted.

With increasing frequency, shareholder proposals are submitted relating to
social and political responsibility issues. Almost universally, the company
management will recommend a vote "against" these proposals. These types of
proposals cover an extremely wide range of issues. Many of the issues tend to be
controversial and are subject to more than one reasonable, yet opposing, theory
of support. More so than with other types of proxy proposals, social and
political responsibility issues may not have a connection to the economic and
corporate governance principles effecting shareholders' interests. AM's policy
regarding social and political responsibility issues, as with any other issue,
is designed to protect our client shareholders' economic interests.

Occasionally, a distinction is made between a shareholder proposal requesting
direct action on behalf of the board and a request for a report on (or
disclosure of) some information. In order to avoid unduly burdening any company
with reporting requirements, AM's policy is to vote against shareholder
proposals that demand additional disclosure or reporting than is required by the
Securities and Exchange Commission unless it appears there is a legitimate issue
and the company has not adequately addressed shareholders' concerns.

A.       Labor & Human Rights

AM policy is to vote "against" adopting global codes of conduct or workplace
standards exceeding those mandated by law.

Rationale: Additional requirements beyond those mandated by law are deemed
unnecessary and potentially burdensome to companies

B.       Diversity & Equality

1.       AM policy is to vote "against" shareholder proposals to force equal
         employment opportunity, affirmative action or board diversity.

Rationale: Compliance with State and Federal legislation along with information
made available through filings with the EEOC provides sufficient assurance that
companies act responsibly and make information public.

2.       AM policy is also to vote "against" proposals to adopt the Mac Bride
         Principles. The Mac Bride Principles promote fair employment,
         specifically regarding religious discrimination.

Rationale: Compliance with the Fair Employment Act of 1989 makes adoption of the
Mac Bride Principles redundant. Their adoption could potentially lead to charges
of reverse discrimination.

C.       Health & Safety

1.       AM policy is to vote "against" adopting a pharmaceutical price
         restraint policy or reporting pricing policy changes.

Rationale: Pricing is an integral part of business for pharmaceutical companies
and should not be dictated by shareholders (particularly pursuant to an
arbitrary formula.) Disclosing pricing policies may also jeopardize a company's
competitive position in the marketplace.

2.       AM policy is to vote "against" shareholder proposals to control the use
         or labeling of and reporting on genetically engineered products.

Rationale: Additional requirements beyond those mandated by law are deemed
unnecessary and potentially burdensome to companies.

D.       Government/Military

1.       AM policy is to vote against shareholder proposals regarding the
         production or sale of military arms or nuclear or space-based weapons,
         including proposals seeking to dictate a company's interaction with a
         particular foreign country or agency.

Rationale: Generally, management is in a better position to determine what
products or industries a company can and should participate in. Regulation of
the production or distribution of military supplies is, or should be, a matter
of government policy.

2.       AM policy is to vote "against" shareholder proposals regarding
         political contributions and donations.

Rationale: The Board of Directors and Management, not shareholders, should
evaluate and determine the recipients of any contributions made by the company.

3.       AM policy is to vote "against" shareholder proposals regarding
         charitable contributions and donations.

Rationale: The Board of Directors and Management, not shareholders, should
evaluate and determine the recipients of any contributions made by the company.

E.       Tobacco

1.       AM policy is to vote "against" shareholder proposals requesting
         additional standards or reporting requirements for tobacco companies as
         well as "against" requesting companies to report on the intentional
         manipulation of nicotine content.

Rationale: Where a tobacco company's actions meet the requirements of legal and
industry standards, imposing additional burdens may detrimentally effect a
company's ability to compete. The disclosure of nicotine content information
could affect the company's rights in any pending or future litigation.

2.       Shareholder requests to spin-off or restructure tobacco businesses will
         be opposed.

Rationale: These decisions are more appropriately left to the Board and
management, and not to shareholder mandate.


VIII.    Environmental Issues

AM policy is to follow management's recommended vote on CERES Principles or
other similar environmental mandates (e.g., those relating to Greenhouse gas
emissions or the use of nuclear power).

Rationale: Environmental issues are extensively regulated by outside agencies
and compliance with additional requirements often involves significant cost to
companies.


IX.      Miscellaneous Items

A.       Ratification of Auditors

AM policy is to vote "for" a) the management recommended selection of auditors
and b) proposals to require shareholder approval of auditors.

Rationale: Absent evidence that auditors have not performed their duties
adequately, support for management's nomination is warranted.

B.       Limitation of non-audit services provided by independent auditor

AM policy is to support proposals limiting non-audit fees to 50% of the
aggregate annual fees earned by the firm retained as a company's independent
auditor.

Rationale: In the wake of financial reporting problems and alleged audit
failures at a number of companies, AM supports the general principle that
companies should retain separate firms for audit and consulting services to
avoid potential conflicts of interest. However, given the protections afforded
by the recently enacted Sarbanes-Oxley Act of 2002 (which requires Audit
Committee pre-approval for non-audit services and prohibits auditors from
providing specific types of services), and the fact that some non-audit services
are legitimate audit-related services, complete separation of audit and
consulting fees may not be warranted. A reasonable limitation is appropriate to
help ensure auditor independence and it is reasonable to expect that audit fees
exceed non-audit fees.

C.       Audit firm rotation

AM policy is to support proposals seeking audit firm rotation unless the
rotation period sought is less than five years.

Rationale: While the Sarbanes-Oxley Act mandates that the lead audit partner be
switched every five years, AM believes that rotation of the actual audit firm
would provide an even stronger system of checks and balances on the audit
function.

D.       Transaction of Other Business

AM policy is to vote against "transaction of other business" proposals.

Rationale: This is a routine item to allow shareholders to raise other issues
and discuss them at the meeting. As the nature of these issues may not be
disclosed prior to the meeting, we recommend a vote against these proposals.
This protects shareholders voting by proxy (and not physically present at a
meeting) from having action taken at the meeting that they did not receive
proper notification of or sufficient opportunity to consider.

E.       Motions to Adjourn the Meeting

AM Policy is to vote against proposals to adjourn the meeting.

Rationale: Management may seek authority to adjourn the meeting if a favorable
outcome is not secured. Shareholders should already have had enough information
to make a decision. Once votes have been cast, there is no justification for
management to continue spending time and money to press shareholders for
support.

F.       Bundled Proposals

AM policy is to vote against bundled proposals if any bundled issue would
require a vote against it if proposed individually.

Rationale: Shareholders should not be forced to "take the good with the bad" in
cases where the proposals could reasonably have been submitted separately.

G.       Change of Company Name

AM policy is to support management on proposals to change the company name.

Rationale: This is generally considered a business decision for a company.

H.       Proposals Related to the Annual Meeting

AM Policy is to vote in favor of management for proposals related to the conduct
of the annual meeting (meeting time, place, etc.)

Rationale: These are considered routine administrative proposals.

I.       Reimbursement of Expenses Incurred from Candidate Nomination

AM policy is to follow management's recommended vote on shareholder proposals
related to the amending of company bylaws to provide for the reimbursement of
reasonable expenses incurred in connection with nominating one or more
candidates in a contested election of directors to the corporation's board of
directors.

Rationale: Corporations should not be liable for costs associated with
shareholder proposals for directors.

J.       Investment Company Proxies

Proxies solicited by investment companies are voted in accordance with the
recommendations of an independent third party, currently ISS. However, regarding
investment companies for which AM or an affiliate serves as investment adviser
or principal underwriter, such proxies are voted in the same proportion as the
vote of all other shareholders. Proxies solicited by master funds from feeder
funds will be voted in accordance with applicable provisions of Section 12 of
the Investment Company Act of 1940.

Investment companies, particularly closed-end investment companies, are
different from traditional operating companies. These differences may call for
differences in voting positions on the same matter. For example, AM could vote
"for" staggered boards of closed-end investment companies, although AM generally
votes "against" staggered boards for operating companies. Further, the manner in
which AM votes investment company proxies may differ from proposals for which a
AM-advised investment company solicits proxies from its shareholders. As
reflected in the Guidelines, proxies solicited by closed-end (and open-end)
investment companies are voted in accordance with the pre-determined guidelines
of an independent third-party.

Subject to participation agreements with certain Exchange Traded Funds ("ETF")
issuers that have received exemptive orders from the U.S. Securities and
Exchange Commission allowing investing DWS funds to exceed the limits set forth
in Section 12(d)(1)(A) and (B) of the Investment Company Act of 1940, DeAM will
echo vote proxies for ETFs in which Deutsche Bank holds more than 25% of
outstanding voting shares globally when required to do so by participation
agreements and SEC orders.

Note: With respect to the QP Trust (not registered under the Investment Company
Act of 1940), the Fund is not required to engage in echo voting and the
investment adviser will use these Guidelines, and may determine, with respect to
the QP Trust, to vote contrary to the positions in the Guidelines, consistent
with the Fund's best interest.


K.       International Proxy Voting

The above guidelines pertain to issuers organized in the United States, Canada
and Germany. Proxies solicited by other issuers are voted in accordance with
international guidelines or the recommendation of ISS and in accordance with
applicable law and regulation.

                      APPENDIX B -- RATINGS OF INVESTMENTS

                            COMMERCIAL PAPER RATINGS

A-1, A-2, Prime-1, Prime-2 and F1, F2

The ratings A-1 and A-2 are the two highest commercial paper ratings assigned by
Standard & Poor's. A short-term obligation rated 'A-1' is rated in the highest
category by Standard & Poor's. The obligor's 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 short-term obligation rated 'A-2' is 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.

The ratings Prime-1 and Prime-2 are the two highest commercial paper ratings
assigned by Moody's Investors Service, Inc. Among the factors considered by them
in assigning ratings are the following: (1) evaluation of the management of the
issuer; (2) economic evaluation of the issuer's industry or industries and an
appraisal of speculative-type risks which may be inherent in certain areas; (3)
evaluation of the issuer's products in relation to competition and customer
acceptance; (4) liquidity; (5) amount and quality of long-term debt; (6) trend
of earnings over a period of ten years; (7) financial strength of a parent
company and the relationships which exist with the issuer; and (8) recognition
by the management of obligations which may be present or may arise as a result
of public interest questions and preparations to meet such obligations. Relative
strength or weakness of the above factors determines whether the issuer's
commercial paper is rated Prime-1 or Prime-2..

The ratings F1 and F2 are the two highest commercial paper ratings assigned by
Fitch Ratings. F1 reflects highest credit quality. F1 indicates the strongest
capacity for timely payment of financial commitments; and may have an added "+"
to denote any exceptionally strong credit feature. F2 reflects good credit
quality. F2 has a satisfactory capacity for timely payment of financial
commitments, but the margin of safety is not as great as in the case of higher
ratings.

MIG-1 and MIG-2 Municipal Notes

Moody's Investors Service, Inc.'s ratings for state and municipal notes and
other short-term loans will be designated Moody's Investment Grade (MIG). This
distinction is in recognition of the differences between short-term credit risk
and long-term risk. Factors affecting the liquidity of the borrower are
uppermost in importance in short-term borrowing, while various factors of the
first importance in bond risk are of lesser importance in the short run. Loans
designated MIG-1 are of 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. Loans designated
MIG-2 are of high quality, with margins of protection ample although not so
large as in the preceding group.

STANDARD & POOR'S BOND RATINGS

AAA. This is the highest rating assigned to a debt obligation and indicates an
extremely strong capacity to pay principal and interest.

AA. Bonds rated AA also qualify as high-quality debt obligations. Capacity to
pay principal and interest is very strong, and in the majority of instances they
differ from AAA issues only in small degree.

MOODY'S INVESTORS SERVICE, INC. BOND RATINGS

Aaa. Bonds which are 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.



<PAGE>

                               CASH ACCOUNT TRUST

                             Money Market Portfolio
                    Government & Agency Securities Portfolio
                              Tax-Exempt Portfolio


                                 Service Shares





                       STATEMENT OF ADDITIONAL INFORMATION


                                 August 1, 2009

This combined Statement of Additional Information ("SAI") is not a prospectus
and should be read in conjunction with the combined prospectus for the Service
Shares of the Portfolios (as defined herein) noted above, dated August 1, 2009,
as amended from time to time, a copy of which may be obtained without charge by
calling (800) 231-8568, through the DWS Investments Web site at
www.dws-investments.com or from the firm from which this SAI was obtained and
are available along with other materials on the Securities and Exchange
Commission's Internet Web site (http://www.sec.gov).

Portion's of the Annual Report to Shareholders of Service Shares of the
Portfolios, dated April 30, 2009, are incorporated by reference and hereby
deemed to be a part of this SAI. A copy of the Annual Report may be obtained
free of charge by calling (800) 231-8568.

This SAI is incorporated by reference into the combined prospectus.



                                TABLE OF CONTENTS

                                                                            Page
                                                                            ----

INVESTMENT RESTRICTIONS........................................................2

INVESTMENT POLICIES AND TECHNIQUES.............................................4
   Investment Techniques.......................................................4
   Portfolio Holdings.........................................................17

MANAGEMENT OF THE PORTFOLIOS..................................................18
   Investment Advisor.........................................................18

PORTFOLIO SERVICE PROVIDERS...................................................25
   Administrator..............................................................25
   Distributor................................................................26
   Custodian..................................................................27
   Transfer Agent.............................................................27
   Legal Counsel..............................................................29
   Independent Registered Public Accounting Firm..............................29
   Fund Accounting Agent......................................................29

PORTFOLIO TRANSACTIONS........................................................29

PURCHASE AND REDEMPTION OF SHARES.............................................32

DIVIDENDS.....................................................................46

TAXES.........................................................................47

NET ASSET VALUE...............................................................49

BOARD MEMBERS AND OFFICERS....................................................50

TRUST ORGANIZATION............................................................74

PROXY VOTING GUIDELINES.......................................................75

FINANCIAL STATEMENTS..........................................................75

ADDITIONAL INFORMATION........................................................76

APPENDIX A -- PROXY VOTING GUIDELINES.........................................77

APPENDIX B -- RATINGS OF INVESTMENTS.........................................102



This combined SAI contains information about the Service Shares of the Money
Market Portfolio, Government & Agency Securities Portfolio and Tax-Exempt
Portfolio (each a "Portfolio," collectively the "Portfolios") offered by Cash
Account Trust (the "Trust").

                             INVESTMENT RESTRICTIONS

Each Portfolio has elected to be classified as a diversified series of an
open-end investment management company. A diversified Portfolio may not, with
respect to 75% of total assets, invest more than 5% of total assets in the
securities of a single issuer (other than US government securities or securities
of investment companies) or invest in more than 10% of the outstanding voting
securities of such issuer.

Money Market Portfolio only:

The Money Market Portfolio has adopted certain investment restrictions which,
together with the investment objectives and policies of Money Market Portfolio
(except for policies of Money Market Portfolio designated as nonfundamental),
may not be changed for the Portfolio without the approval of a majority of its
outstanding voting securities which, under the Investment Company Act of 1940,
as amended (the "1940 Act") and the rules thereunder and as used in this
combined SAI, means the lesser of (1) 67% or more of the voting securities of
the Portfolio present at such meeting, if holders of more than 50% of the
outstanding voting securities of the Portfolio are present or represented by
proxy, or (2) more than 50% of the outstanding voting securities of the
Portfolio.

The Money Market Portfolio is a diversified series of Cash Account Trust, an
open-end management investment company.

The Money Market Portfolio may not:

(1)      Purchase securities of any issuer (other than obligations of, or
         guaranteed by, the United States Government, its agencies or
         instrumentalities) if, as a result, more than 5% of the value of the
         Portfolio's assets would be invested in securities of that issuer.

(2)      Purchase more than 10% of any class of securities of any issuer. All
         debt securities and all preferred stocks are each considered as one
         class.

(3)      Make loans to others (except through the purchase of debt obligations
         or repurchase agreements in accordance with its investment objective
         and policies).

(4)      Borrow money except as a temporary measure for extraordinary or
         emergency purposes and then only in an amount up to one-third of the
         value of its total assets, in order to meet redemption requests without
         immediately selling any money market instruments (any such borrowings
         under this section will not be collateralized). If, for any reason, the
         current value of the Portfolio's total assets falls below an amount
         equal to three times the amount of its indebtedness from money
         borrowed, the Portfolio will, within three days (not including Sundays
         and holidays), reduce its indebtedness to the extent necessary. The
         Portfolio will not borrow for leverage purposes.

(5)      Make short sales of securities, or purchase any securities on margin
         except to obtain such short-term credits as may be necessary for the
         clearance of transactions.

(6)      Write, purchase or sell puts, calls or combinations thereof.

(7)      Purchase or retain the securities of any issuer if any of the officers
         or trustees of the Trust or its investment advisor owns beneficially
         more than 1/2 of 1% of the securities of such issuer and together own
         more than 5% of the securities of such issuer.

(8)      Invest for the purpose of exercising control or management of another
         issuer.

(9)      Invest in commodities or commodity futures contracts or in real estate
         (or real estate limited partnerships), although it may invest in
         securities which are secured by real estate and securities of issuers
         which invest or deal in real estate.

(10)     Invest in interests in oil, gas or other mineral exploration or
         development programs or leases, although it may invest in the
         securities of issuers which invest in or sponsor such programs.

(11)     Underwrite securities issued by others except to the extent the
         Portfolio may be deemed to be an underwriter, under the federal
         securities laws, in connection with the disposition of portfolio
         securities.

(12)     Issue senior securities as defined in the 1940 Act.

Additionally, the Money Market Portfolio may not:

(13)     Concentrate 25% or more of the value of the Portfolio's assets in any
         one industry; provided, however, that (a) the Portfolio reserves
         freedom of action to invest up to 100% of its assets in obligations of,
         or guaranteed by, the United States Government, its agencies or
         instrumentalities in accordance with its investment objective and
         policies and (b) the Portfolio will invest at least 25% of its assets
         in obligations issued by banks in accordance with its investment
         objective and policies. However, the Portfolio may, in the discretion
         of its investment advisor, invest less than 25% of its assets in
         obligations issued by banks whenever the Portfolio assumes a temporary
         defensive posture.

With regard to restriction #13, for purposes of determining the concentration of
the Portfolio's total assets, financial institutions include companies within
the financial services industry. The Advisor deems the financial services
industry to include the group of industries within the financial services
sector. The Advisor may analyze the characteristics of a particular issuer and
security and assign an industry or sector classification consistent with those
characteristics in the event that the third party classification provider used
by the Advisor does not assign a classification. In addition, asset backed
securities will be classified separately, based on standard classification used
by rating agencies. Currently, the following classifications are used:
securities arbitrage programs, multi-seller programs, single-dweller programs,
loan backed programs, hybrid programs and special investment vehicles.


Government & Agency Securities Portfolio and Tax-Exempt Portfolio only:

The following fundamental policies may not be changed without the approval of a
majority of the outstanding voting securities of a Portfolio which, under 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 a Portfolio are present or
represented by proxy, or (2) more than 50% of the outstanding voting securities
of a Portfolio.

Except as otherwise indicated, a Portfolio's investment objective and policies
are not fundamental and may be changed without a vote of shareholders. There can
be no assurance that a Portfolio's objective will be met.

Government & Agency Securities Portfolio and Tax-Exempt Portfolio, each a series
of Cash Account Trust, an open-end investment management company, have each
elected to be treated as diversified, as that term is used in the 1940 Act, and
as interpreted or modified by regulatory authority having jurisdiction from time
to time.

As a matter of fundamental policy, a Portfolio may not:

(1)      Borrow money, except as permitted under the 1940 Act, as amended, 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, as
         amended, 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 a Portfolio may be 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 deal in real estate or mortgages or investments secured
         by real estate or interests therein, except that a Portfolio reserves
         freedom of action to hold and to sell real estate acquired as a result
         of a Portfolio's ownership of securities.

(5)      Purchase or sell commodities, except as permitted by the 1940 Act, as
         amended, and as interpreted or modified by regulatory authority having
         jurisdiction, from time to time.

(6)      Make loans except as permitted under the 1940 Act, as amended, and as
         interpreted or modified by regulatory authority having jurisdiction,
         from time to time; or


(7)      Concentrate its investments in a particular industry (excluding U.S.
         Government obligations for Tax-Exempt Portfolio), as that term is used
         in the 1940 Act, as amended, and as interpreted or modified by
         regulatory authority having jurisdiction, from time to time.

Tax-Exempt Portfolio, as a nonfundamental policy that may be changed without
shareholder vote, individually may not: Purchase securities of other investment
companies, except in connection with a merger, consolidation, reorganization or
acquisition of assets. In addition, the Tax-Exempt Portfolio may invest more
than 25% of its total assets in industrial development bonds.

Money Market Portfolio and Government & Agency Securities Portfolio, as a
nonfundamental policy that may be changed without shareholder vote, may not:

(i) invest more than 10% of total assets in non-affiliated registered investment
companies.

The Portfolios will not purchase illiquid securities, including time deposits
and repurchase agreements maturing in more than seven days if, as a result
thereof, more than 10% of a Portfolio's net assets valued at the time of the
transaction would be invested in such securities.

Any investment restrictions herein which involve a maximum percentage of
securities or assets shall not be considered to be violated unless an excess
over the percentage occurs immediately after and is caused by an acquisition or
encumbrance of securities or assets of, or borrowings by a Portfolio.

                       INVESTMENT POLICIES AND TECHNIQUES

Investment Techniques

Descriptions in this SAI of a particular investment practice or technique in
which a Portfolio may engage are meant to describe the spectrum of investments
that Deutsche Investment Management Americas Inc. ("DIMA" or the "Advisor") in
its discretion might, but is not required to, use in managing a Portfolio's
portfolio assets. The Advisor may in its discretion at any time employ such
practice, technique or instrument for one or more Portfolio but not for all
funds advised by it. Furthermore, it is possible that certain types of financial
instruments or investment techniques described herein may not be available,
permissible, economically feasible or effective for their intended purposes in
all markets. Certain practices, techniques or instruments may not be principal
activities of a Portfolio, but, to the extent employed, could from time to time
have a material impact on a Portfolio's performance.

The Portfolios described in this SAI seek to provide maximum current income (and
for Tax-Exempt Portfolio, that is exempt from federal income taxes) consistent
with stability of capital. Each Portfolio is managed to maintain a net asset
value of $1.00 per share.

Each Portfolio is a money market mutual fund designed to provide its
shareholders with professional management of short-term investment dollars. Each
Portfolio is designed for investors who seek maximum current income consistent
with stability of capital. Each Portfolio pools individual and institutional
investors' money that it uses to buy high quality money market instruments. The
Trust is a series investment company that is able to provide investors with a
choice of separate investment portfolios. The Trust currently offers three
investment portfolios: the Money Market Portfolio, the Government & Agency
Securities Portfolio and the Tax-Exempt Portfolio. A Portfolio's investments are
subject to price fluctuations resulting from rising or declining interest rates
and are subject to the ability of the issuers of such investments to make
payment at maturity. Thus, each Portfolio is designed for investors who want to
avoid the fluctuations of principal commonly associated with equity or long-term
bond investments. There can be no guarantee that a Portfolio will achieve its
investment objective or that it will maintain a net asset value of $1.00 per
share.

Money Market Portfolio. The Portfolio seeks maximum current income consistent
with stability of capital. The Portfolio pursues its investment objective by
normally investing primarily in the following types of US Dollar-denominated
money market instruments that mature in 12 months or less:

1.       Obligations of, or guaranteed by, the US or Canadian governments, their
         agencies or instrumentalities.

2.       Bank certificates of deposit, time deposits or bankers' acceptances of
         US banks (including their foreign branches) and Canadian chartered
         banks having total assets in excess of $1 billion.

3.       Bank certificates of deposit, time deposits or bankers' acceptances of
         foreign banks (including their US and foreign branches) having total
         assets in excess of $10 billion.

4.       Commercial paper, notes, bonds, debentures, participation certificates
         or other debt obligations that (i) are rated high quality by Moody's
         Investors Service, Inc. ("Moody's"), Standard & Poor's Corporation
         ("S&P"), or Fitch Investors Services, Inc. ("Fitch"); or (ii) if
         unrated, are determined to be at least equal in quality to one or more
         of the above ratings in the discretion of DIMA.

5.       Repurchase agreements of obligations that are suitable for investment
         under the categories are set forth above. Repurchase agreements are
         discussed below.

In addition, the Portfolio limits its investments to securities that meet the
quality and diversification requirements of Rule 2a-7 under the 1940 Act.

The Portfolio will normally invest at least 25% of its total assets in
obligations issued by banks; provided, however, the Portfolio may in the
discretion of the Portfolio's Advisor temporarily invest less than 25% of its
assets in such obligations whenever the Portfolio assumes a defensive posture.
Investments by the Portfolio in Eurodollar certificates of deposit issued by
London branches of US banks, or obligations issued by foreign entities,
including US branches of foreign banks, involve risks that are different from
investments in securities of domestic branches of US banks. These risks may
include future unfavorable political and economic developments, possible
withholding taxes on interest payments, seizure of foreign deposits, currency
controls, interest limitations or other governmental restrictions that might
affect payment of principal or interest. The market for such obligations may be
less liquid and, at times, more volatile than for securities of domestic
branches of US banks. Additionally, there may be less public information
available about foreign banks and their branches. The profitability of the
banking industry is dependent largely upon the availability and cost of funds
for the purpose of financing lending operations under prevailing money market
conditions. General economic conditions as well as exposure to credit losses
arising from possible financial difficulties of borrowers play an important part
in banking operations. As a result of federal and state laws and regulations,
domestic banks are, among other things, required to maintain specified levels of
reserves, limited in the amounts they can loan to a single borrower and subject
to other regulations designed to promote financial soundness. However, not all
such laws and regulations apply to the foreign branches of domestic banks.
Foreign branches of foreign banks are not regulated by US banking authorities,
and generally are not bound by accounting, auditing and financial reporting
standards comparable to US banks. Bank obligations held by the Portfolio do not
benefit materially from insurance from the Federal Deposit Insurance
Corporation.

The Portfolio may invest in high quality participation certificates
("Certificates") representing undivided interests in trusts that hold a
portfolio of receivables from consumer and commercial credit transactions, such
as transactions involving consumer revolving credit card accounts or commercial
revolving credit loan facilities. The receivables would include amounts charged
for goods and services, finance charges, late charges and other related fees and
charges. Interest payable on the Certificates may be fixed or may be adjusted
periodically or "float" continuously according to a formula based upon an
objective standard such as the 30-day commercial paper rate. A trust may have
the benefit of a letter of credit from a bank at a level established to satisfy
rating agencies as to the credit quality of the assets supporting the payment of
principal and interest on the Certificates. Payments of principal and interest
on the Certificates would be dependent upon the underlying receivables in the
trust and may be guaranteed under a letter of credit to the extent of such
credit. The quality rating by a rating service of an issue of Certificates is
based primarily upon the value of the receivables held by the trust and the
credit rating of the issuer of any letter of credit and of any other guarantor
providing credit support to the trust. The Advisor considers these factors as
well as others, such as any quality ratings issued by the rating services
identified above, in reviewing the credit risk presented by a certificate and in
determining whether the certificate is appropriate for investment by the
Portfolio. Collection of receivables in the trust may be affected by various
social, legal and economic factors affecting the use of credit and repayment
patterns, such as changes in consumer protection laws, the rate of inflation,
unemployment levels and relative interest rates. It is anticipated that for most
publicly offered Certificates there will be a liquid secondary market or there
may be demand features enabling the Portfolio to readily sell its Certificates
prior to maturity to the issuer or a third party. While the Portfolio may invest
without limit in Certificates, it is currently anticipated that such investments
will not exceed 25% of the Portfolio's assets.

Government & Agency Securities Portfolio. The Portfolio seeks to provide maximum
current income consistent with stability of capital. The Portfolio pursues its
objective by investing, under normal circumstances, in US Treasury bills, notes,
bonds and other obligations issued or guaranteed by the US government, its
agencies or instrumentalities and repurchase agreements backed by these
securities. The Portfolio currently intends to purchase securities whose
remaining maturities are no longer than 397 calendar days (approximately 13
months). Some securities issued by US Government agencies or instrumentalities
are supported only by the credit of the agency or instrumentality, such as those
issued by the Federal Home Loan Bank, and others are backed by the full faith
and credit of the US Government. Short-term US Government obligations generally
are considered to be the safest short-term investment. The US Government
guarantee of the securities owned by the Portfolio, however, does not guarantee
the net asset value of its shares, which the Portfolio seeks to maintain at
$1.00 per share. Also, with respect to securities supported only by the credit
of the issuing 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. Interest paid on
Treasuries is usually exempt from state and local income taxes, and for most
Portfolio shareholders the bulk of Portfolio distributions will be exempt from
these taxes as well (although not from federal income tax). The Portfolio may
invest up to 10% of its total assets in other money market mutual funds in
accordance with applicable regulations. The other money market funds in which
the Portfolio may invest will be non-affiliated funds; will be rated in the
highest category by a nationally recognized statistical rating organization;
will be determined by DIMA to have investment objectives and policies comparable
to those of the Portfolio; and will pursue their investment objectives through
investments in securities that are substantially similar to the securities in
which the Portfolio may invest. The shares of any such money market fund in
which the Portfolio may invest would not be guaranteed by the US government, its
agencies or instrumentalities.

Tax-Exempt Portfolio. Tax-Exempt Portfolio seeks to provide maximum current
income that is exempt from federal income taxes to the extent consistent with
stability of capital. The Portfolio pursues its investment objective primarily
through a professionally managed, diversified portfolio of short-term high
quality tax-exempt municipal obligations. Under normal circumstances, at least
80% of the Portfolio's net assets will, as a fundamental policy, be invested in
obligations issued by or on behalf of states, territories and possessions of the
United States and the District of Columbia and their political subdivisions,
agencies and instrumentalities ("Municipal Securities"), the income from which
is exempt from regular federal income tax and federal alternative minimum tax
("AMT"). In compliance with the position of the staff of the SEC, the Portfolio
does not consider certain "private activity" bonds (i.e., those subject to AMT)
to be Municipal Securities for purposes of the 80% limitation.

The Portfolio may purchase securities that provide for the right to resell them
to an issuer, bank or dealer at an agreed upon price or yield within a specified
period prior to the maturity date of such securities. Such a right to resell is
referred to as a "Standby Commitment." Securities may cost more with Standby
Commitments than without them. Standby Commitments will be entered into solely
to facilitate portfolio liquidity. A Standby Commitment may be exercised before
the maturity date of the related Municipal Security if the Portfolio's Advisor
revises its evaluation of the creditworthiness of the underlying security or of
the entity issuing the Standby Commitment. The Portfolio's policy is to enter
into Standby Commitments only with issuers, banks or dealers that are determined
by the Portfolio's Advisor to present minimal credit risks. If an issuer, bank
or dealer should default on its obligation to repurchase an underlying security,
the Portfolio might be unable to recover all or a portion of any loss sustained
from having to sell the security elsewhere.

The Portfolio may purchase and sell Municipal Securities on a when-issued or
delayed delivery basis. A when-issued or delayed delivery transaction arises
when securities are bought or sold for future payment and delivery to secure
what is considered to be an advantageous price and yield to the Portfolio at the
time it enters into the transaction. In determining the maturity of portfolio
securities purchased on a when-issued or delayed delivery basis, the Portfolio
will consider them to have been purchased on the date when it committed itself
to the purchase.

A security purchased on a when-issued basis, like all securities held by the
Portfolio, is subject to changes in market value based upon changes in the level
of interest rates and investors' perceptions of the creditworthiness of the
issuer. Generally such securities will appreciate in value when interest rates
decline and decrease in value when interest rates rise. Therefore if, in order
to achieve higher interest income, the Portfolio remains substantially fully
invested at the same time that it has purchased securities on a when-issued
basis, there will be a greater possibility that the market value of the
Portfolio's assets will vary from $1.00 per share because the value of a
when-issued security is subject to market fluctuation and no interest accrues to
the purchaser prior to settlement of the transaction.

The Portfolio will only make commitments to purchase Municipal Securities on a
when-issued or delayed delivery basis with the intention of actually acquiring
the securities, but the Portfolio reserves the right to sell these securities
before the settlement date if deemed advisable. The sale of these securities may
result in the realization of gains that are not exempt from federal income tax.

In seeking to achieve its investment objective, the Portfolio may invest all or
any part of its assets in Municipal Securities that are industrial development
bonds. Moreover, although the Portfolio does not currently intend to do so on a
regular basis, it may invest more than 25% of its assets in Municipal Securities
that are repayable out of revenue streams generated from economically related
projects or facilities, if such investment is deemed necessary or appropriate by
the Advisor. To the extent that the Portfolio's assets are concentrated in
Municipal Securities payable from revenues on economically related projects and
facilities, the Portfolio will be subject to the risks presented by such
projects to a greater extent than it would be if the Portfolio's assets were not
so concentrated.

Temporary Defensive Position. In response to adverse political, economic or
market events, Tax-Exempt Portfolio may adopt a temporary defensive position in
which it places more than 20% of the Portfolio's assets in high quality money
market investments that are subject to federal income tax. To the extent that
the Portfolio may do so, it may not meet its goal of a high level of current
federal income tax-exempt income.

It is possible that certain investment practices and techniques described below
may not be permissible for a Portfolio based on its investment restrictions, as
described herein and in the applicable prospectus of a Portfolio.

Bank and Savings and Loan Obligations. These obligations include negotiable
certificates of deposit, bankers' acceptances, deposit notes, fixed time
deposits or other short-term bank obligations. Certificates of deposit are
negotiable certificates evidencing the obligations of a bank to repay funds
deposited with it for a specified period of time. A Portfolio may invest in
certificates of deposit of large domestic banks and their foreign branches,
large US regulated subsidiaries of large foreign banks, and of smaller banks as
described below. Although a Portfolio recognizes that the size of a bank is
important, this fact alone is not necessarily indicative of its
creditworthiness. Investment in certificates of deposit issued by foreign
branches of domestic banks involves investment risks that are different in some
respects from those associated with investment in certificates of deposit issued
by domestic branches of domestic banks, including the possible imposition of
withholding taxes on interest income, the possible adoption of foreign
governmental restrictions which might adversely affect the payment of principal
and interest on such certificates of deposit, or other adverse political or
economic developments. In addition, it might be more difficult to obtain and
enforce a judgment against a foreign branch of a domestic bank.

A Portfolio may also invest in certificates of deposit issued by banks and
savings and loan institutions which had, at the time of their most recent annual
financial statements, total assets of less than $1 billion, provided that (i)
the principal amounts of such certificates of deposit are insured by an agency
of the US Government, (ii) at no time will a Portfolio hold more than $100,000
principal amount of certificates of deposit of any one such bank, and (iii) at
the time of acquisition, no more than 10% of a Portfolio's assets (taken at
current value) are invested in certificates of deposit of such banks having
total assets not in excess of $1 billion.

Banker's acceptances are credit instruments evidencing the obligations of a bank
to pay a draft drawn on it by a customer. These instruments reflect the
obligation both of the bank and of the drawer to pay the face amount of the
instrument upon maturity.

Time deposits are non-negotiable deposits maintained in a banking institution
for a specified period of time at a stated interest rate. Time deposits which
may be held by a Portfolio will not benefit from insurance from the Bank
Insurance Fund or the Savings Association Insurance Fund administered by the
Federal Deposit Insurance Corporation. Fixed time deposits may be withdrawn on
demand by the investor, but may be subject to early withdrawal penalties that
vary with market conditions and the remaining maturity of the obligation. Fixed
time deposits subject to withdrawal penalties maturing in more than seven
calendar days are subject to a Portfolio's limitation on investments in illiquid
securities.

Certificates of Participation (Tax-Exempt Portfolio only). A Portfolio may
purchase high quality Certificates of Participation in trusts that hold
Municipal Securities. A Certificate of Participation gives a Portfolio an
undivided interest in the Municipal Security in the proportion that a
Portfolio's interest bears to the total principal amount of the Municipal
Security. These Certificates of Participation may be variable rate or fixed
rate. A Certificate of Participation may be backed by an irrevocable letter of
credit or guarantee of a financial institution that satisfies rating agencies as
to the credit quality of the Municipal Security supporting the payment of
principal and interest on the Certificate of Participation. Payments of
principal and interest would be dependent upon the underlying Municipal Security
and may be guaranteed under a letter of credit to the extent of such credit. The
quality rating by a rating service of an issue of Certificates of Participation
is based primarily upon the rating of the Municipal Security held by the trust
and the credit rating of the issuer of any letter of credit and of any other
guarantor providing credit support to the issue. The Advisor considers these
factors as well as others, such as any quality ratings issued by the rating
services identified above, in reviewing the credit risk presented by a
Certificate of Participation and in determining whether the Certificate of
Participation is appropriate for investment by a Portfolio. It is anticipated by
each Portfolio's Advisor that, for most publicly offered Certificates of
Participation, there will be a liquid secondary market or there may be demand
features enabling a Portfolio to readily sell its Certificates of Participation
prior to maturity to the issuer or a third party. As to those instruments with
demand features, a Portfolio intends to exercise its right to demand payment
from the issuer of the demand feature only upon a default under the terms of the
Municipal Security, as needed to provide liquidity to meet redemptions, or to
maintain a high quality investment portfolio.

Funding Agreements (Money Market Portfolio only). Funding agreements are
contracts issued by insurance companies that provide investors the right to
receive a variable rate of interest and the full return of principal at
maturity. Funding agreements also include a put option that allows the Portfolio
to terminate the agreement at a specified time to the insurance company prior to
maturity. Funding agreements generally offer a higher yield than other variable
securities with similar credit ratings. The primary risk of a funding agreement
is the credit quality of the insurance company that issues it. Funding
agreements are considered "illiquid" securities and will count towards a
Portfolio limit on investing in illiquid securities.

Illiquid Securities and Restricted Securities. A Portfolio may purchase
securities that are subject to legal or contractual restrictions on resale
("restricted securities"). Generally speaking, restricted securities may be sold
(i) only to qualified institutional buyers; (ii) in a privately negotiated
transaction to a limited number of purchasers; (iii) in limited quantities after
they have been held for a specified period of time and other conditions are met
pursuant to an exemption from registration; or (iv) in a public offering for
which a registration statement is in effect under the Securities Act of 1933, as
amended (the "1933 Act"). Issuers of restricted securities may not be subject to
the disclosure and other investor protection requirements that would be
applicable if their securities were publicly traded.

Restricted securities are often illiquid, but they may also be liquid. For
example, restricted securities that are eligible for resale under Rule 144A are
often deemed to be liquid.

A Portfolio's Board of Trustees has approved guidelines for use by the Advisor
in determining whether a security is liquid or illiquid. Among the factors the
Advisor may consider in reaching liquidity decisions relating to Rule 144A
securities are: (1) the frequency of trades and quotes for the security; (2) the
number of dealers wishing to purchase or sell the security and the number of
other potential purchasers; (3) dealer undertakings to make a market in the
security; and (4) the nature of the security and the nature of the market for
the security (i.e., the time needed to dispose of the security, the method of
soliciting offers, and the mechanics of the transfer issuers of restricted
securities may not be subject to the disclosure and other investor protection
requirements that would be applicable if their securities were publicly traded.
Where a registration statement is required for the resale of restricted
securities, a Portfolio may be required to bear all or part of the registration
expenses. A Portfolio may be deemed to be an "underwriter" for purposes of the
1933 Act, when selling restricted securities to the public and, in such event, a
Portfolio may be liable to purchasers of such securities if the registration
statement prepared by the issuer is materially inaccurate or misleading.

A Portfolio may also purchase securities that are not subject to legal or
contractual restrictions on resale, but that are deemed illiquid. Such
securities may be illiquid, for example, because there is a limited trading
market for them.

A Portfolio may be unable to sell a restricted or illiquid security. In
addition, it may be more difficult to determine a market value for restricted or
illiquid securities. Moreover, if adverse market conditions were to develop
during the period between a Portfolio's decision to sell a restricted or
illiquid security and the point at which a Portfolio is permitted or able to
sell such security, a Portfolio might obtain a price less favorable than the
price that prevailed when it decided to sell. This investment practice,
therefore, could have the effect of increasing the level of illiquidity of a
Portfolio.

Impact of Large Redemptions and Purchases of Portfolio Shares. From time to
time, shareholders of a Portfolio (which may include affiliated and/or
non-affiliated registered investment companies that invest in a Portfolio) may
make relatively large redemptions or purchases of Portfolio shares. These
transactions may cause a Portfolio 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 a Portfolio's performance to the extent that a Portfolio 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 a Portfolio's expense ratio.

Industrial Development and Pollution Control Bonds. Industrial Development and
Pollution Control Bonds (which are types of private activity bonds), although
nominally issued by municipal authorities, are generally not secured by the
taxing power of the municipality but are secured by the revenues of the
authority derived from payments by the industrial user. Under federal income tax
legislation, certain types of Industrial Development Bonds and Pollution Control
Bonds may no longer be issued on a tax-exempt basis, although previously issued
bonds of these types and certain refundings of such bonds are not affected. For
the purposes of a Portfolio's investment limitation regarding concentration of
investments in any one industry, industrial development or other private
activity bonds ultimately payable by companies within the same industry will be
considered as if they were issued by issuers in the same industry.

Interfund Borrowing and Lending Program. The Trust, on behalf of a Portfolio,
has received exemptive relief from the SEC which permits a fund to participate
in an interfund borrowing and lending program among certain investment companies
advised by the Advisor. The interfund borrowing and lending program allows the
participating funds to borrow money from and loan money to each other for
temporary or emergency purposes. The program is subject to a number of
conditions designed to ensure fair and equitable treatment of all participating
funds, including the following: (1) no fund may borrow money through the program
unless it receives a more favorable interest rate than a rate approximating the
lowest interest rate at which bank loans would be available to any of the
participating funds under a loan agreement; and (2) no fund may lend money
through the program unless it receives a more favorable return than that
available from an investment in repurchase agreements and, to the extent
applicable, money market cash sweep arrangements. In addition, a fund may
participate in the program only if and to the extent that such participation is
consistent with the fund's investment objectives and policies (for instance,
money market funds would normally participate only as lenders and tax exempt
funds only as borrowers). Interfund loans and borrowings may extend overnight,
but could have a maximum duration of seven days. Loans may be called on one
day's notice. A Fund may have to borrow from a bank at a higher interest rate if
an interfund loan is called or not renewed. Any delay in repayment to a lending
fund could result in a lost investment opportunity or additional costs. The
program is subject to the oversight and periodic review of the Boards of the
participating funds. To the extent a Portfolio is actually engaged in borrowing
through the interfund lending program, a Portfolio, as a matter of
nonfundamental policy, may not borrow except in accordance with its fundamental
and nonfundamental policies.

Letters of Credit. Municipal obligations, including certificates of
participation, commercial paper and other short-term obligations, may be backed
by an irrevocable letter of credit of a bank which assumes the obligation for
payment of principal and interest in the event of default by the issuer. Only
banks which, in the opinion of the Advisor, are of investment quality comparable
to other permitted investments of a Portfolio may be used for letter of credit
backed investments.

Maintenance of $1.00 Net Asset Value, Credit Quality and Portfolio Maturity.
Pursuant to Rule 2a-7 of the 1940 Act, a Portfolio effects sales, redemptions
and repurchases at the net asset value per share, normally $1.00. In fulfillment
of its responsibilities under that rule, the Board of Trustees has approved
policies established by the Advisor reasonably calculated to prevent a
Portfolio's net asset value per share from deviating from $1.00 except under
unusual or extraordinary circumstances and the Board will periodically review
the Advisor's operations under such policies at regularly scheduled Board
meetings. Those policies include a weekly monitoring by the Advisor of
unrealized gains and losses in a Portfolio's investment portfolio, and when
necessary, in an effort to avoid deviation, taking corrective action, such as
adjusting the maturity of the investment portfolio, or, if possible, realizing
gains or losses to offset in part unrealized losses or gains. The result of
those policies may be that the yield on shares of a Portfolio will be lower than
would be the case if the policies were not in effect. Such policies also provide
for certain action to be taken with respect to Portfolio securities which
experience a downgrade in rating or suffer a default.

Securities eligible for investment by a Portfolio are those securities which are
generally rated (or issued by an issuer with comparable securities rated) in one
of the two highest short-term rating categories by at least two rating services
(or by one rating service, if no other rating agency has issued a rating with
respect to that security); 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. A Portfolio will not invest more than 5% of its total assets in the
securities of a single issuer, other than the US Government. A Portfolio may,
however, invest more than 5% of its total assets in the first tier securities
(as defined in Rule 2a-7) of a single issuer for a period of up to three
business days after purchase, although a Portfolio may not make more than one
such investment at any time during such period. A Portfolio may not invest more
than 5% of its total assets in securities which were second tier securities (as
defined in Rule 2a-7) when acquired by a Portfolio. Further, a Portfolio may not
invest more than the greater of (1) 1% of its total assets, or (2) one million
dollars, in the securities of a single issuer which were second tier securities
(as defined in Rule 2a-7) when acquired by a Portfolio. For a description of
these ratings, see "Appendix B-- Ratings of Investments" in this SAI.

The assets of a Portfolio consist entirely of cash items and investments having
an effective maturity date of 397 calendar days (12 months for Money Market
Portfolio) or less from the date of purchase (including investment in repurchase
agreements, in which case maturity is measured by the repurchase date, without
respect to the maturity of the underlying obligation). The term "Government &
Agency Securities," as used herein, means securities issued or guaranteed as to
principal or interest by the US Government, its agencies or instrumentalities. A
Portfolio will be managed so that the average maturity of all instruments (on a
dollar-weighted basis) will be 90 days or less. The average maturity of a
Portfolio will vary according to the management's appraisal of money market
conditions. A Portfolio will invest only in securities determined by the
Advisor, pursuant to procedures adopted by the Board, to be of high quality with
minimal credit risks.

Municipal Lease Obligations and Participation Interests. Participation interests
represent undivided interests in municipal leases, installment purchase
contracts, conditional sales contracts or other instruments. These are typically
issued by a trust or other entity which has received an assignment of the
payments to be made by the state or political subdivision under such leases or
contracts. They may be variable rate or fixed rate.

A Portfolio may purchase from banks participation interests in all or part of
specific holdings of municipal obligations, provided the participation interest
is fully insured. Each participation is backed by an irrevocable letter of
credit or guarantee of the selling bank that the Advisor has determined meets
the prescribed quality standards of a Portfolio . Therefore, either the credit
of the issuer of the municipal obligation or the selling bank, or both, will
meet the quality standards of the particular fund. A Portfolio has the right to
sell the participation back to the bank after seven days' notice for the full
principal amount of a Portfolio's interest in the municipal obligation plus
accrued interest, but only (i) as required to provide liquidity to a Portfolio,
(ii) to maintain a high quality investment portfolio or (iii) upon a default
under the terms of the municipal obligation. The selling bank will receive a fee
from a Portfolio in connection with the arrangement. A Portfolio will not
purchase participation interests unless in the opinion of bond counsel, counsel
for the issuers of such participations or counsel selected by the Advisor, the
interest from such participations is exempt from regular federal income tax for
a Portfolio.

A municipal lease obligation may take the form of a lease, installment purchase
contract or conditional sales contract which is issued by a state or local
government and authorities to acquire land, equipment and facilities. Income
from such obligations is generally exempt from state and local taxes in the
state of issuance. Municipal lease obligations frequently involve special risks
not normally associated with general obligations or revenue bonds. Leases and
installment purchase or conditional sale contracts (which normally provide for
title in the leased asset to pass eventually to the governmental issuer) have
evolved as a means for governmental issuers to acquire property and equipment
without meeting the constitutional and statutory requirements for the issuance
of debt. The debt issuance limitations are deemed to be inapplicable because of
the inclusion in many leases or contracts of "non-appropriation" clauses that
relieve the governmental issuer of any obligation to make future payments under
the lease or contract unless money is appropriated for such purpose by the
appropriate legislative body on a yearly or other periodic basis. In addition,
such leases or contracts may be subject to the temporary abatement of payments
in the event the issuer is prevented from maintaining occupancy of the leased
premises or utilizing the leased equipment. Although the obligations may be
secured by the leased equipment or facilities, the disposition of the property
in the event of nonappropriation or foreclosure might prove difficult, time
consuming and costly, and result in a delay in recovery or the failure to fully
recover a Portfolio's original investment. A Portfolio may also invest in a
municipal lease obligation by purchasing a participation interest in a municipal
lease obligation.

Certain municipal lease obligations and participation interests may be deemed
illiquid for the purpose of a Portfolio's limitation on investments in illiquid
securities. Other municipal lease obligations and participation interests
acquired by a Portfolio may be determined by the Advisor to be liquid securities
for the purpose of such limitation. In determining the liquidity of municipal
lease obligations and participation interests, the Advisor will consider a
variety of factors including: (1) the willingness of dealers to bid for the
security; (2) the number of dealers willing to purchase or sell the obligation
and the number of other potential buyers; (3) the frequency of trades or quotes
for the obligation; and (4) the nature of the marketplace trades. In addition,
the Advisor will consider factors unique to particular lease obligations and
participation interests affecting the marketability thereof. These include the
general creditworthiness of the issuer, the importance to the issuer of the
property covered by the lease and the likelihood that the marketability of the
obligation will be maintained throughout the time the obligation is held by a
Portfolio.

A Portfolio may purchase participation interests in municipal lease obligations
held by a commercial bank or other financial institution. Such participations
provide a Portfolio with the right to a pro rata undivided interest in the
underlying municipal lease obligations. In addition, such participations
generally provide a Portfolio with the right to demand payment, on not more than
seven days' notice, of all or any part of such Portfolio's participation
interest in the underlying municipal lease obligation, plus accrued interest.

Municipal Securities. Certain Municipal Securities, such as industrial
development bonds, are issued by or on behalf of public authorities to obtain
funds for purposes including privately operated airports, housing, conventions,
trade shows, ports, sports, parking or pollution control facilities or for
facilities for water, gas, electricity or sewage and solid waste disposal. Such
obligations, which may include lease arrangements, are included within the term
Municipal Securities if the interest paid thereon is exempt from federal income
tax. Other types of industrial development bonds, the proceeds of which are used
for the construction, equipment, repair or improvement of privately operated
industrial or commercial facilities, may constitute Municipal Securities,
although current federal tax laws place substantial limitations on the size of
such issues.

Municipal Securities which a Portfolio may purchase include, without limitation,
debt obligations issued to obtain funds for various public purposes, including
the construction of a wide range of public facilities such as airports, bridges,
highways, housing, hospitals, mass transportation, public utilities, schools,
streets, and water and sewer works. Other public purposes for which Municipal
Securities may be issued include refunding outstanding obligations, obtaining
funds for general operating expenses and obtaining funds to loan to other public
institutions and facilities.

Tax anticipation notes typically are sold to finance working capital needs of
municipalities in anticipation of receiving property taxes on a future date.
Bond anticipation notes are sold on an interim basis in anticipation of a
municipality issuing a longer-term bond in the future. Revenue anticipation
notes are issued in expectation of receipt of other types of revenue such as
those available under the Federal Revenue Sharing Program. Construction loan
notes are instruments insured by the Federal Housing Administration with
permanent financing by Fannie Mae or "Ginnie Mae" (the Government National
Mortgage Association) at the end of the project construction period.
Pre-refunded municipal bonds are bonds which are not yet refundable, but for
which securities have been placed in escrow to refund an original municipal bond
issue when it becomes refundable. Tax-free commercial paper is an unsecured
promissory obligation issued or guaranteed by a municipal issuer. A Portfolio
may purchase other Municipal Securities similar to the foregoing, which are or
may become available, including securities issued to pre-refund other
outstanding obligations of municipal issuers.

A Portfolio will invest in Municipal Securities that at the time of purchase:
(a) are rated within the two highest-ratings for Municipal Securities assigned
by Moody's (Aaa or Aa) or assigned by S&P (AAA or AA); (b) are guaranteed or
insured by the US Government as to the payment of principal and interest; (c)
are fully collateralized by an escrow of US Government securities acceptable to
a Portfolio's Advisor; (d) have at the time of purchase Moody's short-term
Municipal Securities rating of MIG-2 or higher or a municipal commercial paper
rating of P-2 or higher, or S&P's municipal commercial paper rating of A-2 or
higher; (e) are unrated, if longer term Municipal Securities of that issuer are
rated within the two highest rating categories by Moody's or S&P; or (f) are
determined to be at least equal in quality to one or more of the above ratings
in the discretion of a Portfolio's Advisor. See "Appendix B" for a more detailed
discussion of the Moody's and S&P ratings outlined above. In addition, a
Portfolio limits its investments to securities that meet the quality
requirements of Rule 2a-7 under the 1940 Act. See "Net Asset Value."

Dividends representing net tax-exempt interest income received by Tax-Exempt
Portfolio on Municipal Securities may be exempt from regular federal income tax
when distributed to the Portfolio's shareholders. Please refer to the section in
this SAI entitled "Taxes" for more information concerning the federal income tax
treatment of dividends representing net tax-exempt interest income received by
Tax-Exempt Portfolio on Municipal Securities. Such dividend income may be
subject to state and local taxes. Tax-Exempt Portfolio's assets will consist of
Municipal Securities, taxable temporary investments as described below and cash.
A Portfolio considers short-term Municipal Securities to be those that have a
remaining maturity of 397 calendar days (12 months for Money Market Portfolio)or
less. Examples of Municipal Securities that are issued with original maturities
of one year or less are short-term tax anticipation notes, bond anticipation
notes, revenue anticipation notes, construction loan notes, pre-refunded
municipal bonds, warrants and tax-free commercial paper.

Municipal Securities generally are classified as "general obligation" or
"revenue" issues. General obligation bonds are secured by the issuer's pledge of
its full credit and taxing power for the payment of principal and interest.
Revenue bonds are payable only from the revenues derived from a particular
facility or class of facilities or, in some cases, from the proceeds of a
special excise tax or other specific revenue source such as the user of the
facility being financed. Industrial development bonds held by a Portfolio are in
most cases revenue bonds and generally are not payable from the unrestricted
revenues of the issuer, and do not constitute the pledge of the credit of the
issuer of such bonds. Among other types of instruments, a Portfolio may purchase
tax-exempt commercial paper, warrants and short-term municipal notes such as tax
anticipation notes, bond anticipation notes, revenue anticipation notes,
construction loan notes and other forms of short-term loans. Such notes are
issued with a short-term maturity in anticipation of the receipt of tax
payments, the proceeds of bond placements or other revenues. A Portfolio may
invest in short-term "private activity" bonds.

The federal bankruptcy statutes relating to the adjustments of debts of
political subdivisions and authorities of states of the United States provide
that, in certain circumstances, such subdivisions or authorities may be
authorized to initiate bankruptcy proceedings without prior notice to or consent
of creditors, which proceedings could result in material adverse changes in the
rights of holders of obligations issued by such subdivisions or authorities.

Litigation challenging the validity under state constitutions of present systems
of financing public education has been initiated or adjudicated in a number of
states and legislation has been introduced to effect changes in public school
finances in some states. In other instances, there has been litigation
challenging the issuance of pollution control revenue bonds or the validity of
their issuance under state or federal law that ultimately could affect the
validity of those Municipal Securities or the federal income tax-free nature of
the interest thereon.

Municipal Trust Receipts. Tax-Exempt Portfolio may invest up to 50% of its net
assets in municipal trust receipts ("MTRs"). An additional 10% of the
Portfolio's net assets may also be invested in MTRs on a temporary basis at the
Advisor's discretion to manage inflows into the Portfolio. MTRs are sometimes
called municipal asset-backed securities, floating rate trust certificates, or
municipal securities trust receipts. MTRs are typically structured by a bank,
broker-dealer or other financial institution by depositing municipal securities
into a trust or partnership, coupled with a conditional right to sell, or put,
the holder's interest in the underlying securities at par plus accrued interest
to a financial institution. MTRs may be issued as fixed or variable rate
instruments. These trusts are organized so that the purchaser of the MTR would
be considered to be investing for federal income tax purposes in the underlying
municipal securities. This structure is intended to allow the federal income
tax-exempt status of interest generated by the underlying asset to pass through
to the purchaser. The Portfolio's investments in MTRs are subject to similar
risks as other investments in debt obligations, including interest rate risk,
credit risk and security selection risk. Additionally, investments in MTRs raise
certain tax issues that may not be presented by direct investments in municipal
bonds. There is some risk that certain issues could be resolved in a manner that
could adversely impact the performance of the Portfolio. The Portfolio expects
to invest in MTRs for which a legal opinion has been given to the effect that
the income from an MTR is tax-exempt for federal income tax purposes to the same
extent as the underlying bond(s), although it is possible that the Internal
Revenue Service (the "IRS") will take a different position and there is a risk
that the interest paid on such MTRs would be deemed taxable.

Repurchase Agreements. A Portfolio may invest in repurchase agreements, which
are instruments under which a Portfolio acquires ownership of a security from a
broker-dealer or bank that agrees to repurchase the security at a mutually
agreed upon time and price (which price is higher than the purchase price),
thereby determining the yield during a Portfolio's holding period. Maturity of
the securities subject to repurchase may exceed one year. In the event of a
bankruptcy or other default of a seller of a repurchase agreement, a Portfolio
might have expenses in enforcing its rights, and could experience losses,
including a decline in the value of the underlying securities and loss of
income.

A Portfolio may enter into repurchase agreements with any member bank of the
Federal Reserve System or any domestic broker/dealer which is recognized as a
reporting government securities dealer if the creditworthiness of the bank or
broker/dealer has been determined by the Advisor to be at least as high as that
of other obligations a fund may purchase or to be at least equal to that of
issuers of commercial paper rated within the two highest grades assigned by
Moody's, S&P or Fitch.

A repurchase agreement provides a means for a Portfolio to earn taxable income
on funds for periods as short as overnight. It is an arrangement under which the
purchaser (i.e., a Portfolio) acquires a security ("Obligation") and the seller
agrees, at the time of sale, to repurchase the Obligation at a specified time
and price. Securities subject to a repurchase agreement are held in a segregated
account and the value of such securities kept at least equal to the repurchase
price on a daily basis. The repurchase price may be higher than the purchase
price, the difference being income to a Portfolio, or the purchase and
repurchase prices may be the same, with interest at a stated rate due to a
Portfolio together with the repurchase price on the date of repurchase. In
either case, the income to a Portfolio (which is taxable for federal income tax
purposes) is unrelated to the interest rate on the Obligation itself.
Obligations will be held by the custodian or in the Federal Reserve Book Entry
system.

It is not clear whether a court would consider the Obligation purchased by a
Portfolio subject to a repurchase agreement as being owned by that Portfolio or
as being collateral for a loan by a Portfolio to the seller. In the event of the
commencement of bankruptcy or insolvency proceedings with respect to the seller
of the Obligation before repurchase of the Obligation under a repurchase
agreement, a Portfolio may encounter delay and incur costs before being able to
sell the security. Delays may involve loss of interest or decline in price of
the Obligation. If the court characterized the transaction as a loan and a
Portfolio has not perfected an interest in the Obligation, a Portfolio may be
required to return the Obligation to the seller's estate and be treated as an
unsecured creditor of the seller. As an unsecured creditor, a Portfolio is at
risk of losing some or all of the principal and income involved in the
transaction. As with any unsecured debt obligation purchased for a Portfolio,
the Advisor seeks to minimize the risk of loss through repurchase agreements by
analyzing the creditworthiness of the obligor, in this case the seller of the
Obligation. Apart from the risk of bankruptcy or insolvency proceedings, there
is also the risk that the seller may fail to repurchase the Obligation, in which
case a Portfolio may incur a loss if the proceeds to a Portfolio of the sale to
a third party are less than the repurchase price. However, if the market value
of the Obligation subject to the repurchase agreement becomes less than the
repurchase price (including interest), a Portfolio will direct the seller of the
Obligation to deliver additional securities so that the market value of all
securities subject to the repurchase agreement will equal or exceed the
repurchase price. It is possible that a Portfolio will be unsuccessful in
seeking to enforce the seller's contractual obligation to deliver additional
securities.

Commercial Paper. Subject to its investment objectives and policies, a Portfolio
may invest in commercial paper issued by major corporations under the 1933 Act
in reliance on the exemption from registration afforded by Section 3(a)(3)
thereof. Such commercial paper may be issued only to finance current
transactions and must mature in nine months or less. Trading of such commercial
paper is conducted primarily by institutional investors through investment
dealers, and individual investor participation in the commercial paper market is
very limited. A Portfolio also may invest in commercial paper issued in reliance
on the so-called "private placement" exemption from registration afforded by
Section 4(2) of the 1933 Act ("Section 4(2) paper"). Section 4(2) paper is
restricted as to disposition under the federal securities laws, and generally is
sold to institutional investors such as a Portfolio who agree that they are
purchasing the paper for investment and not with a view to public distribution.
Any resale by the purchaser must be in an exempt transaction. Section 4(2) paper
normally is resold to other institutional investors like a Portfolio through or
with the assistance of the issuer or investment dealers who make a market in the
Section 4(2) paper, thus providing liquidity. The Advisor considers the legally
restricted but readily saleable Section 4(2) paper to be liquid; however,
pursuant to procedures approved by a Portfolio's Board, if a particular
investment in Section 4(2) paper is not determined to be liquid, that investment
will be included within the limitation of a Portfolio on illiquid securities.
The Advisor monitors the liquidity of its investments in Section 4(2) paper on a
continuing basis.

Securities Backed by Guarantees. A Portfolio may invest in securities backed by
guarantees from banks, insurance companies and other financial institutions. A
money market fund's ability to maintain a stable share price may depend upon
such guarantees, which are not supported by federal deposit insurance.
Consequently, changes in the credit quality of these institutions could have an
adverse impact on securities they have guaranteed or backed, which could cause
losses to a Portfolio and affect its share price.

Stand-by Commitments. A stand-by commitment is a right acquired by a Portfolio,
when it purchases a municipal obligation from a broker, dealer or other
financial institution ("seller"), to sell up to the same principal amount of
such securities back to the seller, at a Portfolio's option, at a specified
price. Stand-by commitments are also known as "puts." The exercise by a
Portfolio of a stand-by commitment is subject to the ability of the other party
to fulfill its contractual commitment.

Stand-by commitments acquired by a Portfolio may have the following features:
(1) they will be in writing and will be physically held by a Portfolio's
custodian; (2) a Portfolio's right to exercise them will be unconditional and
unqualified; (3) they will be entered into only with sellers which in the
Advisor's opinion present a minimal risk of default; (4) although stand-by
commitments will not be transferable, municipal obligations purchased subject to
such commitments may be sold to a third party at any time, even though the
commitment is outstanding; and (5) their exercise price will be (i) a
Portfolio's acquisition cost (excluding any accrued interest which a Portfolio
paid on their acquisition), less any amortized market premium or plus any
amortized original issue discount during the period a Portfolio owned the
securities, plus (ii) all interest accrued on the securities since the last
interest payment date.

A Portfolio expects that stand-by commitments generally will be available
without the payment of any direct or indirect consideration. However, if
necessary or advisable, a Portfolio will pay for stand-by commitments, either
separately in cash or by paying a higher price for portfolio securities which
are acquired subject to the commitments.

It is difficult to evaluate the likelihood of use or the potential benefit of a
stand-by commitment. Therefore, it is expected that the Advisor will determine
that stand-by commitments ordinarily have a "fair value" of zero, regardless of
whether any direct or indirect consideration was paid. However, if the market
price of the security subject to the stand-by commitment is less than the
exercise price of the stand-by commitment, such security will ordinarily be
valued at such exercise price. Where a fund has paid for a stand-by commitment,
its cost will be reflected as unrealized depreciation for the period during
which the commitment is held.

The IRS has issued a favorable revenue ruling to the effect that, under
specified circumstances, a registered investment company will be the owner of
tax-exempt municipal obligations acquired subject to a put option. The IRS has
also issued private letter rulings to certain taxpayers (which do not serve as
precedent for other taxpayers) to the effect that tax-exempt interest received
by a regulated investment company with respect to such obligations will be
tax-exempt in the hands of the company and may be distributed to its
shareholders as exempt-interest dividends. The IRS has subsequently announced
that it will not ordinarily issue advance ruling letters as to the identity of
the true owner of property in cases involving the sale of securities or
participation interests therein if the purchaser has the right to cause the
security, or the participation interest therein, to be purchased by either the
seller or a third party. A Portfolio intends to take the position that it owns
any municipal obligations acquired subject to a Stand-by Commitment and that
tax-exempt interest earned with respect to such municipal obligations will be
tax-exempt in its hands. There is no assurance that the Service will agree with
such position in any particular case.

Third Party Puts. A Portfolio may purchase long-term fixed rate bonds that have
been coupled with an option granted by a third party financial institution
allowing a Portfolio at specified intervals not exceeding 397 calendar days (12
months for Money Market Portfolio) to tender (or "put") the bonds to the
institution and receive the face value thereof (plus accrued interest). These
third party puts are available in several different forms, may be represented by
custodial receipts or trust certificates and may be combined with other features
such as interest rate swaps. A Portfolio receives a short-term rate of interest
(which is periodically reset), and the interest rate differential between that
rate and the fixed rate on the bond is retained by the financial institution.
The financial institution granting the option does not provide credit
enhancement, and in the event that there is a default in the payment of
principal or interest, or downgrading of a bond or a loss of the bond's
tax-exempt status, the put option will terminate automatically, the risk to a
Portfolio will be that of holding such a long-term bond and the weighted average
maturity of a Portfolio's investments and the Portfolio's liquidity would be
adversely affected.

These bonds coupled with puts may present the same tax issues as are associated
with Stand-By Commitments. As with any Stand-By Commitments acquired by a
Portfolio, a Portfolio intends to take the position for federal income tax
purposes that it is the owner of any municipal obligation acquired subject to a
third-party put, and that tax-exempt interest earned with respect to such
municipal obligations will be tax-exempt in its hands. There is no assurance
that the IRS will agree with such position in any particular case. Additionally,
the federal income tax treatment of certain other aspects of these investments,
including the treatment of tender fees and swap payments, in relation to various
regulated investment company tax provisions is unclear. However, the Advisor
seeks to manage a Portfolio in a manner designed to minimize any adverse impact
from these investments.

US Government Securities. There are two broad categories of US Government debt
instruments: (a) direct obligations of the US Treasury, and (b) securities
issued or guaranteed by US Government agencies.

Examples of direct obligations of the US Treasury are Treasury bills, notes,
bonds and other debt securities issued by the US Treasury. These instruments are
backed by the "full faith and credit" of the United States. They differ
primarily in interest rates, the length of maturities and the dates of issuance.
Treasury bills have original maturities of one year or less. Treasury notes have
original maturities of one to ten years and Treasury bonds generally have
original maturities of greater than ten years.

Some agency securities are backed by the full faith and credit of the United
States (such as Maritime Administration Title XI Ship Financing Bonds and Agency
for International Development Housing Guarantee Program Bonds) and others are
backed only by the rights of the issuer to borrow from the US Treasury (such as
Federal Home Loan Bank Bonds and Federal National Mortgage Association Bonds),
while still others, such as the securities of the Federal Farm Credit Bank, are
supported only by the credit of the issuer. With respect to securities supported
only by the credit of the issuing agency or by an additional line of credit with
the US Treasury, there is no guarantee that the US Government will provide
support to such agencies and such securities may involve risk of loss of
principal and interest.

US Government Securities may include "zero coupon" securities that have been
stripped by the US Government of their unmatured interest coupons and
collateralized obligations issued or guaranteed by a US Government agency or
instrumentality.

Interest rates on US Government obligations may be fixed or variable. Interest
rates on variable rate obligations are adjusted at regular intervals, at least
annually, according to a formula reflecting then current specified standard
rates, such as 91-day US Treasury bill rates. These adjustments generally tend
to reduce fluctuations in the market value of the securities.

Normally, the value of investments in US Government Securities varies inversely
with changes in interest rates. For example, as interest rates rise the value of
investments in US Government Securities will tend to decline, and as interest
rates fall the value of a Portfolio's investments will tend to increase. In
addition, the potential for appreciation in the event of a decline in interest
rates may be limited or negated by increased principal prepayments with respect
to certain Mortgage-Backed Securities, such as Government National Mortgage
Association ("GNMA") (also known as Ginnie Mae)Certificates. Prepayments of high
interest rate Mortgage-Backed Securities during times of declining interest
rates will tend to lower the return of a Portfolio and may even result in losses
to a Portfolio if some securities were acquired at a premium. Moreover, during
periods of rising interest rates, prepayments of Mortgage-Backed Securities may
decline, resulting in the extension of a Portfolio's average maturity. As a
result, a Portfolio's return may experience greater volatility during periods of
rising interest rates than under normal market conditions.

The Federal National Mortgage Association ("FNMA") (also known as Fannie Mae)
and the Federal Home Loan Mortgage Corporation ("FHLMC") (also known as Freddie
Mac) were previously government-sponsored corporations owned entirely by private
stockholders. Both issue mortgage-related securities that contain guarantees as
to timely payment of interest and principal but that are not backed by the full
faith and credit of the US government. The value of the companies' securities
fell sharply in 2008 due to concerns that the firms did not have sufficient
capital to offset losses. In mid-2008, the US Treasury was authorized to
increase the size of home loans that FNMA and FHLMC could purchase in certain
residential areas and, until 2009, to lend FNMA and FHLMC emergency funds and to
purchase the companies' stock. In September 2008, the US Treasury announced that
FNMA and FHLMC had been placed in conservatorship by the Federal Housing Finance
Agency ("FHFA"), a newly created independent regulator. In addition to placing
the companies in conservatorship, the US Treasury announced three additional
steps that it intended to take with respect to FNMA and FHLMC. First, the US
Treasury has entered into preferred stock purchase agreements ("PSPAs") under
which, if the FHFA determines that FNMA's or FHLMC's liabilities have exceeded
its assets under generally accepted accounting principles, the US Treasury will
contribute cash capital to the company in an amount equal to the difference
between liabilities and assets. The PSPAs are designed to provide protection to
the senior and subordinated debt and the mortgage-backed securities issued by
FNMA and FHLMC. Second, the US Treasury established a new secured lending credit
facility that is available to FNMA and FHLMC until December 2009. Third, the US
Treasury initiated a temporary program to purchase FNMA and FHLMC
mortgage-backed securities, which is expected to continue until December 2009.
No assurance can be given that the US Treasury initiatives discussed above with
respect to the debt and mortgage-backed securities issued by FNMA and FHLMC will
be successful.

Variable Rate Securities. A Portfolio may invest in instruments having rates of
interest that are adjusted periodically or that "float" continuously according
to formulae intended to minimize fluctuation in values of the instruments
("Variable Rate Securities"). The interest rate of Variable Rate Securities
ordinarily is determined by reference to or is a percentage of an objective
standard such as a bank's prime rate, the 90-day US Treasury Bill rate, or the
rate of return on commercial paper or bank certificates of deposit. Generally,
the changes in the interest rate on Variable Rate Securities reduce the
fluctuation in the market value of such securities. Accordingly, as interest
rates decrease or increase, the potential for capital appreciation or
depreciation is less than for fixed-rate obligations. Some Variable Rate
Securities have a demand feature entitling the purchaser to resell the
securities at an amount approximately equal to amortized cost or the principal
amount thereof plus accrued interest ("Variable Rate Demand Securities"). As is
the case for other Variable Rate Securities, the interest rate on Variable Rate
Demand Securities varies according to some objective standard intended to
minimize fluctuation in the values of the instruments. A Portfolio determines
the maturity of Variable Rate Securities in accordance with Rule 2a-7, which
allows a Portfolio to consider certain of such instruments as having maturities
shorter than the maturity date on the face of the instrument.

Investment Company Securities. A Portfolio may acquire securities of other
investment companies to the extent consistent with its investment objective and
investment policies and subject to the limitations of the 1940 Act. A Portfolio
will indirectly bear its proportionate share of any management fees and other
expenses paid by such other investment companies.

Portfolio Holdings

In addition to the public disclosure of portfolio holdings through required
Securities and Exchange Commission ("SEC") quarterly filings, a Portfolio may
make its portfolio holdings information publicly available on the DWS Funds' Web
site as described in each Portfolio's prospectus. Each Portfolio does not
disseminate non-public information about portfolio holdings except in accordance
with policies and procedures adopted by each Portfolio.

Each Portfolio'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 each Portfolio 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 each Portfolio's procedures. This non-public
information may also be disclosed, subject to the requirements described below,
to certain third parties, such as securities lending agents, financial printers,
proxy voting firms, mutual fund analysts and rating and tracking agencies, or to
shareholders in connection with in-kind redemptions (collectively, "Authorized
Third Parties").

Prior to any disclosure of each Portfolio's non-public portfolio holdings
information to Authorized Third Parties, a person authorized by each Portfolio's
Trustees must make a good faith determination in light of the facts then known
that a Portfolio has a legitimate business purpose for providing the
information, that the disclosure is in the best interest of each Portfolio, 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 each Portfolio or
DeAM for disclosing non-public holdings information. Periodic reports regarding
these procedures will be provided to each Portfolio's Trustees.

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 each
Portfolio and information derived therefrom, including, but not limited to, how
each Portfolio'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, alpha,
beta, tracking error, default rate, portfolio turnover, and risk and style
characteristics so long as the identity of each Portfolio'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
Portfolio's Trustees exercise control over such policies. In addition, separate
account clients of DeAM have access to their portfolio holdings and are not
subject to a Portfolio'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 a Portfolio.

DeAM also manages certain unregistered commingled trusts and creates model
portfolios, the portfolio holdings of which may substantially overlap with the
portfolio holdings of a Portfolio. 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 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 a Portfolio's policies and procedures with respect to
the disclosure of portfolio holdings information will protect a Portfolio from
the potential misuse of portfolio holdings information by those in possession of
that information.

                          MANAGEMENT OF THE PORTFOLIOS

Investment Advisor

DIMA, which is part of Deutsche Asset Management ("DeAM"), is the investment
advisor for the Portfolio. Under the supervision of the Boards of Trustees of
the Portfolios, DIMA, with headquarters at 345 Park Avenue, New York, New York,
makes the Portfolios' investment decisions, buys and sells securities for the
Portfolios and conducts research that leads to these purchase and sale
decisions. The Advisor manages each Portfolio's daily investment and business
affairs subject to the policies established by the Trust's Board of Trustees.
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. DIMA is also responsible for selecting brokers
and dealers and for negotiating brokerage commissions and dealer charges.

DeAM 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. DeAM is a global asset management organization that offers a wide range
of investing expertise and resources, including hundreds of portfolio managers
and analysts and an office network that reaches the world's major investment
centers. This well-resourced global investment platform brings together a wide
variety of experience and investment insight, across industries, regions, asset
classes and investing styles. DIMA is an indirect, wholly owned subsidiary of
Deutsche Bank AG. Deutsche Bank AG is a major global banking institution that is
engaged in a wide range of financial services, including investment management,
mutual fund, retail, private and commercial banking, investment banking and
insurance. DWS Investments is part of Deutsche Bank's Asset Management division
and, within the US, represents the retail asset management activities of
Deutsche Bank AG, Deutsche Bank Trust Company Americas, Deutsche Investment
Management Americas Inc. and DWS Trust Company.

The Advisor 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 a Portfolio 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 a Portfolio is likely to differ from these other mutual funds in size, cash
flow pattern and tax matters. Accordingly, the holdings and performance of a
Portfolio can be expected to vary from those of these other mutual funds.

Certain investments may be appropriate for a Portfolio and also for other
clients advised by the Advisor. Investment decisions for a Portfolio 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 a Portfolio. Purchase and sale orders for a Portfolio may be combined
with those of other clients of the Advisor in the interest of achieving the most
favorable net results to a Portfolio.

The investment management agreement for Money Market Portfolio (the "Management
Agreement") which will continue in effect from year to year if its continuance
is approved annually by a vote of a majority of the those Trustees who are not
parties to the Management Agreement or interested persons of the Advisor or the
Trust, cast in person at a meeting called for the purpose of such approval, and
either by a vote of the Board of Trustees or a majority of the outstanding
voting securities of Money Market Portfolio.

The Trustees and the shareholders of Government & Agency Securities Portfolio
and Tax-Exempt Portfolio approved amended and restated investment management
agreements (each an "Amended Management Agreement").

Each Amended Management Agreement continues in effect from year to year only if
its continuance is approved annually by the vote of a majority of those Trustees
who are not parties to such Amended Management Agreement or interested persons
of the Advisor or the Trust ("Independent Trustees" or "Non-interested
Trustees"), cast in person at a meeting called for the purpose of voting on such
approval, and either by a vote of the Trust's Trustees or of a majority of the
outstanding voting securities of a Portfolio.

In reviewing the terms of the Management Agreement and Amended Management
Agreements, and in discussions with the Advisor concerning such agreements, the
Trustees of each Trust who are not "interested persons" of the Advisor are
represented by independent counsel at the Portfolios' expense.

The Management Agreement. Pursuant to the Management Agreement between Money
Market Portfolio and the Advisor, the Advisor acts as its 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 Portfolio if elected to such positions. The Management Agreement
may be terminated at any time without payment of penalty by either party on
sixty days' written notice and automatically terminates in the event of its
assignment. To the extent permissible by law, the Advisor may appoint certain of
its affiliates as sub-advisors to perform certain of the Advisor's duties.

Under the Management Agreement, the Advisor regularly provides Money Market
Portfolio with continuing investment management consistent with its investment
objective, policies and restrictions and determines what securities shall be
purchased, held or sold and what portion of its assets shall be held uninvested,
subject to the Trust's Declaration of Trust, By-Laws, the 1940 Act, the Internal
Revenue Code of 1986, as amended (the "Code") and to its investment objective,
policies and restrictions, and subject, further, to such policies and
instructions as the Board of Trustees of the Trust may from time to time
establish. The Advisor also advises and assists the officers of the Trust in
taking such steps as are necessary or appropriate to carry out the decisions of
its Trustees and the appropriate committees of the Trustees regarding the
conduct of the business of Money Market Portfolio.

Under the Management Agreement, the Advisor also renders administrative services
(not otherwise provided by third parties) necessary for Money Market Portfolio's
operations as an open-end investment company including, but not limited to,
preparing reports and notices to the Trustees and shareholders; supervising,
negotiating contractual arrangements with, and monitoring various third-party
service providers to the Trust (such as the Trust's transfer agent, pricing
agents, Custodian, accountants and others); preparing and making filings with
the SEC and other regulatory agencies; assisting in the preparation and filing
of the Trust's federal, state and local tax returns; preparing and filing the
Trust's federal excise tax returns; assisting with investor and public relations
matters; monitoring the valuation of securities and the calculation of net asset
value; monitoring the registration of shares of the Trust under applicable
federal and state securities laws; maintaining the Trust's books and records to
the extent not otherwise maintained by a third party; assisting in establishing
accounting policies of the Trust; assisting in the resolution of accounting and
legal issues; establishing and monitoring the Trust's operating budget;
processing the payment of the Trust's bills; assisting the Trust in, and
otherwise arranging for, the payment of distributions and dividends; and
otherwise assisting the Trust in the conduct of its business, subject to the
direction and control of the Trustees.

Under the Management Agreement, Money Market Portfolio is responsible for all of
its other expenses including: organizational costs, fees and expenses incurred
in connection with membership in investment company organizations; brokers'
commissions; legal, auditing and accounting expenses; insurance; taxes and
governmental fees; the fees and expenses of the transfer agent; any other
expenses of issue, sale, underwriting, distribution, redemption or repurchase of
shares; the expenses of and the fees for registering or qualifying securities
for sale; the fees and expenses of Trustees, officers and employees of the
Portfolio who are not affiliated with the Advisor; the cost of printing and
distributing reports and notices to shareholders; and the fees and disbursements
of custodians. The Portfolio may arrange to have third parties assume all or
part of the expenses of sale, underwriting and distribution of shares of the
Portfolio. The Portfolio is also responsible for its expenses of shareholders'
meetings, the cost of responding to shareholders' inquiries, and its expenses
incurred in connection with litigation, proceedings and claims and the legal
obligation it may have to indemnify its officers and Trustees of the Portfolio
with respect thereto.

The Management Agreement provides that the Advisor shall not be liable for any
error of judgment or mistake of law or for any loss suffered by the Portfolio in
connection with matters to which the Agreement relates, except a loss resulting
from willful misfeasance, 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 Management Agreement.

Money Market Portfolio, or the Advisor (including any affiliate of the Advisor),
or both, may pay unaffiliated third parties for providing recordkeeping and
other administrative services with respect to accounts of participants in
retirement plans or other beneficial owners of Money Market Portfolio shares
whose interests are held in an omnibus account.

For the services and facilities furnished to the Money Market Portfolio, the
Money Market Portfolio pays a monthly investment management fee on a graduated
basis at 1/12 of 0.22% of the first $500 million of combined average daily net
assets of Money Market Portfolio, Government & Agency Securities Portfolio and
Tax-Exempt Portfolio; 0.20% of the next $500 million; 0.175% of the next $1
billion; 0.16% of the next $1 billion; and 0.15% of combined average daily net
assets of Money Market Portfolio, Government & Agency Securities Portfolio and
Tax-Exempt Portfolio over $3 billion. The investment management fee is computed
based on average daily net assets of Government & Agency Portfolio, Money Market
Portfolio and Tax-Exempt Portfolio and allocated to Money Market Portfolio based
upon the relative net assets of Money Market Portfolio.

The Amended Management Agreement:


Pursuant to each Amended Management Agreement between each of the Government &
Agency Securities Portfolio and Tax-Exempt Portfolio and the Advisor, the
Advisor provides continuing investment management of a Portfolio's assets. In
addition to the investment management of a Portfolio's assets, the Advisor
determines the investments to be made for a 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 a Portfolio's policies as
stated in its prospectus and SAI, or as adopted by the Portfolios' Board. The
Advisor will also monitor, to the extent not monitored by a Portfolio's
administrator or other agent, a Portfolio's compliance with its investment and
tax guidelines and other compliance policies.

The Advisor provides assistance to the Portfolios' Board in valuing the
securities and other instruments held by the Portfolios, to the extent
reasonably required by valuation policies and procedures that may be adopted by
the Portfolios.

Pursuant to each Amended Management Agreement (unless otherwise provided in the
Amended Management Agreement or as determined by a Portfolio's 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
Portfolios, including a Portfolio's share of payroll taxes, who are affiliated
persons of the Advisor.

Each Amended Management Agreement provides that a Portfolio is 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 Portfolio, the
Portfolio's custodian, or other agents of the Portfolio; taxes and governmental
fees; fees and expenses of the Portfolio'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 Portfolio; and litigation expenses and other
extraordinary expenses not incurred in the ordinary course of the Portfolio's
business.

Each Amended Management Agreement allows the Advisor to delegate any of its
duties under the Amended Management Agreement to a subadvisor, subject to a
majority vote of the Board of the Portfolios, including a majority of the
Independent Board Members, and, if required by applicable law, subject to a
majority vote of a Portfolio's shareholders.

Each Amended Management Agreement provides that the Advisor shall not be liable
for any error of judgment or mistake of law or for any loss suffered by a
Portfolio in connection with matters to which the Amended Management 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
Amended Management Agreement. The Amended Management Agreement 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 applicable Portfolios on 60
days' written notice.

For all services provided under its Amended Management Agreement, each Portfolio
pays the Advisor a fee, computed daily and paid monthly, at the annual rate as a
percentage of net assets shown below:

Portfolio                                               Management Fee Rate
---------                                               -------------------

Government & Agency Securities Portfolio1, (2)        0.120% to $500 million
                                                      0.100% next $500 million
                                                      0.075% next $1.0 billion
                                                      0.060% next $1.0 billion
                                                      0.050% thereafter

Tax-Exempt Portfolio(1)                               0.120% to $500 million
                                                      0.100% next $500 million
                                                      0.075% next $1.0 billion
                                                      0.060% next $1.0 billion
                                                      0.050% thereafter
(1)    The management fee is computed based on the combined average daily net
       assets of the Government & Agency Securities Portfolio, Money Market
       Portfolio and Tax-Exempt Portfolio, each a series of Cash Account Trust,
       and allocated to the Government & Agency Portfolio and Tax-Exempt
       Portfolio based upon each Portfolio's relative net assets.

(2)    The Advisor has agreed to reduce its management fee such that after
       allocation of the fee to each series of Cash Account Trust the amount
       payable by Government & Agency Securities Portfolio will be limited to
       0.050% of its average daily net assets.

Prior to June 1, 2008, for the services and facilities furnished to Government &
Agency Securities Portfolio and Tax-Exempt Portfolio, each a portfolio of Cash
Account Trust, the Portfolios paid a monthly investment management fee on a
graduated basis at 1/12 of 0.22% of the first $500 million of combined average
daily net assets of the Trust, 0.20% of the next $500 million, 0.175% of the
next $1 billion, 0.16% of the next $1 billion and 0.15% of combined average
daily net assets of the Trust over $3 billion. The investment management fee was
computed based on average daily net assets of Government & Agency Securities
Portfolio, Money Market Portfolio and Tax-Exempt Portfolio and allocated among
each Portfolio based upon the relative net assets of each Portfolio. The monthly
fee payable by the Portfolios was reduced to the extent necessary in order that
the amount payable by the Government & Agency Securities Portfolio, after
allocation of the fee to the Portfolios, was limited to 1/12 of 0.15% of the
average daily net assets attributable to the Government & Agency Securities
Portfolio, with the effect of such fee reduction being applied only to the
Government & Agency Securities Portfolio.

Management Fees:

The Money Market Portfolio, Government & Agency Securities Portfolio and
Tax-Exempt Portfolio paid the Advisor fees of $7,571,490, $7,029,560 (of which
$707,785 was waived) and $2,665,307, respectively, for the fiscal year ended
April 30, 2009; $7,185,497, $6,714,907 (of which $419,682 was waived) and
$5,823,199, respectively, for the fiscal year ended April 30, 2008; and
$7,459,820, $3,853,285 (of which $69,497 was waived) and $2,136,882 (of which
$22,576 was waived), respectively, for the fiscal year ended April 30, 2007.

The Advisor has agreed to reduce its management fee such that after allocation
of the fee to each series of Cash Account Trust the amount payable by Government
& Agency Securities Portfolio is limited to 0.050% of its average daily net
assets.

Through July 31, 2008, the Advisor had contractually agreed to waive all or a
portion of its management fee and reimburse or pay operating expenses of each
Portfolio's Service Shares to the extent necessary to maintain each Portfolio's
Service Shares total operating expenses at 1.00% of average daily net assets,
excluding certain expenses such as extraordinary expenses, taxes, brokerage and
interest.

Through July 31, 2009, the Advisor had contractually agreed to waive all or a
portion of its management fee for each Portfolio and reimburse or pay certain
operating expenses of Money Market Portfolio, Government & Securities Portfolio
and Tax-Exempt Portfolio to the extent necessary to maintain each Portfolio's
Service Shares total annual operating expenses at 1.00% of average daily net
assets, excluding certain expenses such as extraordinary expenses, taxes,
brokerage and interest.

The Advisor may enter into arrangements with affiliates and third-party service
providers to perform various administrative, back-office and other services
relating to client accounts. Such service providers may be located in the US or
in non-US jurisdictions.

From time to time, Deutsche Bank or an affiliate (collectively, "DB") may at its
sole discretion invest its own assets in shares of each Portfolio's
("proprietary investment") for such purposes it deems appropriate, including
investments designed to assist in the management of each Portfolio's portfolio.
Any proprietary investment may be hedged and, in that event, the return on the
proprietary investment, net of the effect of the hedge, would be expected to
differ from the return of each Portfolio. DB has no obligation to make any
proprietary investments and the amount of any proprietary investment that is
made may or may not be significant in comparison to the level of assets of each
Portfolio. In the event that a proprietary investment is made, except as
otherwise required under the Investment Company Act of 1940, DB would be
permitted to redeem the investment at such time that it deems appropriate.

Subadvisor Approval Policy. The Trustees and shareholders of Government & Agency
Securities Portfolio and Tax-Exempt Portfolio approved a new subadvisor policy
for each of these Portfolios (the "Subadvisor Approval Policy"). The Subadvisor
Approval Policy permits the Advisor, subject to the approval of the Board,
including a majority of the Independent Board Members, to terminate an existing
subadvisor or sub-subadvisor and hire another subadvisor or sub-subadvisor, as
applicable, and materially amend an existing subadvisory agreement or
sub-subadvisory agreement without obtaining shareholder approval. The Portfolios
could not implement the Subadvisor Approval Policy without the SEC granting the
Portfolios exemptive relief. A number of other mutual fund complexes have
obtained exemptive relief with respect to an advisor's ability to appoint,
replace or amend the subadvisory agreement with unaffiliated subadvisors and
subadvisors that are wholly owned subsidiaries of the advisor. However,
exemptive relief with regard to an advisor's ability to appoint, replace or
amend the subadvisory agreement with a subadvisor, who is affiliated with, but
not a wholly owned subsidiary of, the advisor, without shareholder approval,
would be more expansive relief than previously granted by the SEC. In addition,
exemptive relief with regard to an advisor's ability to appoint, replace or
amend a sub-subadvisory agreement with a sub-advisor, without shareholder
approval, would be more expansive relief than previously obtained by other
mutual fund complexes. Accordingly, there can be no assurance that the
Portfolios' exemptive application will be granted by the SEC or that it will be
sufficiently broad to allow the Portfolios to implement the Subadvisor Approval
Policy as described above. The SEC also proposed Rule 15a-5 under the 1940 Act
in October 2003 to permit the appointment and termination of subadvisors and
amendments to subadvisory agreements without shareholder approval. No action has
been taken on proposed Rule 15a-5 under the 1940 Act since its proposal and
there is no assurances that the rule will be adopted as proposed. The Portfolios
and the Advisor will be subject to the conditions imposed by the SEC (either by
an exemptive order or as part of the final rule) whenever the Advisor acts under
the Subadvisor Approval Policy, including any shareholder notice requirements.

Code of Ethics

The Board of Trustees of the Trust has adopted a Code of Ethics pursuant to Rule
17j-1 under the 1940 Act. The Trust's Code of Ethics permits access persons of
the Portfolios (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 Portfolios, but
requires compliance with the Code's pre-clearance requirements, subject to
certain exceptions. In addition, the Trust's Code of Ethics provides for trading
"blackout periods" that prohibit trading of personnel within periods of trading
by the Portfolios in the same security. The Trust's 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 Portfolios' Distributor, DIDI)
have each adopted a Code of Ethics pursuant to 17j-1 under the 1940 Act (the
"Consolidated Code"). The Consolidated Code permits access persons to trade in
securities that may be purchased or held by the Portfolios 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 Portfolios 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.

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 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 overseeing the DWS Funds continue to be independent of
DeAM; the Chairmen of the DWS Funds' Boards of Trustees continue to be
independent of DeAM; DeAM maintain existing management fee reductions for
certain funds for a period of five years and not increase management fees for
these certain funds during this period; the funds retain a senior officer (or
independent consultants, as applicable) responsible for assisting in the review
of fee arrangements and monitoring compliance by the funds and the investment
advisors with securities laws, fiduciary duties, codes of ethics and other
compliance policies, the expense of which shall be borne by DeAM; and periodic
account statements, fund prospectuses and the mutual funds' web site contain
additional disclosure and/or tools that assist investors in understanding the
fees and costs associated with an investment in the funds and the impact of fees
and expenses on fund returns.

DeAM has also settled proceedings with the Illinois Secretary of State regarding
market timing matters. The terms of the Illinois settlement provide for investor
education contributions totaling approximately $4 million and a payment in the
amount of $2 million to the Securities Audit and Enforcement Fund.

On September 28, 2006, the SEC and the National Association of Securities
Dealers ("NASD") (now known as the Financial Industry Regulatory Authority, or
"FINRA") announced final agreements in which Deutsche Investment Management
Americas Inc. ("DIMA"), Deutsche Asset Management, Inc. ("DAMI") and DWS Scudder
Distributors, Inc. (now known as DWS Investments Distributors, Inc. ("DIDI"))
settled administrative proceedings regarding disclosure of brokerage allocation
practices in connection with sales of the Scudder Funds' (now known as the DWS
Funds) shares during 2001-2003. The agreements with the SEC and NASD are
reflected in orders which state, among other things, that DIMA and DAMI failed
to disclose potential conflicts of interest to the funds' Boards and to
shareholders relating to DIDI's use of certain funds' brokerage commissions to
reduce revenue sharing costs to broker-dealer firms with whom it had
arrangements to market and distribute DWS Fund shares. These directed brokerage
practices were discontinued in October 2003.

Under the terms of the settlements, in which DIMA, DAMI and DIDI neither
admitted nor denied any of the regulators' findings, DIMA, DAMI and DIDI agreed
to pay disgorgement, prejudgment interest and civil penalties in the total
amount of $19.3 million. The portion of the settlements distributed to the funds
was approximately $17.8 million and was paid to the funds as prescribed by the
settlement orders based upon the amount of brokerage commissions from each fund
used to satisfy revenue sharing agreements with broker-dealers who sold fund
shares.

As part of the settlements, DIMA, DAMI and DIDI also agreed to implement certain
measures and undertakings relating to revenue sharing payments including making
additional disclosures in the funds' Prospectuses or Statements of Additional
Information, adopting or modifying relevant policies and procedures and
providing regular reporting to the fund Boards.

Additional information announced by DeAM regarding the terms of the settlements
is available at www.dws-investments.com/regulatory_settlements.

The matters alleged in the regulatory settlements described above also serve as
the general basis of a number of private class action lawsuits involving the DWS
funds. These lawsuits name as defendants various persons, including certain DWS
funds, the funds' investment advisors and their affiliates, and certain
individuals, including in some cases fund Trustees, 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.

                           PORTFOLIO SERVICE PROVIDERS

Administrator

The Government & Agency Securities Portfolio and Tax-Exempt Portfolio each
entered into an administrative services agreement with the Advisor (the
"Administrative Services Agreement"), pursuant to which the Advisor provides
administrative services to the Portfolio including, among others, providing the
Portfolio with personnel, preparing and making required filings on behalf of the
Portfolio, maintaining books and records for the Portfolio, and monitoring the
valuation of Portfolio securities. For all services provided under the
Administrative Services Agreement, each Portfolio pays the Advisor a fee,
computed daily and paid monthly, of 0.100% of the Portfolio's net assets. For
the period June 1, 2008 through April 30, 2009, the Advisor received an
administrative services fee of $11,512,052 and $3,939,411 for Government &
Agency Securities Portfolio and Tax-Exempt Portfolio, respectively.

Under the Administrative Services Agreement, the Advisor is obligated on a
continuous basis to provide such administrative services as the Board of a
Portfolio reasonably deems necessary for the proper administration of the
Portfolio. The Advisor provides a Portfolio with personnel; arranges for the
preparation and filing of a Portfolio's tax returns; prepares and submits
reports and meeting materials to the Board and a Portfolio's shareholders;
prepares and files updates to a Portfolio's prospectus and SAI as well as other
reports required to be filed by the SEC; maintains a Portfolio's records;
provides the Portfolios 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
Portfolios; assists in the resolution of accounting issues that may arise with
respect to a Portfolio; establishes and monitors a Portfolio's operating expense
budgets; reviews and processes a Portfolio's bills; assists in determining the
amount of dividends and distributions available to be paid by a 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. The Advisor also
performs certain fund accounting services under the Administrative Services
Agreement. The Administrative Services Agreement provides that the Advisor 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 Advisor and State Street Bank and Trust
Company ("SSB"), the Advisor has delegated certain administrative functions to
SSB. The costs and expenses of such delegation are borne by the Advisor, not by
a Portfolio.

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

Pursuant to an underwriting and distribution services agreement (the
"Distribution Agreement"), DWS Investments Distributors, Inc. ("DIDI"), 222
South Riverside Plaza, Chicago, Illinois 60606, an affiliate of the Advisor,
serves as distributor and principal underwriter for the Trust to provide
information and services for existing and potential shareholders. The
Distribution Agreement provides that DIDI shall appoint various firms to provide
cash management services for their customers or clients through the Trust. The
firms are to provide such office space and equipment, telephone facilities,
personnel and literature distribution as is necessary or appropriate for
providing information and services to the firms' clients. Each Portfolio has
adopted for the Service Shares a plan in accordance with Rule 12b-1 under the
1940 Act (the "12b-1 Plans"). This rule regulates the manner in which an
investment company may, directly or indirectly, bear the expenses of
distributing shares. For its services under the distribution agreement and
pursuant to the 12b-1 Plans, each Portfolio pays DIDI a distribution services
fee, payable monthly, at the annual rate of 0.60% of average daily net assets
with respect to the Service Shares of each Portfolio. Expenditures by DIDI on
behalf of the Portfolios need not be made on the same basis that such fees are
allocated. The fees are accrued daily as an expense of each Portfolio's Service
Shares.

As principal underwriter for the Trust, DIDI acts as agent of the Trust in the
continuous sale of its shares of the Portfolios. DIDI pays all its expenses
under the Distribution Agreement. The Trust pays the cost for the prospectus and
shareholder reports to be set in type and printed for existing shareholders, and
DIDI pays for the printing and distribution of copies thereof used in connection
with the offering of shares to prospective investors. DIDI also pays for
supplementary sales literature and advertising costs.

The Distribution Agreement and the 12b-1 Plans continue in effect from year to
year so long as such continuance is approved at least annually by a vote of the
Board of Trustees of the Trust, including the Trustees who are not interested
persons of the Trust and who have no direct or indirect financial interest in
the Distribution Agreement. The Distribution Agreement automatically terminates
in the event of its assignment and may be terminated at any time without penalty
by the Trust or by DIDI upon 60 days' written notice. Termination of the
Distribution Agreement by the Trust may be by vote of a majority of the Board of
Trustees, or a majority of the Trustees who are not interested persons of the
Trust and who have no direct or indirect financial interest in the Distribution
Agreement, or a "majority of the outstanding voting securities" of the Trust as
defined under the 1940 Act. The 12b-1 Plans may not be amended to increase the
fee to be paid by the Service Shares of a Portfolio without approval by a
majority of the outstanding voting securities of the Service Shares of a
Portfolio and all material amendments must in any event be approved by the Board
of Trustees in the manner described above with respect to the continuation of
the 12b-1 Plans. The 12b-1 Plans may be terminated for the Service Shares of a
Portfolio at any time without penalty by a vote of the majority of the Trustees
who are not interested persons of the Trust and who have no direct or indirect
financial interest in the Plan, or by a vote of the majority of the outstanding
voting securities of the Service Shares of that Portfolio. The Portfolios of the
Trust will vote separately with respect to 12b-1 Plans.

DIDI has entered into related administration services and selling group
agreements ("services agreements") with various firms to provide distribution,
cash management and other services for shareholders of the Service Shares of a
Portfolio. Such services and assistance may include, but may not be limited to,
establishing and maintaining shareholder accounts and records, processing
purchase and redemption transactions, providing automatic investment in
Portfolio shares of client account balances, answering routine inquiries
regarding a Portfolio, assisting clients in changing account options,
designations and addresses, and such other services as may be agreed upon from
time to time and as may be permitted by applicable statute, rule or regulation.
DIDI also may provide some of the above services for the Portfolios. DIDI
normally pays such firms for services at a maximum annual rate of 0.60% of
average daily net assets of those accounts in the Service Shares of each
Portfolio that they maintain and service. DIDI in its discretion may pay certain
firms additional amounts.

During the fiscal year ended April 30, 2009, Service Shares of Money Market
Portfolio, Government & Agency Securities Portfolio and Tax-Exempt Portfolio
paid distribution fees to DIDI under the 12b-1 Plan of $6,789,954 (of which
$709,994 was waived), $1,000,126 (of which $182,709 was waived) and $467,133 (of
which $66,300 was waived), respectively, for each Portfolio to compensate firms
for distribution services to Service Shares of the Portfolios and to pay for
marketing and sales activities, production of sales literature and promotional
materials, prospectus printing and media advertising.

Custodian

State Street Bank and Trust Company ("SSB"), Lafayette Corporate Center, 2
Avenue De Lafayette, Boston, MA 02111, (the "Custodian") as custodian, has
custody of all securities and cash of the Trust. SSB attends to the collection
of principal and income, and payment for and collection of proceeds of
securities bought and sold by the Portfolios.

Transfer Agent

DWS Investments Service Company ("DISC" or the "Transfer Agent"), 210 West 10th
Street, Kansas City, Missouri 64105-1614, an affiliate of the Advisor, is the
transfer agent, dividend-paying agent and shareholder service agent for all
classes of the Portfolio. The Transfer Agent receives an annual service fee for
each account of the Portfolio, based on the type of account. For open retail
accounts, the fee is a flat fee ranging from $20.99 to $24.09 per account, for
open wholesale money funds the fee is $35.55 per account, while for certain
retirement accounts serviced on the recordkeeping system of ExpertPlan, Inc.,
the fee is a flat fee up to $3.91 per account (as of February 2009, 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 Portfolio. 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
Portfolio or are paid directly by the Portfolio. Certain additional
out-of-pocket expenses, including costs of computer hardware and software, third
party record-keeping fees in excess of 0.25%, and processing of proxy
statements, may only be reimbursed by the Fund/Portfolio with the prior approval
of the Portfolio's Board.

For the fiscal year ended April 30, 2009, the amounts charged to each
Portfolio's Service Shares by DISC were as follows:

<TABLE>
<CAPTION>
Fund                                                    Class                    Total
----                                                    -----                    -----

<S>                                                <C>                      <C>
Money Market Portfolio                             Service Shares           $2,829,342
Government & Agency Securities Portfolio           Service Shares             $412,420
Tax-Exempt Portfolio                               Service Shares             $195,054
</TABLE>

For the fiscal year ended April 30, 2008, the amounts charged to each
Portfolio's Service Shares by DISC were as follows:

<TABLE>
<CAPTION>
Fund                                         Class                    Total                    Amount Waived
----                                         -----                    -----                    -------------

<S>                                                               <C>                          <C>
Money Market Portfolio                   Service Shares           $2,976,021                   $367,907
Government & Agency Securities
Portfolio                                Service Shares             $203,432                    $12,328
Tax-Exempt Portfolio                     Service Shares             $146,930                    $21,423

For the fiscal year ended April 30, 2007, the amounts charged to each
Portfolio's Service Shares by DISC were as follows:

Fund                                         Class                    Total                    Amount Waived
----                                         -----                    -----                    -------------

Money Market Portfolio                   Service Shares           $2,565,431                   $772,548
Government & Agency Securities
Portfolio                                Service Shares             $140,440                    $43,824
Tax-Exempt Portfolio                     Service Shares              $56,004                     $9,828
</TABLE>


Pursuant to a sub-transfer agency agreement between DISC and DST Systems, Inc.
("DST"), DISC has delegated certain transfer agent, dividend paying agent and
shareholder servicing agent functions to DST. The costs and expenses of such
delegation are borne by DISC, not by the Portfolios.

Legal Counsel

Vedder Price P.C., 222 North LaSalle Street, Chicago, Illinois 60601, serves as
legal counsel to the Portfolios.

Ropes & Gray LLP, One International Place, Boston, MA 02110-2624, serves as
counsel to the Independent Trustees.


Independent Registered Public Accounting Firm

The financial highlights of each Portfolio included in each Portfolio's
prospectus and the financial statements incorporated by reference in this SAI
have been so included or incorporated by reference in reliance on the report of
Ernst & Young LLP, 200 Clarendon Street, Boston, MA 02116, Independent
Registered Public Accounting Firm, given on said firm as experts in auditing and
accounting. Ernst & Young LLP audits the financial statements of the Portfolios
and provides other audit, tax and related services. Shareholders will receive
annual audited financial statements and semi-annual unaudited financial
statements.

Fund Accounting Agent

DWS Investments Fund Accounting Corporation ("DIFA"), One Beacon Street, Boston,
Massachusetts, 02108, a subsidiary of the Advisor, is responsible for
determining the daily net asset value per share of Money Market Portfolio and
maintaining portfolio and general accounting records. Currently, DIFA receives
no fee for its services to Money Market Portfolio; however, subject to Board
approval, at some time in the future, DIFA may seek payment for its services
under this fund accounting agreement.

Pursuant to an agreement among the Advisor, DIFA and SSB (the "Sub-Accounting
and Sub-Administrator Agreement"), DIFA and the Advisor have delegated certain
fund accounting functions to SSB under the fund accounting agreement. The costs
and expenses of such delegation are borne by the Advisor and DIFA, not by the
Portfolios.

                             PORTFOLIO TRANSACTIONS


The Advisor is generally responsible for placing the orders for the purchase and
sale of portfolio securities, including the allocation of brokerage.

The policy of the Advisor in placing orders for the purchase and sale of
securities for the Portfolios 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
Portfolios 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
Portfolios to their customers. However, the Advisor does not consider sales of
shares of the Portfolios as a factor in the selection of broker-dealers to
execute portfolio transactions for the Portfolios and, accordingly, has
implemented policies and procedures reasonably designed to prevent its traders
from considering sales of shares of the Portfolios as a factor in the selection
of broker-dealers to execute portfolio transactions for the Portfolios.

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) of the 1934 Act and interpretations
thereunder. Provided a Subadvisor is acting in accordance with any instructions
and directions of the Advisor or the Board, the Subadvisor is authorized to pay
a broker or dealer who provides third party brokerage and research services a
commission for executing a portfolio transaction for a Portfolio, if the
Subadvisor determines in good faith that such commission was reasonable in
relation to the value of the third party brokerage and research services
provided by such broker or dealer.


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 Portfolios' 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 Portfolios and
receive brokerage commissions or other transaction-related compensation from the
Portfolios 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 Portfolios' Boards, 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 Portfolios
a rate consistent with that charged to comparable unaffiliated customers in
similar transactions.

During the last three fiscal years the Portfolios paid no brokerage commissions.

                        PURCHASE AND REDEMPTION OF SHARES

General Information

Policies and procedures affecting transactions in Portfolio 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 Portfolio's agents. Transaction delays in
processing (and changing account features) due to circumstances within or beyond
the control of the Portfolio and its agents may occur. Shareholders (or their
financial service 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 be genuine.

A distribution will be reinvested in shares of the same Portfolio and class if
the distribution check is returned as undeliverable.

Orders will be confirmed at a price based on the net asset value of the
Portfolio next determined after receipt in good order by DIDI of the order
accompanied by payment. However, orders received by dealers or other financial
services firms prior to the determination of net asset value and received in
good order by DIDI prior to the close of its business day will be confirmed at a
price based on the net asset value effective on that day ("trade date").

Use of Financial Services Firms. Investment dealers and other firms ("Firms")
provide varying arrangements for their clients to purchase and redeem a
Portfolio'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 a Portfolio's shares in nominee or street name as agent for and on behalf
of their customers. In such instances, a Portfolio's transfer agent, DISC (the
"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
Portfolios have authorized the Shareholder Service Agent to pay to these Firms,
out of the Portfolios' assets, up to 0.25 of 1% 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 Portfolio and other similar functions.
These Firms also coordinate with the Transfer Agent in connection with a
Portfolio'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 Portfolios have authorized one or more financial service institutions,
including certain members of the Financial Industry Regulatory Authority other
than the Distributor ("financial institutions"), to accept purchase and
redemption orders for the Portfolios' shares. Such financial institutions may
also designate other parties, including plan administrator intermediaries, to
accept purchase and redemption orders on the Portfolios' behalf. Orders for
purchases or redemptions will be deemed to have been received by the Portfolios
when such financial institutions or, if applicable, their authorized designees
accept the orders. Subject to the terms of the contract between the Portfolios
and the financial institution, ordinarily orders will be priced at the
Portfolios' net asset value next computed after acceptance by such financial
institution or its authorized designees and accepted by the Portfolios. Further,
if purchases or redemptions of the Portfolios' 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 Trustees and the Distributor, also the
Portfolios' principal underwriter, each has the right to limit the amount of
purchases by, and to refuse to sell to, any person. The Trustees and the
Distributor may suspend or terminate the offering of shares of the Portfolios at
any time for any reason.

DIDI has adopted an Incentive Plan (the "Plan") covering wholesalers that are
regional vice presidents ("DWS Investments Wholesalers"). Generally, DWS
Investments Wholesalers market shares of the DWS funds to financial advisors,
who in turn may recommend that investors purchase shares of a DWS fund. The Plan
is an incentive program that combines a monthly incentive component with a
quarterly strategic bonus component. Under the Plan, DWS Investments Wholesalers
will receive a monetary monthly incentive based on the amount of sales generated
from their marketing of the funds, and that incentive will differ depending on
the product category of the fund. Each fund is assigned to one of three product
categories -- "Focus list funds," "Extended list funds" or "Index funds" --
taking into consideration, among other things, the following criteria, where
applicable:

o        The fund's consistency with DWS Investments' branding and long-term
         strategy.

o        The fund's competitive performance;

o        The fund's Morningstar rating;

o        The length of time the fund's portfolio managers have managed the
         fund/strategy

o        Market size for the fund category;

o        The fund's size, including sales and redemptions of the fund's shares

This information and other factors are presented to a committee comprised of
representatives from various groups within DWS Investments, who review on a
quarterly basis the funds assigned to each product category described above, and
make any changes to those assignments at that time. No one factor, whether
positive or negative, determines a fund's placement in a given category; all
these factors together are considered, and the designation of funds on the Focus
list and Extended list represents management's judgment based on the above
criteria. In addition, management may consider a fund's profile over the course
of several review periods before making a change to its category assignment.
These category assignments will be posted quarterly to the DWS funds' Web site
at www.dws-investments.com, approximately one month after the end of each
quarter. DWS Investments Wholesalers receive the highest compensation for Focus
list funds, less for Extended list funds and the lowest for Index funds. The
level of compensation among these categories may differ significantly.

In the normal course of business, DWS Investments will from time to time
introduce new funds into the DWS family of funds. As a general rule, new funds
will be assigned to the Focus list compensation category. As described above,
the fund category assignments are reviewed periodically and are subject to
change.

The prospect of receiving, or the receipt of, additional compensation by a DWS
Investments Wholesaler under the Plan may provide an incentive to favor
marketing the Focus list or Extended list funds over Index funds. The Plan,
however, will not change the price that investors pay for shares of a fund. The
DWS Investments Compliance Department monitors DWS Investments Wholesaler sales
and other activity in an effort to detect unusual activity in the context of the
compensation structure under the Plan. However, investors may wish to take the
Plan and the product category of the fund into account when considering
purchasing a fund or evaluating any recommendations relating to fund shares.


Purchase of Shares

Shares of each Portfolio are sold at net asset value through selected financial
services firms, such as broker-dealers and banks ("firms"). Investors must
indicate the Portfolio in which they wish to invest. Each Portfolio has
established a minimum initial investment for Service Shares of each Portfolio of
$1,000 ($50 for automatic investment plans) and $100 for subsequent investments,
but these minimums may be changed at anytime in management's discretion. Firms
offering Portfolio shares may set higher minimums for accounts they service and
may change such minimums at their discretion. The Trust may waive the minimum
for purchases by trustees, directors, officers or employees of the Trust or the
Advisor and its affiliates.

Each Portfolio seeks to have their investment portfolios as fully invested as
possible at all times in order to achieve maximum income. Since each Portfolio
will be investing in instruments that normally require immediate payment in
Federal Funds (monies credited to a bank's account with its regional Federal
Reserve Bank), each Portfolio has adopted procedures for the convenience of its
shareholders and to ensure that each Portfolio receives investable funds. An
investor wishing to open an account should use the Account Information Form
available from the Trust or financial services firms. Orders for the purchase of
shares that are accompanied by a check drawn on a foreign bank (other than a
check drawn on a Canadian bank in US Dollars) will not be considered in proper
form and will not be processed unless and until a Portfolio determines that it
has received payment of the proceeds of the check. The time required for such a
determination will vary and cannot be determined in advance.


Please contact your financial advisor for wire instructions and purchase orders.

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 Portfolio shares or the retention and/or servicing of
investors and Portfolio 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
Portfolio, to financial advisors in connection with the sale and/or distribution
of Portfolio shares or the retention and/or servicing of Portfolio investors and
Portfolio 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
portfolio, any record keeping/sub-transfer agency/networking fees payable by
each Portfolio (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 Portfolio with
"shelf space" or access to a third party platform or portfolio offering list, or
other marketing programs including, without limitation, inclusion of each
Portfolio 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 Portfolio
attributable to the financial advisor, the particular portfolio or portfolio
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 Portfolio serviced and maintained by the financial advisor, .05%
to .25% of sales of the Portfolio 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 Portfolio or of any particular
share class of the Portfolio. 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 Portfolio.

The Advisor, the Distributor and/or their affiliates may also make such revenue
sharing payments to financial advisors under the terms discussed above in
connection with the distribution of both DWS funds and non-DWS funds by
financial advisors to retirement plans that obtain record keeping services from
ADP, Inc. on the DWS Investments branded retirement plan platform (the
"Platform") with the level of revenue sharing payments being based upon sales of
both the DWS funds and the non-DWS funds by the financial advisor on the
Platform or current assets of both the DWS funds and the non-DWS funds serviced
and maintained by the financial advisor on the Platform.

As of the date hereof, each Portfolio has been advised that the Advisor, the
Distributor and their affiliates expect that the following firms will receive
revenue sharing payments at different points during the coming year as described
above:

Channel: Broker-Dealers and Financial Advisors
----------------------------------------------
AIG Advisors Group
Ameriprise
Cadaret, Grant & Co. Inc.
Capital Analyst, Incorporated
Citigroup Global Markets, Inc. (dba Smith Barney)
Commonwealth Equity Services, LLP (dba Commonwealth Financial Network)
Deutsche Bank Group
Ensemble Financial Services
First Allied Securities
First Clearing/Wachovia Securities
HD Vest Investment Securities, Inc.
ING Advisors Network
John Hancock Distributors LLC
LPL Financial
M.L. Stern & Co.
Meridien Financial Group
Merrill Lynch, Pierce, Fenner & Smith Inc.
Morgan Stanley
Oppenheimer & Co., Inc.
PlanMember Services
Prime Capital Inc.
Raymond James & Associates
Raymond James Financial Services
RBC Dain Rauscher, Inc
Securities America, Inc.
UBS Financial Services
Wells Fargo Investments, LLC

Channel: Cash Product Platform
------------------------------
Allegheny Investments LTD
Bank of America
Bank of New York (Hare & Co.)
BMO Capital Markets
Brown Brothers Harriman
Brown Investment Advisory & Trust Company
Cadaret Grant & Co.
Chicago Mercantile Exchange
D.A. Davidson & Company
Deutsche Bank Group
Emmett A. Larkin Company
Fiduciary Trust Co. - International
First Southwest Company
J.P. Morgan Clearing Corp.
Legent Clearing LLC
Lincoln Investment Planning
LPL Financial
Mellon Financial Markets LLC
Mesirow Financial, Inc.
Penson Financial Services
Pershing Choice Platform
ProFunds Distributors, Inc.
Ridge Clearing & Outsourcing Solutions
Robert W. Baird & Co.
Romano Brothers and Company
SAMCO Capital Markets
Smith Moore & Company
Sungard Institutional Brokerage Inc.
Treasury Curve LLC
US Bancorp
UBS Financial Services
William Blair & Company

Channel: Third Party Insurance Platforms
----------------------------------------
Allstate Life Insurance Company of New York
Ameritas Life Insurance Group
Annuity Investors Life Insurance Company
Columbus Life Insurance Company
Commonwealth Annuity and Life Insurance Company
Companion Life Insurance Company
Connecticut General Life Insurance Company
EquiTrust Life Insurance Company
Farm Bureau Life Insurance Company
Farmers New World Life Insurance Company
Fidelity Security Life Insurance Company
First Allmerica Financial Life Insurance Company
First Great West Life and Annuity Company
Genworth Life Insurance Company of New York
Genworth Life and Annuity Insurance Company
Great West Life and Annuity Insurance Company
Hartford Life Insurance Company
Integrity Life Insurance Company
John Hancock Life Insurance companies
Kemper Investors Life Insurance Company
Lincoln Benefit Life Insurance Company
Lincoln Life & Annuity Company of New York
Lincoln National Life Insurance Company
Massachusetts Mutual Life Insurance Group
MetLife Group
Minnesota Life Insurance Company
National Life Insurance Company
National Integrity Life Insurance Company
Nationwide Group
New York Life Insurance and Annuity Corporation
Phoenix Life Insurance Company
Protective Life Insurance
Provident Mutual Life Insurance
Prudential Insurance Company of America
Sun Life Group
Symetra Life Insurance Company
Transamerica Life Insurance Company
Union Central Life Insurance Company
United of Omaha Life Insurance Company
United Investors Life Insurance Company
Western Southern Life Assurance Company

Any additions, modifications or deletions to the financial advisors identified
above that have occurred since the date hereof are not reflected.

The Advisor, the Distributor or their affiliates may enter into additional
revenue sharing arrangements or change or discontinue existing arrangements with
financial advisors at any time without notice.

The prospect of receiving, or the receipt of additional compensation or
promotional incentives described above by financial advisors may provide such
financial advisors and/or their salespersons with an incentive to favor sales of
shares of the DWS funds or a particular DWS fund over sales of shares of mutual
funds (or non-mutual fund investments) with respect to which the financial
advisor does not receive additional compensation or promotional incentives, or
receives lower levels of additional compensation or promotional incentives.
Similarly, financial advisors may receive different compensation or incentives
that may influence their recommendation of any particular share class of a
Portfolio or of other portfolios. These payment arrangements, however, will not
change the price that an investor pays for Portfolio shares or the amount that a
Portfolio receives to invest on behalf of an investor and will not increase
Portfolio expenses. You may wish to take such payment arrangements into account
when considering and evaluating any recommendations relating to Portfolio 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 a
Portfolio 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 a Portfolio. 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.


Redemption of Shares

General

Although it is each Portfolio's present policy to redeem in cash, a Portfolio
(for Money Market Portfolio and Government & Agency Securities Portfolio, upon
consent of a redeeming shareholder) may pay the redemption price by a
distribution of portfolio securities in lieu of cash, in conformity with the
applicable regulatory requirements, taking such securities at the same value
used to determine net asset value, and selecting the securities in such manner
as may be deemed fair and equitable. If such a distribution occurs, 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 redemption would not be as liquid as a redemption entirely in cash. The
Trust has elected to be governed by Rule 18f-1 under the 1940 Act pursuant to
which the Trust is obligated to redeem shares solely in cash up to the lesser of
$250,000 or 1% of the net assets of that Portfolio during any 90-day period for
any one shareholder of record.

If shares of a Portfolio to be redeemed were purchased by check or through
certain Automated Clearing House ("ACH") transactions, the Portfolio 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 Portfolio of the purchase amount. Shareholders may not use
ACH or Redemption Checks (defined below) until the shares being redeemed have
been owned for at least 10 days and shareholders may not use such procedures to
redeem shares held in certificated form. There is no delay when shares being
redeemed were purchased by wiring Federal Funds.

If shares being redeemed were acquired from an exchange of shares of a mutual
fund that were offered subject to a contingent deferred sales charge as
described in the prospectus for that other fund, the redemption of such shares
by a Portfolio may be subject to a contingent deferred sales charge as explained
in such prospectus.

Shareholders can request the following telephone privileges: expedited wire
transfer redemptions, ACH transactions and exchange transactions for individual
and institutional accounts and pre-authorized telephone redemption transactions
for certain institutional accounts. Shareholders may choose these privileges on
the account application or by contacting the Shareholder Service Agent for
appropriate instructions. Please note that the telephone exchange privilege is
automatic unless the shareholder refuses it on the account application. The
Trust 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 Trust or its agents reasonably believe, based upon reasonable
verification procedures, that the telephone instructions are genuine. The
shareholder will bear the risk of loss, resulting from fraudulent or
unauthorized transactions, as long as the reasonable verification procedures are
followed. The verification procedures include recording instructions, requiring
certain identifying information before acting upon instructions and sending
written confirmations.

Each Portfolio reserves the right to redeem an account that falls below the
minimum investment level. Thus, a shareholder who makes only the minimum initial
investment and then redeems any portion thereof might have the account redeemed.
A shareholder will be notified in writing and will be allowed 60 days to make
additional purchases to bring the account value up to the minimum investment
level before a Portfolio redeems the shareholder account.

Financial services firms provide varying arrangements for their clients to
redeem Portfolio shares. Such firms may independently establish and charge
amounts to their clients for such services.

Regular Redemptions. When shares are held for the account of a shareholder by
the Trust's transfer agent, the shareholder may redeem them by sending a written
request with signatures guaranteed to DWS Investments Service Company, 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 Shareholder Service Agent,
along with a duly endorsed stock power and accompanied by a written request for
redemption. Redemption requests and a stock power must be endorsed by the
account holder with signatures guaranteed by a commercial bank, trust company,
savings and loan association, federal savings bank, member firm of a national
securities exchange or other eligible financial institution. The redemption
request and stock power must be signed exactly as the account is registered
including any special capacity of the registered owner. 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,
trustees or guardians.

Redemption by Check/ACH Debit Disclosure. A Portfolio will accept Automated
Clearing House ("ACH") debit entries for accounts that have elected the
checkwriting 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 a Portfolio upon receipt of
an ACH debit entry referencing your account number, to redeem fund shares in
your account to pay the entry to the third party originating the debit. A
Portfolio 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. A Portfolio, the Portfolios' 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; a Portfolio will not be able to honor an
ACH debit entry if sufficient funds are not available. ACH debit entry
transactions to your Portfolio account should not be initiated or authorized by
you in amounts exceeding the amount of shares of a Portfolio then in the account
and available for redemption. A Portfolio 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 Portfolio 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 a portfolio 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 have told a Portfolio 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, a
portfolio may also require that you put your request in writing so that a
portfolio will receive it within 14 days after you call. If you order a
Portfolio to stop one of these payments three (3) business days or more before
the transfer is scheduled and a Portfolio does not do so, a Portfolio 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. 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.

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 Portfolio 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 a Portfolio sent you the first
Portfolio 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 a Portfolio 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 a Portfolio or
Shareholder Service Agent could have stopped someone from taking that money if
you had notified the Shareholder Service Agent in time.

Tell us your name and account number. Describe the error or the transfer you are
unsure about, and explain 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 Portfolio 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 a Portfolio, the Portfolios' named transfer agent or the
Shareholder Service Agent does not complete a transfer from your account on time
or in the correct amount according to a portfolio's agreement with you, a
Portfolio may be liable for your losses or damages. A Portfolio 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, a portfolio's liability
shall not exceed the amount of the transfer in question.

A Portfolio, a Portfolio's named 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 a Portfolio written permission.

The acceptance and processing of ACH debit entry transactions is established
solely for your convenience and a portfolio reserves the right to suspend,
terminate or modify your ability to redeem fund 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.

Telephone Redemptions. If the proceeds of the redemption are $50,000 or less and
the proceeds are payable to the shareholder 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, guardian and custodian account
holders, provided the trustee, executor, guardian or custodian 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, provided that this
privilege has been pre-authorized by the institutional account holder or
guardian account holder by written instruction to the Shareholder Service Agent
with signatures guaranteed. Telephone requests may be made by calling (800)
231-8568. Shares purchased by check or through certain ACH transactions may not
be redeemed under this privilege of redeeming shares by telephone request until
such check has cleared or, if a purchase is made by ACH, the funds will be
placed under a 10 day calendar hold to ensure good funds. 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 certificate 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
Shareholder Service Agent by telephone, it may be difficult to use the telephone
redemption privilege, although investors can still redeem by mail. Each
Portfolio reserves the right to terminate or modify this privilege at any time.

Redemptions By Draft. Upon request, shareholders will be provided with drafts to
be drawn on a Portfolio ("Redemption Checks"). These Redemption Checks may be
made payable to the order of any person for not more than $5 million.
Shareholders should not write Redemption Checks in an amount less than $250
since a $10 service fee will be charged as described below. When a Redemption
Check is presented for payment, a sufficient number of full and fractional
shares in the shareholder's account will be redeemed as of the next determined
net asset value to cover the amount of the Redemption Check. This will enable
the shareholder to continue earning dividends until a Portfolio receives the
Redemption Check. A shareholder wishing to use this method of redemption must
complete and file an Account Application which is available from each Portfolio
or firms through which shares were purchased. Redemption Checks should not be
used to close an account since the account normally includes accrued but unpaid
dividends. Each Portfolio reserves the right to terminate or modify this
privilege at any time. This privilege may not be available through some firms
that distribute shares of each Portfolio. In addition, firms may impose minimum
balance requirements in order to offer this feature. Firms may also impose fees
to investors for this privilege or establish variations of minimum check amounts
if approved by each Portfolio.

Unless one signer is authorized on the Account Application, Redemption Checks
must be signed by all account holders. Any change in the signature authorization
must be made by written notice to the Shareholder Service Agent. Shares
purchased by check or through certain ACH transactions may not be redeemed by
Redemption Check until the shares have been owned for at least 10 days.
Shareholders may not use this procedure to redeem shares held in certificate
form. Each Portfolio reserves the right to terminate or modify this privilege at
any time.

A Portfolio may refuse to honor Redemption Checks whenever the right of
redemption has been suspended or postponed, or whenever the account is otherwise
impaired. A $10 service fee will be charged when a Redemption Check is presented
to redeem Portfolio shares in excess of the value of a Portfolio account or in
an amount less than $250; when a Redemption Check is presented that would
require redemption of shares that were purchased by check or certain ACH
transactions within 10 days; or when "stop payment" of a Redemption Check is
requested.

Special Redemption Features. Certain firms that offer Service Shares of a
Portfolio also provide special redemption features through charge or debit cards
and checks that redeem Portfolio Service Shares. Various firms have different
charges for their services. Shareholders should obtain information from their
firm with respect to any special redemption features, applicable charges,
minimum balance requirements and special rules of the cash management program
being offered.

Special Features

Exchange Privilege. Shareholders may request a taxable exchange of their shares
for shares of the corresponding class of other DWS Funds without imposition of a
sales charge, subject to the provisions below.

Shareholders who exchange their shares out of a DWS money market fund (not
including shares acquired by dividend reinvestment or by exchange from Class A
shares of another DWS fund) into Class A shares of certain other DWS funds, will
generally be subject to the applicable sales charge.

Certain DWS funds may not be available to shareholders on an exchange. To learn
more about which DWS funds may be available on exchange, please contact your
financial services firm or visit our Web site at: www.dws-investments.com or
call (800) 231-8568.

Shareholders may obtain prospectus(es) of the DWS fund they are exchanging into
from dealers, other firms or DIDI.


Automatic Withdrawal Program. An owner of $5,000 or more of a Portfolio's
Service Shares may provide for the payment from the owner's account of any
requested dollar amount up to $50,000 to be paid to the owner or the owner's
designated payee monthly, quarterly, semi-annually or annually. The $5,000
minimum account size is not applicable to Individual Retirement Accounts
("IRAs"). Dividend distributions will be reinvested automatically at net asset
value. A sufficient number of full and fractional shares will be redeemed to
make the designated payment. Depending upon the size of the payments requested,
redemptions for the purpose of making such payments may reduce or even exhaust
the account. The program may be amended on thirty days notice by a Portfolio and
may be terminated at any time by the shareholder or a Portfolio. Firms provide
varying arrangements for their clients to redeem shares of a Portfolio on a
periodic basis. Such firms may independently establish minimums for such
services.

Tax-Sheltered Retirement Programs. The Shareholder Service Agent provides
retirement plan services and documents and DIDI can establish your account in
any of the following types of retirement plans:

o        IRAs trusteed by SSB. This includes Simplified Employee Pension Plan
         (SEP) IRA accounts and prototype documents.

o        403(b) Custodial Accounts also trusteed by SSB. 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 contribution per participant is the
         lesser of 25% of compensation or $30,000.

Brochures describing the above plans as well as providing model defined benefit
plans, target benefit plans, 457 plans, 401(k) plans and materials for
establishing them are available from the Shareholder Service Agent upon request.
The brochures for plans trusteed by SSB describe the current fees payable to SSB
for its services as trustee. Investors should consult with their own tax
advisors before establishing a retirement plan.

Electronic Funds Transfer Programs. For your convenience, the Trust has
established several investment and redemption programs using electronic funds
transfer via the Automated Clearing House (ACH). There is currently no charge by
the Trust for these programs. To use these features, your financial institution
(your employer's financial institution in the case of payroll deposit) must be
affiliated with an Automated Clearing House (ACH). This ACH affiliation permits
the Shareholder Service Agent to electronically transfer money between your bank
account, or employer's payroll bank in the case of Direct Deposit, and your
account. Your bank's crediting policies of these transferred funds may vary.
These features may be amended or terminated at any time by the Trust.
Shareholders should contact DWS Investments Service Company at (800) 231-8568 or
the financial services firm through which their account was established for more
information. These programs may not be available through some firms that
distribute shares of the Portfolios.

                                    DIVIDENDS

Dividends are declared daily and paid monthly. Shareholders will receive
dividends in additional shares unless they elect to receive cash. Dividends will
be reinvested monthly in shares of a Portfolio at net asset value on the last
business day of each month for the Portfolios if a business day, otherwise on
the next business day. Dividends are treated the same for federal income tax
purposes whether received in cash or reinvested in additional shares. A
Portfolio will pay shareholders who redeem their entire accounts all unpaid
dividends at the time of the redemption not later than the next dividend payment
date. Upon written request to the Shareholder Service Agent, a shareholder may
elect to have Portfolio dividends invested without sales charge in shares of
another DWS Mutual Fund offering this privilege at the net asset value of such
other fund. See "Special Features -- Exchange Privilege" for a list of such
other DWS Mutual Funds. To use this privilege of investing Portfolio dividends
in shares of another DWS Mutual Fund, shareholders must maintain a minimum
account value of $1,000 in this Portfolio and must maintain a minimum account
value of $1,000 in the fund in which dividends are reinvested.

Each Portfolio calculates its dividends based on its daily net investment
income. For this purpose, the net investment income of a Portfolio generally
consists of (a) accrued interest income plus or minus amortized discount or
premium (excluding market discount for the Tax-Exempt Portfolio), (b) plus or
minus all short-term realized gains and losses on investments and (c) minus
accrued expenses allocated to the Portfolio. Expenses of each Portfolio are
accrued each day. Dividends are reinvested monthly and shareholders will receive
monthly confirmations of dividends and of purchase and redemption transactions
except that confirmations of dividend reinvestment for IRAs and other fiduciary
accounts for which SSB acts as trustee will be sent quarterly.

If the shareholder elects to receive dividends in cash, checks will be mailed
monthly, within five business days of the reinvestment date (described below),
to the shareholder or any person designated by the shareholder. At the option of
the shareholder, cash dividends may be sent by Federal Funds wire. Shareholders
may request to have dividends sent by wire on the Account Application or by
contacting the Shareholder Service Agent (see "Purchase of Shares"). A Portfolio
reinvests dividend checks (and future dividends) in shares of the Portfolio if
checks are returned as undeliverable. Dividends and other distributions in the
aggregate amount of $10 or less are automatically reinvested in shares of a
Portfolio unless the shareholder requests that such policy not be applied to the
shareholder's account.

                                      TAXES

The following is intended to be a general summary of certain federal income tax
consequences of investing in the Portfolios. It is not intended as a complete
discussion of all such consequences, nor does it purport to deal with all
categories of investors or foreign, state or local taxes. Investors are
therefore advised to consult with their tax advisors before making an investment
in a Portfolio.

Taxable Portfolios. The Money Market Portfolio and the Government & Agency
Securities Portfolio each have elected to be treated and have qualified, and
intend to continue to qualify, as a regulated investment company under
Subchapter M of the Internal Revenue Code of 1986, as amended (the "Code"), and,
if so qualified, will not be subject to federal income taxes to the extent its
earnings are distributed. Dividends derived from interest and short-term capital
gains are taxable to shareholders as ordinary income whether received in cash or
reinvested in additional shares. Long-term capital gains distributions, if any,
are taxable as long-term capital gains regardless of the length of time
shareholders have owned their shares. Dividends from these Portfolios are not
expected to be treated as qualified dividend income or qualify for the dividends
received deduction available to corporate shareholders.

Tax-Exempt Portfolio. The Tax-Exempt Portfolio has elected to be treated and has
qualified, and intends to continue to qualify, under the Code as a regulated
investment company and, if so qualified, will not be liable for federal income
taxes to the extent its earnings are distributed. This Portfolio also intends to
meet the requirements of the Code applicable to regulated investment companies
distributing tax-exempt interest dividends and, accordingly, dividends
representing net tax-exempt interest received by the Portfolio will not be
included by shareholders in their gross income for federal income tax purposes,
except to the extent such interest is subject to the alternative minimum tax as
discussed below. In order for the Portfolio to qualify to pay exempt-interest
dividends, the Code requires that at the close of each quarter of the
Portfolio's taxable year, at least 50 percent of the value of the Portfolio's
total assets consist of obligations the interest on which is exempt from federal
income tax. Dividends representing taxable net investment income (such as net
interest income from temporary investments in obligations of the US Government)
and net short-term capital gains, if any, are taxable to shareholders as
ordinary income. Net interest on certain "private activity bonds" issued on or
after August 8, 1986 is treated as an item of tax preference and may, therefore,
be subject to both the individual and corporate alternative minimum tax. To the
extent provided by regulations to be issued by the Secretary of the Treasury,
exempt-interest dividends from the Tax-Exempt Portfolio are to be treated as
interest on private activity bonds in proportion to the interest income the
Portfolio receives from private activity bonds, reduced by allowable deductions.

Exempt-interest dividends, except to the extent of interest from "private
activity bonds," are not treated as a tax-preference item. For a corporate
shareholder, however, such dividends will be included in determining such
corporate shareholder's "adjusted current earnings." Seventy-five percent of the
excess, if any, of "adjusted current earnings" over the corporate shareholder's
other alternative minimum taxable income with certain adjustments will be a
tax-preference item. Corporate shareholders are advised to consult their tax
advisors with respect to alternative minimum tax consequences.

Shareholders will be required to disclose on their federal income tax returns
the amount of tax-exempt interest earned during the year, including
exempt-interest dividends received from the Tax-Exempt Portfolio.

Individuals whose modified income exceeds a base amount will be subject to
federal income tax on up to 85% of their Social Security benefits. Modified
income includes adjusted gross income, tax-exempt interest, including
exempt-interest dividends from the Tax-Exempt Portfolio, and 50% of Social
Security benefits.

The tax exemption of dividends from the Tax-Exempt Portfolio for federal income
tax purposes does not necessarily result in exemption under the income or other
tax laws of any state or local taxing authority. The laws of the several states
and local taxing authorities vary with respect to the taxation of such income
and shareholders of the Portfolios are advised to consult their own tax advisors
as to the status of their accounts under state and local tax laws.

Dividends or distributions declared in October, November or December to
shareholders of record as of a date in one of those months and paid during the
following January are treated as paid on December 31 of the calendar year in
which declared for federal income tax purposes. The Portfolios may adjust their
schedule for dividend reinvestment for the month of December to assist in
complying with the reporting and minimum distribution requirements contained in
the Code. Each Portfolio is required by federal income tax law to withhold a
portion of dividends (including exempt-interest dividends) and redemption
proceeds paid to certain shareholders who do not furnish a correct taxpayer
identification number (in the case of most individuals, a social security
number) and in certain other circumstances. Trustees of qualified retirement
plans and 403(b)(7) accounts are required by law to withhold 20% of the taxable
portion of any distribution that is eligible to be "rolled over." The 20%
withholding requirement does not apply to distributions from IRAs or any part of
a distribution that is transferred directly to another qualified retirement
plan, 403(b)(7) account, or IRA. Shareholders should consult their tax advisors
regarding the 20% withholding requirement.

Interest on indebtedness which is incurred to purchase or carry shares of the
Tax-Exempt Portfolio is not deductible for federal income tax purposes to the
extent that the Portfolio distributes exempt-interest dividends during the
taxable year. Further, the Tax-Exempt Portfolio may not be an appropriate
investment for entities or persons who are "substantial users" of facilities
financed by private activity bonds or certain industrial development bonds held
by the Tax-Exempt Portfolio or are "related persons" to such users; such persons
should consult their tax advisors before investing in the Tax-Exempt Portfolio.

Shareholders normally will receive monthly confirmations of dividends and of
purchase and redemption transactions except that confirmations of dividend
reinvestment for IRAs and other fiduciary accounts for which SSB serves as
trustee will be sent quarterly. Firms may provide varying arrangements with
their clients with respect to confirmations. Tax information will be provided
annually. Shareholders are encouraged to retain copies of their account
confirmation statements or year-end statements for tax reporting purposes.
However, those who have incomplete records may obtain historical account
transaction information at a reasonable fee.

Special tax rules apply to investments through defined contribution plans and
other tax-qualified plans. Shareholders should consult their tax advisor to
determine the suitability of shares of a Portfolio as an investment through such
plans and the precise effect of an investment on their particular tax situation.

INVESTORS ARE ADVISED TO CONSULT THEIR OWN TAX ADVISORS WITH RESPECT TO THE
APPLICATION OF THE ABOVE-DESCRIBED GENERAL FEDERAL INCOME TAX RULES TO THEIR OWN
CIRCUMSTANCES AND WITH RESPECT TO OTHER FEDERAL, STATE, LOCAL OR FOREIGN TAX
CONSEQUENCES TO THEM BEFORE MAKING AN INVESTMENT IN A PORTFOLIO.

                                 NET ASSET VALUE

The net asset value ("NAV") per share of each Portfolio is calculated on each
day on which a Portfolio is open for business. Each Portfolio is open for
business each day the New York Stock Exchange is open, as described in each
Portfolio's current prospectus. The NAV per share of each Portfolio is computed
by dividing the value of each Portfolio's assets less all liabilities, by the
total number of shares of each Portfolio outstanding. Although there is no
guarantee, each Portfolio's NAV per share will normally be $1.00.

Each 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 a
Portfolio would receive if it sold the instrument.

The Board has established procedures reasonably designed to stabilize each
Portfolio's NAV per share at $1.00. Under the procedures, the Advisor will
monitor and notify the Board of circumstances where a Portfolio's NAV per share
calculated by using market valuations may deviate from the $1.00 per share
calculated using amortized cost. If there were any deviation that the Board
believed would result in a material dilution or unfair result for investors or
existing shareholders, the Board would promptly consider what action, if any,
should be initiated. Such actions could include selling assets prior to maturity
to realize capital gains or losses; shortening average maturity of the
portfolio; withholding or reducing dividends; redeeming shares in kind; or
valuing assets based on market valuations.

Market valuations are obtained by using actual quotations provided by market
makers, estimates of market value, or values obtained from yield data relating
to classes of money market instruments published by reputable sources at the
mean between the bid and asked prices for the instruments. In accordance with
procedures approved by the Board, in the event market quotations are not readily
available for certain portfolio assets the fair value of such portfolio assets
will be determined in good faith by each Portfolio's Pricing Committee (or, in
some cases, the Board's Valuation Committee) based upon input from the Advisor
or other third parties.



                           BOARD MEMBERS AND OFFICERS

The following table presents certain information regarding the Board Members of
the Trust. 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 Trust 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 Trust. Because the Portfolios do 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 Trust and Length of     Business Experience and                                        in DWS Fund
 Time Served(1)                   Directorships During the Past 5 Years                          Complex Overseen
--------------------------------------------------------------------------------------------------------------------
<S>                               <C>                                                                   <C>
Paul K. Freeman                   Consultant, World Bank/Inter-American Development Bank;               125
(1950)                            Governing Council of the Independent Directors Council
Chairperson since 2009, and       (governance, executive committees); formerly: Project Leader,
Board Member since 1993           International Institute for Applied Systems Analysis
                                  (1998-2001); Chief Executive Officer, The Eric Group, Inc.
                                  (environmental insurance) (1986-1998)
--------------------------------------------------------------------------------------------------------------------
John W. Ballantine (1946)         Retired; formerly: Executive Vice President and Chief Risk            125
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:               125
 Board Member since               Association of Public Television Stations; Becton Dickinson
 1990                             and Company(2) (medical technology company); Belo
                                  Corporation(2) (media company); Boston Museum of Science;
                                  Public Radio International; PRX, The Public Radio Exchange;
                                  The PBS Foundation; former Directorships: American Public
                                  Television; Concord Academy; New England Aquarium; Mass.
                                  Corporation for Educational Telecommunications; Committee for
                                  Economic Development; Public Broadcasting Service
--------------------------------------------------------------------------------------------------------------------
Dawn-Marie Driscoll (1946)        President, Driscoll Associates (consulting firm); Executive           125
Board Member since 1987           Fellow, Center for Business Ethics, Bentley University;
                                  formerly: Partner, Palmer & Dodge (1988-1990); Vice President
                                  of Corporate Affairs and General Counsel, Filene's
                                  (1978-1988); Directorships: Trustee of 20 open-end mutual
                                  funds managed by Sun Capital Advisers, Inc. (since 2007);
                                  Director of ICI Mutual Insurance Company (since 2007);
                                  Advisory Board, Center for Business Ethics, Bentley
                                  University; Trustee, Southwest Florida Community Foundation
                                  (charitable organization); former Directorships: Investment
                                  Company Institute (audit, executive, nominating committees)
                                  and Independent Directors Council (governance, executive
                                  committees)
--------------------------------------------------------------------------------------------------------------------
Keith R. Fox (1954)               Managing General Partner, Exeter Capital Partners (a series           125
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           125
(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,         125
(1946)                            Finance Department, The Wharton School, University of
Board Member since                Pennsylvania (since July 1972); Co-Director, Wharton
1990                              Financial Institutions Center (since July 2000); Director,
                                  Japan Equity Fund, Inc. (since September 2007), Thai Capital
                                  Fund, Inc. (since September 2007), Singapore Fund, Inc.
                                  (since September 2007); formerly: Vice Dean and Director,
                                  Wharton Undergraduate Division (July 1995-June 2000);
                                  Director, Lauder Institute of International Management
                                  Studies (July 2000-June 2006)
--------------------------------------------------------------------------------------------------------------------
William McClayton (1944)          Managing Director, Diamond Management & Technology                    125
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             125
(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); Director,
                                  CardioNet, Inc.(2) (2009-present) (health care); formerly:
                                  Executive Vice President, The Glenmede Trust Company
                                  (investment trust and wealth management) (1983 to 2004);
                                  Board Member, Investor Education (charitable organization)
                                  (2004-2005); Director, Viasys Health Care(2) (January
                                  2007-June 2007)
--------------------------------------------------------------------------------------------------------------------
William N. Searcy, Jr.            Private investor since October 2003; Trustee of 20 open-end           125
(1946)                            mutual funds managed by Sun Capital Advisers, Inc. (since
Board Member since                October 1998); formerly: Pension & Savings Trust Officer,
1993                              Sprint Corporation(2) (telecommunications) (November
                                  1989-September 2003)
--------------------------------------------------------------------------------------------------------------------
Jean Gleason Stromberg            Retired; formerly: Consultant (1997-2001); Director, US               125
(1943)                            Government Accountability Office (1996-1997); Partner,
Board Member since                Fulbright & Jaworski, L.L.P. (law firm) (1978-1996);
1997                              Directorships: The William and Flora Hewlett Foundation;
                                  Business Leadership Council, Wellesley College; former
                                  Directorships: Service Source, Inc., Mutual Fund Directors
                                  Forum (2002-2004), American Bar Retirement Association
                                  (funding vehicle for retirement plans) (1987-1990 and
                                  1994-1996)
--------------------------------------------------------------------------------------------------------------------
Robert H. Wadsworth (1940)        President, Robert H. Wadsworth & Associates, Inc. (consulting         128
Board Member since 1999           firm) (1983 to present); Director, The Phoenix Boys Choir
                                  Association
--------------------------------------------------------------------------------------------------------------------

Interested Board Member

--------------------------------------------------------------------------------------------------------------------
 Name, Year of Birth, Position                                                                   Number of Funds
 with the Trust and Length of     Business Experience and                                        in DWS Fund
 Time Served(1)                   Directorships During the Past 5 Years                          Complex Overseen
--------------------------------------------------------------------------------------------------------------------
 Axel Schwarzer(3)                Managing Director(4), Deutsche Asset Management; Head of              125
 (1958)                           Deutsche Asset Management Americas; CEO of DWS Investments;
 Board Member since               relocated to Germany in July 2009 as Vice Chairman(4) of
 2006                             Deutsche Asset Management and Member of the Management Board
                                  of DWS Investments, responsible for Global Relationship
                                  Management; formerly: board member of DWS Investments,
                                  Germany (1999-2005); Head of Sales and Product Management for
                                  the Retail and Private Banking Division of Deutsche Bank in
                                  Germany (1997-1999); various strategic and operational
                                  positions for Deutsche Bank Germany Retail and Private
                                  Banking Division in the field of investment funds, tax driven
                                  instruments and asset management for corporates (1989-1996)
--------------------------------------------------------------------------------------------------------------------

Officers(5)

--------------------------------------------------------------------------------------------------------------------
 Name, Year of Birth, Position
 with the Trust and Length of     Business Experience and
 Time Served(6)                   Directorships During the Past 5 Years
--------------------------------------------------------------------------------------------------------------------
 Michael G. Clark(7) (1965)       Managing Director(4), Deutsche Asset Management (2006-present); President of
 President, 2006-present          DWS family of funds; Director, ICI Mutual Insurance Company (since
                                  October 2007); formerly: Director of Fund Board Relations (2004-2006) and
                                  Director of Product Development (2000-2004), Merrill Lynch Investment Managers;
                                  Senior Vice President Operations, Merrill Lynch Asset Management (1999-2000)
--------------------------------------------------------------------------------------------------------------------
 John Millette(8) (1962)          Director(4), Deutsche Asset Management
 Vice President and Secretary,
 1999-present
--------------------------------------------------------------------------------------------------------------------
 Paul H. Schubert(7) (1963)       Managing Director(4), Deutsche Asset Management (since July 2004); formerly:
 Chief Financial Officer,         Executive Director, Head of Mutual Fund Services and Treasurer for UBS Family
 2004-present                     of Funds (1998-2004); Vice President and Director of Mutual Fund Finance at UBS
 Treasurer, 2005-present          Global Asset Management (1994-1998)
--------------------------------------------------------------------------------------------------------------------
 Caroline Pearson(8) (1962)       Managing Director(4), Deutsche Asset Management
 Assistant Secretary,
 1997-present
--------------------------------------------------------------------------------------------------------------------
 Rita Rubin(9) (1970)             Vice President and Counsel, Deutsche Asset Management (since October 2007);
 Assistant Secretary,             formerly, Vice President, Morgan Stanley Investment Management (2004-2007);
 2009-present                     Attorney, Shearman & Sterling LLP (2004); Vice President and Associate General
                                  Counsel, UBS Global Asset Management (2001-2004)
--------------------------------------------------------------------------------------------------------------------
 Paul Antosca(8)                  Director(4), Deutsche Asset Management (since 2006); formerly: Vice President,
 (1957)                           The Manufacturers Life Insurance Company (U.S.A.) (1990-2006)
 Assistant Treasurer,
 2007-present
--------------------------------------------------------------------------------------------------------------------
 Jack Clark (8)                   Director(4), Deutsche Asset Management (since 2007); formerly: Vice President,
 (1967)                           State Street Corporation (2002-2007)
 Assistant Treasurer,
 2007-present
--------------------------------------------------------------------------------------------------------------------
 Diane Kenneally(8)               Director(4), Deutsche Asset Management
 (1966)
 Assistant Treasurer,
 2007-present
--------------------------------------------------------------------------------------------------------------------
 Jason Vazquez(9) (1972)          Vice President, Deutsche Asset Management (since 2006); formerly: AML
 Anti-Money Laundering            Operations Manager for Bear Stearns (2004-2006); Supervising Compliance
 Compliance Officer,              Principal and Operations Manager for AXA Financial (1999-2004)
 2007-present
--------------------------------------------------------------------------------------------------------------------
 Robert Kloby(9) (1962)           Managing Director(4), Deutsche Asset Management (2004-present); formerly: Chief
 Chief Compliance Officer,        Compliance Officer/Chief Risk Officer, Robeco USA (2000-2004); Vice President,
 2006-present                     The Prudential Insurance Company of America (1988-2000); E.F. Hutton and
                                  Company (1984-1988)
--------------------------------------------------------------------------------------------------------------------
 J. Christopher Jackson(9)        Director(4), Deutsche Asset Management (2006-present); formerly: Director,
 (1951)                           Senior Vice President, General Counsel, and Assistant Secretary, Hansberger
 Chief Legal Officer,             Global Investors, Inc. (1996-2006); Director, National Society of Compliance
 2006-present                     Professionals (2002-2005) (2006-2009)
--------------------------------------------------------------------------------------------------------------------
</TABLE>

(1)      The length of time served represents the year in which the Board Member
         joined the board of one or more DWS funds currently overseen by the
         Board.

(2)      A publicly held company with securities registered pursuant to Section
         12 of the Securities Exchange Act of 1934.

(3)      The mailing address of Axel Schwarzer is DWS Investment GmbH, Mainzer
         Landstr. 178-190, Floor 5C, 60327 Frankfurt am Main, Germany. 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 Portfolios.

(4)      Executive title, not a board directorship.

(5)      As a result of their respective positions held with the Advisor, these
         individuals are considered "interested persons" of the Advisor within
         the meaning of the 1940 Act. Interested persons receive no compensation
         from the Portfolios.

(6)      The length of time served represents the year in which the officer was
         first elected in such capacity for one or more DWS funds.

(7)      Address:  345 Park Avenue, New York, New York 10154.

(8)      Address: One Beacon Street, Boston, Massachusetts 02108.

(9)      Address:  280 Park Avenue, New York, New York 10017.

Certain officers hold similar positions for other investment companies for which
DIMA or an affiliate serves as the Advisor.

Officer's Role with Principal Underwriter:  DWS Investments Distributors, Inc.

 Paul H. Schubert:             Vice President
 Jason Vazquez:                Vice President and AML Compliance Officer
 Caroline Pearson:             Secretary

Board Members' Responsibilities. The officers of the Trust 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 Portfolios and to provide oversight
of the management of the Portfolios.

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 Portfolios' accounting
and financial reporting policies and procedures, (3) the Portfolios' 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 Portfolios. It also
approves and recommends to the Board the appointment, retention or termination
of the independent registered public accounting firm for the Portfolios, reviews
the scope of audit and internal controls, considers and reports to the Board on
matters relating to the Portfolios' accounting and financial reporting
practices, and performs such other tasks as the full Board deems necessary or
appropriate. The Audit Committee receives annual representations from the
independent registered public accounting firm as to its independence. The
members of the Audit Committee are William McClayton (Chair), Kenneth C.
Froewiss (Vice Chair), John W. Ballantine, Henry P. Becton, Jr., Keith R. Fox
and William N. Searcy, Jr. During the calendar year 2008, the Audit Committee of
the Portfolios' Board held six (6) meetings.

Nominating and Governance Committee: The Nominating and Governance Committee,
which consists entirely of Independent Board Members, recommends individuals for
membership on the Board, nominates officers, Board and committee chairs, vice
chairs and committee members, and oversees the operations of the Board. The
Nominating and Governance Committee also reviews recommendations by shareholders
for candidates for Board positions. Shareholders may recommend candidates for
Board positions by forwarding their correspondence by US mail or courier service
to Dawn-Marie Driscoll, P.O. Box 100176, Cape Coral, FL 33904. The members of
the Nominating and Governance Committee are Henry P. Becton, Jr. (Chair),
Rebecca W. Rimel (Vice Chair), Paul K. Freeman and William McClayton. During the
calendar year 2008, the Nominating and Governance Committee of the Portfolios'
Board held five (5) meetings.

Contract Committee: The Contract Committee, which consists entirely of
Independent Board Members, reviews at least annually, (a) the Portfolios'
financial arrangements with DIMA and its affiliates, and (b) the Portfolios'
expense ratios. The members of the Contract Committee are Robert H. Wadsworth
(Chair), Keith R. Fox (Vice Chair), Henry P. Becton, Jr., Richard J. Herring,
William McClayton and Jean Gleason Stromberg. During the calendar year 2008, the
Contract Review Committee of the Portfolios' Board held seven (7) meetings.

Equity Oversight Committee: The Equity Oversight Committee reviews the
investment operations of those portfolios that primarily invest in equity
securities (except for those funds managed by a quantitative investment team).
The members of the Equity Oversight Committee are John W. Ballantine (Chair),
William McClayton (Vice Chair), Henry P. Becton, Jr., Keith R. Fox, Richard J.
Herring and Rebecca W. Rimel. During the calendar year 2008, the Equity
Oversight Committee of the Portfolios' Board held five (5) meetings.

Fixed-Income and Quant Oversight Committee: The Fixed-Income and Quant Oversight
Committee reviews the investment operations of those funds that primarily invest
in fixed-income securities or are managed by a quantitative investment team. The
members of the Fixed-Income and Quant Oversight Committee are William N. Searcy,
Jr. (Chair), Jean Gleason Stromberg (Vice Chair), Dawn-Marie Driscoll, Kenneth
C. Froewiss and Robert H. Wadsworth. During the calendar year 2008, the
Fixed-Income Oversight Committee of the Portfolios' Board held five (5)
meetings.

Marketing and Shareholder Services Committee: The Marketing and Shareholder
Services Committee reviews the Portfolios' marketing program, sales practices
and literature and shareholder services. The Marketing and Shareholder Services
Committee also considers matters relating to fund mergers and liquidations and
the organization of new funds. The members of the Marketing and Shareholder
Services Committee are Richard J. Herring (Chair), Dawn-Marie Driscoll (Vice
Chair), Rebecca W. Rimel, Jean Gleason Stromberg and Robert H. Wadsworth. During
the calendar year 2008, the Marketing/Distribution/Shareholder Service Committee
of the Portfolios' Board held four (4) meetings.

The Operations Committee: The Operations Committee reviews the administrative
operations, legal affairs and general compliance matters of the Portfolios. The
Operations Committee reviews administrative matters related to the operations of
the Portfolios, policies and procedures relating to portfolio transactions,
custody arrangements, fidelity bond and insurance arrangements, valuation of
Portfolio assets and securities and such other tasks as the full Board deems
necessary or appropriate. The Operations Committee also oversees the valuation
of the Portfolios' securities and other assets and determines, as needed, the
fair value of Portfolio securities or other assets under certain circumstances
as described in the Portfolios' Valuation Procedures. The Operations Committee
has appointed a Valuation Sub-Committee, which may make determinations of fair
value required when the Operations Committee is not in session. The members of
the Operations Committee are Dawn-Marie Driscoll (Chair), John W. Ballantine
(Vice Chair), Kenneth C. Froewiss, Rebecca W. Rimel and William N. Searcy, Jr.
The members of the Valuation Sub-Committee are Kenneth C. Froewiss (Chair), John
W. Ballantine, Dawn-Marie Driscoll (Alternate), Rebecca W. Rimel (Alternate) and
William N. Searcy, Jr. (Alternate). During the calendar year 2008, the
Operations Committee held five (5) meetings and the Valuation Sub-Committee held
two (2) meetings on behalf of Money Market Portfolio.

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
Portfolios for his or her services, which includes retainer fees and specified
amounts for various committee services and for the Board Chairperson. No
additional compensation is paid to any Independent Board Member for travel time
to meetings, attendance at directors' educational seminars or conferences,
service on industry or association committees, participation as speakers at
directors' conferences or service on special fund industry director task forces
or subcommittees. Independent Board Members do not receive any employee benefits
such as pension or retirement benefits or health insurance from the Portfolios
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
Portfolios, 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 Portfolios. The following tables show compensation from the
Portfolios and aggregate compensation from all of the funds in the DWS fund
complex received by each Independent Board Member during the calendar year 2008.
Mr. Schwarzer is an interested person of the Portfolios and received no
compensation from the Portfolios or any fund in the DWS fund complex during the
relevant periods.

<TABLE>
<CAPTION>
                                                           Aggregate            Aggregate            Total
                                    Aggregate          Compensation from       Compensation       Compensation
                                Compensation from     Government & Agency          from          from Fund and
                                  Money Market            Securities           Tax-Exempt          DWS Fund
  Name of Board Member              Portfolio              Portfolio            Portfolio          Complex(1)
  --------------------              ---------              ---------            ---------          ----------

<S>                                   <C>                    <C>                   <C>               <C>
  John W. Ballantine                  $8,616                 $9,470                $7,523            $237,500
  Henry P. Becton, Jr.(2)               $556                   $203                $1,426            $246,000
  Dawn-Marie Driscoll(2)(3)             $639                   $222                $1,673            $292,500
  Keith R. Fox(2)                       $523                   $196                $1,330            $229,500
  Paul K. Freeman                     $9,320                $10,244                $8,146            $255,000
  Kenneth C. Froewiss                   $515                   $194                $1,309            $226,750
  Richard J. Herring(2)                 $539                   $200                $1,381            $240,000
  William McClayton(4)                $9,407                $10,300                $8,245            $257,500
  Rebecca W. Rimel(2)                   $534                   $198                $1,360            $233,500
  William N. Searcy, Jr.                $534                   $199                $1,366            $238,000
  Jean Gleason Stromberg                $512                   $194                $1,300            $225,500
  Robert H. Wadsworth                 $8,796                 $9,688                $7,670            $273,500
</TABLE>

(1)      The DWS fund complex is composed of 136 funds as of December 31, 2008.

(2)      Aggregate compensation includes amounts paid to the Board Members for
         special meetings of ad hoc committees of the Board in connection with
         the consolidation of the DWS fund boards and various funds, meetings
         for considering fund expense simplification initiatives, and
         consideration of issues specific to the Portfolios' direct shareholders
         (i.e., those shareholders who did not purchase shares through financial
         intermediaries). Such amounts totaled $8,000 for Mr. Becton, $2,000 for
         Ms. Driscoll, $2,000 for Mr. Fox, $2,000 for Dr. Herring and $8,000 for
         Ms. Rimel. These meeting fees were borne by the funds.

(3)      Includes $70,000 in annual retainer fees received by Ms. Driscoll as
         Chairperson of DWS funds.

(4)      Includes $15,000 paid to Mr. McClayton for numerous special meetings of
         an ad hoc committee of the former Chicago Board in connection with
         board consolidation initiatives.

Board Member Ownership in the Portfolios

The following table shows the dollar range of equity securities beneficially
owned by each Board Member in the Portfolios and DWS fund complex as of December
31, 2008.

<TABLE>
<CAPTION>
                                                                        Dollar Range of
                                                                           Beneficial
                                     Dollar Range of    Ownership in      Dollar Range of       Aggregate Dollar
                                        Beneficial      Government &         Beneficial      Range of Ownership in
                                      Ownership in         Agency          Ownership in      all Funds Overseen by
                                      Money Market       Securities         Tax-Exempt        Board Member in the
Board Member                            Portfolio         Portfolio          Portfolio        DWS Fund Complex(1)
------------                            ---------         ---------          ---------        -------------------

Independent Board Member:
-------------------------

<S>                                        <C>               <C>                <C>               <C>
John W. Ballantine                         None              None               None              Over $100,000
Henry P. Becton, Jr.                       None           $1-$10,000         $1-$10,000           Over $100,000
Dawn-Marie Driscoll                        None              None         $50,001-$100,000        Over $100,000
Keith R. Fox                               None              None               None              Over $100,000
Paul K. Freeman                            None              None               None              Over $100,000
Kenneth C. Froewiss                        None              None               None              Over $100,000
Richard J. Herring                         None              None               None              Over $100,000
William McClayton                          None              None               None              Over $100,000
Rebecca W. Rimel                           None              None               None              Over $100,000
William N. Searcy, Jr.                     None              None               None              Over $100,000
Jean Gleason Stromberg                     None              None          $10,001-$50,000        Over $100,000
Robert H. Wadsworth                        None              None               None              Over $100,000

Interested Board Member:
------------------------

Axel Schwarzer                             None              None               None              Over $100,000
</TABLE>

(1)      Securities beneficially owned as defined under the 1934 Act include
         direct and/or indirect ownership of securities where the Board Member's
         economic interest is tied to the securities, employment ownership and
         securities when the Board Member can exert voting power, and when the
         Board Member has authority to sell the securities. The dollar ranges
         are: None, $1-$10,000, $10,001-$50,000, $50,001-$100,000 and over
         $100,000.

Ownership in Securities of the Advisor and Related Companies

As reported to the Portfolios, the information in the following table reflects
ownership by the Independent Board Members and their immediate family members of
certain securities as of December 31, 2008. Immediate family members can be a
spouse, children residing in the same household including step and adoptive
children, and any dependents. The securities represent ownership in the Advisor
or principal underwriter of the Portfolios 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
Portfolios (including Deutsche Bank AG).


<TABLE>
<CAPTION>
                                                                                   Value of        Percent of
                                   Owner and                                     Securities on     Class on an
Independent                     Relationship to                     Title of     an Aggregate       Aggregate
Board Member                      Board Member         Company        Class          Basis            Basis
------------                      ------------         -------        -----          -----            -----

<S>     <C>    <C>    <C>    <C>    <C>    <C>
John W. Ballantine                                      None
------------------                                      ----
Henry P. Becton, Jr.                                    None
Dawn-Marie Driscoll                                     None
Keith R. Fox                                            None
Paul K. Freeman                                         None
Kenneth C. Froewiss                                     None
Richard J. Herring                                      None
William McClayton                                       None
Rebecca W. Rimel                                        None
William N. Searcy, Jr.                                  None
Jean Gleason Stromberg                                  None
Robert H. Wadsworth                                     None
</TABLE>

Securities Beneficially Owned

As of July 7, 2009, the Board Members and officers of the Trust owned, as a
group, less than 1% of the outstanding shares of each Portfolio.

To the best of each Portfolio's knowledge, as of July 7, 2009, no person owned
of record or beneficially 5% or more of any class of the Portfolio's outstanding
shares, except as noted below.

<TABLE>
<CAPTION>
Government & Agency Securities Portfolio
----------------------------------------

Name and Address of Investor Ownership                          Shares                      % of Total Shares
--------------------------------------                          ------                      -----------------

<S>                                                         <C>                       <C>
RIDGE CLEARING & OUTSOURCING SVCS                           320,637,629.03            100% of Capital Assets Funds
NEW YORK NY  10041-0004                                                                          Shares

D A DAVIDSON & CO                                            26,713,199.73                100% of Davidson Cash
TAX-EXEMPT OMNIBUS ACCT #1                                                               Equivalent Plus Shares
ATTN  BETH ANN THELEN
GREAT FALLS MT  59403-5015

D A DAVIDSON & CO                                            25,998,615.45                100%of Davidson Cash
GOVERNMENT SEC OMNIBUS ACCT #1                                                              Equivalent Shares
ATTN  BETH ANN THELEN
GREAT FALLS MT  59403-5015

DEUTSCHE BANK SECURITIES INC                               1,000,000,000.00           7.31% of DWS Government Cash
CUSTOMER SEGREGATED                                                                       Institutional Shares
ATTN JENNIFER WALTER
NEW YORK NY  10005-2836

KNOTFLOAT & CO                                              792,419,056.25            5.79% of DWS Government Cash
C/O STATE STREET BANK                                                                     Institutional Shares
BOSTON MA  02206-5496

AMERICAN EXPRESS CREDIT CORP                                719,000,000.00            5.26% of DWS Government Cash
ATTN VERICK B NORTHRUP                                                                    Institutional Shares
WILMINGTON DE  19801-2919

FIDUCIARY TRUST CO INT'L AS AGENT                           197,255,500.00              60.22% of Government Cash
ATTN MUTUAL FUND PROCESSING                                                                  Managed Shares
ATTN CORPORATE TREASURY
NEW YORK NY  10020-2302

FIDUCIARY TRUST CO INT'L AS AGENT                            69,416,500.00              21.19% of Government Cash
NON COMPENSATION ACCOUNT                                                                     Managed Shares
ATTN CORPORATE TREASURY
NEW YORK NY  10020-2302

LPL FINANCIAL SERVICES                                     3,755,432,079.73          99.24% of Premier Money Market
SAN DIEGO CA  92121-1968                                                                         Shares

MESIROW FINANCIAL INC                                        40,361,466.36              29.71% of Service Shares
CHICAGO IL  60654-4712

FIRST SOUTHWEST COMPANY                                      36,532,453.60              26.89% of Service Shares
DALLAS TX  75201-3852

PERSHING LLC FOR THE EXCLUSIVE                               31,900,048.24              23.48% of Service Shares
BENEFIT OF CUSTOMERS
JERSEY CITY NJ  07399-0001

PENSON FINANCIAL SERVICES                                    25,201,783.04              18.55% of Service Shares
DALLAS TX  75201-4609

Money Market Portfolio
----------------------

Name and Address of Investor Ownership                          Shares                      % of Total Shares
--------------------------------------                          ------                      -----------------

RIDGE CLEARING & OUTSOURCING SVCS                            54,826,875.08            100% of Capital Assets Funds
NEW YORK NY  10041-0004                                                                     Preferred Shares

RIDGE CLEARING & OUTSOURCING SVCS                           926,624,287.45            100% of Capital Assets Funds
NEW YORK NY  10041-0004                                                                          Shares

D A DAVIDSON & CO                                            3,746,587.57                 100% of Davidson Cash
TAX-EXEMPT OMNIBUS ACCT #1                                                               Equivalent Plus Shares
ATTN  BETH ANN THELEN
GREAT FALLS MT  59403-5015

D A DAVIDSON & CO                                            26,549,745.17                100% of Davidson Cash
MONEY MARKET OMNIBUS ACCT #1                                                                Equivalent Shares
ATTN  BETH ANN THELEN
GREAT FALLS MT  59403-5015

TOYOTA MOTOR CREDIT CORPORATION                             408,910,299.82            73.55% of Institutional Money
ATTN NICHOLAS RO                                                                              Market Shares
TORRANCE CA  90501-1196

LPL FINANCIAL SERVICES                                      143,190,379.36            25.76% of Institutional Money
SAN DIEGO CA  92121-1968                                                                      Market Shares

JOSEPH W SARBINOWSKI                                           10,321.31             97.57% of Institutional Select
DARIEN CT  06820-3510                                                                      Money Market Shares

LPL FINANCIAL SERVICES                                     1,708,723,340.70          93.43% of Premier Money Market
SAN DIEGO CA  92121-1968                                                                         Shares

LPL FINANCIAL SERVICES                                      213,012,831.79              60.38% of Premium Reserve
SAN DIEGO CA  92121-1968                                                                   Money Market Shares

FIDUCIARY TRUST CO INT'L AS AGENT                            40,366,000.00              11.44% of Premium Reserve
ATTN MUTUAL FUND PROCESSING                                                                Money Market Shares
ATTN CORPORATE TREASURY
NEW YORK NY  10020-2302

PENSON FINANCIAL SERVICES                                   848,249,326.83              75.31% of Service Shares
DALLAS TX  75201-4609

FIRST SOUTHWEST COMPANY                                     132,766,240.36              11.79% of Service Shares
DALLAS TX  75201-3852

PERSHING LLC FOR THE EXCLUSIVE                               71,778,611.21               6.37% of Service Shares
BENEFIT OF CUSTOMERS
JERSEY CITY NJ  07399-0001

Tax-Exempt Portfolio
--------------------

Name and Address of Investor Ownership                          Shares                      % of Total Shares
--------------------------------------                          ------                      -----------------

RIDGE CLEARING & OUTSOURCING SVCS                            20,228,656.72            100% of Capital Assets Funds
NEW YORK NY  10041-0004                                                                          Shares

D A DAVIDSON & CO                                            67,084,334.82                100% of Davidson Cash
TAX-EXEMPT OMNIBUS ACCT #1                                                                  Equivalent Shares
ATTN  BETH ANN THELEN
GREAT FALLS MT  59403-5015

PERSHING LLC FOR THE EXCLUSIVE                              963,119,571.97            46.42% of DWS Tax-Exempt Cash
BENEFIT OF CUSTOMERS                                                                      Institutional Shares
JERSEY CITY NJ  07399-0001

KNOTFLOAT & CO                                              280,483,630.55            13.52% of DWS Tax-Exempt Cash
C/O STATE STREET BANK                                                                     Institutional Shares
BOSTON MA  02206-5496

JP MORGAN CLEARING CORP                                     150,036,254.30            7.23% of DWS Tax-Exempt Cash
FBO XXXXXXXXXX                                                                            Institutional Shares
ATTN: DENISE DILORENZO-SIEGEL
BROOKLYN NY  11201-3832

LPL FINANCIAL SERVICES                                      422,308,931.56            93.7% of Premier Money Market
SAN DIEGO CA  92121-1968                                                                         Shares

SMITH MOORE & COMPANY                                        28,193,154.96            6.26% of Premier Money Market
CLAYTON MO  63105-1931                                                                           Shares

FIRST SOUTHWEST COMPANY                                      55,581,337.26              74.84% of Service Shares
DALLAS TX  75201-3852

PENSON FINANCIAL SERVICES                                    16,654,646.60              22.43% of Service Shares
DALLAS TX  75201-4609

FIDUCIARY TRUST CO INT'L AS AGENT                           162,124,500.00              60.5% of Tax-Exempt Cash
ATTN MUTUAL FUND PROCESSING                                                                  Managed Shares
ATTN CORPORATE TREASURY
NEW YORK NY  10020-2302

FIDUCIARY TRUST CO INT'L AS AGENT                            57,868,000.00              21.6% of Tax-Exempt Cash
NON COMPENSATION ACCOUNT                                                                     Managed Shares
ATTN CORPORATE TREASURY
NEW YORK NY  10020-2302

KNOTFLOAT & CO                                               39,220,574.51              14.64% of Tax-Exempt Cash
C/O STATE STREET BANK                                                                        Managed Shares
BOSTON MA  02206-5496

PERSHING LLC FOR THE EXCLUSIVE                              417,065,733.49            78.78% of Tax-Free Investment
BENEFIT OF CUSTOMERS                                                                              Class
JERSEY CITY NJ  07399-0001

WILLIAM BLAIR & COMPANY                                      83,471,707.49            15.77% of Tax-Free Investment
ATTN TERRY MULDOON                                                                                Class
CHICAGO IL  60606-5312
</TABLE>


Agreement to Indemnify Independent Trustees 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 Trustees of the Affected Funds, against certain
liabilities the Independent Trustees 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 Trustees 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 Trustees ultimately would not be entitled to indemnification or (2)
for any liability of the Independent Trustees to the Portfolios or their
shareholders to which the Independent Trustee would otherwise be subject by
reason of willful misfeasance, bad faith, gross negligence or reckless disregard
of the Independent Trustee'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
Trustees 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.

                               TRUST ORGANIZATION

Cash Account Trust is an open-end, management investment company, organized as a
business trust under the laws of Massachusetts on March 2, 1990. The Trust may
issue an unlimited number of shares of beneficial interest in one or more series
or portfolios, all having no par value, which may be divided by the Board of
Trustees into classes of shares, subject to compliance with the SEC regulations
permitting the creation of separate classes of shares. The Trust is currently
divided into three series: Money Market Portfolio, Government & Agency
Securities Portfolio and Tax-Exempt Portfolio. Money Market Portfolio is
currently divided into nine classes of shares: Premium Reserve Money Market
Shares, Premier Money Market Shares, Institutional Money Market Shares,
Institutional Select Money Market Shares, Service Shares, Davidson Cash
Equivalent Shares, Davidson Cash Equivalent Plus Shares, Capital Assets Funds
Shares and Capital Assets Funds Preferred Shares. Government & Agency Securities
Portfolio is divided into eight classes of shares: Premier Money Market Shares,
Service Shares, Davidson Cash Equivalent Shares, Davidson Cash Equivalent Plus
Shares, Capital Assets Funds Shares, DWS Government Cash Institutional Shares,
Government Cash Managed Shares and DWS Government & Agency Money Fund.
Tax-Exempt Portfolio is divided into nine classes of shares: Capital Assets
Funds Shares, Davidson Cash Equivalent Shares, Premier Money Market Shares, DWS
Tax-Exempt Cash Institutional Shares, Service Shares, Tax-Exempt Cash Managed
Shares, Tax-Free Investment Class, DWS Tax-Free Money Fund Class S and DWS
Tax-Exempt Money Fund.

The Trustees have the authority to create additional portfolios and to designate
the relative rights and preferences as between the different portfolios. The
Trustees also may authorize the division of shares of a Portfolio into different
classes, which may bear different expenses. All shares issued and outstanding
are fully paid and non-assessable, transferable, have no pre-emptive or
conversion rights and are redeemable as described in the SAI and in the
Portfolios' prospectus. Each share has equal rights with each other share of the
same class of the Portfolio as to voting, dividends, exchanges, conversion
features and liquidation. Shareholders are entitled to one vote for each full
share held and fractional votes for fractional shares held. The Trustees may
also terminate any Portfolio or class by notice to the shareholders without
shareholder approval.

The Trust generally is not required to hold meetings of their shareholders.
Under the Declaration of Trust, however, shareholder meetings will be held in
connection with the following matters: (a) the election or removal of trustees
if a meeting is called for such purpose; (b) the adoption of any contract for
which approval by shareholders is required by the 1940 Act; (c) any termination
of a Portfolio or a class to the extent and as provided in the Declaration of
Trust; (d) certain material amendments of the Declaration of Trust (such as
other than amendments changing the name of a Portfolio, supplying any omission,
curing any ambiguity or curing, correcting or supplementing any defective or
inconsistent provision thereof); and (e) such additional matters as may be
required by law, the Declaration of Trust, the By-laws of a Portfolio, or any
registration of the Trust with the SEC or as the trustees may consider necessary
or desirable. Shareholders also vote upon changes in fundamental investment
policies or restrictions.

The Declaration of Trust provides that obligations of the Trust are not binding
upon the Trustees individually but only upon the property of the Trust, that the
Trustees and officers will not be liable for errors of judgment or mistakes of
fact or law, and that a Trust will indemnify its Trustees and officers against
liabilities and expenses incurred in connection with litigation in which they
may be involved because of their offices with a Trust except if it is determined
in the manner provided in the Declaration of Trust that they have not acted in
good faith in the reasonable belief that their actions were in the best
interests of the Trust. However, nothing in the Declaration of Trust protects or
indemnifies a Trustee or officer against any liability 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 their
office.

Subject to the Declaration of Trust, shareholders may remove trustees. Each
trustee serves until the next meeting of shareholders, if any, called for the
purpose of electing trustees and until the election and qualification of a
successor or until such trustee sooner dies, resigns, retires or is removed by a
majority vote of the shares entitled to vote (as described below) or a majority
of the trustees. In accordance with the 1940 Act (a) the Trust will hold a
shareholder meeting for the election of trustees at such time as less than a
majority of the trustees have been elected by shareholders, and (b) if, as a
result of a vacancy in the Board of Trustees, less than two-thirds of the
trustees have been elected by the shareholders, that vacancy will be filled only
by a vote of the shareholders.

Trustees may be removed from office by a vote of the holders of a majority of
the outstanding shares at a meeting called for that purpose, which meeting shall
be held upon the written request of the holders of not less than 10% of the
outstanding shares. Upon the written request of ten or more shareholders who
have been such for at least six months and who hold shares constituting at least
1% of the outstanding shares of the Trust 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 trustee, the
Trust has undertaken to disseminate appropriate materials at the expense of the
requesting shareholders.

The Declaration of Trust provides that the presence at a shareholder meeting in
person or by proxy of at least 30% of the shares entitled to vote on a matter
shall constitute a quorum. Thus, a meeting of shareholders of a Portfolio could
take place even if less than a majority of the shareholders were represented on
its scheduled date. Shareholders would in such a case be permitted to take
action which does not require a larger vote than a majority of a quorum, such as
the election of trustees and ratification of the selection of auditors. Some
matters requiring a larger vote under the Declaration of Trust, such as
termination or reorganization of a Portfolio and certain amendments of the
Declaration of Trust, would not be affected by this provision; nor would matters
which under the 1940 Act require the vote of a "majority of the outstanding
voting securities" as defined in the 1940 Act.

The Declaration of Trust specifically authorizes the Board of Trustees to
terminate the Trust (or any Portfolio or class) by notice to the shareholders
without shareholder approval.

Under Massachusetts law, shareholders of a Massachusetts business trust could,
under certain circumstances, be held personally liable for obligations of the
Portfolio. The Declaration of Trust, however, disclaims shareholder liability
for acts or obligations of the Trust and requires that notice of such disclaimer
be given in each agreement, obligation, or instrument entered into or executed
by the Trust or the trustees. Moreover, the Declaration of Trust provides for
indemnification out of Trust property for all losses and expenses of any
shareholder held personally liable for the obligations of the Trust and the
Trust may be covered by insurance. Thus, the risk of a shareholder incurring
financial loss on account of shareholder liability is considered by the Advisor
remote and not material, since it is limited to circumstances in which a
disclaimer is inoperative and the Trust itself is unable to meet its
obligations.

                             PROXY VOTING GUIDELINES

The Portfolios have delegated proxy voting responsibilities to the Advisor,
subject to a Board's general oversight. The Advisor votes proxies pursuant to
the proxy voting policy and guidelines set forth in Appendix A to this SAI).

You may obtain information about how a fund voted proxies related to its
portfolio securities during the 12-month period ended June 30 by visiting the
Securities and Exchange Commission's Web site at www.sec.gov or by visiting our
Web site at: www.dws-investments.com (click on "proxy voting" at the bottom of
the page).

                              FINANCIAL STATEMENTS

The financial statements, including the portfolio of investments, for each
Portfolio's Service Shares, together with the Report of Independent Registered
Public Accounting Firm, Financial Highlights and notes to financial statements
in the Annual Report to the Shareholders of Service Shares of each Portfolio
dated April 30, 2009, are incorporated herein by reference and are hereby deemed
to be a part of this combined SAI.

                             ADDITIONAL INFORMATION

The CUSIP number of Cash Account Trust - Money Market Portfolio's Service shares
is 147539-845.

The CUSIP number of Cash Account Trust - Government & Agency Securities
Portfolio's Service shares is 147539-837.

The CUSIP number of Cash Account Trust - Tax-Exempt Portfolio's Service shares
is 147539-829.

Money Market Portfolio, Government & Agency Securities Portfolio and Tax-Exempt
Portfolio each have a fiscal year ending April 30.

The Portfolios' prospectus and this SAI omit certain information contained in
the Registration Statement which a Portfolio 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 a Portfolio and the securities
offered hereby. This Registration Statement and its amendments are available for
inspection by the public at the SEC in Washington, D.C.



                      APPENDIX A -- PROXY VOTING GUIDELINES

       Deutsche Asset Management ("AM") Proxy Voting Policy and Guidelines


I.       INTRODUCTION

AM has adopted and implemented the following policies and procedures, which it
believes are reasonably designed to ensure that proxies are voted in the best
economic interest of clients, in accordance with its fiduciary duties and local
regulation. These Proxy Voting Policies, Procedures and Guidelines shall apply
to all accounts managed by US domiciled advisers and to all US client accounts
managed by non US regional offices. Non US regional offices are required to
maintain procedures and to vote proxies as may be required by law on behalf of
their non US clients. In addition, AM's proxy policies reflect the fiduciary
standards and responsibilities for ERISA accounts.

The attached guidelines represent a set of global recommendations that were
determined by the Global Proxy Voting Sub-Committee ("the GPVSC"). These
guidelines were developed to provide AM with a comprehensive list of
recommendations that represent how AM will generally vote proxies for its
clients. The recommendations derived from the application of these guidelines
are not intended to influence the various AM legal entities either directly or
indirectly by parent or affiliated companies. In addition, the organizational
structures and documents of the various AM legal entities allows, where
necessary or appropriate, the execution by individual AM subsidiaries of the
proxy voting rights independently of any DB parent or affiliated company. This
applies in particular to non U.S. fund management companies. The individuals
that make proxy voting decisions are also free to act independently, subject to
the normal and customary supervision by the management/boards of these AM legal
entities.


II.      AM'S PROXY VOTING RESPONSIBILITIES

Proxy votes are the property of AM's advisory clients.(1) As such, AM's
authority and responsibility to vote such proxies depend upon its contractual
relationships with its clients. AM has delegated responsibility for effecting
its advisory clients' proxy votes to Institutional Shareholder Services ("ISS"),
an independent third-party proxy voting specialist. ISS votes AM's advisory
clients' proxies in accordance with AM's proxy guidelines or AM's specific
instructions. Where a client has given specific instructions as to how a proxy
should be voted, AM will notify ISS to carry out those instructions. Where no
specific instruction exists, AM will follow the procedures in voting the proxies
set forth in this document. Certain Taft-Hartley clients may direct AM to have
ISS vote their proxies in accordance with Taft Hartley voting Guidelines

_____________________

(1)      For purposes of these Policies and Procedures, "clients" refers to
         persons or entities: for which AM serves as investment adviser or
         sub-adviser; for which AM votes proxies; and that have an economic or
         beneficial ownership interest in the portfolio securities of issuers
         soliciting such proxies.

Clients may in certain instances contract with their custodial agent and notify
AM that they wish to engage in securities lending transactions. In such cases,
it is the responsibility of the custodian to deduct the number of shares that
are on loan so that they do not get voted twice.


III.     POLICIES

1.       Proxy voting activities are conducted in the best economic interest of
         clients

AM has adopted the following policies and procedures to ensure that proxies are
voted in accordance with the best economic interest of its clients, as
determined by AM in good faith after appropriate review.

2.       The Global Proxy Voting Sub-Committee

The Global Proxy Voting Sub-Committee (the "GPVSC") is an internal working group
established by the applicable AM's Investment Risk Oversight Committee pursuant
to a written charter. The GPVSC is responsible for overseeing AM's proxy voting
activities, including:

(i)    adopting, monitoring and updating guidelines, attached as Exhibit A (the
       "Guidelines"), that provide how AM will generally vote proxies pertaining
       to a comprehensive list of common proxy voting matters;

(ii)   voting proxies where (A) the issues are not covered by specific client
       instruction or the Guidelines; (B) the Guidelines specify that the issues
       are to be determined on a case-by-case basis; or (C) where an exception
       to the Guidelines may be in the best economic interest of AM's clients;
       and

(iii)  monitoring the Proxy Vendor Oversight's proxy voting activities (see
       below).

AM's Proxy Vendor Oversight, a function of AM's Operations Group, is responsible
for coordinating with ISS to administer AM's proxy voting process and for voting
proxies in accordance with any specific client instructions or, if there are
none, the Guidelines, and overseeing ISS' proxy responsibilities in this regard.

3.       Availability of Proxy Voting Policies and Procedures and proxy voting
         record

Copies of these Policies and Procedures, as they may be updated from time to
time, are made available to clients as required by law and otherwise at AM's
discretion. Clients may also obtain information on how their proxies were voted
by AM as required by law and otherwise at AM's discretion; however, AM must not
selectively disclose its investment company clients' proxy voting records. The
Proxy Vendor Oversight will make proxy voting reports available to advisory
clients upon request. The investment companies' proxy voting records will be
disclosed to shareholders by means of publicly-available annual filings of each
company's proxy voting record for 12-month periods ended June 30 (see
"Recordkeeping" below), if so required by relevant law.


IV.      PROCEDURES

The key aspects of AM's proxy voting process are as follows:

1.       The GPVSC's Proxy Voting Guidelines

The Guidelines set forth the GPVSC's standard voting positions on a
comprehensive list of common proxy voting matters. The GPVSC has developed, and
continues to update the Guidelines based on consideration of current corporate
governance principles, industry standards, client feedback, and the impact of
the matter on issuers and the value of the investments.

The GPVSC will review the Guidelines as necessary to support the best economic
interests of AM's clients and, in any event, at least annually. The GPVSC will
make changes to the Guidelines, whether as a result of the annual review or
otherwise, taking solely into account the best economic interests of clients.
Before changing the Guidelines, the GPVSC will thoroughly review and evaluate
the proposed change and the reasons therefore, and the GPVSC Chair will ask
GPVSC members whether anyone outside of the AM organization (but within Deutsche
Bank and its affiliates) or any entity that identifies itself as a AM advisory
client has requested or attempted to influence the proposed change and whether
any member has a conflict of interest with respect to the proposed change. If
any such matter is reported to the GPVSC Chair, the Chair will promptly notify
the Conflicts of Interest Management Sub-Committee (see below) and will defer
the approval, if possible. Lastly, the GPVSC will fully document its rationale
for approving any change to the Guidelines.

The Guidelines may reflect a voting position that differs from the actual
practices of the public company(ies) within the Deutsche Bank organization or of
the investment companies for which AM or an affiliate serves as investment
adviser or sponsor. Investment companies, particularly closed-end investment
companies, are different from traditional operating companies. These differences
may call for differences in voting positions on the same matter. Further, the
manner in which AM votes investment company proxies may differ from proposals
for which a AM-advised or sponsored investment company solicits proxies from its
shareholders. As reflected in the Guidelines, proxies solicited by closed-end
(and open-end) investment companies are generally voted in accordance with the
pre-determined guidelines of ISS. See Section IV.3.B.

Funds ("Underlying Funds") in which Topiary Fund Management Fund of Funds (each,
a "Fund") invest, may from time to time seek to revise their investment terms
(i.e. liquidity, fees, etc.) or investment structure. In such event, the
Underlying Funds may require approval/consent from its investors to effect the
relevant changes. Topiary Fund Management has adopted Proxy Voting Procedures
which outline the process for these approvals.

2.       Specific proxy voting decisions made by the GPVSC

The Proxy Vendor Oversight will refer to the GPVSC all proxy proposals (i) that
are not covered by specific client instructions or the Guidelines; or (ii) that,
according to the Guidelines, should be evaluated and voted on a case-by-case
basis.

Additionally, if, the Proxy Vendor Oversight, the GPVSC Chair or any member of
the GPVSC, a portfolio manager, a research analyst or a sub-adviser believes
that voting a particular proxy in accordance with the Guidelines may not be in
the best economic interests of clients, that individual may bring the matter to
the attention of the GPVSC Chair and/or the Proxy Vendor Oversight.(2)

_____________________

(2)      The Proxy Vendor Oversight generally monitors upcoming proxy
         solicitations for heightened attention from the press or the industry
         and for novel or unusual proposals or circumstances, which may prompt
         the Proxy Vendor Oversight to bring the solicitation to the attention
         of the GPVSC Chair. AM portfolio managers, AM research analysts and
         sub-advisers also may bring a particular proxy vote to the attention of
         the GPVSC Chair, as a result of their ongoing monitoring of portfolio
         securities held by advisory clients and/or their review of the periodic
         proxy voting record reports that the GPVSC Chair distributes to AM
         portfolio managers and AM research analysts.

If the Proxy Vendor Oversight refers a proxy proposal to the GPVSC or the GPVSC
determines that voting a particular proxy in accordance with the Guidelines is
not in the best economic interests of clients, the GPVSC will evaluate and vote
the proxy, subject to the procedures below regarding conflicts.

The GPVSC endeavors to hold meetings to decide how to vote particular proxies
sufficiently before the voting deadline so that the procedures below regarding
conflicts can be completed before the GPVSC's voting determination.

3.       Certain proxy votes may not be cast

In some cases, the GPVSC may determine that it is in the best economic interests
of its clients not to vote certain proxies. If the conditions below are met with
regard to a proxy proposal, AM will abstain from voting:

o        Neither the Guidelines nor specific client instructions cover an issue;

o        ISS does not make a recommendation on the issue;

o        The GPVSC cannot convene on the proxy proposal at issue to make a
         determination as to what would be in the client's best interest. (This
         could happen, for example, if the Conflicts of Interest Management
         Sub-committee found that there was a material conflict or if despite
         all best efforts being made, the GPVSC quorum requirement could not be
         met).

In addition, it is AM's policy not to vote proxies of issuers subject to laws of
those jurisdictions that impose restrictions upon selling shares after proxies
are voted, in order to preserve liquidity. In other cases, it may not be
possible to vote certain proxies, despite good faith efforts to do so. For
example, some jurisdictions do not provide adequate notice to shareholders so
that proxies may be voted on a timely basis. Voting rights on securities that
have been loaned to third-parties transfer to those third-parties, with loan
termination often being the only way to attempt to vote proxies on the loaned
securities. Lastly, the GPVSC may determine that the costs to the client(s)
associated with voting a particular proxy or group of proxies outweighs the
economic benefits expected from voting the proxy or group of proxies.

The Proxy Vendor Oversight will coordinate with the GPVSC Chair regarding any
specific proxies and any categories of proxies that will not or cannot be voted.
The reasons for not voting any proxy shall be documented.

4.       Conflict of Interest Procedures

A. Procedures to Address Conflicts of Interest and Improper Influence

Overriding Principle. In the limited circumstances where the GPVSC votes
proxies,(3) the GPVSC will vote those proxies in accordance with what it, in
good faith, determines to be the best economic interests of AM's clients.(4)

_____________________

(3)      As mentioned above, the GPVSC votes proxies (i) where neither a
         specific client instruction nor a Guideline directs how the proxy
         should be voted, (ii) where the Guidelines specify that an issue is to
         be determined on a case by case basis or (iii) where voting in
         accordance with the Guidelines may not be in the best economic
         interests of clients.

(4)      The Proxy Vendor Oversight, who serves as the non-voting secretary of
         the GPVSC, may receive routine calls from proxy solicitors and other
         parties interested in a particular proxy vote. Any contact that
         attempts to exert improper pressure or influence shall be reported to
         the Conflicts of Interest Management Sub-Committee.

Independence of the GPVSC. As a matter of Compliance policy, the GPVSC and the
Proxy Vendor Oversight are structured to be independent from other parts of
Deutsche Bank. Members of the GPVSC and the employee responsible for Proxy
Vendor Oversight are employees of AM. As such, they may not be subject to the
supervision or control of any employees of Deutsche Bank Corporate and
Investment Banking division ("CIB"). Their compensation cannot be based upon
their contribution to any business activity outside of AM without prior approval
of Legal and Compliance. They can have no contact with employees of Deutsche
Bank outside of the Private Client and Asset Management division ("PCAM")
regarding specific clients, business matters or initiatives without the prior
approval of Legal and Compliance. They furthermore may not discuss proxy votes
with any person outside of AM (and within AM only on a need to know basis).

Conflict Review Procedures. There will be a committee (the "Conflicts of
Interest Management Sub-Committee") established within AM that will monitor for
potential material conflicts of interest in connection with proxy proposals that
are to be evaluated by the GPVSC. Promptly upon a determination that a vote
shall be presented to the GPVSC, the GPVSC Chair shall notify the Conflicts of
Interest Management Sub-Committee. The Conflicts of Interest Management
Sub-Committee shall promptly collect and review any information deemed
reasonably appropriate to evaluate, in its reasonable judgment, if AM or any
person participating in the proxy voting process has, or has the appearance of,
a material conflict of interest. For the purposes of this policy, a conflict of
interest shall be considered "material" to the extent that a reasonable person
could expect the conflict to influence, or appear to influence, the GPVSC's
decision on the particular vote at issue. GPVSC should provide the Conflicts of
Interest Management Sub-Committee a reasonable amount of time (no less than 24
hours) to perform all necessary and appropriate reviews. To the extent that a
conflicts review can not be sufficiently completed by the Conflicts of Interest
Management Sub-Committee the proxies will be voted in accordance with the
standard guidelines.

The information considered by the Conflicts of Interest Management Sub-Committee
may include without limitation information regarding (i) AM client
relationships; (ii) any relevant personal conflict known by the Conflicts of
Interest Management Sub-Committee or brought to the attention of that
sub-committee; (iii) and any communications with members of the GPVSC (or anyone
participating or providing information to the GPVSC) and any person outside of
the AM organization (but within Deutsche Bank and its affiliates) or any entity
that identifies itself as a AM advisory client regarding the vote at issue. In
the context of any determination, the Conflicts of Interest Management
Sub-Committee may consult with, and shall be entitled to rely upon, all
applicable outside experts, including legal counsel.

Upon completion of the investigation, the Conflicts of Interest Management
Sub-Committee will document its findings and conclusions. If the Conflicts of
Interest Management Sub-Committee determines that (i) AM has a material conflict
of interest that would prevent it from deciding how to vote the proxies
concerned without further client consent or (ii) certain individuals should be
recused from participating in the proxy vote at issue, the Conflicts of Interest
Management Sub-Committee will so inform the GPVSC chair.

If notified that AM has a material conflict of interest as described above, the
GPVSC chair will obtain instructions as to how the proxies should be voted
either from (i) if time permits, the effected clients, or (ii) in accordance
with the standard guidelines. If notified that certain individuals should be
recused from the proxy vote at issue, the GPVSC Chair shall do so in accordance
with the procedures set forth below.

Note: Any AM employee who becomes aware of a potential, material conflict of
interest in respect of any proxy vote to be made on behalf of clients shall
notify Compliance. Compliance shall call a meeting of the conflict review
committee to evaluate such conflict and determine a recommended course of
action.

Procedures to be followed by the GPVSC. At the beginning of any discussion
regarding how to vote any proxy, the GPVSC Chair (or his or her delegate) will
inquire as to whether any GPVSC member (whether voting or ex officio) or any
person participating in the proxy voting process has a personal conflict of
interest or has actual knowledge of an actual or apparent conflict that has not
been reported to the Conflicts of Interest Management Sub-Committee.

The GPVSC Chair also will inquire of these same parties whether they have actual
knowledge regarding whether any director, officer or employee outside of the AM
organization (but within Deutsche Bank and its affiliates) or any entity that
identifies itself as a AM advisory client, has: (i) requested that AM, the Proxy
Vendor Oversight (or any member thereof) or a GPVSC member vote a particular
proxy in a certain manner; (ii) attempted to influence AM, the Proxy Vendor
Oversight (or any member thereof), a GPVSC member or any other person in
connection with proxy voting activities; or (iii) otherwise communicated with a
GPVSC member or any other person participating or providing information to the
GPVSC regarding the particular proxy vote at issue, and which incident has not
yet been reported to the Conflicts of Interest Management Sub- Committee.

If any such incidents are reported to the GPVSC Chair, the Chair will promptly
notify the Conflicts of Interest Management Sub-Committee and, if possible, will
delay the vote until the Conflicts of Interest Management Sub-Committee can
complete the conflicts report. If a delay is not possible, the Conflicts of
Interest Management Sub-Committee will instruct the GPVSC whether anyone should
be recused from the proxy voting process, or whether AM should vote the proxy in
accordance with the standard guidelines, seek instructions as to how to vote the
proxy at issue from ISS or, if time permits, the effected clients. These
inquiries and discussions will be properly reflected in the GPVSC's minutes.

Duty to Report. Any AM employee, including any GPVSC member (whether voting or
ex officio), that is aware of any actual or apparent conflict of interest
relevant to, or any attempt by any person outside of the AM organization (but
within Deutsche Bank and its affiliates) or any entity that identifies itself as
a AM advisory client to influence, how AM votes its proxies has a duty to
disclose the existence of the situation to the GPVSC Chair (or his or her
designee) and the details of the matter to the Conflicts of Interest Management
Sub-Committee. In the case of any person participating in the deliberations on a
specific vote, such disclosure should be made before engaging in any activities
or participating in any discussion pertaining to that vote.

Recusal of Members. The GPVSC will recuse from participating in a specific proxy
vote any GPVSC members (whether voting or ex officio) and/or any other person
who (i) are personally involved in a material conflict of interest; or (ii) who,
as determined by the Conflicts of Interest Management Sub-Committee, have actual
knowledge of a circumstance or fact that could effect their independent
judgment, in respect of such vote. The GPVSC will also exclude from
consideration the views of any person (whether requested or volunteered) if the
GPVSC or any member thereof knows, or if the Conflicts of Interest Management
Sub-Committee has determined, that such other person has a material conflict of
interest with respect to the particular proxy, or has attempted to influence the
vote in any manner prohibited by these policies.

If, after excluding all relevant GPVSC voting members pursuant to the paragraph
above, there are three or more GPVSC voting members remaining, those remaining
GPVSC members will determine how to vote the proxy in accordance with these
Policies and Procedures. If there are fewer than three GPVSC voting members
remaining, the GPVSC Chair will vote the proxy in accordance with the standard
guidelines, will obtain instructions as to how to have the proxy voted from, if
time permits, the effected clients and otherwise from ISS.

B.       Investment Companies and Affiliated Public Companies

Investment Companies. As reflected in the Guidelines, all proxies solicited by
open-end and closed-end investment companies are voted in accordance with the
pre-determined guidelines of ISS, unless the investment company client directs
AM to vote differently on a specific proxy or specific categories of proxies.
However, regarding investment companies for which AM or an affiliate serves as
investment adviser or principal underwriter, such proxies are voted in the same
proportion as the vote of all other shareholders (i.e., "mirror" or "echo"
voting). Master fund proxies solicited from feeder funds are voted in accordance
with applicable provisions of Section 12 of the Investment Company Act of 1940.

Subject to participation agreements with certain Exchange Traded Funds ("ETF")
issuers that have received exemptive orders from the U.S. Securities and
Exchange Commission allowing investing DWS funds to exceed the limits set forth
in Section 12(d)(1)(A) and (B) of the Investment Company Act of 1940, DeAM will
echo vote proxies for ETFs in which Deutsche Bank holds more than 25% of
outstanding voting shares globally when required to do so by participation
agreements and SEC orders.

Affiliated Public Companies. For proxies solicited by non-investment company
issuers of or within the Deutsche Bank organization, e.g., Deutsche bank itself,
these proxies will be voted in the same proportion as the vote of other
shareholders (i.e., "mirror" or "echo" voting).

Note: With respect to the QP Trust (not registered under the Investment Company
Act of 1940), the Fund is not required to engage in echo voting and the
investment adviser will use these Guidelines, and may determine, with respect to
the QP Trust, to vote contrary to the positions in the Guidelines, consistent
with the Fund's best interest.

C.       Other Procedures That Limit Conflicts of Interest

AM and other entities in the Deutsche Bank organization have adopted a number of
policies, procedures and internal controls that are designed to avoid various
conflicts of interest, including those that may arise in connection with proxy
voting, including:

o        Deutsche Bank Americas Restricted Activities Policy. This policy
         provides for, among other things, independence of AM employees from
         CIB, and information barriers between AM and other affiliates.
         Specifically, no AM employee may be subject to the supervision or
         control of any employee of CIB. No AM employee shall have his or her
         compensation based upon his or her contribution to any business
         activity within the Bank outside of the business of AM, without the
         prior approval of Legal or Compliance. Further, no employee of CIB
         shall have any input into the compensation of a AM employee without the
         prior approval of Legal or Compliance. Under the information barriers
         section of this policy, as a general rule, AM employees who are
         associated with the investment process should have no contact with
         employees of Deutsche Bank or its affiliates, outside of PCAM,
         regarding specific clients, business matters, or initiatives. Further,
         under no circumstances should proxy votes be discussed with any
         Deutsche Bank employee outside of AM (and should only be discussed on a
         need-to-know basis within AM).

Other relevant internal policies include the Deutsche Bank Americas Code of
Professional Conduct, the Deutsche Asset Management Information Sharing
Procedures, the Deutsche Asset Management Code of Ethics, the Sarbanes-Oxley
Senior Officer Code of Ethics, and the Deutsche Bank Group Code of Conduct. The
GPVSC expects that these policies, procedures and internal controls will greatly
reduce the chance that the GPVSC (or, its members) would be involved in, aware
of or influenced by, an actual or apparent conflict of interest.


V.       RECORDKEEPING

At a minimum, the following types of records must be properly maintained and
readily accessible in order to evidence compliance with this policy.

o        AM will maintain a record of each vote cast by AM that includes among
         other things, company name, meeting date, proposals presented, vote
         cast and shares voted.

o        The Proxy Vendor Oversight maintains records for each of the proxy
         ballots it votes. Specifically, the records include, but are not
         limited to:

         -        The proxy statement (and any additional solicitation
                  materials) and relevant portions of annual statements.

         -        Any additional information considered in the voting process
                  that may be obtained from an issuing company, its agents or
                  proxy research firms.

         -        Analyst worksheets created for stock option plan and share
                  increase analyses.

         -        Proxy Edge print-screen of actual vote election.

o        AM will retain these Policies and Procedures and the Guidelines; will
         maintain records of client requests for proxy voting information; and
         will retain any documents the Proxy Vendor Oversight or the GPVSC
         prepared that were material to making a voting decision or that
         memorialized the basis for a proxy voting decision.

o        The GPVSC also will create and maintain appropriate records documenting
         its compliance with these Policies and Procedures, including records of
         its deliberations and decisions regarding conflicts of interest and
         their resolution.

o        With respect to AM's investment company clients, ISS will create and
         maintain records of each company's proxy voting record for 12-month
         periods ended June 30. AM will compile the following information for
         each matter relating to a portfolio security considered at any
         shareholder meeting held during the period covered by the report and
         with respect to which the company was entitled to vote:

         -        The name of the issuer of the portfolio security;

         -        The exchange ticker symbol of the portfolio security (if
                  symbol is available through reasonably practicable means);

         -        The Council on Uniform Securities Identification Procedures
                  number for the portfolio security (if the number is available
                  through reasonably practicable means);

         -        The shareholder meeting date;

         -        A brief identification of the matter voted on;

         -        Whether the matter was proposed by the issuer or by a security
                  holder;

         -        Whether the company cast its vote on the matter;

         -        How the company cast its vote (e.g., for or against proposal,
                  or abstain; for or withhold regarding election of directors);
                  and

         -        Whether the company cast its vote for or against management.

Note: This list is intended to provide guidance only in terms of the records
that must be maintained in accordance with this policy. In addition, please note
that records must be maintained in accordance with the applicable AM Records
Management Policy.

With respect to electronically stored records, "properly maintained" is defined
as complete, authentic (unalterable) usable and backed-up. At a minimum, records
should be retained for a period of not less than six years (or longer, if
necessary to comply with applicable regulatory requirements), the first three
years in an appropriate AM office.


VI.      THE GPVSC'S OVERSIGHT ROLE

In addition to adopting the Guidelines and making proxy voting decisions on
matters referred to it as set forth above, the GPVSC will monitor the proxy
voting process by reviewing summary proxy information presented by ISS. The
GPVSC will use this review process to determine, among other things, whether any
changes should be made to the Guidelines. This review will take place at least
quarterly and will be documented in the GPVSC's minutes.


Attachment A - Global Proxy Voting Guidelines







                            Deutsche Asset Management

                         Global Proxy Voting Guidelines



                             As Amended October 2008


                                [GRAPHIC OMITTED]
Table of contents

I        Board Of Directors And Executives

         A        Election Of Directors

         B        Classified Boards Of Directors

         C        Board And Committee Independence

         D        Liability And Indemnification Of Directors

         E        Qualifications Of Directors

         F        Removal Of Directors And Filling Of Vacancies

         G        Proposals To Fix The Size Of The Board

         H        Proposals to Restrict Chief Executive Officer's Service on

                  Multiple Boards

         I        Proposals to Restrict Supervisory Board Members Service on

                  Multiple Boards

         J        Proposals to Establish Audit Committees

II       Capital Structure

         A        Authorization Of Additional Shares

         B        Authorization Of "Blank Check" Preferred Stock

         C        Stock Splits/Reverse Stock Splits

         D        Dual Class/Supervoting Stock

         E        Large Block Issuance

         F        Recapitalization Into A Single Class Of Stock

         G        Share Repurchases

         H        Reductions In Par Value

III      Corporate Governance Issues

         A        Confidential Voting

         B        Cumulative Voting

         C        Supermajority Voting Requirements

         D        Shareholder Right To Vote

IV       Compensation

         A        Establishment of a Remuneration Committee

         B        Executive And Director Stock Option Plans

         C        Employee Stock Option/Purchase Plans

         D        Golden Parachutes

         E        Proposals To Limit Benefits Or Executive Compensation

         F        Option Expensing

         G        Management board election and motion

         H        Remuneration (variable pay)

         I        Long-term incentive plans

         J        Shareholder Proposals Concerning "Pay For Superior
                  Performance"

         K        Executive Compensation Advisory

V        Anti-Takeover Related Issues

         A        Shareholder Rights Plans ("Poison Pills")

         B        Reincorporation

         C        Fair-Price Proposals

         D        Exemption From State Takeover Laws

         E        Non-Financial Effects Of Takeover Bids

VI       Mergers & Acquisitions

VII      Social & Political Issues

         A        Labor & Human Rights

         B        Diversity & Equality

         C        Health & Safety

         D        Government/Military

         E        Tobacco

VIII     Environmental Issues

IX       Miscellaneous Items

         A        Ratification Of Auditors

         B        Limitation Of Non-Audit Services Provided By Independent
                  Auditor

         C        Audit Firm Rotation

         D        Transaction Of Other Business

         E        Motions To Adjourn The Meeting

         F        Bundled Proposals

         G        Change Of Company Name

         H        Proposals Related To The Annual Meeting

         I        Reimbursement Of Expenses Incurred From Candidate Nomination

         J        Investment Company Proxies

         K        International Proxy Voting


These Guidelines may reflect a voting position that differs from the actual
practices of the public company (ies) within the Deutsche Bank organization or
of the investment companies for which AM or an affiliate serves as investment
adviser or sponsor.

NOTE: Because of the unique structure and regulatory scheme applicable to
closed-end investment companies, the voting guidelines (particularly those
related to governance issues) generally will be inapplicable to holdings of
closed-end investment companies. As a result, determinations on the appropriate
voting recommendation for closed-end investment company shares will be made on a
case-by-case basis.


I.       Board of Directors and Executives

A.       Election of Directors

Routine: AM Policy is to vote "for" the uncontested election of directors. Votes
for a director in an uncontested election will be withheld in cases where a
director has shown an inability to perform his/her duties in the best interests
of the shareholders.

Proxy contest: In a proxy contest involving election of directors, a
case-by-case voting decision will be made based upon analysis of the issues
involved and the merits of the incumbent and dissident slates of directors. AM
will incorporate the decisions of a third party proxy research vendor,
currently, Institutional Shareholder Services ("ISS") subject to review by the
Proxy Voting Sub-Committee (GPVSC) as set forth in the AM's Proxy Voting
Policies and Procedures.

Rationale: The large majority of corporate directors fulfill their fiduciary
obligation and in most cases support for management's nominees is warranted. As
the issues relevant to a contested election differ in each instance, those cases
must be addressed as they arise.

B.       Classified Boards of Directors

AM policy is to vote against proposals to classify the board and for proposals
to repeal classified boards and elect directors annually.

Rationale: Directors should be held accountable on an annual basis. By
entrenching the incumbent board, a classified board may be used as an
anti-takeover device to the detriment of the shareholders in a hostile take-over
situation.

C.       Board and Committee Independence

AM policy is to vote:

1.       "For" proposals that require that a certain percentage (majority up to
         66 2/3%) of members of a board of directors be comprised of independent
         or unaffiliated directors.

2.       "For" proposals that require all members of a company's compensation,
         audit, nominating, or other similar committees be comprised of
         independent or unaffiliated directors.

3.       "Against" shareholder proposals to require the addition of special
         interest, or constituency, representatives to boards of directors.

4.       "For" separation of the Chairman and CEO positions.

5.       "Against" proposals that require a company to appoint a Chairman who is
         an independent director.

Rationale: Board independence is a cornerstone of effective governance and
accountability. A board that is sufficiently independent from management assures
that shareholders' interests are adequately represented. However, the Chairman
of the board must have sufficient involvement in and experience with the
operations of the company to perform the functions required of that position and
lead the company.

No director qualifies as 'independent' unless the board of directors
affirmatively determines that the director has no material relationship with the
listed company (either directly or as a partner, shareholder or officer of an
organization that has a relationship with the company).

Whether a director is in fact not "independent" will depend on the laws and
regulations of the primary market for the security and the exchanges, if any, on
which the security trades.

D.       Liability and Indemnification of Directors

AM policy is to vote "for" management proposals to limit directors' liability
and to broaden the indemnification of directors, unless broader indemnification
or limitations on directors' liability would effect shareholders' interests in
pending litigation.

Rationale: While shareholders want directors and officers to be responsible for
their actions, it is not in the best interests of the shareholders for them to
be to risk averse. If the risk of personal liability is too great, companies may
not be able to find capable directors willing to serve. We support expanding
coverage only for actions taken in good faith and not for serious violations of
fiduciary obligation or negligence.

E.       Qualifications of Directors

AM policy is to follow management's recommended vote on either management or
shareholder proposals that set retirement ages for directors or require specific
levels of stock ownership by directors.

Rationale: As a general rule, the board of directors, and not the shareholders,
is most qualified to establish qualification policies.

F.       Removal of Directors and Filling of Vacancies

AM policy is to vote "against" proposals that include provisions that directors
may be removed only for cause or proposals that include provisions that only
continuing directors may fill board vacancies.

Rationale: Differing state statutes permit removal of directors with or without
cause. Removal of directors for cause usually requires proof of self-dealing,
fraud or misappropriation of corporate assets, limiting shareholders' ability to
remove directors except under extreme circumstances. Removal without cause
requires no such showing.

Allowing only incumbent directors to fill vacancies can serve as an
anti-takeover device, precluding shareholders from filling the board until the
next regular election.

G.       Proposals to Fix the Size of the Board

AM policy is to vote:

1.       "For" proposals to fix the size of the board unless: (a) no specific
         reason for the proposed change is given; or (b) the proposal is part of
         a package of takeover defenses.

2.       "Against" proposals allowing management to fix the size of the board
         without shareholder approval.

Rationale: Absent danger of anti-takeover use, companies should be granted a
reasonable amount of flexibility in fixing the size of its board.

H.       Proposals to Restrict Chief Executive Officer's Service on Multiple
         Boards

AM policy is to vote "For" proposals to restrict a Chief Executive Officer from
serving on more than three outside boards of directors.

Rationale: Chief Executive Officer must have sufficient time to ensure that
shareholders' interests are represented adequately.

Note: A director's service on multiple closed-end fund boards within a fund
complex are treated as service on a single Board for the purpose of the proxy
voting guidelines.

I.       Proposals to Restrict Supervisory Board Members Service on Multiple
         Boards (For FFT Securities)

AM policy is to vote "for" proposals to restrict a Supervisory Board Member from
serving on more than five supervisory boards.

Rationale: We consider a strong, independent and knowledgeable supervisory board
as important counter-balance to executive management to ensure that the
interests of shareholders are fully reflected by the company.

Full information should be disclosed in the annual reports and accounts to allow
all shareholders to judge the success of the supervisory board controlling their
company.

Supervisory Board Member must have sufficient time to ensure that shareholders'
interests are represented adequately.

Note: A director's service on multiple closed-end fund boards within a fund
complex are treated as service on a single Board for the purpose of the proxy
voting guidelines.

J.       Proposals to Establish Audit Committees (For FFT and U.S. Securities)
         AM policy is to vote "for" proposals that require the establishment of
         audit committees.

Rationale: The audit committee should deal with accounting and risk management
related questions, verifies the independence of the auditor with due regard to
possible conflicts of interest. It also should determine the procedure of the
audit process.


II.      Capital Structure

A.       Authorization of Additional Shares (For U.S. Securities)

AM policy is to vote "for" proposals to increase the authorization of existing
classes of stock that do not exceed a 3:1 ratio of shares authorized to shares
outstanding for a large cap company, and do not exceed a 4:1 ratio of shares
authorized to shares outstanding for a small-midcap company (companies having a
market capitalization under one billion U.S. dollars.).

Rationale: While companies need an adequate number of shares in order to carry
on business, increases requested for general financial flexibility must be
limited to protect shareholders from their potential use as an anti-takeover
device. Requested increases for specifically designated, reasonable business
purposes (stock split, merger, etc.) will be considered in light of those
purposes and the number of shares required.

B.       Authorization of "Blank Check" Preferred Stock (For U.S. Securities)

AM policy is to vote:

1.   "Against" proposals to create blank check preferred stock or to increase
     the number of authorized shares of blank check preferred stock unless the
     company expressly states that the stock will not be used for anti-takeover
     purposes and will not be issued without shareholder approval.

2.   "For" proposals mandating shareholder approval of blank check stock
     placement.

Rationale: Shareholders should be permitted to monitor the issuance of classes
of preferred stock in which the board of directors is given unfettered
discretion to set voting, dividend, conversion and other rights for the shares
issued.

C.       Stock Splits/Reverse Stock Splits

AM policy is to vote "for" stock splits if a legitimate business purpose is set
forth and the split is in the shareholders' best interests. A vote is cast "for"
a reverse stock split only if the number of shares authorized is reduced in the
same proportion as the reverse split or if the effective increase in authorized
shares (relative to outstanding shares) complies with the proxy guidelines for
common stock increases (see, Section II.A, above.)

Rationale: Generally, stock splits do not detrimentally effect shareholders.
Reverse stock splits, however, may have the same result as an increase in
authorized shares and should be analyzed accordingly.

D.       Dual Class/Supervoting Stock

AM policy is to vote "against" proposals to create or authorize additional
shares of super-voting stock or stock with unequal voting rights.

Rationale: The "one share, one vote" principal ensures that no shareholder
maintains a voting interest exceeding their equity interest in the company.

E.       Large Block Issuance (For U.S. Securities)

AM policy is to address large block issuances of stock on a case-by-case basis,
incorporating the recommendation of an independent third party proxy research
firm (currently ISS) subject to review by the GPVSC as set forth in AM's Proxy
Policies and Procedures.

Additionally, AM supports proposals requiring shareholder approval of large
block issuances.

Rationale: Stock issuances must be reviewed in light of the business
circumstances leading to the request and the potential impact on shareholder
value.

F.       Recapitalization into a Single Class of Stock

AM policy is to vote "for" recapitalization plans to provide for a single class
of common stock, provided the terms are fair, with no class of stock being
unduly disadvantaged.

Rationale: Consolidation of multiple classes of stock is a business decision
that may be left to the board and/management if there is no adverse effect on
shareholders.

G.       Share Repurchases

AM policy is to vote "for" share repurchase plans provided all shareholders are
able to participate on equal terms.

Rationale: Buybacks are generally considered beneficial to shareholders because
they tend to increase returns to the remaining shareholders.

H.       Reductions in Par Value

AM policy is to vote "for" proposals to reduce par value, provided a legitimate
business purpose is stated (e.g., the reduction of corporate tax
responsibility.)

Rationale: Usually, adjustments to par value are a routine financial decision
with no substantial impact on shareholders.


III.     Corporate Governance Issues

A.       Confidential Voting

AM policy is to vote "for" proposals to provide for confidential voting and
independent tabulation of voting results and to vote "against" proposals to
repeal such provisions.

Rationale: Confidential voting protects the privacy rights of all shareholders.
This is particularly important for employee-shareholders or shareholders with
business or other affiliations with the company, who may be vulnerable to
coercion or retaliation when opposing management. Confidential voting does not
interfere with the ability of corporations to communicate with all shareholders,
nor does it prohibit shareholders from making their views known directly to
management.

B.       Cumulative Voting (For U.S. Securities)

AM policy is to vote "against" shareholder proposals requesting cumulative
voting and "for" management proposals to eliminate it. The protections afforded
shareholders by cumulative voting are not necessary when a company has a history
of good performance and does not have a concentrated ownership interest.
Accordingly, a vote is cast "against" cumulative voting and "for" proposals to
eliminate it if:

a)       The company has a five year return on investment greater than the
         relevant industry index,

b)       All directors and executive officers as a group beneficially own less
         than 10% of the outstanding stock, and

c)       No shareholder (or voting block) beneficially owns 15% or more of the
         company.

Thus, failure of any one of the three criteria results in a vote for cumulative
voting in accordance with the general policy.

Rationale: Cumulative voting is a tool that should be used to ensure that
holders of a significant number of shares may have board representation;
however, the presence of other safeguards may make their use unnecessary.

C.       Supermajority Voting Requirements

AM policy is to vote "against" management proposals to require a supermajority
vote to amend the charter or bylaws and to vote "for" shareholder proposals to
modify or rescind existing supermajority requirements.

*Exception made when company holds a controlling position and seeks to lower
threshold to maintain control and/or make changes to corporate by-laws.

Rationale: Supermajority voting provisions violate the democratic principle that
a simple majority should carry the vote. Setting supermajority requirements may
make it difficult or impossible for shareholders to remove egregious by-law or
charter provisions. Occasionally, a company with a significant insider held
position might attempt to lower a supermajority threshold to make it easier for
management to approve provisions that may be detrimental to shareholders. In
that case, it may not be in the shareholders interests to lower the
supermajority provision.

D.       Shareholder Right to Vote

AM policy is to vote "against" proposals that restrict the right of shareholders
to call special meetings, amend the bylaws, or act by written consent. Policy is
to vote "for" proposals that remove such restrictions.

Rationale: Any reasonable means whereby shareholders can make their views known
to management or effect the governance process should be supported.


IV.      Compensation

Annual Incentive Plans or Bonus Plans are often submitted to shareholders for
approval. These plans typically award cash to executives based on company
performance. Deutsche Bank believes that the responsibility for executive
compensation decisions rest with the board of directors and/or the compensation
committee, and its policy is not to second-guess the board's award of cash
compensation amounts to executives unless a particular award or series of awards
is deemed excessive. If stock options are awarded as part of these bonus or
incentive plans, the provisions must meet Deutsche Bank's criteria regarding
stock option plans, or similar stock-based incentive compensation schemes, as
set forth below.

A.       Establishment of a Remuneration Committee (For FFT Securities)

AM policy is to vote "for" proposals that require the establishment of a
remuneration committee.

Rationale: Corporations should disclose in each annual report or proxy statement
their policies on remuneration. Essential details regarding executive
remuneration including share options, long-term incentive plans and bonuses,
should be disclosed in the annual report, so that investors can judge whether
corporate pay policies and practices meet the standard.

The remuneration committee shall not comprise any board members and should be
sensitive to the wider scene on executive pay. It should ensure that
performance-based elements of executive pay are designed to align the interests
of shareholders.

B.       Executive and Director Stock Option Plans

AM policy is to vote "for" stock option plans that meet the following criteria:

(1)      The resulting dilution of existing shares is less than (a) 15 percent
         of outstanding shares for large capital corporations or (b) 20 percent
         of outstanding shares for small-mid capital companies (companies having
         a market capitalization under one billion U.S. dollars.)

(2)      The transfer of equity resulting from granting options at less than FMV
         is no greater than 3% of the over-all market capitalization of large
         capital corporations, or 5% of market cap for small-mid capital
         companies.

(3)      The plan does not contain express repricing provisions and, in the
         absence of an express statement that options will not be repriced; the
         company does not have a history of repricing options.

(4)      The plan does not grant options on super-voting stock.

AM will support performance-based option proposals as long as a) they do not
mandate that all options granted by the company must be performance based, and
b) only certain high-level executives are subject to receive the performance
based options.

AM will support proposals to eliminate the payment of outside director pensions.

Rationale: Determining the cost to the company and to shareholders of
stock-based incentive plans raises significant issues not encountered with
cash-based compensation plans. These include the potential dilution of existing
shareholders' voting power, the transfer of equity out of the company resulting
from the grant and execution of options at less than FMV and the authority to
reprice or replace underwater options. Our stock option plan analysis model
seeks to allow reasonable levels of flexibility for a company yet still protect
shareholders from the negative impact of excessive stock compensation.
Acknowledging that small mid-capital corporations often rely more heavily on
stock option plans as their main source of executive compensation and may not be
able to compete with their large capital competitors with cash compensation, we
provide slightly more flexibility for those companies.

C.       Employee Stock Option/Purchase Plans

AM policy is to vote for employee stock purchase plans (ESPP's) when the plan
complies with Internal Revenue Code 423, allowing non-management employees to
purchase stock at 85% of FMV.

AM policy is to vote "for" employee stock option plans (ESOPs) provided they
meet the standards for stock option plans in general. However, when computing
dilution and transfer of equity, ESOPs are considered independently from
executive and director option plans.

Rationale: ESOPs and ESPP's encourage rank-and-file employees to acquire an
ownership stake in the companies they work for and have been shown to promote
employee loyalty and improve productivity.

D.       Golden Parachutes

AM policy is to vote "for" proposals to require shareholder approval of golden
parachutes and for proposals that would limit golden parachutes to no more than
three times base compensation. Policy is to vote "against" more restrictive
shareholder proposals to limit golden parachutes.

Rationale: In setting a reasonable limitation, AM considers that an effective
parachute should be less attractive than continued employment and that the IRS
has opined that amounts greater than three times annual salary, are excessive.

E.       Proposals to Limit Benefits or Executive Compensation

AM policy is to vote "against"

1.   Proposals to limit benefits, pensions or compensation and

2.   Proposals that request or require disclosure of executive compensation
     greater than the disclosure required by Securities and Exchange Commission
     (SEC) regulations.

Rationale: Levels of compensation and benefits are generally considered to be
day-to-day operations of the company, and are best left unrestricted by
arbitrary limitations proposed by shareholders.

F.       Option Expensing

AM policy is to support proposals requesting companies to expense stock options.

Rationale: Although companies can choose to expense options voluntarily, the
Financial Accounting Standards Board (FASB) does not yet require it, instead
allowing companies to disclose the theoretical value of options as a footnote.
Because the expensing of stock options lowers earnings, most companies elect not
to do so. Given the fact that options have become an integral component of
compensation and their exercise results in a transfer of shareholder value, AM
agrees that their value should not be ignored and treated as "no cost"
compensation. The expensing of stock options would promote more modest and
appropriate use of stock options in executive compensation plans and present a
more accurate picture of company operational earnings.

G.        Management board election and motion (For FFT Securities)

AM policy is to vote "against":

o        the election of board members with positions on either remuneration or
         audit committees;

o        the election of supervisory board members with too many supervisory
         board mandates;

o        "automatic" election of former board members into the supervisory
         board.

Rationale: Management as an entity, and each of its members, are responsible for
all actions of the company, and are - subject to applicable laws and regulations
- accountable to the shareholders as a whole for their actions.

Sufficient information should be disclosed in the annual company report and
account to allow shareholders to judge the success of the company.

H.       Remuneration (variable pay): (For FFT Securities)

Executive remuneration for Management Board

AM policy is to vote "for" remuneration for Management Board that is transparent
and linked to results.

Rationale: Executive compensation should motivate management and align the
interests of management with the shareholders. The focus should be on criteria
that prevent excessive remuneration; but enable the company to hire and retain
first-class professionals.

Shareholder interests are normally best served when management is remunerated to
optimise long-term returns. Criteria should include suitable measurements like
return on capital employed or economic value added.

Interests should generally also be correctly aligned when management own shares
in the company - even more so if these shares represent a substantial portion of
their own wealth.

Its disclosure shall differentiate between fixed pay, variable (performance
related) pay and long-term incentives, including stock option plans with
valuation ranges as well as pension and any other significant arrangements.

Executive remuneration for Supervisory Board

AM policy is to vote "for" remuneration for Supervisory Board that is at least
50% in fixed form.

Rationale: It would normally be preferable if performance linked compensation
were not based on dividend payments, but linked to suitable result based
parameters. Consulting and procurement services should also be published in the
company report.

I.       Long-term incentive plans (For FFT Securities)

AM policy is to vote "for" long-term incentive plans for members of a management
board that reward for above average company performance.

Rationale: Incentive plans will normally be supported if they:

o        directly align the interests of members of management boards with those
         of shareholders;

o        establish challenging performance criteria to reward only above average
         performance;

o        measure performance by total shareholder return in relation to the
         market or a range of comparable companies;

o        are long-term in nature and encourage long-term ownership of the shares
         once exercised through minimum holding periods;

o        do not allow a repricing of the exercise price in stock option plans.

J.       Shareholder Proposals Concerning "Pay for Superior Performance"

AM policy is to address pay for superior performance proposals on a case-by-case
basis, incorporating the recommendation of an independent third party proxy
research firm (currently ISS) subject to review by the GPVSC as set forth in
AM's Proxy Policies and Procedures.

Rationale: While AM agrees that compensation issues are better left to the
discretion of management, they appreciate the need to monitor for excessive
compensation practices on a case by case basis. If, after a review of the ISS
metrics, AM is comfortable with ISS's applying this calculation and will vote
according to their recommendation.

K.       Executive Compensation Advisory

AM policy is to follow management's recommended vote on shareholder proposals to
propose an advisory resolution seeking to ratify the compensation of the
company's named executive officers (NEOs) on an annual basis.

Rationale: AM believes that controls exist within senior management and
corporate compensation committees, ensuring fair compensation to executives.
This might allow shareholders to require approval for all levels of management's
compensation.

V.       Anti-Takeover Related Issues

A.       Shareholder Rights Plans ("Poison Pills")

AM policy is to vote "for" proposals to require shareholder ratification of
poison pills or that request boards to redeem poison pills, and to vote
"against" the adoption of poison pills if they are submitted for shareholder
ratification.

Rationale: Poison pills are the most prevalent form of corporate takeover
defenses and can be (and usually are) adopted without shareholder review or
consent. The potential cost of poison pills to shareholders during an attempted
takeover outweighs the benefits.

B.       Reincorporation

AM policy is to examine reincorporation proposals on a case-by-case basis. The
voting decision is based on: (1) differences in state law between the existing
state of incorporation and the proposed state of incorporation; and (2)
differences between the existing and the proposed charter/bylaws/articles of
incorporation and their effect on shareholder rights. If changes resulting from
the proposed reincorporation violate the corporate governance principles set
forth in these guidelines, the reincorporation will be deemed contrary to
shareholder's interests and a vote cast "against."

Rationale: Reincorporations can be properly analyzed only by looking at the
advantages and disadvantages to their shareholders. Care must be taken that
anti-takeover protection is not the sole or primary result of a proposed change.

C.       Fair-Price Proposals

AM policy is to vote "for" management fair-price proposals, provided that: (1)
the proposal applies only to two-tier offers; (2) the proposal sets an objective
fair-price test based on the highest price that the acquirer has paid for a
company's shares; (3) the supermajority requirement for bids that fail the
fair-price test is no higher than two-thirds of the outstanding shares; (4) the
proposal contains no other anti-takeover provisions or provisions that restrict
shareholders rights.

A vote is cast for shareholder proposals that would modify or repeal existing
fair-price requirements that do not meet these standards.

Rationale: While fair price provisions may be used as anti-takeover devices, if
adequate provisions are included, they provide some protection to shareholders
who have some say in their application and the ability to reject those
protections if desired.

D.       Exemption from state takeover laws

AM policy is to vote "for" shareholder proposals to opt out of state takeover
laws and to vote "against" management proposals requesting to opt out of state
takeover laws.

Rationale: Control share statutes, enacted at the state level, may harm
long-term share value by entrenching management. They also unfairly deny certain
shares their inherent voting rights.

E.       Non-financial Effects of Takeover Bids

Policy is to vote "against" shareholder proposals to require consideration of
non-financial effects of merger or acquisition proposals.

Rationale: Non-financial effects may often be subjective and are secondary to
AM's stated purpose of acting in its client's best economic interest.


VI.      Mergers & Acquisitions

Evaluation of mergers, acquisitions and other special corporate transactions
(i.e., takeovers, spin-offs, sales of assets, reorganizations, restructurings
and recapitalizations) are performed on a case-by-case basis incorporating
information from an independent proxy research source (currently ISS.)
Additional resources including portfolio management and research analysts may be
considered as set forth in AM's Policies and Procedures.


VII.     Social, Environmental & Political Issues

Social and environmental issues are becoming increasingly important to corporate
success. We incorporate social and environmental considerations into both our
investment decisions and our proxy voting decisions - particularly if the
financial performance of the company could be impacted.

With increasing frequency, shareholder proposals are submitted relating to
social and political responsibility issues. Almost universally, the company
management will recommend a vote "against" these proposals. These types of
proposals cover an extremely wide range of issues. Many of the issues tend to be
controversial and are subject to more than one reasonable, yet opposing, theory
of support. More so than with other types of proxy proposals, social and
political responsibility issues may not have a connection to the economic and
corporate governance principles effecting shareholders' interests. AM's policy
regarding social and political responsibility issues, as with any other issue,
is designed to protect our client shareholders' economic interests.

Occasionally, a distinction is made between a shareholder proposal requesting
direct action on behalf of the board and a request for a report on (or
disclosure of) some information. In order to avoid unduly burdening any company
with reporting requirements, AM's policy is to vote against shareholder
proposals that demand additional disclosure or reporting than is required by the
Securities and Exchange Commission unless it appears there is a legitimate issue
and the company has not adequately addressed shareholders' concerns.

A.       Labor & Human Rights

AM policy is to vote "against" adopting global codes of conduct or workplace
standards exceeding those mandated by law.

Rationale: Additional requirements beyond those mandated by law are deemed
unnecessary and potentially burdensome to companies

B.       Diversity & Equality

1.       AM policy is to vote "against" shareholder proposals to force equal
         employment opportunity, affirmative action or board diversity.

Rationale: Compliance with State and Federal legislation along with information
made available through filings with the EEOC provides sufficient assurance that
companies act responsibly and make information public.

2.       AM policy is also to vote "against" proposals to adopt the Mac Bride
         Principles. The Mac Bride Principles promote fair employment,
         specifically regarding religious discrimination.

Rationale: Compliance with the Fair Employment Act of 1989 makes adoption of the
Mac Bride Principles redundant. Their adoption could potentially lead to charges
of reverse discrimination.

C.       Health & Safety

1.       AM policy is to vote "against" adopting a pharmaceutical price
         restraint policy or reporting pricing policy changes.

Rationale: Pricing is an integral part of business for pharmaceutical companies
and should not be dictated by shareholders (particularly pursuant to an
arbitrary formula.) Disclosing pricing policies may also jeopardize a company's
competitive position in the marketplace.

2.       AM policy is to vote "against" shareholder proposals to control the use
         or labeling of and reporting on genetically engineered products.

Rationale: Additional requirements beyond those mandated by law are deemed
unnecessary and potentially burdensome to companies.

D.       Government/Military

1.       AM policy is to vote against shareholder proposals regarding the
         production or sale of military arms or nuclear or space-based weapons,
         including proposals seeking to dictate a company's interaction with a
         particular foreign country or agency.

Rationale: Generally, management is in a better position to determine what
products or industries a company can and should participate in. Regulation of
the production or distribution of military supplies is, or should be, a matter
of government policy.

2.       AM policy is to vote "against" shareholder proposals regarding
         political contributions and donations.

Rationale: The Board of Directors and Management, not shareholders, should
evaluate and determine the recipients of any contributions made by the company.

3.       AM policy is to vote "against" shareholder proposals regarding
         charitable contributions and donations.

Rationale: The Board of Directors and Management, not shareholders, should
evaluate and determine the recipients of any contributions made by the company.

E.       Tobacco

1.       AM policy is to vote "against" shareholder proposals requesting
         additional standards or reporting requirements for tobacco companies as
         well as "against" requesting companies to report on the intentional
         manipulation of nicotine content.

Rationale: Where a tobacco company's actions meet the requirements of legal and
industry standards, imposing additional burdens may detrimentally effect a
company's ability to compete. The disclosure of nicotine content information
could affect the company's rights in any pending or future litigation.

2.       Shareholder requests to spin-off or restructure tobacco businesses will
         be opposed.

Rationale: These decisions are more appropriately left to the Board and
management, and not to shareholder mandate.


VIII.    Environmental Issues

AM policy is to follow management's recommended vote on CERES Principles or
other similar environmental mandates (e.g., those relating to Greenhouse gas
emissions or the use of nuclear power).

Rationale: Environmental issues are extensively regulated by outside agencies
and compliance with additional requirements often involves significant cost to
companies.


IX.      Miscellaneous Items

A.       Ratification of Auditors

AM policy is to vote "for" a) the management recommended selection of auditors
and b) proposals to require shareholder approval of auditors.

Rationale: Absent evidence that auditors have not performed their duties
adequately, support for management's nomination is warranted.

B.       Limitation of non-audit services provided by independent auditor

AM policy is to support proposals limiting non-audit fees to 50% of the
aggregate annual fees earned by the firm retained as a company's independent
auditor.

Rationale: In the wake of financial reporting problems and alleged audit
failures at a number of companies, AM supports the general principle that
companies should retain separate firms for audit and consulting services to
avoid potential conflicts of interest. However, given the protections afforded
by the recently enacted Sarbanes-Oxley Act of 2002 (which requires Audit
Committee pre-approval for non-audit services and prohibits auditors from
providing specific types of services), and the fact that some non-audit services
are legitimate audit-related services, complete separation of audit and
consulting fees may not be warranted. A reasonable limitation is appropriate to
help ensure auditor independence and it is reasonable to expect that audit fees
exceed non-audit fees.

C.       Audit firm rotation

AM policy is to support proposals seeking audit firm rotation unless the
rotation period sought is less than five years.

Rationale: While the Sarbanes-Oxley Act mandates that the lead audit partner be
switched every five years, AM believes that rotation of the actual audit firm
would provide an even stronger system of checks and balances on the audit
function.

D.       Transaction of Other Business

AM policy is to vote against "transaction of other business" proposals.

Rationale: This is a routine item to allow shareholders to raise other issues
and discuss them at the meeting. As the nature of these issues may not be
disclosed prior to the meeting, we recommend a vote against these proposals.
This protects shareholders voting by proxy (and not physically present at a
meeting) from having action taken at the meeting that they did not receive
proper notification of or sufficient opportunity to consider.

E.       Motions to Adjourn the Meeting

AM Policy is to vote against proposals to adjourn the meeting.

Rationale: Management may seek authority to adjourn the meeting if a favorable
outcome is not secured. Shareholders should already have had enough information
to make a decision. Once votes have been cast, there is no justification for
management to continue spending time and money to press shareholders for
support.

F.       Bundled Proposals

AM policy is to vote against bundled proposals if any bundled issue would
require a vote against it if proposed individually.

Rationale: Shareholders should not be forced to "take the good with the bad" in
cases where the proposals could reasonably have been submitted separately.

G.       Change of Company Name

AM policy is to support management on proposals to change the company name.

Rationale: This is generally considered a business decision for a company.

H.       Proposals Related to the Annual Meeting

AM Policy is to vote in favor of management for proposals related to the conduct
of the annual meeting (meeting time, place, etc.)

Rationale: These are considered routine administrative proposals.

I.       Reimbursement of Expenses Incurred from Candidate Nomination

AM policy is to follow management's recommended vote on shareholder proposals
related to the amending of company bylaws to provide for the reimbursement of
reasonable expenses incurred in connection with nominating one or more
candidates in a contested election of directors to the corporation's board of
directors.

Rationale: Corporations should not be liable for costs associated with
shareholder proposals for directors.

J.       Investment Company Proxies

Proxies solicited by investment companies are voted in accordance with the
recommendations of an independent third party, currently ISS. However, regarding
investment companies for which AM or an affiliate serves as investment adviser
or principal underwriter, such proxies are voted in the same proportion as the
vote of all other shareholders. Proxies solicited by master funds from feeder
funds will be voted in accordance with applicable provisions of Section 12 of
the Investment Company Act of 1940.

Investment companies, particularly closed-end investment companies, are
different from traditional operating companies. These differences may call for
differences in voting positions on the same matter. For example, AM could vote
"for" staggered boards of closed-end investment companies, although AM generally
votes "against" staggered boards for operating companies. Further, the manner in
which AM votes investment company proxies may differ from proposals for which a
AM-advised investment company solicits proxies from its shareholders. As
reflected in the Guidelines, proxies solicited by closed-end (and open-end)
investment companies are voted in accordance with the pre-determined guidelines
of an independent third-party.

Subject to participation agreements with certain Exchange Traded Funds ("ETF")
issuers that have received exemptive orders from the U.S. Securities and
Exchange Commission allowing investing DWS funds to exceed the limits set forth
in Section 12(d)(1)(A) and (B) of the Investment Company Act of 1940, DeAM will
echo vote proxies for ETFs in which Deutsche Bank holds more than 25% of
outstanding voting shares globally when required to do so by participation
agreements and SEC orders.

Note: With respect to the QP Trust (not registered under the Investment Company
Act of 1940), the Fund is not required to engage in echo voting and the
investment adviser will use these Guidelines, and may determine, with respect to
the QP Trust, to vote contrary to the positions in the Guidelines, consistent
with the Fund's best interest.


K.       International Proxy Voting

The above guidelines pertain to issuers organized in the United States, Canada
and Germany. Proxies solicited by other issuers are voted in accordance with
international guidelines or the recommendation of ISS and in accordance with
applicable law and regulation.






                      APPENDIX B -- RATINGS OF INVESTMENTS

                            COMMERCIAL PAPER RATINGS

A-1, A-2, Prime-1, Prime-2 and F1, F2

The ratings A-1 and A-2 are the two highest commercial paper ratings assigned by
Standard & Poor's. A short-term obligation rated 'A-1' is rated in the highest
category by Standard & Poor's. The obligor's 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 short-term obligation rated 'A-2' is 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.

The ratings Prime-1 and Prime-2 are the two highest commercial paper ratings
assigned by Moody's Investors Service, Inc. Among the factors considered by them
in assigning ratings are the following: (1) evaluation of the management of the
issuer; (2) economic evaluation of the issuer's industry or industries and an
appraisal of speculative-type risks which may be inherent in certain areas; (3)
evaluation of the issuer's products in relation to competition and customer
acceptance; (4) liquidity; (5) amount and quality of long-term debt; (6) trend
of earnings over a period of ten years; (7) financial strength of a parent
company and the relationships which exist with the issuer; and (8) recognition
by the management of obligations which may be present or may arise as a result
of public interest questions and preparations to meet such obligations. Relative
strength or weakness of the above factors determines whether the issuer's
commercial paper is rated Prime-1 or Prime-2..

The ratings F1 and F2 are the two highest commercial paper ratings assigned by
Fitch Ratings. F1 reflects highest credit quality. F1 indicates the strongest
capacity for timely payment of financial commitments; and may have an added "+"
to denote any exceptionally strong credit feature. F2 reflects good credit
quality. F2 has a satisfactory capacity for timely payment of financial
commitments, but the margin of safety is not as great as in the case of higher
ratings.

MIG-1 and MIG-2 Municipal Notes

Moody's Investors Service, Inc.'s ratings for state and municipal notes and
other short-term loans will be designated Moody's Investment Grade (MIG). This
distinction is in recognition of the differences between short-term credit risk
and long-term risk. Factors affecting the liquidity of the borrower are
uppermost in importance in short-term borrowing, while various factors of the
first importance in bond risk are of lesser importance in the short run. Loans
designated MIG-1 are of 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. Loans designated
MIG-2 are of high quality, with margins of protection ample although not so
large as in the preceding group.

STANDARD & POOR'S BOND RATINGS

AAA. This is the highest rating assigned to a debt obligation and indicates an
extremely strong capacity to pay principal and interest.

AA. Bonds rated AA also qualify as high-quality debt obligations. Capacity to
pay principal and interest is very strong, and in the majority of instances they
differ from AAA issues only in small degree.

MOODY'S INVESTORS SERVICE, INC. BOND RATINGS

Aaa. Bonds which are 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.



<PAGE>





                               CASH ACCOUNT TRUST

                              Tax-Exempt Portfolio
















                       STATEMENT OF ADDITIONAL INFORMATION

                    DWS Tax-Exempt Cash Institutional Shares

                         Tax-Exempt Cash Managed Shares

                                 August 1, 2009

This Statement of Additional Information ("SAI") is not a prospectus and should
be read in conjunction with the prospectuses for the DWS Tax-Exempt Cash
Institutional Shares and Tax-Exempt Cash Managed Shares of the Portfolio (as
defined herein), each dated August 1, 2009, as amended from time to time, copies
of which may be obtained without charge by calling (800) 231-8568 for
Tax-Exempt Cash Managed Shares and (800) 730-1313 for DWS Tax-Exempt Cash
Institutional Shares, through the DWS Investments Web site at
www.dws-investments.com or from the firm from which this SAI was obtained and
are available along with other materials on the Securities and Exchange
Commission's Internet Web site (http://www.sec.gov).

Portions of the Annual Report to shareholders of the Portfolio for DWS
Tax-Exempt Cash Institutional Shares and Tax-Exempt Cash Managed Shares, dated
April 30, 2009, are incorporated by reference into and are hereby deemed to be a
part of this SAI. A copy of an Annual Report may be obtained free of charge by
calling (800) 231-8568 for Tax-Exempt Cash Managed Shares and (800) 730-1313 for
DWS Tax-Exempt Cash Institutional Shares.

This SAI is incorporated by reference into the prospectuses.




                                TABLE OF CONTENTS

                                                                         Page
                                                                         ----

INVESTMENT RESTRICTIONS.....................................................2

INVESTMENT POLICIES AND TECHNIQUES..........................................3
   Portfolio Holdings Information..........................................14

MANAGEMENT OF THE PORTFOLIO................................................15
   Investment Advisor......................................................15
   Code of Ethics..........................................................18

PORTFOLIO SERVICE PROVIDERS................................................20
   Administrator...........................................................20
   Distributor.............................................................21
   Custodian...............................................................22
   Transfer Agent..........................................................22
   Legal Counsel...........................................................23
   Independent Registered Public Accounting Firm...........................23

PORTFOLIO TRANSACTIONS.....................................................24

PURCHASE AND REDEMPTION OF SHARES..........................................26

DIVIDENDS..................................................................41

TAXES......................................................................42

NET ASSET VALUE............................................................43

BOARD MEMBERS AND OFFICERS.................................................45

TRUST ORGANIZATION.........................................................65

PROXY VOTING GUIDELINES....................................................66

FINANCIAL STATEMENTS.......................................................68

ADDITIONAL INFORMATION.....................................................68

APPENDIX A -- PROXY VOTING GUIDELINES.......................................69

APPENDIX B -- RATINGS OF INVESTMENTS........................................95



This combined SAI contains information about the DWS Tax-Exempt Cash
Institutional Shares ("Institutional Shares") and Tax-Exempt Cash Managed Shares
("Managed Shares") (collectively the "Shares") of Tax-Exempt Portfolio (the
"Portfolio") offered by Cash Account Trust (the "Trust").

                             INVESTMENT RESTRICTIONS

The Portfolio has adopted the following fundamental investment policies which
may not be changed for the Portfolio without the approval of a majority of its
outstanding voting securities which, under the Investment Company Act of 1940,
as amended (the "1940 Act") and the rules thereunder and as used in this
combined SAI, means the lesser of (1) 67% or more of the voting securities of
the Portfolio present at such meeting, if holders of more than 50% of the
outstanding voting securities of the Portfolio are present or represented by
proxy, or (2) more than 50% of the outstanding voting securities of the
Portfolio.

Except as otherwise indicated, the Portfolio's investment objective and policies
are not fundamental and may be changed without a vote of shareholders. There can
be no assurance that the Portfolio's investment objective will be met.

The Portfolio, a series of the Trust, an open-end investment management company,
has elected to be treated as diversified, as that term is used in the 1940 Act,
as amended, and as interpreted or modified by regulatory authority having
jurisdiction, from time to time.

As a matter of fundamental policy, the Portfolio may not:

(1)      Borrow money, except as permitted under the 1940 Act, as amended, 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, as
         amended, 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 a Portfolio may be 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 deal in real estate or mortgages or investments secured
         by real estate or interests therein, except that a Portfolio reserves
         freedom of action to hold and to sell real estate acquired as a result
         of a Portfolio's ownership of securities.

(5)      Purchase or sell commodities, except as permitted by the 1940 Act, as
         amended, and as interpreted or modified by regulatory authority having
         jurisdiction, from time to time.

(6)      Make loans except as permitted under the 1940 Act, as amended, and as
         interpreted or modified by regulatory authority having jurisdiction,
         from time to time; or

(7)      Concentrate its investments in a particular industry (excluding U.S.
         Government obligations), as that term is used in the 1940 Act, as
         amended, and as interpreted or modified by regulatory authority having
         jurisdiction, from time to time.

The Portfolio, as a nonfundamental policy that may be changed without
shareholder vote, may not: purchase securities of other investment companies,
except in connection with a merger, consolidation, reorganization or acquisition
of assets.

In addition, the Portfolio may invest more than 25% of its total assets in
industrial development bonds.

The Portfolio will not purchase illiquid securities, including time deposits and
repurchase agreements maturing in more than seven days if, as a result thereof,
more than 10% of the Portfolio's net assets valued at the time of the
transaction would be invested in such securities.

Any investment restrictions herein which involve a maximum percentage of
securities or assets shall not be considered to be violated unless an excess
over the percentage occurs immediately after and is caused by an acquisition or
encumbrance of securities or assets of, or borrowings by the Portfolio.

                       INVESTMENT POLICIES AND TECHNIQUES

The Portfolio described in this SAI seeks to provide maximum current income,
that is exempt from federal income taxes, consistent with stability of capital.
The Portfolio is managed to maintain a net asset value of $1.00 per share.

The Portfolio is a money market mutual fund designed to provide its shareholders
with professional management of short-term investment dollars. The Portfolio is
designed for investors who seek maximum current income consistent with stability
of capital. The Portfolio pools individual and institutional investors' money to
buy high quality money market instruments. The Trust is a series investment
company that is able to provide investors with a choice of separate investment
portfolios. The Trust currently offers three investment portfolios: the Money
Market Portfolio, the Government & Agency Securities Portfolio and the
Tax-Exempt Portfolio. The Portfolio's investments are subject to price
fluctuations resulting from rising or declining interest rates and are subject
to the ability of the issuers of such investments to make payment at maturity.
Thus, the Portfolio is designed for investors who want to avoid the fluctuations
of principal commonly associated with equity or long-term bond investments.
There can be no guarantee that the Portfolio will achieve its investment
objective or that it will maintain a net asset value of $1.00 per share.

The Portfolio seeks to provide maximum current income that is exempt from
federal income taxes to the extent consistent with stability of capital. The
Portfolio pursues its investment objective primarily through a professionally
managed, diversified portfolio of short-term high quality tax-exempt municipal
obligations. Under normal circumstances, at least 80% of the Portfolio's net
assets will, as a fundamental policy, be invested in obligations issued by or on
behalf of states, territories and possessions of the United States and the
District of Columbia and their political subdivisions, agencies and
instrumentalities ("Municipal Securities"), the income from which is exempt from
regular federal income tax and federal alternative minimum tax ("AMT"). In
compliance with the position of the staff of the Securities and Exchange
Commission (the "SEC"), the Portfolio does not consider certain "private
activity" bonds (i.e., those subject to AMT) to be Municipal Securities for
purposes of the 80% limitation. This is a fundamental policy so long as the
staff maintains its position, after which it would become nonfundamental.

The Portfolio may purchase securities that provide for the right to resell them
to an issuer, bank or dealer at an agreed upon price or yield within a specified
period prior to the maturity date of such securities. Such a right to resell is
referred to as a "Stand-by commitment." Securities may cost more with Stand-by
commitments than without them. Stand-by commitments will be entered into solely
to facilitate portfolio liquidity. A Standby Commitment may be exercised before
the maturity date of the related Municipal Security if Deutsche Investment
Management Americas Inc. ("DIMA" or the "Advisor")revises its evaluation of the
creditworthiness of the underlying security or of the entity issuing the
Stand-by commitment. The Portfolio's policy is to enter into Stand-by
commitments only with issuers, banks or dealers that are determined by the
Advisor to present minimal credit risks. If an issuer, bank or dealer should
default on its obligation to repurchase an underlying security, the Portfolio
might be unable to recover all or a portion of any loss sustained from having to
sell the security elsewhere.

The Portfolio may purchase and sell Municipal Securities on a when-issued or
delayed delivery basis. A when-issued or delayed delivery transaction arises
when securities are bought or sold for future payment and delivery to secure
what is considered to be an advantageous price and yield to the Portfolio at the
time it enters into the transaction. In determining the maturity of portfolio
securities purchased on a when-issued or delayed delivery basis, the Portfolio
will consider them to have been purchased on the date when it committed itself
to the purchase.

A security purchased on a when-issued basis, like all securities held by the
Portfolio, is subject to changes in market value based upon changes in the level
of interest rates and investors' perceptions of the creditworthiness of the
issuer. Generally such securities will appreciate in value when interest rates
decline and decrease in value when interest rates rise. Therefore if, in order
to achieve higher interest income, the Portfolio remains substantially fully
invested at the same time that it has purchased securities on a when-issued
basis, there will be a greater possibility that the market value of the
Portfolio's assets will vary from $1.00 per share because the value of a
when-issued security is subject to market fluctuation and no interest accrues to
the purchaser prior to settlement of the transaction.

The Portfolio will only make commitments to purchase Municipal Securities on a
when-issued or delayed delivery basis with the intention of actually acquiring
the securities, but the Portfolio reserves the right to sell these securities
before the settlement date if deemed advisable. The sale of these securities may
result in the realization of gains that are not exempt from federal income tax.

In seeking to achieve its investment objective, the Portfolio may invest all or
any part of its assets in Municipal Securities that are industrial development
bonds. Moreover, although the Portfolio does not currently intend to do so on a
regular basis, it may invest more than 25% of its assets in Municipal Securities
that are repayable out of revenue streams generated from economically related
projects or facilities, if such investment is deemed necessary or appropriate by
the Advisor. To the extent that the Portfolio's assets are concentrated in
Municipal Securities payable from revenues on economically related projects and
facilities, the Portfolio will be subject to the risks presented by such
projects to a greater extent than it would be if the Portfolio's assets were not
so concentrated.

Temporary Defensive Position. In response to adverse political, economic or
market events, Tax-Exempt Portfolio may adopt a temporary defensive position in
which it places more than 20% of the Portfolio's assets in high quality money
market investments that are subject to federal income tax. To the extent that
the Portfolio may do so, it may not meet its goal of a high level of current
federal income tax-exempt income.

Investment Policies

Descriptions in this SAI of a particular investment practice or technique in
which the Portfolio may engage or a financial instrument which a Portfolio may
purchase are meant to describe the spectrum of investments that the Advisor, in
its discretion, might, but is not required to, use in managing a Portfolio's
assets. The Advisor may, in its discretion, at any time, employ such practice,
technique or instrument for one or more funds but not for all funds advised by
it. Furthermore, it is possible that certain types of financial instruments or
investment techniques described herein may not be available, permissible,
economically feasible or effective for their intended purposes in all markets.
Certain practices, techniques, or instruments may not be principal activities of
the Portfolio, but, to the extent employed, could, from time to time, have a
material impact on the Portfolio's performance.

Bank and Savings and Loan Obligations. These obligations include negotiable
certificates of deposit, bankers' acceptances, deposit notes, fixed time
deposits or other short-term bank obligations. Certificates of deposit are
negotiable certificates evidencing the obligations of a bank to repay funds
deposited with it for a specified period of time. The Portfolio may invest in
certificates of deposit of large domestic banks and their foreign branches,
large US regulated subsidiaries of large foreign banks, and of smaller banks as
described below. Although the Portfolio recognizes that the size of a bank is
important, this fact alone is not necessarily indicative of its
creditworthiness. Investment in certificates of deposit issued by foreign
branches of domestic banks involves investment risks that are different in some
respects from those associated with investment in certificates of deposit issued
by domestic branches of domestic banks, including the possible imposition of
withholding taxes on interest income, the possible adoption of foreign
governmental restrictions which might adversely affect the payment of principal
and interest on such certificates of deposit, or other adverse political or
economic developments. In addition, it might be more difficult to obtain and
enforce a judgment against a foreign branch of a domestic bank.

The Portfolio may also invest in certificates of deposit issued by banks and
savings and loan institutions which had, at the time of their most recent annual
financial statements, total assets of less than $1 billion, provided that (i)
the principal amounts of such certificates of deposit are insured by an agency
of the US Government, (ii) at no time will the Portfolio hold more than $100,000
principal amount of certificates of deposit of any one such bank, and (iii) at
the time of acquisition, no more than 10% of the Portfolio's assets (taken at
current value) are invested in certificates of deposit of such banks having
total assets not in excess of $1 billion.

Banker's acceptances are credit instruments evidencing the obligations of a bank
to pay a draft drawn on it by a customer. These instruments reflect the
obligation both of the bank and of the drawer to pay the face amount of the
instrument upon maturity.

Time deposits are non-negotiable deposits maintained in a banking institution
for a specified period of time at a stated interest rate. Time deposits which
may be held by the Portfolio will not benefit from insurance from the Bank
Insurance Fund or the Savings Association Insurance Fund administered by the
Federal Deposit Insurance Corporation. Fixed time deposits may be withdrawn on
demand by the investor, but may be subject to early withdrawal penalties that
vary with market conditions and the remaining maturity of the obligation. Fixed
time deposits subject to withdrawal penalties maturing in more than seven
calendar days are subject to the Portfolio's limitation on investments in
illiquid securities.

Certificates of Participation. The Portfolio may purchase high quality
Certificates of Participation in trusts that hold Municipal Securities. A
Certificate of Participation gives the Portfolio an undivided interest in the
Municipal Security in the proportion that the Portfolio's interest bears to the
total principal amount of the Municipal Security. These Certificates of
Participation may be variable rate or fixed rate with remaining maturities of
397 days (approximately 13 months) or less. A Certificate of Participation may
be backed by an irrevocable letter of credit or guarantee of a financial
institution that satisfies rating agencies as to the credit quality of the
Municipal Security supporting the payment of principal and interest on the
Certificate of Participation. Payments of principal and interest would be
dependent upon the underlying Municipal Security and may be guaranteed under a
letter of credit to the extent of such credit. The quality rating by a rating
service of an issue of Certificates of Participation is based primarily upon the
rating of the Municipal Security held by the trust and the credit rating of the
issuer of any letter of credit and of any other guarantor providing credit
support to the issue. The Advisor considers these factors as well as others,
such as any quality ratings issued by the rating services identified above, in
reviewing the credit risk presented by a Certificate of Participation and in
determining whether the Certificate of Participation is appropriate for
investment by the Portfolio. It is anticipated by the Advisor that, for most
publicly offered Certificates of Participation, there will be a liquid secondary
market or there may be demand features enabling the Portfolio to readily sell
its Certificates of Participation prior to maturity to the issuer or a third
party. As to those instruments with demand features, the Portfolio intends to
exercise its right to demand payment from the issuer of the demand feature only
upon a default under the terms of the Municipal Security, as needed to provide
liquidity to meet redemptions, or to maintain a high quality investment
portfolio.

Illiquid Securities and Restricted Securities. The Portfolio may purchase
securities that are subject to legal or contractual restrictions on resale
("restricted securities"). Generally speaking, restricted securities may be sold
(i) only to qualified institutional buyers; (ii) in a privately negotiated
transaction to a limited number of purchasers; (iii) in limited quantities after
they have been held for a specified period of time and other conditions are met
pursuant to an exemption from registration; or (iv) in a public offering for
which a registration statement is in effect under the Securities Act of 1933, as
amended (the "1933 Act"). Issuers of restricted securities may not be subject to
the disclosure and other investor protection requirements that would be
applicable if their securities were publicly traded.

Restricted securities are often illiquid, but they may also be liquid. For
example, restricted securities that are eligible for resale under Rule 144A are
often deemed to be liquid.

The Portfolio's Board of Trustees has approved guidelines for use by the Advisor
in determining whether a security is liquid or illiquid. Among the factors the
Advisor may consider in reaching liquidity decisions relating to Rule 144A
securities are: (1) the frequency of trades and quotes for the security; (2) the
number of dealers wishing to purchase or sell the security and the number of
other potential purchasers; (3) dealer undertakings to make a market in the
security; and (4) the nature of the security and the nature of the market for
the security (i.e., the time needed to dispose of the security, the method of
soliciting offers, and the mechanics of the transfer issuers of restricted
securities may not be subject to the disclosure and other investor protection
requirements that would be applicable if their securities were publicly traded.
Where a registration statement is required for the resale of restricted
securities, the Portfolio may be required to bear all or part of the
registration expenses. The Portfolio may be deemed to be an "underwriter" for
purposes of the 1933 Act, when selling restricted securities to the public and,
in such event, the Portfolio may be liable to purchasers of such securities if
the registration statement prepared by the issuer is materially inaccurate or
misleading.

The Portfolio may also purchase securities that are not subject to legal or
contractual restrictions on resale, but that are deemed illiquid. Such
securities may be illiquid, for example, because there is a limited trading
market for them.

The Portfolio may be unable to sell a restricted or illiquid security. In
addition, it may be more difficult to determine a market value for restricted or
illiquid securities. Moreover, if adverse market conditions were to develop
during the period between the Portfolio's decision to sell a restricted or
illiquid security and the point at which the Portfolio is permitted or able to
sell such security, the Portfolio might obtain a price less favorable than the
price that prevailed when it decided to sell. This investment practice,
therefore, could have the effect of increasing the level of illiquidity of the
Portfolio.

Impact of Large Redemptions and Purchases of Portfolio Shares. From time to
time, shareholders of the Portfolio (which may include affiliated and/or
non-affiliated registered investment companies that invest in the Portfolio) may
make relatively large redemptions or purchases of Portfolio shares. These
transactions may cause the Portfolio 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 Portfolio's performance to the extent that the Portfolio 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 Portfolio's expense ratio.

Industrial Development and Pollution Control Bonds. Industrial Development and
Pollution Control Bonds (which are types of private activity bonds), although
nominally issued by municipal authorities, are generally not secured by the
taxing power of the municipality but are secured by the revenues of the
authority derived from payments by the industrial user. Under federal income tax
legislation, certain types of Industrial Development Bonds and Pollution Control
Bonds may no longer be issued on a tax-exempt basis, although previously issued
bonds of these types and certain refundings of such bonds are not affected. For
the purposes of the Portfolio's investment limitation regarding concentration of
investments in any one industry, industrial development or other private
activity bonds ultimately payable by companies within the same industry will be
considered as if they were issued by issuers in the same industry.

Interfund Borrowing and Lending Program. The Trust, on behalf of the Portfolio,
has received exemptive relief from the SEC which permits the Portfolio to
participate in an interfund borrowing and lending program among certain
investment companies advised by the Advisor. The interfund borrowing and lending
program allows the participating funds to borrow money from and loan money to
each other for temporary or emergency purposes. The program is subject to a
number of conditions designed to ensure fair and equitable treatment of all
participating funds, including the following: (1) no fund may borrow money
through the program unless it receives a more favorable interest rate than a
rate approximating the lowest interest rate at which bank loans would be
available to any of the participating funds under a loan agreement; and (2) no
fund may lend money through the program unless it receives a more favorable
return than that available from an investment in repurchase agreements and, to
the extent applicable, money market cash sweep arrangements. In addition, the
funds may participate in the program only if and to the extent that such
participation is consistent with the Portfolio's investment objectives and
policies (for instance, money market funds would normally participate only as
lenders and tax exempt funds only as borrowers). Interfund loans and borrowings
may extend overnight, but could have a maximum duration of seven days. Loans may
be called on one day's notice. The Fund may have to borrow from a bank at a
higher interest rate if an interfund loan is called or not renewed. Any delay in
repayment to a lending fund could result in a lost investment opportunity or
additional costs. The program is subject to the oversight and periodic review of
the Boards of the participating funds. To the extent the Portfolio is actually
engaged in borrowing through the interfund lending program, the Portfolio, as a
matter of nonfundamental policy, may not borrow except in accordance with its
fundamental and nonfundamental policies.

Letters of Credit. Municipal obligations, including certificates of
participation, commercial paper and other short-term obligations, may be backed
by an irrevocable letter of credit of a bank which assumes the obligation for
payment of principal and interest in the event of default by the issuer. Only
banks which, in the opinion of the Advisor, are of investment quality comparable
to other permitted investments of the Portfolio may be used for letter of credit
backed investments.

Maintenance of $1.00 Net Asset Value, Credit Quality and Portfolio Maturity.
Pursuant to Rule 2a-7 of the 1940 Act, the Portfolio effects sales, redemptions
and repurchases at the net asset value per share, normally $1.00. In fulfillment
of its responsibilities under that rule, the Portfolio's Board of Trustees has
approved policies established by the Advisor reasonably calculated to prevent
the Portfolio's net asset value per share from deviating from $1.00 except under
unusual or extraordinary circumstances and the Portfolio's Board will
periodically review the Advisor's operations under such policies at regularly
scheduled Board meetings. Those policies include a weekly monitoring by the
Advisor of unrealized gains and losses in the Portfolio, and when necessary, in
an effort to avoid deviation, taking corrective action, such as adjusting the
maturity of the investment portfolio, or, if possible, realizing gains or losses
to offset in part unrealized losses or gains. The result of those policies may
be that the yield on shares of the Portfolio will be lower than would be the
case if the policies were not in effect. Such policies also provide for certain
action to be taken with respect to Portfolio securities which experience a
downgrade in rating or suffer a default.

Securities eligible for investment by the Portfolio are those securities which
are generally rated (or issued by an issuer with comparable securities rated) in
one of the two highest short-term rating categories by at least two rating
services (or by one rating service, if no other rating agency has issued a
rating with respect to that security); 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... The Portfolio will not invest more than 5% of its
total assets in the securities of a single issuer, other than the US Government.
The Portfolio may, however, invest more than 5% of its total assets in the first
tier securities (as defined in Rule 2a-7) of a single issuer for a period of up
to three business days after purchase, although the Portfolio may not make more
than one such investment at any time during such period. The Portfolio may not
invest more than 5% of its total assets in securities which were second tier
securities (as defined in Rule 2a-7) when acquired by the Portfolio. Further,
the Portfolio may not invest more than the greater of (1) 1% of its total
assets, or (2) one million dollars, in the securities of a single issuer which
were second tier securities (as defined in Rule 2a-7) when acquired by the
Portfolio. For a description of these ratings, see "Appendix B -- Ratings of
Investments" in this SAI.

The assets of the Portfolio consist entirely of cash items and investments
having an effective maturity date of 397 calendar days (approximately 13 months)
or less from the date of purchase (including investment in repurchase
agreements, in which case maturity is measured by the repurchase date, without
respect to the maturity of the underlying obligation). The term "Government
securities," as used herein, means securities issued or guaranteed as to
principal or interest by the US Government, its agencies or instrumentalities.
The Portfolio will be managed so that the average maturity of all instruments
(on a dollar-weighted basis) will be 90 days or less. The average maturity of
the Portfolio will vary according to management's appraisal of money market
conditions. The Portfolio will invest only in securities determined by the
Advisor, pursuant to procedures adopted by the Board, to be of high quality with
minimal credit risks.

Municipal Lease Obligations and Participation Interests. Participation interests
represent undivided interests in municipal leases, installment purchase
contracts, conditional sales contracts or other instruments. These are typically
issued by a trust or other entity which has received an assignment of the
payments to be made by the state or political subdivision under such leases or
contracts. They may be variable rate or fixed rate.

The Portfolio may purchase from banks participation interests in all or part of
specific holdings of municipal obligations, provided the participation interest
is fully insured. Each participation is backed by an irrevocable letter of
credit or guarantee of the selling bank that the Advisor has determined meets
the prescribed quality standards of the Portfolio. Therefore, either the credit
of the issuer of the municipal obligation or the selling bank, or both, will
meet the quality standards of the particular fund. The Portfolio has the right
to sell the participation back to the bank after seven days' notice for the full
principal amount of the Portfolio's interest in the municipal obligation plus
accrued interest, but only (i) as required to provide liquidity to the
Portfolio, (ii) to maintain a high quality investment portfolio or (iii) upon a
default under the terms of the municipal obligation. The selling bank will
receive a fee from the Portfolio in connection with the arrangement. The
Portfolio will not purchase participation interests unless in the opinion of
bond counsel, counsel for the issuers of such participations or counsel selected
by the Advisor, the interest from such participations is exempt from regular
federal income tax for the Portfolio.

A municipal lease obligation may take the form of a lease, installment purchase
contract or conditional sales contract which is issued by a state or local
government and authorities to acquire land, equipment and facilities. Income
from such obligations is generally exempt from state and local taxes in the
state of issuance. Municipal lease obligations frequently involve special risks
not normally associated with general obligations or revenue bonds. Leases and
installment purchase or conditional sale contracts (which normally provide for
title in the leased asset to pass eventually to the governmental issuer) have
evolved as a means for governmental issuers to acquire property and equipment
without meeting the constitutional and statutory requirements for the issuance
of debt. The debt issuance limitations are deemed to be inapplicable because of
the inclusion in many leases or contracts of "non-appropriation" clauses that
relieve the governmental issuer of any obligation to make future payments under
the lease or contract unless money is appropriated for such purpose by the
appropriate legislative body on a yearly or other periodic basis. In addition,
such leases or contracts may be subject to the temporary abatement of payments
in the event the issuer is prevented from maintaining occupancy of the leased
premises or utilizing the leased equipment. Although the obligations may be
secured by the leased equipment or facilities, the disposition of the property
in the event of nonappropriation or foreclosure might prove difficult, time
consuming and costly, and result in a delay in recovery or the failure to fully
recover the Portfolio's original investment. The Portfolio may also invest in a
municipal lease obligation by purchasing a participation interest in a municipal
lease obligation.

Certain municipal lease obligations and participation interests may be deemed
illiquid for the purpose of the Portfolio's limitation on investments in
illiquid securities. Other municipal lease obligations and participation
interests acquired by the Portfolio may be determined by the Advisor to be
liquid securities for the purpose of such limitation. In determining the
liquidity of municipal lease obligations and participation interests, the
Advisor will consider a variety of factors including: (1) the willingness of
dealers to bid for the security; (2) the number of dealers willing to purchase
or sell the obligation and the number of other potential buyers; (3) the
frequency of trades or quotes for the obligation; and (4) the nature of the
marketplace trades. In addition, the Advisor will consider factors unique to
particular lease obligations and participation interests affecting the
marketability thereof. These include the general creditworthiness of the issuer,
the importance to the issuer of the property covered by the lease and the
likelihood that the marketability of the obligation will be maintained
throughout the time the obligation is held by the Portfolio.

The Portfolio may purchase participation interests in municipal lease
obligations held by a commercial bank or other financial institution. Such
participations provide the Portfolio with the right to a pro rata undivided
interest in the underlying municipal lease obligations. In addition, such
participations generally provide the Portfolio with the right to demand payment,
on not more than seven days' notice, of all or any part of such Portfolio's
participation interest in the underlying municipal lease obligation, plus
accrued interest.

Municipal Securities. Certain Municipal Securities, such as industrial
development bonds, are issued by or on behalf of public authorities to obtain
funds for purposes including privately operated airports, housing, conventions,
trade shows, ports, sports, parking or pollution control facilities or for
facilities for water, gas, electricity or sewage and solid waste disposal. Such
obligations, which may include lease arrangements, are included within the term
Municipal Securities if the interest paid thereon is exempt from federal income
tax. Other types of industrial development bonds, the proceeds of which are used
for the construction, equipment, repair or improvement of privately operated
industrial or commercial facilities, may constitute Municipal Securities,
although current federal tax laws place substantial limitations on the size of
such issues.

Municipal Securities which the Portfolio may purchase include, without
limitation, debt obligations issued to obtain funds for various public purposes,
including the construction of a wide range of public facilities such as
airports, bridges, highways, housing, hospitals, mass transportation, public
utilities, schools, streets, and water and sewer works. Other public purposes
for which Municipal Securities may be issued include refunding outstanding
obligations, obtaining funds for general operating expenses and obtaining funds
to loan to other public institutions and facilities.

Tax anticipation notes typically are sold to finance working capital needs of
municipalities in anticipation of receiving property taxes on a future date.
Bond anticipation notes are sold on an interim basis in anticipation of a
municipality issuing a longer-term bond in the future. Revenue anticipation
notes are issued in expectation of receipt of other types of revenue such as
those available under the Federal Revenue Sharing Program. Construction loan
notes are instruments insured by the Federal Housing Administration with
permanent financing by Fannie Mae or "Ginnie Mae" (the Government National
Mortgage Association) at the end of the project construction period.
Pre-refunded municipal bonds are bonds which are not yet refundable, but for
which securities have been placed in escrow to refund an original municipal bond
issue when it becomes refundable. Tax-free commercial paper is an unsecured
promissory obligation issued or guaranteed by a municipal issuer. The Portfolio
may purchase other Municipal Securities similar to the foregoing, which are or
may become available, including securities issued to pre-refund other
outstanding obligations of municipal issuers.

The Portfolio will invest in Municipal Securities that at the time of purchase:
(a) are rated within the two highest-ratings for Municipal Securities assigned
by Moody's (Aaa or Aa) or assigned by S&P (AAA or AA); (b) are guaranteed or
insured by the US Government as to the payment of principal and interest; (c)
are fully collateralized by an escrow of US Government securities acceptable to
a Portfolio's Advisor; (d) have at the time of purchase Moody's short-term
Municipal Securities rating of MIG-2 or higher or a municipal commercial paper
rating of P-2 or higher, or S&P's municipal commercial paper rating of A-2 or
higher; (e) are unrated, if longer term Municipal Securities of that issuer are
rated within the two highest rating categories by Moody's or S&P; or (f) are
determined to be at least equal in quality to one or more of the above ratings
in the discretion of a Portfolio's Advisor. See "Appendix B" for a more detailed
discussion of the Moody's and S&P ratings outlined above. In addition, a
Portfolio limits its investments to securities that meet the quality
requirements of Rule 2a-7 under the 1940 Act. See "Net Asset Value."

Dividends representing net tax-exempt interest income received by the Portfolio
on Municipal Securities may be exempt from regular federal income tax when
distributed to the Portfolio's shareholders. Please refer to the section in this
SAI entitled "Taxes" for more information concerning the federal income tax
treatment of dividends representing net tax-exempt interest income received by
the Portfolio on Municipal Securities. Such dividend income may be subject to
state and local taxes. The Portfolio's assets will consist of Municipal
Securities, taxable temporary investments as described below and cash. The
Portfolio considers short-term Municipal Securities to be those that have a
remaining maturity of 397 calendar days or less. Examples of Municipal
Securities that are issued with original maturities of one year or less are
short-term tax anticipation notes, bond anticipation notes, revenue anticipation
notes, construction loan notes, pre-refunded municipal bonds, warrants and
tax-free commercial paper.

Municipal Securities generally are classified as "general obligation" or
"revenue" issues. General obligation bonds are secured by the issuer's pledge of
its full credit and taxing power for the payment of principal and interest.
Revenue bonds are payable only from the revenues derived from a particular
facility or class of facilities or, in some cases, from the proceeds of a
special excise tax or other specific revenue source such as the user of the
facility being financed. Industrial development bonds held by the Portfolio are
in most cases revenue bonds and generally are not payable from the unrestricted
revenues of the issuer, and do not constitute the pledge of the credit of the
issuer of such bonds. Among other types of instruments, the Portfolio may
purchase tax-exempt commercial paper, warrants and short-term municipal notes
such as tax anticipation notes, bond anticipation notes, revenue anticipation
notes, construction loan notes and other forms of short-term loans. Such notes
are issued with a short-term maturity in anticipation of the receipt of tax
payments, the proceeds of bond placements or other revenues. The Portfolio may
invest in short-term "private activity" bonds.

The federal bankruptcy statutes relating to the adjustments of debts of
political subdivisions and authorities of states of the United States provide
that, in certain circumstances, such subdivisions or authorities may be
authorized to initiate bankruptcy proceedings without prior notice to or consent
of creditors, which proceedings could result in material adverse changes in the
rights of holders of obligations issued by such subdivisions or authorities.

Litigation challenging the validity under state constitutions of present systems
of financing public education has been initiated or adjudicated in a number of
states and legislation has been introduced to effect changes in public school
finances in some states. In other instances, there has been litigation
challenging the issuance of pollution control revenue bonds or the validity of
their issuance under state or federal law that ultimately could affect the
validity of those Municipal Securities or the federal income tax-free nature of
the interest thereon.

Municipal Trust Receipts. Tax-Exempt Portfolio may invest up to 50% of its net
assets in municipal trust receipts ("MTRs"). An additional 10% of the
Portfolio's net assets may also be invested in MTRs on a temporary basis at the
Advisor's discretion to manage inflows into the Portfolio. MTRs are sometimes
called municipal asset-backed securities, floating rate trust certificates, or
municipal securities trust receipts. MTRs are typically structured by a bank,
broker-dealer or other financial institution by depositing municipal securities
into a trust or partnership, coupled with a conditional right to sell, or put,
the holder's interest in the underlying securities at par plus accrued interest
to a financial institution. MTRs may be issued as fixed or variable rate
instruments. These trusts are organized so that the purchaser of the MTR would
be considered to be investing for federal income tax purposes in the underlying
municipal securities. This structure is intended to allow the federal income
tax-exempt status of interest generated by the underlying asset to pass through
to the purchaser. The Portfolio's investments in MTRs are subject to similar
risks as other investments in debt obligations, including interest rate risk,
credit risk and security selection risk. Additionally, investments in MTRs raise
certain tax issues that may not be presented by direct investments in municipal
bonds. There is some risk that certain issues could be resolved in a manner that
could adversely impact the performance of the Portfolio. The Portfolio expects
to invest in MTRs for which a legal opinion has been given to the effect that
the income from an MTR is tax-exempt for federal income tax purposes to the same
extent as the underlying bond(s), although it is possible that the Internal
Revenue Service (the "IRS") will take a different position and there is a risk
that the interest paid on such MTRs would be deemed taxable.

Repurchase Agreements. The Portfolio may invest in repurchase agreements, which
are instruments under which the Portfolio acquires ownership of a security from
a broker-dealer or bank that agrees to repurchase the security at a mutually
agreed upon time and price (which price is higher than the purchase price),
thereby determining the yield during the Portfolio's holding period. Maturity of
the securities subject to repurchase may exceed one year. In the event of a
bankruptcy or other default of a seller of a repurchase agreement, the Portfolio
might have expenses in enforcing its rights, and could experience losses,
including a decline in the value of the underlying securities and loss of
income.

The Portfolio may enter into repurchase agreements with any member bank of the
Federal Reserve System or any domestic broker/dealer which is recognized as a
reporting government securities dealer if the creditworthiness of the bank or
broker/dealer has been determined by the Advisor to be at least as high as that
of other obligations the Portfolio may purchase or to be at least equal to that
of issuers of commercial paper rated within the two highest grades assigned by
Moody's, S&P or Fitch.

A repurchase agreement provides a means for the Portfolio to earn taxable income
on funds for periods as short as overnight. It is an arrangement under which the
purchaser (i.e., the Portfolio) acquires a security ("Obligation") and the
seller agrees, at the time of sale, to repurchase the Obligation at a specified
time and price. Securities subject to a repurchase agreement are held in a
segregated account and the value of such securities kept at least equal to the
repurchase price on a daily basis. The repurchase price may be higher than the
purchase price, the difference being income to the Portfolio, or the purchase
and repurchase prices may be the same, with interest at a stated rate due to the
Portfolio together with the repurchase price on the date of repurchase. In
either case, the income to the Portfolio (which is taxable for federal income
tax purposes) is unrelated to the interest rate on the Obligation itself.
Obligations will be held by the custodian or in the Federal Reserve Book Entry
system.

It is not clear whether a court would consider the Obligation purchased by the
Portfolio subject to a repurchase agreement as being owned by that Portfolio or
as being collateral for a loan by the Portfolio to the seller. In the event of
the commencement of bankruptcy or insolvency proceedings with respect to the
seller of the Obligation before repurchase of the Obligation under a repurchase
agreement, the Portfolio may encounter delay and incur costs before being able
to sell the security. Delays may involve loss of interest or decline in price of
the Obligation. If the court characterized the transaction as a loan and the
Portfolio has not perfected an interest in the Obligation, the Portfolio may be
required to return the Obligation to the seller's estate and be treated as an
unsecured creditor of the seller. As an unsecured creditor, the Portfolio is at
risk of losing some or all of the principal and income involved in the
transaction. As with any unsecured debt obligation purchased for the Portfolio,
the Advisor seeks to minimize the risk of loss through repurchase agreements by
analyzing the creditworthiness of the obligor, in this case the seller of the
Obligation. Apart from the risk of bankruptcy or insolvency proceedings, there
is also the risk that the seller may fail to repurchase the Obligation, in which
case the Portfolio may incur a loss if the proceeds to the Portfolio of the sale
to a third party are less than the repurchase price. However, if the market
value of the Obligation subject to the repurchase agreement becomes less than
the repurchase price (including interest), the Portfolio will direct the seller
of the Obligation to deliver additional securities so that the market value of
all securities subject to the repurchase agreement will equal or exceed the
repurchase price. It is possible that the Portfolio will be unsuccessful in
seeking to enforce the seller's contractual obligation to deliver additional
securities.

Commercial Paper. Subject to its investment objectives and policies, the
Portfolio may invest in commercial paper issued by major corporations under the
1933 Act in reliance on the exemption from registration afforded by Section
3(a)(3) thereof. Such commercial paper may be issued only to finance current
transactions and must mature in nine months or less. Trading of such commercial
paper is conducted primarily by institutional investors through investment
dealers, and individual investor participation in the commercial paper market is
very limited. The Portfolio also may invest in commercial paper issued in
reliance on the so-called "private placement" exemption from registration
afforded by Section 4(2) of the 1933 Act ("Section 4(2) paper"). Section 4(2)
paper is restricted as to disposition under the federal securities laws, and
generally is sold to institutional investors such as the Portfolio who agree
that they are purchasing the paper for investment and not with a view to public
distribution. Any resale by the purchaser must be in an exempt transaction.
Section 4(2) paper normally is resold to other institutional investors like the
Portfolio through or with the assistance of the issuer or investment dealers who
make a market in the Section 4(2) paper, thus providing liquidity. The Advisor
considers the legally restricted but readily saleable Section 4(2) paper to be
liquid; however, pursuant to procedures approved by the Portfolio's Board, if a
particular investment in Section 4(2) paper is not determined to be liquid, that
investment will be included within the limitation of the Portfolio on illiquid
securities. The Advisor monitors the liquidity of its investments in Section
4(2) paper on a continuing basis.

Securities Backed by Guarantees. The Portfolio may invest in securities backed
by guarantees from banks, insurance companies and other financial institutions.
A money market fund's ability to maintain a stable share price may depend upon
such guarantees, which are not supported by federal deposit insurance.
Consequently, changes in the credit quality of these institutions could have an
adverse impact on securities they have guaranteed or backed, which could cause
losses to the Portfolio and affect its share price.

Stand-by Commitments. A stand-by commitment is a right acquired by the
Portfolio, when it purchases a municipal obligation from a broker, dealer or
other financial institution ("seller"), to sell up to the same principal amount
of such securities back to the seller, at the Portfolio's option, at a specified
price. Stand-by commitments are also known as "puts." The exercise by the
Portfolio of a stand-by commitment is subject to the ability of the other party
to fulfill its contractual commitment.

Stand-by commitments acquired by the Portfolio may have the following features:
(1) they will be in writing and will be physically held by the Portfolio's
custodian; (2) the Portfolio's right to exercise them will be unconditional and
unqualified; (3) they will be entered into only with sellers which in the
Advisor's opinion present a minimal risk of default; (4) although Stand-by
commitments will not be transferable, municipal obligations purchased subject to
such commitments may be sold to a third party at any time, even though the
commitment is outstanding; and (5) their exercise price will be (i) the
Portfolio's acquisition cost (excluding any accrued interest which the Portfolio
paid on their acquisition), less any amortized market premium or plus any
amortized original issue discount during the period the Portfolio owned the
securities, plus (ii) all interest accrued on the securities since the last
interest payment date.

The Portfolio expects that Stand-by commitments generally will be available
without the payment of any direct or indirect consideration. However, if
necessary or advisable, the Portfolio will pay for Stand-by commitments, either
separately in cash or by paying a higher price for portfolio securities which
are acquired subject to the commitments.

It is difficult to evaluate the likelihood of use or the potential benefit of a
stand-by commitment. Therefore, it is expected that the Advisor will determine
that Stand-by commitments ordinarily have a "fair value" of zero, regardless of
whether any direct or indirect consideration was paid. However, if the market
price of the security subject to the Stand-by commitment is less than the
exercise price of the Stand-by commitment, such security will ordinarily be
valued at such exercise price. Where the Portfolio has paid for a Stand-by
commitment, its cost will be reflected as unrealized depreciation for the period
during which the commitment is held.

The IRS has issued a favorable revenue ruling to the effect that, under
specified circumstances, a registered investment company will be the owner of
tax-exempt municipal obligations acquired subject to a put option. The IRS has
also issued private letter rulings to certain taxpayers (which do not serve as
precedent for other taxpayers) to the effect that tax-exempt interest received
by a regulated investment company with respect to such obligations will be
tax-exempt in the hands of the company and may be distributed to its
shareholders as exempt-interest dividends. The IRS has subsequently announced
that it will not ordinarily issue advance ruling letters as to the identity of
the true owner of property in cases involving the sale of securities or
participation interests therein if the purchaser has the right to cause the
security, or the participation interest therein, to be purchased by either the
seller or a third party. The Portfolio intends to take the position that it owns
any municipal obligations acquired subject to a Stand-by commitment and that
tax-exempt interest earned with respect to such municipal obligations will be
tax-exempt in its hands. There is no assurance that the IRS will agree with such
position in any particular case.

Third Party Puts. The Portfolio may purchase long-term fixed rate bonds that
have been coupled with an option granted by a third party financial institution
allowing the Portfolio at specified intervals not exceeding 397 calendar days to
tender (or "put") the bonds to the institution and receive the face value
thereof (plus accrued interest). These third party puts are available in several
different forms, may be represented by custodial receipts or trust certificates
and may be combined with other features such as interest rate swaps. The
Portfolio receives a short-term rate of interest (which is periodically reset),
and the interest rate differential between that rate and the fixed rate on the
bond is retained by the financial institution. The financial institution
granting the option does not provide credit enhancement, and in the event that
there is a default in the payment of principal or interest, or downgrading of a
bond or a loss of the bond's tax-exempt status, the put option will terminate
automatically, the risk to the Portfolio will be that of holding such a
long-term bond and the weighted average maturity of the Portfolio's investments
and the Portfolio's liquidity would be adversely affected.

These bonds coupled with puts may present the same tax issues as are associated
with stand-by commitments. As with any stand-by commitments acquired by the
Portfolio, the Portfolio intends to take the position for federal income tax
purposes that it is the owner of any municipal obligation acquired subject to a
third-party put, and that tax-exempt interest earned with respect to such
municipal obligations will be tax-exempt in its hands. There is no assurance
that the IRS will agree with such position in any particular case. Additionally,
the federal income tax treatment of certain other aspects of these investments,
including the treatment of tender fees and swap payments, in relation to various
regulated investment company tax provisions is unclear. However, the Advisor
seeks to manage the Portfolio in a manner designed to minimize any adverse
impact from these investments.

US Government Securities. There are two broad categories of US
Government-related debt instruments: (a) direct obligations of the US Treasury,
and (b) securities issued or guaranteed by US Government agencies.

Examples of direct obligations of the US Treasury are Treasury bills, notes,
bonds and other debt securities issued by the US Treasury. These instruments are
backed by the "full faith and credit" of the United States. They differ
primarily in interest rates, the length of maturities and the dates of issuance.
Treasury bills have original maturities of one year or less. Treasury notes have
original maturities of one to ten years and Treasury bonds generally have
original maturities of greater than ten years.

Some agency securities are backed by the full faith and credit of the United
States (such as Maritime Administration Title XI Ship Financing Bonds and Agency
for International Development Housing Guarantee Program Bonds) and others are
backed only by the rights of the issuer to borrow from the US Treasury (such as
Federal Home Loan Bank Bonds and Federal National Mortgage Association Bonds),
while still others, such as the securities of the Federal Farm Credit Bank, are
supported only by the credit of the issuer. With respect to securities supported
only by the credit of the issuing agency or by an additional line of credit with
the US Treasury, there is no guarantee that the US Government will provide
support to such agencies and such securities may involve risk of loss of
principal and interest.

US Government Securities may include "zero coupon" securities that have been
stripped by the US Government of their unmatured interest coupons and
collateralized obligations issued or guaranteed by a US Government agency or
instrumentality.

Interest rates on US Government obligations may be fixed or variable. Interest
rates on variable rate obligations are adjusted at regular intervals, at least
annually, according to a formula reflecting then current specified standard
rates, such as 91-day US Treasury bill rates. These adjustments generally tend
to reduce fluctuations in the market value of the securities.

Normally, the value of investments in US Government Securities varies inversely
with changes in interest rates. For example, as interest rates rise the value of
investments in US Government Securities will tend to decline, and as interest
rates fall the value of the Portfolio's investments will tend to increase. In
addition, the potential for appreciation in the event of a decline in interest
rates may be limited or negated by increased principal prepayments with respect
to certain Mortgage-Backed Securities, such as Government National Mortgage
Association ("GNMA") (also known as Ginnie Mae) Certificates. Prepayments of
high interest rate Mortgage-Backed Securities during times of declining interest
rates will tend to lower the return of the Portfolio and may even result in
losses to the Portfolio if some securities were acquired at a premium. Moreover,
during periods of rising interest rates, prepayments of Mortgage-Backed
Securities may decline, resulting in the extension of the Portfolio's average
maturity. As a result, the Portfolio's portfolio may experience greater
volatility during periods of rising interest rates than under normal market
conditions.

Mortgage-backed securities may be issued or guaranteed by GNMA, Fannie Mae and
FHLMC (also known as Freddie Mac), but also may be issued or guaranteed by other
issuers, including private companies. GNMA is a government-owned corporation
that is an agency of the U.S. Department of Housing and Urban Development. It
guarantees, with the full faith and credit of the United States, full and timely
payment of all monthly principal and interest on its mortgage-backed securities.
FNMA and FHLMC were previously government-sponsored corporations owned entirely
by private stockholders. Both issue mortgage-related securities that contain
guarantees as to timely payment of interest and principal but that are not
backed by the full faith and credit of the U.S. government. The value of the
companies' securities fell sharply in 2008 due to concerns that the firms did
not have sufficient capital to offset losses. In mid-2008, the U.S. Treasury was
authorized to increase the size of home loans that FNMA and FHLMC could purchase
in certain residential areas and, until 2009, to lend FNMA and FHLMC emergency
funds and to purchase the companies' stock. In September 2008, the U.S. Treasury
announced that FNMA and FHLMC had been placed in conservatorship by the Federal
Housing Finance Agency ("FHFA"), a newly created independent regulator. In
addition to placing the companies in conservatorship, the U.S. Treasury
announced three additional steps that it intended to take with respect to FNMA
and FHLMC. First, the U.S. Treasury has entered into preferred stock purchase
agreements ("PSPAs") under which, if the FHFA determines that FNMA's or FHLMC's
liabilities have exceeded its assets under generally accepted accounting
principles, the U.S. Treasury will contribute cash capital to the company in an
amount equal to the difference between liabilities and assets. The PSPAs are
designed to provide protection to the senior and subordinated debt and the
mortgage-backed securities issued by FNMA and FHLMC. Second, the U.S. Treasury
established a new secured lending credit facility that is available to FNMA and
FHLMC until December 2009. Third, the U.S. Treasury initiated a temporary
program to purchase FNMA and FHLMC mortgage-backed securities, which is expected
to continue until December 2009. No assurance can be given that the U.S.
Treasury initiatives discussed above with respect to the debt and
mortgage-backed securities issued by FNMA and FHLMC will be successful.

Variable Rate Securities. The Portfolio may invest in, instruments having rates
of interest that are adjusted periodically or that "float" continuously
according to formulae intended to minimize fluctuation in values of the
instruments Variable Rate Securities. The interest rate of Variable Rate
Securities ordinarily is determined by reference to or is a percentage of an
objective standard such as a bank's prime rate, the 90-day US Treasury Bill
rate, or the rate of return on commercial paper or bank certificates of deposit.
Generally, the changes in the interest rate on Variable Rate Securities reduce
the fluctuation in the market value of such securities. Accordingly, as interest
rates decrease or increase, the potential for capital appreciation or
depreciation is less than for fixed-rate obligations. Some Variable Rate
Securities have a demand feature entitling the purchaser to resell the
securities at an amount approximately equal to amortized cost or the principal
amount thereof plus accrued interest ("Variable Rate Demand Securities"). As is
the case for other Variable Rate Securities, the interest rate on Variable Rate
Demand Securities varies according to some objective standard intended to
minimize fluctuation in the values of the instruments. The Portfolio determines
the maturity of Variable Rate Securities in accordance with Rule 2a-7, which
allows the Portfolio to consider certain of such instruments as having
maturities shorter than the maturity date on the face of the instrument.

Investment Company Securities. The Portfolio may acquire securities of other
investment companies to the extent consistent with its investment objective and
investment policies and subject to the limitations of the 1940 Act. The
Portfolio will indirectly bear its proportionate share of any management fees
and other expenses paid by such other investment companies.

Portfolio Holdings Information

In addition to the public disclosure of portfolio holdings through required
Securities and Exchange Commission ("SEC") quarterly filings, the Portfolio may
make its portfolio holdings information publicly available on the DWS Funds' Web
site as described in the Portfolio's prospectus. The Portfolio does not
disseminate non-public information about portfolio holdings except in accordance
with policies and procedures adopted by the Portfolio.

The Portfolio'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 Portfolio 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 Portfolio's procedures. This non-public
information may also be disclosed, subject to the requirements described below,
to certain third parties, such as securities lending agents, financial printers,
proxy voting firms, mutual fund analysts and rating and tracking agencies, or to
shareholders in connection with in-kind redemptions (collectively, "Authorized
Third Parties").

Prior to any disclosure of the Portfolio's non-public portfolio holdings
information to Authorized Third Parties, a person authorized by the Portfolio's
Trustees/Directors must make a good faith determination in light of the facts
then known that the Portfolio has a legitimate business purpose for providing
the information, that the disclosure is in the best interest of the Portfolio,
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 Portfolio or
DeAM for disclosing non-public holdings information. Periodic reports regarding
these procedures will be provided to the Portfolio's Trustees.

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 Portfolio
and information derived therefrom, including, but not limited to, how the
Portfolio'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, alpha,
beta, tracking error, default rate, portfolio turnover, and risk and style
characteristics so long as the identity of the Portfolio'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
Portfolio's Trustees exercise control over such policies. In addition, separate
account clients of DeAM have access to their portfolio holdings and are not
subject to the Portfolio'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 Portfolio.

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 Portfolio. 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 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 Portfolio's policies and procedures with respect
to the disclosure of portfolio holdings information will protect the Portfolio
from the potential misuse of portfolio holdings information by those in
possession of that information.

                           MANAGEMENT OF THE PORTFOLIO

Investment Advisor

DIMA, which is part of Deutsche Asset Management ("DeAM"), is the investment
advisor for the Portfolio. Under the supervision of the Board of Trustees of the
Portfolio, DIMA, with headquarters at 345 Park Avenue, New York, New York, 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 Trust's Board of Trustees. 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. DIMA is also responsible for selecting brokers and dealers and
for negotiating brokerage commissions and dealer charges.

DeAM 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. DeAM is a global asset management organization that offers a wide range
of investing expertise and resources, including hundreds of portfolio managers
and analysts and an office network that reaches the world's major investment
centers. This well-resourced global investment platform brings together a wide
variety of experience and investment insight, across industries, regions, asset
classes and investing styles. DIMA is an indirect, wholly owned subsidiary of
Deutsche Bank AG. Deutsche Bank AG is a major global banking institution that is
engaged in a wide range of financial services, including investment management,
mutual fund, retail, private and commercial banking, investment banking and
insurance. DWS Investments is part of Deutsche Bank's Asset Management division
and, within the US, represents the retail asset management activities of
Deutsche Bank AG, Deutsche Bank Trust Company Americas, Deutsche Investment
Management Americas Inc. and DWS Trust Company.

The Advisor 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 is 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 is likely to differ from these other mutual funds in size,
cash flow pattern and tax matters. Accordingly, the holdings and performance of
the Portfolio can be expected to vary from those of these other mutual funds.

Certain investments may be appropriate for the Portfolio and also for other
clients advised by the Advisor. Investment decisions for the Portfolio 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. Purchase and sale orders for the Portfolio may be
combined with those of other clients of the Advisor in the interest of achieving
the most favorable net results to the Portfolio.

The Trustees and the shareholders of the Portfolio have approved an amended and
restated investment management agreement (the "Amended Investment Management
Agreement").

The Amended Investment Management Agreement continues in effect from year to
year only if its continuance is approved annually by the vote of a majority of
those Trustees who are not parties to such Amended Investment Management
Agreement or interested persons of the Advisor or the Trust ("Independent
Trustees" or "Non-interested Trustees"), cast in person at a meeting called for
the purpose of voting on such approval, and either by a vote of the Trust's
Trustees or of a majority of the outstanding voting securities of the Portfolio.

In reviewing the terms of the Amended Investment Management Agreement, and in
discussions with the Advisor concerning the Amended Investment Management
Agreement, the Trustees of the Trust who are not "interested persons" of the
Advisor are represented by independent counsel at the Portfolio's expense.

Pursuant to the Amended Investment Management Agreement between the Portfolio
and the Advisor, the Advisor provides continuing investment management of the
Portfolio's assets. In addition to the investment management of the Portfolio's
assets, the Advisor determines the investments to be made for 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 Portfolio's policies as stated in its prospectuses and SAI, or as
adopted by the Portfolio's Board. The Advisor will also monitor, to the extent
not monitored by the Portfolio's administrator or other agent, the Portfolio's
compliance with its investment and tax guidelines and other compliance policies.

The Advisor provides assistance to the Portfolio's Board in valuing the
securities and other instruments held by the Portfolio, to the extent reasonably
required by valuation policies and procedures that may be adopted by the
Portfolio.

Pursuant to the Amended Investment Management Agreement (unless otherwise
provided in the Amended Investment Management Agreement or as determined by a
Portfolio's 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 Portfolio, including a Portfolio's share of payroll
taxes, who are affiliated persons of the Advisor.

The Amended Investment Management Agreement provides that the Portfolio is
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
Portfolio, the Portfolio's custodian, or other agents of the Portfolio; taxes
and governmental fees; fees and expenses of the Portfolio'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 Portfolio; and litigation expenses and other
extraordinary expenses not incurred in the ordinary course of the Portfolio's
business.

The Amended Investment Management Agreement allows the Advisor to delegate any
of its duties under the Amended Investment Management Agreement to a subadvisor,
subject to a majority vote of the Board of the Portfolio, including a majority
of the Independent Board Members, and, if required by applicable law, subject to
a majority vote of the Portfolio's shareholders.

The Amended Investment Management Agreement provides that the Advisor shall not
be liable for any error of judgment or mistake of law or for any loss suffered
by the Portfolio in connection with matters to which the Amended Investment
Management 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 Amended Investment Management Agreement. The Amended Investment
Management Agreement 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 Portfolio, for all services provided under its Amended Investment
Management Agreement, the Portfolio pays the Advisor a fee, computed daily and
paid monthly, at the annual rate as a percentage of net assets shown below:

Portfolio                                    Management Fee Rate

Tax-Exempt Portfolio(1)                      0.120% to $500 million
                                             0.100% next $500 million
                                             0.075% next $1.0 billion
                                             0.060% next $1.0 billion
                                             0.050% thereafter

(1)    The management fee is computed based on the combined average daily net
       assets of the Government & Agency Securities Portfolio, Money Market
       Portfolio and Tax-Exempt Portfolio, each a series of Cash Account Trust,
       and allocated to Tax-Exempt Portfolio based upon its relative net assets.

Prior to June 1, 2008, for the services and facilities furnished to the
Portfolio, a series of Cash Account Trust, the Portfolio paid a monthly
investment management fee on a graduated basis at 1/12 of 0.22% of the first
$500 million of combined average daily net assets of Government & Agency
Securities Portfolio, Money Market Portfolio and Tax-Exempt Portfolio, 0.20% of
the next $500 million, 0.175% of the next $1 billion, 0.16% of the next $1
billion and 0.15% of combined average daily net assets of such Portfolio over $3
billion. The investment management fee was computed based on average daily net
assets of Government & Agency Securities Portfolio, Money Market Portfolio and
Tax-Exempt Portfolio and allocated among to the Portfolio based upon its
relative net assets.

The Portfolio paid the Advisor fees of $2,665,307 for the fiscal year ended
April 30, 2009; $5,823,199 for the fiscal year ended April 30, 2008; and
$2,136,882 (of which $22,576 was waived) for the fiscal year ended April 30,
2007

Through July 31, 2010, the Advisor has contractually agreed to waive all or a
portion of its management fee and reimburse or pay operating expenses of the
portfolio to the extent necessary to maintain the portfolio's DWS Tax-Exempt
Cash Institutional Shares total annual operating expenses at 0.20% of average
daily net assets, excluding certain expenses such as extraordinary expenses,
taxes, brokerage and interest.

From time to time, the Advisor may voluntarily waive or reimburse certain
operating expenses. This voluntary waiver or reimbursement may be terminated at
any time at the option of the Advisor.

From time to time, Deutsche Bank or an affiliate (collectively, "DB") may at its
sole discretion invest its own assets in shares of the Portfolio's ("proprietary
investment") for such purposes it deems appropriate, including investments
designed to assist in the management of the Portfolio's portfolio. Any
proprietary investment may be hedged and, in that event, the return on the
proprietary investment, net of the effect of the hedge, would be expected to
differ from the return of the Portfolio. DB has no obligation to make any
proprietary investments and the amount of any proprietary investment that is
made may or may not be significant in comparison to the level of assets of the
Portfolio. In the event that a proprietary investment is made, except as
otherwise required under the Investment Company Act of 1940, DB would be
permitted to redeem the investment at such time that it deems appropriate.

Subadvisor Approval Policy. The Trustees and shareholders of the Portfolio
approved a subadvisor policy for the Portfolio (the "Subadvisor Approval
Policy"). The Subadvisor Approval Policy permits the Advisor, subject to the
approval of the Board, including a majority of the Independent Board Members, to
terminate an existing subadvisor or sub-subadvisor and hire another subadvisor
or sub-subadvisor, as applicable, and materially amend an existing subadvisory
agreement or sub-subadvisory agreement without obtaining shareholder approval.
The Portfolio could not implement the Subadvisor Approval Policy without the SEC
granting the Portfolio exemptive relief. A number of other mutual fund complexes
have obtained exemptive relief with respect to an advisor's ability to appoint,
replace or amend the subadvisory agreement with unaffiliated subadvisors and
subadvisors that are wholly owned subsidiaries of the advisor. However,
exemptive relief with regard to an advisor's ability to appoint, replace or
amend the subadvisory agreement with a subadvisor, who is affiliated with, but
not a wholly owned subsidiary of, the advisor, without shareholder approval,
would be more expansive relief than previously granted by the SEC. In addition,
exemptive relief with regard to an advisor's ability to appoint, replace or
amend a sub-subadvisory agreement with a sub-advisor, without shareholder
approval, would be more expansive relief than previously obtained by other
mutual fund complexes. Accordingly, there can be no assurance that the
Portfolio's exemptive application will be granted by the SEC or that it will be
sufficiently broad to allow the Portfolio to implement the Subadvisor Approval
Policy as described above. The SEC also proposed Rule 15a-5 under the 1940 Act
in October 2003 to permit the appointment and termination of subadvisors and
amendments to subadvisory agreements without shareholder approval. No action has
been taken on proposed Rule 15a-5 under the 1940 Act since its proposal and
there is no assurances that the rule will be adopted as proposed. The Portfolio
and the Advisor will be subject to the conditions imposed by the SEC (either by
an exemptive order or as part of the final rule) whenever the Advisor acts under
the Subadvisor Approval Policy, including any shareholder notice requirements.

Code of Ethics

The Board of Trustees of the Trust has adopted a Code of Ethics pursuant to Rule
17j-1 under the 1940 Act. The Trust's Code of Ethics permits access persons of
the Portfolio (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 Portfolio, but
requires compliance with the Code's pre-clearance requirements, subject to
certain exceptions. In addition, the Trust's Code of Ethics provides for trading
"blackout periods" that prohibit trading of personnel within periods of trading
by the Portfolio in the same security. The Trust's 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 Portfolio's Distributor, DIDI)
have each adopted a Code of Ethics pursuant to 17j-1 under the 1940 Act (the
"Consolidated Code"). The Consolidated Code permits access persons to trade in
securities that may be purchased or held by the 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 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.

Regulatory Matters and Legal Proceedings

On December 21, 2006, Deutsche Asset Management ("DeAM") settled proceedings
with the Securities and Exchange Commission ("SEC") and the New York Attorney
General on behalf of Deutsche Asset Management, Inc. ("DAMI") and DIMA, the
investment advisors to many of the DWS Investments funds, regarding allegations
of improper trading of fund shares at DeAM and at the legacy Scudder and Kemper
organizations prior to their acquisition by DeAM in April 2002. These regulators
alleged that although the prospectuses for certain funds in the regulators' view
indicated that the funds did not permit market timing, DAMI and DIMA breached
their fiduciary duty to those funds in that their efforts to limit trading
activity in the funds were not effective at certain times. The regulators also
alleged that DAMI and DIMA breached their fiduciary duty to certain funds by
entering into certain market timing arrangements with investors. These trading
arrangements originated in businesses that existed prior to the currently
constituted DeAM organization, which came together as a result of various
mergers of the legacy Scudder, Kemper and Deutsche fund groups, and all of the
arrangements were terminated prior to the start of the regulatory investigations
that began in the summer of 2003. No current DeAM employee approved these
trading arrangements. Under the terms of the settlements, DAMI and DIMA neither
admitted nor denied any wrongdoing.

The terms of the SEC settlement, which identified improper trading in the legacy
Deutsche and Kemper mutual funds only, provide for payment of disgorgement in
the amount of $17.2 million. The terms of the settlement with the New York
Attorney General provide for payment of disgorgement in the amount of $102.3
million, which is inclusive of the amount payable under the SEC settlement, plus
a civil penalty in the amount of $20 million. The total amount payable by DeAM,
approximately $122.3 million, will be distributed to shareholders of the
affected funds in accordance with a distribution plan to be developed by a
distribution consultant. The funds' investment advisors do not believe these
amounts will have a material adverse financial impact on them or materially
affect their ability to perform under their investment management agreements
with the DWS funds. The above-described amounts are not material to Deutsche
Bank, and have already been reserved.

Among the terms of the settled orders, DeAM is subject to certain undertakings
regarding the conduct of its business in the future, including formation of a
Code of Ethics Oversight Committee to oversee all matters relating to issues
arising under the advisors' Code of Ethics; establishment of an Internal
Compliance Controls Committee having overall compliance oversight responsibility
of the advisors; engagement of an Independent Compliance Consultant to conduct a
comprehensive review of the advisors' supervisory compliance and other policies
and procedures designed to prevent and detect breaches of fiduciary duty,
breaches of the Code of Ethics and federal securities law violations by the
advisors and their employees; and commencing in 2008, the advisors shall undergo
a compliance review by an independent third party.

In addition, DeAM is subject to certain further undertakings relating to the
governance of the mutual funds, including that at least 75% of the members of
the Boards of Trustees/Directors overseeing the DWS Funds continue to be
independent of DeAM; the Chairmen of the DWS Funds' Boards of Trustees/Directors
continue to be independent of DeAM; DeAM maintain existing management fee
reductions for certain funds for a period of five years and not increase
management fees for these certain funds during this period; the funds retain a
senior officer (or independent consultants, as applicable) responsible for
assisting in the review of fee arrangements and monitoring compliance by the
funds and the investment advisors with securities laws, fiduciary duties, codes
of ethics and other compliance policies, the expense of which shall be borne by
DeAM; and periodic account statements, fund prospectuses and the mutual funds'
web site contain additional disclosure and/or tools that assist investors in
understanding the fees and costs associated with an investment in the funds and
the impact of fees and expenses on fund returns.

DeAM has also settled proceedings with the Illinois Secretary of State regarding
market timing matters. The terms of the Illinois settlement provide for investor
education contributions totaling approximately $4 million and a payment in the
amount of $2 million to the Securities Audit and Enforcement Fund.

On September 28, 2006, the SEC and the National Association of Securities
Dealers ("NASD") (now known as the Financial Industry Regulatory Authority, or
"FINRA") announced final agreements in which Deutsche Investment Management
Americas Inc. ("DIMA"), Deutsche Asset Management, Inc. ("DAMI") and DWS Scudder
Distributors, Inc. (now known as DWS Investments Distributors, Inc. ("DIDI"))
settled administrative proceedings regarding disclosure of brokerage allocation
practices in connection with sales of the DWS Funds' (now known as the DWS
Investments Funds) shares during 2001-2003. The agreements with the SEC and NASD
are reflected in orders which state, among other things, that DIMA and DAMI
failed to disclose potential conflicts of interest to the funds' Boards and to
shareholders relating to DIDI's use of certain funds' brokerage commissions to
reduce revenue sharing costs to broker-dealer firms with whom it had
arrangements to market and distribute DWS Fund shares. These directed brokerage
practices were discontinued in October 2003.

Under the terms of the settlements, in which DIMA, DAMI and DIDI neither
admitted nor denied any of the regulators' findings, DIMA, DAMI and DIDI agreed
to pay disgorgement, prejudgment interest and civil penalties in the total
amount of $19.3 million. The portion of the settlements distributed to the funds
was approximately $17.8 million and was paid to the funds as prescribed by the
settlement orders based upon the amount of brokerage commissions from each fund
used to satisfy revenue sharing agreements with broker-dealers who sold fund
shares.

As part of the settlements, DIMA, DAMI and DIDI also agreed to implement certain
measures and undertakings relating to revenue sharing payments including making
additional disclosures in the funds' Prospectuses or Statements of Additional
Information, adopting or modifying relevant policies and procedures and
providing regular reporting to the fund Boards.

Additional information announced by DeAM regarding the terms of the settlements
is available at www.dws-investments.com/regulatory_settlements.

The matters alleged in the regulatory settlements described above also serve as
the general basis of a number of private class action lawsuits involving the DWS
funds. These lawsuits name as defendants various persons, including certain DWS
funds, the funds' investment advisors and their affiliates, and certain
individuals, including in some cases fund Trustees/Directors, officers, and
other parties. Each DWS fund's investment advisor has agreed to indemnify the
applicable DWS funds in connection with these lawsuits, or other lawsuits or
regulatory actions that may be filed making similar allegations.

Based on currently available information, the funds' investment advisors believe
the likelihood that the pending lawsuits will have a material adverse financial
impact on a DWS fund is remote and such actions are not likely to materially
affect their ability to perform under their investment management agreements
with the DWS funds.

                           PORTFOLIO SERVICE PROVIDERS

Administrator

The Portfolio entered into an administrative services agreement with the Advisor
(the "Administrative Services Agreement"), pursuant to which the Advisor
provides administrative services to the Portfolio including, among others,
providing the Portfolio with personnel, preparing and making required filings on
behalf of the Portfolio, maintaining books and records for the Portfolio, and
monitoring the valuation of Portfolio securities. For all services provided
under the Administrative Services Agreement, the Portfolio pays the Advisor a
fee, computed daily and paid monthly, of 0.100% of the Portfolio's net assets.
For the period June 1, 2008 through April 30, 2009, the Portfolio paid the
Advisor an administrative fee of $3,939,411 of which $331,196 was unpaid.

Under the Administrative Services Agreement, the Advisor is obligated on a
continuous basis to provide such administrative services as the Board of the
Portfolio reasonably deems necessary for the proper administration of the
Portfolio. The Advisor provides the Portfolio with personnel; arranges for the
preparation and filing of the Portfolio's tax returns; prepares and submits
reports and meeting materials to the Board and the Portfolio's shareholders;
prepares and files updates to the Portfolio's prospectus and SAI as well as
other reports required to be filed by the SEC; maintains the Portfolio's
records; provides the 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
Portfolio; assists in the resolution of accounting issues that may arise with
respect to the Portfolio; establishes and monitors the Portfolio's operating
expense budgets; reviews and processes the Portfolio's bills; assists in
determining the amount of dividends and distributions available to be paid by
the 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. The Advisor also performs certain fund accounting services under the
Administrative Services Agreement. The Administrative Services Agreement
provides that the Advisor 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 Advisor and State Street Bank and Trust
Company ("SSB"), the Advisor has delegated certain administrative functions to
SSB. The costs and expenses of such delegation are borne by the Advisor, not by
the Portfolio.

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

Pursuant to an underwriting and distribution services agreement (the
"Distribution Agreement"), DWS Investments Distributors, Inc. ("DIDI"), 222
South Riverside Plaza, Chicago, Illinois 60606, an affiliate of the Advisor,
serves as distributor and principal underwriter for the Trust to provide
information and services for existing and potential shareholders. The
distribution agreement provides that DIDI shall appoint various firms to provide
cash management services for their customers or clients through the Portfolio.

As principal underwriter for the Trust, DIDI acts as agent of the Trust in the
continuous sale of its shares of the Portfolio. DIDI pays all its expenses under
the distribution agreement. The Trust pays the cost for the prospectus and
shareholder reports to be set in type and printed for existing shareholders, and
DIDI pays for the printing and distribution of copies thereof used in connection
with the offering of shares to prospective investors. DIDI also pays for
supplementary sales literature and advertising costs. DIDI has related selling
group agreements with various firms to provide distribution services for
Portfolio shareholders. DIDI may, from time to time, pay or allow discounts,
commissions or promotional incentives, in the form of cash, to firms that sell
Shares of the Portfolio.

The Distribution Agreement will continue in effect from year to year so long as
such continuance is approved at least annually by a vote of the Board of
Trustees of the Trust, including the Trustees who are not interested persons of
the Trust and who have no direct or indirect financial interest in the
Distribution Agreement. The Distribution Agreement automatically terminates in
the event of its assignment and may be terminated at any time without penalty by
the Trust or by DIDI upon 60 days' written notice. Termination of the
Distribution Agreement by the Trust may be by vote of a majority of the Board of
Trustees, or a majority of the Trustees who are not interested persons of the
Trust and who have no direct or indirect financial interest in the agreement, or
a "majority of the outstanding voting securities" of the Trust as defined under
the 1940 Act.

Administrative services are provided to the Managed Shares of the Portfolio
under a Shareholder Services Agreement ("Services Agreement") with DIDI. DIDI
bears all its expenses of providing services pursuant to the Services Agreement
between DIDI and the Portfolio, including the payment of service fees.
Currently, Managed Shares of the Portfolio pays DIDI an administrative service
fee, payable monthly, at an annual rate of 0.15% of average daily net assets
attributable to Managed Shares of the Portfolio. This rate may be increased up
to 0.25% by the Board. The administrative service fee is paid pursuant to a Rule
12b-1 Plan, as described below.

During the fiscal years ended April 30, 2009, 2008 and 2007, Managed Shares paid
a service fee of $338,498, $387,261 and $377,552, respectively.

DIDI has entered into related administration services and selling group
agreements ("services agreements") with various banks, broker-dealers and other
service or administrative firms to provide cash distribution, management and
other services for the Portfolio's shareholders. Such services and assistance
may include, but may not be limited to, establishing and maintaining shareholder
accounts and records, processing purchase and redemption transactions, providing
automatic investment in Portfolio shares of client account balances, answering
routine inquiries regarding the Portfolio, assisting clients in changing account
options, designations and addresses, and such other services as may be agreed
upon from time to time and as may be permitted by applicable statute, rule or
regulation. Currently, DIDI pays such firms for services at a maximum annual
rate of 0.15% of average daily net assets of those accounts in the Managed
Shares that they maintain and service. DIDI may pay such firms using the fee
that DIDI receives under the Services Agreements. DIDI in its discretion may pay
certain firms additional amounts for Managed Shares or for Institutional Shares.
Firms to which service fees may be paid may include affiliates of DIDI. DIDI
also may provide some of the above services and may retain any portion of the
fee under the Services Agreement not paid to firms to compensate itself for
administrative functions performed for the Managed Shares of the Portfolio.

Rule 12b-1 Plans

The Portfolio has adopted for the Managed Shares a separate Rule 12b-1 Plan (the
"Plan") pursuant to the provisions of Rule 12b-1 under the 1940 Act. Rule 12b-1
regulates the manner in which an investment company may, directly or indirectly,
bear the expenses of distributing shares. As noted above, the Managed Shares pay
an administrative service fee to DIDI as a percentage of average daily net
assets for services provided for the benefit of the Portfolio and the
shareholders. The Plan authorizes the payment of up to 0.25% for the Managed
Shares, but currently Managed Shares make payments equal to 0.15% of average
daily net assets pursuant to the Plan. The Plan continues for additional
one-year periods so long as such continuance is approved by a vote of the Board
of Trustees of the Trust, including the Trustees who are not interested persons
of the Trust and who have no direct or indirect financial interest in the
operation of the Plan or in any agreement related to the Plan. The vote must
take place at a meeting of the Board held in person and called for the purpose
of voting on the Plan. The Plan may not be amended to increase the fee to be
paid by the Managed Shares of the Portfolio without approval by a majority of
the outstanding voting securities of the Managed Shares of the Portfolio and all
material amendments must in any event be approved by the Board of Trustees in
the manner described above with respect to the continuation of the Plan. The
Plan may be terminated at any time without penalty by a vote of the majority of
the Trustees who are not interested persons of the Trust and who have no direct
or indirect financial interest in the Plan, or by a vote of the majority of the
outstanding voting securities of the Managed Shares of the Portfolio. Managed
Shares of the Portfolio will vote separately with respect to the Plan.

Custodian

SSB, Lafayette Corporate Center, 2 Avenue De Lafayette, Boston, MA 02111, (the
"Custodian"), as custodian, has custody of all securities and cash of the Trust.
SSB attends to the collection of principal and income, and payment for and
collection of proceeds of securities bought and sold by the Portfolio.

Transfer Agent

DWS Investments Service Company ("DISC" or the "Transfer Agent"), 210 West 10th
Street, Kansas City, Missouri 64105-1614, an affiliate of the Advisor, is the
transfer agent, dividend-paying agent and shareholder service agent for all
classes of the Portfolio. The Transfer Agent receives an annual service fee for
each account of the Portfolio, based on the type of account. For open retail
accounts, the fee is a flat fee ranging from $20.99 to $24.09 per account, for
open wholesale money funds the fee is $35.55 per account, while for certain
retirement accounts serviced on the recordkeeping system of ExpertPlan, Inc.,
the fee is a flat fee up to $3.91 per account (as of February 2009, 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 Portfolio. 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
Portfolio or are paid directly by the Portfolio. Certain additional
out-of-pocket expenses, including costs of computer hardware and software, third
party record-keeping fees in excess of 0.25%, and processing of proxy
statements, may only be reimbursed by the Fund/Portfolio with the prior approval
of the Portfolio's Board.


Pursuant to a sub-transfer agency agreement between DISC and DST Systems, Inc.
("DST"), DISC has delegated certain transfer agent, dividend paying agent and
shareholder servicing agent functions to DST. The costs and expenses of such
delegation are borne by DISC, not by the Portfolio.

For the fiscal years ended April 30, 2009, 2008 and 2007, the amounts charged to
the Portfolio, for Institutional Shares, by DISC were $374,669, $259,508 and
$56,861 (of which $29,805 and $27,862 was waived).

For the fiscal years ended April 30, 2009, 2008 and 2007, the amounts charged to
the Portfolio, for Managed Shares, by DISC were $206,104, $177,180 and $168,483,
respectively.

Legal Counsel

Vedder Price P.C., 222 North LaSalle Street, Chicago,  Illinois 60601, serves as
legal counsel to the Portfolio.

Ropes & Gray LLP, One International Place, Boston, MA 02110-2624, serves as
counsel to the Independent Trustees.


Independent Registered Public Accounting Firm

The financial highlights of the Portfolio's Institutional Shares and Managed
Shares included in the Portfolio's prospectuses and the financial statements
incorporated by reference in this SAI have been so included or incorporated by
reference in reliance on the report of Ernst & Young LLP, 200 Clarendon Street,
Boston, MA 02116, Independent Registered Public Accounting Firm, given on said
firm as experts in auditing and accounting. Ernst & Young LLP audits the
financial statements of the Portfolio and provides other audit, tax and related
services. Shareholders will receive annual audited financial statements and
semi-annual unaudited 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.

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 the
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 the 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 the
Portfolio. Services received from broker-dealers that executed securities
transactions for the 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) of the 1934 Act and interpretations
thereunder. Provided a Subadvisor is acting in accordance with any instructions
and directions of the Advisor or the Board, the Subadvisor is authorized to pay
a broker or dealer who provides third party brokerage and research services a
commission for executing a portfolio transaction for the Portfolio, if the
Subadvisor determines in good faith that such commission was reasonable in
relation to the value of the third party brokerage and research services
provided by such broker or dealer.


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 the 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 the 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 Portfolios and
receive brokerage commissions or other transaction-related compensation from the
Portfolios 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 Portfolios
a rate consistent with that charged to comparable unaffiliated customers in
similar transactions.

During the last three fiscal years the Portfolio paid no portfolio brokerage
commissions.

                        PURCHASE AND REDEMPTION OF SHARES


General Information

Policies and procedures affecting transactions in Portfolio 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 Portfolio's agents. Transaction delays in
processing (and changing account features) due to circumstances within or beyond
the control of the Portfolio and its agents may occur. Shareholders (or their
financial service 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 be genuine.

A distribution will be reinvested in shares of the same Portfolio and class if
the distribution check is returned as undeliverable.

Orders will be confirmed at a price based on the net asset value of the
Portfolio next determined after receipt in good order by DIDI of the order
accompanied by payment. However, orders received by dealers or other financial
services firms prior to the determination of net asset value and received in
good order by DIDI prior to the close of its business day will be confirmed at a
price based on the net asset value effective on that day ("trade date").

Use of Financial Services Firms. Investment dealers and other firms ("Firms")
provide varying arrangements for their clients to purchase and redeem the
Portfolio'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 Portfolio's shares in nominee or street name as agent for and on behalf
of their customers. In such instances, the Portfolio's transfer agent, DISC 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 Portfolio has
authorized the Shareholder Service Agent to pay to these Firms, out of the
Portfolio's assets, up to 0.02 of 1% for Institutional Shares and 0.10% of
Managed 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 Portfolio and other similar functions. These Firms also
coordinate with the Transfer Agent in connection with the Portfolio'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 Portfolio has authorized one or more financial service institutions,
including certain members of the Financial Industry Regulatory Authority
("FINRA") other than the Distributor ("financial institutions"), to accept
purchase and redemption orders for the Portfolio's shares. Such financial
institutions may also designate other parties, including plan administrator
intermediaries, to accept purchase and redemption orders on the Portfolio's
behalf. Orders for purchases or redemptions will be deemed to have been received
by the Portfolio when such financial institutions or, if applicable, their
authorized designees accept the orders. Subject to the terms of the contract
between the Portfolio and the financial institution, ordinarily orders will be
priced at the Portfolio's net asset value next computed after acceptance by such
financial institution or its authorized designees and accepted by the Portfolio.
Further, if purchases or redemptions of the Portfolio'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 Trustees and the Distributor, also the
Portfolio's principal underwriter, each has the right to limit the amount of
purchases by, and to refuse to sell to, any person. The Trustees and the
Distributor may suspend or terminate the offering of shares of the Portfolio at
any time for any reason.

DIDI has adopted an Incentive Plan (the "Plan") covering wholesalers that are
regional vice presidents ("DWS Investments Wholesalers"). Generally, DWS
Investments Wholesalers market shares of the DWS funds to financial advisors,
who in turn may recommend that investors purchase shares of a DWS fund. The Plan
is an incentive program that combines a monthly incentive component with a
quarterly strategic bonus component. Under the Plan, DWS Investments Wholesalers
will receive a monetary monthly incentive based on the amount of sales generated
from their marketing of the funds, and that incentive will differ depending on
the product category of the fund. Each fund is assigned to one of three product
categories -- "Focus list funds," "Extended list funds" or "Index funds" --
taking into consideration, among other things, the following criteria, where
applicable:

o    The  fund's  consistency  with  DWS  Investments'  branding  and  long-term
     strategy.
o    The fund's competitive performance;
o    The fund's Morningstar rating;
o    The  length  of  time  the  fund's  portfolio  managers  have  managed  the
     fund/strategy
o    Market size for the fund category;
o    The fund's size, including sales and redemptions of the fund's shares

This information and other factors are presented to a committee comprised of
representatives from various groups within DWS Investments, who review on a
quarterly basis the funds assigned to each product category described above, and
make any changes to those assignments at that time. No one factor, whether
positive or negative, determines a fund's placement in a given category; all
these factors together are considered, and the designation of funds on the Focus
list and Extended list represents management's judgment based on the above
criteria. In addition, management may consider a fund's profile over the course
of several review periods before making a change to its category assignment.
These category assignments will be posted quarterly to the DWS funds' Web site
at www.dws-investments.com, approximately one month after the end of each
quarter. DWS Investments Wholesalers receive the highest compensation for Focus
list funds, less for Extended list funds and the lowest for Index funds. The
level of compensation among these categories may differ significantly.

In the normal course of business, DWS Investments will from time to time
introduce new funds into the DWS family of funds. As a general rule, new funds
will be assigned to the Focus list compensation category. As described above,
the fund category assignments are reviewed periodically and are subject to
change.

The prospect of receiving, or the receipt of, additional compensation by a DWS
Investments Wholesaler under the Plan may provide an incentive to favor
marketing the Focus list or Extended list funds over Index funds. The Plan,
however, will not change the price that investors pay for shares of a fund. The
DWS Investments Compliance Department monitors DWS Investments Wholesaler sales
and other activity in an effort to detect unusual activity in the context of the
compensation structure under the Plan. However, investors may wish to take the
Plan and the product category of the fund into account when considering
purchasing a fund or evaluating any recommendations relating to fund shares.


Purchase of Shares

Shares of the Portfolio are sold at net asset value next determined after an
order and payment are received in the form described in the prospectus.
Investors must indicate the class of shares in the Portfolio in which they wish
to invest. The Portfolio has established a minimum initial investment for the
Managed Shares of $100,000 and $1,000 ($100 for IRAs and $50 for automatic
investment plans) for each subsequent investment. The minimal initial investment
for the Institutional Shares is $1,000,000. There is no minimum for each
subsequent investment for the Institutional Shares. These minimums may be
changed at anytime in management's discretion. Firms offering Portfolio shares
may set higher minimums for accounts they service and may change such minimums
at their discretion. The Trust may waive the minimum for purchases by trustees,
directors, officers or employees of the Trust or the Advisor and its affiliates.
Orders for the purchase of shares that are accompanied by a check drawn on a
foreign bank (other than a check drawn on a Canadian bank in US Dollars) will
not be considered in proper form and will not be processed unless and until the
Portfolio determines that it has received payment of the proceeds of the check.
The time required for such a determination will vary and cannot be determined in
advance.

The Portfolio seeks to remain as fully invested as possible at all times in
order to achieve maximum income. Since the Portfolio will be investing in
instruments that normally require immediate payment in Federal Funds (monies
credited to a bank's account with its regional Federal Reserve Bank), the
Portfolio has adopted procedures for the convenience of its shareholders and to
ensure that the Portfolio receives investable funds. An investor wishing to open
an account should use the Account Information Form available from the Trust or
financial services firms. Orders for the purchase of shares that are accompanied
by a check drawn on a foreign bank (other than a check drawn on a Canadian bank
in US Dollars) will not be considered in proper form and will not be processed
unless and until the Portfolio determines that it has received payment of the
proceeds of the check. The time required for such a determination will vary and
cannot be determined in advance.

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 "Policies You Should Know About" in the Portfolio's
prospectus.

The Portfolio is open for business each day the New York Stock Exchange is open.
Normally, the Portfolio calculates its share price every business day: at 12:00
p.m., 3:00 p.m. and 4:00 p.m. Eastern time.

Wire transactions that arrive by 3:00 p.m. Eastern time will receive that day's
dividend. Wire purchase orders received between 12:00 p.m. and 3:00 p.m. Eastern
time, for effectiveness at the 3:00 p.m. Eastern time net asset value
determination may be rejected based` upon certain guidelines. In particular,
only investors known to the portfolio may submit wire purchase orders between
12:00 p.m. and 3:00 p.m. Eastern time and acceptance of such an order will,
among other things, be based upon the level of purchase orders received by the
portfolio, the size of the order submitted, general market conditions and the
availability of investments for the portfolio. Investments by check will be
effective at 4:00 p.m. Eastern time on the business day following receipt and
will earn dividends the following calendar day. If an order is accompanied by a
check drawn on a foreign bank, funds must normally be collected on such check
before shares will be purchased.

Please contact your financial advisor for wire instructions and purchase orders.

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 Portfolio shares or the retention and/or servicing of
investors and Portfolio 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 the
Portfolio, to financial advisors in connection with the sale and/or distribution
of Portfolio shares or the retention and/or servicing of Portfolio investors and
Portfolio 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
portfolio, any record keeping/sub-transfer agency/networking fees payable by the
Portfolio (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 the Portfolio with
"shelf space" or access to a third party platform or portfolio offering list, or
other marketing programs including, without limitation, inclusion of the
Portfolio 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 Portfolio
attributable to the financial advisor, the particular portfolio or portfolio
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 Portfolio serviced and maintained by the financial advisor, .05%
to .25% of sales of the Portfolio 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 Portfolio or of any particular
share class of the Portfolio. 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 Portfolio.

The Advisor, the Distributor and/or their affiliates may also make such revenue
sharing payments to financial advisors under the terms discussed above in
connection with the distribution of both DWS funds and non-DWS funds by
financial advisors to retirement plans that obtain record keeping services from
ADP, Inc. on the DWS Investments branded retirement plan platform (the
"Platform") with the level of revenue sharing payments being based upon sales of
both the DWS funds and the non-DWS funds by the financial advisor on the
Platform or current assets of both the DWS funds and the non-DWS funds serviced
and maintained by the financial advisor on the Platform.

As of the date hereof, the Portfolio has been advised that the Advisor, the
Distributor and their affiliates expect that the following firms will receive
revenue sharing payments at different points during the coming year as described
above:

Channel: Broker-Dealers and Financial Advisors
----------------------------------------------
AIG Advisors Group
Ameriprise
Cadaret, Grant & Co. Inc.
Capital Analyst, Incorporated
Citigroup Global Markets, Inc. (dba Smith Barney)
Commonwealth Equity Services, LLP (dba Commonwealth Financial Network)
Deutsche Bank Group
Ensemble Financial Services
First Allied Securities
First Clearing/Wachovia Securities
HD Vest Investment Securities, Inc.
ING Advisors Network
John Hancock Distributors LLC
LPL Financial
M.L. Stern & Co.
Meridien Financial Group
Merrill Lynch, Pierce, Fenner & Smith Inc.
Morgan Stanley
Oppenheimer & Co., Inc.
PlanMember Services
Prime Capital Inc.
Raymond James & Associates
Raymond James Financial Services
RBC Dain Rauscher, Inc
Securities America, Inc.
UBS Financial Services
Wells Fargo Investments, LLC

Channel: Cash Product Platform
------------------------------
Allegheny Investments LTD
Bank of America
Bank of New York (Hare & Co.)
BMO Capital Markets
Brown Brothers Harriman
Brown Investment Advisory & Trust Company
Cadaret Grant & Co.
Chicago Mercantile Exchange
D.A. Davidson & Company
Deutsche Bank Group
Emmett A. Larkin Company
Fiduciary Trust Co. -- International
First Southwest Company
J.P. Morgan Clearing Corp.
Legent Clearing LLC
Lincoln Investment Planning
LPL Financial
Mellon Financial Markets LLC
Mesirow Financial, Inc.
Penson Financial Services
Pershing Choice Platform
ProFunds Distributors, Inc.
Ridge Clearing & Outsourcing Solutions
Robert W. Baird & Co.
Romano Brothers and Company
SAMCO Capital Markets
Smith Moore & Company
Sungard Institutional Brokerage Inc.
Treasury Curve LLC
US Bancorp
UBS Financial Services
William Blair & Company

Channel: Third Party Insurance Platforms
----------------------------------------
Allstate Life Insurance Company of New York
Ameritas Life Insurance Group
Annuity Investors Life Insurance Company
Columbus Life Insurance Company
Commonwealth Annuity and Life Insurance Company
Companion Life Insurance Company
Connecticut General Life Insurance Company
EquiTrust Life Insurance Company
Farm Bureau Life Insurance Company
Farmers New World Life Insurance Company
Fidelity Security Life Insurance Company
First Allmerica Financial Life Insurance Company
First Great West Life and Annuity Company
Genworth Life Insurance Company of New York
Genworth Life and Annuity Insurance Company
Great West Life and Annuity Insurance Company
Hartford Life Insurance Company
Integrity Life Insurance Company
John Hancock Life Insurance companies
Kemper Investors Life Insurance Company
Lincoln Benefit Life Insurance Company
Lincoln Life & Annuity Company of New York
Lincoln National Life Insurance Company
Massachusetts Mutual Life Insurance Group
MetLife Group
Minnesota Life Insurance Company
National Life Insurance Company
National Integrity Life Insurance Company
Nationwide Group
New York Life Insurance and Annuity Corporation
Phoenix Life Insurance Company
Protective Life Insurance
Provident Mutual Life Insurance
Prudential Insurance Company of America
Sun Life Group
Symetra Life Insurance Company
Transamerica Life Insurance Company
Union Central Life Insurance Company
United of Omaha Life Insurance Company
United Investors Life Insurance Company
Western Southern Life Assurance Company

Any additions, modifications or deletions to the financial advisors identified
above that have occurred since the date hereof are not reflected.

The Advisor, the Distributor or their affiliates may enter into additional
revenue sharing arrangements or change or discontinue existing arrangements with
financial advisors at any time without notice.

The prospect of receiving, or the receipt of additional compensation or
promotional incentives described above by financial advisors may provide such
financial advisors and/or their salespersons with an incentive to favor sales of
shares of the DWS funds or a particular DWS fund over sales of shares of mutual
funds (or non-mutual fund investments) with respect to which the financial
advisor does not receive additional compensation or promotional incentives, or
receives lower levels of additional compensation or promotional incentives.
Similarly, financial advisors may receive different compensation or incentives
that may influence their recommendation of any particular share class of the
Portfolio or of other portfolios. These payment arrangements, however, will not
change the price that an investor pays for Portfolio shares or the amount that
the Portfolio receives to invest on behalf of an investor and will not increase
Portfolio expenses. You may wish to take such payment arrangements into account
when considering and evaluating any recommendations relating to Portfolio 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
Portfolio 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 Portfolio. 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.


Redemption of Shares

General. Although it is the Portfolio's present policy to redeem in cash, the
Portfolio may pay the redemption price by a distribution of portfolio securities
in lieu of cash, in conformity with any applicable regulatory requirements,
taking such securities at the same value used to determine net asset value, and
selecting the securities in such manner as may be deemed fair and equitable. If
such a distribution occurs, 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 redemption would not be liquid as a
redemption entirely in cash. The Trust has elected to be governed by Rule 18f-1
under the 1940 Act pursuant to which the Trust is obligated to redeem shares of
a Portfolio solely in cash up to the lesser of $250,000 or 1% of the net assets
of that Portfolio during any 90-day period for any one shareholder of record.

If shares of the Portfolio to be redeemed were purchased by check or through
certain Automated Clearing House ("ACH") transactions, the Portfolio 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 Portfolio of the purchase amount. Shareholders may not use
ACH or Redemption Checks (defined below) until the shares being redeemed have
been owned for at least 10 days and shareholders may not use such procedures to
redeem shares held in certificated form. There is no delay when shares being
redeemed were purchased by wiring Federal Funds.

If shares being redeemed were acquired from an exchange of shares of a mutual
fund that were offered subject to a contingent deferred sales charge as
described in the prospectus for that other fund, the redemption of such shares
by the Portfolio may be subject to a contingent deferred sales charge as
explained in such prospectus.

Shareholders can request the following telephone privileges: expedited wire
transfer redemptions, ACH transactions and exchange transactions for individual
and institutional accounts and pre-authorized telephone redemption transactions
for certain institutional accounts. Shareholders may choose these privileges on
the account application or by contacting the Shareholder Service Agent for
appropriate instructions. Please note that the telephone exchange privilege is
automatic unless the shareholder refuses it on the account application. The
Trust 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 Trust or its agents reasonably believe, based upon reasonable
verification procedures, that the telephone instructions are genuine. The
shareholder will bear the risk of loss, resulting from fraudulent or
unauthorized transactions, as long as the reasonable verification procedures are
followed. The verification procedures include recording instructions, requiring
certain identifying information before acting upon instructions and sending
written confirmations.

The Portfolio reserves the right to redeem an account that falls below the
minimum investment level. Thus, a shareholder who makes only the minimum initial
investment and then redeems any portion thereof might have the account redeemed.
A shareholder will be notified in writing and will be allowed 60 days to make
additional purchases to bring the account value up to the minimum investment
level before the Portfolio redeems the shareholder account.

Financial services firms provide varying arrangements for their clients to
redeem Portfolio shares. Such firms may independently establish and charge
amounts to their clients for such services.

Regular Redemptions. When shares are held for the account of a shareholder by
the Trust's transfer agent, the shareholder may redeem them by sending a written
request with signatures guaranteed to DWS Investments Service Company, P.O. Box
219557, Kansas City, Missouri 64121. When certificates for shares have been
issued, they must be mailed to or deposited with the Shareholder Service Agent,
along with a duly endorsed stock power and accompanied by a written request for
redemption. Redemption requests and a stock power must be endorsed by the
account holder with signatures guaranteed by a commercial bank, trust company,
savings and loan association, federal savings bank, member firm of a national
securities exchange or other eligible financial institution. The redemption
request and stock power must be signed exactly as the account is registered
including any special capacity of the registered owner. 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,
trustees or guardians.

Redemption by Check/ACH Debit Disclosure. The Portfolio will accept Automated
Clearing House ("ACH") debit entries for accounts that have elected the
checkwriting 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 Portfolio upon receipt of
an ACH debit entry referencing your account number, to redeem Portfolio shares
in your account to pay the entry to the third party originating the debit. The
Portfolio 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 Portfolio, the Portfolio'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 Portfolio will not be able to honor an
ACH debit entry if sufficient funds are not available. ACH debit entry
transactions to your Portfolio account should not be initiated or authorized by
you in amounts exceeding the amount of shares of the Portfolio then in the
account and available for redemption. The Portfolio 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 Portfolio 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 Portfolio 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 have told the Portfolio 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 Portfolio may also require that you put your request in writing so that the
Portfolio will receive it within 14 days after you call. If you order the
Portfolio to stop one of these payments three (3) business days or more before
the transfer is scheduled and the Portfolio does not do so, the Portfolio 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. 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.

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 Portfolio 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 Portfolio sent you the first
Portfolio 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 Portfolio 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 portfolio or
Shareholder Service Agent could have stopped someone from taking that money if
you had notified the Shareholder Service Agent in time.

Tell us your name and account number. Describe the error or the transfer you are
unsure about, and explain 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 Portfolio 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 Portfolio, the Portfolio's named 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 Portfolio's agreement with you, the
Portfolio may be liable for your losses or damages. The Portfolio 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 Portfolio's
liability shall not exceed the amount of the transfer in question.

The portfolio, the portfolio's named 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 Portfolio written
permission.

The acceptance and processing of ACH debit entry transactions is established
solely for your convenience and the Portfolio reserves the right to suspend,
terminate or modify your ability to redeem fund 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.

Telephone Redemptions. If the proceeds of the redemption are $50,000 or less and
the proceeds are payable to the shareholder 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, guardian and custodian account
holders, provided the trustee, executor, guardian or custodian 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, provided that this
privilege has been pre-authorized by the institutional account holder or
guardian account holder by written instruction to the Shareholder Service Agent
with signatures guaranteed. Telephone requests may be made by calling
1-888-466-4250. Shares purchased by check or through certain ACH transactions
may not be redeemed under this privilege of redeeming shares by telephone
request until such check has cleared or, if a purchase is made by ACH, the funds
will be placed under a 10 day calendar hold to ensure good funds. 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 certificate 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 Shareholder Service Agent by telephone, it may be difficult to use
the telephone redemption privilege, although investors can still redeem by mail.
Each Portfolio reserves the right to terminate or modify this privilege at any
time.

Redemptions By Draft (Managed Shares Only). Upon request, shareholders will be
provided with drafts to be drawn on the Portfolio ("Redemption Checks"). These
Redemption Checks may be made payable to the order of any person for not more
than $5 million. Shareholders should not write Redemption Checks in an amount
less than $1,000. If the check is less than $1,000 a $10 service fee will be
charged as described below. When a Redemption Check is presented for payment, a
sufficient number of full and fractional shares in the shareholder's account
will be redeemed as of the next determined net asset value to cover the amount
of the Redemption Check. This will enable the shareholder to continue earning
dividends until the Portfolio receives the Redemption Check. A shareholder
wishing to use this method of redemption must complete and file an Account
Application which is available from the Portfolio or firms through which shares
were purchased. Redemption Checks should not be used to close an account since
the account normally includes accrued but unpaid dividends. The Portfolio
reserves the right to terminate or modify this privilege at any time. This
privilege may not be available through some firms that distribute shares of the
Portfolio. In addition, firms may impose minimum balance requirements in order
to offer this feature. Firms may also impose fees to investors for this
privilege or establish variations of minimum check amounts if approved by the
Portfolio.

Unless one signer is authorized on the Account Application, Redemption Checks
must be signed by all account holders. Any change in the signature authorization
must be made by written notice to the Shareholder Service Agent. Shares
purchased by check or through certain ACH transactions may not be redeemed by
Redemption Check until the shares have been owned for at least 10 days.
Shareholders may not use this procedure to redeem shares held in certificate
form. The Portfolio reserves the right to terminate or modify this privilege at
any time.

The Portfolio may refuse to honor Redemption Checks whenever the right of
redemption has been suspended or postponed, or whenever the account is otherwise
impaired. A $10 service fee will be charged when a Redemption Check is presented
to redeem Portfolio shares in excess of the value of the Portfolio account or in
an amount less than $1,000; when a Redemption Check is presented that would
require redemption of shares that were purchased by check or certain ACH
transactions within 10 days; or when "stop payment" of a Redemption Check is
requested.

Special Redemption Features. Certain firms that offer Shares of the Portfolio
also provide special redemption features through charge or debit cards and
checks that redeem Portfolio Shares. Various firms have different charges for
their services. Shareholders should obtain information from their firm with
respect to any special redemption features, applicable charges, minimum balance
requirements and special rules of the cash management program being offered.


Special Features

Exchange Privilege. Shareholders may request a taxable exchange of their shares
for shares of the corresponding class of other DWS Funds without imposition of a
sales charge, subject to the provisions below.

Shareholders who exchange their shares out of a DWS money market fund (not
including shares acquired by dividend reinvestment or by exchange from Class A
shares of another DWS fund) into Class A shares of certain other DWS funds, will
generally be subject to the applicable sales charge.

Certain DWS funds may not be available to shareholders on an exchange. To learn
more about which DWS funds may be available on exchange, please contact your
financial services firm or visit our Web site at: www.dws-investments.com or
call (800) 621-1048.

Shareholders may obtain prospectus(es) of the DWS fund they are exchanging into
from dealers, other firms or DIDI.


Automatic Withdrawal Program (Managed Shares Only). An owner of $5,000 or more
of the Portfolio's shares may provide for the payment from the owner's account
of any requested dollar amount up to $50,000 to be paid to the owner or the
owner's designated payee monthly, quarterly, semi-annually or annually. The
$5,000 minimum account size is not applicable to Individual Retirement Accounts
("IRAs"). Dividend distributions will be reinvested automatically at net asset
value. A sufficient number of full and fractional shares will be redeemed to
make the designated payment. Depending upon the size of the payments requested,
redemptions for the purpose of making such payments may reduce or even exhaust
the account. The program may be amended on thirty days notice by the Portfolio
and may be terminated at any time by the shareholder or the Portfolio. Firms
provide varying arrangements for their clients to redeem shares of the Portfolio
on a periodic basis. Such firms may independently establish minimums for such
services.

Tax-Sheltered Retirement Programs. The Shareholder Service Agent provides
retirement plan services and documents and DIDI can establish your account in
any of the following types of retirement plans:

o    IRAs trusteed by State Street Bank and Trust Company ("SSB"). This includes
     Simplified   Employee   Pension  Plan  (SEP)  IRA  accounts  and  prototype
     documents.

o    403(b)  Custodial  Accounts  also  trusteed  by SSB.  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 contribution per participant is the lesser of 25% of
     compensation or $30,000.

Brochures describing the above plans as well as providing model defined benefit
plans, target benefit plans, 457 plans, 401(k) plans and materials for
establishing them are available from the Shareholder Service Agent upon request.
The brochures for plans trusteed by SSB describe the current fees payable to SSB
for its services as trustee. Investors should consult with their own tax
advisors before establishing a retirement plan.

Electronic Funds Transfer Programs. For your convenience, the Trust has
established several investment and redemption programs using electronic funds
transfer via the Automated Clearing House (ACH). There is currently no charge by
the Trust for these programs. To use these features, your financial institution
(your employer's financial institution in the case of payroll deposit) must be
affiliated with an Automated Clearing House (ACH). This ACH affiliation permits
the Shareholder Service Agent to electronically transfer money between your bank
account, or employer's payroll bank in the case of Direct Deposit, and your
account. Your bank's crediting policies of these transferred funds may vary.
These features may be amended or terminated at any time by the Trust.
Shareholders should contact DWS Investments Service Company at 1-800-730-1313 or
the financial services firm through which their account was established for more
information. These programs may not be available through some firms that
distribute shares of the Portfolio.



Internet Access

World Wide Web Site. DWS maintains a Web site that is www.dws-investments.com.
The site offers guidance on global investing and developing strategies to help
meet financial goals and provides access to the DWS investor relations
department via e-mail. The site also enables users to access or view fund
prospectuses. Users can fill out new account forms on-line, order free software,
and request literature on funds.

                                    DIVIDENDS

Dividends are declared daily and paid monthly. Shareholders will receive
dividends in additional shares unless they elect to receive cash. Dividends will
be reinvested monthly in shares of a Portfolio at the net asset value normally
on the last business day of the month for the Portfolio if a business day,
otherwise on the next business day. Dividends are treated the same for federal
income tax purposes whether received in cash or reinvested in additional shares.
The Portfolio will pay shareholders who redeem their entire accounts all unpaid
dividends at the time of the redemption not later than the next dividend payment
date. Upon written request to the Shareholder Service Agent, a shareholder may
elect to have Portfolio dividends invested without sales charge in shares of
another DWS Mutual Fund offering this privilege at the net asset value of such
other fund. See "Special Features -- Exchange Privilege" for a list of such
other DWS Mutual Funds. To use this privilege of investing Portfolio dividends
shares in another DWS Mutual Fund, shareholders must maintain a minimum account
value of $100,000 and $1,000,000 for the Managed and Institutional Shares of the
Portfolio, respectively, and must maintain a minimum account value of $1,000 in
the Portfolio in which dividends are reinvested.

The Portfolio calculates its dividends based on its daily net investment income.
For this purpose, the net investment income of the Portfolio consists of (a)
accrued interest income plus or minus amortized discount or premium, excluding
market discount for the Portfolio, (b) plus or minus all short-term realized
gains and losses on investments and (c) minus accrued expenses allocated to the
Portfolio. Expenses of the Portfolio are accrued each day. Dividends are
reinvested monthly and shareholders will receive monthly confirmations of
dividends and of purchase and redemption transactions except that confirmations
of dividend reinvestment for IRAs and other fiduciary accounts for which SSB
acts as trustee will be sent quarterly.

If the shareholder elects to receive dividends in cash, checks will be mailed
monthly, within five business days of the reinvestment date (described below),
to the shareholder or any person designated by the shareholder. At the option of
the shareholder, cash dividends may be sent by Federal Funds wire. Shareholders
may request to have dividends sent by wire on the Account Application or by
contacting the Shareholder Service Agent (see "Purchase of Shares"). The
Portfolio reinvests dividend checks (and future dividends) in shares of the
Portfolio if checks are returned as undeliverable. Dividends and other
distributions in the aggregate amount of $10 or less are automatically
reinvested in shares of the Portfolio unless the shareholder requests that such
policy not be applied to the shareholder's account.

                                      TAXES

The following is intended to be a general summary of certain federal income tax
consequences of investing in the Portfolio. It is not intended as a complete
discussion of all such consequences, nor does it purport to deal with all
categories of investors or foreign, state or local taxes. Investors are
therefore advised to consult with their tax advisors before making an investment
in the Portfolio.

The Portfolio has elected to be treated and has qualified, and intends to
continue to qualify, under the Internal Revenue Code of 1986, as amended (the
"Code"), as a regulated investment company and, if so qualified, will not be
liable for federal income taxes to the extent its earnings are distributed. The
Portfolio also intends to meet the requirements of the Code applicable to
regulated investment companies distributing tax-exempt interest dividends and,
accordingly, dividends representing net interest received by the Portfolio will
not be included by shareholders in their gross income for federal income tax
purposes, except to the extent such interest is subject to the alternative
minimum tax as discussed below. In order for the Portfolio to qualify to pay
exempt-interest dividends, the Code requires that at the close of each quarter
of the Portfolio's taxable year, at least 50 percent of the value of the
Portfolio's total assets consist of obligations the interest on which is exempt
from federal income tax. Dividends representing taxable net investment income
(such as net interest income from temporary investments in obligations of the US
Government) and net short-term capital gains, if any, are taxable to
shareholders as ordinary income. Net interest on certain "private activity
bonds" issued on or after August 8, 1986 is treated as an item of tax preference
and may, therefore, be subject to both the individual and corporate alternative
minimum tax. To the extent provided by regulations to be issued by the Secretary
of the Treasury, exempt-interest dividends from the Portfolio are to be treated
as interest on private activity bonds in proportion to the interest income the
Portfolio receives from private activity bonds, reduced by allowable deductions.

The Portfolio must derive at least 90% of its gross income from dividends,
interest, payments with respect to certain securities loans, and gains from the
sale of stock, securities and foreign currencies, or other income (including but
not limited to gains from options, futures, or forward contracts) derived with
respect to its business of investing in such stock, securities, or currencies.

The Portfolio must diversify its holdings so that, at the end of each quarter of
its taxable year, (i) at least 50% of the market value of the Portfolio's assets
is represented by cash and cash items, US government securities, securities of
other regulated investment companies, and other securities limited in respect of
any one issuer to a value not greater than 5% of the value of the Fund's total
assets and to not more than 10% of the outstanding voting securities of such
issuer, and (ii) not more than 25% of the value of its assets is invested in the
securities (other than those of the US Government or other regulated investment
companies) of any one issuer or of two or more issuers which the fund controls
and which are engaged in the same, similar, or related trades or businesses.

Exempt-interest dividends, except to the extent of interest from "private
activity bonds," are not treated as a tax-preference item. For a corporate
shareholder, however, such dividends will be included in determining such
corporate shareholder's "adjusted current earnings." Seventy-five percent of the
excess, if any, of "adjusted current earnings" over the corporate shareholder's
other alternative minimum taxable income with certain adjustments will be a
tax-preference item. Corporate shareholders are advised to consult their tax
advisors with respect to alternative minimum tax consequences.

Shareholders will be required to disclose on their federal income tax returns
the amount of tax-exempt interest earned during the year, including
exempt-interest dividends received from the Portfolio.

Individuals whose modified income exceeds a base amount will be subject to
federal income tax on up to 85% of their Social Security benefits. Modified
income includes adjusted gross income, tax-exempt interest, including
exempt-interest dividends from the Portfolio, and 50% of Social Security
benefits.

The tax exemption of dividends from the Portfolio for federal income tax
purposes does not necessarily result in exemption under the income or other tax
laws of any state or local taxing authority. The laws of the several states and
local taxing authorities vary with respect to the taxation of such income and
shareholders of the Portfolio are advised to consult their own tax advisors as
to the status of their accounts under state and local tax laws.

The Portfolio is required by federal income tax law to withhold a portion of
dividends (including exempt-interest dividends) and redemption proceeds paid to
certain shareholders who do not furnish a correct taxpayer identification number
(in the case of most individuals, a social security number) and in certain other
circumstances. Trustees of qualified retirement plans and 403(b)(7) accounts are
required by law to withhold 20% of the taxable portion of any distribution that
is eligible to be "rolled over." The 20% withholding requirement does not apply
to distributions from IRAs or any part of a distribution that is transferred
directly to another qualified retirement plan, 403(b)(7) account, or IRA.
Shareholders should consult their tax advisors regarding the 20% withholding
requirement.

Interest on indebtedness which is incurred to purchase or carry shares of the
Portfolio is not deductible for federal income tax purposes to the extent that
the Portfolio distributes exempt-interest dividends during the taxable year.
Further, the Portfolio may not be an appropriate investment for entities or
persons who are "substantial users" of facilities financed by private activity
bonds or certain industrial development bonds held by the Portfolio or are
"related persons" to such users; such persons should consult their tax advisors
before investing in the Portfolio.

Shareholders normally will receive monthly confirmations of dividends and of
purchase and redemption transactions except that confirmations of dividend
reinvestment for IRAs and other fiduciary accounts for which Investors Fiduciary
Trust Company serves as trustee will be sent quarterly. Firms may provide
varying arrangements with their clients with respect to confirmations. Tax
information will be provided annually. Shareholders are encouraged to retain
copies of their account confirmation statements or year-end statements for tax
reporting purposes. However, those who have incomplete records may obtain
historical account transaction information at a reasonable fee.

Special tax rules apply to investments through defined contribution plans and
other tax-qualified plans. Shareholders should consult their tax advisor to
determine the suitability of shares of a Portfolio as an investment through such
plans and the precise effect of an investment on their particular tax situation.

INVESTORS ARE ADVISED TO CONSULT THEIR OWN TAX ADVISORS WITH RESPECT TO THE
APPLICATION OF THE ABOVE-DESCRIBED GENERAL FEDERAL INCOME TAX RULES TO THEIR OWN
CIRCUMSTANCES AND WITH RESPECT TO OTHER FEDERAL, STATE, LOCAL OR FOREIGN TAX
CONSEQUENCES TO THEM BEFORE MAKING AN INVESTMENT IN THE PORTFOLIO.

                                 NET ASSET VALUE

The net asset value ("NAV") per share of the Portfolio is calculated on each day
on which the Portfolio is open for business. The Portfolio is open for business
each day the New York Stock Exchange is open, as described in the Portfolio's
current prospectus. The NAV per share of the Portfolio is computed by dividing
the value of the Portfolio's assets less all liabilities, by the total number of
shares of the Portfolio outstanding. Although there is no guarantee, the
Portfolio's NAV per share will normally be $1.00.

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.

The Board has established procedures reasonably designed to stabilize the
Portfolio's NAV per share at $1.00. Under the procedures, the Advisor will
monitor and notify the Board of circumstances where the Portfolio's NAV per
share calculated by using market valuations may deviate from the $1.00 per share
calculated using amortized cost. If there were any deviation that the Board
believed would result in a material dilution or unfair result for investors or
existing shareholders, the Board would promptly consider what action, if any,
should be initiated. Such actions could include selling assets prior to maturity
to realize capital gains or losses; shortening average maturity of the
portfolio; withholding or reducing dividends; redeeming shares in kind; or
valuing assets based on market valuations.

Market valuations are obtained by using actual quotations provided by market
makers, estimates of market value, or values obtained from yield data relating
to classes of money market instruments published by reputable sources at the
mean between the bid and asked prices for the instruments. In accordance with
procedures approved by the Board, in the event market quotations are not readily
available for certain portfolio assets the fair value of such portfolio assets
will be determined in good faith by the Portfolio's Pricing Committee (or, in
some cases, the Board's Valuation Committee) based upon input from the Advisor
or other third parties.


                           BOARD MEMBERS AND OFFICERS

The following table presents certain information regarding the Board Members of
the Trust. 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 Trust 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 Trust. Because the Portfolio 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.


<TABLE>
<CAPTION>
Independent Board Members

--------------------------------------------------------------------------------------------------------------------
<S>                               <C>                                                            <C>
 Name, Year of Birth, Position                                                                   Number of Funds
 with the Trust and Length of     Business Experience and                                        in DWS Fund
 Time Served(1)                   Directorships During the Past 5 Years                          Complex Overseen
--------------------------------------------------------------------------------------------------------------------
Paul K. Freeman                   Consultant, World Bank/Inter-American Development Bank;               125
(1950)                            Governing Council of the Independent Directors Council
Chairperson since 2009, and       (governance, executive committees); formerly: Project Leader,
Board Member since 1993           International Institute for Applied Systems Analysis
                                  (1998-2001); Chief Executive Officer, The Eric Group, Inc.
                                  (environmental insurance) (1986-1998)
--------------------------------------------------------------------------------------------------------------------
John W. Ballantine (1946)         Retired; formerly: Executive Vice President and Chief Risk            125
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:               125
 Board Member since               Association of Public Television Stations; Becton Dickinson
 1990                             and Company(2) (medical technology company); Belo
                                  Corporation(2) (media company); Boston Museum of Science;
                                  Public Radio International; PRX, The Public Radio Exchange;
                                  The PBS Foundation; former Directorships: American Public
                                  Television; Concord Academy; New England Aquarium; Mass.
                                  Corporation for Educational Telecommunications; Committee for
                                  Economic Development; Public Broadcasting Service
--------------------------------------------------------------------------------------------------------------------
Dawn-Marie Driscoll (1946)        President, Driscoll Associates (consulting firm); Executive           125
Board Member since 1987           Fellow, Center for Business Ethics, Bentley University;
                                  formerly: Partner, Palmer & Dodge (1988-1990); Vice President
                                  of Corporate Affairs and General Counsel, Filene's
                                  (1978-1988); Directorships: Trustee of 20 open-end mutual
                                  funds managed by Sun Capital Advisers, Inc. (since 2007);
                                  Director of ICI Mutual Insurance Company (since 2007);
                                  Advisory Board, Center for Business Ethics, Bentley
                                  University; Trustee, Southwest Florida Community Foundation
                                  (charitable organization); former Directorships: Investment
                                  Company Institute (audit, executive, nominating committees)
                                  and Independent Directors Council (governance, executive
                                  committees)
--------------------------------------------------------------------------------------------------------------------
Keith R. Fox (1954)               Managing General Partner, Exeter Capital Partners (a series           125
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           125
(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,         125
(1946)                            Finance Department, The Wharton School, University of
Board Member since                Pennsylvania (since July 1972); Co-Director, Wharton
1990                              Financial Institutions Center (since July 2000); Director,
                                  Japan Equity Fund, Inc. (since September 2007), Thai Capital
                                  Fund, Inc. (since September 2007), Singapore Fund, Inc.
                                  (since September 2007); formerly: Vice Dean and Director,
                                  Wharton Undergraduate Division (July 1995-June 2000);
                                  Director, Lauder Institute of International Management
                                  Studies (July 2000-June 2006)
--------------------------------------------------------------------------------------------------------------------
William McClayton (1944)          Managing Director, Diamond Management & Technology                    125
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             125
(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); Director,
                                  CardioNet, Inc.(2) (2009-present) (health care); formerly:
                                  Executive Vice President, The Glenmede Trust Company
                                  (investment trust and wealth management) (1983 to 2004);
                                  Board Member, Investor Education (charitable organization)
                                  (2004-2005); Director, Viasys Health Care(2) (January
                                  2007-June 2007)
--------------------------------------------------------------------------------------------------------------------
William N. Searcy, Jr.            Private investor since October 2003; Trustee of 20 open-end           125
(1946)                            mutual funds managed by Sun Capital Advisers, Inc. (since
Board Member since                October 1998); formerly: Pension & Savings Trust Officer,
1993                              Sprint Corporation(2) (telecommunications) (November
                                  1989-September 2003)
--------------------------------------------------------------------------------------------------------------------
Jean Gleason Stromberg            Retired; formerly: Consultant (1997-2001); Director, US               125
(1943)                            Government Accountability Office (1996-1997); Partner,
Board Member since                Fulbright & Jaworski, L.L.P. (law firm) (1978-1996);
1997                              Directorships: The William and Flora Hewlett Foundation;
                                  Business Leadership Council, Wellesley College; former
                                  Directorships: Service Source, Inc., Mutual Fund Directors
                                  Forum (2002-2004), American Bar Retirement Association
                                  (funding vehicle for retirement plans) (1987-1990 and
                                  1994-1996)
--------------------------------------------------------------------------------------------------------------------
Robert H. Wadsworth (1940)        President, Robert H. Wadsworth & Associates, Inc. (consulting         128
Board Member since 1999           firm) (1983 to present); Director, The Phoenix Boys Choir
                                  Association
--------------------------------------------------------------------------------------------------------------------


Interested Board Member

--------------------------------------------------------------------------------------------------------------------
 Name, Year of Birth, Position    Business Experience and                                        Number of Funds
 with the Trust and Length of                                                                    in DWS Fund
 Time Served(1)                   Directorships During the Past 5 Years                          Complex Overseen
--------------------------------------------------------------------------------------------------------------------
 Axel Schwarzer(3)                Managing Director(4), Deutsche Asset Management; Head of              125
 (1958)                           Deutsche Asset Management Americas; CEO of DWS Investments;
 Board Member since               relocated to Germany in July 2009 as Vice Chairman(4) of
 2006                             Deutsche Asset Management and Member of the Management Board
                                  of DWS Investments, responsible for Global Relationship
                                  Management; formerly: board member of DWS Investments,
                                  Germany (1999-2005); Head of Sales and Product Management for
                                  the Retail and Private Banking Division of Deutsche Bank in
                                  Germany (1997-1999); various strategic and operational
                                  positions for Deutsche Bank Germany Retail and Private
                                  Banking Division in the field of investment funds, tax driven
                                  instruments and asset management for corporates (1989-1996)
--------------------------------------------------------------------------------------------------------------------


Officers(5)

--------------------------------------------------------------------------------------------------------------------
 Name, Year of Birth, Position
 with the Trust and Length of     Business Experience and
 Time Served(6)                   Directorships During the Past 5 Years
--------------------------------------------------------------------------------------------------------------------
 Michael G. Clark(7) (1965)       Managing Director(4), Deutsche Asset Management (2006-present); President of
 President, 2006-present          DWS family of funds; Director, ICI Mutual Insurance Company (since
                                  October 2007); formerly: Director of Fund Board Relations (2004-2006) and
                                  Director of Product Development (2000-2004), Merrill Lynch Investment Managers;
                                  Senior Vice President Operations, Merrill Lynch Asset Management (1999-2000)
--------------------------------------------------------------------------------------------------------------------
 John Millette(8) (1962)          Director(4), Deutsche Asset Management
 Vice President and Secretary,
 1999-present
--------------------------------------------------------------------------------------------------------------------
 Paul H. Schubert(7) (1963)       Managing Director(4), Deutsche Asset Management (since July 2004); formerly:
 Chief Financial Officer,         Executive Director, Head of Mutual Fund Services and Treasurer for UBS Family
 2004-present                     of Funds (1998-2004); Vice President and Director of Mutual Fund Finance at UBS
 Treasurer, 2005-present          Global Asset Management (1994-1998)
--------------------------------------------------------------------------------------------------------------------
 Caroline Pearson(8) (1962)       Managing Director(4), Deutsche Asset Management
 Assistant Secretary,
 1997-present
--------------------------------------------------------------------------------------------------------------------
 Rita Rubin(9) (1970)             Vice President and Counsel, Deutsche Asset Management (since October 2007);
 Assistant Secretary,             formerly, Vice President, Morgan Stanley Investment Management (2004-2007);
 2009-present                     Attorney, Shearman & Sterling LLP (2004); Vice President and Associate General
                                  Counsel, UBS Global Asset Management (2001-2004)
--------------------------------------------------------------------------------------------------------------------
 Paul Antosca(8)                  Director(4), Deutsche Asset Management (since 2006); formerly: Vice President,
 (1957)                           The Manufacturers Life Insurance Company (U.S.A.) (1990-2006)
 Assistant Treasurer,
 2007-present
--------------------------------------------------------------------------------------------------------------------
 Jack Clark (8)                   Director(4), Deutsche Asset Management (since 2007); formerly: Vice President,
 (1967)                           State Street Corporation (2002-2007)
 Assistant Treasurer,
 2007-present
--------------------------------------------------------------------------------------------------------------------
 Diane Kenneally(8)               Director(4), Deutsche Asset Management
 (1966)
 Assistant Treasurer,
 2007-present
--------------------------------------------------------------------------------------------------------------------
 Jason Vazquez(9) (1972)          Vice President, Deutsche Asset Management (since 2006); formerly: AML
 Anti-Money Laundering            Operations Manager for Bear Stearns (2004-2006); Supervising Compliance
 Compliance Officer,              Principal and Operations Manager for AXA Financial (1999-2004)
 2007-present
--------------------------------------------------------------------------------------------------------------------
 Robert Kloby(9) (1962)           Managing Director(4), Deutsche Asset Management (2004-present); formerly: Chief
 Chief Compliance Officer,        Compliance Officer/Chief Risk Officer, Robeco USA (2000-2004); Vice President,
 2006-present                     The Prudential Insurance Company of America (1988-2000); E.F. Hutton and
                                  Company (1984-1988)
--------------------------------------------------------------------------------------------------------------------
 J. Christopher Jackson(9)        Director(4), Deutsche Asset Management (2006-present); formerly: Director,
 (1951)                           Senior Vice President, General Counsel, and Assistant Secretary, Hansberger
 Chief Legal Officer,             Global Investors, Inc. (1996-2006); Director, National Society of Compliance
 2006-present                     Professionals (2002-2005) (2006-2009)
--------------------------------------------------------------------------------------------------------------------
</TABLE>


(1)  The length of time  served  represents  the year in which the Board  Member
     joined the board of one or more DWS funds currently overseen by the Board.

(2)  A publicly held company with securities  registered  pursuant to Section 12
     of the Securities Exchange Act of 1934.

(3)  The mailing  address of Axel  Schwarzer  is DWS  Investment  GmbH,  Mainzer
     Landstr. 178-190, Floor 5C, 60327 Frankfurt am Main, Germany. 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 Portfolio.

(4)  Executive title, not a board directorship.

(5)  As a result of their  respective  positions  held with the  Advisor,  these
     individuals are considered  "interested  persons" of the Advisor within the
     meaning of the 1940 Act.  Interested  persons receive no compensation  from
     the Portfolio.

(6)  The length of time  served  represents  the year in which the  officer  was
     first elected in such capacity for one or more DWS funds.

(7)  Address: 345 Park Avenue, New York, New York 10154.

(8)  Address: One Beacon Street, Boston, Massachusetts 02108.

(9)  Address: 280 Park Avenue, New York, New York 10017.

Certain officers hold similar positions for other investment companies for which
DIMA or an affiliate serves as the Advisor.


Officer's Role with Principal Underwriter:  DWS Investments Distributors, Inc.

 Paul H. Schubert:                   Vice President
 Jason Vazquez:                      Vice President and AML Compliance Officer
 Caroline Pearson:                   Secretary

Board Members' Responsibilities. The officers of the Trust 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 Portfolio and to provide oversight of
the management of the Portfolio.

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 Portfolio's accounting
and financial reporting policies and procedures, (3) the Portfolio'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 Portfolio. It also
approves and recommends to the Board the appointment, retention or termination
of the independent registered public accounting firm for the Portfolio, reviews
the scope of audit and internal controls, considers and reports to the Board on
matters relating to the Portfolio's accounting and financial reporting
practices, and performs such other tasks as the full Board deems necessary or
appropriate. The Audit Committee receives annual representations from the
independent registered public accounting firm as to its independence. The
members of the Audit Committee are William McClayton (Chair), Kenneth C.
Froewiss (Vice Chair), John W. Ballantine, Henry P. Becton, Jr., Keith R. Fox
and William N. Searcy, Jr. During the calendar year 2008, the Audit Committee of
the Portfolio's Board held six (6) meetings.

Nominating and Governance Committee: The Nominating and Governance Committee,
which consists entirely of Independent Board Members, recommends individuals for
membership on the Board, nominates officers, Board and committee chairs, vice
chairs and committee members, and oversees the operations of the Board. The
Nominating and Governance Committee also reviews recommendations by shareholders
for candidates for Board positions. Shareholders may recommend candidates for
Board positions by forwarding their correspondence by US mail or courier service
to Dawn-Marie Driscoll, P.O. Box 100176, Cape Coral, FL 33904. The members of
the Nominating and Governance Committee are Henry P. Becton, Jr. (Chair),
Rebecca W. Rimel (Vice Chair), Paul K. Freeman and William McClayton. During the
calendar year 2008, the Nominating and Governance Committee of the Portfolio's
Board held five (5) meetings.

Contract Committee: The Contract Committee, which consists entirely of
Independent Board Members, reviews at least annually, (a) the Portfolio's
financial arrangements with DIMA and its affiliates, and (b) the Portfolio's
expense ratios. The members of the Contract Committee are Robert H. Wadsworth
(Chair), Keith R. Fox (Vice Chair), Henry P. Becton, Jr., Richard J. Herring,
William McClayton and Jean Gleason Stromberg. During the calendar year 2008, the
Contract Review Committee of the Portfolio's Board held seven (7) meetings.

Equity Oversight Committee: The Equity Oversight Committee reviews the
investment operations of those portfolios that primarily invest in equity
securities (except for those funds managed by a quantitative investment team).
The members of the Equity Oversight Committee are John W. Ballantine (Chair),
William McClayton (Vice Chair), Henry P. Becton, Jr., Keith R. Fox, Richard J.
Herring and Rebecca W. Rimel. During the calendar year 2008, the Equity
Oversight Committee of the Portfolio's Board held five (5) meetings.

Fixed-Income and Quant Oversight Committee: The Fixed-Income and Quant Oversight
Committee reviews the investment operations of those portfolios that primarily
invest in fixed-income securities or are managed by a quantitative investment
team. The members of the Fixed-Income and Quant Oversight Committee are William
N. Searcy, Jr. (Chair), Jean Gleason Stromberg (Vice Chair), Dawn-Marie
Driscoll, Kenneth C. Froewiss and Robert H. Wadsworth. During the calendar year
2008, the Fixed-Income Oversight Committee of the Portfolio's Board held five
(5) meetings.

Marketing and Shareholder Services Committee: The Marketing and Shareholder
Services Committee reviews the Portfolio's marketing program, sales practices
and literature and shareholder services. The Marketing and Shareholder Services
Committee also considers matters relating to fund mergers and liquidations and
the organization of new funds. The members of the Marketing and Shareholder
Services Committee are Richard J. Herring (Chair), Dawn-Marie Driscoll (Vice
Chair), Rebecca W. Rimel, Jean Gleason Stromberg and Robert H. Wadsworth. During
the calendar year 2008, the Marketing/Distribution/Shareholder Service Committee
of the Portfolio's Board held four (4) meetings.

The Operations Committee: The Operations Committee reviews the administrative
operations, legal affairs and general compliance matters of the Portfolio. The
Operations Committee reviews administrative matters related to the operations of
the Portfolio, policies and procedures relating to portfolio transactions,
custody arrangements, fidelity bond and insurance arrangements, valuation of
Portfolio assets and securities and such other tasks as the full Board deems
necessary or appropriate. The Operations Committee also oversees the valuation
of the Portfolio's securities and other assets and determines, as needed, the
fair value of Portfolio securities or other assets under certain circumstances
as described in the Portfolio's Valuation Procedures. The Operations Committee
has appointed a Valuation Sub-Committee, which may make determinations of fair
value required when the Operations Committee is not in session. The members of
the Operations Committee are Dawn-Marie Driscoll (Chair), John W. Ballantine
(Vice Chair), Kenneth C. Froewiss, Rebecca W. Rimel and William N. Searcy, Jr.
The members of the Valuation Sub-Committee are Kenneth C. Froewiss (Chair), John
W. Ballantine, Dawn-Marie Driscoll (Alternate), Rebecca W. Rimel (Alternate) and
William N. Searcy, Jr. (Alternate). During the calendar year 2008, the
Operations Committee held five (5) meetings and the Valuation Sub-Committee held
two (2) meetings.

Ad Hoc Committees. In addition to the standing committees described above, from
time to time the Board may also form ad hoc committees to consider specific
issues.

Remuneration. Each Independent Board Member receives compensation from the
Portfolio for his or her services, which includes retainer fees and specified
amounts for various committee services and for the Board Chairperson. No
additional compensation is paid to any Independent Board Member for travel time
to meetings, attendance at directors' educational seminars or conferences,
service on industry or association committees, participation as speakers at
directors' conferences or service on special fund industry director task forces
or subcommittees. Independent Board Members do not receive any employee benefits
such as pension or retirement benefits or health insurance from the Portfolio 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
Portfolio, 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 Portfolio. The following tables show compensation from the
Portfolio and aggregate compensation from all of the funds in the DWS fund
complex received by each Independent Board Member during the calendar year 2008.
Mr. Schwarzer is an interested person of the Portfolio and received no
compensation from the Portfolio or any fund in the DWS fund complex during the
relevant periods.

<TABLE>
<CAPTION>
                                                                           Total Compensation
                                         Aggregate Compensation              from Fund and
  Name of Board Member                 from Tax-Exempt Portfolio           DWS Fund Complex(1)
  --------------------                 -------------------------           -------------------

<S>                                              <C>                             <C>
  John W. Ballantine                             $7,523                          $237,500
  Henry P. Becton, Jr.(2)                        $1,426                          $246,000
  Dawn-Marie Driscoll(2)(3)                      $1,673                          $292,500
  Keith R. Fox(2)                                $1,330                          $229,500
  Paul K. Freeman                                $8,146                          $255,000
  Kenneth C. Froewiss                            $1,309                          $226,750
  Richard J. Herring(2)                          $1,381                          $240,000
  William McClayton(4)                           $8,245                          $257,500
  Rebecca W. Rimel(2)                            $1,360                          $233,500
  William N. Searcy, Jr.                         $1,366                          $238,000
  Jean Gleason Stromberg                         $1,300                          $225,500
  Robert H. Wadsworth                            $7,670                          $273,500
</TABLE>

(1)      The DWS fund complex is composed of 136 funds as of December 31, 2008.

(2)      Aggregate compensation includes amounts paid to the Board Members for
         special meetings of ad hoc committees of the Board in connection with
         the consolidation of the DWS fund boards and various funds, meetings
         for considering fund expense simplification initiatives, and
         consideration of issues specific to the Portfolio's direct shareholders
         (i.e., those shareholders who did not purchase shares through financial
         intermediaries). Such amounts totaled $8,000 for Mr. Becton, $2,000 for
         Ms. Driscoll, $2,000 for Mr. Fox, $2,000 for Dr. Herring and $8,000 for
         Ms. Rimel. These meeting fees were borne by the funds.

(3)      Includes $70,000 in annual retainer fees received by Ms. Driscoll as
         Chairperson of DWS funds.

(4)      Includes $15,000 paid to Mr. McClayton for numerous special meetings of
         an ad hoc committee of the former Chicago Board in connection with
         board consolidation initiatives.


Board Member Ownership in the Portfolio

The following table shows the dollar range of equity securities beneficially
owned by each Board Member in the Portfolio and DWS fund complex as of
December 31, 2008.

<TABLE>
<CAPTION>
                                                                                  Aggregate Dollar Range of
                                            Dollar Range of Beneficial       Ownership in all Funds Overseen by
                                                     Ownership                          Board Member
Board Member                                  in Tax-Exempt Portfolio            in the DWS Fund Complex(1)
------------                                  -----------------------            --------------------------

Independent Board Member:

<S>                                                    <C>                                       <C>
John W. Ballantine                                     None                                Over $100,000
Henry P. Becton, Jr.                               $1 - $10,000                            Over $100,000
Dawn-Marie Driscoll                             $50,001 - $100,000                         Over $100,000
Keith R. Fox                                           None                                Over $100,000
Paul K. Freeman                                        None                                Over $100,000
Kenneth C. Froewiss                                    None                                Over $100,000
Richard J. Herring                                     None                                Over $100,000
William McClayton                                      None                                Over $100,000
Rebecca W. Rimel                                       None                                Over $100,000
William N. Searcy, Jr.                                 None                                Over $100,000
Jean Gleason Stromberg                           $10,001 - $50,000                         Over $100,000
Robert H. Wadsworth                                    None                                Over $100,000

Interested Board Member:

Axel Schwarzer                                         None                                Over $100,000
</TABLE>

(1)      Securities beneficially owned as defined under the 1934 Act include
         direct and/or indirect ownership of securities where the Board Member's
         economic interest is tied to the securities, employment ownership and
         securities when the Board Member can exert voting power, and when the
         Board Member has authority to sell the securities. The dollar ranges
         are: None, $1-$10,000, $10,001-$50,000, $50,001-$100,000 and over
         $100,000.


Ownership in Securities of the Advisor and Related Companies

As reported to the Portfolio, the information in the following table reflects
ownership by the Independent Board Members and their immediate family members of
certain securities as of December 31, 2008. Immediate family members can be a
spouse, children residing in the same household including step and adoptive
children, and any dependents. The securities represent ownership in the Advisor
or principal underwriter of the Portfolio 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
Portfolio (including Deutsche Bank AG).


<TABLE>
<CAPTION>
                                                                                   Value of        Percent of
                                   Owner and                                     Securities on     Class on an
Independent                     Relationship to                     Title of     an Aggregate       Aggregate
Board Member                      Board Member         Company        Class          Basis            Basis
------------                      ------------         -------        -----          -----            -----

<S>                                   <C>                <C>           <C>            <C>              <C>
John W. Ballantine                                      None
Henry P. Becton, Jr.                                    None
Dawn-Marie Driscoll                                     None
Keith R. Fox                                            None
Paul K. Freeman                                         None
Kenneth C. Froewiss                                     None
Richard J. Herring                                      None
William McClayton                                       None
Rebecca W. Rimel                                        None
William N. Searcy, Jr.                                  None
Jean Gleason Stromberg                                  None
Robert H. Wadsworth                                     None
</TABLE>


Securities Beneficially Owned

As of July 7, 2009, the Board Members and officers of the Trust owned, as a
group, less than 1% of the outstanding shares of the Portfolio.

To the best of the Portfolio's knowledge, as of July 7, 2009, no person owned of
record or beneficially 5% or more of any class of the Portfolio's outstanding
shares, except as noted below.

Tax-Exempt Portfolio


<TABLE>
<CAPTION>
Name and Address of Investor Ownership                          Shares                      % of Total Shares
--------------------------------------                          ------                      -----------------

<S>                                                          <C>                      <C>
RIDGE CLEARING & OUTSOURCING SVCS                            20,228,656.72            100% of Capital Assets Funds
NEW YORK NY  10041-0004                                                                          Shares

D A DAVIDSON & CO                                            67,084,334.82                100% of Davidson Cash
TAX-EXEMPT OMNIBUS ACCT #1                                                                  Equivalent Shares
ATTN  BETH ANN THELEN
GREAT FALLS MT  59403-5015

PERSHING LLC FOR THE EXCLUSIVE                              963,119,571.97            46.42% of DWS Tax-Exempt Cash
BENEFIT OF CUSTOMERS                                                                      Institutional Shares
JERSEY CITY NJ  07399-0001

KNOTFLOAT & CO                                              280,483,630.55            13.52% of DWS Tax-Exempt Cash
C/O STATE STREET BANK                                                                     Institutional Shares
BOSTON MA  02206-5496

JP MORGAN CLEARING CORP                                     150,036,254.30            7.23% of DWS Tax-Exempt Cash
FBO XXXXXXXXXX                                                                            Institutional Shares
ATTN: DENISE DILORENZO-SIEGEL
BROOKLYN NY  11201-3832

LPL FINANCIAL SERVICES                                      422,308,931.56            93.7% of Premier Money Market
SAN DIEGO CA  92121-1968                                                                         Shares

SMITH MOORE & COMPANY                                        28,193,154.96            6.26% of Premier Money Market
CLAYTON MO  63105-1931                                                                           Shares

FIRST SOUTHWEST COMPANY                                      55,581,337.26              74.84% of Service Shares
DALLAS TX  75201-3852

PENSON FINANCIAL SERVICES                                    16,654,646.60              22.43% of Service Shares
DALLAS TX  75201-4609

FIDUCIARY TRUST CO INT'L AS AGENT                           162,124,500.00              60.5% of Tax-Exempt Cash
ATTN MUTUAL FUND PROCESSING                                                                  Managed Shares
ATTN CORPORATE TREASURY
NEW YORK NY  10020-2302

FIDUCIARY TRUST CO INT'L AS AGENT                            57,868,000.00              21.6% of Tax-Exempt Cash
NON COMPENSATION ACCOUNT                                                                     Managed Shares
ATTN CORPORATE TREASURY
NEW YORK NY  10020-2302

KNOTFLOAT & CO                                               39,220,574.51              14.64% of Tax-Exempt Cash
C/O STATE STREET BANK                                                                        Managed Shares
BOSTON MA  02206-5496

PERSHING LLC FOR THE EXCLUSIVE                              417,065,733.49            78.78% of Tax-Free Investment
BENEFIT OF CUSTOMERS                                                                              Class
JERSEY CITY NJ  07399-0001

WILLIAM BLAIR & COMPANY                                      83,471,707.49            15.77% of Tax-Free Investment
ATTN TERRY MULDOON                                                                                Class
CHICAGO IL  60606-5312
</TABLE>


Agreement to Indemnify Independent Trustees 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 Trustees of the Affected Funds, against certain
liabilities the Independent Trustees 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 Trustees 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 Trustees ultimately would not be entitled to indemnification or (2)
for any liability of the Independent Trustees to the Funds or their shareholders
to which the Independent Trustee would otherwise be subject by reason of willful
misfeasance, bad faith, gross negligence or reckless disregard of the
Independent Trustee'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 Trustees 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.

                               TRUST ORGANIZATION

The Trust is an open-end, management investment company, organized as a business
trust under the laws of Massachusetts on March 2, 1990. The Trust may issue an
unlimited number of shares of beneficial interest in one or more series or
"Portfolios," all having no par value, which may be divided by the Board of
Trustees into classes of shares, subject to compliance with the Securities and
Exchange Commission regulations permitting the creation of separate classes of
shares. The Trust is currently divided into three series: Money Market
Portfolio, Government & Agency Securities Portfolio and Tax-Exempt Portfolio.
Money Market Portfolio is currently divided into nine classes of shares: Premium
Reserve Shares, Premier Money Market Shares, Institutional Money Market Shares,
Institutional Select Money Market Shares, Service Shares, Davidson Cash
Equivalent Shares, Davidson Cash Equivalent Plus Shares, Capital Assets Funds
Shares and Capital Assets Funds Preferred Shares. Government & Agency Securities
Portfolio is divided into eight classes of shares: DWS Government & Agency Money
Fund, DWS Government Cash Institutional Shares, Government Cash Managed Shares,
Premier Money Market Shares, Service Shares, Davidson Cash Equivalent Shares,
Davidson Cash Equivalent Plus Shares and Capital Assets Funds Shares. Tax-Exempt
Portfolio is divided into nine classes of shares: Tax-Free Investment Class, DWS
Tax-Free Money Fund Class, DWS Tax-Exempt Money Fund, Capital Assets Funds
Shares, Davidson Cash Equivalent Shares, Premier Money Market Shares, DWS
Tax-Exempt Cash Institutional Shares, Service Shares and Tax-Exempt Cash Managed
Shares.

The Trustees have the authority to create additional portfolios and to designate
the relative rights and preferences as between the different portfolios. The
Trustees also may authorize the division of shares of a Portfolio into different
classes, which may bear different expenses. All shares issued and outstanding
are fully paid and non-assessable, transferable, have no pre-emptive or
conversion rights and are redeemable as described in the SAI and in the
Portfolio's prospectus. Each share has equal rights with each other share of the
same class of the Portfolio as to voting, dividends, exchanges, conversion
features and liquidation. Shareholders are entitled to one vote for each full
share held and fractional votes for fractional shares held. The Trustees may
also terminate any Portfolio or class by notice to the shareholders without
shareholder approval.

The Trust generally is not required to hold meetings of its shareholders. Under
the Declaration of Trust, however, shareholder meetings will be held in
connection with the following matters: (a) the election or removal of trustees
if a meeting is called for such purpose; (b) the adoption of any contract for
which approval by shareholders is required by the 1940 Act; (c) any termination
or reorganization of the Portfolio or a class to the extent and as provided in
the Declaration of Trust; (d) certain material amendments of the Declaration of
Trust (such as other than amendments changing the name of the Portfolio,
supplying any omission, curing any ambiguity or curing, correcting or
supplementing any defective or inconsistent provision thereof); and (e) such
additional matters as may be required by law, the Declaration of Trust, the
By-laws of the Portfolio, or any registration of the Portfolio with the SEC or
as the trustees may consider necessary or desirable. Shareholders also vote upon
changes in fundamental investment policies or restrictions.

The Declaration of Trust provides that obligations of the Trust are not binding
upon the Trustees individually but only upon the property of the Trust, that the
Trustees and officers will not be liable for errors of judgment or mistakes of
fact or law, and that a Trust will indemnify its Trustees and officers against
liabilities and expenses incurred in connection with litigation in which they
may be involved because of their offices with a Trust except if it is determined
in the manner provided in the Declaration of Trust that they have not acted in
good faith in the reasonable belief that their actions were in the best
interests of the Trust. However, nothing in the Declaration of Trust protects or
indemnifies a Trustee or officer against any liability 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 their
office.

The Declaration of Trust specifically authorizes the Board of Trustees to
terminate the Trust (or any Portfolio or class) by notice to the shareholders
without shareholder approval.

Under Massachusetts law, shareholders of a Massachusetts business trust could,
under certain circumstances, be held personally liable for obligations of the
Portfolio. The Declaration of Trust, however, disclaims shareholder liability
for acts or obligations of the Portfolio and requires that notice of such
disclaimer be given in each agreement, obligation, or instrument entered into or
executed by the Portfolio or the Trust's Trustees. Moreover, the Declaration of
Trust provides for indemnification out of Portfolio property for all losses and
expenses of any shareholder held personally liable for the obligations of the
Portfolio and the Portfolio may be covered by insurance. Thus, the risk of a
shareholder incurring financial loss on account of shareholder liability is
considered by the Manager remote and not material, since it is limited to
circumstances in which a disclaimer is inoperative and such Portfolio itself is
unable to meet its obligations.

If a series were unable to meet its obligations, the assets of all other series
may in some circumstances be available to creditors for that purpose, in which
case the assets of such other series could be used to meet liabilities which are
not otherwise properly chargeable to them.

Each Trustee serves until the next meeting of shareholders, if any, called for
the purpose of electing Trustees and until the election and qualification of a
successor or until such Trustee sooner dies, resigns, retires or is removed.

Trustees may be removed from office by a vote of the holders of a majority of
the outstanding shares at a meeting called for that purpose, which meeting shall
be held upon the written request of the holders of not less than 10% of the
outstanding shares. Upon the written request of ten or more shareholders who
have been such for at least six months and who hold shares constituting at least
1% of the outstanding shares of the Trust 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 trustee, the
Trust has undertaken to disseminate appropriate materials at the expense of the
requesting shareholders.

                             PROXY VOTING GUIDELINES

The Portfolio has delegated proxy voting responsibilities to the Advisor,
subject to the Board's general oversight. The Advisor votes proxies pursuant to
the proxy voting policy and guidelines set forth in Appendix A to this SAI.

You may obtain information about how a fund voted proxies related to its
portfolio securities during the 12-month period ended June 30 by visiting the
Securities and Exchange Commission's Web site at www.sec.gov or by visiting our
Web site at: www.dws-investments.com (click on "proxy voting" at the bottom of
the page).

                              FINANCIAL STATEMENTS

The financial statements, including the portfolio of investments, of Tax-Exempt
Portfolio's Institutional Shares and Managed Shares, together with the Report of
Independent Registered Public Accounting Firm, Financial Highlights and notes to
financial statements in the Annual Report to the Shareholders of the Portfolio's
Institutional Shares and Managed Shares dated April 30, 2009 are incorporated
herein by reference and are hereby deemed to be a part of this combined SAI.

                             ADDITIONAL INFORMATION

The CUSIP number of Tax-Exempt Portfolio's Institutional Shares is 147539-886.

The CUSIP number of Tax-Exempt Portfolio's Managed Shares is 147539-878.

The Portfolio has a fiscal year end of April 30.

The Portfolio's prospectuses and this SAI omit certain information contained in
the Registration Statement which the Portfolio 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 Portfolio and the
securities offered hereby. This Registration Statement and its amendments are
available for inspection by the public at the SEC in Washington, D.C.


                      APPENDIX A -- PROXY VOTING GUIDELINES

       Deutsche Asset Management ("AM") Proxy Voting Policy and Guidelines


I.       INTRODUCTION

AM has adopted and implemented the following policies and procedures, which it
believes are reasonably designed to ensure that proxies are voted in the best
economic interest of clients, in accordance with its fiduciary duties and local
regulation. These Proxy Voting Policies, Procedures and Guidelines shall apply
to all accounts managed by US domiciled advisers and to all US client accounts
managed by non US regional offices. Non US regional offices are required to
maintain procedures and to vote proxies as may be required by law on behalf of
their non US clients. In addition, AM's proxy policies reflect the fiduciary
standards and responsibilities for ERISA accounts.

The attached guidelines represent a set of global recommendations that were
determined by the Global Proxy Voting Sub-Committee ("the GPVSC"). These
guidelines were developed to provide AM with a comprehensive list of
recommendations that represent how AM will generally vote proxies for its
clients. The recommendations derived from the application of these guidelines
are not intended to influence the various AM legal entities either directly or
indirectly by parent or affiliated companies. In addition, the organizational
structures and documents of the various AM legal entities allows, where
necessary or appropriate, the execution by individual AM subsidiaries of the
proxy voting rights independently of any DB parent or affiliated company. This
applies in particular to non U.S. fund management companies. The individuals
that make proxy voting decisions are also free to act independently, subject to
the normal and customary supervision by the management/boards of these AM legal
entities.


II.      AM'S PROXY VOTING RESPONSIBILITIES

Proxy votes are the property of AM's advisory clients.(1) As such, AM's
authority and responsibility to vote such proxies depend upon its contractual
relationships with its clients. AM has delegated responsibility for effecting
its advisory clients' proxy votes to Institutional Shareholder Services ("ISS"),
an independent third-party proxy voting specialist. ISS votes AM's advisory
clients' proxies in accordance with AM's proxy guidelines or AM's specific
instructions. Where a client has given specific instructions as to how a proxy
should be voted, AM will notify ISS to carry out those instructions. Where no
specific instruction exists, AM will follow the procedures in voting the proxies
set forth in this document. Certain Taft-Hartley clients may direct AM to have
ISS vote their proxies in accordance with Taft Hartley voting Guidelines

_____________________

(1)      For purposes of these Policies and Procedures, "clients" refers to
         persons or entities: for which AM serves as investment adviser or
         sub-adviser; for which AM votes proxies; and that have an economic or
         beneficial ownership interest in the portfolio securities of issuers
         soliciting such proxies.

Clients may in certain instances contract with their custodial agent and notify
AM that they wish to engage in securities lending transactions. In such cases,
it is the responsibility of the custodian to deduct the number of shares that
are on loan so that they do not get voted twice.


III.     POLICIES

1.       Proxy voting activities are conducted in the best economic interest of
         clients

AM has adopted the following policies and procedures to ensure that proxies are
voted in accordance with the best economic interest of its clients, as
determined by AM in good faith after appropriate review.

2.       The Global Proxy Voting Sub-Committee

The Global Proxy Voting Sub-Committee (the "GPVSC") is an internal working group
established by the applicable AM's Investment Risk Oversight Committee pursuant
to a written charter. The GPVSC is responsible for overseeing AM's proxy voting
activities, including:

(i)    adopting, monitoring and updating guidelines, attached as Exhibit A (the
       "Guidelines"), that provide how AM will generally vote proxies pertaining
       to a comprehensive list of common proxy voting matters;

(ii)   voting proxies where (A) the issues are not covered by specific client
       instruction or the Guidelines; (B) the Guidelines specify that the issues
       are to be determined on a case-by-case basis; or (C) where an exception
       to the Guidelines may be in the best economic interest of AM's clients;
       and

(iii)  monitoring the Proxy Vendor Oversight's proxy voting activities (see
       below).

AM's Proxy Vendor Oversight, a function of AM's Operations Group, is responsible
for coordinating with ISS to administer AM's proxy voting process and for voting
proxies in accordance with any specific client instructions or, if there are
none, the Guidelines, and overseeing ISS' proxy responsibilities in this regard.

3.       Availability of Proxy Voting Policies and Procedures and proxy voting
         record

Copies of these Policies and Procedures, as they may be updated from time to
time, are made available to clients as required by law and otherwise at AM's
discretion. Clients may also obtain information on how their proxies were voted
by AM as required by law and otherwise at AM's discretion; however, AM must not
selectively disclose its investment company clients' proxy voting records. The
Proxy Vendor Oversight will make proxy voting reports available to advisory
clients upon request. The investment companies' proxy voting records will be
disclosed to shareholders by means of publicly-available annual filings of each
company's proxy voting record for 12-month periods ended June 30 (see
"Recordkeeping" below), if so required by relevant law.


IV.      PROCEDURES

The key aspects of AM's proxy voting process are as follows:

1.       The GPVSC's Proxy Voting Guidelines

The Guidelines set forth the GPVSC's standard voting positions on a
comprehensive list of common proxy voting matters. The GPVSC has developed, and
continues to update the Guidelines based on consideration of current corporate
governance principles, industry standards, client feedback, and the impact of
the matter on issuers and the value of the investments.

The GPVSC will review the Guidelines as necessary to support the best economic
interests of AM's clients and, in any event, at least annually. The GPVSC will
make changes to the Guidelines, whether as a result of the annual review or
otherwise, taking solely into account the best economic interests of clients.
Before changing the Guidelines, the GPVSC will thoroughly review and evaluate
the proposed change and the reasons therefore, and the GPVSC Chair will ask
GPVSC members whether anyone outside of the AM organization (but within Deutsche
Bank and its affiliates) or any entity that identifies itself as a AM advisory
client has requested or attempted to influence the proposed change and whether
any member has a conflict of interest with respect to the proposed change. If
any such matter is reported to the GPVSC Chair, the Chair will promptly notify
the Conflicts of Interest Management Sub-Committee (see below) and will defer
the approval, if possible. Lastly, the GPVSC will fully document its rationale
for approving any change to the Guidelines.

The Guidelines may reflect a voting position that differs from the actual
practices of the public company(ies) within the Deutsche Bank organization or of
the investment companies for which AM or an affiliate serves as investment
adviser or sponsor. Investment companies, particularly closed-end investment
companies, are different from traditional operating companies. These differences
may call for differences in voting positions on the same matter. Further, the
manner in which AM votes investment company proxies may differ from proposals
for which a AM-advised or sponsored investment company solicits proxies from its
shareholders. As reflected in the Guidelines, proxies solicited by closed-end
(and open-end) investment companies are generally voted in accordance with the
pre-determined guidelines of ISS. See Section IV.3.B.

Funds ("Underlying Funds") in which Topiary Fund Management Fund of Funds (each,
a "Fund") invest, may from time to time seek to revise their investment terms
(i.e. liquidity, fees, etc.) or investment structure. In such event, the
Underlying Funds may require approval/consent from its investors to effect the
relevant changes. Topiary Fund Management has adopted Proxy Voting Procedures
which outline the process for these approvals.

2.       Specific proxy voting decisions made by the GPVSC

The Proxy Vendor Oversight will refer to the GPVSC all proxy proposals (i) that
are not covered by specific client instructions or the Guidelines; or (ii) that,
according to the Guidelines, should be evaluated and voted on a case-by-case
basis.

Additionally, if, the Proxy Vendor Oversight, the GPVSC Chair or any member of
the GPVSC, a portfolio manager, a research analyst or a sub-adviser believes
that voting a particular proxy in accordance with the Guidelines may not be in
the best economic interests of clients, that individual may bring the matter to
the attention of the GPVSC Chair and/or the Proxy Vendor Oversight.(2)

_____________________

(2)      The Proxy Vendor Oversight generally monitors upcoming proxy
         solicitations for heightened attention from the press or the industry
         and for novel or unusual proposals or circumstances, which may prompt
         the Proxy Vendor Oversight to bring the solicitation to the attention
         of the GPVSC Chair. AM portfolio managers, AM research analysts and
         sub-advisers also may bring a particular proxy vote to the attention of
         the GPVSC Chair, as a result of their ongoing monitoring of portfolio
         securities held by advisory clients and/or their review of the periodic
         proxy voting record reports that the GPVSC Chair distributes to AM
         portfolio managers and AM research analysts.

If the Proxy Vendor Oversight refers a proxy proposal to the GPVSC or the GPVSC
determines that voting a particular proxy in accordance with the Guidelines is
not in the best economic interests of clients, the GPVSC will evaluate and vote
the proxy, subject to the procedures below regarding conflicts.

The GPVSC endeavors to hold meetings to decide how to vote particular proxies
sufficiently before the voting deadline so that the procedures below regarding
conflicts can be completed before the GPVSC's voting determination.

3.       Certain proxy votes may not be cast

In some cases, the GPVSC may determine that it is in the best economic interests
of its clients not to vote certain proxies. If the conditions below are met with
regard to a proxy proposal, AM will abstain from voting:

o        Neither the Guidelines nor specific client instructions cover an issue;

o        ISS does not make a recommendation on the issue;

o        The GPVSC cannot convene on the proxy proposal at issue to make a
         determination as to what would be in the client's best interest. (This
         could happen, for example, if the Conflicts of Interest Management
         Sub-committee found that there was a material conflict or if despite
         all best efforts being made, the GPVSC quorum requirement could not be
         met).

In addition, it is AM's policy not to vote proxies of issuers subject to laws of
those jurisdictions that impose restrictions upon selling shares after proxies
are voted, in order to preserve liquidity. In other cases, it may not be
possible to vote certain proxies, despite good faith efforts to do so. For
example, some jurisdictions do not provide adequate notice to shareholders so
that proxies may be voted on a timely basis. Voting rights on securities that
have been loaned to third-parties transfer to those third-parties, with loan
termination often being the only way to attempt to vote proxies on the loaned
securities. Lastly, the GPVSC may determine that the costs to the client(s)
associated with voting a particular proxy or group of proxies outweighs the
economic benefits expected from voting the proxy or group of proxies.

The Proxy Vendor Oversight will coordinate with the GPVSC Chair regarding any
specific proxies and any categories of proxies that will not or cannot be voted.
The reasons for not voting any proxy shall be documented.

4.       Conflict of Interest Procedures

A. Procedures to Address Conflicts of Interest and Improper Influence

Overriding Principle. In the limited circumstances where the GPVSC votes
proxies,(3) the GPVSC will vote those proxies in accordance with what it, in
good faith, determines to be the best economic interests of AM's clients.(4)

_____________________

(3)      As mentioned above, the GPVSC votes proxies (i) where neither a
         specific client instruction nor a Guideline directs how the proxy
         should be voted, (ii) where the Guidelines specify that an issue is to
         be determined on a case by case basis or (iii) where voting in
         accordance with the Guidelines may not be in the best economic
         interests of clients.

(4)      The Proxy Vendor Oversight, who serves as the non-voting secretary of
         the GPVSC, may receive routine calls from proxy solicitors and other
         parties interested in a particular proxy vote. Any contact that
         attempts to exert improper pressure or influence shall be reported to
         the Conflicts of Interest Management Sub-Committee.

Independence of the GPVSC. As a matter of Compliance policy, the GPVSC and the
Proxy Vendor Oversight are structured to be independent from other parts of
Deutsche Bank. Members of the GPVSC and the employee responsible for Proxy
Vendor Oversight are employees of AM. As such, they may not be subject to the
supervision or control of any employees of Deutsche Bank Corporate and
Investment Banking division ("CIB"). Their compensation cannot be based upon
their contribution to any business activity outside of AM without prior approval
of Legal and Compliance. They can have no contact with employees of Deutsche
Bank outside of the Private Client and Asset Management division ("PCAM")
regarding specific clients, business matters or initiatives without the prior
approval of Legal and Compliance. They furthermore may not discuss proxy votes
with any person outside of AM (and within AM only on a need to know basis).

Conflict Review Procedures. There will be a committee (the "Conflicts of
Interest Management Sub-Committee") established within AM that will monitor for
potential material conflicts of interest in connection with proxy proposals that
are to be evaluated by the GPVSC. Promptly upon a determination that a vote
shall be presented to the GPVSC, the GPVSC Chair shall notify the Conflicts of
Interest Management Sub-Committee. The Conflicts of Interest Management
Sub-Committee shall promptly collect and review any information deemed
reasonably appropriate to evaluate, in its reasonable judgment, if AM or any
person participating in the proxy voting process has, or has the appearance of,
a material conflict of interest. For the purposes of this policy, a conflict of
interest shall be considered "material" to the extent that a reasonable person
could expect the conflict to influence, or appear to influence, the GPVSC's
decision on the particular vote at issue. GPVSC should provide the Conflicts of
Interest Management Sub-Committee a reasonable amount of time (no less than 24
hours) to perform all necessary and appropriate reviews. To the extent that a
conflicts review can not be sufficiently completed by the Conflicts of Interest
Management Sub-Committee the proxies will be voted in accordance with the
standard guidelines.

The information considered by the Conflicts of Interest Management Sub-Committee
may include without limitation information regarding (i) AM client
relationships; (ii) any relevant personal conflict known by the Conflicts of
Interest Management Sub-Committee or brought to the attention of that
sub-committee; (iii) and any communications with members of the GPVSC (or anyone
participating or providing information to the GPVSC) and any person outside of
the AM organization (but within Deutsche Bank and its affiliates) or any entity
that identifies itself as a AM advisory client regarding the vote at issue. In
the context of any determination, the Conflicts of Interest Management
Sub-Committee may consult with, and shall be entitled to rely upon, all
applicable outside experts, including legal counsel.

Upon completion of the investigation, the Conflicts of Interest Management
Sub-Committee will document its findings and conclusions. If the Conflicts of
Interest Management Sub-Committee determines that (i) AM has a material conflict
of interest that would prevent it from deciding how to vote the proxies
concerned without further client consent or (ii) certain individuals should be
recused from participating in the proxy vote at issue, the Conflicts of Interest
Management Sub-Committee will so inform the GPVSC chair.

If notified that AM has a material conflict of interest as described above, the
GPVSC chair will obtain instructions as to how the proxies should be voted
either from (i) if time permits, the effected clients, or (ii) in accordance
with the standard guidelines. If notified that certain individuals should be
recused from the proxy vote at issue, the GPVSC Chair shall do so in accordance
with the procedures set forth below.

Note: Any AM employee who becomes aware of a potential, material conflict of
interest in respect of any proxy vote to be made on behalf of clients shall
notify Compliance. Compliance shall call a meeting of the conflict review
committee to evaluate such conflict and determine a recommended course of
action.

Procedures to be followed by the GPVSC. At the beginning of any discussion
regarding how to vote any proxy, the GPVSC Chair (or his or her delegate) will
inquire as to whether any GPVSC member (whether voting or ex officio) or any
person participating in the proxy voting process has a personal conflict of
interest or has actual knowledge of an actual or apparent conflict that has not
been reported to the Conflicts of Interest Management Sub-Committee.

The GPVSC Chair also will inquire of these same parties whether they have actual
knowledge regarding whether any director, officer or employee outside of the AM
organization (but within Deutsche Bank and its affiliates) or any entity that
identifies itself as a AM advisory client, has: (i) requested that AM, the Proxy
Vendor Oversight (or any member thereof) or a GPVSC member vote a particular
proxy in a certain manner; (ii) attempted to influence AM, the Proxy Vendor
Oversight (or any member thereof), a GPVSC member or any other person in
connection with proxy voting activities; or (iii) otherwise communicated with a
GPVSC member or any other person participating or providing information to the
GPVSC regarding the particular proxy vote at issue, and which incident has not
yet been reported to the Conflicts of Interest Management Sub- Committee.

If any such incidents are reported to the GPVSC Chair, the Chair will promptly
notify the Conflicts of Interest Management Sub-Committee and, if possible, will
delay the vote until the Conflicts of Interest Management Sub-Committee can
complete the conflicts report. If a delay is not possible, the Conflicts of
Interest Management Sub-Committee will instruct the GPVSC whether anyone should
be recused from the proxy voting process, or whether AM should vote the proxy in
accordance with the standard guidelines, seek instructions as to how to vote the
proxy at issue from ISS or, if time permits, the effected clients. These
inquiries and discussions will be properly reflected in the GPVSC's minutes.

Duty to Report. Any AM employee, including any GPVSC member (whether voting or
ex officio), that is aware of any actual or apparent conflict of interest
relevant to, or any attempt by any person outside of the AM organization (but
within Deutsche Bank and its affiliates) or any entity that identifies itself as
a AM advisory client to influence, how AM votes its proxies has a duty to
disclose the existence of the situation to the GPVSC Chair (or his or her
designee) and the details of the matter to the Conflicts of Interest Management
Sub-Committee. In the case of any person participating in the deliberations on a
specific vote, such disclosure should be made before engaging in any activities
or participating in any discussion pertaining to that vote.

Recusal of Members. The GPVSC will recuse from participating in a specific proxy
vote any GPVSC members (whether voting or ex officio) and/or any other person
who (i) are personally involved in a material conflict of interest; or (ii) who,
as determined by the Conflicts of Interest Management Sub-Committee, have actual
knowledge of a circumstance or fact that could effect their independent
judgment, in respect of such vote. The GPVSC will also exclude from
consideration the views of any person (whether requested or volunteered) if the
GPVSC or any member thereof knows, or if the Conflicts of Interest Management
Sub-Committee has determined, that such other person has a material conflict of
interest with respect to the particular proxy, or has attempted to influence the
vote in any manner prohibited by these policies.

If, after excluding all relevant GPVSC voting members pursuant to the paragraph
above, there are three or more GPVSC voting members remaining, those remaining
GPVSC members will determine how to vote the proxy in accordance with these
Policies and Procedures. If there are fewer than three GPVSC voting members
remaining, the GPVSC Chair will vote the proxy in accordance with the standard
guidelines, will obtain instructions as to how to have the proxy voted from, if
time permits, the effected clients and otherwise from ISS.

B.       Investment Companies and Affiliated Public Companies

Investment Companies. As reflected in the Guidelines, all proxies solicited by
open-end and closed-end investment companies are voted in accordance with the
pre-determined guidelines of ISS, unless the investment company client directs
AM to vote differently on a specific proxy or specific categories of proxies.
However, regarding investment companies for which AM or an affiliate serves as
investment adviser or principal underwriter, such proxies are voted in the same
proportion as the vote of all other shareholders (i.e., "mirror" or "echo"
voting). Master fund proxies solicited from feeder funds are voted in accordance
with applicable provisions of Section 12 of the Investment Company Act of 1940.

Subject to participation agreements with certain Exchange Traded Funds ("ETF")
issuers that have received exemptive orders from the U.S. Securities and
Exchange Commission allowing investing DWS funds to exceed the limits set forth
in Section 12(d)(1)(A) and (B) of the Investment Company Act of 1940, DeAM will
echo vote proxies for ETFs in which Deutsche Bank holds more than 25% of
outstanding voting shares globally when required to do so by participation
agreements and SEC orders.

Affiliated Public Companies. For proxies solicited by non-investment company
issuers of or within the Deutsche Bank organization, e.g., Deutsche bank itself,
these proxies will be voted in the same proportion as the vote of other
shareholders (i.e., "mirror" or "echo" voting).

Note: With respect to the QP Trust (not registered under the Investment Company
Act of 1940), the Fund is not required to engage in echo voting and the
investment adviser will use these Guidelines, and may determine, with respect to
the QP Trust, to vote contrary to the positions in the Guidelines, consistent
with the Fund's best interest.

C.       Other Procedures That Limit Conflicts of Interest

AM and other entities in the Deutsche Bank organization have adopted a number of
policies, procedures and internal controls that are designed to avoid various
conflicts of interest, including those that may arise in connection with proxy
voting, including:

o        Deutsche Bank Americas Restricted Activities Policy. This policy
         provides for, among other things, independence of AM employees from
         CIB, and information barriers between AM and other affiliates.
         Specifically, no AM employee may be subject to the supervision or
         control of any employee of CIB. No AM employee shall have his or her
         compensation based upon his or her contribution to any business
         activity within the Bank outside of the business of AM, without the
         prior approval of Legal or Compliance. Further, no employee of CIB
         shall have any input into the compensation of a AM employee without the
         prior approval of Legal or Compliance. Under the information barriers
         section of this policy, as a general rule, AM employees who are
         associated with the investment process should have no contact with
         employees of Deutsche Bank or its affiliates, outside of PCAM,
         regarding specific clients, business matters, or initiatives. Further,
         under no circumstances should proxy votes be discussed with any
         Deutsche Bank employee outside of AM (and should only be discussed on a
         need-to-know basis within AM).

Other relevant internal policies include the Deutsche Bank Americas Code of
Professional Conduct, the Deutsche Asset Management Information Sharing
Procedures, the Deutsche Asset Management Code of Ethics, the Sarbanes-Oxley
Senior Officer Code of Ethics, and the Deutsche Bank Group Code of Conduct. The
GPVSC expects that these policies, procedures and internal controls will greatly
reduce the chance that the GPVSC (or, its members) would be involved in, aware
of or influenced by, an actual or apparent conflict of interest.


V.       RECORDKEEPING

At a minimum, the following types of records must be properly maintained and
readily accessible in order to evidence compliance with this policy.

o        AM will maintain a record of each vote cast by AM that includes among
         other things, company name, meeting date, proposals presented, vote
         cast and shares voted.

o        The Proxy Vendor Oversight maintains records for each of the proxy
         ballots it votes. Specifically, the records include, but are not
         limited to:

         -        The proxy statement (and any additional solicitation
                  materials) and relevant portions of annual statements.

         -        Any additional information considered in the voting process
                  that may be obtained from an issuing company, its agents or
                  proxy research firms.

         -        Analyst worksheets created for stock option plan and share
                  increase analyses.

         -        Proxy Edge print-screen of actual vote election.

o        AM will retain these Policies and Procedures and the Guidelines; will
         maintain records of client requests for proxy voting information; and
         will retain any documents the Proxy Vendor Oversight or the GPVSC
         prepared that were material to making a voting decision or that
         memorialized the basis for a proxy voting decision.

o        The GPVSC also will create and maintain appropriate records documenting
         its compliance with these Policies and Procedures, including records of
         its deliberations and decisions regarding conflicts of interest and
         their resolution.

o        With respect to AM's investment company clients, ISS will create and
         maintain records of each company's proxy voting record for 12-month
         periods ended June 30. AM will compile the following information for
         each matter relating to a portfolio security considered at any
         shareholder meeting held during the period covered by the report and
         with respect to which the company was entitled to vote:

         -        The name of the issuer of the portfolio security;

         -        The exchange ticker symbol of the portfolio security (if
                  symbol is available through reasonably practicable means);

         -        The Council on Uniform Securities Identification Procedures
                  number for the portfolio security (if the number is available
                  through reasonably practicable means);

         -        The shareholder meeting date;

         -        A brief identification of the matter voted on;

         -        Whether the matter was proposed by the issuer or by a security
                  holder;

         -        Whether the company cast its vote on the matter;

         -        How the company cast its vote (e.g., for or against proposal,
                  or abstain; for or withhold regarding election of directors);
                  and

         -        Whether the company cast its vote for or against management.

Note: This list is intended to provide guidance only in terms of the records
that must be maintained in accordance with this policy. In addition, please note
that records must be maintained in accordance with the applicable AM Records
Management Policy.

With respect to electronically stored records, "properly maintained" is defined
as complete, authentic (unalterable) usable and backed-up. At a minimum, records
should be retained for a period of not less than six years (or longer, if
necessary to comply with applicable regulatory requirements), the first three
years in an appropriate AM office.


VI.      THE GPVSC'S OVERSIGHT ROLE

In addition to adopting the Guidelines and making proxy voting decisions on
matters referred to it as set forth above, the GPVSC will monitor the proxy
voting process by reviewing summary proxy information presented by ISS. The
GPVSC will use this review process to determine, among other things, whether any
changes should be made to the Guidelines. This review will take place at least
quarterly and will be documented in the GPVSC's minutes.




Attachment A - Global Proxy Voting Guidelines







                            Deutsche Asset Management

                         Global Proxy Voting Guidelines



                             As Amended October 2008


                                [GRAPHIC OMITTED]
Table of contents

I        Board Of Directors And Executives

         A        Election Of Directors

         B        Classified Boards Of Directors

         C        Board And Committee Independence

         D        Liability And Indemnification Of Directors

         E        Qualifications Of Directors

         F        Removal Of Directors And Filling Of Vacancies

         G        Proposals To Fix The Size Of The Board

         H        Proposals to Restrict Chief Executive Officer's Service on

                  Multiple Boards

         I        Proposals to Restrict Supervisory Board Members Service on

                  Multiple Boards

         J        Proposals to Establish Audit Committees

II       Capital Structure

         A        Authorization Of Additional Shares

         B        Authorization Of "Blank Check" Preferred Stock

         C        Stock Splits/Reverse Stock Splits

         D        Dual Class/Supervoting Stock

         E        Large Block Issuance

         F        Recapitalization Into A Single Class Of Stock

         G        Share Repurchases

         H        Reductions In Par Value

III      Corporate Governance Issues

         A        Confidential Voting

         B        Cumulative Voting

         C        Supermajority Voting Requirements

         D        Shareholder Right To Vote

IV       Compensation

         A        Establishment of a Remuneration Committee

         B        Executive And Director Stock Option Plans

         C        Employee Stock Option/Purchase Plans

         D        Golden Parachutes

         E        Proposals To Limit Benefits Or Executive Compensation

         F        Option Expensing

         G        Management board election and motion

         H        Remuneration (variable pay)

         I        Long-term incentive plans

         J        Shareholder Proposals Concerning "Pay For Superior
                  Performance"

         K        Executive Compensation Advisory

V        Anti-Takeover Related Issues

         A        Shareholder Rights Plans ("Poison Pills")

         B        Reincorporation

         C        Fair-Price Proposals

         D        Exemption From State Takeover Laws

         E        Non-Financial Effects Of Takeover Bids

VI       Mergers & Acquisitions

VII      Social & Political Issues

         A        Labor & Human Rights

         B        Diversity & Equality

         C        Health & Safety

         D        Government/Military

         E        Tobacco

VIII     Environmental Issues

IX       Miscellaneous Items

         A        Ratification Of Auditors

         B        Limitation Of Non-Audit Services Provided By Independent
                  Auditor

         C        Audit Firm Rotation

         D        Transaction Of Other Business

         E        Motions To Adjourn The Meeting

         F        Bundled Proposals

         G        Change Of Company Name

         H        Proposals Related To The Annual Meeting

         I        Reimbursement Of Expenses Incurred From Candidate Nomination

         J        Investment Company Proxies

         K        International Proxy Voting


These Guidelines may reflect a voting position that differs from the actual
practices of the public company (ies) within the Deutsche Bank organization or
of the investment companies for which AM or an affiliate serves as investment
adviser or sponsor.

NOTE: Because of the unique structure and regulatory scheme applicable to
closed-end investment companies, the voting guidelines (particularly those
related to governance issues) generally will be inapplicable to holdings of
closed-end investment companies. As a result, determinations on the appropriate
voting recommendation for closed-end investment company shares will be made on a
case-by-case basis.


I.       Board of Directors and Executives

A.       Election of Directors

Routine: AM Policy is to vote "for" the uncontested election of directors. Votes
for a director in an uncontested election will be withheld in cases where a
director has shown an inability to perform his/her duties in the best interests
of the shareholders.

Proxy contest: In a proxy contest involving election of directors, a
case-by-case voting decision will be made based upon analysis of the issues
involved and the merits of the incumbent and dissident slates of directors. AM
will incorporate the decisions of a third party proxy research vendor,
currently, Institutional Shareholder Services ("ISS") subject to review by the
Proxy Voting Sub-Committee (GPVSC) as set forth in the AM's Proxy Voting
Policies and Procedures.

Rationale: The large majority of corporate directors fulfill their fiduciary
obligation and in most cases support for management's nominees is warranted. As
the issues relevant to a contested election differ in each instance, those cases
must be addressed as they arise.

B.       Classified Boards of Directors

AM policy is to vote against proposals to classify the board and for proposals
to repeal classified boards and elect directors annually.

Rationale: Directors should be held accountable on an annual basis. By
entrenching the incumbent board, a classified board may be used as an
anti-takeover device to the detriment of the shareholders in a hostile take-over
situation.

C.       Board and Committee Independence

AM policy is to vote:

1.       "For" proposals that require that a certain percentage (majority up to
         66 2/3%) of members of a board of directors be comprised of independent
         or unaffiliated directors.

2.       "For" proposals that require all members of a company's compensation,
         audit, nominating, or other similar committees be comprised of
         independent or unaffiliated directors.

3.       "Against" shareholder proposals to require the addition of special
         interest, or constituency, representatives to boards of directors.

4.       "For" separation of the Chairman and CEO positions.

5.       "Against" proposals that require a company to appoint a Chairman who is
         an independent director.

Rationale: Board independence is a cornerstone of effective governance and
accountability. A board that is sufficiently independent from management assures
that shareholders' interests are adequately represented. However, the Chairman
of the board must have sufficient involvement in and experience with the
operations of the company to perform the functions required of that position and
lead the company.

No director qualifies as 'independent' unless the board of directors
affirmatively determines that the director has no material relationship with the
listed company (either directly or as a partner, shareholder or officer of an
organization that has a relationship with the company).

Whether a director is in fact not "independent" will depend on the laws and
regulations of the primary market for the security and the exchanges, if any, on
which the security trades.

D.       Liability and Indemnification of Directors

AM policy is to vote "for" management proposals to limit directors' liability
and to broaden the indemnification of directors, unless broader indemnification
or limitations on directors' liability would effect shareholders' interests in
pending litigation.

Rationale: While shareholders want directors and officers to be responsible for
their actions, it is not in the best interests of the shareholders for them to
be to risk averse. If the risk of personal liability is too great, companies may
not be able to find capable directors willing to serve. We support expanding
coverage only for actions taken in good faith and not for serious violations of
fiduciary obligation or negligence.

E.       Qualifications of Directors

AM policy is to follow management's recommended vote on either management or
shareholder proposals that set retirement ages for directors or require specific
levels of stock ownership by directors.

Rationale: As a general rule, the board of directors, and not the shareholders,
is most qualified to establish qualification policies.

F.       Removal of Directors and Filling of Vacancies

AM policy is to vote "against" proposals that include provisions that directors
may be removed only for cause or proposals that include provisions that only
continuing directors may fill board vacancies.

Rationale: Differing state statutes permit removal of directors with or without
cause. Removal of directors for cause usually requires proof of self-dealing,
fraud or misappropriation of corporate assets, limiting shareholders' ability to
remove directors except under extreme circumstances. Removal without cause
requires no such showing.

Allowing only incumbent directors to fill vacancies can serve as an
anti-takeover device, precluding shareholders from filling the board until the
next regular election.

G.       Proposals to Fix the Size of the Board

AM policy is to vote:

1.       "For" proposals to fix the size of the board unless: (a) no specific
         reason for the proposed change is given; or (b) the proposal is part of
         a package of takeover defenses.

2.       "Against" proposals allowing management to fix the size of the board
         without shareholder approval.

Rationale: Absent danger of anti-takeover use, companies should be granted a
reasonable amount of flexibility in fixing the size of its board.

H.       Proposals to Restrict Chief Executive Officer's Service on Multiple
         Boards

AM policy is to vote "For" proposals to restrict a Chief Executive Officer from
serving on more than three outside boards of directors.

Rationale: Chief Executive Officer must have sufficient time to ensure that
shareholders' interests are represented adequately.

Note: A director's service on multiple closed-end fund boards within a fund
complex are treated as service on a single Board for the purpose of the proxy
voting guidelines.

I.       Proposals to Restrict Supervisory Board Members Service on Multiple
         Boards (For FFT Securities)

AM policy is to vote "for" proposals to restrict a Supervisory Board Member from
serving on more than five supervisory boards.

Rationale: We consider a strong, independent and knowledgeable supervisory board
as important counter-balance to executive management to ensure that the
interests of shareholders are fully reflected by the company.

Full information should be disclosed in the annual reports and accounts to allow
all shareholders to judge the success of the supervisory board controlling their
company.

Supervisory Board Member must have sufficient time to ensure that shareholders'
interests are represented adequately.

Note: A director's service on multiple closed-end fund boards within a fund
complex are treated as service on a single Board for the purpose of the proxy
voting guidelines.

J.       Proposals to Establish Audit Committees (For FFT and U.S. Securities)
         AM policy is to vote "for" proposals that require the establishment of
         audit committees.

Rationale: The audit committee should deal with accounting and risk management
related questions, verifies the independence of the auditor with due regard to
possible conflicts of interest. It also should determine the procedure of the
audit process.


II.      Capital Structure

A.       Authorization of Additional Shares (For U.S. Securities)

AM policy is to vote "for" proposals to increase the authorization of existing
classes of stock that do not exceed a 3:1 ratio of shares authorized to shares
outstanding for a large cap company, and do not exceed a 4:1 ratio of shares
authorized to shares outstanding for a small-midcap company (companies having a
market capitalization under one billion U.S. dollars.).

Rationale: While companies need an adequate number of shares in order to carry
on business, increases requested for general financial flexibility must be
limited to protect shareholders from their potential use as an anti-takeover
device. Requested increases for specifically designated, reasonable business
purposes (stock split, merger, etc.) will be considered in light of those
purposes and the number of shares required.

B.       Authorization of "Blank Check" Preferred Stock (For U.S. Securities)

AM policy is to vote:

1.   "Against" proposals to create blank check preferred stock or to increase
     the number of authorized shares of blank check preferred stock unless the
     company expressly states that the stock will not be used for anti-takeover
     purposes and will not be issued without shareholder approval.

2.   "For" proposals mandating shareholder approval of blank check stock
     placement.

Rationale: Shareholders should be permitted to monitor the issuance of classes
of preferred stock in which the board of directors is given unfettered
discretion to set voting, dividend, conversion and other rights for the shares
issued.

C.       Stock Splits/Reverse Stock Splits

AM policy is to vote "for" stock splits if a legitimate business purpose is set
forth and the split is in the shareholders' best interests. A vote is cast "for"
a reverse stock split only if the number of shares authorized is reduced in the
same proportion as the reverse split or if the effective increase in authorized
shares (relative to outstanding shares) complies with the proxy guidelines for
common stock increases (see, Section II.A, above.)

Rationale: Generally, stock splits do not detrimentally effect shareholders.
Reverse stock splits, however, may have the same result as an increase in
authorized shares and should be analyzed accordingly.

D.       Dual Class/Supervoting Stock

AM policy is to vote "against" proposals to create or authorize additional
shares of super-voting stock or stock with unequal voting rights.

Rationale: The "one share, one vote" principal ensures that no shareholder
maintains a voting interest exceeding their equity interest in the company.

E.       Large Block Issuance (For U.S. Securities)

AM policy is to address large block issuances of stock on a case-by-case basis,
incorporating the recommendation of an independent third party proxy research
firm (currently ISS) subject to review by the GPVSC as set forth in AM's Proxy
Policies and Procedures.

Additionally, AM supports proposals requiring shareholder approval of large
block issuances.

Rationale: Stock issuances must be reviewed in light of the business
circumstances leading to the request and the potential impact on shareholder
value.

F.       Recapitalization into a Single Class of Stock

AM policy is to vote "for" recapitalization plans to provide for a single class
of common stock, provided the terms are fair, with no class of stock being
unduly disadvantaged.

Rationale: Consolidation of multiple classes of stock is a business decision
that may be left to the board and/management if there is no adverse effect on
shareholders.

G.       Share Repurchases

AM policy is to vote "for" share repurchase plans provided all shareholders are
able to participate on equal terms.

Rationale: Buybacks are generally considered beneficial to shareholders because
they tend to increase returns to the remaining shareholders.

H.       Reductions in Par Value

AM policy is to vote "for" proposals to reduce par value, provided a legitimate
business purpose is stated (e.g., the reduction of corporate tax
responsibility.)

Rationale: Usually, adjustments to par value are a routine financial decision
with no substantial impact on shareholders.


III.     Corporate Governance Issues

A.       Confidential Voting

AM policy is to vote "for" proposals to provide for confidential voting and
independent tabulation of voting results and to vote "against" proposals to
repeal such provisions.

Rationale: Confidential voting protects the privacy rights of all shareholders.
This is particularly important for employee-shareholders or shareholders with
business or other affiliations with the company, who may be vulnerable to
coercion or retaliation when opposing management. Confidential voting does not
interfere with the ability of corporations to communicate with all shareholders,
nor does it prohibit shareholders from making their views known directly to
management.

B.       Cumulative Voting (For U.S. Securities)

AM policy is to vote "against" shareholder proposals requesting cumulative
voting and "for" management proposals to eliminate it. The protections afforded
shareholders by cumulative voting are not necessary when a company has a history
of good performance and does not have a concentrated ownership interest.
Accordingly, a vote is cast "against" cumulative voting and "for" proposals to
eliminate it if:

a)       The company has a five year return on investment greater than the
         relevant industry index,

b)       All directors and executive officers as a group beneficially own less
         than 10% of the outstanding stock, and

c)       No shareholder (or voting block) beneficially owns 15% or more of the
         company.

Thus, failure of any one of the three criteria results in a vote for cumulative
voting in accordance with the general policy.

Rationale: Cumulative voting is a tool that should be used to ensure that
holders of a significant number of shares may have board representation;
however, the presence of other safeguards may make their use unnecessary.

C.       Supermajority Voting Requirements

AM policy is to vote "against" management proposals to require a supermajority
vote to amend the charter or bylaws and to vote "for" shareholder proposals to
modify or rescind existing supermajority requirements.

*Exception made when company holds a controlling position and seeks to lower
threshold to maintain control and/or make changes to corporate by-laws.

Rationale: Supermajority voting provisions violate the democratic principle that
a simple majority should carry the vote. Setting supermajority requirements may
make it difficult or impossible for shareholders to remove egregious by-law or
charter provisions. Occasionally, a company with a significant insider held
position might attempt to lower a supermajority threshold to make it easier for
management to approve provisions that may be detrimental to shareholders. In
that case, it may not be in the shareholders interests to lower the
supermajority provision.

D.       Shareholder Right to Vote

AM policy is to vote "against" proposals that restrict the right of shareholders
to call special meetings, amend the bylaws, or act by written consent. Policy is
to vote "for" proposals that remove such restrictions.

Rationale: Any reasonable means whereby shareholders can make their views known
to management or effect the governance process should be supported.


IV.      Compensation

Annual Incentive Plans or Bonus Plans are often submitted to shareholders for
approval. These plans typically award cash to executives based on company
performance. Deutsche Bank believes that the responsibility for executive
compensation decisions rest with the board of directors and/or the compensation
committee, and its policy is not to second-guess the board's award of cash
compensation amounts to executives unless a particular award or series of awards
is deemed excessive. If stock options are awarded as part of these bonus or
incentive plans, the provisions must meet Deutsche Bank's criteria regarding
stock option plans, or similar stock-based incentive compensation schemes, as
set forth below.

A.       Establishment of a Remuneration Committee (For FFT Securities)

AM policy is to vote "for" proposals that require the establishment of a
remuneration committee.

Rationale: Corporations should disclose in each annual report or proxy statement
their policies on remuneration. Essential details regarding executive
remuneration including share options, long-term incentive plans and bonuses,
should be disclosed in the annual report, so that investors can judge whether
corporate pay policies and practices meet the standard.

The remuneration committee shall not comprise any board members and should be
sensitive to the wider scene on executive pay. It should ensure that
performance-based elements of executive pay are designed to align the interests
of shareholders.

B.       Executive and Director Stock Option Plans

AM policy is to vote "for" stock option plans that meet the following criteria:

(1)      The resulting dilution of existing shares is less than (a) 15 percent
         of outstanding shares for large capital corporations or (b) 20 percent
         of outstanding shares for small-mid capital companies (companies having
         a market capitalization under one billion U.S. dollars.)

(2)      The transfer of equity resulting from granting options at less than FMV
         is no greater than 3% of the over-all market capitalization of large
         capital corporations, or 5% of market cap for small-mid capital
         companies.

(3)      The plan does not contain express repricing provisions and, in the
         absence of an express statement that options will not be repriced; the
         company does not have a history of repricing options.

(4)      The plan does not grant options on super-voting stock.

AM will support performance-based option proposals as long as a) they do not
mandate that all options granted by the company must be performance based, and
b) only certain high-level executives are subject to receive the performance
based options.

AM will support proposals to eliminate the payment of outside director pensions.

Rationale: Determining the cost to the company and to shareholders of
stock-based incentive plans raises significant issues not encountered with
cash-based compensation plans. These include the potential dilution of existing
shareholders' voting power, the transfer of equity out of the company resulting
from the grant and execution of options at less than FMV and the authority to
reprice or replace underwater options. Our stock option plan analysis model
seeks to allow reasonable levels of flexibility for a company yet still protect
shareholders from the negative impact of excessive stock compensation.
Acknowledging that small mid-capital corporations often rely more heavily on
stock option plans as their main source of executive compensation and may not be
able to compete with their large capital competitors with cash compensation, we
provide slightly more flexibility for those companies.

C.       Employee Stock Option/Purchase Plans

AM policy is to vote for employee stock purchase plans (ESPP's) when the plan
complies with Internal Revenue Code 423, allowing non-management employees to
purchase stock at 85% of FMV.

AM policy is to vote "for" employee stock option plans (ESOPs) provided they
meet the standards for stock option plans in general. However, when computing
dilution and transfer of equity, ESOPs are considered independently from
executive and director option plans.

Rationale: ESOPs and ESPP's encourage rank-and-file employees to acquire an
ownership stake in the companies they work for and have been shown to promote
employee loyalty and improve productivity.

D.       Golden Parachutes

AM policy is to vote "for" proposals to require shareholder approval of golden
parachutes and for proposals that would limit golden parachutes to no more than
three times base compensation. Policy is to vote "against" more restrictive
shareholder proposals to limit golden parachutes.

Rationale: In setting a reasonable limitation, AM considers that an effective
parachute should be less attractive than continued employment and that the IRS
has opined that amounts greater than three times annual salary, are excessive.

E.       Proposals to Limit Benefits or Executive Compensation

AM policy is to vote "against"

1.   Proposals to limit benefits, pensions or compensation and

2.   Proposals that request or require disclosure of executive compensation
     greater than the disclosure required by Securities and Exchange Commission
     (SEC) regulations.

Rationale: Levels of compensation and benefits are generally considered to be
day-to-day operations of the company, and are best left unrestricted by
arbitrary limitations proposed by shareholders.

F.       Option Expensing

AM policy is to support proposals requesting companies to expense stock options.

Rationale: Although companies can choose to expense options voluntarily, the
Financial Accounting Standards Board (FASB) does not yet require it, instead
allowing companies to disclose the theoretical value of options as a footnote.
Because the expensing of stock options lowers earnings, most companies elect not
to do so. Given the fact that options have become an integral component of
compensation and their exercise results in a transfer of shareholder value, AM
agrees that their value should not be ignored and treated as "no cost"
compensation. The expensing of stock options would promote more modest and
appropriate use of stock options in executive compensation plans and present a
more accurate picture of company operational earnings.

G.        Management board election and motion (For FFT Securities)

AM policy is to vote "against":

o        the election of board members with positions on either remuneration or
         audit committees;

o        the election of supervisory board members with too many supervisory
         board mandates;

o        "automatic" election of former board members into the supervisory
         board.

Rationale: Management as an entity, and each of its members, are responsible for
all actions of the company, and are - subject to applicable laws and regulations
- accountable to the shareholders as a whole for their actions.

Sufficient information should be disclosed in the annual company report and
account to allow shareholders to judge the success of the company.

H.       Remuneration (variable pay): (For FFT Securities)

Executive remuneration for Management Board

AM policy is to vote "for" remuneration for Management Board that is transparent
and linked to results.

Rationale: Executive compensation should motivate management and align the
interests of management with the shareholders. The focus should be on criteria
that prevent excessive remuneration; but enable the company to hire and retain
first-class professionals.

Shareholder interests are normally best served when management is remunerated to
optimise long-term returns. Criteria should include suitable measurements like
return on capital employed or economic value added.

Interests should generally also be correctly aligned when management own shares
in the company - even more so if these shares represent a substantial portion of
their own wealth.

Its disclosure shall differentiate between fixed pay, variable (performance
related) pay and long-term incentives, including stock option plans with
valuation ranges as well as pension and any other significant arrangements.

Executive remuneration for Supervisory Board

AM policy is to vote "for" remuneration for Supervisory Board that is at least
50% in fixed form.

Rationale: It would normally be preferable if performance linked compensation
were not based on dividend payments, but linked to suitable result based
parameters. Consulting and procurement services should also be published in the
company report.

I.       Long-term incentive plans (For FFT Securities)

AM policy is to vote "for" long-term incentive plans for members of a management
board that reward for above average company performance.

Rationale: Incentive plans will normally be supported if they:

o        directly align the interests of members of management boards with those
         of shareholders;

o        establish challenging performance criteria to reward only above average
         performance;

o        measure performance by total shareholder return in relation to the
         market or a range of comparable companies;

o        are long-term in nature and encourage long-term ownership of the shares
         once exercised through minimum holding periods;

o        do not allow a repricing of the exercise price in stock option plans.

J.       Shareholder Proposals Concerning "Pay for Superior Performance"

AM policy is to address pay for superior performance proposals on a case-by-case
basis, incorporating the recommendation of an independent third party proxy
research firm (currently ISS) subject to review by the GPVSC as set forth in
AM's Proxy Policies and Procedures.

Rationale: While AM agrees that compensation issues are better left to the
discretion of management, they appreciate the need to monitor for excessive
compensation practices on a case by case basis. If, after a review of the ISS
metrics, AM is comfortable with ISS's applying this calculation and will vote
according to their recommendation.

K.       Executive Compensation Advisory

AM policy is to follow management's recommended vote on shareholder proposals to
propose an advisory resolution seeking to ratify the compensation of the
company's named executive officers (NEOs) on an annual basis.

Rationale: AM believes that controls exist within senior management and
corporate compensation committees, ensuring fair compensation to executives.
This might allow shareholders to require approval for all levels of management's
compensation.

V.       Anti-Takeover Related Issues

A.       Shareholder Rights Plans ("Poison Pills")

AM policy is to vote "for" proposals to require shareholder ratification of
poison pills or that request boards to redeem poison pills, and to vote
"against" the adoption of poison pills if they are submitted for shareholder
ratification.

Rationale: Poison pills are the most prevalent form of corporate takeover
defenses and can be (and usually are) adopted without shareholder review or
consent. The potential cost of poison pills to shareholders during an attempted
takeover outweighs the benefits.

B.       Reincorporation

AM policy is to examine reincorporation proposals on a case-by-case basis. The
voting decision is based on: (1) differences in state law between the existing
state of incorporation and the proposed state of incorporation; and (2)
differences between the existing and the proposed charter/bylaws/articles of
incorporation and their effect on shareholder rights. If changes resulting from
the proposed reincorporation violate the corporate governance principles set
forth in these guidelines, the reincorporation will be deemed contrary to
shareholder's interests and a vote cast "against."

Rationale: Reincorporations can be properly analyzed only by looking at the
advantages and disadvantages to their shareholders. Care must be taken that
anti-takeover protection is not the sole or primary result of a proposed change.

C.       Fair-Price Proposals

AM policy is to vote "for" management fair-price proposals, provided that: (1)
the proposal applies only to two-tier offers; (2) the proposal sets an objective
fair-price test based on the highest price that the acquirer has paid for a
company's shares; (3) the supermajority requirement for bids that fail the
fair-price test is no higher than two-thirds of the outstanding shares; (4) the
proposal contains no other anti-takeover provisions or provisions that restrict
shareholders rights.

A vote is cast for shareholder proposals that would modify or repeal existing
fair-price requirements that do not meet these standards.

Rationale: While fair price provisions may be used as anti-takeover devices, if
adequate provisions are included, they provide some protection to shareholders
who have some say in their application and the ability to reject those
protections if desired.

D.       Exemption from state takeover laws

AM policy is to vote "for" shareholder proposals to opt out of state takeover
laws and to vote "against" management proposals requesting to opt out of state
takeover laws.

Rationale: Control share statutes, enacted at the state level, may harm
long-term share value by entrenching management. They also unfairly deny certain
shares their inherent voting rights.

E.       Non-financial Effects of Takeover Bids

Policy is to vote "against" shareholder proposals to require consideration of
non-financial effects of merger or acquisition proposals.

Rationale: Non-financial effects may often be subjective and are secondary to
AM's stated purpose of acting in its client's best economic interest.


VI.      Mergers & Acquisitions

Evaluation of mergers, acquisitions and other special corporate transactions
(i.e., takeovers, spin-offs, sales of assets, reorganizations, restructurings
and recapitalizations) are performed on a case-by-case basis incorporating
information from an independent proxy research source (currently ISS.)
Additional resources including portfolio management and research analysts may be
considered as set forth in AM's Policies and Procedures.


VII.     Social, Environmental & Political Issues

Social and environmental issues are becoming increasingly important to corporate
success. We incorporate social and environmental considerations into both our
investment decisions and our proxy voting decisions - particularly if the
financial performance of the company could be impacted.

With increasing frequency, shareholder proposals are submitted relating to
social and political responsibility issues. Almost universally, the company
management will recommend a vote "against" these proposals. These types of
proposals cover an extremely wide range of issues. Many of the issues tend to be
controversial and are subject to more than one reasonable, yet opposing, theory
of support. More so than with other types of proxy proposals, social and
political responsibility issues may not have a connection to the economic and
corporate governance principles effecting shareholders' interests. AM's policy
regarding social and political responsibility issues, as with any other issue,
is designed to protect our client shareholders' economic interests.

Occasionally, a distinction is made between a shareholder proposal requesting
direct action on behalf of the board and a request for a report on (or
disclosure of) some information. In order to avoid unduly burdening any company
with reporting requirements, AM's policy is to vote against shareholder
proposals that demand additional disclosure or reporting than is required by the
Securities and Exchange Commission unless it appears there is a legitimate issue
and the company has not adequately addressed shareholders' concerns.

A.       Labor & Human Rights

AM policy is to vote "against" adopting global codes of conduct or workplace
standards exceeding those mandated by law.

Rationale: Additional requirements beyond those mandated by law are deemed
unnecessary and potentially burdensome to companies

B.       Diversity & Equality

1.       AM policy is to vote "against" shareholder proposals to force equal
         employment opportunity, affirmative action or board diversity.

Rationale: Compliance with State and Federal legislation along with information
made available through filings with the EEOC provides sufficient assurance that
companies act responsibly and make information public.

2.       AM policy is also to vote "against" proposals to adopt the Mac Bride
         Principles. The Mac Bride Principles promote fair employment,
         specifically regarding religious discrimination.

Rationale: Compliance with the Fair Employment Act of 1989 makes adoption of the
Mac Bride Principles redundant. Their adoption could potentially lead to charges
of reverse discrimination.

C.       Health & Safety

1.       AM policy is to vote "against" adopting a pharmaceutical price
         restraint policy or reporting pricing policy changes.

Rationale: Pricing is an integral part of business for pharmaceutical companies
and should not be dictated by shareholders (particularly pursuant to an
arbitrary formula.) Disclosing pricing policies may also jeopardize a company's
competitive position in the marketplace.

2.       AM policy is to vote "against" shareholder proposals to control the use
         or labeling of and reporting on genetically engineered products.

Rationale: Additional requirements beyond those mandated by law are deemed
unnecessary and potentially burdensome to companies.

D.       Government/Military

1.       AM policy is to vote against shareholder proposals regarding the
         production or sale of military arms or nuclear or space-based weapons,
         including proposals seeking to dictate a company's interaction with a
         particular foreign country or agency.

Rationale: Generally, management is in a better position to determine what
products or industries a company can and should participate in. Regulation of
the production or distribution of military supplies is, or should be, a matter
of government policy.

2.       AM policy is to vote "against" shareholder proposals regarding
         political contributions and donations.

Rationale: The Board of Directors and Management, not shareholders, should
evaluate and determine the recipients of any contributions made by the company.

3.       AM policy is to vote "against" shareholder proposals regarding
         charitable contributions and donations.

Rationale: The Board of Directors and Management, not shareholders, should
evaluate and determine the recipients of any contributions made by the company.

E.       Tobacco

1.       AM policy is to vote "against" shareholder proposals requesting
         additional standards or reporting requirements for tobacco companies as
         well as "against" requesting companies to report on the intentional
         manipulation of nicotine content.

Rationale: Where a tobacco company's actions meet the requirements of legal and
industry standards, imposing additional burdens may detrimentally effect a
company's ability to compete. The disclosure of nicotine content information
could affect the company's rights in any pending or future litigation.

2.       Shareholder requests to spin-off or restructure tobacco businesses will
         be opposed.

Rationale: These decisions are more appropriately left to the Board and
management, and not to shareholder mandate.


VIII.    Environmental Issues

AM policy is to follow management's recommended vote on CERES Principles or
other similar environmental mandates (e.g., those relating to Greenhouse gas
emissions or the use of nuclear power).

Rationale: Environmental issues are extensively regulated by outside agencies
and compliance with additional requirements often involves significant cost to
companies.


IX.      Miscellaneous Items

A.       Ratification of Auditors

AM policy is to vote "for" a) the management recommended selection of auditors
and b) proposals to require shareholder approval of auditors.

Rationale: Absent evidence that auditors have not performed their duties
adequately, support for management's nomination is warranted.

B.       Limitation of non-audit services provided by independent auditor

AM policy is to support proposals limiting non-audit fees to 50% of the
aggregate annual fees earned by the firm retained as a company's independent
auditor.

Rationale: In the wake of financial reporting problems and alleged audit
failures at a number of companies, AM supports the general principle that
companies should retain separate firms for audit and consulting services to
avoid potential conflicts of interest. However, given the protections afforded
by the recently enacted Sarbanes-Oxley Act of 2002 (which requires Audit
Committee pre-approval for non-audit services and prohibits auditors from
providing specific types of services), and the fact that some non-audit services
are legitimate audit-related services, complete separation of audit and
consulting fees may not be warranted. A reasonable limitation is appropriate to
help ensure auditor independence and it is reasonable to expect that audit fees
exceed non-audit fees.

C.       Audit firm rotation

AM policy is to support proposals seeking audit firm rotation unless the
rotation period sought is less than five years.

Rationale: While the Sarbanes-Oxley Act mandates that the lead audit partner be
switched every five years, AM believes that rotation of the actual audit firm
would provide an even stronger system of checks and balances on the audit
function.

D.       Transaction of Other Business

AM policy is to vote against "transaction of other business" proposals.

Rationale: This is a routine item to allow shareholders to raise other issues
and discuss them at the meeting. As the nature of these issues may not be
disclosed prior to the meeting, we recommend a vote against these proposals.
This protects shareholders voting by proxy (and not physically present at a
meeting) from having action taken at the meeting that they did not receive
proper notification of or sufficient opportunity to consider.

E.       Motions to Adjourn the Meeting

AM Policy is to vote against proposals to adjourn the meeting.

Rationale: Management may seek authority to adjourn the meeting if a favorable
outcome is not secured. Shareholders should already have had enough information
to make a decision. Once votes have been cast, there is no justification for
management to continue spending time and money to press shareholders for
support.

F.       Bundled Proposals

AM policy is to vote against bundled proposals if any bundled issue would
require a vote against it if proposed individually.

Rationale: Shareholders should not be forced to "take the good with the bad" in
cases where the proposals could reasonably have been submitted separately.

G.       Change of Company Name

AM policy is to support management on proposals to change the company name.

Rationale: This is generally considered a business decision for a company.

H.       Proposals Related to the Annual Meeting

AM Policy is to vote in favor of management for proposals related to the conduct
of the annual meeting (meeting time, place, etc.)

Rationale: These are considered routine administrative proposals.

I.       Reimbursement of Expenses Incurred from Candidate Nomination

AM policy is to follow management's recommended vote on shareholder proposals
related to the amending of company bylaws to provide for the reimbursement of
reasonable expenses incurred in connection with nominating one or more
candidates in a contested election of directors to the corporation's board of
directors.

Rationale: Corporations should not be liable for costs associated with
shareholder proposals for directors.

J.       Investment Company Proxies

Proxies solicited by investment companies are voted in accordance with the
recommendations of an independent third party, currently ISS. However, regarding
investment companies for which AM or an affiliate serves as investment adviser
or principal underwriter, such proxies are voted in the same proportion as the
vote of all other shareholders. Proxies solicited by master funds from feeder
funds will be voted in accordance with applicable provisions of Section 12 of
the Investment Company Act of 1940.

Investment companies, particularly closed-end investment companies, are
different from traditional operating companies. These differences may call for
differences in voting positions on the same matter. For example, AM could vote
"for" staggered boards of closed-end investment companies, although AM generally
votes "against" staggered boards for operating companies. Further, the manner in
which AM votes investment company proxies may differ from proposals for which a
AM-advised investment company solicits proxies from its shareholders. As
reflected in the Guidelines, proxies solicited by closed-end (and open-end)
investment companies are voted in accordance with the pre-determined guidelines
of an independent third-party.

Subject to participation agreements with certain Exchange Traded Funds ("ETF")
issuers that have received exemptive orders from the U.S. Securities and
Exchange Commission allowing investing DWS funds to exceed the limits set forth
in Section 12(d)(1)(A) and (B) of the Investment Company Act of 1940, DeAM will
echo vote proxies for ETFs in which Deutsche Bank holds more than 25% of
outstanding voting shares globally when required to do so by participation
agreements and SEC orders.

Note: With respect to the QP Trust (not registered under the Investment Company
Act of 1940), the Fund is not required to engage in echo voting and the
investment adviser will use these Guidelines, and may determine, with respect to
the QP Trust, to vote contrary to the positions in the Guidelines, consistent
with the Fund's best interest.


K.       International Proxy Voting

The above guidelines pertain to issuers organized in the United States, Canada
and Germany. Proxies solicited by other issuers are voted in accordance with
international guidelines or the recommendation of ISS and in accordance with
applicable law and regulation.










                      APPENDIX B -- RATINGS OF INVESTMENTS

                            COMMERCIAL PAPER RATINGS

A-1, A-2, Prime-1, Prime-2 and F1, F2

The ratings A-1 and A-2 are the two highest commercial paper ratings assigned by
Standard & Poor's. A short-term obligation rated 'A-1' is rated in the highest
category by Standard & Poor's. The obligor's 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 short-term obligation rated 'A-2' is 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.

The ratings Prime-1 and Prime-2 are the two highest commercial paper ratings
assigned by Moody's Investors Service, Inc. Among the factors considered by them
in assigning ratings are the following: (1) evaluation of the management of the
issuer; (2) economic evaluation of the issuer's industry or industries and an
appraisal of speculative-type risks which may be inherent in certain areas; (3)
evaluation of the issuer's products in relation to competition and customer
acceptance; (4) liquidity; (5) amount and quality of long-term debt; (6) trend
of earnings over a period of ten years; (7) financial strength of a parent
company and the relationships which exist with the issuer; and (8) recognition
by the management of obligations which may be present or may arise as a result
of public interest questions and preparations to meet such obligations. Relative
strength or weakness of the above factors determines whether the issuer's
commercial paper is rated Prime-1 or Prime-2..

The ratings F1 and F2 are the two highest commercial paper ratings assigned by
Fitch Ratings. F1 reflects highest credit quality. F1 indicates the strongest
capacity for timely payment of financial commitments; and may have an added "+"
to denote any exceptionally strong credit feature. F2 reflects good credit
quality. F2 has a satisfactory capacity for timely payment of financial
commitments, but the margin of safety is not as great as in the case of higher
ratings.

MIG-1 and MIG-2 Municipal Notes

Moody's Investors Service, Inc.'s ratings for state and municipal notes and
other short-term loans will be designated Moody's Investment Grade (MIG). This
distinction is in recognition of the differences between short-term credit risk
and long-term risk. Factors affecting the liquidity of the borrower are
uppermost in importance in short-term borrowing, while various factors of the
first importance in bond risk are of lesser importance in the short run. Loans
designated MIG-1 are of 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. Loans designated
MIG-2 are of high quality, with margins of protection ample although not so
large as in the preceding group.

STANDARD & POOR'S BOND RATINGS

AAA. This is the highest rating assigned to a debt obligation and indicates an
extremely strong capacity to pay principal and interest.

AA. Bonds rated AA also qualify as high-quality debt obligations. Capacity to
pay principal and interest is very strong, and in the majority of instances they
differ from AAA issues only in small degree.

MOODY'S INVESTORS SERVICE, INC. BOND RATINGS

Aaa. Bonds which are 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.


<PAGE>












                              INVESTORS CASH TRUST

                               Treasury Portfolio
                                Investment Class


                               CASH ACCOUNT TRUST

                              Tax-Exempt Portfolio
                            Tax-Free Investment Class














                       STATEMENT OF ADDITIONAL INFORMATION

                                 August 1, 2009

This combined Statement of Additional Information ("SAI") is not a prospectus
and should be read in conjunction with the prospectuses for the Investment Class
shares of the Treasury Portfolio, a series of Investors Cash Trust, and the
Tax-Free Investment Class shares of the Tax-Exempt Portfolio, a series of Cash
Account Trust, each dated August 1, 2009, as amended from time to time, copies
of which may be obtained without charge by calling (800) 231-8568, through the
DWS Investments Web site at www.dws-investments.com or from the firm from which
this SAI was obtained and are available along with other materials on the
Securities and Exchange Commission's Internet Web site (http://www.sec.gov).

Portions of the Annual Report to Shareholders of Treasury Portfolio for
Investment Class and Tax-Exempt Portfolio for Tax-Free Investment Class (as
defined herein), dated April 30, 2009 for Tax Exempt Portfolio and March 31,
2009 for Treasury Portfolio, are incorporated by reference and are hereby deemed
to be part of this SAI. A copy of an Annual Report may be obtained free of
charge by calling (800) 231-8568. This SAI is incorporated by reference into the
prospectuses.


                                TABLE OF CONTENTS

                                                                          Page
                                                                          ----

INVESTMENT RESTRICTIONS.....................................................2

INVESTMENT POLICIES AND TECHNIQUES..........................................3
   Investment Techniques....................................................5
   Portfolio Holdings......................................................14

MANAGEMENT OF THE PORTFOLIOS...............................................15
   Investment Advisor......................................................15

PORTFOLIO SERVICE PROVIDERS................................................21
   Administrator...........................................................21
   Distributor...............................................................22
   Custodian...............................................................23
   Transfer Agent and Shareholder Service Agent............................23
   Legal Counsel...........................................................24
   Independent Registered Public Accounting Firm...........................25
   Fund Accounting Agent...................................................25

PORTFOLIO TRANSACTIONS.....................................................25

PURCHASE AND REDEMPTION OF SHARES..........................................27

DIVIDENDS..................................................................42

TAXES......................................................................43

NET ASSET VALUE............................................................44

BOARD MEMBERS AND OFFICERS.................................................45

TRUST ORGANIZATION.........................................................67

PROXY VOTING GUIDELINES....................................................70

FINANCIAL STATEMENTS.......................................................71

ADDITIONAL INFORMATION.....................................................71

APPENDIX A -- PROXY VOTING GUIDELINES.......................................72

APPENDIX B -- RATINGS OF INVESTMENTS........................................97

This combined SAI contains information about the following two classes of
shares: Investment Class shares of Treasury Portfolio and Tax-Free Investment
Class shares of Tax-Exempt Portfolio (collectively, "Investment Class").
Tax-Exempt Portfolio and Treasury Portfolio (collectively, the "Portfolios" and
each a "Portfolio") are each a series, respectively of Cash Account Trust and
Investors Cash Trust (collectively, the "Trusts" and each a "Trust").

                             INVESTMENT RESTRICTIONS

The following fundamental policies may not be changed without the approval of a
majority of the outstanding voting securities of a Portfolio which, under 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 a Portfolio are present or
represented by proxy, or (2) more than 50% of the outstanding voting securities
of a Portfolio.

Except as otherwise indicated, a Portfolio's investment objective and policies
are not fundamental and may be changed without a vote of shareholders. There can
be no assurance that a Portfolio's objective will be met.

Tax-Exempt Portfolio and Treasury Portfolio, each a series of an open-end
investment management company, have each elected to be treated as diversified,
as that term is used in the 1940 Act, and as interpreted or modified by
regulatory authority having jurisdiction from time to time.

As a matter of fundamental policy, a Portfolio may not:

(1)       Borrow money, except as permitted under the 1940 Act, as amended, 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, as
          amended, 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 a Portfolio may be 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 deal in real estate or mortgages or investments
          secured by real estate or interests therein, except that a Portfolio
          reserves freedom of action to hold and to sell real estate acquired as
          a result of a Portfolio's ownership of securities.

(5)       Purchase or sell commodities, except as permitted by the 1940 Act, as
          amended, and as interpreted or modified by regulatory authority having
          jurisdiction, from time to time.

(6)       Make loans except as permitted under the 1940 Act, as amended, and as
          interpreted or modified by regulatory authority having jurisdiction,
          from time to time; or
(7)       Concentrate its investments in a particular industry (excluding US
          Government obligations for Tax-Exempt Portfolio only), as that term is
          used in the 1940 Act, as amended, and as interpreted or modified by
          regulatory authority having jurisdiction, from time to time.

Tax-Exempt Portfolio, as a nonfundamental policy that may be changed without
shareholder vote, individually may not: purchase securities of other investment
companies, except in connection with a merger, consolidation, reorganization or
acquisition of assets. In addition, the Tax-Exempt Portfolio may invest more
than 25% of its total assets in industrial development bonds.

The Treasury Portfolio, as a nonfundamental policy that may be changed without
shareholder vote, may not:

(i)  Borrow money in an amount  greater than 5% of its total assets,  except for
     temporary or emergency purposes.

(ii) Lend portfolio securities in an amount greater than 5% of its total assets.

(iii) Invest more than 10% of net assets in illiquid securities.

(iv) Invest  more  than  10%  of  total  assets  in  non-affiliated   registered
     investment companies.

The Portfolios will not purchase illiquid securities, including time deposits
and repurchase agreements maturing in more than seven days if, as a result
thereof, more than 10% of a Portfolio's net assets valued at the time of the
transaction would be invested in such securities.

Any investment restrictions herein which involve a maximum percentage of
securities or assets shall not be considered to be violated unless an excess
over the percentage occurs immediately after and is caused by an acquisition or
encumbrance of securities or assets of, or borrowings by a Portfolio.

                       INVESTMENT POLICIES AND TECHNIQUES

The Portfolios described in this SAI seek to provide maximum current income (and
for Tax-Exempt Portfolio, that is exempt from federal income taxes) consistent
with the stability of capital. Each Portfolio is managed to maintain a net asset
value of $1.00 per share.

Each Portfolio is a money market mutual fund designed to provide its
shareholders with professional management of short-term investment dollars. Each
Portfolio is designed for investors who seek maximum current income consistent
with stability of capital. Each Portfolio pools individual and institutional
investors' money that it uses to buy high quality money market instruments. Each
Trust is a series investment company that is able to provide investors with a
choice of separate investment portfolios. Cash Account Trust currently offers
three investment portfolios: Money Market Portfolio and Government & Agency
Securities Portfolio (which are not offered in this SAI) and Tax-Exempt
Portfolio. Investors Cash Trust currently offers one investment portfolio,
Treasury Portfolio. A Portfolio's investments are subject to price fluctuations
resulting from rising or declining interest rates and are subject to the ability
of the issuers of such investments to make payment at maturity. Each Portfolio
is designed for investors who want to avoid the fluctuations of principal
commonly associated with equity or long-term bond investments. There can be no
guarantee that a Portfolio will achieve its investment objective or that it will
maintain a net asset value of $1.00 per share.

Tax-Exempt Portfolio. Tax-Exempt Portfolio seeks to provide maximum current
income that is exempt from federal income taxes to the extent consistent with
stability of capital. The Portfolio pursues its investment objective primarily
through a professionally managed, diversified portfolio of short-term high
quality tax-exempt municipal obligations. Under normal circumstances, at least
80% of the Portfolio's net assets will, as a fundamental policy, be invested in
obligations issued by or on behalf of states, territories and possessions of the
United States and the District of Columbia and their political subdivisions,
agencies and instrumentalities ("Municipal Securities"), the income from which
is exempt from regular federal income tax and federal alternative minimum tax
("AMT"). In compliance with the position of the staff of the Securities and
Exchange Commission ("SEC"), the Portfolio does not consider certain "private
activity" bonds (i.e., those subject to AMT to be Municipal Securities for
purposes of the 80% limitation.

The Portfolio may purchase  securities that provide for the right to resell them
to an issuer, bank or dealer at an agreed upon price or yield within a specified
period prior to the maturity date of such securities.  Such a right to resell is
referred to as a "Standby  Commitment."  Securities  may cost more with  Standby
Commitments than without them.  Standby  Commitments will be entered into solely
to facilitate portfolio liquidity.  A Standby Commitment may be exercised before
the maturity date of the related Municipal Security if the Portfolio's  advisor,
Deutsche Investment Management Americas Inc. ("DIMA" or the "Advisor"),  revises
its  evaluation of the  creditworthiness  of the  underlying  security or of the
entity issuing the Standby  Commitment.  The Portfolio's policy is to enter into
Standby  Commitments only with issuers,  banks or dealers that are determined by
the Advisor to present minimal credit risks. If an issuer, bank or dealer should
default on its  obligation to repurchase an underlying  security,  the Portfolio
might be unable to recover all or a portion of any loss sustained from having to
sell the security elsewhere.

The Portfolio may purchase and sell Municipal Securities on a when-issued or
delayed delivery basis. A when-issued or delayed delivery transaction arises
when securities are bought or sold for future payment and delivery to secure
what is considered to be an advantageous price and yield to the Portfolio at the
time it enters into the transaction. In determining the maturity of portfolio
securities purchased on a when-issued or delayed delivery basis, the Portfolio
will consider them to have been purchased on the date when it committed itself
to the purchase.

A security purchased on a when-issued basis, like all securities held by the
Portfolio, is subject to changes in market value based upon changes in the level
of interest rates and investors' perceptions of the creditworthiness of the
issuer. Generally such securities will appreciate in value when interest rates
decline and decrease in value when interest rates rise. Therefore if, in order
to achieve higher interest income, the Portfolio remains substantially fully
invested at the same time that it has purchased securities on a when-issued
basis, there will be a greater possibility that the market value of the
Portfolio's assets will vary from $1.00 per share because the value of a
when-issued security is subject to market fluctuation and no interest accrues to
the purchaser prior to settlement of the transaction.

The Portfolio will only make commitments to purchase Municipal Securities on a
when-issued or delayed delivery basis with the intention of actually acquiring
the securities, but the Portfolio reserves the right to sell these securities
before the settlement date if deemed advisable. The sale of these securities may
result in the realization of gains that are not exempt from federal income tax.

In seeking to achieve its investment objective, the Portfolio may invest all or
any part of its assets in Municipal Securities that are industrial development
bonds. Moreover, although the Portfolio does not currently intend to do so on a
regular basis, it may invest more than 25% of its assets in Municipal Securities
that are repayable out of revenue streams generated from economically related
projects or facilities, if such investment is deemed necessary or appropriate by
the Advisor. To the extent that the Portfolio's assets are concentrated in
Municipal Securities payable from revenues on economically related projects and
facilities, the Portfolio will be subject to the risks presented by such
projects to a greater extent than it would be if the Portfolio's assets were not
so concentrated.

Temporary Defensive Position. In response to adverse political, economic or
market events, Tax-Exempt Portfolio may adopt a temporary defensive position in
which it places more than 20% of the Portfolio's assets in high quality money
market investments that are subject to federal income tax. To the extent that
the Portfolio may do so, it may not meet its goal of a high level of current
federal income tax-exempt income.

Treasury Portfolio. The Portfolio seeks to provide maximum current income
consistent with stability of capital. The Portfolio pursues its investment
objective by investing in short-term US Treasury securities and repurchase
agreements backed by US Treasury securities. All securities purchased have a
remaining maturity of 397 days or less. The timely payment of principal and
interest on these securities in the Portfolio is backed by the full faith and
credit of the US Government. The Portfolio may invest up to 10% of its total
assets in other money market mutual funds in accordance with applicable
regulations. The other money market funds in which the Portfolio may invest will
be non-affiliated funds; will be rated in the highest category by a nationally
recognized statistical rating organization; will be determined by the Advisor to
have investment objectives and policies comparable to those of the Portfolio;
and will pursue their investment objectives through investments in securities
that are substantially similar to the securities in which the Portfolio may
invest. The shares of any such money market fund in which the Portfolio may
invest would not be guaranteed by the US government, its agencies or
instrumentalities. See below for information regarding variable rate securities
and repurchase agreements.

Investment Techniques

Descriptions in this SAI of a particular investment practice or technique in
which a Portfolio may engage or a financial instrument which a Portfolio may
purchase are meant to describe the spectrum of investments that the Advisor, in
its discretion, might, but is not required to, use in managing a Portfolio's
assets. The Advisor may, in its discretion, at any time, employ such practice,
technique or instrument for one or more funds but not for all funds advised by
it. Furthermore, it is possible that certain types of financial instruments or
investment techniques described herein may not be available, permissible,
economically feasible or effective for their intended purposes in all markets.
Certain practices, techniques, or instruments may not be principal activities of
a Portfolio, but, to the extent employed, could, from time to time, have a
material impact on a Portfolio's performance.

It is possible that certain investment practices and techniques described below
may not be permissible for a Portfolio based on its investment restrictions, as
described herein and in the applicable prospectus of a Portfolio.

Bank and Savings and Loan Obligations. These obligations include negotiable
certificates of deposit, bankers' acceptances, deposit notes, fixed time
deposits or other short-term bank obligations. Certificates of deposit are
negotiable certificates evidencing the obligations of a bank to repay funds
deposited with it for a specified period of time. A Portfolio may invest in
certificates of deposit of large domestic banks and their foreign branches,
large US regulated subsidiaries of large foreign banks, and of smaller banks as
described below. Although a Portfolio recognizes that the size of a bank is
important, this fact alone is not necessarily indicative of its
creditworthiness. Investment in certificates of deposit issued by foreign
branches of domestic banks involves investment risks that are different in some
respects from those associated with investment in certificates of deposit issued
by domestic branches of domestic banks, including the possible imposition of
withholding taxes on interest income, the possible adoption of foreign
governmental restrictions which might adversely affect the payment of principal
and interest on such certificates of deposit, or other adverse political or
economic developments. In addition, it might be more difficult to obtain and
enforce a judgment against a foreign branch of a domestic bank.

A Portfolio may also invest in certificates of deposit issued by banks and
savings and loan institutions which had, at the time of their most recent annual
financial statements, total assets of less than $1 billion, provided that (i)
the principal amounts of such certificates of deposit are insured by an agency
of the US Government, (ii) at no time will a Portfolio hold more than $100,000
principal amount of certificates of deposit of any one such bank, and (iii) at
the time of acquisition, no more than 10% of a Portfolio's assets (taken at
current value) are invested in certificates of deposit of such banks having
total assets not in excess of $1 billion.

Banker's acceptances are credit instruments evidencing the obligations of a bank
to pay a draft drawn on it by a customer. These instruments reflect the
obligation both of the bank and of the drawer to pay the face amount of the
instrument upon maturity.

Time deposits are non-negotiable deposits maintained in a banking institution
for a specified period of time at a stated interest rate. Time deposits which
may be held by a Portfolio will not benefit from insurance from the Bank
Insurance Fund or the Savings Association Insurance Fund administered by the
Federal Deposit Insurance Corporation. Fixed time deposits may be withdrawn on
demand by the investor, but may be subject to early withdrawal penalties that
vary with market conditions and the remaining maturity of the obligation. Fixed
time deposits subject to withdrawal penalties maturing in more than seven
calendar days are subject to a Portfolio's limitation on investments in illiquid
securities.

Certificates of Participation. A Portfolio may purchase high quality
Certificates of Participation in trusts that hold Municipal Securities. A
Certificate of Participation gives a Portfolio an undivided interest in the
Municipal Security in the proportion that a Portfolio's interest bears to the
total principal amount of the Municipal Security. These Certificates of
Participation may be variable rate or fixed rate. A Certificate of Participation
may be backed by an irrevocable letter of credit or guarantee of a financial
institution that satisfies rating agencies as to the credit quality of the
Municipal Security supporting the payment of principal and interest on the
Certificate of Participation. Payments of principal and interest would be
dependent upon the underlying Municipal Security and may be guaranteed under a
letter of credit to the extent of such credit. The quality rating by a rating
service of an issue of Certificates of Participation is based primarily upon the
rating of the Municipal Security held by the trust and the credit rating of the
issuer of any letter of credit and of any other guarantor providing credit
support to the issue. The Advisor considers these factors as well as others,
such as any quality ratings issued by the rating services identified above, in
reviewing the credit risk presented by a Certificate of Participation and in
determining whether the Certificate of Participation is appropriate for
investment by a Portfolio. It is anticipated by the Advisor that, for most
publicly offered Certificates of Participation, there will be a liquid secondary
market or there may be demand features enabling a Portfolio to readily sell its
Certificates of Participation prior to maturity to the issuer or a third party.
As to those instruments with demand features, a Portfolio intends to exercise
its right to demand payment from the issuer of the demand feature only upon a
default under the terms of the Municipal Security, as needed to provide
liquidity to meet redemptions, or to maintain a high quality investment
portfolio.

Illiquid Securities and Restricted Securities. A Portfolio may purchase
securities that are subject to legal or contractual restrictions on resale
("restricted securities"). Generally speaking, restricted securities may be sold
(i) only to qualified institutional buyers; (ii) in a privately negotiated
transaction to a limited number of purchasers; (iii) in limited quantities after
they have been held for a specified period of time and other conditions are met
pursuant to an exemption from registration; or (iv) in a public offering for
which a registration statement is in effect under the Securities Act of 1933, as
amended (the "1933 Act"). Issuers of restricted securities may not be subject to
the disclosure and other investor protection requirements that would be
applicable if their securities were publicly traded.

Restricted securities are often illiquid, but they may also be liquid. For
example, restricted securities that are eligible for resale under Rule 144A are
often deemed to be liquid.

A Portfolio's Board of Trustees has approved guidelines for use by the Advisor
in determining whether a security is liquid or illiquid. Among the factors the
Advisor may consider in reaching liquidity decisions relating to Rule 144A
securities are: (1) the frequency of trades and quotes for the security; (2) the
number of dealers wishing to purchase or sell the security and the number of
other potential purchasers; (3) dealer undertakings to make a market in the
security; and (4) the nature of the security and the nature of the market for
the security (i.e., the time needed to dispose of the security, the method of
soliciting offers, and the mechanics of the transfer issuers of restricted
securities may not be subject to the disclosure and other investor protection
requirements that would be applicable if their securities were publicly traded.
Where a registration statement is required for the resale of restricted
securities, a Portfolio may be required to bear all or part of the registration
expenses. A Portfolio may be deemed to be an "underwriter" for purposes of the
1933 Act, when selling restricted securities to the public and, in such event, a
Portfolio may be liable to purchasers of such securities if the registration
statement prepared by the issuer is materially inaccurate or misleading.

A Portfolio may also purchase securities that are not subject to legal or
contractual restrictions on resale, but that are deemed illiquid. Such
securities may be illiquid, for example, because there is a limited trading
market for them.

A Portfolio may be unable to sell a restricted or illiquid security. In
addition, it may be more difficult to determine a market value for restricted or
illiquid securities. Moreover, if adverse market conditions were to develop
during the period between a Portfolio's decision to sell a restricted or
illiquid security and the point at which a Portfolio is permitted or able to
sell such security, a Portfolio might obtain a price less favorable than the
price that prevailed when it decided to sell. This investment practice,
therefore, could have the effect of increasing the level of illiquidity of a
Portfolio.

Impact of Large Redemptions and Purchases of Portfolio Shares. From time to
time, shareholders of a Portfolio (which may include affiliated and/or
non-affiliated registered investment companies that invest in a Portfolio) may
make relatively large redemptions or purchases of Portfolio shares. These
transactions may cause a Portfolio 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 a Portfolio's performance to the extent that a Portfolio 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 a Portfolio's expense ratio.

Industrial Development and Pollution Control Bonds (Tax-Exempt Portfolio only).
Industrial Development and Pollution Control Bonds (which are types of private
activity bonds), although nominally issued by municipal authorities, are
generally not secured by the taxing power of the municipality but are secured by
the revenues of the authority derived from payments by the industrial user.
Under federal income tax legislation, certain types of Industrial Development
Bonds and Pollution Control Bonds may no longer be issued on a tax-exempt basis,
although previously issued bonds of these types and certain refundings of such
bonds are not affected. For the purposes of a Portfolio's investment limitation
regarding concentration of investments in any one industry, industrial
development or other private activity bonds ultimately payable by companies
within the same industry will be considered as if they were issued by issuers in
the same industry.

Interfund Borrowing and Lending Program. The Trusts, on behalf of the
Portfolios, have received exemptive relief from the SEC which permits a fund to
participate in an interfund borrowing and lending program among certain
investment companies advised by the Advisor. The interfund borrowing and lending
program allows the participating funds to borrow money from and loan money to
each other for temporary or emergency purposes. The program is subject to a
number of conditions designed to ensure fair and equitable treatment of all
participating funds, including the following: (1) no fund may borrow money
through the program unless it receives a more favorable interest rate than a
rate approximating the lowest interest rate at which bank loans would be
available to any of the participating funds under a loan agreement; and (2) no
fund may lend money through the program unless it receives a more favorable
return than that available from an investment in repurchase agreements and, to
the extent applicable, money market cash sweep arrangements. In addition, a fund
may participate in the program only if and to the extent that such participation
is consistent with the fund's investment objectives and policies (for instance,
money market funds would normally participate only as lenders and tax exempt
funds only as borrowers). Interfund loans and borrowings may extend overnight,
but could have a maximum duration of seven days. Loans may be called on one
day's notice. A Portfolio may have to borrow from a bank at a higher interest
rate if an interfund loan is called or not renewed. Any delay in repayment to a
lending fund could result in a lost investment opportunity or additional costs.
The program is subject to the oversight and periodic review of the Boards of the
participating funds. To the extent a Portfolio is actually engaged in borrowing
through the interfund lending program, a Portfolio, as a matter of
nonfundamental policy, may not borrow except in accordance with its fundamental
and nonfundamental policies.

Investment Company Securities. A Portfolio may acquire securities of other
investment companies to the extent consistent with its investment objective and
investment policies and subject to the limitations of the 1940 Act. A Portfolio
will indirectly bear its proportionate share of any management fees and other
expenses paid by such other investment companies.

Letters of Credit (Tax-Exempt Portfolio only). Municipal obligations, including
certificates of participation, commercial paper and other short-term
obligations, may be backed by an irrevocable letter of credit of a bank which
assumes the obligation for payment of principal and interest in the event of
default by the issuer. Only banks which, in the opinion of the Advisor, are of
investment quality comparable to other permitted investments of a Portfolio may
be used for letter of credit backed investments.

Maintenance of $1.00 Net Asset Value, Credit Quality and Portfolio Maturity.
Pursuant to Rule 2a-7 of the 1940 Act, a Portfolio effects sales, redemptions
and repurchases at the net asset value per share, normally $1.00. In fulfillment
of its responsibilities under that rule, a Portfolio's Board has approved
policies established by the Advisor reasonably calculated to prevent a
Portfolio's net asset value per share from deviating from $1.00 except under
unusual or extraordinary circumstances and a Portfolio's Board will periodically
review the Advisor's operations under such policies at regularly scheduled Board
meetings. Those policies include a weekly monitoring by the Advisor of
unrealized gains and losses in a Portfolio, and when necessary, in an effort to
avoid deviation, taking corrective action, such as adjusting the maturity of a
Portfolio, or, if possible, realizing gains or losses to offset in part
unrealized losses or gains. The result of those policies may be that the yield
on shares of a Portfolio will be lower than would be the case if the policies
were not in effect. Such policies also provide for certain action to be taken
with respect to portfolio securities which experience a downgrade in rating or
suffer a default.

Securities eligible for investment by a Portfolio are those securities which are
generally rated (or issued by an issuer with comparable securities rated) in one
of the two highest short-term rating categories by at least two rating services
(or by one rating service, if no other rating agency has issued a rating with
respect to that security); 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. A Portfolio will not invest more than 5% of its total assets in the
securities of a single issuer, other than the US Government. A Portfolio may,
however, invest more than 5% of its total assets in the first tier securities
(as defined in Rule 2a-7) of a single issuer for a period of up to three
business days after purchase, although a Portfolio may not make more than one
such investment at any time during such period. A Portfolio may not invest more
than 5% of its total assets in securities which were second tier securities (as
defined in Rule 2a-7) when acquired by a Portfolio. Further, a Portfolio may not
invest more than the greater of (1) 1% of its total assets, or (2) one million
dollars, in the securities of a single issuer which were second tier securities
(as defined in Rule 2a-7) when acquired by a Portfolio. For a description of
these ratings, see "Appendix B -- Ratings of Investments" in this SAI.

The assets of a Portfolio consist entirely of cash items and investments having
an effective maturity date of 397 calendar days (approximately 13 months) or
less from the date of purchase (including investment in repurchase agreements,
in which case maturity is measured by the repurchase date, without respect to
the maturity of the underlying obligation). The term "Government & Agency
Securities," as used herein, means securities issued or guaranteed as to
principal or interest by the US Government, its agencies or instrumentalities. A
Portfolio will be managed so that the average maturity of all instruments (on a
dollar-weighted basis) will be 90 days or less. The average maturity of a
Portfolio will vary according to the management's appraisal of money market
conditions. A Portfolio will invest only in securities determined by the
Advisor, pursuant to procedures adopted by the Board, to be of high quality with
minimal credit risks.

Municipal Lease Obligations and Participation Interests (Tax-Exempt Portfolio
only). Participation interests represent undivided interests in municipal
leases, installment purchase contracts, conditional sales contracts or other
instruments. These are typically issued by a trust or other entity which has
received an assignment of the payments to be made by the state or political
subdivision under such leases or contracts. They may be variable rate or fixed
rate.

A Portfolio may purchase from banks participation interests in all or part of
specific holdings of municipal obligations, provided the participation interest
is fully insured. Each participation is backed by an irrevocable letter of
credit or guarantee of the selling bank that the Advisor has determined meets
the prescribed quality standards of a Portfolio . Therefore, either the credit
of the issuer of the municipal obligation or the selling bank, or both, will
meet the quality standards of the particular fund. A Portfolio has the right to
sell the participation back to the bank after seven days' notice for the full
principal amount of a Portfolio's interest in the municipal obligation plus
accrued interest, but only (i) as required to provide liquidity to a Portfolio,
(ii) to maintain a high quality investment portfolio or (iii) upon a default
under the terms of the municipal obligation. The selling bank will receive a fee
from a Portfolio in connection with the arrangement. A Portfolio will not
purchase participation interests unless in the opinion of bond counsel, counsel
for the issuers of such participations or counsel selected by the Advisor, the
interest from such participations is exempt from regular federal income tax for
a Portfolio.

A municipal lease obligation may take the form of a lease, installment purchase
contract or conditional sales contract which is issued by a state or local
government and authorities to acquire land, equipment and facilities. Income
from such obligations is generally exempt from state and local taxes in the
state of issuance. Municipal lease obligations frequently involve special risks
not normally associated with general obligations or revenue bonds. Leases and
installment purchase or conditional sale contracts (which normally provide for
title in the leased asset to pass eventually to the governmental issuer) have
evolved as a means for governmental issuers to acquire property and equipment
without meeting the constitutional and statutory requirements for the issuance
of debt. The debt issuance limitations are deemed to be inapplicable because of
the inclusion in many leases or contracts of "non-appropriation" clauses that
relieve the governmental issuer of any obligation to make future payments under
the lease or contract unless money is appropriated for such purpose by the
appropriate legislative body on a yearly or other periodic basis. In addition,
such leases or contracts may be subject to the temporary abatement of payments
in the event the issuer is prevented from maintaining occupancy of the leased
premises or utilizing the leased equipment. Although the obligations may be
secured by the leased equipment or facilities, the disposition of the property
in the event of nonappropriation or foreclosure might prove difficult, time
consuming and costly, and result in a delay in recovery or the failure to fully
recover a Portfolio's original investment. A Portfolio may also invest in a
municipal lease obligation by purchasing a participation interest in a municipal
lease obligation.

Certain municipal lease obligations and participation interests may be deemed
illiquid for the purpose of a Portfolio's limitation on investments in illiquid
securities. Other municipal lease obligations and participation interests
acquired by a Portfolio may be determined by the Advisor to be liquid securities
for the purpose of such limitation. In determining the liquidity of municipal
lease obligations and participation interests, the Advisor will consider a
variety of factors including: (1) the willingness of dealers to bid for the
security; (2) the number of dealers willing to purchase or sell the obligation
and the number of other potential buyers; (3) the frequency of trades or quotes
for the obligation; and (4) the nature of the marketplace trades. In addition,
the Advisor will consider factors unique to particular lease obligations and
participation interests affecting the marketability thereof. These include the
general creditworthiness of the issuer, the importance to the issuer of the
property covered by the lease and the likelihood that the marketability of the
obligation will be maintained throughout the time the obligation is held by a
Portfolio.

A Portfolio may purchase participation interests in municipal lease obligations
held by a commercial bank or other financial institution. Such participations
provide a Portfolio with the right to a pro rata undivided interest in the
underlying municipal lease obligations. In addition, such participations
generally provide a Portfolio with the right to demand payment, on not more than
seven days' notice, of all or any part of such Portfolio's participation
interest in the underlying municipal lease obligation, plus accrued interest.

Municipal Securities (Tax-Exempt Portfolio only). Certain Municipal Securities,
such as industrial development bonds, are issued by or on behalf of public
authorities to obtain funds for purposes including privately operated airports,
housing, conventions, trade shows, ports, sports, parking or pollution control
facilities or for facilities for water, gas, electricity or sewage and solid
waste disposal. Such obligations, which may include lease arrangements, are
included within the term Municipal Securities if the interest paid thereon is
exempt from federal income tax. Other types of industrial development bonds, the
proceeds of which are used for the construction, equipment, repair or
improvement of privately operated industrial or commercial facilities, may
constitute Municipal Securities, although current federal tax laws place
substantial limitations on the size of such issues.

Municipal Securities which a Portfolio may purchase include, without limitation,
debt obligations issued to obtain funds for various public purposes, including
the construction of a wide range of public facilities such as airports, bridges,
highways, housing, hospitals, mass transportation, public utilities, schools,
streets, and water and sewer works. Other public purposes for which Municipal
Securities may be issued include refunding outstanding obligations, obtaining
funds for general operating expenses and obtaining funds to loan to other public
institutions and facilities.

Tax anticipation notes typically are sold to finance working capital needs of
municipalities in anticipation of receiving property taxes on a future date.
Bond anticipation notes are sold on an interim basis in anticipation of a
municipality issuing a longer-term bond in the future. Revenue anticipation
notes are issued in expectation of receipt of other types of revenue such as
those available under the Federal Revenue Sharing Program. Construction loan
notes are instruments insured by the Federal Housing Administration with
permanent financing by Fannie Mae or "Ginnie Mae" (the Government National
Mortgage Association) at the end of the project construction period.
Pre-refunded municipal bonds are bonds which are not yet refundable, but for
which securities have been placed in escrow to refund an original municipal bond
issue when it becomes refundable. Tax-free commercial paper is an unsecured
promissory obligation issued or guaranteed by a municipal issuer. A Portfolio
may purchase other Municipal Securities similar to the foregoing, which are or
may become available, including securities issued to pre-refund other
outstanding obligations of municipal issuers.

A Portfolio will invest in Municipal Securities that at the time of purchase:
(a) are rated within the two highest ratings for Municipal Securities assigned
by Moody's (Aaa or Aa) or assigned by S&P (AAA or AA); (b) are guaranteed or
insured by the US Government as to the payment of principal and interest; (c)
are fully collateralized by an escrow of US Government securities acceptable to
a Portfolio's Advisor; (d) have at the time of purchase Moody's short-term
Municipal Securities rating of MIG-2 or higher or a municipal commercial paper
rating of P-2 or higher, or S&P's municipal commercial paper rating of A-2 or
higher; (e) are unrated, if longer term Municipal Securities of that issuer are
rated within the two highest rating categories by Moody's or S&P; or (f) are
determined to be at least equal in quality to one or more of the above ratings
in the discretion of a Portfolio's Advisor. See "Appendix B" for a more detailed
discussion of the Moody's and S&P ratings outlined above. In addition, a
Portfolio limits its investments to securities that meet the quality
requirements of Rule 2a-7 under the 1940 Act. See "Net Asset Value."

Dividends representing net tax-exempt interest income received by Tax-Exempt
Portfolio on Municipal Securities may be exempt from regular federal income tax
when distributed to the Portfolio's shareholders. Please refer to the section in
this SAI entitled "Taxes" for more information concerning the federal income tax
treatment of dividends representing net tax-exempt interest income received by
Tax-Exempt Portfolio on Municipal Securities. Such dividend income may be
subject to state and local taxes. Tax-Exempt Portfolio's assets will consist of
Municipal Securities, taxable temporary investments as described below and cash.
A Portfolio considers short-term Municipal Securities to be those that have a
remaining maturity of 397 calendar days (approximately 13 months or less) or
less. Examples of Municipal Securities that are issued with original maturities
of one year or less are short-term tax anticipation notes, bond anticipation
notes, revenue anticipation notes, construction loan notes, pre-refunded
municipal bonds, warrants and tax-free commercial paper.

Municipal Securities generally are classified as "general obligation" or
"revenue" issues. General obligation bonds are secured by the issuer's pledge of
its full credit and taxing power for the payment of principal and interest.
Revenue bonds are payable only from the revenues derived from a particular
facility or class of facilities or, in some cases, from the proceeds of a
special excise tax or other specific revenue source such as the user of the
facility being financed. Industrial development bonds held by a Portfolio are in
most cases revenue bonds and generally are not payable from the unrestricted
revenues of the issuer, and do not constitute the pledge of the credit of the
issuer of such bonds. Among other types of instruments, a Portfolio may purchase
tax-exempt commercial paper, warrants and short-term municipal notes such as tax
anticipation notes, bond anticipation notes, revenue anticipation notes,
construction loan notes and other forms of short-term loans. Such notes are
issued with a short-term maturity in anticipation of the receipt of tax
payments, the proceeds of bond placements or other revenues. A Portfolio may
invest in short-term "private activity" bonds.

The federal bankruptcy statutes relating to the adjustments of debts of
political subdivisions and authorities of states of the United States provide
that, in certain circumstances, such subdivisions or authorities may be
authorized to initiate bankruptcy proceedings without prior notice to or consent
of creditors, which proceedings could result in material adverse changes in the
rights of holders of obligations issued by such subdivisions or authorities.

Litigation challenging the validity under state constitutions of present systems
of financing public education has been initiated or adjudicated in a number of
states and legislation has been introduced to effect changes in public school
finances in some states. In other instances, there has been litigation
challenging the issuance of pollution control revenue bonds or the validity of
their issuance under state or federal law that ultimately could affect the
validity of those Municipal Securities or the federal income tax-free nature of
the interest thereon.
Municipal Trust Receipts (Tax-Exempt Portfolio only). Tax-Exempt Portfolio may
invest up to 50% of its net assets in municipal trust receipts ("MTRs"). An
additional 10% of the Portfolio's net assets may also be invested in MTRs on a
temporary basis at the Advisor's discretion to manage inflows into the
Portfolio. MTRs are sometimes called municipal asset-backed securities, floating
rate trust certificates, or municipal securities trust receipts. MTRs are
typically structured by a bank, broker-dealer or other financial institution by
depositing municipal securities into a trust or partnership, coupled with a
conditional right to sell, or put, the holder's interest in the underlying
securities at par plus accrued interest to a financial institution. MTRs may be
issued as fixed or variable rate instruments. These trusts are organized so that
the purchaser of the MTR would be considered to be investing for federal income
tax purposes in the underlying municipal securities. This structure is intended
to allow the federal income tax-exempt status of interest generated by the
underlying asset to pass through to the purchaser. The Portfolio's investments
in MTRs are subject to similar risks as other investments in debt obligations,
including interest rate risk, credit risk and security selection risk.
Additionally, investments in MTRs raise certain tax issues that may not be
presented by direct investments in municipal bonds. There is some risk that
certain issues could be resolved in a manner that could adversely impact the
performance of the Portfolio. The Portfolio expects to invest in MTRs for which
a legal opinion has been given to the effect that the income from an MTR is
tax-exempt for federal income tax purposes to the same extent as the underlying
bond(s), although it is possible that the Internal Revenue Service (the "IRS")
will take a different position and there is a risk that the interest paid on
such MTRs would be deemed taxable.

Repurchase Agreements. A Portfolio may invest in repurchase agreements, which
are instruments under which a Portfolio acquires ownership of a security from a
broker-dealer or bank that agrees to repurchase the security at a mutually
agreed upon time and price (which price is higher than the purchase price),
thereby determining the yield during a Portfolio's holding period. Maturity of
the securities subject to repurchase may exceed one year. In the event of a
bankruptcy or other default of a seller of a repurchase agreement, a Portfolio
might have expenses in enforcing its rights, and could experience losses,
including a decline in the value of the underlying securities and loss of
income.

A Portfolio may enter into repurchase agreements with any member bank of the
Federal Reserve System or any domestic broker/dealer which is recognized as a
reporting government securities dealer if the creditworthiness of the bank or
broker/dealer has been determined by the Advisor to be at least as high as that
of other obligations a Portfolio may purchase or to be at least equal to that of
issuers of commercial paper rated within the two highest grades assigned by
Moody's, S&P or Fitch.

A repurchase agreement provides a means for a Portfolio to earn taxable income
on Portfolios for periods as short as overnight. It is an arrangement under
which the purchaser (i.e., a Portfolio) acquires a security ("Obligation") and
the seller agrees, at the time of sale, to repurchase the Obligation at a
specified time and price. Securities subject to a repurchase agreement are held
in a segregated account and the value of such securities kept at least equal to
the repurchase price on a daily basis. The repurchase price may be higher than
the purchase price, the difference being income to a Portfolio, or the purchase
and repurchase prices may be the same, with interest at a stated rate due to a
Portfolio together with the repurchase price on the date of repurchase. In
either case, the income to a Portfolio (which is taxable for federal income tax
purposes) is unrelated to the interest rate on the Obligation itself.
Obligations will be held by the custodian or in the Federal Reserve Book Entry
system.

It is not clear whether a court would consider the Obligation purchased by a
Portfolio subject to a repurchase agreement as being owned by that Portfolio or
as being collateral for a loan by a Portfolio to the seller. In the event of the
commencement of bankruptcy or insolvency proceedings with respect to the seller
of the Obligation before repurchase of the Obligation under a repurchase
agreement, a Portfolio may encounter delay and incur costs before being able to
sell the security. Delays may involve loss of interest or decline in price of
the Obligation. If the court characterized the transaction as a loan and a
Portfolio has not perfected an interest in the Obligation, a Portfolio may be
required to return the Obligation to the seller's estate and be treated as an
unsecured creditor of the seller. As an unsecured creditor, a Portfolio is at
risk of losing some or all of the principal and income involved in the
transaction. As with any unsecured debt obligation purchased for a Portfolio,
the Advisor seeks to minimize the risk of loss through repurchase agreements by
analyzing the creditworthiness of the obligor, in this case the seller of the
Obligation. Apart from the risk of bankruptcy or insolvency proceedings, there
is also the risk that the seller may fail to repurchase the Obligation, in which
case a Portfolio may incur a loss if the proceeds to a Portfolio of the sale to
a third party are less than the repurchase price. However, if the market value
of the Obligation subject to the repurchase agreement becomes less than the
repurchase price (including interest), a Portfolio will direct the seller of the
Obligation to deliver additional securities so that the market value of all
securities subject to the repurchase agreement will equal or exceed the
repurchase price. It is possible that a Portfolio will be unsuccessful in
seeking to enforce the seller's contractual obligation to deliver additional
securities.

Commercial Paper. Subject to its investment objectives and policies, a Portfolio
may invest in commercial paper issued by major corporations under the 1933 Act
in reliance on the exemption from registration afforded by Section 3(a)(3)
thereof. Such commercial paper may be issued only to finance current
transactions and must mature in nine months or less. Trading of such commercial
paper is conducted primarily by institutional investors through investment
dealers, and individual investor participation in the commercial paper market is
very limited. A Portfolio also may invest in commercial paper issued in reliance
on the so-called "private placement" exemption from registration afforded by
Section 4(2) of the 1933 Act ("Section 4(2) paper"). Section 4(2) paper is
restricted as to disposition under the federal securities laws, and generally is
sold to institutional investors such as a Portfolio who agrees that they are
purchasing the paper for investment and not with a view to public distribution.
Any resale by the purchaser must be in an exempt transaction. Section 4(2) paper
normally is resold to other institutional investors like a fund through or with
the assistance of the issuer or investment dealers who make a market in the
Section 4(2) paper, thus providing liquidity. The Advisor considers the legally
restricted but readily saleable Section 4(2) paper to be liquid; however,
pursuant to procedures approved by a Portfolio's Board, if a particular
investment in Section 4(2) paper is not determined to be liquid, that investment
will be included within the limitation of a Portfolio on illiquid securities.
The Advisor monitors the liquidity of its investments in Section 4(2) paper on a
continuing basis.

Securities Backed by Guarantees. A Portfolio may invest in securities backed by
guarantees from banks, insurance companies and other financial institutions. A
money market fund's ability to maintain a stable share price may depend upon
such guarantees, which are not supported by federal deposit insurance.
Consequently, changes in the credit quality of these institutions could have an
adverse impact on securities they have guaranteed or backed, which could cause
losses to a Portfolio and affect its share price.

Stand-by Commitments. A stand-by commitment is a right acquired by a Portfolio,
when it purchases a municipal obligation from a broker, dealer or other
financial institution ("seller"), to sell up to the same principal amount of
such securities back to the seller, at a Portfolio's option, at a specified
price. Stand-by commitments are also known as "puts." The exercise by a
Portfolio of a stand-by commitment is subject to the ability of the other party
to fulfill its contractual commitment.

Stand-by commitments acquired by a Portfolio may have the following features:
(1) they will be in writing and will be physically held by a Portfolio's
custodian; (2) a Portfolio's right to exercise them will be unconditional and
unqualified; (3) they will be entered into only with sellers which in the
Advisor's opinion present a minimal risk of default; (4) although stand-by
commitments will not be transferable, municipal obligations purchased subject to
such commitments may be sold to a third party at any time, even though the
commitment is outstanding; and (5) their exercise price will be (i) a
Portfolio's acquisition cost (excluding any accrued interest which a fund paid
on their acquisition), less any amortized market premium or plus any amortized
original issue discount during the period a Portfolio owned the securities, plus
(ii) all interest accrued on the securities since the last interest payment
date.

A Portfolio expects that stand-by commitments generally will be available
without the payment of any direct or indirect consideration. However, if
necessary or advisable, a Portfolio will pay for stand-by commitments, either
separately in cash or by paying a higher price for portfolio securities which
are acquired subject to the commitments.

It is difficult to evaluate the likelihood of use or the potential benefit of a
stand-by commitment. Therefore, it is expected that the Advisor will determine
that stand-by commitments ordinarily have a "fair value" of zero, regardless of
whether any direct or indirect consideration was paid. However, if the market
price of the security subject to the stand-by commitment is less than the
exercise price of the stand-by commitment, such security will ordinarily be
valued at such exercise price. Where a Portfolio has paid for a stand-by
commitment, its cost will be reflected as unrealized depreciation for the period
during which the commitment is held.

The IRS has issued a favorable revenue ruling to the effect that, under
specified circumstances, a registered investment company will be the owner of
tax-exempt municipal obligations acquired subject to a put option. The IRS has
also issued private letter rulings to certain taxpayers (which do not serve as
precedent for other taxpayers) to the effect that tax-exempt interest received
by a regulated investment company with respect to such obligations will be
tax-exempt in the hands of the company and may be distributed to its
shareholders as exempt-interest dividends. The IRS has subsequently announced
that it will not ordinarily issue advance ruling letters as to the identity of
the true owner of property in cases involving the sale of securities or
participation interests therein if the purchaser has the right to cause the
security, or the participation interest therein, to be purchased by either the
seller or a third party. A Portfolio intends to take the position that it owns
any municipal obligations acquired subject to a Stand-by commitment and that
tax-exempt interest earned with respect to such municipal obligations will be
tax-exempt in its hands. There is no assurance that the IRS will agree with such
position in any particular case.

Third Party Puts. A Portfolio may purchase long-term fixed rate bonds that have
been coupled with an option granted by a third party financial institution
allowing a Portfolio at specified intervals not exceeding 397 calendar days
(approximately 13 months) to tender (or "put") the bonds to the institution and
receive the face value thereof (plus accrued interest). These third party puts
are available in several different forms, may be represented by custodial
receipts or trust certificates and may be combined with other features such as
interest rate swaps. A Portfolio receives a short-term rate of interest (which
is periodically reset), and the interest rate differential between that rate and
the fixed rate on the bond is retained by the financial institution. The
financial institution granting the option does not provide credit enhancement,
and in the event that there is a default in the payment of principal or
interest, or downgrading of a bond or a loss of the bond's tax-exempt status,
the put option will terminate automatically, the risk to a Portfolio will be
that of holding such a long-term bond and the weighted average maturity of a
Portfolio and the Portfolio's liquidity would be adversely affected.

These bonds coupled with puts may present the same tax issues as are associated
with Stand-by commitments. As with any Stand-by commitments acquired by a
Portfolio, a Portfolio intends to take the position for federal income tax
purposes that it is the owner of any municipal obligation acquired subject to a
third-party put, and that tax-exempt interest earned with respect to such
municipal obligations will be tax-exempt in its hands. There is no assurance
that the IRS will agree with such position in any particular case. Additionally,
the federal income tax treatment of certain other aspects of these investments,
including the treatment of tender fees and swap payments, in relation to various
regulated investment company tax provisions is unclear. However, the Advisor
seeks to manage a Portfolio in a manner designed to minimize any adverse impact
from these investments.

US Government Securities. There are two broad categories of US Government debt
instruments: (a) direct obligations of the US Treasury, and (b) securities
issued or guaranteed by US Government agencies.

Examples of direct obligations of the US Treasury are Treasury bills, notes,
bonds and other debt securities issued by the US Treasury. These instruments are
backed by the "full faith and credit" of the United States. They differ
primarily in interest rates, the length of maturities and the dates of issuance.
Treasury bills have original maturities of one year or less. Treasury notes have
original maturities of one to ten years and Treasury bonds generally have
original maturities of greater than ten years.

Some agency securities are backed by the full faith and credit of the United
States (such as Maritime Administration Title XI Ship Financing Bonds and Agency
for International Development Housing Guarantee Program Bonds) and others are
backed only by the rights of the issuer to borrow from the US Treasury (such as
Federal Home Loan Bank Bonds and Federal National Mortgage Association Bonds),
while still others, such as the securities of the Federal Farm Credit Bank, are
supported only by the credit of the issuer. With respect to securities supported
only by the credit of the issuing agency or by an additional line of credit with
the US Treasury, there is no guarantee that the US Government will provide
support to such agencies and such securities may involve risk of loss of
principal and interest.

US Government securities may include "zero coupon" securities that have been
stripped by the US Government of their unmatured interest coupons and
collateralized obligations issued or guaranteed by a US Government agency or
instrumentality.

Interest rates on US Government obligations may be fixed or variable. Interest
rates on variable rate obligations are adjusted at regular intervals, at least
annually, according to a formula reflecting then current specified standard
rates, such as 91-day US Treasury bill rates. These adjustments generally tend
to reduce fluctuations in the market value of the securities.

Normally, the value of investments in US Government securities varies inversely
with changes in interest rates. For example, as interest rates rise the value of
investments in US Government securities will tend to decline, and as interest
rates fall the value of a Portfolio's investments will tend to increase. In
addition, the potential for appreciation in the event of a decline in interest
rates may be limited or negated by increased principal prepayments with respect
to certain Mortgage-Backed Securities, such as Government National Mortgage
Association ("GNMA") (also known as Ginnie Mae) Certificates. Prepayments of
high interest rate Mortgage-Backed Securities during times of declining interest
rates will tend to lower the return of a Portfolio and may even result in losses
to a Portfolio if some securities were acquired at a premium. Moreover, during
periods of rising interest rates, prepayments of Mortgage-Backed Securities may
decline, resulting in the extension of a Portfolio's average maturity. As a
result, a Portfolio's portfolio may experience greater volatility during periods
of rising interest rates than under normal market conditions.

The Federal National Mortgage Association ("FNMA") (also known as Fannie Mae)
and the Federal Home Loan Mortgage Corporation ("FHLMC") (also known as Freddie
Mac) were previously government-sponsored corporations owned entirely by private
stockholders. Both issue mortgage-related securities that contain guarantees as
to timely payment of interest and principal but that are not backed by the full
faith and credit of the US government. The value of the companies' securities
fell sharply in 2008 due to concerns that the firms did not have sufficient
capital to offset losses. In mid-2008, the US Treasury was authorized to
increase the size of home loans that FNMA and FHLMC could purchase in certain
residential areas and, until 2009, to lend FNMA and FHLMC emergency funds and to
purchase the companies' stock. In September 2008, the US Treasury announced that
FNMA and FHLMC had been placed in conservatorship by the Federal Housing Finance
Agency ("FHFA"), a newly created independent regulator. In addition to placing
the companies in conservatorship, the US Treasury announced three additional
steps that it intended to take with respect to FNMA and FHLMC. First, the US
Treasury has entered into preferred stock purchase agreements ("PSPAs") under
which, if the FHFA determines that FNMA's or FHLMC's liabilities have exceeded
its assets under generally accepted accounting principles, the US Treasury will
contribute cash capital to the company in an amount equal to the difference
between liabilities and assets. The PSPAs are designed to provide protection to
the senior and subordinated debt and the mortgage-backed securities issued by
FNMA and FHLMC. Second, the US Treasury established a new secured lending credit
facility that is available to FNMA and FHLMC until December 2009. Third, the US
Treasury initiated a temporary program to purchase FNMA and FHLMC
mortgage-backed securities, which is expected to continue until December 2009.
No assurance can be given that the US Treasury initiatives discussed above with
respect to the debt and mortgage-backed securities issued by FNMA and FHLMC will
be successful.

Variable Rate Securities. A Portfolio may invest in securities, instruments
having rates of interest that are adjusted periodically or that "float"
continuously according to formulae intended to minimize fluctuation in values of
the instruments ("Variable Rate Securities"). The interest rate of Variable Rate
Securities ordinarily is determined by reference to or is a percentage of an
objective standard such as a bank's prime rate, the 90-day US Treasury Bill
rate, or the rate of return on commercial paper or bank certificates of deposit.
Generally, the changes in the interest rate on Variable Rate Securities reduce
the fluctuation in the market value of such securities. Accordingly, as interest
rates decrease or increase, the potential for capital appreciation or
depreciation is less than for fixed-rate obligations. Some Variable Rate
Securities have a demand feature entitling the purchaser to resell the
securities at an amount approximately equal to amortized cost or the principal
amount thereof plus accrued interest ("Variable Rate Demand Securities"). As is
the case for other Variable Rate Securities, the interest rate on Variable Rate
Demand Securities varies according to some objective standard intended to
minimize fluctuation in the values of the instruments. A Portfolio determines
the maturity of Variable Rate Securities in accordance with Rule 2a-7, which
allows a Portfolio to consider certain of such instruments as having maturities
shorter than the maturity date on the face of the instrument.

Portfolio Holdings

In addition to the public disclosure of portfolio holdings through required SEC
quarterly filings, a Portfolio may make its portfolio holdings information
publicly available on the DWS Funds' Web site as described in each Portfolio's
prospectus. Each Portfolio does not disseminate non-public information about
portfolio holdings except in accordance with policies and procedures adopted by
each Portfolio.

Each Portfolio'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 each Portfolio 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 each Portfolio's procedures. This non-public
information may also be disclosed, subject to the requirements described below,
to certain third parties, such as securities lending agents, financial printers,
proxy voting firms, mutual fund analysts and rating and tracking agencies, or to
shareholders in connection with in-kind redemptions (collectively, "Authorized
Third Parties").

Prior to any disclosure of each Portfolio's non-public portfolio holdings
information to Authorized Third Parties, a person authorized by each Portfolio's
Trustees must make a good faith determination in light of the facts then known
that a Portfolio has a legitimate business purpose for providing the
information, that the disclosure is in the best interest of each Portfolio, 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 each Portfolio or
DeAM for disclosing non-public holdings information. Periodic reports regarding
these procedures will be provided to each Portfolio's Trustees.

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 each
Portfolio and information derived therefrom, including, but not limited to, how
each Portfolio'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, alpha, beta,
tracking error, default rate, portfolio turnover, and risk and style
characteristics ratings so long as the identity of each Portfolio'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
Portfolios' Trustees exercise control over such policies. In addition, separate
account clients of DeAM have access to their portfolio holdings and are not
subject to the Portfolios' 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 Portfolio.

DeAM also manages certain unregistered commingled trusts and creates model
portfolios, the portfolio holdings of which may substantially overlap with the
portfolio holdings of a fund. 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 fund 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 Portfolios' policies and procedures with respect
to the disclosure of portfolio holdings information will protect the Portfolios
from the potential misuse of portfolio holdings information by those in
possession of that information.

                          MANAGEMENT OF THE PORTFOLIOS

Investment Advisor

DIMA, which is part of Deutsche Asset Management ("DeAM"), is the investment
advisor for the Portfolios. Under the supervision of the Boards of Trustees of
the Portfolios, DIMA, with headquarters at 345 Park Avenue, New York, New York,
makes the Portfolios' investment decisions, buys and sells securities for the
Portfolios and conducts research that leads to these purchase and sale
decisions. The Advisor manages each Portfolio's daily investment and business
affairs subject to the policies established by each Trust's Board of Trustees.
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. DIMA is also responsible for selecting brokers
and dealers and for negotiating brokerage commissions and dealer charges.

DeAM 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. DeAM is a global asset management organization that offers a wide range
of investing expertise and resources, including hundreds of portfolio managers
and analysts and an office network that reaches the world's major investment
centers. This well-resourced global investment platform brings together a wide
variety of experience and investment insight, across industries, regions, asset
classes and investing styles. DIMA is an indirect, wholly owned subsidiary of
Deutsche Bank AG. Deutsche Bank AG is a major global banking institution that is
engaged in a wide range of financial services, including investment management,
mutual fund, retail, private and commercial banking, investment banking and
insurance. DWS Investments is part of Deutsche Bank's Asset Management division
and, within the US, represents the retail asset management activities of
Deutsche Bank AG, Deutsche Bank Trust Company Americas, Deutsche Investment
Management Americas Inc. and DWS Trust Company.

The Advisor 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 a Portfolio 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 a Portfolio is likely to differ from these other mutual funds in size, cash
flow pattern and tax matters. Accordingly, the holdings and performance of a
Portfolio can be expected to vary from those of these other mutual funds.

Certain investments may be appropriate for a Portfolio and also for other
clients advised by the Advisor. Investment decisions for a Portfolio 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 a Portfolio. Purchase and sale orders for a Portfolio may be combined
with those of other clients of the Advisor in the interest of achieving the most
favorable net results to a Portfolio.

The Trustees and the shareholders of Tax-Exempt Portfolio and Treasury Portfolio
approved amended and restated investment management agreements (each an "Amended
Management Agreement").

Each Amended Management Agreement continues in effect from year to year only if
its continuance is approved annually by the vote of a majority of those Trustees
who are not parties to such Amended Management Agreement or interested persons
of the Advisor or the Trust ("Independent Trustees" or "Non-interested
Trustees"), cast in person at a meeting called for the purpose of voting on such
approval, and either by a vote of the Trust's Trustees or of a majority of the
outstanding voting securities of a Portfolio.

In reviewing the terms of the Amended Management Agreements, and in discussions
with the Advisor concerning such agreements, the Trustees of each Trust who are
not "interested persons" of the Advisor are represented by independent counsel
at a Portfolio's expense.

Pursuant to each Amended Management Agreement between each of the Tax-Exempt
Portfolio and Treasury Portfolio and the Advisor, the Advisor provides
continuing investment management of a Portfolio's assets. In addition to the
investment management of a Portfolio's assets, the Advisor determines the
investments to be made for a 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 a Portfolio's policies as stated in its
prospectus and SAI, or as adopted by a Portfolio's Board. The Advisor will also
monitor, to the extent not monitored by a Portfolio's administrator or other
agent, a Portfolio's compliance with its investment and tax guidelines and other
compliance policies.

The Advisor provides assistance to a Portfolio's Board in valuing the securities
and other instruments held by a Portfolio, to the extent reasonably required by
valuation policies and procedures that may be adopted by a Portfolio.

Pursuant to each Amended Management Agreement (unless otherwise provided in the
Amended Management Agreement or as determined by a Portfolio's 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
Portfolios, including a Portfolio's share of payroll taxes, who are affiliated
persons of the Advisor.

Each Amended Management Agreement provides that a Portfolio is 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 Portfolio, the
Portfolio's custodian, or other agents of the Portfolio; taxes and governmental
fees; fees and expenses of the Portfolio'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 Portfolio; and litigation expenses and other
extraordinary expenses not incurred in the ordinary course of the Portfolio's
business.

Each Amended Management Agreement allows the Advisor to delegate any of its
duties under the Amended Management Agreement to a subadvisor, subject to a
majority vote of the Board of the Portfolios, including a majority of the
Independent Board Members, and, if required by applicable law, subject to a
majority vote of a Portfolio's shareholders.

Each Amended Management Agreement provides that the Advisor shall not be liable
for any error of judgment or mistake of law or for any loss suffered by a
Portfolio in connection with matters to which the Amended Management 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
Amended Management Agreement. The Amended Management Agreement 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 applicable Portfolio on 60
days' written notice.

For all services provided under its Amended Management Agreement, each Portfolio
pays the Advisor a fee, computed daily and paid monthly, at the annual rate as a
percentage of net assets shown below:

Portfolio                                                Management Fee Rate
---------                                                -------------------
Tax-Exempt Portfolio(1)                                0.120% to $500 million
                                                      0.100% next $500 million
                                                      0.075% next $1.0 billion
                                                      0.060% next $1.0 billion
                                                         0.050% thereafter


Treasury Portfolio                                            0.050%
(1)    The management fee is computed based on the combined average daily net
       assets of the Government & Agency Securities Portfolio, Money Market
       Portfolio and Tax-Exempt Portfolio, each a series of Cash Account Trust,
       and allocated to the Tax-Exempt Portfolio based upon its relative net
       assets.

Prior to May 1, 2008, for services and facilities furnished to the Treasury
Portfolio of Investors Cash Trust, the Portfolio paid a monthly investment
management fee of 1/12 of 0.15% of average daily net assets of the Portfolio.
The investment management fee was computed based on the average daily net assets
of the Portfolio.

Prior to June 1, 2008, for the services and facilities furnished to Tax-Exempt
Portfolio, a portfolio of Cash Account Trust, the Portfolio paid a monthly
investment management fee on a graduated basis at 1/12 of 0.22% of the first
$500 million of combined average daily net assets of such Portfolio, 0.20% of
the next $500 million, 0.175% of the next $1 billion, 0.16% of the next $1
billion and 0.15% of combined average daily net assets of such Portfolio over $3
billion. The investment management fee was computed based on average daily net
assets of Government & Agency Securities Portfolio, Money Market Portfolio and
Tax-Exempt Portfolio and allocated to Tax-Exempt Portfolio based upon its
relative net assets.

Management Fees:

Tax-Exempt Portfolio paid the Advisor fees of $2,665,307 for the fiscal year
ended April 30, 2009, $5,823,199 for the fiscal year ended April 30, 2008and
$2,136,882 (of which $22,576 was waived) for the fiscal year ended April 30,
2007.

Through March 18, 2010, the Advisor has contractually agreed to waive all or a
portion of its management fee and reimburse or pay operating expenses of the
Tax-Exempt Portfolio to the extent necessary to maintain the Tax-Exempt
Portfolio's total operating expenses for Tax-Free Investment Class at 0.72% of
average daily net assets (excluding certain expenses such as extraordinary
expenses, taxes, brokerage and interest).

The Treasury Portfolio incurred investment management fees of $2,557,778,
$2,084,142 and $109,218 for the fiscal years ended March 31, 2009, March 31,
2008 and March 31, 2007, respectively. For the fiscal year ended March 31, 2007,
the Advisor waived Treasury Portfolio's entire investment management fee.

Through September 14, 2010, the Advisor has contractually agreed to waive all or
a portion of its management fee and reimburse or pay operating expenses of the
Treasury Portfolio to the extent necessary to maintain the Treasury Portfolio's
total operating expenses for Investment Class shares at 0.67% of average daily
net assets, excluding certain expenses such as extraordinary expenses, taxes,
brokerage and interest.

The Advisor may enter into arrangements with affiliates and third-party service
providers to perform various administrative, back-office and other services
relating to client accounts. Such service providers may be located in the US or
in non-US jurisdictions.

From time to time, Deutsche Bank or an affiliate (collectively, "DB") may at its
sole discretion invest its own assets in shares of each Portfolio's
("proprietary investment") for such purposes it deems appropriate, including
investments designed to assist in the management of each Portfolio's portfolio.
Any proprietary investment may be hedged and, in that event, the return on the
proprietary investment, net of the effect of the hedge, would be expected to
differ from the return of each Portfolio. DB has no obligation to make any
proprietary investments and the amount of any proprietary investment that is
made may or may not be significant in comparison to the level of assets of each
Portfolio. In the event that a proprietary investment is made, except as
otherwise required under the Investment Company Act of 1940, DB would be
permitted to redeem the investment at such time that it deems appropriate.

Subadvisor Approval Policy. The Trustees and shareholders of Tax-Exempt
Portfolio and Treasury Portfolio approved a subadvisor policy for each of these
Portfolios (the "Subadvisor Approval Policy"). The Subadvisor Approval Policy
permits the Advisor, subject to the approval of the Board, including a majority
of the Independent Board Members, to terminate an existing subadvisor or
sub-subadvisor and hire another subadvisor or sub-subadvisor, as applicable, and
materially amend an existing subadvisory agreement or sub-subadvisory agreement
without obtaining shareholder approval. The Portfolios could not implement the
Subadvisor Approval Policy without the SEC granting the Portfolios exemptive
relief. A number of other mutual fund complexes have obtained exemptive relief
with respect to an advisor's ability to appoint, replace or amend the
subadvisory agreement with unaffiliated subadvisors and subadvisors that are
wholly owned subsidiaries of the advisor. However, exemptive relief with regard
to an advisor's ability to appoint, replace or amend the subadvisory agreement
with a subadvisor, who is affiliated with, but not a wholly owned subsidiary of,
the advisor, without shareholder approval, would be more expansive relief than
previously granted by the SEC. In addition, exemptive relief with regard to an
advisor's ability to appoint, replace or amend a sub-subadvisory agreement with
a sub-advisor, without shareholder approval, would be more expansive relief than
previously obtained by other mutual fund complexes. Accordingly, there can be no
assurance that the Portfolios' exemptive application will be granted by the SEC
or that it will be sufficiently broad to allow the Portfolios to implement the
Subadvisor Approval Policy as described above. The SEC also proposed Rule 15a-5
under the 1940 Act in October 2003 to permit the appointment and termination of
subadvisors and amendments to subadvisory agreements without shareholder
approval. No action has been taken on proposed Rule 15a-5 under the 1940 Act
since its proposal and there is no assurances that the rule will be adopted as
proposed. The Portfolios and the Advisor will be subject to the conditions
imposed by the SEC (either by an exemptive order or as part of the final rule)
whenever the Advisor acts under the Subadvisor Approval Policy, including any
shareholder notice requirements.

Code of Ethics

The Board of Trustees of each Trust has adopted a Code of Ethics pursuant to
Rule 17j-1 under the 1940 Act. Each Trust's Code of Ethics permits access
persons of the Portfolios (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
Portfolios, but requires compliance with the Code's pre-clearance requirements,
subject to certain exceptions. In addition, each Trust's Code of Ethics provides
for trading "blackout periods" that prohibit trading of personnel within periods
of trading by the Portfolios in the same security. Each Trust's 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 Portfolios' Distributor, DIDI)
have each adopted a Code of Ethics pursuant to 17j-1 under the 1940 Act (the
"Consolidated Code"). The Consolidated Code permits access persons to trade in
securities that may be purchased or held by the Portfolios 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 Portfolios 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.

Regulatory Matters and Legal Proceedings

On December 21, 2006, Deutsche Asset Management ("DeAM") settled proceedings
with the Securities and Exchange Commission ("SEC") and the New York Attorney
General on behalf of Deutsche Asset Management, Inc. ("DAMI") and DIMA, the
investment advisors to many of the DWS Investments funds, regarding allegations
of improper trading of fund shares at DeAM and at the legacy Scudder and Kemper
organizations prior to their acquisition by DeAM in April 2002. These regulators
alleged that although the prospectuses for certain funds in the regulators' view
indicated that the funds did not permit market timing, DAMI and DIMA breached
their fiduciary duty to those funds in that their efforts to limit trading
activity in the funds were not effective at certain times. The regulators also
alleged that DAMI and DIMA breached their fiduciary duty to certain funds by
entering into certain market timing arrangements with investors. These trading
arrangements originated in businesses that existed prior to the currently
constituted DeAM organization, which came together as a result of various
mergers of the legacy Scudder, Kemper and Deutsche fund groups, and all of the
arrangements were terminated prior to the start of the regulatory investigations
that began in the summer of 2003. No current DeAM employee approved these
trading arrangements. Under the terms of the settlements, DAMI and DIMA neither
admitted nor denied any wrongdoing.

The terms of the SEC settlement, which identified improper trading in the legacy
Deutsche and Kemper mutual funds only, provide for payment of disgorgement in
the amount of $17.2 million. The terms of the settlement with the New York
Attorney General provide for payment of disgorgement in the amount of $102.3
million, which is inclusive of the amount payable under the SEC settlement, plus
a civil penalty in the amount of $20 million. The total amount payable by DeAM,
approximately $122.3 million, will be distributed to shareholders of the
affected funds in accordance with a distribution plan to be developed by a
distribution consultant. The funds' investment advisors do not believe these
amounts will have a material adverse financial impact on them or materially
affect their ability to perform under their investment management agreements
with the DWS funds. The above-described amounts are not material to Deutsche
Bank, and have already been reserved.

Among the terms of the settled orders, DeAM is subject to certain undertakings
regarding the conduct of its business in the future, including formation of a
Code of Ethics Oversight Committee to oversee all matters relating to issues
arising under the advisors' Code of Ethics; establishment of an Internal
Compliance Controls Committee having overall compliance oversight responsibility
of the advisors; engagement of an Independent Compliance Consultant to conduct a
comprehensive review of the advisors' supervisory compliance and other policies
and procedures designed to prevent and detect breaches of fiduciary duty,
breaches of the Code of Ethics and federal securities law violations by the
advisors and their employees; and commencing in 2008, the advisors shall undergo
a compliance review by an independent third party.

In addition, DeAM is subject to certain further undertakings relating to the
governance of the mutual funds, including that at least 75% of the members of
the Boards of Trustees overseeing the DWS Funds continue to be independent of
DeAM; the Chairmen of the DWS Funds' Boards of Trustees continue to be
independent of DeAM; DeAM maintain existing management fee reductions for
certain funds for a period of five years and not increase management fees for
these certain funds during this period; the funds retain a senior officer (or
independent consultants, as applicable) responsible for assisting in the review
of fee arrangements and monitoring compliance by the funds and the investment
advisors with securities laws, fiduciary duties, codes of ethics and other
compliance policies, the expense of which shall be borne by DeAM; and periodic
account statements, fund prospectuses and the mutual funds' web site contain
additional disclosure and/or tools that assist investors in understanding the
fees and costs associated with an investment in the funds and the impact of fees
and expenses on fund returns.

DeAM has also settled proceedings with the Illinois Secretary of State regarding
market timing matters. The terms of the Illinois settlement provide for investor
education contributions totaling approximately $4 million and a payment in the
amount of $2 million to the Securities Audit and Enforcement Fund.

On September 28, 2006, the SEC and the National Association of Securities
Dealers ("NASD") (now known as the Financial Industry Regulatory Authority, or
"FINRA") announced final agreements in which Deutsche Investment Management
Americas Inc. ("DIMA"), Deutsche Asset Management, Inc. ("DAMI") and DWS Scudder
Distributors, Inc. (now known as DWS Investments Distributors, Inc. ("DIDI"))
settled administrative proceedings regarding disclosure of brokerage allocation
practices in connection with sales of the DWS Funds' (now known as the DWS
Investments Funds) shares during 2001-2003. The agreements with the SEC and NASD
are reflected in orders which state, among other things, that DIMA and DAMI
failed to disclose potential conflicts of interest to the funds' Boards and to
shareholders relating to DIDI's use of certain funds' brokerage commissions to
reduce revenue sharing costs to broker-dealer firms with whom it had
arrangements to market and distribute DWS Fund shares. These directed brokerage
practices were discontinued in October 2003.

Under the terms of the settlements, in which DIMA, DAMI and DIDI neither
admitted nor denied any of the regulators' findings, DIMA, DAMI and DIDI agreed
to pay disgorgement, prejudgment interest and civil penalties in the total
amount of $19.3 million. The portion of the settlements distributed to the funds
was approximately $17.8 million and was paid to the funds as prescribed by the
settlement orders based upon the amount of brokerage commissions from each fund
used to satisfy revenue sharing agreements with broker-dealers who sold fund
shares.

As part of the settlements, DIMA, DAMI and DIDI also agreed to implement certain
measures and undertakings relating to revenue sharing payments including making
additional disclosures in the funds' Prospectuses or Statements of Additional
Information, adopting or modifying relevant policies and procedures and
providing regular reporting to the fund Boards.

Additional information announced by DeAM regarding the terms of the settlements
is available at www.dws-investments.com/regulatory_settlements.

The matters alleged in the regulatory settlements described above also serve as
the general basis of a number of private class action lawsuits involving the DWS
funds. These lawsuits name as defendants various persons, including certain DWS
funds, the funds' investment advisors and their affiliates, and certain
individuals, including in some cases fund Trustees, 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.

                           PORTFOLIO SERVICE PROVIDERS

Administrator

Tax-Exempt Portfolio and Treasury Portfolio each entered into an administrative
services agreement with the Advisor (the "Administrative Services Agreement"),
pursuant to which the Advisor provides administrative services to the Portfolio
including, among others, providing the Portfolio with personnel, preparing and
making required filings on behalf of the Portfolio, maintaining books and
records for the Portfolio, and monitoring the valuation of Portfolio securities.
For all services provided under the Administrative Services Agreement, each
Portfolio pays the Advisor a fee, computed daily and paid monthly, of 0.100% of
the Portfolios' net assets. For the period May 1, 2008 through March 31, 2009,
the Advisor received an administrative services fee of $4,402,475 for Treasury
Portfolio. For the period June 1, 2008 through April 30, 2009, the Advisor
received an administrative services fee of $3,939,411 for Tax-Exempt Portfolio.

Under the Administrative Services Agreement, the Advisor is obligated on a
continuous basis to provide such administrative services as the Board of a
Portfolio reasonably deems necessary for the proper administration of the
Portfolio. The Advisor provides a Portfolio with personnel; arranges for the
preparation and filing of the Portfolio's tax returns; prepares and submits
reports and meeting materials to the Board and a Portfolio's shareholders;
prepares and files updates to a Portfolio's prospectus and statement of
additional information as well as other reports required to be filed by the SEC;
maintains a Portfolio's records; provides a 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 a Portfolio; assists in the resolution of accounting issues that
may arise with respect to a Portfolio; establishes and monitors a Portfolio's
operating expense budgets; reviews and processes a Portfolio's bills; assists in
determining the amount of dividends and distributions available be paid by a
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. The
Advisor also performs certain fund accounting services under the Administrative
Services Agreement. The Administrative Services Agreement provides that the
Advisor 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 Advisor and State Street Bank and Trust
Company ("SSB"), the Advisor has delegated certain administrative functions to
SSB. The costs and expenses of such delegation are borne by the Advisor, not by
a Portfolio.

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

Pursuant to separate underwriting and distribution services agreements (the
"Distribution Agreements"), DWS Investments Distributors, Inc. ("DIDI" or the
"Distributor"), 222 South Riverside Plaza, Chicago, Illinois 60606, an affiliate
of the Advisor, serves as distributor and principal underwriter for each Trust
to provide information and services for existing and potential shareholders. The
Distribution Agreements provide that DIDI shall appoint various firms to provide
cash management services for their customers or clients through the Trusts.

The Distribution Agreements will continue in effect from year to year so long as
such continuance is approved at least annually by a vote of the Board of
Trustees of a Trust, including the Trustees who are not interested persons of
the Trusts and who have no direct or indirect financial interest in the
Distribution Agreements. The Distribution Agreements automatically terminate in
the event of their assignment and may be terminated at any time without penalty
by a Trust or by DIDI upon 60 days' written notice. Termination of the
Distribution Agreements by a Trust may be by vote of a majority of the Board of
Trustees, or a majority of the Trustees who are not interested persons of the
Trust and who have no direct or indirect financial interest in the agreement, or
a "majority of the outstanding voting securities" of the Trust as defined under
the 1940 Act.

As principal underwriter for the Portfolios, DIDI acts as agent of each
Portfolio in the continuous sale of that Portfolio's shares. DIDI pays all its
expenses under the Distribution Agreements including, without limitation,
services fees to firms that provide services related to the Portfolios. Each
Trust pays the cost for the prospectus and shareholder reports to be set in type
and printed for existing shareholders, and DIDI pays for the printing and
distribution of copies thereof used in connection with the offering of shares to
prospective investors. DIDI also pays for supplementary sales literature and
advertising costs. DIDI receives a distribution fee under its Rule 12b-1 plan
for the Investment Class shares. (See "Rule 12b-1 Plans" below.)

Administrative services are provided to the Portfolios under separate
Administration and Shareholder Services Agreements (the "Services Agreements")
with DIDI. DIDI bears all its expenses of providing services pursuant to the
Services Agreements. The Services Agreements authorize the Portfolios to pay
DIDI an administrative service fee, payable monthly, at an annual rate of up to
0.07% of average daily net assets of the Investment Class shares of each
Portfolio.

DIDI enters into related administration services and selling group agreements
("Services Agreements") with firms to provide services for shareholders of the
Investment Class shares of each Portfolio. DIDI normally pays such firms for
services at a maximum annual rate of 0.07% of average daily net assets of those
accounts in the Investment Class shares of the Tax-Exempt Portfolio and the
Treasury Portfolio that they maintain and service. DIDI may pay such firms using
the fee that DIDI receives under the Services Agreements. DIDI also may provide
some of the services for the Investment Class shares of each Portfolio and
retain any portion of the fee under the Service Agreements to compensate itself
for such services. DIDI, in its discretion, may pay firms additional amounts in
connection with some or all of the services provided. Firms to which service
fees may be paid may include affiliates of DIDI. In addition, DIDI may from time
to time, from its own resources, pay firms additional amounts for ongoing
administrative services and assistance provided to their customers and clients
who are shareholders of the Investment Class of the Portfolios.

Rule 12b-1 Plans

Each Portfolio has adopted for the Investment Class shares a plan in accordance
with Rule 12b-1 under the 1940 Act (the "12b-1 Plans"). This rule regulates the
manner in which an investment company may, directly or indirectly, bear the
expenses of distributing shares. For its services under the Distribution
Agreements and pursuant to the 12b-1 Plans, each Portfolio pays DIDI a
distribution services fee, payable monthly, at the annual rate of 0.25% of
average daily net assets with respect to the Investment Class of each Portfolio.
Expenditures by DIDI on behalf of Investment Class of each Portfolio need not be
made on the same basis that such fees are allocated. The fees are accrued daily
as an expense of the Investment Class of the Portfolios.

The 12b-1 Plans may not be amended to increase the fee to be paid by the
Portfolios without approval by a majority of the outstanding voting securities
of the Investment Class of such Portfolio and all material amendments must in
any event be approved by the Board of Trustees in the manner described above
with respect to the continuation of the 12b-1 Plans. The 12b-1 Plans may be
terminated for the Investment Class shares of a Portfolio at any time without
penalty by a vote of the majority of the Trustees who are not interested persons
of a Trust and who have no direct or indirect financial interest in the 12b-1
Plans, or by a vote of the majority of the outstanding voting securities of the
Investment Class of that Portfolio. The Investment Class shares of the
Portfolios will vote separately with respect to 12b-1 Plans.

A portion of the aforesaid marketing, sales and operating expenses could be
considered overhead expense. In addition to the discounts or commissions
described above, DIDI will, from time to time, pay or allow additional
discounts, commissions or promotional incentives, in the form of cash or other
compensation, to firms that sell shares of the Portfolios.

During the fiscal year ended March 31, 2009, for Treasury Portfolio, Investment
Class shares paid distribution fees of $1,986,906 (of which $473,014 was waived)
and service fees of $562,382. During the fiscal year ended April 30, 2009, for
Tax-Exempt Portfolio, Tax-Free Investment Class shares paid distribution fees of
$1,597,542 (of which $118,274 was unpaid at April 30, 2009) and service fees of
$447,312 (of which $33,795 was unpaid at April 30, 2009).

Custodian

State Street Bank and Trust Company ("SSB"), Lafayette Corporate Center, 2
Avenue De Lafayette, Boston, MA 02111 (the "Custodian"), as custodian, has
custody of all securities and cash of the Trust. The Custodian attends to the
collection of principal and income, and payment for and collection of proceeds
of securities bought and sold by the Portfolios.

Transfer Agent and Shareholder Service Agent

DWS Investments Service Company ("DISC" or the "Transfer Agent"), 210 West 10th
Street, Kansas City, Missouri 64105-1614, an affiliate of the Advisor, is the
transfer agent, dividend-paying agent and shareholder service agent for all
classes of the Portfolio. The Transfer Agent receives an annual service fee for
each account of the Portfolio, based on the type of account. For open retail
accounts, the fee is a flat fee ranging from $20.99 to $24.09 per account, for
open wholesale money funds the fee is $35.55 per account, while for certain
retirement accounts serviced on the recordkeeping system of ExpertPlan, Inc.,
the fee is a flat fee up to $3.91 per account (as of February 2009, 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 Portfolio. 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
Portfolio or are paid directly by the Portfolio. Certain additional
out-of-pocket expenses, including costs of computer hardware and software, third
party record-keeping fees in excess of 0.25%, and processing of proxy
statements, may only be reimbursed by the Fund/Portfolio with the prior approval
of the Portfolio's Board.

For the fiscal year ended March 31, 2009 for Treasury Portfolio and April 30,
2009 for Tax-Exempt Portfolio, the amounts charged to the Portfolios by DISC
were as follows:


Portfolio                      Class                                  Total
---------                      -----                                  -----

Treasury Portfolio             Investment Class                       $522,649
Tax-Exempt Portfolio           Tax-Free Money Investment  Class       $661,862

For the fiscal year ended March 31, 2008 for Treasury Portfolio and April 30,
2008 for Tax-Exempt Portfolio, the amounts charged to the Portfolios by DISC
were as follows:

Portfolio                      Class                                  Total
---------                      -----                                  -----

Treasury Portfolio             Investment Class                       $434,038
Tax-Exempt Portfolio           Tax-Free Money Investment  Class       $625,011

For the fiscal year ended April 30, 2007 for Tax-Exempt Portfolio, the amounts
charged to the Portfolios by DISC were as follows:

Portfolio                      Class                                   Total
---------                      -----                                   -----

Tax-Exempt Portfolio           Tax-Free Money Investment  Class        $46,394

Pursuant to a sub-transfer agency agreement between DISC and DST Systems, Inc.
("DST"), DISC has delegated certain transfer agent, dividend paying agent and
shareholder servicing agent functions to DST. The costs and expenses of such
delegation are borne by DISC, not by the Portfolios.

Legal Counsel

Vedder Price P.C., 222 North LaSalle Street, Chicago,  Illinois 60601, serves as
legal counsel to the Portfolios.

Ropes & Gray LLP, One International Place, Boston, MA 02110-2624, serves as
counsel to the Independent Trustees.

Independent Registered Public Accounting Firm

The financial highlights of the Investment Class of the Treasury Portfolio and
Tax-Free Investment Class of Tax-Exempt Portfolio are included in each
Portfolio's prospectus and the financial statements incorporated by reference in
this SAI have been so included or incorporated by reference in reliance on the
report of Ernst & Young LLP, 200 Clarendon Street, Boston, MA 02116, Independent
Registered Public Accounting Firm, given on said firm as experts in auditing and
accounting. Ernst & Young LLP audits the financial statements of the Portfolios
and provides other audit, tax and related services. Shareholders will receive
annual audited financial statements and semi-annual unaudited financial
statements.

Fund Accounting Agent

Prior to May 1, 2008 for Treasury Portfolio and April 1, 2008 for Tax-Exempt
Portfolio, DWS Investments Fund Accounting Corporation ("DIFA"), One Beacon
Street, Boston, Massachusetts, 02108, a subsidiary of the Advisor, was
responsible for determining the daily net asset value per share of each
Portfolio and maintaining portfolio and general accounting records. DIFA
received no fee for its services to the Portfolios.

Pursuant to an agreement among the Advisor, DIFA and SSB (the "Sub-Accounting
and Sub-Administrator Agreement"), DIFA and the Advisor had delegated certain
fund accounting functions to SSB under the fund accounting agreement. The costs
and expenses of such delegation were borne by the Advisor and DIFA, not by the
Portfolios.

                             PORTFOLIO TRANSACTIONS

The Advisor is generally responsible for placing the orders for the purchase and
sale of portfolio securities, including the allocation of brokerage.

The policy of the Advisor in placing orders for the purchase and sale of
securities for the Portfolios 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
Portfolios 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
Portfolios to their customers. However, the Advisor does not consider sales of
shares of the Portfolios as a factor in the selection of broker-dealers to
execute portfolio transactions for the Portfolios and, accordingly, has
implemented policies and procedures reasonably designed to prevent its traders
from considering sales of shares of the Portfolios as a factor in the selection
of broker-dealers to execute portfolio transactions for the Portfolios.

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) of the 1934 Act and interpretations
thereunder. Provided a Subadvisor is acting in accordance with any instructions
and directions of the Advisor or the Board, the Subadvisor is authorized to pay
a broker or dealer who provides third party brokerage and research services a
commission for executing a portfolio transaction for a Portfolio, if the
Subadvisor determines in good faith that such commission was reasonable in
relation to the value of the third party brokerage and research services
provided by such broker or dealer.

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, a Portfolio, in other cases it is believed
that the ability to engage in volume transactions will be beneficial to a
Portfolio.

DIMA and its affiliates and the Portfolios' 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 Portfolios and
receive brokerage commissions or other transaction-related compensation from the
Portfolios 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 Portfolios' Boards, 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 Portfolios
a rate consistent with that charged to comparable unaffiliated customers in
similar transactions.

During the last three fiscal years the Portfolios paid no portfolio brokerage
commissions.

                        PURCHASE AND REDEMPTION OF SHARES

General Information

Policies and procedures affecting transactions in Portfolio 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 a Portfolio's agents. Transaction delays in
processing (and changing account features) due to circumstances within or beyond
the control of a Portfolio and its agents may occur. Shareholders (or their
financial service 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 be genuine.

A distribution will be reinvested in shares of the same Portfolio and class if
the distribution check is returned as undeliverable.

Orders will be confirmed at a price based on the net asset value of a Portfolio
next determined after receipt in good order by DIDI of the order accompanied by
payment. However, orders received by dealers or other financial services firms
prior to the determination of net asset value and received in good order by DIDI
prior to the close of its business day will be confirmed at a price based on the
net asset value effective on that day ("trade date").

Use of Financial Services Firms. Investment dealers and other firms ("Firms")
provide varying arrangements for their clients to purchase and redeem a
Portfolio'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 a Portfolio's shares in nominee or street name as agent for and on behalf
of their customers. In such instances, a Portfolio's transfer agent, DISC (the
"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. Each
Portfolio has authorized the Shareholder Service Agent to pay to these Firms,
out of a Portfolio's Investment Class assets, up to 0.25 of 1% 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 a Portfolio and
other similar functions. These Firms also coordinate with the Transfer Agent in
connection with a Portfolio'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.

Each Portfolio has authorized one or more financial service institutions,
including certain members of the Financial Industry Regulatory Authority other
than the Distributor ("financial institutions"), to accept purchase and
redemption orders for a Portfolio's shares. Such financial institutions may also
designate other parties, including plan administrator intermediaries, to accept
purchase and redemption orders on a Portfolio's behalf. Orders for purchases or
redemptions will be deemed to have been received by a Portfolio when such
financial institutions or, if applicable, their authorized designees accept the
orders. Subject to the terms of the contract between a Portfolio and the
financial institution, ordinarily orders will be priced at a Portfolio's net
asset value next computed after acceptance by such financial institution or its
authorized designees and accepted by a Portfolio. Further, if purchases or
redemptions of a Portfolio'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 Trustees and the Distributor, also a Portfolio's principal underwriter,
each has the right to limit the amount of purchases by, and to refuse to sell
to, any person. The Trustees and the Distributor may suspend or terminate the
offering of shares of a Portfolio at any time for any reason.

DIDI has adopted an Incentive Plan (the "Plan") covering wholesalers that are
regional vice presidents ("DWS Investments Wholesalers"). Generally, DWS
Investments Wholesalers market shares of the DWS funds to financial advisors,
who in turn may recommend that investors purchase shares of a DWS fund. The Plan
is an incentive program that combines a monthly incentive component with a
quarterly strategic bonus component. Under the Plan, DWS Investments Wholesalers
will receive a monetary monthly incentive based on the amount of sales generated
from their marketing of the funds, and that incentive will differ depending on
the product category of the fund. Each fund is assigned to one of three product
categories -- "Focus list funds," "Extended list funds" or "Index funds" --
taking into consideration, among other things, the following criteria, where
applicable:

o    The  fund's  consistency  with  DWS  Investments'  branding  and  long-term
     strategy.
o    The fund's competitive performance;
o    The fund's Morningstar rating;
o    The  length  of  time  the  fund's  portfolio  managers  have  managed  the
     fund/strategy o Market size for the fund category;
o    The fund's size, including sales and redemptions of the fund's shares

This information and other factors are presented to a committee comprised of
representatives from various groups within DWS Investments, who review on a
quarterly basis the funds assigned to each product category described above, and
make any changes to those assignments at that time. No one factor, whether
positive or negative, determines a fund's placement in a given category; all
these factors together are considered, and the designation of funds on the Focus
list and Extended list represents management's judgment based on the above
criteria. In addition, management may consider a fund's profile over the course
of several review periods before making a change to its category assignment.
These category assignments will be posted quarterly to the DWS funds' Web site
at www.dws-investments.com, approximately one month after the end of each
quarter. DWS Investments Wholesalers receive the highest compensation for Focus
list funds, less for Extended list funds and the lowest for Index funds. The
level of compensation among these categories may differ significantly.

In the normal course of business, DWS Investments will from time to time
introduce new funds into the DWS family of funds. As a general rule, new funds
will be assigned to the Focus list compensation category. As described above,
the fund category assignments are reviewed periodically and are subject to
change.

The prospect of receiving, or the receipt of, additional compensation by a DWS
Investments Wholesaler under the Plan may provide an incentive to favor
marketing the Focus list or Extended list funds over Index funds. The Plan,
however, will not change the price that investors pay for shares of a fund. The
DWS Investments Compliance Department monitors DWS Investments Wholesaler sales
and other activity in an effort to detect unusual activity in the context of the
compensation structure under the Plan. However, investors may wish to take the
Plan and the product category of the fund into account when considering
purchasing a fund or evaluating any recommendations relating to fund shares.

Purchase of Shares

Shares of each Portfolio are sold at net asset value through selected financial
services firms, such as broker-dealers and banks ("firms"). Investors must
indicate the Portfolio in which they wish to invest. Each Portfolio has
established a minimum initial investment for Investment Class shares of each
Portfolio of $2,000 and $100 for subsequent investments, but these minimums may
be changed at anytime in management's discretion. Firms offering Portfolio
shares may set different minimums for accounts they service and may change such
minimums at their discretion. The Trusts may waive the minimum for purchases by
trustees, directors, officers or employees of the Trusts or the Advisor and its
affiliates.

Each Portfolio seeks to have their investment portfolios as fully invested as
possible at all times in order to achieve maximum income. Since each Portfolio
will be investing in instruments that normally require immediate payment in
Federal Funds (monies credited to a bank's account with its regional Federal
Reserve Bank), each Portfolio has adopted procedures for the convenience of its
shareholders and to ensure that each Portfolio receives investable funds. An
investor wishing to open an account should use the Account Information Form
available from a Trust or financial services firms. Orders for the purchase of
shares that are accompanied by a check drawn on a foreign bank (other than a
check drawn on a Canadian bank in US Dollars) will not be considered in proper
form and will not be processed unless and until a Portfolio determines that it
has received payment of the proceeds of the check. The time required for such a
determination will vary and cannot be determined in advance.

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 "Policies You Should Know About" in the Portfolios'
prospectus.

Please contact your financial advisor for wire instructions and purchase orders.

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 Portfolio shares or the retention and/or servicing of
investors and Portfolio 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
Portfolio, to financial advisors in connection with the sale and/or distribution
of Portfolio shares or the retention and/or servicing of Portfolio investors and
Portfolio 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
portfolio, any record keeping/sub-transfer agency/networking fees payable by
each Portfolio (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 Portfolio with
"shelf space" or access to a third party platform or portfolio offering list, or
other marketing programs including, without limitation, inclusion of each
Portfolio 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 Portfolio
attributable to the financial advisor, the particular portfolio or portfolio
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 Portfolio serviced and maintained by the financial advisor, .05%
to .25% of sales of the Portfolio 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 Portfolio or of any particular
share class of the Portfolio. 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 Portfolio.

The Advisor, the Distributor and/or their affiliates may also make such revenue
sharing payments to financial advisors under the terms discussed above in
connection with the distribution of both DWS funds and non-DWS funds by
financial advisors to retirement plans that obtain record keeping services from
ADP, Inc. on the DWS Investments branded retirement plan platform (the
"Platform") with the level of revenue sharing payments being based upon sales of
both the DWS funds and the non-DWS funds by the financial advisor on the
Platform or current assets of both the DWS funds and the non-DWS funds serviced
and maintained by the financial advisor on the Platform.

As of the date hereof, each Portfolio has been advised that the Advisor, the
Distributor and their affiliates expect that the following firms will receive
revenue sharing payments at different points during the coming year as described
above:

Channel: Broker-Dealers and Financial Advisors
----------------------------------------------
AIG Advisors Group
Ameriprise
Cadaret, Grant & Co. Inc.
Capital Analyst, Incorporated
Citigroup Global Markets, Inc. (dba Smith Barney)
Commonwealth Equity Services, LLP (dba Commonwealth Financial Network) Deutsche
Bank Group Ensemble Financial Services First Allied Securities First
Clearing/Wachovia Securities HD Vest Investment Securities, Inc.
ING Advisors Network
John Hancock Distributors LLC
LPL Financial
M.L. Stern & Co.
Meridien Financial Group
Merrill Lynch, Pierce, Fenner & Smith Inc.
Morgan Stanley
Oppenheimer & Co., Inc.
PlanMember Services
Prime Capital Inc.
Raymond James & Associates
Raymond James Financial Services
RBC Dain Rauscher, Inc
Securities America, Inc.
UBS Financial Services
Wells Fargo Investments, LLC

Channel: Cash Product Platform
------------------------------
Allegheny Investments LTD
Bank of America
Bank of New York (Hare & Co.)
BMO Capital Markets
Brown Brothers Harriman
Brown Investment Advisory & Trust Company
Cadaret Grant & Co.
Chicago Mercantile Exchange
D.A. Davidson & Company
Deutsche Bank Group
Emmett A. Larkin Company
Fiduciary Trust Co. - International
First Southwest Company
J.P. Morgan Clearing Corp.
Legent Clearing LLC
Lincoln Investment Planning
LPL Financial
Mellon Financial Markets LLC
Mesirow Financial, Inc.
Penson Financial Services
Pershing Choice Platform
ProFunds Distributors, Inc.
Ridge Clearing & Outsourcing Solutions
Robert W. Baird & Co.
Romano Brothers and Company
SAMCO Capital Markets
Smith Moore & Company
Sungard Institutional Brokerage Inc.
Treasury Curve LLC
US Bancorp
UBS Financial Services
William Blair & Company

Channel: Third Party Insurance Platforms
----------------------------------------
Allstate Life Insurance Company of New York
Ameritas Life Insurance Group
Annuity Investors Life Insurance Company
Columbus Life Insurance Company
Commonwealth Annuity and Life Insurance Company
Companion Life Insurance Company
Connecticut General Life Insurance Company
EquiTrust Life Insurance Company
Farm Bureau Life Insurance Company
Farmers New World Life Insurance Company
Fidelity Security Life Insurance Company
First Allmerica Financial Life Insurance Company
First Great West Life and Annuity Company
Genworth Life Insurance Company of New York
Genworth Life and Annuity Insurance Company
Great West Life and Annuity Insurance Company
Hartford Life Insurance Company
Integrity Life Insurance Company
John Hancock Life Insurance companies
Kemper Investors Life Insurance Company
Lincoln Benefit Life Insurance Company
Lincoln Life & Annuity Company of New York
Lincoln National Life Insurance Company
Massachusetts Mutual Life Insurance Group
MetLife Group
Minnesota Life Insurance Company
National Life Insurance Company
National Integrity Life Insurance Company
Nationwide Group
New York Life Insurance and Annuity Corporation
Phoenix Life Insurance Company
Protective Life Insurance
Provident Mutual Life Insurance
Prudential Insurance Company of America
Sun Life Group
Symetra Life Insurance Company
Transamerica Life Insurance Company
Union Central Life Insurance Company
United of Omaha Life Insurance Company
United Investors Life Insurance Company
Western Southern Life Assurance Company

Any additions, modifications or deletions to the financial advisors identified
above that have occurred since the date hereof are not reflected.

The Advisor, the Distributor or their affiliates may enter into additional
revenue sharing arrangements or change or discontinue existing arrangements with
financial advisors at any time without notice.

The prospect of receiving, or the receipt of additional compensation or
promotional incentives described above by financial advisors may provide such
financial advisors and/or their salespersons with an incentive to favor sales of
shares of the DWS funds or a particular DWS fund over sales of shares of mutual
funds (or non-mutual fund investments) with respect to which the financial
advisor does not receive additional compensation or promotional incentives, or
receives lower levels of additional compensation or promotional incentives.
Similarly, financial advisors may receive different compensation or incentives
that may influence their recommendation of any particular share class of a
Portfolio or of other portfolios. These payment arrangements, however, will not
change the price that an investor pays for Portfolio shares or the amount that a
Portfolio receives to invest on behalf of an investor and will not increase
Portfolio expenses. You may wish to take such payment arrangements into account
when considering and evaluating any recommendations relating to Portfolio 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 a
Portfolio 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 a Portfolio. 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.

Redemption of Shares

General.

Although it is each Portfolio's present policy to redeem in cash, Treasury
Portfolio (upon consent of a redeeming shareholder) and Tax-Exempt Portfolio may
pay the redemption price by a distribution of portfolio securities in lieu of
cash, in conformity with the applicable regulatory requirements, taking such
securities at the same value used to determine net asset value, and selecting
the securities in such manner as may be deemed fair and equitable. If such a
distribution occurs, 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 redemption would not be liquid as a
redemption entirely in cash. Each Trust has elected to be governed by Rule 18f-1
under the 1940 Act pursuant to which the Trust is obligated to redeem shares of
a Portfolio solely in cash up to the lesser of $250,000 or 1% of the net assets
of that Portfolio during any 90-day period for any one shareholder of record.

If shares of a Portfolio to be redeemed were purchased by check or through
certain Automated Clearing House ("ACH") transactions, the Portfolio 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 Portfolio of the purchase amount. Shareholders may not use
ACH or Redemption Checks (defined below) until the shares being redeemed have
been owned for at least 10 days and shareholders may not use such procedures to
redeem shares held in certificated form. There is no delay when shares being
redeemed were purchased by wiring Federal Funds.

If shares being redeemed were acquired from an exchange of shares of a mutual
fund that were offered subject to a contingent deferred sales charge as
described in the prospectus for that other fund, the redemption of such shares
by a Portfolio may be subject to a contingent deferred sales charge as explained
in such prospectus.

Shareholders can request the following telephone privileges: expedited wire
transfer redemptions, ACH transactions and exchange transactions for individual
and institutional accounts and pre-authorized telephone redemption transactions
for certain institutional accounts. Shareholders may choose these privileges on
the account application or by contacting the Shareholder Service Agent for
appropriate instructions. Please note that the telephone exchange privilege is
automatic unless the shareholder refuses it on the account application. Each
Portfolio 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 a Portfolio or its agents reasonably believe, based upon
reasonable verification procedures, that the telephone instructions are genuine.
The shareholder will bear the risk of loss, resulting from fraudulent or
unauthorized transactions, as long as the reasonable verification procedures are
followed. The verification procedures include recording instructions, requiring
certain identifying information before acting upon instructions and sending
written confirmations.

Each Portfolio reserves the right to redeem an account that falls below the
minimum investment level. Thus, a shareholder who makes only the minimum initial
investment and then redeems any portion thereof might have the account redeemed.
A shareholder will be notified in writing and will be allowed 60 days to make
additional purchases to bring the account value up to the minimum investment
level before a Portfolio redeems the shareholder account.

Financial services firms provide varying arrangements for their clients to
redeem Portfolio shares. Such firms may independently establish and charge
amounts to their clients for such services.

Regular Redemptions. When shares are held for the account of a shareholder by a
Portfolio's transfer agent, the shareholder may redeem them by sending a written
request with signatures guaranteed to DWS Investments Service Company, P.O. Box
219153, Kansas City, Missouri 64121-9153. When certificates for shares have been
issued, they must be mailed to or deposited with the Shareholder Service Agent,
along with a duly endorsed stock power and accompanied by a written request for
redemption. Redemption requests and a stock power must be endorsed by the
account holder with signatures guaranteed by a commercial bank, trust company,
savings and loan association, federal savings bank, member firm of a national
securities exchange or other eligible financial institution. The redemption
request and stock power must be signed exactly as the account is registered
including any special capacity of the registered owner. 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,
trustees or guardians.

Redemption by Check/ACH Debit Disclosure. The Portfolios will accept Automated
Clearing House ("ACH") debit entries for accounts that have elected the
checkwriting 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 fund 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.
A Portfolio, a Portfolio'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; a Portfolio 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 shares of a Portfolio then in the account and
available for redemption. A Portfolio 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 a Portfolio 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 have told a Portfolio 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, a
Portfolio may also require that you put your request in writing so that a
Portfolio will receive it within 14 days after you call. If you order a
Portfolio to stop one of these payments three (3) business days or more before
the transfer is scheduled and a Portfolio does not do so, a Portfolio 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. 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.

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 a Portfolio 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 a Portfolio 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 a portfolio or
Shareholder Service Agent could have stopped someone from taking that money if
you had notified the Shareholder Service Agent in time.

Tell us your name and account number. Describe the error or the transfer you are
unsure about, and explain 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 Portfolio 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 a Portfolio, the Portfolio's named transfer agent or the
Shareholder Service Agent does not complete a transfer from your account on time
or in the correct amount according to a portfolio's agreement with you, a
Portfolio may be liable for your losses or damages. A Portfolio 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, a Portfolio's liability
shall not exceed the amount of the transfer in question.

A Portfolio, the Portfolio's named 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 a Portfolio written
permission.

The acceptance and processing of ACH debit entry transactions is established
solely for your convenience and a Portfolio reserves the right to suspend,
terminate or modify your ability to redeem fund 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.

Telephone Redemptions. If the proceeds of the redemption are $100,000 or less
and the proceeds are payable to the shareholder 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, guardian and custodian account
holders, provided the trustee, executor, guardian or custodian 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, provided that this
privilege has been pre-authorized by the institutional account holder or
guardian account holder by written instruction to the Shareholder Service Agent
with signatures guaranteed. Telephone requests may be made by calling (800)
231-8568. Shares purchased by check or through certain ACH transactions 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 certificate 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
Shareholder Service Agent by telephone, it may be difficult to use the telephone
redemption privilege, although investors can still redeem by mail. Each
Portfolio reserves the right to terminate or modify this privilege at any time.

Expedited Wire Transfer Redemptions. If the account holder has given
authorization for expedited wire redemption to the account holder's brokerage or
bank account, shares can be redeemed and proceeds sent by a federal wire
transfer to a single previously designated account. Requests received by the
Shareholder Service Agent prior to 3:00 p.m. Eastern time for Tax-Exempt
Portfolio and 4:00 p.m. Eastern time for Treasury Portfolio, will result in
shares being redeemed that day and normally the proceeds will be sent to the
designated account that day. Once authorization is on file, the Shareholder
Service Agent will honor requests by telephone (800) 231-8568or in writing,
subject to the limitations on liability. A Portfolio is not responsible for the
efficiency of the federal wire system or the account holder's financial services
firm or bank. Each Portfolio 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. To
change the designated account to receive wire redemption proceeds, send a
written request to the Shareholder Service Agent with signatures guaranteed as
described above, or contact the firm through which shares of a Portfolio were
purchased. Shares purchased by check or through certain ACH transactions may not
be redeemed by wire transfer until the shares have been owned for at least 10
days. Account holders may not use this procedure to redeem shares held in
certificate form. During periods when it is difficult to contact the Shareholder
Service Agent by telephone, it may be difficult to use the expedited wire
transfer redemption privilege. Each Portfolio reserves the right to terminate or
modify this privilege at any time.

Redemptions By Draft. Upon request, shareholders will be provided with drafts to
be drawn on a Portfolio ("Redemption Checks"). These Redemption Checks may be
made payable to the order of any person for not more than $5 million.
Shareholders should not write Redemption Checks in an amount less than $100.
When a Redemption Check is presented for payment, a sufficient number of full
and fractional shares in the shareholder's account will be redeemed as of the
next determined net asset value to cover the amount of the Redemption Check.
This will enable the shareholder to continue earning dividends until a Portfolio
receives the Redemption Check. A shareholder wishing to use this method of
redemption must complete and file an Account Application which is available from
each Portfolio or firms through which shares were purchased. Redemption Checks
should not be used to close an account since the account normally includes
accrued but unpaid dividends. Each Portfolio reserves the right to terminate or
modify this privilege at any time. This privilege may not be available through
some firms that distribute shares of each Portfolio. In addition, firms may
impose minimum balance requirements in order to offer this feature. Firms may
also impose fees to investors for this privilege or establish variations of
minimum check amounts if approved by each Portfolio.

Unless one signer is authorized on the Account Application, Redemption Checks
must be signed by all account holders. Any change in the signature authorization
must be made by written notice to the Shareholder Service Agent. Shares
purchased by check or through certain ACH transactions may not be redeemed by
Redemption Check until the shares have been owned for at least 10 days.
Shareholders may not use this procedure to redeem shares held in certificate
form. Each Portfolio reserves the right to terminate or modify this privilege at
any time.

A Portfolio may refuse to honor Redemption Checks whenever the right of
redemption has been suspended or postponed, or whenever the account is otherwise
impaired. A $10 service fee will be charged when a Redemption Check is presented
to redeem Portfolio shares in excess of the value of a Portfolio account or in
an amount less than $100; when a Redemption Check is presented that would
require redemption of shares that were purchased by check or certain ACH
transactions within 10 days; or when "stop payment" of a Redemption Check is
requested.

Special Redemption Features. Certain firms that offer Investment Class shares of
a Portfolio also provide special redemption features through charge or debit
cards and checks that redeem Portfolio Investment Class shares. Various firms
have different charges for their services. Shareholders should obtain
information from their firm with respect to any special redemption features,
applicable charges, minimum balance requirements and special rules of the cash
management program being offered.

Special Features

Exchange Privilege. Shareholders may request a taxable exchange of their shares
for shares of the corresponding class of other DWS funds without imposition of a
sales charge, subject to the provisions below.

Shareholders who exchange their shares out of a DWS money market fund (not
including shares acquired by dividend reinvestment or by exchange from Class A
shares of another DWS fund) into Class A shares of certain other DWS funds, will
generally be subject to the applicable sales charge.

Certain DWS funds may not be available to shareholders on an exchange. To learn
more about which DWS funds may be available on exchange, please contact your
financial services firm or visit our Web site at: www.dws-investments.com or
call (800) 231-8568.

Shareholders may obtain prospectus(es) of the DWS fund they are exchanging into
from dealers, other firms or DIDI.

Automatic Withdrawal Program. An owner of $5,000 or more of a Portfolio's shares
may provide for the payment from the owner's account of any requested dollar
amount up to $50,000 to be paid to the owner or the owner's designated payee
monthly, quarterly, semiannually or annually. The $5,000 minimum account size is
not applicable to Individual Retirement Accounts ("IRAs"). Dividend
distributions will be reinvested automatically at net asset value. A sufficient
number of full and fractional shares will be redeemed to make the designated
payment. Depending upon the size of the payments requested, redemptions for the
purpose of making such payments may reduce or even exhaust the account. The
program may be amended on thirty days notice by a Portfolio and may be
terminated at any time by the shareholder or a Portfolio. Firms provide varying
arrangements for their clients to redeem shares of a Portfolio on a periodic
basis. Such firms may independently establish minimums for such services.

Tax-Sheltered Retirement Programs. The Shareholder Service Agent provides
retirement plan services and documents and DIDI can establish your account in
any of the following types of retirement plans:

o    IRAs trusteed by SSB. This includes  Simplified Employee Pension Plan (SEP)
     IRA accounts and prototype documents.

o    403(b)  Custodial  Accounts  also  trusteed  by SSB.  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 contribution per participant is the lesser of 25% of
     compensation or $30,000.

Brochures describing the above plans as well as providing model defined benefit
plans, target benefit plans, 457 plans, 401(k) plans and materials for
establishing them are available from the Shareholder Service Agent upon request.
Financial services firms offering the Portfolios may have their own documents.
Please contact the financial services firm from which you received this SAI for
more information. Investors should consult with their own tax advisors before
establishing a retirement plan.

Electronic Funds Transfer Programs. For your convenience, each Trust has
established several investment and redemption programs using electronic funds
transfer via the Automated Clearing House (ACH). There is currently no charge by
either Trust for these programs. To use these features, your financial
institution (your employer's financial institution in the case of payroll
deposit) must be affiliated with an Automated Clearing House (ACH). This ACH
affiliation permits the Shareholder Service Agent to electronically transfer
money between your bank account, or employer's payroll bank in the case of
Direct Deposit, and your account. Your bank's crediting policies of these
transferred funds may vary. These features may be amended or terminated at any
time by the Trusts. Shareholders should contact DWS Investments Service Company
at (800) 231-8568 or the financial services firm through which their account was
established for more information. These programs may not be available through
some firms that distribute shares of the Portfolios.

                                    DIVIDENDS

Dividends are declared daily and paid monthly. Shareholders will receive
dividends in additional shares unless they elect to receive cash. Dividends will
be reinvested monthly in shares of a Portfolio at the net asset value normally
on the last business day of each month for the Portfolios if a business day,
otherwise on the next business day. Dividends are treated the same for federal
income tax purposes whether received in cash or reinvested in additional shares.
A Portfolio will pay shareholders who redeem their entire accounts all unpaid
dividends at the time of the redemption not later than the next dividend payment
date. Upon written request to the Shareholder Service Agent, a shareholder may
elect to have Portfolio dividends invested without sales charge in shares of
another DWS Mutual Fund offering this privilege at the net asset value of such
other fund. See "Special Features -- Exchange Privilege" for a list of such
other DWS Mutual Funds. To use this privilege of investing Portfolio dividends
in shares of another DWS Mutual Fund, shareholders must maintain a minimum
account value of $1,000 in this Portfolio and must maintain a minimum account
value of $1,000 in the fund in which dividends are reinvested.

Each Portfolio calculates its dividends based on its daily net investment
income. For this purpose, the net investment income of a Portfolio generally
consists of (a) accrued interest income plus or minus amortized discount or
premium (excluding market discount for the Tax-Exempt Portfolio), (b) plus or
minus all short-term realized gains and losses on investments and (c) minus
accrued expenses allocated to the Portfolio. Expenses of each Portfolio are
accrued each day. Dividends are reinvested monthly and shareholders will receive
monthly confirmations of dividends and of purchase and redemption transactions
except that confirmations of dividend reinvestment for IRAs and other fiduciary
accounts for which SSB acts as trustee will be sent quarterly.

If the shareholder elects to receive dividends in cash, checks will be mailed
monthly, within five business days of the reinvestment date (described below),
to the shareholder or any person designated by the shareholder. At the option of
the shareholder, cash dividends may be sent by Federal Funds wire. Shareholders
may request to have dividends sent by wire on the Account Application or by
contacting the Shareholder Service Agent (see "Purchase of Shares"). A Portfolio
reinvests dividend checks (and future dividends) in shares of the Portfolio if
checks are returned as undeliverable. Dividends and other distributions in the
aggregate amount of $10 or less are automatically reinvested in shares of a
Portfolio unless the shareholder requests that such policy not be applied to the
shareholder's account.

                                      TAXES

The following is intended to be a general summary of certain federal income tax
consequences of investing in the Portfolios. It is not intended as a complete
discussion of all such consequences, nor does it purport to deal with all
categories of investors or foreign, state or local taxes. Investors are
therefore advised to consult with their tax advisors before making an investment
in a Portfolio.

Treasury Portfolio. The Treasury Portfolio has elected to be treated and has
qualified, and intends to continue to qualify, as a regulated investment company
under Subchapter M of the Internal Revenue Code (the "Code"), and, if so
qualified, will not be subject to federal income taxes to the extent its
earnings are distributed. Dividends derived from interest and short-term capital
gains are taxable to shareholders as ordinary income whether received in cash or
reinvested in additional shares. Long-term capital gains distributions, if any,
are taxable as long-term capital gains regardless of the length of time
shareholders have owned their shares. Dividends from the Portfolio are not
expected to be treated as qualified dividend income or qualify for the dividends
received deduction available to corporate shareholders.

Tax-Exempt Portfolio. The Tax-Exempt Portfolio has elected to be treated and has
qualified, and intends to continue to qualify, under the Code as a regulated
investment company and, if so qualified, will not be liable for federal income
taxes to the extent its earnings are distributed. This Portfolio also intends to
meet the requirements of the Code applicable to regulated investment companies
distributing tax-exempt interest dividends and, accordingly, dividends
representing net tax-exempt interest received by the Portfolio will not be
included by shareholders in their gross income for federal income tax purposes,
except to the extent such interest is subject to the alternative minimum tax as
discussed below. In order for the Portfolio to qualify to pay exempt-interest
dividends, the Code requires that at the close of each quarter of the
Portfolio's taxable year, at least 50 percent of the value of the Portfolio's
total assets consist of obligations the interest on which is exempt from federal
income tax. Dividends representing taxable net investment income (such as net
interest income from temporary investments in obligations of the US Government)
and net short-term capital gains, if any, are taxable to shareholders as
ordinary income. Net interest on certain "private activity bonds" issued on or
after August 8, 1986 is treated as an item of tax preference and may, therefore,
be subject to both the individual and corporate alternative minimum tax. To the
extent provided by regulations to be issued by the Secretary of the Treasury,
exempt-interest dividends from the Tax-Exempt Portfolio are to be treated as
interest on private activity bonds in proportion to the interest income the
Portfolio receives from private activity bonds, reduced by allowable deductions.

Exempt-interest dividends, except to the extent of interest from "private
activity bonds," are not treated as a tax-preference item. For a corporate
shareholder, however, such dividends will be included in determining such
corporate shareholder's "adjusted current earnings." Seventy-five percent of the
excess, if any, of "adjusted current earnings" over the corporate shareholder's
other alternative minimum taxable income with certain adjustments will be a
tax-preference item. Corporate shareholders are advised to consult their tax
advisors with respect to alternative minimum tax consequences.

Shareholders will be required to disclose on their federal income tax returns
the amount of tax-exempt interest earned during the year, including
exempt-interest dividends received from the Tax-Exempt Portfolio.

Individuals whose modified income exceeds a base amount will be subject to
federal income tax on up to 85% of their Social Security benefits. Modified
income includes adjusted gross income, tax-exempt interest, including
exempt-interest dividends from the Tax-Exempt Portfolio, and 50% of Social
Security benefits.

The tax exemption of dividends from the Tax-Exempt Portfolio for federal income
tax purposes does not necessarily result in exemption under the income or other
tax laws of any state or local taxing authority. The laws of the several states
and local taxing authorities vary with respect to the taxation of such income
and shareholders of the Portfolio are advised to consult their own tax advisors
as to the status of their accounts under state and local tax laws.

Interest on indebtedness which is incurred to purchase or carry shares of the
Tax-Exempt Portfolio is not deductible for federal income tax purposes to the
extent that the Portfolio distributes exempt-interest dividends during the
taxable year. Further, the Tax-Exempt Portfolio may not be an appropriate
investment for entities or persons who are "substantial users" of facilities
financed by private activity bonds or certain industrial development bonds held
by the Tax-Exempt Portfolio or are "related persons" to such users; such persons
should consult their tax advisors before investing in the Tax-Exempt Portfolio.

Special tax rules apply to investments through defined contribution plans and
other tax-qualified plans. Shareholders should consult their tax advisor to
determine the suitability of shares of a Portfolio as an investment through such
plans and the precise effect of an investment on their particular tax situation.


Dividends or distributions declared in October, November or December to
shareholders of record as of a date in one of those months and paid during the
following January are treated as paid on December 31 of the calendar year in
which declared for federal income tax purposes. The Portfolio may adjust their
schedules for dividend reinvestment for the month of December to assist in
complying with the reporting and minimum distribution requirements contained in
the Code. Each Portfolio is required by law to withhold a portion of dividends
(including exempt-interest dividends) and redemption proceeds paid to certain
shareholders that do not furnish a correct taxpayer identification number (in
the case of most individuals, a social security number) and in certain other
circumstances. Trustees of qualified retirement plans and 403(b)(7) accounts are
required by law to withhold 20% of the taxable portion of any distribution that
is eligible to be "rolled over." The 20% withholding requirement does not apply
to distributions from IRAs or any part of a distribution that is transferred
directly to another qualified retirement plan, 403(b)(7) account, or IRA.
Shareholders should consult their tax advisors regarding the 20% withholding
requirement.

Shareholders normally will receive monthly confirmations of dividends and of
purchase and redemption transactions except that confirmations of dividend
reinvestment for IRAs and other fiduciary accounts for which Investors Fiduciary
Trust Company serves as trustee will be sent quarterly. Firms may provide
varying arrangements with their clients with respect to confirmations. Tax
information will be provided annually. Shareholders are encouraged to retain
copies of their account confirmation statements or year-end statements for tax
reporting purposes. However, those who have incomplete records may obtain
historical account transaction information at a reasonable fee.

INVESTORS ARE ADVISED TO CONSULT THEIR OWN TAX ADVISORS WITH RESPECT TO THE
APPLICATION OF THE ABOVE-DESCRIBED GENERAL FEDERAL INCOME TAX RULES TO THEIR OWN
CIRCUMSTANCES AND WITH RESPECT TO OTHER FEDERAL, STATE, LOCAL OR FOREIGN TAX
CONSEQUENCES TO THEM BEFORE MAKING AN INVESTMENT IN A PORTFOLIO.

                                 NET ASSET VALUE

The net asset value ("NAV") per share of each Portfolio is calculated on each
day on which a Portfolio is open for business. Each Portfolio is open for
business each day the New York Stock Exchange is open, as described in each
Portfolio's current prospectus. The NAV per share of each Portfolio is computed
by dividing the value of each Portfolio's assets less all liabilities, by the
total number of shares of each Portfolio outstanding. Although there is no
guarantee, each Portfolio's NAV per share will normally be $1.00.


Each 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 a
Portfolio would receive if it sold the instrument.

The Board has established procedures reasonably designed to stabilize each
Portfolio's NAV per share at $1.00. Under the procedures, the Advisor will
monitor and notify the Board of circumstances where a Portfolio's NAV per share
calculated by using market valuations may deviate from the $1.00 per share
calculated using amortized cost. If there were any deviation that the Board
believed would result in a material dilution or unfair result for investors or
existing shareholders, the Board would promptly consider what action, if any,
should be initiated. Such actions could include selling assets prior to maturity
to realize capital gains or losses; shortening average maturity of the
portfolio; withholding or reducing dividends; redeeming shares in kind; or
valuing assets based on market valuations.

Market valuations are obtained by using actual quotations provided by market
makers, estimates of market value, or values obtained from yield data relating
to classes of money market instruments published by reputable sources at the
mean between the bid and asked prices for the instruments. In accordance with
procedures approved by the Board, in the event market quotations are not readily
available for certain portfolio assets the fair value of such portfolio assets
will be determined in good faith by each Portfolio's Pricing Committee (or, in
some cases, the Board's Valuation Committee) based upon input from the Advisor
or other third parties.

                           BOARD MEMBERS AND OFFICERS

The following table presents certain information regarding the Board Members of
the Trusts. 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 Trusts 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 Trusts. Because the Portfolios do 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 Trusts and Length of    Business Experience and                                        in DWS Fund
 Time Served(1)                   Directorships During the Past 5 Years                          Complex Overseen
--------------------------------------------------------------------------------------------------------------------
<S>                                     <C>                                                             <C>

Paul K. Freeman                   Consultant, World Bank/Inter-American Development Bank;               125
(1950)                            Governing Council of the Independent Directors Council
Chairperson since 2009, and       (governance, executive committees); formerly: Project Leader,
Board Member since 1993           International Institute for Applied Systems Analysis
                                  (1998-2001); Chief Executive Officer, The Eric Group, Inc.
                                  (environmental insurance) (1986-1998)
--------------------------------------------------------------------------------------------------------------------
John W. Ballantine (1946)         Retired; formerly: Executive Vice President and Chief Risk            125
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:               125
 Board Member since               Association of Public Television Stations; Becton Dickinson
 1990                             and Company(2) (medical technology company); Belo
                                  Corporation(2) (media company); Boston Museum of Science;
                                  Public Radio International; PRX, The Public Radio Exchange;
                                  The PBS Foundation; former Directorships: American Public
                                  Television; Concord Academy; New England Aquarium; Mass.
                                  Corporation for Educational Telecommunications; Committee for
                                  Economic Development; Public Broadcasting Service
--------------------------------------------------------------------------------------------------------------------
Dawn-Marie Driscoll (1946)        President, Driscoll Associates (consulting firm); Executive           125
Board Member since 1987           Fellow, Center for Business Ethics, Bentley University;
                                  formerly: Partner, Palmer & Dodge (1988-1990); Vice President
                                  of Corporate Affairs and General Counsel, Filene's
                                  (1978-1988); Directorships: Trustee of 20 open-end mutual
                                  funds managed by Sun Capital Advisers, Inc. (since 2007);
                                  Director of ICI Mutual Insurance Company (since 2007);
                                  Advisory Board, Center for Business Ethics, Bentley
                                  University; Trustee, Southwest Florida Community Foundation
                                  (charitable organization); former Directorships: Investment
                                  Company Institute (audit, executive, nominating committees)
                                  and Independent Directors Council (governance, executive
                                  committees)
--------------------------------------------------------------------------------------------------------------------
Keith R. Fox (1954)               Managing General Partner, Exeter Capital Partners (a series           125
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           125
(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,         125
(1946)                            Finance Department, The Wharton School, University of
Board Member since                Pennsylvania (since July 1972); Co-Director, Wharton
1990                              Financial Institutions Center (since July 2000); Director,
                                  Japan Equity Fund, Inc. (since September 2007), Thai Capital
                                  Fund, Inc. (since September 2007), Singapore Fund, Inc.
                                  (since September 2007); formerly: Vice Dean and Director,
                                  Wharton Undergraduate Division (July 1995-June 2000);
                                  Director, Lauder Institute of International Management
                                  Studies (July 2000-June 2006)
--------------------------------------------------------------------------------------------------------------------
William McClayton (1944)          Managing Director, Diamond Management & Technology                    125
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             125
(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); Director,
                                  CardioNet, Inc.(2) (2009-present) (health care); formerly:
                                  Executive Vice President, The Glenmede Trust Company
                                  (investment trust and wealth management) (1983 to 2004);
                                  Board Member, Investor Education (charitable organization)
                                  (2004-2005); Director, Viasys Health Care(2) (January
                                  2007-June 2007)
--------------------------------------------------------------------------------------------------------------------
William N. Searcy, Jr.            Private investor since October 2003; Trustee of 20 open-end           125
(1946)                            mutual funds managed by Sun Capital Advisers, Inc. (since
Board Member since                October 1998); formerly: Pension & Savings Trust Officer,
1993                              Sprint Corporation(2) (telecommunications) (November
                                  1989-September 2003)
--------------------------------------------------------------------------------------------------------------------
Jean Gleason Stromberg            Retired; formerly: Consultant (1997-2001); Director, US               125
(1943)                            Government Accountability Office (1996-1997); Partner,
Board Member since                Fulbright & Jaworski, L.L.P. (law firm) (1978-1996);
1997                              Directorships: The William and Flora Hewlett Foundation;
                                  Business Leadership Council, Wellesley College; former
                                  Directorships: Service Source, Inc., Mutual Fund Directors
                                  Forum (2002-2004), American Bar Retirement Association
                                  (funding vehicle for retirement plans) (1987-1990 and
                                  1994-1996)
--------------------------------------------------------------------------------------------------------------------
Robert H. Wadsworth (1940)        President, Robert H. Wadsworth & Associates, Inc. (consulting         128
Board Member since 1999           firm) (1983 to present); Director, The Phoenix Boys Choir
                                  Association
--------------------------------------------------------------------------------------------------------------------

Interested Board Member

--------------------------------------------------------------------------------------------------------------------
 Name, Year of Birth, Position    Business Experience and                                        Number of Funds
 with the Trusts and Length of                                                                   in DWS Fund
 Time Served(1)                   Directorships During the Past 5 Years                          Complex Overseen
--------------------------------------------------------------------------------------------------------------------
 Axel Schwarzer(3)                Managing Director(4), Deutsche Asset Management; Head of              125
 (1958)                           Deutsche Asset Management Americas; CEO of DWS Investments;
 Board Member since               relocated to Germany in July 2009 as Vice Chairman(4) of
 2006                             Deutsche Asset Management and Member of the Management Board
                                  of DWS Investments, responsible for Global Relationship
                                  Management; formerly: board member of DWS Investments,
                                  Germany (1999-2005); Head of Sales and Product Management for
                                  the Retail and Private Banking Division of Deutsche Bank in
                                  Germany (1997-1999); various strategic and operational
                                  positions for Deutsche Bank Germany Retail and Private
                                  Banking Division in the field of investment funds, tax driven
                                  instruments and asset management for corporates (1989-1996)
--------------------------------------------------------------------------------------------------------------------

Officers(5)

--------------------------------------------------------------------------------------------------------------------
 Name, Year of Birth, Position
 with the Trusts and Length of    Business Experience and
 Time Served(6)                   Directorships During the Past 5 Years
--------------------------------------------------------------------------------------------------------------------
 Michael G. Clark(7) (1965)       Managing Director(4), Deutsche Asset Management (2006-present); President of
 President, 2006-present          DWS family of funds; Director, ICI Mutual Insurance Company (since
                                  October 2007); formerly: Director of Fund Board Relations (2004-2006) and
                                  Director of Product Development (2000-2004), Merrill Lynch Investment Managers;
                                  Senior Vice President Operations, Merrill Lynch Asset Management (1999-2000)
--------------------------------------------------------------------------------------------------------------------
 John Millette(8) (1962)          Director(4), Deutsche Asset Management
 Vice President and Secretary,
 1999-present
--------------------------------------------------------------------------------------------------------------------
 Paul H. Schubert(7) (1963)       Managing Director(4), Deutsche Asset Management (since July 2004); formerly:
 Chief Financial Officer,         Executive Director, Head of Mutual Fund Services and Treasurer for UBS Family
 2004-present                     of Funds (1998-2004); Vice President and Director of Mutual Fund Finance at UBS
 Treasurer, 2005-present          Global Asset Management (1994-1998)
--------------------------------------------------------------------------------------------------------------------
 Caroline Pearson(8) (1962)       Managing Director(4), Deutsche Asset Management
 Assistant Secretary,
 1997-present
--------------------------------------------------------------------------------------------------------------------
 Rita Rubin(9) (1970)             Vice President and Counsel, Deutsche Asset Management (since October 2007);
 Assistant Secretary,             formerly, Vice President, Morgan Stanley Investment Management (2004-2007);
 2009-present                     Attorney, Shearman & Sterling LLP (2004); Vice President and Associate General
                                  Counsel, UBS Global Asset Management (2001-2004)
--------------------------------------------------------------------------------------------------------------------
 Paul Antosca(8)                  Director(4), Deutsche Asset Management (since 2006); formerly: Vice President,
 (1957)                           The Manufacturers Life Insurance Company (U.S.A.) (1990-2006)
 Assistant Treasurer,
 2007-present
--------------------------------------------------------------------------------------------------------------------
 Jack Clark (8)                   Director(4), Deutsche Asset Management (since 2007); formerly: Vice President,
 (1967)                           State Street Corporation (2002-2007)
 Assistant Treasurer,
 2007-present
--------------------------------------------------------------------------------------------------------------------
 Diane Kenneally(8)               Director(4), Deutsche Asset Management
 (1966)
 Assistant Treasurer,
 2007-present
--------------------------------------------------------------------------------------------------------------------
 Jason Vazquez(9) (1972)          Vice President, Deutsche Asset Management (since 2006); formerly: AML
 Anti-Money Laundering            Operations Manager for Bear Stearns (2004-2006); Supervising Compliance
 Compliance Officer,              Principal and Operations Manager for AXA Financial (1999-2004)
 2007-present
--------------------------------------------------------------------------------------------------------------------
 Robert Kloby(9) (1962)           Managing Director(4), Deutsche Asset Management (2004-present); formerly: Chief
 Chief Compliance Officer,        Compliance Officer/Chief Risk Officer, Robeco USA (2000-2004); Vice President,
 2006-present                     The Prudential Insurance Company of America (1988-2000); E.F. Hutton and
                                  Company (1984-1988)
--------------------------------------------------------------------------------------------------------------------
 J. Christopher Jackson(9)        Director(4), Deutsche Asset Management (2006-present); formerly: Director,
 (1951)                           Senior Vice President, General Counsel, and Assistant Secretary, Hansberger
 Chief Legal Officer,             Global Investors, Inc. (1996-2006); Director, National Society of Compliance
 2006-present                     Professionals (2002-2005) (2006-2009)
--------------------------------------------------------------------------------------------------------------------

(1)  The length of time  served  represents  the year in which the Board  Member
     joined the board of one or more DWS funds currently overseen by the Board.

(2)  A publicly held company with securities  registered  pursuant to Section 12
     of the Securities Exchange Act of 1934.

(3)  The mailing  address of Axel  Schwarzer  is DWS  Investment  GmbH,  Mainzer
     Landstr. 178-190, Floor 5C, 60327 Frankfurt am Main, Germany. 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 Portfolios.

(4)  Executive title, not a board directorship.

(5)  As a result of their  respective  positions  held with the  Advisor,  these
     individuals are considered  "interested  persons" of the Advisor within the
     meaning of the 1940 Act.  Interested  persons receive no compensation  from
     the Portfolios.

(6)  The length of time  served  represents  the year in which the  officer  was
     first elected in such capacity for one or more DWS funds.

(7)  Address: 345 Park Avenue, New York, New York 10154.

(8)  Address: One Beacon Street, Boston, Massachusetts 02108.

(9)  Address: 280 Park Avenue, New York, New York 10017.

Certain officers hold similar positions for other investment companies for which
DIMA or an affiliate serves as the Advisor.

Officer's Role with Principal Underwriter:  DWS Investments Distributors, Inc.

 Paul H. Schubert:                     Vice President
 Jason Vazquez:                        Vice President and AML Compliance Officer
 Caroline Pearson:                     Secretary

Board Members' Responsibilities. The officers of each Trust 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 Portfolios and
to provide oversight of the management of the Portfolios.

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 Portfolios' accounting
and financial reporting policies and procedures, (3) the Portfolios' 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 Portfolios. It also
approves and recommends to the Board the appointment, retention or termination
of the independent registered public accounting firm for the Portfolios, reviews
the scope of audit and internal controls, considers and reports to the Board on
matters relating to the Portfolios' accounting and financial reporting
practices, and performs such other tasks as the full Board deems necessary or
appropriate. The Audit Committee receives annual representations from the
independent registered public accounting firm as to its independence. The
members of the Audit Committee are William McClayton (Chair), Kenneth C.
Froewiss (Vice Chair), John W. Ballantine, Henry P. Becton, Jr., Keith R. Fox
and William N. Searcy, Jr. During the calendar year 2008, the Audit Committee of
the Portfolios' Board held six (6) meetings.

Nominating and Governance Committee: The Nominating and Governance Committee,
which consists entirely of Independent Board Members, recommends individuals for
membership on the Board, nominates officers, Board and committee chairs, vice
chairs and committee members, and oversees the operations of the Board. The
Nominating and Governance Committee also reviews recommendations by shareholders
for candidates for Board positions. Shareholders may recommend candidates for
Board positions by forwarding their correspondence by US mail or courier service
to Dawn-Marie Driscoll, P.O. Box 100176, Cape Coral, FL 33904. The members of
the Nominating and Governance Committee are Henry P. Becton, Jr. (Chair),
Rebecca W. Rimel (Vice Chair), Paul K. Freeman and William McClayton. During the
calendar year 2008, the Nominating and Governance Committee of the Portfolios'
Board held five (5) meetings.

Contract Committee: The Contract Committee, which consists entirely of
Independent Board Members, reviews at least annually, (a) the Portfolios'
financial arrangements with DIMA and its affiliates, and (b) the Portfolios'
expense ratios. The members of the Contract Committee are Robert H. Wadsworth
(Chair), Keith R. Fox (Vice Chair), Henry P. Becton, Jr., Richard J. Herring,
William McClayton and Jean Gleason Stromberg. During the calendar year 2008, the
Contract Review Committee of the Portfolios' Board held seven (7) meetings.

Equity Oversight Committee: The Equity Oversight Committee reviews the
investment operations of those portfolios that primarily invest in equity
securities (except for those funds managed by a quantitative investment team).
The members of the Equity Oversight Committee are John W. Ballantine (Chair),
William McClayton (Vice Chair), Henry P. Becton, Jr., Keith R. Fox, Richard J.
Herring and Rebecca W. Rimel. During the calendar year 2008, the Equity
Oversight Committee of the Portfolios' Board held five (5) meetings.

Fixed-Income and Quant Oversight Committee: The Fixed-Income and Quant Oversight
Committee reviews the investment operations of those funds that primarily invest
in fixed-income securities or are managed by a quantitative investment team. The
members of the Fixed-Income and Quant Oversight Committee are William N. Searcy,
Jr. (Chair), Jean Gleason Stromberg (Vice Chair), Dawn-Marie Driscoll, Kenneth
C. Froewiss and Robert H. Wadsworth. During the calendar year 2008, the
Fixed-Income Oversight Committee of the Portfolios' Board held five (5)
meetings.

Marketing and Shareholder Services Committee: The Marketing and Shareholder
Services Committee reviews the Portfolios' marketing program, sales practices
and literature and shareholder services. The Marketing and Shareholder Services
Committee also considers matters relating to fund mergers and liquidations and
the organization of new funds. The members of the Marketing and Shareholder
Services Committee are Richard J. Herring (Chair), Dawn-Marie Driscoll (Vice
Chair), Rebecca W. Rimel, Jean Gleason Stromberg and Robert H. Wadsworth. During
the calendar year 2008, the Marketing/Distribution/Shareholder Service Committee
of the Portfolios' Board held four (4) meetings.

The Operations Committee: The Operations Committee reviews the administrative
operations, legal affairs and general compliance matters of the Portfolios. The
Operations Committee reviews administrative matters related to the operations of
the Portfolios, policies and procedures relating to portfolio transactions,
custody arrangements, fidelity bond and insurance arrangements, valuation of
Portfolio assets and securities and such other tasks as the full Board deems
necessary or appropriate. The Operations Committee also oversees the valuation
of the Portfolios' securities and other assets and determines, as needed, the
fair value of Portfolio securities or other assets under certain circumstances
as described in the Portfolios' Valuation Procedures. The Operations Committee
has appointed a Valuation Sub-Committee, which may make determinations of fair
value required when the Operations Committee is not in session. The members of
the Operations Committee are Dawn-Marie Driscoll (Chair), John W. Ballantine
(Vice Chair), Kenneth C. Froewiss, Rebecca W. Rimel and William N. Searcy, Jr.
The members of the Valuation Sub-Committee are Kenneth C. Froewiss (Chair), John
W. Ballantine, Dawn-Marie Driscoll (Alternate), Rebecca W. Rimel (Alternate) and
William N. Searcy, Jr. (Alternate). During the calendar year 2008, the
Operations Committee held five (5) meetings and the Valuation Sub-Committee held
no meetings.

Ad Hoc Committees. In addition to the standing committees described above, from
time to time the Board may also form ad hoc committees to consider specific
issues.

Remuneration. Each Independent Board Member receives compensation from the
Portfolios for his or her services, which includes retainer fees and specified
amounts for various committee services and for the Board Chairperson. No
additional compensation is paid to any Independent Board Member for travel time
to meetings, attendance at directors' educational seminars or conferences,
service on industry or association committees, participation as speakers at
directors' conferences or service on special fund industry director task forces
or subcommittees. Independent Board Members do not receive any employee benefits
such as pension or retirement benefits or health insurance from the Portfolios
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
Portfolios, 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 Portfolios. The following tables show compensation from the
Portfolios and aggregate compensation from all of the funds in the DWS fund
complex received by each Independent Board Member during the calendar year 2008.
Mr. Schwarzer is an interested person of the Portfolios and received no
compensation from the Portfolios or any fund in the DWS fund complex during the
relevant periods.
                                                                                          Total Compensation
                                       Aggregate               Aggregate Compensation        from Fund and
                                     Compensation from            from Tax-Exempt                DWS Fund
  Name of Board Member              Treasury Portfolio             Portfolio                   Complex(1)
  --------------------              --------------------           ----------                 -----------

  John W. Ballantine                     $5,395                       $7,523                   $237,500
  Henry P. Becton, Jr.(2)                $1,350                       $1,426                   $246,000
  Dawn-Marie Driscoll(2)(3)              $1,581                       $1,673                   $292,500
  Keith R. Fox(2)                        $1,259                       $1,330                   $229,500
  Paul K. Freeman                        $5,846                       $8,146                   $255,000
  Kenneth C. Froewiss                    $1,239                       $1,309                   $226,750
  Richard J. Herring(2)                  $1,306                       $1,381                   $240,000
  William McClayton(4)                   $5,934                       $8,245                   $257,500
  Rebecca W. Rimel(2)                    $1,288                       $1,360                   $233,500
  William N. Searcy, Jr.                 $1,291                       $1,366                   $238,000
  Jean Gleason Stromberg                 $1,230                       $1,300                   $225,500
  Robert H. Wadsworth                    $5,476                       $7,670                   $273,500

(1)  The DWS fund complex is composed of 136 funds as of December 31, 2008.

(2)  Aggregate  compensation  includes  amounts  paid to the Board  Members  for
     special  meetings of ad hoc committees of the Board in connection  with the
     consolidation  of the DWS fund  boards  and  various  funds,  meetings  for
     considering fund expense simplification  initiatives,  and consideration of
     issues  specific  to  the  Portfolios'  direct  shareholders  (i.e.,  those
     shareholders who did not purchase shares through financial intermediaries).
     Such amounts totaled $8,000 for Mr. Becton, $2,000 for Ms. Driscoll, $2,000
     for Mr. Fox, $2,000 for Dr. Herring and $8,000 for Ms. Rimel. These meeting
     fees were borne by the funds.

(3)  Includes  $70,000 in annual  retainer  fees  received  by Ms.  Driscoll  as
     Chairperson of DWS funds.

(4)  Includes $15,000 paid to Mr. McClayton for numerous special meetings of an
     ad hoc  committee  of the former  Chicago  Board in  connection  with board
     consolidation initiatives.

Board Member Ownership in the Portfolios

The  following  table shows the dollar range of equity  securities  beneficially
owned by each Board Member in the Portfolios and DWS fund complex as of December
31, 2008.
                                                                                            Aggregate Dollar
                                                                                                 Range of
                                                                                             Ownership in all
                                                                                            Funds Overseen by
                                       Dollar Range of             Dollar Range of            Board  Member in
                                     Beneficial Ownership        Beneficial Ownership           the DWS Fund
Board Member                          Treasury Portfolio       in Tax-Exempt Portfolio           Complex(1)
------------                          ------------------       -----------------------           ----------

Independent Board Member:
-------------------------

John W. Ballantine                            None                       None                   Over $100,000
Henry P. Becton, Jr.                          None                    $1-$10,000                Over $100,000
Dawn-Marie Driscoll                           None                 $50,001-$100,000             Over $100,000
Keith R. Fox                                  None                       None                   Over $100,000
Paul K. Freeman                               None                       None                   Over $100,000
Kenneth C. Froewiss                           None                       None                   Over $100,000
Richard J. Herring                            None                       None                   Over $100,000
William McClayton                             None                       None                   Over $100,000
Rebecca W. Rimel                              None                       None                   Over $100,000
William N. Searcy, Jr.                        None                       None                   Over $100,000
Jean Gleason Stromberg                        None                  $10,001-$50,000             Over $100,000
Robert H. Wadsworth                        $1-$10,000                    None                   Over $100,000

Interested Board Member:
------------------------

Axel Schwarzer                                None                       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 Portfolios, the information in the following table reflects
ownership by the Independent Board Members and their immediate family members of
certain securities as of December 31, 2008. Immediate family members can be a
spouse, children residing in the same household including step and adoptive
children, and any dependents. The securities represent ownership in the Advisor
or principal underwriter of the Portfolios 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
Portfolios (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 July 7, 2009, the Board Members and officers of the Trusts owned, as a
group, less than 1% of the outstanding shares of each Portfolio.

To the best of each Portfolio's knowledge, as of July 7, 2009, no person owned
of record or beneficially 5% or more of any class of the Portfolio's outstanding
shares, except as noted below.

Treasury Portfolio
------------------

Name and Address of Investor Ownership                          Shares                      % of Total Shares
--------------------------------------                          ------                      -----------------

PERSHING LLC FOR THE EXCLUSIVE                              942,166,037.80           32.91% of Institutional Shares
BENEFIT OF CUSTOMERS
JERSEY CITY NJ  07399-0001

DELVEST CORP                                                273,117,423.41            9.54% of Institutional Shares
ATTN ROBERT S IPPOLITO
WILMINGTON DE  19803-3742

KNOTFLOAT & CO                                              185,472,978.38            6.48% of Institutional Shares
C/O STATE STREET BANK
BOSTON MA  02206-5496

HORACE MANN LIFE INSURANCE COMPANY                          176,697,997.04            6.17% of Institutional Shares
ATTN ANGELA CHRISTIAN
SPRINGFIELD IL  62715-0002

PERSHING LLC FOR THE EXCLUSIVE                              612,334,649.10              80.5% of Investment Class
BENEFIT OF CUSTOMERS
JERSEY CITY NJ  07399-0001

KNOTFLOAT & CO                                               41,813,649.57              5.5% of Investment Class
C/O STATE STREET BANK
BOSTON MA  02206-5496

RIDGE CLEARING & OUTSOURCING SVCS                            40,484,597.52              5.32% of Investment Class
NEW YORK NY  10041-0004

PENSON FINANCIAL SERVICES                                   151,815,366.81           66.79% of Premier Money Market
DALLAS TX  75201-4609                                                                            Shares

SMITH MOORE & COMPANY                                        57,979,152.86           25.51% of Premier Money Market
CLAYTON MO  63105-1931                                                                           Shares

Tax-Exempt Portfolio

Name and Address of Investor Ownership                          Shares                      % of Total Shares

RIDGE CLEARING & OUTSOURCING SVCS                            20,228,656.72            100% of Capital Assets Funds
NEW YORK NY  10041-0004                                                                          Shares

D A DAVIDSON & CO                                            67,084,334.82                100% of Davidson Cash
TAX-EXEMPT OMNIBUS ACCT #1                                                                  Equivalent Shares
ATTN  BETH ANN THELEN
GREAT FALLS MT  59403-5015

PERSHING LLC FOR THE EXCLUSIVE                              963,119,571.97            46.42% of DWS Tax-Exempt Cash
BENEFIT OF CUSTOMERS                                                                      Institutional Shares
JERSEY CITY NJ  07399-0001

KNOTFLOAT & CO                                              280,483,630.55            13.52% of DWS Tax-Exempt Cash
C/O STATE STREET BANK                                                                     Institutional Shares
BOSTON MA  02206-5496

JP MORGAN CLEARING CORP                                     150,036,254.30            7.23% of DWS Tax-Exempt Cash
FBO XXXXXXXXXX                                                                            Institutional Shares
ATTN: DENISE DILORENZO-SIEGEL
BROOKLYN NY  11201-3832

LPL FINANCIAL SERVICES                                      422,308,931.56            93.7% of Premier Money Market
SAN DIEGO CA  92121-1968                                                                         Shares

SMITH MOORE & COMPANY                                        28,193,154.96            6.26% of Premier Money Market
CLAYTON MO  63105-1931                                                                           Shares

FIRST SOUTHWEST COMPANY                                      55,581,337.26              74.84% of Service Shares
DALLAS TX  75201-3852


PENSON FINANCIAL SERVICES                                    16,654,646.60              22.43% of Service Shares
DALLAS TX  75201-4609

FIDUCIARY TRUST CO INT'L AS AGENT                           162,124,500.00              60.5% of Tax-Exempt Cash
ATTN MUTUAL FUND PROCESSING                                                                  Managed Shares
ATTN CORPORATE TREASURY
NEW YORK NY  10020-2302

FIDUCIARY TRUST CO INT'L AS AGENT                            57,868,000.00              21.6% of Tax-Exempt Cash
NON COMPENSATION ACCOUNT                                                                     Managed Shares
ATTN CORPORATE TREASURY
NEW YORK NY  10020-2302

KNOTFLOAT & CO                                               39,220,574.51              14.64% of Tax-Exempt Cash
C/O STATE STREET BANK                                                                        Managed Shares
BOSTON MA  02206-5496

PERSHING LLC FOR THE EXCLUSIVE                              417,065,733.49            78.78% of Tax-Free Investment
BENEFIT OF CUSTOMERS                                                                              Class
JERSEY CITY NJ  07399-0001

WILLIAM BLAIR & COMPANY                                      83,471,707.49            15.77% of Tax-Free Investment
ATTN TERRY MULDOON                                                                                Class
CHICAGO IL  60606-5312
</TABLE>

Agreement to Indemnify Independent Trustees 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 Trustees of the Affected Funds, against certain
liabilities the Independent Trustees 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 Trustees 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 Trustees ultimately would not be entitled to indemnification or (2)
for any liability of the Independent Trustees to the Portfolios or their
shareholders to which the Independent Trustee would otherwise be subject by
reason of willful misfeasance, bad faith, gross negligence or reckless disregard
of the Independent Trustee'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
Trustees 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.

                               TRUST ORGANIZATION

For Investors Cash Trust Only:

Investors Cash Trust is an open-end, diversified management investment company,
organized as a business trust under the laws of Massachusetts on March 2, 1990.
The Trust may issue an unlimited number of shares of beneficial interest in one
or more series or "portfolios," all having no par value, which may be divided by
the Board of Trustees into classes of shares, subject to compliance with the SEC
regulations permitting the creation of separate classes of shares. The Trust is
currently composed of one series: Treasury Portfolio. Treasury Portfolio is
divided into four classes of shares: Investment Class, Premier Money Market
Shares, Institutional Shares and DWS U.S. Treasury Money Fund Class S Shares.

The Trust is a Massachusetts business trust organized under the laws of
Massachusetts and is governed by an Amended and Restated Declaration of Trust
that was approved by shareholders in the second quarter of 2008, as may be
further amended from time to time (the "Declaration of Trust"). All shares
issued and outstanding are fully paid and non-assessable, transferable, have no
pre-emptive or conversion rights (except as may be determined by the Board of
Trustees) and are redeemable as described in the SAI and the Portfolio's
prospectus. Each share has equal rights with each other share of the same class
of the Portfolio as to voting, dividends, exchanges, conversion features and
liquidation. Shareholders are entitled to one vote for each full share held and
fractional votes for fractional shares held.

The Portfolio generally is not required to hold meetings of its shareholders.
Under the Declaration of Trust, however, shareholder meetings will be held in
connection with the following matters to the extent and as provided in the
Declaration of Trust and as required by applicable law: (a) the election or
removal of trustees if a meeting is called for such purpose; (b) the termination
of the Trust or the Portfolio thereof; (c) an amendment of the Declaration of
Trust that (i) would affect a shareholder right to vote, (ii) may be required by
law to be approved by shareholders, and (iii) is submitted to shareholders by
the Board of Trustees; (d) such additional matters relating to the Trust as may
be required by law; and (e) such additional matters as the Board of Trustees may
determine to be necessary or desirable. Shareholders also vote upon changes in
fundamental policies or restrictions.

Except as noted above, the Declaration of Trust provides that the Board of
Trustees may amend or otherwise supplement the Declaration of Trust by making an
amendment, a supplemental thereto or an amended and restated Declaration of
Trust by an instrument in writing executed by a majority of the Board of
Trustees, provided that any provision of the Declaration of Trust that requires
the approval of more than a majority of the Board of Trustees for any matter may
be amended only with the approval of such greater number of the Board of
Trustees. The Board of Trustees may, without any shareholder vote, amend the
Declaration of Trust (x) to supply any omission, to cure, correct or supplement
any ambiguous, defective or inconsistent provision hereof, or (y) if they deem
it necessary or advisable, to conform the Declaration of Trust to the
requirements of applicable law, including the 1940 Act or the Internal Revenue
Code of 1986, as amended, but the Board of Trustees shall not be liable for
failing to do so, or (z) with respect to an amendment affecting the Portfolio or
class, for any reason at any time, if there are no shares of the Portfolio or
class outstanding at that time. In the event that the Board of Trustees, without
shareholder approval, make any material amendment to the Declaration of Trust
that affects the rights of shareholders, as determined by the Board of Trustees,
notice of the substance of such amendment shall be provided to shareholders
affected by such amendment at such time and in such manner as the Board of
Trustees determine to be appropriate, provided, however, that the failure to
provide such notice in any particular instance shall not affect the validity of
such amendment.

The Declaration of Trust provides that the Board of Trustees, subject to
applicable law, may authorize the Trust or any portfolio or class thereof to
merge, reorganize or consolidate with any corporation, association, trust or
series thereof (including another fund/portfolio or class of the Trust) or other
entity (in each case, the "Surviving Entity") or the Board of Trustees may sell,
lease or exchange all or substantially all of the property owned or held for the
account of the Trust (or all or substantially all of the property allocated or
belonging to a particular fund/portfolio or class) including its good will to
any Surviving Entity, upon such terms and conditions and for such consideration
as authorized by the Board of Trustees. Such transactions may be effected
through share-for-share exchanges, transfers or sales of assets, in-kind
redemptions and purchases, exchange offers, or any other method approved by the
Board of Trustees. The Board of Trustees shall provide notice to affected
shareholders of each transaction. The authority granted to the Board of Trustees
under this provision of the Declaration of Trust remains subject to the
requirements of the law. For example, rules under the 1940 Act require
reorganizations involving affiliated funds to be approved by the shareholders of
the fund being acquired unless certain conditions are satisfied. As a result,
some transactions will require shareholder approval even though the Declaration
of Trust may not otherwise require it. Such transactions could, in certain
circumstances, adversely affect the Portfolio's or class' expense ratio or other
aspects of a shareholder's investment.

The Declaration of Trust also provides that shareholder meeting quorum
requirements shall be established in the Trust's By-laws. The By-laws currently
in effect provide that the presence in person or by proxy of the holders of
thirty percent of the shares entitled to vote at a meeting (or of an individual
series or class if required to vote separately) shall constitute a quorum for
the transaction of business at meetings of shareholders of the Trust.

On any matter submitted to a vote of shareholders, all shares of the Trust
entitled to vote shall, except as otherwise provided in the Trust's By-Laws, be
voted in the aggregate as a single class without regard to series or classes of
shares, except (a) when required by applicable law or when the Trustees shall
have determined that the matter affects one or more series or classes of shares
materially differently, shares shall be voted by individual series or class; and
(b) when the Trustees have determined that the matter affects only the interests
of one or more series or classes, only shareholders of such series or classes
shall be entitled to vote thereon.

The Declaration of Trust provides that the Board of Trustees may, in its
discretion, establish minimum investment amounts for shareholder accounts,
impose fees on accounts that do not exceed a minimum investment amount and
involuntarily redeem shares in any such account in payment of such fees. The
Board of Trustees, in its sole discretion, also may cause the Trust to redeem
all of the shares of the Trust or one or more series or classes held by any
shareholder for any reason, to the extent permissible by the 1940 Act, including
(a) if the shareholder owns shares having an aggregate net asset value of less
than a specified minimum amount, (b) if a particular shareholder's ownership of
shares would disqualify a series from being a regulated investment company, (c)
upon a shareholder's failure to provide sufficient identification to permit the
Trust to verify the shareholder's identity, (d) upon a shareholder's failure to
pay for shares or meet or maintain the qualifications for ownership of a
particular class or series of shares, (e) if the Board of Trustees determines
(or pursuant to policies established by the Board it is determined) that share
ownership by a particular shareholder is not in the best interests of remaining
shareholders, (f) when a fund is requested or compelled to do so by governmental
authority or applicable law and (g) upon a shareholder's failure to comply with
a request for information with respect to the direct or indirect ownership of
shares of the Trust. The Declaration of Trust also authorizes the Board of
Trustees to terminate a fund/portfolio or any class without shareholder
approval, and the Trust may suspend the right of shareholders to require the
Trust to redeem shares to the extent permissible under the 1940 Act.

Upon the termination of the Trust or any series, after paying or adequately
providing for the payment of all liabilities which may include the establishment
of a liquidating trust or similar vehicle, and upon receipt of such releases,
indemnities and refunding agreements as they deem necessary for their
protection, the Trustees may distribute the remaining Trust property or property
of the series, in cash or in kind or partly each, to the shareholders of the
Trust or the series involved, ratably according to the number of shares of the
Trust or such series held by the several shareholders of the Trust or such
series on the date of termination, except to the extent otherwise required or
permitted by the preferences and special or relative rights and privileges of
any classes of shares of a series involved, provided that any distribution to
the shareholders of a particular class of shares shall be made to such
shareholders pro rata in proportion to the number of shares of such class held
by each of them. The composition of any such distribution (e.g., cash,
securities or other assets) shall be determined by the Trust in its sole
discretion, and may be different among shareholders (including differences among
shareholders in the same series or class).

The Declaration of Trust provides that no shareholder shall have the right to
bring or maintain any court action, proceeding or claim on behalf of the Trust
without first making demand on the Board of Trustees requesting the Board of
Trustees to bring or maintain such action, proceeding or claim. Such demand
shall be made to the Secretary of the Trust at the Trust's principal office and
shall set forth in reasonable detail the nature of the proposed court action,
proceeding or claim and the essential facts relied upon by the shareholder to
support the allegations made in the demand. The Board of Trustees, in their sole
discretion, may submit the matter to a vote of the shareholders of the Trust, as
appropriate. The Declaration of Trust also provides that any action commenced by
a shareholder, directly or derivatively, against the Trust of a Fund/Portfolio
or class thereof, the Board of Trustees or officers, shall be brought only in
the U.S. District Court for the Southern District of New York; or if such action
may not be brought in that court, then such action shall be brought in "the
Business Litigation Session of the Massachusetts Superior Court in Suffolk
County" (together with the U.S. District Court for the Southern District of New
York, the "Chosen Courts"). The Declaration of Trust further provides that the
Trust, its Trustees and officers, and shareholders (a) waive any objection to
venue in either Chosen Court and (b) waive any objection that either Chosen
Court is an inconvenient forum.

Under Massachusetts law, shareholders of a Massachusetts business trust could,
under certain circumstances, be held personally liable for obligations of the
Portfolio. The Declaration of Trust, however, disclaims shareholder liability
for acts or obligations of the Portfolio and requires that notice of such
disclaimer be given in each agreement, obligation, or instrument entered into or
executed by the Portfolio or the Portfolio's trustees. Moreover, the Declaration
of Trust provides for indemnification out of Portfolio property for all losses
and expenses of any shareholder held personally liable for the obligations of
the Portfolio and the Portfolio may be covered by insurance which the Trustees
consider adequate to cover foreseeable tort claims. Thus, the risk of a
shareholder incurring financial loss on account of shareholder liability is
considered by the Advisor remote and not material, since it is limited to
circumstances in which a disclaimer is inoperative and the Fund/Portfolio itself
is unable to meet its obligations.

For Cash Account Trust only:

Cash Account Trust is an open-end, management investment company, organized as a
business trust under the laws of Massachusetts on March 2, 1990. The Trust may
issue an unlimited number of shares of beneficial interest in one or more series
or portfolios, all having no par value, which may be divided by the Board of
Trustees into classes of shares, subject to compliance with the SEC regulations
permitting the creation of separate classes of shares. The Trust is currently
divided into three series: Money Market Portfolio, Government & Agency
Securities Portfolio and Tax-Exempt Portfolio. Money Market Portfolio is
currently divided into nine classes of shares: Premium Reserve Money Market
Shares, Premier Money Market Shares, Institutional Money Market Shares,
Institutional Select Money Market Shares, Service Shares, Davidson Cash
Equivalent Shares, Davidson Cash Equivalent Plus Shares, Capital Assets Funds
Shares and Capital Assets Funds Preferred Shares. Government & Agency Securities
Portfolio is divided into eight classes of shares: Premier Money Market Shares,
Service Shares, Davidson Cash Equivalent Shares, Davidson Cash Equivalent Plus
Shares, Capital Assets Funds Shares, DWS Government Cash Institutional Shares,
Government Cash Managed Shares and DWS Government & Agency Money Fund.
Tax-Exempt Portfolio is divided into nine classes of shares: Capital Assets
Funds Shares, Davidson Cash Equivalent Shares, Premier Money Market Shares, DWS
Tax-Exempt Cash Institutional Shares, Service Shares, Tax-Exempt Cash Managed
Shares, Tax-Free Investment Class, DWS Tax-Free Money Fund Class S and DWS
Tax-Exempt Money Fund.

The Trustees have the authority to create additional portfolios and to designate
the relative rights and preferences as between the different portfolios. The
Trustees also may authorize the division of shares of a Portfolio into different
classes, which may bear different expenses. All shares issued and outstanding
are fully paid and non-assessable, transferable, have no pre-emptive or
conversion rights and are redeemable as described in the SAI and in the
Portfolios' prospectus. Each share has equal rights with each other share of the
same class of the Portfolio as to voting, dividends, exchanges, conversion
features and liquidation. Shareholders are entitled to one vote for each full
share held and fractional votes for fractional shares held. The Trustees may
also terminate any Portfolio or class by notice to the shareholders without
shareholder approval.

The Trust generally is not required to hold meetings of their shareholders.
Under the Declaration of Trust, however, shareholder meetings will be held in
connection with the following matters: (a) the election or removal of trustees
if a meeting is called for such purpose; (b) the adoption of any contract for
which approval by shareholders is required by the 1940 Act; (c) any termination
of a Portfolio or a class to the extent and as provided in the Declaration of
Trust; (d) certain material amendments of the Declaration of Trust (such as
other than amendments changing the name of a Portfolio, supplying any omission,
curing any ambiguity or curing, correcting or supplementing any defective or
inconsistent provision thereof); and (e) such additional matters as may be
required by law, the Declaration of Trust, the By-laws of a Portfolio, or any
registration of the Trust with the SEC or as the trustees may consider necessary
or desirable. Shareholders also vote upon changes in fundamental investment
policies or restrictions.

The Declaration of Trust provides that obligations of the Trust are not binding
upon the Trustees individually but only upon the property of the Trust, that the
Trustees and officers will not be liable for errors of judgment or mistakes of
fact or law, and that a Trust will indemnify its Trustees and officers against
liabilities and expenses incurred in connection with litigation in which they
may be involved because of their offices with a Trust except if it is determined
in the manner provided in the Declaration of Trust that they have not acted in
good faith in the reasonable belief that their actions were in the best
interests of the Trust. However, nothing in the Declaration of Trust protects or
indemnifies a Trustee or officer against any liability 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 their
office.

Subject to the Declaration of Trust, shareholders may remove trustees. Each
trustee serves until the next meeting of shareholders, if any, called for the
purpose of electing trustees and until the election and qualification of a
successor or until such trustee sooner dies, resigns, retires or is removed by a
majority vote of the shares entitled to vote (as described below) or a majority
of the trustees. In accordance with the 1940 Act (a) the Trust will hold a
shareholder meeting for the election of trustees at such time as less than a
majority of the trustees have been elected by shareholders, and (b) if, as a
result of a vacancy in the Board of Trustees, less than two-thirds of the
trustees have been elected by the shareholders, that vacancy will be filled only
by a vote of the shareholders.

Trustees may be removed from office by a vote of the holders of a majority of
the outstanding shares at a meeting called for that purpose, which meeting shall
be held upon the written request of the holders of not less than 10% of the
outstanding shares. Upon the written request of ten or more shareholders who
have been such for at least six months and who hold shares constituting at least
1% of the outstanding shares of the Trust 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 trustee, the
Trust has undertaken to disseminate appropriate materials at the expense of the
requesting shareholders.

The Declaration of Trust provides that the presence at a shareholder meeting in
person or by proxy of at least 30% of the shares entitled to vote on a matter
shall constitute a quorum. Thus, a meeting of shareholders of a Portfolio could
take place even if less than a majority of the shareholders were represented on
its scheduled date. Shareholders would in such a case be permitted to take
action which does not require a larger vote than a majority of a quorum, such as
the election of trustees and ratification of the selection of auditors. Some
matters requiring a larger vote under the Declaration of Trust, such as
termination or reorganization of a Portfolio and certain amendments of the
Declaration of Trust, would not be affected by this provision; nor would matters
which under the 1940 Act require the vote of a "majority of the outstanding
voting securities" as defined in the 1940 Act.

The Declaration of Trust specifically authorizes the Board of Trustees to
terminate the Trust (or any Portfolio or class) by notice to the shareholders
without shareholder approval.

Under Massachusetts law, shareholders of a Massachusetts business trust could,
under certain circumstances, be held personally liable for obligations of the
Trust. The Declaration of Trust, however, disclaims shareholder liability for
acts or obligations of the Trust and requires that notice of such disclaimer be
given in each agreement, obligation, or instrument entered into or executed by
the Trust or the trustees. Moreover, the Declaration of Trust provides for
indemnification out of Trust property for all losses and expenses of any
shareholder held personally liable for the obligations of the Trust and the
Trust may be covered by insurance. Thus, the risk of a shareholder incurring
financial loss on account of shareholder liability is considered by the Advisor
remote and not material, since it is limited to circumstances in which a
disclaimer is inoperative and the Trust itself is unable to meet its
obligations.

                             PROXY VOTING GUIDELINES

The Portfolios have delegated proxy voting responsibilities to the Advisor,
subject to a Board's general oversight. The Advisor votes proxies pursuant to
the proxy voting policy and guidelines set forth in Appendix A to this SAI).

You may obtain information about how a fund voted proxies related to its
portfolio securities during the 12-month period ended June 30 by visiting the
Securities and Exchange Commission's Web site at www.sec.gov or by visiting our
Web site at: www.dws-investments.com (click on "proxy voting" at the bottom of
the page).

                              FINANCIAL STATEMENTS

The financial statements, including the portfolios of investments, for each
Portfolio's Investment Class, together with the Report of Independent Registered
Public Accounting Firm, Financial Highlights and notes to financial statements
in the Annual Report to the Shareholders dated March 31, 2009 for Treasury
Portfolio's Investment Class and April 30, 2009 for Tax-Exempt Portfolio's
Tax-Free Investment Class, are incorporated herein by reference and are hereby
deemed to be a part of this combined SAI.

                             ADDITIONAL INFORMATION

The CUSIP number of Investors Cash Trust: Treasury Portfolio's  Investment Class
shares is 461473860.

The  CUSIP  number  of  Cash  Account  Trust:  Tax-Exempt  Portfolio's  Tax-Free
Investment Class shares is 147539621.

Treasury Portfolio has a fiscal year end of March 31. Tax-Exempt Portfolio has a
fiscal year of April 30.

The Portfolios' prospectuses and this SAI omit certain information contained in
the Registration Statement which a Portfolio 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 a Portfolio and the securities
offered hereby. This Registration Statement and its amendments are available for
inspection by the public at the SEC in Washington, D.C.

                      APPENDIX A -- PROXY VOTING GUIDELINES

       Deutsche Asset Management ("AM") Proxy Voting Policy and Guidelines


I.       INTRODUCTION

AM has adopted and implemented the following policies and procedures, which it
believes are reasonably designed to ensure that proxies are voted in the best
economic interest of clients, in accordance with its fiduciary duties and local
regulation. These Proxy Voting Policies, Procedures and Guidelines shall apply
to all accounts managed by US domiciled advisers and to all US client accounts
managed by non US regional offices. Non US regional offices are required to
maintain procedures and to vote proxies as may be required by law on behalf of
their non US clients. In addition, AM's proxy policies reflect the fiduciary
standards and responsibilities for ERISA accounts.

The attached guidelines represent a set of global recommendations that were
determined by the Global Proxy Voting Sub-Committee ("the GPVSC"). These
guidelines were developed to provide AM with a comprehensive list of
recommendations that represent how AM will generally vote proxies for its
clients. The recommendations derived from the application of these guidelines
are not intended to influence the various AM legal entities either directly or
indirectly by parent or affiliated companies. In addition, the organizational
structures and documents of the various AM legal entities allows, where
necessary or appropriate, the execution by individual AM subsidiaries of the
proxy voting rights independently of any DB parent or affiliated company. This
applies in particular to non U.S. fund management companies. The individuals
that make proxy voting decisions are also free to act independently, subject to
the normal and customary supervision by the management/boards of these AM legal
entities.


II.      AM'S PROXY VOTING RESPONSIBILITIES

Proxy votes are the property of AM's advisory clients.(1) As such, AM's
authority and responsibility to vote such proxies depend upon its contractual
relationships with its clients. AM has delegated responsibility for effecting
its advisory clients' proxy votes to Institutional Shareholder Services ("ISS"),
an independent third-party proxy voting specialist. ISS votes AM's advisory
clients' proxies in accordance with AM's proxy guidelines or AM's specific
instructions. Where a client has given specific instructions as to how a proxy
should be voted, AM will notify ISS to carry out those instructions. Where no
specific instruction exists, AM will follow the procedures in voting the proxies
set forth in this document. Certain Taft-Hartley clients may direct AM to have
ISS vote their proxies in accordance with Taft Hartley voting Guidelines

_____________________

(1)      For purposes of these Policies and Procedures, "clients" refers to
         persons or entities: for which AM serves as investment adviser or
         sub-adviser; for which AM votes proxies; and that have an economic or
         beneficial ownership interest in the portfolio securities of issuers
         soliciting such proxies.

Clients may in certain instances contract with their custodial agent and notify
AM that they wish to engage in securities lending transactions. In such cases,
it is the responsibility of the custodian to deduct the number of shares that
are on loan so that they do not get voted twice.


III.     POLICIES

1.       Proxy voting activities are conducted in the best economic interest of
         clients

AM has adopted the following policies and procedures to ensure that proxies are
voted in accordance with the best economic interest of its clients, as
determined by AM in good faith after appropriate review.

2.       The Global Proxy Voting Sub-Committee

The Global Proxy Voting Sub-Committee (the "GPVSC") is an internal working group
established by the applicable AM's Investment Risk Oversight Committee pursuant
to a written charter. The GPVSC is responsible for overseeing AM's proxy voting
activities, including:

(i)    adopting, monitoring and updating guidelines, attached as Exhibit A (the
       "Guidelines"), that provide how AM will generally vote proxies pertaining
       to a comprehensive list of common proxy voting matters;

(ii)   voting proxies where (A) the issues are not covered by specific client
       instruction or the Guidelines; (B) the Guidelines specify that the issues
       are to be determined on a case-by-case basis; or (C) where an exception
       to the Guidelines may be in the best economic interest of AM's clients;
       and

(iii)  monitoring the Proxy Vendor Oversight's proxy voting activities (see
       below).

AM's Proxy Vendor Oversight, a function of AM's Operations Group, is responsible
for coordinating with ISS to administer AM's proxy voting process and for voting
proxies in accordance with any specific client instructions or, if there are
none, the Guidelines, and overseeing ISS' proxy responsibilities in this regard.

3.       Availability of Proxy Voting Policies and Procedures and proxy voting
         record

Copies of these Policies and Procedures, as they may be updated from time to
time, are made available to clients as required by law and otherwise at AM's
discretion. Clients may also obtain information on how their proxies were voted
by AM as required by law and otherwise at AM's discretion; however, AM must not
selectively disclose its investment company clients' proxy voting records. The
Proxy Vendor Oversight will make proxy voting reports available to advisory
clients upon request. The investment companies' proxy voting records will be
disclosed to shareholders by means of publicly-available annual filings of each
company's proxy voting record for 12-month periods ended June 30 (see
"Recordkeeping" below), if so required by relevant law.


IV.      PROCEDURES

The key aspects of AM's proxy voting process are as follows:

1.       The GPVSC's Proxy Voting Guidelines

The Guidelines set forth the GPVSC's standard voting positions on a
comprehensive list of common proxy voting matters. The GPVSC has developed, and
continues to update the Guidelines based on consideration of current corporate
governance principles, industry standards, client feedback, and the impact of
the matter on issuers and the value of the investments.

The GPVSC will review the Guidelines as necessary to support the best economic
interests of AM's clients and, in any event, at least annually. The GPVSC will
make changes to the Guidelines, whether as a result of the annual review or
otherwise, taking solely into account the best economic interests of clients.
Before changing the Guidelines, the GPVSC will thoroughly review and evaluate
the proposed change and the reasons therefore, and the GPVSC Chair will ask
GPVSC members whether anyone outside of the AM organization (but within Deutsche
Bank and its affiliates) or any entity that identifies itself as a AM advisory
client has requested or attempted to influence the proposed change and whether
any member has a conflict of interest with respect to the proposed change. If
any such matter is reported to the GPVSC Chair, the Chair will promptly notify
the Conflicts of Interest Management Sub-Committee (see below) and will defer
the approval, if possible. Lastly, the GPVSC will fully document its rationale
for approving any change to the Guidelines.

The Guidelines may reflect a voting position that differs from the actual
practices of the public company(ies) within the Deutsche Bank organization or of
the investment companies for which AM or an affiliate serves as investment
adviser or sponsor. Investment companies, particularly closed-end investment
companies, are different from traditional operating companies. These differences
may call for differences in voting positions on the same matter. Further, the
manner in which AM votes investment company proxies may differ from proposals
for which a AM-advised or sponsored investment company solicits proxies from its
shareholders. As reflected in the Guidelines, proxies solicited by closed-end
(and open-end) investment companies are generally voted in accordance with the
pre-determined guidelines of ISS. See Section IV.3.B.

Funds ("Underlying Funds") in which Topiary Fund Management Fund of Funds (each,
a "Fund") invest, may from time to time seek to revise their investment terms
(i.e. liquidity, fees, etc.) or investment structure. In such event, the
Underlying Funds may require approval/consent from its investors to effect the
relevant changes. Topiary Fund Management has adopted Proxy Voting Procedures
which outline the process for these approvals.

2.       Specific proxy voting decisions made by the GPVSC

The Proxy Vendor Oversight will refer to the GPVSC all proxy proposals (i) that
are not covered by specific client instructions or the Guidelines; or (ii) that,
according to the Guidelines, should be evaluated and voted on a case-by-case
basis.

Additionally, if, the Proxy Vendor Oversight, the GPVSC Chair or any member of
the GPVSC, a portfolio manager, a research analyst or a sub-adviser believes
that voting a particular proxy in accordance with the Guidelines may not be in
the best economic interests of clients, that individual may bring the matter to
the attention of the GPVSC Chair and/or the Proxy Vendor Oversight.(2)

_____________________

(2)      The Proxy Vendor Oversight generally monitors upcoming proxy
         solicitations for heightened attention from the press or the industry
         and for novel or unusual proposals or circumstances, which may prompt
         the Proxy Vendor Oversight to bring the solicitation to the attention
         of the GPVSC Chair. AM portfolio managers, AM research analysts and
         sub-advisers also may bring a particular proxy vote to the attention of
         the GPVSC Chair, as a result of their ongoing monitoring of portfolio
         securities held by advisory clients and/or their review of the periodic
         proxy voting record reports that the GPVSC Chair distributes to AM
         portfolio managers and AM research analysts.

If the Proxy Vendor Oversight refers a proxy proposal to the GPVSC or the GPVSC
determines that voting a particular proxy in accordance with the Guidelines is
not in the best economic interests of clients, the GPVSC will evaluate and vote
the proxy, subject to the procedures below regarding conflicts.

The GPVSC endeavors to hold meetings to decide how to vote particular proxies
sufficiently before the voting deadline so that the procedures below regarding
conflicts can be completed before the GPVSC's voting determination.

3.       Certain proxy votes may not be cast

In some cases, the GPVSC may determine that it is in the best economic interests
of its clients not to vote certain proxies. If the conditions below are met with
regard to a proxy proposal, AM will abstain from voting:

o        Neither the Guidelines nor specific client instructions cover an issue;

o        ISS does not make a recommendation on the issue;

o        The GPVSC cannot convene on the proxy proposal at issue to make a
         determination as to what would be in the client's best interest. (This
         could happen, for example, if the Conflicts of Interest Management
         Sub-committee found that there was a material conflict or if despite
         all best efforts being made, the GPVSC quorum requirement could not be
         met).

In addition, it is AM's policy not to vote proxies of issuers subject to laws of
those jurisdictions that impose restrictions upon selling shares after proxies
are voted, in order to preserve liquidity. In other cases, it may not be
possible to vote certain proxies, despite good faith efforts to do so. For
example, some jurisdictions do not provide adequate notice to shareholders so
that proxies may be voted on a timely basis. Voting rights on securities that
have been loaned to third-parties transfer to those third-parties, with loan
termination often being the only way to attempt to vote proxies on the loaned
securities. Lastly, the GPVSC may determine that the costs to the client(s)
associated with voting a particular proxy or group of proxies outweighs the
economic benefits expected from voting the proxy or group of proxies.

The Proxy Vendor Oversight will coordinate with the GPVSC Chair regarding any
specific proxies and any categories of proxies that will not or cannot be voted.
The reasons for not voting any proxy shall be documented.

4.       Conflict of Interest Procedures

A. Procedures to Address Conflicts of Interest and Improper Influence

Overriding Principle. In the limited circumstances where the GPVSC votes
proxies,(3) the GPVSC will vote those proxies in accordance with what it, in
good faith, determines to be the best economic interests of AM's clients.(4)

_____________________

(3)      As mentioned above, the GPVSC votes proxies (i) where neither a
         specific client instruction nor a Guideline directs how the proxy
         should be voted, (ii) where the Guidelines specify that an issue is to
         be determined on a case by case basis or (iii) where voting in
         accordance with the Guidelines may not be in the best economic
         interests of clients.

(4)      The Proxy Vendor Oversight, who serves as the non-voting secretary of
         the GPVSC, may receive routine calls from proxy solicitors and other
         parties interested in a particular proxy vote. Any contact that
         attempts to exert improper pressure or influence shall be reported to
         the Conflicts of Interest Management Sub-Committee.

Independence of the GPVSC. As a matter of Compliance policy, the GPVSC and the
Proxy Vendor Oversight are structured to be independent from other parts of
Deutsche Bank. Members of the GPVSC and the employee responsible for Proxy
Vendor Oversight are employees of AM. As such, they may not be subject to the
supervision or control of any employees of Deutsche Bank Corporate and
Investment Banking division ("CIB"). Their compensation cannot be based upon
their contribution to any business activity outside of AM without prior approval
of Legal and Compliance. They can have no contact with employees of Deutsche
Bank outside of the Private Client and Asset Management division ("PCAM")
regarding specific clients, business matters or initiatives without the prior
approval of Legal and Compliance. They furthermore may not discuss proxy votes
with any person outside of AM (and within AM only on a need to know basis).

Conflict Review Procedures. There will be a committee (the "Conflicts of
Interest Management Sub-Committee") established within AM that will monitor for
potential material conflicts of interest in connection with proxy proposals that
are to be evaluated by the GPVSC. Promptly upon a determination that a vote
shall be presented to the GPVSC, the GPVSC Chair shall notify the Conflicts of
Interest Management Sub-Committee. The Conflicts of Interest Management
Sub-Committee shall promptly collect and review any information deemed
reasonably appropriate to evaluate, in its reasonable judgment, if AM or any
person participating in the proxy voting process has, or has the appearance of,
a material conflict of interest. For the purposes of this policy, a conflict of
interest shall be considered "material" to the extent that a reasonable person
could expect the conflict to influence, or appear to influence, the GPVSC's
decision on the particular vote at issue. GPVSC should provide the Conflicts of
Interest Management Sub-Committee a reasonable amount of time (no less than 24
hours) to perform all necessary and appropriate reviews. To the extent that a
conflicts review can not be sufficiently completed by the Conflicts of Interest
Management Sub-Committee the proxies will be voted in accordance with the
standard guidelines.

The information considered by the Conflicts of Interest Management Sub-Committee
may include without limitation information regarding (i) AM client
relationships; (ii) any relevant personal conflict known by the Conflicts of
Interest Management Sub-Committee or brought to the attention of that
sub-committee; (iii) and any communications with members of the GPVSC (or anyone
participating or providing information to the GPVSC) and any person outside of
the AM organization (but within Deutsche Bank and its affiliates) or any entity
that identifies itself as a AM advisory client regarding the vote at issue. In
the context of any determination, the Conflicts of Interest Management
Sub-Committee may consult with, and shall be entitled to rely upon, all
applicable outside experts, including legal counsel.

Upon completion of the investigation, the Conflicts of Interest Management
Sub-Committee will document its findings and conclusions. If the Conflicts of
Interest Management Sub-Committee determines that (i) AM has a material conflict
of interest that would prevent it from deciding how to vote the proxies
concerned without further client consent or (ii) certain individuals should be
recused from participating in the proxy vote at issue, the Conflicts of Interest
Management Sub-Committee will so inform the GPVSC chair.

If notified that AM has a material conflict of interest as described above, the
GPVSC chair will obtain instructions as to how the proxies should be voted
either from (i) if time permits, the effected clients, or (ii) in accordance
with the standard guidelines. If notified that certain individuals should be
recused from the proxy vote at issue, the GPVSC Chair shall do so in accordance
with the procedures set forth below.

Note: Any AM employee who becomes aware of a potential, material conflict of
interest in respect of any proxy vote to be made on behalf of clients shall
notify Compliance. Compliance shall call a meeting of the conflict review
committee to evaluate such conflict and determine a recommended course of
action.

Procedures to be followed by the GPVSC. At the beginning of any discussion
regarding how to vote any proxy, the GPVSC Chair (or his or her delegate) will
inquire as to whether any GPVSC member (whether voting or ex officio) or any
person participating in the proxy voting process has a personal conflict of
interest or has actual knowledge of an actual or apparent conflict that has not
been reported to the Conflicts of Interest Management Sub-Committee.

The GPVSC Chair also will inquire of these same parties whether they have actual
knowledge regarding whether any director, officer or employee outside of the AM
organization (but within Deutsche Bank and its affiliates) or any entity that
identifies itself as a AM advisory client, has: (i) requested that AM, the Proxy
Vendor Oversight (or any member thereof) or a GPVSC member vote a particular
proxy in a certain manner; (ii) attempted to influence AM, the Proxy Vendor
Oversight (or any member thereof), a GPVSC member or any other person in
connection with proxy voting activities; or (iii) otherwise communicated with a
GPVSC member or any other person participating or providing information to the
GPVSC regarding the particular proxy vote at issue, and which incident has not
yet been reported to the Conflicts of Interest Management Sub- Committee.

If any such incidents are reported to the GPVSC Chair, the Chair will promptly
notify the Conflicts of Interest Management Sub-Committee and, if possible, will
delay the vote until the Conflicts of Interest Management Sub-Committee can
complete the conflicts report. If a delay is not possible, the Conflicts of
Interest Management Sub-Committee will instruct the GPVSC whether anyone should
be recused from the proxy voting process, or whether AM should vote the proxy in
accordance with the standard guidelines, seek instructions as to how to vote the
proxy at issue from ISS or, if time permits, the effected clients. These
inquiries and discussions will be properly reflected in the GPVSC's minutes.

Duty to Report. Any AM employee, including any GPVSC member (whether voting or
ex officio), that is aware of any actual or apparent conflict of interest
relevant to, or any attempt by any person outside of the AM organization (but
within Deutsche Bank and its affiliates) or any entity that identifies itself as
a AM advisory client to influence, how AM votes its proxies has a duty to
disclose the existence of the situation to the GPVSC Chair (or his or her
designee) and the details of the matter to the Conflicts of Interest Management
Sub-Committee. In the case of any person participating in the deliberations on a
specific vote, such disclosure should be made before engaging in any activities
or participating in any discussion pertaining to that vote.

Recusal of Members. The GPVSC will recuse from participating in a specific proxy
vote any GPVSC members (whether voting or ex officio) and/or any other person
who (i) are personally involved in a material conflict of interest; or (ii) who,
as determined by the Conflicts of Interest Management Sub-Committee, have actual
knowledge of a circumstance or fact that could effect their independent
judgment, in respect of such vote. The GPVSC will also exclude from
consideration the views of any person (whether requested or volunteered) if the
GPVSC or any member thereof knows, or if the Conflicts of Interest Management
Sub-Committee has determined, that such other person has a material conflict of
interest with respect to the particular proxy, or has attempted to influence the
vote in any manner prohibited by these policies.

If, after excluding all relevant GPVSC voting members pursuant to the paragraph
above, there are three or more GPVSC voting members remaining, those remaining
GPVSC members will determine how to vote the proxy in accordance with these
Policies and Procedures. If there are fewer than three GPVSC voting members
remaining, the GPVSC Chair will vote the proxy in accordance with the standard
guidelines, will obtain instructions as to how to have the proxy voted from, if
time permits, the effected clients and otherwise from ISS.

B.       Investment Companies and Affiliated Public Companies

Investment Companies. As reflected in the Guidelines, all proxies solicited by
open-end and closed-end investment companies are voted in accordance with the
pre-determined guidelines of ISS, unless the investment company client directs
AM to vote differently on a specific proxy or specific categories of proxies.
However, regarding investment companies for which AM or an affiliate serves as
investment adviser or principal underwriter, such proxies are voted in the same
proportion as the vote of all other shareholders (i.e., "mirror" or "echo"
voting). Master fund proxies solicited from feeder funds are voted in accordance
with applicable provisions of Section 12 of the Investment Company Act of 1940.

Subject to participation agreements with certain Exchange Traded Funds ("ETF")
issuers that have received exemptive orders from the U.S. Securities and
Exchange Commission allowing investing DWS funds to exceed the limits set forth
in Section 12(d)(1)(A) and (B) of the Investment Company Act of 1940, DeAM will
echo vote proxies for ETFs in which Deutsche Bank holds more than 25% of
outstanding voting shares globally when required to do so by participation
agreements and SEC orders.

Affiliated Public Companies. For proxies solicited by non-investment company
issuers of or within the Deutsche Bank organization, e.g., Deutsche bank itself,
these proxies will be voted in the same proportion as the vote of other
shareholders (i.e., "mirror" or "echo" voting).

Note: With respect to the QP Trust (not registered under the Investment Company
Act of 1940), the Fund is not required to engage in echo voting and the
investment adviser will use these Guidelines, and may determine, with respect to
the QP Trust, to vote contrary to the positions in the Guidelines, consistent
with the Fund's best interest.

C.       Other Procedures That Limit Conflicts of Interest

AM and other entities in the Deutsche Bank organization have adopted a number of
policies, procedures and internal controls that are designed to avoid various
conflicts of interest, including those that may arise in connection with proxy
voting, including:

o        Deutsche Bank Americas Restricted Activities Policy. This policy
         provides for, among other things, independence of AM employees from
         CIB, and information barriers between AM and other affiliates.
         Specifically, no AM employee may be subject to the supervision or
         control of any employee of CIB. No AM employee shall have his or her
         compensation based upon his or her contribution to any business
         activity within the Bank outside of the business of AM, without the
         prior approval of Legal or Compliance. Further, no employee of CIB
         shall have any input into the compensation of a AM employee without the
         prior approval of Legal or Compliance. Under the information barriers
         section of this policy, as a general rule, AM employees who are
         associated with the investment process should have no contact with
         employees of Deutsche Bank or its affiliates, outside of PCAM,
         regarding specific clients, business matters, or initiatives. Further,
         under no circumstances should proxy votes be discussed with any
         Deutsche Bank employee outside of AM (and should only be discussed on a
         need-to-know basis within AM).

Other relevant internal policies include the Deutsche Bank Americas Code of
Professional Conduct, the Deutsche Asset Management Information Sharing
Procedures, the Deutsche Asset Management Code of Ethics, the Sarbanes-Oxley
Senior Officer Code of Ethics, and the Deutsche Bank Group Code of Conduct. The
GPVSC expects that these policies, procedures and internal controls will greatly
reduce the chance that the GPVSC (or, its members) would be involved in, aware
of or influenced by, an actual or apparent conflict of interest.


V.       RECORDKEEPING

At a minimum, the following types of records must be properly maintained and
readily accessible in order to evidence compliance with this policy.

o        AM will maintain a record of each vote cast by AM that includes among
         other things, company name, meeting date, proposals presented, vote
         cast and shares voted.

o        The Proxy Vendor Oversight maintains records for each of the proxy
         ballots it votes. Specifically, the records include, but are not
         limited to:

         -        The proxy statement (and any additional solicitation
                  materials) and relevant portions of annual statements.

         -        Any additional information considered in the voting process
                  that may be obtained from an issuing company, its agents or
                  proxy research firms.

         -        Analyst worksheets created for stock option plan and share
                  increase analyses.

         -        Proxy Edge print-screen of actual vote election.

o        AM will retain these Policies and Procedures and the Guidelines; will
         maintain records of client requests for proxy voting information; and
         will retain any documents the Proxy Vendor Oversight or the GPVSC
         prepared that were material to making a voting decision or that
         memorialized the basis for a proxy voting decision.

o        The GPVSC also will create and maintain appropriate records documenting
         its compliance with these Policies and Procedures, including records of
         its deliberations and decisions regarding conflicts of interest and
         their resolution.

o        With respect to AM's investment company clients, ISS will create and
         maintain records of each company's proxy voting record for 12-month
         periods ended June 30. AM will compile the following information for
         each matter relating to a portfolio security considered at any
         shareholder meeting held during the period covered by the report and
         with respect to which the company was entitled to vote:

         -        The name of the issuer of the portfolio security;

         -        The exchange ticker symbol of the portfolio security (if
                  symbol is available through reasonably practicable means);

         -        The Council on Uniform Securities Identification Procedures
                  number for the portfolio security (if the number is available
                  through reasonably practicable means);

         -        The shareholder meeting date;

         -        A brief identification of the matter voted on;

         -        Whether the matter was proposed by the issuer or by a security
                  holder;

         -        Whether the company cast its vote on the matter;

         -        How the company cast its vote (e.g., for or against proposal,
                  or abstain; for or withhold regarding election of directors);
                  and

         -        Whether the company cast its vote for or against management.

Note: This list is intended to provide guidance only in terms of the records
that must be maintained in accordance with this policy. In addition, please note
that records must be maintained in accordance with the applicable AM Records
Management Policy.

With respect to electronically stored records, "properly maintained" is defined
as complete, authentic (unalterable) usable and backed-up. At a minimum, records
should be retained for a period of not less than six years (or longer, if
necessary to comply with applicable regulatory requirements), the first three
years in an appropriate AM office.


VI.      THE GPVSC'S OVERSIGHT ROLE

In addition to adopting the Guidelines and making proxy voting decisions on
matters referred to it as set forth above, the GPVSC will monitor the proxy
voting process by reviewing summary proxy information presented by ISS. The
GPVSC will use this review process to determine, among other things, whether any
changes should be made to the Guidelines. This review will take place at least
quarterly and will be documented in the GPVSC's minutes.


Attachment A - Global Proxy Voting Guidelines







                            Deutsche Asset Management

                         Global Proxy Voting Guidelines



                             As Amended October 2008


                                [GRAPHIC OMITTED]
Table of contents

I        Board Of Directors And Executives

         A        Election Of Directors

         B        Classified Boards Of Directors

         C        Board And Committee Independence

         D        Liability And Indemnification Of Directors

         E        Qualifications Of Directors

         F        Removal Of Directors And Filling Of Vacancies

         G        Proposals To Fix The Size Of The Board

         H        Proposals to Restrict Chief Executive Officer's Service on

                  Multiple Boards

         I        Proposals to Restrict Supervisory Board Members Service on

                  Multiple Boards

         J        Proposals to Establish Audit Committees

II       Capital Structure

         A        Authorization Of Additional Shares

         B        Authorization Of "Blank Check" Preferred Stock

         C        Stock Splits/Reverse Stock Splits

         D        Dual Class/Supervoting Stock

         E        Large Block Issuance

         F        Recapitalization Into A Single Class Of Stock

         G        Share Repurchases

         H        Reductions In Par Value

III      Corporate Governance Issues

         A        Confidential Voting

         B        Cumulative Voting

         C        Supermajority Voting Requirements

         D        Shareholder Right To Vote

IV       Compensation

         A        Establishment of a Remuneration Committee

         B        Executive And Director Stock Option Plans

         C        Employee Stock Option/Purchase Plans

         D        Golden Parachutes

         E        Proposals To Limit Benefits Or Executive Compensation

         F        Option Expensing

         G        Management board election and motion

         H        Remuneration (variable pay)

         I        Long-term incentive plans

         J        Shareholder Proposals Concerning "Pay For Superior
                  Performance"

         K        Executive Compensation Advisory

V        Anti-Takeover Related Issues

         A        Shareholder Rights Plans ("Poison Pills")

         B        Reincorporation

         C        Fair-Price Proposals

         D        Exemption From State Takeover Laws

         E        Non-Financial Effects Of Takeover Bids

VI       Mergers & Acquisitions

VII      Social & Political Issues

         A        Labor & Human Rights

         B        Diversity & Equality

         C        Health & Safety

         D        Government/Military

         E        Tobacco

VIII     Environmental Issues

IX       Miscellaneous Items

         A        Ratification Of Auditors

         B        Limitation Of Non-Audit Services Provided By Independent
                  Auditor

         C        Audit Firm Rotation

         D        Transaction Of Other Business

         E        Motions To Adjourn The Meeting

         F        Bundled Proposals

         G        Change Of Company Name

         H        Proposals Related To The Annual Meeting

         I        Reimbursement Of Expenses Incurred From Candidate Nomination

         J        Investment Company Proxies

         K        International Proxy Voting


These Guidelines may reflect a voting position that differs from the actual
practices of the public company (ies) within the Deutsche Bank organization or
of the investment companies for which AM or an affiliate serves as investment
adviser or sponsor.

NOTE: Because of the unique structure and regulatory scheme applicable to
closed-end investment companies, the voting guidelines (particularly those
related to governance issues) generally will be inapplicable to holdings of
closed-end investment companies. As a result, determinations on the appropriate
voting recommendation for closed-end investment company shares will be made on a
case-by-case basis.


I.       Board of Directors and Executives

A.       Election of Directors

Routine: AM Policy is to vote "for" the uncontested election of directors. Votes
for a director in an uncontested election will be withheld in cases where a
director has shown an inability to perform his/her duties in the best interests
of the shareholders.

Proxy contest: In a proxy contest involving election of directors, a
case-by-case voting decision will be made based upon analysis of the issues
involved and the merits of the incumbent and dissident slates of directors. AM
will incorporate the decisions of a third party proxy research vendor,
currently, Institutional Shareholder Services ("ISS") subject to review by the
Proxy Voting Sub-Committee (GPVSC) as set forth in the AM's Proxy Voting
Policies and Procedures.

Rationale: The large majority of corporate directors fulfill their fiduciary
obligation and in most cases support for management's nominees is warranted. As
the issues relevant to a contested election differ in each instance, those cases
must be addressed as they arise.

B.       Classified Boards of Directors

AM policy is to vote against proposals to classify the board and for proposals
to repeal classified boards and elect directors annually.

Rationale: Directors should be held accountable on an annual basis. By
entrenching the incumbent board, a classified board may be used as an
anti-takeover device to the detriment of the shareholders in a hostile take-over
situation.

C.       Board and Committee Independence

AM policy is to vote:

1.       "For" proposals that require that a certain percentage (majority up to
         66 2/3%) of members of a board of directors be comprised of independent
         or unaffiliated directors.

2.       "For" proposals that require all members of a company's compensation,
         audit, nominating, or other similar committees be comprised of
         independent or unaffiliated directors.

3.       "Against" shareholder proposals to require the addition of special
         interest, or constituency, representatives to boards of directors.

4.       "For" separation of the Chairman and CEO positions.

5.       "Against" proposals that require a company to appoint a Chairman who is
         an independent director.

Rationale: Board independence is a cornerstone of effective governance and
accountability. A board that is sufficiently independent from management assures
that shareholders' interests are adequately represented. However, the Chairman
of the board must have sufficient involvement in and experience with the
operations of the company to perform the functions required of that position and
lead the company.

No director qualifies as 'independent' unless the board of directors
affirmatively determines that the director has no material relationship with the
listed company (either directly or as a partner, shareholder or officer of an
organization that has a relationship with the company).

Whether a director is in fact not "independent" will depend on the laws and
regulations of the primary market for the security and the exchanges, if any, on
which the security trades.

D.       Liability and Indemnification of Directors

AM policy is to vote "for" management proposals to limit directors' liability
and to broaden the indemnification of directors, unless broader indemnification
or limitations on directors' liability would effect shareholders' interests in
pending litigation.

Rationale: While shareholders want directors and officers to be responsible for
their actions, it is not in the best interests of the shareholders for them to
be to risk averse. If the risk of personal liability is too great, companies may
not be able to find capable directors willing to serve. We support expanding
coverage only for actions taken in good faith and not for serious violations of
fiduciary obligation or negligence.

E.       Qualifications of Directors

AM policy is to follow management's recommended vote on either management or
shareholder proposals that set retirement ages for directors or require specific
levels of stock ownership by directors.

Rationale: As a general rule, the board of directors, and not the shareholders,
is most qualified to establish qualification policies.

F.       Removal of Directors and Filling of Vacancies

AM policy is to vote "against" proposals that include provisions that directors
may be removed only for cause or proposals that include provisions that only
continuing directors may fill board vacancies.

Rationale: Differing state statutes permit removal of directors with or without
cause. Removal of directors for cause usually requires proof of self-dealing,
fraud or misappropriation of corporate assets, limiting shareholders' ability to
remove directors except under extreme circumstances. Removal without cause
requires no such showing.

Allowing only incumbent directors to fill vacancies can serve as an
anti-takeover device, precluding shareholders from filling the board until the
next regular election.

G.       Proposals to Fix the Size of the Board

AM policy is to vote:

1.       "For" proposals to fix the size of the board unless: (a) no specific
         reason for the proposed change is given; or (b) the proposal is part of
         a package of takeover defenses.

2.       "Against" proposals allowing management to fix the size of the board
         without shareholder approval.

Rationale: Absent danger of anti-takeover use, companies should be granted a
reasonable amount of flexibility in fixing the size of its board.

H.       Proposals to Restrict Chief Executive Officer's Service on Multiple
         Boards

AM policy is to vote "For" proposals to restrict a Chief Executive Officer from
serving on more than three outside boards of directors.

Rationale: Chief Executive Officer must have sufficient time to ensure that
shareholders' interests are represented adequately.

Note: A director's service on multiple closed-end fund boards within a fund
complex are treated as service on a single Board for the purpose of the proxy
voting guidelines.

I.       Proposals to Restrict Supervisory Board Members Service on Multiple
         Boards (For FFT Securities)

AM policy is to vote "for" proposals to restrict a Supervisory Board Member from
serving on more than five supervisory boards.

Rationale: We consider a strong, independent and knowledgeable supervisory board
as important counter-balance to executive management to ensure that the
interests of shareholders are fully reflected by the company.

Full information should be disclosed in the annual reports and accounts to allow
all shareholders to judge the success of the supervisory board controlling their
company.

Supervisory Board Member must have sufficient time to ensure that shareholders'
interests are represented adequately.

Note: A director's service on multiple closed-end fund boards within a fund
complex are treated as service on a single Board for the purpose of the proxy
voting guidelines.

J.       Proposals to Establish Audit Committees (For FFT and U.S. Securities)
         AM policy is to vote "for" proposals that require the establishment of
         audit committees.

Rationale: The audit committee should deal with accounting and risk management
related questions, verifies the independence of the auditor with due regard to
possible conflicts of interest. It also should determine the procedure of the
audit process.


II.      Capital Structure

A.       Authorization of Additional Shares (For U.S. Securities)

AM policy is to vote "for" proposals to increase the authorization of existing
classes of stock that do not exceed a 3:1 ratio of shares authorized to shares
outstanding for a large cap company, and do not exceed a 4:1 ratio of shares
authorized to shares outstanding for a small-midcap company (companies having a
market capitalization under one billion U.S. dollars.).

Rationale: While companies need an adequate number of shares in order to carry
on business, increases requested for general financial flexibility must be
limited to protect shareholders from their potential use as an anti-takeover
device. Requested increases for specifically designated, reasonable business
purposes (stock split, merger, etc.) will be considered in light of those
purposes and the number of shares required.

B.       Authorization of "Blank Check" Preferred Stock (For U.S. Securities)

AM policy is to vote:

1.   "Against" proposals to create blank check preferred stock or to increase
     the number of authorized shares of blank check preferred stock unless the
     company expressly states that the stock will not be used for anti-takeover
     purposes and will not be issued without shareholder approval.

2.   "For" proposals mandating shareholder approval of blank check stock
     placement.

Rationale: Shareholders should be permitted to monitor the issuance of classes
of preferred stock in which the board of directors is given unfettered
discretion to set voting, dividend, conversion and other rights for the shares
issued.

C.       Stock Splits/Reverse Stock Splits

AM policy is to vote "for" stock splits if a legitimate business purpose is set
forth and the split is in the shareholders' best interests. A vote is cast "for"
a reverse stock split only if the number of shares authorized is reduced in the
same proportion as the reverse split or if the effective increase in authorized
shares (relative to outstanding shares) complies with the proxy guidelines for
common stock increases (see, Section II.A, above.)

Rationale: Generally, stock splits do not detrimentally effect shareholders.
Reverse stock splits, however, may have the same result as an increase in
authorized shares and should be analyzed accordingly.

D.       Dual Class/Supervoting Stock

AM policy is to vote "against" proposals to create or authorize additional
shares of super-voting stock or stock with unequal voting rights.

Rationale: The "one share, one vote" principal ensures that no shareholder
maintains a voting interest exceeding their equity interest in the company.

E.       Large Block Issuance (For U.S. Securities)

AM policy is to address large block issuances of stock on a case-by-case basis,
incorporating the recommendation of an independent third party proxy research
firm (currently ISS) subject to review by the GPVSC as set forth in AM's Proxy
Policies and Procedures.

Additionally, AM supports proposals requiring shareholder approval of large
block issuances.

Rationale: Stock issuances must be reviewed in light of the business
circumstances leading to the request and the potential impact on shareholder
value.

F.       Recapitalization into a Single Class of Stock

AM policy is to vote "for" recapitalization plans to provide for a single class
of common stock, provided the terms are fair, with no class of stock being
unduly disadvantaged.

Rationale: Consolidation of multiple classes of stock is a business decision
that may be left to the board and/management if there is no adverse effect on
shareholders.

G.       Share Repurchases

AM policy is to vote "for" share repurchase plans provided all shareholders are
able to participate on equal terms.

Rationale: Buybacks are generally considered beneficial to shareholders because
they tend to increase returns to the remaining shareholders.

H.       Reductions in Par Value

AM policy is to vote "for" proposals to reduce par value, provided a legitimate
business purpose is stated (e.g., the reduction of corporate tax
responsibility.)

Rationale: Usually, adjustments to par value are a routine financial decision
with no substantial impact on shareholders.


III.     Corporate Governance Issues

A.       Confidential Voting

AM policy is to vote "for" proposals to provide for confidential voting and
independent tabulation of voting results and to vote "against" proposals to
repeal such provisions.

Rationale: Confidential voting protects the privacy rights of all shareholders.
This is particularly important for employee-shareholders or shareholders with
business or other affiliations with the company, who may be vulnerable to
coercion or retaliation when opposing management. Confidential voting does not
interfere with the ability of corporations to communicate with all shareholders,
nor does it prohibit shareholders from making their views known directly to
management.

B.       Cumulative Voting (For U.S. Securities)

AM policy is to vote "against" shareholder proposals requesting cumulative
voting and "for" management proposals to eliminate it. The protections afforded
shareholders by cumulative voting are not necessary when a company has a history
of good performance and does not have a concentrated ownership interest.
Accordingly, a vote is cast "against" cumulative voting and "for" proposals to
eliminate it if:

a)       The company has a five year return on investment greater than the
         relevant industry index,

b)       All directors and executive officers as a group beneficially own less
         than 10% of the outstanding stock, and

c)       No shareholder (or voting block) beneficially owns 15% or more of the
         company.

Thus, failure of any one of the three criteria results in a vote for cumulative
voting in accordance with the general policy.

Rationale: Cumulative voting is a tool that should be used to ensure that
holders of a significant number of shares may have board representation;
however, the presence of other safeguards may make their use unnecessary.

C.       Supermajority Voting Requirements

AM policy is to vote "against" management proposals to require a supermajority
vote to amend the charter or bylaws and to vote "for" shareholder proposals to
modify or rescind existing supermajority requirements.

*Exception made when company holds a controlling position and seeks to lower
threshold to maintain control and/or make changes to corporate by-laws.

Rationale: Supermajority voting provisions violate the democratic principle that
a simple majority should carry the vote. Setting supermajority requirements may
make it difficult or impossible for shareholders to remove egregious by-law or
charter provisions. Occasionally, a company with a significant insider held
position might attempt to lower a supermajority threshold to make it easier for
management to approve provisions that may be detrimental to shareholders. In
that case, it may not be in the shareholders interests to lower the
supermajority provision.

D.       Shareholder Right to Vote

AM policy is to vote "against" proposals that restrict the right of shareholders
to call special meetings, amend the bylaws, or act by written consent. Policy is
to vote "for" proposals that remove such restrictions.

Rationale: Any reasonable means whereby shareholders can make their views known
to management or effect the governance process should be supported.


IV.      Compensation

Annual Incentive Plans or Bonus Plans are often submitted to shareholders for
approval. These plans typically award cash to executives based on company
performance. Deutsche Bank believes that the responsibility for executive
compensation decisions rest with the board of directors and/or the compensation
committee, and its policy is not to second-guess the board's award of cash
compensation amounts to executives unless a particular award or series of awards
is deemed excessive. If stock options are awarded as part of these bonus or
incentive plans, the provisions must meet Deutsche Bank's criteria regarding
stock option plans, or similar stock-based incentive compensation schemes, as
set forth below.

A.       Establishment of a Remuneration Committee (For FFT Securities)

AM policy is to vote "for" proposals that require the establishment of a
remuneration committee.

Rationale: Corporations should disclose in each annual report or proxy statement
their policies on remuneration. Essential details regarding executive
remuneration including share options, long-term incentive plans and bonuses,
should be disclosed in the annual report, so that investors can judge whether
corporate pay policies and practices meet the standard.

The remuneration committee shall not comprise any board members and should be
sensitive to the wider scene on executive pay. It should ensure that
performance-based elements of executive pay are designed to align the interests
of shareholders.

B.       Executive and Director Stock Option Plans

AM policy is to vote "for" stock option plans that meet the following criteria:

(1)      The resulting dilution of existing shares is less than (a) 15 percent
         of outstanding shares for large capital corporations or (b) 20 percent
         of outstanding shares for small-mid capital companies (companies having
         a market capitalization under one billion U.S. dollars.)

(2)      The transfer of equity resulting from granting options at less than FMV
         is no greater than 3% of the over-all market capitalization of large
         capital corporations, or 5% of market cap for small-mid capital
         companies.

(3)      The plan does not contain express repricing provisions and, in the
         absence of an express statement that options will not be repriced; the
         company does not have a history of repricing options.

(4)      The plan does not grant options on super-voting stock.

AM will support performance-based option proposals as long as a) they do not
mandate that all options granted by the company must be performance based, and
b) only certain high-level executives are subject to receive the performance
based options.

AM will support proposals to eliminate the payment of outside director pensions.

Rationale: Determining the cost to the company and to shareholders of
stock-based incentive plans raises significant issues not encountered with
cash-based compensation plans. These include the potential dilution of existing
shareholders' voting power, the transfer of equity out of the company resulting
from the grant and execution of options at less than FMV and the authority to
reprice or replace underwater options. Our stock option plan analysis model
seeks to allow reasonable levels of flexibility for a company yet still protect
shareholders from the negative impact of excessive stock compensation.
Acknowledging that small mid-capital corporations often rely more heavily on
stock option plans as their main source of executive compensation and may not be
able to compete with their large capital competitors with cash compensation, we
provide slightly more flexibility for those companies.

C.       Employee Stock Option/Purchase Plans

AM policy is to vote for employee stock purchase plans (ESPP's) when the plan
complies with Internal Revenue Code 423, allowing non-management employees to
purchase stock at 85% of FMV.

AM policy is to vote "for" employee stock option plans (ESOPs) provided they
meet the standards for stock option plans in general. However, when computing
dilution and transfer of equity, ESOPs are considered independently from
executive and director option plans.

Rationale: ESOPs and ESPP's encourage rank-and-file employees to acquire an
ownership stake in the companies they work for and have been shown to promote
employee loyalty and improve productivity.

D.       Golden Parachutes

AM policy is to vote "for" proposals to require shareholder approval of golden
parachutes and for proposals that would limit golden parachutes to no more than
three times base compensation. Policy is to vote "against" more restrictive
shareholder proposals to limit golden parachutes.

Rationale: In setting a reasonable limitation, AM considers that an effective
parachute should be less attractive than continued employment and that the IRS
has opined that amounts greater than three times annual salary, are excessive.

E.       Proposals to Limit Benefits or Executive Compensation

AM policy is to vote "against"

1.   Proposals to limit benefits, pensions or compensation and

2.   Proposals that request or require disclosure of executive compensation
     greater than the disclosure required by Securities and Exchange Commission
     (SEC) regulations.

Rationale: Levels of compensation and benefits are generally considered to be
day-to-day operations of the company, and are best left unrestricted by
arbitrary limitations proposed by shareholders.

F.       Option Expensing

AM policy is to support proposals requesting companies to expense stock options.

Rationale: Although companies can choose to expense options voluntarily, the
Financial Accounting Standards Board (FASB) does not yet require it, instead
allowing companies to disclose the theoretical value of options as a footnote.
Because the expensing of stock options lowers earnings, most companies elect not
to do so. Given the fact that options have become an integral component of
compensation and their exercise results in a transfer of shareholder value, AM
agrees that their value should not be ignored and treated as "no cost"
compensation. The expensing of stock options would promote more modest and
appropriate use of stock options in executive compensation plans and present a
more accurate picture of company operational earnings.

G.        Management board election and motion (For FFT Securities)

AM policy is to vote "against":

o        the election of board members with positions on either remuneration or
         audit committees;

o        the election of supervisory board members with too many supervisory
         board mandates;

o        "automatic" election of former board members into the supervisory
         board.

Rationale: Management as an entity, and each of its members, are responsible for
all actions of the company, and are - subject to applicable laws and regulations
- accountable to the shareholders as a whole for their actions.

Sufficient information should be disclosed in the annual company report and
account to allow shareholders to judge the success of the company.

H.       Remuneration (variable pay): (For FFT Securities)

Executive remuneration for Management Board

AM policy is to vote "for" remuneration for Management Board that is transparent
and linked to results.

Rationale: Executive compensation should motivate management and align the
interests of management with the shareholders. The focus should be on criteria
that prevent excessive remuneration; but enable the company to hire and retain
first-class professionals.

Shareholder interests are normally best served when management is remunerated to
optimise long-term returns. Criteria should include suitable measurements like
return on capital employed or economic value added.

Interests should generally also be correctly aligned when management own shares
in the company - even more so if these shares represent a substantial portion of
their own wealth.

Its disclosure shall differentiate between fixed pay, variable (performance
related) pay and long-term incentives, including stock option plans with
valuation ranges as well as pension and any other significant arrangements.

Executive remuneration for Supervisory Board

AM policy is to vote "for" remuneration for Supervisory Board that is at least
50% in fixed form.

Rationale: It would normally be preferable if performance linked compensation
were not based on dividend payments, but linked to suitable result based
parameters. Consulting and procurement services should also be published in the
company report.

I.       Long-term incentive plans (For FFT Securities)

AM policy is to vote "for" long-term incentive plans for members of a management
board that reward for above average company performance.

Rationale: Incentive plans will normally be supported if they:

o        directly align the interests of members of management boards with those
         of shareholders;

o        establish challenging performance criteria to reward only above average
         performance;

o        measure performance by total shareholder return in relation to the
         market or a range of comparable companies;

o        are long-term in nature and encourage long-term ownership of the shares
         once exercised through minimum holding periods;

o        do not allow a repricing of the exercise price in stock option plans.

J.       Shareholder Proposals Concerning "Pay for Superior Performance"

AM policy is to address pay for superior performance proposals on a case-by-case
basis, incorporating the recommendation of an independent third party proxy
research firm (currently ISS) subject to review by the GPVSC as set forth in
AM's Proxy Policies and Procedures.

Rationale: While AM agrees that compensation issues are better left to the
discretion of management, they appreciate the need to monitor for excessive
compensation practices on a case by case basis. If, after a review of the ISS
metrics, AM is comfortable with ISS's applying this calculation and will vote
according to their recommendation.

K.       Executive Compensation Advisory

AM policy is to follow management's recommended vote on shareholder proposals to
propose an advisory resolution seeking to ratify the compensation of the
company's named executive officers (NEOs) on an annual basis.

Rationale: AM believes that controls exist within senior management and
corporate compensation committees, ensuring fair compensation to executives.
This might allow shareholders to require approval for all levels of management's
compensation.

V.       Anti-Takeover Related Issues

A.       Shareholder Rights Plans ("Poison Pills")

AM policy is to vote "for" proposals to require shareholder ratification of
poison pills or that request boards to redeem poison pills, and to vote
"against" the adoption of poison pills if they are submitted for shareholder
ratification.

Rationale: Poison pills are the most prevalent form of corporate takeover
defenses and can be (and usually are) adopted without shareholder review or
consent. The potential cost of poison pills to shareholders during an attempted
takeover outweighs the benefits.

B.       Reincorporation

AM policy is to examine reincorporation proposals on a case-by-case basis. The
voting decision is based on: (1) differences in state law between the existing
state of incorporation and the proposed state of incorporation; and (2)
differences between the existing and the proposed charter/bylaws/articles of
incorporation and their effect on shareholder rights. If changes resulting from
the proposed reincorporation violate the corporate governance principles set
forth in these guidelines, the reincorporation will be deemed contrary to
shareholder's interests and a vote cast "against."

Rationale: Reincorporations can be properly analyzed only by looking at the
advantages and disadvantages to their shareholders. Care must be taken that
anti-takeover protection is not the sole or primary result of a proposed change.

C.       Fair-Price Proposals

AM policy is to vote "for" management fair-price proposals, provided that: (1)
the proposal applies only to two-tier offers; (2) the proposal sets an objective
fair-price test based on the highest price that the acquirer has paid for a
company's shares; (3) the supermajority requirement for bids that fail the
fair-price test is no higher than two-thirds of the outstanding shares; (4) the
proposal contains no other anti-takeover provisions or provisions that restrict
shareholders rights.

A vote is cast for shareholder proposals that would modify or repeal existing
fair-price requirements that do not meet these standards.

Rationale: While fair price provisions may be used as anti-takeover devices, if
adequate provisions are included, they provide some protection to shareholders
who have some say in their application and the ability to reject those
protections if desired.

D.       Exemption from state takeover laws

AM policy is to vote "for" shareholder proposals to opt out of state takeover
laws and to vote "against" management proposals requesting to opt out of state
takeover laws.

Rationale: Control share statutes, enacted at the state level, may harm
long-term share value by entrenching management. They also unfairly deny certain
shares their inherent voting rights.

E.       Non-financial Effects of Takeover Bids

Policy is to vote "against" shareholder proposals to require consideration of
non-financial effects of merger or acquisition proposals.

Rationale: Non-financial effects may often be subjective and are secondary to
AM's stated purpose of acting in its client's best economic interest.


VI.      Mergers & Acquisitions

Evaluation of mergers, acquisitions and other special corporate transactions
(i.e., takeovers, spin-offs, sales of assets, reorganizations, restructurings
and recapitalizations) are performed on a case-by-case basis incorporating
information from an independent proxy research source (currently ISS.)
Additional resources including portfolio management and research analysts may be
considered as set forth in AM's Policies and Procedures.


VII.     Social, Environmental & Political Issues

Social and environmental issues are becoming increasingly important to corporate
success. We incorporate social and environmental considerations into both our
investment decisions and our proxy voting decisions - particularly if the
financial performance of the company could be impacted.

With increasing frequency, shareholder proposals are submitted relating to
social and political responsibility issues. Almost universally, the company
management will recommend a vote "against" these proposals. These types of
proposals cover an extremely wide range of issues. Many of the issues tend to be
controversial and are subject to more than one reasonable, yet opposing, theory
of support. More so than with other types of proxy proposals, social and
political responsibility issues may not have a connection to the economic and
corporate governance principles effecting shareholders' interests. AM's policy
regarding social and political responsibility issues, as with any other issue,
is designed to protect our client shareholders' economic interests.

Occasionally, a distinction is made between a shareholder proposal requesting
direct action on behalf of the board and a request for a report on (or
disclosure of) some information. In order to avoid unduly burdening any company
with reporting requirements, AM's policy is to vote against shareholder
proposals that demand additional disclosure or reporting than is required by the
Securities and Exchange Commission unless it appears there is a legitimate issue
and the company has not adequately addressed shareholders' concerns.

A.       Labor & Human Rights

AM policy is to vote "against" adopting global codes of conduct or workplace
standards exceeding those mandated by law.

Rationale: Additional requirements beyond those mandated by law are deemed
unnecessary and potentially burdensome to companies

B.       Diversity & Equality

1.       AM policy is to vote "against" shareholder proposals to force equal
         employment opportunity, affirmative action or board diversity.

Rationale: Compliance with State and Federal legislation along with information
made available through filings with the EEOC provides sufficient assurance that
companies act responsibly and make information public.

2.       AM policy is also to vote "against" proposals to adopt the Mac Bride
         Principles. The Mac Bride Principles promote fair employment,
         specifically regarding religious discrimination.

Rationale: Compliance with the Fair Employment Act of 1989 makes adoption of the
Mac Bride Principles redundant. Their adoption could potentially lead to charges
of reverse discrimination.

C.       Health & Safety

1.       AM policy is to vote "against" adopting a pharmaceutical price
         restraint policy or reporting pricing policy changes.

Rationale: Pricing is an integral part of business for pharmaceutical companies
and should not be dictated by shareholders (particularly pursuant to an
arbitrary formula.) Disclosing pricing policies may also jeopardize a company's
competitive position in the marketplace.

2.       AM policy is to vote "against" shareholder proposals to control the use
         or labeling of and reporting on genetically engineered products.

Rationale: Additional requirements beyond those mandated by law are deemed
unnecessary and potentially burdensome to companies.

D.       Government/Military

1.       AM policy is to vote against shareholder proposals regarding the
         production or sale of military arms or nuclear or space-based weapons,
         including proposals seeking to dictate a company's interaction with a
         particular foreign country or agency.

Rationale: Generally, management is in a better position to determine what
products or industries a company can and should participate in. Regulation of
the production or distribution of military supplies is, or should be, a matter
of government policy.

2.       AM policy is to vote "against" shareholder proposals regarding
         political contributions and donations.

Rationale: The Board of Directors and Management, not shareholders, should
evaluate and determine the recipients of any contributions made by the company.

3.       AM policy is to vote "against" shareholder proposals regarding
         charitable contributions and donations.

Rationale: The Board of Directors and Management, not shareholders, should
evaluate and determine the recipients of any contributions made by the company.

E.       Tobacco

1.       AM policy is to vote "against" shareholder proposals requesting
         additional standards or reporting requirements for tobacco companies as
         well as "against" requesting companies to report on the intentional
         manipulation of nicotine content.

Rationale: Where a tobacco company's actions meet the requirements of legal and
industry standards, imposing additional burdens may detrimentally effect a
company's ability to compete. The disclosure of nicotine content information
could affect the company's rights in any pending or future litigation.

2.       Shareholder requests to spin-off or restructure tobacco businesses will
         be opposed.

Rationale: These decisions are more appropriately left to the Board and
management, and not to shareholder mandate.


VIII.    Environmental Issues

AM policy is to follow management's recommended vote on CERES Principles or
other similar environmental mandates (e.g., those relating to Greenhouse gas
emissions or the use of nuclear power).

Rationale: Environmental issues are extensively regulated by outside agencies
and compliance with additional requirements often involves significant cost to
companies.


IX.      Miscellaneous Items

A.       Ratification of Auditors

AM policy is to vote "for" a) the management recommended selection of auditors
and b) proposals to require shareholder approval of auditors.

Rationale: Absent evidence that auditors have not performed their duties
adequately, support for management's nomination is warranted.

B.       Limitation of non-audit services provided by independent auditor

AM policy is to support proposals limiting non-audit fees to 50% of the
aggregate annual fees earned by the firm retained as a company's independent
auditor.

Rationale: In the wake of financial reporting problems and alleged audit
failures at a number of companies, AM supports the general principle that
companies should retain separate firms for audit and consulting services to
avoid potential conflicts of interest. However, given the protections afforded
by the recently enacted Sarbanes-Oxley Act of 2002 (which requires Audit
Committee pre-approval for non-audit services and prohibits auditors from
providing specific types of services), and the fact that some non-audit services
are legitimate audit-related services, complete separation of audit and
consulting fees may not be warranted. A reasonable limitation is appropriate to
help ensure auditor independence and it is reasonable to expect that audit fees
exceed non-audit fees.

C.       Audit firm rotation

AM policy is to support proposals seeking audit firm rotation unless the
rotation period sought is less than five years.

Rationale: While the Sarbanes-Oxley Act mandates that the lead audit partner be
switched every five years, AM believes that rotation of the actual audit firm
would provide an even stronger system of checks and balances on the audit
function.

D.       Transaction of Other Business

AM policy is to vote against "transaction of other business" proposals.

Rationale: This is a routine item to allow shareholders to raise other issues
and discuss them at the meeting. As the nature of these issues may not be
disclosed prior to the meeting, we recommend a vote against these proposals.
This protects shareholders voting by proxy (and not physically present at a
meeting) from having action taken at the meeting that they did not receive
proper notification of or sufficient opportunity to consider.

E.       Motions to Adjourn the Meeting

AM Policy is to vote against proposals to adjourn the meeting.

Rationale: Management may seek authority to adjourn the meeting if a favorable
outcome is not secured. Shareholders should already have had enough information
to make a decision. Once votes have been cast, there is no justification for
management to continue spending time and money to press shareholders for
support.

F.       Bundled Proposals

AM policy is to vote against bundled proposals if any bundled issue would
require a vote against it if proposed individually.

Rationale: Shareholders should not be forced to "take the good with the bad" in
cases where the proposals could reasonably have been submitted separately.

G.       Change of Company Name

AM policy is to support management on proposals to change the company name.

Rationale: This is generally considered a business decision for a company.

H.       Proposals Related to the Annual Meeting

AM Policy is to vote in favor of management for proposals related to the conduct
of the annual meeting (meeting time, place, etc.)

Rationale: These are considered routine administrative proposals.

I.       Reimbursement of Expenses Incurred from Candidate Nomination

AM policy is to follow management's recommended vote on shareholder proposals
related to the amending of company bylaws to provide for the reimbursement of
reasonable expenses incurred in connection with nominating one or more
candidates in a contested election of directors to the corporation's board of
directors.

Rationale: Corporations should not be liable for costs associated with
shareholder proposals for directors.

J.       Investment Company Proxies

Proxies solicited by investment companies are voted in accordance with the
recommendations of an independent third party, currently ISS. However, regarding
investment companies for which AM or an affiliate serves as investment adviser
or principal underwriter, such proxies are voted in the same proportion as the
vote of all other shareholders. Proxies solicited by master funds from feeder
funds will be voted in accordance with applicable provisions of Section 12 of
the Investment Company Act of 1940.

Investment companies, particularly closed-end investment companies, are
different from traditional operating companies. These differences may call for
differences in voting positions on the same matter. For example, AM could vote
"for" staggered boards of closed-end investment companies, although AM generally
votes "against" staggered boards for operating companies. Further, the manner in
which AM votes investment company proxies may differ from proposals for which a
AM-advised investment company solicits proxies from its shareholders. As
reflected in the Guidelines, proxies solicited by closed-end (and open-end)
investment companies are voted in accordance with the pre-determined guidelines
of an independent third-party.

Subject to participation agreements with certain Exchange Traded Funds ("ETF")
issuers that have received exemptive orders from the U.S. Securities and
Exchange Commission allowing investing DWS funds to exceed the limits set forth
in Section 12(d)(1)(A) and (B) of the Investment Company Act of 1940, DeAM will
echo vote proxies for ETFs in which Deutsche Bank holds more than 25% of
outstanding voting shares globally when required to do so by participation
agreements and SEC orders.

Note: With respect to the QP Trust (not registered under the Investment Company
Act of 1940), the Fund is not required to engage in echo voting and the
investment adviser will use these Guidelines, and may determine, with respect to
the QP Trust, to vote contrary to the positions in the Guidelines, consistent
with the Fund's best interest.


K.       International Proxy Voting

The above guidelines pertain to issuers organized in the United States, Canada
and Germany. Proxies solicited by other issuers are voted in accordance with
international guidelines or the recommendation of ISS and in accordance with
applicable law and regulation.

                      APPENDIX B -- RATINGS OF INVESTMENTS

A-1, A-2, Prime-1, Prime-2 and F1, F2

The ratings A-1 and A-2 are the two highest commercial paper ratings assigned by
Standard & Poor's. A short-term obligation rated 'A-1' is rated in the highest
category by Standard & Poor's. The obligor's 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 short-term obligation rated 'A-2' is 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.

The ratings Prime-1 and Prime-2 are the two highest commercial paper ratings
assigned by Moody's Investors Service, Inc. Among the factors considered by them
in assigning ratings are the following: (1) evaluation of the management of the
issuer; (2) economic evaluation of the issuer's industry or industries and an
appraisal of speculative-type risks which may be inherent in certain areas; (3)
evaluation of the issuer's products in relation to competition and customer
acceptance; (4) liquidity; (5) amount and quality of long-term debt; (6) trend
of earnings over a period of ten years; (7) financial strength of a parent
company and the relationships which exist with the issuer; and (8) recognition
by the management of obligations which may be present or may arise as a result
of public interest questions and preparations to meet such obligations. Relative
strength or weakness of the above factors determines whether the issuer's
commercial paper is rated Prime-1 or Prime-2..

The ratings F1 and F2 are the two highest commercial paper ratings assigned by
Fitch Ratings. F1 reflects highest credit quality. F1 indicates the strongest
capacity for timely payment of financial commitments; and may have an added "+"
to denote any exceptionally strong credit feature. F2 reflects good credit
quality. F2 has a satisfactory capacity for timely payment of financial
commitments, but the margin of safety is not as great as in the case of higher
ratings.

MIG-1 and MIG-2 Municipal Notes

Moody's Investors Service, Inc.'s ratings for state and municipal notes and
other short-term loans will be designated Moody's Investment Grade (MIG). This
distinction is in recognition of the differences between short-term credit risk
and long-term risk. Factors affecting the liquidity of the borrower are
uppermost in importance in short-term borrowing, while various factors of the
first importance in bond risk are of lesser importance in the short run. Loans
designated MIG-1 are of 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. Loans designated
MIG-2 are of high quality, with margins of protection ample although not so
large as in the preceding group.

STANDARD & POOR'S BOND RATINGS

AAA. This is the highest rating assigned to a debt obligation and indicates an
extremely strong capacity to pay principal and interest.

AA. Bonds rated AA also qualify as high-quality debt obligations. Capacity to
pay principal and interest is very strong, and in the majority of instances they
differ from AAA issues only in small degree.

MOODY'S INVESTORS SERVICE, INC. BOND RATINGS

Aaa. Bonds which are 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.

<PAGE>







                              INVESTORS CASH TRUST

                               Treasury Portfolio
                      DWS U.S. Treasury Money Fund Class S


                               CASH ACCOUNT TRUST

                              Tax-Exempt Portfolio
                         DWS Tax-Free Money Fund Class S














                       STATEMENT OF ADDITIONAL INFORMATION

                                 August 1, 2009

This combined Statement of Additional Information ("SAI") is not a prospectus
and should be read in conjunction with the prospectuses for the DWS U.S.
Treasury Money Fund Class S shares of the Treasury Portfolio, a series of
Investors Cash Trust, and the DWS Tax-Free Money Fund Class S shares of the
Tax-Exempt Portfolio, a series of Cash Account Trust, each dated August 1, 2009,
as amended from time to time, copies of which may be obtained without charge by
calling (800) 728-3337, through the DWS Investments Web site at
www.dws-investments.com or from the firm from which this SAI was obtained and
are available along with other materials on the Securities and Exchange
Commission's Internet Web site (http://www.sec.gov).

Portions of the Annual Report to Shareholders of DWS Tax-Free Money Fund Class S
for Tax-Exempt Portfolio, dated April 30, 2009 and DWS U.S. Treasury Money Fund
Class S for Treasury Portfolio, dated March 31, 2009 are incorporated by
reference and are hereby deemed to be part of this SAI. A copy of an Annual
Report may be obtained free of charge by calling (800) 728-3337.

This SAI is incorporated by reference into the prospectuses.




                                TABLE OF CONTENTS

                                                                          Page
                                                                          ----

INVESTMENT RESTRICTIONS......................................................2

INVESTMENT POLICIES AND TECHNIQUES...........................................3
   Investment Techniques.....................................................5

   Portfolio Holdings.......................................................15

MANAGEMENT OF THE PORTFOLIOS................................................16
   Investment Advisor.......................................................16

PORTFOLIO SERVICE PROVIDERS.................................................21
   Administrator............................................................21
   Distributor..............................................................22
   Custodian................................................................22
   Transfer Agent and Shareholder Service Agent.............................22
   Legal Counsel............................................................24
   Independent Registered Public Accounting Firm............................24
   Fund Accounting Agent....................................................24

PORTFOLIO TRANSACTIONS......................................................24

PURCHASE AND REDEMPTION OF SHARES...........................................27

DIVIDENDS...................................................................44

TAXES.......................................................................45

NET ASSET VALUE.............................................................47

BOARD MEMBERS AND OFFICERS..................................................48

TRUST ORGANIZATION..........................................................69

PROXY VOTING GUIDELINES.....................................................73

FINANCIAL STATEMENTS........................................................73

ADDITIONAL INFORMATION......................................................73

APPENDIX A -- PROXY VOTING GUIDELINES........................................74

APPENDIX B -- RATINGS OF INVESTMENTS.........................................99




This combined SAI contains information about the following two classes of
shares: DWS Tax-Free Money Fund Class S shares of Tax-Exempt Portfolio and DWS
U.S. Treasury Money Fund Class S shares of Treasury Portfolio (collectively,
"Class S"). Tax-Exempt Portfolio and Treasury Portfolio (collectively the
"Portfolios" and each a "Portfolio") are each a series, respectively of Cash
Account Trust and Investors Cash Trust (collectively the "Trusts" and each a
"Trust").

                             INVESTMENT RESTRICTIONS

The following fundamental policies may not be changed without the approval of a
majority of the outstanding voting securities of a Portfolio which, under 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 a Portfolio are present or
represented by proxy, or (2) more than 50% of the outstanding voting securities
of a Portfolio.

Except as otherwise indicated, a Portfolio's investment objective and policies
are not fundamental and may be changed without a vote of shareholders. There can
be no assurance that a Portfolio's objective will be met.

Tax-Exempt Portfolio and Treasury Portfolio, each a series of an open-end
investment management company, have each elected to be treated as diversified,
as that term is used in the 1940 Act, and as interpreted or modified by
regulatory authority having jurisdiction from time to time.

As a matter of fundamental policy, a Portfolio may not:

(1)       Borrow money, except as permitted under the 1940 Act, as amended, 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, as
          amended, 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 a Portfolio may be 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 deal in real estate or mortgages or investments
          secured by real estate or interests therein, except that a Portfolio
          reserves freedom of action to hold and to sell real estate acquired as
          a result of a Portfolio's ownership of securities.

(5)       Purchase or sell commodities, except as permitted by the 1940 Act, as
          amended, and as interpreted or modified by regulatory authority having
          jurisdiction, from time to time.

(6)       Make loans except as permitted under the 1940 Act, as amended, and as
          interpreted or modified by regulatory authority having jurisdiction,
          from time to time; or
(7)       Concentrate its investments in a particular industry (excluding US
          Government obligations for Tax-Exempt Portfolio only), as that term is
          used in the 1940 Act, as amended, and as interpreted or modified by
          regulatory authority having jurisdiction, from time to time.

Tax-Exempt Portfolio, as a nonfundamental policy that may be changed without
shareholder vote, individually may not: purchase securities of other investment
companies, except in connection with a merger, consolidation, reorganization or
acquisition of assets. In addition, the Tax-Exempt Portfolio may invest more
than 25% of its total assets in industrial development bonds.

The Treasury Portfolio, as a nonfundamental policy that may be changed without
shareholder vote, may not: (i) Borrow money in an amount greater than 5% of its
total assets, except for temporary or emergency purposes. (ii) Lend portfolio
securities in an amount greater than 5% of its total assets. (iii) Invest more
than 10% of net assets in illiquid securities.
(iv) Invest more than 10% of total assets in non-affiliated registered
investment companies.

The Portfolios will not purchase illiquid securities, including time deposits
and repurchase agreements maturing in more than seven days if, as a result
thereof, more than 10% of a Portfolio's net assets valued at the time of the
transaction would be invested in such securities.

Any investment restrictions herein which involve a maximum percentage of
securities or assets shall not be considered to be violated unless an excess
over the percentage occurs immediately after and is caused by an acquisition or
encumbrance of securities or assets of, or borrowings by a Portfolio.

                       INVESTMENT POLICIES AND TECHNIQUES

The Portfolios described in this SAI seek to provide maximum current income (and
for Tax-Exempt Portfolio, that is exempt from federal income taxes) consistent
with the stability of capital. Each Portfolio is managed to maintain a net asset
value of $1.00 per share.

Each Portfolio is a money market mutual fund designed to provide its
shareholders with professional management of short-term investment dollars. Each
Portfolio is designed for investors who seek maximum current income consistent
with stability of capital. Each Portfolio pools individual and institutional
investors' money that it uses to buy high quality money market instruments. Each
Trust is a series investment company that is able to provide investors with a
choice of separate investment portfolios. Cash Account Trust currently offers
three investment portfolios: Money Market Portfolio and Government & Agency
Securities Portfolio (which are not offered in this SAI) and Tax-Exempt
Portfolio. Investors Cash Trust currently offers one investment portfolio, the
Treasury Portfolio. A Portfolio's investments are subject to price fluctuations
resulting from rising or declining interest rates and are subject to the ability
of the issuers of such investments to make payment at maturity. Each Portfolio
is designed for investors who want to avoid the fluctuations of principal
commonly associated with equity or long-term bond investments. There can be no
guarantee that a Portfolio will achieve its investment objective or that it will
maintain a net asset value of $1.00 per share.

Tax-Exempt Portfolio. Tax-Exempt Portfolio seeks to provide maximum current
income that is exempt from federal income taxes to the extent consistent with
stability of capital. The Portfolio pursues its investment objective primarily
through a professionally managed, diversified portfolio of short-term high
quality tax-exempt municipal obligations. Under normal circumstances, at least
80% of the Portfolio's net assets will, as a fundamental policy, be invested in
obligations issued by or on behalf of states, territories and possessions of the
United States and the District of Columbia and their political subdivisions,
agencies and instrumentalities ("Municipal Securities") the income from which is
exempt from regular federal income tax and federal alternative minimum tax
("AMT"). In compliance with the position of the staff of the Securities and
Exchange Commission ("SEC"), the Portfolio does not consider certain "private
activity" bonds (i.e., those subject to AMT to be Municipal Securities for
purposes of the 80% limitation. This is a fundamental policy so long as the SEC
staff maintains its position, after which it would become nonfundamental.

The Portfolio may purchase securities that provide for the right to resell them
to an issuer, bank or dealer at an agreed upon price or yield within a specified
period prior to the maturity date of such securities. Such a right to resell is
referred to as a "Standby Commitment." Securities may cost more with Standby
Commitments than without them. Standby Commitments will be entered into solely
to facilitate portfolio liquidity. A Standby Commitment may be exercised before
the maturity date of the related Municipal Security if the Portfolio's advisor,
Deutsche Investment Management Americas Inc. ("DIMA" or the "Advisor"), revises
its evaluation of the creditworthiness of the underlying security or of the
entity issuing the Standby Commitment. The Portfolio's policy is to enter into
Standby Commitments only with issuers, banks or dealers that are determined by
the Advisor to present minimal credit risks. If an issuer, bank or dealer should
default on its obligation to repurchase an underlying security, the Portfolio
might be unable to recover all or a portion of any loss sustained from having to
sell the security elsewhere.

The Portfolio may purchase and sell Municipal Securities on a when-issued or
delayed delivery basis. A when-issued or delayed delivery transaction arises
when securities are bought or sold for future payment and delivery to secure
what is considered to be an advantageous price and yield to the Portfolio at the
time it enters into the transaction. In determining the maturity of portfolio
securities purchased on a when-issued or delayed delivery basis, the Portfolio
will consider them to have been purchased on the date when it committed itself
to the purchase.

A security purchased on a when-issued basis, like all securities held by the
Portfolio, is subject to changes in market value based upon changes in the level
of interest rates and investors' perceptions of the creditworthiness of the
issuer. Generally such securities will appreciate in value when interest rates
decline and decrease in value when interest rates rise. Therefore if, in order
to achieve higher interest income, the Portfolio remains substantially fully
invested at the same time that it has purchased securities on a when-issued
basis, there will be a greater possibility that the market value of the
Portfolio's assets will vary from $1.00 per share because the value of a
when-issued security is subject to market fluctuation and no interest accrues to
the purchaser prior to settlement of the transaction.

The Portfolio will only make commitments to purchase Municipal Securities on a
when-issued or delayed delivery basis with the intention of actually acquiring
the securities, but the Portfolio reserves the right to sell these securities
before the settlement date if deemed advisable. The sale of these securities may
result in the realization of gains that are not exempt from federal income tax.

In seeking to achieve its investment objective, the Portfolio may invest all or
any part of its assets in Municipal Securities that are industrial development
bonds. Moreover, although the Portfolio does not currently intend to do so on a
regular basis, it may invest more than 25% of its assets in Municipal Securities
that are repayable out of revenue streams generated from economically related
projects or facilities, if such investment is deemed necessary or appropriate by
the Advisor. To the extent that the Portfolio's assets are concentrated in
Municipal Securities payable from revenues on economically related projects and
facilities, the Portfolio will be subject to the risks presented by such
projects to a greater extent than it would be if the Portfolio's assets were not
so concentrated.

Temporary Defensive Position. In response to adverse political, economic or
market events, Tax-Exempt Portfolio may adopt a temporary defensive position in
which it places more than 20% of the Portfolio's assets in high quality money
market investments that are subject to federal income tax. To the extent that
the Portfolio may do so, it may not meet its goal of a high level of current
federal income tax-exempt income.

Treasury Portfolio. The Portfolio seeks to provide maximum current income
consistent with stability of capital. The Portfolio pursues its investment
objective by investing in short-term US Treasury securities and repurchase
agreements backed by US Treasury securities. All securities purchased have a
remaining maturity of 397 days or less. The timely payment of principal and
interest on these securities in the Portfolio is backed by the full faith and
credit of the US Government. The Portfolio may invest up to 10% of its total
assets in other money market mutual funds in accordance with applicable
regulations. The other money market funds in which the Portfolio may invest will
be non-affiliated funds; will be rated in the highest category by a nationally
recognized statistical rating organization; will be determined by the Advisor to
have investment objectives and policies comparable to those of the Portfolio;
and will pursue their investment objectives through investments in securities
that are substantially similar to the securities in which the Portfolio may
invest. The shares of any such money market fund in which the Portfolio may
invest would not be guaranteed by the US government, its agencies or
instrumentalities. See below for information regarding variable rate securities
and repurchase agreements.

Investment Techniques

Descriptions in this SAI of a particular investment practice or technique in
which a Portfolio may engage or a financial instrument which a Portfolio may
purchase are meant to describe the spectrum of investments that the Advisor, in
its discretion, might, but is not required to, use in managing a Portfolio's
assets. The Advisor may, in its discretion, at any time, employ such practice,
technique or instrument for one or more funds but not for all funds advised by
it. Furthermore, it is possible that certain types of financial instruments or
investment techniques described herein may not be available, permissible,
economically feasible or effective for their intended purposes in all markets.
Certain practices, techniques, or instruments may not be principal activities of
a Portfolio, but, to the extent employed, could, from time to time, have a
material impact on a Portfolio's performance.

It is possible that certain investment practices and techniques described below
may not be permissible for a Portfolio based on its investment restrictions, as
described herein and in the applicable prospectus of a Portfolio.

Bank and Savings and Loan Obligations. These obligations include negotiable
certificates of deposit, bankers' acceptances, deposit notes, fixed time
deposits or other short-term bank obligations. Certificates of deposit are
negotiable certificates evidencing the obligations of a bank to repay funds
deposited with it for a specified period of time. A Portfolio may invest in
certificates of deposit of large domestic banks and their foreign branches,
large US regulated subsidiaries of large foreign banks, and of smaller banks as
described below. Although a Portfolio recognizes that the size of a bank is
important, this fact alone is not necessarily indicative of its
creditworthiness. Investment in certificates of deposit issued by foreign
branches of domestic banks involves investment risks that are different in some
respects from those associated with investment in certificates of deposit issued
by domestic branches of domestic banks, including the possible imposition of
withholding taxes on interest income, the possible adoption of foreign
governmental restrictions which might adversely affect the payment of principal
and interest on such certificates of deposit, or other adverse political or
economic developments. In addition, it might be more difficult to obtain and
enforce a judgment against a foreign branch of a domestic bank.

A Portfolio may also invest in certificates of deposit issued by banks and
savings and loan institutions which had, at the time of their most recent annual
financial statements, total assets of less than $1 billion, provided that (i)
the principal amounts of such certificates of deposit are insured by an agency
of the US Government, (ii) at no time will a Portfolio hold more than $100,000
principal amount of certificates of deposit of any one such bank, and (iii) at
the time of acquisition, no more than 10% of a Portfolio's assets (taken at
current value) are invested in certificates of deposit of such banks having
total assets not in excess of $1 billion.

Banker's acceptances are credit instruments evidencing the obligations of a bank
to pay a draft drawn on it by a customer. These instruments reflect the
obligation both of the bank and of the drawer to pay the face amount of the
instrument upon maturity.

Time deposits are non-negotiable deposits maintained in a banking institution
for a specified period of time at a stated interest rate. Time deposits which
may be held by a Portfolio will not benefit from insurance from the Bank
Insurance Fund or the Savings Association Insurance Fund administered by the
Federal Deposit Insurance Corporation. Fixed time deposits may be withdrawn on
demand by the investor, but may be subject to early withdrawal penalties that
vary with market conditions and the remaining maturity of the obligation. Fixed
time deposits subject to withdrawal penalties maturing in more than seven
calendar days are subject to a Portfolio's limitation on investments in illiquid
securities.

Certificates of Participation (Tax-Exempt Portfolio Only). A Portfolio may
purchase high quality Certificates of Participation in trusts that hold
Municipal Securities. A Certificate of Participation gives a fund an undivided
interest in the Municipal Security in the proportion that a Portfolio's interest
bears to the total principal amount of the Municipal Security. These
Certificates of Participation may be variable rate or fixed rate. A Certificate
of Participation may be backed by an irrevocable letter of credit or guarantee
of a financial institution that satisfies rating agencies as to the credit
quality of the Municipal Security supporting the payment of principal and
interest on the Certificate of Participation. Payments of principal and interest
would be dependent upon the underlying Municipal Security and may be guaranteed
under a letter of credit to the extent of such credit. The quality rating by a
rating service of an issue of Certificates of Participation is based primarily
upon the rating of the Municipal Security held by the trust and the credit
rating of the issuer of any letter of credit and of any other guarantor
providing credit support to the issue. The Advisor considers these factors as
well as others, such as any quality ratings issued by the rating services
identified above, in reviewing the credit risk presented by a Certificate of
Participation and in determining whether the Certificate of Participation is
appropriate for investment by a Portfolio. It is anticipated by the Advisor
that, for most publicly offered Certificates of Participation, there will be a
liquid secondary market or there may be demand features enabling a fund to
readily sell its Certificates of Participation prior to maturity to the issuer
or a third party. As to those instruments with demand features, a Portfolio
intends to exercise its right to demand payment from the issuer of the demand
feature only upon a default under the terms of the Municipal Security, as needed
to provide liquidity to meet redemptions, or to maintain a high quality
investment portfolio.

Illiquid Securities and Restricted Securities. A Portfolio may purchase
securities that are subject to legal or contractual restrictions on resale
("restricted securities"). Generally speaking, restricted securities may be sold
(i) only to qualified institutional buyers; (ii) in a privately negotiated
transaction to a limited number of purchasers; (iii) in limited quantities after
they have been held for a specified period of time and other conditions are met
pursuant to an exemption from registration; or (iv) in a public offering for
which a registration statement is in effect under the Securities Act of 1933, as
amended (the "1933 Act"). Issuers of restricted securities may not be subject to
the disclosure and other investor protection requirements that would be
applicable if their securities were publicly traded.

Restricted securities are often illiquid, but they may also be liquid. For
example, restricted securities that are eligible for resale under Rule 144A are
often deemed to be liquid.

A Portfolio's Board of Trustees has approved guidelines for use by the Advisor
in determining whether a security is liquid or illiquid. Among the factors the
Advisor may consider in reaching liquidity decisions relating to Rule 144A
securities are: (1) the frequency of trades and quotes for the security; (2) the
number of dealers wishing to purchase or sell the security and the number of
other potential purchasers; (3) dealer undertakings to make a market in the
security; and (4) the nature of the security and the nature of the market for
the security (i.e., the time needed to dispose of the security, the method of
soliciting offers, and the mechanics of the transfer issuers of restricted
securities may not be subject to the disclosure and other investor protection
requirements that would be applicable if their securities were publicly traded.
Where a registration statement is required for the resale of restricted
securities, a Portfolio may be required to bear all or part of the registration
expenses. A Portfolio may be deemed to be an "underwriter" for purposes of the
1933 Act, when selling restricted securities to the public and, in such event, a
Portfolio may be liable to purchasers of such securities if the registration
statement prepared by the issuer is materially inaccurate or misleading.

A Portfolio may also purchase securities that are not subject to legal or
contractual restrictions on resale, but that are deemed illiquid. Such
securities may be illiquid, for example, because there is a limited trading
market for them.

A Portfolio may be unable to sell a restricted or illiquid security. In
addition, it may be more difficult to determine a market value for restricted or
illiquid securities. Moreover, if adverse market conditions were to develop
during the period between a Portfolio's decision to sell a restricted or
illiquid security and the point at which a Portfolio is permitted or able to
sell such security, a Portfolio might obtain a price less favorable than the
price that prevailed when it decided to sell. This investment practice,
therefore, could have the effect of increasing the level of illiquidity of a
Portfolio.

Impact of Large Redemptions and Purchases of Portfolio Shares. From time to
time, shareholders of a Portfolio (which may include affiliated and/or
non-affiliated registered investment companies that invest in a Portfolio) may
make relatively large redemptions or purchases of Portfolio shares. These
transactions may cause a Portfolio 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 a Portfolio's performance to the extent that a Portfolio 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 a Portfolio's expense ratio.

Industrial Development and Pollution Control Bonds (Tax-Exempt Portfolio Only).
Industrial Development and Pollution Control Bonds (which are types of private
activity bonds), although nominally issued by municipal authorities, are
generally not secured by the taxing power of the municipality but are secured by
the revenues of the authority derived from payments by the industrial user.
Under federal income tax legislation, certain types of Industrial Development
Bonds and Pollution Control Bonds may no longer be issued on a tax-exempt basis,
although previously issued bonds of these types and certain refundings of such
bonds are not affected. For the purposes of a Portfolio's investment limitation
regarding concentration of investments in any one industry, industrial
development or other private activity bonds ultimately payable by companies
within the same industry will be considered as if they were issued by issuers in
the same industry.

Interfund Borrowing and Lending Program. The Trusts, on behalf of the
Portfolios, have received exemptive relief from the SEC which permits a fund to
participate in an interfund borrowing and lending program among certain
investment companies advised by the Advisor. The interfund borrowing and lending
program allows the participating funds to borrow money from and loan money to
each other for temporary or emergency purposes. The program is subject to a
number of conditions designed to ensure fair and equitable treatment of all
participating funds, including the following: (1) no fund may borrow money
through the program unless it receives a more favorable interest rate than a
rate approximating the lowest interest rate at which bank loans would be
available to any of the participating funds under a loan agreement; and (2) no
fund may lend money through the program unless it receives a more favorable
return than that available from an investment in repurchase agreements and, to
the extent applicable, money market cash sweep arrangements. In addition, a fund
may participate in the program only if and to the extent that such participation
is consistent with the fund's investment objectives and policies (for instance,
money market funds would normally participate only as lenders and tax exempt
funds only as borrowers). Interfund loans and borrowings may extend overnight,
but could have a maximum duration of seven days. Loans may be called on one
day's notice. A Portfolio may have to borrow from a bank at a higher interest
rate if an interfund loan is called or not renewed. Any delay in repayment to a
lending fund could result in a lost investment opportunity or additional costs.
The program is subject to the oversight and periodic review of the Boards of the
participating funds. To the extent a Portfolio is actually engaged in borrowing
through the interfund lending program, a Portfolio, as a matter of
nonfundamental policy, may not borrow except in accordance with its fundamental
and nonfundamental policies.

Investment Company Securities. A Portfolio may acquire securities of other
investment companies to the extent consistent with its investment objective and
investment policies and subject to the limitations of the 1940 Act. A Portfolio
will indirectly bear its proportionate share of any management fees and other
expenses paid by such other investment companies.

Letters of Credit (Tax-Exempt Portfolio Only). Municipal obligations, including
certificates of participation, commercial paper and other short-term
obligations, may be backed by an irrevocable letter of credit of a bank which
assumes the obligation for payment of principal and interest in the event of
default by the issuer. Only banks which, in the opinion of the Advisor, are of
investment quality comparable to other permitted investments of a fund may be
used for letter of credit backed investments.

Maintenance of $1.00 Net Asset Value, Credit Quality and Portfolio Maturity.
Pursuant to Rule 2a-7 of the 1940 Act, a Portfolio effects sales, redemptions
and repurchases at the net asset value per share, normally $1.00. In fulfillment
of its responsibilities under that rule, a Portfolio's Board has approved
policies established by the Advisor reasonably calculated to prevent a
Portfolio's net asset value per share from deviating from $1.00 except under
unusual or extraordinary circumstances and a Portfolio's Board will periodically
review the Advisor's operations under such policies at regularly scheduled Board
meetings. Those policies include a weekly monitoring by the Advisor of
unrealized gains and losses in a Portfolio, and when necessary, in an effort to
avoid deviation, taking corrective action, such as adjusting the maturity of a
Portfolio, or, if possible, realizing gains or losses to offset in part
unrealized losses or gains. The result of those policies may be that the yield
on shares of a Portfolio will be lower than would be the case if the policies
were not in effect. Such policies also provide for certain action to be taken
with respect to portfolio securities which experience a downgrade in rating or
suffer a default.

Securities eligible for investment by a Portfolio are those securities which are
generally rated (or issued by an issuer with comparable securities rated) in one
of the two highest short-term rating categories by at least two rating services
(or by one rating service, if no other rating agency has issued a rating with
respect to that security); 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. A Portfolio will not invest more than 5% of its total assets in the
securities of a single issuer, other than the US Government. A Portfolio may,
however, invest more than 5% of its total assets in the first tier securities
(as defined in Rule 2a-7) of a single issuer for a period of up to three
business days after purchase, although a Portfolio may not make more than one
such investment at any time during such period. A Portfolio may not invest more
than 5% of its total assets in securities which were second tier securities (as
defined in Rule 2a-7) when acquired by a Portfolio. Further, a Portfolio may not
invest more than the greater of (1) 1% of its total assets, or (2) one million
dollars, in the securities of a single issuer which were second tier securities
(as defined in Rule 2a-7) when acquired by the fund. For a description of these
ratings, see "Appendix B -- Ratings of Investments" in this SAI.

The assets of a Portfolio consist entirely of cash items and investments having
an effective maturity date of 397 calendar days (approximately 13 months) or
less from the date of purchase (including investment in repurchase agreements,
in which case maturity is measured by the repurchase date, without respect to
the maturity of the underlying obligation). The term "Government & Agency
Securities," as used herein, means securities issued or guaranteed as to
principal or interest by the US Government, its agencies or instrumentalities. A
Portfolio will be managed so that the average maturity of all instruments (on a
dollar-weighted basis) will be 90 days or less. The average maturity of a
Portfolio will vary according to the management's appraisal of money market
conditions. A Portfolio will invest only in securities determined by the
Advisor, pursuant to procedures adopted by the Board, to be of high quality with
minimal credit risks.

Municipal Lease Obligations and Participation Interests (Tax-Exempt Portfolio
Only). Participation interests represent undivided interests in municipal
leases, installment purchase contracts, conditional sales contracts or other
instruments. These are typically issued by a trust or other entity which has
received an assignment of the payments to be made by the state or political
subdivision under such leases or contracts. They may be variable rate or fixed
rate.

A Portfolio may purchase from banks participation interests in all or part of
specific holdings of municipal obligations, provided the participation interest
is fully insured. Each participation is backed by an irrevocable letter of
credit or guarantee of the selling bank that the Advisor has determined meets
the prescribed quality standards of a Portfolio. Therefore, either the credit of
the issuer of the municipal obligation or the selling bank, or both, will meet
the quality standards of the particular fund. A Portfolio has the right to sell
the participation back to the bank after seven days' notice for the full
principal amount of a Portfolio's interest in the municipal obligation plus
accrued interest, but only (i) as required to provide liquidity to a Portfolio,
(ii) to maintain a high quality investment portfolio or (iii) upon a default
under the terms of the municipal obligation. The selling bank will receive a fee
from a Portfolio in connection with the arrangement. A Portfolio will not
purchase participation interests unless in the opinion of bond counsel, counsel
for the issuers of such participations or counsel selected by the Advisor, the
interest from such participations is exempt from regular federal income tax for
a Portfolio.

A municipal lease obligation may take the form of a lease, installment purchase
contract or conditional sales contract which is issued by a state or local
government and authorities to acquire land, equipment and facilities. Income
from such obligations is generally exempt from state and local taxes in the
state of issuance. Municipal lease obligations frequently involve special risks
not normally associated with general obligations or revenue bonds. Leases and
installment purchase or conditional sale contracts (which normally provide for
title in the leased asset to pass eventually to the governmental issuer) have
evolved as a means for governmental issuers to acquire property and equipment
without meeting the constitutional and statutory requirements for the issuance
of debt. The debt issuance limitations are deemed to be inapplicable because of
the inclusion in many leases or contracts of "non-appropriation" clauses that
relieve the governmental issuer of any obligation to make future payments under
the lease or contract unless money is appropriated for such purpose by the
appropriate legislative body on a yearly or other periodic basis. In addition,
such leases or contracts may be subject to the temporary abatement of payments
in the event the issuer is prevented from maintaining occupancy of the leased
premises or utilizing the leased equipment. Although the obligations may be
secured by the leased equipment or facilities, the disposition of the property
in the event of nonappropriation or foreclosure might prove difficult, time
consuming and costly, and result in a delay in recovery or the failure to fully
recover a Portfolio's original investment. A Portfolio may also invest in a
municipal lease obligation by purchasing a participation interest in a municipal
lease obligation.

Certain municipal lease obligations and participation interests may be deemed
illiquid for the purpose of a Portfolio's limitation on investments in illiquid
securities. Other municipal lease obligations and participation interests
acquired by a Portfolio may be determined by the Advisor to be liquid securities
for the purpose of such limitation. In determining the liquidity of municipal
lease obligations and participation interests, the Advisor will consider a
variety of factors including: (1) the willingness of dealers to bid for the
security; (2) the number of dealers willing to purchase or sell the obligation
and the number of other potential buyers; (3) the frequency of trades or quotes
for the obligation; and (4) the nature of the marketplace trades. In addition,
the Advisor will consider factors unique to particular lease obligations and
participation interests affecting the marketability thereof. These include the
general creditworthiness of the issuer, the importance to the issuer of the
property covered by the lease and the likelihood that the marketability of the
obligation will be maintained throughout the time the obligation is held by a
Portfolio.

A Portfolio may purchase participation interests in municipal lease obligations
held by a commercial bank or other financial institution. Such participations
provide a Portfolio with the right to a pro rata undivided interest in the
underlying municipal lease obligations. In addition, such participations
generally provide a Portfolio with the right to demand payment, on not more than
seven days' notice, of all or any part of such Portfolio's participation
interest in the underlying municipal lease obligation, plus accrued interest.

Municipal Securities (Tax-Exempt Portfolio Only). Certain Municipal Securities,
such as industrial development bonds, are issued by or on behalf of public
authorities to obtain funds for purposes including privately operated airports,
housing, conventions, trade shows, ports, sports, parking or pollution control
facilities or for facilities for water, gas, electricity or sewage and solid
waste disposal. Such obligations, which may include lease arrangements, are
included within the term Municipal Securities if the interest paid thereon is
exempt from federal income tax. Other types of industrial development bonds, the
proceeds of which are used for the construction, equipment, repair or
improvement of privately operated industrial or commercial facilities, may
constitute Municipal Securities, although current federal tax laws place
substantial limitations on the size of such issues.

Municipal Securities which a Portfolio may purchase include, without limitation,
debt obligations issued to obtain funds for various public purposes, including
the construction of a wide range of public facilities such as airports, bridges,
highways, housing, hospitals, mass transportation, public utilities, schools,
streets, and water and sewer works. Other public purposes for which Municipal
Securities may be issued include refunding outstanding obligations, obtaining
funds for general operating expenses and obtaining funds to loan to other public
institutions and facilities.

Tax anticipation notes typically are sold to finance working capital needs of
municipalities in anticipation of receiving property taxes on a future date.
Bond anticipation notes are sold on an interim basis in anticipation of a
municipality issuing a longer-term bond in the future. Revenue anticipation
notes are issued in expectation of receipt of other types of revenue such as
those available under the Federal Revenue Sharing Program. Construction loan
notes are instruments insured by the Federal Housing Administration with
permanent financing by Fannie Mae or "Ginnie Mae" (the Government National
Mortgage Association) at the end of the project construction period.
Pre-refunded municipal bonds are bonds which are not yet refundable, but for
which securities have been placed in escrow to refund an original municipal bond
issue when it becomes refundable. Tax-free commercial paper is an unsecured
promissory obligation issued or guaranteed by a municipal issuer. A fund may
purchase other Municipal Securities similar to the foregoing, which are or may
become available, including securities issued to pre-refund other outstanding
obligations of municipal issuers.

A Portfolio will invest in Municipal Securities that at the time of purchase:
(a) are rated within the two highest-ratings for Municipal Securities assigned
by Moody's (Aaa or Aa) or assigned by S&P (AAA or AA); (b) are guaranteed or
insured by the US Government as to the payment of principal and interest; (c)
are fully collateralized by an escrow of US Government securities acceptable to
a Portfolio's Advisor; (d) have at the time of purchase Moody's short-term
Municipal Securities rating of MIG-2 or higher or a municipal commercial paper
rating of P-2 or higher, or S&P's municipal commercial paper rating of A-2 or
higher; (e) are unrated, if longer term Municipal Securities of that issuer are
rated within the two highest rating categories by Moody's or S&P; or (f) are
determined to be at least equal in quality to one or more of the above ratings
in the discretion of a Portfolio's Advisor. See "Appendix B" for a more detailed
discussion of the Moody's and S&P ratings outlined above. In addition, a
Portfolio limits its investments to securities that meet the quality
requirements of Rule 2a-7 under the 1940 Act. See "Net Asset Value."

Dividends representing net tax-exempt interest income received by Tax-Exempt
Portfolio on Municipal Securities may be exempt from regular federal income tax
when distributed to the Portfolio's shareholders. Please refer to the section in
this SAI entitled "Taxes" for more information concerning the federal income tax
treatment of dividends representing net tax-exempt interest income received by
Tax-Exempt Portfolio on Municipal Securities. Such dividend income may be
subject to state and local taxes. Tax-Exempt Portfolio's assets will consist of
Municipal Securities, taxable temporary investments as described below and cash.
A Portfolio considers short-term Municipal Securities to be those that have a
remaining maturity of 397 calendar days (approximately 13 months) or less.
Examples of Municipal Securities that are issued with original maturities of one
year or less are short-term tax anticipation notes, bond anticipation notes,
revenue anticipation notes, construction loan notes, pre-refunded municipal
bonds, warrants and tax-free commercial paper.

Municipal Securities generally are classified as "general obligation" or
"revenue" issues. General obligation bonds are secured by the issuer's pledge of
its full credit and taxing power for the payment of principal and interest.
Revenue bonds are payable only from the revenues derived from a particular
facility or class of facilities or, in some cases, from the proceeds of a
special excise tax or other specific revenue source such as the user of the
facility being financed. Industrial development bonds held by a Portfolio is in
most cases revenue bonds and generally are not payable from the unrestricted
revenues of the issuer, and do not constitute the pledge of the credit of the
issuer of such bonds. Among other types of instruments, a fund may purchase
tax-exempt commercial paper, warrants and short-term municipal notes such as tax
anticipation notes, bond anticipation notes, revenue anticipation notes,
construction loan notes and other forms of short-term loans. Such notes are
issued with a short-term maturity in anticipation of the receipt of tax
payments, the proceeds of bond placements or other revenues. A Portfolio may
invest in short-term "private activity" bonds.

The federal bankruptcy statutes relating to the adjustments of debts of
political subdivisions and authorities of states of the United States provide
that, in certain circumstances, such subdivisions or authorities may be
authorized to initiate bankruptcy proceedings without prior notice to or consent
of creditors, which proceedings could result in material adverse changes in the
rights of holders of obligations issued by such subdivisions or authorities.

Litigation challenging the validity under state constitutions of present systems
of financing public education has been initiated or adjudicated in a number of
states and legislation has been introduced to effect changes in public school
finances in some states. In other instances, there has been litigation
challenging the issuance of pollution control revenue bonds or the validity of
their issuance under state or federal law that ultimately could affect the
validity of those Municipal Securities or the federal income tax-free nature of
the interest thereon.

Municipal Trust Receipts (Tax-Exempt Portfolio Only). Tax-Exempt Portfolio may
invest up to 50% of its net assets in municipal trust receipts ("MTRs"). An
additional 10% of the Portfolio's net assets may also be invested in MTRs on a
temporary basis at the Advisor's discretion to manage inflows into the
Portfolio. MTRs are sometimes called municipal asset-backed securities, floating
rate trust certificates, or municipal securities trust receipts. MTRs are
typically structured by a bank, broker-dealer or other financial institution by
depositing municipal securities into a trust or partnership, coupled with a
conditional right to sell, or put, the holder's interest in the underlying
securities at par plus accrued interest to a financial institution. MTRs may be
issued as fixed or variable rate instruments. These trusts are organized so that
the purchaser of the MTR would be considered to be investing for federal income
tax purposes in the underlying municipal securities. This structure is intended
to allow the federal income tax-exempt status of interest generated by the
underlying asset to pass through to the purchaser. The Portfolio's investments
in MTRs are subject to similar risks as other investments in debt obligations,
including interest rate risk, credit risk and security selection risk.
Additionally, investments in MTRs raise certain tax issues that may not be
presented by direct investments in municipal bonds. There is some risk that
certain issues could be resolved in a manner that could adversely impact the
performance of the Portfolio. The Portfolio expects to invest in MTRs for which
a legal opinion has been given to the effect that the income from an MTR is
tax-exempt for federal income tax purposes to the same extent as the underlying
bond(s), although it is possible that the Internal Revenue Service (the "IRS")
will take a different position and there is a risk that the interest paid on
such MTRs would be deemed taxable.

Repurchase Agreements. A Portfolio may invest in repurchase agreements, which
are instruments under which a Portfolio acquires ownership of a security from a
broker-dealer or bank that agrees to repurchase the security at a mutually
agreed upon time and price (which price is higher than the purchase price),
thereby determining the yield during a Portfolio's holding period. Maturity of
the securities subject to repurchase may exceed one year. In the event of a
bankruptcy or other default of a seller of a repurchase agreement, a Portfolio
might have expenses in enforcing its rights, and could experience losses,
including a decline in the value of the underlying securities and loss of
income.

A Portfolio may enter into repurchase agreements with any member bank of the
Federal Reserve System or any domestic broker/dealer which is recognized as a
reporting government securities dealer if the creditworthiness of the bank or
broker/dealer has been determined by the Advisor to be at least as high as that
of other obligations a Portfolio may purchase or to be at least equal to that of
issuers of commercial paper rated within the two highest grades assigned by
Moody's, S&P or Fitch.

A repurchase agreement provides a means for a fund to earn taxable income on
funds for periods as short as overnight. It is an arrangement under which the
purchaser (i.e., a Portfolio) acquires a security ("Obligation") and the seller
agrees, at the time of sale, to repurchase the Obligation at a specified time
and price. Securities subject to a repurchase agreement are held in a segregated
account and the value of such securities kept at least equal to the repurchase
price on a daily basis. The repurchase price may be higher than the purchase
price, the difference being income to a fund, or the purchase and repurchase
prices may be the same, with interest at a stated rate due to a fund together
with the repurchase price on the date of repurchase. In either case, the income
to a fund (which is taxable for federal income tax purposes) is unrelated to the
interest rate on the Obligation itself. Obligations will be held by the
custodian or in the Federal Reserve Book Entry system.

It is not clear whether a court would consider the Obligation purchased by a
Portfolio subject to a repurchase agreement as being owned by that Portfolio or
as being collateral for a loan by a Portfolio to the seller. In the event of the
commencement of bankruptcy or insolvency proceedings with respect to the seller
of the Obligation before repurchase of the Obligation under a repurchase
agreement, a Portfolio may encounter delay and incur costs before being able to
sell the security. Delays may involve loss of interest or decline in price of
the Obligation. If the court characterized the transaction as a loan and a
Portfolio has not perfected an interest in the Obligation, a Portfolio may be
required to return the Obligation to the seller's estate and be treated as an
unsecured creditor of the seller. As an unsecured creditor, a Portfolio is at
risk of losing some or all of the principal and income involved in the
transaction. As with any unsecured debt obligation purchased for a Portfolio,
the Advisor seeks to minimize the risk of loss through repurchase agreements by
analyzing the creditworthiness of the obligor, in this case the seller of the
Obligation. Apart from the risk of bankruptcy or insolvency proceedings, there
is also the risk that the seller may fail to repurchase the Obligation, in which
case a Portfolio may incur a loss if the proceeds to a Portfolio of the sale to
a third party are less than the repurchase price. However, if the market value
of the Obligation subject to the repurchase agreement becomes less than the
repurchase price (including interest), a Portfolio will direct the seller of the
Obligation to deliver additional securities so that the market value of all
securities subject to the repurchase agreement will equal or exceed the
repurchase price. It is possible that a Portfolio will be unsuccessful in
seeking to enforce the seller's contractual obligation to deliver additional
securities.

Commercial Paper. Subject to its investment objectives and policies, a Portfolio
may invest in commercial paper issued by major corporations under the 1933 Act
in reliance on the exemption from registration afforded by Section 3(a)(3)
thereof. Such commercial paper may be issued only to finance current
transactions and must mature in nine months or less. Trading of such commercial
paper is conducted primarily by institutional investors through investment
dealers, and individual investor participation in the commercial paper market is
very limited. A Portfolio also may invest in commercial paper issued in reliance
on the so-called "private placement" exemption from registration afforded by
Section 4(2) of the 1933 Act ("Section 4(2) paper"). Section 4(2) paper is
restricted as to disposition under the federal securities laws, and generally is
sold to institutional investors such as a Portfolio who agrees that they are
purchasing the paper for investment and not with a view to public distribution.
Any resale by the purchaser must be in an exempt transaction. Section 4(2) paper
normally is resold to other institutional investors like a Portfolio through or
with the assistance of the issuer or investment dealers who make a market in the
Section 4(2) paper, thus providing liquidity. The Advisor considers the legally
restricted but readily saleable Section 4(2) paper to be liquid; however,
pursuant to procedures approved by a Portfolio's Board, if a particular
investment in Section 4(2) paper is not determined to be liquid, that investment
will be included within the limitation of a Portfolio on illiquid securities.
The Advisor monitors the liquidity of its investments in Section 4(2) paper on a
continuing basis.

Securities Backed by Guarantees. A Portfolio may invest in securities backed by
guarantees from banks, insurance companies and other financial institutions. A
money market fund's ability to maintain a stable share price may depend upon
such guarantees, which are not supported by federal deposit insurance.
Consequently, changes in the credit quality of these institutions could have an
adverse impact on securities they have guaranteed or backed, which could cause
losses to a fund and affect its share price.

Stand-by Commitments. A stand-by commitment is a right acquired by a Portfolio,
when it purchases a municipal obligation from a broker, dealer or other
financial institution ("seller"), to sell up to the same principal amount of
such securities back to the seller, at a Portfolio's option, at a specified
price. Stand-by commitments are also known as "puts." The exercise by a
Portfolio of a stand-by commitment is subject to the ability of the other party
to fulfill its contractual commitment.

Stand-by commitments acquired by a Portfolio may have the following features:
(1) they will be in writing and will be physically held by a Portfolio's
custodian; (2) a Portfolio's right to exercise them will be unconditional and
unqualified; (3) they will be entered into only with sellers which in the
Advisor's opinion present a minimal risk of default; (4) although stand-by
commitments will not be transferable, municipal obligations purchased subject to
such commitments may be sold to a third party at any time, even though the
commitment is outstanding; and (5) their exercise price will be (i) a
Portfolio's acquisition cost (excluding any accrued interest which a Portfolio
paid on their acquisition), less any amortized market premium or plus any
amortized original issue discount during the period a Portfolio owned the
securities, plus (ii) all interest accrued on the securities since the last
interest payment date.

A Portfolio expects that stand-by commitments generally will be available
without the payment of any direct or indirect consideration. However, if
necessary or advisable, a Portfolio will pay for stand-by commitments, either
separately in cash or by paying a higher price for portfolio securities which
are acquired subject to the commitments.

It is difficult to evaluate the likelihood of use or the potential benefit of a
stand-by commitment. Therefore, it is expected that the Advisor will determine
that stand-by commitments ordinarily have a "fair value" of zero, regardless of
whether any direct or indirect consideration was paid. However, if the market
price of the security subject to the stand-by commitment is less than the
exercise price of the stand-by commitment, such security will ordinarily be
valued at such exercise price. Where a Portfolio has paid for a stand-by
commitment, its cost will be reflected as unrealized depreciation for the period
during which the commitment is held.

The IRS has issued a favorable revenue ruling to the effect that, under
specified circumstances, a registered investment company will be the owner of
tax-exempt municipal obligations acquired subject to a put option. The IRS has
also issued private letter rulings to certain taxpayers (which do not serve as
precedent for other taxpayers) to the effect that tax-exempt interest received
by a regulated investment company with respect to such obligations will be
tax-exempt in the hands of the company and may be distributed to its
shareholders as exempt-interest dividends. The IRS has subsequently announced
that it will not ordinarily issue advance ruling letters as to the identity of
the true owner of property in cases involving the sale of securities or
participation interests therein if the purchaser has the right to cause the
security, or the participation interest therein, to be purchased by either the
seller or a third party. A Portfolio intends to take the position that it owns
any municipal obligations acquired subject to a Stand-by Commitment and that
tax-exempt interest earned with respect to such municipal obligations will be
tax-exempt in its hands. There is no assurance that the IRS will agree with such
position in any particular case.

Third Party Puts. A Portfolio may purchase long-term fixed rate bonds that have
been coupled with an option granted by a third party financial institution
allowing a fund at specified intervals not exceeding 397 calendar days
(approximately 13 months) to tender (or "put") the bonds to the institution and
receive the face value thereof (plus accrued interest). These third party puts
are available in several different forms, may be represented by custodial
receipts or trust certificates and may be combined with other features such as
interest rate swaps. A Portfolio receives a short-term rate of interest (which
is periodically reset), and the interest rate differential between that rate and
the fixed rate on the bond is retained by the financial institution. The
financial institution granting the option does not provide credit enhancement,
and in the event that there is a default in the payment of principal or
interest, or downgrading of a bond or a loss of the bond's tax-exempt status,
the put option will terminate automatically, the risk to a Portfolio will be
that of holding such a long-term bond and the weighted average maturity of a
Portfolio and the Portfolio's liquidity would be adversely affected.

These bonds coupled with puts may present the same tax issues as are associated
with Stand-by commitments. As with any Stand-by commitments acquired by a
Portfolio, a Portfolio intends to take the position for federal income tax
purposes that it is the owner of any municipal obligation acquired subject to a
third-party put, and that tax-exempt interest earned with respect to such
municipal obligations will be tax-exempt in its hands. There is no assurance
that the IRS will agree with such position in any particular case. Additionally,
the federal income tax treatment of certain other aspects of these investments,
including the treatment of tender fees and swap payments, in relation to various
regulated investment company tax provisions is unclear. However, the Advisor
seeks to manage a Portfolio in a manner designed to minimize any adverse impact
from these investments.

US Government Securities. There are two broad categories of US Government debt
instruments: (a) direct obligations of the US Treasury, and (b) securities
issued or guaranteed by US Government agencies.

Examples of direct obligations of the US Treasury are Treasury bills, notes,
bonds and other debt securities issued by the US Treasury. These instruments are
backed by the "full faith and credit" of the United States. They differ
primarily in interest rates, the length of maturities and the dates of issuance.
Treasury bills have original maturities of one year or less. Treasury notes have
original maturities of one to ten years and Treasury bonds generally have
original maturities of greater than ten years.

Some agency securities are backed by the full faith and credit of the United
States (such as Maritime Administration Title XI Ship Financing Bonds and Agency
for International Development Housing Guarantee Program Bonds) and others are
backed only by the rights of the issuer to borrow from the US Treasury (such as
Federal Home Loan Bank Bonds and Federal National Mortgage Association Bonds),
while still others, such as the securities of the Federal Farm Credit Bank, are
supported only by the credit of the issuer. With respect to securities supported
only by the credit of the issuing agency or by an additional line of credit with
the US Treasury, there is no guarantee that the US Government will provide
support to such agencies and such securities may involve risk of loss of
principal and interest.

US Government securities may include "zero coupon" securities that have been
stripped by the US Government of their unmatured interest coupons and
collateralized obligations issued or guaranteed by a US Government agency or
instrumentality.

Interest rates on US Government obligations may be fixed or variable. Interest
rates on variable rate obligations are adjusted at regular intervals, at least
annually, according to a formula reflecting then current specified standard
rates, such as 91-day US Treasury bill rates. These adjustments generally tend
to reduce fluctuations in the market value of the securities.

Normally, the value of investments in US Government securities varies inversely
with changes in interest rates. For example, as interest rates rise the value of
investments in US Government securities will tend to decline, and as interest
rates fall the value of a Portfolio's investments will tend to increase. In
addition, the potential for appreciation in the event of a decline in interest
rates may be limited or negated by increased principal prepayments with respect
to certain Mortgage-Backed Securities, such as Government National Mortgage
Association ("GNMA") (also known as Ginnie Mae) Certificates. Prepayments of
high interest rate Mortgage-Backed Securities during times of declining interest
rates will tend to lower the return of a Portfolio and may even result in losses
to a Portfolio if some securities were acquired at a premium. Moreover, during
periods of rising interest rates, prepayments of Mortgage-Backed Securities may
decline, resulting in the extension of a Portfolio's average maturity. As a
result, a fund's portfolio may experience greater volatility during periods of
rising interest rates than under normal market conditions.

The Federal National Mortgage Association ("FNMA") (also known as Fannie Mae)
and the Federal Home Loan Mortgage Corporation ("FHLMC") (also known as Freddie
Mac) were previously government-sponsored corporations owned entirely by private
stockholders. Both issue mortgage-related securities that contain guarantees as
to timely payment of interest and principal but that are not backed by the full
faith and credit of the US government. The value of the companies' securities
fell sharply in 2008 due to concerns that the firms did not have sufficient
capital to offset losses. In mid-2008, the US Treasury was authorized to
increase the size of home loans that FNMA and FHLMC could purchase in certain
residential areas and, until 2009, to lend FNMA and FHLMC emergency funds and to
purchase the companies' stock. In September 2008, the US Treasury announced that
FNMA and FHLMC had been placed in conservatorship by the Federal Housing Finance
Agency ("FHFA"), a newly created independent regulator. In addition to placing
the companies in conservatorship, the US Treasury announced three additional
steps that it intended to take with respect to FNMA and FHLMC. First, the US
Treasury has entered into preferred stock purchase agreements ("PSPAs") under
which, if the FHFA determines that FNMA's or FHLMC's liabilities have exceeded
its assets under generally accepted accounting principles, the US Treasury will
contribute cash capital to the company in an amount equal to the difference
between liabilities and assets. The PSPAs are designed to provide protection to
the senior and subordinated debt and the mortgage-backed securities issued by
FNMA and FHLMC. Second, the US Treasury established a new secured lending credit
facility that is available to FNMA and FHLMC until December 2009. Third, the US
Treasury initiated a temporary program to purchase FNMA and FHLMC
mortgage-backed securities, which is expected to continue until December 2009.
No assurance can be given that the US Treasury initiatives discussed above with
respect to the debt and mortgage-backed securities issued by FNMA and FHLMC will
be successful.

Variable Rate Securities. A Portfolio may invest in securities, instruments
having rates of interest that are adjusted periodically or that "float"
continuously according to formulae intended to minimize fluctuation in values of
the instruments ("Variable Rate Securities"). The interest rate of Variable Rate
Securities ordinarily is determined by reference to or is a percentage of an
objective standard such as a bank's prime rate, the 90-day US Treasury Bill
rate, or the rate of return on commercial paper or bank certificates of deposit.
Generally, the changes in the interest rate on Variable Rate Securities reduce
the fluctuation in the market value of such securities. Accordingly, as interest
rates decrease or increase, the potential for capital appreciation or
depreciation is less than for fixed-rate obligations. Some Variable Rate
Securities have a demand feature entitling the purchaser to resell the
securities at an amount approximately equal to amortized cost or the principal
amount thereof plus accrued interest ("Variable Rate Demand Securities"). As is
the case for other Variable Rate Securities, the interest rate on Variable Rate
Demand Securities varies according to some objective standard intended to
minimize fluctuation in the values of the instruments. A Portfolio determines
the maturity of Variable Rate Securities in accordance with Rule 2a-7, which
allows a Portfolio to consider certain of such instruments as having maturities
shorter than the maturity date on the face of the instrument.

Portfolio Holdings

In addition to the public disclosure of portfolio holdings through required SEC
quarterly filings, a Portfolio may make its portfolio holdings information
publicly available on the DWS Funds' Web site as described in each Portfolio's
prospectus. Each Portfolio does not disseminate non-public information about
portfolio holdings except in accordance with policies and procedures adopted by
each Portfolio.

Each Portfolio'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 each Portfolio 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 each Portfolio's procedures. This non-public
information may also be disclosed, subject to the requirements described below,
to certain third parties, such as securities lending agents, financial printers,
proxy voting firms, mutual fund analysts and rating and tracking agencies, or to
shareholders in connection with in-kind redemptions (collectively, "Authorized
Third Parties").

Prior to any disclosure of each Portfolio's non-public portfolio holdings
information to Authorized Third Parties, a person authorized by each Portfolio's
Trustees must make a good faith determination in light of the facts then known
that a Portfolio has a legitimate business purpose for providing the
information, that the disclosure is in the best interest of each Portfolio, 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 each Portfolio or
DeAM for disclosing non-public holdings information. Periodic reports regarding
these procedures will be provided to each Portfolio's Trustees.

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 each
Portfolio and information derived therefrom, including, but not limited to, how
each Portfolio'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, alpha,
beta, tracking error, default rate, portfolio turnover, and risk and style
characteristics so long as the identity of each Portfolio'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
Portfolios' Trustees exercise control over such policies. In addition, separate
account clients of DeAM have access to their portfolio holdings and are not
subject to the Portfolios' 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 a Portfolio.

DeAM also manages certain unregistered commingled trusts and creates model
portfolios, the portfolio holdings of which may substantially overlap with the
portfolio holdings of a Portfolio. 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 portfolio holdings information for a
Portfolio 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 Portfolios' policies and procedures with respect
to the disclosure of portfolio holdings information will protect the Portfolios
from the potential misuse of portfolio holdings information by those in
possession of that information.

                          MANAGEMENT OF THE PORTFOLIOS

Investment Advisor

DIMA, which is part of Deutsche Asset Management ("DeAM"), is the investment
advisor for the Portfolios. Under the supervision of the Boards of Trustees of
the Portfolios, DIMA, with headquarters at 345 Park Avenue, New York, New York,
makes the Portfolios' investment decisions, buys and sells securities for the
Portfolios and conducts research that leads to these purchase and sale
decisions. The Advisor manages each Portfolio's daily investment and business
affairs subject to the policies established by each Trust's Board of Trustees.
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. DIMA is also responsible for selecting brokers
and dealers and for negotiating brokerage commissions and dealer charges.

DeAM 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. DeAM is a global asset management organization that offers a wide range
of investing expertise and resources, including hundreds of portfolio managers
and analysts and an office network that reaches the world's major investment
centers. This well-resourced global investment platform brings together a wide
variety of experience and investment insight, across industries, regions, asset
classes and investing styles. DIMA is an indirect, wholly owned subsidiary of
Deutsche Bank AG. Deutsche Bank AG is a major global banking institution that is
engaged in a wide range of financial services, including investment management,
mutual fund, retail, private and commercial banking, investment banking and
insurance. DWS Investments is part of Deutsche Bank's Asset Management division
and, within the US, represents the retail asset management activities of
Deutsche Bank AG, Deutsche Bank Trust Company Americas, Deutsche Investment
Management Americas Inc. and DWS Trust Company.

The Advisor 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 a Portfolio 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 a Portfolio is likely to differ from these other mutual funds in size, cash
flow pattern and tax matters. Accordingly, the holdings and performance of a
Portfolio can be expected to vary from those of these other mutual funds.

Certain investments may be appropriate for a Portfolio and also for other
clients advised by the Advisor. Investment decisions for a Portfolio 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 a Portfolio. Purchase and sale orders for a Portfolio may be combined
with those of other clients of the Advisor in the interest of achieving the most
favorable net results to a Portfolio.

The Trustees and the shareholders of Tax-Exempt Portfolio and Treasury Portfolio
approved amended and restated investment management agreements (each an "Amended
Investment Management Agreement").

Each Amended Investment Management Agreement continues in effect from year to
year only if its continuance is approved annually by the vote of a majority of
those Trustees who are not parties to such Amended Investment Management
Agreement or interested persons of the Advisor or the Trust ("Independent
Trustees" or "Non-interested Trustees"), cast in person at a meeting called for
the purpose of voting on such approval, and either by a vote of the Trust's
Trustees or of a majority of the outstanding voting securities of the Portfolio.

In reviewing the terms of the Amended Investment Management Agreements, and in
discussions with the Advisor concerning such agreements, the Trustees of each
Trust who are not "interested persons" of the Advisor are represented by
independent counsel at a Portfolio's expense.

Pursuant to each Amended Investment Management Agreement between each of the
Tax-Exempt Portfolio and Treasury Portfolio and the Advisor, the Advisor
provides continuing investment management of a Portfolio's assets. In addition
to the investment management of a Portfolio's assets, the Advisor determines the
investments to be made for the Portfolios, including what portion of its assets
remain uninvested in cash or cash equivalents, and with whom the orders for
investments are placed, consistent with a Portfolio's policies as stated in its
prospectus and SAI, or as adopted by a Portfolio's Board. The Advisor will also
monitor, to the extent not monitored by a Portfolio's administrator or other
agent, a Portfolio's compliance with its investment and tax guidelines and other
compliance policies.

The Advisor provides assistance to a Portfolio's Board in valuing the securities
and other instruments held by a Portfolio, to the extent reasonably required by
valuation policies and procedures that may be adopted by a Portfolio.

Pursuant to each Amended Investment Management Agreement (unless otherwise
provided in the Amended Investment Management Agreement or as determined by a
Portfolio's 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 Portfolios, including a Portfolio's share of payroll
taxes, who are affiliated persons of the Advisor.

Each Amended Investment Management Agreement provides that a Portfolio is
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
Portfolio, the Portfolio's custodian, or other agents of the Portfolio; taxes
and governmental fees; fees and expenses of the Portfolio'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 Portfolio; and litigation expenses and other
extraordinary expenses not incurred in the ordinary course of the Portfolio's
business.

Each Amended Investment Management Agreement allows the Advisor to delegate any
of its duties under the Amended Investment Management Agreement to a subadvisor,
subject to a majority vote of the Board of the Portfolios, including a majority
of the Independent Board Members, and, if required by applicable law, subject to
a majority vote of a Portfolio's shareholders.

Each Amended Investment Management Agreement provides that the Advisor shall not
be liable for any error of judgment or mistake of law or for any loss suffered
by a Portfolio in connection with matters to which the Amended Investment
Management 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 Amended Investment Management Agreement. The Amended Investment
Management Agreement 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 applicable Portfolio on 60 days' written notice.

For all services provided under its Amended Investment Management Agreement,
each Portfolio pays the Advisor a fee, computed daily and paid monthly, at the
annual rate as a percentage of net assets shown below:

Portfolio                                    Management Fee Rate
Tax-Exempt Portfolio(1)                      0.120% to $500 million
                                             0.100% next $500 million
                                             0.075% next $1.0 billion
                                             0.060% next $1.0 billion
                                             0.050% thereafter

Treasury Portfolio                           0.050%

(1)    The management fee is computed based on the combined average daily net
       assets of the Government & Agency Securities Portfolio, Money Market
       Portfolio and Tax-Exempt Portfolio, each a series of Cash Account Trust,
       and allocated to the Tax-Exempt Portfolio based upon its relative net
       assets.

Prior to May 1, 2008, for services and facilities furnished to the Treasury
Portfolio of Investors Cash Trust, the Portfolio paid a monthly investment
management fee of 1/12 of 0.15% of average daily net assets of the Portfolio.
The investment management fee was computed based on the average daily net assets
of the Portfolio.

Prior to June 1, 2008, for the services and facilities furnished to Tax-Exempt
Portfolio, a portfolio of Cash Account Trust, the Portfolios paid a monthly
investment management fee on a graduated basis at 1/12 of 0.22% of the first
$500 million of combined average daily net assets of such Portfolios, 0.20% of
the next $500 million, 0.175% of the next $1 billion, 0.16% of the next $1
billion and 0.15% of combined average daily net assets of such Portfolios over
$3 billion. The investment management fee was computed based on average daily
net assets of Government & Agency Securities Portfolio, Money Market Portfolio
and Tax-Exempt Portfolio and allocated to Tax-Exempt Portfolio based upon its
relative net assets.

Management Fees

Tax-Exempt Portfolio paid the Advisor fees of $2,665,307 for the fiscal year
ended April 30, 2009, $5,823,199 for the fiscal year ended April 30, 2008;
and$2,136,882 (of which $22,576 was waived) for the fiscal year ended April 30,
2007, respectively.

Through March 18, 2010, the Advisor has contractually agreed to waive all or a
portion of its management fee and reimburse or pay certain operating expenses of
the Tax-Exempt Portfolio's DWS Tax-Free Money Fund Class S shares to the extent
necessary to maintain total operating expenses at 0.70% of average daily net
assets (excluding certain expenses such as extraordinary expenses, taxes,
brokerage, interest and organizational and offering costs).

Treasury Portfolio incurred investment management fees of $2,557,778, $2,084,142
and $109,218 for the fiscal years ended March 31, 2009, March 31, 2008 and March
31, 2007, respectively. For the fiscal year ended March 31, 2007, the Advisor
waived Treasury Portfolio's entire investment management fee.

Through May 18, 2010, the Advisor has contractually agreed to waive all or a
portion of its management fee and reimburse or pay operating expenses of the
portfolio to the extent necessary to maintain the Treasury Portfolio's DWS U.S.
Treasury Money Fund Class S shares total operating expenses at 0.65% of average
daily net assets, excluding certain expenses such as extraordinary expenses,
taxes, brokerage and interest.

From time to time, Deutsche Bank or an affiliate (collectively, "DB") may at its
sole discretion invest its own assets in shares of each Portfolio's
("proprietary investment") for such purposes it deems appropriate, including
investments designed to assist in the management of each Portfolio's portfolio.
Any proprietary investment may be hedged and, in that event, the return on the
proprietary investment, net of the effect of the hedge, would be expected to
differ from the return of each Portfolio. DB has no obligation to make any
proprietary investments and the amount of any proprietary investment that is
made may or may not be significant in comparison to the level of assets of each
Portfolio. In the event that a proprietary investment is made, except as
otherwise required under the Investment Company Act of 1940, DB would be
permitted to redeem the investment at such time that it deems appropriate.

Subadvisor Approval Policy. The Trustees and shareholders of Tax-Exempt
Portfolio and Treasury Portfolio approved a subadvisor policy for each of these
Portfolios (the "Subadvisor Approval Policy"). The Subadvisor Approval Policy
permits the Advisor, subject to the approval of the Board, including a majority
of the Independent Board Members, to terminate an existing subadvisor or
sub-subadvisor and hire another subadvisor or sub-subadvisor, as applicable, and
materially amend an existing subadvisory agreement or sub-subadvisory agreement
without obtaining shareholder approval. The Portfolios could not implement the
Subadvisor Approval Policy without the SEC granting the Portfolios exemptive
relief. A number of other mutual fund complexes have obtained exemptive relief
with respect to an advisor's ability to appoint, replace or amend the
subadvisory agreement with unaffiliated subadvisors and subadvisors that are
wholly owned subsidiaries of the advisor. However, exemptive relief with regard
to an advisor's ability to appoint, replace or amend the subadvisory agreement
with a subadvisor, who is affiliated with, but not a wholly owned subsidiary of,
the advisor, without shareholder approval, would be more expansive relief than
previously granted by the SEC. In addition, exemptive relief with regard to an
advisor's ability to appoint, replace or amend a sub-subadvisory agreement with
a sub-advisor, without shareholder approval, would be more expansive relief than
previously obtained by other mutual fund complexes. Accordingly, there can be no
assurance that the Portfolios' exemptive application will be granted by the SEC
or that it will be sufficiently broad to allow the Portfolios to implement the
Subadvisor Approval Policy as described above. The SEC also proposed Rule 15a-5
under the 1940 Act in October 2003 to permit the appointment and termination of
subadvisors and amendments to subadvisory agreements without shareholder
approval. No action has been taken on proposed Rule 15a-5 under the 1940 Act
since its proposal and there is no assurances that the rule will be adopted as
proposed. The Portfolios and the Advisor will be subject to the conditions
imposed by the SEC (either by an exemptive order or as part of the final rule)
whenever the Advisor acts under the Subadvisor Approval Policy, including any
shareholder notice requirements.

Code of Ethics

The Board of Trustees of each Trust has adopted a Code of Ethics pursuant to
Rule 17j-1 under the 1940 Act. Each Trust's Code of Ethics permits access
persons of the Portfolios (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
Portfolios, but requires compliance with the Code's pre-clearance requirements,
subject to certain exceptions. In addition, each Trust's Code of Ethics provides
for trading "blackout periods" that prohibit trading of personnel within periods
of trading by the Portfolios in the same security. Each Trust's 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 Portfolios' Distributor, DIDI)
have each adopted a Code of Ethics pursuant to 17j-1 under the 1940 Act (the
"Consolidated Code"). The Consolidated Code permits access persons to trade in
securities that may be purchased or held by the Portfolios 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 Portfolios 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.

Regulatory Matters and Legal Proceedings

On December 21, 2006, Deutsche Asset Management ("DeAM") settled proceedings
with the Securities and Exchange Commission ("SEC") and the New York Attorney
General on behalf of Deutsche Asset Management, Inc. ("DAMI") and DIMA, the
investment advisors to many of the DWS Investments funds, regarding allegations
of improper trading of fund shares at DeAM and at the legacy Scudder and Kemper
organizations prior to their acquisition by DeAM in April 2002. These regulators
alleged that although the prospectuses for certain funds in the regulators' view
indicated that the funds did not permit market timing, DAMI and DIMA breached
their fiduciary duty to those funds in that their efforts to limit trading
activity in the funds were not effective at certain times. The regulators also
alleged that DAMI and DIMA breached their fiduciary duty to certain funds by
entering into certain market timing arrangements with investors. These trading
arrangements originated in businesses that existed prior to the currently
constituted DeAM organization, which came together as a result of various
mergers of the legacy Scudder, Kemper and Deutsche fund groups, and all of the
arrangements were terminated prior to the start of the regulatory investigations
that began in the summer of 2003. No current DeAM employee approved these
trading arrangements. Under the terms of the settlements, DAMI and DIMA neither
admitted nor denied any wrongdoing.

The terms of the SEC settlement, which identified improper trading in the legacy
Deutsche and Kemper mutual funds only, provide for payment of disgorgement in
the amount of $17.2 million. The terms of the settlement with the New York
Attorney General provide for payment of disgorgement in the amount of $102.3
million, which is inclusive of the amount payable under the SEC settlement, plus
a civil penalty in the amount of $20 million. The total amount payable by DeAM,
approximately $122.3 million, will be distributed to shareholders of the
affected funds in accordance with a distribution plan to be developed by a
distribution consultant. The funds' investment advisors do not believe these
amounts will have a material adverse financial impact on them or materially
affect their ability to perform under their investment management agreements
with the DWS funds. The above-described amounts are not material to Deutsche
Bank, and have already been reserved.

Among the terms of the settled orders, DeAM is subject to certain undertakings
regarding the conduct of its business in the future, including formation of a
Code of Ethics Oversight Committee to oversee all matters relating to issues
arising under the advisors' Code of Ethics; establishment of an Internal
Compliance Controls Committee having overall compliance oversight responsibility
of the advisors; engagement of an Independent Compliance Consultant to conduct a
comprehensive review of the advisors' supervisory compliance and other policies
and procedures designed to prevent and detect breaches of fiduciary duty,
breaches of the Code of Ethics and federal securities law violations by the
advisors and their employees; and commencing in 2008, the advisors shall undergo
a compliance review by an independent third party.

In addition, DeAM is subject to certain further undertakings relating to the
governance of the mutual funds, including that at least 75% of the members of
the Boards of Trustees overseeing the DWS Funds continue to be independent of
DeAM; the Chairmen of the DWS Funds' Boards of Trustees continue to be
independent of DeAM; DeAM maintain existing management fee reductions for
certain funds for a period of five years and not increase management fees for
these certain funds during this period; the funds retain a senior officer (or
independent consultants, as applicable) responsible for assisting in the review
of fee arrangements and monitoring compliance by the funds and the investment
advisors with securities laws, fiduciary duties, codes of ethics and other
compliance policies, the expense of which shall be borne by DeAM; and periodic
account statements, fund prospectuses and the mutual funds' web site contain
additional disclosure and/or tools that assist investors in understanding the
fees and costs associated with an investment in the funds and the impact of fees
and expenses on fund returns.

DeAM has also settled proceedings with the Illinois Secretary of State regarding
market timing matters. The terms of the Illinois settlement provide for investor
education contributions totaling approximately $4 million and a payment in the
amount of $2 million to the Securities Audit and Enforcement Fund.

On September 28, 2006, the SEC and the National Association of Securities
Dealers ("NASD") (now known as the Financial Industry Regulatory Authority, or
"FINRA") announced final agreements in which Deutsche Investment Management
Americas Inc. ("DIMA"), Deutsche Asset Management, Inc. ("DAMI") and DWS Scudder
Distributors, Inc. (now known as DWS Investments Distributors, Inc. ("DIDI")
settled administrative proceedings regarding disclosure of brokerage allocation
practices in connection with sales of the DWS Funds' (now known as the DWS
Investments Funds) shares during 2001-2003. The agreements with the SEC and NASD
are reflected in orders which state, among other things, that DIMA and DAMI
failed to disclose potential conflicts of interest to the funds' Boards and to
shareholders relating to DIDI's use of certain funds' brokerage commissions to
reduce revenue sharing costs to broker-dealer firms with whom it had
arrangements to market and distribute DWS Fund shares. These directed brokerage
practices were discontinued in October 2003.

Under the terms of the settlements, in which DIMA, DAMI and DIDI neither
admitted nor denied any of the regulators' findings, DIMA, DAMI and DIDI agreed
to pay disgorgement, prejudgment interest and civil penalties in the total
amount of $19.3 million. The portion of the settlements distributed to the funds
was approximately $17.8 million and was paid to the funds as prescribed by the
settlement orders based upon the amount of brokerage commissions from each fund
used to satisfy revenue sharing agreements with broker-dealers who sold fund
shares.

As part of the settlements, DIMA, DAMI and DIDI also agreed to implement certain
measures and undertakings relating to revenue sharing payments including making
additional disclosures in the funds' Prospectuses or Statements of Additional
Information, adopting or modifying relevant policies and procedures and
providing regular reporting to the fund Boards.

Additional information announced by DeAM regarding the terms of the settlements
is available at www.dws-investments.com/regulatory_settlements.

The matters alleged in the regulatory settlements described above also serve as
the general basis of a number of private class action lawsuits involving the DWS
funds. These lawsuits name as defendants various persons, including certain DWS
funds, the funds' investment advisors and their affiliates, and certain
individuals, including in some cases fund Trustees, 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.

                           PORTFOLIO SERVICE PROVIDERS

Administrator

Each Portfolio recently entered into an administrative services agreement with
the Advisor (the "Administrative Services Agreement"), pursuant to which the
Advisor provides administrative services to the Portfolio including, among
others, providing the Portfolio with personnel, preparing and making required
filings on behalf of the Portfolio, maintaining books and records for the
Portfolio, and monitoring the valuation of Portfolio securities. For all
services provided under the Administrative Services Agreement, each Portfolio
pays the Advisor a fee, computed daily and paid monthly, of 0.100% of the
Portfolio's net assets. For the period May 1, 2008 through March 31, 2009, the
Advisor received an administrative services fee of $4,402,475 for Treasury
Portfolio. For the period June 1, 2008 through April 30, 2009, the Advisor
received an administrative services fee of $3,939,411 for Tax-Exempt Portfolio.

Under the Administrative Services Agreement, the Advisor is obligated on a
continuous basis to provide such administrative services as the Board of a
Portfolio reasonably deems necessary for the proper administration of the
Portfolio. The Advisor provides a Portfolio with personnel; arranges for the
preparation and filing of a Portfolio's tax returns; prepares and submits
reports and meeting materials to the Board and a Portfolio's shareholders;
prepares and files updates to a Portfolio's prospectus and SAI as well as other
reports required to be filed by the SEC; maintains a Portfolio's records;
provides a 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 a
Portfolio; assists in the resolution of accounting issues that may arise with
respect to a Portfolio; establishes and monitors a Portfolio's operating expense
budgets; reviews and processes a Portfolio's bills; assists in determining the
amount of dividends and distributions available be paid by a 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. The Advisor also
performs certain fund accounting services under the Administrative Services
Agreement. The Administrative Services Agreement provides that the Advisor 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 Advisor and State Street Bank and Trust
Company ("SSB"), the Advisor has delegated certain administrative functions to
SSB. The costs and expenses of such delegation are borne by the Advisor, not by
a Portfolio.

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

Pursuant to separate underwriting and distribution services agreement (the
"Distribution Agreement"), DWS Investments Distributors, Inc. ("DIDI" or the
"Distributor"), 222 South Riverside Plaza, Chicago, Illinois 60606, an affiliate
of the Advisor, serves as distributor and principal underwriter for each Trust
to provide information and services for existing and potential shareholders. The
Distribution Agreements provide that DIDI shall appoint various firms to provide
cash management services for their customers or clients through the Trusts.

The Distribution Agreements will continue in effect from year to year so long as
such continuance is approved at least annually by a vote of the Board of
Trustees of a Trust, including the Trustees who are not interested persons of
the Trusts and who have no direct or indirect financial interest in the
Distribution Agreements. The Distribution Agreements automatically terminate in
the event of their assignment and may be terminated at any time without penalty
by a Trust or by DIDI upon 60 days' written notice. Termination of the
Distribution Agreements by a Trust may be by vote of a majority of the Board of
Trustees, or a majority of the Board of Trustees who are not interested persons
of the Trusts and who have no direct or indirect financial interest in the
agreement, or a "majority of the outstanding voting securities" of the Trusts as
defined under the 1940 Act.

As principal underwriter for the Portfolios, DIDI acts as agent of each
Portfolio in the continuous sale of that Portfolio's shares. DIDI pays all its
expenses under the Distribution Agreements including, without limitation,
services fees to firms that provide services related to the Portfolios. Each
Trust pays the cost for the prospectus and shareholder reports to be set in type
and printed for existing shareholders, and DIDI pays for the printing and
distribution of copies thereof used in connection with the offering of shares to
prospective investors. DIDI also pays for supplementary sales literature and
advertising costs.

Although Class S shares of the Portfolios do not currently have a 12b-1 Plan,
and the Board of Trustees have no current intention of adopting one, the
Portfolios will also pay those fees and expenses permitted to be paid or assumed
by the Trust pursuant to a 12b-1 Plan, if any, adopted by the Trust,
notwithstanding any other provision to the contrary in the Distribution
Agreement.

Custodian

State Street Bank and Trust Company ("SSB"), Lafayette Corporate Center, 2
Avenue De Lafayette, Boston, MA 02111 (the "Custodian"), as custodian, has
custody of all securities and cash of the Trusts. The Custodian attends to the
collection of principal and income, and payment for and collection of proceeds
of securities bought and sold by the Portfolios.

Transfer Agent and Shareholder Service Agent

DWS Investments Service Company ("DISC" or the "Transfer Agent"), 210 West 10th
Street, Kansas City, Missouri 64105-1614, an affiliate of the Advisor, is the
transfer agent, dividend-paying agent and shareholder service agent for all
classes of the Portfolio. The Transfer Agent receives an annual service fee for
each account of the Portfolio, based on the type of account. For open retail
accounts, the fee is a flat fee ranging from $20.99 to $24.09 per account, for
open wholesale money funds the fee is $35.55 per account, while for certain
retirement accounts serviced on the recordkeeping system of ExpertPlan, Inc.,
the fee is a flat fee up to $3.91 per account (as of February 2009, 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 Portfolio. 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
Portfolio or are paid directly by the Portfolio. Certain additional
out-of-pocket expenses, including costs of computer hardware and software, third
party record-keeping fees in excess of 0.25%, and processing of proxy
statements, may only be reimbursed by the Fund/Portfolio with the prior approval
of the Portfolio's Board.


Pursuant to a sub-transfer agency agreement between DISC and DST Systems, Inc.
("DST"), DISC has delegated certain transfer agent, dividend paying agent and
shareholder servicing agent functions to DST. The costs and expenses of such
delegation are borne by DISC, not by the Portfolios.

For the fiscal year ended March 31, 2009 for Treasury Portfolio and April 30,
2009 for Tax-Exempt Portfolio, the amounts charged to the Portfolios by DISC
were as follows:

Portfolio                                 Class                   Total
---------                                 -----                   -----

Treasury Portfolio     DWS U.S. Treasury Money Fund Class S       $252,682
Tax-Exempt Portfolio   DWS Tax-Free Money Fund Class S             $88,136


For the fiscal year ended March 31, 2008 for Treasury Portfolio and April 30,
2008 for Tax-Exempt Portfolio, the amounts charged to the Portfolios by DISC
were as follows:

Portfolio                                 Class                   Total
---------                                 -----                   -----

Treasury Portfolio     DWS U.S. Treasury Money Fund Class S*      $245,761
Tax-Exempt Portfolio   DWS Tax-Free Money Fund Class S            $118,735


For the fiscal year ended April 30, 2007 for Tax-Exempt Portfolio, the amounts
charged to the Portfolios by DISC were as follows:

Portfolio                                 Class                   Total

Tax-Exempt Portfolio   DWS Tax-Free Money Fund Class S             $18,316

*For the year ended March 31, 2008 (from commencement of operations of May 21,
2007 for DWS U.S. Treasury Money Fund Class S).

Legal Counsel

Vedder Price P.C., 222 North LaSalle Street, Chicago, Illinois 60601, serves as
legal counsel to the Portfolios.

Ropes & Gray LLP, One International Place, Boston, MA 02110-2624, serves as
counsel to the Independent Trustees.


Independent Registered Public Accounting Firm

The financial highlights of each Portfolio's respective class included in each
Portfolio's prospectus and the financial statements incorporated by reference in
this SAI have been so included or incorporated by reference in reliance on the
report of Ernst & Young LLP, 200 Clarendon Street, Boston, MA 02116, Independent
Registered Public Accounting Firm, given on said firm as experts in auditing and
accounting. Ernst & Young LLP audits the financial statements of the Portfolios
and provides other audit, tax and related services. Shareholders will receive
annual audited financial statements and semi-annual unaudited financial
statements.

Fund Accounting Agent

Prior to May 1, 2008 for Treasury Portfolio and April 1, 2008 for Tax-Exempt
Portfolio, DWS Investments Fund Accounting Corporation ("DIFA"), One Beacon
Street, Boston, Massachusetts, 02108, a subsidiary of the Advisor, was
responsible for determining the daily net asset value per share of each
Portfolio and maintaining portfolio and general accounting records. DIFA
received no fee for its services to the Portfolios.

Pursuant to an agreement among the Advisor, DIFA and SSB (the "Sub-Accounting
and Sub-Administrator Agreement"), DIFA and the Advisor had delegated certain
fund accounting functions to SSB under the fund accounting agreement. The costs
and expenses of such delegation were borne by the Advisor and DIFA, not by the
Portfolios.

                             PORTFOLIO TRANSACTIONS

The Advisor is generally responsible for placing the orders for the purchase and
sale of portfolio securities, including the allocation of brokerage. .

The policy of the Advisor in placing orders for the purchase and sale of
securities for the Portfolios 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
Portfolios 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
Portfolios to their customers. However, the Advisor does not consider sales of
shares of the Portfolios as a factor in the selection of broker-dealers to
execute portfolio transactions for the Portfolios and, accordingly, has
implemented policies and procedures reasonably designed to prevent its traders
from considering sales of shares of the Portfolios as a factor in the selection
of broker-dealers to execute portfolio transactions for the Portfolios.

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) of the 1934 Act and interpretations
thereunder. Provided a Subadvisor is acting in accordance with any instructions
and directions of the Advisor or the Board, the Subadvisor is authorized to pay
a broker or dealer who provides third party brokerage and research services a
commission for executing a portfolio transaction for a Portfolio, if the
Subadvisor determines in good faith that such commission was reasonable in
relation to the value of the third party brokerage and research services
provided by such broker or dealer.


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 Portfolios' 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 Portfolios and
receive brokerage commissions or other transaction-related compensation from the
Portfolios 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 Portfolios' Boards, 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 Portfolios
a rate consistent with that charged to comparable unaffiliated customers in
similar transactions.

During the last three fiscal years the Portfolios paid no brokerage commissions.

                        PURCHASE AND REDEMPTION OF SHARES

General Information

Policies and procedures affecting transactions in Portfolio 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 Portfolio's agents. Transaction delays in
processing (and changing account features) due to circumstances within or beyond
the control of the Portfolio and its agents may occur. Shareholders (or their
financial service 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.

A distribution will be reinvested in shares of the same Portfolio and class if
the distribution check is returned as undeliverable.

Eligible Class S Investors

A.        The following investors may purchase Class S shares of DWS Funds
          either (i) directly from DWS Investments Distributors, Inc. ("DIDI"),
          the Portfolio's principal underwriter; or (ii) through an intermediary
          relationship with a financial services firm established with respect
          to the DWS Funds as of December 31, 2004.

          1.      Existing shareholders of Class S shares of any DWS Fund as of
                  December 31, 2004, and household members residing at the same
                  address.

          2.      Shareholders of Class S of any DWS Fund who became Class S
                  shareholders in connection with the consolidation of Class
                  AARP and Class S on July 17, 2006 and household members
                  residing at the same address.

          3.      Shareholders who have owned Class S shares continuously since
                  December 31, 2004 and household members residing at the same
                  address may open new accounts for Class S shares of any DWS
                  Fund.

          4.      Any participant who has owned Class S shares of any DWS Fund
                  through an employee sponsored retirement, employee stock,
                  bonus, pension or profit sharing plan continuously since
                  December 31, 2004 may open a new individual account for Class
                  S shares of any DWS Fund.

          5.      Any participant who owns Class S shares of any DWS Fund
                  through a retirement, employee stock, bonus, pension or profit
                  sharing plan may complete a direct rollover to an IRA account
                  that will hold Class S shares. This applies to individuals who
                  begin their retirement plan investments with a DWS Fund at any
                  time, including after December 31, 2004.

          6.      Officers, Portfolio Trustees and Directors, and full-time
                  employees and their family members, of the Advisor and its
                  affiliates.

          7.      Class S shares are available to any accounts managed by the
                  Advisor, any advisory products offered by the Advisor or DIDI
                  and to DWS Allocation Series or other fund of funds managed by
                  the Advisor or its affiliates.

          8.      Shareholders of Class S of DWS Emerging Markets Equity Fund
                  who became shareholders of the fund in connection with the
                  fund's acquisition of Scudder New Asia Fund, Inc. on April 17,
                  2006.

          9.      Shareholders of Class S of any DWS Fund who became Class S
                  shareholders in connection with the consolidation of Class M
                  and Class S on August 18, 2006 and household members residing
                  at the same address.

          10.     Shareholders of Class S of any DWS Fund who became Class S
                  shareholders in connection with the renaming or conversion of
                  Investment Class to Class S on October 23, 2006.

B. The following additional investors may purchase Class S shares of DWS Funds.

          1.      Broker-dealers, banks and registered investment advisors
                  ("RIAs") may purchase Class S shares in connection with a
                  comprehensive or "wrap" fee program or other fee based
                  program.

          2.      Any group retirement, employee stock, bonus, pension or
                  profit-sharing plans.

          3.      Persons who purchase shares as part of an investment only
                  placement in a 529 College Savings Plan.

          4.      Persons who purchase shares through a Health Savings Account
                  or a Voluntary Employees' Benefit Association ("VEBA") Trust.

DIDI may, at its discretion, require appropriate documentation that shows an
investor is eligible to purchase Class S shares.

Additional Minimum Balance Policies. For fiduciary accounts such as IRAs, and
custodial accounts such as Uniform Gifts to Minor Act and Uniform Transfers to
Minor Act accounts, the minimum balance is $1,000 for Class S. A shareholder may
open an account with at least $1,000, if an automatic investment plan (AIP) of
$50/month is established. DWS Investments group retirement plans and certain
other accounts have similar or lower minimum share balance requirements.

Shareholders with a combined household account balance in any of the DWS Funds
of $100,000 or more, as well as group retirement and certain other accounts,
will not be subject to an automatic redemption.

Fiduciary (e.g., IRA or Roth IRA) and custodial accounts (e.g., UGMA or UTMA)
with balances below $1,000 are subject to automatic redemption following 60
days' written notice to applicable shareholders.

Orders will be confirmed at a price based on the net asset value of the
Portfolio next determined after receipt in good order by DIDI of the order
accompanied by payment. However, orders received by dealers or other financial
services firms prior to the determination of net asset value and received in
good order by DIDI prior to the close of its business day will be confirmed at a
price based on the net asset value effective on that day ("trade date").

Use of Financial Services Firms. Investment dealers and other firms ("Firms")
provide varying arrangements for their clients to purchase and redeem a
Portfolio'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 a Portfolio's shares in nominee or street name as agent for and on behalf
of their customers. In such instances, DISC, as a Portfolio'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. Each Portfolio has
authorized the Shareholder Service Agent to pay to these Firms, out of a
Portfolio's assets attributable to Class S shares, up to 0.25 of 1% 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 a Portfolio and
other similar functions. These Firms also coordinate with the DISC in connection
with a Portfolio'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.

Each Portfolio has authorized one or more financial service institutions,
including certain members of the Financial Industry Regulatory Authority
("FINRA") other than the Distributor ("financial institutions"), to accept
purchase and redemption orders for a Portfolio's shares. Such financial
institutions may also designate other parties, including plan administrator
intermediaries, to accept purchase and redemption orders on a Portfolio's
behalf. Orders for purchases or redemptions will be deemed to have been received
by a Portfolio when such financial institutions or, if applicable, their
authorized designees accept the orders. Subject to the terms of the contract
between a Portfolio and the financial institution, ordinarily orders will be
priced at a Portfolio's net asset value next computed after acceptance by such
financial institution or its authorized designees and accepted by a Portfolio.
Further, if purchases or redemptions of a Portfolio'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 Trustees and the Distributor, also a
Portfolio's principal underwriter, each has the right to limit the amount of
purchases by, and to refuse to sell to, any person. The Board of Trustees and
the Distributor may suspend or terminate the offering of shares of a Portfolio
at any time for any reason.

Telephone and Electronic Transaction Procedures. Shareholders have various
telephone, Internet, wire and other electronic privileges available. A Portfolio
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 a
Portfolio 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 Portfolio 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 days. QuickBuy
and QuickSell cannot be used with passbook savings accounts or for certain
tax-deferred plans.

Dividend Payment Option. Investors may have dividends and distributions
automatically deposited to their predesignated bank account through DWS
Investments Dividend Payment Option request form. Shareholders whose
predesignated checking account of record is with a member bank of Automated
Clearing House Network (ACH) can have income and capital gain distributions
automatically deposited to their personal bank account usually within three
business days after a Portfolio pays its distribution. A Dividend Payment Option
request form can be obtained by visiting our Web site at:
www.dws-investments.com or calling (800) 728-3337. Confirmation Statements will
be mailed to shareholders as notification that distributions have been
deposited.

Tax-Sheltered Retirement Plans. The Shareholder Service Agent provides
retirement plan services and documents and DIDI can establish investor accounts
in any of the following types of retirement plans:

o    Traditional, Roth and Education IRAs. 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.

Brochures describing these 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 Shareholder Service Agent upon request.
Additional fees and transaction policies and procedures may apply to such plans.
Investors should consult with their own tax advisors before establishing a
retirement plan.

Purchase of Shares

A Portfolio reserves the right to withdraw all or any part of the offering made
by its prospectus and to reject purchase orders for any reason. Also, from time
to time, a Portfolio 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 such Portfolio may be permitted to
continue to purchase additional shares of such class and to have dividends
reinvested.

A Portfolio reserves the right to reject new account applications without a
correct certified Social Security or tax identification number. A Portfolio also
reserves the right, following 30 days' notice, to redeem all shares in accounts
without a correct certified Social Security or tax identification number.

A Portfolio may waive the minimum for purchases by trustees, directors, officers
or employees of a Portfolio or the Advisor and its affiliates.

Clients having a regular investment counsel account with the Advisor or its
affiliates and members of their immediate families, officers and employees of
the Advisor or of any affiliated organization and members of their immediate
families, members of the FINRA and banks may, if they prefer, subscribe
initially for at least $2,500 through DISC by letter, fax, or telephone.

Automatic Investment Plan. A shareholder may purchase shares of the Portfolios
through an automatic investment plan. Investments are made automatically
(minimum $500 and maximum $250,000 for initial investments and a minimum of $50
and maximum $250,000 for subsequent investments) from the shareholder's account
at a bank, savings and loan or credit union into the shareholder's Portfolios
account. Termination by a shareholder will become effective within thirty days
after the Shareholder Service Agent has received the request. The Portfolios may
immediately terminate a shareholder's automatic investment plan in the event
that any item is unpaid by the shareholder's financial institution.


Minimum Subsequent Investment Policies. For current shareholders there is a $50
minimum investment requirement for subsequent investments in the Portfolios.
There is no minimum subsequent investment requirement for investments on behalf
of participants in certain fee-based and wrap programs offered through financial
intermediaries approved by the Advisor.

Payroll Investment Plans. A shareholder may purchase shares through Payroll
Direct Deposit or Government Direct Deposit. Under these programs, all or a
portion of a shareholder's net pay or government check is invested each payment
period. A shareholder may terminate participation in these programs by giving
written notice to the shareholder's employer or government agency, as
appropriate. (A reasonable time to act is required.) A Portfolio is not
responsible for the efficiency of the employer or government agency making the
payment or any financial institutions transmitting payments.

Expedited Purchase Procedures for Existing Shareholders. Shareholders of other
DWS funds who have submitted an account application and have certified a tax
identification number, clients having a regular investment counsel account with
the Advisor or its affiliates and members of their immediate families, officers
and employees of the Advisor or of any affiliated organization and their
immediate families, members of FINRA, and banks may open an account by wire by
calling (800) 728-3337 for instructions. The investor must send a duly completed
and signed application to the Portfolio promptly. A subsequent purchase order
may be placed by established shareholders (except by DWS Investments Individual
Retirement Account (IRA), DWS Investments Profit Sharing and Money Purchase
Pension Plans, DWS Investments 401(k) and DWS Investments 403(b) Plan holders),
members of FINRA, and banks.

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 "Policies You Should Know About" in each
Portfolio's prospectus.

Please contact your financial advisor for wire instructions and purchase orders.
If planning to make a payment in wired federal funds, please call (800)
728-3337.

The Portfolios have authorized one or more financial service institutions,
including certain members of the FINRA other than the Distributor ("financial
institutions"), to accept purchase and redemption orders for the Portfolio's
shares. Such financial institutions may also designate other parties, including
plan administrator intermediaries, to accept purchase and redemption orders on a
Portfolio's behalf. Orders for purchases or redemptions will be deemed to have
been received by a Portfolios when such financial institutions or, if
applicable, their authorized designees accept the orders. Subject to the terms
of the contract between a Portfolio and the financial institution, ordinarily
orders will be priced at a Portfolio's net asset value next computed after
acceptance by such financial institution or its authorized designees and
accepted by a Portfolio. Further, if purchases or redemptions of a Portfolio'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 Trustees and the
Distributor, also a Portfolio's principal underwriter, each has the right to
limit the amount of purchases by, and to refuse to sell to, any person. The
Trustees and the Distributor may suspend or terminate the offering of shares of
a Portfolio at any time for any reason.

DIDI has adopted an Incentive Plan (the "Plan") covering wholesalers that are
regional vice presidents ("DWS Investments Wholesalers"). Generally, DWS
Investments Wholesalers market shares of the DWS funds to financial advisors,
who in turn may recommend that investors purchase shares of a DWS fund. The Plan
is an incentive program that combines a monthly incentive component with a
quarterly strategic bonus component. Under the Plan, DWS Investments Wholesalers
will receive a monetary monthly incentive based on the amount of sales generated
from their marketing of the funds, and that incentive will differ depending on
the product category of the fund. Each fund is assigned to one of three product
categories -- "Focus list funds," "Extended list funds" or "Index funds" --
taking into consideration, among other things, the following criteria, where
applicable:

o    The fund's consistency with DWS Investments' branding and long-term
     strategy.

o    The fund's competitive performance;

o    The fund's Morningstar rating; o The length of time the fund's Portfolio
     Managers have managed the fund/strategy

o    Market size for the fund category;

o    The fund's size, including sales and redemptions of the fund's shares

This information and other factors are presented to a committee comprised of
representatives from various groups within DWS Investments, who review on a
quarterly basis the funds assigned to each product category described above, and
make any changes to those assignments at that time. No one factor, whether
positive or negative, determines a fund's placement in a given category; all
these factors together are considered, and the designation of funds on the Focus
list and Extended list represents management's judgment based on the above
criteria. In addition, management may consider a fund's profile over the course
of several review periods before making a change to its category assignment.
These category assignments will be posted quarterly to the DWS funds' Web site
at www.dws-investments.com, approximately one month after the end of each
quarter. DWS Investments Wholesalers receive the highest compensation for Focus
list funds, less for Extended list funds and the lowest for Index funds. The
level of compensation among these categories may differ significantly.

In the normal course of business, DWS Investments will from time to time
introduce new funds into the DWS family of funds. As a general rule, new funds
will be assigned to the Focus list compensation category. As described above,
the fund category assignments are reviewed periodically and are subject to
change.

The prospect of receiving, or the receipt of, additional compensation by a DWS
Investments Wholesaler under the Plan may provide an incentive to favor
marketing the Focus list or Extended list funds over Index funds. The Plan,
however, will not change the price that investors pay for shares of a fund. The
DWS Investments Compliance Department monitors DWS Investments Wholesaler sales
and other activity in an effort to detect unusual activity in the context of the
compensation structure under the Plan. However, investors may wish to take the
Plan and the product category of the fund into account when considering
purchasing a fund or evaluating any recommendations relating to fund shares.


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 Portfolio shares or the retention and/or servicing of
investors and Portfolio 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
Portfolio, to financial advisors in connection with the sale and/or distribution
of Portfolio shares or the retention and/or servicing of Portfolio investors and
Portfolio 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
portfolio, any record keeping/sub-transfer agency/networking fees payable by
each Portfolio (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 Portfolio with
"shelf space" or access to a third party platform or portfolio offering list, or
other marketing programs including, without limitation, inclusion of each
Portfolio 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 Portfolio
attributable to the financial advisor, the particular portfolio or portfolio
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 Portfolio serviced and maintained by the financial advisor, .05%
to .25% of sales of the Portfolio 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 Portfolio or of any particular
share class of the Portfolio. 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 Portfolio.

The Advisor, the Distributor and/or their affiliates may also make such revenue
sharing payments to financial advisors under the terms discussed above in
connection with the distribution of both DWS funds and non-DWS funds by
financial advisors to retirement plans that obtain record keeping services from
ADP, Inc. on the DWS Investments branded retirement plan platform (the
"Platform") with the level of revenue sharing payments being based upon sales of
both the DWS funds and the non-DWS funds by the financial advisor on the
Platform or current assets of both the DWS funds and the non-DWS funds serviced
and maintained by the financial advisor on the Platform.

As of the date hereof, each Portfolio has been advised that the Advisor, the
Distributor and their affiliates expect that the following firms will receive
revenue sharing payments at different points during the coming year as described
above:

Channel: Broker-Dealers and Financial Advisors
----------------------------------------------
AIG Advisors Group
Ameriprise
Cadaret, Grant & Co. Inc.
Capital Analyst, Incorporated
Citigroup Global Markets, Inc. (dba Smith Barney)
Commonwealth Equity Services, LLP (dba Commonwealth Financial Network)
Deutsche Bank Group
Ensemble Financial Services
First Allied Securities
First Clearing/Wachovia Securities
HD Vest Investment Securities, Inc.
ING Advisors Network
John Hancock Distributors LLC
LPL Financial
M.L. Stern & Co.
Meridien Financial Group
Merrill Lynch, Pierce, Fenner & Smith Inc.
Morgan Stanley
Oppenheimer & Co., Inc.
PlanMember Services
Prime Capital Inc.
Raymond James & Associates
Raymond James Financial Services
RBC Dain Rauscher, Inc
Securities America, Inc.
UBS Financial Services
Wells Fargo Investments, LLC

Channel: Cash Product Platform
------------------------------
Allegheny Investments LTD
Bank of America
Bank of New York (Hare & Co.)
BMO Capital Markets
Brown Brothers Harriman
Brown Investment Advisory & Trust Company
Cadaret Grant & Co.
Chicago Mercantile Exchange
D.A. Davidson & Company
Deutsche Bank Group
Emmett A. Larkin Company
Fiduciary Trust Co. - International
First Southwest Company
J.P. Morgan Clearing Corp.
Legent Clearing LLC
Lincoln Investment Planning
LPL Financial
Mellon Financial Markets LLC
Mesirow Financial, Inc.
Penson Financial Services
Pershing Choice Platform
ProFunds Distributors, Inc.
Ridge Clearing & Outsourcing Solutions
Robert W. Baird & Co.
Romano Brothers and Company
SAMCO Capital Markets
Smith Moore & Company
Sungard Institutional Brokerage Inc.
Treasury Curve LLC
US Bancorp
UBS Financial Services
William Blair & Company

Channel: Third Party Insurance Platforms
----------------------------------------
Allstate Life Insurance Company of New York
Ameritas Life Insurance Group
Annuity Investors Life Insurance Company
Columbus Life Insurance Company
Commonwealth Annuity and Life Insurance Company
Companion Life Insurance Company
Connecticut General Life Insurance Company
EquiTrust Life Insurance Company
Farm Bureau Life Insurance Company
Farmers New World Life Insurance Company
Fidelity Security Life Insurance Company
First Allmerica Financial Life Insurance Company
First Great West Life and Annuity Company
Genworth Life Insurance Company of New York
Genworth Life and Annuity Insurance Company
Great West Life and Annuity Insurance Company
Hartford Life Insurance Company
Integrity Life Insurance Company
John Hancock Life Insurance companies
Kemper Investors Life Insurance Company
Lincoln Benefit Life Insurance Company
Lincoln Life & Annuity Company of New York
Lincoln National Life Insurance Company
Massachusetts Mutual Life Insurance Group
MetLife Group
Minnesota Life Insurance Company
National Life Insurance Company
National Integrity Life Insurance Company
Nationwide Group
New York Life Insurance and Annuity Corporation
Phoenix Life Insurance Company
Protective Life Insurance
Provident Mutual Life Insurance
Prudential Insurance Company of America
Sun Life Group
Symetra Life Insurance Company
Transamerica Life Insurance Company
Union Central Life Insurance Company
United of Omaha Life Insurance Company
United Investors Life Insurance Company
Western Southern Life Assurance Company

Any additions, modifications or deletions to the financial advisors identified
above that have occurred since the date hereof are not reflected.

The Advisor, the Distributor or their affiliates may enter into additional
revenue sharing arrangements or change or discontinue existing arrangements with
financial advisors at any time without notice.

The prospect of receiving, or the receipt of additional compensation or
promotional incentives described above by financial advisors may provide such
financial advisors and/or their salespersons with an incentive to favor sales of
shares of the DWS funds or a particular DWS fund over sales of shares of mutual
funds (or non-mutual fund investments) with respect to which the financial
advisor does not receive additional compensation or promotional incentives, or
receives lower levels of additional compensation or promotional incentives.
Similarly, financial advisors may receive different compensation or incentives
that may influence their recommendation of any particular share class of a
Portfolio or of other portfolios. These payment arrangements, however, will not
change the price that an investor pays for Portfolio shares or the amount that a
Portfolio receives to invest on behalf of an investor and will not increase
Portfolio expenses. You may wish to take such payment arrangements into account
when considering and evaluating any recommendations relating to Portfolio 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 a
Portfolio 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 a Portfolio. 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.

Redemption of Shares

General

Although it is each Portfolio's present policy to redeem in cash, Treasury
Portfolio (upon consent of a redeeming shareholder) and Tax-Exempt Portfolio may
pay the redemption price by a distribution of portfolio securities in lieu of
cash, in conformity with the applicable regulatory requirements, taking such
securities at the same value used to determine net asset value, and selecting
the securities in such manner as may be deemed fair and equitable. If such a
distribution occurs, 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 redemption would not be liquid as a
redemption entirely in cash. Each Trust has elected to be governed by Rule 18f-1
under the 1940 Act pursuant to which the Trust is obligated to redeem shares of
a Portfolio solely in cash up to the lesser of $250,000 or 1% of the net assets
of that Portfolio during any 90-day period for any one shareholder of record.

If shares of a Portfolio to be redeemed were purchased by check or through
certain Automated Clearing House ("ACH") transactions, the Portfolio 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 Portfolio of the purchase amount. Shareholders may not use
ACH or Redemption Checks (defined below) until the shares being redeemed have
been owned for at least 10 days and shareholders may not use such procedures to
redeem shares held in certificated form. There is no delay when shares being
redeemed were purchased by wiring Federal Funds.

If shares being redeemed were acquired from an exchange of shares of a mutual
fund that were offered subject to a contingent deferred sales charge as
described in the prospectus for that other fund, the redemption of such shares
by a Portfolio may be subject to a contingent deferred sales charge as explained
in such prospectus.

Shareholders can request the following telephone privileges: expedited wire
transfer redemptions, ACH transactions and exchange transactions for individual
and institutional accounts and pre-authorized telephone redemption transactions
for certain institutional accounts. Shareholders may choose these privileges on
the account application or by contacting the Shareholder Service Agent for
appropriate instructions. Please note that the telephone exchange privilege is
automatic unless the shareholder refuses it on the account application. Each
Portfolio 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 a Portfolio or its agents reasonably believe, based upon
reasonable verification procedures, that the telephone instructions are genuine.
The shareholder will bear the risk of loss, resulting from fraudulent or
unauthorized transactions, as long as the reasonable verification procedures are
followed. The verification procedures include recording instructions, requiring
certain identifying information before acting upon instructions and sending
written confirmations.

Each Portfolio reserves the right to redeem an account that falls below the
minimum investment level. Thus, a shareholder who makes only the minimum initial
investment and then redeems any portion thereof might have the account redeemed.
A shareholder will be notified in writing and will be allowed 60 days to make
additional purchases to bring the account value up to the minimum investment
level before a Portfolio redeems the shareholder account.

Financial services firms provide varying arrangements for their clients to
redeem Portfolio shares. Such firms may independently establish and charge
amounts to their clients for such services.

Regular Redemptions. When shares are held for the account of a shareholder by a
Portfolio's transfer agent, the shareholder may redeem them by sending a written
request (with signatures guaranteed for amounts that exceed $100,000) to DWS
Investments Service Company, P.O. Box 219557, Kansas City, Missouri 64121. When
certificates for shares have been issued, they must be mailed to or deposited
with the Shareholder Service Agent, along with a duly endorsed stock power and
accompanied by a written request for redemption. Redemption requests and a stock
power must be endorsed by the account holder with signatures guaranteed by a
commercial bank, trust company, savings and loan association, federal savings
bank, member firm of a national securities exchange or other eligible financial
institution. The redemption request and stock power must be signed exactly as
the account is registered including any special capacity of the registered
owner. 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, trustees or guardians.

Redemption by Check/ACH Debit Disclosure. The Portfolios will accept Automated
Clearing House ("ACH") debit entries for accounts that have elected the
checkwriting 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 Portfolio shares in
your account to pay the entry to the third party originating the debit. The
Portfolio 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. A Portfolio, the Portfolio'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; a Portfolio 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 shares of a Portfolio then in the account and
available for redemption. A Portfolio 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 a portfolio 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 have told a portfolio 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, a
portfolio may also require that you put your request in writing so that a
portfolio will receive it within 14 days after you call. If you order a
portfolio to stop one of these payments three (3) business days or more before
the transfer is scheduled and a Portfolio does not do so, a Portfolio 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. 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.

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 a Portfolio 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 a Portfolio 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 a portfolio or
Shareholder Service Agent could have stopped someone from taking that money if
you had notified the Shareholder Service Agent in time.

Tell us your name and account number. Describe the error or the transfer you are
unsure about, and explain 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 Portfolio 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 a Portfolio, the Portfolio's named transfer agent or the
Shareholder Service Agent does not complete a transfer from your account on time
or in the correct amount according to a portfolio's agreement with you, a
Portfolio may be liable for your losses or damages. A portfolio 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, a portfolio's liability
shall not exceed the amount of the transfer in question.

A Portfolio, the Portfolio's named 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 a Portfolio written
permission.

The acceptance and processing of ACH debit entry transactions is established
solely for your convenience and a Portfolio reserves the right to suspend,
terminate or modify your ability to redeem fund 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.

Telephone Redemptions. If the proceeds of the redemption are $100,000 or less
and the proceeds are payable to the shareholder 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, guardian and custodian account
holders, provided the trustee, executor, guardian or custodian 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, provided that this
privilege has been pre-authorized by the institutional account holder or
guardian account holder by written instruction to the Shareholder Service Agent
with signatures guaranteed. Telephone requests may be made by calling (800)
728-3337. Shares purchased by check or through certain ACH transactions 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 certificate 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
Shareholder Service Agent by telephone, it may be difficult to use the telephone
redemption privilege, although investors can still redeem by mail. Each
Portfolio reserves the right to terminate or modify this privilege at any time.

Redemptions By Draft. Upon request, shareholders will be provided with drafts to
be drawn on a Portfolio ("Redemption Checks"). These Redemption Checks may be
made payable to the order of any person for not more than $5 million.
Shareholders should not write Redemption Checks in an amount less than $100.
When a Redemption Check is presented for payment, a sufficient number of full
and fractional shares in the shareholder's account will be redeemed as of the
next determined net asset value to cover the amount of the Redemption Check.
This will enable the shareholder to continue earning dividends until a Portfolio
receives the Redemption Check. A shareholder wishing to use this method of
redemption must complete and file an Account Application which is available from
each Portfolio or firms through which shares were purchased. Redemption Checks
should not be used to close an account since the account normally includes
accrued but unpaid dividends. Each Portfolio reserves the right to terminate or
modify this privilege at any time. This privilege may not be available through
some firms that distribute shares of each Portfolio. In addition, firms may
impose minimum balance requirements in order to offer this feature. Firms may
also impose fees to investors for this privilege or establish variations of
minimum check amounts if approved by each Portfolio.

Unless one signer is authorized on the Account Application, Redemption Checks
must be signed by all account holders. Any change in the signature authorization
must be made by written notice to the Shareholder Service Agent. Shares
purchased by check or through certain ACH transactions may not be redeemed by
Redemption Check until the shares have been owned for at least 10 days.
Shareholders may not use this procedure to redeem shares held in certificate
form. Each Portfolio reserves the right to terminate or modify this privilege at
any time.

A Portfolio may refuse to honor Redemption Checks whenever the right of
redemption has been suspended or postponed, or whenever the account is otherwise
impaired. A $10 service fee will be charged when a Redemption Check is presented
to redeem Portfolio shares in excess of the value of a Portfolio account; when a
Redemption Check is presented that would require redemption of shares that were
purchased by check or certain ACH transactions within 10 days; or when "stop
payment" of a Redemption Check is requested.

Special Features. Certain firms that offer shares of a Portfolio also provide
special redemption features through charge or debit cards and checks that redeem
Portfolio shares. Various firms have different charges for their services.
Shareholders should obtain information from their firm with respect to any
special redemption features, applicable charges, minimum balance requirements
and special rules of the cash management program being offered.

Special Features

Exchange Privilege. Shareholders may request a taxable exchange of their shares
for shares of the corresponding class of other DWS funds without imposition of a
sales charge, subject to the provisions below.

Shareholders who exchange their shares out of a DWS money market fund (not
including shares acquired by dividend reinvestment or by exchange from Class A
shares of another DWS fund) into Class A shares of certain other DWS funds, will
generally be subject to the applicable sales charge.

Certain DWS funds may not be available to shareholders on an exchange. To learn
more about which DWS funds may be available on exchange, please contact your
financial services firm or visit our Web site at: www.dws-investments.com or
call (800) 621-1048.

Shareholders may obtain prospectus(es) of the DWS fund they are exchanging into
from dealers, other firms or DIDI.

Automatic Withdrawal Program. An owner of $5,000 or more of a Portfolio's shares
may provide for the payment from the owner's account of any requested dollar
amount up to $50,000 to be paid to the owner or the owner's designated payee
monthly, quarterly, semiannually or annually. The $5,000 minimum account size is
not applicable to Individual Retirement Accounts ("IRAs"). Dividend
distributions will be reinvested automatically at net asset value. A sufficient
number of full and fractional shares will be redeemed to make the designated
payment. Depending upon the size of the payments requested, redemptions for the
purpose of making such payments may reduce or even exhaust the account. The
program may be amended on thirty days notice by a Portfolio and may be
terminated at any time by the shareholder or a Portfolio. Firms provide varying
arrangements for their clients to redeem shares of a Portfolio on a periodic
basis. Such firms may independently establish minimums for such services.

Electronic Funds Transfer Programs. For your convenience, each Trust has
established several investment and redemption programs using electronic funds
transfer via the Automated Clearing House ("ACH"). There is currently no charge
by either Trust for these programs. To use these features, your financial
institution (your employer's financial institution in the case of payroll
deposit) must be affiliated with an ACH. This ACH affiliation permits the
Shareholder Service Agent to electronically transfer money between your bank
account, or employer's payroll bank in the case of Direct Deposit, and your
account. Your bank's crediting policies of these transferred funds may vary.
These features may be amended or terminated at any time by the Trusts.
Shareholders should contact DWS Investments Service Company at (800) 728-3337 or
the financial services firm through which their account was established for more
information. These programs may not be available through some firms that
distribute shares of the Portfolios.

                                    DIVIDENDS

Dividends are declared daily and paid monthly. Shareholders will receive
dividends in additional shares unless they elect to receive cash. Dividends will
be reinvested monthly in shares of a Portfolio at the net asset value normally
on the last business day of each month for the Tax-Exempt Portfolio and the
Treasury Portfolio if a business day, otherwise on the next business day.
Dividends are treated the same for federal income tax purposes whether received
in cash or reinvested in additional shares. A Portfolio will pay shareholders
who redeem their entire accounts all unpaid dividends at the time of the
redemption not later than the next dividend payment date. Upon written request
to the Shareholder Service Agent, a shareholder may elect to have Portfolio
dividends invested without sales charge in shares of another DWS fund offering
this privilege at the net asset value of such other fund. See "Special Features
-- Exchange Privilege" for a list of such other DWS funds. To use this privilege
of investing Portfolio dividends in shares of another DWS fund, shareholders
must maintain a minimum account value of $1,000 in this Portfolio and must
maintain a minimum account value of $1,000 in the fund in which dividends are
reinvested.

Each Portfolio calculates its dividends based on its daily net investment
income. For this purpose, the net investment income of a Portfolio generally
consists of (a) accrued interest income plus or minus amortized discount or
premium (excluding market discount for the Tax-Exempt Portfolio), (b) plus or
minus all short-term realized gains and losses on investments and (c) minus
accrued expenses allocated to the Portfolio. Expenses of each Portfolio are
accrued each day. Dividends are reinvested monthly and shareholders will receive
monthly confirmations of dividends and of purchase and redemption transactions
except that confirmations of dividend reinvestment for IRAs and other fiduciary
accounts for which SSB acts as trustee will be sent quarterly.

If the shareholder elects to receive dividends in cash, checks will be mailed
monthly, within five business days of the reinvestment date (described below),
to the shareholder or any person designated by the shareholder. At the option of
the shareholder, cash dividends may be sent by Federal Funds wire. Shareholders
may request to have dividends sent by wire on the Account Application or by
contacting the Shareholder Service Agent (see "Purchase of Shares"). A Portfolio
reinvests dividend checks (and future dividends) in shares of the Portfolio if
checks are returned as undeliverable. Dividends and other distributions in the
aggregate amount of $10 or less are automatically reinvested in shares of a
Portfolio unless the shareholder requests that such policy not be applied to the
shareholder's account.

                                      TAXES

The following is intended to be a general summary of certain federal income tax
consequences of investing in the Portfolios. It is not intended as a complete
discussion of all such consequences, nor does it purport to deal with all
categories of investors or foreign, state or local taxes. Investors are
therefore advised to consult with their tax advisors before making an investment
in a Portfolio.

Treasury Portfolio. The Treasury Portfolio has elected to be treated and has
qualified, and intends to continue to qualify, as a regulated investment company
under Subchapter M of the Internal Revenue Code (the "Code"), and, if so
qualified, will not be subject to federal income taxes to the extent its
earnings are distributed. Dividends derived from interest and short-term capital
gains are taxable to shareholders as ordinary income whether received in cash or
reinvested in additional shares. Long-term capital gains distributions, if any,
are taxable as long-term capital gains regardless of the length of time
shareholders have owned their shares. Dividends from the Portfolio are not
expected to be treated as qualified dividend income or qualify for the dividends
received deduction available to corporate shareholders.

Tax-Exempt Portfolio. The Tax-Exempt Portfolio has elected to be treated and has
qualified, and intends to continue to qualify, under the Code as a regulated
investment company and, if so qualified, will not be liable for federal income
taxes to the extent its earnings are distributed. This Portfolio also intends to
meet the requirements of the Code applicable to regulated investment companies
distributing tax-exempt interest dividends and, accordingly, dividends
representing net tax-exempt interest received by the Portfolio will not be
included by shareholders in their gross income for federal income tax purposes,
except to the extent such interest is subject to the alternative minimum tax as
discussed below. In order for the Portfolio to qualify to pay exempt-interest
dividends, the Code requires that at the close of each quarter of the
Portfolio's taxable year, at least 50 percent of the value of the Portfolio's
total assets consist of obligations the interest on which is exempt from federal
income tax. Dividends representing taxable net investment income (such as net
interest income from temporary investments in obligations of the US Government)
and net short-term capital gains, if any, are taxable to shareholders as
ordinary income. Net interest on certain "private activity bonds" issued on or
after August 8, 1986 is treated as an item of tax preference and may, therefore,
be subject to both the individual and corporate alternative minimum tax. To the
extent provided by regulations to be issued by the Secretary of the Treasury,
exempt-interest dividends from the Tax-Exempt Portfolio are to be treated as
interest on private activity bonds in proportion to the interest income the
Portfolio receives from private activity bonds, reduced by allowable deductions.

Exempt-interest dividends, except to the extent of interest from "private
activity bonds," are not treated as a tax-preference item. For a corporate
shareholder, however, such dividends will be included in determining such
corporate shareholder's "adjusted current earnings." Seventy-five percent of the
excess, if any, of "adjusted current earnings" over the corporate shareholder's
other alternative minimum taxable income with certain adjustments will be a
tax-preference item. Corporate shareholders are advised to consult their tax
advisors with respect to alternative minimum tax consequences.

Shareholders will be required to disclose on their federal income tax returns
the amount of tax-exempt interest earned during the year, including
exempt-interest dividends received from the Tax-Exempt Portfolio.

Individuals whose modified income exceeds a base amount will be subject to
federal income tax on up to 85% of their Social Security benefits. Modified
income includes adjusted gross income, tax-exempt interest, including
exempt-interest dividends from the Tax-Exempt Portfolio, and 50% of Social
Security benefits.

The tax exemption of dividends from the Tax-Exempt Portfolio for federal income
tax purposes does not necessarily result in exemption under the income or other
tax laws of any state or local taxing authority. The laws of the several states
and local taxing authorities vary with respect to the taxation of such income
and shareholders of the Portfolio are advised to consult their own tax advisors
as to the status of their accounts under state and local tax laws.

Interest on indebtedness which is incurred to purchase or carry shares of the
Tax-Exempt Portfolio is not deductible for federal income tax purposes to the
extent that the Portfolio distributes exempt-interest dividends during the
taxable year. Further, the Tax-Exempt Portfolio may not be an appropriate
investment for entities or persons who are "substantial users" of facilities
financed by private activity bonds or certain industrial development bonds held
by the Tax-Exempt Portfolio or are "related persons" to such users; such persons
should consult their tax advisors before investing in the Tax-Exempt Portfolio.

Special tax rules apply to investments through defined contribution plans and
other tax-qualified plans. Shareholders should consult their tax advisor to
determine the suitability of shares of a Portfolio as an investment through such
plans and the precise effect of an investment on their particular tax situation.



Dividends or distributions declared in October, November or December to
shareholders of record as of a date in one of those months and paid during the
following January are treated as paid on December 31 of the calendar year in
which declared for federal income tax purposes. The Portfolio may adjust their
schedules for dividend reinvestment for the month of December to assist in
complying with the reporting and minimum distribution requirements contained in
the Code. Each Portfolio is required by law to withhold a portion of dividends
(including exempt-interest dividends) and redemption proceeds paid to certain
shareholders that do not furnish a correct taxpayer identification number (in
the case of most individuals, a social security number) and in certain other
circumstances. Trustees of qualified retirement plans and 403(b)(7) accounts are
required by law to withhold 20% of the taxable portion of any distribution that
is eligible to be "rolled over." The 20% withholding requirement does not apply
to distributions from IRAs or any part of a distribution that is transferred
directly to another qualified retirement plan, 403(b)(7) account, or IRA.
Shareholders should consult their tax advisors regarding the 20% withholding
requirement.

Shareholders normally will receive monthly confirmations of dividends and of
purchase and redemption transactions except that confirmations of dividend
reinvestment for IRAs and other fiduciary accounts for which Investors Fiduciary
Trust Company serves as trustee will be sent quarterly. Firms may provide
varying arrangements with their clients with respect to confirmations. Tax
information will be provided annually. Shareholders are encouraged to retain
copies of their account confirmation statements or year-end statements for tax
reporting purposes. However, those who have incomplete records may obtain
historical account transaction information at a reasonable fee.

INVESTORS ARE ADVISED TO CONSULT THEIR OWN TAX ADVISORS WITH RESPECT TO THE
APPLICATION OF THE ABOVE-DESCRIBED GENERAL FEDERAL INCOME TAX RULES TO THEIR OWN
CIRCUMSTANCES AND WITH RESPECT TO OTHER FEDERAL, STATE, LOCAL OR FOREIGN TAX
CONSEQUENCES TO THEM BEFORE MAKING AN INVESTMENT IN A PORTFOLIO.

                                 NET ASSET VALUE

The net asset value ("NAV") per share of the Portfolio is calculated on each day
on which the Portfolio is open for business. The Portfolio is open for business
each day the New York Stock Exchange is open, as described in the Portfolio's
current prospectus. The NAV per share of the Portfolio is computed by dividing
the value of the Portfolio's assets less all liabilities, by the total number of
shares of the Portfolio outstanding. Although there is no guarantee, the
Portfolio's NAV per share will normally be $1.00.

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.

The Board has established procedures reasonably designed to stabilize the
Portfolio's NAV per share at $1.00. Under the procedures, the Advisor will
monitor and notify the Board of circumstances where the Portfolio's NAV per
share calculated by using market valuations may deviate from the $1.00 per share
calculated using amortized cost. If there were any deviation that the Board
believed would result in a material dilution or unfair result for investors or
existing shareholders, the Board would promptly consider what action, if any,
should be initiated. Such actions could include selling assets prior to maturity
to realize capital gains or losses; shortening average maturity of the
portfolio; withholding or reducing dividends; redeeming shares in kind; or
valuing assets based on market valuations.

Market valuations are obtained by using actual quotations provided by market
makers, estimates of market value, or values obtained from yield data relating
to classes of money market instruments published by reputable sources at the
mean between the bid and asked prices for the instruments. In accordance with
procedures approved by the Board, in the event market quotations are not readily
available for certain portfolio assets the fair value of such portfolio assets
will be determined in good faith by the Portfolio's Pricing Committee (or, in
some cases, the Board's Valuation Committee) based upon input from the Advisor
or other third parties.

                           BOARD MEMBERS AND OFFICERS

The following table presents certain information regarding the Board Members of
the Trusts. 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 Trusts 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 Trusts. Because the Portfolios do 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.

<TABLE>
<CAPTION>
Independent Board Members

--------------------------------------------------------------------------------------------------------------------
 Name, Year of Birth, Position                                                                   Number of Funds
 with the Trusts and Length of    Business Experience and                                        in DWS Fund
 Time Served(1)                   Directorships During the Past 5 Years                          Complex Overseen
--------------------------------------------------------------------------------------------------------------------
<S>                               <C>                                                                   <C>
Paul K. Freeman                   Consultant, World Bank/Inter-American Development Bank;               125
(1950)                            Governing Council of the Independent Directors Council
Chairperson since 2009, and       (governance, executive committees); formerly: Project Leader,
Board Member since 1993           International Institute for Applied Systems Analysis
                                  (1998-2001); Chief Executive Officer, The Eric Group, Inc.
                                  (environmental insurance) (1986-1998)
--------------------------------------------------------------------------------------------------------------------
John W. Ballantine (1946)         Retired; formerly: Executive Vice President and Chief Risk            125
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:               125
 Board Member since               Association of Public Television Stations; Becton Dickinson
 1990                             and Company(2) (medical technology company); Belo
                                  Corporation(2) (media company); Boston Museum of Science;
                                  Public Radio International; PRX, The Public Radio Exchange;
                                  The PBS Foundation; former Directorships: American Public
                                  Television; Concord Academy; New England Aquarium; Mass.
                                  Corporation for Educational Telecommunications; Committee for
                                  Economic Development; Public Broadcasting Service
--------------------------------------------------------------------------------------------------------------------
Dawn-Marie Driscoll (1946)        President, Driscoll Associates (consulting firm); Executive           125
Board Member since 1987           Fellow, Center for Business Ethics, Bentley University;
                                  formerly: Partner, Palmer & Dodge (1988-1990); Vice President
                                  of Corporate Affairs and General Counsel, Filene's
                                  (1978-1988); Directorships: Trustee of 20 open-end mutual
                                  funds managed by Sun Capital Advisers, Inc. (since 2007);
                                  Director of ICI Mutual Insurance Company (since 2007);
                                  Advisory Board, Center for Business Ethics, Bentley
                                  University; Trustee, Southwest Florida Community Foundation
                                  (charitable organization); former Directorships: Investment
                                  Company Institute (audit, executive, nominating committees)
                                  and Independent Directors Council (governance, executive
                                  committees)
--------------------------------------------------------------------------------------------------------------------
Keith R. Fox (1954)               Managing General Partner, Exeter Capital Partners (a series           125
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           125
(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,         125
(1946)                            Finance Department, The Wharton School, University of
Board Member since                Pennsylvania (since July 1972); Co-Director, Wharton
1990                              Financial Institutions Center (since July 2000); Director,
                                  Japan Equity Fund, Inc. (since September 2007), Thai Capital
                                  Fund, Inc. (since September 2007), Singapore Fund, Inc.
                                  (since September 2007); formerly: Vice Dean and Director,
                                  Wharton Undergraduate Division (July 1995-June 2000);
                                  Director, Lauder Institute of International Management
                                  Studies (July 2000-June 2006)
--------------------------------------------------------------------------------------------------------------------
William McClayton (1944)          Managing Director, Diamond Management & Technology                    125
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             125
(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); Director,
                                  CardioNet, Inc.(2) (2009-present) (health care); formerly:
                                  Executive Vice President, The Glenmede Trust Company
                                  (investment trust and wealth management) (1983 to 2004);
                                  Board Member, Investor Education (charitable organization)
                                  (2004-2005); Director, Viasys Health Care(2) (January
                                  2007-June 2007)
--------------------------------------------------------------------------------------------------------------------
William N. Searcy, Jr.            Private investor since October 2003; Trustee of 20 open-end           125
(1946)                            mutual funds managed by Sun Capital Advisers, Inc. (since
Board Member since                October 1998); formerly: Pension & Savings Trust Officer,
1993                              Sprint Corporation(2) (telecommunications) (November
                                  1989-September 2003)
--------------------------------------------------------------------------------------------------------------------
Jean Gleason Stromberg            Retired; formerly: Consultant (1997-2001); Director, US               125
(1943)                            Government Accountability Office (1996-1997); Partner,
Board Member since                Fulbright & Jaworski, L.L.P. (law firm) (1978-1996);
1997                              Directorships: The William and Flora Hewlett Foundation;
                                  Business Leadership Council, Wellesley College; former
                                  Directorships: Service Source, Inc., Mutual Fund Directors
                                  Forum (2002-2004), American Bar Retirement Association
                                  (funding vehicle for retirement plans) (1987-1990 and
                                  1994-1996)
--------------------------------------------------------------------------------------------------------------------
Robert H. Wadsworth (1940)        President, Robert H. Wadsworth & Associates, Inc. (consulting         128
Board Member since 1999           firm) (1983 to present); Director, The Phoenix Boys Choir
                                  Association
--------------------------------------------------------------------------------------------------------------------

Interested Board Member

--------------------------------------------------------------------------------------------------------------------
 Name, Year of Birth, Position    Business Experience and                                        Number of Funds
 with the Trusts and Length of                                                                   in DWS Fund
 Time Served(1)                   Directorships During the Past 5 Years                          Complex Overseen
--------------------------------------------------------------------------------------------------------------------
 Axel Schwarzer(3)                Managing Director(4), Deutsche Asset Management; Head of              125
 (1958)                           Deutsche Asset Management Americas; CEO of DWS Investments;
 Board Member since               relocated to Germany in July 2009 as Vice Chairman(4) of
 2006                             Deutsche Asset Management and Member of the Management Board
                                  of DWS Investments, responsible for Global Relationship
                                  Management; formerly: board member of DWS Investments,
                                  Germany (1999-2005); Head of Sales and Product Management for
                                  the Retail and Private Banking Division of Deutsche Bank in
                                  Germany (1997-1999); various strategic and operational
                                  positions for Deutsche Bank Germany Retail and Private
                                  Banking Division in the field of investment funds, tax driven
                                  instruments and asset management for corporates (1989-1996)
--------------------------------------------------------------------------------------------------------------------

Officers((5))

--------------------------------------------------------------------------------------------------------------------
 Name, Year of Birth, Position    Business Experience and
 with the Trusts and Length of
 Time Served(6)                   Directorships During the Past 5 Years
--------------------------------------------------------------------------------------------------------------------
 Michael G. Clark(7) (1965)       Managing Director(4), Deutsche Asset Management (2006-present); President of
 President, 2006-present          DWS family of funds; Director, ICI Mutual Insurance Company (since
                                  October 2007); formerly: Director of Fund Board Relations (2004-2006) and
                                  Director of Product Development (2000-2004), Merrill Lynch Investment Managers;
                                  Senior Vice President Operations, Merrill Lynch Asset Management (1999-2000)
--------------------------------------------------------------------------------------------------------------------
 John Millette(8) (1962)          Director(4), Deutsche Asset Management
 Vice President and Secretary,
 1999-present
--------------------------------------------------------------------------------------------------------------------
 Paul H. Schubert(7) (1963)       Managing Director(4), Deutsche Asset Management (since July 2004); formerly:
 Chief Financial Officer,         Executive Director, Head of Mutual Fund Services and Treasurer for UBS Family
 2004-present                     of Funds (1998-2004); Vice President and Director of Mutual Fund Finance at UBS
 Treasurer, 2005-present          Global Asset Management (1994-1998)
--------------------------------------------------------------------------------------------------------------------
 Caroline Pearson(8) (1962)       Managing Director(4), Deutsche Asset Management
 Assistant Secretary,
 1997-present
--------------------------------------------------------------------------------------------------------------------
 Rita Rubin(9) (1970)             Vice President and Counsel, Deutsche Asset Management (since October 2007);
 Assistant Secretary,             formerly, Vice President, Morgan Stanley Investment Management (2004-2007);
 2009-present                     Attorney, Shearman & Sterling LLP (2004); Vice President and Associate General
                                  Counsel, UBS Global Asset Management (2001-2004)
--------------------------------------------------------------------------------------------------------------------
 Paul Antosca(8)                  Director(4), Deutsche Asset Management (since 2006); formerly: Vice President,
 (1957)                           The Manufacturers Life Insurance Company (U.S.A.) (1990-2006)
 Assistant Treasurer,
 2007-present
--------------------------------------------------------------------------------------------------------------------
 Jack Clark (8)                   Director(4), Deutsche Asset Management (since 2007); formerly: Vice President,
 (1967)                           State Street Corporation (2002-2007)
 Assistant Treasurer,
 2007-present
--------------------------------------------------------------------------------------------------------------------
 Diane Kenneally(8)               Director(4), Deutsche Asset Management
 (1966)
 Assistant Treasurer,
 2007-present
--------------------------------------------------------------------------------------------------------------------
 Jason Vazquez(9) (1972)          Vice President, Deutsche Asset Management (since 2006); formerly: AML
 Anti-Money Laundering            Operations Manager for Bear Stearns (2004-2006); Supervising Compliance
 Compliance Officer,              Principal and Operations Manager for AXA Financial (1999-2004)
 2007-present
--------------------------------------------------------------------------------------------------------------------
 Robert Kloby(9) (1962)           Managing Director(4), Deutsche Asset Management (2004-present); formerly: Chief
 Chief Compliance Officer,        Compliance Officer/Chief Risk Officer, Robeco USA (2000-2004); Vice President,
 2006-present                     The Prudential Insurance Company of America (1988-2000); E.F. Hutton and
                                  Company (1984-1988)
--------------------------------------------------------------------------------------------------------------------
 J. Christopher Jackson(9)        Director(4), Deutsche Asset Management (2006-present); formerly: Director,
 (1951)                           Senior Vice President, General Counsel, and Assistant Secretary, Hansberger
 Chief Legal Officer,             Global Investors, Inc. (1996-2006); Director, National Society of Compliance
 2006-present                     Professionals (2002-2005) (2006-2009)
--------------------------------------------------------------------------------------------------------------------
</TABLE>


(1)      The length of time served  represents  the year in which the Board
         Member joined the board of one or more DWS funds  currently overseen
         by the Board.

(2)      A publicly held company with securities registered pursuant to
         Section 12 of the Securities Exchange Act of 1934.

(3)      The mailing address of Axel Schwarzer is DWS Investment GmbH, Mainzer
         Landstr. 178-190, Floor 5C, 60327 Frankfurt am Main, Germany. 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 Portfolios.

(4)      Executive title, not a board directorship.

(5)      As a result of their respective positions held with the Advisor, these
         individuals are considered "interested persons" of the Advisor within
         the meaning of the 1940 Act. Interested persons receive no compensation
         from the Portfolios.

(6)      The length of time served  represents  the year in which the officer
         was first  elected in such  capacity  for one or more DWS funds.

(7)      Address:  345 Park Avenue, New York, New York 10154.

(8)      Address: One Beacon Street, Boston, Massachusetts 02108.

(9)      Address:  280 Park Avenue, New York, New York 10017.

Certain officers hold similar positions for other investment companies for which
DIMA or an affiliate serves as the Advisor.

Officer's Role with Principal Underwriter:  DWS Investments Distributors, Inc.

 Paul H. Schubert:         Vice President
 Jason Vazquez:            Vice President and AML Compliance Officer
 Caroline Pearson:         Secretary

Board Members' Responsibilities. The officers of each Trust 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 Portfolios and
to provide oversight of the management of the Portfolios.

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 Portfolios' accounting
and financial reporting policies and procedures, (3) the Portfolios' 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 Portfolios. It also
approves and recommends to the Board the appointment, retention or termination
of the independent registered public accounting firm for the Portfolios, reviews
the scope of audit and internal controls, considers and reports to the Board on
matters relating to the Portfolios' accounting and financial reporting
practices, and performs such other tasks as the full Board deems necessary or
appropriate. The Audit Committee receives annual representations from the
independent registered public accounting firm as to its independence. The
members of the Audit Committee are William McClayton (Chair), Kenneth C.
Froewiss (Vice Chair), John W. Ballantine, Henry P. Becton, Jr., Keith R. Fox
and William N. Searcy, Jr. During the calendar year 2008, the Audit Committee of
the Portfolios' Board held six (6) meetings.

Nominating and Governance Committee: The Nominating and Governance Committee,
which consists entirely of Independent Board Members, recommends individuals for
membership on the Board, nominates officers, Board and committee chairs, vice
chairs and committee members, and oversees the operations of the Board. The
Nominating and Governance Committee also reviews recommendations by shareholders
for candidates for Board positions. Shareholders may recommend candidates for
Board positions by forwarding their correspondence by US mail or courier service
to Dawn-Marie Driscoll, P.O. Box 100176, Cape Coral, FL 33904. The members of
the Nominating and Governance Committee are Henry P. Becton, Jr. (Chair),
Rebecca W. Rimel (Vice Chair), Paul K. Freeman and William McClayton. During the
calendar year 2008, the Nominating and Governance Committee of the Portfolios'
Board held five (5) meetings.

Contract Committee: The Contract Committee, which consists entirely of
Independent Board Members, reviews at least annually, (a) the Portfolios'
financial arrangements with DIMA and its affiliates, and (b) the Portfolios'
expense ratios. The members of the Contract Committee are Robert H. Wadsworth
(Chair), Keith R. Fox (Vice Chair), Henry P. Becton, Jr., Richard J. Herring,
William McClayton and Jean Gleason Stromberg. During the calendar year 2008, the
Contract Review Committee of the Portfolios' Board held seven (7) meetings.

Equity Oversight Committee: The Equity Oversight Committee reviews the
investment operations of those portfolios that primarily invest in equity
securities (except for those funds managed by a quantitative investment team).
The members of the Equity Oversight Committee are John W. Ballantine (Chair),
William McClayton (Vice Chair), Henry P. Becton, Jr., Keith R. Fox, Richard J.
Herring and Rebecca W. Rimel. During the calendar year 2008, the Equity
Oversight Committee of the Portfolios' Board held five (5) meetings.

Fixed-Income and Quant Oversight Committee: The Fixed-Income and Quant Oversight
Committee reviews the investment operations of those funds that primarily invest
in fixed-income securities or are managed by a quantitative investment team. The
members of the Fixed-Income and Quant Oversight Committee are William N. Searcy,
Jr. (Chair), Jean Gleason Stromberg (Vice Chair), Dawn-Marie Driscoll, Kenneth
C. Froewiss and Robert H. Wadsworth. During the calendar year 2008, the
Fixed-Income Oversight Committee of the Portfolios' Board held five (5)
meetings.

Marketing and Shareholder Services Committee: The Marketing and Shareholder
Services Committee reviews the Portfolios' marketing program, sales practices
and literature and shareholder services. The Marketing and Shareholder Services
Committee also considers matters relating to fund mergers and liquidations and
the organization of new funds. The members of the Marketing and Shareholder
Services Committee are Richard J. Herring (Chair), Dawn-Marie Driscoll (Vice
Chair), Rebecca W. Rimel, Jean Gleason Stromberg and Robert H. Wadsworth. During
the calendar year 2008, the Marketing/Distribution/Shareholder Service Committee
of the Portfolios' Board held four (4) meetings.

The Operations Committee: The Operations Committee reviews the administrative
operations, legal affairs and general compliance matters of the Portfolios. The
Operations Committee reviews administrative matters related to the operations of
the Portfolios, policies and procedures relating to portfolio transactions,
custody arrangements, fidelity bond and insurance arrangements, valuation of
Portfolio assets and securities and such other tasks as the full Board deems
necessary or appropriate. The Operations Committee also oversees the valuation
of the Portfolios' securities and other assets and determines, as needed, the
fair value of Portfolio securities or other assets under certain circumstances
as described in the Portfolios' Valuation Procedures. The Operations Committee
has appointed a Valuation Sub-Committee, which may make determinations of fair
value required when the Operations Committee is not in session. The members of
the Operations Committee are Dawn-Marie Driscoll (Chair), John W. Ballantine
(Vice Chair), Kenneth C. Froewiss, Rebecca W. Rimel and William N. Searcy, Jr.
The members of the Valuation Sub-Committee are Kenneth C. Froewiss (Chair), John
W. Ballantine, Dawn-Marie Driscoll (Alternate), Rebecca W. Rimel (Alternate) and
William N. Searcy, Jr. (Alternate). During the calendar year 2008, the
Operations Committee held five (5) meetings and the Valuation Sub-Committee did
not hold any meetings.

Ad Hoc Committees. In addition to the standing committees described above, from
time to time the Board may also form ad hoc committees to consider specific
issues.

Remuneration. Each Independent Board Member receives compensation from the
Portfolios for his or her services, which includes retainer fees and specified
amounts for various committee services and for the Board Chairperson. No
additional compensation is paid to any Independent Board Member for travel time
to meetings, attendance at directors' educational seminars or conferences,
service on industry or association committees, participation as speakers at
directors' conferences or service on special fund industry director task forces
or subcommittees. Independent Board Members do not receive any employee benefits
such as pension or retirement benefits or health insurance from the Portfolios
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
Portfolios, 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 Portfolios. The following tables show compensation from the
Portfolios and aggregate compensation from all of the funds in the DWS fund
complex received by each Independent Board Member during the calendar year 2008.
Mr. Schwarzer is an interested person of the Portfolios and received no
compensation from the Portfolios or any fund in the DWS fund complex during the
relevant periods.

<TABLE>
<CAPTION>
                                          Aggregate              Aggregate
                                         Compensation           Compensation              Total Compensation
                                        from Treasury          from Tax-Exempt                from Fund and
  Name of Board Member                    Portfolio               Portfolio                DWS Fund Complex(1)
  --------------------                    ---------               ---------                -------------------
<S>                                           <C>                    <C>                        <C>
  John W. Ballantine                          $5,395                 $7,523                     $237,500
  Henry P. Becton, Jr.(2)                     $1,350                 $1,426                     $246,000
  Dawn-Marie Driscoll(2)((3))                 $1,581                 $1,673                     $292,500
  Keith R. Fox((2))                           $1,259                 $1,330                     $229,500
  Paul K. Freeman                             $5,846                 $8,146                     $255,000
  Kenneth C. Froewiss                         $1,239                 $1,309                     $226,750
  Richard J. Herring(2)                       $1,306                 $1,381                     $240,000
  William McClayton((4))                      $5,934                 $8,245                     $257,500
  Rebecca W. Rimel(2)                         $1,288                 $1,360                     $233,500
  William N. Searcy, Jr.                      $1,291                 $1,366                     $238,000
  Jean Gleason Stromberg                      $1,230                 $1,300                     $225,500
  Robert H. Wadsworth                         $5,476                 $7,670                     $273,500
</TABLE>

(1)      The DWS fund complex is composed of 136 funds as of December 31, 2008.

(2)      Aggregate compensation includes amounts paid to the Board Members for
         special meetings of ad hoc committees of the Board in connection with
         the consolidation of the DWS fund boards and various funds, meetings
         for considering fund expense simplification initiatives, and
         consideration of issues specific to the Portfolios' direct shareholders
         (i.e., those shareholders who did not purchase shares through financial
         intermediaries). Such amounts totaled $8,000 for Mr. Becton, $2,000 for
         Ms. Driscoll, $2,000 for Mr. Fox, $2,000 for Dr. Herring and $8,000 for
         Ms. Rimel. These meeting fees were borne by the funds.

(3)      Includes $70,000 in annual retainer fees received by Ms. Driscoll as
         Chairperson of DWS funds.

((4))    Includes $15,000 paid to Mr. McClayton for numerous special meetings of
         an ad hoc committee of the former Chicago Board in connection with
         board consolidation initiatives.

Board Member Ownership in the Portfolios

The following table shows the dollar range of equity securities beneficially
owned by each Board Member in the Portfolios and DWS fund complex as of December
31, 2008.

<TABLE>
<CAPTION>
                                                                 Dollar Range of       Aggregate Dollar Range of
                                          Dollar Range of      Beneficial Ownership       Ownership in all Funds
                                      Beneficial Ownership in     in Tax-Exempt        Overseen by Board Member in
Board Member                             Treasury Portfolio          Portfolio          the DWS Fund Complex((1))
------------                             ------------------          ---------          -------------------------

Independent Board Member:

<S>                                             <C>                    <C>                     <C>
John W. Ballantine                              None                   None                    Over $100,000
Henry P. Becton, Jr.                            None               $1 - $10,000                Over $100,000
Dawn-Marie Driscoll                             None            $50,001 - $100,000             Over $100,000
Keith R. Fox                                    None                   None                    Over $100,000
Paul K. Freeman                                 None                   None                    Over $100,000
Kenneth C. Froewiss                             None                   None                    Over $100,000
Richard J. Herring                              None                   None                    Over $100,000
William McClayton                               None                   None                    Over $100,000
Rebecca W. Rimel                                None                   None                    Over $100,000
William N. Searcy, Jr.                          None                   None                    Over $100,000
Jean Gleason Stromberg                          None             $10,001 - $50,000             Over $100,000
Robert H. Wadsworth                         $1 - $10,000               None                    Over $100,000

Interested Board Member:

Axel Schwarzer                                  None                   None                    Over $100,000
</TABLE>

(1)      Securities beneficially owned as defined under the 1934 Act include
         direct and/or indirect ownership of securities where the Board Member's
         economic interest is tied to the securities, employment ownership and
         securities when the Board Member can exert voting power, and when the
         Board Member has authority to sell the securities. The dollar ranges
         are: None, $1-$10,000, $10,001-$50,000, $50,001-$100,000 and over
         $100,000.

Ownership in Securities of the Advisor and Related Companies

As reported to the Portfolios, the information in the following table reflects
ownership by the Independent Board Members and their immediate family members of
certain securities as of December 31, 2008. Immediate family members can be a
spouse, children residing in the same household including step and adoptive
children, and any dependents. The securities represent ownership in the Advisor
or principal underwriter of the Portfolios 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
Portfolios (including Deutsche Bank AG).

<TABLE>
<CAPTION>
                                                                                    Value of          Percent of
                                   Owner and                                    Securities on an     Class on an
Independent                     Relationship to                     Title of        Aggregate         Aggregate
Board Member                      Board Member         Company        Class           Basis             Basis
------------                      ------------         -------        -----           -----             -----
<S>                               <C>                   <C>            <C>             <C>               <C>

John W. Ballantine                                      None
Henry P. Becton, Jr.                                    None
Dawn-Marie Driscoll                                     None
Keith R. Fox                                            None
Paul K. Freeman                                         None
Kenneth C. Froewiss                                     None
Richard J. Herring                                      None
William McClayton                                       None
Rebecca W. Rimel                                        None
William N. Searcy, Jr.                                  None
Jean Gleason Stromberg                                  None
Robert H. Wadsworth                                     None
</TABLE>

Securities Beneficially Owned

As of July 7, 2009, the Board Members and officers of the Trusts owned, as a
group, less than 1% of the outstanding shares of each Portfolio.

To the best of each Portfolio's knowledge, as of July 7, 2009, no person owned
of record or beneficially 5% or more of any class of the Portfolio's outstanding
shares, except as noted below.

Tax-Exempt Portfolio
--------------------


<TABLE>
<CAPTION>
Name and Address of Investor Ownership                          Shares                      % of Total Shares
--------------------------------------                          ------                      -----------------


<S>                                                      <C>                           <C>
RIDGE CLEARING & OUTSOURCING                             20,228,656.72                 100% of Capital Assets Funds
SVCS                                                                                             Shares
NEW YORK NY  10041-0004

D A DAVIDSON & CO                                            67,084,334.82                100% of Davidson Cash
TAX-EXEMPT OMNIBUS ACCT #1                                                                  Equivalent Shares
ATTN  BETH ANN THELEN
GREAT FALLS MT  59403-5015

PERSHING LLC FOR THE EXCLUSIVE                              963,119,571.97            46.42% of DWS Tax-Exempt Cash
BENEFIT OF CUSTOMERS                                                                      Institutional Shares
JERSEY CITY NJ  07399-0001

KNOTFLOAT & CO                                              280,483,630.55            13.52% of DWS Tax-Exempt Cash
C/O STATE STREET BANK                                                                     Institutional Shares
BOSTON MA  02206-5496

JP MORGAN CLEARING CORP                                     150,036,254.30            7.23% of DWS Tax-Exempt Cash
FBO XXXXXXXXXX                                                                            Institutional Shares
ATTN: DENISE DILORENZO-SIEGEL
BROOKLYN NY  11201-3832

LPL FINANCIAL SERVICES                                      422,308,931.56            93.7% of Premier Money Market
SAN DIEGO CA  92121-1968                                                                         Shares

SMITH MOORE & COMPANY                                        28,193,154.96            6.26% of Premier Money Market
CLAYTON MO  63105-1931                                                                           Shares

FIRST SOUTHWEST COMPANY                                      55,581,337.26              74.84% of Service Shares
DALLAS TX  75201-3852

PENSON FINANCIAL SERVICES                                    16,654,646.60              22.43% of Service Shares
DALLAS TX  75201-4609

FIDUCIARY TRUST CO INT'L AS AGENT                           162,124,500.00              60.5% of Tax-Exempt Cash
ATTN MUTUAL FUND PROCESSING                                                                  Managed Shares
ATTN CORPORATE TREASURY
NEW YORK NY  10020-2302

FIDUCIARY TRUST CO INT'L AS AGENT                            57,868,000.00              21.6% of Tax-Exempt Cash
NON COMPENSATION ACCOUNT                                                                     Managed Shares
ATTN CORPORATE TREASURY
NEW YORK NY  10020-2302

KNOTFLOAT & CO                                               39,220,574.51              14.64% of Tax-Exempt Cash
C/O STATE STREET BANK                                                                        Managed Shares
BOSTON MA  02206-5496

PERSHING LLC FOR THE EXCLUSIVE                              417,065,733.49            78.78% of Tax-Free Investment
BENEFIT OF CUSTOMERS                                                                              Class
JERSEY CITY NJ  07399-0001

WILLIAM BLAIR & COMPANY                                      83,471,707.49            15.77% of Tax-Free Investment
ATTN TERRY MULDOON                                                                                Class
CHICAGO IL  60606-5312
</TABLE>



Agreement to Indemnify Independent Trustees 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 Trustees of the Affected Funds, against certain
liabilities the Independent Trustees 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 Trustees 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 Trustees ultimately would not be entitled to indemnification or (2)
for any liability of the Independent Trustees to the Portfolios or their
shareholders to which the Independent Trustee would otherwise be subject by
reason of willful misfeasance, bad faith, gross negligence or reckless disregard
of the Independent Trustee'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
Trustees 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.

                               TRUST ORGANIZATION

For Investors Cash Trust only:

Investors Cash Trust is an open-end, diversified management investment company,
organized as a business trust under the laws of Massachusetts on March 2, 1990.
The Trust may issue an unlimited number of shares of beneficial interest in one
or more series or portfolios, all having no par value, which may be divided by
the Board of Trustees into classes of shares, subject to compliance with the SEC
regulations permitting the creation of separate classes of shares. The Trust is
currently composed of one series: Treasury Portfolio. Treasury Portfolio is
divided into four classes of shares: Investment Class, Premier Money Market
Shares, Institutional Shares and DWS U.S. Treasury Money Fund Class S Shares.

The Trust is a Massachusetts business trust organized under the laws of
Massachusetts and is governed by an Amended and Restated Declaration of Trust
that was approved by shareholders in the second quarter of 2008, as may be
further amended from time to time (the "Declaration of Trust"). All shares
issued and outstanding are fully paid and non-assessable, transferable, have no
pre-emptive or conversion rights (except as may be determined by the Board of
Trustees) and are redeemable as described in the SAI and the Portfolio's
prospectus. Each share has equal rights with each other share of the same class
of the Portfolio as to voting, dividends, exchanges, conversion features and
liquidation. Shareholders are entitled to one vote for each full share held and
fractional votes for fractional shares held.

The Portfolio generally is not required to hold meetings of its shareholders.
Under the Declaration of Trust, however, shareholder meetings will be held in
connection with the following matters to the extent and as provided in the
Declaration of Trust and as required by applicable law: (a) the election or
removal of trustees if a meeting is called for such purpose; (b) the termination
of the Trust or the Portfolio thereof; (c) an amendment of the Declaration of
Trust that (i) would affect a shareholder right to vote, (ii) may be required by
law to be approved by shareholders, and (iii) is submitted to shareholders by
the Board of Trustees; (d) such additional matters relating to the Trust as may
be required by law; and (e) such additional matters as the Board of Trustees may
determine to be necessary or desirable. Shareholders also vote upon changes in
fundamental policies or restrictions.

Except as noted above, the Declaration of Trust provides that the Board of
Trustees may amend or otherwise supplement the Declaration of Trust by making an
amendment, a supplemental thereto or an amended and restated Declaration of
Trust by an instrument in writing executed by a majority of the Board of
Trustees, provided that any provision of the Declaration of Trust that requires
the approval of more than a majority of the Board of Trustees for any matter may
be amended only with the approval of such greater number of the Board of
Trustees. The Board of Trustees may, without any shareholder vote, amend the
Declaration of Trust (x) to supply any omission, to cure, correct or supplement
any ambiguous, defective or inconsistent provision hereof, or (y) if they deem
it necessary or advisable, to conform the Declaration of Trust to the
requirements of applicable law, including the 1940 Act or the Internal Revenue
Code of 1986, as amended, but the Board of Trustees shall not be liable for
failing to do so, or (z) with respect to an amendment affecting the Portfolio or
class, for any reason at any time, if there are no shares of the Portfolio or
class outstanding at that time. In the event that the Board of Trustees, without
shareholder approval, make any material amendment to the Declaration of Trust
that affects the rights of shareholders, as determined by the Board of Trustees,
notice of the substance of such amendment shall be provided to shareholders
affected by such amendment at such time and in such manner as the Board of
Trustees determine to be appropriate, provided, however, that the failure to
provide such notice in any particular instance shall not affect the validity of
such amendment.

The Declaration of Trust provides that the Board of Trustees, subject to
applicable law, may authorize the Trust or any portfolio or class thereof to
merge, reorganize or consolidate with any corporation, association, trust or
series thereof (including another portfolio or class of the Trust) or other
entity (in each case, the "Surviving Entity") or the Board of Trustees may sell,
lease or exchange all or substantially all of the property owned or held for the
account of the Trust (or all or substantially all of the property allocated or
belonging to a particular portfolio or class) including its good will to any
Surviving Entity, upon such terms and conditions and for such consideration as
authorized by the Board of Trustees. Such transactions may be effected through
share-for-share exchanges, transfers or sales of assets, in-kind redemptions and
purchases, exchange offers, or any other method approved by the Board of
Trustees. The Board of Trustees shall provide notice to affected shareholders of
each transaction. The authority granted to the Board of Trustees under this
provision of the Declaration of Trust remains subject to the requirements of the
law. For example, rules under the 1940 Act require reorganizations involving
affiliated funds to be approved by the shareholders of the fund being acquired
unless certain conditions are satisfied. As a result, some transactions will
require shareholder approval even though the Declaration of Trust may not
otherwise require it. Such transactions could, in certain circumstances,
adversely affect the Portfolio's or class' expense ratio or other aspects of a
shareholder's investment.

The Declaration of Trust also provides that shareholder meeting quorum
requirements shall be established in the Trust's By-laws. The By-laws currently
in effect provide that the presence in person or by proxy of the holders of
thirty percent of the shares entitled to vote at a meeting (or of an individual
series or class if required to vote separately) shall constitute a quorum for
the transaction of business at meetings of shareholders of the Trust.

On any matter submitted to a vote of shareholders, all shares of the Trust
entitled to vote shall, except as otherwise provided in the Trust's By-Laws, be
voted in the aggregate as a single class without regard to series or classes of
shares, except (a) when required by applicable law or when the Trustees shall
have determined that the matter affects one or more series or classes of shares
materially differently, shares shall be voted by individual series or class; and
(b) when the Trustees have determined that the matter affects only the interests
of one or more series or classes, only shareholders of such series or classes
shall be entitled to vote thereon.

The Declaration of Trust provides that the Board of Trustees may, in its
discretion, establish minimum investment amounts for shareholder accounts,
impose fees on accounts that do not exceed a minimum investment amount and
involuntarily redeem shares in any such account in payment of such fees. The
Board of Trustees, in its sole discretion, also may cause the Trust to redeem
all of the shares of the Trust or one or more series or classes held by any
shareholder for any reason, to the extent permissible by the 1940 Act, including
(a) if the shareholder owns shares having an aggregate net asset value of less
than a specified minimum amount, (b) if a particular shareholder's ownership of
shares would disqualify a series from being a regulated investment company, (c)
upon a shareholder's failure to provide sufficient identification to permit the
Trust to verify the shareholder's identity, (d) upon a shareholder's failure to
pay for shares or meet or maintain the qualifications for ownership of a
particular class or series of shares, (e) if the Board of Trustees determines
(or pursuant to policies established by the Board it is determined) that share
ownership by a particular shareholder is not in the best interests of remaining
shareholders, (f) when a fund is requested or compelled to do so by governmental
authority or applicable law and (g) upon a shareholder's failure to comply with
a request for information with respect to the direct or indirect ownership of
shares of the Trust. The Declaration of Trust also authorizes the Board of
Trustees to terminate a portfolio or any class without shareholder approval, and
the Trust may suspend the right of shareholders to require the Trust to redeem
shares to the extent permissible under the 1940 Act.

Upon the termination of the Trust or any series, after paying or adequately
providing for the payment of all liabilities which may include the establishment
of a liquidating trust or similar vehicle, and upon receipt of such releases,
indemnities and refunding agreements as they deem necessary for their
protection, the Trustees may distribute the remaining Trust property or property
of the series, in cash or in kind or partly each, to the shareholders of the
Trust or the series involved, ratably according to the number of shares of the
Trust or such series held by the several shareholders of the Trust or such
series on the date of termination, except to the extent otherwise required or
permitted by the preferences and special or relative rights and privileges of
any classes of shares of a series involved, provided that any distribution to
the shareholders of a particular class of shares shall be made to such
shareholders pro rata in proportion to the number of shares of such class held
by each of them. The composition of any such distribution (e.g., cash,
securities or other assets) shall be determined by the Trust in its sole
discretion, and may be different among shareholders (including differences among
shareholders in the same series or class).

The Declaration of Trust provides that no shareholder shall have the right to
bring or maintain any court action, proceeding or claim on behalf of the Trust
without first making demand on the Board of Trustees requesting the Board of
Trustees to bring or maintain such action, proceeding or claim. Such demand
shall be made to the Secretary of the Trust at the Trust's principal office and
shall set forth in reasonable detail the nature of the proposed court action,
proceeding or claim and the essential facts relied upon by the shareholder to
support the allegations made in the demand. The Board of Trustees, in their sole
discretion, may submit the matter to a vote of the shareholders of the Trust, as
appropriate. The Declaration of Trust also provides that any action commenced by
a shareholder, directly or derivatively, against the Trust of a Fund/Portfolio
or class thereof, the Board of Trustees or officers, shall be brought only in
the US District Court for the Southern District of New York; or if such action
may not be brought in that court, then such action shall be brought in "the
Business Litigation Session of the Massachusetts Superior Court in Suffolk
County" (together with the US District Court for the Southern District of New
York, the "Chosen Courts"). The Declaration of Trust further provides that the
Trust, its Trustees and officers, and shareholders (a) waive any objection to
venue in either Chosen Court and (b) waive any objection that either Chosen
Court is an inconvenient forum.

Under Massachusetts law, shareholders of a Massachusetts business trust could,
under certain circumstances, be held personally liable for obligations of the
Portfolio. The Declaration of Trust, however, disclaims shareholder liability
for acts or obligations of the Portfolio and requires that notice of such
disclaimer be given in each agreement, obligation, or instrument entered into or
executed by the Portfolio or the Portfolio's trustees. Moreover, the Declaration
of Trust provides for indemnification out of Portfolio property for all losses
and expenses of any shareholder held personally liable for the obligations of
the Portfolio and the Portfolio may be covered by insurance which the Trustees
consider adequate to cover foreseeable tort claims. Thus, the risk of a
shareholder incurring financial loss on account of shareholder liability is
considered by the Advisor remote and not material, since it is limited to
circumstances in which a disclaimer is inoperative and the Fund/Portfolio itself
is unable to meet its obligations.

For Cash Account Trust only:

Cash Account Trust is an open-end, management investment company, organized as a
business trust under the laws of Massachusetts on March 2, 1990. The Trust may
issue an unlimited number of shares of beneficial interest in one or more series
or portfolios, all having no par value, which may be divided by the Board of
Trustees into classes of shares, subject to compliance with the SEC regulations
permitting the creation of separate classes of shares. The Trust is currently
divided into three series: Money Market Portfolio, Government & Agency
Securities Portfolio and Tax-Exempt Portfolio. Money Market Portfolio is
currently divided into nine classes of shares: Premium Reserve Money Market
Shares, Premier Money Market Shares, Institutional Money Market Shares,
Institutional Select Money Market Shares, Service Shares, Davidson Cash
Equivalent Shares, Davidson Cash Equivalent Plus Shares, Capital Assets Funds
Shares and Capital Assets Funds Preferred Shares. Government & Agency Securities
Portfolio is divided into eight classes of shares: Premier Money Market Shares,
Service Shares, Davidson Cash Equivalent Shares, Davidson Cash Equivalent Plus
Shares, Capital Assets Funds Shares, DWS Government Cash Institutional Shares,
Government Cash Managed Shares and DWS Government & Agency Money Fund.
Tax-Exempt Portfolio is divided into nine classes of shares: Capital Assets
Funds Shares, Davidson Cash Equivalent Shares, Premier Money Market Shares, DWS
Tax-Exempt Cash Institutional Shares, Service Shares, Tax-Exempt Cash Managed
Shares, Tax-Free Investment Class, DWS Tax-Free Money Fund Class S and DWS
Tax-Exempt Money Fund.

The Trustees have the authority to create additional portfolios and to designate
the relative rights and preferences as between the different portfolios. The
Trustees also may authorize the division of shares of a Portfolio into different
classes, which may bear different expenses. All shares issued and outstanding
are fully paid and non-assessable, transferable, have no pre-emptive or
conversion rights and are redeemable as described in the SAI and in the
Portfolios' prospectus. Each share has equal rights with each other share of the
same class of the Portfolio as to voting, dividends, exchanges, conversion
features and liquidation. Shareholders are entitled to one vote for each full
share held and fractional votes for fractional shares held. The Trustees may
also terminate any Portfolio or class by notice to the shareholders without
shareholder approval.

The Trust generally is not required to hold meetings of their shareholders.
Under the Declaration of Trust, however, shareholder meetings will be held in
connection with the following matters: (a) the election or removal of trustees
if a meeting is called for such purpose; (b) the adoption of any contract for
which approval by shareholders is required by the 1940 Act; (c) any termination
of a Portfolio or a class to the extent and as provided in the Declaration of
Trust; (d) certain material amendments of the Declaration of Trust (such as
other than amendments changing the name of a Portfolio, supplying any omission,
curing any ambiguity or curing, correcting or supplementing any defective or
inconsistent provision thereof); and (e) such additional matters as may be
required by law, the Declaration of Trust, the By-laws of a Portfolio, or any
registration of the Trust with the SEC or as the trustees may consider necessary
or desirable. Shareholders also vote upon changes in fundamental investment
policies or restrictions.

The Declaration of Trust provides that obligations of the Trust are not binding
upon the Trustees individually but only upon the property of the Trust, that the
Trustees and officers will not be liable for errors of judgment or mistakes of
fact or law, and that a Trust will indemnify its Trustees and officers against
liabilities and expenses incurred in connection with litigation in which they
may be involved because of their offices with a Trust except if it is determined
in the manner provided in the Declaration of Trust that they have not acted in
good faith in the reasonable belief that their actions were in the best
interests of the Trust. However, nothing in the Declaration of Trust protects or
indemnifies a Trustee or officer against any liability 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 their
office.

Subject to the Declaration of Trust, shareholders may remove trustees. Each
trustee serves until the next meeting of shareholders, if any, called for the
purpose of electing trustees and until the election and qualification of a
successor or until such trustee sooner dies, resigns, retires or is removed by a
majority vote of the shares entitled to vote (as described below) or a majority
of the trustees. In accordance with the 1940 Act (a) the Trust will hold a
shareholder meeting for the election of trustees at such time as less than a
majority of the trustees have been elected by shareholders, and (b) if, as a
result of a vacancy in the Board of Trustees, less than two-thirds of the
trustees have been elected by the shareholders, that vacancy will be filled only
by a vote of the shareholders.

Trustees may be removed from office by a vote of the holders of a majority of
the outstanding shares at a meeting called for that purpose, which meeting shall
be held upon the written request of the holders of not less than 10% of the
outstanding shares. Upon the written request of ten or more shareholders who
have been such for at least six months and who hold shares constituting at least
1% of the outstanding shares of the Trust 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 trustee, the
Trust has undertaken to disseminate appropriate materials at the expense of the
requesting shareholders.

The Declaration of Trust provides that the presence at a shareholder meeting in
person or by proxy of at least 30% of the shares entitled to vote on a matter
shall constitute a quorum. Thus, a meeting of shareholders of a Portfolio could
take place even if less than a majority of the shareholders were represented on
its scheduled date. Shareholders would in such a case be permitted to take
action which does not require a larger vote than a majority of a quorum, such as
the election of trustees and ratification of the selection of auditors. Some
matters requiring a larger vote under the Declaration of Trust, such as
termination or reorganization of a Portfolio and certain amendments of the
Declaration of Trust, would not be affected by this provision; nor would matters
which under the 1940 Act require the vote of a "majority of the outstanding
voting securities" as defined in the 1940 Act.

The Declaration of Trust specifically authorizes the Board of Trustees to
terminate the Trust (or any Portfolio or class) by notice to the shareholders
without shareholder approval.

Under Massachusetts law, shareholders of a Massachusetts business trust could,
under certain circumstances, be held personally liable for obligations of the
Trust. The Declaration of Trust, however, disclaims shareholder liability for
acts or obligations of the Trust and requires that notice of such disclaimer be
given in each agreement, obligation, or instrument entered into or executed by
the Trust or the trustees. Moreover, the Declaration of Trust provides for
indemnification out of Trust property for all losses and expenses of any
shareholder held personally liable for the obligations of the Trust and the
Trust may be covered by insurance. Thus, the risk of a shareholder incurring
financial loss on account of shareholder liability is considered by the Advisor
remote and not material, since it is limited to circumstances in which a
disclaimer is inoperative and the Trust itself is unable to meet its
obligations.

                             PROXY VOTING GUIDELINES

The Portfolios have delegated proxy voting responsibilities to the Advisor,
subject to the Board's general oversight. The Advisor votes proxies pursuant to
the proxy voting policy and guidelines set forth in Appendix A to this SAI.

You may obtain information about how a fund voted proxies related to its
portfolio securities during the 12-month period ended June 30 by visiting the
Securities and Exchange Commission's Web site at www.sec.gov or by visiting our
Web site at: www.dws-investments.com (click on "proxy voting" at the bottom of
the page).

                              FINANCIAL STATEMENTS

The financial statements, including the portfolios of investments, for each
Portfolio's respective class, together with the Report of Independent Registered
Public Accounting Firm, Financial Highlights and notes to financial statements
in the Annual Report to the Shareholders dated March 31, 2009 for DWS U.S.
Treasury Money Fund Class S of Treasury Portfolio and April 30, 2009 for DWS
Tax-Free Money Fund Class S of Tax-Exempt Portfolio, are incorporated herein by
reference and are hereby deemed to be a part of this combined SAI.

                             ADDITIONAL INFORMATION

The CUSIP number of Investors Cash Trust: Treasury Portfolio's DWS U.S. Treasury
Money Fund Class S shares is 461473878.

The CUSIP number of Cash Account Trust: Tax-Exempt Portfolio's DWS Tax-Free
Money Fund Class S shares is 147539639.

Treasury Portfolio has a fiscal year end of March 31. Tax-Exempt Portfolio has a
fiscal year of April 30.

The Portfolios' prospectuses and this SAI omit certain information contained in
the Registration Statement which a Portfolio 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 a Portfolio and the securities
offered hereby. This Registration Statement and its amendments are available for
inspection by the public at the SEC in Washington, D.C.



                      APPENDIX A -- PROXY VOTING GUIDELINES

       Deutsche Asset Management ("AM") Proxy Voting Policy and Guidelines


I.       INTRODUCTION

AM has adopted and implemented the following policies and procedures, which it
believes are reasonably designed to ensure that proxies are voted in the best
economic interest of clients, in accordance with its fiduciary duties and local
regulation. These Proxy Voting Policies, Procedures and Guidelines shall apply
to all accounts managed by US domiciled advisers and to all US client accounts
managed by non US regional offices. Non US regional offices are required to
maintain procedures and to vote proxies as may be required by law on behalf of
their non US clients. In addition, AM's proxy policies reflect the fiduciary
standards and responsibilities for ERISA accounts.

The attached guidelines represent a set of global recommendations that were
determined by the Global Proxy Voting Sub-Committee ("the GPVSC"). These
guidelines were developed to provide AM with a comprehensive list of
recommendations that represent how AM will generally vote proxies for its
clients. The recommendations derived from the application of these guidelines
are not intended to influence the various AM legal entities either directly or
indirectly by parent or affiliated companies. In addition, the organizational
structures and documents of the various AM legal entities allows, where
necessary or appropriate, the execution by individual AM subsidiaries of the
proxy voting rights independently of any DB parent or affiliated company. This
applies in particular to non U.S. fund management companies. The individuals
that make proxy voting decisions are also free to act independently, subject to
the normal and customary supervision by the management/boards of these AM legal
entities.


II.      AM'S PROXY VOTING RESPONSIBILITIES

Proxy votes are the property of AM's advisory clients.(1) As such, AM's
authority and responsibility to vote such proxies depend upon its contractual
relationships with its clients. AM has delegated responsibility for effecting
its advisory clients' proxy votes to Institutional Shareholder Services ("ISS"),
an independent third-party proxy voting specialist. ISS votes AM's advisory
clients' proxies in accordance with AM's proxy guidelines or AM's specific
instructions. Where a client has given specific instructions as to how a proxy
should be voted, AM will notify ISS to carry out those instructions. Where no
specific instruction exists, AM will follow the procedures in voting the proxies
set forth in this document. Certain Taft-Hartley clients may direct AM to have
ISS vote their proxies in accordance with Taft Hartley voting Guidelines

_____________________

(1)      For purposes of these Policies and Procedures, "clients" refers to
         persons or entities: for which AM serves as investment adviser or
         sub-adviser; for which AM votes proxies; and that have an economic or
         beneficial ownership interest in the portfolio securities of issuers
         soliciting such proxies.

Clients may in certain instances contract with their custodial agent and notify
AM that they wish to engage in securities lending transactions. In such cases,
it is the responsibility of the custodian to deduct the number of shares that
are on loan so that they do not get voted twice.


III.     POLICIES

1.       Proxy voting activities are conducted in the best economic interest of
         clients

AM has adopted the following policies and procedures to ensure that proxies are
voted in accordance with the best economic interest of its clients, as
determined by AM in good faith after appropriate review.

2.       The Global Proxy Voting Sub-Committee

The Global Proxy Voting Sub-Committee (the "GPVSC") is an internal working group
established by the applicable AM's Investment Risk Oversight Committee pursuant
to a written charter. The GPVSC is responsible for overseeing AM's proxy voting
activities, including:

(i)    adopting, monitoring and updating guidelines, attached as Exhibit A (the
       "Guidelines"), that provide how AM will generally vote proxies pertaining
       to a comprehensive list of common proxy voting matters;

(ii)   voting proxies where (A) the issues are not covered by specific client
       instruction or the Guidelines; (B) the Guidelines specify that the issues
       are to be determined on a case-by-case basis; or (C) where an exception
       to the Guidelines may be in the best economic interest of AM's clients;
       and

(iii)  monitoring the Proxy Vendor Oversight's proxy voting activities (see
       below).

AM's Proxy Vendor Oversight, a function of AM's Operations Group, is responsible
for coordinating with ISS to administer AM's proxy voting process and for voting
proxies in accordance with any specific client instructions or, if there are
none, the Guidelines, and overseeing ISS' proxy responsibilities in this regard.

3.       Availability of Proxy Voting Policies and Procedures and proxy voting
         record

Copies of these Policies and Procedures, as they may be updated from time to
time, are made available to clients as required by law and otherwise at AM's
discretion. Clients may also obtain information on how their proxies were voted
by AM as required by law and otherwise at AM's discretion; however, AM must not
selectively disclose its investment company clients' proxy voting records. The
Proxy Vendor Oversight will make proxy voting reports available to advisory
clients upon request. The investment companies' proxy voting records will be
disclosed to shareholders by means of publicly-available annual filings of each
company's proxy voting record for 12-month periods ended June 30 (see
"Recordkeeping" below), if so required by relevant law.


IV.      PROCEDURES

The key aspects of AM's proxy voting process are as follows:

1.       The GPVSC's Proxy Voting Guidelines

The Guidelines set forth the GPVSC's standard voting positions on a
comprehensive list of common proxy voting matters. The GPVSC has developed, and
continues to update the Guidelines based on consideration of current corporate
governance principles, industry standards, client feedback, and the impact of
the matter on issuers and the value of the investments.

The GPVSC will review the Guidelines as necessary to support the best economic
interests of AM's clients and, in any event, at least annually. The GPVSC will
make changes to the Guidelines, whether as a result of the annual review or
otherwise, taking solely into account the best economic interests of clients.
Before changing the Guidelines, the GPVSC will thoroughly review and evaluate
the proposed change and the reasons therefore, and the GPVSC Chair will ask
GPVSC members whether anyone outside of the AM organization (but within Deutsche
Bank and its affiliates) or any entity that identifies itself as a AM advisory
client has requested or attempted to influence the proposed change and whether
any member has a conflict of interest with respect to the proposed change. If
any such matter is reported to the GPVSC Chair, the Chair will promptly notify
the Conflicts of Interest Management Sub-Committee (see below) and will defer
the approval, if possible. Lastly, the GPVSC will fully document its rationale
for approving any change to the Guidelines.

The Guidelines may reflect a voting position that differs from the actual
practices of the public company(ies) within the Deutsche Bank organization or of
the investment companies for which AM or an affiliate serves as investment
adviser or sponsor. Investment companies, particularly closed-end investment
companies, are different from traditional operating companies. These differences
may call for differences in voting positions on the same matter. Further, the
manner in which AM votes investment company proxies may differ from proposals
for which a AM-advised or sponsored investment company solicits proxies from its
shareholders. As reflected in the Guidelines, proxies solicited by closed-end
(and open-end) investment companies are generally voted in accordance with the
pre-determined guidelines of ISS. See Section IV.3.B.

Funds ("Underlying Funds") in which Topiary Fund Management Fund of Funds (each,
a "Fund") invest, may from time to time seek to revise their investment terms
(i.e. liquidity, fees, etc.) or investment structure. In such event, the
Underlying Funds may require approval/consent from its investors to effect the
relevant changes. Topiary Fund Management has adopted Proxy Voting Procedures
which outline the process for these approvals.

2.       Specific proxy voting decisions made by the GPVSC

The Proxy Vendor Oversight will refer to the GPVSC all proxy proposals (i) that
are not covered by specific client instructions or the Guidelines; or (ii) that,
according to the Guidelines, should be evaluated and voted on a case-by-case
basis.

Additionally, if, the Proxy Vendor Oversight, the GPVSC Chair or any member of
the GPVSC, a portfolio manager, a research analyst or a sub-adviser believes
that voting a particular proxy in accordance with the Guidelines may not be in
the best economic interests of clients, that individual may bring the matter to
the attention of the GPVSC Chair and/or the Proxy Vendor Oversight.(2)

_____________________

(2)      The Proxy Vendor Oversight generally monitors upcoming proxy
         solicitations for heightened attention from the press or the industry
         and for novel or unusual proposals or circumstances, which may prompt
         the Proxy Vendor Oversight to bring the solicitation to the attention
         of the GPVSC Chair. AM portfolio managers, AM research analysts and
         sub-advisers also may bring a particular proxy vote to the attention of
         the GPVSC Chair, as a result of their ongoing monitoring of portfolio
         securities held by advisory clients and/or their review of the periodic
         proxy voting record reports that the GPVSC Chair distributes to AM
         portfolio managers and AM research analysts.

If the Proxy Vendor Oversight refers a proxy proposal to the GPVSC or the GPVSC
determines that voting a particular proxy in accordance with the Guidelines is
not in the best economic interests of clients, the GPVSC will evaluate and vote
the proxy, subject to the procedures below regarding conflicts.

The GPVSC endeavors to hold meetings to decide how to vote particular proxies
sufficiently before the voting deadline so that the procedures below regarding
conflicts can be completed before the GPVSC's voting determination.

3.       Certain proxy votes may not be cast

In some cases, the GPVSC may determine that it is in the best economic interests
of its clients not to vote certain proxies. If the conditions below are met with
regard to a proxy proposal, AM will abstain from voting:

o        Neither the Guidelines nor specific client instructions cover an issue;

o        ISS does not make a recommendation on the issue;

o        The GPVSC cannot convene on the proxy proposal at issue to make a
         determination as to what would be in the client's best interest. (This
         could happen, for example, if the Conflicts of Interest Management
         Sub-committee found that there was a material conflict or if despite
         all best efforts being made, the GPVSC quorum requirement could not be
         met).

In addition, it is AM's policy not to vote proxies of issuers subject to laws of
those jurisdictions that impose restrictions upon selling shares after proxies
are voted, in order to preserve liquidity. In other cases, it may not be
possible to vote certain proxies, despite good faith efforts to do so. For
example, some jurisdictions do not provide adequate notice to shareholders so
that proxies may be voted on a timely basis. Voting rights on securities that
have been loaned to third-parties transfer to those third-parties, with loan
termination often being the only way to attempt to vote proxies on the loaned
securities. Lastly, the GPVSC may determine that the costs to the client(s)
associated with voting a particular proxy or group of proxies outweighs the
economic benefits expected from voting the proxy or group of proxies.

The Proxy Vendor Oversight will coordinate with the GPVSC Chair regarding any
specific proxies and any categories of proxies that will not or cannot be voted.
The reasons for not voting any proxy shall be documented.

4.       Conflict of Interest Procedures

A. Procedures to Address Conflicts of Interest and Improper Influence

Overriding Principle. In the limited circumstances where the GPVSC votes
proxies,(3) the GPVSC will vote those proxies in accordance with what it, in
good faith, determines to be the best economic interests of AM's clients.(4)

_____________________

(3)      As mentioned above, the GPVSC votes proxies (i) where neither a
         specific client instruction nor a Guideline directs how the proxy
         should be voted, (ii) where the Guidelines specify that an issue is to
         be determined on a case by case basis or (iii) where voting in
         accordance with the Guidelines may not be in the best economic
         interests of clients.

(4)      The Proxy Vendor Oversight, who serves as the non-voting secretary of
         the GPVSC, may receive routine calls from proxy solicitors and other
         parties interested in a particular proxy vote. Any contact that
         attempts to exert improper pressure or influence shall be reported to
         the Conflicts of Interest Management Sub-Committee.

Independence of the GPVSC. As a matter of Compliance policy, the GPVSC and the
Proxy Vendor Oversight are structured to be independent from other parts of
Deutsche Bank. Members of the GPVSC and the employee responsible for Proxy
Vendor Oversight are employees of AM. As such, they may not be subject to the
supervision or control of any employees of Deutsche Bank Corporate and
Investment Banking division ("CIB"). Their compensation cannot be based upon
their contribution to any business activity outside of AM without prior approval
of Legal and Compliance. They can have no contact with employees of Deutsche
Bank outside of the Private Client and Asset Management division ("PCAM")
regarding specific clients, business matters or initiatives without the prior
approval of Legal and Compliance. They furthermore may not discuss proxy votes
with any person outside of AM (and within AM only on a need to know basis).

Conflict Review Procedures. There will be a committee (the "Conflicts of
Interest Management Sub-Committee") established within AM that will monitor for
potential material conflicts of interest in connection with proxy proposals that
are to be evaluated by the GPVSC. Promptly upon a determination that a vote
shall be presented to the GPVSC, the GPVSC Chair shall notify the Conflicts of
Interest Management Sub-Committee. The Conflicts of Interest Management
Sub-Committee shall promptly collect and review any information deemed
reasonably appropriate to evaluate, in its reasonable judgment, if AM or any
person participating in the proxy voting process has, or has the appearance of,
a material conflict of interest. For the purposes of this policy, a conflict of
interest shall be considered "material" to the extent that a reasonable person
could expect the conflict to influence, or appear to influence, the GPVSC's
decision on the particular vote at issue. GPVSC should provide the Conflicts of
Interest Management Sub-Committee a reasonable amount of time (no less than 24
hours) to perform all necessary and appropriate reviews. To the extent that a
conflicts review can not be sufficiently completed by the Conflicts of Interest
Management Sub-Committee the proxies will be voted in accordance with the
standard guidelines.

The information considered by the Conflicts of Interest Management Sub-Committee
may include without limitation information regarding (i) AM client
relationships; (ii) any relevant personal conflict known by the Conflicts of
Interest Management Sub-Committee or brought to the attention of that
sub-committee; (iii) and any communications with members of the GPVSC (or anyone
participating or providing information to the GPVSC) and any person outside of
the AM organization (but within Deutsche Bank and its affiliates) or any entity
that identifies itself as a AM advisory client regarding the vote at issue. In
the context of any determination, the Conflicts of Interest Management
Sub-Committee may consult with, and shall be entitled to rely upon, all
applicable outside experts, including legal counsel.

Upon completion of the investigation, the Conflicts of Interest Management
Sub-Committee will document its findings and conclusions. If the Conflicts of
Interest Management Sub-Committee determines that (i) AM has a material conflict
of interest that would prevent it from deciding how to vote the proxies
concerned without further client consent or (ii) certain individuals should be
recused from participating in the proxy vote at issue, the Conflicts of Interest
Management Sub-Committee will so inform the GPVSC chair.

If notified that AM has a material conflict of interest as described above, the
GPVSC chair will obtain instructions as to how the proxies should be voted
either from (i) if time permits, the effected clients, or (ii) in accordance
with the standard guidelines. If notified that certain individuals should be
recused from the proxy vote at issue, the GPVSC Chair shall do so in accordance
with the procedures set forth below.

Note: Any AM employee who becomes aware of a potential, material conflict of
interest in respect of any proxy vote to be made on behalf of clients shall
notify Compliance. Compliance shall call a meeting of the conflict review
committee to evaluate such conflict and determine a recommended course of
action.

Procedures to be followed by the GPVSC. At the beginning of any discussion
regarding how to vote any proxy, the GPVSC Chair (or his or her delegate) will
inquire as to whether any GPVSC member (whether voting or ex officio) or any
person participating in the proxy voting process has a personal conflict of
interest or has actual knowledge of an actual or apparent conflict that has not
been reported to the Conflicts of Interest Management Sub-Committee.

The GPVSC Chair also will inquire of these same parties whether they have actual
knowledge regarding whether any director, officer or employee outside of the AM
organization (but within Deutsche Bank and its affiliates) or any entity that
identifies itself as a AM advisory client, has: (i) requested that AM, the Proxy
Vendor Oversight (or any member thereof) or a GPVSC member vote a particular
proxy in a certain manner; (ii) attempted to influence AM, the Proxy Vendor
Oversight (or any member thereof), a GPVSC member or any other person in
connection with proxy voting activities; or (iii) otherwise communicated with a
GPVSC member or any other person participating or providing information to the
GPVSC regarding the particular proxy vote at issue, and which incident has not
yet been reported to the Conflicts of Interest Management Sub- Committee.

If any such incidents are reported to the GPVSC Chair, the Chair will promptly
notify the Conflicts of Interest Management Sub-Committee and, if possible, will
delay the vote until the Conflicts of Interest Management Sub-Committee can
complete the conflicts report. If a delay is not possible, the Conflicts of
Interest Management Sub-Committee will instruct the GPVSC whether anyone should
be recused from the proxy voting process, or whether AM should vote the proxy in
accordance with the standard guidelines, seek instructions as to how to vote the
proxy at issue from ISS or, if time permits, the effected clients. These
inquiries and discussions will be properly reflected in the GPVSC's minutes.

Duty to Report. Any AM employee, including any GPVSC member (whether voting or
ex officio), that is aware of any actual or apparent conflict of interest
relevant to, or any attempt by any person outside of the AM organization (but
within Deutsche Bank and its affiliates) or any entity that identifies itself as
a AM advisory client to influence, how AM votes its proxies has a duty to
disclose the existence of the situation to the GPVSC Chair (or his or her
designee) and the details of the matter to the Conflicts of Interest Management
Sub-Committee. In the case of any person participating in the deliberations on a
specific vote, such disclosure should be made before engaging in any activities
or participating in any discussion pertaining to that vote.

Recusal of Members. The GPVSC will recuse from participating in a specific proxy
vote any GPVSC members (whether voting or ex officio) and/or any other person
who (i) are personally involved in a material conflict of interest; or (ii) who,
as determined by the Conflicts of Interest Management Sub-Committee, have actual
knowledge of a circumstance or fact that could effect their independent
judgment, in respect of such vote. The GPVSC will also exclude from
consideration the views of any person (whether requested or volunteered) if the
GPVSC or any member thereof knows, or if the Conflicts of Interest Management
Sub-Committee has determined, that such other person has a material conflict of
interest with respect to the particular proxy, or has attempted to influence the
vote in any manner prohibited by these policies.

If, after excluding all relevant GPVSC voting members pursuant to the paragraph
above, there are three or more GPVSC voting members remaining, those remaining
GPVSC members will determine how to vote the proxy in accordance with these
Policies and Procedures. If there are fewer than three GPVSC voting members
remaining, the GPVSC Chair will vote the proxy in accordance with the standard
guidelines, will obtain instructions as to how to have the proxy voted from, if
time permits, the effected clients and otherwise from ISS.

B.       Investment Companies and Affiliated Public Companies

Investment Companies. As reflected in the Guidelines, all proxies solicited by
open-end and closed-end investment companies are voted in accordance with the
pre-determined guidelines of ISS, unless the investment company client directs
AM to vote differently on a specific proxy or specific categories of proxies.
However, regarding investment companies for which AM or an affiliate serves as
investment adviser or principal underwriter, such proxies are voted in the same
proportion as the vote of all other shareholders (i.e., "mirror" or "echo"
voting). Master fund proxies solicited from feeder funds are voted in accordance
with applicable provisions of Section 12 of the Investment Company Act of 1940.

Subject to participation agreements with certain Exchange Traded Funds ("ETF")
issuers that have received exemptive orders from the U.S. Securities and
Exchange Commission allowing investing DWS funds to exceed the limits set forth
in Section 12(d)(1)(A) and (B) of the Investment Company Act of 1940, DeAM will
echo vote proxies for ETFs in which Deutsche Bank holds more than 25% of
outstanding voting shares globally when required to do so by participation
agreements and SEC orders.

Affiliated Public Companies. For proxies solicited by non-investment company
issuers of or within the Deutsche Bank organization, e.g., Deutsche bank itself,
these proxies will be voted in the same proportion as the vote of other
shareholders (i.e., "mirror" or "echo" voting).

Note: With respect to the QP Trust (not registered under the Investment Company
Act of 1940), the Fund is not required to engage in echo voting and the
investment adviser will use these Guidelines, and may determine, with respect to
the QP Trust, to vote contrary to the positions in the Guidelines, consistent
with the Fund's best interest.

C.       Other Procedures That Limit Conflicts of Interest

AM and other entities in the Deutsche Bank organization have adopted a number of
policies, procedures and internal controls that are designed to avoid various
conflicts of interest, including those that may arise in connection with proxy
voting, including:

o        Deutsche Bank Americas Restricted Activities Policy. This policy
         provides for, among other things, independence of AM employees from
         CIB, and information barriers between AM and other affiliates.
         Specifically, no AM employee may be subject to the supervision or
         control of any employee of CIB. No AM employee shall have his or her
         compensation based upon his or her contribution to any business
         activity within the Bank outside of the business of AM, without the
         prior approval of Legal or Compliance. Further, no employee of CIB
         shall have any input into the compensation of a AM employee without the
         prior approval of Legal or Compliance. Under the information barriers
         section of this policy, as a general rule, AM employees who are
         associated with the investment process should have no contact with
         employees of Deutsche Bank or its affiliates, outside of PCAM,
         regarding specific clients, business matters, or initiatives. Further,
         under no circumstances should proxy votes be discussed with any
         Deutsche Bank employee outside of AM (and should only be discussed on a
         need-to-know basis within AM).

Other relevant internal policies include the Deutsche Bank Americas Code of
Professional Conduct, the Deutsche Asset Management Information Sharing
Procedures, the Deutsche Asset Management Code of Ethics, the Sarbanes-Oxley
Senior Officer Code of Ethics, and the Deutsche Bank Group Code of Conduct. The
GPVSC expects that these policies, procedures and internal controls will greatly
reduce the chance that the GPVSC (or, its members) would be involved in, aware
of or influenced by, an actual or apparent conflict of interest.


V.       RECORDKEEPING

At a minimum, the following types of records must be properly maintained and
readily accessible in order to evidence compliance with this policy.

o        AM will maintain a record of each vote cast by AM that includes among
         other things, company name, meeting date, proposals presented, vote
         cast and shares voted.

o        The Proxy Vendor Oversight maintains records for each of the proxy
         ballots it votes. Specifically, the records include, but are not
         limited to:

         -        The proxy statement (and any additional solicitation
                  materials) and relevant portions of annual statements.

         -        Any additional information considered in the voting process
                  that may be obtained from an issuing company, its agents or
                  proxy research firms.

         -        Analyst worksheets created for stock option plan and share
                  increase analyses.

         -        Proxy Edge print-screen of actual vote election.

o        AM will retain these Policies and Procedures and the Guidelines; will
         maintain records of client requests for proxy voting information; and
         will retain any documents the Proxy Vendor Oversight or the GPVSC
         prepared that were material to making a voting decision or that
         memorialized the basis for a proxy voting decision.

o        The GPVSC also will create and maintain appropriate records documenting
         its compliance with these Policies and Procedures, including records of
         its deliberations and decisions regarding conflicts of interest and
         their resolution.

o        With respect to AM's investment company clients, ISS will create and
         maintain records of each company's proxy voting record for 12-month
         periods ended June 30. AM will compile the following information for
         each matter relating to a portfolio security considered at any
         shareholder meeting held during the period covered by the report and
         with respect to which the company was entitled to vote:

         -        The name of the issuer of the portfolio security;

         -        The exchange ticker symbol of the portfolio security (if
                  symbol is available through reasonably practicable means);

         -        The Council on Uniform Securities Identification Procedures
                  number for the portfolio security (if the number is available
                  through reasonably practicable means);

         -        The shareholder meeting date;

         -        A brief identification of the matter voted on;

         -        Whether the matter was proposed by the issuer or by a security
                  holder;

         -        Whether the company cast its vote on the matter;

         -        How the company cast its vote (e.g., for or against proposal,
                  or abstain; for or withhold regarding election of directors);
                  and

         -        Whether the company cast its vote for or against management.

Note: This list is intended to provide guidance only in terms of the records
that must be maintained in accordance with this policy. In addition, please note
that records must be maintained in accordance with the applicable AM Records
Management Policy.

With respect to electronically stored records, "properly maintained" is defined
as complete, authentic (unalterable) usable and backed-up. At a minimum, records
should be retained for a period of not less than six years (or longer, if
necessary to comply with applicable regulatory requirements), the first three
years in an appropriate AM office.


VI.      THE GPVSC'S OVERSIGHT ROLE

In addition to adopting the Guidelines and making proxy voting decisions on
matters referred to it as set forth above, the GPVSC will monitor the proxy
voting process by reviewing summary proxy information presented by ISS. The
GPVSC will use this review process to determine, among other things, whether any
changes should be made to the Guidelines. This review will take place at least
quarterly and will be documented in the GPVSC's minutes.




                 Attachment A - Global Proxy Voting Guidelines




                            Deutsche Asset Management

                         Global Proxy Voting Guidelines



                             As Amended October 2008


                                [GRAPHIC OMITTED]
Table of contents

I        Board Of Directors And Executives

         A        Election Of Directors

         B        Classified Boards Of Directors

         C        Board And Committee Independence

         D        Liability And Indemnification Of Directors

         E        Qualifications Of Directors

         F        Removal Of Directors And Filling Of Vacancies

         G        Proposals To Fix The Size Of The Board

         H        Proposals to Restrict Chief Executive Officer's Service on

                  Multiple Boards

         I        Proposals to Restrict Supervisory Board Members Service on

                  Multiple Boards

         J        Proposals to Establish Audit Committees

II       Capital Structure

         A        Authorization Of Additional Shares

         B        Authorization Of "Blank Check" Preferred Stock

         C        Stock Splits/Reverse Stock Splits

         D        Dual Class/Supervoting Stock

         E        Large Block Issuance

         F        Recapitalization Into A Single Class Of Stock

         G        Share Repurchases

         H        Reductions In Par Value

III      Corporate Governance Issues

         A        Confidential Voting

         B        Cumulative Voting

         C        Supermajority Voting Requirements

         D        Shareholder Right To Vote

IV       Compensation

         A        Establishment of a Remuneration Committee

         B        Executive And Director Stock Option Plans

         C        Employee Stock Option/Purchase Plans

         D        Golden Parachutes

         E        Proposals To Limit Benefits Or Executive Compensation

         F        Option Expensing

         G        Management board election and motion

         H        Remuneration (variable pay)

         I        Long-term incentive plans

         J        Shareholder Proposals Concerning "Pay For Superior
                  Performance"

         K        Executive Compensation Advisory

V        Anti-Takeover Related Issues

         A        Shareholder Rights Plans ("Poison Pills")

         B        Reincorporation

         C        Fair-Price Proposals

         D        Exemption From State Takeover Laws

         E        Non-Financial Effects Of Takeover Bids

VI       Mergers & Acquisitions

VII      Social & Political Issues

         A        Labor & Human Rights

         B        Diversity & Equality

         C        Health & Safety

         D        Government/Military

         E        Tobacco

VIII     Environmental Issues

IX       Miscellaneous Items

         A        Ratification Of Auditors

         B        Limitation Of Non-Audit Services Provided By Independent
                  Auditor

         C        Audit Firm Rotation

         D        Transaction Of Other Business

         E        Motions To Adjourn The Meeting

         F        Bundled Proposals

         G        Change Of Company Name

         H        Proposals Related To The Annual Meeting

         I        Reimbursement Of Expenses Incurred From Candidate Nomination

         J        Investment Company Proxies

         K        International Proxy Voting


These Guidelines may reflect a voting position that differs from the actual
practices of the public company (ies) within the Deutsche Bank organization or
of the investment companies for which AM or an affiliate serves as investment
adviser or sponsor.

NOTE: Because of the unique structure and regulatory scheme applicable to
closed-end investment companies, the voting guidelines (particularly those
related to governance issues) generally will be inapplicable to holdings of
closed-end investment companies. As a result, determinations on the appropriate
voting recommendation for closed-end investment company shares will be made on a
case-by-case basis.


I.       Board of Directors and Executives

A.       Election of Directors

Routine: AM Policy is to vote "for" the uncontested election of directors. Votes
for a director in an uncontested election will be withheld in cases where a
director has shown an inability to perform his/her duties in the best interests
of the shareholders.

Proxy contest: In a proxy contest involving election of directors, a
case-by-case voting decision will be made based upon analysis of the issues
involved and the merits of the incumbent and dissident slates of directors. AM
will incorporate the decisions of a third party proxy research vendor,
currently, Institutional Shareholder Services ("ISS") subject to review by the
Proxy Voting Sub-Committee (GPVSC) as set forth in the AM's Proxy Voting
Policies and Procedures.

Rationale: The large majority of corporate directors fulfill their fiduciary
obligation and in most cases support for management's nominees is warranted. As
the issues relevant to a contested election differ in each instance, those cases
must be addressed as they arise.

B.       Classified Boards of Directors

AM policy is to vote against proposals to classify the board and for proposals
to repeal classified boards and elect directors annually.

Rationale: Directors should be held accountable on an annual basis. By
entrenching the incumbent board, a classified board may be used as an
anti-takeover device to the detriment of the shareholders in a hostile take-over
situation.

C.       Board and Committee Independence

AM policy is to vote:

1.       "For" proposals that require that a certain percentage (majority up to
         66 2/3%) of members of a board of directors be comprised of independent
         or unaffiliated directors.

2.       "For" proposals that require all members of a company's compensation,
         audit, nominating, or other similar committees be comprised of
         independent or unaffiliated directors.

3.       "Against" shareholder proposals to require the addition of special
         interest, or constituency, representatives to boards of directors.

4.       "For" separation of the Chairman and CEO positions.

5.       "Against" proposals that require a company to appoint a Chairman who is
         an independent director.

Rationale: Board independence is a cornerstone of effective governance and
accountability. A board that is sufficiently independent from management assures
that shareholders' interests are adequately represented. However, the Chairman
of the board must have sufficient involvement in and experience with the
operations of the company to perform the functions required of that position and
lead the company.

No director qualifies as 'independent' unless the board of directors
affirmatively determines that the director has no material relationship with the
listed company (either directly or as a partner, shareholder or officer of an
organization that has a relationship with the company).

Whether a director is in fact not "independent" will depend on the laws and
regulations of the primary market for the security and the exchanges, if any, on
which the security trades.

D.       Liability and Indemnification of Directors

AM policy is to vote "for" management proposals to limit directors' liability
and to broaden the indemnification of directors, unless broader indemnification
or limitations on directors' liability would effect shareholders' interests in
pending litigation.

Rationale: While shareholders want directors and officers to be responsible for
their actions, it is not in the best interests of the shareholders for them to
be to risk averse. If the risk of personal liability is too great, companies may
not be able to find capable directors willing to serve. We support expanding
coverage only for actions taken in good faith and not for serious violations of
fiduciary obligation or negligence.

E.       Qualifications of Directors

AM policy is to follow management's recommended vote on either management or
shareholder proposals that set retirement ages for directors or require specific
levels of stock ownership by directors.

Rationale: As a general rule, the board of directors, and not the shareholders,
is most qualified to establish qualification policies.

F.       Removal of Directors and Filling of Vacancies

AM policy is to vote "against" proposals that include provisions that directors
may be removed only for cause or proposals that include provisions that only
continuing directors may fill board vacancies.

Rationale: Differing state statutes permit removal of directors with or without
cause. Removal of directors for cause usually requires proof of self-dealing,
fraud or misappropriation of corporate assets, limiting shareholders' ability to
remove directors except under extreme circumstances. Removal without cause
requires no such showing.

Allowing only incumbent directors to fill vacancies can serve as an
anti-takeover device, precluding shareholders from filling the board until the
next regular election.

G.       Proposals to Fix the Size of the Board

AM policy is to vote:

1.       "For" proposals to fix the size of the board unless: (a) no specific
         reason for the proposed change is given; or (b) the proposal is part of
         a package of takeover defenses.

2.       "Against" proposals allowing management to fix the size of the board
         without shareholder approval.

Rationale: Absent danger of anti-takeover use, companies should be granted a
reasonable amount of flexibility in fixing the size of its board.

H.       Proposals to Restrict Chief Executive Officer's Service on Multiple
         Boards

AM policy is to vote "For" proposals to restrict a Chief Executive Officer from
serving on more than three outside boards of directors.

Rationale: Chief Executive Officer must have sufficient time to ensure that
shareholders' interests are represented adequately.

Note: A director's service on multiple closed-end fund boards within a fund
complex are treated as service on a single Board for the purpose of the proxy
voting guidelines.

I.       Proposals to Restrict Supervisory Board Members Service on Multiple
         Boards (For FFT Securities)

AM policy is to vote "for" proposals to restrict a Supervisory Board Member from
serving on more than five supervisory boards.

Rationale: We consider a strong, independent and knowledgeable supervisory board
as important counter-balance to executive management to ensure that the
interests of shareholders are fully reflected by the company.

Full information should be disclosed in the annual reports and accounts to allow
all shareholders to judge the success of the supervisory board controlling their
company.

Supervisory Board Member must have sufficient time to ensure that shareholders'
interests are represented adequately.

Note: A director's service on multiple closed-end fund boards within a fund
complex are treated as service on a single Board for the purpose of the proxy
voting guidelines.

J.       Proposals to Establish Audit Committees (For FFT and U.S. Securities)
         AM policy is to vote "for" proposals that require the establishment of
         audit committees.

Rationale: The audit committee should deal with accounting and risk management
related questions, verifies the independence of the auditor with due regard to
possible conflicts of interest. It also should determine the procedure of the
audit process.


II.      Capital Structure

A.       Authorization of Additional Shares (For U.S. Securities)

AM policy is to vote "for" proposals to increase the authorization of existing
classes of stock that do not exceed a 3:1 ratio of shares authorized to shares
outstanding for a large cap company, and do not exceed a 4:1 ratio of shares
authorized to shares outstanding for a small-midcap company (companies having a
market capitalization under one billion U.S. dollars.).

Rationale: While companies need an adequate number of shares in order to carry
on business, increases requested for general financial flexibility must be
limited to protect shareholders from their potential use as an anti-takeover
device. Requested increases for specifically designated, reasonable business
purposes (stock split, merger, etc.) will be considered in light of those
purposes and the number of shares required.

B.       Authorization of "Blank Check" Preferred Stock (For U.S. Securities)

AM policy is to vote:

1.   "Against" proposals to create blank check preferred stock or to increase
     the number of authorized shares of blank check preferred stock unless the
     company expressly states that the stock will not be used for anti-takeover
     purposes and will not be issued without shareholder approval.

2.   "For" proposals mandating shareholder approval of blank check stock
     placement.

Rationale: Shareholders should be permitted to monitor the issuance of classes
of preferred stock in which the board of directors is given unfettered
discretion to set voting, dividend, conversion and other rights for the shares
issued.

C.       Stock Splits/Reverse Stock Splits

AM policy is to vote "for" stock splits if a legitimate business purpose is set
forth and the split is in the shareholders' best interests. A vote is cast "for"
a reverse stock split only if the number of shares authorized is reduced in the
same proportion as the reverse split or if the effective increase in authorized
shares (relative to outstanding shares) complies with the proxy guidelines for
common stock increases (see, Section II.A, above.)

Rationale: Generally, stock splits do not detrimentally effect shareholders.
Reverse stock splits, however, may have the same result as an increase in
authorized shares and should be analyzed accordingly.

D.       Dual Class/Supervoting Stock

AM policy is to vote "against" proposals to create or authorize additional
shares of super-voting stock or stock with unequal voting rights.

Rationale: The "one share, one vote" principal ensures that no shareholder
maintains a voting interest exceeding their equity interest in the company.

E.       Large Block Issuance (For U.S. Securities)

AM policy is to address large block issuances of stock on a case-by-case basis,
incorporating the recommendation of an independent third party proxy research
firm (currently ISS) subject to review by the GPVSC as set forth in AM's Proxy
Policies and Procedures.

Additionally, AM supports proposals requiring shareholder approval of large
block issuances.

Rationale: Stock issuances must be reviewed in light of the business
circumstances leading to the request and the potential impact on shareholder
value.

F.       Recapitalization into a Single Class of Stock

AM policy is to vote "for" recapitalization plans to provide for a single class
of common stock, provided the terms are fair, with no class of stock being
unduly disadvantaged.

Rationale: Consolidation of multiple classes of stock is a business decision
that may be left to the board and/management if there is no adverse effect on
shareholders.

G.       Share Repurchases

AM policy is to vote "for" share repurchase plans provided all shareholders are
able to participate on equal terms.

Rationale: Buybacks are generally considered beneficial to shareholders because
they tend to increase returns to the remaining shareholders.

H.       Reductions in Par Value

AM policy is to vote "for" proposals to reduce par value, provided a legitimate
business purpose is stated (e.g., the reduction of corporate tax
responsibility.)

Rationale: Usually, adjustments to par value are a routine financial decision
with no substantial impact on shareholders.


III.     Corporate Governance Issues

A.       Confidential Voting

AM policy is to vote "for" proposals to provide for confidential voting and
independent tabulation of voting results and to vote "against" proposals to
repeal such provisions.

Rationale: Confidential voting protects the privacy rights of all shareholders.
This is particularly important for employee-shareholders or shareholders with
business or other affiliations with the company, who may be vulnerable to
coercion or retaliation when opposing management. Confidential voting does not
interfere with the ability of corporations to communicate with all shareholders,
nor does it prohibit shareholders from making their views known directly to
management.

B.       Cumulative Voting (For U.S. Securities)

AM policy is to vote "against" shareholder proposals requesting cumulative
voting and "for" management proposals to eliminate it. The protections afforded
shareholders by cumulative voting are not necessary when a company has a history
of good performance and does not have a concentrated ownership interest.
Accordingly, a vote is cast "against" cumulative voting and "for" proposals to
eliminate it if:

a)       The company has a five year return on investment greater than the
         relevant industry index,

b)       All directors and executive officers as a group beneficially own less
         than 10% of the outstanding stock, and

c)       No shareholder (or voting block) beneficially owns 15% or more of the
         company.

Thus, failure of any one of the three criteria results in a vote for cumulative
voting in accordance with the general policy.

Rationale: Cumulative voting is a tool that should be used to ensure that
holders of a significant number of shares may have board representation;
however, the presence of other safeguards may make their use unnecessary.

C.       Supermajority Voting Requirements

AM policy is to vote "against" management proposals to require a supermajority
vote to amend the charter or bylaws and to vote "for" shareholder proposals to
modify or rescind existing supermajority requirements.

*Exception made when company holds a controlling position and seeks to lower
threshold to maintain control and/or make changes to corporate by-laws.

Rationale: Supermajority voting provisions violate the democratic principle that
a simple majority should carry the vote. Setting supermajority requirements may
make it difficult or impossible for shareholders to remove egregious by-law or
charter provisions. Occasionally, a company with a significant insider held
position might attempt to lower a supermajority threshold to make it easier for
management to approve provisions that may be detrimental to shareholders. In
that case, it may not be in the shareholders interests to lower the
supermajority provision.

D.       Shareholder Right to Vote

AM policy is to vote "against" proposals that restrict the right of shareholders
to call special meetings, amend the bylaws, or act by written consent. Policy is
to vote "for" proposals that remove such restrictions.

Rationale: Any reasonable means whereby shareholders can make their views known
to management or effect the governance process should be supported.


IV.      Compensation

Annual Incentive Plans or Bonus Plans are often submitted to shareholders for
approval. These plans typically award cash to executives based on company
performance. Deutsche Bank believes that the responsibility for executive
compensation decisions rest with the board of directors and/or the compensation
committee, and its policy is not to second-guess the board's award of cash
compensation amounts to executives unless a particular award or series of awards
is deemed excessive. If stock options are awarded as part of these bonus or
incentive plans, the provisions must meet Deutsche Bank's criteria regarding
stock option plans, or similar stock-based incentive compensation schemes, as
set forth below.

A.       Establishment of a Remuneration Committee (For FFT Securities)

AM policy is to vote "for" proposals that require the establishment of a
remuneration committee.

Rationale: Corporations should disclose in each annual report or proxy statement
their policies on remuneration. Essential details regarding executive
remuneration including share options, long-term incentive plans and bonuses,
should be disclosed in the annual report, so that investors can judge whether
corporate pay policies and practices meet the standard.

The remuneration committee shall not comprise any board members and should be
sensitive to the wider scene on executive pay. It should ensure that
performance-based elements of executive pay are designed to align the interests
of shareholders.

B.       Executive and Director Stock Option Plans

AM policy is to vote "for" stock option plans that meet the following criteria:

(1)      The resulting dilution of existing shares is less than (a) 15 percent
         of outstanding shares for large capital corporations or (b) 20 percent
         of outstanding shares for small-mid capital companies (companies having
         a market capitalization under one billion U.S. dollars.)

(2)      The transfer of equity resulting from granting options at less than FMV
         is no greater than 3% of the over-all market capitalization of large
         capital corporations, or 5% of market cap for small-mid capital
         companies.

(3)      The plan does not contain express repricing provisions and, in the
         absence of an express statement that options will not be repriced; the
         company does not have a history of repricing options.

(4)      The plan does not grant options on super-voting stock.

AM will support performance-based option proposals as long as a) they do not
mandate that all options granted by the company must be performance based, and
b) only certain high-level executives are subject to receive the performance
based options.

AM will support proposals to eliminate the payment of outside director pensions.

Rationale: Determining the cost to the company and to shareholders of
stock-based incentive plans raises significant issues not encountered with
cash-based compensation plans. These include the potential dilution of existing
shareholders' voting power, the transfer of equity out of the company resulting
from the grant and execution of options at less than FMV and the authority to
reprice or replace underwater options. Our stock option plan analysis model
seeks to allow reasonable levels of flexibility for a company yet still protect
shareholders from the negative impact of excessive stock compensation.
Acknowledging that small mid-capital corporations often rely more heavily on
stock option plans as their main source of executive compensation and may not be
able to compete with their large capital competitors with cash compensation, we
provide slightly more flexibility for those companies.

C.       Employee Stock Option/Purchase Plans

AM policy is to vote for employee stock purchase plans (ESPP's) when the plan
complies with Internal Revenue Code 423, allowing non-management employees to
purchase stock at 85% of FMV.

AM policy is to vote "for" employee stock option plans (ESOPs) provided they
meet the standards for stock option plans in general. However, when computing
dilution and transfer of equity, ESOPs are considered independently from
executive and director option plans.

Rationale: ESOPs and ESPP's encourage rank-and-file employees to acquire an
ownership stake in the companies they work for and have been shown to promote
employee loyalty and improve productivity.

D.       Golden Parachutes

AM policy is to vote "for" proposals to require shareholder approval of golden
parachutes and for proposals that would limit golden parachutes to no more than
three times base compensation. Policy is to vote "against" more restrictive
shareholder proposals to limit golden parachutes.

Rationale: In setting a reasonable limitation, AM considers that an effective
parachute should be less attractive than continued employment and that the IRS
has opined that amounts greater than three times annual salary, are excessive.

E.       Proposals to Limit Benefits or Executive Compensation

AM policy is to vote "against"

1.   Proposals to limit benefits, pensions or compensation and

2.   Proposals that request or require disclosure of executive compensation
     greater than the disclosure required by Securities and Exchange Commission
     (SEC) regulations.

Rationale: Levels of compensation and benefits are generally considered to be
day-to-day operations of the company, and are best left unrestricted by
arbitrary limitations proposed by shareholders.

F.       Option Expensing

AM policy is to support proposals requesting companies to expense stock options.

Rationale: Although companies can choose to expense options voluntarily, the
Financial Accounting Standards Board (FASB) does not yet require it, instead
allowing companies to disclose the theoretical value of options as a footnote.
Because the expensing of stock options lowers earnings, most companies elect not
to do so. Given the fact that options have become an integral component of
compensation and their exercise results in a transfer of shareholder value, AM
agrees that their value should not be ignored and treated as "no cost"
compensation. The expensing of stock options would promote more modest and
appropriate use of stock options in executive compensation plans and present a
more accurate picture of company operational earnings.

G.        Management board election and motion (For FFT Securities)

AM policy is to vote "against":

o        the election of board members with positions on either remuneration or
         audit committees;

o        the election of supervisory board members with too many supervisory
         board mandates;

o        "automatic" election of former board members into the supervisory
         board.

Rationale: Management as an entity, and each of its members, are responsible for
all actions of the company, and are - subject to applicable laws and regulations
- accountable to the shareholders as a whole for their actions.

Sufficient information should be disclosed in the annual company report and
account to allow shareholders to judge the success of the company.

H.       Remuneration (variable pay): (For FFT Securities)

Executive remuneration for Management Board

AM policy is to vote "for" remuneration for Management Board that is transparent
and linked to results.

Rationale: Executive compensation should motivate management and align the
interests of management with the shareholders. The focus should be on criteria
that prevent excessive remuneration; but enable the company to hire and retain
first-class professionals.

Shareholder interests are normally best served when management is remunerated to
optimise long-term returns. Criteria should include suitable measurements like
return on capital employed or economic value added.

Interests should generally also be correctly aligned when management own shares
in the company - even more so if these shares represent a substantial portion of
their own wealth.

Its disclosure shall differentiate between fixed pay, variable (performance
related) pay and long-term incentives, including stock option plans with
valuation ranges as well as pension and any other significant arrangements.

Executive remuneration for Supervisory Board

AM policy is to vote "for" remuneration for Supervisory Board that is at least
50% in fixed form.

Rationale: It would normally be preferable if performance linked compensation
were not based on dividend payments, but linked to suitable result based
parameters. Consulting and procurement services should also be published in the
company report.

I.       Long-term incentive plans (For FFT Securities)

AM policy is to vote "for" long-term incentive plans for members of a management
board that reward for above average company performance.

Rationale: Incentive plans will normally be supported if they:

o        directly align the interests of members of management boards with those
         of shareholders;

o        establish challenging performance criteria to reward only above average
         performance;

o        measure performance by total shareholder return in relation to the
         market or a range of comparable companies;

o        are long-term in nature and encourage long-term ownership of the shares
         once exercised through minimum holding periods;

o        do not allow a repricing of the exercise price in stock option plans.

J.       Shareholder Proposals Concerning "Pay for Superior Performance"

AM policy is to address pay for superior performance proposals on a case-by-case
basis, incorporating the recommendation of an independent third party proxy
research firm (currently ISS) subject to review by the GPVSC as set forth in
AM's Proxy Policies and Procedures.

Rationale: While AM agrees that compensation issues are better left to the
discretion of management, they appreciate the need to monitor for excessive
compensation practices on a case by case basis. If, after a review of the ISS
metrics, AM is comfortable with ISS's applying this calculation and will vote
according to their recommendation.

K.       Executive Compensation Advisory

AM policy is to follow management's recommended vote on shareholder proposals to
propose an advisory resolution seeking to ratify the compensation of the
company's named executive officers (NEOs) on an annual basis.

Rationale: AM believes that controls exist within senior management and
corporate compensation committees, ensuring fair compensation to executives.
This might allow shareholders to require approval for all levels of management's
compensation.

V.       Anti-Takeover Related Issues

A.       Shareholder Rights Plans ("Poison Pills")

AM policy is to vote "for" proposals to require shareholder ratification of
poison pills or that request boards to redeem poison pills, and to vote
"against" the adoption of poison pills if they are submitted for shareholder
ratification.

Rationale: Poison pills are the most prevalent form of corporate takeover
defenses and can be (and usually are) adopted without shareholder review or
consent. The potential cost of poison pills to shareholders during an attempted
takeover outweighs the benefits.

B.       Reincorporation

AM policy is to examine reincorporation proposals on a case-by-case basis. The
voting decision is based on: (1) differences in state law between the existing
state of incorporation and the proposed state of incorporation; and (2)
differences between the existing and the proposed charter/bylaws/articles of
incorporation and their effect on shareholder rights. If changes resulting from
the proposed reincorporation violate the corporate governance principles set
forth in these guidelines, the reincorporation will be deemed contrary to
shareholder's interests and a vote cast "against."

Rationale: Reincorporations can be properly analyzed only by looking at the
advantages and disadvantages to their shareholders. Care must be taken that
anti-takeover protection is not the sole or primary result of a proposed change.

C.       Fair-Price Proposals

AM policy is to vote "for" management fair-price proposals, provided that: (1)
the proposal applies only to two-tier offers; (2) the proposal sets an objective
fair-price test based on the highest price that the acquirer has paid for a
company's shares; (3) the supermajority requirement for bids that fail the
fair-price test is no higher than two-thirds of the outstanding shares; (4) the
proposal contains no other anti-takeover provisions or provisions that restrict
shareholders rights.

A vote is cast for shareholder proposals that would modify or repeal existing
fair-price requirements that do not meet these standards.

Rationale: While fair price provisions may be used as anti-takeover devices, if
adequate provisions are included, they provide some protection to shareholders
who have some say in their application and the ability to reject those
protections if desired.

D.       Exemption from state takeover laws

AM policy is to vote "for" shareholder proposals to opt out of state takeover
laws and to vote "against" management proposals requesting to opt out of state
takeover laws.

Rationale: Control share statutes, enacted at the state level, may harm
long-term share value by entrenching management. They also unfairly deny certain
shares their inherent voting rights.

E.       Non-financial Effects of Takeover Bids

Policy is to vote "against" shareholder proposals to require consideration of
non-financial effects of merger or acquisition proposals.

Rationale: Non-financial effects may often be subjective and are secondary to
AM's stated purpose of acting in its client's best economic interest.


VI.      Mergers & Acquisitions

Evaluation of mergers, acquisitions and other special corporate transactions
(i.e., takeovers, spin-offs, sales of assets, reorganizations, restructurings
and recapitalizations) are performed on a case-by-case basis incorporating
information from an independent proxy research source (currently ISS.)
Additional resources including portfolio management and research analysts may be
considered as set forth in AM's Policies and Procedures.


VII.     Social, Environmental & Political Issues

Social and environmental issues are becoming increasingly important to corporate
success. We incorporate social and environmental considerations into both our
investment decisions and our proxy voting decisions - particularly if the
financial performance of the company could be impacted.

With increasing frequency, shareholder proposals are submitted relating to
social and political responsibility issues. Almost universally, the company
management will recommend a vote "against" these proposals. These types of
proposals cover an extremely wide range of issues. Many of the issues tend to be
controversial and are subject to more than one reasonable, yet opposing, theory
of support. More so than with other types of proxy proposals, social and
political responsibility issues may not have a connection to the economic and
corporate governance principles effecting shareholders' interests. AM's policy
regarding social and political responsibility issues, as with any other issue,
is designed to protect our client shareholders' economic interests.

Occasionally, a distinction is made between a shareholder proposal requesting
direct action on behalf of the board and a request for a report on (or
disclosure of) some information. In order to avoid unduly burdening any company
with reporting requirements, AM's policy is to vote against shareholder
proposals that demand additional disclosure or reporting than is required by the
Securities and Exchange Commission unless it appears there is a legitimate issue
and the company has not adequately addressed shareholders' concerns.

A.       Labor & Human Rights

AM policy is to vote "against" adopting global codes of conduct or workplace
standards exceeding those mandated by law.

Rationale: Additional requirements beyond those mandated by law are deemed
unnecessary and potentially burdensome to companies

B.       Diversity & Equality

1.       AM policy is to vote "against" shareholder proposals to force equal
         employment opportunity, affirmative action or board diversity.

Rationale: Compliance with State and Federal legislation along with information
made available through filings with the EEOC provides sufficient assurance that
companies act responsibly and make information public.

2.       AM policy is also to vote "against" proposals to adopt the Mac Bride
         Principles. The Mac Bride Principles promote fair employment,
         specifically regarding religious discrimination.

Rationale: Compliance with the Fair Employment Act of 1989 makes adoption of the
Mac Bride Principles redundant. Their adoption could potentially lead to charges
of reverse discrimination.

C.       Health & Safety

1.       AM policy is to vote "against" adopting a pharmaceutical price
         restraint policy or reporting pricing policy changes.

Rationale: Pricing is an integral part of business for pharmaceutical companies
and should not be dictated by shareholders (particularly pursuant to an
arbitrary formula.) Disclosing pricing policies may also jeopardize a company's
competitive position in the marketplace.

2.       AM policy is to vote "against" shareholder proposals to control the use
         or labeling of and reporting on genetically engineered products.

Rationale: Additional requirements beyond those mandated by law are deemed
unnecessary and potentially burdensome to companies.

D.       Government/Military

1.       AM policy is to vote against shareholder proposals regarding the
         production or sale of military arms or nuclear or space-based weapons,
         including proposals seeking to dictate a company's interaction with a
         particular foreign country or agency.

Rationale: Generally, management is in a better position to determine what
products or industries a company can and should participate in. Regulation of
the production or distribution of military supplies is, or should be, a matter
of government policy.

2.       AM policy is to vote "against" shareholder proposals regarding
         political contributions and donations.

Rationale: The Board of Directors and Management, not shareholders, should
evaluate and determine the recipients of any contributions made by the company.

3.       AM policy is to vote "against" shareholder proposals regarding
         charitable contributions and donations.

Rationale: The Board of Directors and Management, not shareholders, should
evaluate and determine the recipients of any contributions made by the company.

E.       Tobacco

1.       AM policy is to vote "against" shareholder proposals requesting
         additional standards or reporting requirements for tobacco companies as
         well as "against" requesting companies to report on the intentional
         manipulation of nicotine content.

Rationale: Where a tobacco company's actions meet the requirements of legal and
industry standards, imposing additional burdens may detrimentally effect a
company's ability to compete. The disclosure of nicotine content information
could affect the company's rights in any pending or future litigation.

2.       Shareholder requests to spin-off or restructure tobacco businesses will
         be opposed.

Rationale: These decisions are more appropriately left to the Board and
management, and not to shareholder mandate.


VIII.    Environmental Issues

AM policy is to follow management's recommended vote on CERES Principles or
other similar environmental mandates (e.g., those relating to Greenhouse gas
emissions or the use of nuclear power).

Rationale: Environmental issues are extensively regulated by outside agencies
and compliance with additional requirements often involves significant cost to
companies.


IX.      Miscellaneous Items

A.       Ratification of Auditors

AM policy is to vote "for" a) the management recommended selection of auditors
and b) proposals to require shareholder approval of auditors.

Rationale: Absent evidence that auditors have not performed their duties
adequately, support for management's nomination is warranted.

B.       Limitation of non-audit services provided by independent auditor

AM policy is to support proposals limiting non-audit fees to 50% of the
aggregate annual fees earned by the firm retained as a company's independent
auditor.

Rationale: In the wake of financial reporting problems and alleged audit
failures at a number of companies, AM supports the general principle that
companies should retain separate firms for audit and consulting services to
avoid potential conflicts of interest. However, given the protections afforded
by the recently enacted Sarbanes-Oxley Act of 2002 (which requires Audit
Committee pre-approval for non-audit services and prohibits auditors from
providing specific types of services), and the fact that some non-audit services
are legitimate audit-related services, complete separation of audit and
consulting fees may not be warranted. A reasonable limitation is appropriate to
help ensure auditor independence and it is reasonable to expect that audit fees
exceed non-audit fees.

C.       Audit firm rotation

AM policy is to support proposals seeking audit firm rotation unless the
rotation period sought is less than five years.

Rationale: While the Sarbanes-Oxley Act mandates that the lead audit partner be
switched every five years, AM believes that rotation of the actual audit firm
would provide an even stronger system of checks and balances on the audit
function.

D.       Transaction of Other Business

AM policy is to vote against "transaction of other business" proposals.

Rationale: This is a routine item to allow shareholders to raise other issues
and discuss them at the meeting. As the nature of these issues may not be
disclosed prior to the meeting, we recommend a vote against these proposals.
This protects shareholders voting by proxy (and not physically present at a
meeting) from having action taken at the meeting that they did not receive
proper notification of or sufficient opportunity to consider.

E.       Motions to Adjourn the Meeting

AM Policy is to vote against proposals to adjourn the meeting.

Rationale: Management may seek authority to adjourn the meeting if a favorable
outcome is not secured. Shareholders should already have had enough information
to make a decision. Once votes have been cast, there is no justification for
management to continue spending time and money to press shareholders for
support.

F.       Bundled Proposals

AM policy is to vote against bundled proposals if any bundled issue would
require a vote against it if proposed individually.

Rationale: Shareholders should not be forced to "take the good with the bad" in
cases where the proposals could reasonably have been submitted separately.

G.       Change of Company Name

AM policy is to support management on proposals to change the company name.

Rationale: This is generally considered a business decision for a company.

H.       Proposals Related to the Annual Meeting

AM Policy is to vote in favor of management for proposals related to the conduct
of the annual meeting (meeting time, place, etc.)

Rationale: These are considered routine administrative proposals.

I.       Reimbursement of Expenses Incurred from Candidate Nomination

AM policy is to follow management's recommended vote on shareholder proposals
related to the amending of company bylaws to provide for the reimbursement of
reasonable expenses incurred in connection with nominating one or more
candidates in a contested election of directors to the corporation's board of
directors.

Rationale: Corporations should not be liable for costs associated with
shareholder proposals for directors.

J.       Investment Company Proxies

Proxies solicited by investment companies are voted in accordance with the
recommendations of an independent third party, currently ISS. However, regarding
investment companies for which AM or an affiliate serves as investment adviser
or principal underwriter, such proxies are voted in the same proportion as the
vote of all other shareholders. Proxies solicited by master funds from feeder
funds will be voted in accordance with applicable provisions of Section 12 of
the Investment Company Act of 1940.

Investment companies, particularly closed-end investment companies, are
different from traditional operating companies. These differences may call for
differences in voting positions on the same matter. For example, AM could vote
"for" staggered boards of closed-end investment companies, although AM generally
votes "against" staggered boards for operating companies. Further, the manner in
which AM votes investment company proxies may differ from proposals for which a
AM-advised investment company solicits proxies from its shareholders. As
reflected in the Guidelines, proxies solicited by closed-end (and open-end)
investment companies are voted in accordance with the pre-determined guidelines
of an independent third-party.

Subject to participation agreements with certain Exchange Traded Funds ("ETF")
issuers that have received exemptive orders from the U.S. Securities and
Exchange Commission allowing investing DWS funds to exceed the limits set forth
in Section 12(d)(1)(A) and (B) of the Investment Company Act of 1940, DeAM will
echo vote proxies for ETFs in which Deutsche Bank holds more than 25% of
outstanding voting shares globally when required to do so by participation
agreements and SEC orders.

Note: With respect to the QP Trust (not registered under the Investment Company
Act of 1940), the Fund is not required to engage in echo voting and the
investment adviser will use these Guidelines, and may determine, with respect to
the QP Trust, to vote contrary to the positions in the Guidelines, consistent
with the Fund's best interest.


K.       International Proxy Voting

The above guidelines pertain to issuers organized in the United States, Canada
and Germany. Proxies solicited by other issuers are voted in accordance with
international guidelines or the recommendation of ISS and in accordance with
applicable law and regulation.




                      APPENDIX B -- RATINGS OF INVESTMENTS

                            COMMERCIAL PAPER RATINGS

A-1, A-2, Prime-1, Prime-2 and F1, F2

The ratings A-1 and A-2 are the two highest commercial paper ratings assigned by
Standard & Poor's. A short-term obligation rated 'A-1' is rated in the highest
category by Standard & Poor's. The obligor's 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 short-term obligation rated 'A-2' is 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.

The ratings Prime-1 and Prime-2 are the two highest commercial paper ratings
assigned by Moody's Investors Service, Inc. Among the factors considered by them
in assigning ratings are the following: (1) evaluation of the management of the
issuer; (2) economic evaluation of the issuer's industry or industries and an
appraisal of speculative-type risks which may be inherent in certain areas; (3)
evaluation of the issuer's products in relation to competition and customer
acceptance; (4) liquidity; (5) amount and quality of long-term debt; (6) trend
of earnings over a period of ten years; (7) financial strength of a parent
company and the relationships which exist with the issuer; and (8) recognition
by the management of obligations which may be present or may arise as a result
of public interest questions and preparations to meet such obligations. Relative
strength or weakness of the above factors determines whether the issuer's
commercial paper is rated Prime-1 or Prime-2..

The ratings F1 and F2 are the two highest commercial paper ratings assigned by
Fitch Ratings. F1 reflects highest credit quality. F1 indicates the strongest
capacity for timely payment of financial commitments; and may have an added "+"
to denote any exceptionally strong credit feature. F2 reflects good credit
quality. F2 has a satisfactory capacity for timely payment of financial
commitments, but the margin of safety is not as great as in the case of higher
ratings.

MIG-1 and MIG-2 Municipal Notes

Moody's Investors Service, Inc.'s ratings for state and municipal notes and
other short-term loans will be designated Moody's Investment Grade (MIG). This
distinction is in recognition of the differences between short-term credit risk
and long-term risk. Factors affecting the liquidity of the borrower are
uppermost in importance in short-term borrowing, while various factors of the
first importance in bond risk are of lesser importance in the short run. Loans
designated MIG-1 are of 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. Loans designated
MIG-2 are of high quality, with margins of protection ample although not so
large as in the preceding group.

STANDARD & POOR'S BOND RATINGS

AAA. This is the highest rating assigned to a debt obligation and indicates an
extremely strong capacity to pay principal and interest.

AA. Bonds rated AA also qualify as high-quality debt obligations. Capacity to
pay principal and interest is very strong, and in the majority of instances they
differ from AAA issues only in small degree.

MOODY'S INVESTORS SERVICE, INC. BOND RATINGS

Aaa. Bonds which are 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.