**DWS FUNDS**

[Mail            Date], 2008

Dear            Shareholders,

You are being asked to vote on a number of proposals related to your DWS            Fund(s). We would like to explain to you the background and nature of these            proposals.

The current DWS Funds are the result of a series of mergers and            acquisitions of several mutual fund families over the last two decades, including the            fund families of Kemper, Scudder, Morgan Grenfell, Alex Brown, Bankers Trust and            Deutsche. Due to these various transactions, there have been, and continue to be,            structural and organization differences among the DWS Funds, including multiple Boards            that oversee the DWS Funds. In addition, recent and contemplated retirements of several            independent members of the Board that oversees your Fund(s) have created the need to            fill vacancies on the Board to ensure it has a sufficient number of qualified            individuals to adequately oversee your Fund(s) in the coming years. This proxy            statement seeks shareholder approval for a number of proposals aimed at making the DWS            Funds’ operations more efficient.

First, we recommend that you elect a slate of nominees that will oversee            virtually all of the DWS Funds, including your Fund(s). Currently, there are two            primary Boards that oversee the DWS Funds: the Board that oversees your DWS Fund(s),            referred to as the Chicago Board, and the New York Board. (The geographic references in            the preceding sentence indicate the location in which the Board of each DWS Fund            historically has held most of its meetings.) We believe the consolidation of the            Chicago Board and the New York Board provides an opportunity to fill the vacancies            created by recent and contemplated retirements of several independent members of the            Chicago Board with experienced individuals familiar with the DWS Funds and its            management organizations. In addition, we believe the board consolidation will benefit            the Chicago DWS Fund, including your Fund(s), through increased efficiency in fund            operations and oversight.

The members of this consolidated Board, all but one independent of your            Fund’s investment adviser, Deutsche Investment Management Americas Inc.            (“DIMA”), collectively have over 120 years of experience as mutual fund            Board Members and their backgrounds and experiences are both diverse and relevant to            the variety of tasks and issues that face a mutual fund board.

In light of the high cost of soliciting votes from shareholders, DIMA            proposed, and we agreed, that it would be in the Funds’ best interests to use            this opportunity presented by the shareholder meeting to ask you to vote on certain            other proposals. Consequently, in addition to voting for a consolidated Board, you are            being asked to vote on several other proposals that would standardize and simplify fund            documents, operations and policies.

We recommend that you approve an amended and restated investment            management agreement between certain of your Fund(s) and DIMA. For most DWS Funds, DIMA            currently provides both investment management and administrative services required for            the operation of your Fund under a single management agreement with your Fund(s) (the            “Current Management Agreement”). DIMA also provides accounting services to            your Fund(s) pursuant to a separate accounting agreement (the “Accounting            Agreement”). As part of an overall plan to standardize and add flexibility to the            management agreements for all of the DWS Funds, DIMA proposed, and we agreed, that the            Current Management Agreement be separated into two contracts; one covering only those            services related to investment management (an “Amended Management            Agreement”) and one covering both those administrative services currently            provided under the Current Management Agreement and those accounting services currently            provided under the Accounting Agreement (an “Administrative Services

Agreement”). Other DWS Funds already have this arrangement in            place. The separate Administrative Services Agreement will provide the Board greater            flexibility to make administrative changes without seeking shareholder approval, which            is both expensive and time consuming. The aggregate fees paid by your Fund to DIMA will            remain the same or be reduced under the Amended Management Agreement and Administrative            Services Agreement.

We also recommend that you approve a policy that would permit DIMA,            subject to approval of the Board and a majority of its independent members, to appoint            and replace subadvisers or sub-subadvisers, and to materially amend the subadvisory            agreement or sub-subadvisory agreement, as applicable, for each DWS Fund in the future            without shareholder approval. If approved by each DWS Fund’s shareholders, the            policy would apply to subadvisers and sub-subadvisers that are either (i) not            affiliated with DIMA or (ii) wholly owned subsidiaries of DIMA.

In addition, we recommend that you approve changes to the fundamental            investment policies regarding investments in commodities for certain DWS Funds managed            by DIMA, which will simplify the process of monitoring compliance with the fundamental            investment policies. These changes will provide the applicable DWS Funds with the            flexibility to respond to changing markets, new investment opportunities and future            changes in applicable law, but are not expected to have a material effect on the way            the DWS Funds are currently managed.

We further recommend that you vote to approve changes to your            Fund’s governing documents (in all but one case, a declaration of trust, and in            one case, an articles of incorporation) that seek to standardize, to the extent            possible, these documents across all DWS Funds to be overseen by the consolidated            Board. We believe that it is in each Fund’s best interests to modernize its            governing documents and make them as uniform as possible across all the DWS Funds. It            is anticipated that the overall effect of these changes will be to make the            administration of the DWS Funds more efficient and provide greater flexibility for the            operations of the DWS Funds, within the limits of applicable law. Adoption of the            changes to your Fund’s governing documents will not alter in any way the            Board’s existing duties of care and loyalty, nor will your Fund’s current            investments and investment policies change by virtue of the changes to your            Fund’s governing documents.

Finally, with respect to DWS Balanced Fund only, we recommend you vote            to approve a sub-advisory agreement between DIMA and Deutsche Asset Management            International GmbH (“DeAMi”) as part of DIMA’s ongoing efforts to            more effectively utilize its global investment organization and global investment            management expertise. The sub-advisory agreement with DeAMi will allow for the            transitioning of portfolio management of a portion of the large cap value allocation of the DWS            Balanced Fund to Dr. Thomas Schuessler, an employee of DeAMi.

We ask that you vote in favor of each of these proposals.

 

 

|   | Sincerely yours,

Paul K. Freeman                            (Chair)

John W.                            Ballantine

Donald L.                            Dunaway

James R. Edgar

Robert B.                            Hoffman

William                            McClayton

Shirley D.                            Peterson

Robert H.                            Wadsworth

  |
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**Questions** **& Answers**

**Q&A**

| **Q.** | **Why am I receiving this proxy                            statement?** |
|--------|-------------------------------------------------------------------------|

| **A.** | As a result of the corporate history of the DWS Funds,                            there have been, and continue to be, structural and organizational                            differences among the DWS Funds, including multiple Boards that oversee                            the DWS Funds. In addition, recent and contemplated retirements of                            several independent members of the Board that oversees your Fund(s)                            have created the need to fill vacancies on the Board. Accordingly, this                            proxy statement seeks shareholder approval for a number of proposals                            aimed at making the DWS Funds’ operations more efficient,                            including: |
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|   | **•** | election of a slate of nominees to a common Board that                            will oversee virtually all of the DWS Funds, including your                            Fund(s); |
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|   | **•** | adoption of a common form of investment management                            agreement; |
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|   | **•** | adoption of a subadviser approval policy; |
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|   | **•** | adoption of a new commodity policy; |
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|   | **•** | adoption of a common form of agreement and declaration                            of trust or articles of incorporation (“Charter Document”);                            and |
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|   | **•** | adoption of a sub-advisory agreement (for DWS Balanced                            Fund only). |
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Each of the Proposals is described in more detail below.

After carefully reviewing the Proposals, your Fund’s Board has            determined that these actions are in the best interests of your Fund.**Your Fund’s Board unanimously recommends that you vote FOR the            proposed slate of nominees to the Board and FOR each of the Proposals applicable to            your Fund.**

**PROPOSAL TO ELECT BOARD MEMBERS**

**(All Funds)**

| **Q.** | **Why am I being asked to vote for Board                            Members?** |
|--------|--------------------------------------------------------------------------------|

| **A.** | Your Fund’s Board and the Board of certain other                            DWS Funds (“New York DWS Funds”) recommend that the Chicago                            DWS Funds (which include your Fund) and the New York DWS Funds be                            overseen by a consolidated slate of Board Members composed primarily of                            the same group of individuals. All nominees except for Axel Schwarzer,                            CEO of DWS Scudder, currently serve as “non-interested”                            Board Members (as that term is used in the 1940 Act) of your Fund or                            the New York DWS Funds (“Independent Board Members”). (The                            geographic references in the preceding sentence indicate the location                            in which the Board of each DWS Fund historically has held most of its                            meetings.) To accomplish this objective, the Board of each Chicago DWS                            Fund, including your Fund, has nominated, and is recommending that                            shareholders approve, a common, consolidated Board. In addition, the                            Board of the New York DWS Funds will appoint the continuing members of                            the Chicago DWS Funds to serve on a consolidated Board for the New York                            DWS Funds. As a result, the consolidated Board would oversee virtually                            all of the DWS Funds. |
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| **Q.** | **Why does my Fund’s Board recommend this                            Proposal?** |
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| **A.** | As noted above, recent and contemplated retirements of                            several independent members of the Board that oversees your Fund(s)                            have created the need to fill vacancies on the Board. The Board of your                            Fund(s) believes the consolidation of the Boards overseeing the DWS                            Funds provides an opportunity to fill these vacancies with experienced                            individuals familiar with the DWS Funds and its management                            organizations. In addition, the Board of your Fund(s) believes the                            board consolidation will benefit the Chicago DWS Funds through                            increased efficiency in fund operations and oversight. |
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**PROPOSAL TO APPROVE AN AMENDED AND RESTATED**

**INVESTMENT MANAGEMENT AGREEMENT**

**(DWS Balanced Fund, DWS Blue Chip Fund, DWS California Tax-Free            Income Fund, DWS Dreman Concentrated Value Fund, DWS Dreman High Return Equity Fund,            DWS Dreman Mid Cap Value Fund, DWS Dreman Small Cap Value Fund, DWS High Income Fund,            DWS New York Tax-Free Income Fund, DWS Strategic Income Fund, DWS Target 2008 Fund, DWS            Target 2010 Fund, DWS Target 2011 Fund, DWS Target 2012 Fund, DWS Target 2013 Fund, DWS            Target 2014 Fund, DWS Technology Fund, DWS U.S. Government Securities            Fund)**

| **Q.** | **Why am I being asked to vote on an Investment                            Management Agreement?** |
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| **A.** | The proposed Investment Management Agreement is part of                            a broader program initiated by Deutsche Investment Management Americas                            Inc. (“DIMA”), the Funds’ investment adviser, to                            simplify and to standardize the expense structures and related                            contracts for the DWS Funds. Currently, the management agreement for                            certain Funds includes the provision by DIMA of both investment                            advisory and administrative services, and the management fee payable by                            the fund compensates DIMA for both types of services. For other Funds,                            the provision of investment advisory services and administrative                            services are each covered under separate contracts with separate fees.                            For the Funds listed above, DIMA has proposed to divide the current                            management agreement into two separate agreements with two separate                            fees—an amended and restated agreement for investment advisory                            services and a new agreement for administrative services. You are being                            asked to vote on the proposed amended and restated Investment                            Management Agreement because the Investment Company Act of 1940, as                            amended (the “1940 Act”), requires shareholder approval of                            the Investment Management Agreement for your Fund. You are not being                            asked to vote on the proposed new administrative services agreement,                            which requires only Board approval. |
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| **Q.** | **Will the services provided and fees charged by DIMA                            change if shareholders approve the Investment Management                            Agreement?** |
|--------|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

| **A.** | In the aggregate, the scope of services provided to your                            Fund by DIMA and the fees paid to DIMA would remain largely unchanged,                            although some Funds would see decreases in fees. For information                            regarding the effect of these changes on your Fund’s fees, please                            see the tables on pages ___-___. |
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| **Q.** | **Why does my Fund’s Board recommend this                            proposal?** |
|--------|----------------------------------------------------------------------------------------|

| **A.** | Your Fund’s Board believes that the amended and                            restated Investment Management Agreement would benefit your Fund                            because the Board would have greater flexibility to make future changes                            regarding your Fund’s administrative services arrangements that                            it believes to be in the best interests of the Funds without the time                            and expense of seeking shareholder approval. Under the |
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terms of the amended arrangements, it would be possible for DIMA to            propose, and the Board to approve (without shareholder approval), increases in the fees            paid for administrative services.

| **Q.** | **What will happen if shareholders do not approve the                            Investment Management Agreement?** |
|--------|---------------------------------------------------------------------------------------------------------------------|

| **A.** | If shareholders of your Fund do not approve the amended                            and restated Investment Management Agreement, DIMA will continue to                            manage your Fund pursuant to your Fund’s current management                            agreement. |
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**PROPOSAL TO APPROVE A SUBADVISER APPROVAL POLICY**

**(ALL FUNDS)**

| **Q.** | **Why am I being asked to vote on this                            proposal?** |
|--------|-------------------------------------------------------------------------------|

| **A.** | DIMA is seeking to amend your Fund’s current                            policy on appointing and terminating subadvisers or sub-subadvisers and                            amending subadvisory agreements or sub-subadvisory agreements. Under                            the current policy, consistent with applicable law, shareholders must                            approve any subadvisory contract or sub-subadvisory contract with                            another investment adviser. The proposal, if adopted, would permit                            DIMA, subject to the approval of your Fund’s Board, including a                            majority of the Independent Board Members, and to the receipt of an                            exemptive order from the Securities and Exchange Commission, to engage                            in the following transactions without obtaining shareholder approval:                            (1) terminate a subadviser not affiliated with DIMA and hire                            another subadviser not affiliated with DIMA; (2) terminate a                            subadviser that is wholly owned by DIMA and hire another subadviser                            that is wholly owned by DIMA; (3) terminate a subadviser that is                            wholly owned by DIMA and hire a subadviser not affiliated with DIMA;                            (4) terminate a sub-subadviser not affiliated with DIMA and                            approve the subadviser hiring another sub-subadviser not affiliated                            with DIMA; (5) terminate a sub-subadviser that is wholly owned by                            DIMA and approve the subadviser hiring another sub-subadviser that is                            wholly owned by DIMA; or (6) materially amend an existing                            subadvisory agreement or sub-subadvisory agreement with a subadviser or                            sub-subadviser that is either (i) not affiliated with DIMA or                            (ii) wholly owned by DIMA. |
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| **Q.** | **Why did my Fund’s Board recommend this                            proposal?** |
|--------|---------------------------------------------------------------------------------------|

| **A.** | Your Fund’s Board recommends this proposal in                            order to provide DIMA with greater flexibility in selecting,                            supervising and evaluating subadvisers without incurring additional                            expense and potential delays in seeking shareholder approval, while                            remaining subject to Board oversight and supervision. |
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**PROPOSAL TO APPROVE THE REVISION OF THE**

**FUNDAMENTAL INVESTMENT POLICY RELATING TO COMMODITIES**

**(DWS Balanced Fund, DWS Blue Chip Fund, DWS California Tax-Free            Income Fund,**

**DWS Dreman Concentrated Value Fund, DWS Dreman High Return Equity            Fund,**

**DWS Dreman Mid Cap Value Fund, DWS Dreman Small Cap Value            Fund,**

**DWS High Income Fund, DWS Large Cap Value Fund, DWS New York Tax-Free            Income Fund,**

**DWS Strategic Income Fund, DWS Target 2008 Fund, DWS Target 2010            Fund,**

**DWS Target 2011 Fund, DWS Target 2012 Fund, DWS Target 2013            Fund,**

**DWS Target 2014 Fund, DWS Technology Fund, DWS U.S. Government            Securities Fund)**

| **Q.** | **Why am I being asked to vote for the revision of my                            Fund’s fundamental investment policy?** |
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| **A.** | DIMA is seeking to revise your Fund’s current                            fundamental investment policy relating to commodities. In order to                            revise investment policies that are “fundamental” in                            nature, the 1940 Act requires shareholder approval. |
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| **Q.** | **Why did my Fund’s Board recommend this                            Proposal?** |
|--------|---------------------------------------------------------------------------------------|

| **A.** | Your Fund’s Board, together with DIMA, has                            reviewed each Fund’s fundamental investment policies with the                            goal of simplifying and conforming the fundamental investment policies                            of the various open-end funds managed by DIMA, which will simplify the                            process of monitoring compliance with the fundamental investment                            policies. This Proposal seeks shareholder approval of changes that are                            intended to further these goals and to provide each Fund, consistent                            with its investment objectives and strategies, with the flexibility to                            respond to changing markets, new investment opportunities and future                            changes in applicable law. |
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| **Q.** | **What effect would the revision to my Fund’s                            fundamental investment policy have on my Fund?** |
|--------|---------------------------------------------------------------------------------------------------------------------------------|

| **A.** | The proposed revised fundamental investment policy does                            not affect the investment objective or strategies of your Fund, which                            would remain unchanged. The revised policy may give your Fund an                            increased ability to engage in certain activities relating to                            commodities. Because such activities are not currently contemplated by                            your Fund’s investment objectives or strategies, the proposed                            revisions are not expected to affect the manner in which your Fund is                            managed or the investment program of your Fund. |
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**PROPOSAL TO APPROVE THE AMENDED AND RESTATED CHARTER            DOCUMENT**

**(ALL FUNDS)**

| **Q.** | **Why am I being asked to vote on this                            proposal?** |
|--------|-------------------------------------------------------------------------------|

| **A.** | DIMA is seeking to amend your Fund’s current                            Charter Document. Under applicable state law, the proposed amendments                            require shareholder approval. |
|--------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

| **Q.** | **What is a Charter Document?** |
|--------|---------------------------------|

| **A.** | A Charter Document is the constitutional document that                            governs the corporate actions of a fund. A Charter Document sets forth,                            among other things, details regarding the organization of the fund,                            shareholder rights, powers of the board of a fund and the                            characteristics of fund shares. Shareholders of funds that are part of                            a Massachusetts business trust (a “Trust”) will be asked to                            vote to approve an amended and restated declaration of trust (see                            Proposals IV.A and IV.B). Shareholders of funds that are part of DWS                            Value Series, Inc., a Maryland corporation (the |
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“Corporation”), will be asked to vote to approve articles of            amendment and restatement (see Proposal IV.C). The notice for the upcoming special            meeting indicates which funds are series of a Trust and which funds are series of the            Corporation.

| **Q.** | **Why did my Fund’s Board recommend this                            Proposal?** |
|--------|---------------------------------------------------------------------------------------|

| **A.** | Your Fund’s Board believes that it is in the best                            interests of the Funds to use the opportunity presented by this                            shareholder meeting to modernize the Funds’ current Charter                            Documents and to make them as uniform as possible across all of the                            trusts and the corporations that the proposed consolidated Board would                            oversee. It is anticipated that the overall effect of these changes                            will be to make the administration of the Funds more efficient and to                            provide more flexibility for the operations of the Funds, within the                            limits of applicable law. |
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| **Q.** | **What effect would the adoption of an amended and                            restated Charter Document have on my Fund?** |
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| **A.** | A description of the primary differences between your                            Fund’s current Charter Document and its amended and restated                            Charter Document is set forth in Proposal IV of the attached Proxy                            Statement. Adoption of an amended and restated Charter Document will                            not alter in any way the Board Members’ existing duties of care                            and loyalty, nor will your Funds’ current investments and                            investment policies change by virtue of the adoption of an amended and                            restated Charter Document. |
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**PROPOSAL TO APPROVE THE SUB-ADVISORY AGREEMENT**

**BETWEEN DIMA AND DEAMI**

**(DWS Balanced Fund)**

| **Q.** | **Why am I receiving this proxy                            statement?** |
|--------|-------------------------------------------------------------------------|

| **A.** | DIMA believes that the Fund can more effectively benefit                            from the global investment management expertise of Deutsche Asset                            Management by transitioning portfolio management of a portion of the large cap value                            allocation of the Fund to personnel at DIMA’s affiliate, Deutsche                            Asset Management International GmbH (“DeAMi”). To allow the                            Fund to benefit from this global expertise, DIMA recommended, and your                            Fund’s Board approved, a sub-advisory agreement between DIMA and                            DeAMi (the “Sub-Advisory Agreement”). Pursuant to the                            requirements of the 1940 Act, the Sub-Advisory Agreement is being                            submitted to shareholders for approval, and will become effective upon                            shareholder approval. |
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| **Q.** | **If the Sub-Advisory Agreement is approved by                            shareholders, will the investment advisor to the Fund remain the                            same?** |
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| **A.** | Yes. DIMA will remain as investment advisor to the Fund                            and in that capacity will oversee the management of the Fund’s                            assets by DeAMi. |
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| **Q.** | **Will the Sub-Advisory Agreement increase the                            management fee that shareholders pay?** |
|--------|-------------------------------------------------------------------------------------------------------------------|

| **A.** | No, the fees paid to DeAMi for its sub-advisory services                            to the Fund will be paid by DIMA, not by the Fund. |
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| **Q.** | **What will happen if shareholders do not approve the                            Sub-Advisory Agreement?** |
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| **A.** | If shareholders of the Fund do not approve the                            Sub-Advisory Agreement, the Board will take |
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action that it deems to be in the best interest of the Fund.

**GENERAL**

| **Q.** | **How can I vote?** |
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| **A.** | You can vote in any one of four ways: |
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|   | (1) | Via the Internet, by going to the website listed on your                            proxy card; |
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|   | (2) | By telephone, with a toll-free call to the number listed                            on your proxy card; |
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|   | (3) | By mail, by sending the enclosed proxy card, signed and                            dated, to us in the enclosed envelope; or |
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|   | (4) | In person, by attending the special meeting. |
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We encourage you to vote over the Internet or by telephone, following            the instructions that appear on your proxy card. Whichever method you choose, please            take the time to read the full text of the Proxy Statement before you vote.

| **Q.** | **Whom should I call for additional information about                            the attached proxy statement?** |
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| **A.** | Please call D.F. King & Co., your fund’s proxy                            solicitor, at 1-800-714-3305. |
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**DWS Alternative Asset Allocation Plus Fund**

**DWS Balanced Fund**

**DWS Blue Chip Fund**

**DWS California Tax-Free Income Fund**

**DWS Core Plus Allocation Fund**

**DWS Disciplined Long/Short Growth Fund**

**DWS Disciplined Long/Short Value Fund**

**DWS Disciplined Market Neutral Fund**

**DWS Dreman Concentrated Value Fund**

**DWS Dreman High Return Equity Fund**

**DWS Dreman Mid Cap Value Fund**

**DWS Dreman Small Cap Value Fund**

**DWS High Income Fund**

**DWS Large Cap Value Fund**

**DWS LifeCompass Protect Fund**

**DWS LifeCompass Income Fund**

**DWS New York Tax-Free Income Fund**

**DWS Strategic Income Fund**

**DWS Target 2008 Fund**

**DWS Target 2010 Fund**

**DWS Target 2011 Fund**

**DWS Target 2012 Fund**

**DWS Target 2013 Fund**

**DWS Target 2014 Fund**

**DWS Technology Fund**

**DWS U.S. Government Securities Fund**

222            South Riverside Plaza, Chicago, IL 60606

**NOTICE OF A SPECIAL MEETING OF SHAREHOLDERS**

**To Be Held March [___], 2008**

This is the formal agenda for your Fund’s shareholder special            meeting. It tells you what matters will be voted on and the time and place of the            special meeting, in the event you choose to attend in person.

To the shareholders of the DWS Funds listed above:

A special meeting of the shareholders of each DWS Fund listed above will            be held March [___], 2008 at __:00 p.m. (Eastern time), at the offices of            [Deutsche ________________, ____________________ _____________________________] (the            “Meeting”), to consider the following (each a            “Proposal”):

 

| **PROPOSAL** **I:**(All Funds)

  | Election of Board                            Members |
|---------------------------------------------|------------------------------------------------------|

 

 

| **PROPOSAL** **II.A:**

(DWS Balanced Fund, DWS                            Blue Chip Fund, DWS California Tax-Free Income Fund, DWS Dreman                            Concentrated Value Fund, DWS Dreman High Return Equity Fund, DWS Dreman                            Mid Cap Value Fund, DWS Dreman Small Cap Value Fund, DWS High Income                            Fund, DWS New York Tax-Free Income Fund, DWS Strategic Income Fund, DWS                            Target 2008 Fund, DWS Target 2010 Fund, DWS Target 2011 Fund, DWS                            Target 2012 Fund, DWS Target 2013 Fund, DWS Target 2014 Fund, DWS                            Technology Fund, DWS U.S. Government Securities Fund)                                | Approval of an Amended                            and Restated Investment Management Agreement       |
|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|------------------------------------------------------------------------------------------------------|
| **PROPOSAL** **II.B:**(All Funds)

                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   | Approval of a Subadviser                            Approval Policy                                  |
| **PROPOSAL** **III:**(DWS Balanced Fund, DWS Blue Chip Fund, DWS                            California Tax-Free Income Fund, DWS Dreman Concentrated Value Fund,                            DWS Dreman High Return Equity Fund, DWS Dreman Mid Cap Value Fund, DWS                            Dreman Small Cap Value Fund, DWS High Income Fund, DWS Large Cap Value                            Fund, DWS New York Tax-Free Income Fund, DWS Strategic Income Fund, DWS                            Target 2008 Fund, DWS Target 2010 Fund, DWS Target 2011 Fund, DWS                            Target 2012 Fund, DWS Target 2013 Fund, DWS Target 2014 Fund, DWS                            Technology Fund, DWS U.S. Government Securities Fund)

  | Approval of a Revised                            Fundamental Investment Policy Regarding Commodities |
| **PROPOSAL** **IV.A:**(Each of the following Funds that are series                            of Massachusetts business trusts (“Trusts”): DWS Balanced                            Fund, DWS Blue Chip Fund, DWS California Tax-Free Income Fund, DWS High                            Income Fund, DWS LifeCompass Protect Fund, DWS LifeCompass Income Fund,                            DWS New York Tax-Free Income Fund, DWS Strategic Income Fund, DWS                            Target 2008 Fund, DWS Target 2010 Fund, DWS Target 2011 Fund, DWS                            Target 2012 Fund, DWS Target 2013 Fund, DWS Target 2014 Fund, DWS                            Technology Fund, DWS U.S. Government Securities Fund)

   | Approval of Amended and                            Restated Declarations of Trust                    |
| **PROPOSAL** **IV.B:**(All Funds that are series of DWS Equity                            Trust, including: DWS Alternative Asset Allocation Plus Fund, DWS Core                            Plus Allocation Fund, DWS Disciplined Long/Short Growth Fund, DWS                            Disciplined Long/Short Value Fund, DWS Disciplined Market Neutral                            Fund)

                                                                                                                                                                                                                                                                                                                                                         | Approval of Amended and                            Restated Declaration of Trust                     |

 

| **PROPOSAL** **IV.C:**(All Funds that are series of DWS Value                            Series, Inc., a Maryland corporation (the “Corporation”),                            including: DWS Dreman Concentrated Value Fund, DWS Dreman High Return                            Equity Fund, DWS Dreman Mid Cap Value Fund, DWS Dreman Small Cap Value                            Fund, DWS Large Cap Value Fund)

  | Approval of Articles of                            Amendment and Restatement             |
|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|------------------------------------------------------------------------------------------|
| **PROPOSAL** **V:**(DWS Balanced Fund)

                                                                                                                                                                                                                                                                                                                                                                                        | Approval of the                            Sub-Advisory Agreement Between DIMA and DeAMi |

 

The persons named as proxies will vote in their discretion on any other            business that properly may come before the Meeting or any adjournments or postponements            thereof.

Holders of record of shares of the DWS Funds listed above at the close            of business on [Record Date], 2008 are entitled to vote at the Meeting and at any            adjournments or postponements thereof.

In the event that the necessary quorum to transact business or the vote            required to approve a Proposal for any Fund is not obtained at its Meeting, the persons            named as proxies may propose one or more adjournments of the Fund’s Meeting in            accordance with applicable law to permit such further solicitation of proxies as may be            deemed necessary or advisable.

This notice and the related proxy material first are being mailed to            shareholders on or about [Mail Date], 2008. This proxy is being solicited on behalf of            your Fund’s Board.

 

|   | By Order of the                            Trustees/Directors

Paul K. Freeman                            (Chair)

John W.                            Ballantine

Donald L.                            Dunaway

James R. Edgar

Robert B.                            Hoffman

William                            McClayton

Shirley D.                            Peterson

Robert H.                            Wadsworth

 

[Effective Date], 2008 |
|--------|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

 

**We urge you to mark, sign, date and mail the enclosed proxy card in            the postage-paid envelope provided or to record your voting instructions by telephone            or via the Internet so that you will be represented at the Meeting. If you complete and            sign the proxy card (or tell us how you want to vote by voting by telephone or via the            Internet), we will vote it exactly as you tell us. If you simply sign the proxy card,            we will vote it in accordance with the Board’s recommendation on each Proposal            applicable to your Fund. Your prompt return of the enclosed proxy card (or your            voting**

**by            telephone or via the Internet) may save the necessity and expense of further            solicitations. You may receive more than one proxy card because several shareholder            special meetings are being held in connection with this proxy statement. If so, please            return each one. If you have any questions, please call D.F. King & Co., your            Fund’s proxy solicitor, at the special toll-free number we have set up for you            (1-800-714-3305), or contact your financial advisor.**

**INSTRUCTIONS FOR SIGNING PROXY CARDS**

The following general rules for signing proxy cards may be of assistance            to you and avoid the time and expense involved in validating your vote if you fail to            sign your proxy card properly.

1.         Individual Accounts: Sign your name exactly            as it appears in the registration on the proxy card.

2.         Joint Accounts: Both parties should sign,            and the name(s) of the party or parties signing should conform exactly to the name(s)            shown in the registration on the proxy card.

3.         All Other Accounts: The capacity of the            individual signing the proxy card should be indicated unless it is reflected in the            form of registration. For example:

 

| **Registration**                                                                 | **Valid                                Signature** |
|----------------------------------------------------------------------------------|----------------------------------------------------|
| Corporate Accounts                                                               |                                               |
| (1) ABC Corp                                                                     | ABC Corp

John Doe, Treasurer                      |
| (2) ABC Corp.                                                                    | John Doe, Treasurer                                |
| (3) ABC Corp. c/o John Doe, Treasurer                                            | John Doe                                           |
| (4) ABC Corp. Profit Sharing Plan                                                | John Doe, Trustee                                  |
| Partnership Accounts                                                             |                                               |
| (1) The XYZ Partnership                                                          | Jane B. Smith, Partner                             |
| (2) Smith and Jones, Limited Partnership                                         | Jane B. Smith, General Partner                     |
| Trust Accounts                                                                   |                                               |
| (1) ABC Trust Account                                                            | Jane B. Doe, Trustee                               |
| (2) Jane B. Doe, Trustee u/t/d 12/28/78                                          | Jane B. Doe                                        |
| Custodial or Estate Accounts                                                     |                                               |
| (1) John B. Smith, Cust. F/b/o John B.                            Smith Jr. | John B. Smith                                      |
| GMA/UTMA                                                                         |                                               |
| (2) Estate of John B. Smith                                                      | John B. Smith, Jr., Executor                  |

 

**JOINT PROXY STATEMENT**

**FOR THE SPECIAL MEETING OF SHAREHOLDERS**

**[Effective Date ], 2008**

**GENERAL**

This proxy statement (this “Proxy Statement”) is being            furnished in connection with the solicitation of proxies by the Board of            Trustees/Directors of each of the DWS Funds listed in the enclosed Notice of a Special            Meeting of Shareholders (each a “Fund” and collectively, the            “Funds”), to be held jointly at the offices of [Deutsche ________________,            ______________________] on March [___], 2008 at _:00 p.m. (Eastern time), and at            any and all adjournments or postponements thereof (the “Meeting”), at which            shareholders will be asked to consider several proposals (each a “Proposal”            and collectively, the “Proposals”).

This Proxy Statement, along with the enclosed Notice of a Special            Meeting of Shareholders and the accompanying proxy card (the “Proxy Card”),            is being mailed to shareholders on or about January __, 2008. It explains what you            should know before voting on the matters described herein. Please read it carefully and            keep it for future reference.

In the descriptions of the Proposals below, the word “fund”            sometimes is used to mean an investment company or series thereof in general, and not            the Funds whose shareholders are solicited by this Proxy Statement. In addition, for            simplicity, actions may be described in this Proxy Statement as being taken by a Fund            that is a series of a Massachusetts business trust or of DWS Value Series, Inc., a            Maryland corporation, although all actions actually are taken by the Massachusetts            business trust or DWS Value Series, Inc. on behalf of the applicable Fund. Each such            Massachusetts business trust is referred to herein as a “Trust,” DWS Value            Series, Inc. is referred to herein as the “Corporation” and the Trusts and            the Corporation collectively are referred to as the “Company” or the            “Companies.” The term “Board,” as used herein, refers to a            board of trustees of a Trust, a board of directors of the Corporation or both, as            applicable. The term “Board Member,” as used herein, refers to a person who            serves as a trustee of a Trust (a “Trustee”) or a director of the            Corporation (a “Director”).

The Meeting is being held to consider and to vote on the following            Proposals for the Funds, as indicated below and as described more fully herein, and            such other matters as properly may come before the Meeting:

 

| **PROPOSAL** **I:**(All Funds)

  | Election of Board                            Members |
|---------------------------------------------|------------------------------------------------------|

 

| **PROPOSAL** **II.A:**(DWS Balanced Fund, DWS Blue Chip Fund, DWS                            California Tax-Free Income Fund, DWS Dreman Concentrated Value Fund,                            DWS Dreman High Return Equity Fund, DWS Dreman Mid Cap Value Fund, DWS                            Dreman Small Cap Value Fund, DWS High Income Fund, DWS New York                            Tax-Free Income Fund, DWS Strategic Income Fund, DWS Target 2008 Fund,                            DWS Target 2010 Fund, DWS Target 2011 Fund, DWS Target 2012 Fund, DWS                            Target 2013 Fund, DWS Target 2014 Fund, DWS Technology Fund, DWS U.S.                            Government Securities Fund)

                           | Approval of an Amended                            and Restated Investment Management Agreement       |
|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|------------------------------------------------------------------------------------------------------|
| **PROPOSAL** **II.B:**(All Funds)

                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   | Approval of a Subadviser                            Approval Policy                                  |
| **PROPOSAL** **III:**(DWS Balanced Fund, DWS Blue Chip Fund, DWS                            California Tax-Free Income Fund, DWS Dreman Concentrated Value Fund,                            DWS Dreman High Return Equity Fund, DWS Dreman Mid Cap Value Fund, DWS                            Dreman Small Cap Value Fund, DWS High Income Fund, DWS Large Cap Value                            Fund, DWS New York Tax-Free Income Fund, DWS Strategic Income Fund, DWS                            Target 2008 Fund, DWS Target 2010 Fund, DWS Target 2011 Fund, DWS                            Target 2012 Fund, DWS Target 2013 Fund, DWS Target 2014 Fund, DWS                            Technology Fund, DWS U.S. Government Securities Fund)

  | Approval of a Revised                            Fundamental Investment Policy Regarding Commodities |
| **PROPOSAL** **IV.A:**(Each of the following Funds that are series                            of Massachusetts business trusts (“Trusts”): DWS Balanced                            Fund, DWS Blue Chip Fund, DWS California Tax-Free Income Fund, DWS High                            Income Fund, DWS LifeCompass Protect Fund, DWS LifeCompass Income Fund,                            DWS New York Tax-Free Income Fund, DWS Strategic Income Fund, DWS                            Target 2008 Fund, DWS Target 2010 Fund, DWS Target 2011 Fund, DWS                            Target 2012 Fund, DWS Target 2013 Fund, DWS Target 2014 Fund, DWS                            Technology Fund, DWS U.S. Government Securities Fund)

   | Approval of Amended and                            Restated Declarations of Trust                    |
| **PROPOSAL** **IV.B:**(All Funds that are series of DWS Equity                            Trust, including: DWS Alternative Asset Allocation Plus Fund, DWS Core                            Plus Allocation Fund, DWS Disciplined Long/Short Growth Fund, DWS                            Disciplined Long/Short Value Fund, DWS Disciplined Market Neutral                            Fund)

                                                                                                                                                                                                                                                                                                                                                         | Approval of Amended and                            Restated Declaration of Trust                     |
| **PROPOSAL** **IV.C:**(All Funds that are series of DWS Value                            Series, Inc., a Maryland corporation (the “Corporation”),                            including: DWS Dreman Concentrated Value Fund, DWS Dreman High Return                            Equity Fund, DWS Dreman Mid Cap Value Fund, DWS Dreman Small Cap Value                            Fund, DWS Large Cap Value Fund)

                                                                                                                                                                                                                                                                                                                        | Approval of Articles of                            Amendment and Restatement                         |

 

| **PROPOSAL** **V:**(DWS Balanced Fund)

  | Approval of the                            Sub-Advisory Agreement Between DIMA and DeAMi |
|-----------------------------------------------------|------------------------------------------------------------------------------------------|

 

The appointed proxies will vote in their discretion on any other            business that properly may come before the Meeting.

*The most recent Annual Reports of the Funds, containing audited            financial statements for the applicable fiscal years, and the most recent Semiannual            Reports succeeding the Annual Reports of the Funds, when applicable (each, a            “Report”), previously have been furnished to the Funds’ shareholders.            An additional copy of each Report will be furnished without charge upon request by            writing to the Fund at 222 South Riverside Plaza, Chicago, Illinois 60606-5808 (for all            Classes), or by calling 1-800-621-1048 (Class* *A, Class* *B,            Class* *C,            Class* *R), 1-800-730-1313            (Institutional Class) or 1-800-728-3337 (Class* *S). Reports also are available on the DWS website at**www.dws-scudder.com**or at the            website of the Securities and Exchange Commission (the “Commission”)            at**www.sec.gov**.*

**PROPOSAL** **I**

**ELECTION OF BOARD MEMBERS**

**(ALL FUNDS)**

The Board of each Fund is recommending that shareholders elect a slate            of Board Members designed to achieve a consolidated Board for the Chicago DWS Funds            (which include your Fund) and for certain other DWS Funds (the “New York DWS            Funds”), each of which is listed on Exhibit A. (Geographic references merely            indicate where the Board for each of these funds has historically held most of its            meetings.)

The current DWS Funds are the result of a series of mergers and            acquisitions of several mutual fund families over the last two decades, including the            fund families of Kemper, Scudder, Morgan Grenfell, Alex Brown, Bankers Trust and            Deutsche. Due to these various transactions, there have been, and continue to be,            structural and organizational differences among the DWS Funds, including multiple            Boards that oversee the DWS Funds. There are currently two primary Boards that oversee            the DWS Funds: the Board that oversees your Fund(s), referred to as the Chicago Board;            and the New York Board. The current Chicago Board is the result of the consolidation in            2000 of the two boards that originally oversaw the Kemper Funds. The current New York            Board is the result of several board consolidations, most recently in 2006 between the            boards that originally oversaw the Scudder Funds and the Deutsche Funds.

The Board of each Fund is submitting for election by shareholders of            each Fund a slate of 13 individuals listed below under “Board Member            Nominees” (the “nominees”). Four of the nominees currently serve as            “non-interested” Board Members (as that term is used in the 1940 Act) of            the Chicago DWS Funds and eight of the nominees currently serve as            “non-interested” Board Members of the New York DWS Funds            (“Independent Board Members”). Axel Schwarzer, CEO of DWS Scudder, the sole            nominee who would be an interested Board Member by virtue of his positions with            Deutsche Asset Management (“DeAM”). Mr. Schwarzer currently serves on the            Boards of the Chicago closed-end DWS Funds and the New York DWS Funds.

Each of the current Chicago Board Members nominated for election by            shareholders will also be appointed to the New York Board as of the time of the board            consolidation. Upon completion of the board consolidation, each Board Member would            serve on the Board of [51] registered trusts/corporations overseeing [134] funds in the            current configuration of the DWS Funds complex.

**Background**

Recent and contemplated retirements of several Independent Board Members            of the Chicago Board have caused the Chicago Board to explore adding new members.            Specifically, in each of 2003 and 2006, one Independent Board Member retired. In 2005,            two Independent Board Members retired. In 2008 and 2009, Robert B. Hoffman and            Donald L. Dunaway, respectively, are scheduled to retire. As a result of these            recent and anticipated retirements, the Chicago Board, would, absent further action,            have only six Independent Board Members after 2009. (At the start of 2003, the Chicago            Board had 10 Independent Board Members.) Accordingly, the Chicago Board began a process            in 2006 of exploring the addition of new Board Members to ensure that the Chicago Board            would have a sufficient number of qualified individuals to adequately oversee the DWS            Funds in the coming years.

At a Board meeting in November 2006, Deutsche Investment Management            Americas Inc. (“DIMA”), the Funds’ investment adviser, proposed to            the Chicago Board that it consider consolidating with the New York Board. In response,            the Board asked the Nominating and Governance Committee to identify and explore the            potential benefits of a consolidated Board. To guide the Chicago Board in

considering any board consolidation, the Chicago Board relied on two            primary principles: (i) that any consolidation of the Boards overseeing the DWS            Funds be in the best interests of the Chicago DWS Funds and (ii) that the mix of            talents, backgrounds and interests of the members of the consolidated Board would be            appropriate and the philosophies regarding board governance be compatible, so as to            produce a well-functioning, effective Board.

In its consideration of the proposal, the Nominating and Governance            Committee, among other things, reviewed the Investment Company Institute’s            Independent Directors Council May 2005 Task Force Report on Director Oversight of            Multiple Funds, which indicated “that it is generally far more efficient to have            a single board review...common policies and procedures, and oversee common            arrangements, than to have multiple boards to do so,” and that with a single            board it is “easier to implement ... changes on a complex-wide basis than in a            piecemeal fashion (which could easily occur if different boards were to come to            different conclusions).”

In fulfilling the Nominating and Governance Committee’s            assignment, representatives of the Chicago Board met with representatives of the New            York Board on several occasions to discuss DIMA’s proposal and its potential            benefits and to develop a process by which both the Chicago and New York Boards could            work together to determine the desirability of the proposal, identify and address            common issues and develop a mutually acceptable timeframe in which any such board            consolidation could be implemented. During the course of the meetings, the            representatives identified and discussed the potential benefits of consolidating the            Chicago and New York Boards, which include the following: (i) the opportunity to            fill vacancies on the Chicago Board due to recent and contemplated retirements of            several Independent Board Members with experienced individuals familiar with the DWS            Funds and its management organizations; (ii) more efficient use of portfolio            managers, fund officers and management personnel and resources involved in Board            meetings; (iii) more time for senior fund management to respond to Board requests;            (iv) consistent and unified oversight of fund assets and operations;            (v) standardization of policies among DWS Funds; (vi) more time for senior            fund management to focus on investment performance, servicing shareholders and managing            the business; (vii) more timely action on complex wide initiatives and issues; and            (viii) the opportunity for a consolidated Board to establish uniform board and            fund governance policies and compliance policies, reflective of the best practices of            each individual Board and the industry.

With the assistance of counsel to the Independent Board Members, the New            York and Chicago Boards developed a plan of consolidation to address the timing and            terms of the proposed board consolidation.

On November 14, 2007, each of the Boards (i) determined that            the formation of a consolidated Board was in the best interests of the Funds and            (ii) approved a plan of consolidation outlining the process for implementing the            board consolidation, and the Chicago Board determined to submit the slate of nominees            listed below for election by Fund shareholders.

**Board Considerations**

The factors the Chicago Board considered in determining that a            consolidated Board is in the best interests of the Funds include the            following:

|   | **•** | *Board Vacancies.*Board                            consolidation provides the opportunity to fill vacancies on the Chicago                            Board due to recent and contemplated retirements of several Independent                            Board Members with experienced individuals familiar with the DWS Funds                            and its management organizations. |
|--------|------------|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

|   | **•** | *Composition of the Consolidated                            Board*. The Board considered the diversity and                            experience of the nominees that would comprise the consolidated Board.                            The Board noted that the nominees have distinguished careers in                            government, law, finance, academia and other areas and would bring a                            wide range of expertise to the expanded Board. In addition, all                            independent nominees have experience as Board Members overseeing other                            DWS Funds. |
|--------|------------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

|   | **•** | *Board Leadership*. The Board                            considered the continuing individual Board Members who are expected to                            serve as Chairman of the Board and Chairman of the various Board                            Committees. |
|--------|------------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

|   | **•** | *Independence of Board Members.*The Board considered that if elected, all but one of the                            nominees would be Independent Board Members of any DWS Fund they                            oversee. |
|--------|------------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

|   | **•** | *Costs.*The Board considered                            that DeAM agreed to pay or reimburse the Funds 10% of the aggregate                            proxy costs related to Board consolidation. |
|--------|------------|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

|   | **•** | *Service Providers.*The                            Board considered that the Chicago DWS Funds would continue to retain                            the Funds’ independent registered public accounting firm, fund                            counsel and counsel to the Independent Board Members. |
|--------|------------|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

|   | **•** | *Standardization of Policies.*The Board considered that the consolidated Board would                            provide the opportunity to establish uniform governance and compliance                            policies with respect to the DWS Funds. |
|--------|------------|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

|   | **•** | *Efficiency of Oversight.*The Board considered that a consolidated Board would                            provide consistent oversight of the DWS Funds and their operations,                            would allow management to increase its responsiveness to Board requests                            and allow the Board and management to more efficiently address                            complex-wide initiatives and issues. |
|--------|------------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

|   | **•** | *Efficient Use of Management Personnel.*The Board considered that many portfolio managers and                            other officers for the Funds also act as portfolio managers and                            officers for other Chicago DWS Funds and for the New York DWS Funds. A                            consolidated Board would eliminate the need for the portfolio managers                            and other officers to prepare for and attend duplicative meetings,                            allowing such personnel more time to focus on the Funds’                            business. |
|--------|------------|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

|   | **•** | *Size of the Consolidated Board.*Recognizing that recent regulatory changes and the                            increasing complexities of the mutual fund business have substantially                            increased the responsibilities of mutual fund boards, the Board                            determined that a larger board would facilitate greater use of                            committees to review specific types of issues in greater detail and to                            develop greater expertise with respect to those issues. Because the                            consolidated Board would oversee a larger number of funds across which                            the expenses of the Board would be spread, the total cost to the Funds                            is not expected to change materially if shareholders elect all of the                            nominees. |
|--------|------------|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

**Board Member Nominees**

Information is provided below as of October 31, 2007 for each            nominee for election at the Meeting. The first section of the table lists information            for each nominee who is an Independent Board

Member            nominee. Information for Mr. Schwarzer, who would be an interested Board Member by            virtue of his positions with DeAM, appears in the second section of the            table.

Each nominee elected to the Board at the Meeting will serve commencing            on April 1, 2008 (or the date of election, if later) and until the next meeting of            shareholders, if any, called for the purpose of electing Board Members and his or her            successor has been duly elected and qualified, or until he or she resigns or is            otherwise removed. Each nominee has indicated a willingness to serve if            elected.

 

| **Name and Year of                                Birth(1)**     | **Business                                Experience and Directorships****During the Past 5 Years**                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      | **Position with the                                DWS Funds and Length of Time Served** |
|------------------------------------------------------------------|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|------------------------------------------------------------------------------------------|
| **Independent Board                            Member Nominees** |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |                                                                                     |
| John W. Ballantine (1946)                                        | Retired; formerly,                            Executive Vice President and Chief Risk Management Officer, First                            Chicago NBD Corporation/The First National Bank of Chicago (1996-1998);                            Executive Vice President and Head of International Banking (1995-1996).                            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                                                                                                                                                                                                                                                                                                                                          | Chicago Board Member                            since 1999.                              |
| Henry P. Becton, Jr. (1943)                                      | Vice Chairman, WGBH                            Educational Foundation (formerly President 1984-2007). Directorships:                            Association of Public Television Stations; Becton Dickinson and Company                            (medical technology company); Belo Corporation (media company); Boston                            Museum of Science; PBS Foundation; and Public Radio International.                            Former Directorships: American Public Television; Concord Academy; New                            England Aquarium; Mass. Corporation for Educational Telecommunications;                            Committee for Economic Development; Public Broadcasting                            Service                                                                                                                                                                                                                                                                                       | New York Board Member                            since 1990.2                            |
| Dawn-Marie Driscoll (1946)                                       | President, Driscoll                            Associates (consulting firm); Executive Fellow, Center for Business                            Ethics, Bentley College; formerly, Partner, Palmer & Dodge                            (1988-1990); Vice President of Corporate Affairs and General Counsel,                            Filene’s (1978-1988). Directorships: Trustee of 8 open-end mutual                            funds managed by Sun Capital Advisers, Inc. (since 2007); Director of                            ICI Mutual Insurance Company (since 2007); Advisory Board, Center for                            Business Ethics, Bentley College; Trustee, Southwest Florida Community                            Foundation (charitable organization); Former Directorships: Investment                            Company Institute (audit, executive, nominating committees) and                            Independent Directors Council (governance, executive                            committees) | New York Board Member                            since 1987,2 Chairman since 2004.       |
| Keith R. Fox (1954)                                              | Managing General Partner,                            Exeter Capital Partners (a series of private equity funds).                            Directorships: Progressive Holding Corporation (kitchen goods importer                            and distributor); Natural History, Inc. (magazine publisher); Box Top                            Media Inc. (advertising); The Kennel Shop (retailer)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      | New York Board Member                            since 1996.2                            |

 

 

| Paul K. Freeman (1950)        | Consultant, World                            Bank/Inter-American Development Bank; formerly, Project Leader,                            International Institute for Applied Systems Analysis (1998-2001); Chief                            Executive Officer, The Eric Group, Inc. (environmental insurance)                            (1986-1998). Formerly, Trustee of funds managed by DIMA or its                            affiliates (1993-2002).                                                                                                                                                                                                                                                                                                                             | Chicago Board Member                            since 2002, Chairperson since 2007. |
|-------------------------------|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|-------------------------------------------------------------------------------------|
| Kenneth C. Froewiss (1945)    | Clinical Professor of                            Finance, NYU Stern School of Business (1997-present); Member, Finance                            Committee, Association for Asian Studies (2002-present); Director,                            Mitsui Sumitomo Insurance Group (US) (2004-present); prior thereto,                            Managing Director, J.P. Morgan (investment banking firm) (until                            1996)                                                                                                                                                                                                                                                                                                                                       | New York Board Member                            since 2001.2                       |
| Richard J. Herring (1946)     | Jacob Safra Professor of                            International Banking and Professor, Finance Department, The Wharton                            School, University of Pennsylvania (since July 1972); Co-Director,                            Wharton Financial Institutions Center (since July 2000); 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) | New York Board Member                            since 1990.2                       |
| William McClayton (1944)      | Chief Administrative                            Officer, Diamond Management & Technology Consultants, Inc. (global                            management consulting firm) (2001-present); formerly, Senior Partner,                            Arthur Andersen LLP (accounting) (1966-2001). Directorships: Board of                            Managers, YMCA of Metropolitan Chicago; formerly, Trustee, Ravinia                            Festival.                                                                                                                                                                                                                                                                                                                           | Chicago Board Member                            since 2004.                         |
| Rebecca W. Rimel (1951)       | President and Chief                            Executive Officer, The Pew Charitable Trusts (charitable organization)                            (1994 to present); Trustee, Thomas Jefferson Foundation (charitable                            organization) (1994 to present); Trustee, Executive Committee,                            Philadelphia Chamber of Commerce (2001 to present). Formerly, Executive                            Vice President, The Glenmede Trust Company (investment trust and wealth                            management) (1983-2004); Board Member, Investor Education (charitable                            organization) (2004-2005); Director, Viasys Health Care (January                            2007-June 2007)                          | New York Board Member                            since 1995.2                       |
| William N. Searcy, Jr. (1946) | Private investor since                            October 2003; Trustee of 8 open-end mutual funds managed by Sun Capital                            Advisers, Inc. (since October 1998). Formerly, Pension & Savings                            Trust Officer, Sprint Corporation (telecommunications) (November                            1989-September 2003)                                                                                                                                                                                                                                                                                                                                                                                                                 | New York Board Member                            since 1993.2                       |

 

 

| Jean Gleason Stromberg (1943)       | Retired. Formerly,                            Consultant (1997-2001); Director, US Government Accountability Office                            (1996-1997); Partner, Fulbright & Jaworski, L.L.P. (law firm)                            (1978-1996). Directorships: The William and Flora Hewlett Foundation;                            Service Source, Inc. Former Directorships: Mutual Fund Directors Forum                            (2002-2004), American Bar Retirement Association (funding vehicle for                            retirement plans) (1987-1990 and 1994-1996)                                                                                                                                                 | New York Board Member                            since 1997.2 |
|-------------------------------------|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|---------------------------------------------------------------|
| Robert H. Wadsworth (1940)          | President, Robert H.                            Wadsworth & Associates, Inc. (consulting firm) (1983 to present).                            Formerly, Trustee of funds managed by DIMA or its affiliates                            (1999-2004).                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       | Chicago Board Member                            since 2004.   |
| **Interested Board Member Nominee** |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |                                                          |
| Axel Schwarzer

(1958)

       | Managing Director, Deutsche Asset Management; Head of                            Deutsche Asset Management Americas; CEO of DWS Scudder; formerly, board                            member of DWS Investments, Germany (1999-2005); formerly, Head of Sales                            and Product Management for the Retail and Private Banking Division of                            Deutsche Bank in Germany (1997-1999); formerly, 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) | New York Board Member since 2006.                             |

 

_____________

| (1) | Unless otherwise indicated, the mailing address of each                            Board Member for the Chicago DWS Funds is c/o Deutsche Asset                            Management, 222 South Riverside Plaza, Chicago, Illinois 60606. Unless                            otherwise indicated, the mailing address of each Board Member for the                            New York DWS Funds is c/o Dawn Marie-Driscoll, P.O. Box 100176, Cape                            Coral, FL 33904. The mailing address of Axel Schwarzer is c/o Deutsche                            Investment Management Americas Inc., 345 Park Avenue, New York, New                            York 10154. |
|-----|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

| (2) | Indicates the year in which the nominee joined the Board                            of one or more DWS Funds now overseen by the New York Board. |
|-----|--------------------------------------------------------------------------------------------------------------------------------------------------|

 

As reported to the Funds, Exhibit B to this Proxy Statement sets            forth ownership by the nominees of shares of the Funds as of October 31,            2007.

**Compensation of Trustees and Officers**

Currently, the Funds each pay the Independent Board Members an annual            base retainer, paid quarterly, and, as applicable, an additional annual fixed fee(s)            for serving as a committee member, committee chairman and/or as the Independent Board            chairman. DIMA pays the compensation and expenses of its personnel who serve as Board            Members and officers on behalf of the Funds and receives a management fee for its            services.

Exhibit C to this Proxy Statement sets forth compensation paid to            each Board Member by each Fund for its most recently completed fiscal year and to each            nominee by the DWS Funds complex (which includes other Chicago DWS Funds, the New York            DWS Funds and other DWS Funds) for the calendar year ended December 31,            2006.

To facilitate the nomination of the consolidated Board, certain            Independent Board Members of the Chicago DWS Funds agreed not to stand for re-election.            Independent Board Members of the Chicago DWS Funds are not entitled to benefits under            any pension or retirement plan. However, the Board of

each            Chicago DWS Fund determined that, particularly given the benefits that would accrue to            the Chicago DWS Funds from the consolidation of the Boards, it was appropriate to            provide the four Independent Board Members who were not standing for re-election for            various Chicago DWS Funds a retirement agreement, the terms of which include a one-time            benefit. Pursuant to a separate agreement between the Chicago DWS Funds and DIMA, DIMA            has agreed to reimburse the Funds for the cost of such benefit, given that DIMA and its            affiliates also expect to benefit from administrative efficiencies of a consolidated            Board. Messrs. Dunaway, Edgar and Hoffman, and Ms. Peterson, the Independent Board            Members who are not standing for re-election (each a “Non-Continuing Board            Member”), will each receive a one-time retirement payment, the amount of the            retirement payment is based on the product of (i) such individual’s current            annual Board Member compensation times (ii) the lesser of five years or the number            of years (and/or portion thereof) from the expected Consolidation Date to the date when            such individual would reach the Funds’ mandatory retirement age. As DIMA will            also benefit from the administrative efficiencies of a consolidated Board, DIMA has            agreed to reimburse the Funds for the cost of the retirement payments. The amount to be            received by each Non-Continuing Board Member is as follows: $354,375 in the aggregate            for all the Chicago DWS Funds (between $64 and $68,321 per Fund) for Mr. Dunaway;            $950,000 in the aggregate for all the Chicago DWS Funds (between $172 and $183,153 per            Fund) for Mr. Edgar; $138,750 in the aggregate for all the Chicago DWS Funds (between            $25 and $26,750 per Fund) for Mr. Hoffman; and $937,500 in the aggregate for all the            Chicago DWS Funds (between $170 and $180,743 per Fund) for Ms. Peterson.

In addition to the one-time benefit, the retirement agreement and the            related separate agreement between the DWS Chicago Funds and DIMA also provided the            retiring Board Members of the Chicago DWS Funds certain assurances regarding            continuation of insurance and indemnification rights as described below.

The Funds shall take all actions reasonably necessary to assure that the            retirement agreement, the retirement of the Independent Board Member and/or the            election or appointment of members of the consolidated Board shall not reduce or impair            any rights of the Independent Board Member to indemnification, defense, advancement of            expenses, or other rights, for or with respect to actual or threatened claims,            liability, or expense that the Independent Board Member may incur or suffer arising            from or with respect to the Independent Board Member’s service in such capacity,            except to the extent that the consolidated board determines in the exercise of its            duties to modify the rights of all board members, past and present, without            distinction. It is understood that any such modification of rights shall not, without            the written consent of the Independent Board Member, serve to modify any contractual            rights that the Independent Board Member may have under any agreement to which the            independent Board Member and the Funds are parties.

For the six-year period following the Consolidation Date, the Funds            currently expect to maintain, D&O/E&O Insurance and IDL Insurance that is            substantially equivalent in scope to the current coverage, and in amounts providing            aggregate coverage with respect to the Funds and all funds overseen by the consolidated            board of at least $100 million for D&O/E&O Insurance and at least $25 million            for IDL Insurance; subject however to the right of the consolidated Board in the            exercise of its duties to determine that a lower level of insurance coverage is in the            best interests of the Funds provided that any such reduction in coverage apply equally            to their present and former Board members.

Pursuant to the separate agreement, DIMA has agreed that the retirement            of the Independent Board Members under the terms of the retirement agreements shall in            no way affect or diminish the contractual rights of indemnification that the            Independent

Board Members may have under any agreement of indemnification between an            Independent Board Member and DIMA, including without limitation agreements of            indemnification currently in effect with respect to matters related to market timing            and matters related to merged or liquidated funds. Upon request made by any Independent            Board Member, DIMA has agreed to execute a separate instrument confirming the existence            and continuation of any such agreement of indemnification.

In addition, pursuant to the separate agreement, in the event that the            consolidated Board determines to reduce insurance coverage below the minimum levels            stated above, then DIMA at its expense will purchase excess insurance coverage for the            benefit of the Independent Board Members sufficient to maintain such minimum coverage            levels in place for the duration of the period specified in the retirement agreements,            provided that in the event that such excess coverage is not available in the            marketplace on commercially reasonable terms from a conventional third-party insurer,            DIMA (or an affiliate of DIMA) may, at DIMA’s discretion and in lieu of            purchasing such excess insurance coverage, elect instead to provide the Independent            Board Members substantially equivalent protection in the form of a written indemnity or            financial guaranty reasonably acceptable to each such independent Board            Member.

DIMA shall reimburse all reasonable attorney fees, costs, and expenses            that an independent Board Member incurs in connection with any demand, action, or            proceeding to enforce the separate agreement directly against DIMA.

**Certain Indemnification Arrangements**

In addition to customary indemnification rights provided by the            governing instruments of each Fund, Board Members may be eligible to seek            indemnification from DIMA in connection with certain matters as follows. 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            the Funds, DIMA has agreed, subject to applicable law and regulation, to indemnify and            hold harmless the Funds 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 Funds or            DIMA (“Enforcement Actions”) or that are the basis for private actions            brought by shareholders of the Funds against the Funds, their Board Members 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 applicable Funds and in light of the rebuttable presumption generally            afforded to Independent Board Members of funds that they have not engaged in conduct            that would not entitle them to indemnification, DIMA has also agreed, subject to            applicable law and regulation, to indemnify the Funds’ Independent Board Members            against certain liabilities the Independent Board Members 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 Board Members in connection with any            Enforcement Actions or Private Litigation. DIMA is not, however, required to provide            indemnification and advancement of expenses to any Independent Board Member of a Fund:            (1) with respect to any proceeding or action with respect to which the            Fund’s Board determines that the Independent Board Member ultimately would not be            entitled to indemnification or (2) for any liability of the Independent Board            Member to the Fund or its shareholders to which such Independent Board Member would            otherwise be subject by reason of willful misfeasance, bad faith, gross negligence or            reckless disregard of such Independent Board Member’s duties as a trustee or            director of the Fund as determined in a final adjudication in such action or            proceeding. The estimated amount of any

expenses that may be advanced to an Independent Board Member 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 Funds.

For more information regarding pending regulatory and litigation            matters, please see “Market Timing Related Regulatory and Litigation            Matters” and “Other Regulatory Matters” in            Proposal II.A.

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

**Officers**

The officers of each Fund are set forth in Exhibit D            hereto.

**Board Structure**

During calendar year 2006, the Board of each Fund met eight times. Each            Board Member attended at least 75% of the respective meetings of the Board and the            Committees (if a member thereof) held during calendar year 2006.

Because the Funds are not required to hold annual shareholder meetings            under the 1940 Act, the Funds do not have a policy regarding Board Members’            attendance at annual shareholder meetings.

The Board of each Fund provides a process for shareholders to send            communications to the Board. Correspondence should be sent by U.S. mail or courier            service to the Funds’ Secretary, Two International Place, Boston, Massachusetts            02110-4103, who will forward it to the Chairman of the Board (currently Mr. Freeman) if            addressed to the Board, or to a specific Board Member if addressed to that Board            Member.

Mr. Freeman has served as Chairman of the Board of the Chicago DWS Funds            since January 2007. If Proposal I is approved by shareholders, it is anticipated            that Ms. Driscoll will serve as Chairman of the consolidated Board and Mr. Freeman will            serve as Vice Chairman. It is expected that Mr. Freeman will serve as Chairman of the            consolidated Board, effective April 1, 2009, for an initial term of three            years.

Each Fund currently has established the following seven standing            committees: Audit Committee, Nominating and Governance Committee, Contract Review            Committee, Equity Oversight Committee, Fixed-Income Oversight Committee, Operations            Committee and Valuation Committee (each a “Committee”). For each Committee,            each Board has adopted a written charter setting forth the Committee’s            responsibilities. If Proposal I is approved by shareholders, it is anticipated            that a Marketing and Shareholder Services Committee would also be established as a            standing committee and the current

Valuation Committee would function as a subcommittee of the Operations            Committee. In addition, the function and responsibility of each Committee may be            revised as the consolidated Board deems appropriate. The function, membership and            number of meetings held in calendar year 2006 for each Committee is discussed below.            All Committee members are Independent Board Members.

**Audit Committee.**The Audit Committee makes            recommendations regarding the selection of the independent registered public accounting            firm for each Fund, confers with the independent registered public accounting firm            regarding each Fund’s financial statements, the results of audits and related            matters, and performs such other tasks as the full Board deems necessary or            appropriate. The Audit Committee receives representations from the independent            registered public accounting firm as to its independence. The Audit Committee held            seven meetings during calendar year 2006. The current members of the Audit Committee            are William McClayton (Chair), Donald L. Dunaway and Robert B. Hoffman. If            Proposal I is approved by shareholders, the members of the Audit Committee are            expected to be: William McClayton (Chair), Kenneth C. Froewiss (Vice Chair),            John W. Ballantine, Henry P. Becton, Jr., Keith R. Fox and            William N. Searcy, Jr.

**Nominating and Governance Committee.**The            Nominating and Governance Committee seeks and reviews candidates for consideration as            nominees for membership on the Board and oversees the administration of the Governance            Procedures and Guidelines. Each Fund’s Nominating and Governance Committee is            governed by the Nominating and Governance Committee Charter, a copy of which is            attached hereto as Exhibit O.

The Nominating and Governance Committee receives and reviews information            on individuals qualified to be recommended to the full Board as nominees for election            as Board Members, including any recommendations by shareholders. Shareholders may            recommend candidates for Board positions by forwarding their correspondence by U.S.            mail or courier service to the Funds’ Secretary for the attention of the Chairman            of the Nominating and Governance Committee, Two International Place, Boston,            Massachusetts 02110-4103. Suggestions for candidates must include a resume of the            candidate.

The Nominating and Governance Committee’s principal criterion for            selection of candidates is their ability to carry out the responsibilities of the            Board. In addition, the following factors are taken into consideration: (a) the            Board collectively should represent a broad cross section of backgrounds, functional            disciplines and experience to enable the Board to provide effective oversight of a            Fund’s regulatory and business issues, (b) candidates should exhibit high            standards of personal integrity, commitment to representing shareholders and            independence of thought and judgment, and (c) candidates should commit to dedicate            sufficient time, energy and attention to ensure the diligent performance of all duties,            including attendance at meetings of the Board and committees on which the Board Member            serves and review in advance of all meeting materials.

The Nominating and Governance Committee held four meetings during            calendar year 2006. The current members of the Nominating and Governance Committee are            Shirley D. Peterson (Chair), James R. Edgar and William McClayton. If Proposal I            is approved by shareholders, the members of the Nominating and Governance Committee are            expected to be Henry P. Becton, Jr. (Chair), Rebecca W. Rimel (Vice Chair),            Paul K. Freeman and William McClayton.

**Contract Review Committee.**The Contract            Review Committee oversees the annual contract review process. The Contract Review            Committee held two meetings during calendar year 2006. If Proposal I is approved            by shareholders, it is anticipated that the Contract Review Committee will have            increased and broader responsibilities and will change its name to the Contract            Committee. It is expected that the Contract Committee will oversee all of the financial            arrangements between the Funds and DeAM and its affiliates, as well as the proposed            organization of new funds and proposed fund mergers and liquidations. The current            members of the Contract Review Committee are Paul K. Freeman (Chair), John

W.            Ballantine, Donald L. Dunaway, William McClayton and Robert H. Wadsworth. If            Proposal I is approved by shareholders, the members of the Contract Committee are            expected to be Robert H. Wadsworth (Chair), Keith R. Fox (Vice Chair),            Henry P. Becton, Jr., Richard J. Herring, William McClayton and Jean Gleason            Stromberg.

**Equity Oversight Committee.**The Equity            Oversight Committee oversees investment activities of the Funds, such as investment            performance and risk, expenses and services provided under the investment management            agreements. The Equity Oversight Committee held five meetings during calendar year            2006. The current members of the Equity Oversight Committee are John W. Ballantine            (Chair), James R. Edgar and Robert B. Hoffman. If Proposal I is approved by            shareholders, the members of the Equity Oversight Committee are expected to be            John W. Ballantine (Chair), William McClayton (Vice Chair), Henry P. Becton,            Jr., Keith R. Fox, Richard J. Herring and Rebecca W. Rimel.

**Fixed-Income Oversight Committee.**The            Fixed-Income Oversight Committee oversees investment activities of the Funds, such as            investment performance and risk, expenses and services provided under the investment            management agreements. The Fixed-Income Oversight Committee held five meetings during            calendar year 2006. The current members of the Fixed-Income Oversight Committee are            Donald L. Dunaway (Chair), Shirley D. Peterson and Robert H. Wadsworth. If            Proposal I is approved by shareholders, the members of the Fixed-Income Oversight            Committee are expected to be William N. Searcy, Jr. (Chair), Jean Gleason            Stromberg (Vice Chair), Paul K. Freeman, Kenneth C. Froewiss and            Robert H. Wadsworth.

**Operations Committee.**The Operations            Committee oversees the operations of the Funds, such as reviewing each Fund’s            administrative fees and expenses, portfolio transaction policies, custody and transfer            agency arrangements and shareholder services. The Operations Committee held six            meetings during calendar year 2006. If Proposal I is approved by shareholders, it            is anticipated that the Operations Committee will have increased and broader            responsibilities, including oversight of insurance, valuation, legal and compliance            matters. Currently, the members of the Operations Committee are Robert H. Wadsworth            (Chair), John W. Ballantine and James R. Edgar. If Proposal I is approved by            shareholders, the members of the Operations Committee are expected to be Paul K.            Freeman (Chair), Dawn-Marie Driscoll (Vice Chair), John W. Ballantine,            Kenneth C. Froewiss, Rebecca W. Rimel and William N. Searcy,            Jr.

**Valuation Committee.**The Valuation            Committee reviews Valuation Procedures adopted by the Board, determines fair value of            the Funds’ securities as needed in accordance with the Valuation Procedures and            performs such other tasks as the full Board deems necessary. The Valuation Committee            held one meeting during calendar year 2006. Currently, the members of the Valuation            Committee are John W. Ballantine (Chair), Robert H. Wadsworth, Donald L. Dunaway            (alternate) and William McClayton (alternate). If Proposal I is approved by            shareholders, it is expected that the Valuation Committee would function as a            subcommittee of the Operations Committee.

**Marketing and Shareholder Services Committee.**Once organized, the Marketing and Shareholder Services Committee is            expected to oversee the (i) quality, costs and types of shareholder services            provided to the Funds and their shareholders, and (ii) marketing programs, sales            practices and literature related to the Funds, and will review, among other things,            quarterly 12b-1 reports and revenue sharing reports. If Proposal I is approved by            shareholders, the members of the Marketing and Shareholder Services Committee are            expected to be Richard J. Herring (Chair), Paul K. Freeman (Vice Chair),            Rebecca W. Rimel, Jean Gleason Stromberg and Robert H. Wadsworth.

**Required Vote**

All of the Funds within DWS Equity Trust and DWS Value Series, Inc.,            respectively, will vote together as a single class on the election of nominees. All            other Funds will vote separately on the election of nominees. For each Fund or Company,            as applicable, the election of a nominee requires the affirmative vote of a plurality            of the shares represented in person or by proxy at the Meeting. The table below shows            which Funds are series of which Companies.

 

| **Company**                         | **Funds**                                                                                                                                                                             |
|-------------------------------------|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| DWS Balanced Fund                   | DWS Balanced Fund                                                                                                                                                                     |
| DWS Blue Chip Fund                  | DWS Blue Chip Fund                                                                                                                                                                    |
| DWS Equity Trust                    | DWS Alternative Asset Allocation Plus FundDWS Core Plus Allocation FundDWS Disciplined Long/Short Value FundDWS Disciplined Long/Short Growth FundDWS Disciplined Market Neutral Fund |
| DWS High Income Series              | DWS High Income Fund                                                                                                                                                                  |
| DWS State Tax-Free Income Series    | DWS California State Tax-Free Income FundDWS New York State Tax-Free Income Fund                                                                                                      |
| DWS Strategic Income Fund           | DWS Strategic Income Fund                                                                                                                                                             |
| DWS Target Fund                     | DWS Target 2008 FundDWS Target 2010 FundDWS Target 2011 FundDWS Target 2012 FundDWS Target 2013 FundDWS Target 2014 FundDWS LifeCompass Protect FundDWS LifeCompass Income Fund       |
| DWS Technology Fund                 | DWS Technology Fund                                                                                                                                                                   |
| DWS U.S. Government Securities Fund | DWS U.S. Government Securities Fund                                                                                                                                                   |
| DWS Value Series, Inc.              | DWS Dreman Concentrated Value FundDWS Dreman High Return Equity FundDWS Dreman Mid Cap Value FundDWS Dreman Small Cap Value FundDWS Large Cap Value Fund                              |

 

**Recommendation of the Board**

The Board of your Fund believes that the election of each nominee is in            the best interests of your Fund.**Accordingly, the Board            unanimously recommends that shareholders vote FOR the election of each nominee as set            forth in Proposal** **I.**

**PROPOSAL** **II.A**

**APPROVAL OF AN AMENDED AND RESTATED INVESTMENT**

**MANAGEMENT AGREEMENT**

**BETWEEN EACH FUND AND DIMA**

**(DWS Balanced Fund, DWS Blue Chip Fund, DWS California Tax-Free            Income Fund,**

**DWS Dreman Concentrated Value Fund, DWS Dreman High Return Equity            Fund,**

**DWS Dreman Mid Cap Value Fund, DWS Dreman Small Cap Value            Fund,**

**DWS High Income Fund, DWS New York Tax-Free Income Fund, DWS            Strategic Income Fund,**

**DWS Target 2008 Fund, DWS Target 2010 Fund, DWS Target 2011 Fund, DWS            Target 2012 Fund, DWS Target 2013 Fund, DWS Target 2014 Fund, DWS Technology            Fund,**

**DWS U.S. Government Securities Fund)**

The Board has approved, and recommends that shareholders of each Fund            approve, an amended and restated investment management agreement between the Fund and            DIMA, a form of which is attached hereto as Exhibit E.

DIMA currently provides both investment management and administrative            services required for the operation of your Fund pursuant to a single management            agreement with your Fund (the “Current Management Agreement”). DWS-Scudder            Fund Accounting Corporation, an affiliate of DIMA, provides accounting services to your            Fund pursuant to a separate accounting agreement (the “Accounting            Agreement”). As part of an overall plan to standardize and add flexibility to the            management agreements for all of the DWS Funds, DIMA has proposed changes to the            management agreements that would result in an amended and restated investment            management agreement for your Fund (the “Amended Management Agreement”)            covering only those services related to investment management and a new administrative            services agreement for your Fund (the “Administrative Services Agreement”)            covering both those administrative services currently provided under the Current            Management Agreement and those accounting services currently provided under the            Accounting Agreement. The scope of portfolio management and related services provided            to your Fund by DIMA and its standard of care as an investment adviser will not            materially change as a result of the new contractual arrangement. The Amended            Management Agreement contains substantially the same provisions as the Current            Management Agreement regarding portfolio management services. Further, the transfer of            administrative services from the Current Management Agreement to the Administrative            Services Agreement will not affect the quality of the services that you or your Fund            receives. Pursuant to the requirements of the 1940 Act, shareholders are being asked to            approve the Amended Management Agreement. The Board, made up solely of Independent            Board Members, approved the Amended Management Agreement with respect to each Fund at a            meeting held on November 14, 2007 and recommends that shareholders of each Fund            approve the Amended Management Agreement. Shareholders are not being asked to vote on            the Administrative Services Agreement, which requires only Board approval. A form of            the Amended Management Agreement is attached hereto as Exhibit E and all            references to the Amended Management Agreement herein are qualified in their entirety            by reference to the form of Amended Management Agreement.

**Delegation of Portfolio Management Services**

The Amended Management Agreement differs from the Current Management            Agreement in that it would permit DIMA to delegate through a sub-advisory agreement            certain of its portfolio management services to both affiliated and unaffiliated            subadvisers. The Current Management Agreement allows DIMA to delegate certain of its            portfolio management services only to affiliated subadvisers. This delegation would be            subject to Board and, to the extent required by applicable law, shareholder approval            (see Proposal II.B below). The Amended Management Agreement also requires that            DIMA oversee the services provided by the subadvisor.

**Administrative Services**

The services to be provided under the Administrative Services Agreement            are substantially similar to the administrative services currently provided under the            Current Management Agreement and the Accounting Agreement, except that DIMA will no            longer be required to prepare and file your Fund’s federal excise tax return.            Instead, under the Administrative Services Agreement, DIMA must arrange for the            preparation and filing of the Fund’s federal excise tax. The result is that a            cost previously paid by DIMA would be shifted to your Fund under the new contractual            arrangements. DIMA has voluntarily agreed to directly bear the costs associated with            the preparation and filing of the Fund’s federal excise tax and any change to            such arrangement would need to be approved by the Board, including a majority of the            Independent Board Members.

**Expenses**

The Current Management Agreement provides that DIMA shall pay all costs            and expenses incurred in providing the portfolio management services and administrative            services described above and pay the compensation and expenses of the Board Members,            officers and executive employees of your Fund who are affiliated persons of DIMA. Under            the Current Management Agreement, DIMA is only responsible for the expenses            specifically allocated to it by the terms of the Current Management Agreement; all            other organizational, operational and business related expenses are paid by your            Fund.

The Amended Management Agreement contains the same provisions as the            Current Management Agreement regarding the allocation of expenses, except that the            expenses for administrative services are covered under the Administrative Services            Agreement. Under the terms of the Administrative Services Agreement, it would be            possible for DIMA to seek, and the Board to approve (without shareholder approval),            increases in the fees paid for administrative services.

**Compensation**

The aggregate fee paid by your Fund to DIMA will remain the same or be            reduced under the Amended Management Agreement and Administrative Services Agreement.            DIMA proposes to charge a flat fee of 0.10% of average daily net assets to each Fund            for administrative services, and accordingly reduce the fee paid by the Fund for            investment management services under the Amended Management Agreement. For Funds that            do not accrue a fund accounting fee, the management fee would be reduced by 0.10% of            average daily net assets. For Funds that accrue a fund accounting fee, the management            fee would be reduced by 0.085% of average daily net assets and the fund accounting fee            would be eliminated. Because the fund accounting fee for each Fund that accrues such            fee is currently above 0.015% of average daily net assets, those Funds will experience            a reduction in management and administrative fees if the Amended Management Agreement            is approved by shareholders. The method used to calculate the management fee payable by            the Funds will change under the Amended Management Agreement, which may result in            slightly different amounts payable by a Fund compared to what would have been paid            under the Current Management Agreement. Under the Current Management Agreement, the            management fee is calculated monthly based on the average daily net assets (or weekly            net assets for some Funds) for a particular month. Under the Amended Management            Agreement, the management fee is calculated daily based on the prior day’s net            assets and then aggregated for a particular month. Each Fund will continue to pay DIMA            a monthly management fee on the last business day of the month. DIMA is proposing to            standardize the way in which management fees are calculated to mitigate any operational            risks and gain efficiencies. DIMA believes that any difference in the monthly            management fees paid by the Funds to DIMA under the proposed method and the current            method will be immaterial. A comparison of the effective fees payable under the current            and proposed arrangements (based on assets used for the period ended October 31,            2007) including the effect of the estimated cost for preparing and filing your            Fund’s federal excise tax, is shown below:

 

| **DWS Balanced                                Fund** | **DWS Blue Chip                                Fund** |
|------------------------------------------------------|-------------------------------------------------------|
| **Current Fees:**                                    |                                                  | **Proposed Fees:** |   | **Current Fees:** |   | **Proposed Fees:** |   |
| Management                                           | .467%                                                 | Management | .367% | Management | .564% | Management | .464% |
| Accounting                                           | .000%                                                 | Administrative | .100% | Accounting | .000% | Administrative | .100% |
| **Total**                                            | .467%                                                 | **Total** | .467% | **Total** | .564% | **Total** | .564% |

 

| **DWS California                                Tax-Free Income Fund** | **DWS Dreman                                Concentrated Value Fund** |
|------------------------------------------------------------------------|-----------------------------------------------------------------------|
| **Current Fees:**                                                      |                                                                  | **Proposed Fees:** |   | **Current Fees:** |   | **Proposed Fees:** |   |
| Management                                                             | .529%                                                                 | Management | .429% | Management | .800% | Management | .715% |
| Accounting                                                             | .000%                                                                 | Administrative | .100% | Accounting | .110% | Administrative | .100% |
| **Total**                                                              | .529%                                                                 | **Total** | .529% | **Total** | .910% | **Total** | .815% |

 

| **DWS Dreman High                                Return Equity Fund** | **DWS Dreman Mid Cap                                Value Fund** |
|-----------------------------------------------------------------------|------------------------------------------------------------------|
| **Current Fees:**                                                     |                                                             | **Proposed Fees:** |   | **Current Fees:** |   | **Proposed Fees:** |   |
| Management                                                            | .675%                                                            | Management | .575% | Management | .750% | Management | .665% |
| Accounting                                                            | .000%                                                            | Administrative | .100% | Accounting | .110% | Administrative | .100% |
| **Total**                                                             | .675%                                                            | **Total** | .675% | **Total** | .860% | **Total** | .765% |

 

| **DWS Dreman Small                                Cap Value Fund** | **DWS High Income                                Fund** |
|--------------------------------------------------------------------|---------------------------------------------------------|
| **Current Fees:**                                                  |                                                    | **Proposed Fees:** |   | **Current Fees:** |   | **Proposed Fees:** |   |
| Management                                                         | .713%                                                   | Management | .613% | Management | .544% | Management | .444% |
| Accounting                                                         | .000%                                                   | Administrative | .100% | Accounting | .000% | Administrative | .100% |
| **Total**                                                          | .713%                                                   | **Total** | .713% | **Total** | .544% | **Total** | .544% |

 

| **DWS New York                                Tax-Free Income Fund** | **DWS Strategic                                Income Fund** |
|----------------------------------------------------------------------|--------------------------------------------------------------|
| **Current Fees:**                                                    |                                                         | **Proposed Fees:** |   | **Current Fees:** |   | **Proposed Fees:** |   |
| Management                                                           | .539%                                                        | Management | .439% | Management | .570% | Management | .470% |
| Accounting                                                           | .000%                                                        | Administrative | .100% | Accounting | .000% | Administrative | .100% |
| **Total**                                                            | .539%                                                        | **Total** | .539% | **Total** | .570% | **Total** | .570% |

 

| **DWS Target 2008                                Fund** | **DWS Target 2010                                Fund** |
|---------------------------------------------------------|---------------------------------------------------------|
| **Current Fees:**                                       |                                                    | **Proposed Fees:** |   | **Current Fees:** |   | **Proposed Fees:** |   |
| Management                                              | .500%                                                   | Management | .400% | Management | .500% | Management | .400% |
| Accounting                                              | .000%                                                   | Administrative | .100% | Accounting | .000% | Administrative | .100% |
| **Total**                                               | .500%                                                   | **Total** | .500% | **Total** | .500% | **Total** | .500% |

 

| **DWS Target 2011                                Fund** | **DWS Target 2012                                Fund** |
|---------------------------------------------------------|---------------------------------------------------------|
| **Current Fees:**                                       |                                                    | **Proposed Fees:** |   | **Current Fees:** |   | **Proposed Fees:** |   |
| Management                                              | .500%                                                   | Management | .400% | Management | .500% | Management | .400% |
| Accounting                                              | .000%                                                   | Administrative | .100% | Accounting | .000% | Administrative | .100% |
| **Total**                                               | .500%                                                   | **Total** | .500% | **Total** | .500% | **Total** | .500% |

 

| **DWS Target 2013                                Fund** | **DWS Target 2014                                Fund** |
|---------------------------------------------------------|---------------------------------------------------------|
| **Current Fees:**                                       |                                                    | **Proposed Fees:** |   | **Current Fees:** |   | **Proposed Fees:** |   |
| Management                                              | .500%                                                   | Management | .400% | Management | .500% | Management | .400% |
| Accounting                                              | .000%                                                   | Administrative | .100% | Accounting | .000% | Administrative | .100% |
| **Total**                                               | .500%                                                   | **Total** | .500% | **Total** | .500% | **Total** | .500% |

 

| **DWS Technology                                Fund** | **DWS U.S.                                Government Securities Fund** |
|--------------------------------------------------------|------------------------------------------------------------------------|
| **Current Fees:**                                      |                                                                   | **Proposed Fees:** |   | **Current Fees:** |   | **Proposed Fees:** |   |
| Management                                             | .558%                                                                  | Management | .458% | Management | .421% | Management | .321% |
| Accounting                                             | .000%                                                                  | Administrative | .100% | Accounting | .000% | Administrative | .100% |
| **Total**                                              | .558%                                                                  | **Total** | .558% | **Total** | .421% | **Total** | .421% |

 

 

Additional information regarding the fees paid under the Current            Management Agreement and proposed to be paid under the Amended Management Agreement is            set forth in Exhibit F. Exhibit F was calculated based on each Fund’s            most recent fiscal year, while the tables above were calculated based on the review            period ended October 31, 2007 to enable consistent analysis of the proposed            fees.

**Limitation of Liability of Investment Advisor**

The Current Management Agreement provides that DIMA shall not be liable            for any error of judgment or mistake of law or for any loss suffered by your Fund in            connection with the matters to which the Current Management Agreement relates, except            DIMA will be liable for loss caused by willful misfeasance, bad faith or gross            negligence in the performance of its duties, or by reason of its reckless disregard of            its obligations and duties under the Current Management Agreement.

The Amended Management Agreement contains the same provisions as the            Current Management Agreement regarding the limitation of liability of DIMA.

**Duration and Termination of the Agreement**

The Current Management Agreement continues in effect from year to year,            but only as long as such continuance is specifically approved at least annually            (a) by the vote of a majority of the Board Members who are not parties to the            Current Management Agreement or interested persons of any party to the Current            Management Agreement, cast in person at a meeting called for the purpose of voting on            such approval, and (b) by the Board, or by the vote of a majority of the            outstanding voting securities of the Fund. Exhibit G provides additional            information as to the date of the Current Management Agreement for your Fund, the date            it was last submitted to a shareholder vote and the purpose of such submission.            Exhibit G also provides the date the Current Management Agreement was last renewed            by the Board and a description of any actions taken by the Board with respect to the            Current Management Agreement since the beginning of your Fund’s last fiscal            year.

The Current Management Agreement may be terminated with respect to your            Fund at any time, without the payment of any penalty, by the vote of a majority of the            outstanding voting securities of your Fund or by the Board on 60 days’            written notice, or by DIMA on 60 days’ written notice to the Fund. The            Current Investment Management Agreement terminates automatically in the event of its            assignment.

The Amended Management Agreement contains substantially the same            provisions as the Current Management Agreement regarding the duration and termination            of the Amended Management Agreement.

**Board Considerations of Amended Management Agreement**

The Amended Management Agreement and Administrative Services Agreement            were presented to the Chicago Board and considered by it as part of a broader program            initiated by DIMA to simplify and standardize the expense structures and related            contracts for the DWS Funds.

The Board conducted a thorough review of the potential implications of            the Amended Management Agreement and Administrative Services Agreement on each            Fund’s shareholders. The Independent Board Members met on several occasions to            review and discuss the Amended Management Agreement and Administrative Services            Agreement, both among themselves and with representatives of DIMA. They were assisted            in this review by their independent legal counsel.

On November 14, 2007, the Board approved the Amended Management            Agreement with respect to each Fund. The Board also unanimously agreed to recommend            that the Amended Management Agreement be approved by each Fund’s            shareholders.

In approving the Amended Management Agreement, the Board considered the            following factors, among others:

|   | **•** | The proposed arrangements would facilitate uniformity                            between the Funds and conform management and administrative fee                            structures across all DWS Funds. |
|--------|------------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

|   | **•** | The standardization and simplification of contract                            provisions and fees charged to the Funds would reduce the risks of                            operational and compliance errors. |
|--------|------------|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

|   | **•** | The aggregate fee paid by each Fund to DIMA will remain                            the same or be reduced under the Amended Management Agreement and                            Administrative Services Agreement, although the separation of the                            investment management services and general administrative services                            provided by DIMA into two separate contracts, as is currently the case                            for certain other DWS Funds, would provide greater flexibility in the                            future to adjust the administrative services arrangements of the Funds,                            including increasing the fees paid for administrative services, without                            incurring the cost of a shareholder meeting. |
|--------|------------|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

|   | **•** | The overall scope of the services being provided by DIMA                            and the standard of care applicable to those services would not be                            reduced as a result of restructuring the agreements. |
|--------|------------|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

|   | **•** | The current expense limitation agreements would remain                            in place until at least September 30, 2008, the normal contract renewal                            period for the Funds. |
|--------|------------|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

The Board also considered that it renewed the Current Management            Agreement for each Fund as part of its annual contract renewal process in September            2007. As part of that renewal process, the Board requested and evaluated all            information it deemed reasonably necessary to evaluate the Current Management            Agreement. Over the course of several months, the Contract Review Committee, in            coordination with the Equity Oversight Committee, the Fixed-Income Oversight Committee            and the Operations Committee of the Board, reviewed comprehensive materials received            from DIMA, independent third parties and independent legal counsel. These materials            included an analysis of each Fund’s performance, fees and expenses, and            profitability compiled by an independent fee consultant. The Board also received            extensive information throughout the year regarding performance and operating results            for each Fund. Based on their evaluation of the information provided, the Committees            presented their findings and recommendations to the Independent Board Members as a            group. The Independent Board Members then reviewed the Committees’ findings and            recommendations and presented their recommendations to the Board. Throughout their            consideration of the Current Management Agreement, the Independent Board Members were            advised by their independent legal counsel and by an independent fee            consultant.

[In connection with its review of the Amended Management Agreement, the            Board considered DIMA’s representation that the Board may rely on and take into            account the information provided in connection with the renewal of the Current            Management Agreement for each Fund. Accordingly, the Board took note of the following            factors, among others, that it considered in approving the renewal of the Current            Management Agreement for each Fund: (1) the nature, quality and extent of services            provided by DIMA; (2) the management fee rate, operating expenses and total            expense ratios; (3) the pre-tax profits realized by DIMA in managing each Fund;            (4) the benefits to the Funds from any economies of scale; and

(5) the character and amount of other incidental benefits realized            by DIMA and its affiliates. With respect to these factors, the Board reached the            following conclusions in approving the renewal of the Current Management Agreement for            each Fund: (1) the nature, quality and extent of services provided by DIMA            historically have been and continue to be satisfactory; (2) the management fees,            coupled with DIMA’s commitment to cap expenses (if applicable), were reasonable            and appropriate in light of the nature, quality and extent of services provided by            DIMA; (3) the pre-tax profits realized by DIMA were not unreasonable; (4) the            management fee schedule, together with the expense caps (if applicable), reflects an            appropriate level of sharing of any economies of scale; and (5) the management            fees were reasonable in light of the fallout benefits to DIMA. The Board believes that            the factors considered and the conclusions that were reached in connection with the            renewal of the Current Management Agreement are relevant in approving the Amended            Management Agreement.]

Based on all of the information considered and the conclusions reached,            the Board determined that the terms of the Amended Management Agreement are fair and            reasonable and that the approval of the Amended Management Agreement is in the best            interests of each Fund. No single factor was determinative in the Board’s            analysis.

**Market Timing Related Regulatory and Litigation            Matters**

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

The terms of the SEC settlement, which identified improper trading in            the legacy Deutsche and Kemper mutual funds only, provide for payment of disgorgement            in the amount of $17.2 million. The terms of the settlement with the New York Attorney            General provide for payment of disgorgement in the amount of $102.3 million, which is            inclusive of the amount payable under the SEC settlement, plus a civil penalty in the            amount of $20 million. The total amount payable by DeAM, approximately $122.3 million,            will be distributed to funds and/or 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 those funds during this            period; the funds retain a senior officer (or independent consultants) 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.

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.

**Information Regarding DIMA**

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

 

| **Name**                                        | **Position**                                                              | **Principal                                Occupation**                                                   |
|-------------------------------------------------|---------------------------------------------------------------------------|-----------------------------------------------------------------------------------------------------------|
| Michael Colon                                   | Chief Operating Officer and Director                                      | Chief Operating Officer for Deutsche Asset Management                            Americas and DWS Scudder |
| Axel Schwarzer                                  | President, Chief Executive                            Officerand Director | Head of Deutsche Asset                            Management Americas and CEO of DWS Scudder              |
| Jennifer                            Birmingham* | Chief Financial Officer and                            Treasurer          | Director and CFO of Asset                            Management                                           |
| John Pak                                        | Secretary and Chief Legal                            Officer              | Global Head of the Asset                            Management Institution Legal                          |

 

 

| Mark Cullen      | Executive Vice                            President | Global Chief Operating                            Officer for Asset Management |
|------------------|-----------------------------------------------------|--------------------------------------------------------------------------------|
| Kyle P. Delaney* | Executive Vice                            President | Managing Director, Private                            Wealth Management        |
| John Robbins     | Chief Compliance                            Officer | Regional Head of Asset                            Management Compliance        |
| John H. Kim      | Assistant                            Secretary      | Director and Senior Counsel                            for Asset Management    |
| Anjie LaRocca    | Assistant                            Secretary      | Corporate Governance and                            Section 16 Officer    |

 

_____________

| * | The address for Ms. Birmingham and Mr. Delaney is 280                            Park Avenue, New York, NY 10154. |
|---|-------------------------------------------------------------------------------------------------------------------|

 

DIMA is a part of DeAM, which is the marketing name in the United States            for the asset management activities of, among others, Deutsche Bank AG, DIMA, Deutsche            Asset Management, Inc., Deutsche Bank Trust Company Americas and DWS Trust Company.            DIMA is a wholly owned subsidiary of Deutsche Bank Americas Holding Corporation            (“DBAHC”), 60 Wall Street, New York, NY 10005. DBAHC is a wholly owned            subsidiary of Taunus Corporation, 60 Wall Street, New York, NY 10005, which in turn is            a wholly owned subsidiary of Deutsche Bank AG, Taunusanlage 12, Frankfurt am Main,            Germany. Deutsche Bank AG is a major global banking institution that is engaged in a            wide range of financial services, including investment management, mutual funds,            retail, private and commercial banking, investment banking and insurance.

Exhibit D sets forth the positions held by the officers of the            Funds with DIMA or its affiliates.

The term “DWS Scudder” is the designation given to the            products and services provided by DIMA and its affiliates to the DWS Mutual Funds. DIMA            (and its affiliates) act as investment adviser to mutual funds (the “Similar            Funds”) having a similar investment objective to the Fund. Exhibit N sets            forth information regarding the Similar Funds.

Exhibit H sets forth information about each Fund’s            relationship with DIMA and certain affiliates of DIMA.

**Required Vote and Other Information**

Each Fund will vote separately with respect to approval of the Amended            Management Agreement. For each Fund, approval of the Amended Management Agreement            requires the affirmative vote of the lesser of (A) 67% or more of the Fund’s            outstanding shares present at the Meeting, in person or by proxy, if more than 50% of            the Fund’s outstanding shares are present at the Meeting or represented by proxy;            or (B) more than 50% of the Fund’s outstanding shares.

If approved by shareholders of your Fund, the Amended Management            Agreement for your Fund would take effect on the first day of the following month if            the Meeting at which shareholders approve the Amended Management Agreement is held            before the 15th day of the month. If the Meeting at which shareholders approve the            Amended Management Agreement is after the 15th day of the month, the Amended Management            Agreement would take effect on the first day of the next succeeding month. Accordingly,            if the shareholders approve the Amended Management Agreement on March [___], 2008,            the

Amended Management Agreement will take effect on [May 1], 2008. The            Amended Management Agreement will continue in effect for an initial term ending            September 30, 2008 and thereafter for successive annual periods as long as such            continuance is approved in accordance with the 1940 Act.

In the event that shareholders of a Fund do not approve the Amended            Management Agreement for such Fund, the Current Management Agreement and Accounting            Agreement for such Fund would remain in effect, and the Board would take such action as            it deems in the best interests of the Fund. If Proposal II.A is approved by            shareholders of some of the Funds and not by others, the Amended Management Agreement            will go into effect for those Funds whose shareholders approved Proposal II.A, and            the Board will consider what further actions may be appropriate with respect to            Proposal II.A for those Funds whose shareholders did not approve            Proposal II.A.

**Recommendation of the Board**

The Board of your Fund believes that approval of the Amended Management            Agreement is in the best interest of your Fund.**Accordingly,            the Board unanimously recommends that shareholders vote FOR approval of the Amended            Management Agreement as set forth in Proposal** **II.A.**

**PROPOSAL** **II.B**

**APPROVAL OF A SUBADVISER APPROVAL POLICY**

**(ALL FUNDS)**

The Board of each Fund has approved, and recommends that shareholders of            each Fund approve, a policy that would permit DIMA, subject to the approval of the            Board and a majority of its Independent Board Members, to appoint and replace            subadvisers and sub-subadvisers that are either (i) not affiliated with DIMA or            (ii) wholly owned subsidiaries of DIMA without shareholder approval (the            “Subadviser Approval Policy”). In addition, the Board approved, and            recommends that shareholders of each Fund approve, a policy that would permit DIMA to            materially amend a subadvisory agreement with subadvisers and sub-subadvisers that are            either (i) not affiliated with DIMA or (ii) wholly owned subsidiaries of            DIMA, for each Fund in the future without shareholder approval.

**Statutory Authority**

Under Section 15(a) of the 1940 Act, no person may serve as an            investment adviser, including as a subadviser, to an investment company except pursuant            to a written contract that has been approved by the shareholders of the company. As a            result, without an order exempting the Funds from these provisions or a Commission            rule, the Funds would be unable to implement the proposed Subadviser Approval Policy as            set forth in this proposal. The Funds intend to file an application with the Commission            for an exemptive order permitting the Funds to implement the policy. A number of other            mutual fund complexes have obtained exemptive relief with respect to the ability of            advisers to appoint, replace or amend the subadvisory agreement with unaffiliated            subadvisers and subadvisers that are wholly owned subsidiaries of the adviser. However,            exemptive relief with regard to a subadviser’s ability to appoint, replace or            amend the sub-subadvisory agreement with a sub-subadviser, without shareholder            approval, would be more expansive relief than previously obtained by other mutual fund            complexes. Accordingly, there can be no assurance that the Funds’ exemptive            application will be granted or that any relief granted by the Commission will be            sufficiently broad to allow the Funds to implement the proposed Subadviser Approval            Policy as set forth in this proposal. In addition, the Commission proposed            Rule 15a-5 under the 1940 Act in October 2003 to permit the appointment and            termination of subadvisers and amendments to subadvisory agreements without shareholder            approval. No action has been taken on proposed Rule 15a-5 since its proposal, and            there is no assurance that the rule will be adopted as proposed.

It generally is a condition of previous exemptive orders and proposed            Rule 15a-5 that shareholder approval be obtained before a subadviser approval            policy is implemented.

**Current Subadviser Approval Process**

Currently, after obtaining approval by the Board and a majority of its            Independent Board Members, the Fund’s shareholders must approve any subadvisory            contract between DIMA and another investment adviser or sub-subadvisory contracts            between a subadviser and another investment adviser, pursuant to which the other            adviser provides the Fund with investment management services.

**Proposed Subadviser Approval Policy**

The Subadviser Approval Policy would permit DIMA, subject to the            approval of the Board, including a majority of its Independent Board Members, and            receipt of an exemptive order from the Commission, to engage in the following            transactions without obtaining shareholder approval: (1) terminate a subadviser            not affiliated with DIMA and hire another subadviser not affiliated with DIMA;            (2) terminate a subadviser that is wholly owned by DIMA and hire another            subadviser that is wholly owned by DIMA; (3) terminate a subadviser that is wholly            owned by DIMA and hire a subadviser

not            affiliated with DIMA; (4) terminate a sub-subadviser not affiliated with DIMA and            approve the subadviser hiring another sub-subadviser not affiliated with DIMA;            (5) terminate a sub-subadviser that is wholly owned by DIMA and approve the            subadviser hiring another sub-subadviser that is wholly owned by DIMA; or            (6) materially amend an existing subadvisory agreement or sub-subadvisory            agreement with a subadviser or sub-subadviser that is either (i) not affiliated            with DIMA or (ii) wholly-owned by DIMA. Even if shareholders of each Fund approve            this proposal, such a structure would not become effective until the Board decides to            implement the structure, and a Fund applies for and obtains an exemption from the            requirements under Section 15(a) of the 1940 Act or the SEC adopts proposed            Rule 15a-5 permitting the structure described above. There is no guarantee that a            Fund will apply for, or obtain, a SEC Order or that the SEC will adopt Rule 15a-5            in a form that would permit the structure described above. Nevertheless, because a            Special Meeting has been called for the purposes of obtaining shareholder approval for            other proposals described in this proxy statement, the Board deemed it advisable to            recommend that shareholders approve the arrangements at the same time, to avoid the            time and expense of holding another shareholder meeting in the future.

If the Subadviser Approval Policy is adopted, the Board, including its            Independent Board Members, will continue to evaluate and approve all new sub-advisory            contracts between DIMA and any subadviser or sub-subadvisory contracts between            subadvisers and any sub-subadviser, as well as all changes to any existing sub-advisory            or sub-subadvisory contracts. In addition, the Fund and DIMA will be subject to the            conditions imposed by the Commission (either by an exemptive order or as part of the            final rule) to ensure that the interests of the Fund are adequately protected whenever            DIMA acts under the Subadviser Approval Policy, including any shareholder notice            requirements.

Shareholder approval of this Proposal will have no effect on the total            amount of management fees paid by a Fund to DIMA or DIMA’s duties and            responsibilities toward the Fund under the Current Management Agreement or the Amended            Management Agreement between DIMA and the Fund.

**Benefits of the Subadviser Approval Policy**

The Board believes that it is in the best interest of each Fund to give            DIMA greater flexibility to select, supervise and evaluate subadvisers and            sub-subadvisers without incurring the expense and potential delay of seeking specific            shareholder approval and to utilize its global investment organization and global            investment management expertise. Under current applicable law, while a change in            investment management arrangements involving one or more subadvisers or sub-subadvisers            can be put into place promptly on a temporary basis, a Fund must still call and hold a            meeting of the Fund’s shareholders, create and distribute proxy materials and            arrange for the solicitation of voting instructions from shareholders. This process is            time-intensive, slow and costly. If DIMA and the Board are authorized to implement the            proposed Subadviser Approval Policy, the Board would be able to act more quickly and            with less expense to appoint a subadviser or sub-subadviser when the Board and DIMA            believe that the appointment would benefit the Fund.

The Board also believes that it is appropriate to vest the selection,            supervision and evaluation of subadvisers in DIMA, subject to review by the Board, in            light of DIMA’s significant experience and expertise in this area. The Board            believes that investors may choose to invest in the Funds because of DIMA’s            experience in this respect. The Board will also oversee the subadviser and            sub-subadviser selection process to ensure that a Fund’s interests are protected            whenever the investment adviser selects a subadviser or sub-subadviser or modifies a            subadvisory contract or sub-subadvisory contract. The Board will continue to evaluate            and approve all new subadvisory contracts or sub-subadvisory contracts, as well as any            modification to existing subadvisory contracts or sub-subadvisory contracts. In each            review, the Board will analyze all factors that it considers to be relevant to the            determination, including the nature,

quality and scope of services provided by the subadviser or            sub-subadviser. The Board believes that its review will ensure that the investment            adviser continues to act in the best interests of the Fund.

**Required Vote**

Each Fund will vote separately on the Subadviser Approval Policy.            Approval of the Subadviser Approval Policy with respect to a Fund requires the vote of            the lesser of (A) 67% or more of the Fund’s outstanding shares present at            the Meeting, in person or by proxy, if more than 50% of the Fund’s outstanding            shares are present at the Meeting or represented by proxy; or (B) more than 50% of            the Fund’s outstanding shares. If the shareholders of a Fund fail to approve the            Subadviser Approval Policy, the current subadviser approval process will remain in            effect for that Fund.

**Recommendation of the Board**

The Board of your Fund believes that approval of the proposed Subadviser            Approval Policy is in the best interest of your Fund.**Accordingly, the Board unanimously recommends that shareholders vote            FOR approval of the proposed Subadviser Approval Policy as set forth in            Proposal** **II.B.**

**PROPOSAL** **III**

**APPROVAL OF THE REVISION OF THE FUNDAMENTAL INVESTMENT            POLICY**

**REGARDING COMMODITIES**

**(DWS Balanced Fund, DWS Blue Chip Fund, DWS California Tax-Free            Income Fund,**

**DWS Dreman Concentrated Value Fund, DWS Dreman High Return Equity            Fund,**

**DWS Dreman Mid Cap Value Fund, DWS Dreman Small Cap Value            Fund,**

**DWS High Income Fund, DWS Large Cap Value Fund, DWS New York Tax-Free            Income Fund,**

**DWS Strategic Income Fund, DWS Target 2008 Fund, DWS Target 2010            Fund,**

**DWS Target 2011 Fund, DWS Target 2012 Fund, DWS Target 2013            Fund,**

**DWS Target 2014 Fund, DWS Technology Fund, DWS U.S. Government            Securities Fund)**

The 1940 Act requires an investment company to adopt certain specified            investment policies which can be changed only by a shareholder vote. Those policies are            often referred to as “fundamental” investment policies. In the past,            fundamental investment policies were adopted by the Funds, and in some cases amended by            vote of the shareholders of the affected Fund, in order to reflect regulatory, business            or industry conditions which were in effect at the time the particular action was            taken. DIMA and the Board have reviewed each Fund’s fundamental investment            policies with the goal of simplifying and conforming the fundamental investment            policies of the various open-end funds managed by DIMA, which will simplify the process            of monitoring compliance with the fundamental investment policies. This Proposal seeks            shareholder approval of changes that are intended to further this goal and to provide            each Fund, consistent with its investment objectives and strategies, with the            flexibility to respond to changing markets, new investment opportunities and future            changes in applicable law.

The proposed changes to the fundamental investment policy regarding            commodities for each Fund are discussed in detail below. The new fundamental investment            policy would become effective as soon as is practicable after your Fund’s            prospectus and/or statement of additional information has been supplemented to describe            the revised policy.

The reference below to interpretation or modification by a regulatory            authority having jurisdiction is intended to include no-action letters or interpretive            positions or releases issued by the staff of the Commission or another regulatory            agency with jurisdiction over the Funds.

As noted below, DIMA has informed the Board that this proposed revision            will not, without further Board approval, affect the manner in which any Fund is            managed.

**Investment In Commodities**

The current fundamental investment policy of each Fund is:

The Fund may not purchase physical commodities or contracts relating to            physical commodities.

If this proposal is approved, each Fund’s new fundamental            investment policy would read:

The Fund may not purchase or sell commodities, except as permitted by            the 1940 Act, as amended, and as interpreted or modified by the regulatory authority            having jurisdiction, from time to time.

The current fundamental investment policy of each Fund prohibits the            purchase of physical commodities or contracts related to physical commodities. Physical            commodities include bulk goods, such as grains, metals and foodstuffs. Under the            proposed policy, each Fund would be permitted to purchase or sell commodities as            permitted by the 1940 Act, as amended, and as interpreted or modified by regulatory            authority having jurisdiction. Currently, the 1940 Act does not prohibit investments            in

physical commodities or contracts related to physical commodities. As a            result, if this proposal is approved, the Funds would not be restricted from purchasing            physical commodities or physical commodity-related instruments. None of the            Funds’ investment strategies currently contemplates investments in physical            commodities or contracts related to physical commodities, and DIMA does not currently            anticipate proposing any changes to such investment strategies to allow such            investments. Therefore, amending this investment policy currently is not expected to            have a material effect on a Fund, but would provide a Fund with flexibility to invest            in physical commodities and contracts related to physical commodities in the future to            the extent DIMA and the Board of a Fund determine such investments could assist a Fund            in achieving its investment objectives and are consistent with the best interests of            the Fund. If a Fund were to invest in a physical commodity or a physical            commodity-related instrument, it would be subject to the additional risks of that            particular physical commodity and its related market. The value of commodities and            commodity-related instruments can be extremely volatile and may be affected either            directly or indirectly by a wide range of factors. A Fund’s prospectus would be            amended to disclose these risks prior to investing a material portion of a Fund’s            portfolio in physical commodities. It should be noted that the current policy does not            restrict a Fund from investing in financial commodities and contracts related to            financial commodities, such as currencies and stock index futures. The proposed policy            would not alter the Funds’ ability to make such investments in financial            commodities.

**Required Vote**

Each Fund will vote separately with respect to the approval of the            proposed revised fundamental investment policy regarding commodities. For each Fund,            approval of the proposed revised policy requires the affirmative vote of the lesser of            (A) 67% or more of the Fund’s outstanding shares present at the Meeting, in            person or by proxy, if more than 50% of the Fund’s outstanding shares are present            at the Meeting or represented by proxy; or (B) more than 50% of the Fund’s            outstanding shares.

If the shareholders of a Fund fail to approve the proposed fundamental            investment policy regarding commodities, the current policy would remain in effect for            that Fund.

**Recommendation of the Board**

The Board of your Fund believes that the proposed revised fundamental            investment policy regarding commodities is in the best interests of your Fund.**Accordingly, the Board unanimously recommends that shareholders vote            FOR approval of the proposed revised fundamental investment policy regarding            commodities as set forth in Proposal** **III.**

**PROPOSAL IV.A**

**APPROVAL OF AN AMENDED AND RESTATED DECLARATION OF            TRUST**

**(DWS Balanced Fund, DWS Blue Chip Fund, DWS California Tax-Free            Income Fund,**

**DWS High Income Fund, DWS LifeCompass Protect Fund, DWS LifeCompass            Income Fund,**

**DWS New York Tax-Free Income Fund, DWS Strategic Income Fund, DWS            Target 2008 Fund, DWS Target 2010 Fund, DWS Target 2011 Fund, DWS Target 2012 Fund, DWS            Target 2013 Fund, DWS Target 2014 Fund, DWS Technology Fund, DWS U.S. Government            Securities Fund)**

Mutual funds are subject to comprehensive federal laws and regulations,            and in particular, the 1940 Act. Each mutual fund is also subject to state laws. The            above-referenced Funds are subject to Massachusetts law because each such Fund is a            series of a Massachusetts business trust. Under Massachusetts law, a business trust            generally operates under an organizational document, usually called a declaration of            trust, which sets forth various provisions relating primarily to the authority and            governance of the business trust. Each of the above-referenced Funds currently operates            under the declaration of trust of the Trust of which it is a series (together, the            “Current Declarations”).

Your Fund’s Trustees recommend that you vote to approve an Amended            and Restated Declaration of Trust (the “Restated Declaration”). The            Trustees believe that it is in the best interests of the Funds to use the opportunity            presented by the Meeting to modernize the Funds’ Current Declarations and make            them as uniform as possible across all the Funds that they oversee. Approval of the            Restated Declaration with respect to a Trust requires the vote of a majority of the            shares of each Fund that is a series of such Trust outstanding and entitled to            vote.

It is anticipated that the overall effect of these changes will be to            make the administration of the Funds more efficient and provide greater flexibility for            the operations of the Funds, within the limits of applicable law. Adoption of the            Restated Declaration will not alter in any way the Trustees’ existing duties of            care and loyalty, nor will your Fund’s current investments and investment            policies change by virtue of the adoption of the Restated Declaration.

**Summary of Important Differences**

A summary of the more important differences between the Restated            Declarations and the Current Declarations is set forth below. Not all of the            differences between the Restated Declarations and the Current Declarations are            described below and you should carefully review the form of Restated Declaration, which            is attached hereto as Exhibit I. The discussion below is qualified in its entirety by            reference to the form of Restated Declaration.

**Future Amendments to Declarations**. The            Restated Declarations give the Board the broad power to amend the Restated Declarations            without approval of the shareholders, except for any amendment that would impair a            shareholder’s voting rights specifically granted in the Restated Declarations,            any amendment required by law to be approved by shareholders and any amendment            submitted for shareholder approval. The Restated Declarations require, however, that            notice be given to shareholders of material amendments to the Declaration of Trust made            by the Board without shareholder approval that would affect the rights of those            shareholders. In addition, if a shareholder vote is required to approve an amendment,            the amendment requires the vote of holders of at least sixty-six and two-thirds percent            of the shares outstanding and entitled to vote of the Trust, unless the amendment is            recommended by the Board, in which case a vote by a majority of the outstanding voting            securities of the Trust is required. However, if the Board determines that an amendment            affects only one or more series or classes of the Trust, the amendment may be approved            by vote of only such one or more series or classes. The Restated Declarations provide            that any provision that requires the approval of more than a majority of the Trustees            for any matter may be amended only with the approval of such greater number of the            Trustees. The Restated Declarations, however, prohibit amendments that impair the            exemption from personal

liability granted in the Restated Declarations to persons who are or            have been shareholders, Trustees, officers, employees or agents of the Trust, that            permit assessments upon shareholders or that limit the rights to indemnification with            respect to actions or omissions of persons entitled to indemnification under the            Restated Declarations prior to the amendment. The Current Declarations may be amended            without shareholder approval only in limited circumstances. By allowing future            amendments of the declarations of trust in most cases without shareholder approval, the            Restated Declarations give the Board the necessary authority to react quickly to future            contingencies without the cost and delay of a meeting of the shareholders.

**Fund Reorganizations and Combinations**.            Unlike the Current Declarations, the Restated Declarations generally would permit the            Board, subject to applicable law, to reorganize or combine a Trust, any Fund that is a            series of the Trust or any class of the Trust, into any corporation, association, trust            or series (including another series or class of the Trust), or other entity without            shareholder approval. The Restated Declarations also clarify the Board’s            authority to classify or reclassify issued shares of any class into one or more classes            and to combine one or more classes of a Fund into a single class of a Fund, similar to            a reorganization. The Current Declarations generally require a majority shareholder            vote for approval of any type of reorganization or combination, but do not address the            combination of classes.

The Restated Declarations would allow the Board added flexibility when            considering reorganizations to make decisions it feels are in the Funds’ best            interests, without causing the Funds to incur the time and expense of soliciting            shareholder approval. The Restated Declarations require that affected shareholders be            provided with notification of any such transaction. The authority granted to the Board            under the Restated Declarations would be subject to the requirements of applicable 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. Because of this requirement, some transactions will require            shareholder approval even though the Restated Declarations would not otherwise require            it. A reorganization could, in certain circumstances, adversely affect a Fund’s            or class’ expense ratio or other aspects of a shareholder’s            investment.

**Shareholder Voting**. The Restated            Declarations provide that on any matter to be voted on by shareholders, all Funds and            classes of a Trust then entitled to vote on the matter vote together as a single class,            except when otherwise required by the 1940 Act or when the Board has determined that            the matter affects only the interests of shareholders of one or more funds or classes.            Under the Current Declarations, shareholders generally vote by individual Fund. Both            the Restated Declarations and the Current Declarations provide for the calling of a            shareholder meeting for the purpose of removing a Trustee when requested by            shareholders holding not less than 10% of Trust’s outstanding shares. In            addition, the Current Declarations, unlike the Restated Declarations, provide for the            calling of a shareholder meeting for any purpose when requested by shareholders holding            not less than 25% of the Trust’s outstanding shares.

**Derivative Actions**. The Restated            Declarations provide that a shareholder may not bring or maintain a court action,            proceeding or claim on behalf of the Trust without first making a demand on the Board,            requesting that the Board Members bring the action on behalf of the Trust. This            provision incorporates recent changes in Massachusetts corporate law that require that            a demand be made in all circumstances. The Restated Declarations also permit the            Trustees to submit the question of whether a derivative action should be brought or            maintained to a vote of shareholders.

These provisions of the Restated Declarations are intended to save the            time and expense of bringing a suit that a Board in its judgment does not believe would            be in the best interests of the Trust and to align more closely the rights and powers            of shareholders and the Board of the Fund with respect to derivative actions to those            of shareholders and directors, respectively, of a Massachusetts business

corporation. The effect of this change may be to discourage suits            brought in the name of a Trust or Fund by shareholders.

None of the Current Declarations contain similar provisions.

**Forum Selection.**The Restated Declarations            require that actions by shareholders against a Fund be brought only in the federal            district court for the Southern District of New York, or the business litigation court            in Boston, Massachusetts. The Current Declarations do not contain provisions on forum            selection.

**Involuntary Redemption of Shares and Small            Accounts**. The Current Declarations specifically address the            involuntary redemption of shares only in certain limited circumstances. For the            avoidance of doubt and to ensure that the Trust can meet the requirements of applicable            law and take actions to protect the interests of the Funds, the Restated Declarations            permit involuntary redemption of a shareholder’s shares at any time for any            reason the Trustees deem appropriate, subject to the 1940 Act and other applicable law,            including in the following circumstances: (a) if the shareholder owns shares            having an aggregate net asset value of less than a specified minimum amount, which may            differ for any Fund or class, (b) if a particular shareholder’s ownership of            shares would disqualify a Fund as a regulated investment company for tax purposes,            (c) if the Board 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 a Fund (for example, in the case of a market timer), (d) upon a            shareholder’s failure to provide sufficient identification to permit a Fund to            verify the shareholder’s identity, (e) upon a shareholder’s failure to            pay for shares or meet or maintain the qualifications for ownership of a particular            Fund or class of shares, (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 Fund shares.

Because each Fund currently pays certain costs that are incurred in            whole or in part on a per account basis, a large number of relatively small holder            accounts can materially increase a Fund’s expense ratio. For the avoidance of            doubt, the Restated Declaration specifically authorizes the Board to take any action            with respect to small accounts as they deem appropriate, including the imposition of            fees on accounts that fall below a minimum account size for any reason and the            redemption of shares in such accounts in order to pay such account fees.

**Retirement/Removal of Trustees**. Under the            Restated Declarations, a Trustee may be removed with or without cause by a two-thirds            shareholder vote or by vote of two-thirds of the remaining Trustees. A Trustee that has            become incapacitated or declared incompetent may be retired by a majority of the other            Trustees. The Restated Declarations also provide for the automatic retirement of            Trustees in accordance with any retirement or term limit policy set by the Trustees.            Unless there is a written instrument or policy providing for compensation to resigning,            retiring or removed Trustees, Trustees are not entitled to any compensation from the            Trust following resignation, retirement or removal.

The Current Declarations provide for removal for cause by majority            Trustee vote, or for removal with or without cause by majority shareholder vote. As a            result, under the Restated Declarations, it will be more difficult for shareholders to            remove Board Members. Also, under the Restated Declarations, the Board Members would            have the power to remove a Board Member (including a Board Member who had been elected            by shareholders) even though such Board Member had not engaged in any conduct that            would give rise to “cause” for removal. A Board Member would be removed            only if two-thirds of the remaining Board Members deem such removal as necessary to            ensure the effective operation of the Board and otherwise serve the best interest of            the Funds.

**Trustee Standard of Care**. The Restated            Declarations clarify that any Trustee who serves as chair of the Board or of a            committee of the Board, lead independent Trustee, or audit committee financial expert,            or in any other similar capacity, will not be subject to any greater standard of care            or liability because of such position. The Current Declarations do not specifically            address this matter.

**Disclosure of Shareholder Holdings**. The            Restated Declarations specifically authorize the Board to require disclosure from            shareholders with respect to the direct and indirect ownership of Fund shares in order            to comply with various laws or regulations, or as the Board may otherwise decide. The            Restated Declarations also permit the Board to disclose this information for any            reason, and, as noted above, to redeem shares held by shareholders that do not comply            with such a demand. The Board may require such information, for example, to assist a            Fund in complying with its market timing policies and applicable anti-money laundering            regulations. The Current Declarations do not specifically address such            disclosure.

**Redemption Fees**. The Restated Declarations            clarify that fees or charges may be imposed on shares being redeemed.

**Assessments on Shareholders**. The Restated            Declarations provide that all shares issued in accordance with the Declaration are            fully paid and nonassessable and prohibit assessments to be made on shareholders, but            for the avoidance of doubt, provides that any sales charges, creation or redemption            fees, account or other fees permitted to be charged to shareholders under applicable            law are not deemed to be assessments for the purposes of the Restated Declaration. The            Current Declarations provide that shares are nonassessable but also provide that the            Trustees may cause each shareholder to pay directly for charges of the Trust’s            custodian or transfer or shareholder service or similar agent.

**Investment Advisory Agreements**. The            Restated Declarations would not require a shareholder vote to approve an advisory            agreement, except where required by law. The Current Declarations provide for a            shareholder vote on any contract for advisory and/or management services, even where            not otherwise required by law.

**Indemnification of Trustees and Officers**.            The Current Declarations provide for the indemnification by the Trust of Trustees and            officers, with certain exceptions. The Restated Declarations modify the indemnification            provision by adding a provision that creates a rebuttable presumption in favor of a            Trustee or officer in determining whether the Trustee or officer engaged in conduct for            which indemnification is not available or whether there is reason to believe that the            Trustee or officer ultimately will be found entitled to indemnification. The Restated            Declarations provide that, in making either of these determinations, the disinterested            Trustees or independent legal counsel will afford the Trustee or officer a rebuttable            presumption that the Trustee or officer has not engaged in willful misfeasance, bad            faith, gross negligence or reckless disregard of his duties and has acted in good faith            in the reasonable belief that his action was in the best interest of the applicable            Trust or Fund.

**Cancellation of Share Certificates**. The            Restated Declarations permit a Fund’s Board, if it determines that shares may be            held in book-entry form only, to cancel any outstanding share certificates upon written            notice to shareholders, even if the certificates are not surrendered to the Fund. The            cancellation of share certificates will not affect ownership by shareholders of the            shares evidenced by such certificates. The Current Declarations do not specifically            address the retiring of outstanding share certificates.

**Required Vote**

Approval of the Restated Declaration with respect to a Trust will            require the affirmative vote of a majority of the shares outstanding and entitled to            vote of each Fund that is a series of the Trust. If the

shareholders of a Trust fail to approve the Restated Declaration, the            Current Declaration will remain in effect for that Trust. The table below shows which            Funds are series of which Trusts.

 

| **Trust**                                                      | **Funds**                                                                                                                                                                                                                                                                                                                                                                                                             |
|----------------------------------------------------------------|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| DWS Balanced                            Fund                   | DWS Balanced                            Fund                                                                                                                                                                                                                                                                                                                                                                          |
| DWS Blue Chip                            Fund                  | DWS Blue Chip                            Fund                                                                                                                                                                                                                                                                                                                                                                         |
| DWS State Tax-Free Income                            Series    | DWS California Tax-Free                            Income Fund

DWS New York Tax-Free                            Income Fund                                                                                                                                                                                                                                                                                          |
| DWS High Income                            Series              | DWS High Income                            Fund                                                                                                                                                                                                                                                                                                                                                                       |
| DWS Strategic Income                            Fund           | DWS Strategic Income                            Fund                                                                                                                                                                                                                                                                                                                                                                  |
| DWS Target                            Fund                     | DWS LifeCompass Protect                            Fund

DWS LifeCompass Income                            Fund

DWS Target 2008                            Fund

DWS Target 2010                            Fund

DWS Target 2011                            Fund

DWS Target 2012                            Fund

DWS Target 2013                            Fund

DWS Target 2014                            Fund |
| DWS Technology                            Fund                 | DWS Technology                            Fund                                                                                                                                                                                                                                                                                                                                                                        |
| DWS U.S. Government                            Securities Fund | DWS U.S. Government                            Securities Fund                                                                                                                                                                                                                                                                                                                                                        |

 

**Board Recommendation**

The Board of your Fund believes that approval of the Restated            Declaration is in the best interests of your Fund.**Accordingly, the Board unanimously recommends that shareholders vote            FOR Proposal** **IV.A.**

**PROPOSAL** **IV.B**

**APPROVAL OF AN AMENDED AND RESTATED DECLARATION OF            TRUST**

**(DWS Alternative Asset Allocation Plus Fund, DWS Core Plus Allocation            Fund,**

**DWS Disciplined Long/Short Growth Fund, DWS Disciplined Long/Short            Value Fund and**

**DWS Disciplined Market Neutral Fund)**

Mutual funds are subject to comprehensive federal laws and regulations,            and in particular, the 1940 Act. Each mutual fund is also subject to state laws. The            above-referenced Funds are subject to Massachusetts law because each such Fund is a            series of DWS Equity Trust, a Massachusetts business trust. Under Massachusetts law, a            business trust generally operates under an organizational document, usually called a            declaration of trust, which sets forth various provisions relating primarily to the            authority and governance of the business trust. Each of the above-referenced Funds            currently operates under such a declaration of trust (the “Current            Declaration”).

Your Fund’s Trustees recommend that you vote to approve an Amended            and Restated Declaration of Trust (the “Restated Declaration”). The            Trustees believe that it is in the best interests of the Funds to use the opportunity            presented by the Meeting to modernize the Funds’ Current Declarations and make            them as uniform as possible across all the Funds that they oversee. It is anticipated            that the overall effect of these changes will be to make the administration of the            Funds more efficient and provide greater flexibility for the operations of the Funds,            within the limits of applicable law. Adoption of the Restated Declaration will not            alter in any way the Trustees’ existing duties of care and loyalty, nor will your            Fund’s current investments and investment policies change by virtue of the            adoption of the Restated Declaration.

Generally, amendments to the Current Declaration that must be approved            by shareholders require a majority shareholder vote. As more fully discussed below            under “Future Amendments to Declaration,” the Current Declaration may be            amended in many respects by the Trustees, without shareholder approval, including any            amendment that does not materially adversely affect the rights of shareholders.            However, a two-thirds vote of shareholders is required to approve any amendment that            would diminish or eliminate voting rights or change any rights with respect to any            shares by reducing the amount payable upon the liquidation of the Trust or a            Fund.*Therefore, if this            Proposal* *IV.B is approved by            the affirmative vote of two-thirds of the shares entitled to vote, the Restated            Declaration will be adopted by the Trustees in its entirety. If, however, the            Declaration is approved by the affirmative vote of at least a majority of the shares            entitled to vote, but less than two-thirds of the shares entitled to vote, those            provisions of the Restated Declaration that might be deemed to have the effect of            diminishing or eliminating voting rights of shareholders, as discussed under            “Shareholder Voting” below, will not take effect, and the relevant            provisions of the Current Declaration will remain in effect.*These voting provisions are also noted on the form of Restated            Declaration, which is attached hereto as Exhibit I. Shareholders should note that            because the Trustees have the authority under the Current Declaration to amend the            declaration in many respects without a shareholder vote, the Trustees may utilize this            authority to adopt many of the provisions of the Restated Declaration, even if the            Restated Declaration is not approved by a majority shareholder vote.

**Summary of Important Differences**

A summary of the more important differences between the Restated            Declaration and the Current Declaration is set forth below. Not all of the differences            between the Restated Declaration and the Current Declaration are described below and            you should carefully review the form of Restated Declaration, which is attached hereto            as Exhibit I. The discussion below is qualified in its entirety by reference to            the form of Restated Declaration.

**Shareholder Voting**. Both the Restated            Declaration and the Current Declaration provide for shareholder voting with respect to            the election and removal of Trustees, with respect to certain amendments to the            Declarations and with respect to any additional matters as may be required by law or as            the Trustees may determine to submit to shareholders. However, as discussed further            below under “Future Amendments to Declaration,” the Restated Declaration            has different shareholder voting provisions with respect to amendments to the            Declaration than the Current Declaration. The Restated Declaration further provides            that on any matter to be voted on by shareholders, all Funds and classes of the Trust            then entitled to vote on the matter vote together as a single class, except when            otherwise required by the 1940 Act or when the Board has determined that the matter            affects only the interests of shareholders of one or more funds or classes. Under the            Current Declaration, shareholders generally vote by individual Fund, except where the            1940 Act permits a trust-wide vote. Both the Restated Declaration and the Current            Declaration provide for the calling of a shareholder meeting for the purpose of            removing a Trustee when requested by shareholders holding not less than 10% of            Trust’s outstanding shares. In addition, the Current Declaration, unlike the            Restated Declaration, provides for the calling of a shareholder meeting for any purpose            when requested by shareholders holding not less than 10% of the Trust’s            outstanding shares.

**Future Amendments to Declaration**. The            Restated Declaration gives the Board the broad power to amend the Restated Declaration            without approval of the shareholders, except for any amendment that would impair a            shareholder’s voting rights specifically granted in the Restated Declaration, any            amendment required by law to be approved by shareholders and any amendment submitted            for shareholder approval. The Restated Declaration requires, however, that notice be            given to shareholders of material amendments to the Declaration of Trust made by the            Board without shareholder approval that would affect the rights of those shareholders.            In addition, if a shareholder vote is required to approve an amendment, the amendment            requires the vote of holders of at least sixty-six and two-thirds percent of the shares            outstanding and entitled to vote of the Trust, unless the amendment is recommended by            the Board, in which case a vote by a majority of the outstanding voting securities of            the Trust is required. However, if the Board determines that an amendment affects only            one or more series or classes of the Trust, the amendment may be approved by vote of            only such one or more series or classes. The Restated Declaration provides that any            provision that requires the approval of more than a majority of the Trustees for any            matter may be amended only with the approval of such greater number of the Trustees.            The Restated Declaration, however, prohibits amendments that impair the exemption from            personal liability granted in the Restated Declaration to persons who are or have been            shareholders, Trustees, officers, employees or agents of the Trust, that permit            assessments upon shareholders or that limit the rights to indemnification with respect            to actions or omissions of persons entitled to indemnification under the Restated            Declaration prior to the amendment. The Current Declaration permits amendments by            action of the Board in a number of circumstances, including any amendments that do not            materially adversely affect the rights of shareholders. However, the Current            Declaration requires a two-thirds vote of shareholders to approve any amendment that            would diminish or eliminate voting rights or reduce the amount payable upon the            liquidation of the Trust or a Fund. By allowing future amendments of the declarations            of trust in most circumstances without shareholder approval, the Restated Declaration            gives the Board the necessary authority to react quickly to future contingencies            without the cost and delay of a meeting of the shareholders.

**Election/Retirement/Removal of Trustees**.            The Restated Declaration provides that a Trustee will remain in office until the next            meeting of shareholders called for the purpose of considering the election or            re-election of such Trustee or his successor, while under the Current Declaration,            Trustees hold office until less than a majority of the Trustees in office have been            elected by shareholders and a meeting of shareholders is called to elect Trustees.            Under both the Restated Declaration and the Current Declaration, a Trustee may be            removed with or without cause by a two-thirds shareholder vote. Under the Restated            Declaration, a Trustee may be removed with or without cause by vote of two-thirds of            the

remaining Trustees, while under the Current Declaration, a Trustee may            be removed by the other Trustees only for cause. Therefore, under the Restated            Declaration, the Board Members would have the power to remove a Board Member (including            a Board Member who had been elected by shareholders) even though such Board Member had            not engaged in any conduct that would give rise to “cause” for removal. A            Board Member would be removed only if two-thirds of the remaining Board Members deem            such removal as necessary to ensure the effective operation of the Board and otherwise            serve the best interest of the Funds.

Under the Restated Declaration, a Trustee that has become incapacitated            or declared incompetent may be retired by a majority of the other Trustees. The            Restated Declaration also provides for the automatic retirement of Trustees in            accordance with any retirement or term limit policy set by the Trustees. Unless there            is a written instrument or policy providing for compensation to resigning, retiring or            removed Trustees, Trustees are not entitled to any compensation from the Trust            following resignation, retirement or removal.

**Class Combinations**. The Restated            Declaration clarifies the Board’s authority to classify or reclassify issued            shares of any class into one or more classes and to combine one or more classes of a            Fund into a single class of a Fund, similar to a reorganization. The Current            Declaration permits any type of reorganization or combination of a Fund or the Trust            without shareholder approval, but does not specifically address the combination of            classes. A class combination could, in certain circumstances, adversely affect a            class’ expense ratio or other aspects of a shareholder’s            investment.

**Derivative            Actions**.The Restated Declaration            provides that a shareholder may not bring or maintain a court action, proceeding or            claim on behalf of the Trust without first making a demand on the Board, requesting            that the Board Members bring the action on behalf of the Trust. This provision            incorporates recent changes in Massachusetts corporate law that require that a demand            be made in all circumstances. Both the Current and the Restated Declaration permit the            Trustees to submit the question of whether a derivative action should be brought or            maintained to a vote of shareholders.

These provisions of the Restated Declaration are intended to save the            time and expense of bringing a suit that the Board in its judgment does not believe            would be in the best interests of the Fund and to align more closely the rights and            powers of shareholders and the Board of the Trust with respect to derivative actions to            those of shareholders and directors, respectively, of a Massachusetts business            corporation. The effect of this change may be to discourage suits brought in the name            of the Trust or a Fund by shareholders.

The Current Declaration does not otherwise contain provisions which            address the bringing of derivative actions.

**Forum Selection.**The Restated Declaration            requires that actions by shareholders against a Fund be brought only in the federal            district court for the Southern District of New York, or the business litigation court            in Boston, Massachusetts. The Current Declaration does not contain a provision on forum            selection.

**Involuntary Redemption of Shares and Small            Accounts**. The Current Declaration specifically addresses the            involuntary redemption of shares only in certain limited circumstances. For the            avoidance of doubt and to ensure that the Trust can meet the requirements of applicable            law and take actions to protect the interests of the Funds, the Restated Declaration            permits involuntary redemption of a shareholder’s shares at any time for any            reason the Trustees deem appropriate, subject to the 1940 Act and other applicable law,            including in the following circumstances: (a) if the shareholder owns shares            having an aggregate net asset value of less than a specified minimum amount, which may            differ for any Fund or class, (b) if a particular shareholder’s ownership of            shares would disqualify a Fund as a regulated

investment company for tax purposes, (c) if the Board 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 a Fund (for            example, in the case of a market timer), (d) upon a shareholder’s failure to            provide sufficient identification to permit a Fund to verify the shareholder’s            identity, (e) upon a shareholder’s failure to pay for shares or meet or            maintain the qualifications for ownership of a particular Fund or class of shares,            (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 Fund            shares.

Because each Fund currently pays certain costs that are incurred in            whole or in part on a per account basis, a large number of relatively small holder            accounts can materially increase a Fund’s expense ratio. For the avoidance of            doubt, the Restated Declaration specifically authorizes the Trustees to take any action            with respect to small accounts as they deem appropriate, including the imposition of            fees on accounts that fall below a minimum account size for any reason and the            redemption of shares in such accounts in order to pay such account fees.

**Trustee Standard of Care**. The Restated            Declaration provides that a Trustee, acting in his or her capacity of Trustee, is not            liable to the Trust or its shareholders for any action or failure to act (including            without limitation the failure to compel in any way any former or acting Trustee to            redress any breach of trust) except for his or her own bad faith, willful misfeasance,            gross negligence or reckless disregard of his or her duties involved in the conduct of            the individual’s office, and for nothing else, and is not liable for errors of            judgment or mistakes of fact or law. The Current Declaration contains similar            provisions but does not make clear that the Trustees are not liable for errors of            judgment or mistakes of fact or law.

The Restated Declaration also clarifies that any Trustee who serves as            chair of the Board or of a committee of the Board, lead independent Trustee, or audit            committee financial expert, or in any other similar capacity, will not be subject to            any greater standard of care or liability because of such position. The Current            Declaration does not specifically address this matter.

**Disclosure of Shareholder            Holdings**.The Current Declaration            permits the Board to require disclosure from shareholders of such information with            respect to the direct and indirect ownership of shares as the Board may deem necessary            to comply with applicable tax law. The Restated Declaration specifically authorizes the            Board to require such information in order to comply with various laws or regulations,            or as the Board may otherwise decide. The Restated Declaration, unlike the Current            Declaration, also permits the Board to disclose this information for any reason, and,            as noted above, to redeem shares held by shareholders that do not comply with such a            demand. The Board may require such information, for example, to assist a Fund in            complying with its market timing policies and applicable anti-money laundering            regulations.

**Board Action**. The Restated Declaration,            unlike the Current Declaration, permits Board action by written consent of a majority            of the Board, rather than by the entire Board. This change will give the Board            additional flexibility to take actions without the requirement of holding a meeting, or            obtaining the consent of the entire Board and, therefore, will allow the Board to take            actions more quickly, if necessary, and with less expense.

**Indemnification of Trustees and Officers**.            The Current Declaration provides for the indemnification by the Trust of Trustees and            officers, with certain exceptions. The Restated Declaration modifies the            indemnification provision by adding a provision that creates a rebuttable presumption            in favor of a Trustee or officer in determining whether the Trustee or officer engaged            in conduct for which indemnification is not available or whether there is reason to            believe that the Trustee or officer ultimately will be found entitled to            indemnification. The Restated Declaration provides that, in making either of these            determinations, the disinterested Trustees or independent legal counsel will afford the            Trustee or

officer a rebuttable presumption that the Trustee or officer has not            engaged in willful misfeasance, bad faith, gross negligence or reckless disregard of            his duties and has acted in good faith in the reasonable belief that his action was in            the best interest of the applicable Trust or Fund.

**Cancellation of Share Certificates**. The            Restated Declaration permits the Board, if it determines that shares may be held in            book-entry form only, to cancel any outstanding share certificates upon written notice            to shareholders, even if the certificates are not surrendered to the Fund. The            cancellation of share certificates will not affect ownership by shareholders of the            shares evidenced by such certificates. The Current Declaration does not specifically            address the retiring of outstanding share certificates.

**Authority to Issue and Repurchase Shares**.            The Current Declaration provides broad authority to the Board to issue, sell,            repurchase, redeem, transfer and otherwise deal in shares of a Fund to the full extent            permitted to Massachusetts corporations. The Restated Declaration provides for similar            broad powers but without reference to Massachusetts corporations.

**Notices to Shareholders**. The Current            Declaration has a provision with respect to notices and reports that are to be given to            Shareholders, including how they are to be provided and the circumstances under which            such notices and reports are not required to be given. Under the Restated Declaration,            notice provisions are contained in the By-laws and are designed to permit the Funds to            react more quickly to changes in regulations with respect to such notices and            reports.

**Required Vote**

Each Fund and share classes within DWS Equity Trust will vote together            on the Restated Declaration, as a single class.*Approval of            the Restated Declaration in its entirety with respect to DWS Equity Trust requires the            vote of the holders of two-thirds of the shares of DWS Equity Trust outstanding and            entitled to vote. Approval of the Restated Declaration without the changes discussed            under “Shareholder Voting” above will require the vote of a majority of the            shares outstanding and entitled to vote.*The table below            shows which Funds are series of DWS Equity Trust.

 

| **Trust**                                   | **Funds**                                                                                                                                                                                                                                                                                                                            |
|---------------------------------------------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| DWS Equity                            Trust | DWS Alternative Asset                            Allocation Plus Fund

DWS Core Plus Allocation                            Fund

DWS Disciplined Long/Short                            Growth Fund

DWS Disciplined Long/Short                            Value Fund

DWS Disciplined Market                            Neutral Fund |

 

**Board Recommendation**

The Board of your Fund believes that approval of the Restated            Declaration in its entirety is in the best interests of your Fund.**Accordingly, the Board unanimously recommends that shareholders vote            FOR Proposal** **IV.B.**

**PROPOSAL** **IV.C**

**APPROVAL OF ARTICLES OF AMENDMENT AND RESTATEMENT**

**FOR DWS VALUE SERIES, INC.**

**(DWS Dreman Concentrated Value Fund, DWS Dreman High Return Equity            Fund,**

**DWS Dreman Mid Cap Value Fund, DWS Dreman Small Cap Value            Fund,**

**DWS Large Cap Value Fund)**

Each Fund, like other mutual funds, is subject to comprehensive federal            laws and regulations (in particular, to the 1940 Act) and to state laws. The            above-referenced Funds are subject to Maryland law because each such Fund is a series            of a Maryland corporation. Under Maryland law, a corporation generally operates under            an organizational document, usually called articles of incorporation, which sets forth            various provisions relating primarily to the authority and governance of the            corporation. Each of the above-referenced Funds currently operates under the articles            of incorporation of the Corporation.

The Directors of each of the above-referenced Funds recommend that the            shareholders of each such Fund vote to approve Articles of Amendment and Restatement            for the Corporation (the “Revised Articles”). The Directors believe that it            is in the best interests of the Funds to use the opportunity presented by the Meeting            to modernize the current articles of incorporation of the Corporation (the            “Current Articles”) and make them uniform across all the Funds they            oversee. It is anticipated that the overall effect of these changes will be to make the            administration of the Funds more efficient and provide more flexibility for the            operations of the Funds, within the limits of applicable law. Adoption of the Revised            Articles will not alter in any way the Directors’ existing fiduciary obligations,            nor will your Fund’s current investments and investment policies change by virtue            of the adoption of the Revised Articles.

If Proposal IV.C is approved by the shareholders of the            Corporation, the Board of the Corporation will adopt Amended and Restated Bylaws for            the Corporation that make necessary and appropriate changes based on the Revised            Articles and other modernizing changes. No shareholder approval is required for the            Amended and Restated Bylaws. In addition, if Proposal VI.C is approved by the            Corporation, the Revised Articles will become effective upon their filing with the            State of Maryland.

**Summary of Significant Changes**

The discussion below will highlight certain differences between the            Current Articles and the Revised Articles. The most significant changes are described            below. In addition to the most significant changes, there are other substantive and            stylistic differences between the Revised Articles and the Current Articles, certain of            which are described below under the caption “Other Changes.” The discussion            below is qualified in its entirety by reference to the form of Revised Articles, which            is attached hereto as Exhibit J.

**Indemnification.**The Revised Articles            expressly provide that the Corporation will indemnify and advance expenses to its            directors and officers (including former directors and officers) to the fullest extent            permitted by Maryland corporate law and the 1940 Act. The Current Articles are silent            regarding indemnification and advancement of expenses. The Corporation’s Bylaws            include provisions regarding indemnification of directors and officers.

**Standard of Care of Certain Directors.**The            Revised Articles seek to clarify that the standard of care or liability imposed upon            chairpersons of the Board, a member or chairperson of a committee of the Board, an            expert on any topic or in any area (including an audit committee financial expert), the            lead independent director or a director who has special skills or any other special            appointment, designation or identification shall be the same as that imposed on a            director in the absence of such designations,

appointments, expertise or identifications and that such a designation            will not effect that director’s rights or entitlement to indemnification. The            Current Articles do not contain a similar provision.

In the SEC’s 2003 adopting release for disclosure requirements            related to the “audit committee financial expert” designation, the SEC            stated that “[w]e find no support in the Sarbanes-Oxley Act or in related            legislative history that Congress intended to change the duties, obligations or            liability of any audit committee member, including the audit committee financial            expert, through this provision.” Although this is persuasive guidance, the            standard of care imposed on a director would generally be governed by Maryland law            rather than by federal law or regulations. The proposed change would seek to clarify            that one standard of care applies for all directors.

**Stock Certificates.**The Revised Articles            provide that shares of a Fund will not be certificated unless the Board determines            otherwise. The Current Articles do not contain a similar provision.

**Conversion.**The Current Articles provides            that the Class B shares of certain Funds will convert to Class A shares of the same            Fund. The Revised Articles do not include such provisions and instead provide that            shares of a Fund or class of a Fund may be automatically converted by the Fund into            shares of another series or class subject to terms determined by the Board.

The Revised Articles would allow the Board added flexibility when            considering automatic conversions to make decisions they feel are in the Funds’            best interests, without causing a Fund to incur the time and expense of soliciting            shareholder approval.

**Redemption.**The Revised Articles provide            that the composition of any payment upon a redemption of shares (between cash and/or            other property) will be determined by the Corporation in its sole discretion and may be            different among shareholders (including differences among shareholders in the same Fund            or class of a Fund). The Current Articles provide that the Corporation must pay cash            for redeemed shares unless the Board determines that the payment of cash is            “unwise or undesirable.” The Revised Articles further provide that the            Corporation will not be liable for any delay of any person transferring securities or            other property selected for delivery as all or part of any such redemption payment. The            Current Articles do not contain a similar provision.

**Small Accounts.**The Revised Articles            provide that the Board may, in its discretion, impose fees on accounts that do not            exceed a minimum investment amount and may involuntarily redeem shares in any such            account in payment of such fee. The Current Articles imply that the Corporation could            take these actions.

**Fees and Expenses.**The Revised Articles            provide the Board with explicit authority to establish and/or change sales loads or            charges, expenses and fees (such as distribution and administrative expenses and            administrative, recordkeeping, redemption and service fees), account size requirements            and other rights and provisions applicable to shares of each series or class, in            accordance with the 1940 Act. The Current Articles contain provisions with the same            intent as those contained in the Revised Articles but are not as clear on the            issue.

**Constant Net Asset Value.**The Revised            Articles provide that, with respect to any Fund that holds itself out as a money market            fund or a stable value fund, the Board may reduce on a pro rata basis the number of            shares outstanding of the Fund or take any other measures not prohibited by the 1940            Act in order to maintain the Fund’s net asset value per share at a constant            dollar amount. The Current Articles do not contain a similar provision.

**Other Changes**

**Determination of Net Asset Value and Other Calculations.**The Revised Articles give the Directors broad discretion with respect to            the determination of net asset value and the declaration and payment of dividends and            distributions and other accounting determinations. The Current Articles have less            flexible provisions on these issues.

**Disclosure of Shareholder Holdings.**The            Revised Articles specifically require shareholders, upon demand, to disclose to the            Corporation information with respect to the direct and indirect ownership of shares in            order to comply with various laws or regulations, or as the Board may otherwise decide,            and that the Corporation is authorized to disclose share holdings when required by law            or as the Board may otherwise decide. The Current Articles do not contain a similar            provision. The expanded power will permit the Board to require such information when            the Board deems it to be in the best interests of a Fund and will assist the Board in            complying with, among other things, its market timing policies and applicable            anti-money laundering regulations.

**Consent of Shareholders (Less than Unanimous).**The Revised Articles provide that shareholders may take action by            delivering a consent, in writing or by electronic transmission, of the shareholders            entitled to cast not less than the minimum number of votes that would be necessary to            authorize or take the action at a shareholders’ meeting. Because the Current            Articles do not contain a similar provision, Maryland law requires unanimous consent            when shareholders act without a formal meeting. The change in the Revised Articles will            give the Board additional flexibility to obtain a shareholder consent in situations in            which a few shareholders have a sufficient number of votes to approve a particular            action. This would allow the Corporation or a Fund to avoid the time and expense of a            shareholder meeting if the outcome is certain.

**Appraisal Rights.**The Revised Articles            provide that shareholders of a Fund or any of its classes will not be entitled to            exercise appraisal rights provided under Maryland corporate law. Maryland corporate law            was recently amended to provide that a Maryland corporation’s charter may            eliminate appraisal rights for shareholders. The Current Articles do not contain a            similar provision. Regardless of whether the charter includes a provision eliminating            appraisal rights, shareholders of open-end investment companies like the Corporation            may not exercise appraisal rights where the value placed on the stock in the            transaction is its net asset value.

**Derivative Actions.**The Revised Articles            state that shareholders of a particular Fund or class of a Fund are not permitted to            participate in a derivative or class action on behalf of another Fund or class thereof            or the shareholders of another Fund or class thereof . The Current Articles do not            contain a similar provision.

**Payments to Shareholders.**The Revised            Articles provide that the composition of any dividend, distribution, payment for shares            redeemed or payment upon liquidation, termination or dissolution (e.g., cash,            securities and/or other assets) will be determined by the Corporation in its sole            discretion and may be different among shareholders (including differences among            shareholders in the same Fund or class of a Fund). The Current Articles have less            flexible provisions on these issues.

**Related Party Transactions.**The Revised            Articles provide that, subject to the 1940 Act and Maryland corporate law, the            Corporation may engage in certain principal transactions, such as purchases and sales            of securities, with a director or officer, or an entity in which a director or officer            has an interest. (The 1940 Act generally prohibits principal transactions involving            directors and officers). The Revised Articles also provide that, subject to the 1940            Act and Maryland corporate law, the Corporation may employ any director or officer, or            an entity in which a director or officer has an interest, as broker, legal counsel,            registrar, transfer agent, dividend disbursing agent or custodian upon customary terms.            Under

Maryland corporate law, transactions between a corporation, such as the            Corporation, and its directors or entities in which the directors have an interest are            not void or voidable if (i) the relationship is disclosed and is approved by            (A) a majority of the disinterested directors or (B) a majority of the            disinterested stockholders or (ii) the contract or transaction is fair or            reasonable to the corporation. The Current Articles do not contain a similar            provision.

**Required Vote**

All of the Funds and share classes within the Corporation will vote            together on the Revised Articles, as a single class. Approval of the Revised Articles            requires the vote of a majority of the votes of the Corporation entitled to be cast at            the Meeting. If the shareholders of the Corporation fail to approve the Revised            Articles, the Current Articles will remain in effect for the Corporation. The table            below shows which Funds are series of the Corporation.

 

| **Corporation**        | **Funds**                                                                                                                                                        |
|------------------------|------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| DWS Value Series, Inc. | DWS Dreman Concentrated Value Fund

DWS Dreman High Return Equity Fund

DWS Dreman Mid Cap Value Fund

DWS Dreman Small Cap Value Fund

DWS Large Cap Value Fund |

 

**Board Recommendation**

The Board of your Fund believes that approval of the Revised Articles is            in the best interests of your Fund.**Accordingly, the Board            unanimously recommends that shareholders vote FOR            Proposal** **IV.C.**

**PROPOSAL** **V**

**APPROVAL OF THE SUB-ADVISORY AGREEMENT BETWEEN DIMA AND            DEAMI**

**(DWS Balanced Fund)**

As part of DIMA’s ongoing efforts to more effectively utilize its            global investment organization and global investment management expertise, DIMA            recently recommended to the Board, and the Board approved, a sub-advisory agreement            between DIMA and DeAMi with respect to the Fund (the “Sub-Advisory            Agreement”). DIMA recommended DeAMi as sub-advisor to allow for the transitioning            of portfolio management of a portion of the large cap value allocation of the Fund to DeAMi. A            discussion of the Board’s considerations for DeAMi is provided below in the            description of its approval of the Sub-Advisory Agreement. The Sub-Advisory Agreement,            pursuant to which DeAMi will provide investment advisory services in connection with            the management of the Fund, is being submitted to shareholders for approval as required            by the 1940 Act. The form of the Sub-Advisory Agreement is attached hereto as            Exhibit P. A description of the Sub-Advisory Agreement is set forth below and is            qualified in its entirety by reference to Exhibit P.

Upon shareholder approval of the proposed Sub-Advisory Agreement, the            responsibility for portfolio management of a portion of the large cap value allocation of the Fund will            be transitioned to an investment manager located in Germany. Information about the            portfolio manager who will handle a portion of the large cap value allocation of the Fund is provided            in Exhibit R.

Under the Sub-Advisory Agreement, DIMA will be responsible for paying            DeAMi a sub-advisory fee at a rate based on the average daily net assets of the portion            of the Fund’s assets allocated to DeAMi in accordance with the following            schedule:

             

| **Assets Under                                Management managed by DeAMi****(in Euros)** | **Sub-Advisory                                Fee****(as a % of****average daily net assets)** |
|-------------------------------------------------------------------------------------------|------------------------------------------------------------------------------------------------|
| €0 – €250 million                                                         | 0.300%                                                                                         |
| €250 million – €500                            million                    | 0.200%                                                                                         |
| €500 million – €1 billion                                                 | 0.120%                                                                                         |
| €1 billion – €2.5 billion                                                 | 0.080%                                                                                         |
| €2.5 billion – €5 billion                                                 | 0.055%                                                                                         |
| €5 billion – €25 billion                                                  | 0.035%                                                                                         |
| €25 billion – €50 billion                                                 | 0.025%                                                                                         |
| over €50 billion                                                                     | 0.015%                                                                                         |

 

Sub-advisory fees payable under the Sub-Advisory Agreement will be paid            by DIMA and will have no effect on investment management fees paid by the Fund to DIMA            pursuant to the investment management agreement.

The Sub-Advisory Agreement as unanimously approved by the Board is now            being submitted for approval by the shareholders of the Fund. If it is approved by            shareholders, the Sub-Advisory Agreement would continue in effect until            September 30, 2008, and will continue from year to year thereafter, subject to            approval annually by the Board or by a vote of a “majority of the outstanding            voting securities” of the Fund, and also, in either event, approval by a majority            of the Board’s Independent Trustees at a meeting called for the purpose of voting            on such approval. If the shareholders of the Fund should fail to approve the            Sub-Advisory Agreement, the Board will take such action, if any, as it considers to be            in the best interests of the Fund.

**Description of the Sub-Advisory Agreement**

Under the Sub-Advisory Agreement, DeAMi will manage all of the            securities and other assets of the Fund entrusted to it by DIMA, including the            purchase, retention and disposition of assets in accordance with the Fund’s            investment objective, policies and restrictions as stated in the Fund’s            prospectus, statement of additional information and investment guidelines. DIMA is            responsible for supervising and overseeing DeAMi’s performance of its duties            under the Sub-Advisory Agreement. The sub-advisory fee payable under the Sub-Advisory            Agreement is paid by DIMA, not the Fund. Under the Sub-Advisory Agreement, DeAMi will            be paid by DIMA at a rate based on the average daily net assets of the portion of the            Fund’s assets allocated to DeAMi in accordance with the above            schedule.

The Sub-Advisory Agreement provides that DeAMi shall not be liable for            any error of judgment or mistake of law or for any loss suffered by the Fund in            connection with the matters to which the Sub-Advisory Agreement relates, except a loss            resulting from willful misconduct, bad faith or gross negligence on the part of DeAMi            in the performance of its duties or from reckless disregard by DeAMi of its obligations            and duties under the Sub-Advisory Agreement.

The Sub-Advisory Agreement will become effective upon shareholder            approval, and will remain effective until September 30, 2008 and from year to year            thereafter, but only as long as such continuance is specifically approved at least            annually in the manner required by the 1940 Act. The Sub-Advisory Agreement will            automatically terminate in the event of its assignment or in the event of the            termination of the investment management agreement. In addition, DIMA may terminate the            Sub-Advisory Agreement upon immediate notice if DeAMi becomes statutorily disqualified            from performing its duties under the Sub-Advisory Agreement or otherwise is legally            prohibited from operating as an investment adviser. The Sub-Advisory Agreement may be            terminated without penalty at any time (a) by the Board, or by vote of a majority            of the outstanding voting shares of the Fund on 60 days’ written notice to DIMA            and DeAMi, (b) by DIMA on 60 days’ written notice to DeAMi, or (c) by            DeAMi upon 90 days’ written notice to DIMA.

**Board Considerations of the Sub-Advisory Agreement**

The Board, including the Independent Trustees, approved the Sub-Advisory            Agreement between DIMA and DeAMi at a meeting held on November 14, 2007. As part            of its review process, the Board requested and evaluated all information it deemed            reasonably necessary to evaluate the Sub-Advisory Agreement. In connection with the            approval of the Sub-Advisory Agreement, the Board considered the factors described            below, among others.

**Nature, Quality and Extent of Services.**The            Board considered the nature, quality and extent of services to be provided under the            Sub-Advisory Agreement. The Board noted that the Sub-Advisory Agreement was being            recommended by DIMA to allow for the transitioning of portfolio management of a portion of the large            cap value allocation of the Fund to DeAMi. The Board considered the background and            qualifications of its personnel, noting that it had recently approved new sub-advisory            agreements for two other DWS Funds between DIMA and DeAMi. The Board noted that these            other Funds are large cap value funds and that their performance has been positive            since DeAMi was appointed subadviser. The Board noted that it had previously met with            and received a presentation from Dr. Thomas Schuessler, the proposed new portfolio            manager for the Fund, and noted its previous consideration of Dr. Schuessler’s            investment philosophy and stock selection process. The Board considered the            organization of DeAMi and also reviewed DeAMi’s compliance program.

On the basis of its evaluation of all the information presented, the            Board concluded that the nature, quality and extent of services to be provided by DeAMi            is expected to be satisfactory.

**Fees; Profitability and Economies of Scale.**The Board considered the sub-advisory fee structure under the            Sub-Advisory Agreement and how it related to the overall management fee structure of            the Fund, noting that the overall investment management fees will not change. The Board            noted that DeAMi did not provide an estimate of profitability in connection with the            management of the Fund, but noted that DIMA compensates DeAMi from its fees.

As part of its approval of the investment management agreement with            DIMA, the Board considered whether there will be economies of scale with respect to the            overall fee structure of the Fund and whether the Fund will benefit from any economies            of scale. The Board noted that the investment management agreement with DIMA included            seven breakpoints and concluded that the overall structure was designed to share            economies of scale with shareholders.

**Other Benefits to DeAMi.**The Board also            considered the character and amount of other incidental benefits received by DeAMi and            its affiliates (including DIMA). The Board noted that under the current soft dollar            policies, DeAMi may not use Fund brokerage transactions to pay for research services            generated by parties other than the executing broker-dealer (“third-party            research”), although, they may obtain proprietary research prepared by an            executing broker-dealer in connection with a transaction through that broker-dealer.            The Board, however, may in the future, permit DeAMi to allocate brokerage to acquire            third-party research. The Board concluded that the sub-advisory fees were reasonable in            light of these fallout benefits.

Based on all of the information considered and the conclusions reached,            the Board (including a majority of the Independent Board Members) determined that the            terms of the Sub-Advisory Agreement are fair and reasonable and that the approval of            the Sub-Advisory Agreement is in the best interests of the Fund. No single factor was            determinative in the Board’s analysis.

**Information about DeAMi.**DeAMi, with            headquarters at Mainzer Landstrasse 178-190, Frankfurt am Main, Germany, provides a            full range of investment advisory services to institutional and retail clients, and is            registered as an investment advisor with the SEC. As of [(August 31, 2007], DeAMi            managed more than [$40 billion] in assets. DeAMi is an indirect wholly owned subsidiary            of Deutsche Bank.

The principal occupations of each director and principal executive            officer of DeAMi are set forth in the table below. The principal business address of            each director and principal executive officer, as it relates to his or her duties at            DeAMi, is Mainzer Landstrasse 178-190, Frankfurt am Main, Germany, 60327. No Board            Members or officers of the Fund are employees, officers, directors or shareholders of            DeAMi.

             

| **Name**          | **Position**      | **Principal                                Occupation**                                                                                                                                                                            |
|-------------------|-------------------|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| Marcus Goering    | Managing Director | Managing Director of Deutsche Asset Management and                            Deutsche Asset Management International                                                                                                              |
| Hans-Peter Roemer | Managing Director | Head of European Institutional Business and Head of                            Executive Board of Deutsche Asset Management International                                                                                          |
| Peter Kerger      | Managing Director | Head of Institutional Distribution for Deutsche Asset                            Management, Managing Director of Deutsche Asset Management Investment                            GmbH and Deutsche Asset Management International |
| Georg Schuh       | Managing Director | CIO and Managing Director of Deutsche Asset                            Management International                                                                                                                                    |

 

 

| Klaus Kaldemorgen | Managing Director                     | Global Head of Equities and Member of the Asset                            Management Global Operating Committee for Deutsche Asset Management;                            Managing Director of Deutsche Asset Management International |
|-------------------|---------------------------------------|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| Ralph Ring        | Director and Chief Compliance Officer | Head of Compliance with Deutsche Asset Management                            Germany                                                                                                                                                    |

 

Exhibit Q sets forth the fees and other information regarding a            U.S. registered investment company sub-advised by DeAMi that has similar investment            objectives to the Fund.

**Brokerage Commissions on Fund Transactions.**The policy of DeAMi in placing orders for the purchase and sale of            securities for the Fund 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 financial condition of            the broker-dealer; and whether the broker-dealer has the infrastructure and operational            capabilities to execute and settle the trade. DeAMi 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 Fund to            reported commissions paid by others. DeAMi routinely reviews commission rates,            execution and settlement services performed and makes internal and external            comparisons.

Commission rates on transactions in equity securities on U.S. 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 DeAMi with the principal            market makers for these securities unless DeAMi 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 Fund to their customers. However, DeAMi does not consider sales of shares of the            Fund as a factor in the selection of broker-dealers to execute portfolio transactions            for the Fund and, accordingly, has implemented policies and procedures reasonably            designed to prevent its traders from considering sales of shares of the Fund as a            factor in the selection of broker-dealers to execute portfolio transactions for the            Fund.

DeAMi is permitted by Section 28(e) of the Securities Exchange Act            of 1934, as amended (“1934 Act”), when placing portfolio transactions for            the 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 DeAMi determines that such commissions are            reasonable in relation to the overall services provided. DeAMi 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 DeAMi. Consistent with            DeAMi’s policy regarding best execution, where more than one broker is believed            to be capable of providing best execution for a particular trade, DeAMi 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 Fund and to DeAMi, it is the opinion of DeAMi            that such information only supplements its own research effort since the information            must still be analyzed, weighed and reviewed by DeAMi’s staff. To the extent            that

research services of value are received by DeAMi, DeAMi may avoid            expenses that it might otherwise incur. Research and brokerage services received from a            broker-dealer may be useful to DeAMi in providing services to clients other than the            fund making the trade, and not all such information is used by DeAMi in connection with            such fund. Conversely, such information provided to DeAMi by broker-dealers through            which other clients of DeAMi effect securities transactions may be useful to DeAMi in            providing services to the 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.

DeAMi 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 DeAMi to facilitate trading activity with those            broker-dealers.

At the discretion of DIMA, DeAMi may execute transactions with            broker-dealers for the Fund in order to obtain research from such broker-dealers that            is prepared by third parties (“third party research”). DeAMi may use            brokerage commissions to obtain certain brokerage product or service 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, DeAMi will make a good faith judgment            to evaluate the various benefits and uses to which they intend to put the mixed used            product or service and will pay for that portion of the mixed use product or service            that they reasonably believe does not qualify as research and brokerage services with            their own resources (referred to as hard dollars).

Investment decisions for the Fund and for other investment accounts            managed by DeAMi 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,            DeAMi may aggregate the securities to be sold or purchased for the Fund 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 Fund, in other cases it is believed that the ability            to engage in volume transactions will be beneficial to the Fund.

Deutsche Bank AG or one of its affiliates may act as a broker for the            Fund and receive brokerage commissions or other transaction-related compensation from            the Fund in the purchase and sale of securities, options or futures contracts when, in            the judgment of DeAMi, and in accordance with procedures approved by the 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 Fund a rate consistent with that charged to comparable unaffiliated            customers in similar transactions.

**Required Vote**

Approval of the Sub-Advisory Agreement requires the affirmative vote of            the lesser of (A) 67% or more of the Fund’s outstanding shares present at            the Meeting, in person or by proxy, if more than 50% of the Fund’s outstanding            shares are present at the Meeting or represented by proxy; or (B) more than 50% of            the Fund’s outstanding shares.

**Recommendation of the Board**

The Board of your Fund believes that the approval of the Sub-Advisory            Agreement between DIMA and DeAMi is in the best interests of your Fund.**Accordingly, the Board unanimously recommends that shareholders vote            FOR the approval of the Sub-Advisory Agreement as set forth in            Proposal** **V.**

**ADDITIONAL INFORMATION**

**Proxy Costs.**The Funds will pay the costs            of preparing, printing and mailing the enclosed Proxy Card and Proxy Statement and all            other costs incurred in connection with the solicitation of proxies, including any            additional solicitation made by letter, telephone or telegraph for each Fund, which is            estimated to be $______________ in the aggregate. However, DIMA has agreed to pay or            reimburse the Funds for 10% of the aggregate proxy costs. See Exhibit K for the            costs borne by each Fund.

**Voting Power.**For each Company and for each            Fund, each whole share is entitled to one vote and each fractional share is entitled to            a proportionate fractional vote.

**Quorum and Required Vote.**Proxies are being            solicited from your Fund’s shareholders by your Fund’s Board for the            Meeting. Unless revoked, all valid proxies will be voted in accordance with the            specification thereon or, in the absence of specification, in the case of            Proposal I, FOR election of all nominees and, in the case of all other Proposals,            FOR approval of the Proposal. The specific voting requirement to approve each Proposal            is discussed in the applicable Proposal. For each Company and for each Fund, except DWS            Value Series, Inc. and DWS Equity Trust and their respective Funds, the presence at the            Meeting of thirty percent of the shares of such Company or such Fund, respectively,            outstanding and entitled to vote at the Meeting constitutes a quorum for the Meeting.            For DWS Value Series, Inc. and DWS Equity Trust and for each of their respective Funds,            the presence at the Meeting of one-third of the shares of either Company or their            Funds, respectively, outstanding and entitled to vote at the Meeting constitutes a            quorum for the Meeting.

**Record Date and Method of Tabulation.**Shareholders of record at the close of business on [Record Date],            2008 (the “Record Date”) are entitled to notice of, and to vote at, the            Meeting. The number of shares of each class of each Fund that were issued and            outstanding as of December 10, 2007 are set forth in Exhibit L to this Proxy            Statement.

Votes cast by proxy or in person at the Meeting will be counted by            persons appointed by the Funds as tellers for the Meeting. The tellers will count the            total number of votes cast “for” approval of a Proposal for purposes of            determining whether sufficient affirmative votes have been cast. For Proposal I,            shareholders will vote by individual Fund, except for the series of DWS Equity Trust            and DWS Value Series, Inc., which will each vote together with the other series of its            Company as one class. For Proposals II.A, II.B, III, IV.A and V, shareholders will vote            by individual Fund. For Proposals IV.B and IV.C, shareholders of each Company will vote            together as one class.

The tellers will count shares represented by proxies that reflect            abstentions and “broker non-votes” (i.e., shares held by brokers or            nominees as to which (i) instructions have not been received from the beneficial            owners or the persons entitled to vote, and (ii) the broker or nominee does not            have the discretionary voting power on a particular matter) as shares that are present            and entitled to vote on the matter for purposes of determining the presence of a            quorum. Abstentions will have no effect on Proposal I and will have the effect of            a negative vote on Proposals II.A, II.B, III, IV.A, IV.B, IV.C and V.            “Broker non-votes” will have no effect on Proposal I and will have the            effect of a negative vote on Proposals II.A, II.B, III, IV.A, IV.B, IV.C and V.            Accordingly, shareholders are urged to forward their voting instructions            promptly.

**Deutsche Bank Voting.**Deutsche Bank Trust            Company Americas (“Deutsche Bank Trust”) will vote any shares in accounts            as to which Deutsche Bank Trust has voting authority, and shares in any other accounts            as to which Deutsche Bank Trust is the agent of record, which are not otherwise            represented in person or by proxy at the Meeting. Deutsche Bank Trust will vote shares            of the Funds over which it has investment discretion in accord with its fiduciary and            other legal obligations, and in its discretion may consult with the beneficial owners            or other fiduciaries. Deutsche Bank Trust will vote shares of the Funds

for            which it is the owner of record but does not have investment discretion, which are not            otherwise represented in person or by proxy at the Meeting, in the same proportion as            the votes cast by holders of all shares in the Funds otherwise represented at the            Meeting. This practice is commonly referred to as “mirror” or            “echo” voting. Deutsche Bank and its affiliates will vote any shares held            in proprietary accounts in accordance with their voting procedures.

**Share Ownership.**Exhibit M to this            Proxy Statement sets forth information as of December 10, 2007 regarding the            ownership of the Funds’ shares by the only persons known by the Funds to own more            than 5% of the outstanding shares of a class of any Fund. Collectively, the Board            Members and executive officers of each Fund and each nominee own less than 1% of such            Fund’s outstanding shares. The number of shares beneficially owned is determined            under rules of the Commission, and the information is not necessarily indicative of            beneficial ownership for any other purpose.

**Solicitation of Proxies.**In addition to            solicitations made by mail, solicitations also may be made by telephone, through the            Internet or in person by officers or employees of the Funds and by certain financial            services firms and their representatives, who will receive no extra compensation for            their services. D.F. King & Co. has been engaged to assist in the solicitation of            proxies for the Funds at an estimated aggregate cost of $_____. However, the exact cost            will depend on the amount and types of services rendered. If the Funds record votes by            telephone or through the Internet, they will use procedures designed to authenticate            shareholders’ identities, to allow shareholders to authorize the voting of their            shares in accordance with their instructions and to allow shareholders to confirm that            their instructions have been recorded properly.

In all cases in which a telephonic proxy is solicited, the D.F. King            & Co. representative is required to ask for each shareholder’s full name and            address and to confirm that the shareholder has received the proxy materials in the            mail. If the shareholder is a corporation or other entity, the D.F. King & Co.            representative is required to ask for the person’s title and for confirmation            that the person is authorized to direct the voting of the shares. If the information            solicited agrees with the information provided to D.F. King & Co., then the D.F.            King & Co. representative has the responsibility to explain the process, to read            the Proposals listed on the Proxy Card and to ask for the shareholder’s            instructions on each Proposal. Although the D.F. King & Co. representative is            permitted to answer questions about the process, he or she is not permitted to            recommend to the shareholder how to vote, other than to read any recommendation set            forth in this Proxy Statement. D.F. King & Co. will record the shareholder’s            instructions on the Proxy Card. Within [72] hours, the shareholder will be sent a            letter or mailgram that confirms his or her vote and that asks the shareholder to call            1-800-714-3305 immediately if his or her instructions are reflected incorrectly in the            confirmation.

Please see the instructions on your Proxy Card for telephone touch-tone            voting and Internet voting. Shareholders will have an opportunity to review their            voting instructions and to make any necessary changes before submitting their voting            instructions and terminating their telephone call or Internet link. Shareholders who            vote through the Internet, in addition to confirming their voting instructions prior to            submission, will also receive an e-mail confirming their instructions upon            request.

If a shareholder wishes to participate in the Meeting, but does not wish            to give a proxy by telephone or via the Internet, the shareholder still may submit the            Proxy Card originally sent with the Proxy Statement or attend the Meeting in person.            Should shareholders require additional information regarding the proxy or a replacement            Proxy Card, they may contact D.F. King & Co. toll-free at 1-800-714-3305. Any proxy            given by a shareholder is revocable until voted at the Meeting.

As the Meeting date approaches, certain shareholders of a Fund may            receive a telephone call from a representative of D.F. King & Co. if their votes            have not yet been received.

Persons holding shares as nominees will, upon request, be reimbursed for            their reasonable expenses in soliciting instructions from their principals. Except as            noted above, the Funds will pay the costs of solicitation, including (a) the            printing and mailing of this Proxy Statement and the accompanying materials,            (b) the reimbursement of brokerage firms and others for their expenses in            forwarding solicitation materials to the beneficial owners of the Funds’ shares,            (c) payment to D.F. King & Co. for its services in soliciting proxies and            (d) supplementary solicitations to submit proxies.

**Revocation of Proxies.**Proxies, including            proxies given by telephone or via the Internet, may be revoked at any time before they            are voted either (i) by a written revocation received by the Secretary of the            applicable Fund at Two International Place, Boston, MA 02110, (ii) by properly            submitting a later-dated Proxy Card that is received by the Fund at or prior to the            Meeting or (iii) by attending the Meeting and voting in person. Merely attending            the Meeting without voting, however, will not revoke a proxy previously            given.

**Adjournment.**If sufficient votes in favor            of a Proposal are not received by the time scheduled for the Meeting, the persons named            as proxies may propose adjournments of the Meeting with respect to such Proposal in            order to permit further solicitation of proxies. With respect to Funds that are series            of the Corporation, such adjournment may not extend beyond a date 120 days after the            Record Date.

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

**Information Concerning Independent Registered Public Accounting            Firms.**The Board has selected Ernst & Young LLP            (“E&Y”) as the independent registered public accounting firm for each            Fund for the current fiscal year.

Representatives of E&Y are not expected to be present at the Meeting            but have been given the opportunity to make a statement if they so desire and will be            available should any matter arise requiring their presence.

The following table shows fees billed by E&Y to each Fund during the            two most recent fiscal years: (i) for audit and non-audit services provided to the            Fund, and (ii) for engagements pre-approved by the Audit Committee for non-audit            services for DIMA and certain entities controlling, controlled by, or under common            control with DIMA that provide ongoing services to the Funds (collectively, the            “DIMA Entities”), which engagements relate directly to the operations and            financial reporting of the Funds. The Audit Committee of the Board has reviewed whether            the receipt by E&Y of non-audit fees from the Fund, DIMA and all DIMA Entities is            compatible with maintaining their independence.

 

|                                                              | **Audit                                Fees(1)** | **Audit Related                                Fees(2)** | **Tax                                Fees(3)**   | **All Other                                Fees(4)** |
|-------------------------------------------------------------------|--------------------------------------------------|----------------------------------------------------------|--------------------------------------------------|------------------------------------------------------|
| **Name of                                Fund**                   | **Fund**                                         | **Fund**                                                 | **DeAM                                Entities** | **Fund**                                             | **DeAM                                Entities** | **Fund** | **DeAM                                Entities** |
| **DWS Equity Trust**                                              |                                             |                                                     |                                             |                                                 |   |   |   |
| DWS Alternative Asset Allocation Plus Fund                        |                                             |                                                     |                                             |                                                 |   |   |   |
| 2006                                                              | N/A                                              | N/A                                                      | N/A                                              | N/A                                                  | N/A | N/A | N/A |
| 2007                                                              | N/A                                              | N/A                                                      | N/A                                              | N/A                                                  | N/A | N/A | N/A |
| DWS Core Plus                            Allocation Fund          |                                             |                                                     |                                             |                                                 |   |   |   |
| 2006                                                              | N/A                                              | N/A                                                      | $170,000                                         | N/A                                                  | $325,304 | N/A | — |
| 2007                                                              | $31,794                                          | —                                                  | $262,000                                         | $4,336                                               | $466,614 | — | — |
| DWS Disciplined                            Long/Short Growth Fund |                                             |                                                     |                                             |                                                 |   |   |   |
| 2006                                                              | N/A                                              | N/A                                                      | $169,000                                         | N/A                                                  | $386,824 | N/A | — |

 

 

| 2007                                                             | $19,125 | — | $330,000 | $3,375  | $466,614 | — | — |
|------------------------------------------------------------------|---------|---------|----------|---------|----------|---------|---------|
| DWS Disciplined                            Long/Short Value Fund |    |    |     |    |     |    |    |
| 2006                                                             | N/A     | N/A     | $169,000 | N/A     | $386,824 | N/A     | — |
| 2007                                                             | $19,125 | — | $330,000 | $3,375  | $466,614 | — | — |
| DWS Disciplined Market Neutral Fund                              |    |    |     |    |     |    |    |
| 2006                                                             | N/A     | — | $182,000 | N/A     | N/A      | N/A     | N/A     |
| 2007                                                             | $31,816 | — | $250,000 | $4,339  | $486,614 | — | — |
| **DWS Balanced Fund**                                            |    |    |     |    |     |    |    |
| DWS Balanced                            Fund                     |    |    |     |    |     |    |    |
| 2005                                                             | $54,517 | — | $406,000 | $ 7,434 | $ 70,570 | — | — |
| 2006                                                             | $55,170 | — | $ 80,000 | $ 7,523 | $316,254 | — | — |
| **DWS Blue Chip Fund**                                           |    |    |     |    |     |    |    |
| DWS Blue Chip                            Fund                    |    |    |     |    |     |    |    |
| 2005                                                             | $46,064 | — | $406,000 | $ 6,282 | $ 70,570 | — | — |
| 2006                                                             | $46,564 | — | $ 80,000 | $ 6,350 | $316,254 | — | — |
| **DWS State Tax-Free Income Series**                             |    |    |     |    |     |    |    |
| DWS California                            Tax-Free Income Fund   |    |    |     |    |     |    |    |
| 2006                                                             | $46,972 | — | $182,000 | $ 6,367 | $316,254 | — | — |
| 2007                                                             | $49,880 | — | $250,000 | $ 6,665 | $486,614 | — | — |
| DWS New York Tax-Free                            Income Fund     |    |    |     |    |     |    |    |
| 2006                                                             | $44,478 | — | $182,000 | $ 6,027 | $316,254 | — | — |
| 2007                                                             | $46,742 | — | $250,000 | $ 6,374 | $486,614 | — | — |
| **DWS Value Series, Inc.**                                       |    |    |     |    |     |    |    |
| DWS Dreman                            Concentrated Value Fund    |    |    |     |    |     |    |    |
| 2005                                                             | $19,125 | — | $406,000 | $ 3,375 | $ 70,570 | — | — |
| 2006                                                             | $36,410 | — | $ 80,000 | $ 4,965 | $316,254 | — | — |
| DWS Dreman High Return                            Equity Fund    |    |    |     |    |     |    |    |
| 2005                                                             | $76,200 | — | $406,000 | $10,394 | $ 70,570 | — | — |
| 2006                                                             | $79,264 | — | $ 80,000 | $10,809 | $316,254 | — | — |
| DWS Dreman Mid Cap                            Value Fund         |    |    |     |    |     |    |    |
| 2005                                                             | $19,125 | — | $406,000 | $ 3,375 | $ 70,570 | — | — |
| 2006                                                             | $37,304 | — | $ 80,000 | $ 5,087 | $316,254 | — | — |
| DWS Dreman Small Cap                            Value Fund       |    |    |     |    |     |    |    |
| 2005                                                             | $48,141 | — | $406,000 | $ 6,565 | $ 70,570 | — | — |
| 2006                                                             | $50,364 | — | $ 80,000 | $ 6,868 | $316,254 | — | — |
| DWS Large Cap Value                            Fund              |    |    |     |    |     |    |    |
| 2005                                                             | $55,227 | — | $406,000 | $ 7,531 | $ 70,570 | — | — |
| 2006                                                             | $54,762 | — | $ 80,000 | $ 7,468 | $316,254 | — | — |
| **DWS High Income Series**                                       |    |    |     |    |     |    |    |
| DWS High Income                            Fund                  |    |    |     |    |     |    |    |
| 2005                                                             | $65,063 | — | $406,000 | $ 8,872 | $ 70,570 | — | — |
| 2006                                                             | $63,213 | — | $ 80,000 | $ 8,620 | $316,254 | — | — |
| **DWS Strategic Income Fund**                                    |    |    |     |    |     |    |    |
| DWS Strategic Income                            Fund             |    |    |     |    |     |    |    |
| 2005                                                             | $53,667 | — | $406,000 | $ 7,318 | $ 70,570 | — | — |
| 2006                                                             | $54,443 | — | $ 80,000 | $ 7,424 | $316,254 | — | — |
| **DWS Target Fund**                                              |    |    |     |    |     |    |    |
| DWS LifeCompass                            Protect Fund          |    |    |     |    |     |    |    |
| 2006                                                             | N/A     | N/A     | N/A      | N/A     | N/A      | N/A     | N/A     |
| 2007                                                             | N/A     | N/A     | N/A      | N/A     | N/A      | N/A     | N/A     |
| DWS LifeCompass Income                            Fund           |    |    |     |    |     |    |    |
| 2006                                                             | N/A     | N/A     | N/A      | N/A     | N/A      | N/A     | N/A     |
| 2007                                                             | N/A     | N/A     | N/A      | N/A     | N/A      | N/A     | N/A     |
| DWS Target 2008                            Fund                  |    |    |     |    |     |    |    |
| 2006                                                             | $30,744 | — | $170,000 | $ 4,158 | $325,304 | — | — |
| 2007                                                             | $32,299 | — | $262,000 | $ 4,404 | $466,614 | — | — |
| DWS Target 2010                            Fund                  |    |    |     |    |     |    |    |
| 2006                                                             | $30,924 | — | $170,000 | $ 4,179 | $325,304 | — | — |
| 2007                                                             | $32,428 | — | $262,000 | $ 4,422 | $466,614 | — | — |
| DWS Target 2011                            Fund                  |    |    |     |    |     |    |    |
| 2006                                                             | $31,074 | — | $170,000 | $ 4,199 | $325,304 | — | — |
| 2007                                                             | $32,556 | — | $262,000 | $ 4,440 | $466,614 | — | — |
| DWS Target 2012                            Fund                  |    |    |     |    |     |    |    |
| 2006                                                             | $30,984 | — | $170,000 | $ 4,187 | $325,304 | — | — |
| 2007                                                             | $32,482 | — | $262,000 | $ 4,429 | $466,614 | — | — |
| DWS Target 2013                            Fund                  |    |    |     |    |     |    |    |
| 2006                                                             | $30,900 | — | $170,000 | $ 4,176 | $325,304 | — | — |
| 2007                                                             | $32,402 | — | $262,000 | $ 4,419 | $466,614 | — | — |
| DWS Target 2014                            Fund                  |    |    |     |    |     |    |    |
| 2006                                                             | $30,903 | — | $170,000 | $ 4,176 | $325,304 | — | — |
| 2007                                                             | $32,407 | — | $262,000 | $ 4,419 | $466,614 | — | — |
| **DWS Technology Fund**                                          |    |    |     |    |     |    |    |
| DWS Technology                            Fund                   |    |    |     |    |     |    |    |
| 2005                                                             | $62,107 | — | $406,000 | $ 8,469 | $ 70,570 | — | — |
| 2006                                                             | $60,949 | — | $ 80,000 | $ 8,311 | $316,254 | — | — |
| **DWS U.S. Government Securities Fund**                          |    |    |     |    |     |    |    |
| DWS U.S. Government                            Securities Fund   |    |    |     |    |     |    |    |
| 2005                                                             | $67,452 | — | $406,000 | $ 9,198 | $ 70,570 | — | — |
| 2006                                                             | $66,509 | — | $ 80,000 | $ 9,069 | $316,254 | — | — |

 

_____________

| (1) | “Audit Fees” are the aggregate fees billed                            for professional services for the audit of each Fund’s annual                            financial statements and services provided in connection with statutory                            and regulatory filings or engagements. |
|-----|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

| (2) | “Audit Related Fees” are the aggregate fees                            billed for assurance and related services reasonably related to the                            performance of the audit or review of financial statements and are not                            reported under “Audit Fees.” They were for services in                            connection with an assessment of internal controls and additional                            related procedures. |
|-----|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

| (3) | “Tax Fees” are the aggregate fees billed for                            professional services for tax advice, tax compliance and tax planning.                            Fees billed were for tax compliance and tax return                            preparation. |
|-----|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

| (4) | “All Other Fees” are the aggregate fees                            billed for products and services other than “Audit Fees,”                            “Audit Related Fees” and “Tax Fees.” |
|-----|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

 

*Audit Committee Pre-Approval Procedures.*Certain standard and/or anticipated audit and non-audit services that            may be performed for the Fund by the Fund’s independent registered public            accounting firm (“Fund Services”) and certain standard and/or anticipated            non-audit services to be performed by the Fund’s independent registered public            accounting firm for the DIMA Entities that relate directly to the operations and            financial reporting of the Fund (“Fund-Related Adviser Services”) have been            approved. Any (a) audit or non-audit services to be performed for the Fund by the            Fund’s independent registered public accounting firm that are not Fund Services            and (b) non-audit services to be performed by the Fund’s independent            registered public accounting firm for the DIMA Entities that relate directly to the            operations and financial reporting of the Fund that are not Fund-Related Adviser            Services are subject to the Audit Committee “Pre-Approval            Process.”

The Pre-Approval Process requires that any engagement of the            Fund’s independent registered public accounting firm for services described in            (a) or (b) above be requested in a writing that details the proposed engagement, which            writing should be addressed to the Audit Committee, with copies to DIMA,

and,            if time reasonably permits, included in the meeting materials for the Audit Committee            meeting at which such engagement will be discussed.

For pre-approval requests requiring an immediate response, the request            is delivered to the Audit Committee and the requesting party must follow such delivery            with a call to the Chair of the Audit Committee. The Chair of the Audit Committee may            approve or deny the request, or may call a special meeting of the Audit Committee to            consider the request. In the absence of the Chair of the Audit Committee, any Audit            Committee member may approve or deny the request.

The Audit Committee Pre-Approval Procedures must be reviewed and            approved at least annually by the Audit Committee.

*All Non-Audit Fees.*The table below shows            the aggregate non-audit fees billed by E&Y for services rendered to the Funds and            to the DIMA Entities for the two most recent fiscal years for each Fund.

 

| **Name of Fund**                                                  | **Non-Audit Fees** |
|-------------------------------------------------------------------|--------------------|
| **DWS Equity Trust**                                              |               |
| DWS Alternative Asset Allocation Plus Fund                        |               |
| 2006                                                              | N/A                |
| 2007                                                              | N/A                |
| DWS Core Plus                            Allocation Fund          |               |
| 2006                                                              | 518,300            |
| 2007                                                              | 1,319,326          |
| DWS Disciplined                            Long/Short Growth Fund |               |
| 2006                                                              | 535,406            |
| 2007                                                              | 1,225,375          |
| DWS Disciplined                            Long/Short Value Fund  |               |
| 2006                                                              | 535,406            |
| 2007                                                              | 1,225,375          |
| DWS Disciplined Market Neutral Fund                               |               |
| 2006                                                              | 510,763            |
| 2007                                                              | 1,519,326          |
| **DWS Balanced Fund**                                             |               |
| DWS Balanced                            Fund                      |               |
| 2005                                                              | 33,307             |
| 2006                                                              | 891,699            |
| **DWS Blue Chip Fund**                                            |               |
| DWS Blue Chip                            Fund                     |               |
| 2005                                                              | 33,307             |
| 2006                                                              | 891,699            |
| **DWS State Tax-Free Income Series**                              |               |
| DWS California                            Tax-Free Income Fund    |               |
| 2006                                                              | 510,763            |
| 2007                                                              | 1,519,326          |
| DWS New York Tax-Free                            Income Fund      |               |
| 2006                                                              | 510,763            |
| 2007                                                              | 1,519,326          |
| **DWS Value Series, Inc.**                                        |               |
| DWS Dreman Concentrated Value Fund                                |               |
| 2005                                                              | 40,586             |
| 2006                                                              | 948,620            |
| DWS Dreman High Return Equity Fund                                |               |
| 2005                                                              | 40,586             |

 

 

| 2006                                                       | 948,620   |
|------------------------------------------------------------|-----------|
| DWS Dreman Mid Cap                            Value Fund   |      |
| 2005                                                       | 40,586    |
| 2006                                                       | 948,620   |
| DWS Dreman Small Cap                            Value Fund |      |
| 2005                                                       | 40,586    |
| 2006                                                       | 948,620   |
| DWS Large Cap Value                            Fund        |      |
| 2005                                                       | 40,586    |
| 2006                                                       | 948,620   |
| **DWS High Income Series**                                 |      |
| DWS High Income                            Fund            |      |
| 2005                                                       | 24,643    |
| 2006                                                       | 545,763   |
| **DWS Strategic Income Fund**                              |      |
| DWS Strategic Income                            Fund       |      |
| 2005                                                       | 33,307    |
| 2006                                                       | 891,699   |
| **DWS Target Fund**                                        |      |
| DWS LifeCompass                            Protect Fund    |      |
| 2006                                                       | N/A       |
| 2007                                                       | N/A       |
| DWS LifeCompass Income                            Fund     |      |
| 2006                                                       | N/A       |
| 2007                                                       | N/A       |
| DWS Target 2008                            Fund            |      |
| 2006                                                       | 518,300   |
| 2007                                                       | 1,319,326 |
| DWS Target 2010                            Fund            |      |
| 2006                                                       | 518,300   |
| 2006                                                       | 1,319,326 |
| DWS Target 2011                            Fund            |      |
| 2006                                                       | 518,300   |
| 2007                                                       | 1,319,326 |
| DWS Target 2012                            Fund            |      |
| 2006                                                       | 518,300   |
| 2007                                                       | 1,319,326 |
| DWS Target 2013                            Fund            |      |
| 2006                                                       | 518,300   |
| 2007                                                       | 1,319,326 |
| DWS Target 2014                            Fund            |      |
| 2006                                                       | 518,300   |
| 2007                                                       | 1,319,326 |
| **DWS Technology Fund**                                    |      |
| DWS Technology Fund                                        |      |
| 2005                                                       | 33,307    |
| 2006                                                       | 891,699   |
| **DWS U.S. Government Securities Fund**                    |      |
| DWS U.S. Government Securities Fund                        |      |
| 2005                                                       | 33,307    |
| 2006                                                       | 891,699   |

 

**SUBMISSION OF SHAREHOLDER PROPOSALS**

The Funds do not hold regular shareholders’ meetings. Shareholders            wishing to submit proposals for inclusion in a proxy statement for a subsequent            shareholders’ meeting should send their written proposals to the Secretary of the            applicable Fund at the following address: Two International Place, Boston, MA            02110.

Proposals must be received at a reasonable time prior to the date of a            meeting of shareholders to be considered for inclusion in the materials for the            meeting; however, timely submission of a Proposal does not necessarily mean that such            proposal will be included in the associated proxy statement.

**OTHER MATTERS TO COME BEFORE THE MEETING**

No Board Member is aware of any matters that will be presented for            action at the Meeting other than the matters set forth therein. Should any other            matters requiring a vote of shareholders arise, the proxy in the accompanying form will            confer upon the person or persons entitled to vote the shares represented by such proxy            the discretionary authority to vote the shares as to any such other matters in            accordance with their best judgment in the interest of each Company and/or            Fund.

**SHAREHOLDERS' REQUEST FOR SPECIAL MEETING**

Meetings of shareholders of a Trust, except DWS Equity Trust, shall be            called by the Trustees or such other person or persons as specified in the By-laws of            such Trust upon the written request of the holders of 25% or more of the total number            of shares of such Trust then issued and outstanding and entitled to vote or 10% if the            purpose of the meeting is to determine if a Trustee is to be removed from office.            Meetings of shareholders of DWS Equity Trust shall be called by the president and            secretary of DWS Equity Trust upon the written request of the holders of 10% or more of            the total number of shares of the DWS Equity Trust then issued and outstanding and            entitled to vote. Meetings of shareholders of the Corporation shall be called at the            request in writing of the shareholders entitled to cast at least 25% of the votes            entitled to be cast at the meeting, provided that a majority of the votes entitled to            be cast at the meeting is required if the proposed matter to be acted on is            substantially the same as a matter voted on at any special meeting held during the            preceding twelve months.

**IF YOU HAVE ANY QUESTIONS CONCERNING THIS PROXY STATEMENT OR THE            PROCEDURES TO BE FOLLOWED TO EXECUTE AND TO DELIVER A PROXY CARD, PLEASE CONTACT D.F.            KING & CO. AT 1-800-714-3305.**

**SHAREHOLDERS WHO DO NOT EXPECT TO BE PRESENT AT THE MEETING AND WHO            WISH TO HAVE THEIR SHARES VOTED ARE REQUESTED TO DATE AND TO SIGN THE ENCLOSED PROXY            CARD AND TO RETURN IT IN THE ENCLOSED ENVELOPE, OR TO FOLLOW THE INSTRUCTIONS ON THE            ENCLOSED PROXY CARD FOR VOTING BY TELEPHONE OR THROUGH THE INTERNET.**

**EXHIBIT** **A**

**CHICAGO DWS FUNDS (AND ASSOCIATED COMPANIES)**

 

| **Current                                Trust/Corporation and Fund Name** |
|----------------------------------------------------------------------------|
| **DWS Equity Trust ***                                                     |
| DWS Alternative Asset                            Allocation Plus Fund      |
| DWS Core Plus                            Allocation Fund                   |
| DWS Disciplined                            Long/Short Growth Fund          |
| DWS Disciplined                            Long/Short Value Fund           |
| DWS Disciplined Market Neutral Fund

                                 |
| **DWS Balanced Fund ***                                                    |
| DWS Balanced Fund

                                                   |
| **DWS Blue Chip Fund ***                                                   |
| DWS Blue Chip Fund

                                                  |
| **DWS State Tax-Free Income Series ***                                     |
| DWS California                            Tax-Free Income Fund             |
| DWS New York Tax-Free Income Fund

                                   |
| **DWS Value Series, Inc. ***                                               |
| DWS Dreman                            Concentrated Value Fund              |
| DWS Dreman High Return                            Equity Fund              |
| DWS Dreman Mid Cap                            Value Fund                   |
| DWS Dreman Small Cap                            Value Fund                 |
| DWS Large Cap Value Fund

                                            |
| **DWS High Income Series ***                                               |
| DWS High Income Fund

                                                |
| **DWS Strategic Income Fund ***                                            |
| DWS Strategic Income Fund

                                           |
| **DWS Target Fund ***                                                      |
| DWS LifeCompass                            Protect Fund                    |
| DWS LifeCompass Income                            Fund                     |
| DWS Target 2008                            Fund                            |
| DWS Target 2010                            Fund                            |
| DWS Target 2011                            Fund                            |
| DWS Target 2012                            Fund                            |
| DWS Target 2013                            Fund                            |
| DWS Target 2014 Fund

                                                |
| **DWS Technology Fund ***                                                  |
| DWS Technology Fund

                                                 |
| **DWS U.S. Government Securities Fund                            ***       |
| DWS U.S. Government Securities Fund

                                 |
| **Cash Account Trust**                                                     |
| Government and Agency                            Securities Portfolio      |
| Money Market                            Portfolio                          |
| Tax-Exempt Portfolio

                                                |

 

| **DWS Money Funds**                                                            |
|--------------------------------------------------------------------------------|
| DWS Money Market Prime Series

                                           |
| **Investors Cash Trust**                                                       |
| Treasury Portfolio

                                                      |
| **Tax-Exempt California                            Money Market Fund**

  |
| **DWS Variable Series II**                                                     |
| DWS Balanced                            VIP                                    |
| DWS Blue Chip                            VIP                                   |
| DWS Conservative                            Allocation VIP                     |
| DWS Core Fixed Income                            VIP                           |
| DWS Davis Venture                            Value VIP                         |
| DWS Dreman High Return                            Equity VIP                   |
| DWS Dreman Small Mid                            Cap Value VIP                  |
| DWS Global Thematic                            VIP                             |
| DWS Government &                            Agency Securities VIP          |
| DWS Growth Allocation                            VIP                           |
| DWS High Income                            VIP                                 |
| DWS International                            Select Equity VIP                 |
| DWS Janus Growth &                            Income VIP                   |
| DWS Large Cap Value                            VIP                             |
| DWS Mid Cap Growth                            VIP                              |
| DWS Moderate                            Allocation VIP                         |
| DWS Money Market                            VIP                                |
| DWS Small Cap Growth                            VIP                            |
| DWS Strategic Income                            VIP                            |
| DWS Technology                            VIP                                  |
| DWS Turner Mid Cap                            Growth VIP                       |

 

_____________

*Denotes Funds covered by this proxy statement

**NEW YORK DWS FUNDS (AND ASSOCIATED COMPANIES)**

 

| **Current                                Trust/Corporation and Fund Name** |
|----------------------------------------------------------------------------|
| **CASH MANAGEMENT PORTFOLIO**

                                       |
| **CASH RESERVE FUND, INC.**                                                |
| Prime Series

                                                        |
| **DWS ADVISOR FUNDS**                                                      |
| DWS Core Fixed Income Fund                                                 |
| DWS High Income Plus Fund                                                  |
| DWS International Select Equity Fund                                       |
| DWS Lifecycle Long Range Fund                                              |
| DWS Micro Cap Fund                                                         |
| DWS Mid Cap Growth Fund                                                    |
| DWS RREEF Real Estate Securities Fund                                      |
| DWS RREEF Global Real Estate Securities Fund                               |
| DWS Short Duration Fund                                                    |
| DWS Short Duration Plus Fund                                               |
| DWS Short-Term Municipal Bond Fund                                         |
| DWS Small Cap Growth Fund                                                  |
| NY Tax Free Money Fund                                                     |
| Tax Free Money Fund Investment

                                      |
| **DWS COMMUNICATIONS FUND, INC.**

                                   |
| **DWS EQUITY PARTNERS FUND, INC.**

                                  |
| **DWS EQUITY 500 INDEX PORTFOLIO**

                                  |
| **DWS GLOBAL/INTERNATIONAL FUND, INC.**                                    |
| DWS Emerging Markets Fixed Income Fund                                     |
| DWS Global Bond Fund                                                       |
| DWS Global Opportunities Fund                                              |
| DWS Global Thematic Fund

                                            |
| **DWS                            INCOME TRUST**                            |
| DWS GNMA Fund

                                                       |
| **DWS INSTITUTIONAL FUNDS**                                                |
| Cash Management Fund Institutional                                         |
| Cash Reserves Fund Institutional                                           |
| Daily Assets Fund Institutional                                            |
| DWS Commodity Securities Fund                                              |
| DWS EAFE Equity Index Fund                                                 |
| DWS Equity 500 Index Fund                                                  |
| DWS Inflation Protected Plus Fund                                          |
| DWS U.S. Bond Index Fund

                                            |
| **DWS INTERNATIONAL FUND, INC.**                                           |
| DWS Emerging Markets Equity Fund                                           |
| DWS Europe Equity Fund                                                     |
| DWS International Fund                                                     |
| DWS International Value Opportunities Fund                                 |
| DWS Latin America Equity Fund

                                       |
| **DWS INVESTMENT TRUST**                                                   |
| DWS Capital Growth Fund                                                    |
| DWS Growth & Income Fund                                               |
| DWS Large Company Growth Fund                                              |
| DWS S&P 500 Index Fund                                                 |
| DWS Small Cap Core Fund

                                             |
| **DWS INVESTMENTS VIT FUNDS**                                              |
| DWS Equity 500 Index VIP                                                   |
| DWS RREEF Real Estate Securities VIP                                       |
| DWS Small Cap Index VIP

                                             |

 

| **DWS INVESTORS FUNDS, INC.**                                           |
|-------------------------------------------------------------------------|
| DWS Japan Equity Fund

                                            |
| **DWS MONEY MARKET TRUST**                                              |
| DWS Money Market Series

                                          |
| **DWS MUNICIPAL TRUST**                                                 |
| DWS High Yield Tax Free Fund                                            |
| DWS Managed Municipal Bond Fund

                                  |
| **DWS MUTUAL FUNDS, INC.**                                              |
| DWS Gold & Precious Metals Fund

                              |
| **DWS PORTFOLIO TRUST**                                                 |
| DWS Core Plus Income Fund                                               |
| DWS Floating Rate Plus Fund

                                      |
| **DWS                            SECURITIES TRUST**                     |
| DWS Climate Change Fund                                                 |
| DWS Health Care Fund                                                    |
| DWS Small Cap Value Fund

                                         |
| **DWS                            STATE TAX FREE TRUST**                 |
| DWS Massachusetts Tax-Free Fund

                                  |
| **DWS TARGET DATE SERIES**                                              |
| DWS LifeCompass Retirement Fund                                         |
| DWS LifeCompass 2015 Fund                                               |
| DWS LifeCompass 2020 Fund                                               |
| DWS LifeCompass 2030 Fund                                               |
| DWS LifeCompass 2040 Fund

                                        |
| **DWS                            TAX FREE TRUST**                       |
| DWS Intermediate Tax/AMT Free Fund

                               |
| **DWS VALUE BUILDER FUND, INC.**

                                 |
| **DWS                            VALUE EQUITY TRUST**                   |
| DWS Enhanced S&P 500 Index Fund                                     |
| DWS Equity Income Fund

                                           |
| **DWS                            VARIABLE SERIES I**                    |
| DWS Bond VIP                                                            |
| DWS Capital Growth VIP                                                  |
| DWS Global Opportunities VIP                                            |
| DWS Growth & Income VIP                                             |
| DWS Health Care VIP                                                     |
| DWS International VIP                                                   |

 

**EXHIBIT** **B**

**NOMINEE SHARE OWNERSHIP**

As of October 31, 2007, the nominees and the officers of the Trust            as a whole owned less than 1% of the outstanding shares of any class of any            Fund.

The following tables show the dollar range of equity securities            beneficially owned by each nominee in each DWS Fund overseen by the Chicago Board as of            October 31, 2007.

As only certain participating insurance companies are shareholders of            the variable insurance product funds, the nominees do not own any shares in such funds,            nor are they contract owners of the participating insurance companies.

Each nominee owns over $100,000 of shares on an aggregate basis in all            DWS Funds overseen by the nominee as of October 31, 2007.

 

|                                                                                       | Name of                                Nominee                   |
|--------------------------------------------------------------------------------------------|------------------------------------------------------------------|
|                                                                                       | **Independent                                Nominees**          | **Interested                                Nominee** |
|                                                                                       | **Current Board                                Member Nominees** | **Other                                Nominees** |   |
| **Aggregate Dollar Range of Equity Securities in                                the Fund** | **John W.                                Ballantine**            | **Paul K.                                Freeman** | **William                                McClayton** | **Robert H.                                Wadsworth** | **Henry P. Becton,                                Jr.** | **Dawn-Marie                                Driscoll** | **Keith R.                                Fox** | **Kenneth C.                                Froewiss** | **Richard J.                                Herring** | **Rebecca W.                                Rimel** | **William N. Searcy,                                Jr.** | **Jean Gleason                                Stromberg** | **Axel                                Schwarzer** |
| DWS Alternative Asset                            Allocation Plus Fund                      | 0                                                                | 0 | 0 | 0 | 0 | 0 | 0 | $1-$10,000 | 0 | 0 | 0 | $10,001-$50,000 | 0 |
| DWS Balanced                            Fund                                               | 0                                                                | 0 | 0 | 0 | $1-$10,000 | 0 | 0 | 0 | 0 | $10,001-$50,000 | 0 | 0 | 0 |
| DWS Blue Chip                            Fund                                              | 0                                                                | 0 | 0 | 0 | 0 | 0 | 0 | $1-$10,000 | 0 | 0 | 0 | $1-$10,000 | 0 |
| DWS California                            Tax-Free Income Fund                             | 0                                                                | 0 | 0 | 0 | $1-$10,000 | $10,001-$50,000 | 0 | 0 | 0 | 0 | 0 | 0 | 0 |
| DWS Core Plus                            Allocation Fund                                   | 0                                                                | 0 | 0 | 0 | $1-$10,000 | 0 | 0 | $1-$10,000 | 0 | 0 | 0 | 0 | 0 |
| DWS Disciplined                            Long/Short Growth Fund                          | 0                                                                | 0 | 0 | 0 | $1-$10,000 | 0 | $10,001-$50,000 | 0 | $10,001-$50,000 | 0 | 0 | 0 | 0 |
| DWS Disciplined                            Long/Short Value Fund                           | 0                                                                | 0 | 0 | 0 | 0 | 0 | $10,001-$50,000 | 0 | $10,001-$50,000 | 0 | 0 | 0 | 0 |
| DWS Disciplined Market                            Neutral Fund                             | 0                                                                | 0 | 0 | 0 | 0 | 0 | $10,001-$50,000 | 0 | $10,001-$50,000 | 0 | 0 | 0 | 0 |
| DWS Dreman                            Concentrated Value Fund                              | 0                                                                | 0 | 0 | 0 | 0 | 0 | 0 | $1-$10,000 | $10,001-$50,000 | 0 | 0 | 0 | 0 |
| DWS Dreman High Return                            Equity Fund                              | Over

$100,000                                                   | $50,001-                            $100,000 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 |
| DWS Dreman Mid Cap                            Value Fund                                   | 0                                                                | 0 | 0 | 0 | $1-$10,000 | 0 | 0 | $1-$10,000 | 0 | 0 | 0 | 0 | 0 |
| DWS Dreman Small Cap                            Value Fund                                 | 0                                                                | $10,001-$50,000 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | $10,001-$50,000 | 0 | 0 | 0 |
| DWS High Income                            Fund                                            | 0                                                                | $50,001-                            $100,000 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 |
| DWS Large Cap Value                            Fund                                        | $10,001-$50,000                                                  | 0 | 0 | 0 | $1-$10,000 | 0 | 0 | 0 | 0 | 0 | 0 | $10,001-$50,000 | 0 |

 

 

| DWS LifeCompass                            Protect Fund                                                                   | 0                    | 0                    | 0                    | 0                      | 0                    | 0                    | 0                    | 0                    | 0                    | 0                    | 0                    | 0                    | 0                    |
|---------------------------------------------------------------------------------------------------------------------------|----------------------|----------------------|----------------------|------------------------|----------------------|----------------------|----------------------|----------------------|----------------------|----------------------|----------------------|----------------------|----------------------|
| DWS LifeCompass Income                            Fund                                                                    | 0                    | 0                    | 0                    | 0                      | 0                    | 0                    | 0                    | 0                    | 0                    | 0                    | 0                    | 0                    | 0                    |
| DWS New York Tax-Free                            Income Fund                                                              | 0                    | 0                    | 0                    | 0                      | $1-$10,000           | 0                    | 0                    | 0                    | 0                    | 0                    | 0                    | 0                    | 0                    |
| DWS Strategic Income                            Fund                                                                      | 0                    | 0                    | 0                    | 0                      | 0                    | 0                    | 0                    | $1-$10,000           | 0                    | 0                    | $1-$10,000           | 0                    | 0                    |
| DWS Target 2008                            Fund(1)                                                                        | 0                    | 0                    | 0                    | 0                      | 0                    | 0                    | 0                    | 0                    | 0                    | 0                    | 0                    | 0                    | 0                    |
| DWS Target 2010                            Fund(1)                                                                        | 0                    | 0                    | 0                    | 0                      | 0                    | 0                    | 0                    | 0                    | 0                    | 0                    | 0                    | 0                    | 0                    |
| DWS Target 2011                            Fund(1)                                                                        | 0                    | 0                    | 0                    | 0                      | 0                    | 0                    | 0                    | 0                    | 0                    | 0                    | 0                    | 0                    | 0                    |
| DWS Target 2012                            Fund(1)                                                                        | 0                    | 0                    | 0                    | 0                      | 0                    | 0                    | 0                    | 0                    | 0                    | 0                    | 0                    | 0                    | 0                    |
| DWS Target 2013                            Fund(1)                                                                        | 0                    | 0                    | 0                    | 0                      | 0                    | 0                    | 0                    | 0                    | 0                    | 0                    | 0                    | 0                    | 0                    |
| DWS Target 2014                            Fund(1)                                                                        | 0                    | 0                    | 0                    | 0                      | 0                    | 0                    | 0                    | 0                    | 0                    | 0                    | 0                    | 0                    | 0                    |
| DWS Technology                            Fund                                                                            | 0                    | 0                    | 0                    | 0                      | $1-$10,000           | 0                    | 0                    | 0                    | 0                    | $10,001-$50,000      | 0                    | 0                    | 0                    |
| DWS U.S. Government                            Securities Fund                                                            | 0                    | 0                    | 0                    | 0                      | 0                    | 0                    | 0                    | $1-$10,000           | 0                    | 0                    | $1-$10,000           | $1-$10,000           | 0                    |
| Government & Agency Securities                            Portfolio                                                   | 0                    | 0                    | 0                    | 0                      | $1-$10,000           | 0                    | 0                    | 0                    | 0                    | 0                    | $1-$10,000           | 0                    | 0                    |
| Money Market Portfolio                                                                                                    | 0                    | 0                    | 0                    | 0                      | 0                    | 0                    | 0                    | 0                    | 0                    | 0                    | 0                    | 0                    | 0                    |
| Tax-Exempt Portfolio                                                                                                      | 0                    | 0                    | 0                    | 0                      | $1-$10,000           | $10,001-$50,000      | 0                    | 0                    | 0                    | 0                    | 0                    | 0                    | 0                    |
| DWS Money Market Prime Series                                                                                             | 0                    | $1-$10,000           | Over

$100,000       | $1-$10,000             | $1-$10,000           | $1-$10,000           | 0                    | 0                    | 0                    | 0                    | 0                    | 0                    | 0                    |
| Treasury Portfolio                                                                                                        | 0                    | 0                    | 0                    | 0                      | $1-$10,000           | 0                    | 0                    | 0                    | 0                    | 0                    | 0                    | 0                    | 0                    |
| Tax-Exempt California Money Market Fund                                                                                   | 0                    | 0                    | 0                    | 0                      | 0                    | $1-$10,000           | 0                    | 0                    | 0                    | 0                    | 0                    | 0                    | 0                    |
| **Aggregate Dollar Range of Equity Securities Owned                            in All DWS Funds Overseen by the Nominee** | **Over****$100,000** | **Over****$100,000** | **Over****$100,000** | **Over**

**$100,000** | **Over****$100,000** | **Over****$100,000** | **Over****$100,000** | **Over****$100,000** | **Over****$100,000** | **Over****$100,000** | **Over****$100,000** | **Over****$100,000** | **Over****$100,000** |

 

_____________

| (1) | The Target Funds are closed to both existing and new                            investors. |
|-----|--------------------------------------------------------------------------------------------|

**EXHIBIT** **C**

**NOMINEE COMPENSATION**

The tables below show (i) the compensation paid to each nominee by            each Fund for its most recently completed fiscal year and (ii) the total            compensation received by each nominee from the DWS fund complex for the calendar year            ended December 31, 2006. Mr. Schwarzer was nominated for election to the            Board of the Funds on November 14, 2007, is an interested person of the Funds and            received no compensation from the Funds or any fund in the DWS fund complex during the            relevant periods. No Board Member of the Funds receives pension or retirement benefits            from the funds.

 

|                                                                  | Name of                                Nominee               |
|-----------------------------------------------------------------------|--------------------------------------------------------------|
|                                                                  | Current Board Member                                Nominees | **Other                                Nominees** |
| **Aggregate Compensation from Fund**                                  | **John W.                                Ballantine**        | **Paul K.                                Freeman** | **William                                McClayton** | **Robert H.                                Wadsworth** | **Henry P. Becton,                                Jr.** | **Dawn-Marie                                Driscoll** | **Keith R.                                Fox** | **Kenneth C.                                Froewiss** | **Richard J.                                Herring** | **Rebecca W.                                Rimel** | **William N. Searcy,                                Jr.** | **Jean Gleason                                Stromberg** |
| DWS Alternative Asset                            Allocation Plus Fund | 0                                                            | 0 | 0 | 0 | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A |
| DWS Balanced                            Fund                          | 6,333                                                        | 6,919 | 5,930 | 5,957 | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A |
| DWS Blue Chip                            Fund                         | 4,523                                                        | 4,640 | 3,986 | 4,000 | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A |
| DWS California                            Tax-Free Income Fund        | 4,760                                                        | 5,094 | 4,376 | 4,416 | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A |
| DWS Core Plus                            Allocation Fund              | 918                                                          | 980 | 832 | 843 | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A |
| DWS Disciplined                            Long/Short Growth Fund     | 337                                                          | 377 | 323 | 323 | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A |
| DWS Disciplined                            Long/Short Value Fund      | 337                                                          | 377 | 323 | 323 | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A |
| DWS Disciplined Market                            Neutral Fund        | 716                                                          | 813 | 690 | 690 | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A |
| DWS Dreman                            Concentrated Value Fund         | 1,210                                                        | 1,174 | 1,027 | 1,063 | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A |
| DWS Dreman High Return                            Equity Fund         | 9,255                                                        | 9,108 | 7,990 | 7,880 | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A |
| DWS Dreman Mid Cap                            Value Fund              | 696                                                          | 696 | 583 | 623 | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A |
| DWS Dreman Small Cap                            Value Fund            | 4,636                                                        | 4,526 | 3,977 | 4,087 | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A |
| DWS High Income                            Fund                       | 6,650                                                        | 7,190 | 6,160 | 6,200 | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A |
| DWS Large Cap Value                            Fund                   | 5,980                                                        | 5,870 | 5,137 | 5,283 | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A |
| DWS LifeCompass                            Protect Fund               | 0                                                            | 0 | 0 | 0 | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A |
| DWS LifeCompass Income                            Fund                | 0                                                            | 0 | 0 | 0 | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A |
| DWS New York Tax-Free                            Income Fund          | 3,533                                                        | 3,794 | 3,260 | 3,287 | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A |
| DWS Strategic Income                            Fund                  | 3,590                                                        | 3,913 | 3,350 | 3,364 | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A |
| DWS Target 2008                            Fund                       | 1,314                                                        | 1,380 | 1,196 | 1,196 | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A |
| DWS Target 2010                            Fund                       | 1,767                                                        | 1,866 | 1,603 | 1,620 | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A |
| DWS Target 2011                            Fund                       | 2,089                                                        | 2,210 | 1,883 | 1,900 | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A |
| DWS Target 2012                            Fund                       | 1,927                                                        | 2,027 | 1,726 | 1,760 | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A |

 

 

| DWS Target 2013                            Fund                        | 1,687      | 1,787      | 1,540      | 1,556      | N/A           | N/A              | N/A           | N/A           | N/A           | N/A           | N/A           | N/A           |
|------------------------------------------------------------------------|------------|------------|------------|------------|---------------|------------------|---------------|---------------|---------------|---------------|---------------|---------------|
| DWS Target 2014                            Fund                        | 1,713      | 1,814      | 1,550      | 1,566      | N/A           | N/A              | N/A           | N/A           | N/A           | N/A           | N/A           | N/A           |
| DWS Technology                            Fund                         | 5,220      | 5,700      | 4,887      | 4,907      | N/A           | N/A              | N/A           | N/A           | N/A           | N/A           | N/A           | N/A           |
| DWS U.S. Government                            Securities Fund         | 6,837      | 7,465      | 6,397      | 6,423      | N/A           | N/A              | N/A           | N/A           | N/A           | N/A           | N/A           | N/A           |
| **Total Compensation                            from Fund Complex(1)** | 222,670(2) | 217,670(2) | 193,560(2) | 228,250(2) | 189,000(3)(5) | 251,000(3)(4)(5) | 195,000(3)(5) | 234,988(3)(5) | 184,000(3)(5) | 185,000(3)(5) | 206,000(3)(5) | 202,000(3)(5) |

 

_____________

| (1) | The Fund Complex is composed of 155 funds. |
|-----|--------------------------------------------|

| (2) | For calendar year 2007, John W. Ballantine, Paul K.                            Freeman, William McClayton and Robert H. Wadsworth are expected to                            receive aggregate compensation from the DWS Fund complex in the amounts                            of $215,000, $240,000, $205,000 and $205,000, respectively, The                            differences in compensation amounts from calendar year 2006 are due to                            the changes in Board and committee chairpersons and committee                            assignments that became effective January 1, 2007 for the Chicago                            Board. |
|-----|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

| (3) | Reflects aggregate compensation received for serving as                            a Board Member of the New York DWS Funds and other DWS Funds for                            calendar year 2006. |
|-----|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

| (4) | Includes $50,000 in annual retainer fees in                            Ms. Driscoll’s role as Chairperson of the New York                            Board. |
|-----|------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

| (5) | Aggregate compensation includes amounts paid to the New                            York Board Members for special meetings of ad hoc committees of the                            board in connection with the possible consolidation of the various DWS                            Fund boards and funds, meetings for considering fund expense                            simplification initiatives, and consideration of issues specific to the                            New York Funds’ direct shareholders (i.e., those shareholders who                            did not purchase shares through financial intermediaries). Such amounts                            totaled $16,000 for Ms. Driscoll, $1,000 for Mr. Fox, $17,000                            for Mr. Froewiss, $1,000 for Dr. Herring, $16,000 for                            Mr. Searcy and $16,000 for Ms. Stromberg. These meeting fees                            were borne by the applicable New York DWS Funds. |
|-----|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

**EXHIBIT** **D**

**OFFICERS**

Unless otherwise indicated, the address of each officer below is Two            International Place, Boston, Massachusetts 02110.

 

| **Name, Year of                                Birth, Position(s) with the Trust and Length of Time                                Served** | **Principal                                Occupation(s) During Past 5 Years and Other Directorships                                Held**                                                                                                                                                                                                                                                                                                                        |
|---------------------------------------------------------------------------------------------------------------------------------------------|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| Michael G. Clark

(1965) President, 2006-present (1) (3)                                                                                    | Managing Director (2),                            Deutsche Asset Management (2006-present); President of DWS family of                            funds; 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) |
| Philip J. Collora (1945)

Vice President and                            Assistant Secretary, 1986-present (1)                               | Director (2), Deutsche                            Asset Management                                                                                                                                                                                                                                                                                                                                                                                                |
| Paul H. Schubert (1963)

Chief Financial Officer,                            2004-present Treasurer, 2005-present (1) (3)                   | Managing Director (2),                            Deutsche Asset Management (since July 2004); formerly, Executive                            Director, Head of Mutual Fund Services and Treasurer for UBS Family of                            Funds (1998-2004); Vice President and Director of Mutual Fund Finance                            at UBS Global Asset Management (1994-1998)                                                                       |
| John Millette (1962)                            Secretary, 2001-present (1)                                                                 | Director (2), Deutsche                            Asset Management                                                                                                                                                                                                                                                                                                                                                                                                |
| Patricia DeFilippis (1963)                            Assistant Secretary, 2005-present (1) (3)                                             | Vice President, Deutsche                            Asset Management (since June 2005); formerly, Counsel, New York Life                            Investment Management LLC (2003-2005); legal associate, Lord, Abbett                            & Co. LLC (1998-2003)                                                                                                                                                                                     |
| Elisa D. Metzger (1962)                            Assistant Secretary, 2005-present (1) (3)                                                | Director (2), Deutsche                            Asset Management (since September 2005); formerly, Counsel, Morrison                            and Foerster LLP (1999-2005)                                                                                                                                                                                                                                                                                    |
| Caroline Pearson (1962)                            Assistant Secretary, 1998-present (1)                                                    | Managing Director (2),                            Deutsche Asset Management                                                                                                                                                                                                                                                                                                                                                                                       |
| Paul Antosca (1957)                            Assistant Treasurer, 2007-present (1)                                                        | Director (2), Deutsche                            Asset Management (since 2006); Vice President, The Manufacturers Life                            Insurance Company (U.S.A.) (1990-2006)                                                                                                                                                                                                                                                                         |
| Kathleen Sullivan                            D’Eramo (1957) Assistant Treasurer, 2003-present (1)                                     | Director (2), Deutsche                            Asset Management                                                                                                                                                                                                                                                                                                                                                                                                |
| Jason Vazquez (1972) Anti-Money Laundering Compliance                            Officer, 2007-present (1) (3)                              | Vice President, Deutsche                            Asset Management (since 2006); formerly, AML Operations Manager for                            Bear Stearns (2004-2006), Supervising Compliance Principal and                            Operations Manager for AXA Financial (1999-2004)                                                                                                                                                                     |
| Robert Kloby (1962) Chief Compliance Officer,                            2006-present (1) (3)                                               | Managing Director (2),                            Deutsche Asset Management (2004-present); formerly, Chief Compliance                            Officer/Chief Risk Officer, Robeco USA (2000-2004); Vice President, The                            Prudential Insurance Company of America (1988-2000); E.F. Hutton and                            Company (1984-1988)                                                                                          |

 

_____________

| (1) | As a result of their respective positions held with                            DIMA, these individuals are considered “interested persons”                            of the Funds within the meaning of the 1940 Act. Interested persons                            receive no compensation from the Funds. |
|-----|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

| (2) | Executive title, not a board directorship. |
|-----|--------------------------------------------|

| (3) | Address: 345 Park Avenue, New York, New York                            10154. |
|-----|--------------------------------------------------------------------------------|

**EXHIBIT** **E**

**AMENDED AND RESTATED**

**INVESTMENT MANAGEMENT AGREEMENT**

AGREEMENT, dated as of [__________], 2008, among [Name            of Trust/Corporation], a [Massachusetts business trust/Maryland corporation] [(the            “Trust”)/(the “Corporation”)], on its own behalf and on behalf            of each of the Funds listed on Schedule I to this Agreement (each a            “Fund” and together, the “Funds”), and Deutsche Investment            Management Americas Inc., a Delaware corporation (the            “Adviser”).

WHEREAS, the [Trust/Corporation] is engaged in business as [an            open-end/a closed-end] investment company registered under the Investment Company Act            of 1940, as amended (the “Investment Company Act”);

WHEREAS, The [Trust/Corporation] engages in the business of investing            and reinvesting the assets of each Fund in accordance with the investment objectives,            policies and restrictions specified in the currently effective Prospectus (the            “Prospectus”) and Statement of Additional Information (the            “SAI”) of each Fund included in the [Trust’s/Corporation’s]            Registration Statement on Form [N-1A/N-2], as amended from time to time (the            “Registration Statement”), filed by the [Trust/Corporation] under the            Investment Company Act and the Securities Act of 1933, as amended;

WHEREAS, the Adviser is engaged principally in rendering investment            management services and is registered as an investment adviser under the Investment            Advisers Act of 1940, as amended (the “Advisers Act”);

WHEREAS, the [Trust/Corporation] desires to retain the Adviser to            provide investment management services to each Fund on the terms set out in this            Agreement, and the Adviser is willing to provide investment management services to each            Fund on the terms set out in this Agreement; and

WHEREAS, the [Trust/Corporation] and the Adviser desire to amend and            restate the Investment Management Agreement dated            [               ].

NOW, THEREFORE, in consideration of the premises and the covenants            contained in this Agreement, the [Trust/Corporation], each Fund and the Adviser agree            as follows:

|   | 1. | Appointment and                            Services. |
|--------|----|------------------------------------------------------|

(a)        The            [Trust/Corporation] appoints the Adviser to act as investment manager to each Fund. The            Adviser accepts its appointment and agrees to provide the services set out in this            Agreement for the compensation set out in this Agreement.

(b)       Subject to the terms of            this Agreement, and the supervision of the Board of [Trustees/Directors], the Adviser            will provide continuing investment management of the assets of each Fund in accordance            with the investment objectives, policies and restrictions set forth in the Prospectus            and SAI of the Fund; the applicable provisions of the Investment Company Act, the rules            and regulations thereunder; the provisions of the Internal Revenue Code of 1986, as            amended (the “Code”), relating to regulated investment companies and all            rules and regulations thereunder; and all other applicable federal and state laws and            regulations. In connection with the services provided under this Agreement, the Adviser            will use best efforts to manage each Fund so that it will qualify as a regulated            investment company under Subchapter M of the Code and regulations issued under the            Code. The Adviser will also monitor, to the extent not monitored by the Fund’s            administrator or other agent, each Fund’s compliance with its investment and tax            guidelines and other compliance policies. Each Fund will have the benefit of

the            investment analysis and research, the review of current economic conditions and trends            and the consideration of long-range investment policy generally available to the            Adviser’s investment advisory clients. In managing each Fund in accordance with            the requirements set out in this Section 1, the Adviser will be entitled to            receive and act upon advice of counsel for the [Trust/Corporation] or a            Fund.

(c)        The Adviser will            determine the securities and other instruments to be purchased, sold or entered into by            each Fund and place orders with broker-dealers, foreign currency dealers, futures            commission merchants or others pursuant to the Adviser’s determinations and all            in accordance with each Fund’s policies as set out in the Prospectus and SAI of            the Fund or as adopted by the Board of [Trustees/Directors] and disclosed to the            Adviser. The Adviser will determine what portion of each Fund’s portfolio will be            invested in securities and other assets and what portion, if any, should be held            uninvested in cash or cash equivalents.

(d)       The Adviser will provide            assistance to the Board of [Trustees/Directors] in valuing the securities and other            instruments held by each Fund, to the extent reasonably required by such valuation            policies and procedures as may be adopted by each Fund.

(e)        The Adviser will            maintain in accordance with applicable law all books and records required of investment            advisers under the Advisers Act, and will make available to the Board of            [Trustees/Directors] such records upon request.

(f)        The Adviser also            agrees to make available to the Board of [Trustees/Directors] the following:

|   | (i) | periodic reports on the investment performance of each                            Fund; |
|--------|-----|-----------------------------------------------------------------------------------------|

(ii)       additional reports and            information related to the Adviser’s duties under this Agreement as the Board of            [Trustees/Directors] may reasonably request; and

(iii)      to the extent held by the            Adviser, all of each Fund’s investment records and ledgers as are necessary to            assist the [Trust/Corporation] in complying with the requirements of the Investment            Company Act and other applicable laws.

To the extent required by law, the Adviser will furnish to regulatory            authorities having the requisite authority any information or reports in connection            with the services provided under this Agreement that may be requested.

(g)       The Adviser will also            provide to each Fund’s administrator, custodian, fund accounting agent,            shareholder service agents, transfer agents and other service providers, as required,            and to the extent held by the Adviser, information relating to all transactions            concerning the assets belonging to the Fund, in each case subject to compliance with            applicable privacy standards.

|   | 2. | Investment Management                            Fee. |
|--------|----|-------------------------------------------------------|

(a)        For all services to            be rendered, payments to be made and costs to be assumed by the Adviser as provided            under this Agreement, the [Trust/Corporation] on behalf of each Fund will pay the            Adviser in United States Dollars following the last day of each month the unpaid            balance of a fee equal to the sum of all the daily management accruals from the            previous month. The daily management accrual is calculated on a daily basis by            multiplying a Fund’s prior day’s net assets by [____]% and dividing that            product by the number of days in that year. The Adviser will be entitled to receive            during any month

such            interim payments of its fee under this Section 2 as it will request, provided that            no such payment will exceed 75 percent of the amount of its fee then accrued on the            books of a Fund and unpaid.

(b)       The “average daily            net assets” of each Fund will mean the average of the values placed on the            Fund’s net assets as of 4:00 p.m. (New York time) on each day on which the            net asset value of the Fund is determined consistent with the provisions of            Rule 22c-1 under the Investment Company Act or, if the Fund lawfully determines            the value of its net assets as of some other time on each business day, as of such            time. The value of the net assets of each Fund will always be determined pursuant to            the applicable provisions of the [Trust’s Declaration of Trust, as amended from            time-to-time (the “Declaration”)/ Corporation’s Articles of            Incorporation, as amended from time-to-time (the “Articles”)] and the            Registration Statement. If the determination of net asset value for a Fund does not            take place for any particular day, then for the purposes of this Section 2, the            value of the net assets of the Fund as last determined will be deemed to be the value            of its net assets as of 4:00 p.m. (New York time), or as of such other time as the            value of the net assets of the Fund’s portfolio may be lawfully determined on            that day. If a Fund determines the value of the net assets of its portfolio more than            once on any day, then the last such determination thereof on that day will be deemed to            be the sole determination thereof on that day for the purposes of this            Section 2.

(c)        The Adviser may from            time to time agree not to impose all or a portion of its fee otherwise payable under            this Agreement and/or undertake to pay or reimburse a Fund for all or a portion of its            expenses not otherwise required to be paid by or reimbursed by the Adviser. Unless            otherwise agreed, any fee reduction or undertaking may be discontinued or modified by            the Adviser at any time. For the month and year in which this Agreement becomes            effective or terminates, there will be an appropriate pro ration of any fee based on            the number of days that the Agreement is in effect during such month and year,            respectively.

(d)       All rights to compensation            under this Agreement for services performed as of the termination of this Agreement            shall survive the termination.

****REPLACE ABOVE SECTION*** ***2 WITH THE FOLLOWING IF THERE IS NO FEE (when the advisor receives            a fee from underlying funds)****

[2.        Management Fee. As the Adviser expects to            be compensated under investment management agreements currently in effect between the            Adviser or its affiliates and the underlying funds advised by the Adviser or its            affiliates in which a Fund may invest (“Underlying Funds”), the Adviser            will not be paid a fee for the services described in Section 1 of this Agreement.            The Adviser will be entitled to the reimbursement of expenses as set out in            Section 3 of this Agreement.]

|   | 3. | Expenses. |
|--------|----|-----------|

(a)        Except as otherwise            specifically provided in this Section 3 or as determined by the Board of            [Trustees/Directors], to the extent permitted by applicable law, the Adviser will pay            the compensation and expenses of all [Trustees/Directors], officers and executive            employees of the [Trust/Corporation] (including a Fund’s share of payroll taxes)            who are affiliated persons of the Adviser, and the Adviser will make available, without            expense to any Fund, the services of such of its directors, officers and employees as            may duly be elected officers of the [Trust/Corporation], subject to their individual            consent to serve and to any limitations imposed by law. The Adviser will provide at its            expense the services described in this Agreement.

(b)       The Adviser will not be            required to pay any expenses of the [Trust/Corporation] or of a Fund other than those            specifically allocated to it in this Section 3. In particular, but            without

limiting the generality of the foregoing, the Adviser will not be            responsible, except to the extent of the reasonable compensation of such of the            [Trust/Corporation]’s [Trustees/Directors] and officers as are directors,            officers or employees of the Adviser whose services may be involved, for the following            expenses of a Fund: fees payable to the Adviser; outside legal, accounting or auditing            expenses including expenses related to negotiation, acquisition, or distribution of            portfolio investments; maintenance of books and records which are maintained by the            [Trust/Corporation], a Fund’s custodian or other agents of the            [Trust/Corporation]; taxes and governmental fees; fees and expenses of a Fund’s            accounting agent, custodians, sub-custodians, depositories (for securities and/or            commodities), transfer agents, dividend disbursing 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 a Fund; and litigation            expenses and other extraordinary expenses not incurred in the ordinary course of a            Fund’s business.

(c)        The Adviser will not            be required to pay expenses of any activity which is primarily intended to result in            sales of shares of a Fund (the “Shares”) if and to the extent that            (i) such expenses are required to be borne by a principal underwriter that acts as            the distributor of the Fund’s Shares pursuant to an underwriting agreement that            provides that the underwriter will assume some or all of such expenses, or            (ii) the [Trust/ Corporation] on behalf of the Fund will have adopted a plan in            conformity with Rule 12b-1 under the Investment Company Act providing that the            Fund (or some other party) will assume some or all of such expenses. The Adviser will            pay such sales expenses as are not required to be paid by the principal underwriter            pursuant to the underwriting agreement or are not permitted to be paid by a Fund (or            some other party) pursuant to such a plan.

4.         Delegation of Investment Management            Services. Subject to the prior approval of a majority of the            members of the Board of [Trustees/Directors], including a majority of the            [Trustees/Directors] who are not “interested persons”, and, to the extent            required by applicable law, by the shareholders of a Fund, the Adviser may, through a            sub-advisory agreement or other arrangement, delegate to a sub-advisor any of the            duties enumerated in this Agreement, including the management of all or a portion of            the assets being managed. Subject to the prior approval of a majority of the members of            the Board of [Trustees/Directors], including a majority of the [Trustees/ Directors]            who are not “interested persons”, and, to the extent required by applicable            law, by the shareholders of a Fund, the Adviser may adjust such duties, the portion of            assets being managed, and the fees to be paid by the Adviser; provided, that in each            case the Adviser will continue to oversee the services provided by such company or            employees and any such delegation will not relieve the Adviser of any of its            obligations under this Agreement.

|   | 5. | Selection of Brokers and Affiliated                            Transactions. |
|--------|----|------------------------------------------------------------------------------|

(a)        Subject to the            policies established by, and any direction from the [Trust/Corporation]’s Board            of [Trustees/Directors] the Adviser will be responsible for selecting the brokers or            dealers that will execute the purchases and sales for a Fund. Subject to the foregoing,            it is understood that the Adviser will not be deemed to have acted unlawfully, or to            have breached a fiduciary duty to the [Trust/Corporation] or be in breach of any            obligation owing to the [Trust/Corporation] under this Agreement, or otherwise, solely            by reason of its having directed a securities transaction on behalf of a series to a            broker-dealer in compliance with the provisions of Section 28(e) of the Securities            Exchange Act of 1934 or as otherwise permitted from time to time by a series’            Prospectus and SAI.

(b)       Subject to the policies            established by, and any direction from, a Fund’s Board of [Trustees/ Directors],            the Adviser may direct any of its affiliates to execute portfolio transactions for a            Fund on an agency basis. The commissions paid to the Adviser’s affiliates must be            in accordance with Rule 17e-1 under the Investment Company Act.

(c)        The Adviser and any            of its affiliates will not deal with a [Trust/Corporation] or any of its affiliates in            any transaction in which the Adviser or any of its affiliates acts as a principal with            respect to any part of a Fund order, except in compliance with the Investment Company            Act, the rules and regulations under the Investment Company Act and any applicable SEC            or SEC staff guidance or interpretation. If the Adviser or any of its affiliates is            participating in an underwriting or selling group, a Fund may not buy securities from            the group except in accordance with policies established by the Board of            [Trustees/Directors] in compliance with the Investment Company Act, the rules and            regulations under the Investment Company Act and any applicable SEC or SEC staff            guidance or interpretation.

(d)       The Adviser will promptly            communicate to a Fund’s administrator and to the officers and the            [Trustees/Directors] of a [Trust/Corporation] such information relating to portfolio            transactions as they may reasonably request.

|   | 6. | Limitation of Liability of                            Manager. |
|--------|----|----------------------------------------------------------------|

(a)        As an inducement to            the Adviser undertaking to provide services to the [Trust/Corporation] and each Fund            pursuant to this Agreement, the [Trust/Corporation] and each Fund agrees that the            Adviser will not be liable under this Agreement for any error of judgment or mistake of            law or for any loss suffered by the [Trust/Corporation] or a Fund in connection with            the matters to which this Agreement relates, provided that nothing in this Agreement            will be deemed to protect or purport to protect the Adviser against any liability to            the [Trust/Corporation], a Fund or its shareholders to which the Adviser would            otherwise be subject by reason of willful misfeasance, bad faith or gross negligence in            the performance of its duties, or by reason of its reckless disregard of its            obligations and duties under this Agreement.

(b)       The rights of exculpation            provided under this Section 6 are not to be construed so as to provide for            exculpation of any person described in this Section for any liability (including            liability under U.S. federal securities laws that, under certain circumstances, impose            liability even on persons that act in good faith) to the extent (but only to the            extent) that exculpation would be in violation of applicable law, but will be construed            so as to effectuate the applicable provisions of this Section 6 to the maximum            extent permitted by applicable law.

|   | 7. | Term and                            Termination. |
|--------|----|--------------------------------------------------|

(a)        This Agreement will            remain in force with respect to each party until September 30, 2008 and continue            in force from year to year thereafter, but only so long as such continuance is            specifically approved at least annually (a) by the vote of a majority of the            [Trustees/Directors] who are not parties to this Agreement or “interested            persons” of any party to this Agreement, cast in person at a meeting called for            the purpose of voting on such approval, and (b) by the vote of a majority of the            [Trustees/Directors] of the [Trust/Corporation], or by the vote of a majority of the            outstanding voting securities of the respective Fund. The requirement that continuance            of this Agreement be “specifically approved at least annually” will be            construed in a manner consistent with the Investment Company Act, the rules and            regulations under the Investment Company Act and any applicable SEC or SEC staff            guidance or interpretation.

(b)       This Agreement may be            terminated with respect to a Fund at any time, without the payment of any penalty, by            the vote of a majority of the outstanding voting securities of the Fund or by the            [Trust/ Corporation]’s Board of [Trustees/Directors] on 60 days’ written            notice to the Adviser, or by the Adviser on 60 days’ written notice to the            [Trust/Corporation]. This Agreement will terminate automatically in the event of its            assignment (as defined under the Investment Company Act).

8.         Amendment. No provision of this Agreement            may be changed, waived, discharged, or terminated orally, but only by an instrument in            writing signed by the party against whom enforcement of the change, waiver, discharge,            or termination is sought, and no amendment of this Agreement will be effective until            approved in a manner consistent with the Investment Company Act, rules and regulations            under the Investment Company Act and any applicable SEC or SEC staff guidance or            interpretation.

9.         Services Not Exclusive. The Adviser’s            services to the [Trust/Corporation] and each Fund pursuant to this Agreement are not            exclusive and it is understood that the Adviser may render investment advice,            management and services to other Persons (including other investment companies) and to            engage in other activities, so long as its services under this Agreement are not            impaired by such other activities. It is understood and agreed that officers or            directors of the Adviser may serve as officers or [Trustees/Directors] of the [Trust/            Corporation], and that officers or [Trustees/Directors] of the [Trust/Corporation] may            serve as officers or directors of the Adviser to the extent permitted by law; and that            the officers and directors of the Adviser are not prohibited from engaging in any other            business activity or from rendering services to any other person, or from serving as            partners, officers, trustees or directors of any other firm, trust or corporation,            including other investment companies. Whenever a Fund and one or more other accounts or            investment companies advised by the Adviser have available funds for investment,            investments suitable and appropriate for each will be allocated in accordance with            procedures believed by the Adviser to be equitable to each entity over time. Similarly,            opportunities to sell securities will be allocated in a manner believed by the Adviser            to be equitable to each entity over time. The [Trust/Corporation] and each Fund            recognize that in some cases this procedure may adversely affect the size of the            position that may be acquired or disposed of for a Fund.

10.       Avoidance of Inconsistent Position. In            connection with purchases or sales of portfolio securities and other investments for            the account of a Fund, neither the Adviser nor any of its directors, officers, or            employees will act as a principal or agent or receive any commission, except in            accordance with applicable law and policies and procedures adopted by the Board of            [Trustees/Directors]. The Adviser or its agent will arrange for the placing of all            orders for the purchase and sale of portfolio securities and other investments for a            Fund’s account with brokers or dealers selected by it in accordance with Fund            policies as expressed in the Registration Statement. If any occasion should arise in            which the Adviser gives any advice to its clients concerning the Shares of a Fund, it            will act solely as investment counsel for such clients and not in any way on behalf of            the Fund.

11.       Additional Series. In the event the            [Trust/Corporation] establishes one or more Funds after the effective date of this            Agreement, such Funds will become Funds under this Agreement upon approval of this            Agreement by the Board of [Trustees/Directors] with respect to the Funds and the            execution of an amended Schedule I reflecting the Funds.

12.       Delivery of Documents. Copies of the            Registration Statement and each Fund’s Prospectus and SAI have been furnished to            the Adviser by the [Trust/Corporation]. The [Trust/Corporation] has also furnished the            Adviser with copies properly certified or authenticated of each of the following            additional documents related to the [Trust/Corporation] and each Fund:

(i)        The            [Declaration/Articles] dated [___________], as amended to            date, together with all filed certificates regarding the establishment and designation            of a series of Shares of the [Trust/Corporation], to the extent applicable.

|   | (ii) | By-Laws of the [Trust/Corporation] as in effect on the                            date hereof. |
|--------|------|------------------------------------------------------------------------------------------------|

(iii)      Resolutions of the            [Trustees/Directors] of the [Trust/Corporation] approving the form of this            Agreement.

The [Trust/Corporation] will promptly furnish the Adviser from time to            time with copies, properly certified or authenticated, of all amendments of or            supplements, if any, to the foregoing, including the Prospectus, the SAI and the            Registration Statement.

****INCLUDE THE FOLLOWING            SECTION*** ***FOR MA BUSINESS            TRUST ONLY****

|   | 13. | [Limitation of Liability for                            Claims. |
|--------|-----|-----------------------------------------------------------------|

(a)        The Declaration, a            copy of which, together with all amendments thereto, is on file in the Office of the            Secretary of The Commonwealth of Massachusetts, provides that the name “            Trust” refers to the Trustees under the Declaration collectively as Trustees and            not as individuals or personally, and that no shareholder of a Fund, or Trustee,            officer, employee, or agent of the Trust, will be subject to claims against or            obligations of the Trust or of the Fund to any extent whatsoever, but that the Trust            estate only will be liable.

(b)       The Adviser is hereby            expressly put on notice of the limitation of liability as set forth in the Declaration            and it agrees that the obligations assumed by the Trust on behalf of each Fund pursuant            to this Agreement will be limited in all cases to a Fund and its assets, and it will            not seek satisfaction of any such obligation from the shareholders or any shareholder            of the Fund or any other series of the Trust, or from any Trustee, officer, employee or            agent of the Trust. The Adviser understands that the rights and obligations of each            Fund, or series, under the Declaration are separate and distinct from those of any and            all other series.]

|   | 14. |
|--------|-----|

|   | [13/14]. | Miscellaneous. |
|--------|----------|----------------|

(a)        The captions in this            Agreement are included for convenience of reference only and in no way define or limit            any of the provisions hereof or otherwise affect their construction or effect. This            Agreement may be executed simultaneously in two or more counterparts, each of which            will be deemed an original, but all of which together will constitute one and the same            instrument.

(b)       Any question of            interpretation of any term or provision of this Agreement having a counterpart in or            otherwise derived from a term or provision of the Investment Company Act will be            resolved by reference to such term or provision of the Investment Company Act and to            interpretations thereof, if any, by the United States Courts or in the absence of any            controlling decision of any such court, by rules, regulations or orders of the SEC            issued pursuant to the Investment Company Act. In addition, where the effect of a            requirement of the Investment Company Act reflected in any provision of this Agreement            is modified or interpreted by any applicable order or orders of the SEC or any rules or            regulations adopted by, or interpretative releases of, the SEC thereunder, such            provision will be deemed to incorporate the effect of such order, rule, regulation or            interpretative release.

(c)        This Agreement will            be construed in accordance with the laws of [The Commonwealth of Massachusetts/the            State of Maryland] without regard to choice of law or conflicts of law principles            thereof, provided that nothing in this Agreement will be construed in a manner            inconsistent with the Investment Company Act, or in a manner which would cause a Fund            to fail to comply with the requirements of Subchapter M of the Code.

(d)        This Agreement            constitutes the entire agreement between the parties concerning the subject matter, and            supersedes any and all prior understandings.

(e)       If any provision, term or            part of this Agreement is deemed to be void, unenforceable, or invalid for any reason            by a court decision, statute, rule, or otherwise, the remaining provisions of this            Agreement will remain in full force and effect as if such invalid provision, term or            part was not a part of this Agreement.

(f)       This Agreement will            supersede all prior investment advisory or management agreements entered into between            the Adviser and the [Trust/Corporation] on behalf of a Fund.

[The            rest of this page is intentionally blank]

IN WITNESS WHEREOF, the parties have executed and delivered this            Agreement as of the day and year first written above.

 

|   | [Name of Trust/Corporation]

By:                            _________________________________

[Name of Officer]

[Title]                                                                               |
|--------|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   | [Name of Trust/Corporation], on behalf of the Funds                            set out on Schedule I

By:                            _________________________________

[Name of Officer]

[Title] |
|   | DEUTSCHE INVESTMENT MANAGEMENT AMERICAS                            INC.

By:                            _________________________________

[Name of Officer]

[Title]                                   |

 

SCHEDULE I

FUNDS

[List of funds to which agreement applies]

**EXHIBIT** **F**

**COMPARISON OF MANAGEMENT FEE RATES**

 

| **Fund**                                                       | **Management Fee                                Rate under Current Management Agreement % of Net                                Assets** | **Management Fee                                Rate under Amended Management Agreement (“New Fee”) %                                of Net Assets** | **Aggregate Amount                                of DIMA’s Management Fee Under Current Management                                Agreement(1)(2)** | **Aggregate Amount                                DIMA Would Have Received Had the New Fee Been in                                Effect(1)(2)** | **Percentage Change                                in Aggregate Amount Received by DIMA(1)** |
|----------------------------------------------------------------|------------------------------------------------------------------------------------------------------------------------------------------|------------------------------------------------------------------------------------------------------------------------------------------------------------------|------------------------------------------------------------------------------------------------------------------------------------------------------------|--------------------------------------------------------------------------------------------------------------------------------------------------|----------------------------------------------------------------------------------------------|
| DWS Balanced                            Fund                   | 0.467%                                                                                                                                   | 0.367%                                                                                                                                                           | $  9,131,853                                                                                                                                     | $  7,174,832                                                                                                                           | -21%                                                                                         |
| DWS Blue Chip                            Fund                  | 0.564%                                                                                                                                   | 0.464%                                                                                                                                                           | $ 3,394,232                                                                                                                                                | $ 2,791,979                                                                                                                                      | -18%                                                                                         |
| DWS California Tax-Free                            Income Fund | 0.529%                                                                                                                                   | 0.429%                                                                                                                                                           | $ 4,520,501                                                                                                                                                | $ 3,665,620                                                                                                                                      | -19%                                                                                         |
| DWS Dreman Concentrated                            Value Fund  | 0.800%                                                                                                                                   | 0.715%                                                                                                                                                           | $ 407,579                                                                                                                                                  | $ 364,274                                                                                                                                        | -11%                                                                                         |
| DWS Dreman High Return                            Equity Fund  | 0.675%                                                                                                                                   | 0.575%                                                                                                                                                           | $53,337,058                                                                                                                                                | $45,429,662                                                                                                                                      | -15%                                                                                         |
| DWS Dreman Mid Cap Value                            Fund       | 0.750%                                                                                                                                   | 0.665%                                                                                                                                                           | $ 190,836                                                                                                                                                  | $ 169,208                                                                                                                                        | -11%                                                                                         |
| DWS Dreman Small Cap                            Value Fund     | 0.713%                                                                                                                                   | 0.613%                                                                                                                                                           | $ 9,375,452                                                                                                                                                | $ 8,060,746                                                                                                                                      | -14%                                                                                         |
| DWS High Income                            Fund                | 0.544%                                                                                                                                   | 0.444%                                                                                                                                                           | $12,002,401                                                                                                                                                | $ 9,795,294                                                                                                                                      | -18%                                                                                         |
| DWS New York Tax-Free                            Income Fund   | 0.539%                                                                                                                                   | 0.439%                                                                                                                                                           | $ 2,085,356                                                                                                                                                | $ 1,698,509                                                                                                                                      | -19%                                                                                         |
| DWS Strategic Income                            Fund           | 0.570%                                                                                                                                   | 0.470%                                                                                                                                                           | $ 2,033,921                                                                                                                                                | $ 1,676,999                                                                                                                                      | -18%                                                                                         |
| DWS Target 2008                            Fund                | 0.500%                                                                                                                                   | 0.400%                                                                                                                                                           | $ 97,790                                                                                                                                                   | $ 78,232                                                                                                                                         | -20%                                                                                         |
| DWS Target 2010                            Fund                | 0.500%                                                                                                                                   | 0.400%                                                                                                                                                           | $ 237,408                                                                                                                                                  | $ 189,926                                                                                                                                        | -20%                                                                                         |
| DWS Target 2011                            Fund                | 0.500%                                                                                                                                   | 0.400%                                                                                                                                                           | $ 379,319                                                                                                                                                  | $ 303,455                                                                                                                                        | -20%                                                                                         |
| DWS Target 2012                            Fund                | 0.500%                                                                                                                                   | 0.400%                                                                                                                                                           | $ 299,494                                                                                                                                                  | $ 239,595                                                                                                                                        | -20%                                                                                         |
| DWS Target 2013                            Fund                | 0.500%                                                                                                                                   | 0.400%                                                                                                                                                           | $ 210,199                                                                                                                                                  | $ 168,159                                                                                                                                        | -20%                                                                                         |
| DWS Target 2014                            Fund                | 0.500%                                                                                                                                   | 0.400%                                                                                                                                                           | $ 214,888                                                                                                                                                  | $ 171,910                                                                                                                                        | -20%                                                                                         |
| DWS Technology                            Fund                 | 0.558%                                                                                                                                   | 0.458%                                                                                                                                                           | $ 6,643,370                                                                                                                                                | $ 5,452,038                                                                                                                                      | -18%                                                                                         |
| DWS U.S. Government                            Securities Fund | 0.421%                                                                                                                                   | 0.321%                                                                                                                                                           | $10,734,371                                                                                                                                                | $ 8,187,628                                                                                                                                      | -24%                                                                                         |

 

_____________

| (1) | This comparison is included because it is required by                            applicable SEC regulations. However, as noted in the proxy statement,                            because fees paid to DIMA for administrative services pursuant to the                            current Management Agreement would be paid instead pursuant to the new                            Administrative Services Agreement if shareholders of a Fund approve the                            Investment Management Agreement, the management fee rate applicable to                            a Fund would be reduced. For some Funds, the reduction in management                            fee will be completely offset by the new fee charged for administrative                            services under the Administrative Services Agreement. Other Funds are                            proposed to pay lower management fees, even after giving effect to the                            new charges for administrative services under the Administrative                            Services Agreement. |
|-----|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

| (2) | Measured during the Fund’s most recently completed                            fiscal year. |
|-----|--------------------------------------------------------------------------------------------------|

**EXHIBIT** **G**

 

| **Fund**                                                       | **Date of Current                                Management Agreement** | **Date Current                                Management Agreement Last Submitted to Shareholder                                Vote** | **Purpose of Last                                Submission of Current Management Agreement to Shareholder                                Vote** | **Date of Last                                Renewal of Current Management Agreement by Board** | **Action Taken by                                Board (Other than Renewal) Since Beginning of Fund’s Last                                Fiscal Year** |
|----------------------------------------------------------------|-------------------------------------------------------------------------|----------------------------------------------------------------------------------------------------------------------------------------|--------------------------------------------------------------------------------------------------------------------------------------------------|--------------------------------------------------------------------------------------------------|---------------------------------------------------------------------------------------------------------------------------------------------------------------|
| DWS Balanced                            Fund                   | March 11, 2005                                                          | March 28, 2002                                                                                                                         | Change in control of Advisor                                                                                                                     | September                            19, 2007                                                    |                                                                                                                                                          |
| DWS Blue Chip                            Fund                  | April 5, 2002                                                           | March 28, 2002                                                                                                                         | Change in control of Advisor                                                                                                                     | September                            19, 2007                                                    |                                                                                                                                                          |
| DWS California Tax-Free                            Income Fund | April 5, 2002                                                           | March 28, 2002                                                                                                                         | Change in control of Advisor                                                                                                                     | September                            19, 2007                                                    |                                                                                                                                                          |
| DWS Dreman Concentrated                            Value Fund  | June 1, 2005                                                            | May 30, 2005                                                                                                                           | Sole Stockholderapproved initial IMA                                                                                                             | September                            19, 2007                                                    |                                                                                                                                                          |
| DWS Dreman High Return                            Equity Fund  | April 5, 2002                                                           | March 28, 2002                                                                                                                         | Change in control of Advisor                                                                                                                     | September                            19, 2007                                                    |                                                                                                                                                          |
| DWS Dreman Mid Cap Value                            Fund       | August 1, 2005                                                          | July 29, 2005                                                                                                                          | Sole Stockholderapproved initial IMA                                                                                                             | September                            19, 2007                                                    |                                                                                                                                                          |
| DWS Dreman Small Cap                            Value Fund     | April 5, 2002                                                           | March 28, 2002                                                                                                                         | Change in control of Advisor                                                                                                                     | September                            19, 2007                                                    |                                                                                                                                                          |
| DWS High Income                            Fund                | April 5, 2002                                                           | March 28, 2002                                                                                                                         | Change in control of Advisor                                                                                                                     | September                            19, 2007                                                    |                                                                                                                                                          |
| DWS New York Tax-Free                            Income Fund   | April 5, 2002                                                           | March 28, 2002                                                                                                                         | Change in control of Advisor                                                                                                                     | September                            19, 2007                                                    |                                                                                                                                                          |
| DWS Strategic Income                            Fund           | April 5, 2002                                                           | March 28, 2002                                                                                                                         | Change in control of Advisor                                                                                                                     | September                            19, 2007                                                    |                                                                                                                                                          |
| DWS Target 2008                            Fund                | April 5, 2002                                                           | March 28, 2002                                                                                                                         | Change in control of Advisor                                                                                                                     | September                            19, 2007                                                    |                                                                                                                                                          |
| DWS Target 2010                            Fund                | April 5, 2002                                                           | March 28, 2002                                                                                                                         | Change in control of Advisor                                                                                                                     | September                            19, 2007                                                    |                                                                                                                                                          |
| DWS Target 2011                            Fund                | April 5, 2002                                                           | March 28, 2002                                                                                                                         | Change in control of Advisor                                                                                                                     | September                            19, 2007                                                    |                                                                                                                                                          |

 

 

| DWS Target 2012                            Fund                | April 5, 2002 | March 28, 2002 | Change in control of Advisor | September                            19, 2007 |   |
|----------------------------------------------------------------|---------------|----------------|------------------------------|-----------------------------------------------|--------|
| DWS Target 2013                            Fund                | April 5, 2002 | March 28, 2002 | Change in control of Advisor | September                            19, 2007 |   |
| DWS Target 2014                            Fund                | April 5, 2002 | March 28, 2002 | Change in control of Advisor | September                            19, 2007 |   |
| DWS Technology                            Fund                 | April 5, 2002 | March 28, 2002 | Change in control of Advisor | September                            19, 2007 |   |
| DWS U.S. Government                            Securities Fund | April 5, 2002 | March 28, 2002 | Change in control of Advisor | September                            19, 2007 |   |

 

**EXHIBIT** **H**

**INFORMATION REGARDING EACH FUND'S RELATIONSHIP WITH**

**DIMA AND CERTAIN AFFILIATES**

For purposes of the information below, “Affiliated Broker”            means any broker:

|   | **•** | That is an affiliated person of the Fund; |
|--------|------------|-------------------------------------------|

|   | **•** | That is an affiliated person of such person;                            or |
|--------|------------|----------------------------------------------------------------------------|

|   | **•** | That is an affiliated person of which is an affiliated                            person of the Fund, DIMA, the Fund’s principal underwriter or the                            Fund’s administrator. |
|--------|------------|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

No commissions were paid to Affiliated Brokers for each Fund’s            most recent fiscal year. The following fees were paid by the Fund to DIMA and its            affiliates during its most recent fiscal year for services provided to the Fund (other            than under an investment advisory contract or for brokerage commissions). These            services will continue to be provided after the Investment Management Agreement is            approved.

             

| **Funds**                           | **Fiscal Year                                End** | **Distributor****Fees(1)** | **Transfer Agent                                Fees(2)** | **Fund Accounting                                Fees(3)** | **Typesetting and                                Filing Fees(4)** |
|-------------------------------------|----------------------------------------------------|----------------------------|-----------------------------------------------------------|------------------------------------------------------------|-------------------------------------------------------------------|
| DWS Balanced Fund                   | October, 2006                                      | $ 4,638,167                | $3,701,029                                                | N/A                                                        | $36,840                                                           |
| DWS Blue Chip Fund                  | October, 2006                                      | $ 2,291,672                | $1,334,005                                                | N/A                                                        | $18,720                                                           |
| DWS California Tax-Free Income Fund | August, 2006                                       | $ 1,445,445                | $ 281,415                                                 | N/A                                                        | $20,040                                                           |
| DWS Dreman Concentrated Value Fund  | November, 2006                                     | $ 197,671                  | $ 63,186                                                  | $99,286                                                    | $13,872                                                           |
| DWS Dreman High Return Equity Fund  | November, 2006                                     | $30,073,445                | $8,388,556                                                | N/A                                                        | $18,432                                                           |
| DWS Dreman Mid Cap Value Fund       | November, 2006                                     | $ 91,799                   | $ 40,730                                                  | $134,211                                                   | $18,912                                                           |
| DWS Dreman Small Cap Value Fund     | November, 2006                                     | $ 5,283,260                | $1,944,635                                                | N/A                                                        | $19,392                                                           |
| DWS High Income Fund                | September, 2006                                    | $ 7,637,429                | $2,468,850                                                | N/A                                                        | $18,820                                                           |
| DWS New York Tax-Free Income Fund   | August, 2006                                       | $ 367,898                  | $ 143,370                                                 | N/A                                                        | $18,840                                                           |
| DWS Strategic Income Fund           | October, 2006                                      | $ 1,155,616                | $ 602,485                                                 | N/A                                                        | $18,720                                                           |
| DWS Target 2008 Fund                | July, 2007                                         | $ 47,156                   | $ 27,960                                                  | N/A                                                        | $16,197                                                           |
| DWS Target 2010 Fund                | July, 2007                                         | $ 115,748                  | $ 50,350                                                  | N/A                                                        | $12,310                                                           |
| DWS Target 2011 Fund                | July, 2007                                         | $ 184,906                  | $ 82,354                                                  | N/A                                                        | $15,590                                                           |
| DWS Target 2012 Fund                | July, 2007                                         | $ 146,711                  | $ 68,253                                                  | N/A                                                        | $15,730                                                           |
| DWS Target 2013 Fund                | July, 2007                                         | $ 105,194                  | $ 62,682                                                  | N/A                                                        | $11,259                                                           |
| DWS Target 2014 Fund                | July, 2007                                         | $ 104,963                  | $ 59,834                                                  | N/A                                                        | $28,745                                                           |
| DWS Technology Fund                 | October, 2006                                      | $ 3,533,387                | $3,456,008                                                | N/A                                                        | $23,460                                                           |
| DWS U.S. Government Securities Fund | October, 2006                                      | $ 6,323,156                | $3,168,919                                                | N/A                                                        | $20,620                                                           |

 

_____________

| (1) | DWS-SDI provides Distributor services for all Funds                            listed. |
|-----|----------------------------------------------------------------------------------------|

| (2) | DWS-SISC provides Transfer Agent services for all Funds                            listed. |
|-----|--------------------------------------------------------------------------------------------|

| (3) | DWS-SFAC provides Fund Accounting services for all Funds                            listed. |
|-----|---------------------------------------------------------------------------------------------|

| (4) | DIMA also provides typesetting and filing services for                            all Funds listed. |
|-----|-----------------------------------------------------------------------------------------------------|

**EXHIBIT** **I**

**FORM OF AMENDED AND RESTATED**

**DECLARATION OF TRUST**

**OF**

**[NAME OF TRUST]**

**DATED**

**[            ]**

| Article 1 | NAME AND DEFINITIONS | 1 |
|----------------|----------------------|---|

|   | Section 1.1 | Name | 1 |
|--------|-------------|------|---|

|   | Section 1.2 | Definitions | 1 |
|--------|-------------|-------------|---|

| Article 2 | TRUSTEES | 2 |
|----------------|----------|---|

|   | Section 2.1 | General Powers | 2 |
|--------|-------------|----------------|---|

|   | Section 2.2 | Certain Specific Powers | 3 |
|--------|-------------|-------------------------|---|

|   | Section 2.3 | Legal Title | 5 |
|--------|-------------|-------------|---|

|   | Section 2.4 | Issuance and Repurchase of Shares | 5 |
|--------|-------------|-----------------------------------|---|

|   | Section 2.5 | Delegation; Committees | 5 |
|--------|-------------|------------------------|---|

|   | Section 2.6 | Collection and Payment | 5 |
|--------|-------------|------------------------|---|

|   | Section 2.7 | Expenses | 6 |
|--------|-------------|----------|---|

|   | Section 2.8 | Manner of Acting | 6 |
|--------|-------------|------------------|---|

|   | Section 2.9 | By-Laws | 6 |
|--------|-------------|---------|---|

|   | Section 2.10 | Principal Transactions | 6 |
|--------|--------------|------------------------|---|

|   | Section 2.11 | Number of Trustees | 6 |
|--------|--------------|--------------------|---|

|   | Section 2.12 | Election and Term | 6 |
|--------|--------------|-------------------|---|

|   | Section 2.13 | Resignation and Removal | 6 |
|--------|--------------|-------------------------|---|

|   | Section 2.14 | Vacancies | 7 |
|--------|--------------|-----------|---|

| Article 3 | CONTRACTS | 7 |
|----------------|-----------|---|

|   | Section 3.1 | Distribution Contract; Transfer Agent; Shareholder                            Servicing Agent;                            Custodian                                                                                                                                                                             7 |
|--------|-------------|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

|   | Section 3.2 | Advisory or Management Contract;                            Administration | 7 |
|--------|-------------|----------------------------------------------------------------------------|---|

|   | Section 3.3 | Affiliations of Trustees or Officers, Etc | 8 |
|--------|-------------|-------------------------------------------|---|

|   | Section 3.4 | Further Authority of Trustees | 8 |
|--------|-------------|-------------------------------|---|

| ARTICLE 4 | LIMITATIONS OF LIABILITY OF SHAREHOLDERS, TRUSTEES AND                            OTHERS                                                                                                                                                                                                                                                    8 |
|----------------|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

|   | Section 4.1 | No Personal Liability of Shareholders, Trustees, Etc.                            Generally | 8 |
|--------|-------------|--------------------------------------------------------------------------------------------|---|

|   | Section 4.2 | Non-Liability of Trustees, Etc. to Trust or                            Shareholders | 9 |
|--------|-------------|-------------------------------------------------------------------------------------|---|

|   | Section 4.3 | Mandatory Indemnification | 9 |
|--------|-------------|---------------------------|---|

|   | Section 4.4 | No Bond Required of Trustees | 11 |
|--------|-------------|------------------------------|----|

|   | Section 4.5 | No Duty of Investigation; Notice in Trust Instruments,                            Etc | 11 |
|--------|-------------|---------------------------------------------------------------------------------------|----|

|   | Section 4.6 | Reliance on Experts, Etc | 11 |
|--------|-------------|--------------------------|----|

|   | Section 4.7 | Derivative Actions | 12 |
|--------|-------------|--------------------|----|

| Article 5 | SHARES OF BENEFICIAL INTEREST | 12 |
|----------------|-------------------------------|----|

|   | Section 5.1 | Beneficial Interest | 12 |
|--------|-------------|---------------------|----|

|   | Section 5.2 | Rights of Shareholders | 12 |
|--------|-------------|------------------------|----|

|   | Section 5.3 | Trust Only | 12 |
|--------|-------------|------------|----|

|   | Section 5.4 | Issuance of Shares | 12 |
|--------|-------------|--------------------|----|

|   | Section 5.5 | Ownership of Shares; Small Accounts | 13 |
|--------|-------------|-------------------------------------|----|

|   | Section 5.6 | Disclosure of Holdings | 13 |
|--------|-------------|------------------------|----|

|   | Section 5.7 | Notices; Reports | 13 |
|--------|-------------|------------------|----|

|   | Section 5.8 | Voting Powers | 13 |
|--------|-------------|---------------|----|

|   | Section 5.9 | Meetings of Shareholders; Action by Written                            Consent | 14 |
|--------|-------------|--------------------------------------------------------------------------------|----|

|   | Section 5.10 | Series | 15 |
|--------|--------------|--------|----|

|   | Section 5.11 | Classes | 16 |
|--------|--------------|---------|----|

|   | Section 5.12 | Establishment and Designation of Series and                            Classes | 16 |
|--------|--------------|--------------------------------------------------------------------------------|----|

| Article 6 | REDEMPTION AND REPURCHASE OF SHARES | 16 |
|----------------|-------------------------------------|----|

|   | Section 6.1 | Redemption of Shares | 16 |
|--------|-------------|----------------------|----|

|   | Section 6.2 | Price | 16 |
|--------|-------------|-------|----|

|   | Section 6.3 | Payment | 17 |
|--------|-------------|---------|----|

|   | Section 6.4 | Redemption of Shareholder’s Interest | 17 |
|--------|-------------|--------------------------------------------|----|

|   | Section 6.5 | Reductions in Number of Outstanding Shares Pursuant to                            Net Asset Value                            Formula                                                                                                                                                                                                                      17 |
|--------|-------------|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

|   | Section 6.6 | Suspension of Right of Redemption | 17 |
|--------|-------------|-----------------------------------|----|

| ARTICLE 7 | DETERMINATION OF NET ASSET VALUE, NET INCOME AND                            DISTRIBUTIONS                                                                                                                                                                                                                               18 |
|----------------|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

|   | Section 7.1 | Determination of Net Asset Value | 18 |
|--------|-------------|----------------------------------|----|

|   | Section 7.2 | Distributions to Shareholders | 18 |
|--------|-------------|-------------------------------|----|

|   | Section 7.3 | Constant Net Asset Value | 18 |
|--------|-------------|--------------------------|----|

|   | Section 7.4 | Reserves | 18 |
|--------|-------------|----------|----|

|   | Section 7.5 | Determination by Trustees | 18 |
|--------|-------------|---------------------------|----|

| ARTICLE 8 | DURATION; TERMINATION OF TRUST; AMENDMENT; MERGERS,                            ETC                                                                                                                                                   19 |
|----------------|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

|   | Section 8.1 | Duration | 19 |
|--------|-------------|----------|----|

|   | Section 8.2 | Termination of Trust | 19 |
|--------|-------------|----------------------|----|

|   | Section 8.3 | Amendment Procedure | 20 |
|--------|-------------|---------------------|----|

|   | Section 8.4 | Merger, Consolidation and Sale of Assets | 21 |
|--------|-------------|------------------------------------------|----|

| Article 9 | MISCELLANEOUS | 21 |
|----------------|---------------|----|

|   | Section 9.1 | Filing | 21 |
|--------|-------------|--------|----|

|   | Section 9.2 | Governing Law; Forum Selection | 21 |
|--------|-------------|--------------------------------|----|

|   | Section 9.3 | Counterparts and Headings | 22 |
|--------|-------------|---------------------------|----|

|   | Section 9.4 | Reliance by Third Parties | 22 |
|--------|-------------|---------------------------|----|

|   | Section 9.5 | Provisions in Conflict with Law | 22 |
|--------|-------------|---------------------------------|----|

**AMENDED AND RESTATED**

**DECLARATION OF TRUST**

**OF**

**[NAME OF TRUST]**

**DATED ____________ ____, _________**

**THIS AMENDED AND RESTATED DECLARATION OF TRUST**is made as of this ___ day of            [                   ],            2008 by the Trustees hereunder.

**WHEREAS**, the [NAME OF TRUST] was            established pursuant to a Declaration of Trust dated [DATE OF ORIGINAL DECLARATION] (as            amended to the date hereof, the “Original Declaration”) for the purposes of            carrying on the business of a management investment company;

**WHEREAS**, the Trustees, pursuant to            Section 4, Article IX of the Original Declaration, may amend this Declaration            with the vote or consent of the Shareholders as required by such Section;

**WHEREAS**, this Amended and Restated            Declaration of Trust has been amended in accordance with the provisions of the Original            Declaration in effect as of the date hereof;

**WHEREAS**, the Trustees and any successor            Trustees elected in accordance with Article II hereof are acquiring and may            hereafter acquire assets and properties which they will hold and manage as trustees of            a Massachusetts business trust in accordance with the provisions hereinafter set            forth;

**WHEREAS**, the Trustees declare that they            will hold all cash, securities and other assets and properties, which they may from            time to time acquire in any manner as Trustees hereunder, IN TRUST, and that they will            manage and dispose of the same upon the following terms and conditions for the benefit            of the holders from time to time of shares of beneficial interest in this Trust as            hereinafter set forth.

**ARTICLE** **FIRST**

 

**NAME AND DEFINITIONS**

Section 1.1       **Name**. The name of the trust created hereby            is the “NAME OF TRUST” and the Trustees shall conduct the business of the            Trust under that name or any other name as they may from time to time            determine.

Section 1.2       **Definitions**. Wherever they are used herein,            unless otherwise required by the context or specifically provided, the following terms            have the following respective meanings:

(a)        “By-Laws”            means the By-Laws referred to in Section 2.9 hereof, as from time to time            amended.

(b)       “Class” means            the two or more Classes as may be established and designated from time to time by the            Trustees pursuant to Section 5.12 hereof.

(c)        The terms            “Commission” and “Interested Person” shall have the same            meanings given to such terms in the 1940 Act. The term “vote of a majority of the            outstanding voting securities” shall have the same meaning given to it in the            1940 Act.

(d)       “Declaration”            means this Amended and Restated Declaration of Trust as further amended from time to            time. Reference in this Declaration of Trust to “Declaration,”            “hereof,” “herein,”

and            “hereunder” shall be deemed to refer to this Declaration rather than            exclusively to the article or section in which such words appear.

|   | (e) | “His” shall include the feminine and neuter,                            as well as the masculine, genders. |
|--------|-----|------------------------------------------------------------------------------------------------------------------------|

(f)        The “1940            Act” refers to the Investment Company Act of 1940 (and any successor statute) as            the 1940 Act and the rules and regulations thereunder, all as amended from time to            time, may apply to the Trust or any Series or Class thereof including pursuant to any            exemptive or similar relief issued by the Commission or the Staff of the Commission            under such Act. In construing the 1940 Act, the Trustees and officers of the Trust may,            to the extent deemed appropriate, rely on interpretations of the 1940 Act issued by the            Commission or the Staff thereof.

(g)       “Outstanding            Shares” means those Shares shown from time to time on the books of the Trust or            its transfer agent as then issued and outstanding, but shall not include Shares which            have been redeemed or repurchased by the Trust.

(h)       “Person” means            and includes individuals, corporations, partnerships, trusts, associations, joint            ventures and other entities, whether or not legal entities, and governments and            agencies and political subdivisions thereof.

(i)        “Series”            individually or collectively means the two or more Series as may be established and            designated from time to time by the Trustees pursuant to Section 5.12            hereof.

|   | (j) | “Shareholder” means a record owner of                            Outstanding Shares. |
|--------|-----|--------------------------------------------------------------------------------------------------|

(k)       “Shares” means            the units of interest into which the beneficial interest in the Trust shall be divided            from time to time, including the Shares of any and all Series and Classes which may be            established and designated by the Trustees and includes fractions of Shares as well as            whole Shares.

(l)        The            “Trust” refers to the Massachusetts business trust established by this            Declaration of Trust, as amended from time to time.

(m)      The “Trust Property”            means any and all property, real or personal, tangible or intangible, which is owned or            held by or for the account of the Trust or the Trustees.

(n)       The “Trustees”            means at any time the persons who have signed this Declaration, so long as they shall            continue in office in accordance with the terms hereof, and all persons who may at that            time be duly qualified and serving as Trustees in accordance with the provisions of            Article II hereof and reference herein to a Trustee or the Trustees shall refer to            such person or persons in this capacity or their capacities as Trustees            hereunder.

**ARTICLE** **SECOND**

 

**TRUSTEES**

Section 2.1       **General Powers**. The Trustees shall have            exclusive and absolute control over the Trust Property and over the business of the            Trust to the same extent as if the Trustees were the sole owners of the Trust Property            and business in their own right, but with full powers of delegation except as may            otherwise be expressly prohibited by this Declaration. The Trustees shall have power to            conduct the business of the Trust and carry on its operations and maintain offices both            within and without the Commonwealth of Massachusetts, and to do all such other things            and execute all such instruments as they

deem            necessary, proper or desirable in order to promote the interests of the Trust. In            construing the provisions of this Declaration, the presumption shall be in favor of a            grant of power to the Trustees. Without limiting the foregoing the Trustees shall have            power and authority to operate and carry on the business of an investment company and            exercise all the powers as are necessary, convenient, appropriate, incidental or            customary in connection therewith and may exercise all powers which are ordinarily            exercised by the trustees of a Massachusetts business trust. The enumeration of any            specific power herein shall not be construed as limiting the aforesaid general powers.            Such powers of the Trustees may be exercised without order of or resort to any            court.

The Trustees may construe any of the provisions of this Declaration            insofar as the same may appear to be ambiguous or inconsistent with any other            provisions hereof, and any such construction hereof by the Trustees in good faith shall            be conclusive as to the meaning to be given to such provisions.

Any determination made by or pursuant to the direction of the Trustees            in good faith and consistent with the provisions of this Declaration shall be final and            conclusive and shall be binding upon the Trust, every holder at any time of Shares and            any other interested party.

|   | Section 2.2 | **Certain Specific                            Powers**. |
|--------|-------------|---------------------------------------------------------|

(a)        Investments. The            Trustees shall not in any way be bound or limited by present or future laws, rules,            regulations, or customs in regard to trust investments, but shall have full authority            and power to make, invest and reinvest in, to buy or otherwise acquire, to hold, for            investment or otherwise, to borrow, to sell or otherwise dispose of, to lend or to            pledge, to trade in or deal in any and all investments in which they, in their absolute            discretion, deem proper to accomplish the purpose of the Trust. In furtherance of, and            in no way limiting, the foregoing, the Trustees shall have power and            authority:

(i)        To exercise powers            and rights of subscription or otherwise which in any manner arise out of ownership of            securities;

(ii)       To hold any security or            property in a form not indicating any trust, whether in bearer, unregistered or other            negotiable form; or either in their or the Trust’s name or in the name of a            custodian or a nominee or nominees;

(iii)      To exercise all rights, powers            and privileges of ownership or interest in all securities, repurchase agreements,            futures contracts and options and other assets included in the Trust Property,            including the right to vote thereon and otherwise act with respect thereto and to do            all acts for the preservation, protection, improvement and enhancement in value of all            such assets;

(iv)      To acquire (by purchase, lease            or otherwise) and to hold, use, maintain, develop and dispose of (by sale or otherwise)            any property, real or personal, tangible or intangible, including cash, and any            interest therein;

(v)       To borrow money for any            purpose and in this connection issue notes or other evidence of indebtedness; to secure            borrowings by mortgaging, pledging or otherwise subjecting as security the Trust            Property; to endorse, guarantee, or undertake the performance of any obligation or            engagement of any other Person and to lend Trust Property;

(vi)      To aid by further investment any            corporation, company, trust, association or firm, any obligation of or interest in            which is included in the Trust Property or in the affairs of which the Trustees have            any direct or indirect interest; to do all acts and things designed to

protect, preserve, improve or enhance the value of such obligation or            interest, and to guarantee or become surety on any or all of the contracts, stocks,            bonds, notes, debentures and other obligations of any such corporation, company, trust,            association or firm;

(vii)     To consent to or participate in any            plan for the reorganization, consolidation or merger of any corporation or issuer, any            security or property of which is held in the Trust; to consent to any contract, lease,            mortgage, purchase, or sale of property by such corporation or issuer, and to pay calls            or subscriptions with respect to any security held in the Trust; and

(viii)    To join with other security holders in            acting through a committee, depositary, voting trustee or otherwise, and in that            connection to deposit any security with, or transfer any security to, any such            committee, depositary or trustee, and to delegate to them such power and authority with            relation to any security (whether or not so deposited or transferred) as the Trustees            shall deem proper, and to agree to pay, and to pay, such portion of the expenses and            compensation of such committee, depositary or trustee as the Trustees shall deem            proper.

|   | (b) | Additional Powers. |
|--------|-----|--------------------|

The Trustees shall have the power:

(i)        To employ or contract            with, or make payments to, such Persons as the Trustees may deem desirable for the            transaction of the business of the Trust;

(ii)       To enter into joint            ventures, partnerships and any other combinations or associations;

(iii)      To elect and remove such            officers and appoint and terminate such agents or employees as they consider            appropriate;

(iv)      To purchase, and pay for out of            Trust Property, (A) insurance policies insuring the Shareholders, Trustees,            officers, employees, agents, investment advisers, distributors, administrators,            selected dealers or independent contractors of the Trust against all claims arising by            reason of holding any such position or by reason of any action taken or omitted by any            such Person in such capacity, whether or not the Trust would have the power to            indemnify such Person against such liability, (B) insurance for the protection of            Trust Property or (C) such other insurance as the Trustees in their sole judgment            shall deem advisable;

(v)       To establish pension,            profit-sharing, share purchase, and other retirement, incentive and benefit plans,            including the purchasing of life insurance and annuity contracts as a means of            providing such retirement and other benefits, for any Trustees, officers, employees and            agents of the Trust;

(vi)      To the extent permitted by law,            to indemnify any person with whom the Trust has dealings, including any investment            adviser, distributor, administrator, custodian, transfer agent and selected dealers, to            such extent as the Trustees shall determine;

|   | (vii) | To guarantee indebtedness or contractual obligations of                            others; |
|--------|-------|--------------------------------------------------------------------------------------------|

(viii)    To determine and change the fiscal year of            the Trust and the method by which its accounts shall be kept;

(ix)      To adopt a seal for the Trust,            but the absence of such seal shall not impair the validity of any instrument executed            on behalf of the Trust;

(x)       To enter into a plan of            distribution and any related agreements whereby the Trust may finance directly or            indirectly any activity which is primarily intended to result in the sale of Shares;            and

(xi)      To carry on any other business            in connection with or incidental to any of the powers enumerated in this Declaration,            to do everything necessary, suitable or proper for the accomplishment of any purpose or            the attainment of any object or the furtherance of any power herein set forth, either            alone or in association with others, and to do every other act or thing incidental or            appurtenant to or growing out of or connected with the aforesaid business or purposes,            objects or powers.

(c)        The foregoing            enumeration of the powers and authority of the Trustees shall be read as broadly and            liberally as possible, it being the intent of the foregoing to in no way limit the            Trustees’ powers and authority.

Section 2.3       **Legal Title**. Title to all of the assets of            each Series of Shares and of the Trust shall at all times be considered as vested in            the Trustees. Such title shall automatically vest at the time a person becomes a            Trustee and shall automatically unvest at the time a person ceases to be a Trustee, in            each case without the execution or delivery of any conveyancing instrument.

Section 2.4       **Issuance and Repurchase of Shares**. The            Trustees shall have the power to issue, sell, repurchase, redeem, retire, cancel,            acquire, hold, resell, reissue, dispose of, transfer, and otherwise deal in Shares and            in any options, warrants or other rights to purchase Shares or any other interests in            the Trust other than Shares.

Section 2.5       **Delegation; Committees**. The Trustees shall            have power to delegate from time to time to one or more of their number or to officers,            employees or agents of the Trust the doing of such things and the execution of such            instruments either in the name of the Trust or the names of the Trustees or otherwise            as the Trustees may deem expedient, except to the extent such delegation is prohibited            by the 1940 Act.

Without limiting the foregoing, and notwithstanding any provisions            herein to the contrary, the Trustees may by resolution appoint committees consisting of            one or more, but less than the whole number of, Trustees then in office, which            committees may be empowered to act for and bind the Trustees and the Trust, as if the            acts of such committees were the acts of all the Trustees then in office.

Section 2.6       **Collection and Payment**. The Trustees shall            have power to collect all money or other property due to the Trust; to pay all claims,            including taxes, against the Trust Property; to prosecute, defend, arbitrate,            compromise or abandon any claims relating to the Trust Property but shall have no            liability for failing to do so; to foreclose any security interest securing any            obligations, by virtue of which any money or other property is owed to the Trust; and            to enter into releases, agreements and other instruments.

Section 2.7       **Expenses**. The Trustees shall have the power            to incur and pay any expenses which in the opinion of the Trustees are necessary or            incidental to carry out any of the purposes of this Declaration, to pay reasonable            compensation from the funds of the Trust to themselves as Trustees and to reimburse            themselves from the funds of the Trust for their expenses and disbursements. The            Trustees shall fix the compensation of all officers, employees and Trustees.

Section 2.8       **Manner of Acting**. Except as otherwise            provided herein or in the By-Laws, any action to be taken by the Trustees may be taken            by a majority of the Trustees present at a meeting of Trustees (a quorum being            present), including any meeting held by means of a conference telephone circuit or            similar communications equipment by means of which all persons participating in the            meeting can hear each other, or by written consents of a majority of Trustees then in            office. Except as set forth specifically in this Declaration, any action that may be            taken by the Trustees may be taken by them without the vote or consent of            Shareholders.

Section 2.9       **By-Laws**. The Trustees may adopt By-Laws not            inconsistent with this Declaration to provide for the conduct of the business of the            Trust and may amend or repeal such By-Laws to the extent such power is not reserved to            the Shareholders.

Section 2.10     **Principal Transactions**. Except in            transactions not permitted by the 1940 Act, the Trustees may, on behalf of the Trust,            buy any securities from or sell any securities to, or lend any assets of the Trust to,            any Trustee or officer of the Trust or any firm of which any such Trustee or officer is            a member acting as principal, or have any such dealings with any investment adviser,            distributor, administrator, custodian or transfer agent or with any Interested Person            of such Person; and the Trust may employ any such Person, or firm or company in which            such Person is an Interested Person, as broker, legal counsel, registrar, transfer            agent, dividend disbursing agent or custodian upon customary terms.

Section 2.11     **Number of Trustees**. The number of Trustees            shall be such number as shall be determined from time to time by the Trustees then in            office. No decrease in the number of Trustees shall have the effect of removing any            Trustee from office prior to the expiration of his term, but the number of Trustees may            be decreased in conjunction with the removal of a Trustee pursuant to this            Article II.

Section 2.12     **Election and Term**. Except as provided in            Section 2.13 below, each Trustee shall hold office until the next meeting of            Shareholders called for the purpose of considering the election or re-election of such            Trustee or of a successor to such Trustee, and until his successor is elected and            qualified. Any vacancy resulting from a newly created Trusteeship or the death,            resignation, retirement, removal, or incapacity of a Trustee may be filled by the            affirmative vote or consent of a majority of the Trustees then in office, except as            prohibited by the 1940 Act.

Section 2.13     **Resignation and Removal**. Any Trustee may            resign (without the need for any prior or subsequent accounting, except as such            accounting may be required by a majority of the remaining Trustees) by an instrument in            writing signed by him and delivered or mailed to the Chairman, if any, the President or            the Secretary, and such resignation shall be effective upon such delivery, or at a            later date according to the terms of the instrument. Any Trustee who has attained a            mandatory retirement age or term limit established pursuant to, or is otherwise            required to retire in accordance with, any written policy adopted from time to time by            the Trustees shall, automatically and without action of such Trustee or the remaining            Trustees, be deemed to have retired in accordance with the terms of such policy,            effective as of the date determined in accordance with such policy; and any Trustee who            has become incapacitated by illness or injury as determined by a majority of the other            Trustees, may be retired by written instrument signed by a majority of the other            Trustees. Any of the Trustees may be removed (provided the aggregate number of Trustees            after such removal shall not be less than one) by the action of two-thirds of the            remaining Trustees or by vote of Shareholders holding two thirds of the Outstanding            Shares. The Trustees shall promptly call a meeting of the Shareholders for the purpose            of voting upon the question of removal of any Trustee or Trustees when requested in            writing so to do by the holders of not less than ten percent of the Outstanding Shares,            and in that connection, the Trustees will assist shareholder communications to the            extent provided for in Section 16(c) under the 1940 Act. Except to the extent            expressly provided in a written agreement to which the Trust is a party or in a written            policy adopted by

the            Trustees, no resigning or removed Trustee shall have any right to any compensation for            any period following his resignation or removal, or any right to damages on account of            such removal.

Section 2.14     **Vacancies**. The death, resignation,            retirement, removal, or incapacity, of the Trustees, or any of them, shall not operate            to annul the Trust or to revoke any existing agency created pursuant to the terms of            this Declaration. Whenever a vacancy in the number of Trustees shall occur, until such            vacancy is filled as provided herein, or the number of Trustees as determined is            reduced, the Trustees in office, regardless of their number, shall have all the powers            granted to the Trustees, and during the period during which any such vacancy shall            occur, only the Trustees then in office shall be counted for the purposes of the            existence of a quorum or any action to be taken by such Trustees.

**ARTICLE** **THIRD**

 

**CONTRACTS**

Section 3.1       **Distribution Contract; Transfer Agent; Shareholder Servicing Agent;            Custodian**. The Trustees may in their discretion from time to            time enter into an exclusive or non-exclusive underwriting, distribution or placement            contract or contracts providing for the sale of the Shares, whereby the Trustees may            either agree to sell the Shares to the other party to the contract or appoint such            other party as the Trust’s sales agent for the Shares, and in either case on such            terms and conditions, and providing for such compensation, as the Trustees may in their            discretion determine; and such contract may also provide for the repurchase of the            Shares by such other party as principal or as agent of the Trust. The Trustees may in            their discretion from time to time enter into one or more transfer agency and/or            shareholder servicing contract(s), in each case with such terms and conditions, and            providing for such compensation, as the Trustees may in their discretion deem            advisable. All securities and cash of the Trust or any Series thereof shall be held            pursuant to a written contract or contracts with one or more custodians and            subcustodians, each meeting the requirements for a custodian contained in the 1940 Act,            or shall otherwise be held in accordance with the 1940 Act.

Section 3.2       **Advisory or Management Contract;            Administration**. The Trustees may in their discretion from            time to time enter into an investment advisory or management contract or separate            contracts with respect to one or more Series whereby the other party to such contract            shall undertake to furnish to the Trust such management, investment advisory,            statistical and research facilities and services, proxy voting services and such other            facilities and services, including administrative services, if any, and all upon such            terms and conditions and for such compensation, as the Trustees may in their discretion            determine, including the grant of authority to such other party to determine what            securities shall be purchased or sold by the Trust or any Series and what portion of            its assets shall be uninvested, which authority shall include the power to make changes            in the investments of the Trust or any Series.

The Trustees may also employ, or authorize the investment adviser or a            sub-adviser to employ, one or more sub-advisers from time to time to perform such of            the acts and services of the investment adviser or sub-adviser and upon such terms and            conditions and for such compensation as may be agreed upon between the investment            adviser, the sub-adviser and/or such other sub-advisers and approved by the Trustees.            Any reference in this Declaration to the investment adviser shall be deemed to include            such sub-advisers unless the context otherwise requires.

The Trustees may, in their discretion from time to time enter into            administration and/or, fund accounting contract(s), in each case with such terms and            conditions, and providing for such compensation, as the Trustees may in their            discretion deem advisable.

|   | Section 3.3 | **Affiliations of Trustees or Officers,                            Etc**. The fact that: |
|--------|-------------|------------------------------------------------------------------------------------------|

(i)        any of the            Shareholders, Trustees or officers of the Trust is a shareholder, director, officer,            partner, member, trustee, employee, manager, adviser or distributor of or for any            partnership, limited liability company, corporation, trust, association or other            organization or of or for any parent or affiliate of any organization, with which a            contract of the character described in Sections 3.1 or 3.2 above or for related            services may have been or may hereafter be made, or that any such organization, or any            parent or affiliate thereof, is a Shareholder of or has an interest in the Trust, or            that

(ii)       any partnership, limited            liability company, corporation, trust, association or other organization with which a            contract of the character described in Sections 3.1 or 3.2 above or for related            services may have been or may hereafter be made also has any one or more of such            contracts with one or more other partnerships, limited liability companies,            corporations, trusts, associations or other organizations, or has other business or            interests,

shall not affect the validity of any such contract or disqualify any            Shareholder, Trustee or officer of the Trust from voting upon or executing the same or            create any liability or accountability to the Trust or its Shareholders.

Section 3.4       **Further Authority of Trustees**. The            authority of the Trustees hereunder to enter into contracts or other agreements or            arrangements shall include the authority of the Trustees to modify, amend, waive any            provision of, supplement, assign all or a portion of, or terminate such contracts,            agreements or arrangements. The enumeration of any specific contracts in this            Article III shall in no way be deemed to limit the power and authority of the            Trustees as set forth in Section 2.2 hereof to employ, contract with or make            payments to such Persons as the Trustees may deem desirable for the transaction of the            business of the Trust.

**ARTICLE** **FOURTH**

 

**LIMITATIONS OF LIABILITY OF SHAREHOLDERS, TRUSTEES AND            OTHERS**

Section 4.1       **No Personal Liability of Shareholders, Trustees, Etc.            Generally**. No Shareholder or former Shareholder shall be            subject to any personal liability whatsoever to any Person in connection with Trust            Property or the acts, obligations or affairs of the Trust. No Trustee, former Trustee,            officer, employee or agent of the Trust shall be subject to any personal liability            whatsoever to any Person, other than to the Trust or its Shareholders (as set forth in            Section 4.2 below), in connection with Trust Property or the acts, obligations or            affairs of the Trust; and all such Persons shall look solely to the Trust Property for            satisfaction of claims of any nature arising in connection with the affairs of the            Trust. The Trust shall indemnify and hold each Shareholder or former Shareholder            harmless from and against all claims and liabilities to which such Shareholder may            become subject solely by reason of his being or having been a Shareholder, and shall            reimburse such Shareholder for all legal and other expenses reasonably incurred by him            in connection with any such claim or liability. The indemnification and reimbursement            required by the preceding sentence shall be made only out of the assets of the one or            more Series of which the Shareholder who is entitled to indemnification or            reimbursement was a Shareholder at the time the act or event occurred which gave rise            to the claim against or liability of said Shareholder. The rights accruing to a            Shareholder under this Section 4.1 shall not impair any other right to which such            Shareholder may be lawfully entitled, nor shall anything herein contained restrict the            right of the Trust to indemnify or reimburse a Shareholder in any appropriate situation            even though not specifically provided herein.

Section 4.2       **Non-Liability of Trustees, Etc. to Trust or            Shareholders**. No Trustee, former Trustee, officer or employee            of the Trust shall be liable to the Trust or to any Shareholder for any            action

or            failure to act except for his or her own bad faith, willful misfeasance, gross            negligence or reckless disregard of his or her duties involved in the conduct of his            office. Without limiting the foregoing, a Trustee shall not be responsible for or            liable in any event for any neglect or wrongdoing of any officer, employee, investment            adviser, subadviser, principal underwriter, custodian or other agent of the Trust, nor            shall any Trustee be responsible or liable for the act or omission of any other            Trustee, except in the case of such Trustee’s own willful misfeasance, bad faith,            gross negligence or reckless disregard of the duties involved in the conduct of his            office.

Section 4.3       **Mandatory Indemnification**. (a) Subject            to the exceptions and limitations contained in paragraph (b) below:

(i)        every person who is,            or has been, a Trustee or officer of the Trust (for purposes of this Section,            “Trustee or officer” shall include persons who serve at the Trust’s            request as directors, officers or trustees of another organization in which the Trust            has any interest as a shareholder, creditor or otherwise), shall be indemnified by the            Trust to the fullest extent permitted by law against all liability and against all            expenses reasonably incurred or paid by him in connection with any claim, action, suit            or proceeding in which he becomes involved as a party or otherwise by virtue of his            being or having been a Trustee or officer, and against amounts paid or incurred by him            in the settlement thereof;

(ii)       the words            “claim,” “action,” “suit” or            “proceeding” shall apply to all claims, actions, suits or proceedings            (civil, criminal, administrative or other, including appeals), actual or threatened;            and the words “liability” and “expenses” shall include without            limitation, attorneys’ fees, costs, judgments, amounts paid in settlement, fines,            penalties and other liabilities.

|   | (b) | No indemnification shall be provided hereunder to a                            Trustee or officer: |
|--------|-----|----------------------------------------------------------------------------------------------------|

(i)        against any liability            to the Trust or the Shareholders by reason of a final adjudication by a court or other            body before which a proceeding was brought that he engaged in willful misfeasance, bad            faith, gross negligence or reckless disregard of the duties involved in the conduct of            his office;

(ii)       with respect to any matter            as to which he shall have been finally adjudicated not to have acted in good faith in            the reasonable belief that his action was in the best interest of the Trust;            or

(iii)      in the event of a settlement or            other disposition not involving a final adjudication (as provided in            paragraph (b)(i) or (b)(ii)) (whether by compromise payment, pursuant to a consent            decree or otherwise) resulting in a payment by a Trustee or officer, unless there has            been a determination that such Trustee or officer acted in good faith in the reasonable            belief that his action was in the best interests of the Trust and is not liable to the            Trust or its Shareholders by reason of willful misfeasance, bad faith, gross negligence            or reckless disregard of the duties involved in the conduct of his office:

(A)       by the court or other body            approving the settlement or other disposition; or

(B)       a reasonable determination,            based upon a review of readily available facts (as opposed to a full trial-type            inquiry), by:

(x)       a vote of a majority of the            Disinterested Trustees acting on the matter (provided that a majority of the            Disinterested Trustees then in office act on the matter); or

(y)       written opinion of legal            counsel chosen by a majority of the Trustees and determined by them in their reasonable            judgment to be independent.

(c)        The rights of            indemnification herein provided to any Trustee or officer shall be severable from those            of any other Trustee or officer, shall not affect any other rights to which any Trustee            or officer may now or hereafter be entitled, shall continue as to a person who has            ceased to be such Trustee or officer and shall inure to the benefit of the heirs,            executors, administrators and assigns of such a person. Nothing contained herein shall            affect any rights to indemnification to which any Trustee or officer or any other            person may be entitled by contract or otherwise under law.

(d)       Expenses of preparation and            presentation of a defense to any claim, action, suit or proceeding subject to a claim            for indemnification described in paragraph (a) of this Section 4.3 shall be            advanced by the Trust prior to final disposition thereof upon receipt of an undertaking            by or on behalf of the recipient to repay such amount if it is ultimately determined            that he or she is not entitled to indemnification under this Section 4.3, provided            that either:

(i)        such undertaking is            secured by a surety bond or some other appropriate security or the Trust shall be            insured against losses arising out of any such advances; or

(ii)       a majority of the            Disinterested Trustees acting on the matter (provided that a majority of the            Disinterested Trustees act on the matter) or independent legal counsel in a written            opinion shall determine, based upon a review of the readily available facts (as opposed            to a full trial-type inquiry), that there is reason to believe that the recipient            ultimately will be found entitled to indemnification.

As used in this Section 4.3, a “Disinterested Trustee”            is one who is not (i) an Interested Person of the Trust (including anyone who has            been exempted from being an Interested Person by any rule, regulation or order of the            Commission), or (ii) involved in the claim, action, suit or proceeding.

In making any determination under this Section 4.3 as to whether a            Trustee or officer engaged in conduct for which indemnification is not provided as            described herein, or as to whether there is reason to believe that a Trustee or officer            ultimately will be found entitled to indemnification, the Disinterested Trustees or            independent legal counsel making the determination shall afford the Trustee or officer            a rebuttable presumption that the Trustee or officer has not engaged in willful            misfeasance, bad faith, gross negligence or reckless disregard of the duties involved            in the conduct of the Trustee’s or officer’s office and has acted in good            faith in the reasonable belief that the Trustee’s or officer’s action was            in the best interest of the Trust or Series and its Shareholders. Any determination            pursuant to this Section 4.3 shall not prevent the recovery from any Trustee or            officer of any amount paid to such Trustee or officer in accordance with this            Section as indemnification if such Trustee or officer is subsequently adjudicated            by a court of competent jurisdiction not to have acted in good faith in the reasonable            belief that such Trustee’s or officer’s action was in the best interests of            the Trust or to have been liable to the Trust or its Shareholders by reason of willful            misfeasance, bad faith, gross negligence or reckless disregard of the duties involved            in the conduct of such Trustee’s or officer’s office.

Section 4.4       **No Bond Required of Trustees**. No Trustee            shall be obligated to give any bond or other security for the performance of any of his            duties hereunder.

Section 4.5       **No Duty of Investigation; Notice in Trust Instruments,            Etc**. No purchaser, lender, transfer agent or other Person            dealing with the Trustees or any officer, or employee of the Trust shall be bound to            make any inquiry concerning the validity of any transaction purporting to be made by            the Trustees or by said officer or employee or to see to the application of any            payments made or property transferred to the Trust or upon its order. Every obligation,            contract, instrument, certificate, Share, other security of the Trust or undertaking,            and every other act or thing whatsoever executed in connection with the Trust shall be            conclusively presumed to have been executed or done by the executors thereof only in            their capacity as Trustees under this Declaration or in their capacity as officers or            employees of the Trust. All persons extending credit to, contracting with or having any            claim against the Trust or a particular Series shall look only to the assets of the            Trust or the assets of that particular Series for payment under such credit, contract            or claim, and neither the Shareholders nor the Trustees, nor any of the Trust’s            officers, employees or agents, whether past, present or future, shall be personally            liable therefor. Every written obligation, contract, instrument, certificate, Share,            other security of the Trust or undertaking made or issued by the Trustees or officers            shall recite that the same is executed or made by them not individually, but as            Trustees or officers under the Declaration, and that the obligations of the Trust under            any such instrument are not binding upon any of the Trustees, officers or Shareholders            individually, but bind only the Trust estate, and may contain any further recital which            they or he may deem appropriate, but the omission of any such recital shall not operate            to bind the Trustees, officers or Shareholders individually.

Section 4.6       **Reliance on Experts, Etc**. Each Trustee and            officer or employee of the Trust shall, in the performance of his duties, be fully and            completely justified and protected from liability with regard to any act or any failure            to act resulting from reliance in good faith upon the books of account or other records            of the Trust, upon an opinion of counsel, or upon reports made to the Trust by any of            its officers or employees or by any investment adviser, distributor, transfer agent,            custodian, administrator, selected dealers, accountants, appraisers or other experts or            consultants selected with reasonable care by the Trustees, officers or employees of the            Trust, regardless of whether such counsel or expert may also be a Trustee. The            appointment, designation or identification of a Trustee as the chairperson of the            Trustees, as a member or chairperson of a committee of the Trustees, an expert on any            topic or in any area (including an audit committee financial expert), or the lead            independent Trustee, or any other special appointment, designation or identification of            a Trustee, shall not impose on that person any standard of care or liability that is            greater than that imposed on that person as a Trustee in the absence of the            appointment, designation or identification, and no Trustee who has special skills or            expertise, or is appointed, designated or identified as aforesaid, shall be held to a            higher standard of care by virtue thereof. In addition, no appointment, designation or            identification of a Trustee as aforesaid shall effect in any way that Trustee’s            rights or entitlement to indemnification.

Section 4.7       **Derivative Actions**. 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 Trustees requesting the Trustees to bring            or maintain such action, proceeding or claim. Such demand shall be mailed to the            Secretary or Clerk 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. In their sole discretion, the Trustees may submit the matter to a vote            of Shareholders of the Trust, as appropriate.

**ARTICLE** **FIFTH**

 

**SHARES OF BENEFICIAL INTEREST**

Section 5.1       **Beneficial Interest**. The interest of the            beneficiaries hereunder shall be divided into transferable Shares of beneficial            interest, all of one class, except as provided in Section 5.10 and

Section 5.11 hereof, with or without par value. The number of            Shares of beneficial interest authorized hereunder is unlimited. All Shares issued            hereunder including, without limitation, Shares issued in connection with a dividend in            Shares or a split of Shares, shall be fully paid and non-assessable.

Section 5.2       **Rights of Shareholders**. The ownership of            the Trust Property and the property of each Series of the Trust of every description            and the right to conduct any business hereinbefore described are vested exclusively in            the Trustees, and the Shareholders shall have no interest therein other than the            beneficial interest conferred by their Shares, and they shall have no right to call for            any partition or division of any property, profits, rights or interests of the Trust.            Neither the Trust nor the Trustees, nor any officer, employee or agent of the Trust            shall have any power to bind personally any Shareholder, nor to call upon any            Shareholder for the payment of any sum of money or assessment whatsoever other than            such as the Shareholder may at any time personally agree to pay, provided however that            any sales loads or charges, creation or redemption fees, account fees or any other fees            or charges permitted to be charged to Shareholders under applicable law shall not be            deemed to be an assessment for the purposes of this Declaration. The Shares shall be            personal property giving only the rights specifically set forth in this Declaration.            The Shares shall not entitle the holder to preference, preemptive, appraisal,            conversion or exchange rights, except as the Trustees may determine with respect to any            Class of Shares in accordance with Section 5.11 hereof. Every Shareholder, by            virtue of having become a shareholder, shall be held to have expressly assented and            agreed to the terms of this Declaration and to have become a party hereto.

Section 5.3       **Trust Only**. It is the intention of the            Trustees to create only the relationship of Trustee and beneficiary between the            Trustees and each Shareholder from time to time. It is not the intention of the            Trustees to create a general partnership, limited partnership, limited liability            company, joint stock association, corporation, bailment or any form of legal            relationship other than a trust. Nothing in this Declaration of Trust shall be            construed to make the Shareholders, either by themselves or with the Trustees, partners            or members of a joint stock association.

Section 5.4       **Issuance of Shares**. The Trustees in their            discretion may, from time to time, issue Shares, in addition to the Outstanding Shares,            to such party or parties and for such amount and type of consideration, including cash            or property, at such time or times and on such terms as the Trustees may deem            appropriate, and may in such manner acquire other assets (including the acquisition of            assets subject to, and in connection with the assumption of, liabilities) and            businesses. In connection with any issuance of Shares, the Trustees may issue            fractional Shares. The Trustees shall have full power and authority, in their sole            discretion, to divide or combine the Shares into a greater or lesser number without            thereby changing the proportionate beneficial interests in the Trust, or to take such            other action with respect to the Shares as the Trustees may deem desirable.

Section 5.5       **Ownership of Shares; Small Accounts**.            (a) The ownership and transfer of Shares shall be recorded on the books of the            Trust or its transfer or similar agent. No certificates certifying the ownership of            Shares shall be issued except as the Trustees may otherwise determine from time to            time. The Trustees may make such rules as they consider appropriate for the issuance of            Share certificates, transfer of Shares and similar matters. The record books of the            Trust, as kept by the Trust or any transfer or similar agent of the Trust, shall be            conclusive as to who are the holders of Shares and as to the number of Shares held from            time to time by each Shareholder.

(b)       In the event any            certificates representing Shares are at any time outstanding, the Trustees may at any            time or from time to time discontinue the issuance of such certificates, and in            connection therewith, upon written notice to any Shareholder holding certificates            representing Outstanding Shares, cancel such certificates, provided that such            cancellation shall not affect the ownership by such Shareholder of such Shares, and            following such cancellation, ownership and transfer of such Shares shall be recorded on            the books of the Trust or its transfer or similar agent.

(c)        The Trustees may            establish, from time to time, one or more minimum investment amounts for Shareholder            accounts, which may differ within and among any Series or Classes, and may impose            account fees on (which may be satisfied by involuntarily redeeming the requisite number            of Shares in any such account in the amount of such fee), and/or require the            involuntary redemption of, those accounts the net asset value of which for any reason            falls below such established minimum investment amounts, or may take any other such            action with respect to minimum investment amounts as may be deemed appropriate by the            Trustees, in each case upon such terms as shall be established by the            Trustees.

Section 5.6       **Disclosure of Holdings**. The holders of            Shares or others securities of the Trust shall upon demand disclose to the Trust in            writing such information with respect to direct and indirect ownership of Shares or            other securities of the Trust as the Trustees or officers deem necessary to comply with            the provisions of the Internal Revenue Code of 1986, as amended, to comply with the            requirements of any other law or regulation, or as the Trustees may otherwise decide,            and ownership of Shares may be disclosed by the Trust if so required by law or            regulation or as the Trustees may otherwise decide.

Section 5.7       **Notices; Reports**. The Trustees may from            time to time set forth in the By-Laws procedures for providing notices and other            reports to Shareholders.

Section 5.8       **Voting Powers**. The Shareholders shall have            power to vote only: (a) for the election or removal of Trustees to the extent and            as provided in Article II; (b) with respect to the termination of the Trust            or a Series thereof to the extent and as provided in Section 8.2; (c) with            respect to an amendment of this Declaration to the extent and as provided in            Section 8.3; (d) with respect to such additional matters relating to the            Trust as may be required by law; and (e) with respect to such additional matters            as the Trustees may determine to be necessary or desirable.

Each whole Share shall entitle the holder thereof to one vote as to any            matter on which such it is entitled to vote, and each fractional Share shall be            entitled to a proportionate fractional vote [e*xcept that the            Trustees may, in conjunction with the establishment of any Series or Class of Shares,            establish or reserve the right to establish conditions under which the several Series            or Classes shall have separate voting rights or no voting            rights*.]1 There shall be no cumulative voting in            the election of Trustees. Until Shares are issued, the Trustees may exercise all rights            of Shareholders and may take any action required by law, this Declaration or the            By-Laws to be taken by Shareholders.

On any matter submitted to a vote of Shareholders, all Shares of the            Trust then entitled to vote shall, except as otherwise provided in the By-Laws, be            voted in the aggregate as a single class without regard to Series or Classes of Shares,            except (1) 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 (2) 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.

____________________

Additional language in brackets for DWS Equity Trust if Item IV.B is not            approved by vote of holders of two-thirds of the shares of DWS Equity Trust outstanding            and entitled to vote.

[*On any matter submitted to a vote of            Shareholders, all Shares of the Trust then entitled to vote shall be voted by            individual Series and not in the aggregate, except to the extent otherwise required by            the 1940 Act or 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. Any*

*matter shall be deemed to have been effectively acted upon with            respect to a Series if acted upon as provided in            Rule* *18f-2 under the 1940 Act            or any successor rule and in this            Declaration*.]1

Section 5.9       **Meetings of Shareholders; Action by Written            Consent**. Meetings of the Shareholders of the Trust or any one            or more Series or Classes thereof may be called and held from time to time for the            purpose of taking action upon any matter requiring the vote or authority of the            Shareholders as herein provided or upon any other matter deemed by the Trustees to be            necessary or desirable [*, and shall be called at the written            request of the holder or holders of ten percent (10%) or more of the total number of            Shares then issued and outstanding of the Trust entitled to vote at such meeting, such            request stating the purpose of the proposed            meeting.*]2 Meetings of the Shareholders shall be            held at such place within the United States as shall be fixed by the Trustees. The            Trustees may set in the By-Laws provisions relating to the calling of meetings, quorum            requirements, conduct of meetings, notice of meetings, adjournment of meetings and            related matters.

(a)        The Shareholders            shall take action by the affirmative vote of the holders of a majority, except in the            case of the election of Trustees which shall only require a plurality, of the Shares            present in person or by proxy and entitled to vote and voting or voted at a meeting of            Shareholders at which a quorum is present, except as may be otherwise required by the            1940 Act or any provision of this Declaration or the By-Laws.

(b)       Any action required or            permitted to be taken at a meeting of the Shareholders may be taken, at the sole            discretion of the Trustees, without a meeting by written action signed by that number            Shareholders holding not less than the minimum number of votes that would have been            necessary to take the action at a meeting, assuming that all of the Shareholders            entitled to vote on that action were present and voting at that meeting. The written            action is effective when it has been signed by the requisite number of Shareholders and            delivered to the Secretary or Clerk of the Trust, unless a different effective time is            provided in the written action.

Section 5.10     **Series**. The Trustees, in their discretion,            may authorize the division of Shares into two or more Series, and the different Series            shall be established and designated. All references to Shares in this Declaration shall            be deemed to include references to Shares of any or all Series as the context may            require.

(a)        All provisions herein            relating to the Trust shall apply equally to each Series of the Trust except as the            context requires otherwise.

(b)       The number of authorized            Shares and the number of Shares of each Series that may be issued shall be unlimited.            The Trustees may classify or reclassify any issued or unissued Shares of any Series            into one or more Series that may be established and designated from time to time or            abolish any one or more Series in accordance with Section 8.2, and take such other            action with respect to the Series as the Trustees may deem desirable.

_______________________________

For            DWS Equity Trust only, the paragraph in brackets replaces the immediately preceding            paragraph if Item IV.B is not approved by vote of holders of two-thirds of the shares            of DWS Equity Trust outstanding and entitled to vote.

2Additional language in brackets for DWS Equity Trust if Item            IV.B is not approved by vote of holders of two-thirds of the shares of DWS Equity Trust            outstanding and entitled to vote.

(c)        All consideration            received by the Trust for the issue or sale of Shares of a particular Series, together            with all assets in which such consideration is invested or reinvested, all income,            earnings, profits, and proceeds thereof, including any proceeds derived from the sale,            exchange or liquidation of such assets, and any funds or payments derived from any            reinvestment of such proceeds in whatever form the same may be, shall be allocated and            credited to that Series for all purposes, subject only to the rights of creditors of            such Series and except as may otherwise be required by applicable laws, and shall be so            recorded upon the books of account of the Trust. Each Series shall be preferred over            all other Series in respect of the assets allocated to that Series within the meaning            of the 1940 Act and shall represent a separate investment portfolio of the Trust. In            the event that there are any assets, income, earnings, profits, and proceeds thereof,            funds, or payments which are not readily identifiable as belonging to any particular            Series, the Trustees shall allocate them among any one or more of the Series            established and designated from time to time in such manner and on such basis as they,            in their sole discretion, deem fair and equitable.

(d)       The assets belonging to            each particular Series shall be charged with the liabilities of the Trust in respect of            that Series and all expenses, costs, charges and reserves attributable to that Series,            and any general liabilities, expenses, costs, charges or reserves of the Trust which            are not readily identifiable as belonging to any particular Series shall be allocated            and charged by the Trustees to and among any one or more of the Series established and            designated from time to time in such manner and on such basis as the Trustees in their            sole discretion deem fair and equitable. The assets of a particular Series of the Trust            shall, under no circumstances, be charged with liabilities attributable to any other            Series of the Trust. All persons extending credit to, or contracting with or having any            claim against, a particular Series of the Trust shall look only to the assets of that            particular Series for payment of such credit, contract or claim. No Shareholder or            former Shareholder of any Series shall have any claim on or right to any assets            allocated or belonging to any other Series.

(e)        Each Share of a            Series of the Trust shall represent a beneficial interest in the net assets of such            Series. Each holder of Shares of a Series shall be entitled to receive his pro rata            share of distributions of income and capital gains made with respect to such Series as            provided in Section 7.2. Upon redemption of his Shares or indemnification for            liabilities incurred by reason of his being or having been a Shareholder of a Series,            such Shareholder shall be paid solely out of the funds and property of such Series of            the Trust. Upon liquidation or termination of a Series of the Trust, Shareholders of            such Series shall be entitled to receive a pro rata share of the net assets of such            Series as provided in Section 8.2. A Shareholder of a particular Series of the            Trust shall not be entitled to participate in a derivative or class action on behalf of            any other Series or the Shareholders of any other Series of the Trust.

Section 5.11     **Classes**. The Trustees, in their discretion,            may authorize the division of the Shares of the Trust, or, if any Series be            established, the Shares of any Series, into two or more Classes, and the different            Classes shall be established and designated, and the variations in the relative rights            and preferences as between the different Classes shall be fixed and determined, by the            Trustees; provided, that all Shares of a Class shall be identical with each other and            with the Shares of each other Class of the same Series except for such variations            between Classes as may be authorized by the Trustees and not prohibited by the 1940            Act. The number of authorized Shares of each Class and the number of Shares of each            Class that may be issued shall be unlimited. The Trustees may in their discretion            divide or combine the Shares of any Class into a greater or lesser number; classify or            reclassify any issued or unissued Shares of any Class into one or more Classes; combine            two or more Classes of a Series into a single Class of such Series; abolish any one or            more Classes; and take such other action with respect to the Shares as the Trustees may            deem desirable. To the extent necessary or appropriate to give effect to the            preferences and special or relative rights and privileges of any Classes, the Trustees            may, in their sole discretion, allocate assets, liabilities, income and expenses of a            Series to a particular Class of that Series or apportion the

same            among two or more Classes of that Series. All references to Shares in this Declaration            shall be deemed to include references to Shares of any or all Classes as the context            may require.

Section 5.12     **Establishment and Designation of Series and            Classes**. The establishment and designation of any Series or            Class of Shares shall be made either by the vote of a majority of the Trustees or upon            the execution by a majority of the Trustees of an instrument, in each case setting            forth such establishment and designation, the effective date of such establishment and            designation and in the case of a Class the relative rights and preferences of such            Class, which may make reference to one or more documents or instruments outside this            Declaration and outside the resolutions, as the same may be in effect from time to            time. Any such instrument executed by a majority of the Trustees, or, with respect to            an establishment and designation made by vote of the Trustees, an instrument setting            forth such resolutions and certified by either the Secretary/Clerk or an Assistant            Secretary/Clerk of the Trust (in each case, a “Designation”), shall further            be filed in accordance with the provisions of Section 9.1 hereof. Notwithstanding            the foregoing, any Series or Class of the Trust established and designated prior to the            date hereof in accordance with the terms of the Original Declaration (a “Prior            Designation”), and set forth on the Restated Designation attached as Appendix A            hereto, shall be deemed for all intents and purposes to have been established and            designated in accordance with this Section 5.12. The Restated Designation attached            hereto as Appendix A shall supercede any terms set forth in a Prior Designation.            Additions or modifications to a Designation, other than termination of an existing            Series or Class, shall be deemed to be an amendment to this Declaration subject to            Section 8.3 hereof.

**ARTICLE** **SIXTH**

 

**REDEMPTION AND REPURCHASE OF SHARES**

Section 6.1       **Redemption of Shares**. All Shares of the            Trust shall be redeemable, at the redemption price determined in the manner set out in            this Declaration. The Trust shall redeem the Shares of the Trust or any Series or Class            thereof at the price determined as hereinafter set forth, at such office or agency as            may be designated from time to time for that purpose by the Trustees and in accordance            with such conditions as the Trustees may from time to time determine, not inconsistent            with the 1940 Act, regarding the redemption of Shares.

Section 6.2       **Price**. Any Shares redeemed shall be            redeemed at their net asset value, less such fees and/or charges, if any, as may be            established by the Trustees from time to time.

Section 6.3       **Payment**. Payment for such Shares shall be            made in cash or in property, or any combination thereof, out of the assets of the Trust            or relevant Series of the Trust. The composition of any such payment (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). In no event shall the Trust be liable for any delay of any            other person in transferring securities or other property selected for delivery as all            or part of any such payment.

Section 6.4       **Redemption of Shareholder’s Interest**.            Subject to the provisions of the 1940 Act, the Trustees, in their sole discretion, 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 under terms set by the Trustees,            including, but not limited to:

(i)        the value of such            Shares held by such Shareholder being less than the minimum amount established from            time to time by the Trustees,

(ii)       the determination by the            Trustees that direct or indirect ownership of Shares by any Person has become            concentrated in such Shareholder to any extent that would disqualify that Series as a            regulated investment company under the Internal Revenue Code of 1986, as            amended,

(iii)      the failure of a Shareholder to            supply a tax identification or other identification or if the Trust is unable to verify            a Shareholder’s identity,

(iv)      the failure of a Shareholder to            pay when due the purchase price for the Shares issued to such Shareholder,

(v)       when required for the            payment of account fees or other charges, expenses and/or fees as set by the Trustees,            including without limitation any small account fees permitted by Section 5.5(c)            hereof,

(vi)      failure of a Shareholder to meet            or maintain the qualifications for ownership of a particular Series or Class of            Shares,

(vii)     the determination by the Trustees or            pursuant to policies adopted by the Trustees that ownership of Shares by a particular            Shareholder is not in the best interests of the remaining Shareholders of the Trust or            applicable Series or Class,

(viii)    failure of a holder of Shares or other            securities of the Trust to comply with a demand pursuant to Section 5.6 hereof,            or

(ix)      when the Trust is requested or            compelled to do so by governmental authority or applicable law.

Section 6.5       **Reductions in Number of Outstanding Shares Pursuant to Net Asset            Value Formula**. The Trust may also redeem a portion of the            Shares held by each Shareholder to reduce the number of Outstanding Shares pursuant to            the provisions of Section 7.3.

Section 6.6       **Suspension of Right of Redemption**.            Notwithstanding the foregoing, the Trust may postpone payment of the redemption price            and may suspend the right of Shareholders to require the Trust to redeem Shares to the            extent permissible under the 1940 Act.

**ARTICLE** **SEVENTH**

 

**DETERMINATION OF NET ASSET VALUE, NET INCOME AND            DISTRIBUTIONS**

Section 7.1       **Determination of Net Asset Value**. The            Trustees may in their sole discretion from time to time prescribe the time or times for            determining the per Share net asset value of the Shares of the Trust or any Series            thereof, and may prescribe or approve the procedures and methods for determining the            value of the assets of the Trust or Series thereof, and the procedures and methods for            determining the net asset value of a Share of the Trust, or a Series or a Class            thereof. The Trust may suspend the determination of net asset value during any period            when it may suspend the right of the Shareholders to require the Trust to redeem            Shares.

Section 7.2       **Distributions to Shareholders**. The Trustees            may in their sole discretion from time to time declare and pay, or may prescribe and            set forth in a duly adopted vote or votes of the Trustees, the bases and time for the            declaration and payment by duly authorized officers of the Trust of,

such            dividends and distributions to Shareholders of any Series or Class thereof, in cash or            in property, including any Shares or other securities of the Trust as they may deem            necessary or desirable, after providing for actual and accrued expenses and liabilities            (including such reserves as the Trustees may establish) determined in accordance with            good accounting practices. If such dividends or other distributions or any portion            thereof are to be paid in cash, such cash may be reinvested in full and fractional            Shares of the Trust as the Trustees shall direct or as the Trustees may permit a            Shareholder to direct. Any such distribution to the Shareholders of a particular Series            shall be made to said Shareholders pro rata in proportion to the number of Shares of            such Series held by each of them, except to the extent otherwise required or permitted            by the preferences and special or relative rights and privileges of any Classes of            Shares of that Series, and 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; provided, however, that 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). Any such distribution paid            in Shares will be paid at the net asset value thereof as determined in accordance with            Section 7.1 hereof.

Section 7.3       **Constant Net Asset Value**. With respect to            any Series that holds itself out as a money market or stable value fund, the Trustees            shall have the power to reduce the number of Outstanding Shares of the Series by            reducing the number of Shares in the account of each Shareholder on a pro rata basis,            or to take such other measures as are not prohibited by the 1940 Act, so as to maintain            the net asset value per share of such Series at a constant dollar amount.

Section 7.4       **Reserves**. The Trustees may in their sole            discretion set apart, from time to time, out of any funds of the Trust or Series or            Class thereof a reserve or reserves for any proper purpose, and may abolish any such            reserve.

Section 7.5       **Determination by Trustees**. The Trustees may            make any determinations they deem necessary with respect to this Article VII,            including, but not limited to, the following matters: the amount of the assets,            obligations, liabilities and expenses of the Trust; the amount of the net income of the            Trust from dividends, capital gains, interest or other sources for any period and the            amount of assets at any time legally available for the payment of dividends or            distributions; which items are capital; the amount, purpose, time of creation, increase            or decrease, alteration or cancellation of any reserves or charges and the propriety            thereof (whether or not any obligation or liability for which such reserves or charges            were created shall have been paid or discharged); the market value, or any other price            to be applied in determining the market value, or the fair value, of any security or            other asset owned or held by the Trust; the number of Shares of the Trust issued or            issuable; the net asset value per Share; and any of the foregoing matters as it may            pertain to any Series or Class.

**ARTICLE** **EIGHTH**

 

**DURATION; TERMINATION OF TRUST; AMENDMENT; MERGERS,            ETC.**

Section 8.1       **Duration**. The Trust shall continue without            limitation of time but subject to the provisions of this Article VIII.

Section 8.2       **Termination of Trust**. (a) The Trust or            any Series of the Trust may be terminated at any time by the Trustees by notice to the            Shareholders of the Trust or such Series as the case may be, or by the affirmative vote            of the holders of a majority of the Shares outstanding and entitled to vote of the            Trust or such Series. Upon the termination of the Trust or any Series,

(i)        the Trust or any            Series shall carry on no business except for the purpose of winding up its            affairs;

(ii)       the Trustees shall proceed            to wind up the affairs of the Trust or Series and all of the rights and powers of the            Trustees under this Declaration shall continue until the affairs of the Trust or Series            shall have been wound up, including the power to fulfill or discharge the contracts of            the Trust or Series, collect its assets, sell, convey, assign, exchange, transfer or            otherwise dispose of all or any part of the remaining Trust Property or property of the            Series to one or more persons at public or private sale for consideration which may            consist in whole or in part of cash, securities or other property of any kind,            discharge or pay its liabilities, and do all other acts appropriate to liquidate its            business;

(iii)      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).

(b)       After termination of the            Trust or any Series and distribution to the Shareholders as herein provided, a majority            of the Trustees shall execute and lodge among the records of the Trust (or Series) an            instrument in writing setting forth the fact of such termination, and the Trustees            shall thereupon be discharged from all further liabilities and duties hereunder, and            the rights and interests of all Shareholders of the Trust or Series shall thereupon            cease.

The foregoing provisions shall also apply*mutatis mutandis*to the termination of any            Class.

Section 8.3       **Amendment Procedure**. (a) Except as            specifically provided herein, the Trustees may amend or otherwise supplement the            Declaration by making an amendment, a Declaration supplemental hereto or an amended and            restated Declaration by an instrument in writing executed by a majority of the            Trustees, provided that any provision of this Declaration that requires the approval of            more than a majority of the Trustees for any matter may be amended only with the            approval of such greater number of the Trustees. Shareholders shall have the right to            vote only on (i) any amendment that would affect their right to vote granted in            Section 5.8 hereof; (ii) any amendment as may be required by law to be            approved by Shareholders; and (iii) any amendment submitted to them by the            Trustees. Notwithstanding the foregoing, the Trustees may, without any Shareholder            vote, amend this Declaration (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 to the requirements of            applicable law, including the 1940 Act or the Internal Revenue Code of 1986, as            amended, but the Trustees shall not be liable for failing to do so, or, (z) with            respect to an amendment affecting a Series or Class, for any reason at any time, if            there are no Shares of such Series or Class outstanding at that time. In the event that            the Trustees, without shareholder approval, make any material amendment to this            Declaration that affects the rights of Shareholders, as determined by the 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 Trustees determine to            be appropriate, provided, however, that the failure to provide such notice in any            particular instance shall not affect the validity of the amendment. Except as otherwise            specifically provided in this Declaration, any amendment on which Shareholders have the            right to vote shall require an affirmative vote of the holders of at least sixty-six            and two-thirds percent of the Shares outstanding and entitled to vote of the Trust            unless in any case such action is recommended by the Trustees, in which case the            affirmative vote of a majority of the outstanding voting securities of the Trust shall            be required, except that an amendment which in the determination of the Trustees shall            affect the holders of one or more Series or Classes of Shares but not the holders of            all outstanding Series or Classes shall be authorized by vote of such Series or Classes            affected and no vote of Shareholders of a Series or Class not affected shall be            required.

(b)       Nothing contained in the            Declaration shall permit the amendment of the Declaration (i) to impair the            exemption from personal liability of the Shareholders, former Shareholders, Trustees,            former Trustees, officers, employees or agents, (ii) to permit assessments upon            Shareholders of the Trust, or (iii) to limit the rights to indemnification            provided in Article IV with respect to actions or omissions of persons entitled to            indemnification under such Article prior to such amendment.

*[(a)*      *This Declaration may be amended by a vote of a majority of the            outstanding voting securities entitled to vote. Amendments shall be effective upon the            taking of action as provided in this section or at such later time as shall be            specified in the applicable vote or instrument. The Trustees may also amend this            Declaration without the vote or consent of Shareholders if they deem it necessary to            conform this Declaration to the requirements of applicable federal or state laws or            regulations or the requirements of the regulated investment company provisions of the            Internal Revenue Code, but the Trustees shall not be liable for failing so to do. The            Trustees may also amend this Declaration without the vote or consent of Shareholders if            they deem it necessary or desirable to change the name of the Trust, to supply any            omission, to cure, correct or supplement any ambiguous, defective or inconsistent            provision hereof, or to make any other changes in the Declaration which do not            materially adversely affect the rights of Shareholders hereunder.*

*(b*          *No amendment may be made under this            Section* *8.3 which would change            any rights with respect to any Shares of the Trust or Series by reducing the amount            payable thereon upon liquidation of the Trust or Series or by diminishing or            eliminating any voting rights pertaining thereto, except with the vote or consent of            the holders of two-thirds of the Shares of the Trust or Series outstanding and entitled            to vote. Nothing contained in this Declaration shall permit the amendment of this            Declaration to impair the exemption from personal liability of the Shareholders,            Trustees, officers, employees and agents of the Trust or to permit assessments upon            Shareholders.]*3

Section 8.4       **Merger, Consolidation and Sale of Assets**.            Except as otherwise required by applicable law, the Trustees may authorize the Trust or            any Series or Class thereof to merge, reorganize or consolidate with any corporation,            association, trust or series thereof (including another Series or Class of the Trust)            or other entity (in each case, the “Surviving Entity”) or the Trustees may            sell, lease or exchange all or substantially all of the Trust Property (or all or            substantially all of the Trust Property allocated or belonging to a particular Series            or Class) including its good will to any Surviving Entity, upon such terms and            conditions and for such consideration as authorized by the 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            Trustees. The Trustees shall provide notice to affected Shareholders of each            transaction pursuant to this Section 8.4. The authority of the Trustees under this            Section 8.4 with respect to the merger, reorganization or consolidation of any            Class of the Trust is in addition to the authority of the Trustees under            Section 5.11 hereof to combine two or more Classes of a Series into a single            Class.

**______________________**

3 For DWS Equity Trust only, subparagraphs (a) and (b) in            brackets replace subparagraphs (a) and (b) above if Item IV.B is not approved by vote            of holders of two-thirds of the shares of DWS Equity Trust outstanding and entitled to            vote.

 

**ARTICLE** **NINTH**

 

**MISCELLANEOUS**

Section 9.1       **Filing**. This Declaration, any amendment            thereto, and any Designation executed in accordance with Section 5.12 hereof shall            be filed in the office of the Secretary of the Commonwealth of Massachusetts and in            such other places as may be required under the laws of the Commonwealth of            Massachusetts and may also be filed or recorded in such other places as the Trustees            deem appropriate, provided, however, that the failure to so file will not invalidate            this instrument or any properly authorized amendment hereto or Designation. Unless the            amendment or Designation is embodied in an instrument signed by a majority of the            Trustees, each amendment or Designation filed shall be accompanied by a certificate            signed and acknowledged by a Trustee or authorized officer stating that such action was            duly taken in a manner provided herein. A restated Declaration, integrating into a            single instrument all of the provisions of the Declaration which are then in effect and            operative, may be executed from time to time by a majority of the Trustees and shall,            upon filing with the Secretary of the Commonwealth of Massachusetts, be conclusive            evidence of all amendments contained therein and may hereafter be referred to in lieu            of the original Declaration and the various amendments thereto. The restated            Declaration may include any amendment which the Trustees are empowered to adopt,            whether or not such amendment has been adopted prior to the execution of the restated            Declaration. The foregoing provisions for restating the Declaration and including an            amendment in the restated Declaration shall also apply,*mutatis mutandis*, to the restatement of            Designations.

Section 9.2       **Governing Law; Forum Selection**.            (a) The principal place of business of the Trust in Massachusetts is [PRINCIPAL            PLACE OF BUSINESS OF THE TRUST]. The Trustees may, without the approval of            Shareholders, change the principal place of business of the Trust. The Trust set forth            in this instrument shall be deemed made in the Commonwealth of Massachusetts, and it is            created under and is to be governed by and construed and administered according to the            laws of said Commonwealth as a voluntary association with transferable shares (commonly            known as a business trust) of the type referred to in Chapter 182 of the General Laws            of the Commonwealth of Massachusetts (or any successor law), and the rights of all            parties and the validity and construction of every provision hereof shall be subject to            and construed according to the internal laws of said Commonwealth without regard to the            choice of law rules thereof.

(b)       Any action commenced by a            Shareholder, directly or derivatively, against the Trust or a Series of Class thereof,            its 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” (the “Chosen            Courts”). The Trust, its Trustees and officers, and its Shareholders            (a) waive any objection to venue in either Chosen Court and (b) waive any            objection that either Chosen Court is an inconvenient forum.

Section 9.3       **Counterparts and Headings**. This Declaration            may be simultaneously executed in several counterparts, each of which shall be deemed            to be an original, and such counterparts, together,

shall            constitute one and the same instrument, which shall be sufficiently evidenced by any            such original counterpart. Headings are placed herein for convenience of reference only            and shall not be taken as a part thereof or control or affect the meaning, construction            or effect of this instrument.

Section 9.4       **Reliance by Third Parties**. Anyone dealing            with the Trust may rely on a certificate executed by an individual who, according to            the records of the Trust, appears to be a Trustee or officer of the Trust, certifying            to: (a) the number or identity of Trustees or Shareholders, (b) the due            authorization of the execution of any instrument or writing, (c) the form of any            vote passed at a meeting of Trustees or Shareholders, (d) the fact that the number            of Trustees or Shareholders present at any meeting or executing any written instrument            satisfies the requirements of this Declaration, (e) the form of any By-Laws            adopted, or the identity of any officers elected, by the Trustees, or (f) the            existence of any fact or facts which in any manner relate to the affairs of the            Trust.

Section 9.5       **Provisions in Conflict with Law**. All            provisions of this Declaration shall be construed, to the extent reasonably possible,            in a manner consistent with applicable law. If, notwithstanding the foregoing, any            provision of this Declaration shall be held invalid or unenforceable in any            jurisdiction, such invalidity or unenforceability shall attach only to such provision            in such jurisdiction and shall not in any manner affect such provisions in any other            jurisdiction or any other provision of this Declaration in any jurisdiction.

**IN WITNESS WHEREOF**, the undersigned has            executed this instrument as of the date first written above.

 

| ______________________________________ | ______________________________________ |
|----------------------------------------|----------------------------------------|
| ______________________________________ | ______________________________________ |

 

APPENDIX A

**[NAME OF TRUST]**

**RESTATED DESIGNATION OF SERIES AND CLASSES OF**

**SHARES OF BENEFICIAL INTEREST**

**WHEREAS**, the Trustees of the Trust, acting            pursuant to the Trust’s declaration of trust as then in effect, have previously            established and designated one or more series of shares of beneficial interest in the            Trust (each, a “Series”) pursuant to one or more designations of series            (the “Prior Series Designations”) and have previously established and            designated one or more classes of Shares (each, a “Class”) for some or all            of the Series pursuant to one or more designations of classes (the “Prior Class            Designations,” such Prior Series Designations and Prior Class Designations            referred to herein collectively as the “Prior Designations”);

**WHEREAS**, in connection with the adoption of            an Amended and Restated Declaration of Trust dated as ofo(the            “Declaration”), as set forth in Section 5.12 of the Declaration, the            previously established and designated Series and Classes are to be included on a            restated designation.

**NOW THEREFORE**, the Trustees of the Trust,            effectiveohereby restate the Trust’s Prior Designations, the terms of this            restated designation to supercede any terms set forth in the Prior            Designations.

1.         The following            series of Shares and Classes thereof are established and designated, the Shares of such            Series and Classes to be subject to the terms of, and entitled to all the rights and            preferences accorded to Shares of a Series, and, if applicable, a Class under, the            Declaration and this restated designation:

 

| [Name of Series] | [Name of Class]                            |
|------------------|--------------------------------------------|
|             | [Name of Class]                            |
|             | [Name of Class]                            |
|             | [Name of                            Class] |
| [Name of Series] | [Name of Class]                            |
|             | [Name of Class]                            |
|             | [Name of Class]                            |
|             | [Name of Class]                            |

 

2.         For Shares of a            Class of a Series, the relative rights and preferences of such Class shall be as            determined by the Trustees of the Trust from time to time in accordance with the            Declaration and set forth in the Trust’s Multi-Distribution System Plan adopted            pursuant to Rule 18f-3 under the Investment Company Act of 1940, as amended, as            such Plan may be amended from time to time, or as otherwise required by applicable law.            The Shares of a Class of a Series shall have such other terms, features and            qualifications as may be determined by the Trustees of the Trust from time to time in            accordance with the Declaration and set forth in the current prospectus and statement            of additional information of the Series relating to such Class, contained in the            Trust’s registration statement under the Securities Act of 1933, as amended, as            such prospectus or statement of additional information may be further supplemented from            time to time.

3.         The designation            of the Series and Classes hereby shall not impair the power of the Trustees from time            to time to designate additional Series and Classes of Shares of the Trust.

**IN WITNESS WHEREOF**, the undersigned, being            a majority of the Trustees of the Trust, have executed this instrument as of this ____            day ofo.

 

| ______________________________________as Trustee | ______________________________________as Trustee |
|--------------------------------------------------|--------------------------------------------------|
| ______________________________________as Trustee | ______________________________________as Trustee |
| ______________________________________as Trustee | ______________________________________as Trustee |
| ______________________________________as Trustee | ______________________________________as Trustee |

 

**EXHIBIT** **J**

**FORM OF ARTICLES OF AMENDMENT AND RESTATEMENT**

**DWS VALUE SERIES, INC.**

 

DWS Value Series, Inc., a Maryland corporation (hereinafter called the            “Corporation”) registered as an open-end investment company under the            Investment Company Act of 1940, as amended, hereby certifies to the State Department of            Assessments and Taxation of Maryland that:

**FIRST**

The Corporation desires to amend and restate its charter as currently in            effect pursuant to these Articles of Amendment and Restatement. These Articles of            Amendment and Restatement set forth every charter provision currently in effect. These            Articles of Amendment and Restatement do not increase the aggregate par value of the            Corporation’s capital stock.

**SECOND**

The charter of the Corporation is hereby amended by striking in their            entirety Articles FIRST through TENTH, inclusive, and by substituting in lieu thereof            the following:

**ARTICLE** **FIRST**

 

**NAME AND DEFINITIONS.**

|   | Section 1.1 | Name. The name of the                            Corporation is: |
|--------|-------------|------------------------------------------------------------------|

DWS            Value Series, Inc.

Section 1.2       Definitions. Wherever they are used herein,            the following terms have the following respective meanings:

|   | (a) | “Board of Directors” means the Board of                            Directors of the Corporation. |
|--------|-----|--------------------------------------------------------------------------------------------------------------|

(b)       “By-Laws” means            the By-Laws referred to in Section 8.3 hereof, as from time to time            amended.

(c)        “Charter”            means these Articles of Amendment and Restatement as amended, corrected or supplemented            from time to time. Reference in this Charter to “Charter,”            “hereof,” “herein,” and “hereunder” shall be deemed            to refer to this Charter rather than exclusively to the article or section in which            such words appear.

(d)       “Class” means            the two or more Classes as may be established and designated from time to time by the            Board of Directors pursuant to Section 5.8(a) hereof.

(e)        The terms            “Commission” and “Interested Person” have the same meanings            given to such terms in the 1940 Act.

(f)        “His” or            “his” shall include the feminine and neuter, as well as the masculine,            genders.

(g)       The “1940 Act”            refers to the Investment Company Act of 1940 (and any successor statute) as the 1940            Act and the rules and regulations thereunder, all as amended from time to time, may            apply to the Corporation or any Series or Class thereof including pursuant to any            exemptive or similar relief issued by the Commission or the staff of the Commission            under the 1940 Act. In construing the 1940 Act, the Corporation may, to the extent it            deems appropriate, rely on interpretations of the 1940 Act issued by the Commission or            the staff of the Commission.

(h)       “Outstanding            Shares” means those Shares shown from time to time on the books of the            Corporation or its transfer agent as then issued and outstanding, but shall not include            Shares which have been redeemed or repurchased by the Corporation.

(i)        “Person”            means and includes individuals, corporations, partnerships, trusts, associations, joint            ventures and other entities, whether or not legal entities, and governments and            agencies and political subdivisions thereof.

(j)        “Series”            individually or collectively means the two or more Series as may be established and            designated from time to time by the Board of Directors pursuant to Section 5.8(a)            hereof.

|   | (k) | “Shareholder” means a record owner of                            Outstanding Shares. |
|--------|-----|--------------------------------------------------------------------------------------------------|

(l)        “Shares”            means shares of capital stock of the Corporation with a par value of $0.01 per share,            including the Shares of any and all Series and Classes which may be established and            designated by the Board of Directors and includes fractions of Shares as well as whole            Shares.

**ARTICLE** **SECOND**

 

**PURPOSES AND POWERS; NUMBER OF DIRECTORS; PRINCIPAL OFFICE AND            RESIDENT AGENT.**

Section 2.1       General. The purposes for which the            Corporation is formed is as follows: To operate and carry on the business of an            investment company and exercise all the powers as are necessary, convenient,            appropriate, incidental or customary in connection therewith, and to exercise and            generally to enjoy all of the powers, rights and privileges granted to or conferred            upon corporations by the Maryland General Corporation Law, as amended from time to time            (the “Maryland General Corporation Law”). The enumeration of any specific            power herein shall not be construed as limiting the aforesaid power.

|   | Section 2.2 | Certain Specific                            Powers. |
|--------|-------------|-----------------------------------------------------|

(a)        Investments. Without limiting the            generality of the foregoing, the Corporation shall have the power and authority to            make, invest and reinvest in, to buy or otherwise acquire, to hold, for investment or            otherwise, to borrow, to sell or otherwise dispose of, to lend or to pledge, to trade            in or deal in, any and all investments, and, in connection therewith, the power and            authority:

(i)        To exercise powers            and rights of subscription or otherwise which in any manner arise out of ownership of            securities;

(ii)       To hold any security or            property, whether in bearer, unregistered or other negotiable form, either in the name            of the Corporation or in the name of a custodian or a nominee or nominees;

(iii)      To exercise all rights, powers            and privileges of ownership or interest in all securities, repurchase agreements,            futures contracts and options and other assets owned by the Corporation, including the            right to vote thereon and otherwise act with respect thereto and to do all acts for the            preservation, protection, improvement and enhancement in value of all such            assets;

(iv)      To acquire (by purchase, lease            or otherwise) and to hold, use, maintain, develop and dispose of (by sale or otherwise)            any property, real or personal, tangible or intangible, including cash, and any            interest therein;

(v)       To borrow money and/or            securities for any purpose and in this connection issue notes or other evidence of            indebtedness; to secure borrowings by mortgaging, pledging or otherwise subjecting as            security the assets of the Corporation; to endorse, guarantee, or undertake the            performance of any obligation or engagement of any other Person and to lend the assets            of the Corporation;

(vi)      To aid by further investment any            corporation, company, trust, association or firm, any obligation of or interest in            which is included in the assets of the Corporation or in the affairs of which the            Corporation has any direct or indirect interest; to do all acts and things designed to            protect, preserve, improve or enhance the value of such obligation or interest, and to            guarantee or become surety on any or all of the contracts, stocks, bonds, notes,            debentures and other obligations of any such corporation, company, trust, association            or firm;

(vii)     To consent to or participate in any            plan for the reorganization, consolidation, or merger of any corporation or issuer, any            security or property of which is held by the Corporation; to consent to any contract,            lease, mortgage, purchase, or sale of property by such corporation or issuer, and to            pay calls or subscriptions with respect to any security held by the Corporation;            and

(viii)    To join with other security holders in            acting through a committee, depositary, voting trustee or otherwise, and in that            connection to deposit any security with, or transfer any security to, any such            committee, depositary or trustee, and to delegate to them such power and authority with            relation to any security (whether or not so deposited or transferred) as the Board of            Directors shall deem proper, and to agree to pay, and to pay, such portion of the            expenses and compensation of such committee, depositary or trustee as the Board of            Directors shall deem proper.

(b)       Additional Powers. Without limiting the            generality of the foregoing, the Corporation shall have the power and            authority:

(i)        To employ or contract            with, or make payments to, such Persons as the Corporation may deem desirable for the            transaction of the business of the Corporation;

(ii)       To enter into joint            ventures, partnerships and any other combinations or associations;

(iii)      To purchase, and pay for out of            the assets of the Corporation, (i) insurance policies insuring the directors,            officers, employees, agents, investment advisers, distributors, administrators,            selected dealers or independent contractors of the Corporation against all claims            arising by reason of holding any such position or by reason of any action taken or            omitted by any such Person in such capacity, whether or not the Corporation would have            the power to indemnify such person against such liability, (ii) insurance for the            protection of the

assets of the Corporation or (iii) such other insurance as the            Board of Directors shall deem advisable;

(iv)      To establish pension,            profit-sharing, share purchase, and other retirement and benefit plans, including the            purchasing of life insurance and annuity contracts as a means of providing such            retirement and other benefits, for any directors, officers, employees and agents of the            Corporation;

(v)       To the extent permitted by            law, to indemnify any person with whom the Corporation has dealings, including any            investment adviser, distributor, administrator, custodian, transfer agent and selected            dealers;

|   | (vi) | To guarantee indebtedness or contractual obligations of                            others; |
|--------|------|--------------------------------------------------------------------------------------------|

(vii)     To enter into a plan of distribution            and any related agreements whereby the Corporation may finance directly or indirectly            any activity which is primarily intended to result in the sale of Shares;            and

(viii)    To carry on any other business in            connection with or incidental to any of the powers enumerated in this Charter, to do            everything necessary, suitable or proper for the accomplishment of any purpose or the            attainment of any object or the furtherance of any power herein set forth, either alone            or in association with others, and to do every other act or thing incidental or            appurtenant to or growing out of or connected with the aforesaid business, objects or            powers.

Section 2.3       Principal Transactions. Except in            transactions not permitted by the 1940 Act, and subject to the Maryland General            Corporation Law, the Corporation may buy any securities from or sell any securities to,            or lend any assets of the Corporation to, any director or officer of the Corporation or            any firm of which any such director or officer is a member acting as principal, or have            any such dealing with any investment adviser, distributor, administrator, custodian or            transfer agent or with any Interested Person of such Person; and the Corporation may            employ any such Person, or firm or company in which such Person is an Interested            Person, as broker, legal counsel, registrar, transfer agent, dividend disbursing agent            or custodian upon customary terms.

Section 2.4       Number of Directors. The Corporation shall            have thirteen (13) directors, which number may be increased or decreased from time to            time pursuant to the By-Laws of the Corporation. The names of the directors who are            currently in office and who shall act as such until their successors are duly elected            and qualified are as follows: [NAMES OF DIRECTORS].

Section 2.5       Resident Agent and Principal Office. The            post office address of the principal office of the Corporation in Maryland is 300 East            Lombard Street, Baltimore, MD 21202. The name and post office address of the resident            agent of the Corporation in Maryland is The Corporation Trust Incorporated, 300 East            Lombard Street, Baltimore, MD 21202. The resident agent is a Maryland            corporation.

**ARTICLE** **THIRD**

 

**CONTRACTS.**

Section 3.1       Distribution Contract; Transfer Agent; Shareholder Servicing Agent;            Custodian. The Corporation may from time to time enter into            an exclusive or non-exclusive underwriting,

distribution or placement contract or contracts providing for the sale            of the Shares, whereby the Corporation may either agree to sell the Shares to the other            party to the contract or appoint such other party as the Corporation’s sales            agent for the Shares, and in either case on such terms and conditions, and providing            for such compensation, as the Board of Directors may in its discretion determine; and            such contract may also provide for the repurchase of the Shares by such other party as            principal or as agent of the Corporation. The Corporation may from time to time enter            into one or more transfer agency and/or shareholder servicing contract(s), in each case            with such terms and conditions, and providing for such compensation, as the Board of            Directors may in its discretion deem advisable.

Section 3.2       Advisory or Management Contract;            Administration. The Corporation may from time to time enter            into an investment advisory or management contract or separate contracts with respect            to one or more Series whereby the other party to such contract shall undertake to            furnish to the Corporation such management, investment advisory, statistical and            research facilities and services, proxy voting services and such other facilities and            services, including administrative services, if any, and all upon such terms and            conditions and for such compensation, as the Board of Directors may in its discretion            determine, including the grant of authority to such other party to determine what            securities shall be purchased or sold by the Corporation or any Series and what portion            of its assets shall be uninvested, which authority shall include the power to make            changes in the investments of the Corporation or any Series.

The Corporation may also employ, or authorize the investment adviser or            a sub-adviser to employ, one or more sub-advisers from time to time to perform such of            the acts and services of the investment adviser or sub-adviser and upon such terms and            conditions and for such compensation as may be agreed upon between the investment            adviser, the sub-adviser and/or such other sub-advisers and approved by the Board of            Directors. Any reference in this Charter to the investment adviser shall be deemed to            include such sub-advisers unless the context otherwise requires.

The Corporation may from time to time enter into administration and/or            fund accounting contract(s), in each case with such terms and conditions, and providing            for such compensation, as the Board of Directors may in its discretion deem            advisable.

Section 3.3       Additional Contracts. Nothing in this            Article THIRD shall be deemed to limit or restrict the Corporation’s power to            employ, contract with (including contracts not described in this Article THIRD) or make            payments to any Person in connection with or related to the business and/or affairs of            the Corporation.

**ARTICLE** **FOURTH**

 

**LIMITATION OF LIABILITY; INDEMNIFICATION.**

Section 4.1       Limitation of Liability. To the fullest            extent permitted by the 1940 Act and the Maryland General Corporation Law, no director            or former director and no officer or former officer of the Corporation shall be            personally liable to the Corporation or its Shareholders for money damages. No            amendment to the Charter or repeal of any of its provisions shall limit or eliminate            the benefits provided by this Section 4.1 to directors or former directors or            officers or former officers with respect to any act or omission that occurred prior to            such amendment or repeal.

|   | Section 4.2 | Indemnification. |
|--------|-------------|------------------|

(a)        Any word or words            used in this Section 4.2 that are defined in Section 2-418 of the Maryland            General Corporation Law (the “Indemnification Section”) shall have the same            meaning as defined in the Indemnification Section.

(b)       The Corporation shall            indemnify and advance expenses to a director or officer (which includes, with respect            to any such person, any person who is or was an officer of the Corporation and any            person who, while an officer of the Corporation, is or was serving at the request of            the Corporation as a director, officer, partner, trustee, employee, or agent of another            foreign or domestic corporation, partnership, joint venture, trust, other enterprise,            or employee benefit plan) of the Corporation in connection with a proceeding to the            fullest extent permitted by and in accordance with the Indemnification Section and the            1940 Act. The foregoing rights of indemnification and advancement of expenses shall not            be exclusive of any other rights to which those seeking indemnification or advancement            of expenses may be entitled.

(c)        No amendment to this            Charter or repeal of any of its provisions shall limit or eliminate the protection            afforded by this Section 4.2 to a director or officer (as that term is described            in subsection (b) above) with respect to any act or omission that occurred prior            to such amendment or repeal.

Section 4.3       Reliance on Experts. Subject to any            requirements of the 1940 Act and the Maryland General Corporation Law, the appointment,            designation or identification of a director as the chairperson of the Board of            Directors, as a member or chairperson of a committee of the Board of Directors, an            expert on any topic or in any area (including an audit committee financial expert), or            the lead independent director, or any other special appointment, designation or            identification of a director, shall not impose on that person any standard of care or            liability that is greater than that imposed on that person as a director in the absence            of the appointment, designation or identification, and no director who has special            skills or expertise, or is appointed, designated or identified as aforesaid, shall be            held to a higher standard of care by virtue thereof. In addition, and subject to any            contrary requirements of the 1940 Act and the Maryland General Corporation Law, no            appointment, designation or identification of a director as aforesaid shall affect in            any way that director’s rights or entitlement to indemnification.

**ARTICLE** **FIFTH**

 

**CAPITAL STOCK.**

Section 5.1       Authorized Shares. The Corporation shall            have the authority to issue 4,775,000,000 shares of capital stock, with a par value of            $0.01 per share, for an aggregate par value of $47,750,000. Currently, the            Corporation’s authorized Shares have been designated and classified into the            following Series, which Series have been subdivided into the following            Classes:

 

| **Series**               | **Classes**                                           | **Number of                                Shares** |
|--------------------------|-------------------------------------------------------|-----------------------------------------------------|
| DWS Large Cap Value Fund |                                                  | 1,200,000,000                                       |
|                     | Class A                            shares             | 420,000,000                                         |
|                     | Class B                            shares             | 320,000,000                                         |
|                     | Class C                            shares             | 80,000,000                                          |
|                     | Class                            Institutional shares | 80,000,000                                          |
|                     | Class S shares                                        | 300,000,000                                         |

 

 

| DWS Dreman High Return Equity Fund |                                                  | 1,750,000,000 |
|------------------------------------|-------------------------------------------------------|---------------|
|                               | Class A                            shares             | 560,000,000   |
|                               | Class B                            shares             | 560,000,000   |
|                               | Class C                            shares             | 140,000,000   |
|                               | Class                            Institutional shares | 240,000,000   |
|                               | Class R                            shares             | 100,000,000   |
|                               | Class S shares                                        | 150,000,000   |
| DWS Dreman Small Cap Value Fund    |                                                  | 1,150,000,000 |
|                               | Class A                            shares             | 420,000,000   |
|                               | Class B                            shares             | 320,000,000   |
|                               | Class C                            shares             | 80,000,000    |
|                               | Class                            Institutional shares | 180,000,000   |
|                               | Class S shares                                        | 150,000,000   |
| DWS Dreman Concentrated Value Fund |                                                  | 300,000,000   |
|                               | Class A                            shares             | 75,000,000    |
|                               | Class B                            shares             | 75,000,000    |
|                               | Class C                            shares             | 75,000,000    |
|                               | Class Institutional shares                            | 75,000,000    |
| DWS Mid Cap Value Fund             |                                                  | 375,000,000   |
|                               | Class A                            shares             | 75,000,000    |
|                               | Class B                            shares             | 75,000,000    |
|                               | Class C                            shares             | 75,000,000    |
|                               | Class S                            shares             | 75,000,000    |
|                               | Class                            Institutional shares | 75,000,000    |

 

Section 5.2       Issuance of Shares. The Board of Directors            shall have the power to authorize the issuance from time to time of Shares of any            Series or Class, whether now or hereafter authorized, or securities convertible into            Shares of any Series or Class, whether now or hereafter authorized, for such            consideration as the Board of Directors deems advisable without any action by the            Shareholders. In connection with the issuance of Shares, the Board of Directors may            issue fractional Shares. The Board of Directors may from time to time divide or combine            the Shares of any particular Series or Class into a greater or lesser number of Shares            of that Series or Class without thereby changing the proportionate interest in the            assets belonging to that Series or Class or in any way affecting the rights of holders            of Shares of any other Series or Class.

|   | Section 5.3 | Ownership of Shares/Small                            Accounts. |
|--------|-------------|----------------------------------------------------------------|

(a)        The ownership and            transfer of Shares shall be recorded on the books of the Corporation or its transfer or            similar agent. No certificates certifying the ownership of Shares shall be issued            except as the Board of Directors may otherwise determine from time to time. The Board            of Directors may make such rules as it considers appropriate for the issuance of Share            certificates, transfer of Shares and similar matters. The record books of the            Corporation, as kept by the Corporation or any transfer or similar agent of the            Corporation, shall be conclusive as to who are the holders of Shares and as to the            number of Shares held from time to time by each Shareholder.

(b)       In the event any            certificates representing Shares are at any time outstanding, the Board of Directors            may at any time or from time to time discontinue the issuance of such certificates.            Except as otherwise permitted by the Maryland General Corporation Law, such action by            the Board shall not affect Shares already represented by certificates until the            certificates are surrendered to the Corporation. Following such surrender, ownership            and transfer of such Shares shall be recorded on the books of the Corporation or its            transfer or similar agent.

(c)        The Board of            Directors may establish, from time to time, one or more minimum investment amounts for            Shareholder accounts, which may be different for each Series or Class, and which may be            different within each Series or Class, and may impose account fees on (which may be            satisfied by involuntarily redeeming the requisite number of Shares in any such account            in the amount of such fee), and/or require the involuntary redemption of, those            accounts the net asset value of which for any reason falls below such established            minimum amounts, or may take any other action with respect to minimum investment            amounts as may be deemed appropriate by the Board of Directors, in each case upon such            terms as shall be established by the Board of Directors.

Section 5.4       Disclosure of Holdings. The holders of            Shares or other securities of the Corporation shall upon demand disclose to the            Corporation in writing such information with respect to direct and indirect ownership            of Shares or other securities of the Corporation as the Board of Directors or officers            deem necessary to comply with the provisions of the Internal Revenue Code of 1986, as            amended, to comply with the requirements of any other law or regulation, or as the            Board of Directors may otherwise decide, and ownership of Shares may be disclosed by            the Corporation if so required by law or regulation or as the Board of Directors may            otherwise decide.

Section 5.5       Notices; Reports. The Board of Directors            may from time to time set forth in the By-Laws procedures for providing notices and            other reports to Shareholders.

Section 5.6       Voting. On each matter submitted to a vote            of the Shareholders, each holder of a Share shall be entitled to one vote for each such            Share standing in such holder’s name upon the books of the Corporation regardless            of the Series or Class thereof, and all Shares of all Series and Classes shall vote            together as a single class (“Single Class Voting”); provided, however, that            (a) when the 1940 Act or the Maryland General Corporation Law requires that a            Series or Class or Series or Classes vote separately with respect to a given matter,            the separate voting requirements of the applicable law shall govern with respect to the            affected Series or Class or Series or Classes in lieu of Single Class Voting;            (b) in the event that the separate vote requirement referred to in (a) above            applies with respect to one or more Series or Classes, then, subject to (c) below, the            Shares of all other Series and Classes shall vote as a single class; and (c) as to            any matter, which, in the judgment of the Board of Directors, does not affect the            interests of a particular Series or Class, such Series or Class shall not be entitled            to any vote and only the holders of Shares of the affected Series or Class or Series or            Classes shall be entitled to vote.

|   | Section 5.7 | Meetings; Action by Written                            Consent. |
|--------|-------------|-----------------------------------------------------------------|

(a)        The presence in            person or by proxy of the holders of one third of the Shares of all Series and Classes            issued and outstanding and entitled to vote shall constitute a quorum for the            transaction of any business at all meetings of the Shareholders except as otherwise            provided by the 1940 Act, provided, however, that where the holders of Shares of any            Series or Class are entitled to a separate vote as a Series or Class (a “Separate            Class”), or where the holders of Shares of two or more (but not all) Series or            Classes are required to vote as a single class (a “Combined Class”), the            presence in person or by proxy of the holders of one third of the Shares of that            Separate Class or Combined Class, as the case may be, issued and outstanding and            entitled to vote thereat, shall constitute a quorum for such vote.

(b)       Notwithstanding any            provision of the Maryland General Corporation Law requiring the authorization of any            action by a greater proportion than a majority of the total number of Shares of all            Series and Classes, or of the total number of shares of any one or more particular            Series or Class or Series or Classes entitled to vote as a separate class, such action            shall be valid and effective if authorized by the affirmative vote of the holders of a            majority of the total number of Outstanding Shares of all Series and Classes that are            entitled to vote thereon, or of the Series or Class or Series or Classes entitled to            vote thereon as a separate class, as the case may be.

(c)        Subject to compliance            with the requirements of the 1940 Act, the notice and other requirements of the            Maryland General Corporation Law, and any procedures adopted by the Board of Directors            from time to time, the holders of Shares or of any Series or Class or Series or Classes            may take action or consent to any action by delivering a consent, in writing or by            electronic transmission, of the holders entitled to cast not less than the minimum            number of votes that would be necessary to authorize or take the action at a meeting of            holders of Shares or any Series or Class or Series or Classes.

|   | Section 5.8 | Series and                            Classes. |
|--------|-------------|------------------------------------------------|

(a)        The Board of            Directors shall have the power to classify or reclassify any unissued Shares, including            by classifying or reclassifying such shares into one or more Series or Classes, by            setting or changing in any one or more respects, from time to time before issuance of            such shares, the preferences, conversion or other rights, voting powers, restrictions,            limitations as to dividends, qualifications or terms or conditions of redemption of            such Shares.

(b)       All provisions herein            relating to the Corporation shall apply equally to each Series and Class of the            Corporation except as the context requires otherwise. All references to Shares in this            Charter shall be deemed to include references to Shares of any or all Series or Class            as the context may require.

(c)        The Board of            Directors shall have the power and authority, without the approval of the holders of            any outstanding Shares, to increase or decrease the number of Shares or the number of            Shares of any Series or Class that the Corporation has authority to issue.

(d)       All consideration received            by the Corporation for the issue and sale of Shares of a particular Series or Class,            together with all assets in which such consideration is invested or reinvested, all            income, earnings, profits and proceeds thereof, including any proceeds derived from the            sale, exchange or liquidation of such assets, and any funds or payments derived from            any reinvestment of such proceeds in whatever form the same may be, shall be allocated            and credited to that Series or Class for all purposes, subject only to the rights of            creditors of such Series or Class and except as may otherwise be required by applicable            law, and shall be so recorded upon the books of account of the Corporation. In the            event that there are any assets, income, earnings, profits, and proceeds thereof,            funds, or payments which are not readily identifiable as belonging to any particular            Series or Class, the Board of Directors shall allocate them among any one or more of            the Series or Classes established and designated from time to time in such manner and            on such basis as the Board of Directors, in its sole discretion, deems fair and            equitable.

(e)        The assets belonging            to each particular Series or Class shall be charged with the liabilities of the            Corporation in respect of that Series or Class and all expenses, costs, charges or            reserves of the Corporation which are not readily identifiable as belonging to any            particular Series or Class shall be allocated and charged by the Board of Directors to            and among any one or more of the Series or Classes established and designated from time            to time in such manner and on such basis as the Board of Directors in its sole            discretion deems fair and equitable. The assets of a particular Series or Class of the            Corporation shall, under no circumstances, be charged with liabilities attributable to            any other Series or Class of the Corporation.

All Persons extending credit to, or contracting with or having any            claims against a particular Series or Class of the Corporation shall look only to the            assets of that particular Series or Class for payment of such credit, contract or            claim. No Shareholder or former Shareholder of any Series or Class shall have any claim            on or right to any assets allocated or belonging to any other Series or            Class.

(f)        Subject to the terms            of the Charter (including any preferences, rights and/or privileges of any Shares of            any Series or Class created pursuant to this Section 5.8), each Share of each            particular Series or Class shall represent an equal proportionate interest in that            Series or Class. Each holder of Shares of a Series or Class shall be entitled to            receive his share of distributions of income and capital gains made with respect to            such Series or Class as provided in Section 7.2.

Except as otherwise provided herein (including any preferences, rights            and/or privileges of any Shares of any Series or Class created pursuant to this            Section 5.8), upon liquidation or termination of a Series or Class of the            Corporation, Shareholders of such Series or Class shall be entitled to receive, pro            rata in proportion to the number of Shares of such Series or Class held by each of            them, a share of the net assets of such Series or Class, and the holders of Shares of            any other particular Series or Class shall not be entitled to any such distribution,            provided, however, that the composition of any such payment (e.g., cash, securities            and/or other assets) to any Shareholder shall be determined by the Corporation in its            sole discretion, and may be different among Shareholders (including differences among            Shareholders in the same Series or Class).

A Shareholder of a particular Series or Class of the Corporation shall            not be entitled to participate in a derivative or class action on behalf of any other            Series or Class or the Shareholders of any other Series or Class of the            Corporation.

(g)       At such times as may be            determined by the Board of Directors in compliance with the 1940 Act, Shares of a            particular Series or Class may be automatically converted by the Corporation into            Shares of another Series or Class based on the relative net asset values of such Series            or Class at the time of conversion. The terms and conditions of such conversion may            vary within and among the Series and Classes and within or among the holders of the            Series and Classes to the extent determined by the Board of Directors.

Subject to compliance with the requirements of the 1940 Act, the Board            of Directors shall have the authority to provide that the holders of any Series or            Class of Shares shall have the right to convert or exchange said shares into Shares of            one or more other Series or Classes in accordance with such requirements and procedures            as may be established by the Board of Directors.

(h)       No holder of any stock or            any other securities of the Corporation, whether now or hereafter authorized, shall            have any preemptive right to subscribe for or purchase any stock or any other            securities of the Corporation other than such, if any, as the Board of Directors, in            its sole discretion, may determine and at such price or prices and upon such other            terms as the Board of Directors, in its sole discretion, may fix; and any stock or            other securities which the Board of Directors may determine to offer for subscription            may, as the Board of Directors in its sole discretion shall determine, be offered to            the holders of any Series, Class or type of stock or other securities at the time            outstanding to the exclusion of the holders of any or all other Series, Classes or            types of stock or other securities at the time outstanding.

(i)        Notwithstanding            anything to the contrary contained in this Charter, each Share may be subject to such            sales loads or charges, whether initial, deferred or contingent, or any combination            thereof, or any other type of sales load or charge; to such expenses and fees            (including, without limitation, distribution expenses, administrative expenses under an            administrative or service agreement, plan or other arrangement, however designated, and            other administrative, recordkeeping, redemption, service and other fees, however            designated); to such account size requirements; and to such other rights and            provisions; which may be the same or different from any other Share or any other Share            of any Series or Class, including any other share of the same Series or Class, all as            the Board of Directors may from time to time establish and/or change in accordance with            the 1940 Act and as reflected in the Corporation’s then

effective registration statement under the Securities Act of 1933 with            respect to such Shares, or such other document or instrument deemed appropriate by the            Board of Directors in its sole discretion.

**ARTICLE** **SIXTH**

 

**REDEMPTION AND REPURCHASE OF SHARES.**

Section 6.1       Redemption of Shares. Subject to            Section 6.6 hereof, the Corporation shall redeem the Shares of the Corporation or            any Series or Class thereof at the price determined as hereinafter set forth at such            office or agency as may be designated from time to time for that purpose by the Board            of Directors and in accordance with such conditions as the Board of Directors may from            time to time determine, not inconsistent with the 1940 Act, regarding the redemption of            Shares.

Section 6.2       Price. Any Shares redeemed shall be            redeemed at the Shares’ net asset value less such fees and/or charges, if any, as            may be established by the Board of Directors from time to time.

Section 6.3       Payment. Payment for Shares redeemed shall            be made in cash or other property, or any combination thereof, out of the assets of the            relevant Series or Class of the Corporation. The composition of any such payment (e.g.,            cash, securities and/or other assets) shall be determined by the Corporation in its            sole discretion, and may be different among Shareholders (including differences among            Shareholders in the same Series or Class). In no event shall the Corporation be liable            for any delay of any other person in transferring securities or other property selected            for delivery as all or part of any such payment. Payment of the redemption price shall            be made by the Corporation only from the assets belonging to the Series or Class whose            Shares are to be redeemed.

Section 6.4       Redemption of Shareholder’s Shares at Option of            Corporation. Subject to the provisions of the 1940 Act, the            Board of Directors, in its sole discretion, may cause the Corporation to redeem all of            the Shares of the Corporation or one or more Series or Classes held by any Shareholder            for any reason under terms set by the Board of Directors, including, but not limited            to:

(a)        the value of such            Shares held by such Shareholder being less than the minimum amount established from            time to time by the Board of Directors;

(b)       the determination by the            Board of Directors that direct or indirect ownership of Shares by any Person has become            concentrated in such Shareholder to any extent that would disqualify that Series as a            regulated investment company under the Internal Revenue Code of 1986, as            amended;

(c)        the failure of a            Shareholder to supply a tax identification or other identification or if the            Corporation is unable to verify a Shareholder’s identity;

(d)       the failure of a            Shareholder to pay when due the purchase price for the Shares issued to such            Shareholder;

(e)        when required for the            payment of account fees or other charges, expenses and/or fees as set by the Board of            Directors, including without limitation any small account fees permitted by            Section 5.3(c);

(f)        failure of a            Shareholder to meet or maintain the qualifications for ownership of a particular Series            or Class of Shares;

(g)       the determination by the            Board of Directors or pursuant to policies adopted by the Board of Directors that            ownership of Shares by a particular Shareholder is not in the best interests of the            remaining Shareholders of the Corporation or applicable Series or Class;

(h)       failure of a holder of            Shares or other securities of the Corporation to comply with a demand pursuant to            Section 5.4 hereof; or

(i)        when the Corporation            is requested or compelled to do so by governmental authority or applicable            law.

Section 6.5       Reductions in Number of Outstanding Shares Pursuant to Net Asset            Value Formula. The Corporation may also redeem a portion of            the Shares held by each Shareholder to reduce the number of Outstanding Shares pursuant            to the provisions of Section 7.3.

Section 6.6       Suspension of Right of Redemption.            Notwithstanding the foregoing, the Corporation may postpone the payment of the            redemption price and may suspend the right of Shareholders to require the Corporation            to redeem Shares to the extent permissible under the 1940 Act.

**ARTICLE** **SEVENTH**

 

**DETERMINATION OF NET ASSET VALUE, NET INCOME AND            DISTRIBUTIONS.**

Section 7.1       Determination of Net Asset Value. The Board            of Directors may in its sole discretion from time to time prescribe the time or times            for determining the per share net asset value of the Shares of the Corporation or any            Series or Class thereof, and may prescribe or approve the procedures and methods for            determining the value of the assets of the Corporation or a Series or Class thereof,            and the procedures and methods for determining the net asset value of a Share of the            Corporation, or a Series or a Class thereof. The Corporation may suspend the            determination of net asset value for any Series or Class during any period when it may            suspend the right of Shareholders to require the Corporation to redeem            Shares.

Section 7.2       Distributions to Shareholders. Subject to            the right of the Board of Directors to delegate such powers as permitted by the            Maryland General Corporation Law, the Board of Directors may in its sole discretion            from time to time declare and pay, or may prescribe and set forth in a duly adopted            resolution of the Board of Directors, the bases and times for the declaration and            payment by duly authorized officers of the Corporation of, such dividends and            distributions to Shareholders of any Series or Class thereof, in cash or other            property, or any combination thereof, including any Shares or other securities of the            Corporation as the Board of Directors may deem necessary or desirable, after providing            for actual and accrued expenses and liabilities (including such reserves as the Board            of Directors may establish) determined in accordance with good accounting practices. If            such dividends or other distributions or any portion thereof are to be paid in cash            such cash may be reinvested in full and fractional Shares of the Corporation as the            Board of Directors shall direct or as the Board of Directors may permit a Shareholder            to direct.

Any such dividend or distribution to the Shareholders of a particular            Series or Class shall be made to said Shareholders pro rata in proportion to the number            of Shares of such Series or Class held by each of them, except as otherwise provided            herein (including any preferences, rights and/or privileges of any Shares of any Series            or Class created pursuant to Section 5.8); provided, however, that the composition            of any such dividend or distribution (e.g., cash, securities and/or other assets) shall            be determined by the Corporation in its sole discretion, and may be different among            Shareholders (including differences among

Shareholders in the same Series or Class). Any such distribution paid in            Shares will be paid at the net asset value thereof as determined in accordance with            Section 7.1 hereof.

Without limiting the foregoing and notwithstanding anything to the            contrary contained in this Charter, the Board of Directors may provide that dividends            and distributions shall be payable only with respect to those Shares that have been            held of record continuously by the Shareholder for a specified period prior to the            record date of the dividend or distribution.

Section 7.3       Constant Net Asset Value. With respect to            any Series that holds itself out as a money market or stable value fund, the Board of            Directors shall have the power to reduce the number of Outstanding Shares of the Series            by reducing the number of Shares in the account of each Shareholder, or to take such            other measures as are not prohibited by the 1940 Act, so as to maintain the net asset            value per Share of such Series at a constant dollar amount.

Section 7.4       Reserves. The Board of Directors may in its            sole discretion set apart, from time to time, out of any funds of the Corporation or            Series or Class thereof a reserve or reserves for any proper purpose, and may abolish            any such reserve.

Section 7.5       Determination by the Board of Directors.            The Board of Directors may make any determinations they deem necessary with respect to            this Article SEVENTH, including, but not limited to, the following matters: the amount            of the assets, obligations, liabilities and expenses of the Corporation; the amount of            the net income of the Corporation from dividends, capital gains, interest or other            sources for any period and the amount of assets at any time legally available for the            payment of dividends or distributions; which items are capital; the amount, purpose,            time of creation, increase or decrease, alteration or cancellation of any reserves or            charges and the propriety thereof (whether or not any obligation or liability for which            such reserves or charge were created shall have been paid or discharged); the market            value, or any other price to be applied in determining the market value, or the fair            value, of any security or other asset owned or held by the Corporation; the number of            Shares of the Corporation issued or issuable; the net asset value per Share; and any of            the foregoing matters as it may pertain to any Series or Class.

Section 7.6       Distributions on Dissolution. In the event            of the dissolution of the Corporation, Shareholders of each Series or Class shall be            entitled to receive, pro rata in proportion to the number of Shares of such Series or            Class held by each of them, a share of the net assets of such Series or Class, except            as otherwise provided herein (including any preferences, rights and/or privileges of            any Shares of any Series or Class created pursuant to Section 5.8); provided,            however, that the composition of any such payment (e.g., cash, securities and/or other            assets) to any Shareholder shall be determined by the Corporation in its sole            discretion, and may be different among Shareholders (including differences among            Shareholders in the same Series or Class).

**ARTICLE** **EIGHTH**

 

**MISCELLANEOUS.**

Section 8.1       Ambiguities. The Board of Directors may            construe any of the provisions of this Charter insofar as the same may appear to be            ambiguous or inconsistent with any other provisions hereof, and any such construction            hereof by the Board of Directors in good faith shall be conclusive as to the meaning to            be given to such provisions.

Section 8.2       Board Decisions Conclusive. Any            determination made by or pursuant to the direction of the Board of Directors in good            faith and consistent with the provisions of this Charter shall be final and conclusive            and shall be binding upon the Corporation and every holder at any time of            Shares.

Section 8.3       By-Laws. The Board of Directors shall have            the power to adopt, alter or repeal By-Laws not inconsistent with law or this Charter            for the regulation and management of the affairs of the Corporation.

Section 8.4       Amendments to Charter. The Corporation            reserves the right to adopt from time to time any amendment to the Charter, as now or            hereafter authorized by law, including any amendment that alters the contract rights,            as expressly set forth in the Charter, of any outstanding Shares.

Section 8.5       Inspection of Records. Except as required            by the 1940 Act or the Maryland General Corporation Law, the Shareholders shall only            have such right to inspect the records, documents, accounts and books of the            Corporation as may be granted from time to time by the Board of Directors in its sole            discretion.

Section 8.6       Appraisal Rights. The holders of the            Corporation’s Shares or any Series or Class of Shares shall not be entitled to            exercise the rights of an objecting stockholder under §§ 3-201 to 3-213 of            the Maryland General Corporation Law.

Section 8.7       Delegation; Committees. To the extent            permitted by the 1940 Act and the Maryland General Corporation Law, the Board of            Directors may delegate to a committee of one or more of the members of the Board of            Directors or to the officers of the Corporation any of the powers granted to the Board            of Directors by the Charter or the Maryland General Corporation Law.

Section 8.8       Headings; Plural. Article and Section            titles contained herein are for descriptive purposes only and shall not control or            alter the meaning of this Charter as set forth in the text or any article or section.            The use of the singular herein shall be deemed to be or include the plural (and vice            versa), wherever appropriate.

**THIRD**

The Board of Directors of the Corporation, pursuant to and in accordance            with the charter and bylaws of the Corporation and the Maryland General Corporation            Law, duly advised the foregoing amendment and restatement of the charter of the            Corporation and the stockholders of the Corporation, pursuant to and in accordance with            the charter and bylaws of the Corporation and the Maryland General Corporation Law,            duly approved the foregoing amendment and restatement of the charter of the            Corporation.

[signatures begin on next page]

IN WITNESS WHEREOF, DWS Value Series, Inc. has caused these Articles of            Amendment and Restatement to be signed and acknowledged in its name and on its behalf            by its President and attested to by its Secretary on this __ day of________, 200_, and            its President acknowledges that these Articles of Amendment and Restatement are the act            of DWS Value Series, Inc. and he/she further acknowledges that, as to all matters or            facts set forth herein which are required to be verified under oath, such matters and            facts are true in all material respects to the best of his/her knowledge, information            and belief, and that this statement is made under the penalties for perjury.

 

| ATTEST:

______________________________________Secretary | DWS VALUE SERIES, INC.

By:__________________________________       President |
|----------------------------------------------------------|------------------------------------------------------------------------------------------------------------------|
|                                                     |                                                                                                             |

 

**EXHIBIT** **K**

**ALLOCATION OF COSTS**

The Funds will pay the costs of preparing, printing and mailing the            enclosed Proxy Card and Proxy Statement and all other costs incurred in connection with            the solicitation of proxies, including any additional solicitation made by letter,            telephone or telegraph for each Fund, which is estimated to be $______________ in the            aggregate. However, DIMA has agreed to pay or reimburse the Funds for 10% of the            aggregate proxy costs. The amount borne by each Fund amounts to approximately the            percentage of net asset value set forth in column 2 for that Fund, based on net            assets of the Fund as of _______________ ___, 200__.

 

| Fund                                       | Column 1

(Allocated                                Expense) | Column 2

(Allocated Expense as                                % of NAV) |
|--------------------------------------------|--------------------------------------------------------------|--------------------------------------------------------------------------|
| DWS Alternative Asset Allocation Plus Fund |                                                         |                                                                     |
| DWS Balanced Fund                          |                                                         |                                                                     |
| DWS Blue Chip Fund                         |                                                         |                                                                     |
| DWS California Tax-Free Income Fund        |                                                         |                                                                     |
| DWS Core Plus Allocation Fund              |                                                         |                                                                     |
| DWS Disciplined Long/Short Growth Fund     |                                                         |                                                                     |
| DWS Disciplined Long/Short Value Fund      |                                                         |                                                                     |
| DWS Disciplined Market Neutral Fund        |                                                         |                                                                     |
| DWS Dreman Concentrated Value Fund         |                                                         |                                                                     |
| DWS Dreman High Return Equity Fund         |                                                         |                                                                     |
| DWS Dreman Mid Cap Value Fund              |                                                         |                                                                     |
| DWS Dreman Small Cap Value Fund            |                                                         |                                                                     |
| DWS High Income Fund                       |                                                         |                                                                     |
| DWS Large Cap Value Fund                   |                                                         |                                                                     |
| DWS LifeCompass Protect Fund               |                                                         |                                                                     |
| DWS LifeCompass Income Fund                |                                                         |                                                                     |
| DWS New York Tax-Free Income Fund          |                                                         |                                                                     |
| DWS Strategic Income Fund                  |                                                         |                                                                     |
| DWS Target 2008 Fund                       |                                                         |                                                                     |
| DWS Target 2010 Fund                       |                                                         |                                                                     |
| DWS Target 2011 Fund                       |                                                         |                                                                     |
| DWS Target 2012 Fund                       |                                                         |                                                                     |
| DWS Target 2013 Fund                       |                                                         |                                                                     |
| DWS Target 2014 Fund                       |                                                         |                                                                     |
| DWS Technology Fund                        |                                                         |                                                                     |
| DWS U.S. Government Securities Fund        |                                                         |                                                                     |

 

**EXHIBIT** **L**

**SHARES OUTSTANDING AS OF DECEMBER 10, 2007**

 

| **Fund                                Name** | **Class**                            | **Shares                                Outstanding** |
|----------------------------------------------|--------------------------------------|-------------------------------------------------------|
| DWS Alternative Asset Allocation Plus Fund   | A

C

Institutional

S

        |                                                  |
| DWS Balanced Fund                            | A

B

C

Institutional

S

     |                                                  |
| DWS Blue Chip Fund                           | A

B

C

Institutional

S

     |                                                  |
| DWS California Tax-Free Income Fund          | A

B

C

S

                    |                                                  |
| DWS Core Plus Allocation Fund                | A

C

Institutional

S

        |                                                  |
| DWS Disciplined Long/Short Growth Fund       | A

C

Institutional

S

        |                                                  |
| DWS Disciplined Long/Short Value Fund        | A

C

Institutional

S

        |                                                  |
| DWS Disciplined Market Neutral Fund          | A

C

Institutional

S

        |                                                  |
| DWS Dreman Concentrated Value Fund           | A

B

C

Institutional

        |                                                  |
| DWS Dreman High Return Equity Fund           | A

B

C

Institutional

R

S

  |                                                  |
| DWS Dreman Mid Cap Value Fund                | A

B

C

Institutional

S

     |                                                  |

 

 

| DWS Dreman Small Cap Value Fund     | A

B

C

Institutional

S

  |   |
|-------------------------------------|-----------------------------------|--------|
| DWS High Income Fund                | A

B

C

Institutional

     |   |
| DWS Large Cap Value Fund            | A

B

C

Institutional

S

  |   |
| DWS LifeCompass Protect Fund        | A

C

Institutional

S

     |   |
| DWS LifeCompass Income Fund         | A

C

Institutional

S

     |   |
| DWS New York Tax-Free Income Fund   | A

B

C

S

                 |   |
| DWS Strategic Income Fund           | A

B

C

S

                 |   |
| DWS Target 2008 Fund                | A                                 |   |
| DWS Target 2010 Fund                | A                                 |   |
| DWS Target 2011 Fund                | A                                 |   |
| DWS Target 2012 Fund                | A                                 |   |
| DWS Target 2013 Fund                | A                                 |   |
| DWS Target 2014 Fund                | A

                          |   |
| DWS Technology Fund                 | A

B

C

Institutional

S

  |   |
| DWS U.S. Government Securities Fund | A

B

C

Institutional

S

  |   |

 

**EXHIBIT** **M**

**5%            SHAREHOLDERS**

**(as of December 10, 2007)**

 

| Fund                                       | Share

Class                           | Name and Address of                                Owner | SharesOwned | Percent Ownership of                                Outstanding Shares |
|--------------------------------------------|----------------------------------------|----------------------------------------------------------|-------------|------------------------------------------------------------------------|
| DWS Alternative Asset Allocation Plus Fund |  

A

C

Institutional

S         |                                                     |        |                                                                   |
| DWS Balanced Fund                          | A

B

C

Institutional

S              |                                                     |        |                                                                   |
| DWS Blue Chip Fund                         | A

B

C

Institutional

S              |                                                     |        |                                                                   |
| DWS California Tax-Free Income Fund        |  

A

B

C

S                     |                                                     |        |                                                                   |
| DWS Core Plus Allocation Fund              | A

C

Institutional

S                 |                                                     |        |                                                                   |
| DWS Disciplined Long/Short Growth Fund     | A

C

Institutional

S                 |                                                     |        |                                                                   |
| DWS Disciplined Long/Short Value Fund      |  

A

C

Institutional

S         |                                                     |        |                                                                   |
| DWS Disciplined Market Neutral Fund        |  

A

C

Institutional

S         |                                                     |        |                                                                   |
| DWS Dreman Concentrated Value Fund         |  

A

B

C

Institutional

  |                                                     |        |                                                                   |
| DWS Dreman High Return Equity Fund         |  

A

B

C

Institutional

R

S   |                                                     |        |                                                                   |
| DWS Dreman Mid Cap Value Fund              | A

B

C

Institutional

S              |                                                     |        |                                                                   |

 

 

| DWS Dreman Small Cap Value Fund     | A

B

C

Institutional

S         |   |   |   |
|-------------------------------------|-----------------------------------|--------|--------|--------|
| DWS High Income Fund                | A

B

C

Institutional            |   |   |   |
| DWS Large Cap Value Fund            | A

B

C

Institutional

S         |   |   |   |
| DWS LifeCompass Protect Fund        | A

C

Institutional

S            |   |   |   |
| DWS LifeCompass Income Fund         | A

C

Institutional

S            |   |   |   |
| DWS New York Tax-Free Income Fund   |  

A

B

C

S                |   |   |   |
| DWS Strategic Income Fund           | A

B

C

S                        |   |   |   |
| DWS Target 2008 Fund                | A                                 |   |   |   |
| DWS Target 2010 Fund                | A                                 |   |   |   |
| DWS Target 2011 Fund                | A                                 |   |   |   |
| DWS Target 2012 Fund                | A                                 |   |   |   |
| DWS Target 2013 Fund                | A                                 |   |   |   |
| DWS Target 2014 Fund                | A                                 |   |   |   |
| DWS Technology Fund                 | A

B

C

Institutional

S         |   |   |   |
| DWS U.S. Government Securities Fund |  

A

B

C

Institutional

S |   |   |   |

 

**EXHIBIT N**

**INFORMATION REGARDING SIMILAR FUNDS**

 

| **Fund Name**                                                  | **Net Assets****As of****10/31/07 ($)** | **Current Management****Fee                                Schedule***                                                                                                                                             | **Has compensation****been waived, reduced****or otherwise****agreed to be reduced****under any****applicable contract?** | **Current Investment****Objective**                                                                                                                                                       |
|----------------------------------------------------------------|-----------------------------------------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|---------------------------------------------------------------------------------------------------------------------------|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| **Tax-Free Income Funds**                                      |                                    |                                                                                                                                                                                                               |                                                                                                                      |                                                                                                                                                                                      |
| DWS California                            Tax-Free Income Fund | 862,449,560                             | 0.550% to                            $250 million0.520% next $750 million0.500% next $1.5 billion0.480% next $2.5 billion0.450% next $2.5 billion0.430% next $2.5 billion0.410% next $2.5 billion0.400% thereafter | Yes                                                                                                                       | The fund seeks a high level of current income that is                            exempt from California state and federal income taxes.                                                   |
| DWS High Yield Tax                            Free Fund        | 1,008,869,841                           | 0.565% to                            $300 million0.515% next $200 million0.490% next $500 million0.470% thereafter                                                                                                 | Yes                                                                                                                       | The fund seeks to provide a high level of income                            exempt from regular federal income tax.                                                                       |
| DWS Intermediate                            Tax/AMT Free Fund  | 635,026,042                             | 0.315%                                                                                                                                                                                                             | No                                                                                                                        | The fund seeks to provide a high level of income                            exempt from regular federal income taxes and seeks to limit principal                            fluctuation. |
| DWS Managed Municipal                            Bond Fund     | 3,789,871,678                           | 0.365% to                            $250 million0.345% next $750 million0.325% next $1.5 billion0.315% next $2.5 billion0.295% next $2.5 billion0.275% next $2.5 billion0.255% next $2.5 billion0.235% thereafter | Yes                                                                                                                       | The fund seeks to provide income exempt from regular                            federal income tax.                                                                                       |

 

 

| DWS Massachusetts                            Tax-Free Fund    | 466,374,746   | 0.450% to                            $250 million0.420% next $750 million0.400% next $1.5 billion0.380% next $2.5 billion0.350% next $2.5 billion0.330% next $2.5 billion0.310% next $2.5 billion0.300% thereafter | Yes    | The fund seeks income that is exempt from                            Massachusetts persona and federal income taxes.                                                                                                                    |
|---------------------------------------------------------------|---------------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|--------|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| DWS New York tax-Free                            Income Fund  | 391,196,563   | 0.550% to                            $250 million0.520% next $750 million0.500% next $1.5 billion0.480% next $2.5 billion0.450% next $2.5 billion0.430% next $2.5 billion0.410% next $2.5 billion0.400% thereafter | Yes    | The fund seeks a high level of current income that is                            exempt from New York City personal income taxes and federal income                            taxes.                                                   |
| DWS Short-Term                            Municipal Bond Fund | 449,403,807   | 0.400% to                            $500 million0.385% next $500 million0.370% next $1 billion0.355% thereafter                                                                                                   | No     | The fund seeks a high level of income exempt from                            regular federal income tax, consistent with the preservation of                            capital.                                                        |
| **Taxable Income Funds**                                      |          |                                                                                                                                                                                                               |   |                                                                                                                                                                                                                                    |
| DWS Core Fixed Income                            Fund         | 1,649,802,956 | 0.400% to                            $1.5 billion0.385% next $1.75 billion0.370% next $1.75 billion0.355% thereafter                                                                                               | Yes    | The fund seeks to maximize total return consistent                            with preservation of capital and prudent investment management, by                            investing for both current income and capital appreciation. |
| DWS Core Plus Income                            Fund          | 663,619,364   | 0.465% to                            $250 million0.435% next $750 million0.415% next $1.5 billion0.395% next $2.5 billion0.365% next $2.5 billion0.345% next $2.5 billion0.325% next $2.5 billion0.315% thereafter | Yes    | The fund seeks to maximize total return consistent                            with preservation of capital and prudent investment management, by                            investing for both current income and capital appreciation. |

 

 

| DWS Floating Rate Plus                            Fund       | 36,638,306    | 0.650% to                            $1 billion0.635% next $1.5 billion0.610% next $2.5 billion0.585% next $2.5 billion0.560% next $2.5 billion0.550 thereafter                                                    | Yes | The fund seeks to provide high current                            income.                                                                                                                                                                                                                   |
|--------------------------------------------------------------|---------------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|-----|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| DWS GNMA                            Fund                     | 2,337,702,275 | 0.315% to                            $5.0 billion0.300% next $1.0 billion0.285% thereafter                                                                                                                         | No  | The fund seeks to produce a high level of                            income.                                                                                                                                                                                                                |
| DWS High Income                            Fund              | 2,010,187,721 | 0.580% to                            $250 million0.550% next $750 million0.530% next $1.5 billion0.510% next $2.5 billion0.480% next $2.5 billion0.460% next $2.5 billion0.440% next $2.5 billion0.420% thereafter | No  | The fund seeks the highest level of current income                            obtainable from a diversified portfolio of fixed income securities                            which the fund’s investment manager considers consistent with                            reasonable risk. |
| DWS High Income Plus                            Fund         | 399,453,744   | 0.500% to                            $1.0 billion0.490% next $1.5 billion0.480% next $2.5 billion0.470% next $5.0 billion0.460% thereafter                                                                         | Yes | The fund seeks high current income and, as a                            secondary objective, capital appreciation.                                                                                                                                                                          |
| DWS Inflation                            Protected Plus Fund | 44,948,909    | 0.400% to                            $1.5 billion0.375% next $500 million0.360% next $1.0 billion0.345% next $1.0 billion0.330% next $1.0 billion0.315% next $1.0 billion0.300% thereafter                         | Yes | The fund seeks to provide maximum inflation-adjusted                            return, consistent with preservation of capital.                                                                                                                                                            |
| DWS Short Duration                            Fund           | 132,082,724   | 0.400% to                            $500 million0.385% next $500 million0.370% next $1 billion0.355% thereafter                                                                                                   | Yes | The fund seeks to maximize total return consistent                            with preservation of capital and prudent investment management, by                            investing for both current income and capital appreciation.                                                     |

 

 

| DWS Short Duration                            Plus Fund               | 1,390,238,629 | 0.365% to                            $1.5 billion0.340% next $500 million0.315% next $1 billion0.300% next $1 billion0.285% next $1 billion0.270% next $1 billion0.255% thereafter                                 | Yes    | The fund seeks to provide high income while also                            seeking to maintain a high degree of stability of shareholders’                            capital. |
|-----------------------------------------------------------------------|---------------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|--------|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| DWS Strategic Income                            Fund                  | 392,913,252   | 0.580% to                            $250 million0.550% next $750 million0.530% next $1.5 billion0.510% next $2.5 billion0.480% next $2.5 billion0.460% next $2.5 billion0.440% next $2.5 billion0.420% thereafter | Yes    | The fund seeks a high current return.                                                                                                                                                 |
| DWS U.S. Government                            Securities Fund        | 2,138,560,199 | 0.450% to                            $250 million0.430% next $750 million0.410% next $1.5 billion0.400% next $2.5 billion0.380% next $2.5 billion0.360% next $2.5 billion0.340% next $2.5 billion0.320% thereafter | Yes    | The fund seeks high current income, liquidity and                            security of principal.                                                                                   |
| **Multi-Category/Asset Allocation                            Funds**  |          |                                                                                                                                                                                                               |   |                                                                                                                                                                                  |
| DWS Alternative Asset                            Allocation Plus Fund | 30,125,748    | 0.200%                                                                                                                                                                                                             | Yes    | The fund seeks capital appreciations.                                                                                                                                                 |
| DWS Balanced                            Fund                          | 1,775,639,031 | 0.470% to                            $1.5 billion0.445% next $500 million0.410% next $1.5 billion0.400% next $2 billion0.390% next $2 billion0.380% next $2.5 billion0.370% next $2.5 billion0.360% thereafter     | Yes    | The fund seeks the highest total return, a                            combination of income and capital appreciation, consistent with                            reasonable risk.     |

 

 

| DWS Core Plus                            Allocation Fund   | 23,793,678  | 0.200% to                            $500 million0.190% next $500 million0.180% next $1.0 billion0.170% next $1.0 billion0.165% next $1.5 billion0.160% next $1.5 billion0.155% next $1.5 billion0.150% next $1.5 billion0.145% next $1.5 billion0.140% thereafter | Yes    | The fund seeks long-term growth of capital and, as a                            secondary objective, current income.                        |
|------------------------------------------------------------|-------------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|--------|---------------------------------------------------------------------------------------------------------------------------------------------|
| DWS LifeCompass Income                            Fund     | 0           |                                                                                                                                                                                                                                                               |   |                                                                                                                                        |
| DWS LifeCompass                            Protect Fund    | 0           | 0.600%                                                                                                                                                                                                                                                             | Yes    | The fund seeks to maximize total return consistent                            with capital preservation.                                    |
| DWS LifeCompass                            Retirement Fund | 155,489,018 | 0.000%                                                                                                                                                                                                                                                             | Yes    | The fund seeks current income and, as a secondary                            objective, long-term growth of capital.                        |
| DWS LifeCompass 2015                            Fund       | 337,224,255 | 0.000%                                                                                                                                                                                                                                                             | Yes    | The fund seeks to achieve as high total return as is                            consistent with its asset allocation until the target year. |
| DWS LifeCompass 2020                            Fund       | 335,254,870 | 0.000%                                                                                                                                                                                                                                                             | Yes    | The fund seeks to achieve as high total return as is                            consistent with its asset allocation until the target year. |
| DWS LifeCompass 2030                            Fund       | 41,652,011  | 0.000%                                                                                                                                                                                                                                                             | Yes    | The fund seeks to achieve as high total return as is                            consistent with its asset allocation until the target year. |
| DWS LifeCompass 2040                            Fund       | 0           | 0.000%                                                                                                                                                                                                                                                             | Yes    | The fund seeks to achieve as high total return as is                            consistent with its asset allocation until the target year. |

 

 

| DWS Lifecycle Long                            Range Fund | 835,881,277 | 0.600% to                            $250 million0.575% next $750 million0.550% thereafter | Yes | The fund seeks high total return with reduced risk                            over the long term.                                                                                                                                                                                                                    |
|----------------------------------------------------------|-------------|--------------------------------------------------------------------------------------------|-----|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| DWS Target 2008                            Fund          | 17,499,691  | 0.500%                                                                                     | No  | The fund seeks to provide a guaranteed return of                            investment on the Maturity Date (May 15, 2008) to investors who                            reinvest all dividends and hold their shares to the Maturity Date and                            to provide long-term growth of capital.      |
| DWS Target 2010                            Fund          | 43,199,892  | 0.500%                                                                                     | No  | The fund seeks to provide a guaranteed return of                            investment on the Maturity Date (November 15, 2010) to investors who                            reinvest all dividends and hold their shares to the Maturity Date and                            to provide long-term growth of capital. |
| DWS Target                            2011               | 71,857,125  | 0.500%                                                                                     | No  | The fund seeks to provide a guaranteed return of                            investment on the Maturity Date (August 15, 2011) to investors who                            reinvest all dividends and hold their shares to the Maturity Date and                            to provide long-term growth of capital.   |

 

 

| DWS Target 2012                            Fund                  | 57,121,614  | 0.500%                                                                                                            | No     | The fund seeks to provide a guaranteed return of                            investment on the Maturity Date (February 15, 2012) to investors who                            reinvest all dividends and hold their shares to the Maturity Date and                            to provide long-term growth of capital.                            |
|------------------------------------------------------------------|-------------|-------------------------------------------------------------------------------------------------------------------|--------|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| DWS Target 2013                            Fund                  | 38,863,265  | 0.500%                                                                                                            | No     | The fund                            seeks to provide a guaranteed return of investment on the Maturity Date                            (February 15, 2013) to investors who reinvest all dividends and hold                            their shares to the Maturity Date and to provide long-term growth of                            capital. |
| DWS Target 2014                            Fund                  | 39,662,773  | 0.500%                                                                                                            | No     | The fund seeks to provide a guaranteed return of                            investment on the Maturity Date (November 15, 2014) to investors who                            reinvest all dividends and hold their shares to the Maturity Date and                            to provide long-term growth of capital.                            |
| DWS Value Builder                            Fund                | 294,896,842 | 0.915% to                            $50 million0.765% next $50 million0.715% next $100 million0.615% thereafter  | No     | The fund seeks to maximize total return through a                            combination of long-term growth of capital and current                            income.                                                                                                                                                                          |
| **Value Funds**                                                  |        |                                                                                                              |   |                                                                                                                                                                                                                                                                                                                                            |
| DWS Commodity                            Securities Fund         | 377,123,525 | 0.950% to                            $500 million0.900% next $500 million0.850% thereafter                        | Yes    | The fund seeks capital appreciation.                                                                                                                                                                                                                                                                                                            |
| DWS Disciplined                            Long/Short Value Fund | 16,008,297  | 1.00% to                            $1.0 billion0.950% next $1.0 billion0.900% next $1.0 billion0.850% thereafter | Yes    | The fund seeks capital appreciation.                                                                                                                                                                                                                                                                                                            |

 

 

| DWS Disciplined Market                            Neutral Fund | 21,858,248    | 1.250% to                            $1.0 billion1.200% next $1.0 billion1.150% next $1.0 billion1.100% thereafter                                                                                                 | Yes | The fund seeks capital appreciation independent of                            stock market direction.                                                                   |
|----------------------------------------------------------------|---------------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|-----|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| DWS Dreman                            Concentrated Value Fund  | 76,207,310    | 0.800% to                            $250 million0.780% next $750 million0.760% next $1.5 billion0.740% thereafter                                                                                                 | Yes | The fund seeks long-term growth of                            capital.                                                                                                  |
| DWS Dreman High Return                            Equity Fund  | 8,924,801,369 | 0.750% to                            $250 million0.720% next $750 million0.700% next $1.5 billion0.680% next $2.5 billion0.650% next $2.5 billion0.640% next $2.5 billion0.630% next $2.5 billion0.620% thereafter | Yes | The fund seeks to achieve a high rate of total                            return.                                                                                       |
| DWS Dreman Mid Cap                            Value Fund       | 95,396,053    | 0.750% to                            $250 million0.720% next $750 million0.700% next $1.5 billion0.680% next $1.5 billion0.660% thereafter                                                                         | Yes | The fund seeks long-term capital                            appreciation.                                                                                               |
| DWS Dreman Small Cap                            Value Fund     | 2,192,013,591 | 0.750% to                            $250 million0.720% next $750 million0.700% next $1.5 billion0.680% next $2.5 billion0.650% next $2.5 billion0.640% next $2.5 billion0.630% next $2.5 billion0.620% thereafter | No  | The fund seeks long-term capital                            appreciation.                                                                                               |
| DWS Equity Income                            Fund              | 142,202,255   | 0.665% to                            $250 million0.635% next $750 million0.615% next $1.5 billion0.595% next $2.5 billion0.565% next $2.5 billion0.555% next $2.5 billion0.545% next $2.5 billion0.535% thereafter | Yes | The fund seeks high income consistent with                            preservation of capital and, secondarily, long-term growth of                            capital. |

 

 

| DWS Equity Partners                            Fund              | 421,731,385   | 0.915% to                            $50 million0.765% next $50 million0.715% next $100 million0.615% thereafter                                                                           | Yes    | The fund seeks to achieve long-term growth of capital                            and, secondarily, current income.                                                                                                                                                                                                                                                              |
|------------------------------------------------------------------|---------------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|--------|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| DWS Growth &                            Income Fund          | 4,335,201,034 | 0.365% to                            $250 million0.360% next $750 million0.355% next $1.5 billion0.345% next $5.0 billion0.335% next $5.0 billion0.325% next $5.0 billion0.300% thereafter | Yes    | The fund seeks long-term growth of capital, current                            income and growth of income.                                                                                                                                                                                                                                                                     |
| DWS Large Cap Value                            Fund              | 1,890,521,623 | 0.425% to                            $1.5 billion0.400% next $500 million0.375% next $1 billion0.350% next $1 billion0.325% next $1 billion0.300 thereafter                                | Yes    | The fund seeks long-term capital appreciation, with                            current income as a secondary objective.                                                                                                                                                                                                                                                         |
| DWS RREEF Real Estate                            Securities Fund | 1,673,160,356 | 0.565% to                            $100 million0.465% next $100 million0.415% next $100 million0.365% thereafter                                                                         | No     | The fund’s investment objective is long-term                            capital appreciation and current income.                                                                                                                                                                                                                                                          |
| DWS Small Cap Core                            Fund               | 140,400,578   | 0.665% to                            $500 million0.615% next $500 million0.565% thereafter                                                                                                 | Yes    | The fund seeks to provide long-term capital                            growth                                                                                                                                                                                                                                                                                                   |
| DWS Small Cap Value                            Fund              | 254,812,153   | 0.665% to                            $500 million0.615% thereafter                                                                                                                         | No     | The fund seeks long-term growth of                            capital.                                                                                                                                                                                                                                                                                                          |
| **Index-Related Funds**                                          |          |                                                                                                                                                                                       |   |                                                                                                                                                                                                                                                                                                                                                                            |
| DWS EAFE Equity index                            Fund            | 515,341,122   | 0.250%                                                                                                                                                                                     | No     | The fund seeks to replicate, as closely as possible,                            before the deduction of expenses, the performance of the Morgan Stanley                            Capital International EAFE® Index, which emphasizes stocks of                            companies in major markets in Europe, Australasia, and the Far                            East. |

 

 

| DWS Enhanced S&P                            500 Index Fund | 103,378,447   | 0.415% to                            $500 million0.390% next $500 million0.365 thereafter | Yes | The fund seeks long-term growth and                            income.                                                                                                                                                                                                                                                                                                 |
|----------------------------------------------------------------|---------------|-------------------------------------------------------------------------------------------|-----|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| DWS Equity 500 Index                            Fund           | 2,921,513,181 | 0.050%**                                                                                  | Yes | The fund seeks to replicate, as closely as possible,                            before the deduction of expenses, the performance of the Standard &                            Poor’s 500 Composite Stock Price Index, which emphasizes stocks                            of large US companies.                                                             |
| DWS S&P 500 Index                            Fund          | 761,966,297   | 0.050%                                                                                    | Yes | The fund seeks to provide investment results that,                            before expenses, correspond to the total return of common stocks                            publicly traded in the United States, as represented by the Standard                            and Poor’s 500 Composite Stock Price Index.                                            |
| DWS U.S. Bond Index                            Fund            | 204,586,727   | 0.150%                                                                                    | Yes | The fund seeks to replicate, as closely as possible,                            before the deduction of expenses, the performance of the Lehman                            Brothers Aggregate Bond Index, which emphasizes government                            mortgage-backed securities and corporate investment grade debt                            securities. |

 

 

| **Growth Funds**                                                  |          |                                                                                                                                                                                                               |   |                                                                                    |
|-------------------------------------------------------------------|---------------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|--------|-----------------------------------------------------------------------------------------|
| DWS Blue Chip                            Fund                     | 572,479,381   | 0.580% to                            $250 million0.550% next $750 million0.530% next $1.5 billion0.510% next $2.5 billion0.480% next $2.5 billion0.460% next $2.5 billion0.440% next $2.5 billion0.420% thereafter | No     | The fund seeks growth of capital and of                            income.              |
| DWS Capital Growth                            Fund                | 1,982,485,349 | 0.495% to                            $250 million0.465% next $750 million0.445% next $1.5 billion0.425% next $2.5 billion0.395% next $2.5 billion0.375% next $2.5 billion0.355% next $2.5 billion0.335% thereafter | Yes    | The fund seeks to provide long-term growth of                            capital.       |
| DWS Communications                            Fund                | 353,433,387   | 1.000% to                            $100 million0.900% next $100 million0.850% next $100 million0.800% next $200 million0.730% next $500 million0.680% next $500 million0.650% thereafter                         | Yes    | The fund seeks to maximize total return.                                                |
| DWS Disciplined                            Long/Short Growth Fund | 12,851,212    | 1.00% to                            $1.0 billion0.950% next $1.0 billion0.900% next $1.0 billion0.850% thereafter                                                                                                  | Yes    | The fund seeks capital appreciation.                                                    |
| DWS Gold &                            Precious Metals Fund    | 845,499,972   | 0.885% to                            $500 million0.835% thereafter                                                                                                                                                 | Yes    | The fund seeks maximum return (principal change and                            income). |
| DWS Health Care                            Fund                   | 231,413,443   | 0.765% to                            $500 million0.715% thereafter                                                                                                                                                 | Yes    | The fund seeks long-term growth of                            capital.                  |
| DWS Large Company                            Growth Fund          | 318,503,253   | 0.615% to                            $1.5 billion0.565% next $500 million0.515% thereafter                                                                                                                         | Yes    | The fund seeks long-term growth of                            capital.                  |
| DWS Micro Cap                            Fund                     | 69,544,278    | 1.250% to                            $250 million1.100% next $250 million0.950% next $500 million0.800% thereafter                                                                                                 | Yes    | The fund seeks capital appreciation.                                                    |

 

 

| DWS Mid Cap Growth                            Fund                | 1,303,059,133 | 0.650% to                            $500 million0.600% next $1 billion0.550% next $2.5 billion0.540% next $2.5 billion0.530% next $2.5 billion0.520% next $2.5 billion0.510% thereafter                           | Yes    | The fund seeks long-term capital growth.                                                                                              |
|-------------------------------------------------------------------|---------------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|--------|---------------------------------------------------------------------------------------------------------------------------------------|
| DWS Small Cap Growth                            Fund              | 400,088,830   | 0.650%                                                                                                                                                                                                             | Yes    | The fund seeks long-term capital growth.                                                                                              |
| DWS Technology                            Fund                    | 1,112,688,140 | 0.580% to                            $250 million0.550% next $750 million0.530% next $1.5 billion0.510% next $2.5 billion0.480% next $2.5 billion0.460% next $2.5 billion0.440% next $2.5 billion0.420% thereafter | Yes    | The fund seeks growth of capital.                                                                                                     |
| **Global Income Funds**                                           |          |                                                                                                                                                                                                               |   |                                                                                                                                  |
| DWS Emerging Markets                            Fixed Income Fund | 257,848,481   | 0.665% to                            $500 million0.650% next $500 million0.635% next $1.0 billion0.620% thereafter                                                                                                 | Yes    | The fund seeks to provide high current income and,                            secondarily, long-term capital appreciation.            |
| DWS Global Bond                            Fund                   | 130,301,050   | 0.615% next                            $2.5 billion0.595% next $2.5 billion0.565% next $2.5 billion0.555% next $2.5 billion0.545% next $2.5 billion0.535% thereafter                                               | Yes    | The fund seeks total return, with an emphasis on                            current income; capital appreciation is a secondary goal. |
| **Global Growth Funds**                                           |          |                                                                                                                                                                                                               |   |                                                                                                                                  |
| DWS Climate Change                            Fund                | 11,261,330    | 1.000%                                                                                                                                                                                                             | Yes    | The fund seeks maximum return (growth of capital and                            income).                                              |
| DWS Emerging Markets                            Equity Fund       | 458,254,045   | 1.015% to                            $250 million0.990% next $500 million0.965% thereafter                                                                                                                         | Yes    | The fund seeks long-term growth of                            capital.                                                                |

 

 

| DWS Europe Equity                            Fund                       | 617,914,440   | 0.665% to                            $250 million0.635% next $750 million0.615% next $1.5 billion0.595% next $2.5 billion0.565% next $2.5 billion0.555% next $2.5 billion0.545% next $2.5 billion0.535% thereafter | Yes | The fund seeks long-term growth of                            capital.                                                             |
|-------------------------------------------------------------------------|---------------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|-----|------------------------------------------------------------------------------------------------------------------------------------|
| DWS Global                            Opportunities Fund                | 915,702,954   | 1.015% to                            $500 million0.965% next $500 million0.915% thereafter                                                                                                                         | Yes | The fund seeks above-average capital appreciation                            over the long term.                                   |
| DWS Global Thematic                            Fund                     | 2,546,508,205 | 0.915% to                            $500 million0.865% next $500 million0.815% next $500 million0.765% next $500 million0.715% thereafter                                                                         | Yes | The fund seeks long-term growth of                            capital.                                                             |
| DWS International                            Fund                       | 2,544,155,561 | 0.565% to                            $2.5 billion0.545% next $2.5 billion0.525% next $5.0 billion0.515% next $5.0 billion0.465% thereafter                                                                         | No  | The fund seeks long-term growth of                            capital.                                                             |
| DWS International                            Select Equity Fund         | 287,230,613   | 0.700% to                            $1.5 billion0.685% next $1.75 billion0.670% next $1.75 billion0.655% thereafter                                                                                               | Yes | The fund seeks capital appreciation.                                                                                               |
| DWS International                            Value Opportunities Fund   | 22,313,873    | 0.800% to                            $500 million0.780% next $500 million0.760% next $1.0 billion0.740% thereafter                                                                                                 | Yes | The fund seeks long-term capital appreciation, with                            current income as a secondary objective.            |
| DWS Japan Equity                            Fund                        | 146,589,205   | 0.850% to                            $500 million0.835% next $500 million0.820% next $1.0 billion0.805% thereafter                                                                                                 | No  | The fund seeks high capital appreciation.                                                                                          |
| DWS Latin America                            Equity Fund                | 1,300,042,994 | 1.165% to                            $400 million1.065% thereafter                                                                                                                                                 | No  | The fund seeks long-term capital                            appreciation.                                                          |
| DWS RREEF Global Real                            Estate Securities Fund | 933,847,643   | 1.000% to                            $500 million0.985% next $500 million0.960% next $1 billion0.945% thereafter                                                                                                   | Yes | The fund seeks total return through a combination of                            current income and long-term capital appreciation. |

 

 

| **Closed-End Funds**                                                                        |        |                                                               |   |                                                                                                                                                                 |
|---------------------------------------------------------------------------------------------|-------------|--------------------------------------------------------------------|--------|----------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| DWS Dreman Value                            Income Edge Fund, Inc.                          | 972,795,597 | 1.000%                                                             | No     | The fund seeks to achieve a high level of total                            return.                                                                                   |
| DWS Global Commodities                            Stock Fund, Inc.                          | 513,645,345 | 0.900%                                                             | No     | The find seeks capital appreciation with total return                            as a secondary objective.                                                           |
| DWS Global High Income                            Fund, Inc.                                | 100,062,817 | 1.000%                                                             | No     | The fund seeks high current income and secondarily                            capital appreciation.                                                                  |
| DWS High Income                            Trust                                            | 182,053,010 | 0.850% to                            $250 million0.750% thereafter | No     | The fund seeks highest current income obtainable                            consistent with reasonable risk with capital gains                            secondary. |
| DWS Multi-Market                            Income Trust                                    | 238,672,256 | 0.850%                                                             | No     | The fund seeks high current income consistent with                            prudent total return asset management.                                                 |
| DWS Municipal Income                            Trust                                       | 458,253,437 | 0.550%                                                             | No     | The fund seeks to provide a high level of current                            income exempt from federal income tax.                                                  |
| DWS RREEF Real Estate                            Fund II, Inc.                              | 715,386,118 | 0.850%                                                             | Yes    | The fund seeks total return through a combination of                            high current income and capital appreciation potential.                              |
| DWS RREEF Real Estate                            Fund, Inc.                                 | 390,780,958 | 0.850%                                                             | Yes    | The fund seeks total return through a combination of                            high current income and capital appreciation potential.                              |
| DWS RREEF World Real                            Estate & Tactical Strategies Fund, Inc. | 222,119,452 | 0.900%                                                             | No     | The fund seeks high current income and capital                            appreciation.                                                                              |
| DWS Strategic Income                            Trust                                       | 62,996,475  | 0.850%                                                             | No     | The fund seeks high current income.                                                                                                                                  |

 

 

| DWS Strategic                            Municipal Income Trust     | 132,662,233   | 0.600%                                                                                                                                   | No     | The fund seeks a high level of current income exempt                            from federal income tax.                                                                                                                                                                |
|---------------------------------------------------------------------|---------------|------------------------------------------------------------------------------------------------------------------------------------------|--------|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| The Central Europe and                            Russia Fund, Inc. | 1,047,505,416 | Management:0.650% to $100 million0.550% next $400 million0.500% over $500 millionAdvisory:0.350% to $100 million0.250% over $100 million | No     | The fund seeks long-term capital                            appreciation.                                                                                                                                                                                               |
| The European Equity                            Fund, Inc.           | 178,930,238   | Management:0.650% to $50 million0.550% over $50 millionAdvisory:0.350% to $100 million0.250% over $100 million                           | No     | The fund seeks long-term capital                            appreciation.                                                                                                                                                                                               |
| The New Germany Fund,                            Inc.               | 511,850,890   | Management:0.650% to $100 million0.550% next $400 million0.500% over $500 millionAdvisory:0.350% to $100 million0.250% over $100 million | No     | The fund seeks long-term capital                            appreciation.                                                                                                                                                                                               |
| **Insurance/Annuity Funds**                                         |          |                                                                                                                                     |   |                                                                                                                                                                                                                                                                    |
| DWS Bond                            VIP                             | 231,904,682   | 0.390% to                            $250 million0.365% next $750 million0.340% thereafter                                               | Yes    | The portfolio seeks to maximize total return                            consistent with preservation of capital and prudent investment                            management, by investing for both current income and capital                            appreciation. |
| DWS Capital Growth                            VIP                   | 1,148,160,721 | 0.390% to                            $250 million0.365% next $750 million0.340% thereafter                                               | Yes    | The portfolio seeks to provide long-term growth of                            capital.                                                                                                                                                                                  |

 

 

| DWS Global                            Opportunities VIP         | 350,084,104   | 0.890% to                            $500 million0.875% next $500 million0.860% next $1.0 billion0.845% thereafter                                                                                                 | Yes | The portfolio seeks above-average capital                            appreciation over the long term.                                                                                                                                                                                                           |
|-----------------------------------------------------------------|---------------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|-----|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| DWS Growth &                            Income VIP          | 270,914,082   | 0.390% to                            $250 million0.365% next $750 million0.340% thereafter                                                                                                                         | Yes | The portfolio seeks long-term growth of capital,                            current income and growth of income.                                                                                                                                                                                                |
| DWS Health Care                            VIP                  | 108,299,812   | 0.665% to                            $250 million0.640% next $750 million0.615% next $1.5 billion0.595% next $2.5 billion0.565% next $2.5 billion0.555% next $2.5 billion0.545% next $2.5 billion0.535% thereafter | No  | The portfolio seeks long-term growth of                            capital.                                                                                                                                                                                                                                     |
| DWS International                            VIP                | 809,023,545   | 0.790% to                            $500 million0.640% thereafter                                                                                                                                                 | Yes | The portfolio seeks long-term growth of                            capital.                                                                                                                                                                                                                                     |
| DWS Equity 500 Index                            VIP             | 1,227,535,118 | 0.200% to                            $1.0 billion0.175% next $1.0 billion0.150% thereafter                                                                                                                         | Yes | The portfolio seeks to replicate, as closely as                            possible, before the deduction of expenses, the performance of the                            Standard & Poor’s 500 Composite Stock Price Index, which                            emphasizes stocks of large US companies. |
| DWS RREEF Real Estate                            Securities VIP | 18,259,943    | 0.900% to                            $250 million0.875% next $250 million0.850% next $500 million0.825% next $1.5 billion0.800% thereafter                                                                         | Yes | The portfolio’s investment objectives are                            long-term capital appreciation and current income.                                                                                                                                                                                   |

 

 

| DWS Small Cap Index                            VIP         | 416,397,245 | 0.350%                                                                                                                                                                                                             | Yes | The portfolio seeks to replicate, as closely as                            possible, before the deduction of expenses, the performance of the                            Russell 2000® Index, which emphasizes stocks of small US                            companies. |
|------------------------------------------------------------|-------------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|-----|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| DWS Balanced                            VIP                | 565,366,188 | 0.470% to                            $250 million0.445% next $750 million0.410% thereafter                                                                                                                         | Yes | The portfolio seeks high total return, a combination                            of income and capital appreciation.                                                                                                                                                         |
| DWS Blue Chip                            VIP               | 289,064,196 | 0.650% to                            $250 million0.620% next $750 million0.600% next $1.5 billion0.580% next $2.5 billion0.550% next $2.5 billion0.530% next $2.5 billion0.510% next $2.5 billion0.490% thereafter | No  | The portfolio seeks growth of capital and                            income.                                                                                                                                                                                                |
| DWS Conservative                            Allocation VIP | 56,746,797  | 0.150% to                            $500 million0.140% next $500 million0.130% next $500 million0.120% next $1.0 billion0.110% thereafter                                                                         | Yes | The portfolio seeks a balance of current income and                            long-term growth of capital with an emphasis on current                            income.                                                                                                   |
| DWS Core Fixed Income                            VIP       | 367,566,562 | 0.600% to                            $250 million0.570% next $750 million0.550% next $1.5 billion0.530% next $2.5 billion0.500% next $2.5 billion0.480% next $2.5 billion0.460% next $2.5 billion0.440% thereafter | Yes | The portfolio seeks high current income.                                                                                                                                                                                                                                    |
| DWS Davis Venture                            Value VIP     | 379,529,907 | 0.950% to                            $250 million0.925% next $250 million0.900% next $500 million0.875% next $1.5 billion0.850% thereafter                                                                         | Yes | The portfolio seeks growth of capital.                                                                                                                                                                                                                                      |

 

 

| DWS Dreman High Return                            Equity VIP          | 940,651,417 | 0.750% to                            $250 million0.720% next $750 million0.700% next $1.5 billion0.680% next $2.5 billion0.650% next $2.5 billion0.640% next $2.5 billion0.630% next $2.5 billion0.620% thereafter | Yes | The portfolio seeks to achieve a high rate of total                            return.                      |
|-----------------------------------------------------------------------|-------------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|-----|-------------------------------------------------------------------------------------------------------------|
| DWS Dreman Small Mid                            Cap Value VIP         | 564,544,893 | 0.750% to                            $250 million0.720% next $750 million0.700% next $1.5 billion0.680% next $2.5 billion0.650% next $2.5 billion0.640% next $2.5 billion0.630% next $2.5 billion0.620% thereafter | No  | The portfolio seeks long-term capital                            appreciation.                              |
| DWS Global Thematic                            VIP                    | 180,304,168 | 1.000% to                            $250 million0.950% next $500 million0.900% next $750 million0.850% next $1.5 billion0.800% thereafter                                                                         | Yes | The portfolio seeks long-term capital                            growth.                                    |
| DWS Government &                            Agency Securities VIP | 203,196,042 | 0.550% to                            $250 million0.530% next $750 million0.510% next $1.5 billion0.500% next $2.5 billion0.480% next $2.5 billion0.460% next $2.5 billion0.440% next $2.5 billion0.420% thereafter | Yes | The portfolio seeks high current income consistent                            with preservation of capital. |
| DWS Growth Allocation                            VIP                  | 207,775,002 | 0.150% to                            $500 million0.140% next $500 million0.130% next $500 million0.120% next $1.0 billion0.110% thereafter                                                                         | Yes | The portfolio seeks long-term growth of                            capital.                                 |

 

 

| DWS High Income                            VIP                 | 301,081,672 | 0.600% to                            $250 million0.570% next $750 million0.550% next $1.5 billion0.530% next $2.5 billion0.500% next $2.5 billion0.480% next $2.5 billion0.460% next $2.5 billion0.440% thereafter | No  | The portfolio seeks to provide a high level of                            current income.                                                                                    |
|----------------------------------------------------------------|-------------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|-----|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| DWS International                            Select Equity VIP | 269,151,952 | 0.750% to                            $1.5 billion0.735% next $1.75 billion0.720% next $1.75 billion0.705% thereafter                                                                                               | No  | The portfolio seeks capital appreciation.                                                                                                                                    |
| DWS Janus Growth &                            Income VIP   | 189,766,750 | 0.750% to                            $250 million0.725% next $750 million0.700% next $1.5 billion0.675% thereafter                                                                                                 | No  | The portfolio seeks long-term capital growth and                            current income.                                                                                  |
| DWS Large Cap Value                            VIP             | 287,696,699 | 0.650% to                            $250 million0.625% next $750 million0.600% next $1.5 billion0.575% next $2.5 billion0.550% next $2.5 billion0.525% next $2.5 billion0.500% next $2.5 billion0.475% thereafter | No  | The portfolio seeks to achieve a high rate of total                            return.                                                                                       |
| DWS Mid Cap Growth                            VIP              | 58,719,896  | 0.750% to                            $250 million0.720% next $750 million0.700% next $1.5 billion0.680% next $2.5 billion0.650% next $2.5 billion0.640% next $2.5 billion0.630% next $2.5 billion0.620% thereafter | Yes | The portfolio seeks long-term capital                            growth.                                                                                                     |
| DWS Moderate                            Allocation VIP         | 177,056,417 | 0.150% to                            $500 million0.140% next $500 million0.130% next $500 million0.120% next $1.0 billion0.110% thereafter                                                                         | Yes | The portfolio seeks a balance of long-term growth of                            capital and current income with an emphasis on growth of                            capital. |

 

 

| DWS Money Market                            VIP          | 358,211,990 | 0.385% to                            $500 million0.370% next $500 million0.355% next $1.0 billion0.340% thereafter                                                                                                 | Yes | The portfolio seeks maximum current income to the                            extent consistent with stability of principal. |
|----------------------------------------------------------|-------------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|-----|-----------------------------------------------------------------------------------------------------------------------------|
| DWS Small Cap Growth                            VIP      | 208,110,044 | 0.650% to                            $250 million0.625% next $750 million0.600% thereafter                                                                                                                         | Yes | The portfolio seeks maximum appreciation of                            investors’ capital.                            |
| DWS Strategic Income                            VIP      | 109,124,955 | 0.650% to                            $250 million0.620% next $750 million0.600% next $1.5 billion0.580% next $2.5 billion0.550% next $2.5 billion0.530% next $2.5 billion0.510% next $2.5 billion0.490% thereafter | No  | The portfolio seeks a high current return.                                                                                  |
| DWS Technology                            VIP            | 178,294,316 | 0.750% to                            $250 million0.720% next $750 million0.700% next $1.5 billion0.680% next $2.5 billion0.650% next $2.5 billion0.640% next $2.5 billion0.630% next $2.5 billion0.620% thereafter | No  | The portfolio seeks growth of capital.                                                                                      |
| DWS Turner Mid Cap                            Growth VIP | 143,374,748 | 0.800% to                            $250 million0.785% next $250 million0.770% next $500 million0.755% thereafter                                                                                                 | Yes | The portfolio seeks capital appreciation.                                                                                   |

 

( The investment management fees provided above are based on            the average daily net assets of a fund.

** If the fund no longer invests in the master fund, the            management fee will be 0.150%.

**EXHIBIT O**

**DWSFUNDS**

**(CHICAGOBOARD)**

 

**NOMINATINGANDGOVERNANCECOMMITTEECHARTER**

**ADOPTEDJULY** **18, 2001**

**AMENDEDJANUARY** **15, 2003**

**AMENDEDMARCH** **17, 2004**

**AMENDEDNOVEMBER** **16, 2005**

**AMENDEDFEBRUARY** **17, 2006**

| **I.** | **PURPOSE** |
|--------|-------------|

The Nominating and Governance Committee is a committee of the Board of            the Fund. Its primary function is to identify and recommend individuals for membership            on the Board and oversee the administration of the Board Governance and Procedures            Guidelines. It is also intended to serve as the Fund’s “qualified legal            compliance committee” (“QLCC”).

| **II.** | **COMPOSITION** |
|---------|-----------------|

The Nominating and Governance Committee shall be comprised of three or            more board members4 as determined by the Board, each of whom shall be an            independent board member, and free from any relationship that, in the opinion of the            Board, would interfere with the exercise of his or her independent judgment as a member            of the Nominating and Governance Committee. For purposes of the Nominating and            Governance Committee, a board member is independent if he or she is not an            “interested person” of the Fund as that term is defined in the Investment            Company Act of 1940. In addition, so long as the Nominating and Governance Committee            serves as the Fund’s QLCC, at least one member of the Nominating and Governance            Committee shall also be a member of the Fund’s Audit Committee.

The members and Chairman of the Nominating and Governance Committee            shall be elected by the Board annually and serve until their successors shall be duly            elected and qualified.

| **III.** | **MEETINGS** |
|----------|--------------|

The Nominating and Governance Committee shall meet three times annually,            or more frequently as circumstances dictate. Special meetings (including telephone            meetings) may be called by the Chairman or a majority of the members of the Nominating            and Governance Committee upon reasonable notice to the other members of the Nominating            and Governance Committee.

| **IV.** | **RESPONSIBILITIES AND DUTIES** |
|---------|---------------------------------|

To fulfill its responsibilities and duties as the Nominating and            Governance Committee, the Committee shall:

____________________

4 To the extent the Fund is organized as a Massachusetts            business trust, any references to “directors” or “board            members” shall be deemed to mean “trustees.”

|   | A. | Board Nominations and Functions |
|--------|----|---------------------------------|

|   | 1. | Identify and recommend individuals for membership on the                            Board. Candidates shall be selected based upon a thorough                            identification and evaluation process that is designed to recruit and                            retain well-qualified Board members who will enhance the Board’s                            ability to serve the interests of shareholders. In addition, the                            following factors are taken into consideration: |
|--------|----|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

|   | (a) | The Board collectively should represent a broad cross                            section of backgrounds, functional disciplines and experience to enable                            the Board to provide effective oversight of the Fund’s regulatory                            and business issues. |
|--------|-----|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

|   | (b) | Candidates should exhibit high standards of personal                            integrity, commitment to representing shareholders and independence of                            thought and judgment. |
|--------|-----|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

|   | (c) | Candidates should commit to dedicate sufficient time,                            energy and attention to ensure the diligent performance of all duties,                            including attendance at meetings of the Board and committees on which                            the Board member serves and review in advance of all meeting                            materials. |
|--------|-----|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

|   | 2. | Evaluate candidates recommended for membership on the                            Board. Recommendations for candidates may come from shareholders, from                            other directors or from the Fund’s investment manager.                            Shareholders may recommend candidates for Board positions by forwarding                            their correspondence by U.S. mail or courier service to the                            Fund’s Secretary for the attention of the Chairman of the                            Nominating and Governance Committee. Suggestions for candidates must                            include a resume of the candidate. |
|--------|----|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

|   | 3. | Retain any search firm to identify Board member                            candidates, at the expense of the Fund, if, in the Committee’s                            judgment, this is appropriate. |
|--------|----|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

|   | 4. | Periodically review the composition of the Board to                            determine whether it may be appropriate to add individuals with                            different backgrounds or skill sets from those already on the                            Board. |
|--------|----|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

|   | 5. | Review the Board Governance Procedures and Guidelines,                            annually, and recommend changes, if any, to the Board. |
|--------|----|------------------------------------------------------------------------------------------------------------------------------------------|

|   | 6. | Review annually Independent Director compensation,                            including compensation deferral programs and Fund ownership criteria,                            and recommend any appropriate changes to the Independent Directors as a                            group. |
|--------|----|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

|   | 7. | Coordinate with legal counsel to the Independent                            Directors an annual evaluation of the performance of the                            Board. |
|--------|----|------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

|   | 8. | Oversee the development and implementation by the                            Fund’s investment manager and legal counsel for the Independent                            Directors of a program for the orientation of new Independent Directors                            and ongoing education for Independent Directors. |
|--------|----|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

|   | B. | Committee Nominations and Functions |
|--------|----|-------------------------------------|

|   | 1. | Identify and recommend individuals for membership on all                            committees and review committee assignments at least                            annually. |
|--------|----|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

|   | 2. | Review as necessary the responsibilities of any                            committees of the Board, whether there is a continuing need for each                            committee, whether there is a need for additional committees of the                            Board, and whether committees should be combined or                            reorganized. |
|--------|----|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

|   | C. | Insurance |
|--------|----|-----------|

|   | 1. | At least annually, review the Fund’s fidelity bond                            for appropriateness of the type and amount of coverage as well as the                            premium. Review the terms of any joint allocation agreement. |
|--------|----|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

|   | 2. | At least annually, review the Fund’s directors and                            officers and errors and omissions insurance coverage for                            appropriateness of the type and amount of coverage as well as the                            premium. Review the terms of any joint allocation agreement. |
|--------|----|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

|   | 3. | At least annually, review other insurance policies and                            assess needs for other types of coverage. |
|--------|----|-----------------------------------------------------------------------------------------------------------------------------|

|   | D. | Proxy Voting |
|--------|----|--------------|

|   | 1. | At least annually, review the proxy voting policies and                            procedures. |
|--------|----|------------------------------------------------------------------------------------------------|

|   | 2. | Review quarterly reports regarding proxy voting                            conflicts. |
|--------|----|---------------------------------------------------------------------------------------|

|   | E. | Compliance and Legal Matters |
|--------|----|------------------------------|

|   | 1. | Review compliance with the relevant codes of ethics and                            consider any proposed changes to the codes of ethics. |
|--------|----|------------------------------------------------------------------------------------------------------------------------------------------|

|   | 2. | Review Fund governance structure for compliance with                            legal requirements. |
|--------|----|-----------------------------------------------------------------------------------------------------|

|   | 3. | Monitor the performance of legal counsel employed by the                            Fund and the Independent Directors, and be responsible for the                            supervision of counsel to the Independent Directors. |
|--------|----|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

|   | 4. | As needed, review Fund litigation matters. |
|--------|----|--------------------------------------------|

| **V.** | **Qualified Legal Compliance Committee** |
|--------|------------------------------------------|

The Nominating and Governance Committee shall serve as the Fund’s            QLCC within the meaning of the rules of the Securities and Exchange Commission codified            in Part 205 in Title 17 of the Code of Federal Regulations. To fulfill its            responsibilities and duties as the QLCC, the Nominating and Governance Committee            shall:

|   | A. | Receipt, Retention and Consideration of                            Reports |
|--------|----|----------------------------------------------------------------------------|

|   | 1. | Adopt written procedures for the confidential receipt,                            retention and consideration of any reports of evidence of a material                            violation of any federal or state securities laws, a material breach of                            a fiduciary duty arising under any federal or state laws or a similar                            material violation of any federal or state law by the Fund or any of                            its officers, trustees, employees or agents (a                            “*Report of Material                            Violation*”). |
|--------|----|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

|   | 2. | Consider, on a confidential basis, the appropriate                            treatment of a Report of Material Violation. |
|--------|----|----------------------------------------------------------------------------------------------------------------------------|

|   | B. | Investigation of Reports of Material                            Violation |
|--------|----|---------------------------------------------------------------------------|

|   | 1. | Upon receipt of a Report of Material Violation, the                            Nominating and Governance Committee shall: |
|--------|----|---------------------------------------------------------------------------------------------------------------------------|

|   | (a) | Inform the Fund’s President of the report, unless                            the Nominating and Governance Committee determines such notification                            would be futile; |
|--------|-----|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

|   | (b) | Determine whether an investigation is                            necessary. |
|--------|-----|-----------------------------------------------------------------------------|

|   | 2. | If after considering the Report of Material Violation,                            the Nominating and Governance Committee determines an investigation is                            necessary or appropriate, it shall: |
|--------|----|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

|   | (a) | Notify the full Board of the Fund; |
|--------|-----|------------------------------------|

|   | (b) | Initiate an investigation, which may be conducted by the                            Nominating and Governance Committee, by counsel, by the Fund’s                            Chief Compliance Officer or by another party authorized by the                            Nominating and Governance Committee; and |
|--------|-----|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

|   | (c) | Retain such additional experts or personnel as the                            Nominating and Governance Committee deems necessary. |
|--------|-----|------------------------------------------------------------------------------------------------------------------------------------|

|   | C. | Making Recommendations for Adoption of Appropriate                            Response |
|--------|----|----------------------------------------------------------------------------------------|

At the conclusion of any such investigation, the Nominating and            Governance Committee shall:

|   | 1. | Recommend that the Fund implement an appropriate                            response to evidence of a material violation, which may                            include: |
|--------|----|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

|   | (a) | A finding that no material violation has occurred, is                            ongoing or is about to occur; |
|--------|-----|----------------------------------------------------------------------------------------------------------------|

|   | (b) | The adoption of appropriate remedial measures, including                            appropriate steps or sanctions to stop any material violations that are                            ongoing, to prevent any material violation that has yet to occur and to                            remedy or otherwise appropriately address any material violation that                            has already occurred and to minimize the likelihood of its recurrence;                            or |
|--------|-----|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

|   | (c) | A report, after the retention or direction of counsel to                            review the reported evidence of a material violation, that either                            (i) the Fund has substantially |
|--------|-----|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

implemented any remedial recommendations made by such counsel after a            reasonable investigation and evaluation of the reported evidence or (ii) the Fund            may, consistent with a conclusion not in conflict with such counsel’s            professional obligations, assert a colorable defense on behalf of the Fund, its            officers, directors, employees or agents, in an investigation or judicial or            administrative proceeding relating to the reported evidence of a material            violation.

|   | 2. | Inform the President and the Board of the Fund of the                            results of any such investigation and the appropriate remedial measures                            to be adopted. |
|--------|----|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

|   | D. | Authority to Notify the SEC |
|--------|----|-----------------------------|

The Nominating and Governance Committee shall take all other action that            it deems appropriate, including notifying the Securities and Exchange Commission, in            the event that the Fund fails in any material respect to implement an appropriate            response that the Nominating and Governance Committee, as the QLCC, has recommended the            Fund take.

|   | E. | Reporting to the Board of the Fund |
|--------|----|------------------------------------|

The Nominating and Governance Committee shall report periodically to the            Board. This report will include a review of the Reports of Material Violation received,            the investigation conducted, conclusions reached and responses recommended by the            Nominating and Governance Committee acting as the QLCC and other matters that the            Nominating and Governance Committee acting as the QLCC deems appropriate or as            requested by the Board of the Fund.

|   | F. | Procedures |
|--------|----|------------|

The Nominating and Governance Committee acting as the QLCC may act only            by majority vote.

| **VI.** | **Other Powers and Responsibilities** |
|---------|---------------------------------------|

|   | A. | Review this Charter, annually, and recommend changes, if                            any, to the Board*.* |
|--------|----|----------------------------------------------------------------------------------------------------------|

|   | B. | Investigate any other matter brought to its attention                            within the scope of its duties, with the power to retain outside                            counsel or other experts for this purpose at the expense of the Fund,                            if, in its judgment, that is                            appropriate*.* |
|--------|----|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

|   | C. | Perform any other activities consistent with this                            Charter, the Fund’s Charter, By-Laws and governing law, as the                            Nominating and Governance Committee or the Board deems necessary or                            appropriate*.* |
|--------|----|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

|   | D. | Maintain minutes of Committee meetings, report its                            significant activities to the Board, and make such recommendations to                            the Board as the Nominating and Governance Committee deems necessary or                            appropriate*.* |
|--------|----|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

**EXHIBIT** **P**

**FORM OF INVESTMENT SUB-ADVISORY AGREEMENT**

**[To Be Provided]**

**EXHIBIT** **Q**

**INFORMATION ABOUT OTHER FUNDS SUB-ADVISED BY DEAMI**

 

| **Fund                                Name** | **Net Assets As                                of12/31/06 ($)** | **Current                                Sub-Advisory Fee Schedule** | **Has compensation                                been waived, reduced or otherwise agreed to be reduced under any                                applicable contract?** | **Current Investment                                Objective** |
|----------------------------------------------|-----------------------------------------------------------------|----------------------------------------------------------------------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------|-----------------------------------------------------------------|
|                                         |                                                            |                                                                 |                                                                                                                                                                     |                                                            |

 

**[To Be Provided]**

**EXHIBIT** **R**

**PORTFOLIO MANAGEMENT**

The following individual is expected to handle the day-to-day portfolio            management of a portion of the large cap value allocation of the DWS Balanced Fund:

***Thomas Schuessler, PhD***

Director of Deutsche Asset Management and Portfolio Manager of the            fund.

|   | **•** | Joined Deutsche Asset Management in 2001 after 5 years                            at Deutsche Bank where he managed various projects and worked in the                            office of the Chairman of the Management Board. |
|--------|------------|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

|   | **•** | US and Global Fund Management: Frankfurt |
|--------|------------|------------------------------------------|

|   | **•** | PhD, University of Heidelberg, studies in physics and                            economics at University of Heidelberg and University of                            Utah. |
|--------|------------|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

             

 

| **DWS Alternative Asset                            Allocation Plus Fund**

**DWS Balanced                            Fund**

**DWS Blue Chip                            Fund**

**DWS California                            Tax-Free Income Fund**

**DWS Core Plus                            Allocation Fund**

**DWS Disciplined                            Long/Short Growth Fund**

**DWS Disciplined                            Long/Short Value Fund**

**DWS Disciplined Market                            Neutral Fund**

**DWS Dreman                            Concentrated Value Fund**

**DWS Dreman High                            Return Equity Fund**

**DWS Dreman Mid Cap Value                            Fund**

**DWS Dreman Small Cap                            Value Fund**

**DWS High Income                            Fund**

  | **DWS Large Cap Value Fund**

**DWS LifeCompass Protect Fund**

**DWS LifeCompass Income Fund**

**DWS New York Tax-Free Income Fund**

**DWS Strategic Income Fund**

**DWS Target 2008 Fund**

**DWS Target 2010 Fund**

**DWS Target 2011 Fund**

**DWS Target 2012 Fund**

**DWS Target 2013 Fund**

**DWS Target 2014 Fund**

**DWS Technology Fund**

**DWS U.S. Government Securities Fund**

  |
|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

 

**[P.O. BOX _____]**

**[ADDRESS]**

**YOUR VOTE IS IMPORTANT!**

**VOTE TODAY BY MAIL,**

**TOUCH-TONE PHONE OR THE INTERNET**

**CALL TOLL FREE [________________] OR**

**LOG ON TO [WWW.__________________]**

**PROXY**

**SPECIAL MEETING OF SHAREHOLDERS – March [___],            2008**

The            undersigned hereby appoints John Millette, Patricia DeFilippis and Caroline Pearson,            and each of them, the proxies of the undersigned, with full power of substitution to            each of them, to vote all shares of the above-referenced fund (the “Fund”)            which the undersigned is entitled to vote at

the            Special Meeting of Shareholders of the Fund to be held at the offices of Deutsche            ______ _____________, _____________, ___________, ___________, __________ _______ on            March [___], 2008, at _:00 p.m., Eastern time, and at any adjournments or postponements            thereof. Any and all proxies heretofore given are hereby revoked.

**ALL            PROPERLY EXECUTED PROXIES WILL BE VOTED AS DIRECTED. IF NO INSTRUCTIONS ARE INDICATED            ON A PROPERLY EXECUTED PROXY, THE PROXY WILL BE VOTED, IN THE CASE OF PROPOSAL I, FOR            ELECTION OF ALL NOMINEES AND, IN THE CASE OF ALL OTHER PROPOSALS, FOR APPROVAL OF THE            PROPOSALS.**

 

|   | PLEASE SIGN                            AND RETURN PROMPTLY IN THE ENCLOSED ENVELOPE. NO POSTAGE IS                            REQUIRED.                                                                                                            |
|--------|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   | Dated                            __________________, 2008                                                                                                                                                                                          |
|   |                                                                                                                                                                                                                                               |
|   | SIGNATURE(S) OF SHAREHOLDER(S)                                ***(Sign in the                            Box)***                                                                                                               |
|   | PLEASE SIGN EXACTLY AS                            YOUR NAME OR NAMES APPEAR. WHEN SIGNING AS AN ATTORNEY, EXECUTOR,                            ADMINISTRATOR, TRUSTEE OR GUARDIAN, PLEASE GIVE YOUR FULL TITLE AS                            SUCH. |