Filed electronically with the Securities and Exchange Commission
                               on April 30, 2009

                                                              File No. 002-13628
                                                              File No. 811-00043

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

                                    FORM N-1A


             REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

                           Pre-Effective Amendment No.

                         Post-Effective Amendment No. 172                    |X|

                                     and/or

         REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940

                                 Amendment No. 122                           |X|


                              DWS INVESTMENT TRUST
                              --------------------
               (Exact Name of Registrant as Specified in Charter)

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

       Registrant's Telephone Number, including Area Code: (6l7) 295-1000
                                                           --------------

                   John Millette, Vice President and Secretary
                       One Beacon Street, Boston, MA 02108
                       -----------------------------------
                     (Name and Address of Agent for Service)


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

|__|     Immediately upon filing pursuant to paragraph (b)
|X|      On May 1, 2009 pursuant to paragraph (b)
|__|     60 days after filing pursuant to paragraph (a)(1)
|__|     On ____________________ pursuant to paragraph (a)(1)
|__|     75 days after filing pursuant to paragraph (a)(2)
|__|     On ____________________ pursuant to paragraph (a)(3) of Rule 485

         If appropriate, check the following box:
|__|     This post-effective amendment designates a new effective date for a
         previously filed post-effective amendment.




<PAGE>

                                EXPLANATORY NOTE

This  post-effective   amendment  contains  the  prospectuses  relating  to  the
following series of the registrant:

     o    DWS S&P 500 Index Fund - Classes A, B, C and S

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




                                       2
<PAGE>


 SUPPLEMENT TO THE CURRENTLY EFFECTIVE PROSPECTUSES OF EACH OF THE LISTED FUNDS:

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

                            DWS Core Plus Income Fund
                            DWS Equity 500 Index Fund
                             DWS S&P 500 Index Fund
                            DWS U.S. Bond Index Fund

The above-referenced funds will impose a 2% redemption fee on fund shares
acquired (either by purchase or exchange) prior to June 1, 2009, to the extent
such fund shares are redeemed or exchanged within 15 days of purchase.

Until June 1, 2009, the following information supplements the second paragraph
in the "Market timing policies and procedures." disclosure in the "Policies
You Should Know About" section of the Fund's Prospectuses:

Pursuant to its policies, the fund will impose a 2% redemption fee on fund
shares held for less than a specified holding period (subject to certain
exceptions discussed below under "Redemption fees").

Until June 1, 2009, the following information supplements the last sentence at
the end of the third paragraph in the "Market timing policies and procedures."
disclosure in the "Policies You Should Know About" section of the Fund's
Prospectuses:

All redemptions remain subject to the fund's redemption fee policy (see
"Redemption fees" described below).

Until June 1, 2009, the following "Redemption fees" disclosure will be
included in the "Policies You Should Know About" section of the Fund's
Prospectuses:

Redemption fees. The fund imposes a redemption fee of 2% of the total
redemption amount (calculated at net asset value) on all fund shares redeemed
or exchanged within 15 days of buying them (either by purchase or exchange).
The redemption fee is paid directly to the fund and is designed to encourage
long-term investment and to offset transaction and other costs associated with
short-term or excessive trading. For purposes of determining whether the
redemption fee applies, shares held the longest time will be treated as being
redeemed first and shares held the shortest time will be treated as being
redeemed last.

The redemption fee is applicable to fund shares purchased either directly or
through a financial intermediary, such as a broker-dealer. Transactions
through financial intermediaries typically are placed with the fund on an
omnibus basis and include both purchase and sale transactions placed on behalf
of multiple investors. These purchase and sale transactions are generally
netted against one another and placed on an aggregate basis; consequently the
identities of the individuals on whose behalf the transactions are placed
generally are not known to the fund. For this reason, the fund has undertaken
to notify financial intermediaries of their obligation to assess the
redemption fee on customer accounts and to collect and remit the proceeds to
the fund. However, due to operational requirements, the intermediaries'
methods for tracking and calculating the fee may be inadequate or differ in
some respects from the fund's.

The redemption fee will not be charged in connection with the following
exchange or redemption transactions: (i) transactions on behalf of
participants in certain research wrap programs; (ii) transactions on behalf of
a shareholder to return any excess IRA contributions to the shareholder; (iii)
transactions on behalf of a shareholder to effect a required minimum
distribution on an IRA; (iv) transactions on behalf of any mutual fund advised
by the Advisor and its affiliates (e.g., "funds of funds") or, in the case of
a master/feeder relationship, redemptions by the feeder fund from the master
portfolio; (v) transactions on behalf of certain unaffiliated mutual funds
operating as funds of funds; (vi) transactions following death or disability
of any registered shareholder, beneficial owner or grantor of a living trust
with respect to shares purchased before death or disability; (vii)
transactions involving hardship of any registered shareholder; (viii)
systematic transactions with pre-defined trade dates for purchases, exchanges
or redemptions, such as automatic account rebalancing, or loan origination and
repayments; (ix) transactions involving shares purchased through the
reinvestment of dividends or other distributions; (x) transactions involving
shares transferred from another account in



May 1, 2009                                               [DWS INVESTMENTS LOGO]
DMF-3654                                                     Deutsche Bank Group

<PAGE>

the same fund or converted from another class of the same fund (the redemption
fee period will carry over to the acquired shares); (xi) transactions initiated
by the fund or administrator (e.g., redemptions for not meeting account
minimums, to pay account fees funded by share redemptions, or in the event of
the liquidation or merger of the fund); or (xii) transactions in cases when
there are legal or contractual limitations or restrictions on the imposition of
the redemption fee (as determined by the fund or its agents in their sole
discretion). It is the policy of the DWS funds to permit approved fund platform
providers to execute transactions in shares of the funds without the imposition
of a redemption fee if such providers have implemented alternative measures that
are determined by the Advisor to provide controls on short-term and excessive
trading that are comparable to the DWS funds' policies.

Until June 1, 2009, the following disclosure will be included in the "How the
Fund Calculates Share Price" section of the Fund's Prospectuses:

The fund charges a redemption fee equal to 2.00% of the value of shares
redeemed or exchanged within 15 days of purchase. Please see "Policies about
transactions -- Redemption fees" for further information.





               Please Retain This Supplement for Future Reference


May 1, 2009
DMF-3654

<PAGE>


                                  MAY 1, 2009








                                   PROSPECTUS
                              ------------------
                               CLASSES A, B AND C

                             DWS S&P 500 INDEX FUND

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


                                     RESHAPING INVESTING. [DWS INVESTMENTS LOGO]
                                                             Deutsche Bank Group

<PAGE>

CONTENTS





<TABLE>
<S>      <C>
HOW THE FUND WORKS

  4      The Fund's Main Investment
         Strategy
  7      The Main Risks of Investing in
         the Fund
 10      The Fund's Performance
         History
 12      How Much Investors Pay
 14      Other Policies and Risks
 15      Who Manages and Oversees
         the Fund
 19      Financial Highlights


</TABLE>
<TABLE>
<S>      <C>
HOW TO INVEST IN THE FUND

 24      Choosing a Share Class
 30      How to Buy Class A, B and C
         Shares
 31      How to Exchange or Sell
         Class A, B and C Shares
 34      Policies You Should Know
         About
 45      Understanding Distributions
         and Taxes
 49      Appendix
</TABLE>


<PAGE>

HOW THE FUND WORKS

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

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

CLASSES A, B AND C shares are generally intended for investors seeking the
advice and assistance of a financial advisor.

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


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

"Standard & Poor's," "S&P," "S&P 500," "Standard & Poor's 500," and "500" are
trademarks of the McGraw-Hill Companies, Inc. and have been licensed for use by
the DWS Funds. The DWS Funds are not sponsored, endorsed, sold or promoted by
Standard & Poor's and Standard & Poor's makes no representation regarding the
advisability of investing in the Fund. For more information, please refer to
the Fund's Statement of Additional Information. For a free copy, see
instructions on back cover.

<PAGE>


<TABLE>
<S>                         <C>        <C>        <C>
                             Class A    Class B    Class C
  ticker symbol              SXPAX      SXPBX      SXPCX
    fund number              1001       1201       1301

    DWS S&P 500 INDEX FUND


</TABLE>

            THE FUND'S MAIN INVESTMENT STRATEGY


            The fund is a feeder fund that invests substantially all of its
            assets in a "master portfolio," the DWS Equity 500 Index Portfolio
            (the "Portfolio"). References to the fund may refer to actions
            undertaken by the Portfolio. 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 & Poor's 500 Composite Stock Price Index (S&P 500
            Index).

            The fund invests for capital appreciation, not income; any dividend
            and interest income is incidental to the pursuit of its objective.
            While we give priority to replicating the S&P 500 Index's
            performance (before expenses), we cannot offer any assurance of
            achieving this objective.

            The S&P 500 INDEX is a well-known stock market index that includes
            common stocks of 500 companies from several industrial sectors
            representing a significant portion of the market value of all
            stocks publicly traded in the United States. Stocks in the S&P 500
            Index are weighted according to their market capitalization (the
            number of shares outstanding multiplied by the stock's current
            price).

            INDEX INVESTING VERSUS ACTIVE MANAGEMENT. Active management
            involves the portfolio management team buying and selling
            securities based on research and analysis. Unlike a fund that is
            actively managed, an index fund tries to replicate, as closely as
            possible, the performance of a target index by holding either all,
            or a representative sample, of the securities in the index.
            Indexing appeals to many investors for the following reasons:

            -  indexing provides simplicity because it is a straightforward
               market-replicating strategy;

            -  index funds generally provide diversification by investing in a
               wide variety of companies and industries;

4 | DWS S&P 500 Index Fund
<PAGE>

            -  an index fund's investments are generally predictable in that
               the fund's investments are expected to replicate the target
               index;

            -  index funds tend to have lower costs because they do not have
               many of the expenses of actively managed funds, such as
               research. Also, index funds usually have relatively low trading
               activity and therefore brokerage commissions tend to be lower;
               and

            -  index funds generally realize low capital gains as compared with
               actively managed funds.

            STRATEGY. The fund and the Portfolio have the same investment
            objective. The fund, through the Portfolio, will pursue its
            objective by investing primarily in the securities of the companies
            included in the S&P 500 Index and derivative instruments, such as
            futures contracts and options, that provide exposure to the stocks
            of companies in the S&P 500 Index. Futures contracts and options
            are used as a low-cost method of gaining exposure to a particular
            market without investing directly in those securities. The
            portfolio management team uses quantitative analysis techniques to
            structure the Portfolio to obtain a high correlation to the S&P 500
            Index, while seeking to keep the Portfolio as fully invested as
            possible in all market environments. To attempt to replicate the
            risk and return characteristics of the S&P 500 Index as closely as
            possible, the Portfolio invests in a statistically selected sample
            of the securities found in the S&P 500 Index, using a process known
            as "optimization." This process is intended to select stocks for
            the Portfolio so that industry weightings, market capitalizations
            and fundamental characteristics (price-to-book ratios,
            price-to-earnings ratios, debt-to-asset ratios and dividend
            yields), closely replicate those of the securities in the S&P 500
            Index. Over the long term, we seek a correlation between the
            performance of the fund, before expenses, and that of the S&P 500
            Index of 98% or better. A figure of 100% would indicate perfect
            correlation.

            PRINCIPAL INVESTMENTS. Under normal circumstances, the Portfolio
            intends to invest at least 80% of its assets, determined at the
            time of purchase, in stocks of companies included in the S&P 500
            Index and in derivative instruments, such as futures contracts and
            options, that provide exposure


                                                     DWS S&P 500 Index Fund  | 5
<PAGE>

            to the stocks of companies in the S&P 500 Index. The Portfolio's
            securities are weighted to attempt to make the Portfolio's total
            investment characteristics similar to those of the S&P 500 Index as
            a whole.

            We may exclude or remove any stock from the Portfolio if we believe
            that the stock is illiquid or that the merit of the investment has
            been impaired by financial conditions or other extraordinary
            events. At times, the portfolio management team may purchase a
            stock not included in the S&P 500 Index when it is believed to be a
            cost-efficient way of approximating the S&P 500 Index's
            performance, for example, in anticipation of a stock being added to
            the S&P 500 Index. The Portfolio may hold assets in short-term debt
            securities or money market instruments for liquidity purposes.

            INVESTMENT PROCESS. In an effort to run an efficient and effective
            strategy, the Portfolio uses the process of "optimization," a
            statistical sampling technique. First, the Portfolio buys the
            stocks that make up the larger portions of the S&P 500 Index's
            value in roughly the same proportion as the S&P 500 Index. Second,
            smaller stocks are analyzed and selected based on liquidity. In
            selecting smaller stocks, the portfolio management team tries to
            replicate the industry and risk characteristics of all of the
            smaller companies in the S&P 500 Index without buying all of those
            stocks. This approach attempts to maximize the Portfolio's
            liquidity and returns while minimizing its costs.


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


            INFORMATION REGARDING THE INDEX. The fund is not sponsored,
            endorsed, sold or promoted by the Standard & Poor's Division of The
            McGraw-Hill Companies, Inc. ("S&P"). S&P makes no representation or
            warranty, express or implied, to the owners of the fund or any
            member of the public regarding the advisability of investing in
            securities generally or in the fund particularly or the ability of
            the S&P 500 Index to track general stock market performance. S&P's
            only relationship to the fund is the licensing of certain
            trademarks and trade names of S&P and of the S&P 500 Index, which
            is determined, composed and calculated by S&P without regard to the
            fund.


6 | DWS S&P 500 Index Fund
<PAGE>

            S&P has no obligation to take the needs of the fund or the owners
            of the fund into consideration in determining, composing or
            calculating the S&P 500 Index. S&P is not responsible for and has
            not participated in the determination of the timing, prices, or
            quantities of the fund to be issued or in the determination or
            calculation of the equation by which shares of the fund are
            redeemable for cash. S&P has no obligation or liability in
            connection with the administration, marketing or trading of the
            fund.

            S&P does not guarantee the accuracy and/or the completeness of the
            S&P 500 Index or any data included therein and S&P shall have no
            liability for any errors, omissions or interruptions therein. S&P
            makes no warranty, express or implied, as to results to be obtained
            by the fund, owners of the fund, or any other person or entity from
            the use of the S&P 500 Index or any data included therein. S&P
            makes no express or implied warranties, and expressly disclaims all
            warranties of merchantability or fitness for a particular purpose
            or use with respect to the S&P 500 Index or any data included
            therein. Without limiting any of the foregoing, in no event shall
            S&P have any liability for any special, punitive, indirect or
            consequential damages (including lost profits), even if notified of
            the possibility of such damages.


            THE MAIN RISKS OF INVESTING IN THE FUND

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

            The fund is exposed to the risk factors below even though the
            Portfolio, not the fund, invests directly in the individual
            securities. (See also "Secondary Risks.")

            STOCK MARKET RISK. The fund is affected by how the stock market
            performs. To the extent the fund invests in a particular
            capitalization or market sector, the fund's performance may be
            proportionately affected by that segment's general performance.
            When stock prices fall, you should expect the value of your
            investment to fall as well. Because a stock represents ownership in
            its issuer, stock prices can be hurt by poor management, shrinking
            product demand and other business risks. These factors may affect
            single companies as well as groups of companies. In addition,
            movements in financial markets may adversely affect a stock's
            price,





THE FOLLOWING SIDEBAR TEXT APPEARS NEXT TO THE PRECEDING PARAGRAPHS

This fund is designed for investors interested in capital appreciation over the
long term and investment returns that track the performance of the S&P 500
Index.









                                                     DWS S&P 500 Index Fund  | 7
<PAGE>

            regardless of how well the company performs. The market as a whole
            may not favor the types of investments the fund makes, which could
            affect the fund's ability to sell them at an attractive price.

            TRACKING ERROR RISK. There are several reasons that the fund's
            performance may not replicate the S&P 500 Index exactly:

            -  Unlike the S&P 500 Index, the fund incurs fees and
               administrative expenses and transaction costs in trading stocks.

            -  The composition of the S&P 500 Index and the stocks held by the
               fund may occasionally diverge.

            -  The timing and magnitude of cash inflows from investors buying
               shares could create balances of uninvested cash. Conversely, the
               timing and magnitude of cash outflows to investors selling
               shares could require ready reserves of uninvested cash. Either
               situation would likely cause the fund's performance to deviate
               from that of the "fully invested" S&P 500 Index which does not
               include a cash component.

            INDEX FUND RISK. Because the fund invests at least 80% of its
            assets in the stocks of companies included in the S&P 500 Index and
            in related derivative instruments that provide exposure to the
            stocks of companies in the S&P 500 Index, it cannot alter its
            investment strategy in response to fluctuations in the market
            segment represented by the Index.

            FUTURES AND OPTIONS RISK. The fund may invest, to a limited extent,
            in securities index futures or options, which are types of
            derivatives. The fund will not use these derivatives for
            speculative purposes. Rather, the fund invests in derivatives to
            keep cash on hand to meet shareholder redemptions or other needs
            while maintaining exposure to the stock market. Risks associated
            with derivatives include: the risk that the derivative is not well
            correlated with the security, index or currency to which it
            relates; the risk that derivatives used for risk management may not
            have the intended effects and may result in losses or missed
            opportunities; the risk that the fund will be unable to sell the
            derivative because of an illiquid secondary market; the risk that a
            counterparty is unwilling or unable to meet its obligation; the
            risk of interest rate


8 | DWS S&P 500 Index Fund
<PAGE>


            movements; and the risk that the derivatives transaction could
            expose the fund to the effects of leverage, which could increase
            the fund's exposure to the market and magnify potential losses.


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


                                                     DWS S&P 500 Index Fund  | 9
<PAGE>

THE FUND'S PERFORMANCE HISTORY

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


The bar chart shows how the performance of the fund's Class A shares has varied
from year to year, which may give some idea of risk. The bar chart does not
reflect sales loads; if it did, total returns would be lower than those shown.
The table on the following page shows how fund performance compares to relevant
index performance (which, unlike fund performance, does not reflect fees or
expenses). The table includes the effects of maximum sales loads on fund
performance. The performance of the fund and the index information varies over
time. All figures assume reinvestment of dividends and distributions (in the
case of after-tax returns, reinvested net of assumed tax rates).

The table shows returns for Class A shares on a before-tax and after-tax basis.
After-tax returns are shown for Class A only and will vary for Classes B and C.
After-tax returns are estimates calculated using the historical highest
marginal individual federal income tax rates and do not reflect the impact of
state and local taxes. Actual after-tax returns depend on an investor's tax
situation and may differ from those shown in the table. After-tax returns shown
are not relevant for investors who hold their shares through tax-deferred
arrangements, such as 401(k) plans or individual retirement accounts.


The inception date for Class A, B and C shares is February 18, 2005. In the bar
chart, the performance figures for Class A before that date are based on the
historical performance of the fund's original share class (Class S), adjusted
to reflect the higher gross total annual operating expenses of Class A.

In the table, the performance figures for each share class prior to its
inception are based on the historical performance of Class S, adjusted to
reflect both the higher gross total annual operating expenses of Class A, B or
C and the current applicable sales charges of Classes A, B and C. Class S
shares are offered in a different prospectus.

DWS S&P 500 Index Fund

ANNUAL TOTAL RETURN (%) AS OF 12/31 EACH YEAR - CLASS A (Results do not reflect
sales loads; if they did, total returns would be lower than those shown.)

[BAR GRAPHIC OMITTED HERE]

[BAR GRAPHIC DATA]


<TABLE>
<S>        <C>        <C>         <C>         <C>        <C>        <C>       <C>        <C>       <C>
20.13       -9.68      -12.50      -22.48     27.78      10.15       4.33     14.91      4.90      -37.45
1999       2000        2001        2002       2003       2004       2005      2006       2007      2008
</TABLE>







<TABLE>
<CAPTION>
2009 TOTAL RETURN AS OF MARCH 31: -11.06%
<S>                                        <C>
For the periods included in the bar chart:
BEST QUARTER: 15.17%, Q2 2003              WORST QUARTER: -22.05%, Q4 2008
</TABLE>




10 | DWS S&P 500 Index Fund
<PAGE>


AVERAGE ANNUAL TOTAL RETURNS (%) as of 12/31/2008 (Fund returns include the
effects of maximum sales load.)




<TABLE>
<CAPTION>
                                               1 YEAR       5 YEARS      10 YEARS
<S>                                         <C>            <C>          <C>
 CLASS A
   Return before Taxes                         -40.26        -3.72        -2.48
   Return after Taxes on Distributions         -40.42        -3.93        -2.76
   Return after Taxes on Distributions
   and Sale of Fund Shares                     -27.55*       -3.29*       -2.25*
 CLASS B (Return before taxes)                 -39.74        -3.73        -2.76
 CLASS C (Return before taxes)                 -37.90        -3.54        -2.75
 STANDARD & POOR'S (S&P) 500 INDEX
 (reflects no deductions for fees,
 expenses or taxes)                            -37.00        -2.19        -1.38
</TABLE>



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


*    Return after Taxes on Distributions and Sale of Fund Shares is higher than
     other return figures for the same period due to capital losses occurring
     upon redemption resulting in an assumed tax deduction for shareholders.


 STANDARD & POOR'S 500 INDEX (S&P 500) is an unmanaged, capitalization-weighted
 index of 500 stocks. The index is designed to measure performance of the broad
 domestic economy through changes in the aggregate market value of 500 stocks
 representing all major industries.


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

Current performance may be higher or lower than the performance data quoted
above. For more recent performance information, call your financial advisor or
(800) 621-1048 or visit our Web site at www.dws-investments.com.



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

Return information assumes that fund shares were sold at the end of the period.


RETURN AFTER TAXES ON DISTRIBUTIONS reflects taxes only on the fund's
distributions and not on a shareholder's gain or loss from selling fund shares.


RETURN AFTER TAXES ON DISTRIBUTIONS AND SALE OF FUND SHARES reflects taxes on
both the fund's distributions and a shareholder's gain or loss from selling
fund shares.



                                                    DWS S&P 500 Index Fund  | 11
<PAGE>

HOW MUCH INVESTORS PAY

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



<TABLE>
<CAPTION>
FEE TABLE                                        CLASS A         CLASS B       CLASS C
<S>                                         <C>                 <C>          <C>
 SHAREHOLDER FEES, paid directly from your investment
___________________________________________________________________________________________
 Maximum Sales Charge (Load) Imposed
 on Purchases (as % of offering price)             4.50% 1        None          None
 Maximum Contingent Deferred Sales
 Charge (Load) (as % of redemption
 proceeds)                                        None 2           4.00%         1.00%

 ANNUAL OPERATING EXPENSES, deducted from fund assets 3
___________________________________________________________________________________________
 Management Fee                                   0.05%            0.05%         0.05%
 Distribution/Service (12b-1) Fee                 0.22             0.99          1.00
 Other Expenses 4                                 0.44             0.48          0.41
 TOTAL ANNUAL OPERATING EXPENSES 5,6,7            0.71             1.52          1.46
________________________________________         _________        _____         _____
</TABLE>



1    Because of rounding in the calculation of the offering price, the actual
     maximum front-end sales charge paid by an investor may be higher than the
     percentage noted (see "Choosing a Share Class - Class A shares").

2    The redemption of shares purchased at net asset value under the Large Order
     NAV Purchase Privilege (see "Choosing a Share Class - Class A shares") may
     be subject to a contingent deferred sales charge of 1.00% if redeemed
     within 12 months of purchase and 0.50% if redeemed within the following six
     months.


3    Annual operating expenses reflect the expenses of both the fund and the
     Portfolio. A further discussion of the relationship between the fund and
     the Portfolio appears in the "Organizational Structure" section of this
     prospectus.

4    "Other Expenses" include an administrative services fee paid to the Advisor
     in the amount of 0.10% of average daily net assets from the fund and 0.03%
     of average daily net assets from the Portfolio.

5    Through September 30, 2009, the Advisor has contractually agreed to waive
     all or a portion of its fees and reimburse or pay certain operating
     expenses of the fund, including expenses allocated from the Portfolio, to
     the extent necessary to maintain the fund's total operating expenses at
     0.62% for Class A shares and 1.37% for both Class B and C shares,
     respectively, excluding certain expenses such as extraordinary expenses,
     taxes, brokerage and interest.



6    From October 1, 2009 to April 30, 2010, the Advisor has contractually
     agreed to waive all or a portion of its fees and reimburse or pay certain
     operating expenses of the fund, including expenses allocated from the
     Portfolio, to the extent necessary to maintain the fund's total operating
     expenses at ratios no higher than 0.77% for Class A shares and 1.52% for
     both Class B and C shares, respectively, excluding certain expenses such as
     extraordinary expenses, taxes, brokerage and interest.


12 | DWS S&P 500 Index Fund
<PAGE>


7    Except as otherwise noted, the information in the table is based on amounts
     incurred during the fund's most recent fiscal year. It is important for
     investors to understand that a decline in the fund's average net assets
     during the current fiscal year due to recent unprecedented market
     volatility or other factors could cause the fund's expense ratios for the
     fund's current fiscal year to be higher than the expense information
     presented. Based on asset levels as of December 31, 2008, the gross
     annualized expense ratio of Class A, Class B and Class C shares are
     estimated at 0.76%, 1,59% and 1.52%, respectively. For more current expense
     information, see "Financial Highlights" in the fund's future annual or
     semi-annual reports.


The information contained above and the example below reflect the aggregate
expenses for both the fund and the Portfolio.


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




<TABLE>
<CAPTION>
EXAMPLE                1 YEAR      3 YEARS      5 YEARS      10 YEARS
<S>                   <C>         <C>          <C>          <C>
 EXPENSES, ASSUMING YOU SOLD YOUR SHARES AT THE END OF EACH PERIOD.
_________________________________________________________________________
 Class A shares         $519         $667       $  827       $1,293
 Class B shares*         555          780        1,029        1,392
 Class C shares          249          462          797        1,746
 EXPENSES, ASSUMING YOU KEPT YOUR SHARES.
_________________________________________________________________________
 Class A shares         $519         $667       $  827       $1,293
 Class B shares*         155          480          829        1,392
 Class C shares          149          462          797        1,746
</TABLE>



*    Reflects conversion of Class B to Class A shares, which pay lower fees.
     Conversion occurs six years after purchase.

                                                    DWS S&P 500 Index Fund  | 13
<PAGE>

OTHER POLICIES AND RISKS

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

           -  Although major changes tend to be infrequent, the fund's Board
              could change the fund's investment objective without seeking
              shareholder approval. In addition, the Board will provide
              shareholders with at least 60 days' notice prior to making any
              changes to the portfolio's 80% investment policy as described
              herein.


           -  Certain DWS funds-of-funds are permitted to invest in the fund.
              As a result, the fund may have large inflows or outflows of cash
              from time to time. This could have adverse effects on the fund's
              performance if the fund were required to sell securities or
              invest cash at times when it otherwise would not do so. This
              activity could also accelerate the realization of capital gains
              and increase the fund's transaction costs. The Advisor will
              monitor the impact of these transactions and the fund may
              discontinue such arrangements if they are not deemed to be in the
              best interests of the fund.



           For more information

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

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


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


           A complete list of the fund's portfolio holdings as of the month-end
           (in the case of a fund that is a "feeder" fund, the list of
           portfolio holdings will reflect, to the extent applicable, holdings
           of the relevant master portfolio) is posted on www.dws-
           investments.com on or about the 15th day of the following month.
           More frequent posting of portfolio holdings information may be made

           from time to time on www.dws-investments.com. The posted portfolio
           holdings information is available by fund and generally remains
           accessible at least until the date on which the fund files its Form
           N-CSR or N-Q with the Securities and Exchange Commission for the
           period that



14 | Other Policies and Risks
<PAGE>


           includes the date as of which the posted information is current. The
           fund's Statement of Additional Information includes a description of
           the fund's policies and procedures with respect to the disclosure of
           the fund's portfolio holdings.



WHO MANAGES AND OVERSEES THE FUND


           The investment advisor

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


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


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

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


                                         Who Manages and Oversees the Fund  | 15
<PAGE>

           MANAGEMENT FEE. The Advisor receives a management fee from the
           Portfolio. Pursuant to the master/feeder structure noted earlier in
           this prospectus, for the most recent fiscal year, the Portfolio paid
           0.01% as a percentage of average daily net assets.


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

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


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


16 | Who Manages and Oversees the Fund
<PAGE>

           Subadvisor for the Portfolio


           Northern Trust Investments, N.A. ("NTI"), the subadvisor for the
           Portfolio, is located at 50 South LaSalle Street, Chicago, IL 60603.
           NTI is an investment adviser registered under the Investment
           Advisers Act of 1940, as amended. It primarily manages assets for
           defined contribution and benefit plans, investment companies and
           other institutional investors. NTI is a subsidiary of The Northern
           Trust Company ("TNTC"). TNTC is an Illinois state chartered banking
           organization and a member of the Federal Reserve System. Formed in
           1889, TNTC administers and manages assets for individuals, personal
           trusts, defined contribution and benefit plans and other
           institutional and corporate clients. TNTC is the principal
           subsidiary of Northern Trust Corporation, a company that is
           regulated by the Board of Governors of the Federal Reserve System as
           a financial holding company under the U.S. Bank Holding Company Act
           of 1956, as amended. Northern Trust Corporation, through its
           subsidiaries, has for more than 100 years managed the assets of
           individuals, charitable organizations, foundations and large
           corporate investors. As of December 31, 2008, NTI and its affiliates
           had assets under custody of $3.0 trillion, and assets under
           investment management of $558.8 billion.



                                         Who Manages and Oversees the Fund  | 17
<PAGE>

Portfolio management

The following person handles the day-to-day management of the Portfolio and the
fund.

DWS S&P 500 INDEX FUND

Brent Reeder is a Senior Vice President at NTI. Mr. Reeder has had
responsibility for the Portfolio since May 2007. Mr. Reeder joined NTI in 1993.
For the past five years, he has managed quantitative equity portfolios.

The fund's Statement of Additional Information provides additional information
about a portfolio manager's investments in the fund, a description of the
portfolio management compensation structure and information regarding other
accounts managed.


18 | Who Manages and Oversees the Fund
<PAGE>

FINANCIAL HIGHLIGHTS

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


                                                      Financial Highlights  | 19
<PAGE>

DWS S&P 500 Index Fund - Class A




<TABLE>
<CAPTION>
YEARS ENDED DECEMBER 31,                              2008           2007           2006           2005A
<S>                                              <C>            <C>            <C>            <C>
SELECTED PER SHARE DATA
------------------------------------------------------------------------------          -              -
NET ASSET VALUE, BEGINNING OF PERIOD               $  19.45       $  18.78       $  16.56       $  15.96
------------------------------------------------   --------       --------       --------       --------
Income (loss) from investment
operations:
  Net investment income (loss)b                         .28            .26            .22            .18
________________________________________________   ________       ________       ________       ________
  Net realized and unrealized gain (loss)            ( 7.51)           .66           2.23            .61
------------------------------------------------   --------       --------       --------       --------
  TOTAL FROM INVESTMENT OPERATIONS                   ( 7.23)           .92           2.45            .79
________________________________________________   ________       ________       ________       ________
Less distributions from:
  Net investment income                              (  .26)        (  .25)        (  .23)        (  .19)
________________________________________________   ________       ________       ________       ________
Redemption fees                                         .00***         .00***         .00***         .00***
------------------------------------------------   --------       --------       --------       --------
NET ASSET VALUE, END OF PERIOD                     $  11.96       $  19.45       $  18.78       $  16.56
------------------------------------------------   --------       --------       --------       --------
Total Return (%)c,d                                  (37.45)          4.90          14.91           5.02**
------------------------------------------------   --------       --------       --------       --------
RATIOS TO AVERAGE NET ASSETS AND SUPPLEMENTAL DATA
------------------------------------------------------------------------------   --------       --------
Net assets, end of period ($ millions)                   72             95             85             73
________________________________________________   ________       ________       ________       ________
Ratio of expenses before expense
reductions, including expenses allocated
from DWS Equity 500 Index
Portfolio (%)                                           .71            .72            .85            .77*
________________________________________________   ________       ________       ________       ________
Ratio of expenses after expense
reductions, including expenses allocated
from DWS Equity 500 Index
Portfolio (%)                                           .65            .64            .70            .66*
________________________________________________   ________       ________       ________       ________
Ratio of net investment income
(loss) (%)                                             1.69           1.33           1.25           1.27*
------------------------------------------------   --------       --------       --------       --------
DWS Equity 500 Index Portfolio turnover
rate (%)                                                  6              5              4              9
------------------------------------------------   --------       --------       --------       --------
</TABLE>



a    For the period from February 18, 2005 (commencement of operations of Class
     A shares) to December 31, 2005.

b    Based on average shares outstanding during the period.

c    Total return does not reflect the effect of any sales charges.

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

*    Annualized

**   Not annualized

***  Amount is less than $.005.

20 | Financial Highlights
<PAGE>

DWS S&P 500 Index Fund - Class B



<TABLE>
<CAPTION>
YEARS ENDED DECEMBER 31,                              2008           2007           2006           2005a
<S>                                              <C>            <C>            <C>            <C>
SELECTED PER SHARE DATA
--------------------------------------------------------------------------------------------------------
NET ASSET VALUE, BEGINNING OF PERIOD               $  19.41       $  18.74       $  16.52       $  15.96
------------------------------------------------   --------       --------       --------       --------
Income (loss) from investment
operations:
  Net investment income (loss)b                         .15            .11            .09            .07
________________________________________________   ________       ________       ________       ________
  Net realized and unrealized gain (loss)            ( 7.48)           .66           2.23            .62
------------------------------------------------   --------       --------       --------       --------
  TOTAL FROM INVESTMENT OPERATIONS                   ( 7.33)           .77           2.32            .69
________________________________________________   ________       ________       ________       ________
Less distributions from:
  Net investment income                              (  .14)        (  .10)        (  .10)        (  .13)
________________________________________________   ________       ________       ________       ________
Redemption fees                                         .00***         .00***         .00***         .00***
------------------------------------------------   --------       --------       --------       --------
NET ASSET VALUE, END OF PERIOD                     $  11.94       $  19.41       $  18.74       $  16.52
------------------------------------------------   --------       --------       --------       --------
Total Return (%)c,d                                  (37.90)          4.11          14.08           4.35**
------------------------------------------------   --------       --------       --------       --------
RATIOS TO AVERAGE NET ASSETS AND SUPPLEMENTAL DATA
------------------------------------------------------------------------------   --------       --------
Net assets, end of period ($ millions)                    2              3              3              3
________________________________________________   ________       ________       ________       ________
Ratio of expenses before expense
reductions, including expenses allocated
from DWS Equity 500 Index
Portfolio (%)                                          1.52           1.54           1.71           1.66*
________________________________________________   ________       ________       ________       ________
Ratio of expenses after expense
reductions, including expenses allocated
from DWS Equity 500 Index
Portfolio (%)                                          1.42           1.40           1.45           1.41*
________________________________________________   ________       ________       ________       ________
Ratio of net investment income
(loss) (%)                                              .93            .57            .50            .51*
------------------------------------------------   --------       --------       --------       --------
DWS Equity 500 Index Portfolio turnover
rate (%)                                                  6              5              4              9
------------------------------------------------   --------       --------       --------       --------
</TABLE>



a    For the period from February 18, 2005 (commencement of operations of Class
     B shares) to December 31, 2005.

b    Based on average shares outstanding during the period.

c    Total return does not reflect the effect of any sales charges.

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

*    Annualized

**   Not annualized

***   Amount is less than $.005.

                                                      Financial Highlights  | 21
<PAGE>

DWS S&P 500 Index Fund - Class C



<TABLE>
<CAPTION>
YEARS ENDED DECEMBER 31,                              2008           2007           2006           2005a
<S>                                              <C>            <C>            <C>            <C>
SELECTED PER SHARE DATA
--------------------------------------------------------------------------------------------------------
NET ASSET VALUE, BEGINNING OF PERIOD               $  19.41       $  18.74       $  16.52       $  15.96
------------------------------------------------   --------       --------       --------       --------
Income (loss) from investment
operations:
  Net investment income (loss)b                         .16            .11            .09            .07
________________________________________________   ________       ________       ________       ________
  Net realized and unrealized gain (loss)            ( 7.49)           .66           2.23            .62
------------------------------------------------   --------       --------       --------       --------
  TOTAL FROM INVESTMENT OPERATIONS                   ( 7.33)           .77           2.32            .69
________________________________________________   ________       ________       ________       ________
Less distributions from:
  Net investment income                              (  .14)        (  .10)        (  .10)        (  .13)
________________________________________________   ________       ________       ________       ________
Redemption fees                                         .00***         .00***         .00***         .00***
------------------------------------------------   --------       --------       --------       --------
NET ASSET VALUE, END OF PERIOD                     $  11.94       $  19.41       $  18.74       $  16.52
------------------------------------------------   --------       --------       --------       --------
Total Return (%)c,d                                  (37.90)          4.11          14.10           4.36**
------------------------------------------------   --------       --------       --------       --------
RATIOS TO AVERAGE NET ASSETS AND SUPPLEMENTAL DATA
------------------------------------------------------------------------------   --------       --------
Net assets, end of period ($ millions)                    5              7              5              4
________________________________________________   ________       ________       ________       ________
Ratio of expenses before expense
reductions, including expenses allocated
from DWS Equity 500 Index
Portfolio (%)                                          1.46           1.50           1.55           1.53*
________________________________________________   ________       ________       ________       ________
Ratio of expenses after expense
reductions, including expenses allocated
from DWS Equity 500 Index
Portfolio (%)                                          1.41           1.40           1.45           1.40*
________________________________________________   ________       ________       ________       ________
Ratio of net investment income
(loss) (%)                                              .93            .56            .50            .52*
------------------------------------------------   --------       --------       --------       --------
DWS Equity 500 Index Portfolio turnover
rate (%)                                                  6              5              4              9
------------------------------------------------   --------       --------       --------       --------
</TABLE>



a    For the period from February 18, 2005 (commencement of operations of Class
     C shares) to December 31, 2005.

b   Based on average shares outstanding during the period.

c   Total return does not reflect the effect of any sales charges.

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

*   Annualized

**   Not annualized

***   Amount is less than $.005.

22 | Financial Highlights
<PAGE>

HOW TO INVEST IN THE FUND


This prospectus offers the share classes noted on the front cover. Each class
has its own fees and expenses, offering you a choice of cost structures. The
fund offers other classes of shares in a separate prospectus. These shares are
intended for investors seeking the advice and assistance of a financial
advisor, who will typically receive compensation for those services.


THE FOLLOWING PAGES TELL YOU HOW TO INVEST IN THE FUND AND WHAT TO EXPECT AS A
SHAREHOLDER. The following pages also tell you about many of the services,
choices and benefits of being a shareholder. You'll also find information on
how to check the status of your account using the method that's most convenient
for you.


If you're investing directly with DWS Investments, all of this information
applies to you. If you're investing through a "third party provider" - for
example, a workplace retirement plan, financial supermarket or financial
advisor - your provider may have its own policies or instructions and you
should follow those.


You can find out more about the topics covered here by speaking with your
FINANCIAL ADVISOR OR A REPRESENTATIVE OF YOUR WORKPLACE RETIREMENT PLAN OR
OTHER INVESTMENT PROVIDER.

Before you invest, take a moment to look over the characteristics of each share
class, so that you can be sure to choose the class that's right for you. YOU
MAY WANT TO ASK YOUR FINANCIAL ADVISOR TO HELP YOU WITH THIS DECISION.
<PAGE>

CHOOSING A SHARE CLASS


We describe each share class in detail on the following pages. But first, you
may want to look at the table below, which gives you a brief description and
comparison of the main features of each class. You should consult with your
financial advisor to determine which class of shares is appropriate for you.




<TABLE>
<CAPTION>
 CLASSES AND FEATURES                         POINTS TO HELP YOU COMPARE
<S>                                          <C>

 CLASS A

 -  Sales charge of up to 4.50% charged     -  Some investors may be able to reduce
    when you buy shares                        or eliminate their sales charge; see
                                               "Class A shares"
 -  In most cases, no charge when you       -  Total annual expenses are lower than
    sell shares                                those for Class B or Class C
 -  Up to 0.25% annual shareholder          -  Distributions are generally higher than
    servicing fee                              Class B or Class C

 CLASS B
 -  No sales charge when you buy shares       -  The deferred sales charge rate falls to
                                                 zero after six years
 -  Deferred sales charge declining from
    4.00%, charged when you sell shares       -  Shares automatically convert to
    you bought within the last six years         Class A after six years, which means
                                                 lower annual expenses going forward
 -  0.75% annual distribution fee and up
    to 0.25% annual shareholder servicing     -  Distributions are generally lower than
    fee                                          Class A

 CLASS C
 -  No sales charge when you buy shares       -  The first year deferred sales charge
                                                 rate is lower for Class C shares than
 -  Deferred sales charge of 1.00%,              Class B shares, but your shares never
    charged when you sell shares you             automatically convert to Class A, so
    bought within the last year                  annual expenses remain higher than
 -  0.75% annual distribution fee and up         Class A
    to 0.25% annual shareholder servicing     -  Distributions are generally lower than
    fee                                          Class A
</TABLE>



Your financial advisor will typically be paid a fee when you buy shares and may
receive different levels of compensation depending upon which class of shares
you buy. The fund may pay financial advisors or other intermediaries
compensation for the services they provide to their clients. This compensation
may vary depending on the share class and fund you buy. Your financial advisor
may also receive compensation from the Advisor and/or its affiliates. Please
see "Financial intermediary support payments" for more information.



24 | Choosing a Share Class
<PAGE>

           Class A shares

           Class A shares may make sense for long-term investors, especially
           those who are eligible for a reduced or eliminated sales charge.

           Class A shares have a 12b-1 plan, under which a shareholder
           servicing fee of up to 0.25% is deducted from class assets each
           year. Because the shareholder servicing fee is continuous in nature,
           it may, over time, increase the cost of your investment and may cost
           you more than paying other types of sales charges.

           Class A shares have an up-front sales charge that varies with the
           amount you invest:


<TABLE>
<CAPTION>
                              FRONT-END SALES           FRONT-END SALES
                               CHARGE AS A %         CHARGE AS A % OF YOUR
YOUR INVESTMENT            OF OFFERING PRICE 1,2         NET INVESTMENT 2
<S>                       <C>                       <C>
  Up to $100,000          4.50%                     4.71%
$  100,000-$249,999       3.50                      3.63
$  250,000-$499,999       2.60                      2.67
$  500,000-$999,999       2.00                      2.04
  $1 million or more            see below                 see below
</TABLE>


           1   The offering price includes the sales charge.

           2   Because of rounding in the calculation of the offering price,
               the actual front-end sales charge paid by an investor may be
               higher or lower than the percentages noted.


           YOU MAY BE ABLE TO LOWER YOUR CLASS A SALES CHARGE IF:


           -  you indicate your intent in writing to invest at least $100,000
              in Class A shares (including Class A shares in other retail DWS
              funds) over the next 24 months ("Letter of Intent")


           -  the amount of Class A shares you already own (including Class A
              shares in other retail DWS funds) plus the amount you're
              investing now in Class A shares is at least $100,000 ("Cumulative
              Discount")

           -  you are investing a total of $100,000 or more in Class A shares
              of several retail DWS funds on the same day ("Combined
              Purchases")

                                                    Choosing a Share Class  | 25
<PAGE>

           The point of these three features is to let you count investments
           made at other times or in certain other funds for purposes of
           calculating your present sales charge. Any time you can use the
           privileges to "move" your investment into a lower sales charge
           category, it's generally beneficial for you to do so.

           For purposes of determining whether you are eligible for a reduced
           Class A sales charge, you and your immediate family (your spouse or
           life partner and your children or stepchildren age 21 or younger)
           may aggregate your investments in the DWS family of funds. This
           includes, for example, investments held in a retirement account, an
           employee benefit plan or at a financial advisor other than the one
           handling your current purchase. These combined investments will be
           valued at their current offering price to determine whether your
           current investment qualifies for a reduced sales charge.

           To receive a reduction in your Class A initial sales charge, you
           must let your financial advisor or Shareholder Services know at the
           time you purchase shares that you qualify for such a reduction. You
           may be asked by your financial advisor or Shareholder Services to
           provide account statements or other information regarding related
           accounts of you or your immediate family in order to verify your
           eligibility for a reduced sales charge.


           For more information about sales charge discounts, please visit
           www.dws-investments.com (click on the link entitled "Fund Sales
           Charge and Breakpoint Schedule"), consult with your financial
           advisor or refer to the section entitled "Purchase or Redemption of
           Shares" in the fund's Statement of Additional Information.


           IN CERTAIN CIRCUMSTANCES, YOU MAY BE ABLE TO BUY CLASS A SHARES
           WITHOUT A SALES CHARGE. For example, the sales charge will be waived
           if you are reinvesting dividends or distributions or if you are
           exchanging an investment in Class A shares of another fund in the
           DWS family of funds for an investment in Class A shares of the fund.
           In addition, a sales charge waiver may apply to transactions by
           certain retirement plans and certain other entities or persons
           (e.g., affiliated persons of Deutsche Asset Management or the DWS
           funds) and with respect to certain types of investments (e.g., an
           investment advisory or agency commission program under which you pay
           a fee to an investment advisor or other firm for portfolio
           management or brokerage services).


26 | Choosing a Share Class
<PAGE>

           Details regarding the types of investment programs and categories of
           investors eligible for a sales charge waiver are provided in the
           fund's Statement of Additional Information.

           There are a number of additional provisions that apply in order to
           be eligible for a sales charge waiver. The fund may waive the sales
           charge for investors in other situations as well. Your financial
           advisor or Shareholder Services can answer your questions and help
           you determine if you are eligible.

           IF YOU'RE INVESTING $1 MILLION OR MORE, either as a lump sum or
           through one of the sales charge reduction features described above,
           you may be eligible to buy Class A shares without a sales charge
           ("Large Order NAV Purchase Privilege"). However, you may be charged
           a contingent deferred sales charge (CDSC) of 0.85% on any shares you
           sell within 12 months of owning them and a similar charge of 0.50%
           on shares you sell within the following six months. This CDSC is
           waived under certain circumstances (see "Policies You Should Know
           About"). Your financial advisor or Shareholder Services can answer
           your questions and help you determine if you're eligible.


           Class B shares

           Class B shares may make sense for long-term investors who prefer to
           see all of their investment go to work right away and can accept
           somewhat higher annual expenses. Please note, however, that since
           not all DWS funds offer Class B shares, exchange options may be
           limited.

           With Class B shares, you pay no up-front sales charge to the fund.
           Class B shares have a 12b-1 plan, under which a distribution fee of
           0.75% and a shareholder servicing fee of up to 0.25% are deducted
           from class assets each year. This means the annual expenses for
           Class B shares are somewhat higher (and their performance
           correspondingly lower) compared to Class A shares. However, unlike
           Class A shares, your entire investment goes to work immediately.
           After six years, Class B shares automatically convert on a tax-free
           basis to Class A shares, which has the net effect of lowering the
           annual expenses from the seventh year on.


                                                    Choosing a Share Class  | 27
<PAGE>

           Class B shares have a CDSC. This charge declines over the years you
           own shares and disappears completely after six years of ownership.
           But for any shares you sell within those six years, you may be
           charged as follows:


<TABLE>
<CAPTION>
    YEAR AFTER YOU BOUGHT SHARES    CDSC ON SHARES YOU SELL
<S>                                    <C>
  First year                           4.00%
  Second or third year                 3.00
  Fourth or fifth year                 2.00
  Sixth year                           1.00
  Seventh year and later               None (automatic conversion to Class A)
</TABLE>


           This CDSC is waived under certain circumstances (see "Policies You
           Should Know About"). Your financial advisor or Shareholder Services
           can answer your questions and help you determine if you're eligible.


           While Class B shares don't have any front-end sales charge, their
           higher annual expenses mean that over the years you could end up
           paying more than the equivalent of the maximum allowable front-end
           sales charge.

           If you are thinking of making a large purchase in Class B shares or
           if you already own a large amount of Class A shares of the fund or
           other DWS funds, it may be more cost efficient to purchase Class A
           shares instead. Orders to purchase Class B shares of $100,000 or
           more will be declined with the exception of orders received from
           financial representatives acting for clients whose shares are held
           in an omnibus account and certain employer-sponsored employee
           benefit plans.


28 | Choosing a Share Class
<PAGE>

           Class C shares

           Class C shares may appeal to investors who plan to sell some or all
           of their shares within six years of buying them or who aren't
           certain of their investment time horizon.

           With Class C shares, you pay no up-front sales charge to the fund.
           Class C shares have a 12b-1 plan, under which a distribution fee of
           0.75% and a shareholder servicing fee of up to 0.25% are deducted
           from class assets each year. Because of these fees, the annual
           expenses for Class C shares are similar to those of Class B shares,
           but higher than those for Class A shares (and the performance of
           Class C shares is correspondingly lower than that of Class A
           shares).

           Unlike Class B shares, Class C shares do NOT automatically convert
           to Class A shares after six years, so they continue to have higher
           annual expenses.

           Class C shares have a CDSC, but only on shares you sell within one
           year of buying them:


<TABLE>
<CAPTION>
   YEAR AFTER YOU BOUGHT SHARES        CDSC ON SHARES YOU SELL
<S>                                   <C>
  First year                                     1.00%
  Second year and later                          None
</TABLE>


           This CDSC is waived under certain circumstances (see "Policies You
           Should Know About"). Your financial advisor or Shareholder Services
           can answer your questions and help you determine if you're eligible.


           While Class C shares do not have an up-front sales charge, their
           higher annual expenses mean that, over the years, you could end up
           paying more than the equivalent of the maximum allowable up-front
           sales charge.

           Orders to purchase Class C shares of $500,000 or more will be
           declined with the exception of orders received from financial
           representatives acting for clients whose shares are held in an
           omnibus account and certain employer-sponsored employee benefit
           plans.


                                                    Choosing a Share Class  | 29
<PAGE>

How to BUY Class A, B and C Shares




<TABLE>
<CAPTION>
 FIRST INVESTMENT                               ADDITIONAL INVESTMENTS
<S>                                             <C>
 $1,000 or more for most accounts               $50 or more for most accounts and IRAs
 $500 or more for IRAs                          $50 or more for an account with an
 $500 or more for an account with an            Automatic Investment Plan
 Automatic Investment Plan

 THROUGH A FINANCIAL ADVISOR
 -  To obtain an application, contact your      -  Contact your advisor using the
    advisor                                        method that's most convenient for you

 BY MAIL OR EXPRESS MAIL (SEE BELOW)
 -  Fill out and sign an application            -  Send a check payable to "DWS
                                                   Investments" and an investment slip
 -  Send it to us at the appropriate
    address, along with an investment           -  If you don't have an investment slip,
    check made payable to "DWS                     include a letter with your name,
    Investments"                                   account number, the full name of the
                                                  fund and the share class and your
                                                  investment instructions

 BY WIRE
 -  Call (800) 621-1048 for instructions        -  Call (800) 621-1048 for instructions

 BY PHONE
 Not available                                  -  Call (800) 621-1048 for instructions

 WITH AN AUTOMATIC INVESTMENT PLAN
 -  Fill in the information on your             -  To set up regular investments from a
    application including a check for the          bank checking account call (800) 621-
    initial investment and a voided check          1048 ($50 minimum)

 USING QuickBuy
 Not available                                  -  Call (800) 621-1048 to make sure
                                                   QuickBuy is set up on your account; if
                                                   it is, you can request a transfer from
                                                   your bank account of any amount
                                                   between $50 and $250,000

 ON THE INTERNET
 Not available                                  -  Call (800) 621-1048 to ensure you have
                                                   electronic services
                                                -  Register at www.dws-
                                                   investments.com or log in if already
                                                   registered
                                                -  Follow the instructions for buying
                                                   shares with money from your bank
                                                   account
</TABLE>



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

REGULAR MAIL:

First Investment: DWS Investments, PO Box 219356, Kansas City, MO 64121-9356
Additional Investments: DWS Investments, PO Box 219154, Kansas City, MO
64121-9154


EXPRESS, REGISTERED OR CERTIFIED MAIL:

DWS Investments, 210 West 10th Street, Kansas City, MO 64105-1614


30 | How to Buy Class A, B and C Shares
<PAGE>

How to EXCHANGE or SELL Class A, B and C Shares


<TABLE>
<CAPTION>
 EXCHANGING INTO ANOTHER FUND                    SELLING SHARES
<S>                                             <C>
                                                 Some transactions, including most for
 -  Exchanges into existing accounts:            over $100,000, can only be ordered in
    $50 minimum per fund                         writing with a signature guarantee;
 -  Exchanges into new accounts:                 please see "Signature Guarantee"
    $1,000 minimum per fund for most
    accounts
    $500 minimum for IRAs

 THROUGH A FINANCIAL ADVISOR
 -  Contact your advisor using the              -  Contact your advisor using the
    method that's most convenient for you          method that's most convenient for you

 BY PHONE                                       BY PHONE OR WIRE
 -  Call (800) 621-1048 for instructions        -  Call (800) 621-1048 for instructions

 BY MAIL OR EXPRESS MAIL
 (see previous page for address)
 Write a letter that includes:                  Write a letter that includes:
 -  the fund, class and account number          -  the fund, class and account number
    you're exchanging out of                       from which you want to sell shares
 -  the dollar amount or number of shares       -  the dollar amount or number of shares
    you want to exchange                           you want to sell
 -  the name and class of the fund you          -  your name(s), signature(s) and
    want to exchange into                          address, as they appear on your
                                                   account
 -  your name(s), signature(s) and
    address, as they appear on your             -  a daytime telephone number
    account
 -  a daytime telephone number

 WITH AN AUTOMATIC EXCHANGE PLAN                 WITH AN AUTOMATIC WITHDRAWAL PLAN
 -  To set up regular exchanges from a          -  Call (800) 621-1048 (minimum $50)
    fund account, call (800) 621-1048

 USING QuickSell
 Not available                                  -  Call (800) 621-1048 to make sure
                                                   QuickSell is set up on your account; if
                                                   it is, you can request a transfer to your
                                                   bank account of any amount between
                                                   $50 and $250,000

 ON THE INTERNET
 -  Register at www.dws-                        -  Register at www.dws-
    investments.com or log in if already           investments.com or log in if already
    registered                                     registered
 -  Follow the instructions for making on-      -  Follow the instructions for making on-
    line exchanges                                 line redemptions
</TABLE>



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


<TABLE>
<S>               <C>
TO REACH US:      WEB SITE: www.dws-investments.com
                  TELEPHONE REPRESENTATIVE: (800) 621-1048, M-F, 9 a.m. - 6 p.m. ET
                  TDD LINE: (800) 972-3006, M-F, 9 a.m. - 6 p.m. ET
</TABLE>




                           How to Exchange or Sell Class A, B and C Shares  | 31
<PAGE>

           Financial intermediary support payments


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


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


32 | How to Exchange or Sell Class A, B and C Shares
<PAGE>


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

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


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


                           How to Exchange or Sell Class A, B and C Shares  | 33
<PAGE>

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


POLICIES YOU SHOULD KNOW ABOUT

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

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

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

           In order to reduce the amount of mail you receive and to help reduce
           expenses, we generally send a single copy of any shareholder report
           and prospectus to each household. If you do not want the mailing of
           these documents to be combined with those for other members of your
           household, please contact your financial advisor or call (800)
           621-1048.


           Policies about transactions

           THE FUND IS OPEN FOR BUSINESS each day the New York Stock Exchange
           is open. The fund calculates its share price for each class every
           business day, as of the close of regular trading on the New York
           Stock Exchange (typically 4:00 p.m. Eastern time, but sometimes
           earlier, as in the case of scheduled half-day trading or unscheduled
           suspensions of trading). You can place an order to buy or sell
           shares at any time.


34 | Policies You Should Know About
<PAGE>

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

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

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

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

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

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

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


           INITIAL PURCHASE MINIMUMS. The minimum initial investment for Class
           A, B and C shares is $1,000, except for investments on behalf of
           participants in certain fee-based and wrap programs offered through
           certain financial intermediaries approved by the



                                            Policies You Should Know About  | 35
<PAGE>

           Advisor, for which there is no minimum initial investment; and IRAs,
           for which the minimum initial investment is $500 per account. The
           minimum initial investment is $500 per account if you establish an
           automatic investment plan. Group retirement plans and certain other
           accounts have similar or lower minimum share balance requirements.


           SUB-MINIMUM BALANCES. The fund may close your account and send you
           the proceeds if your balance falls below $1,000 ($500 for accounts
           with an Automatic Investment Plan funded with $50 or more per month
           in subsequent investments) or below $250 for retirement accounts. We
           will give you 60 days' notice (90 days for retirement accounts) so
           you can either increase your balance or close your account (these
           policies don't apply to investors with $100,000 or more in DWS fund
           shares, investors in certain fee-based and wrap programs offered
           through certain financial intermediaries approved by the Advisor, or
           group retirement plans and certain other accounts having lower
           minimum share balance requirements).


           SUBSEQUENT INVESTMENTS. The minimum subsequent investment is $50.
           However, there is no minimum investment requirement for subsequent
           investments in Class A shares on behalf of participants in certain
           fee-based and wrap programs offered through certain financial
           intermediaries approved by the Advisor.

           MARKET TIMING POLICIES AND PROCEDURES. Short-term and excessive
           trading of fund shares may present risks to long-term shareholders,
           including potential dilution in the value of fund shares,
           interference with the efficient management of the fund's portfolio
           (including losses on the sale of investments), taxable gains to
           remaining shareholders and increased brokerage and administrative
           costs. These risks may be more pronounced if the fund invests in
           certain securities, such as those that trade in foreign markets, are
           illiquid or do not otherwise have "readily available market
           quotations." Certain investors may seek to employ short-term trading
           strategies aimed at exploiting variations in portfolio valuation
           that arise from the nature of the securities held by the fund (e.g.,
           "time zone arbitrage"). The fund discourages short-term and
           excessive trading and has adopted policies and procedures that are
           intended to detect and deter short-term and excessive trading.


36 | Policies You Should Know About
<PAGE>


           The fund also reserves the right to reject or cancel a purchase or
           exchange order for any reason without prior notice. For example, the
           fund may in its discretion reject or cancel a purchase or an
           exchange order even if the transaction is not subject to the
           specific roundtrip transaction limitation described below if the
           Advisor believes that there appears to be a pattern of short-term or
           excessive trading activity by a shareholder or deems any other
           trading activity harmful or disruptive to the fund. The fund,
           through its Advisor and transfer agent, will measure short-term and
           excessive trading by the number of roundtrip transactions within a
           shareholder's account during a rolling 12-month period. A
           "roundtrip" transaction is defined as any combination of purchase
           and redemption activity (including exchanges) of the same fund's
           shares. The fund may take other trading activity into account if the
           fund believes such activity is of an amount or frequency that may be
           harmful to long-term shareholders or disruptive to portfolio
           management.



           Shareholders are limited to four roundtrip transactions in the same
           DWS fund (excluding money market funds) over a rolling 12-month
           period. Shareholders with four or more roundtrip transactions in the
           same DWS fund within a rolling 12-month period generally will be
           blocked from making additional purchases of, or exchanges into, that
           DWS fund. The fund has sole discretion whether to remove a block
           from a shareholder's account. The rights of a shareholder to redeem
           shares of a DWS fund are not affected by the four roundtrip
           transaction limitation.

           The fund may make exceptions to the roundtrip transaction policy for
           certain types of transactions if, in the opinion of the Advisor, the
           transactions do not represent short-term or excessive trading or are
           not abusive or harmful to the fund, such as, but not limited to,
           systematic transactions, required minimum retirement distributions,
           transactions initiated by the fund or administrator and transactions
           by certain qualified funds-of-funds.


           In certain circumstances where shareholders hold shares of the fund
           through a financial intermediary, the fund may rely upon the
           financial intermediary's policy to deter short-term or excessive
           trading if the Advisor believes that the financial intermediary's
           policy is reasonably designed to detect and deter transactions that
           are not in the best interests of the fund. A financial


                                            Policies You Should Know About  | 37
<PAGE>


           intermediary's policy relating to short-term or excessive trading
           may be more or less restrictive than the DWS funds' policy, may
           permit certain transactions not permitted by the DWS funds'
           policies, or prohibit transactions not subject to the DWS funds'
           policies.


           The Advisor may also accept undertakings from a financial
           intermediary to enforce short-term or excessive trading policies on
           behalf of the fund that provide a substantially similar level of
           protection for the fund against such transactions. For example,
           certain financial intermediaries may have contractual, legal or
           operational restrictions that prevent them from blocking an account.
           In such instances, the financial intermediary may use alternate
           techniques that the Advisor considers to be a reasonable substitute
           for such a block.

           In addition, if the fund invests some portion of its assets in
           foreign securities, it has adopted certain fair valuation practices
           intended to protect the fund from "time zone arbitrage" with respect
           to its foreign securities holdings and other trading practices that
           seek to exploit variations in portfolio valuation that arise from
           the nature of the securities held by the fund. (See "How the fund
           calculates share price.")

           There is no assurance that these policies and procedures will be
           effective in limiting short-term and excessive trading in all cases.
           For example, the Advisor may not be able to effectively monitor,
           detect or limit short-term or excessive trading by underlying
           shareholders that occurs through omnibus accounts maintained by
           broker-dealers or other financial intermediaries. The Advisor
           reviews trading activity at the omnibus level to detect short-term
           or excessive trading. If the Advisor has reason to suspect that
           short-term or excessive trading is occurring at the omnibus level,
           the Advisor will contact the financial intermediary to request
           underlying shareholder level activity. Depending on the amount of
           fund shares held in such omnibus accounts (which may represent most
           of the fund's shares) short-term and/or excessive trading of fund
           shares could adversely affect long-term shareholders in the fund. If
           short-term or excessive trading is identified, the Advisor will take
           appropriate action.


           The fund's market timing policies and procedures may be modified or
           terminated at any time.



38 | Policies You Should Know About
<PAGE>


           THE AUTOMATED INFORMATION LINE IS AVAILABLE 24 HOURS A DAY BY
           CALLING (800) 621-1048. You can use our automated phone services to
           get information on DWS funds generally and on accounts held directly
           at DWS Investments. You can also use this service to make exchanges
           and to purchase and sell shares.

           QUICKBUY AND QUICKSELL allow you to set up an electronic link
           between a DWS fund account and a bank account. Once this link is in
           place, you can move money between the two with a phone call. You'll
           need to make sure your bank has Automated Clearing House (ACH)
           services. Transactions take two to three days to be completed and
           there is a $50 minimum and a $250,000 maximum. To set up QuickBuy or
           QuickSell on a new account, see the account application; to add it
           to an existing account, call (800) 621-1048.

           TELEPHONE AND ELECTRONIC TRANSACTIONS. Generally, you are
           automatically entitled to telephone check redemption and exchange
           privileges, but you may elect not to have them when you open your
           account or by contacting Shareholder Services at (800) 621-1048 at a
           later date.

           Since many transactions may be initiated by telephone or
           electronically, it's important to understand that as long as we take
           reasonable steps to ensure that an order to purchase or redeem
           shares is genuine, such as recording calls or requesting personal
           security information, we are not responsible for any losses that may
           occur as a result. For transactions conducted over the Internet, we
           recommend the use of a secure Internet browser. In addition, you
           should verify the accuracy of your confirmation statements
           immediately after you receive them.


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

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



THE FOLLOWING SIDEBAR TEXT APPEARS NEXT TO THE PRECEDING PARAGRAPHS

The DWS Investments Web site can be a valuable resource for shareholders with
Internet access. Go to WWW.DWS-INVESTMENTS.COM to get up-to-date information,
review balances or even place orders for exchanges.




                                            Policies You Should Know About  | 39
<PAGE>


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

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

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


           SELLING SHARES OF TRUST ACCOUNTS AND BUSINESS OR ORGANIZATION
           ACCOUNTS may require additional documentation. Please call (800)
           621-1048 or contact your financial advisor for more information.

           WHEN YOU SELL SHARES THAT HAVE A CDSC, we calculate the CDSC as a
           percentage of what you paid for the shares or what you are
           selling them for - whichever results in the lower charge to you.
           In processing orders to sell shares, the shares with the lowest
           CDSC are sold first. Exchanges from one fund into another don't
           affect CDSCs; for each investment you make, the date you first
           bought shares is the date we use to calculate a CDSC on that
           particular investment.

           There are certain cases in which you may be exempt from a CDSC.
           These include:





THE FOLLOWING SIDEBAR TEXT APPEARS NEXT TO THE PRECEDING PARAGRAPHS

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









40 | Policies You Should Know About
<PAGE>

           -   the death or disability of an account owner (including a joint
               owner). This waiver applies only under certain conditions. Please
               contact your financial advisor or Shareholder Services to
               determine if the conditions exist

           -  withdrawals made through an automatic withdrawal plan up to a
              maximum of 12% per year of the net asset value of the account

           -  withdrawals related to certain retirement or benefit plans

           -  redemptions for certain loan advances, hardship provisions or
              returns of excess contributions from retirement plans

           -  for Class A shares purchased through the Large Order NAV Purchase
              Privilege, redemption of shares whose dealer of record at the
              time of the investment notifies the Distributor that the dealer
              waives the applicable commission

           -  for Class C shares, redemption of shares purchased through a
              dealer-sponsored asset allocation program maintained on an
              omnibus record-keeping system, provided the dealer of record has
              waived the advance of the first year distribution and service
              fees applicable to such shares and has agreed to receive such
              fees quarterly

           In each of these cases, there are a number of additional provisions
           that apply in order to be eligible for a CDSC waiver. Your financial
           advisor or Shareholder Services can answer your questions and help
           you determine if you are eligible.


           IF YOU SELL SHARES IN A DWS FUND AND THEN DECIDE TO INVEST WITH DWS
           INVESTMENTS AGAIN WITHIN SIX MONTHS, you may be able to take
           advantage of the "reinstatement feature." With this feature, you can
           put your money back into the same class of a DWS fund at its current
           net asset value and, for purposes of a sales charge, it will be
           treated as if it had never left DWS Investments.

           You'll be reimbursed (in the form of fund shares) for any CDSC you
           paid when you sold. Future CDSC calculations will be based on your
           original investment date, rather than your reinstatement date. There
           is also an option that lets investors who sold Class B shares buy
           Class A shares (if available) with no sales charge, although they
           won't be reimbursed for any CDSC they paid. You can only use the
           reinstatement feature once for any given group of shares. To take
           advantage of this feature, contact Shareholder Services or your
           financial advisor.



                                            Policies You Should Know About  | 41
<PAGE>


           CLASS A TO CLASS S IN THE SAME FUND EXCHANGE PRIVILEGE. Investors
           who have invested in Class A shares through a comprehensive or
           "wrap" fee program, or other fee-based program sponsored by a
           broker-dealer, bank or registered investment adviser, may become
           eligible to invest in Class S shares. Subject to the discretion of
           the Distributor, such shareholders may exchange their Class A shares
           for Class S shares of equal aggregate value of the same fund. No
           sales charges or other charges will apply to any such exchanges.
           Investors should contact their selling and/or servicing agents to
           learn more about the details of this exchange feature.

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


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


42 | Policies You Should Know About
<PAGE>

           How the fund calculates share price

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


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



           The price at which you buy shares is based on the NAV per share
           calculated after the order is received and accepted by the transfer
           agent, although for Class A shares it will be adjusted to allow for
           any applicable sales charge (see "Choosing a Share Class"). The
           price at which you sell shares is also based on the NAV per share
           calculated after the order is received and accepted by the transfer
           agent, although a CDSC may be taken out of the proceeds (see
           "Choosing a Share Class").

           WE TYPICALLY VALUE SECURITIES USING INFORMATION FURNISHED BY AN
           INDEPENDENT PRICING SERVICE OR MARKET QUOTATIONS, WHERE APPROPRIATE.
           However, we may use methods approved by the Board, such as a fair
           valuation model, which are intended to reflect fair value when
           pricing service information or market quotations are not readily
           available or when a security's value or a meaningful portion of the
           value of the fund's portfolio is believed to have been materially
           affected by a significant event, such as a natural disaster, an
           economic event like a bankruptcy filing, or a substantial
           fluctuation in domestic or foreign markets that has occurred between
           the close of the exchange or market on which the security is
           principally traded (for example, a foreign exchange or market) and
           the close of the New York Stock Exchange. In such a case, the fund's
           value for a security is likely to be different from the last quoted
           market price or pricing service information. In addition, due to the
           subjective and variable nature of fair value pricing, it is possible
           that the value determined for a particular asset may be materially
           different from the value realized upon such asset's sale.



           Other rights we reserve

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

           -  withdraw or suspend the offering of shares at any time

                                            Policies You Should Know About  | 43
<PAGE>


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


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

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


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


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

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


44 | Policies You Should Know About
<PAGE>

UNDERSTANDING DISTRIBUTIONS AND TAXES


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

           THE FUND INTENDS TO PAY DIVIDENDS TO ITS SHAREHOLDERS IN MARCH,
           JUNE, SEPTEMBER AND DECEMBER. The fund intends to pay to its
           shareholders net realized long-term and short-term capital gains in
           December. If necessary, the fund may distribute at other times at
           well.

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


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


           YOU CAN CHOOSE HOW TO RECEIVE YOUR DIVIDENDS AND DISTRIBUTIONS.
           You can have them all automatically reinvested in fund shares (at
           NAV), all deposited directly to your bank account or all sent to
           you by check, have one type reinvested and the other sent to you
           by check or have them invested in a different fund. Tell us your
           preference on your application. If you don't indicate a
           preference, your dividends and distributions will all be
           reinvested in shares of the fund without a sales charge (if
           applicable). Distributions are treated the same for federal
           income tax purposes whether you receive them in cash or reinvest
           them in additional shares. Under the terms of employer-sponsored
           qualified plans, and retirement plans, reinvestment (at NAV) is
           the only option.


           BUYING, SELLING OR EXCHANGING FUND SHARES WILL USUALLY HAVE FEDERAL
           INCOME TAX CONSEQUENCES FOR YOU (except in employer-sponsored
           qualified plans, IRAs or other tax-advantaged accounts). Your sale
           of shares may result in a capital





THE FOLLOWING SIDEBAR TEXT APPEARS NEXT TO THE PRECEDING PARAGRAPHS

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


                                     Understanding Distributions and Taxes  | 45
<PAGE>

           gain or loss. The gain or loss will be long-term or short-term
           depending on how long you owned the shares that were sold. For
           federal income tax purposes, an exchange is treated the same as a
           sale.

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

           THE FEDERAL INCOME TAX STATUS of the fund's earnings you receive and
           your own fund transactions generally depends on their type:


<TABLE>
<CAPTION>
GENERALLY TAXED AT LONG-TERM                       GENERALLY TAXED AT ORDINARY
CAPITAL GAIN RATES:                                INCOME RATES:
<S>                                                <C>
DISTRIBUTIONS FROM THE FUND
- gains from the sale of                           -  gains from the sale of
  securities held (or treated as                      securities held by the fund for
  held) by the fund for more                          one year or less
  than one year                                    -  all other taxable income
- qualified dividend income

TRANSACTIONS INVOLVING FUND
SHARES
- gains from selling fund                          -  gains from selling fund
  shares held for more than                           shares held for one year or
  one year                                            less
</TABLE>



           ANY DIRECT INVESTMENTS IN FOREIGN SECURITIES BY THE FUND MAY BE
           SUBJECT TO FOREIGN WITHHOLDING TAXES. In that case, the fund's yield
           on those securities would generally be decreased. Shareholders
           generally will not be entitled to claim a credit or deduction with
           respect to foreign taxes paid by the fund. In addition, any
           investments in foreign securities or foreign currencies may increase
           or accelerate the fund's recognition of ordinary income and may
           affect the timing or amount of the fund's distributions. If you
           invest in the fund through a taxable account, your after-tax return
           could be negatively affected.

           Investments in certain debt obligations or other securities may
           cause the fund to recognize taxable income in excess of the cash
           generated by them. Thus, the fund could be required at times to
           liquidate other investments in order to satisfy its distribution
           requirements.



46 | Understanding Distributions and Taxes
<PAGE>


           For taxable years beginning before January 1, 2011, distributions to
           individuals and other noncorporate shareholders of investment income
           designated by the fund as derived from qualified dividend income are
           eligible for taxation for federal income tax purposes at the more
           favorable long-term capital gain rates. Qualified dividend income
           generally includes dividends received by the fund from domestic and
           some foreign corporations. It does not include income from
           investments in debt securities  or, generally, from real estate
           investment trusts. In addition, the fund must meet certain holding
           period and other requirements with respect to the dividend-paying
           stocks in its portfolio and the shareholder must meet certain
           holding period and other requirements with respect to the fund's
           shares for the lower tax rates to apply.

           For taxable years beginning before January 1, 2011, the maximum
           federal income tax rate imposed on long-term capital gains
           recognized by individuals and other noncorporate shareholders has
           been temporarily reduced to 15%, in general, with lower rates
           applying to taxpayers in the 10% and 15% rate brackets. For taxable
           years beginning on or after January 1, 2011, the maximum long-term
           capital gain rate is scheduled to return to 20%.


           YOUR FUND WILL SEND YOU DETAILED FEDERAL INCOME TAX INFORMATION
           EVERY JANUARY. These statements tell you the amount and the federal
           income tax classification of any dividends or distributions you
           received. They also have certain details on your purchases and sales
           of shares.


           IF YOU INVEST RIGHT BEFORE THE FUND PAYS A DIVIDEND, you'll be
           getting some of your investment back as a taxable dividend. You can
           avoid this by investing after the fund pays a dividend. In tax-
           advantaged retirement accounts you generally do not need to worry
           about this.

           If the fund's distributions exceed its current and accumulated
           earnings and profits, the excess will be treated for federal income
           tax purposes as a tax-free return of capital to the extent of your
           basis in your shares and thereafter as a gain from the sale or
           exchange of your shares. Because a return of capital distribution
           reduces the basis of your shares, a return of capital distribution
           may result in a higher capital gain or a lower capital loss when you
           sell your shares.



                                     Understanding Distributions and Taxes  | 47
<PAGE>

           CORPORATIONS are taxed at the same rates on ordinary income and
           capital gains but may be eligible for a dividends-received deduction
           for a portion of the income dividends they receive from the fund,
           provided certain holding period and other requirements are met.

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


48 | Understanding Distributions and Taxes
<PAGE>

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



           Using the annual fund operating expense ratios presented in the fee
           tables in the fund prospectus, the Hypothetical Expense Summary
           shows the estimated fees and expenses, in actual dollars, that would
           be charged on a hypothetical investment of $10,000 in the fund held
           for the next 10 years and the impact of such fees and expenses on
           fund returns for each year and cumulatively, assuming a 5% return
           for each year. The historical rate of return for the fund may be
           higher or lower than 5% and, for money funds, is typically less than
           5%. The tables also assume that all dividends and distributions are
           reinvested and that Class B shares convert to Class A shares after
           six years. The annual fund expense ratios shown are net of any
           contractual fee waivers or expense reimbursements, if any, for the
           period of the contractual commitment. The tables reflect the maximum
           initial sales charge, if any, but do not reflect any contingent
           deferred sales charge or redemption fees, if any, which may be
           payable upon redemption. If contingent deferred sales charges or
           redemption fees were shown, the "Hypothetical Year-End Balance After
           Fees and Expenses" amounts shown would be lower and the "Annual Fees
           and Expenses" amounts shown would be higher. Also, please note that
           if you are investing through a third party provider, that provider
           may have fees and expenses separate from those of the fund that are
           not reflected here. Mutual fund fees and expenses fluctuate over
           time and actual expenses may be higher or lower than those shown.


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


                                                                  Appendix  | 49
<PAGE>

                       DWS S&P 500 Index Fund - Class A




<TABLE>
<CAPTION>
              MAXIMUM           INITIAL HYPOTHETICAL                 ASSUMED RATE
           SALES CHARGE:             INVESTMENT:                      OF RETURN:
               4.50%                   $10,000                            5%
                                                              HYPOTHETICAL
             CUMULATIVE        ANNUAL       CUMULATIVE          YEAR-END
           RETURN BEFORE        FUND       RETURN AFTER      BALANCE AFTER      ANNUAL FEES
              FEES AND        EXPENSE        FEES AND           FEES AND            AND
YEAR          EXPENSES         RATIOS        EXPENSES           EXPENSES         EXPENSES
<S>       <C>                <C>          <C>               <C>                <C>
   1            5.00%        0.71%             -0.40%       $  9,959.70        $   519.26
   2           10.25%        0.71%              3.87%       $ 10,386.97        $    72.23
   3           15.76%        0.71%              8.33%       $ 10,832.57        $    75.33
   4           21.55%        0.71%             12.97%       $ 11,297.28        $    78.56
   5           27.63%        0.71%             17.82%       $ 11,781.94        $    81.93
   6           34.01%        0.71%             22.87%       $ 12,287.38        $    85.45
   7           40.71%        0.71%             28.15%       $ 12,814.51        $    89.11
   8           47.75%        0.71%             33.64%       $ 13,364.25        $    92.93
   9           55.13%        0.71%             39.38%       $ 13,937.58        $    96.92
  10           62.89%        0.71%             45.36%       $ 14,535.50        $   101.08
  TOTAL                                                                        $ 1,292.80
</TABLE>



DWS S&P 500 Index Fund - Class B





<TABLE>
<CAPTION>
              MAXIMUM           INITIAL HYPOTHETICAL                 ASSUMED RATE
           SALES CHARGE:             INVESTMENT:                      OF RETURN:
               0.00%                   $10,000                            5%
                                                              HYPOTHETICAL
             CUMULATIVE        ANNUAL       CUMULATIVE          YEAR-END
           RETURN BEFORE        FUND       RETURN AFTER      BALANCE AFTER        ANNUAL
              FEES AND        EXPENSE        FEES AND           FEES AND         FEES AND
YEAR          EXPENSES         RATIOS        EXPENSES           EXPENSES         EXPENSES
<S>       <C>                <C>          <C>               <C>                <C>
   1            5.00%        1.52%              3.48%       $ 10,348.00        $   154.64
   2           10.25%        1.52%              7.08%       $ 10,708.11        $   160.03
   3           15.76%        1.52%             10.81%       $ 11,080.75        $   165.60
   4           21.55%        1.52%             14.66%       $ 11,466.36        $   171.36
   5           27.63%        1.52%             18.65%       $ 11,865.39        $   177.32
   6           34.01%        1.52%             22.78%       $ 12,278.31        $   183.49
   7           40.17%        0.71%             28.05%       $ 12,805.05        $    89.05
   8           47.75%        0.71%             33.54%       $ 13,354.38        $    92.87
   9           55.13%        0.71%             39.27%       $ 13,927.29        $    96.85
  10           62.89%        0.71%             45.25%       $ 14,524.77        $   101.00
  TOTAL                                                                        $ 1,392.21
</TABLE>




50 | Appendix
<PAGE>

                       DWS S&P 500 Index Fund - Class C




<TABLE>
<CAPTION>
              MAXIMUM           INITIAL HYPOTHETICAL                 ASSUMED RATE
           SALES CHARGE:             INVESTMENT:                      OF RETURN:
               0.00%                   $10,000                            5%
                                                              HYPOTHETICAL
             CUMULATIVE        ANNUAL       CUMULATIVE          YEAR-END
           RETURN BEFORE        FUND       RETURN AFTER      BALANCE AFTER      ANNUAL FEES
              FEES AND        EXPENSE        FEES AND           FEES AND            AND
YEAR          EXPENSES         RATIOS        EXPENSES           EXPENSES         EXPENSES
<S>       <C>                <C>          <C>               <C>                <C>
   1            5.00%        1.46%              3.54%       $ 10,354.00        $   148.58
   2           10.25%        1.46%              7.21%       $ 10,720.53        $   153.84
   3           15.76%        1.46%             11.00%       $ 11,100.04        $   159.29
   4           21.55%        1.46%             14.93%       $ 11,492.98        $   164.93
   5           27.63%        1.46%             19.00%       $ 11,899.83        $   170.77
   6           34.01%        1.46%             23.21%       $ 12,321.09        $   176.81
   7           40.71%        1.46%             27.57%       $ 12,757.25        $   183.07
   8           47.75%        1.46%             32.09%       $ 13,208.86        $   189.55
   9           55.13%        1.46%             36.76%       $ 13,676.45        $   196.26
  10           62.89%        1.46%             41.61%       $ 14,160.60        $   203.21
  TOTAL                                                                        $ 1,746.31
</TABLE>




                                                                  Appendix  | 51
<PAGE>

TO GET MORE INFORMATION

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

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


For a free copy of any of these documents or to request other information about
the fund, call (800) 621-1048, or contact DWS Investments at the address listed
below. The fund's SAI and shareholder reports are also available through the
DWS Investments Web site at www.dws-investments.com. These documents and other
information about the fund are available from the EDGAR Database on the SEC's
Internet site at www.sec.gov. If you like, you may obtain copies of this
information, after paying a copying fee, by e-mailing a request to
publicinfo@sec.gov or by writing the SEC at the address listed below. You can
also review and copy these documents and other information about the fund,
including the fund's SAI, at the SEC's Public Reference Room in Washington,
D.C. Information on the operation of the SEC's Public Reference Room may be
obtained by calling (800) SEC-0330.




<TABLE>
<CAPTION>
DWS INVESTMENTS      SEC                     DISTRIBUTOR
-----------------    --------------------    ------------------------------
<S>                  <C>                     <C>
PO Box 219151        100 F Street, N.E.      DWS Investments Distributors,
Kansas City, MO      Washington, D.C.        Inc.
64121-9151           20549-0102              222 South Riverside Plaza
WWW.DWS-             WWW.SEC.GOV             Chicago, IL 60606-5808
INVESTMENTS.COM      (800) SEC-0330          (800) 621-1148
(800) 621-1048
</TABLE>




<TABLE>
<S>                       <C>                         <C>
SEC FILE NUMBER:
DWS Investment Trust      DWS S&P 500 Index Fund      811-43
</TABLE>







(05/01/09) DSPIF-1
[RECYCLE GRAPHIC APPEARS HERE]
                                                          [DWS INVESTMENTS LOGO]
                                                             Deutsche Bank Group
<PAGE>


                                  MAY 1, 2009








                                   PROSPECTUS
                              ------------------
                                    CLASS S

                             DWS S&P 500 INDEX FUND

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


                                     RESHAPING INVESTING. [DWS INVESTMENTS LOGO]
                                                             Deutsche Bank Group
<PAGE>

CONTENTS





<TABLE>
<S>      <C>
HOW THE FUND WORKS

  4      The Fund's Main Investment
         Strategy
  7      The Main Risks of Investing in
         the Fund
 10      The Fund's Performance
         History
 12      How Much Investors Pay
 14      Other Policies and Risks
 15      Who Manages and Oversees
         the Fund
 19      Financial Highlights


</TABLE>
<TABLE>
<S>      <C>
HOW TO INVEST IN THE FUND

 22      How to Buy Class S Shares
 23      How to Exchange or Sell
         Class S Shares
 26      Policies You Should Know
         About
 35      Understanding Distributions
         and Taxes
 39      Appendix
</TABLE>


<PAGE>

HOW THE FUND WORKS

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

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

CLASS S shares are generally only available to new investors through fee-based
programs of investment dealers that have special agreements with the fund's
distributor, through certain group retirement plans and through certain
registered investment advisors. These dealers and advisors typically charge
ongoing fees for services they provide.

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


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

"Standard & Poor's," "S&P," "S&P 500," "Standard & Poor's 500," and "500" are
trademarks of the McGraw-Hill Companies, Inc. and have been licensed for use by
the DWS Funds. The DWS Funds are not sponsored, endorsed, sold or promoted by
Standard & Poor's and Standard & Poor's makes no representation regarding the
advisability of investing in the Fund. For more information, please refer to
the Fund's Statement of Additional Information. For a free copy, see
instructions on back cover.

<PAGE>


<TABLE>
<S>                           <C>
                                Class S
  ticker symbol                 SCPIX
    fund number                 2301

    DWS S&P 500 INDEX FUND


</TABLE>

            THE FUND'S MAIN INVESTMENT STRATEGY


            The fund is a feeder fund that invests substantially all of its
            assets in a "master portfolio," the DWS Equity 500 Index Portfolio
            (the "Portfolio"). References to the fund may refer to actions
            undertaken by the Portfolio. 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 & Poor's 500 Composite Stock Price Index (S&P 500
            Index).

            The fund invests for capital appreciation, not income; any dividend
            and interest income is incidental to the pursuit of its objective.
            While we give priority to replicating the S&P 500 Index's
            performance (before expenses), we cannot offer any assurance of
            achieving this objective.

            The S&P 500 INDEX is a well-known stock market index that includes
            common stocks of 500 companies from several industrial sectors
            representing a significant portion of the market value of all
            stocks publicly traded in the United States. Stocks in the S&P 500
            Index are weighted according to their market capitalization (the
            number of shares outstanding multiplied by the stock's current
            price).

            INDEX INVESTING VERSUS ACTIVE MANAGEMENT. Active management
            involves the portfolio management team buying and selling
            securities based on research and analysis. Unlike a fund that is
            actively managed, an index fund tries to replicate, as closely as
            possible, the performance of a target index by holding either all,
            or a representative sample, of the securities in the index.
            Indexing appeals to many investors for the following reasons:

            -  indexing provides simplicity because it is a straightforward
               market-replicating strategy;

            -  index funds generally provide diversification by investing in a
               wide variety of companies and industries;

4 | DWS S&P 500 Index Fund
<PAGE>

            -  an index fund's investments are generally predictable in that
               the fund's investments are expected to replicate the target
               index;

            -  index funds tend to have lower costs because they do not have
               many of the expenses of actively managed funds, such as
               research. Also, index funds usually have relatively low trading
               activity and therefore brokerage commissions tend to be lower;
               and

            -  index funds generally realize low capital gains as compared with
               actively managed funds.

            STRATEGY. The fund and the Portfolio have the same investment
            objective. The fund, through the Portfolio, will pursue its
            objective by investing primarily in the securities of the companies
            included in the S&P 500 Index and derivative instruments, such as
            futures contracts and options, that provide exposure to the stocks
            of companies in the S&P 500 Index. Futures contracts and options
            are used as a low-cost method of gaining exposure to a particular
            market without investing directly in those securities. The
            portfolio management team uses quantitative analysis techniques to
            structure the Portfolio to obtain a high correlation to the S&P 500
            Index, while seeking to keep the Portfolio as fully invested as
            possible in all market environments. To attempt to replicate the
            risk and return characteristics of the S&P 500 Index as closely as
            possible, the Portfolio invests in a statistically selected sample
            of the securities found in the S&P 500 Index, using a process known
            as "optimization." This process is intended to select stocks for
            the Portfolio so that industry weightings, market capitalizations
            and fundamental characteristics (price-to-book ratios,
            price-to-earnings ratios, debt-to-asset ratios and dividend
            yields), closely replicate those of the securities in the S&P 500
            Index. Over the long term, we seek a correlation between the
            performance of the fund, before expenses, and that of the S&P 500
            Index of 98% or better. A figure of 100% would indicate perfect
            correlation.

            PRINCIPAL INVESTMENTS. Under normal circumstances, the Portfolio
            intends to invest at least 80% of its assets, determined at the
            time of purchase, in stocks of companies included in the S&P 500
            Index and in derivative instruments, such as futures contracts and
            options, that provide exposure


                                                     DWS S&P 500 Index Fund  | 5
<PAGE>

            to the stocks of companies in the S&P 500 Index. The Portfolio's
            securities are weighted to attempt to make the Portfolio's total
            investment characteristics similar to those of the S&P 500 Index as
            a whole.

            We may exclude or remove any stock from the Portfolio if we believe
            that the stock is illiquid or that the merit of the investment has
            been impaired by financial conditions or other extraordinary
            events. At times, the portfolio management team may purchase a
            stock not included in the S&P 500 Index when it is believed to be a
            cost-efficient way of approximating the S&P 500 Index's
            performance, for example, in anticipation of a stock being added to
            the S&P 500 Index. The Portfolio may hold assets in short-term debt
            securities or money market instruments for liquidity purposes.

            INVESTMENT PROCESS. In an effort to run an efficient and effective
            strategy, the Portfolio uses the process of "optimization," a
            statistical sampling technique. First, the Portfolio buys the
            stocks that make up the larger portions of the S&P 500 Index's
            value in roughly the same proportion as the S&P 500 Index. Second,
            smaller stocks are analyzed and selected based on liquidity. In
            selecting smaller stocks, the portfolio management team tries to
            replicate the industry and risk characteristics of all of the
            smaller companies in the S&P 500 Index without buying all of those
            stocks. This approach attempts to maximize the Portfolio's
            liquidity and returns while minimizing its costs.


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


            INFORMATION REGARDING THE INDEX. The fund is not sponsored,
            endorsed, sold or promoted by the Standard & Poor's Division of The
            McGraw-Hill Companies, Inc. ("S&P"). S&P makes no representation or
            warranty, express or implied, to the owners of the fund or any
            member of the public regarding the advisability of investing in
            securities generally or in the fund particularly or the ability of
            the S&P 500 Index to track general stock market performance. S&P's
            only relationship to the fund is the licensing of certain
            trademarks and trade names of S&P and of the S&P 500 Index, which
            is determined, composed and calculated by S&P without regard to the
            fund.


6 | DWS S&P 500 Index Fund
<PAGE>

            S&P has no obligation to take the needs of the fund or the owners
            of the fund into consideration in determining, composing or
            calculating the S&P 500 Index. S&P is not responsible for and has
            not participated in the determination of the timing, prices, or
            quantities of the fund to be issued or in the determination or
            calculation of the equation by which shares of the fund are
            redeemable for cash. S&P has no obligation or liability in
            connection with the administration, marketing or trading of the
            fund.

            S&P does not guarantee the accuracy and/or the completeness of the
            S&P 500 Index or any data included therein and S&P shall have no
            liability for any errors, omissions or interruptions therein. S&P
            makes no warranty, express or implied, as to results to be obtained
            by the fund, owners of the fund, or any other person or entity from
            the use of the S&P 500 Index or any data included therein. S&P
            makes no express or implied warranties, and expressly disclaims all
            warranties of merchantability or fitness for a particular purpose
            or use with respect to the S&P 500 Index or any data included
            therein. Without limiting any of the foregoing, in no event shall
            S&P have any liability for any special, punitive, indirect or
            consequential damages (including lost profits), even if notified of
            the possibility of such damages.


            THE MAIN RISKS OF INVESTING IN THE FUND

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

            The fund is exposed to the risk factors below even though the
            Portfolio, not the fund, invests directly in the individual
            securities. (See also "Secondary Risks.")

            STOCK MARKET RISK. The fund is affected by how the stock market
            performs. To the extent the fund invests in a particular
            capitalization or market sector, the fund's performance may be
            proportionately affected by that segment's general performance.
            When stock prices fall, you should expect the value of your
            investment to fall as well. Because a stock represents ownership in
            its issuer, stock prices can be hurt by poor management, shrinking
            product demand and other business risks. These factors may affect
            single companies as well as groups of companies. In addition,
            movements in financial markets may adversely affect a stock's
            price,





THE FOLLOWING SIDEBAR TEXT APPEARS NEXT TO THE PRECEDING PARAGRAPHS

This fund is designed for investors  interested in capital appreciation over the
long term and  investment  returns  that  track the  performance  of the S&P 500
Index.









                                                     DWS S&P 500 Index Fund  | 7
<PAGE>

            regardless of how well the company performs. The market as a whole
            may not favor the types of investments the fund makes, which could
            affect the fund's ability to sell them at an attractive price.

            TRACKING ERROR RISK. There are several reasons that the fund's
            performance may not replicate the S&P 500 Index exactly:

            -  Unlike the S&P 500 Index, the fund incurs fees and
               administrative expenses and transaction costs in trading stocks.

            -  The composition of the S&P 500 Index and the stocks held by the
               fund may occasionally diverge.

            -  The timing and magnitude of cash inflows from investors buying
               shares could create balances of uninvested cash. Conversely, the
               timing and magnitude of cash outflows to investors selling
               shares could require ready reserves of uninvested cash. Either
               situation would likely cause the fund's performance to deviate
               from that of the "fully invested" S&P 500 Index which does not
               include a cash component.

            INDEX FUND RISK. Because the fund invests at least 80% of its
            assets in the stocks of companies included in the S&P 500 Index and
            in related derivative instruments that provide exposure to the
            stocks of companies in the S&P 500 Index, it cannot alter its
            investment strategy in response to fluctuations in the market
            segment represented by the Index.

            FUTURES AND OPTIONS RISK. The fund may invest, to a limited extent,
            in securities index futures or options, which are types of
            derivatives. The fund will not use these derivatives for
            speculative purposes. Rather, the fund invests in derivatives to
            keep cash on hand to meet shareholder redemptions or other needs
            while maintaining exposure to the stock market. Risks associated
            with derivatives include: the risk that the derivative is not well
            correlated with the security, index or currency to which it
            relates; the risk that derivatives used for risk management may not
            have the intended effects and may result in losses or missed
            opportunities; the risk that the fund will be unable to sell the
            derivative because of an illiquid secondary market; the risk that a
            counterparty is unwilling or unable to meet its obligation; the
            risk of interest rate


8 | DWS S&P 500 Index Fund
<PAGE>


            movements; and the risk that the derivatives transaction could
            expose the fund to the effects of leverage, which could increase
            the fund's exposure to the market and magnify potential losses.


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


                                                     DWS S&P 500 Index Fund  | 9
<PAGE>

THE FUND'S PERFORMANCE HISTORY

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


The bar chart shows how the performance of the fund's Class S shares has varied
from year to year, which may give some idea of risk. The table on the following
page shows how fund performance compares to relevant index performance (which,
unlike fund performance, does not reflect fees or expenses). The performance of
the fund and the index information varies over time. All figures assume
reinvestment of dividends and distributions (in the case of after-tax returns,
reinvested net of assumed tax rates).

The table shows returns for Class S shares on a before-tax and after-tax basis.
After-tax returns are estimates calculated using the historical highest
marginal individual federal income tax rates and do not reflect the impact of
state and local taxes. Actual after-tax returns depend on an investor's tax
situation and may differ from those shown in the table. After-tax returns shown
are not relevant for investors who hold their shares through tax-deferred
arrangements, such as 401(k) plans or individual retirement accounts.


DWS S&P 500 Index Fund

ANNUAL TOTAL RETURN (%) AS OF 12/31 EACH YEAR - Class S


[BAR GRAPHIC OMITTED HERE]

[BAR GRAPHIC DATA]


<TABLE>
<S>        <C>        <C>         <C>         <C>        <C>        <C>       <C>        <C>       <C>
20.37       -9.50      -12.32      -22.33     28.04      10.37       4.47     15.37      5.22      -37.25
1999       2000        2001        2002       2003       2004       2005      2006       2007      2008
</TABLE>







<TABLE>
<CAPTION>
2009 TOTAL RETURN AS OF MARCH 31: -11.06%
<S>                                        <C>
For the periods included in the bar chart:
BEST QUARTER: 15.23%, Q2 2003              WORST QUARTER: -21.95%, Q4 2008
</TABLE>




10 | DWS S&P 500 Index Fund
<PAGE>


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




<TABLE>
<CAPTION>
                                               1 YEAR       5 YEARS      10 YEARS
<S>                                         <C>            <C>          <C>
 CLASS S
   Return before Taxes                         -37.25        -2.56        -1.80
   Return after Taxes on Distributions         -37.44        -2.80        -2.09
   Return after Taxes on Distributions
   and Sale of Fund Shares                     -23.87*       -2.08*       -1.56*
 STANDARD & POOR'S (S&P) 500 INDEX
 (reflects no deductions for fees,
 expenses or taxes)                            -37.00        -2.19        -1.38
</TABLE>



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


 *   Return after Taxes on Distributions and Sale of Fund Shares is higher than
     other return figures for the same period due to capital losses occurring
     upon redemption resulting in an assumed tax deduction for shareholders.


 STANDARD & POOR'S 500 INDEX (S&P 500) is an unmanaged, capitalization-weighted
 index of 500 stocks. The index is designed to measure performance of the broad
 domestic economy through changes in the aggregate market value of 500 stocks
 representing all major industries.


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

Current performance may be higher or lower than the performance data quoted
above. For more recent performance information, call your financial advisor or
(800) 728-3337 or visit our Web site at www.dws-investments.com.



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

Return information assumes that fund shares were sold at the end of the period.


RETURN AFTER TAXES ON DISTRIBUTIONS reflects taxes only on the fund's
distributions and not on a shareholder's gain or loss from selling fund shares.


RETURN AFTER TAXES ON DISTRIBUTIONS AND SALE OF FUND SHARES reflects taxes on
both the fund's distributions and a shareholder's gain or loss from selling
fund shares.



                                                    DWS S&P 500 Index Fund  | 11
<PAGE>

HOW MUCH INVESTORS PAY


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




<TABLE>
<CAPTION>
FEE TABLE                                            CLASS S
<S>                                        <C>
 SHAREHOLDER FEES, paid directly from your investment
__________________________________________________________________________
 ANNUAL OPERATING EXPENSES, deducted from fund assets 1
__________________________________________________________________________
 Management Fee                                        0.05%
 Distribution/Service (12b-1) Fee                      None
 Other Expenses 2                                      0.39
 TOTAL ANNUAL OPERATING EXPENSES 3,4,5                 0.44
__________________________________________________________________________
</TABLE>




1   Annual operating expenses reflect the expenses of both the fund and the
   Portfolio. A further discussion of the relationship between the fund and
   the Portfolio appears in the "Organizational Structure" section of this
   prospectus.

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

3   Through September 30, 2009, the Advisor has contractually agreed to waive
   all or a portion of its fees and reimburse or pay certain operating
   expenses of the fund, including expenses allocated from the Portfolio, to
   the extent necessary to maintain the fund's total operating expenses at
   0.37% for Class S shares, excluding certain expenses such as extraordinary
   expenses, taxes, brokerage and interest.



4   From October 1, 2009 to April 30, 2010, the Advisor has contractually
   agreed to waive all or a portion of its fees and reimburse or pay certain
   operating expenses of the fund, including expenses allocated from the
   Portfolio, to the extent necessary to maintain the fund's total operating
   expenses at a ratio no higher than 0.52% for Class S shares, excluding
   certain expenses such as extraordinary expenses, taxes, brokerage and
   interest.

5   Except as otherwise noted, the information in the table is based on amounts
   incurred during the fund's most recent fiscal year. It is important for
   investors to understand that a decline in the fund's average net assets
   during the current fiscal year due to recent unprecedented market
   volatility or other factors could cause the fund's expense ratios for the
   fund's current fiscal year to be higher than the expense information
   presented. Based on asset levels as of December 31, 2008, the gross
   annualized expense ratio of Class S shares is estimated at 0.52%. For more
   current expense information, see "Financial Highlights" in the fund's
   future annual or semi-annual reports.


12 | DWS S&P 500 Index Fund
<PAGE>

The information contained above and the example below reflect the aggregate
expenses for both the fund and the Portfolio.


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




<TABLE>
<CAPTION>
EXAMPLE               1 YEAR      3 YEARS      5 YEARS      10 YEARS
<S>                  <C>         <C>          <C>          <C>
 Class S shares         $45         $141         $246         $555
</TABLE>




                                                    DWS S&P 500 Index Fund  | 13
<PAGE>

OTHER POLICIES AND RISKS

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

           -  Although major changes tend to be infrequent, the fund's Board
              could change the fund's investment objective without seeking
              shareholder approval. In addition, the Board will provide
              shareholders with at least 60 days' notice prior to making any
              changes to the portfolio's 80% investment policy as described
              herein.


           -  Certain DWS funds-of-funds are permitted to invest in the fund.
              As a result, the fund may have large inflows or outflows of cash
              from time to time. This could have adverse effects on the fund's
              performance if the fund were required to sell securities or
              invest cash at times when it otherwise would not do so. This
              activity could also accelerate the realization of capital gains
              and increase the fund's transaction costs. The Advisor will
              monitor the impact of these transactions and the fund may
              discontinue such arrangements if they are not deemed to be in the
              best interests of the fund.



           For more information

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

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


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


           A complete list of the fund's portfolio holdings as of the month-end
           (in the case of a fund that is a "feeder" fund, the list of
           portfolio holdings will reflect, to the extent applicable, holdings
           of the relevant master portfolio) is posted on www.dws-
           investments.com on or about the 15th day of the following month.
           More frequent posting of portfolio holdings information may be made

           from time to time on www.dws-investments.com. The posted portfolio
           holdings information is available by fund and generally remains
           accessible at least until the date on which the fund files its Form
           N-CSR or N-Q with the Securities and Exchange Commission for the
           period that



14 | Other Policies and Risks
<PAGE>


           includes the date as of which the posted information is current. The
           fund's Statement of Additional Information includes a description of
           the fund's policies and procedures with respect to the disclosure of
           the fund's portfolio holdings.



WHO MANAGES AND OVERSEES THE FUND


           The investment advisor

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


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


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

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


                                         Who Manages and Oversees the Fund  | 15
<PAGE>

           MANAGEMENT FEE. The Advisor receives a management fee from the
           Portfolio. Pursuant to the master/feeder structure noted earlier in
           this prospectus, for the most recent fiscal year, the Portfolio paid
           0.01% as a percentage of average daily net assets.


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

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


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


16 | Who Manages and Oversees the Fund
<PAGE>

           Subadvisor for the Portfolio


           Northern Trust Investments, N.A. ("NTI"), the subadvisor for the
           Portfolio, is located at 50 South LaSalle Street, Chicago, IL 60603.
           NTI is an investment adviser registered under the Investment
           Advisers Act of 1940, as amended. It primarily manages assets for
           defined contribution and benefit plans, investment companies and
           other institutional investors. NTI is a subsidiary of The Northern
           Trust Company ("TNTC"). TNTC is an Illinois state chartered banking
           organization and a member of the Federal Reserve System. Formed in
           1889, TNTC administers and manages assets for individuals, personal
           trusts, defined contribution and benefit plans and other
           institutional and corporate clients. TNTC is the principal
           subsidiary of Northern Trust Corporation, a company that is
           regulated by the Board of Governors of the Federal Reserve System as
           a financial holding company under the U.S. Bank Holding Company Act
           of 1956, as amended. Northern Trust Corporation, through its
           subsidiaries, has for more than 100 years managed the assets of
           individuals, charitable organizations, foundations and large
           corporate investors. As of December 31, 2008, NTI and its affiliates
           had assets under custody of $3.0 trillion, and assets under
           investment management of $558.8 billion.



                                         Who Manages and Oversees the Fund  | 17
<PAGE>

Portfolio management

The following person handles the day-to-day management of the Portfolio and the
fund.

DWS S&P 500 INDEX FUND

Brent Reeder is a Senior Vice President at NTI. Mr. Reeder has had
responsibility for the Portfolio since May 2007. Mr. Reeder joined NTI in 1993.
For the past five years, he has managed quantitative equity portfolios.

The fund's Statement of Additional Information provides additional information
about a portfolio manager's investments in the fund, a description of the
portfolio management compensation structure and information regarding other
accounts managed.


18 | Who Manages and Oversees the Fund
<PAGE>

FINANCIAL HIGHLIGHTS

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


                                                      Financial Highlights  | 19
<PAGE>

DWS S&P 500 Index Fund - Class S




<TABLE>
<CAPTION>
YEARS ENDED DECEMBER 31,                 2008           2007           2006           2005           2004
<S>                                  <C>            <C>            <C>            <C>            <C>
SELECTED PER SHARE DATA
----------------------------------------------------------------------------------------------------------------
NET ASSET VALUE, BEGINNING
OF PERIOD                             $  19.49       $  18.81       $  16.56       $  16.07       $  14.79
---------------------------------     --------       --------       --------       --------       --------
Income (loss) from
investment operations:
  Net investment income
  (loss)a                                  .32            .31            .26            .23            .24
_________________________________     ________       ________       ________       ________       ________
  Net realized and unrealized
  gain (loss)                           ( 7.51)           .67           2.26            .48           1.28
---------------------------------     --------       --------       --------       --------       --------
  TOTAL FROM INVESTMENT
  OPERATIONS                            ( 7.19)           .98           2.52            .71           1.52
_________________________________     ________       ________       ________       ________       ________
Less distributions from:
  Net investment income                 (  .31)        (  .30)        (  .27)        (  .22)        (  .24)
_________________________________     ________       ________       ________       ________       ________
Redemption fees                            .00*           .00*           .00*           .00*             -
---------------------------------     --------       --------       --------       --------       --------
NET ASSET VALUE, END OF
PERIOD                                $  11.99       $  19.49       $  18.81       $  16.56       $  16.07
---------------------------------     --------       --------       --------       --------       --------
Total Return (%)b                       (37.25)          5.22          15.37           4.47          10.37
---------------------------------     --------       --------       --------       --------       --------
RATIOS TO AVERAGE NET ASSETS AND SUPPLEMENTAL DATA
----------------------------------------------------------------------------------------------------------------
Net assets, end of period
($ millions)                               343            599            631            291            314
__________________________________    ________       ________       ________       ________       ________
Ratio of expenses before
expense reductions, including
expenses allocated from DWS
Equity 500 Index Portfolio (%)             .44            .44            .50            .43            .45
__________________________________    ________       ________       ________       ________       ________
Ratio of expenses after
expense reductions, including
expenses allocated from DWS
Equity 500 Index Portfolio (%)             .39            .39            .44            .43            .45
__________________________________    ________       ________       ________       ________       ________
Ratio of net investment
income (loss) (%)                         1.95           1.58           1.51           1.44           1.57
----------------------------------    --------       --------       --------       --------       --------
DWS Equity 500 Index
Portfolio turnover rate (%)                  6              5              4              9              7
----------------------------------    --------       --------       --------       --------       --------
</TABLE>



a   Based on average shares outstanding during the period.


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


*   Amount is less than $.005.

20 | Financial Highlights
<PAGE>

HOW TO INVEST IN THE FUND

THE FOLLOWING PAGES TELL YOU HOW TO INVEST IN THE FUND AND WHAT TO EXPECT AS A
SHAREHOLDER. The following pages also tell you about many of the services,
choices and benefits of being a shareholder. You'll also find information on
how to check the status of your account using the method that's most convenient
for you.


If you're investing directly with DWS Investments, all of this information
applies to you. If you're investing through a "third party provider" - for
example, a workplace retirement plan, financial supermarket or financial
advisor - your provider may have its own policies or instructions and you
should follow those.


Please remember, CLASS S shares are generally only available to new investors
through fee-based programs of investment dealers that have special agreements
with the fund's distributor, through certain group retirement plans and through
certain registered investment advisors. These dealers and advisors typically
charge ongoing fees for services they provide.

You can find out more about the topics covered here by speaking with your
FINANCIAL ADVISOR OR A REPRESENTATIVE OF YOUR WORKPLACE RETIREMENT PLAN OR
OTHER INVESTMENT PROVIDER.

<PAGE>


How to BUY Class S Shares





<TABLE>
<CAPTION>
 FIRST INVESTMENT                             ADDITIONAL INVESTMENTS
<S>                                           <C>
 $2,500 or more for most accounts             $50 or more for most accounts and IRAs
 $1,000 or more for IRAs and UTMAs/           $50 or more for an account with an
 UGMAs                                        Automatic Investment Plan
 $1,000 or more for an account with an
 Automatic Investment Plan

 BY MAIL OR EXPRESS MAIL (SEE BELOW)

 -  Fill out and sign an application          Send a DWS Investments investment
                                              slip or short note that includes:
 -  Send it to us at the appropriate          -  fund and class name
    address, along with an investment         -  account number
    check made payable to "DWS                -  check made payable to "DWS
    Investments"                                 Investments"

 BY WIRE
 -  Call (800) 728-3337 for instructions      -  Call (800) 728-3337 for instructions

 BY PHONE
 Not available                                -  Call (800) 728-3337 for instructions

 WITH AN AUTOMATIC INVESTMENT PLAN
 -  Fill in the information on your           -  To set up regular investments from a
    application including a check for the        bank checking account, call
    initial investment and a voided check        (800) 728-3337 (minimum $50)

 USING QuickBuy
 Not available                                -  Call (800) 728-3337 to make sure
                                                 QuickBuy is set up on your account; if
                                                 it is, you can request a transfer from
                                                 your bank account of any amount
                                                 between $50 and $250,000
 ON THE INTERNET
 -  Register at                               -  Call (800) 728-3337 to ensure you have
    www.dws-investments.com or log in if         electronic services
    already registered                        -  Register at www.dws-
 -  Print out a prospectus and a new             investments.com
    account application                          or log in if already registered
 -  Complete and return the application       -  Follow the instructions for buying
    with your check                              shares with money from your bank
                                                 account
</TABLE>



--------------------------------------------------------------------------------
REGULAR MAIL:


First Investment: DWS Investments, PO Box 219356, Kansas City, MO 64121-9356
Additional Investments: DWS Investments, PO Box 219154, Kansas City, MO
64121-9154

EXPRESS, REGISTERED OR CERTIFIED MAIL:
DWS Investments, 210 West 10th Street, Kansas City, MO 64105-1614



22 | How to Buy Class S Shares
<PAGE>


How to EXCHANGE or SELL Class S Shares





<TABLE>
<CAPTION>
 EXCHANGING INTO ANOTHER FUND                    SELLING SHARES
<S>                                             <C>

 -  Exchanges into existing accounts:           Some transactions, including most for
    $50 minimum per fund                        over $100,000, can only be ordered in
                                                writing with a signature guarantee;
 -  Exchanges into new accounts:                please see "Signature Guarantee"
    $2,500 minimum per fund
    $1,000 minimum for IRAs and UTMAs/
    UGMAs

 BY PHONE                                        BY PHONE OR WIRE
 -  Call (800) 728-3337 for instructions        -  Call (800) 728-3337 for instructions

 USING THE AUTOMATED INFORMATION LINE
 -  Call (800) 728-3337 for instructions        -  Call (800) 728-3337 for instructions

 BY MAIL OR EXPRESS MAIL
 (see previous page for address)
 Your instructions should include:              Your instructions should include:
 -  the fund, class and account number          -  the fund, class and account number
    you're exchanging out of                       from which you want to sell shares
 -  the dollar amount or number of shares       -  the dollar amount or number of shares
    you want to exchange                           you want to sell
 -  the name and class of the fund you          -  your name(s), signature(s) and
    want to exchange into                          address, as they appear on your
                                                   account
 -  your name(s), signature(s) and
    address, as they appear on your             -  a daytime telephone number
    account
 -  a daytime telephone number

 WITH AN AUTOMATIC EXCHANGE PLAN                 WITH AN AUTOMATIC WITHDRAWAL PLAN
 -  To set up regular exchanges from a          -  To set up regular cash payments from
    fund account, call (800) 728-3337              a DWS fund account, call
                                                  (800) 728-3337

 USING QuickSell
 Not available                                  -  Call (800) 728-3337 to make sure
                                                   QuickSell is set up on your account; if
                                                   it is, you can request a transfer to your
                                                   bank account of any amount between
                                                   $50 and $250,000
 ON THE INTERNET
 -  Register at www.dws-                        -  Register at www.dws-
    investments.com or log in if already           investments.com or log in if already
    registered                                     registered
 -  Follow the instructions for making on-      -  Follow the instructions for making on-
    line exchanges                                 line redemptions
</TABLE>



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


<TABLE>
<S>               <C>
TO REACH US:      WEB SITE: www.dws-investments.com
                  TELEPHONE REPRESENTATIVE: (800) 728-3337, M-F, 9 a.m. - 6 p.m. ET
                  TDD LINE: (800) 972-3006, M-F, 9 a.m.- 6 p.m. ET
</TABLE>




                                    How to Sell or Exchange Class S Shares  | 23
<PAGE>

           Financial intermediary support payments


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


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


24 | How to Sell or Exchange Class S Shares
<PAGE>


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

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


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


                                    How to Sell or Exchange Class S Shares  | 25
<PAGE>

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



POLICIES YOU SHOULD KNOW ABOUT


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

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

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

           In order to reduce the amount of mail you receive and to help reduce
           expenses, we generally send a single copy of any shareholder report
           and prospectus to each household. If you do not want the mailing of
           these documents to be combined with those for other members of your
           household, please contact your financial advisor or call (800)
           728-3337.

           Policies about transactions

           THE FUND IS OPEN FOR BUSINESS each day the New York Stock Exchange
           is open. The fund calculates its share price for each class every
           business day, as of the close of regular trading on the New York
           Stock Exchange (typically 4:00 p.m. Eastern time, but sometimes
           earlier, as in the case of scheduled half-day trading or unscheduled
           suspensions of trading). You can place an order to buy or sell
           shares at any time.



THE FOLLOWING SIDEBAR TEXT APPEARS NEXT TO THE PRECEDING PARAGRAPHS



Questions? You can speak to a DWS Investments  representative between 9 a.m. and
6 p.m. Eastern time on any fund business day by calling (800) 728-3337.



26 | Policies You Should Know About
<PAGE>

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

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

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

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

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

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

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


           INITIAL PURCHASE MINIMUMS. The minimum initial investment is $2,500,
           except for investments on behalf of participants in certain
           fee-based and wrap programs offered through certain financial
           intermediaries approved by the Advisor, for which there is no
           minimum initial investment; and fiduciary accounts such as



                                            Policies You Should Know About  | 27
<PAGE>

           IRAs and custodial accounts such as Uniform Gifts to Minors Act and
           Uniform Transfers to Minors Act accounts for which the minimum
           initial investment is $1,000 per account. In addition, the minimum
           initial investment is $1,000 if an automatic investment plan of $50
           per month is established. Group retirement plans and certain other
           accounts have similar or lower minimum share balance requirements.


           SUB-MINIMUM BALANCES. Because of the high cost of servicing accounts
           with low balances, an account maintenance fee of $6.25 per quarter
           (for a $25 annual fee) will be assessed on accounts whose balances
           fail to meet the minimum initial investment requirement for a period
           of 90 days prior to the assessment date. The quarterly assessment
           will occur on or about the 15th of the last month in each calendar
           quarter. Please note that the fee will be assessed on accounts that
           fall below the minimum for any reason, including due to market value
           fluctuations, redemptions or exchanges. The account maintenance fee
           will apply to all shareholders of the DWS funds except for: accounts
           with an automatic investment plan, accounts held in an omnibus
           account through a financial services firm, accounts maintained on
           behalf of participants in certain fee based and wrap programs
           offered through certain financial intermediaries approved by the
           Advisor and participant level accounts in group retirement plans
           held on the records of a retirement plan record keeper.

           The fund may close your account and send you the proceeds if your
           balance falls below $2,500 ($1,000 with an Automatic Investment Plan
           funded with $50 or more per month in subsequent investments); $250
           for retirement accounts. We will give you 60 days' notice (90 days
           for retirement accounts) so you can either increase your balance or
           close your account (these policies don't apply to investors with
           $100,000 or more in DWS fund shares, investors in certain fee-based
           and wrap programs offered through certain financial intermediaries
           approved by the Advisor, or group retirement plans and certain other
           accounts having lower minimum share balance requirements).


           SUBSEQUENT INVESTMENTS. The minimum subsequent investment is $50.
           However, there is no minimum investment requirement for subsequent
           investments on behalf of participants in certain fee-based and wrap
           programs offered through certain financial intermediaries approved
           by the Advisor.


28 | Policies You Should Know About
<PAGE>

           MARKET TIMING POLICIES AND PROCEDURES. Short-term and excessive
           trading of fund shares may present risks to long-term shareholders,
           including potential dilution in the value of fund shares,
           interference with the efficient management of the fund's portfolio
           (including losses on the sale of investments), taxable gains to
           remaining shareholders and increased brokerage and administrative
           costs. These risks may be more pronounced if the fund invests in
           certain securities, such as those that trade in foreign markets, are
           illiquid or do not otherwise have "readily available market
           quotations." Certain investors may seek to employ short-term trading
           strategies aimed at exploiting variations in portfolio valuation
           that arise from the nature of the securities held by the fund (e.g.,
           "time zone arbitrage"). The fund discourages short-term and
           excessive trading and has adopted policies and procedures that are
           intended to detect and deter short-term and excessive trading.


           The fund also reserves the right to reject or cancel a purchase or
           exchange order for any reason without prior notice. For example, the
           fund may in its discretion reject or cancel a purchase or an
           exchange order even if the transaction is not subject to the
           specific roundtrip transaction limitation described below if the
           Advisor believes that there appears to be a pattern of short-term or
           excessive trading activity by a shareholder or deems any other
           trading activity harmful or disruptive to the fund. The fund,
           through its Advisor and transfer agent, will measure short-term and
           excessive trading by the number of roundtrip transactions within a
           shareholder's account during a rolling 12-month period. A
           "roundtrip" transaction is defined as any combination of purchase
           and redemption activity (including exchanges) of the same fund's
           shares. The fund may take other trading activity into account if the
           fund believes such activity is of an amount or frequency that may be
           harmful to long-term shareholders or disruptive to portfolio
           management.



           Shareholders are limited to four roundtrip transactions in the same
           DWS fund (excluding money market funds) over a rolling 12-month
           period. Shareholders with four or more roundtrip transactions in the
           same DWS fund within a rolling 12-month period generally will be
           blocked from making additional purchases of, or exchanges into, that
           DWS fund. The fund has sole discretion whether to remove a block
           from a shareholder's account. The rights of a shareholder to redeem
           shares of a DWS fund are not affected by the four roundtrip
           transaction limitation.



                                            Policies You Should Know About  | 29
<PAGE>


           The fund may make exceptions to the roundtrip transaction policy for
           certain types of transactions if, in the opinion of the Advisor, the
           transactions do not represent short-term or excessive trading or are
           not abusive or harmful to the fund, such as, but not limited to,
           systematic transactions, required minimum retirement distributions,
           transactions initiated by the fund or administrator and transactions
           by certain qualified funds-of-funds.

           In certain circumstances where shareholders hold shares of the fund
           through a financial intermediary, the fund may rely upon the
           financial intermediary's policy to deter short-term or excessive
           trading if the Advisor believes that the financial intermediary's
           policy is reasonably designed to detect and deter transactions that
           are not in the best interests of the fund. A financial
           intermediary's policy relating to short-term or excessive trading
           may be more or less restrictive than the DWS funds' policy, may
           permit certain transactions not permitted by the DWS funds'
           policies, or prohibit transactions not subject to the DWS funds'
           policies.


           The Advisor may also accept undertakings from a financial
           intermediary to enforce short-term or excessive trading policies on
           behalf of the fund that provide a substantially similar level of
           protection for the fund against such transactions. For example,
           certain financial intermediaries may have contractual, legal or
           operational restrictions that prevent them from blocking an account.
           In such instances, the financial intermediary may use alternate
           techniques that the Advisor considers to be a reasonable substitute
           for such a block.

           In addition, if the fund invests some portion of its assets in
           foreign securities, it has adopted certain fair valuation practices
           intended to protect the fund from "time zone arbitrage" with respect
           to its foreign securities holdings and other trading practices that
           seek to exploit variations in portfolio valuation that arise from
           the nature of the securities held by the fund. (See "How the fund
           calculates share price.")

           There is no assurance that these policies and procedures will be
           effective in limiting short-term and excessive trading in all cases.
           For example, the Advisor may not be able to effectively monitor,
           detect or limit short-term or excessive trading by underlying
           shareholders that occurs through omnibus accounts maintained by
           broker-dealers or other financial intermediaries. The Advisor


30 | Policies You Should Know About
<PAGE>

           reviews trading activity at the omnibus level to detect short-term
           or excessive trading. If the Advisor has reason to suspect that
           short-term or excessive trading is occurring at the omnibus level,
           the Advisor will contact the financial intermediary to request
           underlying shareholder level activity. Depending on the amount of
           fund shares held in such omnibus accounts (which may represent most
           of the fund's shares) short-term and/or excessive trading of fund
           shares could adversely affect long-term shareholders in the fund. If
           short-term or excessive trading is identified, the Advisor will take
           appropriate action.


           The fund's market timing policies and procedures may be modified or
           terminated at any time.

           THE AUTOMATED INFORMATION LINE IS AVAILABLE 24 HOURS A DAY BY
           CALLING (800) 728-3337. You can use our automated phone services to
           get information on DWS funds generally and on accounts held directly
           at DWS Investments. You can also use this service to make exchanges
           and to purchase and sell shares.

           QUICKBUY AND QUICKSELL allow you to set up an electronic link
           between a DWS fund account and a bank account. Once this link is in
           place, you can move money between the two with a phone call. You'll
           need to make sure your bank has Automated Clearing House (ACH)
           services. Transactions take two to three days to be completed and
           there is a $50 minimum and a $250,000 maximum. To set up QuickBuy or
           QuickSell on a new account, see the account application; to add it
           to an existing account, call (800) 728-3337.

           TELEPHONE AND ELECTRONIC TRANSACTIONS. Generally, you are
           automatically entitled to telephone check redemption and
           exchange privileges, but you may elect not to have them when you
           open your account or by contacting Shareholder Services at (800)
           728-3337 at a later date.

           Since many transactions may be initiated by telephone or
           electronically, it's important to understand that as long as we take
           reasonable steps to ensure that an order to purchase or redeem
           shares is genuine, such as recording calls or requesting personal
           security information, we are not responsible for any losses that may
           occur as a result. For transactions conducted over the Internet, we
           recommend the use of a secure Internet browser. In addition, you
           should verify the accuracy of your confirmation statements
           immediately after you receive them.






THE FOLLOWING SIDEBAR TEXT APPEARS NEXT TO THE PRECEDING PARAGRAPHS

The DWS Investments Web site can be a valuable  resource for  shareholders  with
Internet access. Go to  WWW.DWS-INVESTMENTS.COM  to get up-to-date  information,
review balances or even place orders for exchanges.




                                            Policies You Should Know About  | 31
<PAGE>

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

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


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

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

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






THE FOLLOWING SIDEBAR TEXT APPEARS NEXT TO THE PRECEDING PARAGRAPHS

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









32 | Policies You Should Know About
<PAGE>

           SELLING SHARES OF TRUST ACCOUNTS AND BUSINESS OR ORGANIZATION
           ACCOUNTS may require additional documentation. Please call (800)
           728-3337 or contact your financial advisor for more information.


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


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


           How the fund calculates share price

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


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



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



                                            Policies You Should Know About  | 33
<PAGE>


           WE TYPICALLY VALUE SECURITIES USING INFORMATION FURNISHED BY AN
           INDEPENDENT PRICING SERVICE OR MARKET QUOTATIONS, WHERE APPROPRIATE.
           However, we may use methods approved by the Board, such as a fair
           valuation model, which are intended to reflect fair value when
           pricing service information or market quotations are not readily
           available or when a security's value or a meaningful portion of the
           value of the fund's portfolio is believed to have been materially
           affected by a significant event, such as a natural disaster, an
           economic event like a bankruptcy filing, or a substantial
           fluctuation in domestic or foreign markets that has occurred between
           the close of the exchange or market on which the security is
           principally traded (for example, a foreign exchange or market) and
           the close of the New York Stock Exchange. In such a case, the fund's
           value for a security is likely to be different from the last quoted
           market price or pricing service information. In addition, due to the
           subjective and variable nature of fair value pricing, it is possible
           that the value determined for a particular asset may be materially
           different from the value realized upon such asset's sale.



           Other rights we reserve

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

           -  withdraw or suspend the offering of shares at any time


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


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

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


34 | Policies You Should Know About
<PAGE>


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


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

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


UNDERSTANDING DISTRIBUTIONS AND TAXES


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

           THE FUND INTENDS TO PAY DIVIDENDS TO ITS SHAREHOLDERS IN MARCH, JUNE,
           SEPTEMBER AND DECEMBER. The fund intends to pay to its shareholders
           net realized long-term and short-term capital gains in December. If
           necessary, the fund may distribute at other times at well.

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




THE FOLLOWING SIDEBAR TEXT APPEARS NEXT TO THE PRECEDING PARAGRAPHS

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



                                     Understanding Distributions and Taxes  | 35
<PAGE>

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


           YOU CAN CHOOSE HOW TO RECEIVE YOUR DIVIDENDS AND DISTRIBUTIONS. You
           can have them all automatically reinvested in fund shares (at NAV),
           all deposited directly to your bank account or all sent to you by
           check, have one type reinvested and the other sent to you by check
           or have them invested in a different fund. Tell us your preference
           on your application. If you don't indicate a preference, your
           dividends and distributions will all be reinvested in shares of the
           fund without a sales charge (if applicable). Distributions are
           treated the same for federal income tax purposes whether you receive
           them in cash or reinvest them in additional shares. Under the terms
           of employer-sponsored qualified plans, and retirement plans,
           reinvestment (at NAV) is the only option.


           BUYING, SELLING OR EXCHANGING FUND SHARES WILL USUALLY HAVE FEDERAL
           INCOME TAX CONSEQUENCES FOR YOU (except in employer-sponsored
           qualified plans, IRAs or other tax-advantaged accounts). Your sale
           of shares may result in a capital gain or loss. The gain or loss
           will be long-term or short-term depending on how long you owned the
           shares that were sold. For federal income tax purposes, an exchange
           is treated the same as a sale.

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


36 | Understanding Distributions and Taxes
<PAGE>

           THE FEDERAL INCOME TAX STATUS of the fund's earnings you receive and
           your own fund transactions generally depends on their type:


<TABLE>
<CAPTION>
GENERALLY TAXED AT LONG-TERM                          GENERALLY TAXED AT ORDINARY
CAPITAL GAIN RATES:                                   INCOME RATES:
<S>                                                   <C>
DISTRIBUTIONS FROM THE FUND
- gains from the sale of                              -  gains from the sale of
  securities held (or treated as                         securities held by the fund for
  held) by the fund for more                             one year or less
  than one year                                       -  all other taxable income
- qualified dividend income

TRANSACTIONS INVOLVING FUND
SHARES
- gains from selling fund                             -  gains from selling fund
  shares held for more than                              shares held for one year or
  one year                                               less
</TABLE>



           ANY DIRECT INVESTMENTS IN FOREIGN SECURITIES BY THE FUND MAY BE
           SUBJECT TO FOREIGN WITHHOLDING TAXES. In that case, the fund's yield
           on those securities would generally be decreased. Shareholders
           generally will not be entitled to claim a credit or deduction with
           respect to foreign taxes paid by the fund. In addition, any
           investments in foreign securities or foreign currencies may increase
           or accelerate the fund's recognition of ordinary income and may
           affect the timing or amount of the fund's distributions. If you
           invest in the fund through a taxable account, your after-tax return
           could be negatively affected.

           Investments in certain debt obligations or other securities may
           cause the fund to recognize taxable income in excess of the cash
           generated by them. Thus, the fund could be required at times to
           liquidate other investments in order to satisfy its distribution
           requirements.

           For taxable years beginning before January 1, 2011, distributions to
           individuals and other noncorporate shareholders of investment income
           designated by the fund as derived from qualified dividend income are
           eligible for taxation for federal income tax purposes at the more
           favorable long-term capital gain rates. Qualified dividend income
           generally includes dividends received by the fund from domestic and
           some foreign corporations. It does not include income from
           investments in debt securities  or, generally, from real estate
           investment trusts. In addition, the fund must meet certain holding
           period



                                     Understanding Distributions and Taxes  | 37
<PAGE>


           and other requirements with respect to the dividend-paying stocks in
           its portfolio and the shareholder must meet certain holding period
           and other requirements with respect to the fund's shares for the
           lower tax rates to apply.

           For taxable years beginning before January 1, 2011, the maximum
           federal income tax rate imposed on long-term capital gains
           recognized by individuals and other noncorporate shareholders has
           been temporarily reduced to 15%, in general, with lower rates
           applying to taxpayers in the 10% and 15% rate brackets. For taxable
           years beginning on or after January 1, 2011, the maximum long-term
           capital gain rate is scheduled to return to 20%.


           YOUR FUND WILL SEND YOU DETAILED FEDERAL INCOME TAX INFORMATION
           EVERY JANUARY. These statements tell you the amount and the federal
           income tax classification of any dividends or distributions you
           received. They also have certain details on your purchases and sales
           of shares.


           IF YOU INVEST RIGHT BEFORE THE FUND PAYS A DIVIDEND, you'll be
           getting some of your investment back as a taxable dividend. You can
           avoid this by investing after the fund pays a dividend. In tax-
           advantaged retirement accounts you generally do not need to worry
           about this.

           If the fund's distributions exceed its current and accumulated
           earnings and profits, the excess will be treated for federal income
           tax purposes as a tax-free return of capital to the extent of your
           basis in your shares and thereafter as a gain from the sale or
           exchange of your shares. Because a return of capital distribution
           reduces the basis of your shares, a return of capital distribution
           may result in a higher capital gain or a lower capital loss when you
           sell your shares.


           CORPORATIONS are taxed at the same rates on ordinary income and
           capital gains but may be eligible for a dividends-received deduction
           for a portion of the income dividends they receive from the fund,
           provided certain holding period and other requirements are met.

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


38 | Understanding Distributions and Taxes
<PAGE>

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



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


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


                                                                  Appendix  | 39
<PAGE>

                       DWS S&P 500 Index Fund - Class S




<TABLE>
<CAPTION>
              MAXIMUM           INITIAL HYPOTHETICAL                 ASSUMED RATE
           SALES CHARGE:             INVESTMENT:                      OF RETURN:
               0.00%                   $10,000                            5%
                                                              HYPOTHETICAL
             CUMULATIVE        ANNUAL       CUMULATIVE          YEAR-END
           RETURN BEFORE        FUND       RETURN AFTER      BALANCE AFTER      ANNUAL FEES
              FEES AND        EXPENSE        FEES AND           FEES AND            AND
YEAR          EXPENSES         RATIOS        EXPENSES           EXPENSES         EXPENSES
<S>       <C>                <C>          <C>               <C>                <C>
   1            5.00%        0.44%              4.56%       $ 10,456.00         $  45.00
   2           10.25%        0.44%              9.33%       $ 10,932.79         $  47.06
   3           15.76%        0.44%             14.31%       $ 11,431.33         $  49.20
   4           21.55%        0.44%             19.53%       $ 11,952.60         $  51.44
   5           27.63%        0.44%             24.98%       $ 12,497.64         $  53.79
   6           34.01%        0.44%             30.68%       $ 13,067.53         $  56.24
   7           40.71%        0.44%             36.63%       $ 13,663.41         $  58.81
   8           47.75%        0.44%             42.86%       $ 14,286.46         $  61.49
   9           55.13%        0.44%             49.38%       $ 14,937.92         $  64.29
  10           62.89%        0.44%             56.19%       $ 15,619.09         $  67.23
  TOTAL                                                                         $ 554.55
</TABLE>




40 | Appendix
<PAGE>

TO GET MORE INFORMATION

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

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


For a free copy of any of these documents or to request other information about
the fund, call (800) 728-3337, or contact DWS Investments at the address listed
below. The fund's SAI and shareholder reports are also available through the
DWS Investments Web site at www.dws-investments.com. These documents and other
information about the fund are available from the EDGAR Database on the SEC's
Internet site at www.sec.gov. If you like, you may obtain copies of this
information, after paying a copying fee, by e-mailing a request to
publicinfo@sec.gov or by writing the SEC at the address listed below. You can
also review and copy these documents and other information about the fund,
including the fund's SAI, at the SEC's Public Reference Room in Washington,
D.C. Information on the operation of the SEC's Public Reference Room may be
obtained by calling (800) SEC-0330.




<TABLE>
<CAPTION>
DWS INVESTMENTS      SEC                     DISTRIBUTOR
-----------------    --------------------    ------------------------------
<S>                  <C>                     <C>
PO Box 219151        100 F Street, N.E.      DWS Investments Distributors,
Kansas City, MO      Washington, D.C.        Inc.
64121-9151           20549-0102              222 South Riverside Plaza
WWW.DWS-             WWW.SEC.GOV             Chicago, IL 60606-5808
INVESTMENTS.COM      (800) SEC-0330          (800) 621-1148
(800) 728-3337
</TABLE>




<TABLE>
<S>                       <C>                         <C>
SEC FILE NUMBER:
DWS Investment Trust      DWS S&P 500 Index Fund      811-43
</TABLE>







(05/01/09) 301-2
[RECYCLE GRAPHIC APPEARS HERE]
                                                          [DWS INVESTMENTS LOGO]
                                                             Deutsche Bank Group
<PAGE>

   SUPPLEMENT TO THE CURRENTLY EFFECTIVE STATEMENTS OF ADDITIONAL INFORMATION
                          OF EACH OF THE LISTED FUNDS:

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




DWS Core Plus Income Fund                       DWS S&P 500 Index Fund
DWS Equity 500 Index Fund                       DWS U.S. Bond Index Fund



The above-referenced funds will impose a 2% redemption fee on fund shares
acquired (either by purchase or exchange) prior to June 1, 2009, to the extent
such fund shares are redeemed or exchanged within 15 days of purchase.

Until June 1, 2009, the following information supplements "Redemptions" in the
"Purchase and Redemption of Shares" section of the Fund's Statements of
Additional Information:


Redemption fee. The Fund will impose a redemption fee of 2% of the total
redemption amount (calculated at net asset value, without regard to the effect
of any contingent deferred sales charge; any contingent deferred sales charge is
also assessed on the total redemption amount without regard to the assessment of
the 2% redemption fee) on all fund shares redeemed or exchanged within 15 days
of buying them (either by purchase or exchange). The redemption fee is paid
directly to the Fund, and is designed to encourage long-term investment and to
offset transaction and other costs associated with short-term or excessive
trading. For purposes of determining whether the redemption fee applies, shares
held the longest time will be treated as being redeemed first and shares held
the shortest time will be treated as being redeemed last. The redemption fee is
applicable to Fund shares purchased either directly or through a financial
intermediary, such as a broker-dealer. Transactions through financial
intermediaries typically are placed with the Fund on an omnibus basis and
include both purchase and sale transactions placed on behalf of multiple
investors. These purchase and sale transactions are generally netted against one
another and placed on an aggregate basis; consequently the identities of the
individuals on whose behalf the transactions are placed generally are not known
to the Fund. For this reason, the Fund has undertaken to notify financial
intermediaries of their obligation to assess the redemption fee on customer
accounts and to collect and remit the proceeds to the Fund. However, due to
operational requirements, the intermediaries' methods for tracking and
calculating the fee may be inadequate or differ in some respects from the Fund.





               Please Retain This Supplement for Future Reference










May 1, 2009

<PAGE>

                       STATEMENT OF ADDITIONAL INFORMATION

                                   May 1, 2009



                              DWS INVESTMENT TRUST
                             DWS S&P 500 Index Fund
                               Classes A, B and C






This Statement of Additional Information ("SAI") is not a prospectus and should
be read in conjunction with the prospectus for the Fund for Class A, Class B and
Class C shares, dated May 1, 2009 for DWS S&P 500 Index Fund (the "Fund"), as
series of DWS Investment Trust (the "Trust") as amended from time to time (the
"Prospectus"), a copy of which may be obtained without charge by contacting DWS
Investments Distributors, Inc. ("DIDI" or the "Distributor"), 222 South
Riverside Plaza, Chicago, Illinois 60606, (800) 621-1148 or from the firm from
which this SAI was obtained. The Prospectus is also available along with other
related materials on the Securities and Exchange Commission's (the "SEC" or
"Commission") Internet Web site (http://www.sec.gov).


The Fund is a feeder fund in a master/feeder fund arrangement. The Fund pursues
its investment objective by investing substantially all of its assets in a
master portfolio -- the DWS Equity 500 Index Portfolio (the "Portfolio"), which
has the same investment objective and is subject to the same investment risks as
the Fund. Because the Fund invests substantially all of its assets in the
Portfolio, references herein to investments, strategies and risks of the
Portfolio should be construed to apply indirectly to the Fund.


Portions of the Annual Report to Shareholders of the Fund, dated December 31,
2008, are incorporated herein by reference, as specified herein. A copy of the
Fund's Annual Report may be obtained without charge from Shareholder Services by
calling (800) 621-1048.


This SAI is incorporated by reference into the Prospectus of the Fund.


                                TABLE OF CONTENTS

                                                                          Page

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

INVESTMENT POLICIES AND TECHNIQUES..........................................5
   Portfolio Holdings Information..........................................13


MANAGEMENT OF THE FUND AND PORTFOLIO.......................................14
   Investment Advisor for the Fund and Portfolio...........................14
   Subadvisor..............................................................18

FUND SERVICE PROVIDERS.....................................................22
   Administrator for the Fund and Portfolio................................22
   Distributor.............................................................23
   Independent Registered Public Accounting Firm...........................28
   Legal Counsel...........................................................28
   Custodian, Transfer Agent and Shareholder Service Agent.................28

PORTFOLIO TRANSACTIONS.....................................................30

PURCHASE AND REDEMPTION OF SHARES..........................................35

DIVIDENDS..................................................................55

TAXES......................................................................56

NET ASSET VALUE............................................................67

BOARD MEMBERS AND OFFICERS.................................................68

FUND ORGANIZATION..........................................................86

PROXY VOTING GUIDELINES....................................................87

FINANCIAL STATEMENTS.......................................................89

ADDITIONAL INFORMATION.....................................................89

APPENDIX A -- PROXY VOTING GUIDELINES......................................90

APPENDIX B -- RATINGS OF INVESTMENTS......................................115




                             INVESTMENT RESTRICTIONS

As used in this SAI, "Fund" means the DWS S&P 500 Index Fund and "Portfolio"
means the DWS Equity 500 Index Portfolio, in which the Fund invests
substantially all of its assets.

Except as otherwise indicated, the Fund's investment objective and policies are
not fundamental and may be changed without a vote of shareholders. There can be
no assurance that the Fund's objective will be met.

Any investment restrictions herein which involve a maximum percentage of
securities or assets shall not be considered to be violated unless an excess
over the percentage occurs immediately after and is caused by an acquisition or
encumbrance of securities or assets of, or borrowings by, the Portfolio.

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

A diversified fund may not, with respect to 75% of total assets, invest more
than 5% of its total assets in the securities of a single issuer (other than US
government securities or securities of investment companies) or invest in more
than 10% of the outstanding voting securities of such issuer.

As a matter of fundamental policy, the Portfolio (or Fund) may not (except that
no investment restriction of the Fund shall prevent the Fund from investing all
or substantially all of its assets in an open-end investment company with
substantially the same investment objective):

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

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

(3)      concentrate its investments in a particular industry, as that term is
         used in the 1940 Act, as amended, and as interpreted or modified by
         regulatory authority having jurisdiction, from time to time;

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

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

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

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

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

The Trustees of the Trust have voluntarily adopted certain investment policies
and restrictions, which are observed in the conduct of the Fund's affairs. These
represent intentions of the Trustees based upon current circumstances.
Nonfundamental policies may be changed by the Trustees of the Trust without
requiring prior notice to or approval of shareholders.

As a matter of nonfundamental policy, the Fund and the Portfolio may not:

(1)      borrow money (including through dollar roll transactions) for any
         purpose in excess of 10% of the Fund's (Portfolio's) assets (taken at
         cost) except that the Fund (Portfolio) may borrow for temporary or
         emergency purposes up to 1/3 of its net assets;

(2)      pledge, mortgage or hypothecate for any purpose in excess of 10% of the
         Fund's (Portfolio's) total assets (taken at market value), provided
         that collateral arrangements with respect to options and futures,
         including deposits of initial deposit and variation margin, and reverse
         repurchase agreements are not considered a pledge of assets for
         purposes of this restriction;

(3)      purchase any security or evidence of interest therein on margin, except
         that such short-term credit as may be necessary for the clearance of
         purchases and sales of securities may be obtained and except that
         deposits of initial deposit and variation margin may be made in
         connection with the purchase, ownership, holding or sale of futures;

(4)      sell any security which it does not own unless by virtue of its
         ownership of other securities it has at the time of sale a right to
         obtain securities, without payment of further consideration, equivalent
         in kind and amount to the securities sold and provided that if such
         right is conditional the sale is made upon the same conditions;

(5)      invest for the purpose of exercising control or management;

(6)      purchase securities issued by any investment company except by purchase
         in the open market where no commission or profit to a sponsor or dealer
         results from such purchase other than the customary broker's
         commission, or except when such purchase, though not made in the open
         market, is part of a plan of merger or consolidation; provided,
         however, that securities of any investment company will not be
         purchased for the Fund (Portfolio) if such purchase at the time thereof
         would cause (a) more than 10% of the Fund's (Portfolio's) total assets
         (taken at the greater of cost or market value) to be invested in the
         securities of such issuers; (b) more than 5% of the Fund's
         (Portfolio's) total assets (taken at the greater of cost or market
         value) to be invested in any one investment company; or (c) more than
         3% of the outstanding voting securities of any such issuer to be held
         for the Fund (Portfolio), unless permitted to exceed these limitations
         by an exemptive order of the Securities and Exchange Commission (the
         "SEC"); provided further that, except in the case of merger or
         consolidation, the Fund (Portfolio) shall not invest in any other
         open-end investment company unless the Fund (Portfolio) (1) waives the
         investment advisory fee with respect to assets invested in other
         open-end investment companies and (2) incurs no sales charge in
         connection with the investment (as an operating policy the Fund
         (Portfolio) will not invest in another open-end registered investment
         company);

(7)      invest more than 15% of the Fund's (Portfolio's) net assets (taken at
         the greater of cost or market value) in securities that are illiquid or
         not readily marketable, not including (a) Rule 144A securities that
         have been determined to be liquid by the Board of Trustees; and (b)
         commercial paper that is sold under section 4(2) of the 1933 Act which:
         (i) is not traded flat or in default as to interest or principal; and
         (ii) is rated in one of the two highest categories by at least two
         nationally recognized statistical rating organizations and the Fund's
         (Portfolio's) Board of Trustees has determined the commercial paper to
         be liquid; or (iii) is rated in one of the two highest categories by
         one nationally recognized statistical rating agency and the Fund's
         (Portfolio's) Board of Trustees has determined that the commercial
         paper is equivalent quality and is liquid;

(8)      make short sales of securities or maintain a short position, unless at
         all times when a short position is open it owns an equal amount of such
         securities or securities convertible into or exchangeable, without
         payment of any further consideration, for securities of the same issue
         and equal in amount to, the securities sold short, and unless not more
         than 10% of the Portfolio's (Fund's) net assets (taken at market value)
         is represented by such securities, or securities convertible into or
         exchangeable for such securities, at any one time (the Portfolio (Fund)
         have no current intention to engage in short selling);

(9)      write puts and calls on securities unless each of the following
         conditions is met: (a) the security underlying the put or call is
         within the investment policies of the Fund (Portfolio) and the option
         is issued by the Options Clearing Corporation, except for put and call
         options issued by non-US entities or listed on non-US securities or
         commodities exchanges; (b) the aggregate value of the obligations
         underlying the puts determined as of the date the options are sold
         shall not exceed 50% of the Fund's (Portfolio's) net assets; (c) the
         securities subject to the exercise of the call written by the Fund
         (Portfolio) must be owned by the Fund (Portfolio) at the time the call
         is sold and must continue to be owned by the Fund (Portfolio) until the
         call has been exercised, has lapsed, or the Fund (Portfolio) has
         purchased a closing call, and such purchase has been confirmed, thereby
         extinguishing the Fund's (Portfolio's) obligation to deliver securities
         pursuant to the call it has sold; and (d) at the time a put is written,
         the Fund (Portfolio) establishes a segregated account with its
         custodian consisting of cash or short-term US Government securities
         equal in value to the amount the Fund (Portfolio) will be obligated to
         pay upon exercise of the put (this account must be maintained until the
         put is exercised, has expired, or the Fund (Portfolio) has purchased a
         closing put, which is a put of the same series as the one previously
         written);

(10)     buy and sell puts and calls on securities, stock index futures or
         options on stock index futures, or financial futures or options on
         financial futures unless such futures or options are written by other
         persons and: (a) the options or futures are offered through the
         facilities of a national securities association or are listed on a
         national securities or commodities exchange, except for put and call
         options issued by non-US entities or listed on non-US securities or
         commodities exchanges; (b) the aggregate premiums paid on all such
         options which are held at any time do not exceed 20% of the Fund's
         (Portfolio's) total net assets; and (c) the aggregate margin deposits
         required on all such futures or options thereon held at any time do not
         exceed 5% of the Fund's (Portfolio's) total assets; and

(11)     acquire the securities of registered open-end investment companies or
         registered unit investment trusts in reliance on Section 12(d)(1)(F) or
         12(d)(1)(G) of the 1940 Act.

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

Additional Information Regarding the S&P 500 Index

The Fund is not sponsored, endorsed, sold or promoted by the Standard & Poor's
Division of The McGraw-Hill Companies, Inc. ("S&P"). S&P makes no representation
or warranty, express or implied, to the shareholders of the DWS S&P 500 Index
Fund or any member of the public regarding the advisability of investing in
securities generally, or in the Fund particularly or the ability of the S&P 500
Composite Stock Price Index (the "S&P 500 Index") to track general stock market
performance. S&P's only relationship to the Advisor and Fund is the licensing of
certain trademarks and trade names of S&P and of the S&P 500 Index which is
determined, composed and calculated by S&P without regard to the Advisor or the
Fund. S&P has no obligation to take the needs of the Advisor or the shareholders
of the Fund into consideration in determining, composing or calculating the S&P
500 Index. S&P is not responsible for and has not participated in the
determination of the prices and amount of the Fund, or the timing of the
issuance or sale of shares of the Fund or in the determination or calculation of
the equation by which the Fund is to be converted into cash. S&P has no
obligation or liability in connection with the administration, marketing or
trading in the shares of the Fund.

S&P DOES NOT GUARANTEE THE ACCURACY AND/OR THE COMPLETENESS OF THE S&P 500 INDEX
OR ANY DATA INCLUDED THEREIN AND S&P SHALL HAVE NO LIABILITY FOR ANY ERRORS,
OMISSIONS, OR INTERRUPTIONS THEREIN. S&P MAKES NO WARRANTY, EXPRESS OR IMPLIED,
AS TO RESULTS TO BE OBTAINED BY THE ADVISOR, DWS S&P 500 INDEX FUND,
SHAREHOLDERS OF THE DWS S&P 500 INDEX FUND, OR ANY OTHER PERSON OR ENTITY FROM
THE USE OF THE S&P 500 INDEX OR ANY DATA INCLUDED THEREIN. S&P MAKES NO EXPRESS
OR IMPLIED WARRANTIES, AND EXPRESSLY DISCLAIMS ALL WARRANTIES OF MERCHANTABILITY
OR FITNESS FOR A PARTICULAR PURPOSE OR USE WITH RESPECT TO THE S&P 500 INDEX OR
ANY DATA INCLUDED THEREIN. WITHOUT LIMITING ANY OF THE FOREGOING, IN NO EVENT
SHALL S&P HAVE ANY LIABILITY FOR ANY SPECIAL, PUNITIVE, INDIRECT, OR
CONSEQUENTIAL DAMAGES (INCLUDING LOST PROFITS), EVEN IF NOTIFIED OF THE
POSSIBILITY OF SUCH DAMAGES.


Special Information Concerning Master-Feeder Fund Structure. Unlike other
open-end management investment companies (mutual funds) which directly acquire
and manage their own portfolio securities, the Fund seeks to achieve its
investment objective by investing substantially all of its assets in the
Portfolio, a separate registered investment company with the same investment
objective as the Fund. Therefore, an investor's interest in the Portfolio's
securities is indirect. In addition to selling a beneficial interest to the
Fund, the Portfolio may sell beneficial interests to other mutual funds,
investment vehicles or institutional investors. Such investors will invest in
the Portfolio on the same terms and conditions and will pay a proportionate
share of the Portfolio's expenses. However, the other investors investing in the
Portfolio are not required to sell their shares at the same public offering
price as the Fund due to variations in sales commissions and other operating
expenses. Therefore, investors in the Fund should be aware that these
differences may result in differences in returns experienced by investors in the
different funds that invest in the Portfolio. Such differences in returns are
also present in other mutual fund structures. Information concerning other
holders of interests in the Portfolio is available from DWS Investments at (800)
621-1048.


Smaller funds investing in the Portfolio may be materially affected by the
actions of larger funds investing in the Portfolio. For example, if a large fund
withdraws from the Portfolio, the remaining funds may experience higher pro rata
operating expenses, thereby producing lower returns (however, this possibility
exists as well for traditionally structured funds which have large institutional
investors). Additionally, the Portfolio may become less diverse, resulting in
increased portfolio risk. Also, funds with a greater pro rata ownership in the
Portfolio could have effective voting control of the operations of the
Portfolio. Except as permitted by the SEC, whenever the Trust is requested to
vote on matters pertaining to the Portfolio, the Trust will hold a meeting of
shareholders of the Fund and will cast all of its votes in the same proportion
as the votes of the Fund's shareholders. Fund shareholders who do not vote will
not affect the Trust's votes at the Portfolio meeting. The percentage of the
Trust's votes representing the Fund's shareholders not voting will be voted by
the Trustees or officers of the Trust in the same proportion as those that
represent the Fund shareholders who do, in fact, vote.

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

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

Unless otherwise stated, the Fund's investment objective and policies are not
fundamental and may be changed upon notice to, but without the approval of, the
Fund's shareholders. If there is a change in the Fund's investment objective,
the Fund's shareholders should consider whether the Fund remains an appropriate
investment in light of their then-current needs. The investment objective of the
Portfolio is also not a fundamental policy. Shareholders of the Fund will
receive 30 days' prior written notice with respect to any change in the
investment objective of the Fund or the Portfolio.

Because the Fund invests substantially all of its assets in the Portfolio,
references herein to investments, restrictions, strategies and risks of the Fund
or Portfolio should be construed to apply to the Portfolio or the Fund,
respectively, as the context requires.

Rating Services. The ratings of Moody's and S&P represent their opinions as to
the quality of the securities that they undertake to rate. It should be
emphasized, however, that ratings are relative and subjective and are not
absolute standards of quality. Although these ratings are initial criteria for
selection of portfolio investments, the Advisor also makes its own evaluation of
these securities, subject to review by the Portfolio's Board of Trustees. After
purchase by the Portfolio, an obligation may cease to be rated or its rating may
be reduced below the minimum required for purchase by the Portfolio. Neither
event would require the Portfolio to eliminate the obligation from its
portfolio, but Northern Trust Investments, N.A., the subadvisor to the
Portfolio, will consider such an event in its determination of whether the
Portfolio should continue to hold the obligation. A description of the ratings
categories of Moody's and S&P for commercial paper is set forth in the Appendix
to this SAI.

To meet federal income tax requirements for qualification as a regulated
investment company, the Fund must, among other things, limit its investments so
that at the close of each quarter of its taxable year (1) no more than 25% of
the value of its total assets is invested in the securities (other than
securities of the US Government or a regulated investment company) of a single
issuer or two or more issuers which the Fund controls and which are engaged in
the same, similar or related trades or businesses or in the securities of one or
more qualified publicly traded partnerships, and (2) at least 50% of the value
of its total assets is represented by cash, cash items (including receivables),
US Government securities, securities of other regulated investment companies and
other securities of any issuer that does not represent more than 5% of the value
of the Fund's total assets and not more than 10% of the issuer's outstanding
voting securities.

                       INVESTMENT POLICIES AND TECHNIQUES

General Investment Objective and Policies

The Fund's investment objective is to provide investment results that, before
expenses, correspond to the total return of common stocks of large US companies
publicly traded in the United States, as represented by the Standard & Poor's
(S&P) 500 Index ("S&P 500 Index"). As described in the Prospectus, the Trust
seeks to achieve the investment objective of the Fund by investing substantially
all of the investable assets of the Fund in an open-end management investment
company having the same investment objective as the Fund. The investment company
in which the Fund invests is the DWS Equity 500 Index Portfolio (the
"Portfolio"), advised by Deutsche Investment Management Americas Inc. ("DIMA")
and sub-advised by Northern Trust Investments, N.A. ("NTI" or the "Subadvisor").
Since the investment characteristics of the Fund will correspond directly with
those of the Portfolio in which the Fund invests all of its investable assets,
the following includes a discussion of the various investments of and techniques
employed by the Portfolio.

Descriptions in this SAI of a particular investment practice or technique in
which the Portfolio may engage are meant to describe the spectrum of investments
that the Subadvisor in its discretion might, but is not required to, use in
managing the Portfolio's assets. The Subadvisor may, in its discretion, at any
time employ such practice, technique or instrument for one or more funds but not
for all funds advised by it. Furthermore, it is possible that certain types of
financial instruments or investment techniques described herein may not be
available, permissible, economically feasible or effective for their intended
purposes in all markets. Certain practices, techniques or instruments may not be
principal activities of the Portfolio, but, to the extent employed, could from
time to time have a material impact on the Fund's performance.




Asset Segregation. Certain investment transactions expose the Fund to an
obligation to make future payments to third parties. Examples of these types of
transactions, include, but are not limited to, reverse repurchase agreements,
short sales, dollar rolls, when-issued, delayed-delivery or forward commitment
transactions and certain derivatives such as swaps, futures, forwards, and
options. To the extent that the Fund engages in such transactions, the Fund will
(to the extent required by applicable law) either (1) segregate cash or liquid
assets in the prescribed amount or (2) otherwise "cover" its future obligations
under the transaction, such as by holding an offsetting investment. If the Fund
segregates sufficient cash or other liquid assets or otherwise "covers" its
obligations under such transactions, the Fund will not consider the transactions
to be borrowings for purposes of its investment restrictions or "senior
securities" under the 1940 Act, and therefore, such transactions will not be
subject to the 300% asset coverage requirement under the 1940 Act otherwise
applicable to borrowings by the Fund.

In some cases (e.g., with respect to futures and forwards that are contractually
required to "cash-settle"), the Fund will segregate cash or other liquid assets
with respect to the amount of the daily net (marked-to-market) obligation
arising from the transaction, rather than the notional amount of the underlying
contract. By segregating assets in an amount equal to the net obligation rather
than the notional amount, the Fund will have the ability to employ leverage to a
greater extent than if it set aside cash or other liquid assets equal to the
notional amount of the contract, which may increase the risk associated with
such transactions.

The Fund may utilize methods of segregating assets or otherwise "covering"
transactions that are currently or in the future permitted under the 1940 Act,
the rules and regulation thereunder, or orders issued by the Securities and
Exchange Commission ("SEC") thereunder. For these purposes, interpretations and
guidance provided by the SEC staff may be taken into account when deemed
appropriate by the Fund.

Assets used as segregation or cover cannot be sold while the position in the
corresponding transaction is open, unless they are replaced with other
appropriate assets. As a result, the commitment of a large portion of the Fund's
assets for segregation and cover purposes could impede portfolio management or
the Fund's ability to meet redemption requests or other current obligations.

Segregating assets or otherwise "covering" for these purposes does not
necessarily limit the percentage of the assets of the Fund that may be at risk
with respect to certain derivative transactions.


Certificates Of Deposit and Bankers' Acceptances. Certificates of deposit are
receipts issued by a depository institution in exchange for the deposit of
funds. The issuer agrees to pay the amount deposited plus interest to the bearer
of the receipt on the date specified on the certificate. The certificate usually
can be traded in the secondary market prior to maturity. Bankers' acceptances
typically arise from short-term credit arrangements designed to enable
businesses to obtain funds to finance commercial transactions. Generally, an
acceptance is a time draft drawn on a bank by an exporter or an importer to
obtain a stated amount of funds to pay for specific merchandise. The draft is
then "accepted" by a bank that, in effect, unconditionally guarantees to pay the
face value of the instrument on its maturity date. The acceptance may then be
held by the accepting bank as an earning asset or it may be sold in the
secondary market at the going rate of discount for a specific maturity. Although
maturities for acceptances can be as long as 270 days, most acceptances have
maturities of six months or less.

Commercial Paper. Commercial paper consists of short-term (usually from 1 to 270
days) unsecured promissory notes issued by corporations in order to finance
their current operations. A variable amount master demand note (which is a type
of commercial paper) represents a direct borrowing arrangement involving
periodically fluctuating rates of interest under a letter agreement between a
commercial paper issuer and an institutional lender pursuant to which the lender
may determine to invest varying amounts.

Common Stocks. Common stock is issued by companies to raise cash for business
purposes and represents a proportionate interest in the issuing companies.
Therefore, the Fund participates in the success or failure of any company in
which it holds stock. The market values of common stock can fluctuate
significantly, reflecting the business performance of the issuing company,
investor perception and general economic and financial market movements. Despite
the risk of price volatility, however, common stocks have historically offered a
greater potential for long-term gain on investment, compared to other classes of
financial assets such as bonds or cash equivalents, although there can be no
assurance that this will be true in the future.

Derivatives. The Portfolio may invest in various instruments that are commonly
known as "derivatives." Generally, a derivative is a financial arrangement, the
value of which is based on, or "derived" from, a traditional security, asset, or
market index. Some derivatives such as mortgage-related and other asset-backed
securities are in many respects like any other investment, although they may be
more volatile or less liquid than more traditional debt securities. There are,
in fact, many different types of derivatives and many different ways to use
them. There is a range of risks associated with those uses. Futures and options
are commonly used for traditional hedging purposes to attempt to protect a fund
from exposure to changing interest rates, securities prices, or currency
exchange rates and as a low cost method of gaining exposure to a particular
securities market without investing directly in those securities. However, some
derivatives are used for leverage, which tends to magnify the effects of an
instrument's price changes as market conditions change. Leverage involves the
use of a small amount of money to control a large amount of financial assets,
and can in some circumstances lead to significant losses. The Advisor will use
derivatives only in circumstances where they offer the most efficient means of
improving the risk/reward profile of the Portfolio and when consistent with the
Portfolio's investment objective and policies. The use of derivatives for
non-hedging purposes may be considered speculative.

Equity Securities. The Portfolio may invest in equity securities listed on any
domestic securities exchange or traded in the over-the-counter market. Common
stocks, the most familiar type of equity security, represent an equity
(ownership) interest in a corporation. They may or may not pay dividends or
carry voting rights. Common stock occupies the most junior position in a
company's capital structure. Although equity securities have a history of
long-term growth in value, their prices fluctuate based on changes in a
company's financial condition and on overall market and economic conditions.
Smaller companies are especially sensitive to these factors.

Illiquid Securities and Restricted Securities. The Portfolio may purchase
securities that are subject to legal or contractual restrictions on resale
("restricted securities"). Generally speaking, restricted securities may be sold
(i) only to qualified institutional buyers; (ii) in a privately negotiated
transaction to a limited number of purchasers; (iii) in limited quantities after
they have been held for a specified period of time and other conditions are met
pursuant to an exemption from registration; or (iv) in a public offering for
which a registration statement is in effect under the Securities Act of 1933, as
amended. Issuers of restricted securities may not be subject to the disclosure
and other investor protection requirements that would be applicable if their
securities were publicly traded.

Restricted securities are often illiquid, but they may also be liquid. For
example, restricted securities that are eligible for resale under Rule 144A are
often deemed to be liquid.

The Portfolio's Board has approved guidelines for use by the Subadvisor in
determining whether a security is liquid or illiquid. Among the factors the
Subadvisor may consider in reaching liquidity decisions relating to Rule 144A
securities are: (1) the frequency of trades and quotes for the security; (2) the
number of dealers wishing to purchase or sell the security and the number of
other potential purchasers; (3) dealer undertakings to make a market in the
security; and (4) the nature of the security and the nature of the market for
the security (i.e., the time needed to dispose of the security, the method of
soliciting offers, and the mechanics of the transfer). Issuers of restricted
securities may not be subject to the disclosure and other investor protection
requirement that would be applicable if their securities were publicly traded.
Where a registration statement is required for the resale of restricted
securities, the Fund may be required to bear all or part of the registration
expenses. The Portfolio or the Fund may be deemed to be an "underwriter" for
purposes of the 1933 Act when selling restricted securities to the public and,
in such event, the Portfolio or the Fund, respectively, may be liable to
purchasers of such securities if the registration statement prepared by the
issuer is materially inaccurate or misleading.

The Portfolio may also purchase securities that are not subject to legal or
contractual restrictions on resale, but that are deemed illiquid. Such
securities may be illiquid, for example, because there is a limited trading
market for them.

The Portfolio may be unable to sell a restricted or illiquid security. In
addition, it may be more difficult to determine a market value for restricted or
illiquid securities. Moreover, if adverse market conditions were to develop
during the period between the Portfolio's decision to sell a restricted or
illiquid security and the point at which the Portfolio is permitted or able to
sell such security, the Portfolio might obtain a price less favorable than the
price that prevailed when it decided to sell.

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

Interfund Borrowing and Lending Program. The Fund has received exemptive relief
from the SEC, which permits the Fund to participate in an interfund lending
program among certain investment companies advised by the Advisor. The interfund
lending program allows the participating funds to borrow money from and loan
money to each other for temporary or emergency purposes. The program is subject
to a number of conditions designed to ensure fair and equitable treatment of all
participating funds, including the following: (1) no fund may borrow money
through the program unless it receives a more favorable interest rate than a
rate approximating the lowest interest rate at which bank loans would be
available to any of the participating funds under a loan agreement; and (2) no
fund may lend money through the program unless it receives a more favorable
return than that available from an investment in repurchase agreements and, to
the extent applicable, money market cash sweep arrangements. In addition, a fund
may participate in the program only if and to the extent that such participation
is consistent with the fund's investment objectives and policies (for instance,
money market funds would normally participate only as lenders and tax exempt
funds only as borrowers). Interfund loans and borrowings may extend overnight,
but could have a maximum duration of seven days. Loans may be called on one
day's notice. A fund may have to borrow from a bank at a higher interest rate if
an interfund loan is called or not renewed. Any delay in repayment to a lending
fund could result in a lost investment opportunity or additional costs. The
program is subject to the oversight and periodic review of the boards of the
participating funds. To the extent the Fund is actually engaged in borrowing
through the interfund lending program, the Fund, as a matter of non-fundamental
policy, may not borrow for other than temporary or emergency purposes (and not
for leveraging), except that the Fund may engage in reverse repurchase
agreements and dollar rolls for any purpose.

Investment Company Securities. The Portfolio may acquire securities of other
investment companies to the extent consistent with its investment objective and
subject to the limitations of the 1940 Act. The Fund will indirectly bear its
proportionate share of any management fees and other expenses paid by such other
investment companies.

For example, the Portfolio may invest in a variety of investment companies which
seek to track the composition and performance of specific indexes or a specific
portion of an index. These index-based investments hold substantially all of
their assets in securities representing their specific index. Accordingly, the
main risk of investing in index-based investments is the same as investing in a
portfolio of equity securities comprising the index. The market prices of
index-based investments will fluctuate in accordance with both changes in the
market value of their underlying portfolio securities and due to supply and
demand for the instruments on the exchanges on which they are traded (which may
result in their trading at a discount or premium to their NAVs). Index-based
investments may not replicate exactly the performance of their specified index
because of transaction costs and because of the temporary unavailability of
certain component securities of the index.

Examples of index-based investments include:

SPDRs(R): SPDRs, an acronym for "Standard & Poor's Depositary Receipts," are
based on the S&P 500 Composite Stock Price Index. They are issued by the SPDR
Trust, a unit investment trust that holds shares of substantially all the
companies in the S&P 500 in substantially the same weighting and seeks to
closely track the price performance and dividend yield of the Index.

MidCap SPDRs(R): MidCap SPDRs are based on the S&P MidCap 400 Index. They are
issued by the MidCap SPDR Trust, a unit investment trust that holds a portfolio
of securities consisting of substantially all of the common stocks in the S&P
MidCap 400 Index in substantially the same weighting and seeks to closely track
the price performance and dividend yield of the Index.

Select Sector SPDRs(R): Select Sector SPDRs are based on a particular sector or
group of industries that are represented by a specified Select Sector Index
within the Standard & Poor's Composite Stock Price Index. They are issued by The
Select Sector SPDR Trust, an open-end management investment company with nine
portfolios each of which seeks to closely track the price performance and
dividend yield of a particular Select Sector Index.

DIAMONDS(SM): DIAMONDS are based on the Dow Jones Industrial Averages(SM). They
are issued by the DIAMONDS Trust, a unit investment trust that holds a portfolio
of all the component common stocks of the Dow Jones Industrial Average and seeks
to closely track the price performance and dividend yield of the Dow.

Nasdaq-100 Shares: Nasdaq-100 Shares are based on the Nasdaq 100 Index. They are
issued by the Nasdaq-100 Trust, a unit investment trust that holds a portfolio
consisting of substantially all of the securities, in substantially the same
weighting, as the component stocks of the Nasdaq-100 Index and seeks to closely
track the price performance and dividend yield of the Index.

Investment of Uninvested Cash Balances. The Portfolio may have cash balances
that have not been invested in portfolio securities ("Uninvested Cash").
Uninvested Cash may result from a variety of sources, including dividends or
interest received from portfolio securities, unsettled securities transactions,
reserves held for investment strategy purposes, scheduled maturity of
investments, liquidation of investment securities to meet anticipated
redemptions and dividend payments, and new cash received from investors.
Uninvested Cash may be invested directly in money market instruments or other
short-term debt obligations. Pursuant to an Exemptive Order issued by the SEC,
the Portfolio may use Uninvested Cash to purchase shares of affiliated funds
including money market funds, short-term bond funds and Cash Management QP
Trust, or one or more future entities for which the Advisor acts as trustee or
investment advisor that operate as cash management investment vehicles and that
are excluded from the definition of investment company pursuant to section
3(c)(1) or 3(c)(7) of the 1940 Act (collectively, the "Central Funds") in excess
of the limitations of Section 12(d)(1) of the 1940 Act. Investment by the
Portfolio in shares of the Central Funds will be in accordance with the Fund's
investment policies and restrictions as set forth in its registration statement.

Certain of the Central Funds comply with rule 2a-7 under the 1940 Act. The other
Central Funds are or will be short-term bond funds that invest in fixed-income
securities and maintain a dollar weighted average maturity of three years or
less. Each of the Central Funds will be managed specifically to maintain a
highly liquid portfolio, and access to them will enhance the Portfolio's ability
to manage Uninvested Cash.

The Portfolio will invest Uninvested Cash in Central Funds only to the extent
that the Portfolio's aggregate investment in the Central Funds does not exceed
25% of its total assets. Purchase and sales of shares of Central Funds are made
at net asset value.


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

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


Payments received by the Portfolio in lieu of any dividends paid on the loaned
securities will not be treated as "qualified dividend income" for purposes of
determining what portion of the Portfolio's dividends received by individuals
may be taxed at the rates generally applicable to long-term capital gains. See
"Taxes."

Repurchase Agreements. The Portfolio may invest in repurchase agreements
pursuant to its investment guidelines. In a repurchase agreement, the Portfolio
acquires ownership of a security and simultaneously commits to resell that
security to the seller, typically a bank or broker/dealer.

A repurchase agreement provides a means for the Portfolio to earn income on
funds for periods as short as overnight. It is an arrangement under which the
purchaser (i.e., the Portfolio) acquires a security ("Obligation") and the
seller agrees, at the time of sale, to repurchase the Obligation at a specified
time and price. Securities subject to a repurchase agreement are held in a
segregated account and, as described in more detail below, the value of such
securities is kept at least equal to the repurchase price on a daily basis. The
repurchase price may be higher than the purchase price, the difference being
income to the Portfolio, or the purchase and repurchase prices may be the same,
with interest at a stated rate due to the Portfolio together with the repurchase
price upon repurchase. In either case, the income to the Portfolio is unrelated
to the interest rate on the Obligation itself. Obligations will be held by the
custodian or in the Federal Reserve Book Entry System.

It is not clear whether a court would consider the Obligation purchased by the
Portfolio subject to a repurchase agreement as being owned by the fund or as
being collateral for a loan by the Portfolio to the seller. In the event of the
commencement of bankruptcy or insolvency proceedings with respect to the seller
of the Obligation before repurchase of the Obligation under a repurchase
agreement, the Portfolio may encounter delay and incur costs before being able
to sell the security. Delays may involve loss of interest or decline in price of
the Obligation. If the court characterizes the transaction as a loan and the
Portfolio has not perfected a security interest in the Obligation, the Portfolio
may be required to return the Obligation to the seller's estate and be treated
as an unsecured creditor of the seller. As an unsecured creditor, the Portfolio
would be at risk of losing some or all of the principal and income involved in
the transaction. As with any unsecured debt Obligation purchased for the
Portfolio, the Advisor seeks to reduce the risk of loss through repurchase
agreements by analyzing the creditworthiness of the obligor, in this case the
seller of the Obligation. Apart from the risk of bankruptcy or insolvency
proceedings, there is also the risk that the seller may fail to repurchase the
Obligation, in which case the Portfolio may incur a loss if the proceeds to the
Portfolio of the sale to a third party are less than the repurchase price.
However, if the market value (including interest) of the Obligation subject to
the repurchase agreement becomes less than the repurchase price (including
interest), the Portfolio will direct the seller of the Obligation to deliver
additional securities so that the market value (including interest) of all
securities subject to the repurchase agreement will equal or exceed the
repurchase price.

Short-Term Instruments. When the Portfolio experiences large cash inflows
through the sale of securities or when desirable equity securities that are
consistent with the Portfolio's investment objective are unavailable in
sufficient quantities or at attractive prices, the Portfolio may hold short-term
investments (or shares of money market mutual funds) for a limited time pending
availability of such equity securities. Short-term instruments consist of
foreign and domestic: (i) short-term obligations of sovereign governments, their
agencies, instrumentalities, authorities or political subdivisions; (ii) other
short-term debt securities rated AA or higher by S&P or Aa or higher by Moody's
Investors Service, Inc. ("Moody's") or, if unrated, of comparable quality in the
opinion of the Subadvisor; (iii) commercial paper; (iv) bank obligations,
including negotiable certificates of deposit, time deposits and bankers'
acceptances; and (v) repurchase agreements. At the time the Portfolio invests in
commercial paper, bank obligations or repurchase agreements, the issuer or the
issuer's parent must have outstanding debt rated AA or higher by S&P or Aa or
higher by Moody's or outstanding commercial paper or bank obligations rated A-1
by S&P or Prime-1 by Moody's; or, if no such ratings are available, the
instrument must be of comparable quality in the opinion of the Subadvisor.

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

When-Issued and Delayed Delivery Securities. The Portfolio may purchase
securities on a when-issued or delayed delivery basis. Delivery of and payment
for these securities can take place a month or more after the date of the
purchase commitment. The purchase price and the interest rate payable, if any,
on the securities are fixed on the purchase commitment date or at the time the
settlement date is fixed. The value of such securities is subject to market
fluctuation and no interest accrues to the Portfolio until settlement takes
place. At the time the Portfolio makes the commitment to purchase securities on
a when-issued or delayed delivery basis, it will record the transaction, reflect
the value each day of such securities in determining its net asset value and, if
applicable, calculate the maturity for the purposes of average maturity from
that date. At the time of settlement a when-issued security may be valued at
less than the purchase price. To facilitate such acquisitions, the Portfolio
identifies, as part of a segregated account, cash or liquid securities, in an
amount at least equal to such commitments. On delivery dates for such
transactions, the Portfolio will meet its obligations from maturities or sales
of the securities held in the segregated account and/or from cash flow. If the
Portfolio chooses to dispose of the right to acquire a when-issued security
prior to its acquisition, it could, as with the disposition of any other
portfolio obligation, incur a gain or loss due to market fluctuation. It is the
current policy of the Portfolio not to enter into when-issued commitments
exceeding in the aggregate 15% of the market value of the Portfolio's total
assets, less liabilities other than the obligations created by when-issued
commitments.

Index Futures Contracts and Options on Index Futures Contracts

Futures Contracts. Futures contracts are contracts to purchase or sell a fixed
amount of an underlying instrument, commodity or index at a fixed time and place
in the future. US futures contracts have been designed by exchanges which have
been designated "contracts markets" by the Commodity Futures Trading Commission
("CFTC"), and must be executed through a futures commission merchant, or
brokerage firm, which is a member of the relevant contract market. Futures
contracts trade on a number of exchanges and clear through their clearing
corporations. The Portfolio may enter into contracts for the purchase or sale
for future delivery of the S&P 500 Index.

At the same time a futures contract on the S&P 500 Index is entered into, the
Portfolio must allocate cash or securities as a deposit payment ("initial
margin"). Daily thereafter, the futures contract is valued and the payment of
"variation margin" may be required, since each day the Portfolio would provide
or receive cash that reflects any decline or increase in the contract's value.

Although futures contracts (other than those that settle in cash) by their terms
call for the actual delivery or acquisition of the instrument underlying the
contract, in most cases the contractual obligation is fulfilled by offset before
the date of the contract without having to make or take delivery of the
instrument underlying the contract. The offsetting of a contractual obligation
is accomplished by entering into an opposite position in the identical futures
contract on the commodities exchange on which the futures contract was entered
into (or a linked exchange). Such a transaction, which is effected through a
member of an exchange, obviates delivery of the instrument underlying the
contract. Since all transactions in the futures market are made, offset or
fulfilled through a clearinghouse associated with the exchange on which the
contracts are traded, the Portfolio will incur brokerage fees when it enters
into futures contracts.

The ordinary spreads between prices in the cash and futures market, due to
differences in the nature of those markets, are subject to distortions. First,
all participants in the futures market are subject to initial deposit and
variation margin requirements. Rather than meeting additional variation margin
requirements, investors may close futures contracts through offsetting
transactions which could distort the normal relationship between the cash and
futures markets. Second, the liquidity of the futures market depends on most
participants entering into offsetting transactions rather than making or taking
delivery. To the extent that many participants decide to make or take delivery,
liquidity in the futures market could be reduced, thus producing distortion.
Third, from the point of view of speculators, the margin deposit requirements in
the futures market are less onerous than margin requirements in the securities
market. Therefore, increased participation by speculators in the futures market
may cause temporary price distortions. Due to the possibility of distortion, a
correct forecast of securities price trends by the Advisor may still not result
in a successful transaction.

In addition, futures contracts entail risks. Although the Subadvisor believes
that the use of such contracts will benefit the Portfolio, if the Subadvisor's
judgment about the general direction of the S&P 500 Index is incorrect, the
Portfolio's overall performance would be poorer than if it had not entered into
any such contract. For example, if the Portfolio has hedged against the
possibility of a decrease in the S&P 500 Index which would adversely affect the
value of the securities held in its portfolio and securities prices increase
instead, the Portfolio will lose part or all of the benefit of the increased
value of its securities which it has hedged because it will have offsetting
losses in its futures positions. In addition, in such situations, if the
Portfolio has insufficient cash, it may have to sell securities from its
portfolio to meet daily variation margin requirements. Such sales of securities
may be, but will not necessarily be, at increased prices which reflect the
rising market. The Portfolio may have to sell securities at a time when it may
be disadvantageous to do so.

Options on Index Futures Contracts. The Portfolio may purchase and write options
on futures contracts with respect to the S&P 500 Index. The purchase of a call
option on an index futures contract is similar in some respects to the purchase
of a call option on such an index. For example, when the Portfolio is not fully
invested it may purchase a call option on an index futures contract to hedge
against a market advance.

The writing of a call option on a futures contract with respect to the S&P 500
Index may constitute a partial hedge against declining prices of the underlying
securities which are deliverable upon exercise of the futures contract. If the
futures price at expiration of the option is below the exercise price, the
Portfolio will retain the full amount of the option premium which provides a
partial hedge against any decline that may have occurred in the Portfolio's
holdings. The writing of a put option on an index futures contract may
constitute a partial hedge against increasing prices of the underlying
securities which are deliverable upon exercise of the futures contract. If the
futures price at expiration of the option is higher than the exercise price, the
Portfolio will retain the full amount of the option premium which provides a
partial hedge against any increase in the price of securities which the
Portfolio intends to purchase. If a put or call option the Portfolio has written
is exercised, the Portfolio will incur a loss which will be reduced by the
amount of the premium it receives. Depending on the degree of correlation
between changes in the value of its portfolio securities and changes in the
value of its fixtures positions, the Portfolio's losses from existing options on
futures may to some extent be reduced or increased by changes in the value of
portfolio securities.

The purchase of a put option on a futures contract with respect to the S&P 500
Index is similar in some respects to the purchase of protective put options on
the S&P 500 Index. For example, the Portfolio may purchase a put option on an
index fixtures contract to hedge against the risk of lowering securities values.

The amount of risk the Portfolio assumes when it purchases an option on a
futures contract with respect to the S&P 500 Index is the premium paid for the
option plus related transaction costs. In addition to the correlation risks
discussed above, the purchase of such an option also entails the risk that
changes in the value of the underlying futures contract will not be fully
reflected in the value of the option purchased.

The Board of Trustees of the Portfolio has adopted the requirement that index
futures contracts and options on index futures contracts be used only for cash
management purposes. The Portfolio is operated by persons who have claimed an
exemption from the definition of the term "commodity pool operator" under the
Commodity Exchange Act and, therefore, who are not subject to registration or
regulation under the Commodity Exchange Act.

Options On Securities Indexes. The Portfolio may write (sell) covered call and
put options to a limited extent on the S&P 500 Index ("covered options") in an
attempt to increase income. Such options give the holder the right to receive a
cash settlement during the term of the option based upon the difference between
the exercise price and the value of the S&P 500 Index. The Portfolio may forgo
the benefits of appreciation on the S&P 500 Index or may pay more than the
market price of the S&P 500 Index pursuant to call and put options written by
the Portfolio.

By writing a covered call option, the Portfolio forgoes, in exchange for the
premium less the commission ("net premium"), the opportunity to profit during
the option period from an increase in the market value of the S&P 500 Index
above the exercise price. By writing a covered put option, the Portfolio, in
exchange for the net premium received, accepts the risk of a decline in the
market value of the S&P 500 Index below the exercise price.

The Portfolio may terminate its obligation as the writer of a call or put option
by purchasing an option with the same exercise price and expiration date as the
option previously written.

When the Portfolio writes an option, an amount equal to the net premium received
by the Portfolio is included in the liability section of the Portfolio's
Statement of Assets and Liabilities as a deferred credit. The amount of the
deferred credit will be subsequently marked to market to reflect the current
market value of the option written. The current market value of a traded option
is the last sale price or, in the absence of a sale, the mean between the
closing bid and asked prices. If an option expires on its stipulated expiration
date or if the Portfolio enters into a closing purchase transaction, the
Portfolio will realize a gain (or loss if the cost of a closing purchase
transaction exceeds the premium received when the option was sold), and the
deferred credit related to such option will be eliminated. If a call option is
exercised, the Portfolio will realize a gain or loss from the sale of the
underlying security and the proceeds of the sale will be increased by the
premium originally received. The writing of covered call options may be deemed
to involve the pledge of the securities against which the option is being
written. Securities against which call options are written will be segregated on
the books of the custodian for the Portfolio.

The Portfolio may purchase call and put options on the S&P 500 Index. The
Portfolio would normally purchase a call option in anticipation of an increase
in the market value of the S&P 500 Index. The purchase of a call option would
entitle the Portfolio, in exchange for the premium paid, to purchase the
underlying securities at a specified price during the option period. The
Portfolio would ordinarily have a gain if the value of the securities increased
above the exercise price sufficiently to cover the premium and transaction costs
and would have a loss if the value of the securities remained at or below the
exercise price during the option period.

The Portfolio would normally purchase put options in anticipation of a decline
in the market value of the S&P 500 Index ("protective puts"). The purchase of a
put option would entitle the Portfolio, in exchange for the premium paid, to
sell the underlying securities at a specified price during the option period.
The purchase of protective puts is designed merely to offset or hedge against a
decline in the market value of the S&P 500 Index. The Portfolio would ordinarily
recognize a gain if the value of the S&P 500 Index decreased below the exercise
price sufficiently to cover the premium and transaction costs and would
recognize a loss if the value of the S&P 500 Index remained at or above the
exercise price. Gains and losses on the purchase of protective put options would
tend to be offset by countervailing changes in the value of the S&P 500 Index.

The Portfolio has adopted certain other nonfundamental policies concerning index
option transactions which are discussed above. The Portfolio's activities in
index options may also be restricted by the requirements of the Internal Revenue
Code of 1986, as amended (the "Code"), for qualification as a regulated
investment company.

The hours of trading for options on the S&P 500 Index may not conform to the
hours during which the underlying securities are traded. To the extent that the
option markets close before the markets for the underlying securities,
significant price and rate movements can take place in the underlying securities
markets that cannot be reflected in the option markets. It is impossible to
predict the volume of trading that may exist in such options, and there can be
no assurance that viable exchange markets will develop or continue.

Because options on securities indices require settlement in cash, the Advisor
may be forced to liquidate portfolio securities to meet settlement obligations.

Portfolio Holdings Information

Because the Fund invests substantially all of its assets in the Portfolio,
references below to portfolio holdings of the Fund include portfolio holdings of
the Portfolio.

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


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


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


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


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

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

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

                      MANAGEMENT OF THE FUND AND PORTFOLIO

Investment Advisor for the Fund and Portfolio


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

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


The Board and the shareholders approved amended and restated investment
management agreements (each an "Investment Management Agreement") between each
of the Trust and the Portfolio, and DIMA for the Fund and the Portfolio,
respectively. Pursuant to the Investment Management Agreements, DIMA provides
continuing investment management of the assets of the Fund and the Portfolio. In
addition to the investment management of the assets of the Fund/Portfolio, DIMA
determines the investments to be made for the Portfolio/Fund, including what
portion of its assets remain uninvested in cash or cash equivalents, and with
whom the orders for investments are placed, consistent with the
Portfolio's/Fund's policies as adopted by the Portfolio's/Fund's Board of
Trustees. The Advisor also monitors, to the extent not monitored by the
Portfolio's/Fund's Administrator or other agent, the Portfolio's/Fund's
compliance with its investment and tax guidelines and other compliance policies.

For all services provided under the Investment Management Agreements, the Fund
and the Portfolio, as the case may be, pay DIMA a fee, accrued daily and paid
monthly, equal to, on an annual basis, 0.05% of average daily net assets of the
Equity 500 Index Portfolio. The Fund pays its pro rata portion of this fee
indirectly. The Advisor receives no fee from the Fund for monitoring the Fund's
investment in the Portfolio. In the event the Board of Trustees determines it is
in the best interests of the Fund to withdraw its investment in the Portfolio,
the Advisor may become responsible for directly managing the assets of the Fund.
In such event, the Fund would pay the Advisor an annual fee of 0.15% of the
Fund's average daily net assets, accrued daily and paid monthly.

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

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

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

The Investment Management Agreement allows the Advisor to delegate any of its
duties under the Agreement to a sub-advisor, subject to a majority vote of the
Board of Trustees, including a majority of the Board of Trustees who are not
interested persons of the Fund/Portfolio, and if required by applicable law,
subject to a majority vote of the Fund's shareholders.

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


The Investment Management Agreement continues in effect from year to year only
if its continuance is approved annually by the vote of a majority of those
Trustees who are not parties to such Investment Management Agreement or
interested persons of the Advisor or the Trust or the Portfolio ("Independent
Trustees" or "Non-interested Trustees"), cast in person at a meeting called for
the purpose of voting on such approval, and either by a vote of the
Trust's/Portfolio's Trustees or of a majority of the outstanding voting
securities of the Fund/Portfolio.

The Fund's Prospectuses contain disclosure as to the amount of the Advisor's
investment advisory and the Administrator's administration and services fees,
including waivers thereof. The Advisor and the Administrator may not recoup any
of their waived investment advisory or administration and services fees.


Affiliates of the Advisor may have deposit, loan and other commercial banking
relationships with the issuers of obligations which may be purchased on behalf
of the Fund/Portfolio, including outstanding loans to such issuers which could
be repaid in whole or in part with the proceeds of securities so purchased. Such
affiliates deal, trade and invest for their own accounts in such obligations and
are among the leading dealers in various types of such obligations. The Advisor
has informed the Fund/Portfolio that, in making its investment decisions, it
does not obtain or use material inside information in its possession or in the
possession of any of its affiliates. In making investment recommendations for
the Fund/Portfolio, the Advisor will not inquire or take into consideration
whether an issuer of securities proposed for purchase or sale by the
Fund/Portfolio is a customer of the Advisor, its parent or its subsidiaries or
affiliates and, in dealing with its customers, the Advisor, its parent,
subsidiaries and affiliates will not inquire or take into consideration whether
securities of such customers are held by any fund managed by the Advisor or any
such affiliate.

The Advisor, subject to the supervision and direction of the Board of Trustees
of the Trust, manages the Fund/Portfolio in accordance with the
Fund's/Portfolio's investment objective and stated investment policies, makes
investment decisions for the Fund/Portfolio, places orders to purchase and sell
securities and other financial instruments on behalf of the Fund/Portfolio and
employs professional investment managers and securities analysts who provide
research services to the Fund/Portfolio. The Advisor may utilize the expertise
of any of its worldwide subsidiaries and affiliates to assist it in its role as
investment advisor. All orders for investment transactions on behalf of the
Fund/Portfolio are placed by the Advisor with brokers, dealers and other
financial intermediaries that it selects, including those affiliated with the
Advisor. An Advisor affiliate will be used in connection with a purchase or sale
of an investment for the Fund/Portfolio only if the Advisor believes that the
affiliate's charge for transaction does not exceed usual and customary levels.
The Fund/Portfolio will not invest in obligations for which the Advisor or any
of its affiliates is the ultimate obligor or accepting bank. The Fund/Portfolio
may, however, invest in the obligations of correspondents or customers of the
Advisor. The Advisor has delegated many of these responsibilities to the
sub-advisor.

The Advisor provides investment counsel for many individuals and institutions,
including insurance companies, industrial corporations, and financial and
banking organizations, as well as providing investment advice to open- and
closed-end SEC registered funds.


For the years ended December 31, 2008, 2007 and 2006, the Advisor maintained the
annualized expenses of the Portfolio at not more than 0.05% of the Portfolio's
average daily net assets. The amount of the waiver and whether the Advisor
waives its fees may vary at any time without notice to shareholders.
Accordingly, for the year ended December 31, 2008, the Advisor waived a portion
of its investment management fee pursuant to the Investment Management Agreement
of $1,317,097 and charged $159,795, which was equivalent to an annual effective
rate of 0.01% of the Portfolio's average daily net assets. For the year ended
December 31, 2007, the Advisor waived a portion of its investment management fee
pursuant to the Investment Management Agreement of $1,413,177 and charged
$388,250, which was equivalent to an annual effective rate of 0.01% of the
Portfolio's average daily net assets. For the year ended December 31, 2006, the
Advisor waived a portion of its advisory fee pursuant to the Investment
Management Agreement aggregating $1,015,449 and the amount charged aggregated
$671,266, which was equivalent to an annual effective rate of 0.02% of the
Portfolio's average daily net assets.

Through September 30, 2009, the Advisor has contractually agreed to waive all or
a portion of its fees and reimburse or pay certain operating expenses of the
Fund, including expenses allocated from the Portfolio, to the extent necessary
to maintain the Fund's total operating expenses at 0.62% for Class A shares and
1.37% for both Class B and C shares, respectively, excluding certain expenses
such as extraordinary expenses, taxes, brokerage and interest.

From October 1, 2009 to April 30, 2010, the Advisor has contractually agreed to
waive all or a portion of its fees and reimburse or pay certain operating
expenses of the Fund, including expenses allocated from the Portfolio, to the
extent necessary to maintain the Fund's total operating expenses at ratios no
higher than 0.77% for Class A shares and 1.52% for both Class B and C shares,
respectively, excluding certain expenses such as extraordinary expenses, taxes,
brokerage and interest.

From time to time, Deutsche Bank or an affiliate (collectively, "DB") may at its
sole discretion invest its own assets in shares of the Fund ("proprietary
investment") for such purposes it deems appropriate, including investments
designed to assist in the management of the Fund's portfolio. Any proprietary
investment may be hedged and, in that event, the return on the proprietary
investment, net of the effect of the hedge, would be expected to differ from the
return of the Fund. DB has no obligation to make any proprietary investments and
the amount of any proprietary investment this is made may or may not be
significant in comparison to the level of assets of the Fund. In the event that
a proprietary investment is made, except as otherwise required under the
Investment Company Act of 1940, DB would be permitted to redeem the investment
at such time that it deems appropriate.


In addition, the Board and shareholders approved a subadvisor approval policy
for the Fund/Portfolio (the "Subadvisor Approval Policy"). The Subadvisor
Approval Policy permits the Advisor, subject to the approval of the Board,
including a majority of its Independent Board Members, to appoint and replace
subadvisors and to amend sub-advisory contracts without obtaining shareholder
approval. Under the Subadvisor Approval Policy, the Board, including its
Independent Board Members, will continue to evaluate and approve all new
sub-advisory contracts between the Advisor and any subadvisor, as well as all
changes to any existing sub-advisory contract. The Fund/Portfolio cannot
implement the Subadvisor Approval Policy without the SEC either adopting
revisions to certain existing rules (as it proposed to do in October 2003) or
granting the Fund/Portfolio exemptive relief from such existing rules. In the
event that the Fund/Portfolio received exemptive relief or the SEC adopted
revisions to its current rules, the Fund/Portfolio and the Advisor would be
subject to certain conditions imposed by the SEC (and certain conditions that
may be imposed in the future within either exemptive relief or a rule) to ensure
that the interests of the Fund/Portfolio and its shareholders are adequately
protected whenever the Advisor acts under the Subadvisor Approval Policy,
including any shareholder notice requirements.

The Advisor may enter into arrangements with affiliates and third-party service
providers to perform various administrative, back-office and other services
relating to client accounts. Such service providers may be located in the US or
in non-US jurisdictions.

Subadvisor


Northern Trust Investments, N.A. ("NTI" or the "Subadvisor"), located at 50
South LaSalle Street, Chicago, IL 60603, serves as subadvisor to the Fund and
the Portfolio. NTI is an investment adviser registered under the Investment
Advisers Act of 1940, as amended. It primarily manages assets for defined
contribution and benefit plans, investment companies and other institutional
investors. NTI is a subsidiary of The Northern Trust Company ("TNTC"). TNTC is
an Illinois state chartered banking organization and a member of the Federal
Reserve System. Formed in 1889, TNTC administers and manages assets for
individuals, personal trusts, defined contribution and benefit plans and other
institutional and corporate clients. TNTC is the principal subsidiary of
Northern Trust Corporation, a company that is regulated by the Board of
Governors of the Federal Reserve System as a financial holding company under the
U.S. Bank Holding Company Act of 1956, as amended. Northern Trust Corporation,
through its subsidiaries, has for more than 100 years managed the assets of
individuals, charitable organizations, foundations and large corporate
investors. As of December 31, 2008, it had assets under custody of $3.0
trillion, and assets under investment management of $558.8 billion.


NTI serves as investment subadvisor pursuant to the terms of a subadvisory
agreement (the "Subadvisory Agreement") between it and the Advisor. NTI manages
the investment and reinvestment of the Portfolio's assets. NTI will provide such
investment advice, research and assistance as DIMA may, from time to time,
reasonably request. NTI has served as Subadvisor for the Portfolio since April
25, 2003.

DIMA pays NTI for its services subadvisory fees, payable monthly, as a
percentage of average daily net assets as shown below:

     Average Daily Net Assets                  DWS S&P 500 Index Fund Fee Rates
     ------------------------                  --------------------------------

     $0 - $2 billion                                        0.015%
     $2 billion - $4 billion                                0.010%
     Over $4 billion                                        0.005%


For the year ended December 31, 2008, NTI aggregated subadvisory fees of
$62,000. For the years ended December 31, 2007 and 2006, the Advisor paid
sub-advisory fees to NTI of $397,362 and $213,007, respectively.


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


Compensation of Portfolio Managers

As of March 31, 2008, the compensation for the index portfolio managers is based
on the competitive marketplace and consists of a fixed base salary plus a
variable annual cash incentive award. In addition, non-cash incentives, such as
stock options or restricted stock of Northern Trust Corporation, may be awarded
from time to time. The annual incentive award is discretionary and is based on a
quantitative and qualitative evaluation of each portfolio manager's investment
performance and contribution to his or her respective team plus the financial
performance of the investment business unit and Northern Trust Corporation as a
whole. The annual incentive award is not based on performance of the Funds or
the amount of assets held in the Funds. Moreover, no material differences exist
between the compensation structure for mutual fund accounts and other types of
accounts.

Portfolio Ownership of Portfolio Managers

The following table shows the dollar range of shares owned beneficially and of
record by each of the Portfolios' Portfolio Manager, including investments by
his immediate family members sharing the same household and amounts invested
through retirement and deferred compensation plans. This information is provided
as of the Portfolios' most recent fiscal year end.

                                                        Dollar Range of
Name of Portfolio Manager                             Fund Shares Owned
-------------------------                             -----------------

Brent Reeder                                                 $0

Conflicts of Interest

In addition to managing the assets of the Fund, the Fund's portfolio manager may
have responsibility for managing other client accounts of the Advisor or its
affiliates. The tables below show, for the portfolio manager, the number and
asset size of (1) SEC registered investment companies (or series thereof) other
than the Fund, (2) pooled investment vehicles that are not registered investment
companies and (3) other accounts (e.g., accounts managed for individuals or
organizations) managed by the portfolio manager. Total assets attributed to the
portfolio managers in the tables below include total assets of each account
managed by them, although the managers may only manage a portion of such
account's assets. The tables also show the number of performance based fee
accounts, as well as the total assets of the accounts for which the advisory fee
is based on the performance of the account. This information is provided as of
the Fund's most recent fiscal year end.

Other SEC Registered Investment Companies Managed:

<TABLE>
<CAPTION>
                                                                                 Number of
                                       Number of        Total Assets of         Investment          Total Assets of
                                      Registered          Registered         Company Accounts        Performance-
                                      Investment          Investment         with Performance-         Based Fee
Name of Portfolio Manager              Companies           Companies             Based Fee             Accounts
-------------------------              ---------           ---------             ---------             --------

<S>                                       <C>           <C>                          <C>                  <C>
Brent Reeder                              19            $9,364,153,072               0                    $0

Other Pooled Investment Vehicles Managed:

                                                                              Number of Pooled
                                                                                 Investment
                                      Number of                               Vehicle Accounts      Total Assets of
                                       Pooled          Total Assets of              with             Performance-
                                     Investment       Pooled Investment         Performance-           Based Fee
Name of Portfolio Manager             Vehicles             Vehicles              Based Fee             Accounts
-------------------------             --------             --------              ---------             --------

Brent Reeder                             34            $45,432,490,514               0                    $0

Other Accounts Managed:

                                                                                 Number of
                                                                               Other Accounts       Total Assets of
                                      Number of                                     with             Performance-
                                        Other          Total Assets of          Performance-           Based Fee
Name of Portfolio Manager             Accounts          Other Accounts           Based Fee             Accounts
-------------------------             --------          --------------           ---------             --------

Brent Reeder                              71            $34,169,252,600         0                     $0
</TABLE>

Conflicts of Interest

NTI's portfolio managers are often responsible for managing one or more
portfolio, as well as other accounts, including separate accounts and other
pooled investment vehicles. A portfolio manager may manage a separate account or
other pooled investment vehicle that may have a materially higher or lower fee
arrangement. The side-by-side management of these accounts may raise potential
conflicts of interest relating to cross trading, the allocation of investment
opportunities and the aggregation and allocation of trades. In addition, while
portfolio managers generally only manage accounts with similar investment
strategies, it is possible that due to varying investment restrictions among
accounts that certain investments are made for some accounts and not others or
conflicting investment positions are taken among accounts. The portfolio
managers have a fiduciary responsibility to manage all client accounts in a fair
and equitable manner. NTI seeks to provide best execution of all securities
transactions and aggregate and then allocate securities to client accounts in a
fair and timely manner. To this end, NTI has developed policies and procedures
designed to mitigate and manage the potential conflicts of interest that may
arise from side-by-side management. In addition, NTI has adopted policies
limiting the circumstances under which cross-trades may be effected. NTI
conducts periodic reviews of trades for consistency with these policies.




Codes of Ethics

The Board of Trustees of the Trust and Portfolio has adopted a Code of Ethics
pursuant to Rule 17j-1 under the 1940 Act. The Code of Ethics permits access
persons of the Fund to invest in securities for their own accounts, but requires
compliance with the Code's pre-clearance requirements, subject to certain
exceptions. In addition, the Code provides for trading blackout periods that
prohibit trading by personnel within periods of trading by the Portfolio/Fund in
the same security. The Trusts' Code of Ethics prohibits short term trading
profits, prohibits personal investment in initial public offerings and requires
prior approval with respect to purchases of securities in private placements.


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


NTI has adopted a code of ethics (the "NTI Code of Ethics") under Rule 17j-1 of
the 1940 Act. The NTI Code of Ethics permits investment and advisory personnel,
subject to the NTI Code of Ethics and its pre-clearance, reporting and other
provisions, to invest in securities, including securities that may be purchased
or held by the Fund. The NTI Code of Ethics contains several provisions to
address potential conflicts of interest between investment and advisory
personnel and the Fund, including a prohibition on investment in initial public
offerings and trading "blackout" periods, within which trading in a security is
prohibited during prescribed times.

                             FUND SERVICE PROVIDERS

Administrator for the Fund and Portfolio

Each of the Fund and Portfolio has entered into administrative services
agreements with DIMA (or the "Administrator") (each an "Administrative Services
Agreement"), pursuant to which the Administrator provides administrative
services to the Fund/Portfolio including, among others, providing the
Fund/Portfolio with personnel, preparing and making required filings on behalf
of the Fund/Portfolio, maintaining books and records for the Fund/Portfolio, and
monitoring the valuation of Fund/Portfolio securities. For all services provided
under the Administrative Services Agreement, the Fund pays the Administrator a
fee, computed daily and paid monthly, equal on an annual basis to 0.10% of the
Fund's average daily net assets. For all services provided under the
Administrative Services Agreement, the Portfolio pays the Advisor a fee,
computed daily and paid monthly, equal on an annual basis to 0.03% of the
Portfolio's average daily net assets.

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


For the year ended December 31, 2008, the Administrator received an
administration fee, from the Fund, of $579,400, of which $34,965 was unpaid as
of December 31, 2008. For the year ended December 31, 2007, the Administrator
received a fee, from the Fund, of $745,797. For the period from July 1, 2006
through December 31, 2006, the Administrator's fee from the Fund amounted to
$357,809. For the period from January 1, 2006 to June 30, 2006, the
Administrative Services Fees charged to the Fund aggregated $356,429.

For the year ended December 31, 2008, the Administrator received an
administration fee, from the Portfolio, of $886,137, of which $53,414 was unpaid
as of December 31, 2008. For the year ended December 31, 2007, the Administrator
received a fee, from the Portfolio, of $1,084,763. For the period June 1, 2006
through December 31, 2006, DAMI received an administration fee of $593,827 from
the Portfolio. Prior to June 1, 2006, Investment Company Capital Corporation
("ICCC") was the Administrator for the Portfolio and did not receive a fee from
the Portfolio.

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


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

Distributor


Pursuant to separate Underwriting and Distribution Services Agreements (each a
"Distribution Agreement"), DWS Investments Distributors, Inc. ("DIDI"), 222
South Riverside Plaza, Chicago, Illinois 60606, an affiliate of the Advisor, is
the distributor for the Class A, Class B and Class C shares of the Fund in the
continuous offering of its Shares.

The Distribution Agreement continues in effect from year to year only if its
continuance is approved for each class at least annually by a vote of the Board
members of the Fund, including the Trustees who are not interested persons of
the Fund and who have no direct or indirect financial interest in the Agreement.

The Distribution Agreement automatically terminates in the event of its
assignment and may be terminated for a class at any time without penalty by the
Fund or by DIDI upon 60 days' written notice. Termination by the Fund with
respect to a class may be by vote of (i) a majority of the Board members who are
not interested persons of the Fund and who have no direct or indirect financial
interest in the Distribution Agreement, or (ii) a "majority of the outstanding
voting securities" of the class of the Fund, as defined under the 1940 Act. All
material amendments must be approved by the Board of Trustees in the manner
described above with respect to the continuation of the Agreement. The
provisions concerning continuation, amendment and termination of a Distribution
Agreement are on a series by series and class by class basis.

DIDI bears all of its expenses of providing services pursuant to the
Distribution Agreement, including the payment of any commissions. The Fund pays
the cost for the prospectus and shareholder reports to be typeset and printed
for existing shareholders, and DIDI, as principal underwriter, pays for the
printing and distribution of copies thereof used in connection with the offering
of shares to prospective investors. DIDI also pays for supplementary sales
literature and advertising costs. As indicated under "Purchase and Redemption of
Shares," DIDI retains the sales charge upon the purchase of Class A shares and
pays or allows concessions or discounts to firms for the sale of the Fund's
shares. DIDI receives no compensation from the Fund as principal underwriter for
Class A shares. DIDI receives compensation from the Fund as principal
underwriter for Class B and Class C shares.

Shareholder and administrative services are provided to the Fund on behalf of
Class A, Class B and Class C shareholders, as applicable, under a Shareholder
Services Agreement (the "Services Agreement") with DIDI. The Services Agreement
continues in effect from year to year so long as such continuance is approved
for the Fund at least annually by a vote of the Board of the Fund, including the
Board members who are not interested persons of the Fund and who have no direct
or indirect financial interest in the Services Agreement. The Services Agreement
automatically terminates in the event of its assignment and may be terminated at
any time without penalty by the Fund or by DIDI upon 60 days' written notice.
Termination with respect to the Class A, B or C shares of the Fund may be by a
vote of (i) the majority of the Board members of the Fund who are not interested
persons of the Fund and who have no direct or indirect financial interest in the
Services Agreement, or (ii) a "majority of the outstanding voting securities" of
the Class A, B or C shares, as defined under the 1940 Act. The Services
Agreement may not be amended for a class to increase materially the fee to be
paid by the Fund without approval of a majority of the outstanding voting
securities of such class of the Fund, and all material amendments must in any
event be approved by the Board of Trustees in the manner described above with
respect to the continuation of the Services Agreement.

Under the Services Agreement, DIDI may provide or appoint various broker-dealer
firms and other service or administrative firms ("firms") to provide information
and services to investors in the Fund. Typically, DIDI appoints firms that
provide services and facilities for their customers or clients who are investors
in the Fund. Firms appointed by DIDI provide such office space and equipment,
telephone facilities and personnel as is necessary or beneficial for providing
information and services to their clients. Such services and assistance may
include, but are not limited to, establishing and maintaining accounts and
records, processing purchase and redemption transactions, answering routine
inquiries regarding the Fund, providing assistance to clients in changing
dividend and investment options, account designations and addresses and such
other administrative services as may be agreed upon from time to time and
permitted by applicable statute, rule or regulation.

DIDI bears all of its expenses of providing those services pursuant to the
Services Agreement, including the payment of a service fee to firms (as defined
below). As indicated below DIDI receives compensation from the Fund for its
services under the Services Agreement.


Rule 12b-1 Plans


The Fund has adopted a plan pursuant to Rule 12b-1 under the 1940 Act (each a
"Rule 12b-1 Plan") that provides for fees payable as an expense of the Class B
shares and Class C shares that are used by DIDI to pay for distribution services
for those classes. Pursuant to each Rule 12b-1 Plan, shareholder and
administrative services are provided to the Fund on behalf of its Class A, B and
C shareholders under the Fund's Services Agreement with DIDI. Because 12b-1 fees
are paid out of Fund assets on an ongoing basis, they will, over time, increase
the cost of an investment and may cost more than other types of sales charges.

The Rule 12b-1 distribution plans for Class B and Class C shares provide
alternative methods for paying sales charges and may help funds grow or maintain
asset levels to provide operational efficiencies and economies of scale. Rule
12b-1 service plans provide compensation to DIDI or intermediaries for
post-sales servicing. Since each Distribution Agreement provides for fees
payable as an expense of the Class B shares and Class C shares that are used by
DIDI to pay for distribution and services for those classes, the agreement is
approved and reviewed separately for the Class B shares and Class C shares in
accordance with Rule 12b-1 under the 1940 Act, which regulates the manner in
which an investment company may, directly or indirectly, bear the expenses of
distributing its shares. The Distribution Agreement and Rule 12b-1 Plans may not
be amended to increase the fee to be paid by the Fund with respect to a class
without approval by a majority of the outstanding voting securities of such
class of the Fund. Similarly, the Services Agreement is approved and reviewed
separately for the Class A shares, Class B shares and Class C shares in
accordance with Rule 12b-1.

If a Rule 12b-1 Plan is terminated in accordance with its terms, the obligation
of the Fund to make payments to DIDI pursuant to the Rule 12b-1 Plan will cease
and the Fund will not be required to make any payments not previously accrued
past the termination date. Thus, there is no legal obligation for the Fund to
pay any expenses incurred by DIDI other than fees previously accrued and payable
under a Rule 12b-1 Plan, if for any reason the Rule 12b-1 Plan is terminated in
accordance with its terms. Future fees under the Rule 12b-1 Plan may or may not
be sufficient to cover DIDI for its expenses incurred. On the other hand, under
certain circumstances, DIDI might collect in the aggregate over certain periods
more in fees under the Rule 12b-1 Plan than it has expended over that same
period in providing distribution services for the Fund. In connection with Class
B shares, for example, if shares of the Fund were to appreciate (resulting in
greater asset base against which Rule 12b-1 fees are charged) and sales of the
Fund's shares were to decline (resulting in lower expenditures by DIDI under the
Rule 12b-1 Plan), fees payable could exceed expenditures. This may also happen
over certain periods shorter than the life of the Rule 12b-1 Plan simply due to
the timing of expenses incurred by DIDI that is not matched to the timing of
revenues received (e.g., a sales commission may be paid by DIDI related to an
investment in year 1, while the Rule 12b-1 fee to DIDI related to that
investment may accrue during year 1 through year 6 prior to conversion of the
investment to Class A shares). As a result, if DIDI's expenses are less than the
Rule 12b-1 fees, DIDI will retain its full fees and make a profit.


Class B and Class C Shares


Distribution Services. For its services under the Distribution Agreement, DIDI
receives a fee from the Fund under its Rule 12b-1 Plan, payable monthly, at the
annual rate of 0.75% of average daily net assets of the Fund attributable to its
Class B shares. This fee is accrued daily as an expense of Class B shares. DIDI
also receives any contingent deferred sales charges paid with respect to Class B
shares. DIDI currently compensates firms for sales of Class B shares at a
commission rate of 3.75%.

For its services under the Distribution Agreement, DIDI receives a fee from the
Fund under its Rule 12b-1 Plan, payable monthly, at the annual rate of 0.75% of
average daily net assets of the Fund attributable to Class C shares. This fee is
accrued daily as an expense of Class C shares. DIDI currently advances to firms
the first year distribution fee at a rate of 0.75% of the purchase price of
Class C shares. For periods after the first year, DIDI currently pays firms for
sales of Class C shares a distribution fee, payable quarterly, at an annual rate
of 0.75% of net assets attributable to Class C shares maintained and serviced by
the firm. This fee continues until terminated by DIDI or the Fund. DIDI also
receives any contingent deferred sales charges paid with respect to Class C
shares.


Class A, Class B and Class C Shares


Shareholder Services. For its services under the Services Agreement, DIDI
receives a shareholder services fee from the Fund under a Rule 12b-1 Plan,
payable monthly, at an annual rate of up to 0.25% of the average daily net
assets of Class A, B and C shares of the Fund.

With respect to Class A shares of the Fund, DIDI pays each firm a service fee,
payable quarterly, at an annual rate of up to 0.25% of the net assets in Fund
accounts that it maintains and services attributable to Class A shares,
respectively, of the Fund, commencing with the month after investment. With
respect to Class B and Class C shares of the Fund, DIDI currently advances to
firms the first-year service fee at a rate of up to 0.25% of the purchase price
of such shares. For periods after the first year, DIDI currently intends to pay
firms a service fee at a rate of up to 0.25% (calculated monthly and paid
quarterly) of the net assets attributable to Class B and Class C shares of the
Fund maintained and serviced by the firm. Firms to which service fees may be
paid include affiliates of DIDI. In addition DIDI may, from time to time, pay
certain firms from it own resources additional amounts for ongoing
administrative services and assistance provided to their customers and clients
who are shareholders of the Fund.

DIDI also may provide some of the above services and may retain any portion of
the fee under the Services Agreement not paid to firms to compensate itself for
shareholder or administrative functions performed for the Fund. Currently, the
shareholder services fee payable to DIDI is payable at an annual rate of up to
0.25% of net assets based upon Fund assets in accounts for which a firm provides
administrative services and at the annual rate of 0.15% of net assets based upon
Fund assets in accounts for which there is no firm of record (other than DIDI)
listed on the Fund's records. The effective shareholder services fee rate to be
charged against all assets of the Fund while this procedure is in effect will
depend upon the proportion of Fund assets that is held in accounts for which a
firm of record provides shareholder services. The Board of the Fund, in its
discretion, may approve basing the fee to DIDI at the annual rate of 0.25% on
all Fund assets in the future. For the fiscal year ended December 31, 2008, the
Fund paid shareholder servicing and distribution fees to the Distributor as
follows:


                                            Shareholder
Fund Class        Distribution Fee         Servicing Fee       CDSC Fees Paid
----------        ----------------         -------------       --------------


Class A                      N/A               $190,504                  $4
Class B                  $18,208                 $5,753              $6,381
Class C                  $42,853                $14,136              $2,112




<TABLE>
<CAPTION>
                              12b-1 Compensation to Underwriter and Firms for the
                                      Fiscal Year Ended December 31, 2008
                                      -----------------------------------


                                   12b-1            12b-1              12b-1
                               Distribution      Shareholder       Compensation
                                   Fees         Services Fees      Paid to Firms
                                   ----         -------------      -------------

<S>                                 <C>                  <C>               <C>
DWS S&P 500      Class A                 $0            $203,118           $201,901
Index Fund
                 Class B            $18,256              $5,758            $24,997
                 Class C            $42,780             $14,130            $50,408


                                                   Other Expenses Paid by Underwriter for the
                                                      Fiscal Year Ended December 31, 2008
                                                      -----------------------------------

                              Advertising, Sales,
                                 Literature and
                                  Promotional        Prospectus     Marketing and     Postage and       Imputed
                                   Materials          Printing      Sales Expenses      Mailing        Interest
                                   ---------          --------      --------------      -------        --------

DWS S&P 500      Class A                $188,535        $11,301          $726,711         $16,667             $0
Index Fund
                 Class B                  $1,963           $113            $8,554            $138         $1,140
                 Class C                 $13,105           $756           $49,305          $1,135             $0


</TABLE>

Independent Registered Public Accounting Firm

The financial highlights of DWS S&P 500 Index Fund included in the Fund's
prospectus and the Financial Statements incorporated by reference in this SAI
have been incorporated by reference in reliance on the report of
PricewaterhouseCoopers LLP, an independent registered public accounting firm,
125 High Street, Boston, MA 02110, given on the authority of said firm as
experts in auditing and accounting. PricewaterhouseCoopers LLP audits the
financial statements of the Fund and provides other audit, tax and related
services. Shareholders will receive annual audited financial statements and
semiannual unaudited financial statements.

Legal Counsel


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




Custodian, Transfer Agent and Shareholder Service Agent

State Street Bank and Trust Company, 225 Franklin Street, Boston, MA serves as
custodian to the Fund and the Portfolio.


DWS Investments Service Company ("DISC", "Transfer Agent" or "Shareholder
Service Agent"), 210 W. 10th Street, Kansas City, Missouri 64105-1614, an
affiliate of the Advisor, is the Portfolio's and Fund's transfer agent,
dividend-paying agent and shareholder service agent for the Fund's Class A, B
and C shares.

Pursuant to a sub-transfer agency agreement between DISC and DST Systems, Inc.
("DST"), DISC has delegated certain transfer agent, dividend paying agent and
shareholder servicing agent functions to DST. The costs and expenses of such
delegation are borne by DISC, not by the Fund.


The Fund or the Advisor (including any affiliate of the Advisor), or both, may
pay unaffiliated third parties for providing recordkeeping and other
administrative services with respect to accounts of participants in retirement
plans or other beneficial owners of Fund shares whose interests are generally
held in an omnibus account. DWS Trust Company ("DWSTC"), an affiliate of the
Advisor, provides recordkeeping and other services in connection with certain
retirement and employee benefit plans invested in the Fund.


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


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

Regulatory Matters and Legal Proceedings


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


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

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

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

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


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





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

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

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


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

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

                                                          PORTFOLIO TRANSACTIONS

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

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

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

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

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

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

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

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

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

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

Investment decisions for each Fund and for other investment accounts managed by
the Advisor are made independently of each other in light of differing
conditions. However, the same investment decision may be made for two or more of
such accounts. In such cases, simultaneous transactions are inevitable. To the
extent permitted by law, the Advisor may aggregate the securities to be sold or
purchased for a 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.

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

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

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


For the years ended December 31, 2008, 2007 and 2006, the Portfolio paid
aggregate brokerage commissions of $91,501, $139,179 and $133,547, respectively.
For the years ended December 31, 2008, 2007 and 2006, the Portfolio did not pay
brokerage commissions to an affiliate.

The Portfolio is required to identify any securities of its "regular brokers or
dealers" (as such term is defined in the 1940 Act) that the Portfolio has
acquired during the most recent fiscal year. As of December 31, 2008, the
Portfolio held the following securities of its regular brokers or dealers.

                                                    alue of Securities Owned as
Name of Regular Broker or Dealer or Parent (Issuer)     of December 31, 2008
---------------------------------------------------     --------------------

E*Trade Financial Corp.                                         $125,000
American Capital Ltd.                                           $153,000
MBIA, Inc.                                                      $214,000
CB Richard Ellis Group, Inc.                                    $215,000
Janus Capital Group Inc.                                        $331,000
Federated Investors, Inc.                                       $385,000
First Horizon National Corp.                                    $429,000
Huntington Bancshares, Inc.                                     $727,000
Legg Mason, Inc.                                                $760,000
Comerica Inc.                                                   $803,000
Marshall & Ilsley Corp.                                         $844,000
Torchmark Corp.                                               $1,109,000
Dun & Bradstreet Corp. Del                                    $1,127,000
American International Group, Inc.                            $1,150,000
Fifth Third Bancorp.                                          $1,187,000
Lincoln National Corp.                                        $1,331,000
Ameriprise Financial, Inc.                                    $1,434,000
Regions Financial Corp.                                       $1,462,000
Invesco Ltd.                                                  $1,529,000
Principal Financial Group Inc.                                $1,556,000
People's United Financial, Inc.                               $1,687,000
H&R Block, Inc.                                               $1,913,000
T. Rowe Price Group, Inc.                                     $2,451,000
Franklin Resources, Inc.                                      $2,664,000
Suntrust Banks, Inc.                                          $3,013,000
Northern Trust Corp.                                          $3,160,000
Wachovia Corp.                                                $3,352,000
Prudential Financial Inc.                                     $3,496,000
BB&T Corp.                                                    $4,191,000
Charles Schwab Corp.                                          $4,276,000
PNC Financial Services Group, Inc.                            $4,437,000
State Street Corp.                                            $4,587,000
Morgan Stanley                                                $4,781,000
Merrill Lynch & Co., Inc.                                     $4,985,000
Bank of New York Mellon Corp.                                 $8,978,000
Citigroup, Inc.                                              $10,050,000
The Goldman Sachs Group, Inc.                                $10,310,000
US Bancorp                                                   $12,123,000
Bank of America Corp.                                        $19,340,000
Wells Fargo & Co.                                            $30,628,000
JPMorgan Chase & Co.                                         $32,203,000





Portfolio Turnover

Portfolio turnover rate is defined by the SEC as the ratio of the lesser of
sales or purchases of investment portfolio securities to the monthly average
value of such securities owned during the year, excluding all securities whose
remaining maturities at the time of acquisition were one year or less.

Higher levels of activity by the Fund result in higher transaction costs and may
also result in taxes on realized capital gains to be borne by the Fund's
shareholders. Purchases and sales are made whenever necessary, in the
Subadvisor's discretion, to meet the Fund's objective.


Portfolio turnover rates for the two most recent years are as follows: 6% and 5%
for the years ended December 31, 2008 and 2007, respectively.


                   PURCHASE AND REDEMPTION OF SHARES

General Information

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

A distribution will be reinvested in shares of the same Fund and class if the
distribution check is returned as undeliverable.


Orders will be confirmed at a price based on the net asset value (including any
applicable sales charge) of the Fund next determined after receipt in good order
by DIDI of the order accompanied by payment. Orders received by dealers or other
financial services firms prior to the determination of net asset value and
received in good order by DIDI prior to the determination of net asset value
will be confirmed at a price based on the net asset value next determined after
receipt by DIDI ("trade date").


Certificates. Share certificates will not be issued. Share certificates now in a
shareholder's possession may be sent to the transfer agent for cancellation and
book-entry credit to such shareholder's account. Certain telephone and other
procedures require book-entry holdings. Shareholders with outstanding
certificates bear the risk of loss.


Use of Financial Services Firms. Investment dealers and other firms provide
varying arrangements for their clients to purchase and redeem the Fund's shares,
including higher minimum investments, and may assess transaction or other fees.
Firms may arrange with their clients for other investment or administrative
services. Such firms may independently establish and charge additional amounts
to their clients for such services. Firms also may hold the Fund's shares in
nominee or street name as agent for and on behalf of their customers. In such
instances, the Transfer Agent will have no information with respect to or
control over the accounts of specific shareholders. Such shareholders may obtain
access to their accounts and information about their accounts only from their
firm. Certain of these firms may receive compensation from the Fund through the
Shareholder Service Agent for record-keeping and other expenses relating to
these nominee accounts. In addition, certain privileges with respect to the
purchase and redemption of shares or the reinvestment of dividends may not be
available through such firms. Some firms may participate in a program allowing
them access to their clients' accounts for servicing including, without
limitation, transfers of registration and dividend payee changes; and may
perform functions such as generation of confirmation statements and disbursement
of cash dividends. Such firms, including affiliates of DIDI, may receive
compensation from the Fund through the Shareholder Service Agent for these
services.


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


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

o        The Fund's consistency with DWS Investments' branding and
         long-term strategy;
o        The Fund's competitive performance;
o        The Fund's Morningstar rating;
o        The length of time the Fund's Portfolio Managers have managed
         the Fund/Strategy;
o        Market size for the fund category;
o        The Fund's size, including sales and redemptions of the Fund's shares.


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

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

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




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

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




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

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


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

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

o        Prototype money purchase pension and profit-sharing plans may be
         adopted by employers.

Brochures describing these plans as well as model defined benefit plans, target
benefit plans, 457 plans, 401(k) plans, SIMPLE 401(k) plans and materials for
establishing them are available from the Shareholder Service Agent upon request.
Additional fees and transaction policies and procedures may apply to such plans.
Investors should consult with their own tax advisors before establishing a
retirement plan.

Purchases

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

To help the government fight the funding of terrorism and money laundering
activities, federal law requires all financial institutions to obtain, verify
and record information that identifies each person who opens an account. For
more information, please see "Policies You Should Know About" in the Fund's
prospectuses.

The Fund may waive the minimum for purchases by trustees, officers or employees
of the Fund or the Manager and its affiliates.


Financial Services Firms' Compensation. Banks and other financial services firms
may provide administrative services related to order placement and payment to
facilitate transactions in shares of the Fund for their clients, and DIDI may
pay them a transaction fee up to the level of the discount or commission
allowable or payable to dealers.





In addition to the discounts or commissions described herein and the prospectus,
DIDI, the Advisor, or its affiliates, may pay or allow additional discounts,
commissions or promotional incentives, in the form of cash, to firms that sell
shares of the Fund. In some instances, such amounts may be offered only to
certain firms that sell or are expected to sell during specified time periods
certain minimum amounts of shares of the Fund, or other funds underwritten by
DIDI.

Upon notice to all dealers, DIDI may re-allow to dealers up to the full
applicable Class A sales charge during periods and for transactions specified in
such notice and such re-allowances may be based upon attainment of minimum sales
levels. During periods when 90% or more of the sales charge is re-allowed, such
dealers may be deemed to be underwriters as that term is defined in the 1933
Act.

DIDI may at its discretion compensate investment dealers or other financial
services firms in connection with the sale of Class A shares of the Funds in
accordance with the Large Order NAV Purchase Privilege and one of the two
compensation schedules up to the following amounts:

                          Compensation Schedule #1:
                      Retail Sales and DWS Flex Plan(1)
                      ---------------------------------

Amount of Shares Sold                    As a Percentage of Net Asset Value
---------------------                    ----------------------------------

$1 million to $3 million                               1.00%
Over $3 million to $50 million                         0.50%
Over $50 million                                       0.25%


                          Compensation Schedule #2:
                           DWS Retirement Plans(2)
                           -----------------------

Amount of Shares Sold                    As a Percentage of Net Asset Value
---------------------                    ----------------------------------

Over $3 million                                    0.00% - 0.50%


(1)       For purposes of determining the appropriate commission percentage to
          be applied to a particular sale under the foregoing schedule, DIDI
          will consider the cumulative amount invested by the purchaser in a
          Fund and other Funds listed under "Special Features -- Class A Shares
          -- Combined Purchases," including purchases pursuant to the "Combined
          Purchases," "Letter of Intent" and "Cumulative Discount" features
          referred to above.

(2)       Compensation Schedule 2 applies to employer sponsored employee benefit
          plans using the OmniPlus subaccount record keeping system made
          available through ADP, Inc. under an alliance with DIDI and its
          affiliates.





DIDI compensates firms for sales of Class B shares at the time of sale at a
commission rate of up to 3.75% of the amount of Class B shares purchased. DIDI
is compensated by each Fund for services as distributor and principal
underwriter for Class B shares. Except as provided below, for sales of Class C
shares, DIDI advances to firms the first year distribution fee at a rate of
0.75% of the purchase price of such shares, and, for periods after the first
year, DIDI currently pays firms for sales of Class C shares a distribution fee,
payable quarterly, at an annual rate of 0.75% of net assets attributable to
Class C shares maintained and serviced by the firm. For sales of Class C shares
to employer sponsored employee benefit plans using the OmniPlus subaccount
record keeping system made available through ADP, Inc. under an alliance with
DIDI and its affiliates, DIDI does not advance the first year distribution fee
and for periods after the date of sale, DIDI currently pays firms a distribution
fee, payable quarterly, at an annual rate of 0.75% based on net assets as of the
last business day of the month attributable to Class C shares maintained and
serviced by the firm. DIDI is compensated by the Fund for services as
distributor and principal underwriter for Class C shares.


Revenue Sharing


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

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

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

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

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

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

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

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

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

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

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

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




Class A Purchases. The public offering price of Class A shares for purchasers
choosing the initial sales charge alternative is the net asset value plus a
sales charge, as set forth below.

<TABLE>
<CAPTION>
                                                                      Sales Charge
                                                                      ------------
                                                                                           Allowed to Dealers
                                            As a Percentage of     As a Percentage of     as a Percentage of
Amount of Purchase                          Offering Price*,**     Net Asset Value***        Offering Price
------------------                          ------------------     ------------------        --------------

<S>       <C>                                      <C>                    <C>                    <C>
Less than $100,000                                 4.50                   4.71                   4.00
$100,000 but less than $250,000                    3.50                   3.63                   3.00
$250,000 but less than $500,000                    2.60                   2.67                   2.25
$500,000 but less than $1 million                  2.00                   2.04                   1.75
$1 million and over                                 .00****                .00****               *****
</TABLE>

*        The Offering Price includes the sales charge.

**       Because of rounding in the calculation of the offering price, the
         actual front-end sales charge paid by an investor may be higher or
         lower than the percentages noted above.

***      Rounded to the nearest one-hundredth percent.

****     Redemption of shares may be subject to a contingent deferred sales
         charge as discussed below.


*****    Commission is payable by DIDI as discussed below.


Class A NAV Sales. Class A shares may be sold at net asset value to:

(a)      a current or former director or trustee of Deutsche or DWS mutual
         funds;

(b)      an employee (including the employee's spouse or life partner and
         children or stepchildren age 21 or younger) of Deutsche Bank or its
         affiliates or of a subadvisor to any fund in the DWS family of funds or
         of a broker-dealer authorized to sell shares of the Fund or service
         agents of the Funds;


(c)      certain professionals who assist in the promotion of DWS mutual funds
         pursuant to personal services contracts with DIDI, for themselves or
         members of their families. DIDI in its discretion may compensate
         financial services firms for sales of Class A shares under this
         privilege at a commission rate of 0.50% of the amount of Class A shares
         purchased;


(d)      any trust, pension, profit-sharing or other benefit plan for only such
         persons listed under the preceding paragraphs (a) and (b);

(e)      persons who purchase such shares through bank trust departments that
         process such trades through an automated, integrated mutual fund
         clearing program provided by a third party clearing firm;


(f)      selected employees (including their spouses or life partners and
         children or stepchildren age 21 or younger) of banks and other
         financial services firms that provide administrative services related
         to order placement and payment to facilitate transactions in shares of
         the Fund for their clients pursuant to an agreement with DIDI or one of
         its affiliates. Only those employees of such banks and other firms who
         as part of their usual duties provide services related to transactions
         in Fund shares qualify;


(g)      unit investment trusts sponsored by Ranson & Associates, Inc. and
         unitholders of unit investment trusts sponsored by Ranson & Associates,
         Inc. or its predecessors through reinvestment programs described in the
         prospectuses of such trusts that have such programs;


(h)      through certain investment advisors registered under the Investment
         Advisers Act of 1940 and other financial services firms acting solely
         as agent for their clients, that adhere to certain standards
         established by DIDI, including a requirement that such shares be sold
         for the benefit of their clients participating in an investment
         advisory program or agency commission program under which such clients
         pay a fee to the investment advisor or other firm for portfolio
         management or agency brokerage services. Such shares are sold for
         investment purposes and on the condition that they will not be resold
         except through redemption or repurchase by the Fund;

(i)      employer sponsored employee benefit plans using the Flex subaccount
         recordkeeping system ("Flex Plans") made available through ADP under an
         alliance with DIDI and its affiliates, established prior to October 1,
         2003, provided that the Flex Plan is a participant-directed plan that
         has not less than 200 eligible employees;


(j)      investors investing $1 million or more, either as a lump sum or through
         the "Combined Purchases," "Letter of Intent" and "Cumulative Discount"
         features referred to above (collectively, the "Large Order NAV Purchase
         Privilege"). The Large Order NAV Purchase Privilege is not available if
         another net asset value purchase privilege is available;

(k)      defined contribution investment only plans with a minimum of $1,000,000
         in plan assets regardless of the amount allocated to the DWS funds;

In addition, Class A shares may be sold at net asset value in connection with:


(l)      the acquisition of the assets of or merger or consolidation with
         another investment company, or to shareholders in connection with the
         investment or reinvestment of income and capital gain dividends, and
         under other circumstances deemed appropriate by DIDI and consistent
         with regulatory requirements; and

(m)      a direct "roll over" of a distribution from a Flex Plan or from
         participants in employer sponsored employee benefit plans maintained on
         the OmniPlus subaccount record keeping system made available through
         ADP, Inc. under an alliance with DIDI and its affiliates into a DWS
         Investments IRA;


(n)      reinvestment of fund dividends and distributions;

(o)      exchanging an investment in Class A shares of another fund in the DWS
         family of funds for an investment in the fund.


Class A shares also may be purchased at net asset value in any amount by members
of the plaintiff class in the proceeding known as Howard and Audrey Tabankin, et
al. v. Kemper Short-Term Global Income Fund, et al., Case No. 93 C 5231 (N.D.
IL). This privilege is generally non-transferable and continues for the lifetime
of individual class members and for a ten-year period for non-individual class
members. To make a purchase at net asset value under this privilege, the
investor must, at the time of purchase, submit a written request that the
purchase be processed at net asset value pursuant to this privilege specifically
identifying the purchaser as a member of the "Tabankin Class." Shares purchased
under this privilege will be maintained in a separate account that includes only
shares purchased under this privilege. For more details concerning this
privilege, class members should refer to the Notice of (i) Proposed Settlement
with Defendants; and (ii) Hearing to Determine Fairness of Proposed Settlement,
dated August 31, 1995, issued in connection with the aforementioned court
proceeding. For sales of Fund shares at net asset value pursuant to this
privilege, DIDI may in its discretion pay investment dealers and other financial
services firms a concession, payable quarterly, at an annual rate of up to 0.25%
of net assets attributable to such shares maintained and serviced by the firm. A
firm becomes eligible for the concession based upon assets in accounts
attributable to shares purchased under this privilege in the month after the
month of purchase and the concession continues until terminated by DIDI. The
privilege of purchasing Class A shares of the Fund at net asset value under this
privilege is not available if another net asset value purchase privilege also
applies.

Class A Quantity Discounts. An investor or the investor's dealer or other
financial services firm must notify the Shareholder Service Agent or DIDI
whenever a quantity discount or reduced sales charge is applicable to a
purchase. In order to qualify for a lower sales charge, all orders from an
organized group will have to be placed through a single investment dealer or
other firm and identified as originating from a qualifying purchaser.

Letter of Intent. The reduced sales charges for Class A shares, as shown in the
applicable prospectus, also apply to the aggregate amount of purchases of Class
A shares of DWS Funds that bear a sales charge made by any purchaser within a
24-month period under a written Letter of Intent ("Letter") provided by DIDI.
The Letter, which imposes no obligation to purchase or sell additional Class A
shares, provides for a price adjustment depending upon the actual amount
purchased within such period. The Letter provides that the first purchase
following execution of the Letter must be at least 5% of the amount of the
intended purchase, and that 5% of the amount of the intended purchase normally
will be held in escrow in the form of shares pending completion of the intended
purchase. If the total investments under the Letter are less than the intended
amount and thereby qualify only for a higher sales charge than actually paid,
the appropriate number of escrowed shares are redeemed and the proceeds used
toward satisfaction of the obligation to pay the increased sales charge. The
Letter for an employer-sponsored employee benefit plan maintained on the
subaccount record keeping system available through ADP, Inc. under an alliance
with DIDI and its affiliates may have special provisions regarding payment of
any increased sales charge resulting from a failure to complete the intended
purchase under the Letter. A shareholder may include the value (at the maximum
offering price, which is determined by adding the maximum applicable sales load
charged to the net asset value) of all Class A shares of such DWS Funds held of
record as of the initial purchase date under the Letter as an "accumulation
credit" toward the completion of the Letter, but no price adjustment will be
made on such shares.


Class A Cumulative Discount. Class A shares of the Fund may also be purchased at
the rate applicable to the discount bracket attained by adding to the cost of
shares being purchased, the value of all Class A shares of DWS Funds that bear a
sales charge (computed at the maximum offering price at the time of the purchase
for which the discount is applicable) already owned by the investor or his or
her immediate family member (including the investor's spouse or life partner and
children or stepchildren age 21 or younger).


For purposes of the Combined Purchases, Letter of Intent and Cumulative Discount
features described above, employer sponsored employee benefit plans using the
Flex subaccount record keeping system available through ADP, Inc. under an
alliance with DIDI and its affiliates may include: (a) Money Market Funds as
"DWS Funds," (b) all classes of shares of any DWS Fund and (c) the value of any
other plan investments, such as guaranteed investment contracts and employer
stock, maintained on such subaccount record keeping system. Once eligible plan
assets under this provision reach the $1,000,000 threshold, a later decline in
assets below the $1,000,000 threshold will not affect the plan's ability to
continue to purchase Class A shares at net asset value.


Combined Purchases. The Fund's Class A shares may be purchased at the rate
applicable to the sales charge discount bracket attained by combining same day
investments in Class A shares of any DWS Funds that bear a sales charge.

Class B Purchases. Class B shares of the fund are offered at net asset value. No
initial sales charge is imposed. Class B shares sold without an initial sales
charge allow the full amount of the investor's purchase payment to be invested
in Class B shares for his or her account. Class B shares have a contingent
deferred sales charge of 4.00% that declines over time (for shares sold within
six years of purchase) and Rule 12b-1 fees, as described in the Fund's
prospectus and SAI. Class B shares automatically convert to Class A shares after
six years.

Class C Purchases. Class C shares of the Fund are offered at net asset value. No
initial sales charge is imposed, which allows the full amount of the investor's
purchase payment to be invested in Class C shares for his or her account. Class
C shares are subject to a contingent deferred sales charge of 1.00% (for shares
sold within one year of purchase) and Rule 12b-1 fees, as described in the
Fund's prospectus and SAI.


Multi-Class Suitability. DIDI has established the following procedures regarding
the purchase of Class A, Class B and Class C shares. Orders to purchase Class B
shares of $100,000 or more and orders to purchase Class C shares of $500,000 or
more will be declined with the exception of orders received from financial
representatives acting for clients whose shares are held in an omnibus account
and employer-sponsored employee benefit plans using the subaccount record
keeping system ("System") maintained for DWS Investments-branded plans on record
keeping systems made available through ADP, Inc. under an alliance with DIDI and
its affiliate ("DWS Investments Flex Plans").

a.       Class B Share DWS Investments Flex Plans. Class B shares have not been
         sold to DWS Investments Flex Plans that were established on the Flex
         System after October 1, 2003. Orders to purchase Class B shares for a
         DWS Investments Flex Plan established on the Flex System prior to
         October 1, 2003 that has regularly been purchasing Class B shares will
         be invested instead in Class A shares at net asset value when the
         combined subaccount value in DWS Funds or other eligible assets held by
         the plan is $100,000 or more. This provision will be imposed for the
         first purchase after eligible plan assets reach the $100,000 threshold.
         A later decline in assets below the $100,000 threshold will not affect
         the plan's ability to continue to purchase Class A shares at net asset
         value.

b.       Class C Share DWS Investments Flex Plans. Orders to purchase Class C
         shares for a DWS Investments Flex Plan, regardless of when such plan
         was established on the Flex System, will be invested instead in Class A
         shares at net asset value when the combined subaccount value in DWS
         Funds or other eligible assets held by the plan is $1,000,000 or more.
         This provision will be imposed for the first purchase after eligible
         plan assets reach the $1,000,000 threshold. A later decline in assets
         below the $1,000,000 threshold will not affect the plan's ability to
         continue to purchase Class A shares at net asset value.




The procedures above do not reflect in any way the suitability of a particular
class of shares for a particular investor and should not be relied upon as such.
A suitability determination must be made by investors with the assistance of
their financial representative.

To sell shares by bank wire you will need to sign up for these services in
advance when completing your account application.


Automatic Investment Plan. A shareholder may purchase shares of the Fund through
an automatic investment plan. Investments are made automatically (minimum $500
and maximum $250,000 for initial investments and a minimum of $50 and maximum
$250,000 for subsequent investments) from the shareholder's account at a bank,
savings and loan or credit union into the shareholder's Fund account.
Termination by a shareholder will become effective within thirty days after the
Shareholder Service Agent has received the request. The Fund may immediately
terminate a shareholder's automatic investment plan in the event that any item
is unpaid by the shareholder's financial institution.




Minimum Subsequent Investment Policies. For current shareholders of Class A, B
or C shares there is a $50 minimum investment requirement for subsequent
investments in the fund. There is no minimum subsequent investment requirement
in Class A shares for investments on behalf of participants in certain fee-based
and wrap programs offered through financial intermediaries approved by the
Advisor.


Payroll Investment Plans. A shareholder may purchase shares through Payroll
Direct Deposit or Government Direct Deposit. Under these programs, all or a
portion of a shareholder's net pay or government check is invested each payment
period. A shareholder may terminate participation in these programs by giving
written notice to the shareholder's employer or government agency, as
appropriate. (A reasonable time to act is required.) The Fund is not responsible
for the efficiency of the employer or government agency making the payment or
any financial institutions transmitting payments.


Expedited Purchase Procedures for Existing Shareholders. Shareholders of other
DWS Funds who have submitted an account application and have certified a tax
identification number, clients having a regular investment counsel account with
the Advisor or its affiliates and members of their immediate families, officers
and employees of the Advisor or of any affiliated organization and their
immediate families, members of FINRA, and banks may open an account by wire by
calling (800) 621-1048 for instructions. The investor must send a duly completed
and signed application to the Fund promptly. A subsequent purchase order may be
placed by established shareholders (except by DWS Investments Individual
Retirement Account (IRA), DWS Simplified Profit Sharing and Money Purchase
Pension Plans, DWS Investments 401(k) and DWS Investments 403(b) Plan holders),
members of FINRA, and banks.

It is our policy to offer purchase privileges to current or former directors or
trustees of the Deutsche or DWS Investments mutual funds, employees, their
spouses or life partners and children or step-children age 21 or younger of
Deutsche Bank or its affiliates or a subadvisor to any fund in the DWS family of
funds or a broker-dealer authorized to sell shares of the funds. Qualified
individuals will generally be allowed to purchase shares in the class with the
lowest expense ratio, usually the Institutional Class shares. If a fund does not
offer Institutional Class shares, these individuals will be allowed to buy Class
A shares at NAV. The Fund also reserves the right to waive the minimum account
balance requirement for employee and director accounts. Fees generally charged
to IRA accounts will be charged to accounts of employees and directors.


Redemptions



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


A request for repurchase (confirmed redemption) may be communicated by a
shareholder through a financial services firm to DIDI, which firms must promptly
submit orders to be effective.


Redemption requests must be unconditional. Redemption requests (and a stock
power for certificated shares) must be duly endorsed by the account holder. As
specified in the prospectus, signatures may need to be guaranteed by a
commercial bank, trust company, savings and loan association, federal savings
bank, member firm of a national securities exchange or other financial
institution permitted by SEC rule. Additional documentation may be required,
particularly from institutional and fiduciary account holders, such as
corporations, custodians (e.g., under the Uniform Transfers to Minors Act),
executors, administrators, trustees or guardians.

If the proceeds of the redemption (prior to any imposition of any contingent
deferred sales charge) are $100,000 or less and the proceeds are payable to the
shareholder of record at the address of record, normally a telephone request or
a written request by any one account holder without a signature guarantee is
sufficient for redemptions by individual or joint account holders, and trust,
executor and guardian account holders, provided the trustee, executor or
guardian is named in the account registration. Other institutional account
holders may exercise this special privilege of redeeming shares by telephone
request or written request without signature guarantee subject to the same
conditions as individual account holders, provided that this privilege has been
pre-authorized by the institutional account holder by written instruction to the
Shareholder Service Agent with signatures guaranteed. This privilege may not be
used to redeem shares held in certificated form and may not be used if the
shareholder's account has had an address change within 15 days of the redemption
request.

Wires. Delivery of the proceeds of a wire redemption of $250,000 or more may be
delayed by the Fund for up to seven days if the Fund or the Shareholder Service
Agent deems it appropriate under then-current market conditions. The ability to
send wires is limited by the business hours and holidays of the firms involved.
The Fund is not responsible for the efficiency of the federal wire system or the
account holder's financial services firm or bank. The account holder is
responsible for any charges imposed by the account holder's firm or bank. To
change the designated account to receive wire redemption proceeds, send a
written request to the Fund Shareholder Service Agent with signatures guaranteed
as described above or contact the firm through which Fund shares were purchased.

Automatic Withdrawal Plan. The owner of $5,000 or more of a class of the Fund's
shares at the offering price (net asset value plus, in the case of Class A
shares, the initial sales charge) may provide for the payment from the owner's
account of any requested dollar amount to be paid to the owner or a designated
payee monthly, quarterly, semiannually or annually. The $5,000 minimum account
size is not applicable to IRAs. The minimum periodic payment is $50. Shares are
redeemed so that the payee should receive payment approximately on the first of
the month. The maximum sales rate at which shares subject to a CDSC may be
redeemed is 12% of net asset value. Investors using this Plan must reinvest Fund
distributions.

The purchase of Class A shares while participating in an automatic withdrawal
plan will ordinarily be disadvantageous to the investor because the investor
will be paying a sales charge on the purchase of shares at the same time that
the investor is redeeming shares upon which a sales charge may have already been
paid. Therefore, the Fund will not knowingly permit additional investments of
less than $2,000 if the investor is at the same time making systematic
withdrawals.

Contingent Deferred Sales Charge (CDSC). The following example will illustrate
the operation of the CDSC. Assume that an investor makes a single purchase of
$10,000 of the Fund's Class B shares and that 16 months later the value of the
shares has grown by $1,000 through reinvested dividends and by an additional
$1,000 of share appreciation to a total of $12,000. If the investor were then to
redeem the entire $12,000 in share value, the CDSC would be payable only with
respect to $10,000 because neither the $1,000 of reinvested dividends nor the
$1,000 of share appreciation is subject to the charge. The charge would be at
the rate of 3.00% ($300) because it was in the second year after the purchase
was made.


The rate of the CDSC is determined by the length of the period of ownership.
Investments are tracked on a monthly basis. The period of ownership for this
purpose begins the first day of the month in which the order for the investment
is received. For example, an investment made in March of the year of investment
will be eligible for the second year's charge if redeemed on or after March of
the following year. In the event no specific order is requested when redeeming
shares subject to a CDSC, the redemption will be made first from shares
representing reinvested dividends and then from the earliest purchase of shares.
DIDI receives any CDSC directly. The charge will not be imposed upon redemption
of reinvested dividends or share appreciation.


The Class A CDSC will be waived in the event of:

(a)      redemptions by a participant-directed qualified retirement plan
         described in Code Section 401(a), a participant-directed non-qualified
         deferred compensation plan described in Code Section 457 or a
         participant-directed qualified retirement plan described in Code
         Section 403(b)(7) which is not sponsored by a K-12 school district;


(b)      redemptions by employer-sponsored employee benefit plans using the
         subaccount record keeping system made available through ADP, Inc. under
         an alliance with DIDI and its affiliates;


(c)      redemption of shares of a shareholder (including a registered joint
         owner) who has died or is disabled (under certain circumstances);

(d)      redemption of shares of a shareholder (including a registered joint
         owner) who after purchase of the shares being redeemed becomes totally
         disabled (as evidenced by a determination by the federal Social
         Security Administration);

(e)      redemptions under the Fund's Automatic Withdrawal Plan at a maximum of
         12% per year of the net asset value of the account;


(f)      redemptions of shares whose dealer of record at the time of the
         investment notifies DIDI that the dealer waives the discretionary
         commission applicable to such Large Order NAV Purchase; and


(g)      redemptions for certain loan advances, hardship provisions or returns
         of excess contributions from retirement plans.

The Class B CDSC will be waived for the circumstances set forth in items (c),
(d), (e) and (g) for Class A shares. In addition, this CDSC will be waived:

(h)      for redemptions made pursuant to any IRA systematic withdrawal based on
         the shareholder's life expectancy including, but not limited to,
         substantially equal periodic payments described in Internal Revenue
         Code Section 72(t)(2)(A)(iv) prior to age 59 1/2;


(i)      for redemptions to satisfy required minimum distributions after age 70
         1/2 from an IRA account (with the maximum amount subject to this waiver
         being based only upon the shareholder's DWS Investments IRA accounts);
         and

(j)      in connection with the following redemptions of shares held by employer
         sponsored employee benefit plans maintained on the subaccount record
         keeping system made available through ADP under an alliance with DIDI
         and its affiliates: (1) to satisfy participant loan advances (note that
         loan repayments constitute new purchases for purposes of the CDSC and
         the conversion privilege), (2) in connection with retirement
         distributions (limited at any one time to 12% of the total value of
         plan assets invested in the Fund), (3) in connection with distributions
         qualifying under the hardship provisions of the Internal Revenue Code,
         (4) representing returns of excess contributions to such plans and (5)
         in connection with direct "roll over" distributions from a Flex Plan
         into a DWS Investments IRA under the Class A net asset value purchase
         privilege.


The Class C CDSC will be waived for the circumstances set forth in items (b),
(c), (d), (e) and (g) for Class A shares and for the circumstances set forth in
items (h) and (i) for Class B shares. In addition, this CDSC will be waived for:

(k)      redemption of shares by an employer sponsored employee benefit plan
         that offers funds in addition to DWS Funds and whose dealer of record
         has waived the advance of the first year administrative service and
         distribution fees applicable to such shares and agrees to receive such
         fees quarterly; and

(l)      redemption of shares purchased through a dealer-sponsored asset
         allocation program maintained on an omnibus record-keeping system
         provided the dealer of record had waived the advance of the first year
         administrative services and distribution fees applicable to such shares
         and has agreed to receive such fees quarterly.

In-kind Redemptions. The Fund reserves the right to honor any request for
redemption or repurchase by making payment in whole or in part in readily
marketable securities. These securities will be chosen by the fund and valued as
they are for purposes of computing the fund's net asset value. A shareholder may
incur transaction expenses in converting these securities to cash.

Exchanges


Shareholders may request a taxable exchange of their shares for shares of the
corresponding class of certain other DWS funds without imposition of a sales
charge, subject to the provisions below. For purposes of calculating any CDSC,
amounts exchanged retain their original cost and purchase date.

Shareholders who exchange their shares out of a DWS money market fund (not
including shares acquired by dividend reinvestment or by exchange from Class A
shares of another DWS fund) into Class A shares of certain other DWS funds, will
generally be subject to the applicable sales charge.

Certain DWS funds may not be available to shareholders on an exchange. To learn
more about which DWS funds may be available on exchange, please contact your
financial services firm or visit our Web site at: www.dws-investments.com or
call (800) 621-1048.

Shareholders may obtain prospectus(es) of the DWS fund they are exchanging into
from dealers, other firms or DIDI.

Class A to Class S in the Same Fund Exchange Privilege. Investors who have
invested in Class A shares through a comprehensive or "wrap" fee program, or
other fee-based program sponsored by a broker-dealer, bank or registered
investment adviser may become eligible to invest in Class S shares. Subject to
the discretion of DWS Investments Distributors, Inc., such shareholders may
exchange their Class A shares for Class S shares of equal aggregate value of the
same fund. No sales charge or other charges will apply to any such exchanges.
Investors should contact their selling and/or servicing agents to learn more
about the details of this exchange feature.




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

                                    DIVIDENDS


The Fund generally intends to distribute to its shareholders substantially all
of its net earnings, which includes net investment income and net realized
short-term and long-term capital gain. However, if the Fund determines that it
is in the interest of its shareholders, the Fund may retain all or part of its
net realized long-term capital gains for reinvestment, after paying the related
federal income and excise taxes. In such a case, shareholders will generally be
treated as having received their share of such gains, but will then be able to
claim a credit against their federal income tax liability for the federal income
tax the Fund pays on such gain. If the Fund does not distribute the amount of
ordinary income or capital gain required to be distributed by an excise tax
provision of the Internal Revenue Code of 1986, as amended (the "Code"), the
Fund may be subject to that excise tax on the undistributed amounts. In certain
circumstances, the Fund may determine that it is in the interest of shareholders
to distribute less than the required amount. See "Taxes" below for more
information.


The Fund intends to distribute investment company taxable income, exclusive of
net short-term capital gains in excess of net long-term capital losses, in
March, June, September and December each year. Distributions of net capital
gains realized during each fiscal year will be made annually before the end of
the Fund's fiscal year on December 31. Additional distributions, including
distributions of net short-term capital gains in excess of net long-term capital
losses, may be made, if necessary.

Any dividends or capital gains distributions declared in October, November or
December with a record date in such a month and paid during the following
January will be treated by shareholders for federal income tax purposes as if
received on December 31 of the calendar year declared.

Dividends paid by the Fund with respect to each class of its shares will be
calculated in the same manner, at the same time and on the same day. Income and
capital gain dividends, if any, of the Fund will be credited to shareholder
accounts in full and fractional shares of the same class of the Fund at net
asset value on the reinvestment date, except that, upon written request to the
Shareholder Service Agent, a shareholder may select one of the following
options:

1.       To receive income and short-term capital gain distributions in cash and
         long-term capital gain distributions in shares of the same class at net
         asset value; or

2.       To receive income and capital gain distributions in cash.

Distributions will be reinvested in shares of the same class of the Fund unless
shareholders indicate in writing that they wish to receive them in cash or in
shares of other DWS Funds with multiple classes of shares as provided in the
prospectus. To use this privilege of investing dividends of the Fund in shares
of another DWS Fund, shareholders must maintain a minimum account value of
$1,000 in the Fund distributing the dividends. The Fund will reinvest dividend
checks (and future dividends) in shares of that same Fund and class if checks
are returned as undeliverable. Dividends and other distributions of the Fund in
the aggregate amount of $10 or less are automatically reinvested in shares of
the same Fund and class unless the shareholder requests in writing that a check
be issued for that particular distribution.




If a shareholder has elected to reinvest any dividends and/or other
distributions, such distributions will be made in shares of that Fund and
confirmations will be mailed to each shareholder. If a shareholder has chosen to
receive cash, a check will be sent. Distributions are taxable, whether made in
shares or cash.


Each distribution is accompanied by a brief explanation of the form and
character of the distribution. The characterization of distributions on such
correspondence may differ from the characterization for federal tax purposes. In
January of each year, the Fund issues to each shareholder a statement of the
federal income tax status of all distributions in the prior calendar year.


The Fund may at any time vary its foregoing distribution practices and,
therefore, reserves the right from time to time to either distribute or retain
for reinvestment such of its net investment income and its net short-term and
long-term capital gains as its Board determines appropriate under the then
current circumstances. In particular, and without limiting the foregoing, the
Fund may make additional distributions of net investment income or net
short-term capital gain net income in order to satisfy the minimum distribution
requirements applicable to regulated investment companies under the Code.


                                      TAXES


The following is intended to be a general summary of certain US federal income
tax consequences of investing in the Fund. It is not intended as a complete
discussion of all such consequences, it does not address foreign, state or local
taxes or the effect of possible change in the tax laws, nor does it deal with
all categories of investors. Investors are therefore advised to consult with
their tax advisors before making an investment in the Fund. This summary is
based on the Code, US Treasury Regulations, and other applicable authority, as
of the date of this SAI. These authorities are subject to change by legislative
or administrative action, possibly with retroactive effect.




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


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


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

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


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


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


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





If for any taxable year the Fund were not to qualify for the special federal
income tax treatment accorded regulated investment companies, all of its taxable
income would be subject to federal income tax at regular corporate rates
(without any deduction for distributions to its shareholders), and all
distributions from earnings and profits, including any distributions of net
tax-exempt income and net long-term capital gains, would be taxable to
shareholders as ordinary income. Such distributions may be eligible (i) to be
treated as qualified dividend income in the case of shareholders taxed as
individuals and (ii) for the dividends-received deduction in the case of
corporate shareholders. In addition, the Fund could be required to recognize
unrealized gains, pay substantial taxes and interest and make substantial
distributions before requalifying as a regulated investment company that is
accorded special federal income tax treatment.

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

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

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

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





Taxation of Fund Distributions. For federal income tax purposes, distributions
of net investment income are generally taxable to shareholders as ordinary
income. Taxes on distributions of capital gains are determined by how long the
Fund owned (or is deemed to have owned) the investments that generated them,
rather than how long a shareholder has owned his or her shares. In general, the
Fund will recognize long-term capital gain or loss on assets it has owned (or is
deemed to have owned) for more than one year, and short-term capital gain or
loss on investments it has owned (or is deemed to have owned). Distributions of
net capital gains from the sale of investments that the Fund owned and that are
properly designated by the Fund as capital gain dividends ("Capital Gain
Dividends") will be taxable to shareholders as long-term capital gains.

Capital gains may be reduced if the Fund has capital loss carryforwards
available. Any capital loss carryforwards to which the Fund is entitled are
disclosed in the Fund's annual and semi-annual reports to shareholders.
Long-term capital gain rates applicable to individuals and other noncorporate
taxpayers have been temporarily reduced, to a maximum rate of 15% with lower
rates applying to taxpayers in the 10% and 15% rate brackets, for taxable years
beginning before January 1, 2011. Distributions derived from net short-term
capital gain (the excess of net short-term capital gain over net long-term
capital loss) from the sale of investments that the Fund owned will be taxable
as ordinary income.

For taxable years beginning before January 1, 2011, distributions of net
investment income designated by the Fund as derived from "qualified dividend
income" will be taxed in the hands of individuals and other noncorporate
taxpayers at the rates applicable to long-term capital gain, provided certain
holding period and other requirements are met at both the shareholder and Fund
levels. In order for some portion of the dividends received by the Fund
shareholder to be "qualified dividend income," the Fund must meet holding period
and other requirements with respect to the dividend-paying stock in its
portfolio and the shareholder must meet holding period and other requirements
with respect to the Fund's shares. A dividend will not be treated as qualified
dividend income (at either the Fund or shareholder level) (i) if the dividend is
received with respect to any share of stock held for fewer than 61 days during
the 121-day period beginning on the date which is 60 days before the date on
which such share becomes ex-dividend with respect to such dividend (or, in the
case of certain preferred stock, 91 days during the 181-day period beginning 90
days before such date), (ii) to the extent that the recipient is under an
obligation (whether pursuant to a short sale or otherwise) to make related
payments with respect to positions in substantially similar or related property,
(iii) if the recipient elects to have the dividend income treated as investment
income for purposes of the limitation on deductibility of investment interest,
or (iv) if the dividend is received from a foreign corporation that is (a) not
eligible for the benefits of a comprehensive income tax treaty with the United
States (with the exception of dividends paid on stock of a foreign corporation
readily tradable on an established securities market in the United States) or
(b) treated as a passive foreign investment company.

If the aggregate qualified dividend income received by the Fund during any
taxable year is 95% or more of its gross income, then 100% of the Fund's
dividends (other than dividends properly designated as Capital Gain Dividends)
will be eligible to be treated as qualified dividend income. For this purpose,
the only gain included in the term "gross income" is the excess of net
short-term capital gain over net long-term capital loss.





Distributions are taxable whether shareholders receive them in cash or reinvest
them in additional shares through the reinvestment privilege. A shareholder
whose distributions are reinvested in shares will be treated as having received
a dividend equal to the fair market value of the new shares issued to the
shareholder.

If there are differences between the Fund's book income and the sum of its
taxable income (including capital gains) and net tax-exempt income (if any), the
Fund may be required to distribute amounts in excess of its book income or a
portion of Fund distributions may be treated as a return of capital to
shareholders. If the Fund's book income exceeds the sum of its taxable income
and net tax-exempt income (if any), the distribution (if any) of such excess
will be treated as (i) a dividend to the extent of the Fund's remaining earnings
and profits (including earnings and profits arising from tax-exempt income),
(ii) thereafter as a return of capital to the extent of the recipient's basis in
the shares, and (iii) thereafter as gain from the sale or exchange of a capital
asset. If the Fund's book income is less than its taxable income and tax-exempt
income (if any), the Fund could be required to make distributions exceeding book
income to qualify as a regulated investment company that is accorded special
federal income tax treatment. Securities that are denominated in foreign
currency may give rise to such a difference.

All distributions by the Fund result in a reduction in the net asset value of
the Fund's shares. Should a distribution reduce the net asset value below a
shareholder's cost basis, such distribution would nevertheless be taxable to the
shareholder as ordinary income, qualified dividend income or capital gain as
described herein, even though, from an investment standpoint, it may constitute
a partial return of capital. In particular, investors should be careful to
consider the tax implications of buying shares just prior to a distribution. The
price of shares purchased at that time includes the amount of the forthcoming
distribution. Those purchasing Fund shares just prior to a distribution will
receive a partial return of capital upon the distribution, which will
nevertheless be taxable to them for federal income tax purposes.

Dividends Received Deduction. If dividends from domestic corporations constitute
a substantial portion of the Fund's gross income, a position of the income
distributions of the Fund may be eligible for the 70% deduction for dividends
received by corporations. Shareholders will be informed of the portion of
dividends which so qualify. The dividends received deduction is reduced to the
extent the shares of the Fund with respect to which the dividends are received
are treated as debt-financed under federal income tax law. The dividends
received deduction is eliminated (i) if either the underlying shares or the
shares of the Fund are deemed to have been held by the Fund or the shareholder,
as the case may be, for less than 46 days during the 91-day period beginning 45
days before the shares become ex-dividend (or, in the case of certain preferred
stock, 91 days during the 181-day period beginning 90 days before such date), or
(ii) to the extent that the Fund is under an obligation (pursuant to a short
sale or otherwise) to make related payments with respect to positions in
substantially similar or related property.

Transactions in Fund Shares. The sale, exchange or redemption of shares of the
Fund may give rise to a gain or loss. In general, any gain or loss realized upon
a taxable disposition of shares will be treated as long-term capital gain or
loss if the shares have been held for more than 12 months. Otherwise, the gain
or loss on the taxable disposition of shares of the Fund will be treated as
short-term gain or loss. However, any loss realized upon a taxable disposition
of shares held for six months or less will be treated as long-term, rather than
short-term, to the extent of any long-term capital gain distributions received
(or deemed received) by the shareholder with respect to the shares. All or a
portion of any loss realized upon a taxable disposition of shares of the Fund
will be disallowed if other substantially identical shares of the Fund are
purchased within 30 days before or after the disposition. In such a case, the
basis of the newly purchased shares will be adjusted to reflect the disallowed
loss.

Under certain circumstances, shareholders of the Fund may exchange their shares
for shares of other funds (the "reinvested shares"). If a shareholder (other
than a shareholder who holds his or her shares in a tax-exempt account) makes
such an exchange, the shareholder will recognize a capital gain or loss for
federal income tax purposes measured by the difference between the value of the
reinvested shares and the basis of the exchanged shares. Upon the exchange of
shares (or the reinvestment in shares of the same Fund) that were purchased
subject to a sales charge and held for less than 91 days, the lesser of (i) the
sales charge incurred on the exchanged shares or (ii) the sales charge waived on
the reinvested shares is included in the basis of the reinvested shares and is
not included in the basis of the exchanged shares.

Securities Lending. To the extent that the Fund makes a distribution of income
received by the Fund in lieu of dividends (a "substitute payment") with respect
to securities on a loan pursuant to a securities lending transaction, such
income will not constitute qualified dividend income to individual and other
noncorporate shareholders and will not be eligible for the dividends received
deduction for corporate shareholders.

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

Hedging and Related Transactions. The Fund's use of options, swaps, futures
contracts, forward contracts and related transactions (to the extent permitted)
will be subject to special federal income tax rules (including mark-to-market,
constructive sale, straddle, wash sale and other rules), the effect of which may
be to accelerate income to such Fund, defer losses to such Fund, cause
adjustments in the holding periods of such Fund's portfolio securities, convert
long-term capital gains into short-term capital gains or convert short-term
capital losses into long-term capital losses. These rules could therefore affect
the amount, timing and character of distributions to investors. In addition,
because the tax rules applicable to derivative financial instruments are in some
cases uncertain under current law, an adverse determination or future guidance
by the IRS with respect to these rules (which determination or guidance could be
retroactive) may affect whether the Fund has made sufficient distributions, and
otherwise satisfied the relevant requirements, to maintain its qualification as
a regulated investment company and avoid a Fund-level tax. The Fund intends to
limit its activities in options, futures contracts, forward contracts, swaps and
related transactions to the extent necessary to meet the requirements for
qualification and treatment as a regulated investment company under Subchapter M
of the Code.

Certain of the Fund's hedging activities (including transactions, if any, in
foreign currencies or foreign currency-denominated instruments) will likely
produce a difference between its book income and its taxable income. As
described above, this difference may cause a portion of the Fund's distributions
to constitute returns of capital for tax purposes or require the Fund to make
distributions exceeding book income to qualify as a regulated investment company
for U.S. federal income tax purposes.

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

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

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

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

Interest paid on debt obligations owned by the Fund that are considered for tax
purposes to be payable in the equity of the issuer or a related party will not
be deductible to the issuer, possibly affecting the cash flow of the issuer.

Certain Investments in Real Estate Investment Trusts (REITs). Any investment by
the Fund in REIT equity securities may result in the Fund's receipt of cash in
excess of the REIT's earnings; if the Fund distributes these amounts, these
distributions could constitute a return of capital to Fund shareholders for
federal income tax purposes. In addition, any investments in REIT equity
securities may require the Fund to accrue and distribute income not yet
received. To generate sufficient cash to make the requisite distributions, the
Fund may be required to sell securities in its portfolio (including when it is
not advantageous to do so) that it otherwise would have continued to hold.
Dividends received by the Fund from a REIT will not qualify for the corporate
dividends received deduction and generally will not constitute qualified
dividend income.

The Fund could directly or indirectly hold residual interests in real estate
mortgage investment conduits ("REMICs") or equity interests in taxable mortgage
pools ("TMPs"). Under a notice issued by the IRS in October 2006 and Treasury
regulations that have yet to be issued by may apply retroactively, a portion of
the Fund's income (including income allocated to the Fund from a REIT or other
pass-through entity) that is attributable to a residual interest in a REMIC or
an equity interest in a TMP (referred to in the Code as an "excess inclusion")
will be subject to federal income tax in all events. This notice also provides,
and the regulations are expected to provide, that excess inclusion income of a
regulated investment company, such as the Fund, will be allocated to
shareholders of the regulated investment company in proportion to the dividends
received by such shareholders, with the same consequences as if the shareholders
held the related REMIC or TMP interest directly. As a result, the Fund may not
be a suitable investment for charitable remainder trusts, as noted below.

In general, excess inclusion income allocated to shareholders (i) cannot be
offset by net operating losses (subject to a limited exception for certain
thrift institutions), (ii) will constitute unrelated business taxable income
("UBTI") to entities (including a qualified pension plan, an individual
retirement account, a 401(k) plan, a Keogh plan or other tax-exempt entity)
subject to tax on UBTI, thereby potentially requiring such an entity that is
allocated excess inclusion income, and otherwise might not be required to file a
federal income tax return, to file a tax return and pay tax on such income, and
(iii) in the case of a non-US shareholder, will not qualify for any reduction in
US federal withholding tax.

Passive Foreign Investment Companies. Equity investments by the Fund in certain
"passive foreign investment companies" ("PFICs") could potentially subject the
Fund to a US federal income tax (including interest charges) on distributions
received from the company or on proceeds received from the disposition of shares
in the company, which tax cannot be eliminated by making distributions to Fund
shareholders. However, the Fund may elect to avoid the imposition of that tax.
For example, the Fund may elect to treat a PFIC as a "qualified electing fund"
(a "QEF election"), in which case the Fund would be required to include its
share of the company's income and net capital gains annually, regardless of
whether it receives any distribution from the company. Such Fund also may make
an election to mark the gains (and to a limited extent losses) in PFIC holdings
"to the market" as though it had sold and repurchased its holdings in those
PFICs on the last day of the Fund's taxable year, with such gains and losses
being treated as ordinary income and loss. The QEF and mark-to-market elections
may accelerate the recognition of income (without the receipt of cash) and
increase the amount required to be distributed by the Fund to avoid taxation.
Making either of these elections therefore may require such Fund to liquidate
other investments (including when it is not advantageous to do so) to meet its
distribution requirement, which also may accelerate the recognition of gain and
affect the Fund's total return. As described above, dividends paid by PFICs will
not be eligible to be treated as "qualified dividend income."

Foreign Taxation. Foreign withholding or other foreign taxes with respect to
income (possibly including, in some cases, capital gains) on certain foreign
securities may occur. These taxes may be reduced or eliminated under the terms
of an applicable US income tax treaty. Shareholders generally will not be
entitled to claim a credit or deduction with respect to foreign taxes incurred
by the Fund.

Tax-Exempt Shareholders. Under current law, the Fund generally serves to "block"
(that is, prevent the attribution to shareholders of) UBTI from being realized
by tax-exempt shareholders. Notwithstanding this "blocking" effect, a tax-exempt
shareholder could realize UBTI by virtue of its investment in the Fund if shares
in the Fund constitute debt-financed property in the hands of the tax-exempt
shareholder within the meaning of Code Section 514(b).

Any investment in residual interests of a collateralized mortgage obligation (a
"CMO") that has elected to be treated as a REMIC likewise can create complex tax
problems, especially if the Fund has state or local governments or other
tax-exempt organizations as shareholders. Furthermore, a tax-exempt shareholder
may recognize UBTI if the Fund recognizes "Excess inclusion income" derived from
direct or indirect investments in REMIC residual interests or equity interests
in TMPs if the amount of such income recognized by the Fund exceeds the Fund's
investment company taxable income (after taking into account deductions for
dividends paid by the Fund).

In addition, special tax consequences apply to charitable remainder trusts
("CRTs") that invest in regulated investment companies that invest directly or
indirectly in residual interests in REMICs or equity interests in TMPs. Under
legislation enacted in December 2006, a CRT (as defined in section 664 of the
Code) that realizes any UBTI for a taxable year must pay an excise tax annually
of an amount equal to such UBTI. Under IRS guidance issued in October 2006, a
CRT will not recognize UBTI as a result of investing in the Fund that recognizes
"excess inclusion income." Rather, if at any time during any taxable year a CRT
(or one of certain other tax-exempt shareholders, such as the United States, a
state or political subdivision, or an agency or instrumentality thereof, and
certain energy cooperatives) is a record holder of a share in the Fund that
recognizes "excess inclusion income," then the Fund will be subject to a tax on
that portion of its "excess inclusion income" for the taxable year that is
allocable to such shareholders at the highest federal corporate income tax rate.
The extent to which this IRS guidance remains applicable in light of the
December 2006 legislation is unclear. To the extent permitted under the 1940
Act, the Fund may elect to specially allocate any such tax to the applicable
CRT, or other shareholders, and thus reduce such shareholder's distributions for
the year by the amount of the tax that relates to such shareholder's interest in
the Fund. The Fund has not yet determined whether such an election will be made.
CRTs and other tax-exempt investors are urged to consult their tax advisors
concerning the consequences of investing in the Fund.

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





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

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

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

However, effective for taxable years of the Fund beginning before January 1,
2010, the Fund will not be required to withhold any amounts (i) with respect to
distributions (other than distributions to a foreign person (w) that has not
provided a satisfactory statement that the beneficial owner is not a US person,
(x) to the extent that the dividend is attributable to certain interest on an
obligation if the foreign person is the issuer or is a 10% shareholder of the
issuer, (y) that is within certain foreign countries that have inadequate
information exchange with the US, or (z) to the extent the dividend is
attributable to interest paid by a person that is a related person of the
foreign person and the foreign person is a controlled foreign corporation) from
US-source interest income that would not be subject to US federal income tax if
earned directly by an individual foreign person, to the extent such
distributions are properly designated by the Fund ("interest-related
dividends"), and (ii) with respect to distributions (other than (a)
distributions to an individual foreign person who is present in the US for a
period or periods aggregating 183 days or more during the year of the
distribution and (b) distributions subject to special rules regarding
disposition of US real property interests ("USRPIs")) of net short-term capital
gains in excess of net long-term capital losses, to the extent such
distributions are properly designated by the Fund ("short-term capital gain
dividends"). Absent legislation extending these exemptions for taxable years
beginning on or after January 1, 2010, these special withholding exemptions for
interest-related and short-term capital gain dividends will expire and these
dividends generally will be subject to withholding as described above. It is
currently unclear whether Congress will extend these exemptions for tax years
beginning on or after January 1, 2010.

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

Special rules apply to distributions to certain foreign persons from a regulated
investment company that is either a "U.S. real property holding corporation"
("USRPHC") or would be a USRPHC absent exclusions from USRPI treatment for
interests in domestically controlled REITs and regulated investment companies
and not-greater-than-5% interests in publicly traded classes of stock in REITs
and regulated investment companies. Additionally, special rules apply to the
sale of shares in a regulated investment company that is a USRPHC. Very
generally, a USRPHC is a domestic corporation that holds USRPIs -- USRPIs are
defined generally as any interest in U.S. real property or any equity interest
in a USRPHC -- the fair market value of which equals or exceeds 50% of the sum
of the fair market values of the corporation's USRPIs, interests in real
property located outside the United States and other assets. The Fund generally
does not expect that it will be a USRPHC or would be a USRPHC but for the
operation of these exceptions, and thus does not expect these special tax rules
to apply.

In order to qualify for any exemptions from withholding or for lower withholding
tax rates under income tax treaties, a foreign person will need to comply with
applicable certification requirements relating to its non-US status (including,
in general, furnishing an IRS Form W-8BEN or substitute form). In the case of
shares held through an intermediary, the intermediary may withhold even if the
Fund makes a designation with respect to a payment. Foreign persons should
contact their intermediaries regarding the application of these rules to their
accounts.





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

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

Other Tax Considerations. Shareholders of the Fund may be subject to state and
local taxes on distributions received from the Fund and on redemptions of the
Fund's shares.

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

The US federal income tax discussion set forth above is for general information
only. Investors are advised to consult their own tax advisors with respect to
their own circumstances regarding the above-referenced federal income taxation
rules and with respect to other federal, state, local or foreign tax
consequences to them of an investment in shares of the Fund.


                                 NET ASSET VALUE

The net asset value per share of the Fund is computed as of the close of regular
trading on the Exchange on each day the Exchange is open for trading (the "Value
Time"). The Exchange is scheduled to be closed on the following holidays: New
Year's Day, Dr. Martin Luther King, Jr. Day, Presidents' Day, Good Friday,
Memorial Day, Independence Day, Labor Day, Thanksgiving and Christmas, and on
the preceding Friday or subsequent Monday when one of these holidays falls on a
Saturday or Sunday, respectively. Net asset value per share is determined
separately for each class of shares by dividing the value of the total assets of
the Fund attributable to the shares of that class, less all liabilities
attributable to that class, by the total number of shares of that class
outstanding. The per share net asset value may be lower for certain classes of
the Fund because of higher expenses borne by these classes.

An equity security is valued at its most recent sale price on the security's
primary exchange or over-the-counter ("OTC") market as of the Value Time.
Lacking any sales, the security is valued at the calculated mean between the
most recent bid quotation and the most recent asked quotation (the "Calculated
Mean") on such exchange or OTC market as of the Value Time. If it is not
possible to determine the Calculated Mean, the security is valued at the most
recent bid quotation on such exchange or OTC market as of the Value Time. In the
case of certain foreign exchanges or OTC markets, the closing price reported by
the exchange or OTC market (which may sometimes be referred to by the exchange
or one or more pricing agents as the "official close" or the "official closing
price" or other similar term) will be considered the most recent sale price.

Debt securities are valued as follows. Money market instruments purchased with
an original or remaining maturity of 60 days or less, maturing at par, are
valued at amortized cost. Other money market instruments are valued based on
information obtained from an approved pricing agent or, if such information is
not readily available, by using matrix pricing techniques (formula driven
calculations based primarily on current market yields). Bank loans are valued at
prices supplied by an approved pricing agent (which are intended to reflect the
mean between the bid and asked prices), if available, and otherwise at the mean
of the most recent bid and asked quotations or evaluated prices, as applicable,
based on quotations or evaluated prices obtained from one or more
broker-dealers. Privately placed debt securities, other than Rule 144A debt
securities, initially are valued at cost and thereafter based on all relevant
factors, including type of security, size of holding and restrictions on
disposition. Municipal debt securities are valued at prices supplied by an
approved pricing agent (which are intended to reflect the mean between the bid
and asked prices), if available, and otherwise at the mean of the most recent
bid and asked quotations or evaluated price obtained from a broker-dealer. Other
debt securities are valued at prices supplied by an approved pricing agent, if
available, and otherwise at the most recent bid quotation or evaluated price, as
applicable, obtained from one or more broker-dealers. If it is not possible to
value a particular debt security pursuant to the above methods, the security is
valued on the basis of factors including (but not limited to) maturity, coupon,
creditworthiness, currency denomination, and the movement of the market in which
the security is normally traded.

An exchange-traded option contract on securities, currencies and other financial
instruments is valued at its most recent sale price on the relevant exchange.
Lacking any sales, the option contract is valued at the Calculated Mean. If it
is not possible to determine the Calculated Mean, the option contract is valued
at the most recent bid quotation in the case of a purchased option contract or
the most recent asked quotation in the case of a written option contract, in
each case as of the Value Time. An option contract on securities, currencies and
other financial instruments traded in the OTC market is valued on the Value Date
at the evaluated price provided by the broker-dealer with which it was traded.
Futures contracts (and options thereon) are valued at the most recent settlement
price, if available, on the security's primary exchange. With the exception of
stock index futures contracts which trade on the Chicago Mercantile Exchange,
closing settlement times are prior to the close of trading on the Exchange. For
stock index futures contracts which trade on the Chicago Mercantile Exchange,
closing settlement prices are normally available at approximately 4:20 pm
Eastern time. If no settlement price is available, the last traded price on such
exchange will be used.

If market quotations for Fund assets are not readily available or the value of
the Fund asset as determined in accordance with Board-approved procedures does
not represent the fair market value of the Fund asset, the value of the Fund
asset is taken to be an amount which, in the opinion of the Fund's Pricing
Committee (or, in some cases, the Board's Valuation Committee), represents fair
market value. The value of other holdings is determined in a manner which is
intended to fairly reflect the fair market value of the asset on the valuation
date, based on valuation procedures adopted by the Fund's Board and overseen
primarily by the Fund's Pricing Committee.


                           BOARD MEMBERS AND OFFICERS

The following table presents certain information regarding the Board Members of
the Trust. Each Board Member's year of birth is set forth in parentheses after
his or her name. Unless otherwise noted, (i) each Board Member has engaged in
the principal occupation(s) noted in the table for at least the most recent five
years, although not necessarily in the same capacity, and (ii) the address of
each Board Member that is not an "interested person" (as defined in the 1940
Act) of the Trust or the Advisor (each, an "Independent Board Member") is c/o
Dawn-Marie Driscoll, PO Box 100176, Cape Coral, FL 33904. The term of office for
each Board Member is until the election and qualification of a successor, or
until such Board Member sooner dies, resigns, is removed or as otherwise
provided in the governing documents of the Trust. Because the Fund does not hold
an annual meeting of shareholders, each Board Member will hold office for an
indeterminate period. The Board Members may also serve in similar capacities
with other funds in the DWS fund complex.

Independent Board Members

<TABLE>
<CAPTION>
--------------------------------------------------------------------------------------------------------------------
 Name, Year of Birth, Position                                                                   Number of Funds
 with the Trust and Length of     Business Experience and                                        in DWS Fund
 Time Served(1)                   Directorships During the Past 5 Years                          Complex Overseen
--------------------------------------------------------------------------------------------------------------------
<S>                               <C>                                                                   <C>
Paul K. Freeman                   Consultant, World Bank/Inter-American Development Bank;               129
(1950)                            Governing Council of the Independent Directors Council
Chairperson since 2009, and       (governance, executive committees); formerly: Project Leader,
Board Member since 1993           International Institute for Applied Systems Analysis
                                  (1998-2001); Chief Executive Officer, The Eric Group, Inc.
                                  (environmental insurance) (1986-1998)
--------------------------------------------------------------------------------------------------------------------
John W. Ballantine (1946)         Retired; formerly: Executive Vice President and Chief Risk            129
Board Member since 1999           Management Officer, First Chicago NBD Corporation/The First
                                  National Bank of Chicago (1996-1998); Executive Vice
                                  President and Head of International Banking (1995-1996);
                                  Directorships: Healthways Inc. (provider of disease and care
                                  management services); Portland General Electric (utility
                                  company); Stockwell Capital Investments PLC (private equity);
                                  former Directorships: First Oak Brook Bancshares, Inc. and
                                  Oak Brook Bank
--------------------------------------------------------------------------------------------------------------------
 Henry P. Becton, Jr. (1943)      Vice Chair, WGBH Educational Foundation; Directorships:               129
 Board Member since               Association of Public Television Stations; Becton Dickinson
 1990                             and Company(2) (medical technology company); Belo
                                  Corporation(2) (media company); Boston Museum of Science;
                                  Public Radio International; PRX, The Public Radio Exchange;
                                  The PBS Foundation; former Directorships: American Public
                                  Television; Concord Academy; New England Aquarium; Mass.
                                  Corporation for Educational Telecommunications; Committee for
                                  Economic Development; Public Broadcasting Service
--------------------------------------------------------------------------------------------------------------------
Dawn-Marie Driscoll (1946)        President, Driscoll Associates (consulting firm); Executive           129
Board Member since 1987           Fellow, Center for Business Ethics, Bentley University;
                                  formerly: Partner, Palmer & Dodge (1988-1990); Vice President
                                  of Corporate Affairs and General Counsel, Filene's
                                  (1978-1988); Directorships: Trustee of 20 open-end mutual
                                  funds managed by Sun Capital Advisers, Inc. (since 2007);
                                  Director of ICI Mutual Insurance Company (since 2007);
                                  Advisory Board, Center for Business Ethics, Bentley
                                  University; Trustee, Southwest Florida Community Foundation
                                  (charitable organization); former Directorships: Investment
                                  Company Institute (audit, executive, nominating committees)
                                  and Independent Directors Council (governance, executive
                                  committees)
--------------------------------------------------------------------------------------------------------------------
Keith R. Fox (1954)               Managing General Partner, Exeter Capital Partners (a series           129
Board Member since                of private equity funds); Directorships: Progressive Holding
1996                              Corporation (kitchen goods importer and distributor); Natural
                                  History, Inc. (magazine publisher); Box Top Media Inc.
                                  (advertising); The Kennel Shop (retailer)
--------------------------------------------------------------------------------------------------------------------
Kenneth C. Froewiss               Clinical Professor of Finance, NYU Stern School of Business           129
(1945)                            (1997-present); Member, Finance Committee, Association for
Board Member since                Asian Studies (2002-present); Director, Mitsui Sumitomo
2001                              Insurance Group (US) (2004-present); prior thereto, Managing
                                  Director, J.P. Morgan (investment banking firm) (until 1996)
--------------------------------------------------------------------------------------------------------------------
Richard J. Herring                Jacob Safra Professor of International Banking and Professor,         129
(1946)                            Finance Department, The Wharton School, University of
Board Member since                Pennsylvania (since July 1972); Co-Director, Wharton
1990                              Financial Institutions Center (since July 2000); Director,
                                  Japan Equity Fund, Inc. (since September 2007), Thai Capital
                                  Fund, Inc. (since September 2007), Singapore Fund, Inc.
                                  (since September 2007); formerly: Vice Dean and Director,
                                  Wharton Undergraduate Division (July 1995-June 2000);
                                  Director, Lauder Institute of International Management
                                  Studies (July 2000-June 2006)
--------------------------------------------------------------------------------------------------------------------
William McClayton (1944)          Managing Director, Diamond Management & Technology                    129
Board Member since 2004           Consultants, Inc. (global management consulting firm)
                                  (2001-present); Directorship: Board of Managers, YMCA of
                                  Metropolitan Chicago; formerly: Senior Partner, Arthur
                                  Andersen LLP (accounting) (1966-2001); Trustee, Ravinia
                                  Festival
--------------------------------------------------------------------------------------------------------------------
Rebecca W. Rimel                  President and Chief Executive Officer, The Pew Charitable             129
(1951)                            Trusts (charitable organization) (1994 to present); Trustee,
Board Member since                Thomas Jefferson Foundation (charitable organization) (1994
1995                              to present); Trustee, Executive Committee, Philadelphia
                                  Chamber of Commerce (2001 to 2007); Trustee, Pro Publica
                                  (2007-present) (charitable organization); formerly: Executive
                                  Vice President, The Glenmede Trust Company (investment trust
                                  and wealth management) (1983 to 2004); Board Member, Investor
                                  Education (charitable organization) (2004-2005); Director,
                                  Viasys Health Care(2) (January 2007-June 2007)
--------------------------------------------------------------------------------------------------------------------
William N. Searcy, Jr.            Private investor since October 2003; Trustee of 20 open-end           129
(1946)                            mutual funds managed by Sun Capital Advisers, Inc. (since
Board Member since                October 1998); formerly: Pension & Savings Trust Officer,
1993                              Sprint Corporation(2) (telecommunications) (November
                                  1989-September 2003)
--------------------------------------------------------------------------------------------------------------------
Jean Gleason Stromberg            Retired; formerly: Consultant (1997-2001); Director, US               129
(1943)                            Government Accountability Office (1996-1997); Partner,
Board Member since                Fulbright & Jaworski, L.L.P. (law firm) (1978-1996);
1997                              Directorships: The William and Flora Hewlett Foundation;
                                  Business Leadership Council, Wellesley College; former
                                  Directorships: Service Source, Inc., Mutual Fund Directors
                                  Forum (2002-2004), American Bar Retirement Association
                                  (funding vehicle for retirement plans) (1987-1990 and
                                  1994-1996)
--------------------------------------------------------------------------------------------------------------------
Robert H. Wadsworth (1940)        President, Robert H. Wadsworth & Associates, Inc. (consulting         132
Board Member since 1999           firm) (1983 to present); Director, The Phoenix Boys Choir
                                  Association
--------------------------------------------------------------------------------------------------------------------

Interested Board Member


--------------------------------------------------------------------------------------------------------------------
 Name, Year of Birth, Position                                                                   Number of Funds
 with the Trust and Length of     Business Experience and                                        in DWS Fund
 Time Served(1)                   Directorships During the Past 5 Years                          Complex Overseen
--------------------------------------------------------------------------------------------------------------------
 Axel Schwarzer(3)                Managing Director(4), Deutsche Asset Management; Head of              129
 (1958)                           Deutsche Asset Management Americas; CEO of DWS Investments;
 Board Member since               formerly: board member of DWS Investments, Germany
 2006                             (1999-2005); Head of Sales and Product Management for the
                                  Retail and Private Banking Division of Deutsche Bank in
                                  Germany (1997-1999); various strategic and operational
                                  positions for Deutsche Bank Germany Retail and Private
                                  Banking Division in the field of investment funds, tax driven
                                  instruments and asset management for corporates (1989-1996)
--------------------------------------------------------------------------------------------------------------------

Officers(5)


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

(1)      The length of time served represents the year in which the Board Member
         joined the board of one or more DWS funds currently overseen by the
         Board.

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

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

(4)      Executive title, not a board directorship.

(5)      As a result of their respective positions held with the Advisor, these
         individuals are considered "interested persons" of the Advisor within
         the meaning of the 1940 Act. Interested persons receive no compensation
         from the Fund.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

The Operations Committee: The Operations Committee reviews the administrative
operations, legal affairs and general compliance matters of the Fund. The
Operations Committee reviews administrative matters related to the operations of
the Fund, policies and procedures relating to portfolio transactions, custody
arrangements, fidelity bond and insurance arrangements, valuation of Fund assets
and securities and such other tasks as the full Board deems necessary or
appropriate. The Operations Committee also oversees the valuation of the Fund's
securities and other assets and determines, as needed, the fair value of Fund
securities or other assets under certain circumstances as described in the
Fund's Valuation Procedures. The Operations Committee has appointed a Valuation
Sub-Committee, which may make determinations of fair value required when the
Operations Committee is not in session. The members of the Operations Committee
are Dawn-Marie Driscoll (Chair), John W. Ballantine (Vice Chair), Kenneth C.
Froewiss, Rebecca W. Rimel and William N. Searcy, Jr. The members of the
Valuation Sub-Committee are Kenneth C. Froewiss (Chair), John W. Ballantine,
Dawn-Marie Driscoll (Alternate), Rebecca W. Rimel (Alternate) and William N.
Searcy, Jr. (Alternate). During the calendar year 2008, the Operations Committee
held four (4) meetings and the Valuation Sub-Committee held no meetings.

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

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

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

<TABLE>
<CAPTION>
                                                                             Total Compensation
                                          Aggregate Compensation               from Fund and
  Name of Board Member                 from DWS S&P 500 Index Fund           DWS Fund Complex(1)
  --------------------                 ---------------------------           -------------------

<S>                                                <C>                             <C>
  John W. Ballantine                               $104                            $237,500
  Henry P. Becton, Jr.(2)                          $406                            $246,000
  Dawn-Marie Driscoll(2)(3)                        $480                            $292,500
  Keith R. Fox(2)                                  $386                            $229,500
  Paul K. Freeman                                  $104                            $255,000
  Kenneth C. Froewiss                              $386                            $226,750
  Richard J. Herring(2)                            $406                            $240,000
  William McClayton(4)                             $104                            $257,500
  Rebecca W. Rimel(2)                              $386                            $233,500
  William N. Searcy, Jr.                           $406                            $238,000
  Jean Gleason Stromberg                           $386                            $225,500
  Robert H. Wadsworth                              $104                            $273,500
</TABLE>

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

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

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

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

Board Member Ownership in the Fund

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

<TABLE>
<CAPTION>
                                                                                   Aggregate Dollar Range of
                                             Dollar Range of Beneficial        Ownership in all Funds Overseen by
                                                      Ownership                           Board Member
Board Member                                  in DWS S&P 500 Index Fund            in the DWS Fund Complex(1)
------------                                  -------------------------            --------------------------

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

<S>                                                                                              <C>
John W. Ballantine                                      None                                Over $100,000
Henry P. Becton, Jr.                              $10,001 - $50,000                         Over $100,000
Dawn-Marie Driscoll                                 $1 - $10,000                            Over $100,000
Keith R. Fox                                            None                                Over $100,000
Paul K. Freeman                                         None                                Over $100,000
Kenneth C. Froewiss                                     None                                Over $100,000
Richard J. Herring                                      None                                Over $100,000
William McClayton                                       None                                Over $100,000
Rebecca W. Rimel                                  $10,001 - $50,000                         Over $100,000
William N. Searcy, Jr.                                  None                                Over $100,000
Jean Gleason Stromberg                                  None                                Over $100,000
Robert H. Wadsworth                                     None                                Over $100,000

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

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

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

Ownership in Securities of the Advisor and Related Companies

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

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

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

Securities Beneficially Owned

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

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

DWS S&P 500 Index Fund

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

<S>                                                           <C>                           <C>
DWS TRUST COMPANY                                             391,676.62                    5.83% of Class A
FBO MITSUI KINZOKU NORTH AMERICAN
401(K) PLAN ATTN ASSET RECON DEPT# XXXXXX
SALEM NH  03079-1143

RAYMOND JAMES & ASSOC INC                                      8,715.31                     5.12% of Class B
FBO RAMSEY FAMILY PARTNERSHIP LP
JILL V RAMSEY PARTNER
GAINESVILLE GA  30507-7686

GPC SECURITIES INC AGENT FOR                                   33,735.86                    6.76% of Class C
RELIANCE TRUST COMPANY FBO
FBO PEDIATRIC HEALTH PA 401K PS PL
ATLANTA GA  30357-7377

JOHN SILBERMAN ASSOCIATES PC                                   31,932.14                     6.4% of Class C
JOHN SILBERMAN TRUSTEE
FBO JOHN SILBERMAN ASSOC
NEW YORK NY  10022-2141

MORGAN STANLEY & CO.                                           26,760.25                    5.37% of Class C
HARBORSIDE FINANCIAL CENTER
PLAZA II 3RD FLOOR
JERSEY CITY NJ  07311
</TABLE>




Agreement to Indemnify Independent Trustees for Certain Expenses

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

                                FUND ORGANIZATION

The Fund is a diversified series of DWS Investment Trust, a Massachusetts
business trust established under a Declaration of Trust dated September 20,
1984, as amended (the "Trust"). The name of the Trust was changed effective
February 6, 2006, from Scudder Investment Trust, on March 6, 1991, from Scudder
Growth and Income Fund, and on June 10, 1998 from Scudder Investment Trust. The
Trust's authorized capital consists of an unlimited number of shares of
beneficial interest, par value $0.01 per share. The Trust's shares are currently
divided into five series, DWS Capital Growth Fund, DWS Growth & Income Fund, DWS
Large Company Growth Fund, DWS S&P 500 Index Fund and DWS Small Cap Core Fund.

Organizational Description

The Trustees have the authority to create additional funds and to designate the
relative rights and preferences as between the different funds. The Trustees
also may authorize the division of shares of the Fund into different classes,
which may bear different expenses. All shares issued and outstanding are fully
paid and non-assessable, transferable, have no pre-emptive or conversion rights
and are redeemable as described in the SAI and in the Fund's prospectus. Each
share has equal rights with each other share of the same class of the Fund as to
voting, dividends, exchanges, conversion features and liquidation. Shareholders
are entitled to one vote for each full share held and fractional votes for
fractional shares held. The Trustees may also terminate any Fund or class by
notice to the shareholders without shareholder approval. Currently, Class A, B,
C, and S Shares are offered.

The Fund generally is not required to hold meetings of its shareholders. Under
the Agreement and Declaration of Trust of the Trust, as amended ("Declaration of
Trust"), however, shareholder meetings will be held in connection with the
following matters: (a) the election or removal of Trustees if a meeting is
called for such purpose; (b) the adoption of any contract for which approval by
shareholders is required by the 1940 Act; (c) any termination of the Fund or a
class to the extent and as provided in the Declaration of Trust; (d) certain
material amendments of the Declaration of Trust (such as other than amendments
changing the name of the Trust, supplying any omission, curing any ambiguity or
curing, correcting or supplementing any defective or inconsistent provision
thereof); and (e) such additional matters as may be required by law, the
Declaration of Trust, the By-laws of the Fund, or any registration of the Fund
with the SEC or as the trustees may consider necessary or desirable.
Shareholders also vote upon changes in fundamental investment policies or
restrictions.

The Trust is a Massachusetts business trust organized under the laws of
Massachusetts and is governed by an Amended and Restated Declaration of Trust
that was approved by shareholders in 2006, as may be further amended from time
to time (the "Declaration of Trust"). All shares issued and outstanding are
fully paid and non-assessable, transferable, have no pre-emptive or conversion
rights (except as may be determined by the Board of Trustees) and are redeemable
as described in the SAI and a Fund's prospectus. Each share has equal rights
with each other share of the same class of the Fund as to voting, dividends,
exchanges, conversion features and liquidation. Shareholders are entitled to one
vote for each full share held and fractional votes for fractional shares held.

The Fund generally is not required to hold meetings of its shareholders. Under
the Declaration of Trust, however, shareholder meetings will be held in
connection with the following matters to the extent and as provided in the
Declaration of Trust and as required by applicable law: (a) the election or
removal of trustees if a meeting is called for such purpose; (b) the termination
of the Trust or a Fund; (c) an amendment of the Declaration of Trust; and (d)
such additional matters as may be required by law, or as the Trustees may
determine to be necessary or desirable. Shareholders also vote upon changes in
fundamental policies or restrictions.

The Declaration of Trust provides that shareholder meeting quorum requirements
shall be established in the Trust's By-laws. The By-laws currently in effect
provide that the presence in person or by proxy of the holders of thirty percent
of the shares entitled to vote at a meeting (or of an individual series or class
if required to vote separately) shall constitute a quorum for the transaction of
business at meetings of shareholders of the Trust.

On any matter submitted to a vote of shareholders, all shares of the Trust
entitled to vote shall, except as otherwise provided in the Trust's By-Laws, be
voted in the aggregate as a single class without regard to series or classes of
shares, except (a) when required by applicable law or when the Trustees shall
have determined that the matter affects one or more series or classes of shares
materially differently, shares shall be voted by individual series or class; and
(b) when the Trustees have determined that the matter affects only the interests
of one or more series or classes, only shareholders of such series or classes
shall be entitled to vote thereon.

The Declaration of Trust provides that the Board of Trustees may, in its
discretion, establish minimum investment amounts for shareholder accounts,
impose fees on accounts that do not exceed a minimum investment amount and
involuntarily redeem shares in any such account in payment of such fees. The
Board of Trustees, in its sole discretion, also may cause the Trust to redeem
all of the shares of the Trust or one or more series or classes held by any
shareholder for any reason, to the extent permissible by the 1940 Act, including
(a) if the shareholder owns shares having an aggregate net asset value of less
than a specified minimum amount, (b) if a particular shareholder's ownership of
shares would disqualify a series from being a regulated investment company, (c)
upon a shareholder's failure to provide sufficient identification to permit the
Trust to verify the shareholder's identity, (d) upon a shareholder's failure to
pay for shares or meet or maintain the qualifications for ownership of a
particular class or series of shares, (e) if the Board of Trustees determines
(or pursuant to policies established by the Board it is determined) that share
ownership by a particular shareholder is not in the best interests of remaining
shareholders, (f) when a Fund is requested or compelled to do so by governmental
authority or applicable law and (g) upon a shareholder's failure to comply with
a request for information with respect to the direct or indirect ownership of
shares of the Trust. The Declaration of Trust also authorizes the Board of
Trustees to terminate a Fund or any class without shareholder approval, and the
Trust may suspend the right of shareholders to require the Trust to redeem
shares to the extent permissible under the 1940 Act.

Upon the termination of the Trust or any series, after paying or adequately
providing for the payment of all liabilities which may include the establishment
of a liquidating trust or similar vehicle, and upon receipt of such releases,
indemnities and refunding agreements as they deem necessary for their
protection, the Trustees may distribute the remaining Trust property or property
of the series, in cash or in kind or partly each, to the shareholders of the
Trust or the series involved, ratably according to the number of shares of the
Trust or such series held by the several shareholders of the Trust or such
series on the date of termination, except to the extent otherwise required or
permitted by the preferences and special or relative rights and privileges of
any classes of shares of a series involved, provided that any distribution to
the shareholders of a particular class of shares shall be made to such
shareholders pro rata in proportion to the number of shares of such class held
by each of them. The composition of any such distribution (e.g., cash,
securities or other assets) shall be determined by the Trust in its sole
discretion, and may be different among shareholders (including differences among
shareholders in the same series or class).

Under Massachusetts law, shareholders of a Massachusetts business trust could,
under certain circumstances, be held personally liable for obligations of a
Fund. The Declaration of Trust, however, disclaims shareholder liability for
acts or obligations of the Fund and requires that notice of such disclaimer be
given in each agreement, obligation, or instrument entered into or executed by
the Fund or the Fund's trustees. Moreover, the Declaration of Trust provides for
indemnification out of Fund property for all losses and expenses of any
shareholder held personally liable for the obligations of the Fund and the Fund
may be covered by insurance which the Trustees consider adequate to cover
foreseeable tort claims. Thus, the risk of a shareholder incurring financial
loss on account of shareholder liability is considered by the Advisor remote and
not material, since it is limited to circumstances in which a disclaimer is
inoperative and the Fund itself is unable to meet its obligations.

                             PROXY VOTING GUIDELINES


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

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




                              FINANCIAL STATEMENTS


The financial statements, for the Fund and the Portfolio, together with the
Report of Independent Registered Public Accounting Firm, Financial Highlights
and notes to financial statements in the Annual Report of the Fund dated
December 31, 2008, are incorporated by reference in their entirety and are
hereby deemed to be a part of this SAI.


                             ADDITIONAL INFORMATION

The CUSIP number of DWS S&P 500 Index Fund Class A is 23338J749.

The CUSIP number of DWS S&P 500 Index Fund Class B is 23338J731.

The CUSIP number of DWS S&P 500 Index Fund Class C is 23338J723.

The Fund has a fiscal year end of December 31.

This SAI contains the information of DWS S&P 500 Index Fund.

The Fund's prospectus and this SAI omit certain information contained in the
Registration Statement which the Fund has filed with the SEC under the
Securities Act of 1933 and reference is hereby made to the Registration
Statement for further information with respect to the Fund and the securities
offered hereby. This Registration Statement and its amendments are available for
inspection by the public at the SEC in Washington, D.C.



                      APPENDIX A -- PROXY VOTING GUIDELINES

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


I.       INTRODUCTION

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

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


II.      AM'S PROXY VOTING RESPONSIBILITIES

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

_____________________

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

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


III.     POLICIES

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

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

2.       The Global Proxy Voting Sub-Committee

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

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

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

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

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

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

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


IV.      PROCEDURES

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

1.       The GPVSC's Proxy Voting Guidelines

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

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

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

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

2.       Specific proxy voting decisions made by the GPVSC

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

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

_____________________

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

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

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

3.       Certain proxy votes may not be cast

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

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

o        ISS does not make a recommendation on the issue;

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

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

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

4.       Conflict of Interest Procedures

A. Procedures to Address Conflicts of Interest and Improper Influence

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

_____________________

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

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

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

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

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

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

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

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

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

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

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

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

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

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

B.       Investment Companies and Affiliated Public Companies

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

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

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

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

C.       Other Procedures That Limit Conflicts of Interest

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

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

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


V.       RECORDKEEPING

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

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

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

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

         -        Any additional information considered in the voting process
                  that may be obtained from an issuing company, its agents or
                  proxy research firms.

         -        Analyst worksheets created for stock option plan and share
                  increase analyses.

         -        Proxy Edge print-screen of actual vote election.

o        AM will retain these Policies and Procedures and the Guidelines; will
         maintain records of client requests for proxy voting information; and
         will retain any documents the Proxy Vendor Oversight or the GPVSC
         prepared that were material to making a voting decision or that
         memorialized the basis for a proxy voting decision.

o        The GPVSC also will create and maintain appropriate records documenting
         its compliance with these Policies and Procedures, including records of
         its deliberations and decisions regarding conflicts of interest and
         their resolution.

o        With respect to AM's investment company clients, ISS will create and
         maintain records of each company's proxy voting record for 12-month
         periods ended June 30. AM will compile the following information for
         each matter relating to a portfolio security considered at any
         shareholder meeting held during the period covered by the report and
         with respect to which the company was entitled to vote:

         -        The name of the issuer of the portfolio security;

         -        The exchange ticker symbol of the portfolio security (if
                  symbol is available through reasonably practicable means);

         -        The Council on Uniform Securities Identification Procedures
                  number for the portfolio security (if the number is available
                  through reasonably practicable means);

         -        The shareholder meeting date;

         -        A brief identification of the matter voted on;

         -        Whether the matter was proposed by the issuer or by a security
                  holder;

         -        Whether the company cast its vote on the matter;

         -        How the company cast its vote (e.g., for or against proposal,
                  or abstain; for or withhold regarding election of directors);
                  and

         -        Whether the company cast its vote for or against management.

Note: This list is intended to provide guidance only in terms of the records
that must be maintained in accordance with this policy. In addition, please note
that records must be maintained in accordance with the applicable AM Records
Management Policy.

With respect to electronically stored records, "properly maintained" is defined
as complete, authentic (unalterable) usable and backed-up. At a minimum, records
should be retained for a period of not less than six years (or longer, if
necessary to comply with applicable regulatory requirements), the first three
years in an appropriate AM office.


VI.      THE GPVSC'S OVERSIGHT ROLE

In addition to adopting the Guidelines and making proxy voting decisions on
matters referred to it as set forth above, the GPVSC will monitor the proxy
voting process by reviewing summary proxy information presented by ISS. The
GPVSC will use this review process to determine, among other things, whether any
changes should be made to the Guidelines. This review will take place at least
quarterly and will be documented in the GPVSC's minutes.


Attachment A - Global Proxy Voting Guidelines







                            Deutsche Asset Management

                         Global Proxy Voting Guidelines



                             As Amended October 2008


                                [GRAPHIC OMITTED]
Table of contents

I        Board Of Directors And Executives

         A        Election Of Directors

         B        Classified Boards Of Directors

         C        Board And Committee Independence

         D        Liability And Indemnification Of Directors

         E        Qualifications Of Directors

         F        Removal Of Directors And Filling Of Vacancies

         G        Proposals To Fix The Size Of The Board

         H        Proposals to Restrict Chief Executive Officer's Service on

                  Multiple Boards

         I        Proposals to Restrict Supervisory Board Members Service on

                  Multiple Boards

         J        Proposals to Establish Audit Committees

II       Capital Structure

         A        Authorization Of Additional Shares

         B        Authorization Of "Blank Check" Preferred Stock

         C        Stock Splits/Reverse Stock Splits

         D        Dual Class/Supervoting Stock

         E        Large Block Issuance

         F        Recapitalization Into A Single Class Of Stock

         G        Share Repurchases

         H        Reductions In Par Value

III      Corporate Governance Issues

         A        Confidential Voting

         B        Cumulative Voting

         C        Supermajority Voting Requirements

         D        Shareholder Right To Vote

IV       Compensation

         A        Establishment of a Remuneration Committee

         B        Executive And Director Stock Option Plans

         C        Employee Stock Option/Purchase Plans

         D        Golden Parachutes

         E        Proposals To Limit Benefits Or Executive Compensation

         F        Option Expensing

         G        Management board election and motion

         H        Remuneration (variable pay)

         I        Long-term incentive plans

         J        Shareholder Proposals Concerning "Pay For Superior
                  Performance"

         K        Executive Compensation Advisory

V        Anti-Takeover Related Issues

         A        Shareholder Rights Plans ("Poison Pills")

         B        Reincorporation

         C        Fair-Price Proposals

         D        Exemption From State Takeover Laws

         E        Non-Financial Effects Of Takeover Bids

VI       Mergers & Acquisitions

VII      Social & Political Issues

         A        Labor & Human Rights

         B        Diversity & Equality

         C        Health & Safety

         D        Government/Military

         E        Tobacco

VIII     Environmental Issues

IX       Miscellaneous Items

         A        Ratification Of Auditors

         B        Limitation Of Non-Audit Services Provided By Independent
                  Auditor

         C        Audit Firm Rotation

         D        Transaction Of Other Business

         E        Motions To Adjourn The Meeting

         F        Bundled Proposals

         G        Change Of Company Name

         H        Proposals Related To The Annual Meeting

         I        Reimbursement Of Expenses Incurred From Candidate Nomination

         J        Investment Company Proxies

         K        International Proxy Voting


These Guidelines may reflect a voting position that differs from the actual
practices of the public company (ies) within the Deutsche Bank organization or
of the investment companies for which AM or an affiliate serves as investment
adviser or sponsor.

NOTE: Because of the unique structure and regulatory scheme applicable to
closed-end investment companies, the voting guidelines (particularly those
related to governance issues) generally will be inapplicable to holdings of
closed-end investment companies. As a result, determinations on the appropriate
voting recommendation for closed-end investment company shares will be made on a
case-by-case basis.


I.       Board of Directors and Executives

A.       Election of Directors

Routine: AM Policy is to vote "for" the uncontested election of directors. Votes
for a director in an uncontested election will be withheld in cases where a
director has shown an inability to perform his/her duties in the best interests
of the shareholders.

Proxy contest: In a proxy contest involving election of directors, a
case-by-case voting decision will be made based upon analysis of the issues
involved and the merits of the incumbent and dissident slates of directors. AM
will incorporate the decisions of a third party proxy research vendor,
currently, Institutional Shareholder Services ("ISS") subject to review by the
Proxy Voting Sub-Committee (GPVSC) as set forth in the AM's Proxy Voting
Policies and Procedures.

Rationale: The large majority of corporate directors fulfill their fiduciary
obligation and in most cases support for management's nominees is warranted. As
the issues relevant to a contested election differ in each instance, those cases
must be addressed as they arise.

B.       Classified Boards of Directors

AM policy is to vote against proposals to classify the board and for proposals
to repeal classified boards and elect directors annually.

Rationale: Directors should be held accountable on an annual basis. By
entrenching the incumbent board, a classified board may be used as an
anti-takeover device to the detriment of the shareholders in a hostile take-over
situation.

C.       Board and Committee Independence

AM policy is to vote:

1.       "For" proposals that require that a certain percentage (majority up to
         66 2/3%) of members of a board of directors be comprised of independent
         or unaffiliated directors.

2.       "For" proposals that require all members of a company's compensation,
         audit, nominating, or other similar committees be comprised of
         independent or unaffiliated directors.

3.       "Against" shareholder proposals to require the addition of special
         interest, or constituency, representatives to boards of directors.

4.       "For" separation of the Chairman and CEO positions.

5.       "Against" proposals that require a company to appoint a Chairman who is
         an independent director.

Rationale: Board independence is a cornerstone of effective governance and
accountability. A board that is sufficiently independent from management assures
that shareholders' interests are adequately represented. However, the Chairman
of the board must have sufficient involvement in and experience with the
operations of the company to perform the functions required of that position and
lead the company.

No director qualifies as 'independent' unless the board of directors
affirmatively determines that the director has no material relationship with the
listed company (either directly or as a partner, shareholder or officer of an
organization that has a relationship with the company).

Whether a director is in fact not "independent" will depend on the laws and
regulations of the primary market for the security and the exchanges, if any, on
which the security trades.

D.       Liability and Indemnification of Directors

AM policy is to vote "for" management proposals to limit directors' liability
and to broaden the indemnification of directors, unless broader indemnification
or limitations on directors' liability would effect shareholders' interests in
pending litigation.

Rationale: While shareholders want directors and officers to be responsible for
their actions, it is not in the best interests of the shareholders for them to
be to risk averse. If the risk of personal liability is too great, companies may
not be able to find capable directors willing to serve. We support expanding
coverage only for actions taken in good faith and not for serious violations of
fiduciary obligation or negligence.

E.       Qualifications of Directors

AM policy is to follow management's recommended vote on either management or
shareholder proposals that set retirement ages for directors or require specific
levels of stock ownership by directors.

Rationale: As a general rule, the board of directors, and not the shareholders,
is most qualified to establish qualification policies.

F.       Removal of Directors and Filling of Vacancies

AM policy is to vote "against" proposals that include provisions that directors
may be removed only for cause or proposals that include provisions that only
continuing directors may fill board vacancies.

Rationale: Differing state statutes permit removal of directors with or without
cause. Removal of directors for cause usually requires proof of self-dealing,
fraud or misappropriation of corporate assets, limiting shareholders' ability to
remove directors except under extreme circumstances. Removal without cause
requires no such showing.

Allowing only incumbent directors to fill vacancies can serve as an
anti-takeover device, precluding shareholders from filling the board until the
next regular election.

G.       Proposals to Fix the Size of the Board

AM policy is to vote:

1.       "For" proposals to fix the size of the board unless: (a) no specific
         reason for the proposed change is given; or (b) the proposal is part of
         a package of takeover defenses.

2.       "Against" proposals allowing management to fix the size of the board
         without shareholder approval.

Rationale: Absent danger of anti-takeover use, companies should be granted a
reasonable amount of flexibility in fixing the size of its board.

H.       Proposals to Restrict Chief Executive Officer's Service on Multiple
         Boards

AM policy is to vote "For" proposals to restrict a Chief Executive Officer from
serving on more than three outside boards of directors.

Rationale: Chief Executive Officer must have sufficient time to ensure that
shareholders' interests are represented adequately.

Note: A director's service on multiple closed-end fund boards within a fund
complex are treated as service on a single Board for the purpose of the proxy
voting guidelines.

I.       Proposals to Restrict Supervisory Board Members Service on Multiple
         Boards (For FFT Securities)

AM policy is to vote "for" proposals to restrict a Supervisory Board Member from
serving on more than five supervisory boards.

Rationale: We consider a strong, independent and knowledgeable supervisory board
as important counter-balance to executive management to ensure that the
interests of shareholders are fully reflected by the company.

Full information should be disclosed in the annual reports and accounts to allow
all shareholders to judge the success of the supervisory board controlling their
company.

Supervisory Board Member must have sufficient time to ensure that shareholders'
interests are represented adequately.

Note: A director's service on multiple closed-end fund boards within a fund
complex are treated as service on a single Board for the purpose of the proxy
voting guidelines.

J.       Proposals to Establish Audit Committees (For FFT and U.S. Securities)
         AM policy is to vote "for" proposals that require the establishment of
         audit committees.

Rationale: The audit committee should deal with accounting and risk management
related questions, verifies the independence of the auditor with due regard to
possible conflicts of interest. It also should determine the procedure of the
audit process.


II.      Capital Structure

A.       Authorization of Additional Shares (For U.S. Securities)

AM policy is to vote "for" proposals to increase the authorization of existing
classes of stock that do not exceed a 3:1 ratio of shares authorized to shares
outstanding for a large cap company, and do not exceed a 4:1 ratio of shares
authorized to shares outstanding for a small-midcap company (companies having a
market capitalization under one billion U.S. dollars.).

Rationale: While companies need an adequate number of shares in order to carry
on business, increases requested for general financial flexibility must be
limited to protect shareholders from their potential use as an anti-takeover
device. Requested increases for specifically designated, reasonable business
purposes (stock split, merger, etc.) will be considered in light of those
purposes and the number of shares required.

B.       Authorization of "Blank Check" Preferred Stock (For U.S. Securities)

AM policy is to vote:

1.   "Against" proposals to create blank check preferred stock or to increase
     the number of authorized shares of blank check preferred stock unless the
     company expressly states that the stock will not be used for anti-takeover
     purposes and will not be issued without shareholder approval.

2.   "For" proposals mandating shareholder approval of blank check stock
     placement.

Rationale: Shareholders should be permitted to monitor the issuance of classes
of preferred stock in which the board of directors is given unfettered
discretion to set voting, dividend, conversion and other rights for the shares
issued.

C.       Stock Splits/Reverse Stock Splits

AM policy is to vote "for" stock splits if a legitimate business purpose is set
forth and the split is in the shareholders' best interests. A vote is cast "for"
a reverse stock split only if the number of shares authorized is reduced in the
same proportion as the reverse split or if the effective increase in authorized
shares (relative to outstanding shares) complies with the proxy guidelines for
common stock increases (see, Section II.A, above.)

Rationale: Generally, stock splits do not detrimentally effect shareholders.
Reverse stock splits, however, may have the same result as an increase in
authorized shares and should be analyzed accordingly.

D.       Dual Class/Supervoting Stock

AM policy is to vote "against" proposals to create or authorize additional
shares of super-voting stock or stock with unequal voting rights.

Rationale: The "one share, one vote" principal ensures that no shareholder
maintains a voting interest exceeding their equity interest in the company.

E.       Large Block Issuance (For U.S. Securities)

AM policy is to address large block issuances of stock on a case-by-case basis,
incorporating the recommendation of an independent third party proxy research
firm (currently ISS) subject to review by the GPVSC as set forth in AM's Proxy
Policies and Procedures.

Additionally, AM supports proposals requiring shareholder approval of large
block issuances.

Rationale: Stock issuances must be reviewed in light of the business
circumstances leading to the request and the potential impact on shareholder
value.

F.       Recapitalization into a Single Class of Stock

AM policy is to vote "for" recapitalization plans to provide for a single class
of common stock, provided the terms are fair, with no class of stock being
unduly disadvantaged.

Rationale: Consolidation of multiple classes of stock is a business decision
that may be left to the board and/management if there is no adverse effect on
shareholders.

G.       Share Repurchases

AM policy is to vote "for" share repurchase plans provided all shareholders are
able to participate on equal terms.

Rationale: Buybacks are generally considered beneficial to shareholders because
they tend to increase returns to the remaining shareholders.

H.       Reductions in Par Value

AM policy is to vote "for" proposals to reduce par value, provided a legitimate
business purpose is stated (e.g., the reduction of corporate tax
responsibility.)

Rationale: Usually, adjustments to par value are a routine financial decision
with no substantial impact on shareholders.


III.     Corporate Governance Issues

A.       Confidential Voting

AM policy is to vote "for" proposals to provide for confidential voting and
independent tabulation of voting results and to vote "against" proposals to
repeal such provisions.

Rationale: Confidential voting protects the privacy rights of all shareholders.
This is particularly important for employee-shareholders or shareholders with
business or other affiliations with the company, who may be vulnerable to
coercion or retaliation when opposing management. Confidential voting does not
interfere with the ability of corporations to communicate with all shareholders,
nor does it prohibit shareholders from making their views known directly to
management.

B.       Cumulative Voting (For U.S. Securities)

AM policy is to vote "against" shareholder proposals requesting cumulative
voting and "for"management proposals to eliminate it. The protections afforded
shareholders by cumulative voting are not necessary when a company has a history
of good performance and does not have a concentrated ownership interest.
Accordingly, a vote is cast "against" cumulative voting and "for" proposals to
eliminate it if:

a)       The company has a five year return on investment greater than the
         relevant industry index,

b)       All directors and executive officers as a group beneficially own less
         than 10% of the outstanding stock, and

c)       No shareholder (or voting block) beneficially owns 15% or more of the
         company.

Thus, failure of any one of the three criteria results in a vote for cumulative
voting in accordance with the general policy.

Rationale: Cumulative voting is a tool that should be used to ensure that
holders of a significant number of shares may have board representation;
however, the presence of other safeguards may make their use unnecessary.

C.       Supermajority Voting Requirements

AM policy is to vote "against" management proposals to require a supermajority
vote to amend the charter or bylaws and to vote "for" shareholder proposals to
modify or rescind existing supermajority requirements.

*Exception made when company holds a controlling position and seeks to lower
threshold to maintain control and/or make changes to corporate by-laws.

Rationale: Supermajority voting provisions violate the democratic principle that
a simple majority should carry the vote. Setting supermajority requirements may
make it difficult or impossible for shareholders to remove egregious by-law or
charter provisions. Occasionally, a company with a significant insider held
position might attempt to lower a supermajority threshold to make it easier for
management to approve provisions that may be detrimental to shareholders. In
that case, it may not be in the shareholders interests to lower the
supermajority provision.

D.       Shareholder Right to Vote

AM policy is to vote "against" proposals that restrict the right of shareholders
to call special meetings, amend the bylaws, or act by written consent. Policy is
to vote "for" proposals that remove such restrictions.

Rationale: Any reasonable means whereby shareholders can make their views known
to management or effect the governance process should be supported.


IV.      Compensation

Annual Incentive Plans or Bonus Plans are often submitted to shareholders for
approval. These plans typically award cash to executives based on company
performance. Deutsche Bank believes that the responsibility for executive
compensation decisions rest with the board of directors and/or the compensation
committee, and its policy is not to second-guess the board's award of cash
compensation amounts to executives unless a particular award or series of awards
is deemed excessive. If stock options are awarded as part of these bonus or
incentive plans, the provisions must meet Deutsche Bank's criteria regarding
stock option plans, or similar stock-based incentive compensation schemes, as
set forth below.

A.       Establishment of a Remuneration Committee (For FFT Securities)

AM policy is to vote "for" proposals that require the establishment of a
remuneration committee.

Rationale: Corporations should disclose in each annual report or proxy statement
their policies on remuneration. Essential details regarding executive
remuneration including share options, long-term incentive plans and bonuses,
should be disclosed in the annual report, so that investors can judge whether
corporate pay policies and practices meet the standard.

The remuneration committee shall not comprise any board members and should be
sensitive to the wider scene on executive pay. It should ensure that
performance-based elements of executive pay are designed to align the interests
of shareholders.

B.       Executive and Director Stock Option Plans

AM policy is to vote "for" stock option plans that meet the following criteria:

(1)      The resulting dilution of existing shares is less than (a) 15 percent
         of outstanding shares for large capital corporations or (b) 20 percent
         of outstanding shares for small-mid capital companies (companies having
         a market capitalization under one billion U.S. dollars.)

(2)      The transfer of equity resulting from granting options at less than FMV
         is no greater than 3% of the over-all market capitalization of large
         capital corporations, or 5% of market cap for small-mid capital
         companies.

(3)      The plan does not contain express repricing provisions and, in the
         absence of an express statement that options will not be repriced; the
         company does not have a history of repricing options.

(4)      The plan does not grant options on super-voting stock.

AM will support performance-based option proposals as long as a) they do not
mandate that all options granted by the company must be performance based, and
b) only certain high-level executives are subject to receive the performance
based options.

AM will support proposals to eliminate the payment of outside director pensions.

Rationale: Determining the cost to the company and to shareholders of
stock-based incentive plans raises significant issues not encountered with
cash-based compensation plans. These include the potential dilution of existing
shareholders' voting power, the transfer of equity out of the company resulting
from the grant and execution of options at less than FMV and the authority to
reprice or replace underwater options. Our stock option plan analysis model
seeks to allow reasonable levels of flexibility for a company yet still protect
shareholders from the negative impact of excessive stock compensation.
Acknowledging that small mid-capital corporations often rely more heavily on
stock option plans as their main source of executive compensation and may not be
able to compete with their large capital competitors with cash compensation, we
provide slightly more flexibility for those companies.

C.       Employee Stock Option/Purchase Plans

AM policy is to vote for employee stock purchase plans (ESPP's) when the plan
complies with Internal Revenue Code 423, allowing non-management employees to
purchase stock at 85% of FMV.

AM policy is to vote "for" employee stock option plans (ESOPs) provided they
meet the standards for stock option plans in general. However, when computing
dilution and transfer of equity, ESOPs are considered independently from
executive and director option plans.

Rationale: ESOPs and ESPP's encourage rank-and-file employees to acquire an
ownership stake in the companies they work for and have been shown to promote
employee loyalty and improve productivity.

D.       Golden Parachutes

AM policy is to vote "for" proposals to require shareholder approval of golden
parachutes and for proposals that would limit golden parachutes to no more than
three times base compensation. Policy is to vote "against" more restrictive
shareholder proposals to limit golden parachutes.

Rationale: In setting a reasonable limitation, AM considers that an effective
parachute should be less attractive than continued employment and that the IRS
has opined that amounts greater than three times annual salary, are excessive.

E.       Proposals to Limit Benefits or Executive Compensation

AM policy is to vote "against"

1.   Proposals to limit benefits, pensions or compensation and

2.   Proposals that request or require disclosure of executive compensation
     greater than the disclosure required by Securities and Exchange Commission
     (SEC) regulations.

Rationale: Levels of compensation and benefits are generally considered to be
day-to-day operations of the company, and are best left unrestricted by
arbitrary limitations proposed by shareholders.

F.       Option Expensing

AM policy is to support proposals requesting companies to expense stock options.

Rationale: Although companies can choose to expense options voluntarily, the
Financial Accounting Standards Board (FASB) does not yet require it, instead
allowing companies to disclose the theoretical value of options as a footnote.
Because the expensing of stock options lowers earnings, most companies elect not
to do so. Given the fact that options have become an integral component of
compensation and their exercise results in a transfer of shareholder value, AM
agrees that their value should not be ignored and treated as "no cost"
compensation. The expensing of stock options would promote more modest and
appropriate use of stock options in executive compensation plans and present a
more accurate picture of company operational earnings.

G.        Management board election and motion (For FFT Securities)

AM policy is to vote "against":

o        the election of board members with positions on either remuneration or
         audit committees;

o        the election of supervisory board members with too many supervisory
         board mandates;

o        "automatic" election of former board members into the supervisory
         board.

Rationale: Management as an entity, and each of its members, are responsible for
all actions of the company, and are - subject to applicable laws and regulations
- accountable to the shareholders as a whole for their actions.

Sufficient information should be disclosed in the annual company report and
account to allow shareholders to judge the success of the company.

H.       Remuneration (variable pay): (For FFT Securities)

Executive remuneration for Management Board

AM policy is to vote "for" remuneration for Management Board that is transparent
and linked to results.

Rationale: Executive compensation should motivate management and align the
interests of management with the shareholders. The focus should be on criteria
that prevent excessive remuneration; but enable the company to hire and retain
first-class professionals.

Shareholder interests are normally best served when management is remunerated to
optimise long-term returns. Criteria should include suitable measurements like
return on capital employed or economic value added.

Interests should generally also be correctly aligned when management own shares
in the company - even more so if these shares represent a substantial portion of
their own wealth.

Its disclosure shall differentiate between fixed pay, variable (performance
related) pay and long-term incentives, including stock option plans with
valuation ranges as well as pension and any other significant arrangements.

Executive remuneration for Supervisory Board

AM policy is to vote "for" remuneration for Supervisory Board that is at least
50% in fixed form.

Rationale: It would normally be preferable if performance linked compensation
were not based on dividend payments, but linked to suitable result based
parameters. Consulting and procurement services should also be published in the
company report.

I.       Long-term incentive plans (For FFT Securities)

AM policy is to vote "for" long-term incentive plans for members of a management
board that reward for above average company performance.

Rationale: Incentive plans will normally be supported if they:

o        directly align the interests of members of management boards with those
         of shareholders;

o        establish challenging performance criteria to reward only above average
         performance;

o        measure performance by total shareholder return in relation to the
         market or a range of comparable companies;

o        are long-term in nature and encourage long-term ownership of the shares
         once exercised through minimum holding periods;

o        do not allow a repricing of the exercise price in stock option plans.

J.       Shareholder Proposals Concerning "Pay for Superior Performance"

AM policy is to address pay for superior performance proposals on a case-by-case
basis, incorporating the recommendation of an independent third party proxy
research firm (currently ISS) subject to review by the GPVSC as set forth in
AM's Proxy Policies and Procedures.

Rationale: While AM agrees that compensation issues are better left to the
discretion of management, they appreciate the need to monitor for excessive
compensation practices on a case by case basis. If, after a review of the ISS
metrics, AM is comfortable with ISS's applying this calculation and will vote
according to their recommendation.

K.       Executive Compensation Advisory

AM policy is to follow management's recommended vote on shareholder proposals to
propose an advisory resolution seeking to ratify the compensation of the
company's named executive officers (NEOs) on an annual basis.

Rationale: AM believes that controls exist within senior management and
corporate compensation committees, ensuring fair compensation to executives.
This might allow shareholders to require approval for all levels of management's
compensation.

V.       Anti-Takeover Related Issues

A.       Shareholder Rights Plans ("Poison Pills")

AM policy is to vote "for" proposals to require shareholder ratification of
poison pills or that request boards to redeem poison pills, and to vote
"against" the adoption of poison pills if they are submitted for shareholder
ratification.

Rationale: Poison pills are the most prevalent form of corporate takeover
defenses and can be (and usually are) adopted without shareholder review or
consent. The potential cost of poison pills to shareholders during an attempted
takeover outweighs the benefits.

B.       Reincorporation

AM policy is to examine reincorporation proposals on a case-by-case basis. The
voting decision is based on: (1) differences in state law between the existing
state of incorporation and the proposed state of incorporation; and (2)
differences between the existing and the proposed charter/bylaws/articles of
incorporation and their effect on shareholder rights. If changes resulting from
the proposed reincorporation violate the corporate governance principles set
forth in these guidelines, the reincorporation will be deemed contrary to
shareholder's interests and a vote cast "against."

Rationale: Reincorporations can be properly analyzed only by looking at the
advantages and disadvantages to their shareholders. Care must be taken that
anti-takeover protection is not the sole or primary result of a proposed change.

C.       Fair-Price Proposals

AM policy is to vote "for" management fair-price proposals, provided that: (1)
the proposal applies only to two-tier offers; (2) the proposal sets an objective
fair-price test based on the highest price that the acquirer has paid for a
company's shares; (3) the supermajority requirement for bids that fail the
fair-price test is no higher than two-thirds of the outstanding shares; (4) the
proposal contains no other anti-takeover provisions or provisions that restrict
shareholders rights.

A vote is cast for shareholder proposals that would modify or repeal existing
fair-price requirements that do not meet these standards.

Rationale: While fair price provisions may be used as anti-takeover devices, if
adequate provisions are included, they provide some protection to shareholders
who have some say in their application and the ability to reject those
protections if desired.

D.       Exemption from state takeover laws

AM policy is to vote "for" shareholder proposals to opt out of state takeover
laws and to vote "against" management proposals requesting to opt out of state
takeover laws.

Rationale: Control share statutes, enacted at the state level, may harm
long-term share value by entrenching management. They also unfairly deny certain
shares their inherent voting rights.

E.       Non-financial Effects of Takeover Bids

Policy is to vote "against" shareholder proposals to require consideration of
non-financial effects of merger or acquisition proposals.

Rationale: Non-financial effects may often be subjective and are secondary to
AM's stated purpose of acting in its client's best economic interest.


VI.      Mergers & Acquisitions

Evaluation of mergers, acquisitions and other special corporate transactions
(i.e., takeovers, spin-offs, sales of assets, reorganizations, restructurings
and recapitalizations) are performed on a case-by-case basis incorporating
information from an independent proxy research source (currently ISS.)
Additional resources including portfolio management and research analysts may be
considered as set forth in AM's Policies and Procedures.


VII.     Social, Environmental & Political Issues

Social and environmental issues are becoming increasingly important to corporate
success. We incorporate social and environmental considerations into both our
investment decisions and our proxy voting decisions - particularly if the
financial performance of the company could be impacted.

With increasing frequency, shareholder proposals are submitted relating to
social and political responsibility issues. Almost universally, the company
management will recommend a vote "against" these proposals. These types of
proposals cover an extremely wide range of issues. Many of the issues tend to be
controversial and are subject to more than one reasonable, yet opposing, theory
of support. More so than with other types of proxy proposals, social and
political responsibility issues may not have a connection to the economic and
corporate governance principles effecting shareholders' interests. AM's policy
regarding social and political responsibility issues, as with any other issue,
is designed to protect our client shareholders' economic interests.

Occasionally, a distinction is made between a shareholder proposal requesting
direct action on behalf of the board and a request for a report on (or
disclosure of) some information. In order to avoid unduly burdening any company
with reporting requirements, AM's policy is to vote against shareholder
proposals that demand additional disclosure or reporting than is required by the
Securities and Exchange Commission unless it appears there is a legitimate issue
and the company has not adequately addressed shareholders' concerns.

A.       Labor & Human Rights

AM policy is to vote "against" adopting global codes of conduct or workplace
standards exceeding those mandated by law.

Rationale: Additional requirements beyond those mandated by law are deemed
unnecessary and potentially burdensome to companies

B.       Diversity & Equality

1.       AM policy is to vote "against" shareholder proposals to force equal
         employment opportunity, affirmative action or board diversity.

Rationale: Compliance with State and Federal legislation along with information
made available through filings with the EEOC provides sufficient assurance that
companies act responsibly and make information public.

2.       AM policy is also to vote "against" proposals to adopt the Mac Bride
         Principles. The Mac Bride Principles promote fair employment,
         specifically regarding religious discrimination.

Rationale: Compliance with the Fair Employment Act of 1989 makes adoption of the
Mac Bride Principles redundant. Their adoption could potentially lead to charges
of reverse discrimination.

C.       Health & Safety

1.       AM policy is to vote "against" adopting a pharmaceutical price
         restraint policy or reporting pricing policy changes.

Rationale: Pricing is an integral part of business for pharmaceutical companies
and should not be dictated by shareholders (particularly pursuant to an
arbitrary formula.) Disclosing pricing policies may also jeopardize a company's
competitive position in the marketplace.

2.       AM policy is to vote "against" shareholder proposals to control the use
         or labeling of and reporting on genetically engineered products.

Rationale: Additional requirements beyond those mandated by law are deemed
unnecessary and potentially burdensome to companies.

D.       Government/Military

1.       AM policy is to vote against shareholder proposals regarding the
         production or sale of military arms or nuclear or space-based weapons,
         including proposals seeking to dictate a company's interaction with a
         particular foreign country or agency.

Rationale: Generally, management is in a better position to determine what
products or industries a company can and should participate in. Regulation of
the production or distribution of military supplies is, or should be, a matter
of government policy.

2.       AM policy is to vote "against" shareholder proposals regarding
         political contributions and donations.

Rationale: The Board of Directors and Management, not shareholders, should
evaluate and determine the recipients of any contributions made by the company.

3.       AM policy is to vote "against" shareholder proposals regarding
         charitable contributions and donations.

Rationale: The Board of Directors and Management, not shareholders, should
evaluate and determine the recipients of any contributions made by the company.

E.       Tobacco

1.       AM policy is to vote "against" shareholder proposals requesting
         additional standards or reporting requirements for tobacco companies as
         well as "against" requesting companies to report on the intentional
         manipulation of nicotine content.

Rationale: Where a tobacco company's actions meet the requirements of legal and
industry standards, imposing additional burdens may detrimentally effect a
company's ability to compete. The disclosure of nicotine content information
could affect the company's rights in any pending or future litigation.

2.       Shareholder requests to spin-off or restructure tobacco businesses will
         be opposed.

Rationale: These decisions are more appropriately left to the Board and
management, and not to shareholder mandate.


VIII.    Environmental Issues

AM policy is to follow management's recommended vote on CERES Principles or
other similar environmental mandates (e.g., those relating to Greenhouse gas
emissions or the use of nuclear power).

Rationale: Environmental issues are extensively regulated by outside agencies
and compliance with additional requirements often involves significant cost to
companies.


IX.      Miscellaneous Items

A.       Ratification of Auditors

AM policy is to vote "for" a) the management recommended selection of auditors
and b) proposals to require shareholder approval of auditors.

Rationale: Absent evidence that auditors have not performed their duties
adequately, support for management's nomination is warranted.

B.       Limitation of non-audit services provided by independent auditor

AM policy is to support proposals limiting non-audit fees to 50% of the
aggregate annual fees earned by the firm retained as a company's independent
auditor.

Rationale: In the wake of financial reporting problems and alleged audit
failures at a number of companies, AM supports the general principle that
companies should retain separate firms for audit and consulting services to
avoid potential conflicts of interest. However, given the protections afforded
by the recently enacted Sarbanes-Oxley Act of 2002 (which requires Audit
Committee pre-approval for non-audit services and prohibits auditors from
providing specific types of services), and the fact that some non-audit services
are legitimate audit-related services, complete separation of audit and
consulting fees may not be warranted. A reasonable limitation is appropriate to
help ensure auditor independence and it is reasonable to expect that audit fees
exceed non-audit fees.

C.       Audit firm rotation

AM policy is to support proposals seeking audit firm rotation unless the
rotation period sought is less than five years.

Rationale: While the Sarbanes-Oxley Act mandates that the lead audit partner be
switched every five years, AM believes that rotation of the actual audit firm
would provide an even stronger system of checks and balances on the audit
function.

D.       Transaction of Other Business

AM policy is to vote against "transaction of other business" proposals.

Rationale: This is a routine item to allow shareholders to raise other issues
and discuss them at the meeting. As the nature of these issues may not be
disclosed prior to the meeting, we recommend a vote against these proposals.
This protects shareholders voting by proxy (and not physically present at a
meeting) from having action taken at the meeting that they did not receive
proper notification of or sufficient opportunity to consider.

E.       Motions to Adjourn the Meeting

AM Policy is to vote against proposals to adjourn the meeting.

Rationale: Management may seek authority to adjourn the meeting if a favorable
outcome is not secured. Shareholders should already have had enough information
to make a decision. Once votes have been cast, there is no justification for
management to continue spending time and money to press shareholders for
support.

F.       Bundled Proposals

AM policy is to vote against bundled proposals if any bundled issue would
require a vote against it if proposed individually.

Rationale: Shareholders should not be forced to "take the good with the bad" in
cases where the proposals could reasonably have been submitted separately.

G.       Change of Company Name

AM policy is to support management on proposals to change the company name.

Rationale: This is generally considered a business decision for a company.

H.       Proposals Related to the Annual Meeting

AM Policy is to vote in favor of management for proposals related to the conduct
of the annual meeting (meeting time, place, etc.)

Rationale: These are considered routine administrative proposals.

I.       Reimbursement of Expenses Incurred from Candidate Nomination

AM policy is to follow management's recommended vote on shareholder proposals
related to the amending of company bylaws to provide for the reimbursement of
reasonable expenses incurred in connection with nominating one or more
candidates in a contested election of directors to the corporation's board of
directors.

Rationale: Corporations should not be liable for costs associated with
shareholder proposals for directors.

J.       Investment Company Proxies

Proxies solicited by investment companies are voted in accordance with the
recommendations of an independent third party, currently ISS. However, regarding
investment companies for which AM or an affiliate serves as investment adviser
or principal underwriter, such proxies are voted in the same proportion as the
vote of all other shareholders. Proxies solicited by master funds from feeder
funds will be voted in accordance with applicable provisions of Section 12 of
the Investment Company Act of 1940.

Investment companies, particularly closed-end investment companies, are
different from traditional operating companies. These differences may call for
differences in voting positions on the same matter. For example, AM could vote
"for" staggered boards of closed-end investment companies, although AM generally
votes "against" staggered boards for operating companies. Further, the manner in
which AM votes investment company proxies may differ from proposals for which a
AM-advised investment company solicits proxies from its shareholders. As
reflected in the Guidelines, proxies solicited by closed-end (and open-end)
investment companies are voted in accordance with the pre-determined guidelines
of an independent third-party.

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

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


K.       International Proxy Voting

The above guidelines pertain to issuers organized in the United States, Canada
and Germany. Proxies solicited by other issuers are voted in accordance with
international guidelines or the recommendation of ISS and in accordance with
applicable law and regulation.







--------------------------------------------------------------------------------
IMPORTANT: The information contained herein is the property of Deutsche Bank
Group and may not be copied, used or disclosed in whole or in part, stored in a
retrieval system or transmitted in any form or by any means (electronic,
mechanical, reprographic, recording or otherwise) without the prior written
permission of Deutsche Bank Group.
--------------------------------------------------------------------------------




                      APPENDIX B -- RATINGS OF INVESTMENTS


Set forth below are descriptions of the ratings of Moody's Investors Service,
Inc. ("Moody's") and The Standard & Poor's Division of the McGraw-Hill
Companies, Inc. ("S&P"), which represent their opinions as to the quality of the
securities which they undertake to rate. It should be emphasized, however, that
ratings are relative and subjective and are not absolute standards of quality.

S&P's Commercial Paper Ratings

A is the highest commercial paper rating category utilized by S&P, which uses
the numbers 1+, 1, 2 and 3 to denote relative strength within its A
classification. Commercial paper issues rated A by S&P have the following
characteristics: Liquidity ratios are better than industry average. Long-term
debt rating is A or better. The issuer has access to at least two additional
channels of borrowing. Basic earnings and cash flow are in an upward trend.
Typically, the issuer is a strong company in a well-established industry and has
superior management.

Moody's Commercial Paper Ratings

Issuers rated Prime-1 (or related supporting institutions) have a superior
capacity for repayment of short-term promissory obligations. Prime-1 repayment
capacity will normally be evidenced by the following characteristics: leading
market positions in well-established industries; high rates of return on funds
employed; conservative capitalization structures with moderate reliance on debt
and ample asset protection; broad margins in earnings coverage of fixed
financial charges and high internal cash generation; well-established access to
a range of financial markets and assured sources of alternate liquidity.

Issuers rated Prime-2 (or related supporting institutions) have a strong
capacity for repayment of short-term promissory obligations. This will normally
be evidenced by many of the characteristics cited above but to a lesser degree.
Earnings trends and coverage ratios, while sound, will be more subject to
variation. Capitalization characteristics, while still appropriate, may be more
affected by external conditions. Ample alternate liquidity is maintained.

Issuers rated Prime-3 (or related supporting institutions) have an acceptable
capacity for repayment of short-term promissory obligations. The effect of
industry characteristics and market composition may be more pronounced.
Variability in earnings and profitability may result in changes in the level of
debt protection measurements and the requirement for relatively high financial
leverage. Adequate alternate liquidity is maintained.


<PAGE>







                       STATEMENT OF ADDITIONAL INFORMATION




                                   May 1, 2009




                              DWS INVESTMENT TRUST
                             DWS S&P 500 Index Fund
                                     Class S






This Statement of Additional Information ("SAI") is not a prospectus and should
be read in conjunction with the prospectus for the Fund for Class S shares,
dated May 1, 2009 for DWS S&P 500 Index Fund (the "Fund"), a series of DWS
Investment Trust (the "Trust") as amended from time to time (the "Prospectus"),
a copy of which may be obtained without charge by contacting DWS Investments
Distributors, Inc. ("DIDI" or the "Distributor"), 222 South Riverside Plaza,
Chicago, Illinois 60606, (800) 621-1148 or from the firm from which this SAI was
obtained. The Prospectus is also available along with other related materials on
the Securities and Exchange Commission's (the "SEC" or "Commission") Internet
Web site (http://www.sec.gov).


The Fund is a feeder fund in a master/feeder fund arrangement. The Fund pursues
its investment objective by investing substantially all of its assets in a
master portfolio -- the DWS Equity 500 Index Portfolio (the "Portfolio"), which
has the same investment objective and is subject to the same investment risks as
the Fund. Because the Fund invests substantially all of its assets in the
Portfolio, references herein to investments, strategies and risks of the
Portfolio should be construed to apply indirectly to the Fund.


Portions of the Annual Report to Shareholders of the Fund, dated December 31,
2008, is incorporated herein by reference, as specified herein. A copy of the
Fund's Annual Report may be obtained without charge from Shareholder Services by
calling (800) 728-3337.


This SAI is incorporated by reference into the Prospectus of the Fund.




                                TABLE OF CONTENTS

                                                                           Page
                                                                           ----

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

INVESTMENT POLICIES AND TECHNIQUES..........................................5
   Portfolio Holdings Information..........................................13

MANAGEMENT OF THE FUND AND PORTFOLIO.......................................14
   Investment Advisor for the Fund and Portfolio...........................14

   Subadvisor..............................................................18


FUND SERVICE PROVIDERS.....................................................22
   Administrator for the Fund and Portfolio................................22
   Distributor.............................................................23

   Independent Registered Public Accounting Firm...........................24

   Legal Counsel...........................................................24
   Custodian, Transfer Agent and Shareholder Service Agent.................24


PORTFOLIO TRANSACTIONS.....................................................27


PURCHASE AND REDEMPTION OF SHARES..........................................31

DIVIDENDS..................................................................45

TAXES......................................................................46

NET ASSET VALUE............................................................57

BOARD MEMBERS AND OFFICERS.................................................58


FUND ORGANIZATION..........................................................76


PROXY VOTING GUIDELINES....................................................77

FINANCIAL STATEMENTS.......................................................79

ADDITIONAL INFORMATION.....................................................79

APPENDIX A -- PROXY VOTING GUIDELINES.......................................80

APPENDIX B -- RATINGS OF INVESTMENTS.......................................106


                             INVESTMENT RESTRICTIONS

As used in this SAI, "Fund" means the DWS S&P 500 Index Fund and "Portfolio"
means the DWS Equity 500 Index Portfolio, in which the Fund invests
substantially all of its assets.

Except as otherwise indicated, the Fund's investment objective and policies are
not fundamental and may be changed without a vote of shareholders. There can be
no assurance that the Fund's objective will be met.

Any investment restrictions herein which involve a maximum percentage of
securities or assets shall not be considered to be violated unless an excess
over the percentage occurs immediately after and is caused by an acquisition or
encumbrance of securities or assets of, or borrowings by, the Portfolio.

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

A diversified fund may not, with respect to 75% of total assets, invest more
than 5% of its total assets in the securities of a single issuer (other than US
government securities or securities of investment companies) or invest in more
than 10% of the outstanding voting securities of such issuer.

As a matter of fundamental policy, the Portfolio (or Fund) may not (except that
no investment restriction of the Fund shall prevent the Fund from investing all
or substantially all of its assets in an open-end investment company with
substantially the same investment objective):

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

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

(3)      concentrate its investments in a particular industry, as that term is
         used in the 1940 Act, as amended, and as interpreted or modified by
         regulatory authority having jurisdiction, from time to time;

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

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

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

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

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

The Trustees of the Trust have voluntarily adopted certain investment policies
and restrictions, which are observed in the conduct of the Fund's affairs. These
represent intentions of the Trustees based upon current circumstances.
Nonfundamental policies may be changed by the Trustees of the Trust without
requiring prior notice to or approval of shareholders.

As a matter of nonfundamental policy, the Fund and the Portfolio may not:

(1)      borrow money (including through dollar roll transactions) for any
         purpose in excess of 10% of the Fund's (Portfolio's) assets (taken at
         cost) except that the Fund (Portfolio) may borrow for temporary or
         emergency purposes up to 1/3 of its net assets;

(2)      pledge, mortgage or hypothecate for any purpose in excess of 10% of the
         Fund's (Portfolio's) total assets (taken at market value), provided
         that collateral arrangements with respect to options and futures,
         including deposits of initial deposit and variation margin, and reverse
         repurchase agreements are not considered a pledge of assets for
         purposes of this restriction;

(3)      purchase any security or evidence of interest therein on margin, except
         that such short-term credit as may be necessary for the clearance of
         purchases and sales of securities may be obtained and except that
         deposits of initial deposit and variation margin may be made in
         connection with the purchase, ownership, holding or sale of futures;

(4)      sell any security which it does not own unless by virtue of its
         ownership of other securities it has at the time of sale a right to
         obtain securities, without payment of further consideration, equivalent
         in kind and amount to the securities sold and provided that if such
         right is conditional the sale is made upon the same conditions;

(5)      invest for the purpose of exercising control or management;

(6)      purchase securities issued by any investment company except by purchase
         in the open market where no commission or profit to a sponsor or dealer
         results from such purchase other than the customary broker's
         commission, or except when such purchase, though not made in the open
         market, is part of a plan of merger or consolidation; provided,
         however, that securities of any investment company will not be
         purchased for the Fund (Portfolio) if such purchase at the time thereof
         would cause (a) more than 10% of the Fund's (Portfolio's) total assets
         (taken at the greater of cost or market value) to be invested in the
         securities of such issuers; (b) more than 5% of the Fund's
         (Portfolio's) total assets (taken at the greater of cost or market
         value) to be invested in any one investment company; or (c) more than
         3% of the outstanding voting securities of any such issuer to be held
         for the Fund (Portfolio), unless permitted to exceed these limitations
         by an exemptive order of the Securities and Exchange Commission (the
         "SEC"); provided further that, except in the case of merger or
         consolidation, the Fund (Portfolio) shall not invest in any other
         open-end investment company unless the Fund (Portfolio) (1) waives the
         investment advisory fee with respect to assets invested in other
         open-end investment companies and (2) incurs no sales charge in
         connection with the investment (as an operating policy the Fund
         (Portfolio) will not invest in another open-end registered investment
         company);

(7)      invest more than 15% of the Fund's (Portfolio's) net assets (taken at
         the greater of cost or market value) in securities that are illiquid or
         not readily marketable, not including (a) Rule 144A securities that
         have been determined to be liquid by the Board of Trustees; and (b)
         commercial paper that is sold under section 4(2) of the 1933 Act which:
         (i) is not traded flat or in default as to interest or principal; and
         (ii) is rated in one of the two highest categories by at least two
         nationally recognized statistical rating organizations and the Fund's
         (Portfolio's) Board of Trustees has determined the commercial paper to
         be liquid; or (iii) is rated in one of the two highest categories by
         one nationally recognized statistical rating agency and the Fund's
         (Portfolio's) Board of Trustees has determined that the commercial
         paper is equivalent quality and is liquid;

(8)      make short sales of securities or maintain a short position, unless at
         all times when a short position is open it owns an equal amount of such
         securities or securities convertible into or exchangeable, without
         payment of any further consideration, for securities of the same issue
         and equal in amount to, the securities sold short, and unless not more
         than 10% of the Portfolio's (Fund's) net assets (taken at market value)
         is represented by such securities, or securities convertible into or
         exchangeable for such securities, at any one time (the Portfolio (Fund)
         have no current intention to engage in short selling);

(9)      write puts and calls on securities unless each of the following
         conditions is met: (a) the security underlying the put or call is
         within the investment policies of the Fund (Portfolio) and the option
         is issued by the Options Clearing Corporation, except for put and call
         options issued by non-US entities or listed on non-US securities or
         commodities exchanges; (b) the aggregate value of the obligations
         underlying the puts determined as of the date the options are sold
         shall not exceed 50% of the Fund's (Portfolio's) net assets; (c) the
         securities subject to the exercise of the call written by the Fund
         (Portfolio) must be owned by the Fund (Portfolio) at the time the call
         is sold and must continue to be owned by the Fund (Portfolio) until the
         call has been exercised, has lapsed, or the Fund (Portfolio) has
         purchased a closing call, and such purchase has been confirmed, thereby
         extinguishing the Fund's (Portfolio's) obligation to deliver securities
         pursuant to the call it has sold; and (d) at the time a put is written,
         the Fund (Portfolio) establishes a segregated account with its
         custodian consisting of cash or short-term US Government securities
         equal in value to the amount the Fund (Portfolio) will be obligated to
         pay upon exercise of the put (this account must be maintained until the
         put is exercised, has expired, or the Fund (Portfolio) has purchased a
         closing put, which is a put of the same series as the one previously
         written);

(10)     buy and sell puts and calls on securities, stock index futures or
         options on stock index futures, or financial futures or options on
         financial futures unless such futures or options are written by other
         persons and: (a) the options or futures are offered through the
         facilities of a national securities association or are listed on a
         national securities or commodities exchange, except for put and call
         options issued by non-US entities or listed on non-US securities or
         commodities exchanges; (b) the aggregate premiums paid on all such
         options which are held at any time do not exceed 20% of the Fund's
         (Portfolio's) total net assets; and (c) the aggregate margin deposits
         required on all such futures or options thereon held at any time do not
         exceed 5% of the Fund's (Portfolio's) total assets; and

(11)     acquire the securities of registered open-end investment companies or
         registered unit investment trusts in reliance on Section 12(d)(1)(F) or
         12(d)(1)(G) of the 1940 Act.

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

Additional Information Regarding the S&P 500 Index

The Fund is not sponsored, endorsed, sold or promoted by the Standard & Poor's
Division of The McGraw-Hill Companies, Inc. ("S&P"). S&P makes no representation
or warranty, express or implied, to the shareholders of the DWS S&P 500 Index
Fund or any member of the public regarding the advisability of investing in
securities generally, or in the Fund particularly or the ability of the S&P 500
Composite Stock Price Index (the "S&P 500 Index") to track general stock market
performance. S&P's only relationship to the Advisor and Fund is the licensing of
certain trademarks and trade names of S&P and of the S&P 500 Index which is
determined, composed and calculated by S&P without regard to the Advisor or the
Fund. S&P has no obligation to take the needs of the Advisor or the shareholders
of the Fund into consideration in determining, composing or calculating the S&P
500 Index. S&P is not responsible for and has not participated in the
determination of the prices and amount of the Fund, or the timing of the
issuance or sale of shares of the Fund or in the determination or calculation of
the equation by which the Fund is to be converted into cash. S&P has no
obligation or liability in connection with the administration, marketing or
trading in the shares of the Fund.

S&P DOES NOT GUARANTEE THE ACCURACY AND/OR THE COMPLETENESS OF THE S&P 500 INDEX
OR ANY DATA INCLUDED THEREIN AND S&P SHALL HAVE NO LIABILITY FOR ANY ERRORS,
OMISSIONS, OR INTERRUPTIONS THEREIN. S&P MAKES NO WARRANTY, EXPRESS OR IMPLIED,
AS TO RESULTS TO BE OBTAINED BY THE ADVISOR, DWS S&P 500 INDEX FUND,
SHAREHOLDERS OF THE DWS S&P 500 INDEX FUND, OR ANY OTHER PERSON OR ENTITY FROM
THE USE OF THE S&P 500 INDEX OR ANY DATA INCLUDED THEREIN. S&P MAKES NO EXPRESS
OR IMPLIED WARRANTIES, AND EXPRESSLY DISCLAIMS ALL WARRANTIES OF MERCHANTABILITY
OR FITNESS FOR A PARTICULAR PURPOSE OR USE WITH RESPECT TO THE S&P 500 INDEX OR
ANY DATA INCLUDED THEREIN. WITHOUT LIMITING ANY OF THE FOREGOING, IN NO EVENT
SHALL S&P HAVE ANY LIABILITY FOR ANY SPECIAL, PUNITIVE, INDIRECT, OR
CONSEQUENTIAL DAMAGES (INCLUDING LOST PROFITS), EVEN IF NOTIFIED OF THE
POSSIBILITY OF SUCH DAMAGES.


Special Information Concerning Master-Feeder Fund Structure. Unlike other
open-end management investment companies (mutual funds) which directly acquire
and manage their own portfolio securities, the Fund seeks to achieve its
investment objective by investing substantially all of its assets in the
Portfolio, a separate registered investment company with the same investment
objective as the Fund. Therefore, an investor's interest in the Portfolio's
securities is indirect. In addition to selling a beneficial interest to the
Fund, the Portfolio may sell beneficial interests to other mutual funds,
investment vehicles or institutional investors. Such investors will invest in
the Portfolio on the same terms and conditions and will pay a proportionate
share of the Portfolio's expenses. However, the other investors investing in the
Portfolio are not required to sell their shares at the same public offering
price as the Fund due to variations in sales commissions and other operating
expenses. Therefore, investors in the Fund should be aware that these
differences may result in differences in returns experienced by investors in the
different funds that invest in the Portfolio. Such differences in returns are
also present in other mutual fund structures. Information concerning other
holders of interests in the Portfolio is available from DWS Investments at (800)
621-1048.


Smaller funds investing in the Portfolio may be materially affected by the
actions of larger funds investing in the Portfolio. For example, if a large fund
withdraws from the Portfolio, the remaining funds may experience higher pro rata
operating expenses, thereby producing lower returns (however, this possibility
exists as well for traditionally structured funds which have large institutional
investors). Additionally, the Portfolio may become less diverse, resulting in
increased portfolio risk. Also, funds with a greater pro rata ownership in the
Portfolio could have effective voting control of the operations of the
Portfolio. Except as permitted by the SEC, whenever the Trust is requested to
vote on matters pertaining to the Portfolio, the Trust will hold a meeting of
shareholders of the Fund and will cast all of its votes in the same proportion
as the votes of the Fund's shareholders. Fund shareholders who do not vote will
not affect the Trust's votes at the Portfolio meeting. The percentage of the
Trust's votes representing the Fund's shareholders not voting will be voted by
the Trustees or officers of the Trust in the same proportion as those that
represent the Fund shareholders who do, in fact, vote.

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

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

Unless otherwise stated, the Fund's investment objective and policies are not
fundamental and may be changed upon notice to, but without the approval of, the
Fund's shareholders. If there is a change in the Fund's investment objective,
the Fund's shareholders should consider whether the Fund remains an appropriate
investment in light of their then-current needs. The investment objective of the
Portfolio is also not a fundamental policy. Shareholders of the Fund will
receive 30 days' prior written notice with respect to any change in the
investment objective of the Fund or the Portfolio.

Because the Fund invests substantially all of its assets in the Portfolio,
references herein to investments, restrictions, strategies and risks of the Fund
or Portfolio should be construed to apply to the Portfolio or the Fund,
respectively, as the context requires.

Rating Services. The ratings of Moody's and S&P represent their opinions as to
the quality of the securities that they undertake to rate. It should be
emphasized, however, that ratings are relative and subjective and are not
absolute standards of quality. Although these ratings are initial criteria for
selection of portfolio investments, the Advisor also makes its own evaluation of
these securities, subject to review by the Portfolio's Board of Trustees. After
purchase by the Portfolio, an obligation may cease to be rated or its rating may
be reduced below the minimum required for purchase by the Portfolio. Neither
event would require the Portfolio to eliminate the obligation from its
portfolio, but Northern Trust Investments, N.A., the subadvisor to the
Portfolio, will consider such an event in its determination of whether the
Portfolio should continue to hold the obligation. A description of the ratings
categories of Moody's and S&P for commercial paper is set forth in the Appendix
to this SAI.

To meet federal income tax requirements for qualification as a regulated
investment company, the Fund must, among other things, limit its investments so
that at the close of each quarter of its taxable year (1) no more than 25% of
the value of its total assets is invested in the securities (other than
securities of the US Government or a regulated investment company) of a single
issuer or two or more issuers which the Fund controls and which are engaged in
the same, similar or related trades or businesses or in the securities of one or
more qualified publicly traded partnerships, and (2) at least 50% of the value
of its total assets is represented by cash, cash items (including receivables),
US Government securities, securities of other regulated investment companies and
other securities of any issuer that does not represent more than 5% of the value
of the Fund's total assets and not more than 10% of the issuer's outstanding
voting securities.

                       INVESTMENT POLICIES AND TECHNIQUES

General Investment Objective and Policies

The Fund's investment objective is to provide investment results that, before
expenses, correspond to the total return of common stocks of large US companies
publicly traded in the United States, as represented by the Standard & Poor's
(S&P) 500 Index ("S&P 500 Index"). As described in the Prospectus, the Trust
seeks to achieve the investment objective of the Fund by investing substantially
all of the investable assets of the Fund in an open-end management investment
company having the same investment objective as the Fund. The investment company
in which the Fund invests is the DWS Equity 500 Index Portfolio (the
"Portfolio"), advised by Deutsche Investment Management Americas Inc. ("DIMA")
and sub-advised by Northern Trust Investments, N.A. ("NTI" or the "Subadvisor").
Since the investment characteristics of the Fund will correspond directly with
those of the Portfolio in which the Fund invests all of its investable assets,
the following includes a discussion of the various investments of and techniques
employed by the Portfolio.

Descriptions in this SAI of a particular investment practice or technique in
which the Portfolio may engage are meant to describe the spectrum of investments
that the Subadvisor in its discretion might, but is not required to, use in
managing the Portfolio's assets. The Subadvisor may, in its discretion, at any
time employ such practice, technique or instrument for one or more funds but not
for all funds advised by it. Furthermore, it is possible that certain types of
financial instruments or investment techniques described herein may not be
available, permissible, economically feasible or effective for their intended
purposes in all markets. Certain practices, techniques or instruments may not be
principal activities of the Portfolio, but, to the extent employed, could from
time to time have a material impact on the Fund's performance.



Asset Segregation. Certain investment transactions expose the Fund to an
obligation to make future payments to third parties. Examples of these types of
transactions, include, but are not limited to, reverse repurchase agreements,
short sales, dollar rolls, when-issued, delayed-delivery or forward commitment
transactions and certain derivatives such as swaps, futures, forwards, and
options. To the extent that the Fund engages in such transactions, the Fund will
(to the extent required by applicable law) either (1) segregate cash or liquid
assets in the prescribed amount or (2) otherwise "cover" its future obligations
under the transaction, such as by holding an offsetting investment. If the Fund
segregates sufficient cash or other liquid assets or otherwise "covers" its
obligations under such transactions, the Fund will not consider the transactions
to be borrowings for purposes of its investment restrictions or "senior
securities" under the 1940 Act, and therefore, such transactions will not be
subject to the 300% asset coverage requirement under the 1940 Act otherwise
applicable to borrowings by the Fund.

In some cases (e.g., with respect to futures and forwards that are contractually
required to "cash-settle"), the Fund will segregate cash or other liquid assets
with respect to the amount of the daily net (marked-to-market) obligation
arising from the transaction, rather than the notional amount of the underlying
contract. By segregating assets in an amount equal to the net obligation rather
than the notional amount, the Fund will have the ability to employ leverage to a
greater extent than if it set aside cash or other liquid assets equal to the
notional amount of the contract, which may increase the risk associated with
such transactions.

The Fund may utilize methods of segregating assets or otherwise "covering"
transactions that are currently or in the future permitted under the 1940 Act,
the rules and regulation thereunder, or orders issued by the Securities and
Exchange Commission ("SEC") thereunder. For these purposes, interpretations and
guidance provided by the SEC staff may be taken into account when deemed
appropriate by the Fund.

Assets used as segregation or cover cannot be sold while the position in the
corresponding transaction is open, unless they are replaced with other
appropriate assets. As a result, the commitment of a large portion of the Fund's
assets for segregation and cover purposes could impede portfolio management or
the Fund's ability to meet redemption requests or other current obligations.

Segregating assets or otherwise "covering" for these purposes does not
necessarily limit the percentage of the assets of the Fund that may be at risk
with respect to certain derivative transactions.


Certificates Of Deposit and Bankers' Acceptances. Certificates of deposit are
receipts issued by a depository institution in exchange for the deposit of
funds. The issuer agrees to pay the amount deposited plus interest to the bearer
of the receipt on the date specified on the certificate. The certificate usually
can be traded in the secondary market prior to maturity. Bankers' acceptances
typically arise from short-term credit arrangements designed to enable
businesses to obtain funds to finance commercial transactions. Generally, an
acceptance is a time draft drawn on a bank by an exporter or an importer to
obtain a stated amount of funds to pay for specific merchandise. The draft is
then "accepted" by a bank that, in effect, unconditionally guarantees to pay the
face value of the instrument on its maturity date. The acceptance may then be
held by the accepting bank as an earning asset or it may be sold in the
secondary market at the going rate of discount for a specific maturity. Although
maturities for acceptances can be as long as 270 days, most acceptances have
maturities of six months or less.

Commercial Paper. Commercial paper consists of short-term (usually from 1 to 270
days) unsecured promissory notes issued by corporations in order to finance
their current operations. A variable amount master demand note (which is a type
of commercial paper) represents a direct borrowing arrangement involving
periodically fluctuating rates of interest under a letter agreement between a
commercial paper issuer and an institutional lender pursuant to which the lender
may determine to invest varying amounts.

Common Stocks. Common stock is issued by companies to raise cash for business
purposes and represents a proportionate interest in the issuing companies.
Therefore, the Fund participates in the success or failure of any company in
which it holds stock. The market values of common stock can fluctuate
significantly, reflecting the business performance of the issuing company,
investor perception and general economic and financial market movements. Despite
the risk of price volatility, however, common stocks have historically offered a
greater potential for long-term gain on investment, compared to other classes of
financial assets such as bonds or cash equivalents, although there can be no
assurance that this will be true in the future.

Derivatives. The Portfolio may invest in various instruments that are commonly
known as "derivatives." Generally, a derivative is a financial arrangement, the
value of which is based on, or "derived" from, a traditional security, asset, or
market index. Some derivatives such as mortgage-related and other asset-backed
securities are in many respects like any other investment, although they may be
more volatile or less liquid than more traditional debt securities. There are,
in fact, many different types of derivatives and many different ways to use
them. There is a range of risks associated with those uses. Futures and options
are commonly used for traditional hedging purposes to attempt to protect a fund
from exposure to changing interest rates, securities prices, or currency
exchange rates and as a low cost method of gaining exposure to a particular
securities market without investing directly in those securities. However, some
derivatives are used for leverage, which tends to magnify the effects of an
instrument's price changes as market conditions change. Leverage involves the
use of a small amount of money to control a large amount of financial assets,
and can in some circumstances lead to significant losses. The Advisor will use
derivatives only in circumstances where they offer the most efficient means of
improving the risk/reward profile of the Portfolio and when consistent with the
Portfolio's investment objective and policies. The use of derivatives for
non-hedging purposes may be considered speculative.

Equity Securities. The Portfolio may invest in equity securities listed on any
domestic securities exchange or traded in the over-the-counter market. Common
stocks, the most familiar type of equity security, represent an equity
(ownership) interest in a corporation. They may or may not pay dividends or
carry voting rights. Common stock occupies the most junior position in a
company's capital structure. Although equity securities have a history of
long-term growth in value, their prices fluctuate based on changes in a
company's financial condition and on overall market and economic conditions.
Smaller companies are especially sensitive to these factors.

Illiquid Securities and Restricted Securities. The Portfolio may purchase
securities that are subject to legal or contractual restrictions on resale
("restricted securities"). Generally speaking, restricted securities may be sold
(i) only to qualified institutional buyers; (ii) in a privately negotiated
transaction to a limited number of purchasers; (iii) in limited quantities after
they have been held for a specified period of time and other conditions are met
pursuant to an exemption from registration; or (iv) in a public offering for
which a registration statement is in effect under the Securities Act of 1933, as
amended. Issuers of restricted securities may not be subject to the disclosure
and other investor protection requirements that would be applicable if their
securities were publicly traded.

Restricted securities are often illiquid, but they may also be liquid. For
example, restricted securities that are eligible for resale under Rule 144A are
often deemed to be liquid.

The Portfolio's Board has approved guidelines for use by the Subadvisor in
determining whether a security is liquid or illiquid. Among the factors the
Subadvisor may consider in reaching liquidity decisions relating to Rule 144A
securities are: (1) the frequency of trades and quotes for the security; (2) the
number of dealers wishing to purchase or sell the security and the number of
other potential purchasers; (3) dealer undertakings to make a market in the
security; and (4) the nature of the security and the nature of the market for
the security (i.e., the time needed to dispose of the security, the method of
soliciting offers, and the mechanics of the transfer). Issuers of restricted
securities may not be subject to the disclosure and other investor protection
requirement that would be applicable if their securities were publicly traded.
Where a registration statement is required for the resale of restricted
securities, the Fund may be required to bear all or part of the registration
expenses. The Portfolio or the Fund may be deemed to be an "underwriter" for
purposes of the 1933 Act when selling restricted securities to the public and,
in such event, the Portfolio or the Fund, respectively, may be liable to
purchasers of such securities if the registration statement prepared by the
issuer is materially inaccurate or misleading.

The Portfolio may also purchase securities that are not subject to legal or
contractual restrictions on resale, but that are deemed illiquid. Such
securities may be illiquid, for example, because there is a limited trading
market for them.

The Portfolio may be unable to sell a restricted or illiquid security. In
addition, it may be more difficult to determine a market value for restricted or
illiquid securities. Moreover, if adverse market conditions were to develop
during the period between the Portfolio's decision to sell a restricted or
illiquid security and the point at which the Portfolio is permitted or able to
sell such security, the Portfolio might obtain a price less favorable than the
price that prevailed when it decided to sell.

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

Interfund Borrowing and Lending Program. The Fund has received exemptive relief
from the SEC, which permits the Fund to participate in an interfund lending
program among certain investment companies advised by the Advisor. The interfund
lending program allows the participating funds to borrow money from and loan
money to each other for temporary or emergency purposes. The program is subject
to a number of conditions designed to ensure fair and equitable treatment of all
participating funds, including the following: (1) no fund may borrow money
through the program unless it receives a more favorable interest rate than a
rate approximating the lowest interest rate at which bank loans would be
available to any of the participating funds under a loan agreement; and (2) no
fund may lend money through the program unless it receives a more favorable
return than that available from an investment in repurchase agreements and, to
the extent applicable, money market cash sweep arrangements. In addition, a fund
may participate in the program only if and to the extent that such participation
is consistent with the fund's investment objectives and policies (for instance,
money market funds would normally participate only as lenders and tax exempt
funds only as borrowers). Interfund loans and borrowings may extend overnight,
but could have a maximum duration of seven days. Loans may be called on one
day's notice. A fund may have to borrow from a bank at a higher interest rate if
an interfund loan is called or not renewed. Any delay in repayment to a lending
fund could result in a lost investment opportunity or additional costs. The
program is subject to the oversight and periodic review of the boards of the
participating funds. To the extent the Fund is actually engaged in borrowing
through the interfund lending program, the Fund, as a matter of non-fundamental
policy, may not borrow for other than temporary or emergency purposes (and not
for leveraging), except that the Fund may engage in reverse repurchase
agreements and dollar rolls for any purpose.

Investment Company Securities. The Portfolio may acquire securities of other
investment companies to the extent consistent with its investment objective and
subject to the limitations of the 1940 Act. The Fund will indirectly bear its
proportionate share of any management fees and other expenses paid by such other
investment companies.

For example, the Portfolio may invest in a variety of investment companies which
seek to track the composition and performance of specific indexes or a specific
portion of an index. These index-based investments hold substantially all of
their assets in securities representing their specific index. Accordingly, the
main risk of investing in index-based investments is the same as investing in a
portfolio of equity securities comprising the index. The market prices of
index-based investments will fluctuate in accordance with both changes in the
market value of their underlying portfolio securities and due to supply and
demand for the instruments on the exchanges on which they are traded (which may
result in their trading at a discount or premium to their NAVs). Index-based
investments may not replicate exactly the performance of their specified index
because of transaction costs and because of the temporary unavailability of
certain component securities of the index.

Examples of index-based investments include:

SPDRs(R): SPDRs, an acronym for "Standard & Poor's Depositary Receipts," are
based on the S&P 500 Composite Stock Price Index. They are issued by the SPDR
Trust, a unit investment trust that holds shares of substantially all the
companies in the S&P 500 in substantially the same weighting and seeks to
closely track the price performance and dividend yield of the Index.

MidCap SPDRs(R): MidCap SPDRs are based on the S&P MidCap 400 Index. They are
issued by the MidCap SPDR Trust, a unit investment trust that holds a portfolio
of securities consisting of substantially all of the common stocks in the S&P
MidCap 400 Index in substantially the same weighting and seeks to closely track
the price performance and dividend yield of the Index.

Select Sector SPDRs(R): Select Sector SPDRs are based on a particular sector or
group of industries that are represented by a specified Select Sector Index
within the Standard & Poor's Composite Stock Price Index. They are issued by The
Select Sector SPDR Trust, an open-end management investment company with nine
portfolios each of which seeks to closely track the price performance and
dividend yield of a particular Select Sector Index.

DIAMONDS(SM): DIAMONDS are based on the Dow Jones Industrial Averages(SM). They
are issued by the DIAMONDS Trust, a unit investment trust that holds a portfolio
of all the component common stocks of the Dow Jones Industrial Average and seeks
to closely track the price performance and dividend yield of the Dow.

Nasdaq-100 Shares: Nasdaq-100 Shares are based on the Nasdaq 100 Index. They are
issued by the Nasdaq-100 Trust, a unit investment trust that holds a portfolio
consisting of substantially all of the securities, in substantially the same
weighting, as the component stocks of the Nasdaq-100 Index and seeks to closely
track the price performance and dividend yield of the Index.

Investment of Uninvested Cash Balances. The Portfolio may have cash balances
that have not been invested in portfolio securities ("Uninvested Cash").
Uninvested Cash may result from a variety of sources, including dividends or
interest received from portfolio securities, unsettled securities transactions,
reserves held for investment strategy purposes, scheduled maturity of
investments, liquidation of investment securities to meet anticipated
redemptions and dividend payments, and new cash received from investors.
Uninvested Cash may be invested directly in money market instruments or other
short-term debt obligations. Pursuant to an Exemptive Order issued by the SEC,
the Portfolio may use Uninvested Cash to purchase shares of affiliated funds
including money market funds, short-term bond funds and Cash Management QP
Trust, or one or more future entities for which the Advisor acts as trustee or
investment advisor that operate as cash management investment vehicles and that
are excluded from the definition of investment company pursuant to section
3(c)(1) or 3(c)(7) of the 1940 Act (collectively, the "Central Funds") in excess
of the limitations of Section 12(d)(1) of the 1940 Act. Investment by the
Portfolio in shares of the Central Funds will be in accordance with the Fund's
investment policies and restrictions as set forth in its registration statement.

Certain of the Central Funds comply with rule 2a-7 under the 1940 Act. The other
Central Funds are or will be short-term bond funds that invest in fixed-income
securities and maintain a dollar weighted average maturity of three years or
less. Each of the Central Funds will be managed specifically to maintain a
highly liquid portfolio, and access to them will enhance the Portfolio's ability
to manage Uninvested Cash.

The Portfolio will invest Uninvested Cash in Central Funds only to the extent
that the Portfolio's aggregate investment in the Central Funds does not exceed
25% of its total assets. Purchase and sales of shares of Central Funds are made
at net asset value.


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

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


Payments received by the Portfolio in lieu of any dividends paid on the loaned
securities will not be treated as "qualified dividend income" for purposes of
determining what portion of the Portfolio's dividends received by individuals
may be taxed at the rates generally applicable to long-term capital gains. See
"Taxes."

Repurchase Agreements. The Portfolio may invest in repurchase agreements
pursuant to its investment guidelines. In a repurchase agreement, the Portfolio
acquires ownership of a security and simultaneously commits to resell that
security to the seller, typically a bank or broker/dealer.

A repurchase agreement provides a means for the Portfolio to earn income on
funds for periods as short as overnight. It is an arrangement under which the
purchaser (i.e., the Portfolio) acquires a security ("Obligation") and the
seller agrees, at the time of sale, to repurchase the Obligation at a specified
time and price. Securities subject to a repurchase agreement are held in a
segregated account and, as described in more detail below, the value of such
securities is kept at least equal to the repurchase price on a daily basis. The
repurchase price may be higher than the purchase price, the difference being
income to the Portfolio, or the purchase and repurchase prices may be the same,
with interest at a stated rate due to the Portfolio together with the repurchase
price upon repurchase. In either case, the income to the Portfolio is unrelated
to the interest rate on the Obligation itself. Obligations will be held by the
custodian or in the Federal Reserve Book Entry System.

It is not clear whether a court would consider the Obligation purchased by the
Portfolio subject to a repurchase agreement as being owned by the fund or as
being collateral for a loan by the Portfolio to the seller. In the event of the
commencement of bankruptcy or insolvency proceedings with respect to the seller
of the Obligation before repurchase of the Obligation under a repurchase
agreement, the Portfolio may encounter delay and incur costs before being able
to sell the security. Delays may involve loss of interest or decline in price of
the Obligation. If the court characterizes the transaction as a loan and the
Portfolio has not perfected a security interest in the Obligation, the Portfolio
may be required to return the Obligation to the seller's estate and be treated
as an unsecured creditor of the seller. As an unsecured creditor, the Portfolio
would be at risk of losing some or all of the principal and income involved in
the transaction. As with any unsecured debt Obligation purchased for the
Portfolio, the Advisor seeks to reduce the risk of loss through repurchase
agreements by analyzing the creditworthiness of the obligor, in this case the
seller of the Obligation. Apart from the risk of bankruptcy or insolvency
proceedings, there is also the risk that the seller may fail to repurchase the
Obligation, in which case the Portfolio may incur a loss if the proceeds to the
Portfolio of the sale to a third party are less than the repurchase price.
However, if the market value (including interest) of the Obligation subject to
the repurchase agreement becomes less than the repurchase price (including
interest), the Portfolio will direct the seller of the Obligation to deliver
additional securities so that the market value (including interest) of all
securities subject to the repurchase agreement will equal or exceed the
repurchase price.

Short-Term Instruments. When the Portfolio experiences large cash inflows
through the sale of securities or when desirable equity securities that are
consistent with the Portfolio's investment objective are unavailable in
sufficient quantities or at attractive prices, the Portfolio may hold short-term
investments (or shares of money market mutual funds) for a limited time pending
availability of such equity securities. Short-term instruments consist of
foreign and domestic: (i) short-term obligations of sovereign governments, their
agencies, instrumentalities, authorities or political subdivisions; (ii) other
short-term debt securities rated AA or higher by S&P or Aa or higher by Moody's
Investors Service, Inc. ("Moody's") or, if unrated, of comparable quality in the
opinion of the Subadvisor; (iii) commercial paper; (iv) bank obligations,
including negotiable certificates of deposit, time deposits and bankers'
acceptances; and (v) repurchase agreements. At the time the Portfolio invests in
commercial paper, bank obligations or repurchase agreements, the issuer or the
issuer's parent must have outstanding debt rated AA or higher by S&P or Aa or
higher by Moody's or outstanding commercial paper or bank obligations rated A-1
by S&P or Prime-1 by Moody's; or, if no such ratings are available, the
instrument must be of comparable quality in the opinion of the Subadvisor.

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

When-Issued and Delayed Delivery Securities. The Portfolio may purchase
securities on a when-issued or delayed delivery basis. Delivery of and payment
for these securities can take place a month or more after the date of the
purchase commitment. The purchase price and the interest rate payable, if any,
on the securities are fixed on the purchase commitment date or at the time the
settlement date is fixed. The value of such securities is subject to market
fluctuation and no interest accrues to the Portfolio until settlement takes
place. At the time the Portfolio makes the commitment to purchase securities on
a when-issued or delayed delivery basis, it will record the transaction, reflect
the value each day of such securities in determining its net asset value and, if
applicable, calculate the maturity for the purposes of average maturity from
that date. At the time of settlement a when-issued security may be valued at
less than the purchase price. To facilitate such acquisitions, the Portfolio
identifies, as part of a segregated account, cash or liquid securities, in an
amount at least equal to such commitments. On delivery dates for such
transactions, the Portfolio will meet its obligations from maturities or sales
of the securities held in the segregated account and/or from cash flow. If the
Portfolio chooses to dispose of the right to acquire a when-issued security
prior to its acquisition, it could, as with the disposition of any other
portfolio obligation, incur a gain or loss due to market fluctuation. It is the
current policy of the Portfolio not to enter into when-issued commitments
exceeding in the aggregate 15% of the market value of the Portfolio's total
assets, less liabilities other than the obligations created by when-issued
commitments.

Index Futures Contracts and Options on Index Futures Contracts

Futures Contracts. Futures contracts are contracts to purchase or sell a fixed
amount of an underlying instrument, commodity or index at a fixed time and place
in the future. US futures contracts have been designed by exchanges which have
been designated "contracts markets" by the Commodity Futures Trading Commission
("CFTC"), and must be executed through a futures commission merchant, or
brokerage firm, which is a member of the relevant contract market. Futures
contracts trade on a number of exchanges and clear through their clearing
corporations. The Portfolio may enter into contracts for the purchase or sale
for future delivery of the S&P 500 Index.

At the same time a futures contract on the S&P 500 Index is entered into, the
Portfolio must allocate cash or securities as a deposit payment ("initial
margin"). Daily thereafter, the futures contract is valued and the payment of
"variation margin" may be required, since each day the Portfolio would provide
or receive cash that reflects any decline or increase in the contract's value.

Although futures contracts (other than those that settle in cash) by their terms
call for the actual delivery or acquisition of the instrument underlying the
contract, in most cases the contractual obligation is fulfilled by offset before
the date of the contract without having to make or take delivery of the
instrument underlying the contract. The offsetting of a contractual obligation
is accomplished by entering into an opposite position in the identical futures
contract on the commodities exchange on which the futures contract was entered
into (or a linked exchange). Such a transaction, which is effected through a
member of an exchange, obviates delivery of the instrument underlying the
contract. Since all transactions in the futures market are made, offset or
fulfilled through a clearinghouse associated with the exchange on which the
contracts are traded, the Portfolio will incur brokerage fees when it enters
into futures contracts.

The ordinary spreads between prices in the cash and futures market, due to
differences in the nature of those markets, are subject to distortions. First,
all participants in the futures market are subject to initial deposit and
variation margin requirements. Rather than meeting additional variation margin
requirements, investors may close futures contracts through offsetting
transactions which could distort the normal relationship between the cash and
futures markets. Second, the liquidity of the futures market depends on most
participants entering into offsetting transactions rather than making or taking
delivery. To the extent that many participants decide to make or take delivery,
liquidity in the futures market could be reduced, thus producing distortion.
Third, from the point of view of speculators, the margin deposit requirements in
the futures market are less onerous than margin requirements in the securities
market. Therefore, increased participation by speculators in the futures market
may cause temporary price distortions. Due to the possibility of distortion, a
correct forecast of securities price trends by the Advisor may still not result
in a successful transaction.

In addition, futures contracts entail risks. Although the Subadvisor believes
that the use of such contracts will benefit the Portfolio, if the Subadvisor's
judgment about the general direction of the S&P 500 Index is incorrect, the
Portfolio's overall performance would be poorer than if it had not entered into
any such contract. For example, if the Portfolio has hedged against the
possibility of a decrease in the S&P 500 Index which would adversely affect the
value of the securities held in its portfolio and securities prices increase
instead, the Portfolio will lose part or all of the benefit of the increased
value of its securities which it has hedged because it will have offsetting
losses in its futures positions. In addition, in such situations, if the
Portfolio has insufficient cash, it may have to sell securities from its
portfolio to meet daily variation margin requirements. Such sales of securities
may be, but will not necessarily be, at increased prices which reflect the
rising market. The Portfolio may have to sell securities at a time when it may
be disadvantageous to do so.

Options on Index Futures Contracts. The Portfolio may purchase and write options
on futures contracts with respect to the S&P 500 Index. The purchase of a call
option on an index futures contract is similar in some respects to the purchase
of a call option on such an index. For example, when the Portfolio is not fully
invested it may purchase a call option on an index futures contract to hedge
against a market advance.

The writing of a call option on a futures contract with respect to the S&P 500
Index may constitute a partial hedge against declining prices of the underlying
securities which are deliverable upon exercise of the futures contract. If the
futures price at expiration of the option is below the exercise price, the
Portfolio will retain the full amount of the option premium which provides a
partial hedge against any decline that may have occurred in the Portfolio's
holdings. The writing of a put option on an index futures contract may
constitute a partial hedge against increasing prices of the underlying
securities which are deliverable upon exercise of the futures contract. If the
futures price at expiration of the option is higher than the exercise price, the
Portfolio will retain the full amount of the option premium which provides a
partial hedge against any increase in the price of securities which the
Portfolio intends to purchase. If a put or call option the Portfolio has written
is exercised, the Portfolio will incur a loss which will be reduced by the
amount of the premium it receives. Depending on the degree of correlation
between changes in the value of its portfolio securities and changes in the
value of its fixtures positions, the Portfolio's losses from existing options on
futures may to some extent be reduced or increased by changes in the value of
portfolio securities.

The purchase of a put option on a futures contract with respect to the S&P 500
Index is similar in some respects to the purchase of protective put options on
the S&P 500 Index. For example, the Portfolio may purchase a put option on an
index fixtures contract to hedge against the risk of lowering securities values.

The amount of risk the Portfolio assumes when it purchases an option on a
futures contract with respect to the S&P 500 Index is the premium paid for the
option plus related transaction costs. In addition to the correlation risks
discussed above, the purchase of such an option also entails the risk that
changes in the value of the underlying futures contract will not be fully
reflected in the value of the option purchased.

The Board of Trustees of the Portfolio has adopted the requirement that index
futures contracts and options on index futures contracts be used only for cash
management purposes. The Portfolio is operated by persons who have claimed an
exemption from the definition of the term "commodity pool operator" under the
Commodity Exchange Act and, therefore, who are not subject to registration or
regulation under the Commodity Exchange Act.

Options On Securities Indexes. The Portfolio may write (sell) covered call and
put options to a limited extent on the S&P 500 Index ("covered options") in an
attempt to increase income. Such options give the holder the right to receive a
cash settlement during the term of the option based upon the difference between
the exercise price and the value of the S&P 500 Index. The Portfolio may forgo
the benefits of appreciation on the S&P 500 Index or may pay more than the
market price of the S&P 500 Index pursuant to call and put options written by
the Portfolio.

By writing a covered call option, the Portfolio forgoes, in exchange for the
premium less the commission ("net premium"), the opportunity to profit during
the option period from an increase in the market value of the S&P 500 Index
above the exercise price. By writing a covered put option, the Portfolio, in
exchange for the net premium received, accepts the risk of a decline in the
market value of the S&P 500 Index below the exercise price.

The Portfolio may terminate its obligation as the writer of a call or put option
by purchasing an option with the same exercise price and expiration date as the
option previously written.

When the Portfolio writes an option, an amount equal to the net premium received
by the Portfolio is included in the liability section of the Portfolio's
Statement of Assets and Liabilities as a deferred credit. The amount of the
deferred credit will be subsequently marked to market to reflect the current
market value of the option written. The current market value of a traded option
is the last sale price or, in the absence of a sale, the mean between the
closing bid and asked prices. If an option expires on its stipulated expiration
date or if the Portfolio enters into a closing purchase transaction, the
Portfolio will realize a gain (or loss if the cost of a closing purchase
transaction exceeds the premium received when the option was sold), and the
deferred credit related to such option will be eliminated. If a call option is
exercised, the Portfolio will realize a gain or loss from the sale of the
underlying security and the proceeds of the sale will be increased by the
premium originally received. The writing of covered call options may be deemed
to involve the pledge of the securities against which the option is being
written. Securities against which call options are written will be segregated on
the books of the custodian for the Portfolio.

The Portfolio may purchase call and put options on the S&P 500 Index. The
Portfolio would normally purchase a call option in anticipation of an increase
in the market value of the S&P 500 Index. The purchase of a call option would
entitle the Portfolio, in exchange for the premium paid, to purchase the
underlying securities at a specified price during the option period. The
Portfolio would ordinarily have a gain if the value of the securities increased
above the exercise price sufficiently to cover the premium and transaction costs
and would have a loss if the value of the securities remained at or below the
exercise price during the option period.

The Portfolio would normally purchase put options in anticipation of a decline
in the market value of the S&P 500 Index ("protective puts"). The purchase of a
put option would entitle the Portfolio, in exchange for the premium paid, to
sell the underlying securities at a specified price during the option period.
The purchase of protective puts is designed merely to offset or hedge against a
decline in the market value of the S&P 500 Index. The Portfolio would ordinarily
recognize a gain if the value of the S&P 500 Index decreased below the exercise
price sufficiently to cover the premium and transaction costs and would
recognize a loss if the value of the S&P 500 Index remained at or above the
exercise price. Gains and losses on the purchase of protective put options would
tend to be offset by countervailing changes in the value of the S&P 500 Index.

The Portfolio has adopted certain other nonfundamental policies concerning index
option transactions which are discussed above. The Portfolio's activities in
index options may also be restricted by the requirements of the Internal Revenue
Code of 1986, as amended (the "Code"), for qualification as a regulated
investment company.

The hours of trading for options on the S&P 500 Index may not conform to the
hours during which the underlying securities are traded. To the extent that the
option markets close before the markets for the underlying securities,
significant price and rate movements can take place in the underlying securities
markets that cannot be reflected in the option markets. It is impossible to
predict the volume of trading that may exist in such options, and there can be
no assurance that viable exchange markets will develop or continue.

Because options on securities indices require settlement in cash, the Advisor
may be forced to liquidate portfolio securities to meet settlement obligations.


Portfolio Holdings Information


Because the Fund invests substantially all of its assets in the Portfolio,
references below to portfolio holdings of the Fund include portfolio holdings of
the Portfolio.

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


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


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


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


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

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

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

                      MANAGEMENT OF THE FUND AND PORTFOLIO


Investment Advisor for the Fund and Portfolio

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

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


The Board and the shareholders approved amended and restated investment
management agreements (each an "Investment Management Agreement") between each
of the Trust and the Portfolio, as the case may be, and DIMA for the Fund and
the Portfolio, respectively. Pursuant to the Investment Management Agreements,
DIMA provides continuing investment management of the assets of the Fund and the
Portfolio. In addition to the investment management of the assets of the
Fund/Portfolio, DIMA determines the investments to be made for the
Portfolio/Fund, including what portion of its assets remain uninvested in cash
or cash equivalents, and with whom the orders for investments are placed,
consistent with the Portfolio's/Fund's policies as adopted by the
Portfolio's/Fund's Board of Trustees. The Advisor also monitors, to the extent
not monitored by the Portfolio's/Fund's Administrator or other agent, the
Portfolio's/Fund's compliance with its investment and tax guidelines and other
compliance policies.

For all services provided under the Investment Management Agreements, the Fund
and the Portfolio, as the case may be, pay DIMA a fee, accrued daily and paid
monthly, equal to, on an annual basis, 0.05% of average daily net assets of the
Equity 500 Index Portfolio. The Fund pays its pro rata portion of this fee
indirectly. The Advisor receives no fee from the Fund for monitoring the Fund's
investment in the Portfolio. In the event the Board of Trustees determines it is
in the best interests of the Fund to withdraw its investment in the Portfolio,
the Advisor may become responsible for directly managing the assets of the Fund.
In such event, the Fund would pay the Advisor an annual fee of 0.15% of the
Fund's average daily net assets, accrued daily and paid monthly.

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

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

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

The Investment Management Agreement allows the Advisor to delegate any of its
duties under the Agreement to a sub-advisor, subject to a majority vote of the
Board of Trustees, including a majority of the Board of Trustees who are not
interested persons of the Fund/Portfolio, and if required by applicable law,
subject to a majority vote of the Fund's shareholders.

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


The Investment Management Agreement continues in effect from year to year only
if its continuance is approved annually by the vote of a majority of those
Trustees who are not parties to such Investment Management Agreement or
interested persons of the Advisor or the Trust or the Portfolio ("Independent
Trustees" or "Non-interested Trustees"), cast in person at a meeting called for
the purpose of voting on such approval, and either by a vote of the
Trust's/Portfolio's Trustees or of a majority of the outstanding voting
securities of the Fund/Portfolio.

The Fund's Prospectuses contain disclosure as to the amount of the Advisor's
investment advisory and the Administrator's administration and services fees,
including waivers thereof. The Advisor and the Administrator may not recoup any
of their waived investment advisory or administration and services fees.


Affiliates of the Advisor may have deposit, loan and other commercial banking
relationships with the issuers of obligations which may be purchased on behalf
of the Fund/Portfolio, including outstanding loans to such issuers which could
be repaid in whole or in part with the proceeds of securities so purchased. Such
affiliates deal, trade and invest for their own accounts in such obligations and
are among the leading dealers in various types of such obligations. The Advisor
has informed the Fund/Portfolio that, in making its investment decisions, it
does not obtain or use material inside information in its possession or in the
possession of any of its affiliates. In making investment recommendations for
the Fund/Portfolio, the Advisor will not inquire or take into consideration
whether an issuer of securities proposed for purchase or sale by the
Fund/Portfolio is a customer of the Advisor, its parent or its subsidiaries or
affiliates and, in dealing with its customers, the Advisor, its parent,
subsidiaries and affiliates will not inquire or take into consideration whether
securities of such customers are held by any fund managed by the Advisor or any
such affiliate.

The Advisor, subject to the supervision and direction of the Board of Trustees
of the Trust, manages the Fund/Portfolio in accordance with the
Fund's/Portfolio's investment objective and stated investment policies, makes
investment decisions for the Fund/Portfolio, places orders to purchase and sell
securities and other financial instruments on behalf of the Fund/Portfolio and
employs professional investment managers and securities analysts who provide
research services to the Fund/Portfolio. The Advisor may utilize the expertise
of any of its worldwide subsidiaries and affiliates to assist it in its role as
investment advisor. All orders for investment transactions on behalf of the
Fund/Portfolio are placed by the Advisor with brokers, dealers and other
financial intermediaries that it selects, including those affiliated with the
Advisor. An Advisor affiliate will be used in connection with a purchase or sale
of an investment for the Fund/Portfolio only if the Advisor believes that the
affiliate's charge for transaction does not exceed usual and customary levels.
The Fund/Portfolio will not invest in obligations for which the Advisor or any
of its affiliates is the ultimate obligor or accepting bank. The Fund/Portfolio
may, however, invest in the obligations of correspondents or customers of the
Advisor. The Advisor has delegated many of these responsibilities to the
sub-advisor.

The Advisor provides investment counsel for many individuals and institutions,
including insurance companies, industrial corporations, and financial and
banking organizations, as well as providing investment advice to open- and
closed-end SEC registered funds.


For the years ended December 31, 2008, 2007 and 2006, the Advisor maintained the
annualized expenses of the Portfolio at not more than 0.05% of the Portfolio's
average daily net assets. The amount of the waiver and whether the Advisor
waives its fees may vary at any time without notice to shareholders.
Accordingly, for the year ended December 31, 2008, the Advisor waived a portion
of its investment management fee pursuant to the Investment Management Agreement
of $1,317,097 and charged $159,795, which was equivalent to an annual effective
rate of 0.01% of the Portfolio's average daily net assets. For the year ended
December 31, 2007, the Advisor waived a portion of its investment management fee
pursuant to the Investment Management Agreement of $1,413,177 and charged
$388,250, which was equivalent to an annual effective rate of 0.01% of the
Portfolio's average daily net assets. For the year ended December 31, 2006, the
Advisor waived a portion of its advisory fee pursuant to the Investment
Management Agreement aggregating $1,015,449 and the amount charged aggregated
$671,266, which was equivalent to an annual effective rate of 0.02% of the
Portfolio's average daily net assets.

Through September 30, 2009, the Advisor has contractually agreed to waive all or
a portion of its fees and reimburse or pay certain operating expenses of the
Fund, including expenses allocated from the Portfolio, to the extent necessary
to maintain the Fund's total operating expenses at 0.37% for Class S shares,
excluding certain expenses such as extraordinary expenses, taxes, brokerage and
interest.

From October 1, 2009 to April 30, 2010, the Advisor has contractually agreed to
waive all or a portion of its fees and reimburse or pay certain operating
expenses of the Fund, including expenses allocated from the Portfolio, to the
extent necessary to maintain the Fund's total operating expenses at a ratio no
higher than 0.52% for Class S shares, excluding certain expenses such as
extraordinary expenses, taxes, brokerage and interest.

From time to time, Deutsche Bank or an affiliate (collectively, "DB") may at its
sole discretion invest its own assets in shares of the Fund ("proprietary
investment") for such purposes it deems appropriate, including investments
designed to assist in the management of the Fund's portfolio. Any proprietary
investment may be hedged and, in that event, the return on the proprietary
investment, net of the effect of the hedge, would be expected to differ from the
return of the Fund. DB has no obligation to make any proprietary investments and
the amount of any proprietary investment this is made may or may not be
significant in comparison to the level of assets of the Fund. In the event that
a proprietary investment is made, except as otherwise required under the
Investment Company Act of 1940, DB would be permitted to redeem the investment
at such time that it deems appropriate.


In addition, the Board and shareholders approved a subadvisor approval policy
for the Fund/Portfolio (the "Subadvisor Approval Policy"). The Subadvisor
Approval Policy permits the Advisor, subject to the approval of the Board,
including a majority of its Independent Board Members, to appoint and replace
subadvisors and to amend sub-advisory contracts without obtaining shareholder
approval. Under the Subadvisor Approval Policy, the Board, including its
Independent Board Members, will continue to evaluate and approve all new
sub-advisory contracts between the Advisor and any subadvisor, as well as all
changes to any existing sub-advisory contract. The Fund/Portfolio cannot
implement the Subadvisor Approval Policy without the SEC either adopting
revisions to certain existing rules (as it proposed to do in October 2003) or
granting the Fund/Portfolio exemptive relief from such existing rules. In the
event that the Fund/Portfolio received exemptive relief or the SEC adopted
revisions to its current rules, the Fund/Portfolio and the Advisor would be
subject to certain conditions imposed by the SEC (and certain conditions that
may be imposed in the future within either exemptive relief or a rule) to ensure
that the interests of the Fund/Portfolio and its shareholders are adequately
protected whenever the Advisor acts under the Subadvisor Approval Policy,
including any shareholder notice requirements.

The Advisor may enter into arrangements with affiliates and third-party service
providers to perform various administrative, back-office and other services
relating to client accounts. Such service providers may be located in the US or
in non-US jurisdictions.


Subadvisor

Northern Trust Investments, N.A. ("NTI" or the "Subadvisor"), located at 50
South LaSalle Street, Chicago, IL 60603, serves as subadvisor to the Fund and
the Portfolio. NTI is an investment adviser registered under the Investment
Advisers Act of 1940, as amended. It primarily manages assets for defined
contribution and benefit plans, investment companies and other institutional
investors. NTI is a subsidiary of The Northern Trust Company ("TNTC"). TNTC is
an Illinois state chartered banking organization and a member of the Federal
Reserve System. Formed in 1889, TNTC administers and manages assets for
individuals, personal trusts, defined contribution and benefit plans and other
institutional and corporate clients. TNTC is the principal subsidiary of
Northern Trust Corporation, a company that is regulated by the Board of
Governors of the Federal Reserve System as a financial holding company under the
U.S. Bank Holding Company Act of 1956, as amended. Northern Trust Corporation,
through its subsidiaries, has for more than 100 years managed the assets of
individuals, charitable organizations, foundations and large corporate
investors. As of December 31, 2008, it had assets under custody of $3.0
trillion, and assets under investment management of $558.8 billion.


NTI serves as investment subadvisor pursuant to the terms of a subadvisory
agreement (the "Subadvisory Agreement") between it and the Advisor. NTI manages
the investment and reinvestment of the Portfolio's assets. NTI will provide such
investment advice, research and assistance as DIMA may, from time to time,
reasonably request. NTI has served as Subadvisor for the Portfolio since April
25, 2003.

DIMA pays NTI for its services Subadvisory fees, payable monthly, as a
percentage of average daily net assets as shown below:

     Average Daily Net Assets                DWS S&P 500 Index Fund Fee Rates
     ------------------------                --------------------------------

     $0 - $2 billion                                      0.015%
     $2 billion - $4 billion                              0.010%
     Over $4 billion                                      0.005%


For the year ended December 31, 2008, NTI aggregated subadvisory fees of
$62,000. For the years ended December 31, 2007 and 2006, the Advisor paid
sub-advisory fees to NTI of $397,362 and $213,007, respectively.


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


Compensation of Portfolio Managers

As of March 31, 2008, the compensation for the index portfolio managers is based
on the competitive marketplace and consists of a fixed base salary plus a
variable annual cash incentive award. In addition, non-cash incentives, such as
stock options or restricted stock of Northern Trust Corporation, may be awarded
from time to time. The annual incentive award is discretionary and is based on a
quantitative and qualitative evaluation of each portfolio manager's investment
performance and contribution to his or her respective team plus the financial
performance of the investment business unit and Northern Trust Corporation as a
whole. The annual incentive award is not based on performance of the Funds or
the amount of assets held in the Funds. Moreover, no material differences exist
between the compensation structure for mutual fund accounts and other types of
accounts.

Portfolio Ownership of Portfolio Managers

The following table shows the dollar range of shares owned beneficially and of
record by each of the Portfolios' Portfolio Manager, including investments by
his immediate family members sharing the same household and amounts invested
through retirement and deferred compensation plans. This information is provided
as of the Portfolios' most recent fiscal year end.

                                                       Dollar Range of
Name of Portfolio Manager                             Fund Shares Owned
-------------------------                             -----------------

Brent Reeder                                                 $0

Conflicts of Interest

In addition to managing the assets of the Fund, the Fund's portfolio manager may
have responsibility for managing other client accounts of the Advisor or its
affiliates. The tables below show, for the portfolio manager, the number and
asset size of (1) SEC registered investment companies (or series thereof) other
than the Fund, (2) pooled investment vehicles that are not registered investment
companies and (3) other accounts (e.g., accounts managed for individuals or
organizations) managed by the portfolio manager. Total assets attributed to the
portfolio managers in the tables below include total assets of each account
managed by them, although the managers may only manage a portion of such
account's assets. The tables also show the number of performance based fee
accounts, as well as the total assets of the accounts for which the advisory fee
is based on the performance of the account. This information is provided as of
the Fund's most recent fiscal year end.

Other SEC Registered Investment Companies Managed:

<TABLE>
<CAPTION>
                                                                                 Number of
                                       Number of        Total Assets of         Investment          Total Assets of
                                      Registered          Registered         Company Accounts        Performance-
                                      Investment          Investment         with Performance-         Based Fee
Name of Portfolio Manager              Companies           Companies             Based Fee             Accounts
-------------------------              ---------           ---------             ---------             --------

<S>                                       <C>           <C>                          <C>                  <C>
Brent Reeder                              19            $9,364,153,072               0                    $0

Other Pooled Investment Vehicles Managed:

                                                                              Number of Pooled
                                                                                 Investment
                                      Number of                               Vehicle Accounts      Total Assets of
                                       Pooled          Total Assets of              with             Performance-
                                     Investment       Pooled Investment         Performance-           Based Fee
Name of Portfolio Manager             Vehicles             Vehicles              Based Fee             Accounts
-------------------------             --------             --------              ---------             --------

Brent Reeder                             34            $45,432,490,514               0                    $0

Other Accounts Managed:

                                                                                 Number of
                                                                               Other Accounts       Total Assets of
                                      Number of                                     with             Performance-
                                        Other          Total Assets of          Performance-           Based Fee
Name of Portfolio Manager             Accounts          Other Accounts           Based Fee             Accounts
-------------------------             --------          --------------           ---------             --------

Brent Reeder                             71            $34,169,252,600               0                    $0

Conflicts of Interest
</TABLE>

NTI's portfolio managers are often responsible for managing one or more
portfolio, as well as other accounts, including separate accounts and other
pooled investment vehicles. A portfolio manager may manage a separate account or
other pooled investment vehicle that may have a materially higher or lower fee
arrangement. The side-by-side management of these accounts may raise potential
conflicts of interest relating to cross trading, the allocation of investment
opportunities and the aggregation and allocation of trades. In addition, while
portfolio managers generally only manage accounts with similar investment
strategies, it is possible that due to varying investment restrictions among
accounts that certain investments are made for some accounts and not others or
conflicting investment positions are taken among accounts. The portfolio
managers have a fiduciary responsibility to manage all client accounts in a fair
and equitable manner. NTI seeks to provide best execution of all securities
transactions and aggregate and then allocate securities to client accounts in a
fair and timely manner. To this end, NTI has developed policies and procedures
designed to mitigate and manage the potential conflicts of interest that may
arise from side-by-side management. In addition, NTI has adopted policies
limiting the circumstances under which cross-trades may be effected. NTI
conducts periodic reviews of trades for consistency with these policies.



Codes of Ethics

The Board of Trustees of the Trust and Portfolio has adopted a Code of Ethics
pursuant to Rule 17j-1 under the 1940 Act. The Code of Ethics permits access
persons of the Fund to invest in securities for their own accounts, but requires
compliance with the Code's pre-clearance requirements, subject to certain
exceptions. In addition, the Code provides for trading blackout periods that
prohibit trading by personnel within periods of trading by the Portfolio/Fund in
the same security. The Trusts' Code of Ethics prohibits short term trading
profits, prohibits personal investment in initial public offerings and requires
prior approval with respect to purchases of securities in private placements.


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


NTI has adopted a code of ethics (the "NTI Code of Ethics") under Rule 17j-1 of
the 1940 Act. The NTI Code of Ethics permits investment and advisory personnel,
subject to the NTI Code of Ethics and its pre-clearance, reporting and other
provisions, to invest in securities, including securities that may be purchased
or held by the Fund. The NTI Code of Ethics contains several provisions to
address potential conflicts of interest between investment and advisory
personnel and the Fund, including a prohibition on investment in initial public
offerings and trading "blackout" periods, within which trading in a security is
prohibited during prescribed times.

                             FUND SERVICE PROVIDERS


Administrator for the Fund and Portfolio


Each of the Fund and Portfolio has entered into administrative services
agreements with DIMA (or the "Administrator") (each an "Administrative Services
Agreement"), pursuant to which the Administrator provides administrative
services to the Fund/Portfolio including, among others, providing the
Fund/Portfolio with personnel, preparing and making required filings on behalf
of the Fund/Portfolio, maintaining books and records for the Fund/Portfolio, and
monitoring the valuation of Fund/Portfolio securities. For all services provided
under the Administrative Services Agreement, the Fund pays the Administrator a
fee, computed daily and paid monthly, equal on an annual basis to 0.10% of the
Fund's average daily net assets. For all services provided under the
Administrative Services Agreement, the Portfolio pays the Advisor a fee,
computed daily and paid monthly, equal on an annual basis to 0.03% of the
Portfolio's average daily net assets.

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


For the year ended December 31, 2008, the Administrator received an
administration fee, from the Fund, of $579,400, of which $34,965 was unpaid as
of December 31, 2008. For the year ended December 31, 2007, the Administrator
received a fee, from the Fund, of $745,797. For the period from July 1, 2006
through December 31, 2006, the Administrator's fee from the Fund amounted to
$357,809. For the period from January 1, 2006 to June 30, 2006, the
Administrative Services Fees charged to the Fund aggregated $356,429.

For the year ended December 31, 2008, the Administrator received an
administration fee, from the Portfolio, of $886,137, of which $53,414 was unpaid
as of December 31, 2008. For the year ended December 31, 2007, the Administrator
received a fee, from the Portfolio, of $1,084,763. For the period June 1, 2006
through December 31, 2006, DAMI received an administration fee of $593,827 from
the Portfolio. Prior to June 1, 2006, Investment Company Capital Corporation
("ICCC") was the Administrator for the Portfolio and did not receive a fee from
the Portfolio.

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


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


Distributor

The Trust, on behalf of the Fund, has an underwriting agreement with DWS
Investments Distributors, Inc., 222 South Riverside Plaza, Chicago, Illinois
60606 (the "Distributor" or "DIDI"), a Massachusetts corporation, which is a
subsidiary of the Advisor, a Delaware corporation. The Trust's underwriting
agreement will remain in effect from year to year only if its continuance is
approved annually by a majority of the members of the Board of Trustees who are
not parties to such agreement or interested persons of any such party and either
by vote of a majority of the Board of Trustees or a majority of the outstanding
voting securities of the Fund.


Under the underwriting agreement, the Fund is responsible for: the payment of
all fees and expenses in connection with the preparation and filing with the SEC
of its registration statement and prospectus and any amendments and supplements
thereto; the registration and qualification of shares for sale in the various
states, including registering the Fund as a broker or dealer in various states,
as required; the fees and expenses of preparing, printing and mailing
prospectuses annually to existing shareholders (see below for expenses relating
to prospectuses paid by the Distributor); notices, proxy statements, reports or
other communications to shareholders of the Fund; the cost of printing and
mailing confirmations of purchases of shares and any prospectuses accompanying
such confirmations; any issuance taxes and/or any initial transfer taxes; a
portion of shareholder toll-free telephone charges and expenses of shareholder
service representatives; the cost of wiring funds for share purchases and
redemptions (unless paid by the shareholder who initiates the transaction); the
cost of printing and postage of business reply envelopes; and a portion of the
cost of computer terminals used by both the Fund and the Distributor.

The Distributor will pay for printing and distributing prospectuses or reports
prepared for its use in connection with the offering of the Fund's shares to the
public and preparing, printing and mailing any other literature or advertising
in connection with the offering of shares of the Fund to the public. The
Distributor will pay all fees and expenses in connection with its qualification
and registration as a broker or dealer under federal and state laws, a portion
of the cost of toll-free telephone service and expenses of shareholder service
representatives, a portion of the cost of computer terminals, and expenses of
any activity which is primarily intended to result in the sale of shares issued
by the Fund, unless a Rule 12b-1 Plan is in effect which provides that the Fund
shall bear some or all of such expenses.

Although the Fund does not currently have a 12b-1 Plan, and the Trustees have no
current intention of adopting one, the Fund will also pay those fees and
expenses permitted to be paid or assumed by the Trust pursuant to a 12b-1 Plan,
if any, adopted by the Trust, notwithstanding any other provision to the
contrary in the underwriting agreement.

The Distributor currently offers shares of the Fund on a continuous basis to
investors in all states in which shares of the Fund may from time to time be
registered or where permitted by applicable law. The underwriting agreement
provides that the Distributor accepts orders for shares at net asset value
because no sales commission or load is charged to the investor. The Distributor
has made no firm commitment to acquire shares of the Fund.


Independent Registered Public Accounting Firm


The financial highlights of DWS S&P 500 Index Fund included in the Fund's
prospectus and the Financial Statements incorporated by reference in this SAI
have been incorporated by reference in reliance on the report of
PricewaterhouseCoopers LLP, independent registered public accounting firm, 125
High Street, Boston, MA 02110, given on the authority of said firm as experts in
auditing and accounting. PricewaterhouseCoopers LLP audits the financial
statements of the Fund and provides other audit, tax and related services.
Shareholders will receive annual audited financial statements and semi-annual
unaudited financial statements.


Legal Counsel

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




Custodian, Transfer Agent and Shareholder Service Agent

State Street Bank and Trust Company, 225 Franklin Street, Boston, MA serves as
custodian to the Fund and the Portfolio.


DWS Investments Service Company ("DISC", "Transfer Agent" or "Shareholder
Service Agent"), 210 W. 10th Street, Kansas City, Missouri 64105-1614, an
affiliate of the Advisor, is the Portfolio's and the Fund's transfer agent,
dividend-paying agent and shareholder service agent.

Pursuant to a sub-transfer agency agreement between DISC and DST Systems, Inc.
("DST"), DISC has delegated certain transfer agent, dividend paying agent and
shareholder servicing agent functions to DST. The costs and expenses of such
delegation are borne by DISC, not by the Fund.


The Fund or the Advisor (including any affiliate of the Advisor), or both, may
pay unaffiliated third parties for providing recordkeeping and other
administrative services with respect to accounts of participants in retirement
plans or other beneficial owners of Fund shares whose interests are generally
held in an omnibus account. DWS Trust Company ("DWSTC"), an affiliate of the
Advisor, provides recordkeeping and other services in connection with certain
retirement and employee benefit plans invested in the Fund.


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


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

Regulatory Matters and Legal Proceedings


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


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

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

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

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


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




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

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

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


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

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

                             PORTFOLIO TRANSACTIONS

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

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

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

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

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

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

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

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

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

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

Investment decisions for each Fund and for other investment accounts managed by
the Advisor are made independently of each other in light of differing
conditions. However, the same investment decision may be made for two or more of
such accounts. In such cases, simultaneous transactions are inevitable. To the
extent permitted by law, the Advisor may aggregate the securities to be sold or
purchased for a 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.

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

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

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


For the fiscal years ended December 31, 2008, 2007 and 2006, the Portfolio paid
aggregate brokerage commissions of $91,501, $139,179 and $133,547, respectively.
For the years ended December 31, 2008, 2007 and 2006, the Portfolio did not pay
brokerage commissions to an affiliate.

The Portfolio is required to identify any securities of its "regular brokers or
dealers" (as such term is defined in the 1940 Act) that the Portfolio has
acquired during the most recent fiscal year. As of December 31, 2008, the
Portfolio held the following securities of its regular brokers or dealers.

<TABLE>
<CAPTION>
                                                                             Value of Securities Owned as
Name of Regular Broker or Dealer or Parent (Issuer)                               of December 31, 2008
---------------------------------------------------                               --------------------

<S>                                                                                       <C>
E*Trade Financial Corp.                                                                   $125,000
American Capital Ltd.                                                                     $153,000
MBIA, Inc.                                                                                $214,000
CB Richard Ellis Group, Inc.                                                              $215,000
Janus Capital Group Inc.                                                                  $331,000
Federated Investors, Inc.                                                                 $385,000
First Horizon National Corp.                                                              $429,000
Huntington Bancshares, Inc.                                                               $727,000
Legg Mason, Inc.                                                                          $760,000
Comerica Inc.                                                                             $803,000
Marshall & Ilsley Corp.                                                                   $844,000
Torchmark Corp.                                                                         $1,109,000
Dun & Bradstreet Corp. Del                                                              $1,127,000
American International Group, Inc.                                                      $1,150,000
Fifth Third Bancorp.                                                                    $1,187,000
Lincoln National Corp.                                                                  $1,331,000
Ameriprise Financial, Inc.                                                              $1,434,000
Regions Financial Corp.                                                                 $1,462,000
Invesco Ltd.                                                                            $1,529,000
Principal Financial Group Inc.                                                          $1,556,000
People's United Financial, Inc.                                                         $1,687,000
H&R Block, Inc.                                                                         $1,913,000
T. Rowe Price Group, Inc.                                                               $2,451,000
Franklin Resources, Inc.                                                                $2,664,000
Suntrust Banks, Inc.                                                                    $3,013,000
Northern Trust Corp.                                                                    $3,160,000
Wachovia Corp.                                                                          $3,352,000
Prudential Financial Inc.                                                               $3,496,000
BB&T Corp.                                                                              $4,191,000
Charles Schwab Corp.                                                                    $4,276,000
PNC Financial Services Group, Inc.                                                      $4,437,000
State Street Corp.                                                                      $4,587,000
Morgan Stanley                                                                          $4,781,000
Merrill Lynch & Co., Inc.                                                               $4,985,000
Bank of New York Mellon Corp.                                                           $8,978,000
Citigroup, Inc.                                                                        $10,050,000
The Goldman Sachs Group, Inc.                                                          $10,310,000
US Bancorp                                                                             $12,123,000
Bank of America Corp.                                                                  $19,340,000
Wells Fargo & Co.                                                                      $30,628,000
JPMorgan Chase & Co.                                                                   $32,203,000

</TABLE>



Portfolio Turnover

Portfolio turnover rate is defined by the SEC as the ratio of the lesser of
sales or purchases of investment portfolio securities to the monthly average
value of such securities owned during the year, excluding all securities whose
remaining maturities at the time of acquisition were one year or less.

Higher levels of activity by the Fund result in higher transaction costs and may
also result in taxes on realized capital gains to be borne by the Fund's
shareholders. Purchases and sales are made whenever necessary, in the
Subadvisor's discretion, to meet the Fund's objective.


Portfolio turnover rates for the two most recent years are as follows: 6% and 5%
for the years ended December 31, 2008 and 2007, respectively.


                                             PURCHASE AND REDEMPTION OF SHARES

General Information

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

A distribution will be reinvested in shares of the same Fund and class if the
distribution check is returned as undeliverable.


Orders will be confirmed at a price based on the net asset value of the Fund
next determined after receipt in good order by DIDI of the order accompanied by
payment. Orders received by dealers or other financial services firms prior to
the determination of net asset value and received in good order by DIDI prior to
the determination of net asset value will be confirmed at a price based on the
net asset value next determined after receipt by DIDI.


Certificates. Share certificates will not be issued. Share certificates now in a
shareholder's possession may be sent to the Transfer Agent for cancellation and
book-entry credit to such shareholder's account. Certain telephone and other
procedures require book-entry holdings. Shareholders with outstanding
certificates bear the risk of loss.


Additional Minimum Balance Policies. For fiduciary accounts such as IRAs, and
custodial accounts such as Uniform Gifts to Minor Act and Uniform Transfers to
Minor Act accounts, the minimum balance is $1,000 for Class S. A shareholder may
open an account with at least $1,000, if an automatic investment plan (AIP) of
$50/month is established. DWS Investments group retirement plans and certain
other accounts have similar or lower minimum share balance requirements.


Shareholders with a combined household account balance in any of the DWS Funds
of $100,000 or more, as well as group retirement and certain other accounts,
will not be subject to an automatic redemption.

Fiduciary (e.g., IRA or Roth IRA) and custodial accounts (e.g., UGMA or UTMA)
with balances below $1,000 are subject to automatic redemption following 60
days' written notice to applicable shareholders.


Use of Financial Services Firms. Investment dealers and other firms provide
varying arrangements for their clients to purchase and redeem the Fund's shares,
including higher minimum investments, and may assess transaction or other fees.
Firms may arrange with their clients for other investment or administrative
services. Such firms may independently establish and charge additional amounts
to their clients for such services. Firms also may hold the Fund's shares in
nominee or street name as agent for and on behalf of their customers. In such
instances, the Transfer Agent will have no information with respect to or
control over the accounts of specific shareholders. Such shareholders may obtain
access to their accounts and information about their accounts only from their
firm. Certain of these firms may receive compensation from the Fund through the
Shareholder Service Agent for record-keeping and other expenses relating to
these nominee accounts. In addition, certain privileges with respect to the
purchase and redemption of shares or the reinvestment of dividends may not be
available through such firms. Some firms may participate in a program allowing
them access to their clients' accounts for servicing including, without
limitation, transfers of registration and dividend payee changes; and may
perform functions such as generation of confirmation statements and disbursement
of cash dividends. Such firms, including affiliates of DIDI, may receive
compensation from the Fund through the Shareholder Service Agent for these
services.


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


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

o        The Fund's consistency with DWS Investments' branding and long-term
         strategy;
o        The Fund's competitive performance;
o        The Fund's Morningstar rating;
o        The length of time the Fund's Portfolio Managers have managed the
         Fund/Strategy;
o        Market size for the fund category;
o        The Fund's size, including sales and redemptions of the Fund's shares.

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

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

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



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


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



Dividend Payment Option. Investors may have dividends and distributions
automatically deposited to their predesignated bank account through DWS
Investments' Dividend Payment Option request form. Shareholders whose
predesignated checking account of record is with a member bank of Automated
Clearing House Network (ACH) can have income and capital gain distributions
automatically deposited to their personal bank account usually within three
business days after a Fund pays its distribution. A Dividend Payment Option
request form can be obtained by visiting our Web site at:
www.dws-investments.com or calling (800) 728-3337. Confirmation Statements will
be mailed to shareholders as notification that distributions have been
deposited.

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


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

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

o        Prototype money purchase pension and profit-sharing plans may be
         adopted by employers.

Brochures describing these plans as well as model defined benefit plans, target
benefit plans, 457 plans, 401(k) plans, SIMPLE 401(k) plans and materials for
establishing them are available from the Shareholder Service Agent upon request.
Additional fees and transaction policies and procedures may apply to such plans.
Investors should consult with their own tax advisors before establishing a
retirement plan.

Purchases

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

To help the government fight the funding of terrorism and money laundering
activities, federal law requires all financial institutions to obtain, verify
and record information that identifies each person who opened an account. For
more information, please see "Policies You Should Know About" in the Fund's
prospectuses.

The Fund may waive the minimum for purchases by its trustees, officers or
employees of the Fund or the Manager and its affiliates.

Class S shares of the Fund will generally not be available to new investors.

Eligible Class S Investors


A.        The following investors may purchase Class S shares of DWS Funds
          either (i) directly from DWS Investments Distributors, Inc. ("DIDI"),
          the Fund's principal underwriter; or (ii) through an intermediary
          relationship with a financial services firm established with respect
          to the DWS Funds as of December 31, 2004.


          1.      Existing shareholders of Class S shares of any DWS Fund as of
                  December 31, 2004, and household members residing at the same
                  address.

          2.      Shareholders of Class S of any DWS Fund who became Class S
                  shareholders in connection with the consolidation of Class
                  AARP and Class S on July 17, 2006 and household members
                  residing at the same address.

          3.      Shareholders who have owned Class S shares continuously since
                  December 31, 2004 and household members residing at the same
                  address may open new accounts for Class S shares of any DWS
                  Fund.

          4.      Any participant who has owned Class S shares of any DWS Fund
                  through an employee sponsored retirement, employee stock,
                  bonus, pension or profit sharing plan continuously since
                  December 31, 2004 may open a new individual account for Class
                  S shares of any DWS Fund.

          5.      Any participant who owns Class S shares of any DWS Fund
                  through a retirement, employee stock, bonus, pension or profit
                  sharing plan may complete a direct rollover to an IRA account
                  that will hold Class S shares. This applies to individuals who
                  begin their retirement plan investments with a DWS Fund at any
                  time, including after December 31, 2004.

          6.      Officers, Fund Trustees and Directors, and full-time employees
                  and their family members, of the Advisor and its affiliates.


          7.      Class S shares are available to any accounts managed by the
                  Advisor, any advisory products offered by the Advisor or DIDI
                  and to DWS Allocation Series or other fund of funds managed by
                  the Advisor or its affiliates.


          8.      Shareholders of Class S of DWS Emerging Markets Equity Fund
                  who became shareholders of the fund in connection with the
                  fund's acquisition of Scudder New Asia Fund, Inc. on April 17,
                  2006.

          9.      Shareholders of Class S of any DWS Fund who became Class S
                  shareholders in connection with the consolidation of Class M
                  and Class S on August 18, 2006 and household members residing
                  at the same address.

          10.     Shareholders of Class S of any DWS Fund who became Class S
                  shareholders in connection with the renaming or conversion of
                  Investment Class to Class S on October 23, 2006.

B. The following additional investors may purchase Class S shares of DWS Funds.

          1.      Broker-dealers, banks and registered investment advisors
                  ("RIAs") may purchase Class S shares in connection with a
                  comprehensive or "wrap" fee program or other fee based
                  program.

          2.      Any group retirement, employee stock, bonus, pension or
                  profit-sharing plans.

          3.      Persons who purchase shares as part of an investment only
                  placement in a 529 College Savings Plan.

          4.      Persons who purchase shares through a Health Savings Account
                  or a Voluntary Employees' Benefit Association ("VEBA") Trust.


DIDI may, at its discretion, require appropriate documentation that shows an
investor is eligible to purchase Class S shares.


Clients having a regular investment counsel account with the Advisor or its
affiliates and members of their immediate families, officers and employees of
the Advisor or of any affiliated organization and members of their immediate
families, members of the NASD and banks may, if they prefer, subscribe initially
for at least $2,500 for Class S through DeAM Investor Services, Inc. by letter,
fax, or telephone.

Revenue Sharing


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

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

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

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

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

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

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

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

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

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

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

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




Automatic Investment Plan. A shareholder may purchase shares of the Fund through
an automatic investment plan. Investments are made automatically (minimum $500
and maximum $250,000 for initial investments and a minimum of $50 and maximum
$250,000 for subsequent investments) from the shareholder's account at a bank,
savings and loan or credit union into the shareholder's Fund account.
Termination by a shareholder will become effective within thirty days after the
Shareholder Service Agent has received the request. The Fund may immediately
terminate a shareholder's automatic investment plan in the event that any item
is unpaid by the shareholder's financial institution.



Minimum Subsequent Investment Policies. For current shareholders there is a $50
minimum investment requirement for subsequent investments in the fund. There is
no minimum subsequent investment requirement for investments on behalf of
participants in certain fee-based and wrap programs offered through financial
intermediaries approved by the Advisor.

Payroll Investment Plans. A shareholder may purchase shares through Payroll
Direct Deposit or Government Direct Deposit. Under these programs, all or a
portion of a shareholder's net pay or government check is invested each payment
period. A shareholder may terminate participation in these programs by giving
written notice to the shareholder's employer or government agency, as
appropriate. (A reasonable time to act is required.) The Fund is not responsible
for the efficiency of the employer or government agency making the payment or
any financial institutions transmitting payments.


Expedited Purchase Procedures for Existing Shareholders. Shareholders of other
DWS funds who have submitted an account application and have certified a tax
identification number, clients having a regular investment counsel account with
the Advisor or its affiliates and members of their immediate families, officers
and employees of the Advisor or of any affiliated organization and their
immediate families, members of FINRA, and banks may open an account by wire by
calling (800) 728-3337 for instructions. The investor must send a duly completed
and signed application to the Fund promptly. A subsequent purchase order may be
placed by established shareholders (except by DWS Investments Individual
Retirement Account (IRA), DWS Simplified Profit Sharing and Money Purchase
Pension Plans, DWS Investments 401(k) and DWS Investments 403(b) Plan holders),
members of FINRA, and banks.

It is our policy to offer purchase privileges to current or former directors or
trustees of the Deutsche or DWS Investments mutual funds, employees, their
spouses or life partners and children or step-children age 21 or younger of
Deutsche Bank or its affiliates or a subadvisor to any fund in the DWS family of
funds or a broker-dealer authorized to sell shares of the funds. Qualified
individuals will generally be allowed to purchase shares in the class with the
lowest expense ratio, usually the Institutional Class shares. If a fund does not
offer Institutional Class shares, these individuals will be allowed to buy Class
A shares at NAV. The Fund also reserves the right to waive the minimum account
balance requirement for employee and director accounts. Fees generally charged
to IRA accounts will be charged to accounts of employees and directors.


Redemptions


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


A request for repurchase (confirmed redemption) may be communicated by a
shareholder through a financial services firm to DIDI, which firms must promptly
submit orders to be effective.


Redemption requests must be unconditional. Redemption requests (and a stock
power for certificated shares) must be duly endorsed by the account holder. As
specified in the prospectus, signatures may need to be guaranteed by a
commercial bank, trust company, savings and loan association, federal savings
bank, member firm of a national securities exchange or other financial
institution permitted by SEC rule. Additional documentation may be required,
particularly from institutional and fiduciary account holders, such as
corporations, custodians (e.g., under the Uniform Transfers to Minors Act),
executors, administrators, trustees or guardians.

If the proceeds of the redemption are $100,000 or less and the proceeds are
payable to the shareholder of record at the address of record, normally a
telephone request or a written request by any one account holder without a
signature guarantee is sufficient for redemptions by individual or joint account
holders, and trust, executor and guardian account holders, provided the trustee,
executor or guardian is named in the account registration. Other institutional
account holders may exercise this special privilege of redeeming shares by
telephone request or written request without signature guarantee subject to the
same conditions as individual account holders, provided that this privilege has
been pre-authorized by the institutional account holder by written instruction
to the Shareholder Service Agent with signatures guaranteed. This privilege may
not be used to redeem shares held in certificated form and may not be used if
the shareholder's account has had an address change within 15 days of the
redemption request.

Wires. Delivery of the proceeds of a wire redemption of $250,000 or more may be
delayed by the Fund for up to seven days if the Fund or the Shareholder Service
Agent deems it appropriate under then-current market conditions. The ability to
send wires is limited by the business hours and holidays of the firms involved.
The Fund is not responsible for the efficiency of the federal wire system or the
account holder's financial services firm or bank. The account holder is
responsible for any charges imposed by the account holder's firm or bank. To
change the designated account to receive wire redemption proceeds, send a
written request to the Fund Shareholder Service Agent with signatures guaranteed
as described above or contact the firm through which Fund shares were purchased.

Automatic Withdrawal Plan. The owner of $5,000 or more of a class of the Fund's
shares at the offering price may provide for the payment from the owner's
account of any requested dollar amount to be paid to the owner or a designated
payee monthly, quarterly, semiannually or annually. The $5,000 minimum account
size is not applicable to IRAs. The minimum periodic payment is $50. Shares are
redeemed so that the payee should receive payment approximately on the first of
the month. Investors using this Plan must reinvest Fund distributions.

In-kind Redemptions. The Fund reserves the right to honor any request for
redemption or repurchase by making payment in whole or in part in readily
marketable securities. These securities will be chosen by the fund and valued as
they are for purposes of computing the fund's net asset value. A shareholder may
incur transaction expenses in converting these securities to cash.

Exchanges


Shareholders may request a taxable exchange of their shares for shares of the
corresponding class of certain other DWS funds without imposition of a sales
charge, subject to the provisions below. For purposes of calculating any CDSC,
amounts exchanged retain their original cost and purchase date.

Shareholders who exchange their shares out of a DWS money market fund (not
including shares acquired by dividend reinvestment or by exchange from Class A
shares of another DWS fund) into Class A shares of certain other DWS funds, will
generally be subject to the applicable sales charge.

Certain DWS funds may not be available to shareholders on an exchange. To learn
more about which DWS funds may be available on exchange, please contact your
financial services firm or visit our Web site at: www.dws-investments.com or
call (800) 728-3337.

Shareholders may obtain prospectus(es) of the DWS fund they are exchanging into
from dealers, other firms or DIDI.



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


                                    DIVIDENDS

The Fund generally intends to distribute to its shareholders substantially all
of its net earnings, which includes net investment income and net realized
short-term and long-term capital gain. However, if the Fund determines that it
is in the interest of its shareholders, the Fund may retain all or part of its
net realized long-term capital gains for reinvestment, after paying the related
federal income and excise taxes. In such a case, shareholders will generally be
treated as having received their share of such gains, but will then be able to
claim a credit against their federal income tax liability for the federal income
tax the Fund pays on such gain. If the Fund does not distribute the amount of
ordinary income or capital gain required to be distributed by an excise tax
provision of the Internal Revenue Code of 1986, as amended (the "Code"), the
Fund may be subject to that excise tax on the undistributed amounts. In certain
circumstances, the Fund may determine that it is in the interest of shareholders
to distribute less than the required amount. See "Taxes" below for more
information.


The Fund intends to distribute investment company taxable income, exclusive of
net short-term capital gains in excess of net long-term capital losses, in
March, June, September and December each year. Distributions of net capital
gains realized during each fiscal year will be made annually before the end of
the Fund's fiscal year on December 31. Additional distributions, including
distributions of net short-term capital gains in excess of net long-term capital
losses, may be made, if necessary.

Any dividends or capital gains distributions declared in October, November or
December with a record date in such a month and paid during the following
January will be treated by shareholders for federal income tax purposes as if
received on December 31 of the calendar year declared.

Dividends paid by the Fund with respect to each class of its shares will be
calculated in the same manner, at the same time and on the same day.

Income and capital gain dividends, if any, of the Fund will be credited to
shareholder accounts in full and fractional shares of the same class of the Fund
at net asset value on the reinvestment date, except that, upon written request
to the Shareholder Service Agent, a shareholder may select one of the following
options:

1.       To receive income and short-term capital gain distributions in cash and
         long-term capital gain distributions in shares of the same class at net
         asset value; or

2.       To receive income and capital gain distributions in cash.

Distributions will be reinvested in shares of the same class of the Fund unless
shareholders indicate in writing that they wish to receive them in cash or in
shares of other DWS Funds with multiple classes of shares as provided in the
prospectus. To use this privilege of investing dividends of the Fund in shares
of another DWS Fund, shareholders must maintain a minimum account value of
$1,000 in the Fund distributing the dividends. The Fund will reinvest dividend
checks (and future dividends) in shares of that same Fund and class if checks
are returned as undeliverable. Dividends and other distributions of the Fund in
the aggregate amount of $10 or less are automatically reinvested in shares of
the same Fund and class unless the shareholder requests in writing that a check
be issued for that particular distribution.



If a shareholder has elected to reinvest any dividends and/or other
distributions, such distributions will be made in shares of that Fund and
confirmations will be mailed to each shareholder. If a shareholder has chosen to
receive cash, a check will be sent. Distributions are taxable, whether made in
shares or cash.


Each distribution is accompanied by a brief explanation of the form and
character of the distribution. The characterization of distributions on such
correspondence may differ from the characterization for federal tax purposes. In
January of each year, the Fund issues to each shareholder a statement of the
federal income tax status of all distributions in the prior calendar year.


The Fund may at any time vary its foregoing distribution practices and,
therefore, reserves the right from time to time to either distribute or retain
for reinvestment such of its net investment income and its net short-term and
long-term capital gains as its Board determines appropriate under the then
current circumstances. In particular, and without limiting the foregoing, the
Fund may make additional distributions of net investment income or net
short-term capital gain net income in order to satisfy the minimum distribution
requirements applicable to regulated investment companies under the Code.


                                      TAXES


The following is intended to be a general summary of certain US federal income
tax consequences of investing in the Fund. It is not intended as a complete
discussion of all such consequences, it does not address foreign, state or local
taxes or the effect of possible change in the tax laws, nor does it deal with
all categories of investors. Investors are therefore advised to consult with
their tax advisors before making an investment in the Fund. This summary is
based on the Code, US Treasury Regulations, and other applicable authority, as
of the date of this SAI. These authorities are subject to change by legislative
or administrative action, possibly with retroactive effect.



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


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


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

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


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


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


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




If for any taxable year the Fund were not to qualify for the special federal
income tax treatment accorded regulated investment companies, all of its taxable
income would be subject to federal income tax at regular corporate rates
(without any deduction for distributions to its shareholders), and all
distributions from earnings and profits, including any distributions of net
tax-exempt income and net long-term capital gains, would be taxable to
shareholders as ordinary income. Such distributions may be eligible (i) to be
treated as qualified dividend income in the case of shareholders taxed as
individuals and (ii) for the dividends-received deduction in the case of
corporate shareholders. In addition, the Fund could be required to recognize
unrealized gains, pay substantial taxes and interest and make substantial
distributions before requalifying as a regulated investment company that is
accorded special federal income tax treatment.

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

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

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

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




Taxation of Fund Distributions. For federal income tax purposes, distributions
of net investment income are generally taxable to shareholders as ordinary
income. Taxes on distributions of capital gains are determined by how long the
Fund owned (or is deemed to have owned) the investments that generated them,
rather than how long a shareholder has owned his or her shares. In general, the
Fund will recognize long-term capital gain or loss on assets it has owned (or is
deemed to have owned) for more than one year, and short-term capital gain or
loss on investments it has owned (or is deemed to have owned) for one year or
less. Distributions of net capital gains from the sale of investments that the
Fund owned and that are properly designated by the Fund as capital gain
dividends ("Capital Gain Dividends") will be taxable to shareholders as
long-term capital gains.




Capital gains may be reduced if the Fund has capital loss carryforwards
available. Any capital loss carryforwards to which the Fund is entitled are
disclosed in the Fund's annual and semi-annual reports to shareholders.
Long-term capital gain rates applicable to individuals and other noncorporate
taxpayers have been temporarily reduced, to a maximum rate of 15% with lower
rates applying to taxpayers in the 10% and 15% rate brackets, for taxable years
beginning before January 1, 2011. Distributions derived from net short-term
capital gain (the excess of net short-term capital gain over net long-term
capital loss) fro the sale of investments that the Fund owned will be taxable as
ordinary income.

For taxable years beginning before January 1, 2011, distributions of net
investment income designated by the Fund as derived from "qualified dividend
income" will be taxed in the hands of individuals and other noncorporate
taxpayers at the rates applicable to long-term capital gain, provided certain
holding period and other requirements are met at both the shareholder and Fund
levels. In order for some portion of the dividends received by the Fund
shareholder to be "qualified dividend income," the Fund must meet holding period
and other requirements with respect to the dividend-paying stock in its
portfolio and the shareholder must meet holding period and other requirements
with respect to the Fund's shares. A dividend will not be treated as qualified
dividend income (at either the Fund or shareholder level) (i) if the dividend is
received with respect to any share of stock held for fewer than 61 days during
the 121-day period beginning on the date which is 60 days before the date on
which such share becomes ex-dividend with respect to such dividend (or, in the
case of certain preferred stock, 91 days during the 181-day period beginning 90
days before such date), (ii) to the extent that the recipient is under an
obligation (whether pursuant to a short sale or otherwise) to make related
payments with respect to positions in substantially similar or related property,
(iii) if the recipient elects to have the dividend income treated as investment
income for purposes of the limitation on deductibility of investment interest,
or (iv) if the dividend is received from a foreign corporation that is (a) not
eligible for the benefits of a comprehensive income tax treaty with the United
States (with the exception of dividends paid on stock of a foreign corporation
readily tradable on an established securities market in the United States) or
(b) treated as a passive foreign investment company.

If the aggregate qualified dividend income received by the Fund during any
taxable year is 95% or more of its gross income, then 100% of the Fund's
dividends (other than dividends properly designated as Capital Gain Dividends)
will be eligible to be treated as qualified dividend income. For this purpose,
the only gain included in the term "gross income" is the excess of net
short-term capital gain over net long-term capital loss.




Distributions are taxable whether shareholders receive them in cash or reinvest
them in additional shares through the reinvestment privilege. A shareholder
whose distributions are reinvested in shares will be treated as having received
a dividend equal to the fair market value of the new shares issued to the
shareholder.

If there are differences between the Fund's book income and the sum of its
taxable income (including capital gains) and net tax-exempt income (if any), the
Fund may be required to distribute amounts in excess of its book income or a
portion of Fund distributions may be treated as a return of capital to
shareholders. If the Fund's book income exceeds the sum of its taxable income
and net tax-exempt income (if any), the distribution (if any) of such excess
will be treated as (i) a dividend to the extent of the Fund's remaining earnings
and profits (including earnings and profits arising from tax-exempt income),
(ii) thereafter as a return of capital to the extent of the recipient's basis in
the shares, and (iii) thereafter as gain from the sale or exchange of a capital
asset. If the Fund's book income is less than its taxable income and tax-exempt
income (if any), the Fund could be required to make distributions exceeding book
income to qualify as a regulated investment company that is accorded special
federal income tax treatment. Securities that are denominated in foreign
currency may give rise to such a difference.

All distributions by the Fund result in a reduction in the net asset value of
the Fund's shares. Should a distribution reduce the net asset value below a
shareholder's cost basis, such distribution would nevertheless be taxable to the
shareholder as ordinary income, qualified dividend income or capital gain as
described herein, even though, from an investment standpoint, it may constitute
a partial return of capital. In particular, investors should be careful to
consider the tax implications of buying shares just prior to a distribution. The
price of shares purchased at that time includes the amount of the forthcoming
distribution. Those purchasing Fund shares just prior to a distribution will
receive a partial return of capital upon the distribution, which will
nevertheless be taxable to them for federal income tax purposes.

Dividends Received Deduction. If dividends from domestic corporations constitute
a substantial portion of the Fund's gross income, a position of the income
distributions of the Fund may be eligible for the 70% deduction for dividends
received by corporations. Shareholders will be informed of the portion of
dividends which so qualify. The dividends received deduction is reduced to the
extent the shares of the Fund with respect to which the dividends are received
are treated as debt-financed under federal income tax law. The dividends
received deduction is eliminated (i) if either the underlying shares or the
shares of the Fund are deemed to have been held by the Fund or the shareholder,
as the case may be, for less than 46 days during the 91-day period beginning 45
days before the shares become ex-dividend (or, in the case of certain preferred
stock, 91 days during the 181-day period beginning 90 days before such date), or
(ii) to the extent that the Fund is under an obligation (pursuant to a short
sale or otherwise) to make related payments with respect to positions in
substantially similar or related property.

Transactions in Fund Shares. The sale, exchange or redemption of shares of the
Fund may give rise to a gain or loss. In general, any gain or loss realized upon
a taxable disposition of shares will be treated as long-term capital gain or
loss if the shares have been held for more than 12 months. Otherwise, the gain
or loss on the taxable disposition of shares of the Fund will be treated as
short-term gain or loss. However, any loss realized upon a taxable disposition
of shares held for six months or less will be treated as long-term, rather than
short-term, to the extent of any long-term capital gain distributions received
(or deemed received) by the shareholder with respect to the shares. All or a
portion of any loss realized upon a taxable disposition of shares of the Fund
will be disallowed if other substantially identical shares of the Fund are
purchased within 30 days before or after the disposition. In such a case, the
basis of the newly purchased shares will be adjusted to reflect the disallowed
loss.

Under certain circumstances, shareholders of the Fund may exchange their shares
for shares of other funds (the "reinvested shares"). If a shareholder (other
than a shareholder who holds his or her shares in a tax-exempt account) makes
such an exchange, the shareholder will recognize a capital gain or loss for
federal income tax purposes measured by the difference between the value of the
reinvested shares and the basis of the exchanged shares. Upon the exchange of
shares (or the reinvestment in shares of the same Fund) that were purchased
subject to a sales charge and held for less than 91 days, the lesser of (i) the
sales charge incurred on the exchanged shares or (ii) the sales charge waived on
the reinvested shares is included in the basis of the reinvested shares and is
not included in the basis of the exchanged shares.

Securities Lending. To the extent that the Fund makes a distribution of income
received by the Fund in lieu of dividends (a "substitute payment") with respect
to securities on a loan pursuant to a securities lending transaction, such
income will not constitute qualified dividend income to individual and other
noncorporate shareholders and will not be eligible for the dividends received
deduction for corporate shareholders.

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

Hedging and Related Transactions. The Fund's use of options, swaps, futures
contracts, forward contracts and related transactions (to the extent permitted)
will be subject to special federal income tax rules (including mark-to-market,
constructive sale, straddle, wash sale and other rules), the effect of which may
be to accelerate income to such Fund, defer losses to such Fund, cause
adjustments in the holding periods of such Fund's portfolio securities, convert
long-term capital gains into short-term capital gains or convert short-term
capital losses into long-term capital losses. These rules could therefore affect
the amount, timing and character of distributions to investors. In addition,
because the tax rules applicable to derivative financial instruments are in some
cases uncertain under current law, an adverse determination or future guidance
by the IRS with respect to these rules (which determination or guidance could be
retroactive) may affect whether the Fund has made sufficient distributions, and
otherwise satisfied the relevant requirements, to maintain its qualification as
a regulated investment company and avoid a Fund-level tax. The Fund intends to
limit its activities in options, futures contracts, forward contracts, swaps and
related transactions to the extent necessary to meet the requirements for
qualification and treatment as a regulated investment company under Subchapter M
of the Code.

Certain of the Fund's hedging activities (including transactions, if any, in
foreign currencies or foreign currency-denominated instruments) will likely
produce a difference between its book income and its taxable income. As
described above, this difference may cause a portion of the Fund's distributions
to constitute returns of capital for tax purposes or require the Fund to make
distributions exceeding book income to qualify as a regulated investment company
for U.S. federal income tax purposes.

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

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

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

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

Interest paid on debt obligations owned by the Fund that are considered for tax
purposes to be payable in the equity of the issuer or a related party will not
be deductible to the issuer, possibly affecting the cash flow of the issuer.

Certain Investments in Real Estate Investment Trusts (REITs). Any investment by
the Fund in REIT equity securities may result in the Fund's receipt of cash in
excess of the REIT's earnings; if the Fund distributes these amounts, these
distributions could constitute a return of capital to Fund shareholders for
federal income tax purposes. In addition, any investments in REIT equity
securities may require the Fund to accrue and distribute income not yet
received. To generate sufficient cash to make the requisite distributions, the
Fund may be required to sell securities in its portfolio (including when it is
not advantageous to do so) that it otherwise would have continued to hold.
Dividends received by the Fund from a REIT will not qualify for the corporate
dividends received deduction and generally will not constitute qualified
dividend income.

The Fund could directly or indirectly hold residual interests in real estate
mortgage investment conduits ("REMICs") or equity interests in taxable mortgage
pools ("TMPs"). Under a notice issued by the IRS in October 2006 and Treasury
regulations that have yet to be issued by may apply retroactively, a portion of
the Fund's income (including income allocated to the Fund from a REIT or other
pass-through entity) that is attributable to a residual interest in a REMIC or
an equity interest in a TMP (referred to in the Code as an "excess inclusion")
will be subject to federal income tax in all events. This notice also provides,
and the regulations are expected to provide, that excess inclusion income of a
regulated investment company, such as the Fund, will be allocated to
shareholders of the regulated investment company in proportion to the dividends
received by such shareholders, with the same consequences as if the shareholders
held the related REMIC or TMP interest directly. As a result, the Fund may not
be a suitable investment for charitable remainder trusts, as noted below.

In general, excess inclusion income allocated to shareholders (i) cannot be
offset by net operating losses (subject to a limited exception for certain
thrift institutions), (ii) will constitute unrelated business taxable income
("UBTI") to entities (including a qualified pension plan, an individual
retirement account, a 401(k) plan, a Keogh plan or other tax-exempt entity)
subject to tax on UBTI, thereby potentially requiring such an entity that is
allocated excess inclusion income, and otherwise might not be required to file a
federal income tax return, to file a tax return and pay tax on such income, and
(iii) in the case of a non-US shareholder, will not qualify for any reduction in
US federal withholding tax.

Passive Foreign Investment Companies. Equity investments by the Fund in certain
"passive foreign investment companies" ("PFICs") could potentially subject the
Fund to a US federal income tax (including interest charges) on distributions
received from the company or on proceeds received from the disposition of shares
in the company, which tax cannot be eliminated by making distributions to Fund
shareholders. However, the Fund may elect to avoid the imposition of that tax.
For example, the Fund may elect to treat a PFIC as a "qualified electing fund"
(a "QEF election"), in which case the Fund would be required to include its
share of the company's income and net capital gains annually, regardless of
whether it receives any distribution from the company. Such Fund also may make
an election to mark the gains (and to a limited extent losses) in PFIC holdings
"to the market" as though it had sold and repurchased its holdings in those
PFICs on the last day of the Fund's taxable year, with such gains and losses
being treated as ordinary income and loss. The QEF and mark-to-market elections
may accelerate the recognition of income (without the receipt of cash) and
increase the amount required to be distributed by the Fund to avoid taxation.
Making either of these elections therefore may require such Fund to liquidate
other investments (including when it is not advantageous to do so) to meet its
distribution requirement, which also may accelerate the recognition of gain and
affect the Fund's total return. As described above, dividends paid by PFICs will
not be eligible to be treated as "qualified dividend income."

Foreign Taxation. Foreign withholding or other foreign taxes with respect to
income (possibly including, in some cases, capital gains) on certain foreign
securities may occur. These taxes may be reduced or eliminated under the terms
of an applicable US income tax treaty. Shareholders generally will not be
entitled to claim a credit or deduction with respect to foreign taxes incurred
by the Fund.

Tax-Exempt Shareholders. Under current law, the Fund generally serves to "block"
(that is, prevent the attribution to shareholders of) UBTI from being realized
by tax-exempt shareholders. Notwithstanding this "blocking" effect, a tax-exempt
shareholder could realize UBTI by virtue of its investment in the Fund if shares
in the Fund constitute debt-financed property in the hands of the tax-exempt
shareholder within the meaning of Code Section 514(b).

Any investment in residual interests of a collateralized mortgage obligation (a
"CMO") that has elected to be treated as a REMIC likewise can create complex tax
problems, especially if the Fund has state or local governments or other
tax-exempt organizations as shareholders. Furthermore, a tax-exempt shareholder
may recognize UBTI if the Fund recognizes "excess inclusion income" derived from
direct or indirect investments in REMIC residual interests or equity interest in
TMPs if the amount of such income recognized by the Fund exceeds the Fund's
investment company taxable income (after taking into account deductions for
dividends paid by the Fund).

In addition, special tax consequences apply to charitable remainder trusts
("CRTs") that invest in regulated investment companies that invest directly or
indirectly in residual interests in REMICs or equity interests in TMPs. Under
legislation enacted in December 2006, a CRT (as defined in section 664 of the
Code) that realizes any UBTI for a taxable year must pay an excise tax annually
of an amount equal to such UBTI. Under IRS guidance issued in October 2006, a
CRT will not recognize UBTI as a result of investing in the Fund that recognizes
"excess inclusion income." Rather, if at any time during any taxable year a CRT
(or one of certain other tax-exempt shareholders, such as the United States, a
state or political subdivision, or an agency or instrumentality thereof, and
certain energy cooperatives) is a record holder of a share in the Fund that
recognizes "excess inclusion income," then the Fund will be subject to a tax on
that portion of its "excess inclusion income" for the taxable year that is
allocable to such shareholders at the highest federal corporate income tax rate.
The extent to which this IRS guidance remains applicable in light of the
December 2006 legislation is unclear. To the extent permitted under the 1940
Act, the Fund may elect to specially allocate any such tax to the applicable
CRT, or other shareholders, and thus reduce such shareholder's distributions for
the year by the amount of the tax that relates to such shareholder's interest in
the Fund. The Fund has not yet determined whether such an election will be made.
CRTs and other tax-exempt investors are urged to consult their tax advisors
concerning the consequences of investing in the Fund.

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




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

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

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

However, effective for taxable years of the Fund beginning before January 1,
2010, the Fund will not be required to withhold any amounts (i) with respect to
distributions (other than distributions to a foreign person (w) that has not
provided a satisfactory statement that the beneficial owner is not a US person,
(x) to the extent that the dividend is attributable to certain interest on an
obligation if the foreign person is the issuer or is a 10% shareholder of the
issuer, (y) that is within certain foreign countries that have inadequate
information exchange with the US, or (z) to the extent the dividend is
attributable to interest paid by a person that is a related person of the
foreign person and the foreign person is a controlled foreign corporation) from
US-source interest income that would not be subject to US federal income tax if
earned directly by an individual foreign person, to the extent such
distributions are properly designated by the Fund ("interest-related
dividends"), and (ii) with respect to distributions (other than (a)
distributions to an individual foreign person who is present in the US for a
period or periods aggregating 183 days or more during the year of the
distribution and (b) distributions subject to special rules regarding
disposition of US real property interests ("USRPIs")) of net short-term capital
gains in excess of net long-term capital losses, to the extent such
distributions are properly designated by the Fund ("short-term capital gain
dividends"). Absent legislation extending these exemptions for taxable years
beginning on or after January 1, 2010, these special withholding exemptions for
interest-related and short-term capital gain dividends will expire and these
dividends generally will be subject to withholding as described above. It is
currently unclear whether Congress will extend these exemptions for tax years
beginning on or after January 1, 2010.

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

Special rules apply to distributions to certain foreign persons from a regulated
investment company that is either a "U.S. real property holding corporation"
("USRPHC") or would be a USRPHC absent exclusions from USRPI treatment for
interests in domestically controlled REITs and regulated investment companies
and not-greater-than-5% interests in publicly traded classes of stock in REITs
and regulated investment companies. Additionally, special rules apply to the
sale of shares in a regulated investment company that is a USRPHC. Very
generally, a USRPHC is a domestic corporation that holds USRPIs -- USRPIs are
defined generally as any interest in U.S. real property or any equity interest
in a USRPHC -- the fair market value of which equals or exceeds 50% of the sum
of the fair market values of the corporation's USRPIs, interests in real
property located outside the United States and other assets. The Fund generally
does not expect that it will be a USRPHC or would be a USRPHC but for the
operation of these exceptions, and thus does not expect these special tax rules
to apply.

In order to qualify for any exemptions from withholding or for lower withholding
tax rates under income tax treaties, a foreign person will need to comply with
applicable certification requirements relating to its non-US status (including,
in general, furnishing an IRS Form W-8BEN or substitute form). In the case of
shares held through an intermediary, the intermediary may withhold even if the
Fund makes a designation with respect to a payment. Foreign persons should
contact their intermediaries regarding the application of these rules to their
accounts.




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

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

Other Tax Considerations. Shareholders of the Fund may be subject to state and
local taxes on distributions received from the Fund and on redemptions of the
Fund's shares.

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

The US federal income tax discussion set forth above is for general information
only. Investors are advised to consult their own tax advisors with respect to
their own circumstances regarding the above-referenced federal income taxation
rules and with respect to other federal, state, local or foreign tax
consequences to them of an investment in shares of the Fund.


                                 NET ASSET VALUE

The net asset value per share of the Fund is computed as of the close of regular
trading on the Exchange on each day the Exchange is open for trading (the "Value
Time"). The Exchange is scheduled to be closed on the following holidays: New
Year's Day, Dr. Martin Luther King, Jr. Day, Presidents' Day, Good Friday,
Memorial Day, Independence Day, Labor Day, Thanksgiving and Christmas, and on
the preceding Friday or subsequent Monday when one of these holidays falls on a
Saturday or Sunday, respectively. Net asset value per share is determined
separately for each class of shares by dividing the value of the total assets of
the Fund attributable to the shares of that class, less all liabilities
attributable to that class, by the total number of shares of that class
outstanding. The per share net asset value may be lower for certain classes of
the Fund because of higher expenses borne by these classes.

An equity security is valued at its most recent sale price on the security's
primary exchange or over-the-counter ("OTC") market as of the Value Time.
Lacking any sales, the security is valued at the calculated mean between the
most recent bid quotation and the most recent asked quotation (the "Calculated
Mean") on such exchange or OTC market as of the Value Time. If it is not
possible to determine the Calculated Mean, the security is valued at the most
recent bid quotation on such exchange or OTC market as of the Value Time. In the
case of certain foreign exchanges or OTC markets, the closing price reported by
the exchange or OTC market (which may sometimes be referred to by the exchange
or one or more pricing agents as the "official close" or the "official closing
price" or other similar term) will be considered the most recent sale price.

Debt securities are valued as follows. Money market instruments purchased with
an original or remaining maturity of 60 days or less, maturing at par, are
valued at amortized cost. Other money market instruments are valued based on
information obtained from an approved pricing agent or, if such information is
not readily available, by using matrix pricing techniques (formula driven
calculations based primarily on current market yields). Bank loans are valued at
prices supplied by an approved pricing agent (which are intended to reflect the
mean between the bid and asked prices), if available, and otherwise at the mean
of the most recent bid and asked quotations or evaluated prices, as applicable,
based on quotations or evaluated prices obtained from one or more
broker-dealers. Privately placed debt securities, other than Rule 144A debt
securities, initially are valued at cost and thereafter based on all relevant
factors, including type of security, size of holding and restrictions on
disposition. Municipal debt securities are valued at prices supplied by an
approved pricing agent (which are intended to reflect the mean between the bid
and asked prices), if available, and otherwise at the mean of the most recent
bid and asked quotations or evaluated price obtained from a broker-dealer. Other
debt securities are valued at prices supplied by an approved pricing agent, if
available, and otherwise at the most recent bid quotation or evaluated price, as
applicable, obtained from one or more broker-dealers. If it is not possible to
value a particular debt security pursuant to the above methods, the security is
valued on the basis of factors including (but not limited to) maturity, coupon,
creditworthiness, currency denomination, and the movement of the market in which
the security is normally traded.

An exchange-traded option contract on securities, currencies and other financial
instruments is valued at its most recent sale price on the relevant exchange.
Lacking any sales, the option contract is valued at the Calculated Mean. If it
is not possible to determine the Calculated Mean, the option contract is valued
at the most recent bid quotation in the case of a purchased option contract or
the most recent asked quotation in the case of a written option contract, in
each case as of the Value Time. An option contract on securities, currencies and
other financial instruments traded in the OTC market is valued on the Value Date
at the evaluated price provided by the broker-dealer with which it was traded.
Futures contracts (and options thereon) are valued at the most recent settlement
price, if available, on the security's primary exchange. With the exception of
stock index futures contracts which trade on the Chicago Mercantile Exchange,
closing settlement times are prior to the close of trading on the Exchange. For
stock index futures contracts which trade on the Chicago Mercantile Exchange,
closing settlement prices are normally available at approximately 4:20 pm
Eastern time. If no settlement price is available, the last traded price on such
exchange will be used.

If market quotations for Fund assets are not readily available or the value of
the Fund asset as determined in accordance with Board-approved procedures does
not represent the fair market value of the Fund asset, the value of the Fund
asset is taken to be an amount which, in the opinion of the Fund's Pricing
Committee (or, in some cases, the Board's Valuation Committee), represents fair
market value. The value of other holdings is determined in a manner which is
intended to fairly reflect the fair market value of the asset on the valuation
date, based on valuation procedures adopted by the Fund's Board and overseen
primarily by the Fund's Pricing Committee.


                           BOARD MEMBERS AND OFFICERS

The following table presents certain information regarding the Board Members of
the Trust. Each Board Member's year of birth is set forth in parentheses after
his or her name. Unless otherwise noted, (i) each Board Member has engaged in
the principal occupation(s) noted in the table for at least the most recent five
years, although not necessarily in the same capacity, and (ii) the address of
each Board Member that is not an "interested person" (as defined in the 1940
Act) of the Trust or the Advisor (each, an "Independent Board Member") is c/o
Dawn-Marie Driscoll, PO Box 100176, Cape Coral, FL 33904. The term of office for
each Board Member is until the election and qualification of a successor, or
until such Board Member sooner dies, resigns, is removed or as otherwise
provided in the governing documents of the Trust. Because the Fund does not hold
an annual meeting of shareholders, each Board Member will hold office for an
indeterminate period. The Board Members may also serve in similar capacities
with other funds in the DWS fund complex.

Independent Board Members


<TABLE>
<CAPTION>
--------------------------------------------------------------------------------------------------------------------
 Name, Year of Birth, Position                                                                   Number of Funds
 with the Trust and Length of     Business Experience and                                        in DWS Fund
 Time Served(1)                   Directorships During the Past 5 Years                          Complex Overseen
--------------------------------------------------------------------------------------------------------------------
<S>                                      <C>                                                               <C>
Paul K. Freeman                   Consultant, World Bank/Inter-American Development Bank;               129
(1950)                            Governing Council of the Independent Directors Council
Chairperson since 2009, and       (governance, executive committees); formerly: Project Leader,
Board Member since 1993           International Institute for Applied Systems Analysis
                                  (1998-2001); Chief Executive Officer, The Eric Group, Inc.
                                  (environmental insurance) (1986-1998)
--------------------------------------------------------------------------------------------------------------------
John W. Ballantine (1946)         Retired; formerly: Executive Vice President and Chief Risk            129
Board Member since 1999           Management Officer, First Chicago NBD Corporation/The First
                                  National Bank of Chicago (1996-1998); Executive Vice
                                  President and Head of International Banking (1995-1996);
                                  Directorships: Healthways Inc. (provider of disease and care
                                  management services); Portland General Electric (utility
                                  company); Stockwell Capital Investments PLC (private equity);
                                  former Directorships: First Oak Brook Bancshares, Inc. and
                                  Oak Brook Bank
--------------------------------------------------------------------------------------------------------------------
 Henry P. Becton, Jr. (1943)      Vice Chair, WGBH Educational Foundation; Directorships:               129
 Board Member since               Association of Public Television Stations; Becton Dickinson
 1990                             and Company(2) (medical technology company); Belo
                                  Corporation(2) (media company); Boston Museum
                                  of Science; Public Radio International; PRX,
                                  The Public Radio Exchange; The PBS Foundation;
                                  former Directorships: American Public
                                  Television; Concord Academy; New England
                                  Aquarium; Mass. Corporation for Educational
                                  Telecommunications; Committee for Economic
                                  Development; Public Broadcasting Service
--------------------------------------------------------------------------------------------------------------------
Dawn-Marie Driscoll (1946)        President, Driscoll Associates (consulting firm); Executive           129
Board Member since 1987           Fellow, Center for Business Ethics, Bentley University;
                                  formerly: Partner, Palmer & Dodge (1988-1990); Vice President
                                  of Corporate Affairs and General Counsel, Filene's
                                  (1978-1988); Directorships: Trustee of 20 open-end mutual
                                  funds managed by Sun Capital Advisers, Inc. (since 2007);
                                  Director of ICI Mutual Insurance Company (since 2007);
                                  Advisory Board, Center for Business Ethics,
                                  Bentley University; Trustee, Southwest Florida
                                  Community Foundation (charitable
                                  organization); former Directorships:
                                  Investment Company Institute (audit,
                                  executive, nominating committees) and
                                  Independent Directors Council (governance,
                                  executive
                                  committees)
--------------------------------------------------------------------------------------------------------------------
Keith R. Fox (1954)               Managing General Partner, Exeter Capital Partners (a series           129
Board Member since                of private equity funds); Directorships: Progressive Holding
1996                              Corporation (kitchen goods importer and distributor); Natural
                                  History, Inc. (magazine publisher); Box Top Media Inc.
                                  (advertising); The Kennel Shop (retailer)
--------------------------------------------------------------------------------------------------------------------
Kenneth C. Froewiss               Clinical Professor of Finance, NYU Stern School of Business           129
(1945)                            (1997-present); Member, Finance Committee, Association for
Board Member since                Asian Studies (2002-present); Director, Mitsui Sumitomo
2001                              Insurance Group (US) (2004-present); prior thereto, Managing
                                  Director, J.P. Morgan (investment banking firm) (until 1996)
--------------------------------------------------------------------------------------------------------------------
Richard J. Herring                Jacob Safra Professor of International Banking and Professor,         129
(1946)                            Finance Department, The Wharton School, University of
Board Member since                Pennsylvania (since July 1972); Co-Director, Wharton
1990                              Financial Institutions Center (since July 2000); Director,
                                  Japan Equity Fund, Inc. (since September 2007), Thai Capital
                                  Fund, Inc. (since September 2007), Singapore Fund, Inc.
                                  (since September 2007); formerly: Vice Dean and Director,
                                  Wharton Undergraduate Division (July 1995-June 2000);
                                  Director, Lauder Institute of International Management
                                  Studies (July 2000-June 2006)
--------------------------------------------------------------------------------------------------------------------
William McClayton (1944)          Managing Director, Diamond Management & Technology                    129
Board Member since 2004           Consultants, Inc. (global management consulting firm)
                                  (2001-present); Directorship: Board of Managers, YMCA of
                                  Metropolitan Chicago; formerly: Senior Partner, Arthur
                                  Andersen LLP (accounting) (1966-2001); Trustee, Ravinia
                                  Festival
--------------------------------------------------------------------------------------------------------------------
Rebecca W. Rimel                  President and Chief Executive Officer, The Pew Charitable             129
(1951)                            Trusts (charitable organization) (1994 to present); Trustee,
Board Member since                Thomas Jefferson Foundation (charitable organization) (1994
1995                              to present); Trustee, Executive Committee, Philadelphia
                                  Chamber of Commerce (2001 to 2007); Trustee,
                                  Pro Publica (2007-present) (charitable
                                  organization); formerly: Executive Vice
                                  President, The Glenmede Trust Company
                                  (investment trust and wealth management) (1983
                                  to 2004); Board Member, Investor Education
                                  (charitable organization) (2004-2005);
                                  Director, Viasys Health Care(2) (January
                                  2007-June 2007)
--------------------------------------------------------------------------------------------------------------------
William N. Searcy, Jr.            Private investor since October 2003; Trustee of 20 open-end           129
(1946)                            mutual funds managed by Sun Capital Advisers, Inc. (since
Board Member since                October 1998); formerly: Pension & Savings Trust Officer,
1993                              Sprint Corporation(2) (telecommunications) (November
                                  1989-September 2003)
--------------------------------------------------------------------------------------------------------------------
Jean Gleason Stromberg            Retired; formerly: Consultant (1997-2001); Director, US               129
(1943)                            Government Accountability Office (1996-1997); Partner,
Board Member since                Fulbright & Jaworski, L.L.P. (law firm) (1978-1996);
1997                              Directorships: The William and Flora Hewlett Foundation;
                                  Business Leadership Council, Wellesley College; former
                                  Directorships: Service Source, Inc., Mutual Fund Directors
                                  Forum (2002-2004), American Bar Retirement Association
                                  (funding vehicle for retirement plans) (1987-1990 and
                                  1994-1996)
--------------------------------------------------------------------------------------------------------------------
Robert H. Wadsworth (1940)        President, Robert H. Wadsworth & Associates, Inc. (consulting         132
Board Member since 1999           firm) (1983 to present); Director, The Phoenix Boys Choir
                                  Association
--------------------------------------------------------------------------------------------------------------------

Interested Board Member


--------------------------------------------------------------------------------------------------------------------
 Name, Year of Birth, Position                                                                   Number of Funds
 with the Trust and Length of     Business Experience and                                        in DWS Fund
 Time Served(1)                   Directorships During the Past 5 Years                          Complex Overseen
--------------------------------------------------------------------------------------------------------------------
 Axel Schwarzer(3)                Managing Director(4), Deutsche Asset Management; Head of              129
 (1958)                           Deutsche Asset Management Americas; CEO of DWS Investments;
 Board Member since               formerly: board member of DWS Investments, Germany
 2006                             (1999-2005); Head of Sales and Product Management for the
                                  Retail and Private Banking Division of
                                  Deutsche Bank in Germany (1997-1999); various
                                  strategic and operational positions for
                                  Deutsche Bank Germany Retail and Private
                                  Banking Division in the field of investment
                                  funds, tax driven instruments and asset
                                  management for corporates (1989-1996)
--------------------------------------------------------------------------------------------------------------------

Officers(5)


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

(1)      The length of time served represents the year in which the Board Member
         joined the board of one or more DWS funds currently overseen by the
         Board.

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

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

(4)      Executive title, not a board directorship.

(5)      As a result of their respective positions held with the Advisor, these
         individuals are considered "interested persons" of the Advisor within
         the meaning of the 1940 Act. Interested persons receive no compensation
         from the Fund.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

The Operations Committee: The Operations Committee reviews the administrative
operations, legal affairs and general compliance matters of the Fund. The
Operations Committee reviews administrative matters related to the operations of
the Fund, policies and procedures relating to portfolio transactions, custody
arrangements, fidelity bond and insurance arrangements, valuation of Fund assets
and securities and such other tasks as the full Board deems necessary or
appropriate. The Operations Committee also oversees the valuation of the Fund's
securities and other assets and determines, as needed, the fair value of Fund
securities or other assets under certain circumstances as described in the
Fund's Valuation Procedures. The Operations Committee has appointed a Valuation
Sub-Committee, which may make determinations of fair value required when the
Operations Committee is not in session. The members of the Operations Committee
are Dawn-Marie Driscoll (Chair), John W. Ballantine (Vice Chair), Kenneth C.
Froewiss, Rebecca W. Rimel and William N. Searcy, Jr. The members of the
Valuation Sub-Committee are Kenneth C. Froewiss (Chair), John W. Ballantine,
Dawn-Marie Driscoll (Alternate), Rebecca W. Rimel (Alternate) and William N.
Searcy, Jr. (Alternate). During the calendar year 2008, the Operations Committee
held four (4) meetings and the Valuation Sub-Committee held no meetings.

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

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

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


<TABLE>
<CAPTION>
                                                                             Total Compensation
                                          Aggregate Compensation               from Fund and
  Name of Board Member                 from DWS S&P 500 Index Fund           DWS Fund Complex(1)
  --------------------                 ----------------------------          -------------------

<S>                                                <C>                             <C>
  John W. Ballantine                               $104                            $237,500
  Henry P. Becton, Jr.(2)                          $406                            $246,000
  Dawn-Marie Driscoll(2)(3)                        $480                            $292,500
  Keith R. Fox(2)                                  $386                            $229,500
  Paul K. Freeman                                  $104                            $255,000
  Kenneth C. Froewiss                              $386                            $226,750
  Richard J. Herring(2)                            $406                            $240,000
  William McClayton(4)                             $104                            $257,500
  Rebecca W. Rimel(2)                              $386                            $233,500
  William N. Searcy, Jr.                           $406                            $238,000
  Jean Gleason Stromberg                           $386                            $225,500
  Robert H. Wadsworth                              $104                            $273,500

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

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

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

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

Board Member Ownership in the Fund

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

                                                                                   Aggregate Dollar Range of
                                             Dollar Range of Beneficial        Ownership in all Funds Overseen by
                                                      Ownership                           Board Member
Board Member                                  in DWS S&P 500 Index Fund           in the DWS Fund Complex(1)
------------                                  -------------------------           ----------------------------

Independent Board Member:

John W. Ballantine                                      None                                Over $100,000
Henry P. Becton, Jr.                              $10,001 - $50,000                         Over $100,000
Dawn-Marie Driscoll                                 $1 - $10,000                            Over $100,000
Keith R. Fox                                            None                                Over $100,000
Paul K. Freeman                                         None                                Over $100,000
Kenneth C. Froewiss                                     None                                Over $100,000
Richard J. Herring                                      None                                Over $100,000
William McClayton                                       None                                Over $100,000
Rebecca W. Rimel                                  $10,001 - $50,000                         Over $100,000
William N. Searcy, Jr.                                  None                                Over $100,000
Jean Gleason Stromberg                                  None                                Over $100,000
Robert H. Wadsworth                                     None                                Over $100,000

Interested Board Member:

Axel Schwarzer                                          None                                Over $100,000

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

Ownership in Securities of the Advisor and Related Companies

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

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

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

Securities Beneficially Owned

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

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

DWS S&P 500 Index Fund

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

DWS TRUST COMPANY                                             391,676.62                    5.83% of Class A
FBO MITSUI KINZOKU NORTH AMERICAN
401(K) PLAN
ATTN ASSET RECON DEPT# XXXXXX
SALEM NH  03079-1143

RAYMOND JAMES & ASSOC INC                                      8,715.31                     5.12% of Class B
FBO RAMSEY FAMILY PARTNERSHIP LP
JILL V RAMSEY PARTNER
GAINESVILLE GA  30507-7686

GPC SECURITIES INC AGENT FOR                                   33,735.86                    6.76% of Class C
RELIANCE TRUST COMPANY FBO
FBO PEDIATRIC HEALTH PA 401K PS PL
ATLANTA GA  30357-7377

JOHN SILBERMAN ASSOCIATES PC                                   31,932.14                     6.4% of Class C
JOHN SILBERMAN TRUSTEE
FBO JOHN SILBERMAN ASSOC
NEW YORK NY  10022-2141

MORGAN STANLEY & CO.                                           26,760.25                    5.37% of Class C
HARBORSIDE FINANCIAL CENTER
PLAZA II 3RD FLOOR
JERSEY CITY NJ  07311
</TABLE>



Agreement to Indemnify Independent Trustees for Certain Expenses

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

                                FUND ORGANIZATION

The Fund is a diversified series of DWS Investment Trust, a Massachusetts
business trust established under a Declaration of Trust dated September 20,
1984, as amended (the "Trust"). The name of the Trust was changed effective
February 6, 2006, from Scudder Investment Trust, on March 6, 1991, from Scudder
Growth and Income Fund, and on June 10, 1998 from Scudder Investment Trust. The
Trust's authorized capital consists of an unlimited number of shares of
beneficial interest, par value $0.01 per share. The Trust's shares are currently
divided into five series, DWS Capital Growth Fund, DWS Growth & Income Fund, DWS
Large Company Growth Fund, DWS S&P 500 Index Fund and DWS Small Cap Core Fund.

Organizational Description

The Trustees have the authority to create additional funds and to designate the
relative rights and preferences as between the different funds. The Trustees
also may authorize the division of shares of the Fund into different classes,
which may bear different expenses. All shares issued and outstanding are fully
paid and non-assessable, transferable, have no pre-emptive or conversion rights
and are redeemable as described in the SAI and in the Fund's prospectus. Each
share has equal rights with each other share of the same class of the Fund as to
voting, dividends, exchanges, conversion features and liquidation. Shareholders
are entitled to one vote for each full share held and fractional votes for
fractional shares held. The Trustees may also terminate any Fund or class by
notice to the shareholders without shareholder approval. Currently, Class A, B,
C and S Shares are offered.

The Fund generally is not required to hold meetings of its shareholders. Under
the Agreement and Declaration of Trust of the Trust, as amended ("Declaration of
Trust"), however, shareholder meetings will be held in connection with the
following matters: (a) the election or removal of Trustees if a meeting is
called for such purpose; (b) the adoption of any contract for which approval by
shareholders is required by the 1940 Act; (c) any termination of the Fund or a
class to the extent and as provided in the Declaration of Trust; (d) certain
material amendments of the Declaration of Trust (such as other than amendments
changing the name of the Trust, supplying any omission, curing any ambiguity or
curing, correcting or supplementing any defective or inconsistent provision
thereof); and (e) such additional matters as may be required by law, the
Declaration of Trust, the By-laws of the Fund, or any registration of the Fund
with the SEC or as the trustees may consider necessary or desirable.
Shareholders also vote upon changes in fundamental investment policies or
restrictions.

The Trust is a Massachusetts business trust organized under the laws of
Massachusetts and is governed by an Amended and Restated Declaration of Trust
that was approved by shareholders in 2006, as may be further amended from time
to time (the "Declaration of Trust"). All shares issued and outstanding are
fully paid and non-assessable, transferable, have no pre-emptive or conversion
rights (except as may be determined by the Board of Trustees) and are redeemable
as described in the SAI and a Fund's prospectus. Each share has equal rights
with each other share of the same class of the Fund as to voting, dividends,
exchanges, conversion features and liquidation. Shareholders are entitled to one
vote for each full share held and fractional votes for fractional shares held.

The Fund generally is not required to hold meetings of its shareholders. Under
the Declaration of Trust, however, shareholder meetings will be held in
connection with the following matters to the extent and as provided in the
Declaration of Trust and as required by applicable law: (a) the election or
removal of trustees if a meeting is called for such purpose; (b) the termination
of the Trust or a Fund; (c) an amendment of the Declaration of Trust; and (d)
such additional matters as may be required by law or as the Trustees may
determine to be necessary or desirable. Shareholders also vote upon changes in
fundamental policies or restrictions.

The Declaration of Trust provides that shareholder meeting quorum requirements
shall be established in the Trust's By-laws. The By-laws currently in effect
provide that the presence in person or by proxy of the holders of thirty percent
of the shares entitled to vote at a meeting (or of an individual series or class
if required to vote separately) shall constitute a quorum for the transaction of
business at meetings of shareholders of the Trust.

On any matter submitted to a vote of shareholders, all shares of the Trust
entitled to vote shall, except as otherwise provided in the Trust's By-Laws, be
voted in the aggregate as a single class without regard to series or classes of
shares, except (a) when required by applicable law or when the Trustees shall
have determined that the matter affects one or more series or classes of shares
materially differently, shares shall be voted by individual series or class; and
(b) when the Trustees have determined that the matter affects only the interests
of one or more series or classes, only shareholders of such series or classes
shall be entitled to vote thereon.

The Declaration of Trust provides that the Board of Trustees may, in its
discretion, establish minimum investment amounts for shareholder accounts,
impose fees on accounts that do not exceed a minimum investment amount and
involuntarily redeem shares in any such account in payment of such fees. The
Board of Trustees, in its sole discretion, also may cause the Trust to redeem
all of the shares of the Trust or one or more series or classes held by any
shareholder for any reason, to the extent permissible by the 1940 Act, including
(a) if the shareholder owns shares having an aggregate net asset value of less
than a specified minimum amount, (b) if a particular shareholder's ownership of
shares would disqualify a series from being a regulated investment company, (c)
upon a shareholder's failure to provide sufficient identification to permit the
Trust to verify the shareholder's identity, (d) upon a shareholder's failure to
pay for shares or meet or maintain the qualifications for ownership of a
particular class or series of shares, (e) if the Board of Trustees determines
(or pursuant to policies established by the Board it is determined) that share
ownership by a particular shareholder is not in the best interests of remaining
shareholders, (f) when a Fund is requested or compelled to do so by governmental
authority or applicable law and (g) upon a shareholder's failure to comply with
a request for information with respect to the direct or indirect ownership of
shares of the Trust. The Declaration of Trust also authorizes the Board of
Trustees to terminate a Fund or any class without shareholder approval, and the
Trust may suspend the right of shareholders to require the Trust to redeem
shares to the extent permissible under the 1940 Act.

Upon the termination of the Trust or any series, after paying or adequately
providing for the payment of all liabilities which may include the establishment
of a liquidating trust or similar vehicle, and upon receipt of such releases,
indemnities and refunding agreements as they deem necessary for their
protection, the Trustees may distribute the remaining Trust property or property
of the series, in cash or in kind or partly each, to the shareholders of the
Trust or the series involved, ratably according to the number of shares of the
Trust or such series held by the several shareholders of the Trust or such
series on the date of termination, except to the extent otherwise required or
permitted by the preferences and special or relative rights and privileges of
any classes of shares of a series involved, provided that any distribution to
the shareholders of a particular class of shares shall be made to such
shareholders pro rata in proportion to the number of shares of such class held
by each of them. The composition of any such distribution (e.g., cash,
securities or other assets) shall be determined by the Trust in its sole
discretion, and may be different among shareholders (including differences among
shareholders in the same series or class).

Under Massachusetts law, shareholders of a Massachusetts business trust could,
under certain circumstances, be held personally liable for obligations of a
Fund. The Declaration of Trust, however, disclaims shareholder liability for
acts or obligations of the Fund and requires that notice of such disclaimer be
given in each agreement, obligation, or instrument entered into or executed by
the Fund or the Fund's trustees. Moreover, the Declaration of Trust provides for
indemnification out of Fund property for all losses and expenses of any
shareholder held personally liable for the obligations of the Fund and the Fund
may be covered by insurance which the Trustees consider adequate to cover
foreseeable tort claims. Thus, the risk of a shareholder incurring financial
loss on account of shareholder liability is considered by the Advisor remote and
not material, since it is limited to circumstances in which a disclaimer is
inoperative and the Fund itself is unable to meet its obligations.

                             PROXY VOTING GUIDELINES


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

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



                              FINANCIAL STATEMENTS


The financial statements for the Fund and the Portfolio, together with the
Report of Independent Registered Public Accounting Firm, Financial Highlights
and notes to financial statements in the Annual Report of the Fund dated
December 31, 2008 are incorporated by reference and are hereby deemed to be a
part of this SAI.


                             ADDITIONAL INFORMATION

The CUSIP number of DWS S&P 500 Index Fund Class S is 23338J699.

The Fund has a fiscal year end of December 31.

This SAI contains the information of DWS S&P 500 Index Fund.

The Fund's prospectus and this SAI omit certain information contained in the
Registration Statement which the Fund has filed with the SEC under the
Securities Act of 1933 and reference is hereby made to the Registration
Statement for further information with respect to the Fund and the securities
offered hereby. This Registration Statement and its amendments are available for
inspection by the public at the SEC in Washington, D.C.




                      APPENDIX A -- PROXY VOTING GUIDELINES

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


I.       INTRODUCTION

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

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


II.      AM'S PROXY VOTING RESPONSIBILITIES

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

_____________________

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

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


III.     POLICIES

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

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

2.       The Global Proxy Voting Sub-Committee

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

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

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

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

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

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

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


IV.      PROCEDURES

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

1.       The GPVSC's Proxy Voting Guidelines

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

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

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

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

2.       Specific proxy voting decisions made by the GPVSC

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

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

_____________________

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

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

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

3.       Certain proxy votes may not be cast

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

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

o        ISS does not make a recommendation on the issue;

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

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

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

4.       Conflict of Interest Procedures

A. Procedures to Address Conflicts of Interest and Improper Influence

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

_____________________

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

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

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

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

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

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

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

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

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

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

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

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

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

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

B.       Investment Companies and Affiliated Public Companies

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

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

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

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

C.       Other Procedures That Limit Conflicts of Interest

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

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

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


V.       RECORDKEEPING

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

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

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

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

         -        Any additional information considered in the voting process
                  that may be obtained from an issuing company, its agents or
                  proxy research firms.

         -        Analyst worksheets created for stock option plan and share
                  increase analyses.

         -        Proxy Edge print-screen of actual vote election.

o        AM will retain these Policies and Procedures and the Guidelines; will
         maintain records of client requests for proxy voting information; and
         will retain any documents the Proxy Vendor Oversight or the GPVSC
         prepared that were material to making a voting decision or that
         memorialized the basis for a proxy voting decision.

o        The GPVSC also will create and maintain appropriate records documenting
         its compliance with these Policies and Procedures, including records of
         its deliberations and decisions regarding conflicts of interest and
         their resolution.

o        With respect to AM's investment company clients, ISS will create and
         maintain records of each company's proxy voting record for 12-month
         periods ended June 30. AM will compile the following information for
         each matter relating to a portfolio security considered at any
         shareholder meeting held during the period covered by the report and
         with respect to which the company was entitled to vote:

         -        The name of the issuer of the portfolio security;

         -        The exchange ticker symbol of the portfolio security (if
                  symbol is available through reasonably practicable means);

         -        The Council on Uniform Securities Identification Procedures
                  number for the portfolio security (if the number is available
                  through reasonably practicable means);

         -        The shareholder meeting date;

         -        A brief identification of the matter voted on;

         -        Whether the matter was proposed by the issuer or by a security
                  holder;

         -        Whether the company cast its vote on the matter;

         -        How the company cast its vote (e.g., for or against proposal,
                  or abstain; for or withhold regarding election of directors);
                  and

         -        Whether the company cast its vote for or against management.

Note: This list is intended to provide guidance only in terms of the records
that must be maintained in accordance with this policy. In addition, please note
that records must be maintained in accordance with the applicable AM Records
Management Policy.

With respect to electronically stored records, "properly maintained" is defined
as complete, authentic (unalterable) usable and backed-up. At a minimum, records
should be retained for a period of not less than six years (or longer, if
necessary to comply with applicable regulatory requirements), the first three
years in an appropriate AM office.


VI.      THE GPVSC'S OVERSIGHT ROLE

In addition to adopting the Guidelines and making proxy voting decisions on
matters referred to it as set forth above, the GPVSC will monitor the proxy
voting process by reviewing summary proxy information presented by ISS. The
GPVSC will use this review process to determine, among other things, whether any
changes should be made to the Guidelines. This review will take place at least
quarterly and will be documented in the GPVSC's minutes.


Attachment A - Global Proxy Voting Guidelines







                            Deutsche Asset Management

                         Global Proxy Voting Guidelines



                             As Amended October 2008


                                [GRAPHIC OMITTED]
Table of contents

I        Board Of Directors And Executives

         A        Election Of Directors

         B        Classified Boards Of Directors

         C        Board And Committee Independence

         D        Liability And Indemnification Of Directors

         E        Qualifications Of Directors

         F        Removal Of Directors And Filling Of Vacancies

         G        Proposals To Fix The Size Of The Board

         H        Proposals to Restrict Chief Executive Officer's Service on

                  Multiple Boards

         I        Proposals to Restrict Supervisory Board Members Service on

                  Multiple Boards

         J        Proposals to Establish Audit Committees

II       Capital Structure

         A        Authorization Of Additional Shares

         B        Authorization Of "Blank Check" Preferred Stock

         C        Stock Splits/Reverse Stock Splits

         D        Dual Class/Supervoting Stock

         E        Large Block Issuance

         F        Recapitalization Into A Single Class Of Stock

         G        Share Repurchases

         H        Reductions In Par Value

III      Corporate Governance Issues

         A        Confidential Voting

         B        Cumulative Voting

         C        Supermajority Voting Requirements

         D        Shareholder Right To Vote

IV       Compensation

         A        Establishment of a Remuneration Committee

         B        Executive And Director Stock Option Plans

         C        Employee Stock Option/Purchase Plans

         D        Golden Parachutes

         E        Proposals To Limit Benefits Or Executive Compensation

         F        Option Expensing

         G        Management board election and motion

         H        Remuneration (variable pay)

         I        Long-term incentive plans

         J        Shareholder Proposals Concerning "Pay For Superior
                  Performance"

         K        Executive Compensation Advisory

V        Anti-Takeover Related Issues

         A        Shareholder Rights Plans ("Poison Pills")

         B        Reincorporation

         C        Fair-Price Proposals

         D        Exemption From State Takeover Laws

         E        Non-Financial Effects Of Takeover Bids

VI       Mergers & Acquisitions

VII      Social & Political Issues

         A        Labor & Human Rights

         B        Diversity & Equality

         C        Health & Safety

         D        Government/Military

         E        Tobacco

VIII     Environmental Issues

IX       Miscellaneous Items

         A        Ratification Of Auditors

         B        Limitation Of Non-Audit Services Provided By Independent
                  Auditor

         C        Audit Firm Rotation

         D        Transaction Of Other Business

         E        Motions To Adjourn The Meeting

         F        Bundled Proposals

         G        Change Of Company Name

         H        Proposals Related To The Annual Meeting

         I        Reimbursement Of Expenses Incurred From Candidate Nomination

         J        Investment Company Proxies

         K        International Proxy Voting


These Guidelines may reflect a voting position that differs from the actual
practices of the public company (ies) within the Deutsche Bank organization or
of the investment companies for which AM or an affiliate serves as investment
adviser or sponsor.

NOTE: Because of the unique structure and regulatory scheme applicable to
closed-end investment companies, the voting guidelines (particularly those
related to governance issues) generally will be inapplicable to holdings of
closed-end investment companies. As a result, determinations on the appropriate
voting recommendation for closed-end investment company shares will be made on a
case-by-case basis.


I.       Board of Directors and Executives

A.       Election of Directors

Routine: AM Policy is to vote "for" the uncontested election of directors. Votes
for a director in an uncontested election will be withheld in cases where a
director has shown an inability to perform his/her duties in the best interests
of the shareholders.

Proxy contest: In a proxy contest involving election of directors, a
case-by-case voting decision will be made based upon analysis of the issues
involved and the merits of the incumbent and dissident slates of directors. AM
will incorporate the decisions of a third party proxy research vendor,
currently, Institutional Shareholder Services ("ISS") subject to review by the
Proxy Voting Sub-Committee (GPVSC) as set forth in the AM's Proxy Voting
Policies and Procedures.

Rationale: The large majority of corporate directors fulfill their fiduciary
obligation and in most cases support for management's nominees is warranted. As
the issues relevant to a contested election differ in each instance, those cases
must be addressed as they arise.

B.       Classified Boards of Directors

AM policy is to vote against proposals to classify the board and for proposals
to repeal classified boards and elect directors annually.

Rationale: Directors should be held accountable on an annual basis. By
entrenching the incumbent board, a classified board may be used as an
anti-takeover device to the detriment of the shareholders in a hostile take-over
situation.

C.       Board and Committee Independence

AM policy is to vote:

1.       "For" proposals that require that a certain percentage (majority up to
         66 2/3%) of members of a board of directors be comprised of independent
         or unaffiliated directors.

2.       "For" proposals that require all members of a company's compensation,
         audit, nominating, or other similar committees be comprised of
         independent or unaffiliated directors.

3.       "Against" shareholder proposals to require the addition of special
         interest, or constituency, representatives to boards of directors.

4.       "For" separation of the Chairman and CEO positions.

5.       "Against" proposals that require a company to appoint a Chairman who is
         an independent director.

Rationale: Board independence is a cornerstone of effective governance and
accountability. A board that is sufficiently independent from management assures
that shareholders' interests are adequately represented. However, the Chairman
of the board must have sufficient involvement in and experience with the
operations of the company to perform the functions required of that position and
lead the company.

No director qualifies as 'independent' unless the board of directors
affirmatively determines that the director has no material relationship with the
listed company (either directly or as a partner, shareholder or officer of an
organization that has a relationship with the company).

Whether a director is in fact not "independent" will depend on the laws and
regulations of the primary market for the security and the exchanges, if any, on
which the security trades.

D.       Liability and Indemnification of Directors

AM policy is to vote "for" management proposals to limit directors' liability
and to broaden the indemnification of directors, unless broader indemnification
or limitations on directors' liability would effect shareholders' interests in
pending litigation.

Rationale: While shareholders want directors and officers to be responsible for
their actions, it is not in the best interests of the shareholders for them to
be to risk averse. If the risk of personal liability is too great, companies may
not be able to find capable directors willing to serve. We support expanding
coverage only for actions taken in good faith and not for serious violations of
fiduciary obligation or negligence.

E.       Qualifications of Directors

AM policy is to follow management's recommended vote on either management or
shareholder proposals that set retirement ages for directors or require specific
levels of stock ownership by directors.

Rationale: As a general rule, the board of directors, and not the shareholders,
is most qualified to establish qualification policies.

F.       Removal of Directors and Filling of Vacancies

AM policy is to vote "against" proposals that include provisions that directors
may be removed only for cause or proposals that include provisions that only
continuing directors may fill board vacancies.

Rationale: Differing state statutes permit removal of directors with or without
cause. Removal of directors for cause usually requires proof of self-dealing,
fraud or misappropriation of corporate assets, limiting shareholders' ability to
remove directors except under extreme circumstances. Removal without cause
requires no such showing.

Allowing only incumbent directors to fill vacancies can serve as an
anti-takeover device, precluding shareholders from filling the board until the
next regular election.

G.       Proposals to Fix the Size of the Board

AM policy is to vote:

1.       "For" proposals to fix the size of the board unless: (a) no specific
         reason for the proposed change is given; or (b) the proposal is part of
         a package of takeover defenses.

2.       "Against" proposals allowing management to fix the size of the board
         without shareholder approval.

Rationale: Absent danger of anti-takeover use, companies should be granted a
reasonable amount of flexibility in fixing the size of its board.

H.       Proposals to Restrict Chief Executive Officer's Service on Multiple
         Boards

AM policy is to vote "For" proposals to restrict a Chief Executive Officer from
serving on more than three outside boards of directors.

Rationale: Chief Executive Officer must have sufficient time to ensure that
shareholders' interests are represented adequately.

Note: A director's service on multiple closed-end fund boards within a fund
complex are treated as service on a single Board for the purpose of the proxy
voting guidelines.

I.       Proposals to Restrict Supervisory Board Members Service on Multiple
         Boards (For FFT Securities)

AM policy is to vote "for" proposals to restrict a Supervisory Board Member from
serving on more than five supervisory boards.

Rationale: We consider a strong, independent and knowledgeable supervisory board
as important counter-balance to executive management to ensure that the
interests of shareholders are fully reflected by the company.

Full information should be disclosed in the annual reports and accounts to allow
all shareholders to judge the success of the supervisory board controlling their
company.

Supervisory Board Member must have sufficient time to ensure that shareholders'
interests are represented adequately.

Note: A director's service on multiple closed-end fund boards within a fund
complex are treated as service on a single Board for the purpose of the proxy
voting guidelines.

J.       Proposals to Establish Audit Committees (For FFT and U.S. Securities)
         AM policy is to vote "for" proposals that require the establishment of
         audit committees.

Rationale: The audit committee should deal with accounting and risk management
related questions, verifies the independence of the auditor with due regard to
possible conflicts of interest. It also should determine the procedure of the
audit process.


II.      Capital Structure

A.       Authorization of Additional Shares (For U.S. Securities)

AM policy is to vote "for" proposals to increase the authorization of existing
classes of stock that do not exceed a 3:1 ratio of shares authorized to shares
outstanding for a large cap company, and do not exceed a 4:1 ratio of shares
authorized to shares outstanding for a small-midcap company (companies having a
market capitalization under one billion U.S. dollars.).

Rationale: While companies need an adequate number of shares in order to carry
on business, increases requested for general financial flexibility must be
limited to protect shareholders from their potential use as an anti-takeover
device. Requested increases for specifically designated, reasonable business
purposes (stock split, merger, etc.) will be considered in light of those
purposes and the number of shares required.

B.       Authorization of "Blank Check" Preferred Stock (For U.S. Securities)

AM policy is to vote:

1.   "Against" proposals to create blank check preferred stock or to increase
     the number of authorized shares of blank check preferred stock unless the
     company expressly states that the stock will not be used for anti-takeover
     purposes and will not be issued without shareholder approval.

2.   "For" proposals mandating shareholder approval of blank check stock
     placement.

Rationale: Shareholders should be permitted to monitor the issuance of classes
of preferred stock in which the board of directors is given unfettered
discretion to set voting, dividend, conversion and other rights for the shares
issued.

C.       Stock Splits/Reverse Stock Splits

AM policy is to vote "for" stock splits if a legitimate business purpose is set
forth and the split is in the shareholders' best interests. A vote is cast "for"
a reverse stock split only if the number of shares authorized is reduced in the
same proportion as the reverse split or if the effective increase in authorized
shares (relative to outstanding shares) complies with the proxy guidelines for
common stock increases (see, Section II.A, above.)

Rationale: Generally, stock splits do not detrimentally effect shareholders.
Reverse stock splits, however, may have the same result as an increase in
authorized shares and should be analyzed accordingly.

D.       Dual Class/Supervoting Stock

AM policy is to vote "against" proposals to create or authorize additional
shares of super-voting stock or stock with unequal voting rights.

Rationale: The "one share, one vote" principal ensures that no shareholder
maintains a voting interest exceeding their equity interest in the company.

E.       Large Block Issuance (For U.S. Securities)

AM policy is to address large block issuances of stock on a case-by-case basis,
incorporating the recommendation of an independent third party proxy research
firm (currently ISS) subject to review by the GPVSC as set forth in AM's Proxy
Policies and Procedures.

Additionally, AM supports proposals requiring shareholder approval of large
block issuances.

Rationale: Stock issuances must be reviewed in light of the business
circumstances leading to the request and the potential impact on shareholder
value.

F.       Recapitalization into a Single Class of Stock

AM policy is to vote "for" recapitalization plans to provide for a single class
of common stock, provided the terms are fair, with no class of stock being
unduly disadvantaged.

Rationale: Consolidation of multiple classes of stock is a business decision
that may be left to the board and/management if there is no adverse effect on
shareholders.

G.       Share Repurchases

AM policy is to vote "for" share repurchase plans provided all shareholders are
able to participate on equal terms.

Rationale: Buybacks are generally considered beneficial to shareholders because
they tend to increase returns to the remaining shareholders.

H.       Reductions in Par Value

AM policy is to vote "for" proposals to reduce par value, provided a legitimate
business purpose is stated (e.g., the reduction of corporate tax
responsibility.)

Rationale: Usually, adjustments to par value are a routine financial decision
with no substantial impact on shareholders.


III.     Corporate Governance Issues

A.       Confidential Voting

AM policy is to vote "for" proposals to provide for confidential voting and
independent tabulation of voting results and to vote "against" proposals to
repeal such provisions.

Rationale: Confidential voting protects the privacy rights of all shareholders.
This is particularly important for employee-shareholders or shareholders with
business or other affiliations with the company, who may be vulnerable to
coercion or retaliation when opposing management. Confidential voting does not
interfere with the ability of corporations to communicate with all shareholders,
nor does it prohibit shareholders from making their views known directly to
management.

B.       Cumulative Voting (For U.S. Securities)

AM policy is to vote "against" shareholder proposals requesting cumulative
voting and "for"management proposals to eliminate it. The protections afforded
shareholders by cumulative voting are not necessary when a company has a history
of good performance and does not have a concentrated ownership interest.
Accordingly, a vote is cast "against" cumulative voting and "for" proposals to
eliminate it if:

a)       The company has a five year return on investment greater than the
         relevant industry index,

b)       All directors and executive officers as a group beneficially own less
         than 10% of the outstanding stock, and

c)       No shareholder (or voting block) beneficially owns 15% or more of the
         company.

Thus, failure of any one of the three criteria results in a vote for cumulative
voting in accordance with the general policy.

Rationale: Cumulative voting is a tool that should be used to ensure that
holders of a significant number of shares may have board representation;
however, the presence of other safeguards may make their use unnecessary.

C.       Supermajority Voting Requirements

AM policy is to vote "against" management proposals to require a supermajority
vote to amend the charter or bylaws and to vote "for" shareholder proposals to
modify or rescind existing supermajority requirements.

*Exception made when company holds a controlling position and seeks to lower
threshold to maintain control and/or make changes to corporate by-laws.

Rationale: Supermajority voting provisions violate the democratic principle that
a simple majority should carry the vote. Setting supermajority requirements may
make it difficult or impossible for shareholders to remove egregious by-law or
charter provisions. Occasionally, a company with a significant insider held
position might attempt to lower a supermajority threshold to make it easier for
management to approve provisions that may be detrimental to shareholders. In
that case, it may not be in the shareholders interests to lower the
supermajority provision.

D.       Shareholder Right to Vote

AM policy is to vote "against" proposals that restrict the right of shareholders
to call special meetings, amend the bylaws, or act by written consent. Policy is
to vote "for" proposals that remove such restrictions.

Rationale: Any reasonable means whereby shareholders can make their views known
to management or effect the governance process should be supported.


IV.      Compensation

Annual Incentive Plans or Bonus Plans are often submitted to shareholders for
approval. These plans typically award cash to executives based on company
performance. Deutsche Bank believes that the responsibility for executive
compensation decisions rest with the board of directors and/or the compensation
committee, and its policy is not to second-guess the board's award of cash
compensation amounts to executives unless a particular award or series of awards
is deemed excessive. If stock options are awarded as part of these bonus or
incentive plans, the provisions must meet Deutsche Bank's criteria regarding
stock option plans, or similar stock-based incentive compensation schemes, as
set forth below.

A.       Establishment of a Remuneration Committee (For FFT Securities)

AM policy is to vote "for" proposals that require the establishment of a
remuneration committee.

Rationale: Corporations should disclose in each annual report or proxy statement
their policies on remuneration. Essential details regarding executive
remuneration including share options, long-term incentive plans and bonuses,
should be disclosed in the annual report, so that investors can judge whether
corporate pay policies and practices meet the standard.

The remuneration committee shall not comprise any board members and should be
sensitive to the wider scene on executive pay. It should ensure that
performance-based elements of executive pay are designed to align the interests
of shareholders.

B.       Executive and Director Stock Option Plans

AM policy is to vote "for" stock option plans that meet the following criteria:

(1)      The resulting dilution of existing shares is less than (a) 15 percent
         of outstanding shares for large capital corporations or (b) 20 percent
         of outstanding shares for small-mid capital companies (companies having
         a market capitalization under one billion U.S. dollars.)

(2)      The transfer of equity resulting from granting options at less than FMV
         is no greater than 3% of the over-all market capitalization of large
         capital corporations, or 5% of market cap for small-mid capital
         companies.

(3)      The plan does not contain express repricing provisions and, in the
         absence of an express statement that options will not be repriced; the
         company does not have a history of repricing options.

(4)      The plan does not grant options on super-voting stock.

AM will support performance-based option proposals as long as a) they do not
mandate that all options granted by the company must be performance based, and
b) only certain high-level executives are subject to receive the performance
based options.

AM will support proposals to eliminate the payment of outside director pensions.

Rationale: Determining the cost to the company and to shareholders of
stock-based incentive plans raises significant issues not encountered with
cash-based compensation plans. These include the potential dilution of existing
shareholders' voting power, the transfer of equity out of the company resulting
from the grant and execution of options at less than FMV and the authority to
reprice or replace underwater options. Our stock option plan analysis model
seeks to allow reasonable levels of flexibility for a company yet still protect
shareholders from the negative impact of excessive stock compensation.
Acknowledging that small mid-capital corporations often rely more heavily on
stock option plans as their main source of executive compensation and may not be
able to compete with their large capital competitors with cash compensation, we
provide slightly more flexibility for those companies.

C.       Employee Stock Option/Purchase Plans

AM policy is to vote for employee stock purchase plans (ESPP's) when the plan
complies with Internal Revenue Code 423, allowing non-management employees to
purchase stock at 85% of FMV.

AM policy is to vote "for" employee stock option plans (ESOPs) provided they
meet the standards for stock option plans in general. However, when computing
dilution and transfer of equity, ESOPs are considered independently from
executive and director option plans.

Rationale: ESOPs and ESPP's encourage rank-and-file employees to acquire an
ownership stake in the companies they work for and have been shown to promote
employee loyalty and improve productivity.

D.       Golden Parachutes

AM policy is to vote "for" proposals to require shareholder approval of golden
parachutes and for proposals that would limit golden parachutes to no more than
three times base compensation. Policy is to vote "against" more restrictive
shareholder proposals to limit golden parachutes.

Rationale: In setting a reasonable limitation, AM considers that an effective
parachute should be less attractive than continued employment and that the IRS
has opined that amounts greater than three times annual salary, are excessive.

E.       Proposals to Limit Benefits or Executive Compensation

AM policy is to vote "against"

1.   Proposals to limit benefits, pensions or compensation and

2.   Proposals that request or require disclosure of executive compensation
     greater than the disclosure required by Securities and Exchange Commission
     (SEC) regulations.

Rationale: Levels of compensation and benefits are generally considered to be
day-to-day operations of the company, and are best left unrestricted by
arbitrary limitations proposed by shareholders.

F.       Option Expensing

AM policy is to support proposals requesting companies to expense stock options.

Rationale: Although companies can choose to expense options voluntarily, the
Financial Accounting Standards Board (FASB) does not yet require it, instead
allowing companies to disclose the theoretical value of options as a footnote.
Because the expensing of stock options lowers earnings, most companies elect not
to do so. Given the fact that options have become an integral component of
compensation and their exercise results in a transfer of shareholder value, AM
agrees that their value should not be ignored and treated as "no cost"
compensation. The expensing of stock options would promote more modest and
appropriate use of stock options in executive compensation plans and present a
more accurate picture of company operational earnings.

G.        Management board election and motion (For FFT Securities)

AM policy is to vote "against":

o        the election of board members with positions on either remuneration or
         audit committees;

o        the election of supervisory board members with too many supervisory
         board mandates;

o        "automatic" election of former board members into the supervisory
         board.

Rationale: Management as an entity, and each of its members, are responsible for
all actions of the company, and are - subject to applicable laws and regulations
- accountable to the shareholders as a whole for their actions.

Sufficient information should be disclosed in the annual company report and
account to allow shareholders to judge the success of the company.

H.       Remuneration (variable pay): (For FFT Securities)

Executive remuneration for Management Board

AM policy is to vote "for" remuneration for Management Board that is transparent
and linked to results.

Rationale: Executive compensation should motivate management and align the
interests of management with the shareholders. The focus should be on criteria
that prevent excessive remuneration; but enable the company to hire and retain
first-class professionals.

Shareholder interests are normally best served when management is remunerated to
optimise long-term returns. Criteria should include suitable measurements like
return on capital employed or economic value added.

Interests should generally also be correctly aligned when management own shares
in the company - even more so if these shares represent a substantial portion of
their own wealth.

Its disclosure shall differentiate between fixed pay, variable (performance
related) pay and long-term incentives, including stock option plans with
valuation ranges as well as pension and any other significant arrangements.

Executive remuneration for Supervisory Board

AM policy is to vote "for" remuneration for Supervisory Board that is at least
50% in fixed form.

Rationale: It would normally be preferable if performance linked compensation
were not based on dividend payments, but linked to suitable result based
parameters. Consulting and procurement services should also be published in the
company report.

I.       Long-term incentive plans (For FFT Securities)

AM policy is to vote "for" long-term incentive plans for members of a management
board that reward for above average company performance.

Rationale: Incentive plans will normally be supported if they:

o        directly align the interests of members of management boards with those
         of shareholders;

o        establish challenging performance criteria to reward only above average
         performance;

o        measure performance by total shareholder return in relation to the
         market or a range of comparable companies;

o        are long-term in nature and encourage long-term ownership of the shares
         once exercised through minimum holding periods;

o        do not allow a repricing of the exercise price in stock option plans.

J.       Shareholder Proposals Concerning "Pay for Superior Performance"

AM policy is to address pay for superior performance proposals on a case-by-case
basis, incorporating the recommendation of an independent third party proxy
research firm (currently ISS) subject to review by the GPVSC as set forth in
AM's Proxy Policies and Procedures.

Rationale: While AM agrees that compensation issues are better left to the
discretion of management, they appreciate the need to monitor for excessive
compensation practices on a case by case basis. If, after a review of the ISS
metrics, AM is comfortable with ISS's applying this calculation and will vote
according to their recommendation.

K.       Executive Compensation Advisory

AM policy is to follow management's recommended vote on shareholder proposals to
propose an advisory resolution seeking to ratify the compensation of the
company's named executive officers (NEOs) on an annual basis.

Rationale: AM believes that controls exist within senior management and
corporate compensation committees, ensuring fair compensation to executives.
This might allow shareholders to require approval for all levels of management's
compensation.

V.       Anti-Takeover Related Issues

A.       Shareholder Rights Plans ("Poison Pills")

AM policy is to vote "for" proposals to require shareholder ratification of
poison pills or that request boards to redeem poison pills, and to vote
"against" the adoption of poison pills if they are submitted for shareholder
ratification.

Rationale: Poison pills are the most prevalent form of corporate takeover
defenses and can be (and usually are) adopted without shareholder review or
consent. The potential cost of poison pills to shareholders during an attempted
takeover outweighs the benefits.

B.       Reincorporation

AM policy is to examine reincorporation proposals on a case-by-case basis. The
voting decision is based on: (1) differences in state law between the existing
state of incorporation and the proposed state of incorporation; and (2)
differences between the existing and the proposed charter/bylaws/articles of
incorporation and their effect on shareholder rights. If changes resulting from
the proposed reincorporation violate the corporate governance principles set
forth in these guidelines, the reincorporation will be deemed contrary to
shareholder's interests and a vote cast "against."

Rationale: Reincorporations can be properly analyzed only by looking at the
advantages and disadvantages to their shareholders. Care must be taken that
anti-takeover protection is not the sole or primary result of a proposed change.

C.       Fair-Price Proposals

AM policy is to vote "for" management fair-price proposals, provided that: (1)
the proposal applies only to two-tier offers; (2) the proposal sets an objective
fair-price test based on the highest price that the acquirer has paid for a
company's shares; (3) the supermajority requirement for bids that fail the
fair-price test is no higher than two-thirds of the outstanding shares; (4) the
proposal contains no other anti-takeover provisions or provisions that restrict
shareholders rights.

A vote is cast for shareholder proposals that would modify or repeal existing
fair-price requirements that do not meet these standards.

Rationale: While fair price provisions may be used as anti-takeover devices, if
adequate provisions are included, they provide some protection to shareholders
who have some say in their application and the ability to reject those
protections if desired.

D.       Exemption from state takeover laws

AM policy is to vote "for" shareholder proposals to opt out of state takeover
laws and to vote "against" management proposals requesting to opt out of state
takeover laws.

Rationale: Control share statutes, enacted at the state level, may harm
long-term share value by entrenching management. They also unfairly deny certain
shares their inherent voting rights.

E.       Non-financial Effects of Takeover Bids

Policy is to vote "against" shareholder proposals to require consideration of
non-financial effects of merger or acquisition proposals.

Rationale: Non-financial effects may often be subjective and are secondary to
AM's stated purpose of acting in its client's best economic interest.


VI.      Mergers & Acquisitions

Evaluation of mergers, acquisitions and other special corporate transactions
(i.e., takeovers, spin-offs, sales of assets, reorganizations, restructurings
and recapitalizations) are performed on a case-by-case basis incorporating
information from an independent proxy research source (currently ISS.)
Additional resources including portfolio management and research analysts may be
considered as set forth in AM's Policies and Procedures.


VII.     Social, Environmental & Political Issues

Social and environmental issues are becoming increasingly important to corporate
success. We incorporate social and environmental considerations into both our
investment decisions and our proxy voting decisions - particularly if the
financial performance of the company could be impacted.

With increasing frequency, shareholder proposals are submitted relating to
social and political responsibility issues. Almost universally, the company
management will recommend a vote "against" these proposals. These types of
proposals cover an extremely wide range of issues. Many of the issues tend to be
controversial and are subject to more than one reasonable, yet opposing, theory
of support. More so than with other types of proxy proposals, social and
political responsibility issues may not have a connection to the economic and
corporate governance principles effecting shareholders' interests. AM's policy
regarding social and political responsibility issues, as with any other issue,
is designed to protect our client shareholders' economic interests.

Occasionally, a distinction is made between a shareholder proposal requesting
direct action on behalf of the board and a request for a report on (or
disclosure of) some information. In order to avoid unduly burdening any company
with reporting requirements, AM's policy is to vote against shareholder
proposals that demand additional disclosure or reporting than is required by the
Securities and Exchange Commission unless it appears there is a legitimate issue
and the company has not adequately addressed shareholders' concerns.

A.       Labor & Human Rights

AM policy is to vote "against" adopting global codes of conduct or workplace
standards exceeding those mandated by law.

Rationale: Additional requirements beyond those mandated by law are deemed
unnecessary and potentially burdensome to companies

B.       Diversity & Equality

1.       AM policy is to vote "against" shareholder proposals to force equal
         employment opportunity, affirmative action or board diversity.

Rationale: Compliance with State and Federal legislation along with information
made available through filings with the EEOC provides sufficient assurance that
companies act responsibly and make information public.

2.       AM policy is also to vote "against" proposals to adopt the Mac Bride
         Principles. The Mac Bride Principles promote fair employment,
         specifically regarding religious discrimination.

Rationale: Compliance with the Fair Employment Act of 1989 makes adoption of the
Mac Bride Principles redundant. Their adoption could potentially lead to charges
of reverse discrimination.

C.       Health & Safety

1.       AM policy is to vote "against" adopting a pharmaceutical price
         restraint policy or reporting pricing policy changes.

Rationale: Pricing is an integral part of business for pharmaceutical companies
and should not be dictated by shareholders (particularly pursuant to an
arbitrary formula.) Disclosing pricing policies may also jeopardize a company's
competitive position in the marketplace.

2.       AM policy is to vote "against" shareholder proposals to control the use
         or labeling of and reporting on genetically engineered products.

Rationale: Additional requirements beyond those mandated by law are deemed
unnecessary and potentially burdensome to companies.

D.       Government/Military

1.       AM policy is to vote against shareholder proposals regarding the
         production or sale of military arms or nuclear or space-based weapons,
         including proposals seeking to dictate a company's interaction with a
         particular foreign country or agency.

Rationale: Generally, management is in a better position to determine what
products or industries a company can and should participate in. Regulation of
the production or distribution of military supplies is, or should be, a matter
of government policy.

2.       AM policy is to vote "against" shareholder proposals regarding
         political contributions and donations.

Rationale: The Board of Directors and Management, not shareholders, should
evaluate and determine the recipients of any contributions made by the company.

3.       AM policy is to vote "against" shareholder proposals regarding
         charitable contributions and donations.

Rationale: The Board of Directors and Management, not shareholders, should
evaluate and determine the recipients of any contributions made by the company.

E.       Tobacco

1.       AM policy is to vote "against" shareholder proposals requesting
         additional standards or reporting requirements for tobacco companies as
         well as "against" requesting companies to report on the intentional
         manipulation of nicotine content.

Rationale: Where a tobacco company's actions meet the requirements of legal and
industry standards, imposing additional burdens may detrimentally effect a
company's ability to compete. The disclosure of nicotine content information
could affect the company's rights in any pending or future litigation.

2.       Shareholder requests to spin-off or restructure tobacco businesses will
         be opposed.

Rationale: These decisions are more appropriately left to the Board and
management, and not to shareholder mandate.


VIII.    Environmental Issues

AM policy is to follow management's recommended vote on CERES Principles or
other similar environmental mandates (e.g., those relating to Greenhouse gas
emissions or the use of nuclear power).

Rationale: Environmental issues are extensively regulated by outside agencies
and compliance with additional requirements often involves significant cost to
companies.


IX.      Miscellaneous Items

A.       Ratification of Auditors

AM policy is to vote "for" a) the management recommended selection of auditors
and b) proposals to require shareholder approval of auditors.

Rationale: Absent evidence that auditors have not performed their duties
adequately, support for management's nomination is warranted.

B.       Limitation of non-audit services provided by independent auditor

AM policy is to support proposals limiting non-audit fees to 50% of the
aggregate annual fees earned by the firm retained as a company's independent
auditor.

Rationale: In the wake of financial reporting problems and alleged audit
failures at a number of companies, AM supports the general principle that
companies should retain separate firms for audit and consulting services to
avoid potential conflicts of interest. However, given the protections afforded
by the recently enacted Sarbanes-Oxley Act of 2002 (which requires Audit
Committee pre-approval for non-audit services and prohibits auditors from
providing specific types of services), and the fact that some non-audit services
are legitimate audit-related services, complete separation of audit and
consulting fees may not be warranted. A reasonable limitation is appropriate to
help ensure auditor independence and it is reasonable to expect that audit fees
exceed non-audit fees.

C.       Audit firm rotation

AM policy is to support proposals seeking audit firm rotation unless the
rotation period sought is less than five years.

Rationale: While the Sarbanes-Oxley Act mandates that the lead audit partner be
switched every five years, AM believes that rotation of the actual audit firm
would provide an even stronger system of checks and balances on the audit
function.

D.       Transaction of Other Business

AM policy is to vote against "transaction of other business" proposals.

Rationale: This is a routine item to allow shareholders to raise other issues
and discuss them at the meeting. As the nature of these issues may not be
disclosed prior to the meeting, we recommend a vote against these proposals.
This protects shareholders voting by proxy (and not physically present at a
meeting) from having action taken at the meeting that they did not receive
proper notification of or sufficient opportunity to consider.

E.       Motions to Adjourn the Meeting

AM Policy is to vote against proposals to adjourn the meeting.

Rationale: Management may seek authority to adjourn the meeting if a favorable
outcome is not secured. Shareholders should already have had enough information
to make a decision. Once votes have been cast, there is no justification for
management to continue spending time and money to press shareholders for
support.

F.       Bundled Proposals

AM policy is to vote against bundled proposals if any bundled issue would
require a vote against it if proposed individually.

Rationale: Shareholders should not be forced to "take the good with the bad" in
cases where the proposals could reasonably have been submitted separately.

G.       Change of Company Name

AM policy is to support management on proposals to change the company name.

Rationale: This is generally considered a business decision for a company.

H.       Proposals Related to the Annual Meeting

AM Policy is to vote in favor of management for proposals related to the conduct
of the annual meeting (meeting time, place, etc.)

Rationale: These are considered routine administrative proposals.

I.       Reimbursement of Expenses Incurred from Candidate Nomination

AM policy is to follow management's recommended vote on shareholder proposals
related to the amending of company bylaws to provide for the reimbursement of
reasonable expenses incurred in connection with nominating one or more
candidates in a contested election of directors to the corporation's board of
directors.

Rationale: Corporations should not be liable for costs associated with
shareholder proposals for directors.

J.       Investment Company Proxies

Proxies solicited by investment companies are voted in accordance with the
recommendations of an independent third party, currently ISS. However, regarding
investment companies for which AM or an affiliate serves as investment adviser
or principal underwriter, such proxies are voted in the same proportion as the
vote of all other shareholders. Proxies solicited by master funds from feeder
funds will be voted in accordance with applicable provisions of Section 12 of
the Investment Company Act of 1940.

Investment companies, particularly closed-end investment companies, are
different from traditional operating companies. These differences may call for
differences in voting positions on the same matter. For example, AM could vote
"for" staggered boards of closed-end investment companies, although AM generally
votes "against" staggered boards for operating companies. Further, the manner in
which AM votes investment company proxies may differ from proposals for which a
AM-advised investment company solicits proxies from its shareholders. As
reflected in the Guidelines, proxies solicited by closed-end (and open-end)
investment companies are voted in accordance with the pre-determined guidelines
of an independent third-party.

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

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


K.       International Proxy Voting

The above guidelines pertain to issuers organized in the United States, Canada
and Germany. Proxies solicited by other issuers are voted in accordance with
international guidelines or the recommendation of ISS and in accordance with
applicable law and regulation.







--------------------------------------------------------------------------------
IMPORTANT: The information contained herein is the property of Deutsche Bank
Group and may not be copied, used or disclosed in whole or in part, stored in a
retrieval system or transmitted in any form or by any means (electronic,
mechanical, reprographic, recording or otherwise) without the prior written
permission of Deutsche Bank Group.
--------------------------------------------------------------------------------



                      APPENDIX B -- RATINGS OF INVESTMENTS


Set forth below are descriptions of the ratings of Moody's Investors Service,
Inc. ("Moody's") and The Standard & Poor's Division of the McGraw-Hill
Companies, Inc.("S&P"), which represent their opinions as to the quality of the
securities which they undertake to rate. It should be emphasized, however, that
ratings are relative and subjective and are not absolute standards of quality.

S&P's Commercial Paper Ratings

A is the highest commercial paper rating category utilized by S&P, which uses
the numbers 1+, 1, 2 and 3 to denote relative strength within its A
classification. Commercial paper issues rated A by S&P have the following
characteristics: Liquidity ratios are better than industry average. Long-term
debt rating is A or better. The issuer has access to at least two additional
channels of borrowing. Basic earnings and cash flow are in an upward trend.
Typically, the issuer is a strong company in a well-established industry and has
superior management.

Moody's Commercial Paper Ratings

Issuers rated Prime-1 (or related supporting institutions) have a superior
capacity for repayment of short-term promissory obligations. Prime-1 repayment
capacity will normally be evidenced by the following characteristics: leading
market positions in well-established industries; high rates of return on funds
employed; conservative capitalization structures with moderate reliance on debt
and ample asset protection; broad margins in earnings coverage of fixed
financial charges and high internal cash generation; well-established access to
a range of financial markets and assured sources of alternate liquidity.

Issuers rated Prime-2 (or related supporting institutions) have a strong
capacity for repayment of short-term promissory obligations. This will normally
be evidenced by many of the characteristics cited above but to a lesser degree.
Earnings trends and coverage ratios, while sound, will be more subject to
variation. Capitalization characteristics, while still appropriate, may be more
affected by external conditions. Ample alternate liquidity is maintained.

Issuers rated Prime-3 (or related supporting institutions) have an acceptable
capacity for repayment of short-term promissory obligations. The effect of
industry characteristics and market composition may be more pronounced.
Variability in earnings and profitability may result in changes in the level of
debt protection measurements and the requirement for relatively high financial
leverage. Adequate alternate liquidity is maintained.

<PAGE>

                                     PART C.

                                OTHER INFORMATION

                              DWS INVESTMENT TRUST

<TABLE>
<CAPTION>
Item 23.        Exhibits
--------        --------

<S>             <C>         <C>
                (a)         (1)              Amended and Restated Declaration of Trust of DWS Investment Trust
                                             dated June 2, 2008. (Incorporated by reference to Post-Effective
                                             Amendment No. 171 to the Registration Statement, as filed on January
                                             28, 2009.)

                (a)         (2)              Amended and Restated Establishment and Designation of Series and
                                             Classes of Shares of Beneficial Interest, dated January 23, 2009 is
                                             filed herein.

                (b)         (1)              By-Laws of DWS Investment Trust, dated as of April 1, 2008.
                                             (Incorporated by reference to Post-Effective Amendment No. 170 to
                                             the Registration Statement, as filed on November 26, 2008.)

                (c)                          Incorporated by reference to (a) above.

                (d)         (1)              Investment Management Agreement between the Registrant, on behalf of
                                             DWS Capital Growth Fund, DWS Growth & Income Fund, DWS Large Company
                                             Growth Fund, DWS Small Cap Core Fund and DWS S&P 500 Index Fund and
                                             Deutsche Investment Management Americas Inc., dated June 1, 2006
                                             (July 1, 2006 for DWS S&P 500 Index Fund). (Incorporated by
                                             reference to Post-Effective Amendment No. 158 to the Registration
                                             Statement, as filed on November 28, 2006.)

                (e)         (1)              Underwriting Agreement between the Registrant and Scudder
                                             Distributors, Inc., dated September 30, 2002.  (Incorporated by
                                             reference to Post-Effective Amendment No. 139 to the Registration
                                             Statement, as filed on April 30, 2003.)

                            (2)              Underwriting and Distribution Services Agreement between the
                                             Registrant and Scudder Distributors, Inc., dated April 5, 2002 with
                                             respect to Class A, B, C and I shares. (Incorporated by reference to
                                             Post-Effective Amendment No.144 to the Registration Statement as
                                             filed on April 29, 2004.)

                (f)                          Inapplicable.

                (g)         (1)               Master Custodian Agreement between the Registrant and State Street
                                             Bank and Trust Company dated November 17, 2008. (Incorporated by
                                             reference to Post-Effective Amendment No. 171 to the Registration
                                             Statement, as filed on January 28, 2009.)



                                       3
<PAGE>

                (h)         (1)              Agency Agreement between DWS Investment Trust and DWS Scudder
                                             Investments Service Company dated April 7, 2007. (Incorporated by
                                             reference to Post-Effective Amendment No.164 to the Registration
                                             Statement as filed on May 1, 2007.)

                            (2)              Shareholder Services Agreement between the Registrant (on behalf of
                                             Scudder Capital Growth Fund, Scudder Dividend & Growth Fund, Scudder
                                             Growth and Income Fund, Scudder Large Company Growth Fund, Scudder
                                             S&P 500 Index Fund, and Scudder Small Company Stock Fund) and Kemper
                                             Distributors, Inc., dated November 13, 2000.  (Incorporated by
                                             reference to Post-Effective Amendment No. 124 to the Registration
                                             Statement, as filed on December 29, 2000.)

                            (3)              Shareholder Services Agreement For Class A, Class B and Class C
                                             Shares between the Registrant and Scudder Distributors, Inc., dated
                                             April 5, 2002.  (Incorporated by reference to Post-Effective
                                             Amendment No. 139 to the Registration Statement, as filed on April
                                             30, 2003.)

                            (4)              Letter of Indemnity to the Scudder Funds dated October 13, 2004.
                                             (Incorporated by reference to Post-Effective Amendment No.155 to the
                                             Registration Statement as filed on December 1, 2005.)

                            (5)              Letter of Indemnity to the Scudder Funds dated October 13, 2004.
                                             (Incorporated by reference to Post-Effective Amendment No.155 to the
                                             Registration Statement as filed on December 1, 2005.)

                            (6)              Letter of Indemnity to the Independent Trustees dated October 13,
                                             2004.  (Incorporated by reference to Post-Effective Amendment No.155
                                             to the Registration Statement as filed on December 1, 2005.)

                            (7)              Amended and Restated Administrative Services Agreement between DWS
                                             Investment Trust and  Deutsche Investment Management Americas Inc.,
                                             dated October 1, 2008. (Incorporated by reference to Post-Effective
                                             Amendment No. 171 to the Registration Statement, as filed on January
                                             28, 2009.)

                            (8)              Form of Mutual Fund Rule 22c-2 Information Sharing Agreement between
                                             DWS Scudder Distributors, Inc. and certain financial intermediaries
                                             is filed herein.

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

                (i)                          Legal Opinion and Consent of Counsel.  (Incorporated by reference to
                                             Post-Effective Amendment No.144 to the Registration Statement, as
                                             filed on April 29, 2004.)

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

                (k)                          Inapplicable.



                                       4
<PAGE>

                (l)                          Inapplicable.

                (m)         (1)              Rule 12b-1 Plan for Scudder Capital Growth Fund Class A, B and C
                                             Shares, dated December 29, 2000.  (Incorporated by reference to
                                             Post-Effective Amendment No. 124 to the Registration Statement, as
                                             filed on December 29, 2000.)

                            (2)              Rule 12b-1 Plan for Scudder Growth and Income Fund Class B and C
                                             Shares, dated December 29, 2000.  (Incorporated by reference to
                                             Post-Effective Amendment No. 124 to the Registration Statement, as
                                             filed on December 29, 2000.)

                            (3)              Rule 12b-1 Plan for Scudder Large Company Growth Fund Class B and C
                                             Shares, dated December 29, 2000.  (Incorporated by reference to
                                             Post-Effective Amendment No. 124 to the Registration Statement, as
                                             filed on December 29, 2000.)

                            (4)              Rule 12b-1 Plan for Scudder Small Company Stock Fund Class A, B and
                                             C Shares, dated December 29, 2000.  (Incorporated by reference to
                                             Post-Effective Amendment No. 124 to the Registration Statement, as
                                             filed on December 29, 2000.)

                            (5)              Rule 12b-1 Plan for Scudder Capital Growth Fund Class R Shares,
                                             dated October 1, 2003.  (Incorporated by reference to Post-Effective
                                             Amendment No. 141 to the Registration Statement, as filed on October
                                             1, 2003.)

                            (6)              Rule 12b-1 Plan for Scudder S&P 500 Index Fund Class A, B and C
                                             Shares, dated December 14, 2004. (Incorporated by reference to
                                             Post-Effective Amendment No. 151 to the Registration Statement, as
                                             filed on February 15, 2005.)

                (n)         (1)              Amended and Restated Multi-Distribution System Plan with respect to
                                             DWS Investment Trust, pursuant to Rule 18f-3, is filed herein.

                (p)         (1)              Code of Ethics for Deutsche Asset Management - U.S., dated January
                                             1, 2009, is filed herein.

                            (2)              The Code of Ethics of Northern Trust Investments, N.A. dated August
                                             2007, is filed herein.
</TABLE>

Item 24.          Persons Controlled by or under Common Control with Fund
--------          -------------------------------------------------------

                  None

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

                  Article IV of the Registrant's Amended and Restated Agreement
                  and Declaration of Trust (Exhibit (a)(1) hereto, which is
                  incorporated herein by reference) provides in effect that the
                  Registrant will indemnify its officers and trustees under
                  certain circumstances. However, in accordance with Section
                  17(h) and 17(i) of the Investment Company Act of 1940 and its
                  own terms, said Article of the Agreement and Declaration of
                  Trust does not protect any person against


                                       5
<PAGE>

                  any liability to the Registrant or its shareholders to which
                  such Trustee would otherwise be subject by reason of willful
                  misfeasance, bad faith, gross negligence, or reckless
                  disregard of the duties involved in the conduct of his or her
                  office.

                  Each of the trustees who is not an "interested person" (as
                  defined under the Investment Company Act of 1940) of
                  Registrant (a "Non-interested Trustee") has entered into an
                  indemnification agreement with Registrant, which agreement
                  provides that the Registrant shall indemnify the
                  Non-interested Trustee against certain liabilities which such
                  Trustee may incur while acting in the capacity as a trustee,
                  officer or employee of the Registrant to the fullest extent
                  permitted by law, now or in the future, and requires
                  indemnification and advancement of expenses unless prohibited
                  by law. The indemnification agreement cannot be altered
                  without the consent of the Non-interested Trustee and is not
                  affected by amendment of the Agreement and Declaration of
                  Trust. In addition, the indemnification agreement adopts
                  certain presumptions and procedures which may make the process
                  of indemnification and advancement of expenses, more timely,
                  efficient and certain. In accordance with Section 17(h) of the
                  Investment Company Act of 1940, the indemnification agreement
                  does not protect a Non-interested Trustee against any
                  liability to the Registrant or its shareholders to which such
                  Trustee would otherwise be subject by reason of willful
                  misfeasance, bad faith, gross negligence, or reckless
                  disregard of the duties involved in the conduct of his or her
                  office.

                  The Registrant has purchased insurance policies insuring its
                  officers and trustees against certain liabilities which such
                  officers and trustees may incur while acting in such
                  capacities and providing reimbursement to the Registrant for
                  sums which it may be permitted or required to pay to its
                  officers and trustees by way of indemnification against such
                  liabilities, subject to certain deductibles.

                  On April 5, 2002, Zurich Scudder Investments, Inc.
                  ("Scudder"), the investment adviser, now known as Deutsche
                  Investment Management Americas Inc., was acquired by Deutsche
                  Bank AG, not including certain U.K. Operations (the
                  "Transaction"). In connection with the Trustees' evaluation of
                  the Transaction, Deutsche Bank agreed to indemnify, defend and
                  hold harmless Registrant and the trustees who were not
                  "interested persons" of Scudder, Deutsche Bank or Registrant
                  (the "Independent Trustees") for and against any liability and
                  claims and expenses based upon or arising from, whether in
                  whole or in part, or directly or indirectly, any untrue
                  statement or alleged untrue statement of a material fact made
                  to the Independent Trustees by Deutsche Bank in connection
                  with the Independent Trustees' consideration of the
                  Transaction, or any omission or alleged omission of a material
                  fact necessary in order to make statements made, in light of
                  the circumstances under which they were made, not misleading.

                  Deutsche Investment Management Americas Inc. ("DIMA"), the
                  investment advisor, has agreed, subject to applicable law and
                  regulation, to indemnify and hold harmless the Registrant
                  against any loss, damage, liability and expense, including,
                  without limitation, the advancement and payment, as incurred,
                  of reasonable fees and expenses of counsel (including counsel
                  to the Registrant and counsel to the Non-interested Trustees)
                  and consultants, whether retained by the Registrant or the
                  Non-interested Trustees, and other customary costs and
                  expenses incurred by the Registrant in connection with any
                  litigation or regulatory action related to possible improper
                  market timing or other improper trading activity or possible
                  improper marketing and sales activity in the Registrant
                  ("Private Litigation and Enforcement Actions"). In the event
                  that this indemnification is unavailable to the Registrant for
                  any reason, then DIMA has agreed to contribute to the amount
                  paid or payable by the Registrant as a result of any loss,
                  damage, liability or expense in such proportion as is
                  appropriate to reflect the relative fault of DIMA and the
                  Registrant with respect to the matters which resulted in such
                  loss, damage, liability or expense, as well as any other
                  relevant equitable considerations; provided, however, if no
                  final determination is made in such action or proceeding as to
                  the relative fault of DIMA and the Registrant, then DIMA shall
                  pay the entire amount of such loss, damage, liability or
                  expense.



                                       6
<PAGE>

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

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

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

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

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

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

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




                                       7
<PAGE>

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

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

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

                  (a)

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

                  (b)

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



<TABLE>
<CAPTION>
                      (1)                             (2)                                  (3)
          DWS Investments
          Distributors, Inc.
          Name and Principal             Positions and Offices with               Positions and
          Business Address               DWS Investments Distributors, Inc.       Offices with Registrant
          ----------------               ----------------------------------       -----------------------

<S>      <C>                            <C>                                       <C>
         Philipp Hensler                Director, Chairman of the Board and CEO   None
         345 Park Avenue
         New York, NY 10154

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

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

         Cliff Goldstein                Chief Financial Officer and Treasurer     None
         100 Plaza One
         Jersey City, NJ 07311

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

         Mark Perrelli                  Vice President                            None
         345 Park Avenue
         New York, NY 10154



                                       8
<PAGE>

                      (1)                             (2)                                  (3)
          DWS Investments
          Distributors, Inc.
          Name and Principal             Positions and Offices with               Positions and
          Business Address               DWS Investments Distributors, Inc.       Offices with Registrant
          ----------------               ----------------------------------       -----------------------

         Donna White                    Chief Compliance Officer                  None
         280 Park Avenue
         New York, NY 10017

         Jason Vazquez                  Vice President and AML Compliance Officer Anti-Money Laundering
         280 Park Avenue                                                          Compliance Officer
         New York, NY 10017

         Caroline Pearson               Secretary                                 Assistant Secretary
         One Beacon Street
         Boston, MA 02108

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

         Patricia DeFilippis            Assistant Secretary                       None
         280 Park Avenue
         New York, NY 10017

         Anjie LaRocca                  Assistant Secretary                       None
         280 Park Avenue
         New York, NY 10017
</TABLE>


         (c)      Not applicable

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

                  Certain accounts, books and other documents required to be
                  maintained by Section 31(a) of the 1940 Act and the Rules
                  promulgated thereunder are maintained by Deutsche Investment
                  Management Americas Inc., 345 Park Avenue, New York, NY 10154
                  and Northern Trust Investments, N.A., 50 South La Salle
                  Street, Chicago, IL 60675. Records relating to the duties of
                  the Registrant's custodian are maintained by State Street Bank
                  and Trust Company, 225 Franklin Street, Boston, Massachusetts
                  02110. Records relating to the duties of the Registrant's
                  transfer agents are maintained by DWS Investments Service
                  Company, 210 West 10th Street, Kansas City, Missouri
                  64105-1614, or at the offices of DST Systems, Inc., 333 West
                  11th Street, Kansas City, Missouri 64105, the sub-transfer
                  agent for the Registrant.

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

                  Inapplicable.

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

                  Inapplicable.



                                       9
<PAGE>

                                   SIGNATURES
                                   ----------

         Pursuant to the requirements of the Securities Act of 1933 and the
Investment Company Act of 1940, the Registrant certifies that it meets all of
the requirements for effectiveness of this Registration Statement pursuant to
Rule 485(b) under the Securities Act of 1933 and has duly caused this amendment
to its Registration Statement to be signed on its behalf by the undersigned,
thereto duly authorized, in the City of New York and the State of New York on
the 17th day of April 2009.

                                 DWS INVESTMENT TRUST

                                  By: /s/Michael G. Clark
                                      ------------------------------
                                      Michael G. Clark*

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

<TABLE>
<CAPTION>
 SIGNATURE                                  TITLE                                        DATE
 ---------                                  -----                                        ----

<S>                                         <C>                                          <C>
 /s/Michael G. Clark
 -------------------------------------
 Michael G. Clark*                          President                                    April 17, 2009

 /s/Paul H. Schubert
 -------------------------------------
 Paul H. Schubert                           Chief Financial Officer and Treasurer        April 17, 2009

 /s/John W. Ballantine
 -------------------------------------
 John W. Ballantine*                        Trustee                                      April 17, 2009

 /s/Henry P. Becton, Jr.
 -------------------------------------
 Henry P. Becton, Jr.*                      Trustee                                      April 17, 2009

 /s/Dawn-Marie Driscoll
 -------------------------------------
 Dawn-Marie Driscoll*                       Trustee                                      April 17, 2009

 /s/Keith R. Fox
 -------------------------------------
 Keith R. Fox*                              Trustee                                      April 17, 2009

 /s/Paul K. Freeman
 -------------------------------------
 Paul K. Freeman*                           Chairperson and Trustee                      April 17, 2009

 /s/Kenneth C. Froewiss
 -------------------------------------
 Kenneth C. Froewiss*                       Trustee                                      April 17, 2009

 /s/Richard J. Herring
 -------------------------------------
 Richard J. Herring*                        Trustee                                      April 17, 2009

 /s/William McClayton
 -------------------------------------
 William McClayton*                         Trustee                                      April 17, 2009

 /s/Rebecca W. Rimel
 -------------------------------------
 Rebecca W. Rimel*                          Trustee                                      April 17, 2009

 /s/William N. Searcy, Jr.
 -------------------------------------
 William N. Searcy, Jr.*                    Trustee                                      April 17, 2009


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

 /s/Jean Gleason Stromberg
 -------------------------------------
 Jean Gleason Stromberg*                    Trustee                                      April 17, 2009

 /s/Robert H. Wadsworth
 -------------------------------------
 Robert H. Wadsworth*                       Trustee                                      April 17, 2009

 /s/Axel Schwarzer
 -------------------------------------
 Axel Schwarzer*                            Trustee                                      April 17, 2009
</TABLE>

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

**       Attorney-in-fact pursuant to the powers of attorney as filed on April
         29, 2008 in Post-Effective Amendment No. 168 to the Registration
         Statement; and as filed on October 1, 2008 in Post-Effective Amendment
         No. 169 to the Registration Statement.


<PAGE>

                                   SIGNATURES
                                   ----------

Pursuant to the requirements of the Investment Company Act of 1940, the
Registrant, DWS EQUITY 500 INDEX PORTFOLIO, has duly caused this Amendment No.
20 to its Registration Statement on Form N-1A to be signed on its behalf by the
undersigned, thereto duly authorized in the City of New York and the State of
New York, on the 17th day of April 2009.



                                          DWS EQUITY 500 INDEX PORTFOLIO


                                          By: /s/ Michael G. Clark
                                              ------------------------------
                                              Michael G. Clark*
                                              President


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

**   Attorney-in-fact pursuant to the power of attorney as contained in and
     incorporated as filed herein.
<PAGE>

<TABLE>
<S>                                     <C>                                     <C>
Cash Account Trust                      DWS International Fund, Inc.            DWS Strategic Government
Cash Management Portfolio               DWS Investment Trust                            Securities Fund
Cash Reserve Fund, Inc.                 DWS Investments VIT Funds               DWS Strategic Income Fund
DWS Advisor Funds                       DWS Investors Funds, Inc.               DWS Strategic Municipal Income
DWS Balanced Fund                       DWS Money Funds                                 Trust
DWS Blue Chip Fund                      DWS Money Market Trust                  DWS Target Date Series
DWS Communications Fund, Inc.           DWS Multi-Market Income Trust           DWS Target Fund
DWS Dreman Value Income Edge            DWS Municipal Income Trust              DWS Tax Free Trust
        Fund, Inc.                      DWS Municipal Trust                     DWS Technology Fund
DWS Equity 500 Index Portfolio          DWS Mutual Funds, Inc.                  DWS Value Builder Fund, Inc.
DWS Equity Partners Fund, Inc.          DWS Portfolio Trust                     DWS Value Equity Trust
DWS Equity Trust                        DWS RREEF Real Esate Fund,              DWS Value Series, Inc.
DWS Global/International Fund,                  Inc.                            DWS Variable Series I
        Inc.                            DWS RREEF Real Estate Fund II,          DWS Variable Series II
DWS Global Commodities Stock                    Inc.                            Investors Cash Trust
        Fund, Inc.                      DWS RREEF World Real Estate &           Tax-Exempt California Money
DWS Global High Income Fund,                    Tactical Fund, Inc.                     Market Fund
        Inc.                            DWS Securities Trust                    The Central Europe & Russian
DWS High Income Series                  DWS State Tax Free Trust                        Fund, Inc.
DWS High Income Trust                   DWS State Tax-Free Income               The European Equity Fund, Inc.
DWS Income Trust                                Series                          The New Germany Fund, Inc.
DWS Institutional Funds                 DWS Strategic Income Trust
</TABLE>

                                 (each a "Fund")

                                Power of Attorney

KNOW ALL PERSONS BY THESE PRESENTS, that the following person, whose signature
appears below, does hereby constitute and appoint John Millette, Thomas Connors
and Caroline Pearson, and each of them, severally, with full powers of
substitution, his true and lawful attorney and agent to execute in his name,
place and stead (in such capacity) any and all amendments to enable the Fund to
comply with the Securities Act of 1933, as amended (the "1933 Act") and/or the
Investment Company Act of 1940, as amended (the "1940 Act"), and any rules,
regulations or requirements of the Securities and Exchange Commission in respect
thereof, in connection with the Fund's Registration Statement pursuant to the
1933 Act and/or the 1940 Act, together with any and all pre- and post-effective
amendments thereto, including specifically, but without limiting the generality
of the foregoing, the power and authority to sign in the name and on behalf of
the undersigned as President of the Fund such Registration Statement and any and
all such pre- and post-effective amendments filed with the Securities and
Exchange Commission under the 1933 Act and/or the 1940 Act, and any other
instruments or documents related thereto, and the undersigned does hereby ratify
and confirm all that each said attorney-in-fact and agent, or may substitute or
substitutes therefor, shall lawfully do or cause to be done by virtue hereof.

SIGNATURE                    TITLE                         DATE
---------                    -----                         ----
                             President                     September 25, 2008
/s/Michael G. Clark
-------------------
Michael G. Clark

<PAGE>

                                 DWS FUNDS BOARD
                                 ---------------

                     CERTIFICATE OF THE ASSISTANT SECRETARY

          I, Caroline Pearson, do hereby certify as follows:

1.       That I am the duly elected Assistant Secretary of the Funds listed on
         the attached Appendix A, (each a "Fund," and each Fund's underlying
         portfolios, if applicable, a "Series");

2.       I further certify that the following is a complete and correct copy of
         resolutions adopted by the members of the Board of Directors/Trustees
         of the Funds at meetings duly called, convened and held on September
         19, 2008, at which a quorum was present and acting throughout, and that
         such resolutions have not been amended and are in full force and
         effect:


                  WHEREAS, the President of the Fund, Michael Clark, desires to
                  execute a Power of Attorney and thereby delegate legal
                  authority to the below-designated individuals to sign
                  Registration Statements, including any amendments, on his
                  behalf:

                  NOW THEREFORE BE IT:

                  RESOLVED, that the following individuals be, and they hereby
                  are, and each of them hereby is, given a Power of Attorney in
                  substantially the form presented to this meeting, with such
                  changes as the officers, with the advice of counsel, shall
                  recommend, to sign the Fund's Registration Statements,
                  including any amendments:

                  Thomas Connors
                  John Millette
                  Caroline Pearson; and

                  FURTHER RESOLVED, that any Registration Statement signed
                  pursuant to such Power of Attorney shall comply with Rule 483
                  (b) of the Securities Act of 1933 as amended, including, but
                  not limited to the inclusion of: (1) a copy of the authorizing
                  Power of Attorney; and (2) a certified copy of the resolutions
                  of the Board authorizing such delegation as Exhibits thereto.

IN WITNESS WHEREOF, I hereunto set my hand this twenty-fourth day of September,
2008.


                                                 /s/Caroline Pearson
                                                 -------------------
                                                 Caroline Pearson
                                                 Assistant Secretary


<PAGE>

                                   APPENDIX A

CASH ACCOUNT TRUST, and its series:
Government & Agency Securities Portfolio
Money Market Portfolio
Tax-Exempt Portfolio

CASH MANAGEMENT PORTFOLIO

CASH RESERVE FUND, INC., and its series:
Prime Series

DWS ADVISOR FUNDS, and its series:
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 BALANCED FUND

DWS BLUE CHIP FUND

DWS COMMUNICATIONS FUND, INC.

DWS DREMAN VALUE INCOME EDGE FUND, INC.

DWS EQUITY 500 INDEX PORTFOLIO

DWS EQUITY PARTNERS FUND, INC.

DWS EQUITY TRUST, and its series:
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 GLOBAL COMMODITIES STOCK FUND, INC.

DWS GLOBAL/INTERNATIONAL FUND, INC., and its series:
DWS Emerging Markets Fixed Income Fund
DWS Global Bond Fund
DWS Global Opportunities Fund
DWS Global Thematic Fund
DWS RREEF Global Infrastructure Fund

DWS GLOBAL HIGH INCOME FUND, INC.

DWS HIGH INCOME SERIES
DWS High Income Fund


<PAGE>

DWS HIGH INCOME TRUST

DWS INCOME TRUST, and its series:
DWS GNMA Fund

DWS INSTITUTIONAL FUNDS, and its series:
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. , and its series:
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, and its series:
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 TRUST, and its series:
DWS Equity 500 Index VIP
DWS Small Cap Index VIP

DWS INVESTORS FUNDS, INC., and its series:
DWS Japan Equity Fund

DWS MONEY FUNDS, and its series:
DWS Money Market Prime Series

DWS MONEY MARKET TRUST, and its series
DWS Money Market Series

DWS MULTI-MARKET INCOME TRUST

DWS MUNICIPAL INCOME TRUST

DWS MUNICIPAL TRUST, and its series:
DWS Strategic High Yield Tax-Free Fund
DWS Managed Municipal Bond Fund

DWS MUTUAL FUNDS, INC., and its series:
DWS Gold & Precious Metals Fund

DWS PORTFOLIO TRUST, and its series:
DWS Core Plus Income Fund
DWS Floating Rate Plus Fund

DWS RREEF REAL ESTATE FUND, INC.


<PAGE>

DWS RREEF REAL ESTATE FUND II, INC.

DWS RREEF WORLD REAL ESTATE & TACTICAL STRATEGIES FUND, INC.

DWS SECURITIES TRUST, and its series:
DWS Climate Change Fund
DWS Health Care Fund

DWS STATE TAX-FREE INCOME SERIES, and its series:
DWS California Tax-Free Income Fund
DWS New York Tax-Free Income Fund

DWS STATE TAX FREE TRUST, and its series:
DWS Massachusetts Tax-Free Fund

DWS STRATEGIC GOVERNMENT SECURITIES FUND

DWS STRATEGIC INCOME TRUST

DWS STRATEGIC INCOME FUND

DWS STRATEGIC MUNICIPAL INCOME TRUST

DWS TARGET DATE SERIES, and its series:
DWS LifeCompass Retirement Fund
DWS LifeCompass 2015 Fund
DWS LifeCompass 2020 Fund
DWS LifeCompass 2030 Fund
DWS LifeCompass 2040 Fund

DWS TARGET FUND, and its series:
DWS Target 2010 Fund
DWS Target 2011 Fund
DWS Target 2012 Fund
DWS Target 2013 Fund
DWS Target 2014 Fund
DWS LifeCompass Income Fund
DWS LifeCompass Protect Fund

DWS TAX FREE TRUST, and its series
DWS Intermediate Tax/AMT Free Fund

DWS TECHNOLOGY FUND

DWS VALUE BUILDER FUND, INC.


DWS VALUE EQUITY TRUST, and its series:
DWS Enhanced S&P 500 Index Fund
DWS Equity Income Fund

DWS VALUE SERIES, INC. and its series:
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


<PAGE>

DWS VARIABLE SERIES I, and its series
DWS Bond VIP
DWS Capital Growth VIP
DWS Global Opportunities VIP
DWS Growth & Income VIP
DWS Health Care VIP
DWS International VIP

DWS VARIABLE SERIES II, and its series
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

INVESTORS CASH TRUST, and its series:
Treasury Portfolio

TAX-EXEMPT CALIFORNIA MONEY MARKET FUND

<PAGE>

                                                              File No. 002-13628
                                                              File No. 811-00043



                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549



                                    EXHIBITS

                                       TO

                                    FORM N-1A

                        POST-EFFECTIVE AMENDMENT NO. 172
                            TO REGISTRATION STATEMENT

                                      UNDER

                           THE SECURITIES ACT OF 1933

                                       AND

                                AMENDMENT NO. 122
                            TO REGISTRATION STATEMENT

                                      UNDER

                       THE INVESTMENT COMPANY ACT OF 1940



                              DWS INVESTMENT TRUST



                                       10
<PAGE>

                              DWS INVESTMENT TRUST

                                  EXHIBIT INDEX

                                     (a)(2)
                                     (h)(8)
                                     (h)(9)
                                       (j)
                                     (n)(1)
                                     (p)(1)
                                     (p)(2)



                                       11