**DWS FUNDS**

[Mail            Date], 2008

Dear            Shareholders,

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

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

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

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

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

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

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

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

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

We further recommend that you approve the reclassification of            fundamental investment objectives and policies as non-fundamental for certain Funds,            which would allow the Board of a Fund to change the Fund’s investment objectives            or policies without further action by shareholders. This change would enhance a            Fund’s flexibility by allowing this Board to more easily alter the Fund’s            investment objective or policies when the Board believes it is in the best interests of            the Fund or when necessary to comply with possible future regulatory changes. Of            course, Fund shareholders would receive notice—prior to its            implementation—of any change to a Fund’s investment objective or policies            that have been approved by the Board.

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

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

 

 

|   | Sincerely yours,

Paul K. Freeman                            (Chair)

John W.                            Ballantine

Donald L.                            Dunaway

James R. Edgar

Robert B.                            Hoffman

William                            McClayton

Shirley D.                            Peterson

Robert H.                            Wadsworth |
|--------|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

 

**Questions** **& Answers**

**Q&A**

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

| **A.** | As a result of the corporate history of the DWS Funds,                            there have been, and continue to be, structural and organizational                            differences among the DWS Funds, including multiple Boards that oversee                            the DWS Funds. In addition, recent and contemplated retirements of                            several independent members of the Board that oversees your Fund(s)                            have created the need to fill vacancies on the Board. Accordingly, this                            proxy statement seeks shareholder approval for a number of proposals                            aimed at making the DWS Funds’ operations more efficient,                            including: |
|--------|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

|   | **•** | election of a slate of nominees to a common Board that                            will oversee virtually all of the DWS Funds, including your                            Fund(s); |
|--------|------------|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

|   | **•** | adoption of a common form of investment management                            agreement; |
|--------|------------|------------------------------------------------------------------------------------------|

|   | **•** | adoption of a subadviser approval policy; |
|--------|------------|-------------------------------------------|

|   | **•** | adoption of new or changes to current fundamental                            investment policies and restrictions; |
|--------|------------|--------------------------------------------------------------------------------------------------------------------|

|   | **•** | reclassification of fundamental investment objectives as                            non-fundamental; |
|--------|------------|------------------------------------------------------------------------------------------------------|

|   | **•** | reclassification of fundamental investment policies as                            non-fundamental; and |
|--------|------------|--------------------------------------------------------------------------------------------------------|

|   | **•** | adoption of a common form of agreement and declaration                            of trust. |
|--------|------------|---------------------------------------------------------------------------------------------|

Each of the Proposals is described in more detail below.

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

**PROPOSAL TO ELECT BOARD MEMBERS**

**(ALL FUNDS)**

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

| **A.** | The Board that oversees your Fund(s) and the Board of                            certain other DWS Funds (“New York DWS Funds”) recommend                            that the Chicago DWS Funds (which include your Fund(s)) and the New                            York DWS Funds be overseen by a consolidated slate of Board Members                            composed primarily of the same group of individuals. All nominees                            except for Axel Schwarzer, CEO of DWS Scudder, currently serve as                            “non-interested” Board Members (as that term is used in the                            1940 Act) of your Fund(s) or the New York DWS Funds (“Independent                            Board Members”). (The geographic references in the preceding                            sentence indicate the location in which the Board of each DWS Fund                            historically has held most of its meetings.) To accomplish this                            objective, the Board of each Chicago DWS Fund, including your Fund(s),                            has nominated, and is recommending that shareholders approve, a common,                            consolidated Board. In addition, the Board of the New York DWS Funds                            will appoint the continuing members of the Chicago DWS Funds to serve                            on a |
|--------|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

consolidated Board for the New York DWS Funds. As a result, the            consolidated Board would oversee virtually all of the DWS Funds.

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

| **A.** | As noted above, recent and contemplated retirements of                            several independent members of the Board that oversees your Fund(s)                            have created the need to fill vacancies on the Board. The Board of your                            Fund(s) believes the consolidation of the Boards overseeing the DWS                            Funds provides an opportunity to fill these vacancies with experienced                            individuals familiar with the DWS Funds and its management                            organizations. In addition, the Board of your Fund(s) believes the                            board consolidation will benefit the Chicago DWS Funds through                            increased efficiency in fund operations and oversight. |
|--------|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

**PROPOSAL TO APPROVE AN AMENDED AND RESTATED**

**INVESTMENT MANAGEMENT AGREEMENT**

**(ALL FUNDS)**

| **Q.** | **Why am I being asked to vote on an Investment                            Management Agreement?** |
|--------|----------------------------------------------------------------------------------------------------|

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

| **Q.** | **Will the services provided and fees charged by DIMA                            change if shareholders approve the Investment Management                            Agreement?** |
|--------|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

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

| **Q.** | **Why does my Fund’s Board recommend this                            proposal?** |
|--------|----------------------------------------------------------------------------------------|

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

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

| **A.** | If shareholders of your Fund(s) do not approve the                            amended and restated Investment Management Agreement, DIMA will                            continue to manage your Fund(s) pursuant to the Fund’s current                            management agreement. |
|--------|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

**PROPOSAL TO APPROVE A SUBADVISER APPROVAL POLICY**

**(ALL FUNDS)**

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

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

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

| **A.** | Although your Fund(s) does not currently have a                            subadviser, your Fund’s Board recommends this proposal in order                            to provide DIMA with greater flexibility in selecting, supervising and                            evaluating any subadvisers in the future without incurring additional                            expense and potential delays in seeking shareholder approval, while                            remaining subject to Board oversight and supervision. |
|--------|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

**PROPOSAL TO APPROVE THE REVISION OF**

**FUNDAMENTAL INVESTMENT POLICIES**

**(ALL FUNDS)**

| **Q.** | **Why am I being asked to vote for the revision of my                            Fund’s fundamental investment policies?** |
|--------|----------------------------------------------------------------------------------------------------------------------------------|

| **A.** | Your Fund’s Board is seeking to revise certain of                            your Fund’s current fundamental investment policies. In order to                            revise investment policies that are “fundamental,” the 1940                            Act requires shareholder approval. |
|--------|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

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

| **A.** | Your Fund’s Board, together with DIMA, has                            reviewed your Fund’s fundamental investment policies with the                            goals of simplifying them and conforming them with the fundamental                            investment policies of other DWS Funds. This will simplify the process                            of monitoring |
|--------|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

compliance with investment policies. This Proposal seeks shareholder            approval of changes intended to further these goals.

| **Q.** | **What effect would the revisions to my Fund’s                            fundamental investment policies have on my Fund?** |
|--------|------------------------------------------------------------------------------------------------------------------------------------|

| **A.** | The proposed revised policies do not affect the                            investment objectives of your Fund, which would remain unchanged                            (except that for certain funds, investment objectives that are                            currently “fundamental” are proposed to be made                            “nonfundamental,” which means they could be changed by                            board action without shareholder approval) (See Proposal IV).                            Except as discussed in Proposal III.C.i and Proposal IV.B,                            the proposed modifications are not expected to significantly affect the                            manner in which your Fund is managed. However, if certain changes are                            approved (e.g., greater authority to borrow money or to purchase                            restricted securities) and a Fund utilizes that increased authority, a                            Fund may be subject to higher risks than previously. |
|--------|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

**PROPOSAL TO APPROVE THE RECLASSIFICATION OF INVESTMENT**

**OBJECTIVES FROM FUNDAMENTAL TO NON-FUNDAMENTAL**

**(Government & Agency Securities Portfolio, Money Market            Portfolio,**

**Tax-Exempt Portfolio, Tax-Exempt California Money Market            Fund)**

| **Q.** | **Why am I being asked to vote for the reclassification                            of the investment objective of my Fund from fundamental to                            non-fundamental?** |
|--------|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

| **A.** | In order to reclassify an investment objective from                            fundamental to non-fundamental, shareholder approval is                            necessary. |
|--------|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

| **Q.** | **Why did my Fund’s board recommend this                            proposal?** |
|--------|---------------------------------------------------------------------------------------|

| **A.** | There is no requirement that a fund’s investment                            objective be fundamental. If approved by shareholders, this proposal                            would allow the board to change the Fund’s investment objective                            when the board believes it is in the best interests of the Fund or when                            necessary to comply with possible future regulatory changes. |
|--------|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

**PROPOSAL TO APPROVE THE RECLASSIFICATION OF INVESTMENT**

**POLICIES FROM FUNDAMENTAL TO NON-FUNDAMENTAL**

**(Government & Agency Securities Portfolio, Money Market            Portfolio**

**and Tax-Exempt Portfolio)**

| **Q.** | **Why am I being asked to vote for the reclassification                            of the investment policy of my Fund from fundamental to                            non-fundamental?** |
|--------|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

| **A.** | In order to reclassify an investment policy from                            fundamental to non-fundamental, shareholder approval is                            necessary. |
|--------|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

| **Q.** | **Why did my Fund’s board recommend this                            proposal?** |
|--------|---------------------------------------------------------------------------------------|

| **A.** | Each Fund’s prospectus currently contains a                            statement that characterizes the investment policies of the Fund as                            fundamental, unless otherwise stated. This statement is overbroad and,                            therefore, creates difficulty in operating a Fund and for current or                            potential shareholders of a Fund in determining which policies of the                            Fund are fundamental. There is no requirement that a fund’s                            investment policy be fundamental. If approved by shareholders, this                            proposal would allow the |
|--------|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

board to change the Fund’s investment policy when the board            believes it is in the best interests of the Fund or when necessary to comply with            possible future regulatory changes.

**PROPOSAL TO APPROVE THE AMENDED AND RESTATED DECLARATION OF            TRUST**

**(ALL FUNDS)**

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

| **A.** | DIMA is seeking to amend your Fund’s current                            Declaration of Trust. Under your Fund’s current Declaration of                            Trust and Massachusetts state law, the proposed amendments require                            shareholder approval. |
|--------|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

| **Q.** | **What is a Declaration of Trust?** |
|--------|-------------------------------------|

| **A.** | A Declaration of Trust is the constitutional document                            that governs the corporate actions of a fund that is part of a                            Massachusetts business trust. A Declaration of Trust sets forth, among                            other things, details regarding the organization of the fund,                            shareholder rights, powers of the board of a fund and the                            characteristics of fund shares. Shareholders of funds that are part of                            a Massachusetts business trust will be asked to vote to approve an                            Amended and Restated Declaration of Trust (see Proposal V). The                            notice for the upcoming special meeting indicates which Funds are                            series of which Trust. |
|--------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

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

| **A.** | Your Fund’s Board believes that it is in the best                            interests of the Funds to use the opportunity presented by this                            shareholder meeting to modernize the Funds’ current Declarations                            of Trust and to make them as uniform as possible across all of the                            Massachusetts business trusts that the proposed consolidated Board                            would oversee. It is anticipated that the overall effect of these                            changes will be to make the administration of the Funds more efficient                            and to provide more flexibility for the operations of the Funds, within                            the limits of applicable law. |
|--------|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

| **Q.** | **What effect would the adoption of an Amended and                            Restated Declaration of Trust have on my Fund?** |
|--------|--------------------------------------------------------------------------------------------------------------------------------|

| **A.** | A description of the primary differences between your                            Fund’s current Declaration of Trust and the Amended and Restated                            Declaration of Trust is set forth in Proposal V of the attached                            Proxy Statement. Adoption of an Amended and Restated Declaration of                            Trust will not alter in any way the Board Members’ existing                            duties of care and loyalty, nor will your Funds’ current                            investments and investment policies change by virtue of the adoption of                            an Amended and Restated Declaration of Trust. |
|--------|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

**GENERAL**

| **Q.** | **How can I vote?** |
|--------|---------------------|

| **A.** | You can vote in any one of four ways: |
|--------|---------------------------------------|

|   | (1) | Via the Internet, by going to the website listed on your                            proxy card; |
|--------|-----|-------------------------------------------------------------------------------------------------|

|   | (2) | By telephone, with a toll-free call to the number listed                            on your proxy card; |
|--------|-----|---------------------------------------------------------------------------------------------------------|

|   | (3) | By mail, by sending the enclosed proxy card, signed and                            dated, to us in the enclosed envelope; or |
|--------|-----|------------------------------------------------------------------------------------------------------------------------------|

|   | (4) | In person, by attending the special meeting. |
|--------|-----|----------------------------------------------|

We encourage you to vote over the Internet or by telephone, following            the instructions that appear on your proxy card. Whichever method you choose, please            take the time to read the full text of the Proxy Statement before you vote.

| **Q.** | **Whom should I call for additional information about                            the attached proxy statement?** |
|--------|------------------------------------------------------------------------------------------------------------------|

| **A.** | Please call D.F. King & Co., your Fund’s                            proxy solicitor, at 1-800-714-3305. |
|--------|------------------------------------------------------------------------------------------------------------------------|

**CASH ACCOUNT TRUST (“CAT”)**

**Government & Agency Securities Portfolio**

**Money Market Portfolio**

**Tax-Exempt Portfolio**

**DWS MONEY FUNDS**

**DWS Money Market Prime Series**

**INVESTORS CASH TRUST (“ICT”)**

**Treasury Portfolio**

**TAX-EXEMPT CALIFORNIA MONEY MARKET FUND**

**222 South Riverside Plaza, Chicago, IL 60606**

 

**NOTICE OF A SPECIAL MEETING OF SHAREHOLDERS**

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

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

To the shareholders of the DWS Funds listed above:

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

 

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

                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      | Election of Board                            Members                                                                                                                                      |
|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| **PROPOSAL** **II.A:**(All Funds)

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

                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          | Approval of a Subadviser                            Approval Policy                                                                                                                       |
| **PROPOSAL** **III.A:**                                                                                        (Government & Agency Securities Portfolio, Money                            Market Portfolio, Tax-Exempt Portfolio and Tax-Exempt California Money                            Market Fund)

  | Approval of a Revised                            Fundamental Investment Policy Regarding Borrowing Money                                                                                  |
| **PROPOSAL** **III.B:**                                                                                        (Government & Agency Securities Portfolio, Money                            Market Portfolio, Tax-Exempt Portfolio and Tax-Exempt California Money                            Market Fund)

  | Approval of a Revised                            Fundamental Investment Policy Regarding Senior Securities                                                                                |
| **PROPOSAL** **III.C.i:**                                                                                     (Money Market Portfolio and DWS Money Market Prime                            Series)

                                                                                                                           | Approval of a Revised                            Fundamental Investment Policy Regarding the Concentration for Funds                            That Will Concentrate in Bank Obligations |

 

| **PROPOSAL** **III.C.ii:**                                                                                    (Tax-Exempt Portfolio and Tax-Exempt California Money                            Market Fund)

                                                                                                                                    | Approval of a Revised                            Fundamental Investment Policy Regarding the Concentration for Funds                            That Will Not Concentrate in Bank Obligations |
|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| **PROPOSAL** **III.D:**                                                                                        (Government & Agency Securities Portfolio, Money                            Market Portfolio, Tax-Exempt Portfolio and Tax-Exempt California Money                            Market Fund)

              | Approval of a Revised                            Fundamental Investment Policy Regarding the Underwriting of                            Securities                                            |
| **PROPOSAL** **III.E:**                                                                                        (Government & Agency Securities Portfolio, Money                            Market Portfolio, Tax-Exempt Portfolio and Tax-Exempt California Money                            Market Fund)

              | Approval of a Revised                            Fundamental Investment Policy Regarding Real Estate                            Investments                                                   |
| **PROPOSAL** **III.F:**                                                                                         (All Funds)

                                                                                                                                                                                           | Approval of a Revised                            Fundamental Investment Policy Regarding Commodities                                                                                          |
| **PROPOSAL** **III.G:**                                                                                        (Government & Agency Securities Portfolio, Money                            Market Portfolio, Tax-Exempt Portfolio and Tax-Exempt California Money                            Market Fund)

              | Approval of a Revised                            Fundamental Investment Policy Regarding Lending                                                                                              |
| **PROPOSAL** **III.H:**                                                                                        (Government & Agency Securities Portfolio, Money                            Market Portfolio, Tax-Exempt Portfolio and Tax-Exempt California Money                            Market Fund)

              | Approval of a Revised                            Fundamental Investment Policy Regarding Portfolio Diversification for                            Diversified Funds                           |
| **PROPOSAL** **III.I:**                                                                                          (Government & Agency Securities Portfolio, Money                            Market Portfolio, Tax-Exempt Portfolio and Tax-Exempt California Money                            Market Fund)

  | Approval of the Removal                            of the Fundamental Investment Policy Regarding Investing for                            Control                                            |
| **PROPOSAL** **III.J:**                                                                                         (Tax-Exempt California Money Market Fund)

                                                                                                                                                             | Approval of the Removal                            of the Fundamental Investment Policy Regarding Restricted and Illiquid                            Securities                               |
| **PROPOSAL** **III.K:**                                                                                        (Government & Agency Securities Portfolio, Money                            Market Portfolio, Tax-Exempt Portfolio and Tax-Exempt California Money                            Market Fund)

              | Approval of the Removal                            of the Fundamental Investment Policy Regarding Margin                            Transactions                                              |
| **PROPOSAL** **III.L:**                                                                                        (Tax-Exempt California Money Market Fund)

                                                                                                                                                                   | Approval of the Removal                            of the Fundamental Investment Policy Regarding Securities Issued by                            Other Investment Companies                  |
| **PROPOSAL** **III.M:**                                                                                       (Government & Agency Securities Portfolio, Money                            Market Portfolio, Tax-Exempt Portfolio and Tax-Exempt California Money                            Market Fund)

                    | Approval of the Removal                            of the Fundamental Investment Policy Regarding Short Sales                                                                                 |

 

| **PROPOSAL** **III.N:**                                                                                        (Government & Agency Securities Portfolio, Money                            Market Portfolio, Tax-Exempt Portfolio and Tax-Exempt California Money                            Market Fund)

        | Approval of the Removal                            of the Fundamental Investment Policy Regarding Options                                                                                                                                                 |
|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| **PROPOSAL** **III.O:**                                                                                        (Government & Agency Securities Portfolio, Money                            Market Portfolio, Tax-Exempt Portfolio and Tax-Exempt California Money                            Market Fund)

        | Approval of the Removal                            of the Fundamental Investment Policy Regarding Issuers Whose Securities                            Are Owned by Officers and Trustees of the Fund or its Investment                            Adviser |
| **PROPOSAL** **III.P:**                                                                                         (Tax-Exempt California Money Market Fund)

                                                                                                                                                       | Approval of the Removal                            of the Fundamental Investment Policy Regarding Issuers with Short                            Histories                                                                                                 |
| **PROPOSAL** **III.Q:**                                                                                        (Tax-Exempt California Money Market Fund)

                                                                                                                                                             | Approval of the Removal                            of the Fundamental Investment Policy Regarding Investment Objectives                            and Policies                                                                                           |
| **PROPOSAL** **III.R:**                                                                                        (Tax-Exempt California Money Market Fund)

                                                                                                                                                             | Approval of the Removal                            of the Fundamental Investment Policy Regarding Pledging                            Assets                                                                                                              |
| **PROPOSAL** **III.S:**                                                                                         (Government & Agency Securities Portfolio, Money                            Market Portfolio, Tax-Exempt Portfolio and Tax-Exempt California Money                            Market Fund)

  | Approval of the Removal                            of the Fundamental Investment Policy Regarding Oil, Gas and Mineral                            Programs                                                                                                |
| **PROPOSAL** **IV.A:**                                                                                        (Government & Agency Securities Portfolio, Money                            Market Portfolio, Tax-Exempt Portfolio and Tax-Exempt California Money                            Market Fund)

         | Approval of a                            Reclassification of Fundamental Investment Objectives as                            Non-Fundamental                                                                                                              |
| **PROPOSAL** **IV.B:**                                                                                         (Government & Agency Securities Portfolio, Money                            Market Portfolio and Tax-Exempt Portfolio)

                                                                       | Approval of a                            Reclassification of Fundamental Investment Policies as                            Non-Fundamental                                                                                                                |
| **PROPOSAL** **V:**(All Funds)

                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   | Approval of Amended and                            Restated Declarations of Trust                                                                                                                                                                         |

 

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

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

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

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

 

|   | Sincerely yours,

Paul K. Freeman                            (Chair)

John W.                            Ballantine

Donald L.                            Dunaway

James R. Edgar

Robert B.                            Hoffman

William                            McClayton

Shirley D.                            Peterson

Robert H.                            Wadsworth

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

 

**We urge you to mark, sign, date and mail the enclosed proxy card in            the postage-paid envelope provided or to record your voting instructions by telephone            or via the Internet so that you will be represented at the Meeting. If you complete and            sign the proxy card (or tell us how you want to vote by voting by telephone or via the            Internet), we will vote it exactly as you tell us. If you simply sign the proxy card,            we will vote it in accordance with the Board’s recommendation on each Proposal            applicable to your Fund. Your prompt return of the enclosed proxy card (or your voting            by telephone or via the Internet) may save the necessity and expense of further            solicitations. You may receive more than one proxy card because several shareholder            special meetings are being held in connection with this proxy statement. If so, please            return each one. If you have any questions, please call D.F.            King** **& Co., your            Fund’s proxy solicitor, at the special toll-free number we have set up for you            (1-800-714-3305), or contact your financial advisor.**

**INSTRUCTIONS FOR SIGNING PROXY CARDS**

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

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

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

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

 

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

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

 

**JOINT PROXY STATEMENT**

**FOR THE SPECIAL MEETING OF SHAREHOLDERS**

**[Effective Date], 2008**

**GENERAL**

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

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

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

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

 

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

                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             | Election of Board                            Members                                                     |
|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|----------------------------------------------------------------------------------------------------------|
| **PROPOSAL** **II.A:**(All Funds)

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

                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          | Approval of a Subadviser                            Approval Policy                                      |
| **PROPOSAL** **III.A:**                                                                                        (Government & Agency Securities Portfolio, Money                            Market Portfolio, Tax-Exempt Portfolio and Tax-Exempt California Money                            Market Fund)

  | Approval of a Revised                            Fundamental Investment Policy Regarding Borrowing Money |

 

| **PROPOSAL** **III.B:**                                                                                        (Government & Agency Securities Portfolio, Money                            Market Portfolio, Tax-Exempt Portfolio and Tax-Exempt California Money                            Market Fund)

              | Approval of a Revised                            Fundamental Investment Policy Regarding Senior Securities                                                                                    |
|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| **PROPOSAL** **III.C.i:**                                                                                     (Money Market Portfolio and DWS Money Market Prime                            Series)

                                                                                                                                       | Approval of a Revised                            Fundamental Investment Policy Regarding the Concentration for Funds                            That Will Concentrate in Bank Obligations     |
| **PROPOSAL** **III.C.ii:**                                                                                    (Tax-Exempt Portfolio and Tax-Exempt California Money                            Market Fund)

                                                                                                                                    | Approval of a Revised                            Fundamental Investment Policy Regarding the Concentration for Funds                            That Will Not Concentrate in Bank Obligations |
| **PROPOSAL** **III.D:**                                                                                        (Government & Agency Securities Portfolio, Money                            Market Portfolio, Tax-Exempt Portfolio and Tax-Exempt California Money                            Market Fund)

              | Approval of a Revised                            Fundamental Investment Policy Regarding the Underwriting of                            Securities                                            |
| **PROPOSAL** **III.E:**                                                                                        (Government & Agency Securities Portfolio, Money                            Market Portfolio, Tax-Exempt Portfolio and Tax-Exempt California Money                            Market Fund)

              | Approval of a Revised                            Fundamental Investment Policy Regarding Real Estate                            Investments                                                   |
| **PROPOSAL** **III.F:**                                                                                         (All Funds)

                                                                                                                                                                                           | Approval of a Revised                            Fundamental Investment Policy Regarding Commodities                                                                                          |
| **PROPOSAL** **III.G:**                                                                                        (Government & Agency Securities Portfolio, Money                            Market Portfolio, Tax-Exempt Portfolio and Tax-Exempt California Money                            Market Fund)

              | Approval of a Revised                            Fundamental Investment Policy Regarding Lending                                                                                              |
| **PROPOSAL** **III.H:**                                                                                        (Government & Agency Securities Portfolio, Money                            Market Portfolio, Tax-Exempt Portfolio and Tax-Exempt California Money                            Market Fund)

              | Approval of a Revised                            Fundamental Investment Policy Regarding Portfolio Diversification for                            Diversified Funds                           |
| **PROPOSAL** **III.I:**                                                                                          (Government & Agency Securities Portfolio, Money                            Market Portfolio, Tax-Exempt Portfolio and Tax-Exempt California Money                            Market Fund)

  | Approval of the Removal                            of the Fundamental Investment Policy Regarding Investing for                            Control                                            |
| **PROPOSAL** **III.J:**                                                                                         (Tax-Exempt California Money Market Fund)                                                                                                                                                                    | Approval of the Removal                            of the Fundamental Investment Policy Regarding Restricted and Illiquid                            Securities                               |
| **PROPOSAL** **III.K:**                                                                                        (Government & Agency Securities Portfolio, Money                            Market Portfolio, Tax-Exempt Portfolio and Tax-Exempt California Money                            Market Fund)

              | Approval of the Removal                            of the Fundamental Investment Policy Regarding Margin                            Transactions                                              |

 

| **PROPOSAL** **III.L:**                                                                                        (Tax-Exempt California Money Market Fund)

                                                                                                                                                             | Approval of the Removal                            of the Fundamental Investment Policy Regarding Securities Issued by                            Other Investment Companies                                                                              |
|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| **PROPOSAL** **III.M:**                                                                                       (Government & Agency Securities Portfolio, Money                            Market Portfolio, Tax-Exempt Portfolio and Tax-Exempt California Money                            Market Fund)

              | Approval of the Removal                            of the Fundamental Investment Policy Regarding Short Sales                                                                                                                                             |
| **PROPOSAL** **III.N:**                                                                                        (Government & Agency Securities Portfolio, Money                            Market Portfolio, Tax-Exempt Portfolio and Tax-Exempt California Money                            Market Fund)

        | Approval of the Removal                            of the Fundamental Investment Policy Regarding Options                                                                                                                                                 |
| **PROPOSAL** **III.O:**                                                                                        (Government & Agency Securities Portfolio, Money                            Market Portfolio, Tax-Exempt Portfolio and Tax-Exempt California Money                            Market Fund)

        | Approval of the Removal                            of the Fundamental Investment Policy Regarding Issuers Whose Securities                            Are Owned by Officers and Trustees of the Fund or its Investment                            Adviser |
| **PROPOSAL** **III.P:**                                                                                         (Tax-Exempt California Money Market Fund)

                                                                                                                                                       | Approval of the Removal                            of the Fundamental Investment Policy Regarding Issuers with Short                            Histories                                                                                                 |
| **PROPOSAL** **III.Q:**                                                                                        (Tax-Exempt California Money Market Fund)

                                                                                                                                                             | Approval of the Removal                            of the Fundamental Investment Policy Regarding Investment Objectives                            and Policies                                                                                           |
| **PROPOSAL** **III.R:**                                                                                        (Tax-Exempt California Money Market Fund)

                                                                                                                                                             | Approval of the Removal                            of the Fundamental Investment Policy Regarding Pledging                            Assets                                                                                                              |
| **PROPOSAL** **III.S:**                                                                                         (Government & Agency Securities Portfolio, Money                            Market Portfolio, Tax-Exempt Portfolio and Tax-Exempt California Money                            Market Fund)

  | Approval of the Removal                            of the Fundamental Investment Policy Regarding Oil, Gas and Mineral                            Programs                                                                                                |
| **PROPOSAL** **IV.A:**                                                                                        (Government & Agency Securities Portfolio, Money                            Market Portfolio, Tax-Exempt Portfolio and Tax-Exempt California Money                            Market Fund)

         | Approval of                            Reclassification of Fundamental Investment Objectives as                            Non-Fundamental                                                                                                                |
| **PROPOSAL** **IV.B:**                                                                                         (Government & Agency Securities Portfolio, Money                            Market Portfolio and Tax-Exempt Portfolio)

                                                                       | Approval of                            Reclassification of Fundamental Investment Policies as                            Non-Fundamental                                                                                                                  |
| **PROPOSAL** **V:**(All Funds)

                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   | Approval of Amended and                            Restated Declarations of Trust                                                                                                                                                                         |

 

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

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

**PROPOSAL** **I**

**ELECTION OF BOARD MEMBERS**

**(ALL FUNDS)**

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

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

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

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

**Background**

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

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

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

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

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

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

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

**Board Considerations**

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

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

|   | **•** | *Composition of the Consolidated                            Board*. The Board considered the diversity and                            experience of the nominees that would comprise the consolidated Board.                            The Board noted that the |
|--------|------------|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

nominees have distinguished careers in government, law, finance,            academia and other areas and would bring a wide range of expertise to the expanded            Board. In addition, all independent nominees have experience as Board Members            overseeing other DWS Funds.

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

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

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

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

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

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

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

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

**Board Member Nominees**

Information is provided below as of October 31, 2007 for each            nominee for election at the Meeting. The first section of the table lists information            for each nominee who is an Independent Board Member nominee. Information for            Mr. Schwarzer, who would be an interested Board Member by virtue of his positions            with DeAM, appears in the second section of the table.

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

 

| **Name and Year of                                Birth(1)**     | **Business Experience and                                Directorships****During the Past 5 Years**                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      | **Position with the DWS                                Funds and Length of Time Served** |
|------------------------------------------------------------------|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|------------------------------------------------------------------------------------------|
| **Independent Board                            Member Nominees** |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |                                                                                     |
| John W. Ballantine                            (1946)             | Retired; formerly,                            Executive Vice President and Chief Risk Management Officer, First                            Chicago NBD Corporation/The First National Bank of Chicago (1996-1998);                            Executive Vice President and Head of International Banking (1995-1996).                            Directorships: Healthways Inc. (provider of disease and care management                            services); Portland General Electric (utility company); Stockwell                            Capital Investments PLC (private equity). Former Directorships: First                            Oak Brook Bancshares, Inc. and Oak Brook Bank                                                                                                                                                                                                                                                                                                                                          | Chicago Board Member                            since 1999.                              |
| Henry P. Becton, Jr.                            (1943)           | Vice Chairman, WGBH                            Educational Foundation (formerly President 1984-2007). Directorships:                            Association of Public Television Stations; Becton Dickinson and Company                            (medical technology company); Belo Corporation (media company); Boston                            Museum of Science; PBS Foundation; and Public Radio International.                            Former Directorships: American Public Television; Concord Academy; New                            England Aquarium; Mass. Corporation for Educational Telecommunications;                            Committee for Economic Development; Public Broadcasting                            Service                                                                                                                                                                                                                                                                                       | New York Board Member                            since 1990.2                            |
| Dawn-Marie Driscoll                            (1946)            | President, Driscoll                            Associates (consulting firm); Executive Fellow, Center for Business                            Ethics, Bentley College; formerly, Partner, Palmer & Dodge                            (1988-1990); Vice President of Corporate Affairs and General Counsel,                            Filene’s (1978-1988). Directorships: Trustee of 8 open-end mutual                            funds managed by Sun Capital Advisers, Inc. (since 2007); Director of                            ICI Mutual Insurance Company (since 2007); Advisory Board, Center for                            Business Ethics, Bentley College; Trustee, Southwest Florida Community                            Foundation (charitable organization); Former Directorships: Investment                            Company Institute (audit, executive, nominating committees) and                            Independent Directors Council (governance, executive                            committees) | New York Board Member                            since 1987,2 Chairman since 2004.       |
| Keith R. Fox                            (1954)                   | Managing General Partner,                            Exeter Capital Partners (a series of private equity funds).                            Directorships: Progressive Holding Corporation (kitchen goods importer                            and distributor); Natural History, Inc. (magazine publisher); Box Top                            Media Inc. (advertising); The Kennel Shop (retailer)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      | New York Board Member                            since 1996.2                            |
| Paul K. Freeman                            (1950)                | Consultant, World                            Bank/Inter-American Development Bank; formerly, Project Leader,                            International Institute for Applied Systems Analysis (1998-2001); Chief                            Executive Officer, The Eric Group, Inc. (environmental insurance)                            (1986-1998). Formerly, Trustee of funds managed by DIMA or its                            affiliates (1993-2002).                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                | Chicago Board Member                            since 2002, Chairman since 2007.         |

 

 

| Kenneth C. Froewiss                            (1945)    | Clinical Professor of                            Finance, NYU Stern School of Business (1997-present); Member, Finance                            Committee, Association for Asian Studies (2002-present); Director,                            Mitsui Sumitomo Insurance Group (US) (2004-present); prior thereto,                            Managing Director, J.P. Morgan (investment banking firm) (until                            1996)                                                                                                                                                                                                                                                                                                                                       | New York Board Member                            since 2001.2 |
|----------------------------------------------------------|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|---------------------------------------------------------------|
| Richard J. Herring                            (1946)     | Jacob Safra Professor of                            International Banking and Professor, Finance Department, The Wharton                            School, University of Pennsylvania (since July 1972); Co-Director,                            Wharton Financial Institutions Center (since July 2000); Director,                            Japan Equity Fund, Inc. (since September 2007), Thai Capital Fund, Inc.                            (since September 2007), Singapore Fund, Inc. (since September 2007).                            Formerly, Vice Dean and Director, Wharton Undergraduate Division (July                            1995-June 2000); Director, Lauder Institute of International Management                            Studies (July 2000-June 2006) | New York Board Member                            since 1990.2 |
| William McClayton                            (1944)      | Chief Administration                            Officer, Diamond Management & Technology Consultants, Inc. (global                            management consulting firm) (2001-present); formerly, Senior Partner,                            Arthur Andersen LLP (accounting) (1966-2001). Directorships: Board of                            Managers, YMCA of Metropolitan Chicago; formerly, Trustee, Ravinia                            Festival.                                                                                                                                                                                                                                                                                                                           | Chicago Board Member                            since 2004.   |
| Rebecca W. Rimel                            (1951)       | President and Chief                            Executive Officer, The Pew Charitable Trusts (charitable organization)                            (1994 to present); Trustee, Thomas Jefferson Foundation (charitable                            organization) (1994 to present); Trustee, Executive Committee,                            Philadelphia Chamber of Commerce (2001 to present). Formerly, Executive                            Vice President, The Glenmede Trust Company (investment trust and wealth                            management) (1983-2004); Board Member, Investor Education (charitable                            organization) (2004-2005); Director, Viasys Health Care (January                            2007-June 2007)                          | New York Board Member                            since 1995.2 |
| William N. Searcy, Jr.                            (1946) | Private investor since                            October 2003; Trustee of 8 open-end mutual funds managed by Sun Capital                            Advisers, Inc. (since October 1998). Formerly, Pension & Savings                            Trust Officer, Sprint Corporation (telecommunications) (November                            1989-September 2003)                                                                                                                                                                                                                                                                                                                                                                                                                 | New York Board Member                            since 1993.2 |
| Jean Gleason Stromberg                            (1943) | Retired. Formerly,                            Consultant (1997-2001); Director, US Government Accountability Office                            (1996-1997); Partner, Fulbright & Jaworski, L.L.P. (law firm)                            (1978-1996). Directorships: The William and Flora Hewlett Foundation;                            Service Source, Inc. Former Directorships: Mutual Fund Directors Forum                            (2002-2004), American Bar Retirement Association (funding vehicle for                            retirement plans) (1987-1990 and 1994-1996)                                                                                                                                                                                           | New York Board Member                            since 1997.2 |
| Robert H. Wadsworth                            (1940)    | President, Robert H.                            Wadsworth & Associates, Inc. (consulting firm) (1983 to present).                            Formerly, Trustee of funds managed by DIMA or its affiliates                            (1999-2004).                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 | Chicago Board Member                            since 2004.   |

 

 

| **Interested Board Member Nominee** |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |                              |
|-------------------------------------|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|-----------------------------------|
| Axel Schwarzer

(1958)

       | Managing Director, Deutsche Asset Management; Head of                            Deutsche Asset Management Americas; CEO of DWS Scudder; formerly, board                            member of DWS Investments, Germany (1999-2005); formerly, Head of Sales                            and Product Management for the Retail and Private Banking Division of                            Deutsche Bank in Germany (1997-1999); formerly, various strategic and                            operational positions for Deutsche Bank Germany Retail and Private                            Banking Division in the field of investment funds, tax driven                            instruments and asset management for corporates (1989-1996) | New York Board Member since 2006. |

 

_____________

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

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

 

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

**Compensation of Trustees and Officers**

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

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

To facilitate the nomination of the consolidated Board, certain            Independent Board Members of the Chicago DWS Funds agreed not to stand for re-election.            Independent Board Members of the Chicago DWS Funds are not entitled to benefits under            any pension or retirement plan. However, the Board of each Chicago DWS Fund determined            that, particularly given the benefits that would accrue to the Chicago DWS Funds from            the consolidation of the Boards, it was appropriate to provide the four Independent            Board Members who were not standing for re-election for various Chicago DWS Funds a            retirement agreement, the terms of which include a one-time benefit. Pursuant to a            separate agreement between the Chicago DWS Funds and DIMA, DIMA has agreed to reimburse            the Funds for the cost of such benefit, given that DIMA and its affiliates also expect            to benefit from administrative efficiencies of a consolidated Board. Messrs. Dunaway,            Edgar and Hoffman, and Ms. Peterson, the Independent Board Members who are not standing            for re-election (each a “Non-Continuing Board Member”), will each receive a            one-time retirement payment, the amount of the retirement payment is based on the            product of (i) such individual’s current annual Board Member compensation            times (ii) the lesser of five years or the number of years (and/or portion            thereof) from the expected Consolidation Date to the date when such individual would            reach the Funds’ mandatory retirement age. As DIMA will also benefit from the            administrative efficiencies of a consolidated Board, DIMA has agreed to reimburse the            Funds for the cost

of the            retirement payments. The amount to be received by each Non-Continuing Board Member is            as follows: $354,375 in the aggregate for all the Chicago DWS Funds (between $64 and            $68,321 per Fund) for Mr. Dunaway; $950,000 in the aggregate for all the Chicago DWS            Funds (between $172 and $183,153 per Fund) for Mr. Edgar; $138,750 in the aggregate for            all the Chicago DWS Funds (between $25 and $26,750 per Fund) for Mr. Hoffman; and            $937,500 in the aggregate for all the Chicago DWS Funds (between $170 and $180,743 per            Fund) for Ms. Peterson.

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

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

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

Pursuant to the separate agreement, DIMA has agreed that the retirement            of the Independent Board Members under the terms of the retirement agreements shall in            no way affect or diminish the contractual rights of indemnification that the            Independent Board Members may have under any agreement of indemnification between an            Independent Board Member and DIMA, including without limitation agreements of            indemnification currently in effect with respect to matters related to market timing            and matters related to merged or liquidated funds. Upon request made by any Independent            Board Member, DIMA has agreed to execute a separate instrument confirming the existence            and continuation of any such agreement of indemnification.

In addition, pursuant to the separate agreement, in the event that the            consolidated Board determines to reduce insurance coverage below the minimum levels            stated above, then DIMA at its expense will purchase excess insurance coverage for the            benefit of the Independent Board Members sufficient to maintain such minimum coverage            levels in place for the duration of the period specified in the retirement agreements,            provided that in the event that such excess coverage is not available in the            marketplace on

commercially reasonable terms from a conventional third-party insurer,            DIMA (or an affiliate of DIMA) may, at DIMA’s discretion and in lieu of            purchasing such excess insurance coverage, elect instead to provide the Independent            Board Members substantially equivalent protection in the form of a written indemnity or            financial guaranty reasonably acceptable to each such independent Board            Member.

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

**Certain Indemnification Arrangements**

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

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

In addition, Mr. Freeman, prior to his service as an Independent Board            Member of the Funds, served as a board member of certain funds in the Deutsche Bank            complex (“DB Funds”). In connection with his resignation and the            resignation of certain other board members as trustees of the DB Funds on July 30, 2002            (the “Effective Date”), which was part of a restructuring of the boards            overseeing the DB Funds, Deutsche Asset Management, Inc. (“DAMI”), an            affiliate of DIMA, agreed to recommend, and, if necessary obtain, directors and            officers (“D&O”) liability insurance coverage for the prior            board

members, including Mr. Freeman, that is at least as equivalent in scope            and amount to the D&O coverage provided to the prior board members for the six-year            period following the Effective Date. In the event that D&O insurance coverage is            not available in the commercial marketplace on commercially reasonable terms from a            conventional third party insurer, DAMI reserved the right to provide substantially            equivalent protection in the form of an indemnity or financial guarantee from an            affiliate of DAMI. The D&O policy in effect prior to the Effective Date provided            aggregate coverage of $25,000,000, subject to a $250,000 per claim            deductible.

**Officers**

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

**Board Structure**

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

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

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

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

Each Fund currently has established the following seven standing            committees: Audit Committee, Nominating and Governance Committee, Contract Review            Committee, Equity Oversight Committee, Fixed-Income Oversight Committee, Operations            Committee and Valuation Committee (each a “Committee”). For each Committee,            each Board has adopted a written charter setting forth the Committee’s            responsibilities. If Proposal I is approved by shareholders, it is anticipated            that a Marketing and Shareholder Services Committee would also be established as a            standing committee and the current Valuation Committee would function as a subcommittee            of the Operations Committee. In addition, the function and responsibility of each            Committee may be revised as the consolidated Board deems appropriate. The function,            membership and number of meetings held in calendar year 2006 for each Committee is            discussed below. All Committee members are Independent Board Members.

**Audit Committee.**The Audit Committee makes            recommendations regarding the selection of the independent registered public accounting            firm for each Fund, confers with the independent registered public accounting firm            regarding each Fund's financial statements, the results of audits and related matters,            and performs such other tasks as the full Board deems necessary or appropriate. The            Audit Committee receives representations from the independent registered public            accounting firm as to its independence. The Audit Committee held seven meetings during            calendar year 2006. The current members of the Audit Committee are William McClayton            (Chair), Donald L. Dunaway and Robert B. Hoffman. If Proposal I is approved by            shareholders, the members of the Audit Committee are expected to

be:            William McClayton (Chair), Kenneth C. Froewiss (Vice Chair), John W.            Ballantine, Henry P. Becton, Jr., Keith R. Fox and William N. Searcy,            Jr.

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

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

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

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

**Contract Review Committee.**The Contract            Review Committee oversees the annual contract review process. The Contract Review            Committee held two meetings during calendar year 2006. If Proposal I is approved            by shareholders, it is anticipated that the Contract Review Committee will have            increased and broader responsibilities and will change its name to the Contract            Committee. It is expected that the Contract Committee will oversee all of the financial            arrangements between the Funds and DeAM and its affiliates, as well as the proposed            organization of new funds and proposed fund mergers and liquidations. The current            members of the Contract Review Committee are Paul K. Freeman (Chair), John W.            Ballantine, Donald L. Dunaway, William McClayton and Robert H. Wadsworth. If            Proposal I is approved by shareholders, the members of the Contract Committee are            expected to be Robert H. Wadsworth (Chair), Keith R. Fox (Vice Chair),            Henry P. Becton, Jr., Richard J. Herring, William McClayton and Jean Gleason            Stromberg.

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

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

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

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

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

**Required Vote**

All Funds will vote separately on the election of nominees. For each            Fund or Trust, as applicable, the election of a nominee requires the affirmative vote            of a plurality of the shares represented in person or by proxy at the Meeting. The            table below shows which Funds are series of which Trusts.

 

| **Trust**                               | **Funds**                                                                                                         |
|-----------------------------------------|-------------------------------------------------------------------------------------------------------------------|
| Cash Account Trust                      | Government & Agency Securities                            PortfolioMoney Market PortfolioTax-Exempt Portfolio |
| DWS Money Funds                         | DWS Money Market Prime Series                                                                                     |
| Investors Cash Trust                    | Treasury Portfolio                                                                                                |
| Tax-Exempt California Money Market Fund | Tax-Exempt California Money Market Fund                                                                           |

 

**Recommendation of the Board**

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

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

**APPROVAL OF AN AMENDED AND RESTATED INVESTMENT**

**MANAGEMENT AGREEMENT**

**BETWEEN EACH FUND AND DIMA**

**(ALL FUNDS)**

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

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

**Delegation of Portfolio Management Services**

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

**Administrative Services**

The services to be provided under the Administrative Services Agreement            are substantially similar to the administrative services currently provided under the            Current Management Agreement and the Accounting Agreement, except that DIMA will no            longer be required to prepare and file your Fund’s federal excise tax return.            Instead, under the Administrative Services Agreement, DIMA must arrange for the            preparation and filing of the Fund’s federal excise tax. The result is that a            cost previously paid by

DIMA            would be shifted to your Fund under the new contractual arrangements. DIMA has            voluntarily agreed to directly bear the costs associated with the preparation and            filing of the Fund’s federal excise tax and any change to such arrangement would            need to be approved by the Board, including a majority of the Independent Board            Members.

**Expenses**

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

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

**Compensation**

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

 

| **CAT-Government                                & Agency Securities Portfolio** | **CAT-Money Market                                Portfolio** |
|-------------------------------------------------------------------------------------|---------------------------------------------------------------|
| **Current Fees:**                                                                   |                                                          | **Proposed Fees:** |   | **Current Fees:** |   | **Proposed Fees:** |   |
| Management                                                                          | .150%(*)                                                      | Management | .050%(*) | Management | .159%(*) | Management | .059%(*) |
| Accounting                                                                          | .000%                                                         | Administrative | .100% | Accounting | .000% | Administrative | .100% |
| **Total**                                                                           | .150%                                                         | **Total** | .150% | **Total** | .159% | **Total** | .159% |

 

 

| **CAT-Tax-Exempt                                Portfolio** | **DWS Money Market                                Prime Series** |
|-------------------------------------------------------------|------------------------------------------------------------------|
| **Current Fees:**                                           |                                                             | **Proposed Fees:** |   | **Current Fees:** |   | **Proposed Fees:** |   |
| Management                                                  | .159%(*)                                                         | Management | .059%(*) | Management | .261% | Management | .161% |
| Accounting                                                  | .000%                                                            | Administrative | .100% | Accounting | .000% | Administrative | .100% |
| **Total**                                                   | .159%                                                            | **Total** | .159% | **Total** | .261% | **Total** | .261% |

 

| **ICT-Treasury                                Portfolio** | **Tax-Exempt                                California Money Market Fund** |
|-----------------------------------------------------------|----------------------------------------------------------------------------|
| **Current Fees:**                                         |                                                                       | **Proposed Fees:** |   | **Current Fees:** |   | **Proposed Fees:** |   |
| Management                                                | .150%                                                                      | Management | .050% | Management | .220% | Management | .120% |
| Accounting                                                | .000%                                                                      | Administrative | .100% | Accounting | .000% | Administrative | .100% |
| **Total**                                                 | .150%                                                                      | **Total** | .150% | **Total** | .220% | **Total** | .220% |

 

_____________

| (*) | The net assets of each series of Cash Account Trust are                            currently, and will continue to be, aggregated for purposes of                            calculating the management fee. |
|-----|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

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

**Limitation of Liability of Investment Advisor**

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

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

**Duration and Termination of the Agreement**

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

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

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

**Board Considerations of Amended Management Agreement**

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

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

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

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

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

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

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

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

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

The Board also considered that it renewed the Current Management            Agreement for each Fund as part of its annual contract renewal process in September            2007. As part of that renewal process, the Board requested and evaluated all            information it deemed reasonably necessary to evaluate the Current Management            Agreement. Over the course of several months, the Contract Review Committee, in            coordination with the Equity Oversight Committee, the Fixed-Income Oversight Committee            and the Operations Committee of the Board, reviewed comprehensive materials received            from DIMA, independent third parties and independent legal counsel. These materials            included an analysis of each Fund’s performance, fees and expenses, and            profitability compiled by an independent fee consultant. The

Board            also received extensive information throughout the year regarding performance and            operating results for each Fund. Based on their evaluation of the information provided,            the Committees presented their findings and recommendations to the Independent Board            Members as a group. The Independent Board Members then reviewed the Committees’            findings and recommendations and presented their recommendations to the Board.            Throughout their consideration of the Current Management Agreement, the Independent            Board Members were advised by their independent legal counsel and by an independent fee            consultant.

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

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

**Market Timing Related Regulatory and Litigation            Matters**

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

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

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

In addition, DeAM is subject to certain further undertakings relating to            the governance of the mutual funds, including that at least 75% of the members of the            Boards of Trustees/Directors overseeing the DWS Funds continue to be independent of            DeAM; the Chairmen of the DWS Funds’ Boards of Trustees/Directors continue to be            independent of DeAM; DeAM maintain existing management fee reductions for certain Funds            for a period of five years and not increase management fees for those Funds during this            period; the Funds retain a senior officer (or independent consultants) responsible for            assisting in the review of fee arrangements and monitoring compliance by the Funds and            the investment advisors with securities laws, fiduciary duties, codes of ethics and            other compliance policies, the expense of which shall be borne by DeAM; and periodic            account statements, Fund prospectuses and the mutual funds’ web site contain            additional disclosure and/or tools that assist investors in understanding the fees and            costs associated with an investment in the Funds and the impact of fees and expenses on            fund returns. DeAM has also settled proceedings with the Illinois Secretary of State            regarding market timing matters. The terms of the Illinois settlement provide for            investor education contributions totaling approximately $4 million and a payment in the            amount of $2 million to the Securities Audit and Enforcement Fund.

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

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

**Information Regarding DIMA**

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

 

| **Name**                                        | **Position**                                                               | **Principal                                Occupation**                                                   |
|-------------------------------------------------|----------------------------------------------------------------------------|-----------------------------------------------------------------------------------------------------------|
| Michael Colon                                   | Chief Operating Officer and Director                                       | Chief Operating Officer for Deutsche Asset Management                            Americas and DWS Scudder |
| Axel Schwarzer                                  | President, Chief Executive                            Officer and Director | Head of Deutsche Asset                            Management Americas and CEO of DWS Scudder              |
| Jennifer                            Birmingham* | Chief Financial Officer and                            Treasurer           | Director and CFO of Asset                            Management                                           |
| John Pak                                        | Secretary and Chief Legal                            Officer               | Global Head of the Asset                            Management Institution Legal                          |
| Mark Cullen                                     | Executive Vice                            President                        | Global Chief Operating                            Officer for Asset Management                            |
| Kyle P. Delaney*                                | Executive Vice                            President                        | Managing Director, Private                            Wealth Management                                   |
| John Robbins                                    | Chief Compliance                            Officer                        | Regional Head of Asset                            Management Compliance                                   |
| John H. Kim                                     | Assistant                            Secretary                             | Director and Senior Counsel                            for Asset Management                               |
| Anjie LaRocca                                   | Assistant                            Secretary                             | Corporate Governance and                            Section 16 Officer                               |

 

_____________

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

 

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

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

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

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

**Required Vote and Other Information**

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

If approved by shareholders of your Fund, the Amended Management            Agreement for your Fund would take effect on the first day of the following month if            the Meeting at which shareholders approve the Amended Management Agreement is held            before the 15th day of the month. If the Meeting at which shareholders approve the            Amended Management Agreement is after the 15th day of the month, the Amended Management            Agreement would take effect on the first day of the next succeeding month. Accordingly,            if the shareholders approve the Amended Management Agreement on March [___], 2008,            the Amended Management Agreement will take effect on [May 1, 2008]. The Amended            Management Agreement will continue in effect for an initial term ending            September 30, 2008 and thereafter for successive annual periods as long as such            continuance is approved in accordance with the 1940 Act.

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

**Recommendation of the Board**

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

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

**APPROVAL OF A SUBADVISER APPROVAL POLICY**

**(ALL FUNDS)**

Although none of the Funds currently have a subadviser, the Board of            each Fund has approved, and recommends that shareholders of each Fund approve, a policy            that would permit DIMA, subject to the approval of the Board and a majority of its            Independent Board Members, to appoint and replace subadvisers and sub-subadvisers that            are either (i) not affiliated with DIMA or (ii) wholly owned subsidiaries of            DIMA without shareholder approval (the “Subadviser Approval Policy”). In            addition, the Board approved, and recommends that shareholders of each Fund approve, a            policy that would permit DIMA to materially amend a subadvisory agreement with            subadvisers and sub-subadvisers that are either (i) not affiliated with DIMA or            (ii) wholly owned subsidiaries of DIMA, for each Fund in the future without            shareholder approval.

**Statutory Authority**

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

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

**Current Subadviser Approval Process**

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

**Proposed Subadviser Approval Policy**

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

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

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

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

**Benefits of the Subadviser Approval Policy**

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

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

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

**Required Vote**

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

**Recommendation of the Board**

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

**PROPOSAL** **III**

**APPROVAL OF REVISED FUNDAMENTAL INVESTMENT POLICIES**

**(ALL FUNDS)**

Each Fund has adopted certain investment policies that are            “fundamental,” meaning that they cannot be changed without shareholder            approval. Over time, some Funds adopted fundamental investment policies to reflect            certain regulatory, business or industry conditions. Changes in applicable law or            regulation now permit investment companies like the Funds to remove or revise certain            of these investment policies, if approved by the affirmative vote of a “majority            of the outstanding voting securities” (as defined in the 1940 Act) of the            applicable Fund. In addition, different DWS Funds have adopted different language for            similar investment policies and/or have investment policies that are combined in            different ways.

Each Fund’s Board has concluded that certain investment policies            should be revised based on the development of new practices and changes in applicable            law and to facilitate administration of the Fund. At the Meeting, shareholders will be            asked to approve the revised investment policies. A list of the fundamental investment            policies that would apply to each Fund if each proposal is approved by its shareholders            is set forth in Exhibit N.

The revised investment policies maintain important investor protections            while providing flexibility to respond to changing markets, new investment            opportunities and future changes in applicable law. In some cases, only technical            changes are being made. The proposed modifications are expected to facilitate the            management of the Funds’ assets and simplify the process of monitoring compliance            with investment policies. Except as noted below, the 1940 Act does not require these            investment policies to be fundamental.

The revised investment policies do not affect the investment objectives            of the Funds, which remain unchanged (although shareholders of certain Funds are being            asked to reclassify their investment objectives and policies as non-fundamental; see            Proposal IV). Except as otherwise indicated, the Funds will continue to be managed            in accordance with the investment parameters described in their Prospectuses and            Statements of Additional Information and in accordance with applicable law. With            respect to Government & Agency Securities Portfolio, Money Market Portfolio and            Tax-Exempt Portfolio, each a series of Cash Account Trust, DIMA anticipates            recommending to the Board that the investment policy of the Funds relating to            investments in instruments with a remaining maturity of 12 months or less be changed to            conform with the standards as articulated by the 1940 Act, which currently permits            money market funds to invest in instruments that have a remaining maturity of not more            than 397 days or 13 months.

In addition, the proposed change to the concentration policy of Money            Market Portfolio and DWS Money Market Prime Series would eliminate each Fund’s            ability to invest less than 25% of its total assets in securities of banks and would            permit the each Fund to invest in securities of foreign banks.

Certain of the revised investment policies would give the Funds an            increased ability to engage in certain activities, as described in more detail below.            The Board may adopt such non-fundamental investment policies for the Funds as it            determines to be appropriate and in the Funds’ best interests, and those policies            could be adopted without shareholder approval. Except where indicated below, the            proposed modifications are not expected to affect significantly the manner in which the            Funds are managed. Certain of the proposed changes could result in a material increase            in the level of investment risk associated with an investment in a particular Fund, if            a proposal provides greater authority (to borrow money, for example), and that Fund            utilizes that increased authority. The increased risks to the Funds are detailed            below.

Each Fund’s Board unanimously recommends that shareholders approve            the proposal to amend or remove each Fund’s fundamental investment policies, as            discussed below. The Funds affected by the proposed changes are listed in italics at            the beginning of each section. Each section sets out the fundamental investment            policies that will apply to each Fund if shareholders of that Fund approve the            proposal.

In certain modified investment policies below, the reference to            interpretation or modification by a regulatory authority having jurisdiction is            intended to include no-action letters or interpretive positions or releases issued by            the staff of the SEC or another regulatory agency with jurisdiction over the            Funds.

Shareholders will be asked to vote on each proposed revised fundamental            investment policy separately on their enclosed Proxy Card.

**Proposal** **III.A: Borrowing Money.**

***Funds to which this Proposal applies:**Government & Agency Securities Portfolio, Money Market Portfolio,            Tax-Exempt Portfolio and Tax-Exempt California Money Market Fund*

If shareholders of a Fund approve Proposal III.A, the Fund’s            current fundamental investment policy on borrowing money would be modified to read as            follows:

“The Fund may not 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.”

*Discussion of Proposed Modifications*. The            1940 Act requires every mutual fund to set forth a fundamental investment policy            indicating the extent to which the fund may borrow money. Under the 1940 Act, a fund            may borrow money from a bank for any purpose up to 33-1/3% of its total assets.            Currently, each Fund may only borrow to meet redemption requests, which otherwise might            cause a disposition of securities, except for Tax-Exempt California Money Market Fund            which may enter into “reverse repurchase agreements” to raise cash on a            temporary basis to meet redemptions when it would like to retain municipal securities            in its portfolio and it expects to be able to repurchase them in a short time with            funds from maturing investments and from net sales of fund shares.

To limit the risks attendant to borrowing, a Fund is required under the            1940 Act to maintain at all times an asset coverage of 300% of the amount of its            borrowings. To the extent a Fund borrows money, positive or negative performance by the            Fund’s investments may be magnified. Any gain in the value of securities            purchased with borrowed money that exceeds the interest paid on the amount borrowed            would cause the net asset value of the Fund’s shares to increase more rapidly            than otherwise would be the case. Conversely, any decline in the value of securities            purchased would cause the net asset value of the Fund’s shares to decrease more            rapidly than otherwise would be the case. Borrowed money thus creates an opportunity            for greater capital gain but at the same time increases exposure to capital risk. The            net cost of any borrowed money would be an expense that otherwise would not be            incurred, and this expense could offset or eliminate a Fund’s net investment            income in any given period.

**Proposal** **III.B: Senior Securities.**

***Funds to which this Proposal applies:**Government & Agency Securities Portfolio, Money Market Portfolio,            Tax-Exempt Portfolio and Tax-Exempt California Money Market Fund*

If shareholders of a Fund approve Proposal III.B, the Fund’s            current fundamental investment policy on senior securities would be modified to read as            follows:

“The Fund may not issue senior securities, except as permitted            under the 1940 Act, as amended, and as interpreted or modified by regulatory authority            having jurisdiction, from time to time.”

*Discussion of Proposed Modifications*. The            proposed modification would permit the Funds to issue senior securities up to the most            recently prescribed limits under the 1940 Act and accompanying regulatory            interpretations. The 1940 Act establishes limits on the ability of the Funds to engage            in leverage through the issuance of “senior securities,” a term that is            defined, generally, to refer to a Fund’s obligations that have a priority over            the Fund’s shares with respect to the distribution of Fund assets or the payment            of dividends. The Funds currently cannot issue senior securities as that term is            defined in the 1940 Act.

**Proposal** **III.C.i: Concentration for Funds That Will Concentrate in Bank            Obligations.**

***Funds to which this Proposal applies: Money Market Portfolio and            DWS Money Market Prime Series***

If shareholders of a Fund approve Proposal III.C.i, the            Fund’s current fundamental investment policy on concentration would be modified            to read as follows:

“The Fund may not concentrate its investments in any particular            industry (excluding U.S. Government Obligations), as that term is used in the 1940 Act,            as amended, and as interpreted or modified by the regulatory authority having            jurisdiction, from time to time; except that the Fund will invest more than 25% of its            total assets in the obligations of banks and other financial            institutions.”

*Discussion of Proposed Modifications*. The            current fundamental investment policy for Money Market Portfolio prohibits            concentration in a particular industry, provided, however, that (a) the Fund has            the authority to invest 100% of its assets U.S. Government Obligations and (b) the            Fund will invest at least 25% of its assets in obligations of banks. The current            fundamental investment policy for DWS Money Market Prime Series prohibits concentration            in a particular industry, as that term is used in the 1940 Act and as interpreted or            modified by regulatory authority having jurisdiction from time to time, provided,            however, that the Fund may concentrate more than 25% of its assets in bank certificates            of deposit or banker’s acceptances of U.S. Banks in accordance with its            investment objectives. For each of these Funds, the proposed change would simplify and            standardize the Fund’s concentration policy. The Funds would still be prohibited            from concentrating their investments in any industry (excluding U.S. government            obligations), as concentration is used in the 1940 Act, as amended, and as interpreted            or modified by the regulatory authority having jurisdiction, except that the Funds            would invest more than 25% of their total assets in obligations of banks and other            financial institutions. The proposed policy would eliminate the Fund’s ability to            invest less than 25% of its total assets in securities of banks and would permit the            Fund to invest in securities of foreign banks in order to satisfy this concentration            policy.

A significant portion of all eligible money market instruments is issued            by banks and other financial institutions and DIMA has advised the Board that the            proposed investment policy would permit the Funds to invest a greater percentage of its            assets in a large segment of available money market instruments and may provide the            potential for increasing the Fund’s returns. The Fund’s investments in a            single industry, however, even though representing interests in different companies in            such industry, may be affected by common economic forces and other factors. Because the            Funds will concentrate in the banking and financial institutions industry, they may be            particularly vulnerable to factors affecting that industry. These risks include a            sustained increase in interest rates, which can adversely affect the availability and            cost of a bank’s lending activities; exposure to credit losses during times of            economic decline; concentration of loan portfolios in certain industries; regulatory            developments; and competition among financial institutions. Investments in foreign            banks, in addition to the risks described above, also

subject a Fund to enhanced risks relating to liquidity, marketability,            foreign taxation, nationalization and currency exchange controls. In addition, foreign            banks are not subject to examination by any U.S. governmental agency or            instrumentality. All Fund investments would continue to comply with applicable SEC            regulations relating to money market funds.

**Proposal** **III.C.ii: Concentration for Funds That Will Not Concentrate in Bank            Obligations.**

***Funds to which this Proposal applies:**Tax-Exempt Portfolio and Tax-Exempt California Money Market            Fund*

If shareholders of a Fund approve Proposal III.C.ii, the            Fund’s current fundamental investment policy on concentration would be modified            to read as follows:

“The Fund may not 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.”

*Discussion of Proposed Modifications*. The            current fundamental investment policy of the Funds listed above, prohibits            concentration in a particular industry, excluding U.S. government obligations for            Tax-Exempt Portfolio and Tax-Exempt California Money Market Fund and municipal            securities for Tax-Exempt Portfolio. The current fundamental investment policy of            Tax-Exempt California Money Market Fund also prohibits concentration in any one state.            For each of these Funds, the proposed change would have no material effect on the            Fund’s investments, but would simplify and standardize the Fund’s            concentration policy. The Funds would still be prohibited from concentrating their            investments in any other industry (excluding U.S. government obligations), as            concentration is used in the 1940 Act, as amended, and as interpreted or modified by            the regulatory authority having jurisdiction. U.S. government obligations and municipal            obligations are not considered an “industry” for purposes of the 1940 Act            policy on concentration. As a matter of fundamental investment policy, Tax-Exempt            Portfolio will still invest at least 80% of its net assets in municipal securities, the            income from which is free from regular federal income tax and from alternative minimum            tax. As a matter of fundamental investment policy, Tax-Exempt California Money Market            Fund will still invest at least 80% of net assets, plus the amount of any borrowings            for investment purposes, in municipal securities and other securities whose income is            free from California and federal income tax and from alternative minimum            tax.

**Proposal** **III.D: Underwriting of Securities.**

***Funds to which this Proposal applies:**Government & Agency Securities Portfolio, Money Market Portfolio,            Tax-Exempt Portfolio and Tax-Exempt California Money Market Fund*

If shareholders of a Fund approve Proposal III.D, the Fund’s            current fundamental investment policy on underwriting of securities would be modified            to read as follows:

“The Fund may not engage in the business of underwriting            securities issued by others, except to the extent that a Fund may be deemed to be an            underwriter in connection with the disposition of portfolio            securities.”

*Discussion of Proposed Modifications*. The            proposed new investment policy would revise the current policy without making any            material changes and would conform the Fund’s investment policy in this area to            that of other Funds in the DWS Fund complex.

**Proposal** **III.E: Real Estate Investments.**

***Funds to which this Proposal applies:**Government & Agency Securities Portfolio, Money Market Portfolio,            Tax-Exempt Portfolio and Tax-Exempt California Money Market Fund*

If shareholders of a Fund approve Proposal III.E, the Fund’s            current fundamental investment policy on real estate investments would be modified to            read as follows:

“The Fund may not purchase or sell real estate, which term does            not include securities of companies which deal in real estate or mortgages or            investments secured by real estate or interests therein, except that a Fund reserves            freedom of action to hold and to sell real estate acquired as a result of a            Fund’s ownership of securities.”

*Discussion of Proposed Modifications*. The            1940 Act requires every mutual fund to set forth a fundamental investment policy            indicating the extent to which the fund may engage in the purchase and sale of real            estate. Most Funds’ current fundamental investment policy generally prohibit the            purchase or sale of real estate, but except securities secured by real estate or            interests therein. Most of the Funds also explicitly prohibit the holding or selling of            real estate except for real estate acquired as a result of the Fund’s ownership            of securities.

The proposed investment policy would preserve the ability to invest in            all real estate-related securities and companies whose business consists in whole or in            part of investing in real estate. As a result of exercising its rights attached to real            estate-related securities, a Fund could eventually own an interest in real property. If            this occurs, the Fund would consider the appropriate action to take with respect to the            property, including disposing of the property, consistent with the Fund’s best            interests.

**Proposal** **III.F: Commodities.**

***Funds to which this Proposal applies:**All Funds*

If shareholders of a Fund approve Proposal III.F, the Fund’s            current fundamental investment policy on investing in commodities would be modified to            read as follows:

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

*Discussion of Proposed Modifications*. The            current fundamental investment policy, in relevant part, of Government & Agency            Securities Portfolio, Money Market Portfolio, Tax-Exempt Portfolio and Tax-Exempt            California Money Market Fund is:

The Fund may not invest in commodities or commodity futures            contracts.

The current fundamental investment policy for Treasury Portfolio and DWS            Money Market Prime Series is:

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

Physical commodities include bulk goods, such as grains, metals and            foodstuffs. It should be noted that the current policy for DWS Money Market Prime            Series and Treasury Portfolio does not restrict investment in financial commodities and            contracts related to financial commodities, such as currencies and stock index futures.            The proposed policy would not alter such Funds’ ability to make such investments            in financial commodities. Under the proposed policy, each Fund would be permitted            to

purchase or sell commodities as permitted by the 1940 Act, as amended,            and as interpreted or modified by regulatory authority having jurisdiction. Currently,            the 1940 Act does not prohibit investments in commodities or contracts related to            commodities. As a result, if this proposal is approved, the Funds would not be            restricted from purchasing commodities or commodity-related instruments. None of the            Funds’ investment strategies currently contemplates investments in commodities or            contracts related to commodities, and DIMA does not currently anticipate proposing any            changes to such investment strategies to allow such investments. Therefore, amending            this investment policy currently is not expected to have a material effect on a Fund,            but would provide a Fund with flexibility to invest in commodities and contracts            related to commodities in the future to the extent DIMA and the Board of a Fund            determine such investments could assist a Fund in achieving its investment objectives            and are consistent with the best interests of the Fund. If a Fund were to invest in a            commodity or a commodity related instrument, it would be subject to the additional            risks of the particular commodity and its related market. The value of commodities and            commodity-related instruments can be extremely volatile and may be affected either            directly or indirectly by a wide range of factors. A Fund’s prospectus would be            amended to disclose these risks prior to investing a material portion of a Fund’s            portfolio in commodities.

**Proposal** **III.G: Lending.**

***Funds to which this Proposal applies:**Government & Agency Securities Portfolio, Money Market Portfolio,            Tax-Exempt Portfolio and Tax-Exempt California Money Market Fund*

If shareholders of a Fund approve Proposal III.G, the Fund’s            current fundamental investment policy on lending would be modified to read as            follows:

“The Fund may not 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.”

*Discussion of Proposed Modifications*. The            1940 Act requires every mutual fund to set forth a fundamental investment policy            indicating the extent to which the fund may lend. The Funds’ current fundamental            investment policy on lending does not allow it to make loans to other persons, except            through the purchase of debt obligations or repurchase agreements in accordance with            its investment objective and policies. (A repurchase agreement is an agreement to            purchase a security, coupled with an agreement to sell that security back to the            original seller at an agreed upon date, at a price that generally depends on current            interest rates. The SEC frequently treats these agreements as loans.)

The proposed modifications would: (1) permit securities lending and            the use of repurchase agreements by all the Funds; and (2) allow the Funds to lend            money and other assets—thus becoming a creditor—to the full extent            permitted under the 1940 Act. The proposed modifications would also conform each            Fund’s lending policy more closely to the exact statutory and regulatory            requirements, as they are modified from time to time, without incurring the time and            expense of obtaining shareholder approval to change the policy. In addition, these            proposed changes will reduce administrative and compliance burdens by simplifying and            making uniform the fundamental investment policy with respect to making            loans.

**Proposal** **III.H: Portfolio Diversification for Diversified            Funds.**

***Funds to which this Proposal applies:**Government & Agency Securities Portfolio, Money Market Portfolio,            Tax-Exempt Portfolio and Tax-Exempt California Money Market Fund*

If shareholders of a Fund approve Proposal III.H, the Fund’s            current fundamental investment policy on portfolio diversification for Funds that are            classified as “diversified” under the 1940 Act would be modified to read as            follows:

“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, from time to            time.”

*Discussion of Proposed Modifications*. All            of the Funds listed above are “diversified” funds under the 1940 Act and,            accordingly, must have fundamental investment policies establishing the percentage            limitations with respect to investments in individual issuers that they will follow in            order to qualify as “diversified.” The diversified” Funds have stated            their diversification investment policies in several different ways, and in many            instances their current policies are somewhat more limiting than is necessary in order            to qualify as “diversified” funds.

The current fundamental policy for Government & Agency Securities            Portfolio is:

“The Portfolio may not purchase securities of any issuer (other            than obligations of, or guaranteed by, the United States Government, its agencies or            instrumentalities) if, as a result, more than 5% of the value of the Portfolio’s            assets would be invested in securities of that issuer.”

The current fundamental policy for Money Market Portfolio is:

“The Portfolio may not purchase securities of any issuer (other            than obligations of, or guaranteed by, the United States Government, its agencies or            instrumentalities) if, as a result, more than 5% of the value of the Portfolio’s            assets would be invested in securities of that issuer.”

The current fundamental policy for Tax-Exempt Portfolio is:

“The Portfolio may not purchase securities of any issuer (other            than obligations of, or guaranteed by, the US Government, its agencies or            instrumentalities) if as a result more than 5% of the value of the Portfolio’s            assets would be invested in the securities of such issuer. For purposes of this            limitation, the Portfolio will regard the entity that has the primary responsibility            for the payment of interest and principal as the issuer.”

The current fundamental policy for Tax-Exempt California Money Market            Fund is:

“The Fund may not purchase securities of any issuer (other than            obligations of, or guaranteed by, the United States Government, its agencies or            instrumentalities) if, as a result, more than 5% of the Fund’s total assets would            be invested in securities of that issuer, except that up to 25% of the value of the            Fund’s total assets may be invested without regard to this 5% limitation. For            purposes of this limitation, the Fund will regard the entity which has the primary            responsibility for the payment of interest and principal as the            issuer.”

The proposed investment policy would modify the Funds’ fundamental            investment policy regarding the Fund’s classification as a            “diversified” fund under the 1940 Act to rely on the definition of the term            “diversified” in the 1940 Act rather than stating the relevant limitations            expressed under current law. Currently, under the 1940 Act, a “diversified”            fund may not purchase securities of any issuer (other than obligations of, or            guaranteed by, the U.S. Government or its instrumentalities or securities of other            investment companies) if, as a result, as to 75% of its total assets, more than 5% of            the value of the fund’s total assets would be invested in the securities of such            issuer or more than 10% of the issuer’s voting securities would be held by the            fund (the “75% test”). Thus, the proposed fundamental investment policy            will apply to each Fund the 75% test, as it may be amended from time to time (without a            Fund’s Board or shareholders taking further action).

In addition, the Funds are subject to additional, stricter            diversification requirements imposed by Rule 2a-7 under the 1940 Act.            Rule 2a-7 currently limits a money market fund to investing no more than 5% of its            assets in the securities of a single issuer. This requirement applies with respect to            100% of a money market fund’s assets, in contrast to the 75% test, which applies            with respect to 75% of a non-money market fund’s assets. Rule 2a-7 does            provide a safe harbor for a money market fund to invest up to 25% of its assets in            securities of a single issuer, but only for a period of up to three days.

**Proposal** **III.I: Investing for Control.**

***Funds to which this Proposal applies:**Government & Agency Securities Portfolio, Money Market Portfolio,            Tax-Exempt Portfolio and Tax-Exempt California Money Market Fund*

If shareholders of a Fund approve Proposal III.I, the Fund’s            current fundamental investment policy on investing for the purpose of exercising            control would be removed.

*Discussion of Proposal*. In order to            maximize each Fund’s investment flexibility, the Board proposes that each            Fund’s investment policy relating to investing for the purpose of exercising            control or management be removed. The Funds currently do not intend to make investments            for the purpose of exercising control.

**Proposal** **III.J: Restricted and Illiquid Securities.**

***Fund to which this Proposal applies:**Tax-Exempt California Money Market Fund*

If shareholders of this Fund approve Proposal III.J, the            Fund’s current fundamental investment policy on investing in securities subject            to restrictions on disposition (so-called “restricted securities”) under            the Securities Act of 1933, as amended (the “1933 Act”), and illiquid            securities would be removed.

*Discussion of Proposal*. In order to improve            the Fund’s investment flexibility, the Board proposes that this investment policy            be removed. If this investment policy is removed, the Fund will remain subject to the            SEC’s limitations in this area. Current SEC interpretations provide that a money            market mutual fund, such as the Fund, cannot invest more than 10% of its net assets in            illiquid securities. Under current SEC interpretations, certain securities which are            “restricted securities” under the 1933 Act may nevertheless be deemed            “liquid” for purposes of these limitations if a sufficient trading market            exists for them. Such securities include commercial paper issued under            Section 4(2) of the 1933 Act and privately placed securities which can be traded            among institutions pursuant to Rule 144A under the 1933 Act. While not expected to            change the way the Fund’s portfolio is currently managed, the adoption of this            proposal will allow the Fund to respond more quickly and easily to any subsequent            changes in interpretation by the SEC in this area.

Illiquid securities involve additional risks, including the risk that it            may be difficult to obtain an accurate price for the security and that it may be            difficult or impossible to sell the security at the time and the price that the Fund            would expect.

**Proposal** **III.K: Margin Transactions.**

***Funds to which this Proposal applies:**Government & Agency Securities Portfolio, Money Market Portfolio,            Tax-Exempt Portfolio and Tax-Exempt California Money Market Fund*

If shareholders of a Fund approve Proposal III.K, the Fund’s            current fundamental investment policy on margin transactions would be            removed.

*Discussion of Proposal*. Margin transactions            involve the purchase of securities with money borrowed from a broker or elsewhere.            Currently, these Funds have fundamental investment policies that prohibit margin            transactions, except where, for example, borrowing is necessary for the clearance of            transactions. The Funds do not intend to buy securities on margin, but the proposed            modification would make the absence of a formal investment policy in this area uniform            across the DWS Fund complex.

**Proposal** **III.L: Securities Issued by Other Investment            Companies.**

***Fund to which this Proposal applies:**Tax-Exempt California Money Market Fund*

If shareholders of this Fund approve Proposal III.L, the            Fund’s current fundamental investment policy on investments in securities issued            by other investment companies would be removed.

*Discussion of Proposal*. The 1940 Act limits            the extent to which a mutual fund may acquire securities of other investment companies.            Under the 1940 Act, a mutual fund’s investment in investment companies            generally—but subject to many exceptions—cannot exceed (i) 3% of the            total outstanding voting shares of any one investment company, (ii) 5% of the            fund’s total assets with respect to shares of any one investment company, and            (iii) 10% of the fund’s total assets with respect to shares of investment            companies in the aggregate.

The Fund currently may not invest in other investment companies except            as permitted under the 1940 Act. In order to conform the Fund’s policy in this            area to that of other Funds in the DWS Fund complex, the Board proposes that this            investment policy be removed. Any such investment would still be subject to the            requirements of the 1940 Act.

**Proposal** **III.M: Short Sales.**

***Funds to which this Proposal applies:**Government & Agency Securities Portfolio, Money Market Portfolio,            Tax-Exempt Portfolio and Tax-Exempt California Money Market Fund*

If shareholders of a Fund approve Proposal III.M, the Fund’s            current fundamental investment policy on short sales of securities would be            removed.

*Discussion of Proposal*. Currently, all of            the funds listed above have a fundamental investment policy that prohibits short sales            of securities.

Typically, in a short sale, an investor borrows a security from a            lender, sells that security to a third party, and is obligated to return an identical            security to the lender. The obligation to return an identical security to the lender            involves the risk that the price of the securities that the borrower is obligated to            purchase (and then return to the lender) may be higher than the price the borrower            received for the sale of the securities and that the fund will underperform as a            result.

Even if this proposal is approved by shareholders, the Funds do not            expect to engage in short sales.

**Proposal** **III.N: Options.**

***Funds to which this Proposal applies:**Government & Agency Securities Portfolio, Money Market Portfolio,            Tax-Exempt Portfolio and Tax-Exempt California Money Market Fund*

If shareholders of a Fund approve Proposal III.N, the Fund’s            current fundamental investment policy prohibiting the writing or purchasing of puts,            calls, options or combinations thereof would be removed.

*Discussion of Proposal*. In order to            maximize the Fund’s investment flexibility, the Board proposes that this            fundamental investment policy be removed.

Investments in puts and calls involve certain risks. Since puts and            calls are options which have an expiration date, the Fund could lose the entire cost of            those puts and calls which expire worthless. Further, if the Fund writes a covered call            option and the price of the underlying security appreciates beyond the option strike            price, the Fund may be required to sell the security at the lower option price and will            not enjoy its full market appreciation.

Even if this proposal is approved by shareholders, the Funds do not            expect to engage in the writing or purchasing of puts, calls, options and combinations            thereof.

**Proposal** **III.O: Issuers Whose Securities Are Owned by Officers and Trustees of            the Fund or its Investment Adviser.**

***Funds to which this Proposal applies:**Government & Agency Securities Portfolio, Money Market Portfolio,            Tax-Exempt Portfolio and Tax-Exempt California Money Market Fund*

If shareholders of a Fund approve Proposal III.O, a Fund’s            current fundamental investment policy on investments in issuers whose securities are            owned by officers and Trustees of the Fund or its investment adviser would be            removed.

*Discussion of Proposal*. The Funds currently            prohibit investments in an issuer where any of the officers or Trustees of the Fund or            its investment adviser owns individually more than 1/2 of 1% of the securities of the            issuer, and together such officers and trustees own more than 5% of the securities of            the issuer.

In order to improve a Fund’s investment flexibility, the Board            proposes that this investment policy be removed. The removal of this investment policy            will not remove any meaningful existing safeguard against transactions involving            conflicts of interest between portfolio companies and the Fund’s Trustees,            officers or advisers, including those imposed by the Fund’s Code of Ethics or            other applicable legal or regulatory limitations.

**Proposal** **III.P: Issuers with Short Histories.**

***Fund to which this Proposal applies:**Tax-Exempt California Money Market Fund*

If shareholders of the Fund approve Proposal III.P, the Fund’s            current fundamental investment policy prohibiting the Fund from investing more than 5%            of its total assets in industrial development bonds sponsored by companies who, along            with any predecessors, have less than three years of continuous operations would be            removed.

*Discussion of Proposal*. The 1940 Act does            not require a mutual fund to adopt a fundamental investment policy with respect to            investments in companies with less than three years of continuous operations. In order            to improve the Fund’s investment flexibility, the Board proposes that this            fundamental investment policy be removed. However, the Fund does not currently intend            to make significant investments in industrial development bonds sponsored by companies            who, along with any predecessors, had less than three years of continuous            operations.

**Proposal** **III.Q: Investment Objectives.**

***Fund to which this Proposal applies:**Tax-Exempt California Money Market Fund*

If shareholders of the Fund approve Proposal III.Q, the            Fund’s current fundamental investment policy prohibiting the purchase of            securities or an investment other than in accordance with its investment objectives and            policies would be removed.

*Discussion of Proposal*. The 1940 Act does            not require a mutual fund to set forth an investment policy prohibiting the purchase of            securities or an investment other than in accordance with a mutual fund’s            investment objectives and policies.

In order to maximize the Fund’s investment flexibility, the Board            proposes that this fundamental investment policy be removed. The removal of this            investment policy will not remove any meaningful safeguard against transactions            involving the purchase of securities or an investment. Any purchase of securities or            investments would still be subject to the Fund’s investment policies and the            requirements of the 1940 Act.

**Proposal** **III.R: Pledging Assets.**

***Fund to which this Proposal applies:**Tax-Exempt California Money Market Fund*

If shareholders of the Fund approve Proposal III.R, the            Fund’s current fundamental investment policy on pledging assets would be            removed.

*Discussion of Proposal*. The pledging            restrictions of the Fund could limit the Fund’s ability to borrow on a secured            basis.

The Board believes that it is advantageous to remove the fundamental            investment policy on pledging assets since it would improve the Fund’s investment            flexibility and permit it to address the appropriateness of pledging assets on a            case-by-case basis, consistent with current industry practice and market            conditions.

Pledging or otherwise encumbering Fund assets entails certain risks. For            instance, the Fund could incur costs or encounter delays in recovering the assets            pledged or, in the event of the insolvency of the pledgee, the Fund might not be able            to recover some or all of the pledged assets.

**Proposal** **III-S: Oil, Gas and Mineral Programs.**

***Funds to which this Proposal applies:**Government & Agency Securities Portfolio, Money Market Portfolio,            Tax-Exempt Portfolio and Tax-Exempt California Money Market Fund*

If shareholders of a Fund approve Proposal III-S, the Fund’s            current fundamental investment policy on investments in oil, gas and mineral programs            would be removed.

*Discussion of Proposed Modifications*. The            Funds’ current policies prohibit these investments. In order to maximize each            Fund’s investment flexibility, the Boards propose that each Fund’s policy            on oil, gas, and mineral investments be removed.

Investments in oil, gas, and other mineral leases, rights or royalty            contracts, and in securities which derive their value in part from such instruments,            entail certain risks, including price volatility, risks of political and social            disturbances, and foreign risks such as the existence of multinational cartels and            competition. As money market funds, the Funds may not invest in oil, gas or mineral            interests except insofar as a company involved in oil, gas or mineral interests may            issue securities eligible for purchase by a money market fund.

**Required Vote**

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

If any proposal is not approved for a Fund, then the Fund’s            existing fundamental investment policy on that topic will remain in effect, although            the Board may take other appropriate action. If shareholders approve the changes to the            fundamental investment policies of a Fund, such changes will become effective as soon            as practicable after the Fund’s prospectus or statement of additional information            has been supplemented to describe the new investment policy.

**Recommendation of the Board**

**The Board of your Fund believes that the proposed revisions to or            removal of the fundamental investment policies are in the best interests of your Fund.            Accordingly, the Board unanimously recommends that shareholders vote FOR approval of            each proposal to modify or eliminate a fundamental investment policy as set forth under            Proposals** **III.A –            III.S.**

**PROPOSAL** **IV.A**

**APPROVAL OF RECLASSIFICATION OF FUNDAMENTAL INVESTMENT**

**OBJECTIVES AS NON-FUNDAMENTAL**

**(Government & Agency Securities Portfolio, Money Market            Portfolio,**

**Tax-Exempt Portfolio, Tax-Exempt California Money Market            Fund)**

Every registered investment company is required to state its investment            objective, i.e., the goal of its investment program, in its prospectus. There is no            requirement that a fund’s investment objective be “fundamental,”            meaning that shareholder approval is required to change it. The Funds have classified            their investment objectives as fundamental. The Boards of these Funds have approved a            proposal to make each Fund’s investment objective non-fundamental.

If approved by shareholders, this change would mean that the Board of a            Fund would be able to change the Fund’s investment objective in the future            without further action by shareholders. This change would enhance a Fund’s            flexibility by allowing a Board to more easily alter the Fund’s investment            objective when the Board believes it is in the best interests of the Fund or when            necessary to comply with possible future regulatory changes. Of course, Fund            shareholders would receive notice—prior to its implementation—of any change            to a Fund’s investment objective that has been approved by the Board.

**Required Vote**

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

If Proposal IV.A is not approved for a Fund, then the fundamental            characterization of that Fund’s investment objective will remain. The Board of            the Fund may also consider any other appropriate action.

**Recommendation of the Board**

**The Board unanimously recommends that shareholders vote            “FOR” Proposal** **IV.A.**

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

**APPROVAL OF RECLASSIFICATION OF FUNDAMENTAL INVESTMENT**

**POLICIES AS NON-FUNDAMENTAL**

**(Government & Agency Securities Portfolio, Money Market            Portfolio**

**and Tax-Exempt Portfolio)**

The Funds’ prospectuses currently contain a statement that            characterizes the investment policies of the Fund as fundamental, unless otherwise            stated. The Funds believe that this statement is overbroad and, therefore, creates            difficulty in operating a Fund and for current or potential shareholders of a Fund in            determining which policies of the Fund are fundamental. The current statement also            unnecessarily restricts a Fund’s flexibility and may make it more difficult to            respond to changing conditions. Removing the fundamental characterization of all            investment policies not otherwise specifically identified as fundamental would be            consistent with industry standards and would allow the Board of a Fund to modify its            investment policies in light of changes in the investment management industry, market            conditions and the regulatory environment, but only consistent with applicable law and            the Fund’s clearly identified fundamental policies.

If Proposal IV.B is approved by shareholders, DIMA anticipates            recommending to the Board that the investment policy of the Funds relating to            investments in instruments with a remaining maturity of 12 months or less be changed to            conform to the standards as articulated by the 1940 Act. The 1940 Act currently permits            money market funds to invest in instruments that have a remaining maturity of not more            than 397 days or 13 months. DIMA believes that this change is consistent with industry            practice and will increase the number of instruments in which the Funds will be            permitted to invest, which could improve performance relative to other money market            funds. Shareholders will receive notice of any change to a Fund’s investment            policy that has been approved by the Board.

**Required Vote**

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

If Proposal IV.B is not approved for a Fund, then the fundamental            classification of that Fund’s investment policies will remain. The Board of the            Fund may also consider any other appropriate actions.

**Recommendation of the Board**

**The Board unanimously recommends that shareholders vote            “FOR” Proposal** **IV.B.**

**PROPOSAL** **V**

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

**(ALL FUNDS)**

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

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

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

Shareholders of Tax-Exempt California Money Market Fund should note that            the Current Declaration for their Fund does not authorize the Fund to issue more than            one class of shares. Therefore, all references to provisions in the Current            Declarations relating to classes in the discussion below do not apply to Tax-Exempt            California Money Market Fund.

**Summary of Important Differences**

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

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

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

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

The Restated Declarations would allow the Board added flexibility when            considering reorganizations to make decisions it feels are in the Funds’ best            interests, without causing the Funds to incur the time and expense of soliciting            shareholder approval. The Restated Declarations require that affected shareholders be            provided with notification of any such transaction. The authority granted to the Board            under the Restated Declarations would be subject to the requirements of applicable law.            For example, rules under the 1940 Act require reorganizations involving affiliated            funds to be approved by the shareholders of the fund being acquired unless certain            conditions are satisfied. Because of this requirement, some transactions will require            shareholder approval even though the Restated Declarations would not otherwise require            it. A reorganization could, in certain circumstances, adversely affect a Fund’s            or class’ expense ratio or other aspects of a shareholder’s            investment.

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

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

These provisions of the Restated Declarations are intended to save the            time and expense of bringing a suit that a Board in its judgment does not believe would            be in the best interests of the Trust and

to            align more closely the rights and powers of shareholders and the Board of the Fund with            respect to derivative actions to those of shareholders and directors, respectively, of            a Massachusetts business corporation. The effect of this change may be to discourage            suits brought in the name of a Trust or Fund by shareholders.

The Current Declarations do not contain provisions which address the            bringing of derivative actions, except that, under the Current Declaration for            Tax-Exempt California Money Market Fund, shareholders have the right to vote to the            same extent as the stockholders of a Massachusetts business corporation as to whether            or not an action should be brought derivatively or as a class action on behalf of the            Trust.

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

**Involuntary Redemption of Shares and Small            Accounts**. The Current Declarations specifically address the            involuntary redemption of shares only in certain limited circumstances. For the            avoidance of doubt and to ensure that the Trust can meet the requirements of applicable            law and take actions to protect the interests of the Funds, the Restated Declarations            permit involuntary redemption of a shareholder’s shares at any time for any            reason the Trustees deem appropriate, subject to the 1940 Act and other applicable law,            including in the following circumstances: (a) if the shareholder owns shares            having an aggregate net asset value of less than a specified minimum amount, which may            differ for any Fund or class, (b) if a particular shareholder’s ownership of            shares would disqualify a Fund as a regulated investment company for tax purposes,            (c) if the Board determines (or pursuant to policies established by the Board it            is determined) that share ownership by a particular shareholder is not in the best            interests of a Fund (for example, in the case of a market timer), (d) upon a            shareholder’s failure to provide sufficient identification to permit a Fund to            verify the shareholder’s identity, (e) upon a shareholder’s failure to            pay for shares or meet or maintain the qualifications for ownership of a particular            Fund or class of shares, (f) when a Fund is requested or compelled to do so by            governmental authority or applicable law and (g) upon a shareholder’s            failure to comply with a request for information with respect to the direct or indirect            ownership of Fund shares.

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

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

The Current Declarations provide for removal for cause by majority            Trustee vote, or for removal with or without cause by majority shareholder vote. As a            result, under the Restated Declarations, it will be more difficult for shareholders to            remove Board Members. Also, under the Restated Declarations, the

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

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

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

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

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

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

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

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

such            certificates. The Current Declarations do not specifically address the retiring of            outstanding share certificates.

**Share Classes**. The Current Declaration for            Tax-Exempt California Money Market Fund does not authorize the Fund to issue more than            one class of shares. The Current Declarations for the other Funds and the Restated            Declarations give broad powers to the Board to divide the shares of any Fund into one            or more classes, with shares of a class having such preferences and special or relative            rights or privileges as the Board may determine.

**Required Vote**

Approval of the Restated Declaration with respect to a Trust will            require the affirmative vote of a majority of the shares outstanding and entitled to            vote of each Fund that is a series of the Trust. If the shareholders of a Trust fail to            approve the Restated Declaration, the Current Declaration will remain in effect for            that Trust. The table below shows which Funds are series of which Trusts.

 

| **Trust**                               | **Funds**                                                                                                             |
|-----------------------------------------|-----------------------------------------------------------------------------------------------------------------------|
| Cash Account Trust                      | Government & Agency Securities                            Portfolio

Money Market Portfolio

Tax-Exempt Portfolio |
| DWS Money Funds                         | DWS Money Market Prime Series                                                                                         |
| Investors Cash Trust                    | Treasury Portfolio                                                                                                    |
| Tax-Exempt California Money Market Fund | Tax-Exempt California Money Market Fund                                                                               |

 

**Board Recommendation**

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

**ADDITIONAL INFORMATION**

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

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

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

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

Votes cast by proxy or in person at the Meeting will be counted by            persons appointed by the Funds as tellers for the Meeting. The tellers will count the            total number of votes cast “for” approval of a Proposal for purposes of            determining whether sufficient affirmative votes have been cast. Shareholders will vote            by individual Fund on all proposals.

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

**Deutsche Bank Voting.**Deutsche Bank Trust            Company Americas (“Deutsche Bank Trust”) will vote any shares in accounts            as to which Deutsche Bank Trust has voting authority, and shares in any other accounts            as to which Deutsche Bank Trust is the agent of record, which are not otherwise            represented in person or by proxy at the Meeting. Deutsche Bank Trust will vote shares            of the Funds over which it has investment discretion in accord with its fiduciary and            other legal obligations, and in its discretion may consult with the beneficial owners            or other fiduciaries. Deutsche Bank Trust will vote shares of the Funds for which it is            the owner of record but does not have investment discretion, which are not otherwise            represented in person or by proxy at the Meeting, in the same proportion as the votes            cast by holders of all shares in the Funds otherwise represented at the Meeting. This            practice is commonly referred to as “mirror” or “echo” voting.            Deutsche Bank and its affiliates will vote any shares held in proprietary accounts in            accordance with their voting procedures.

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

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

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

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

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

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

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

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

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

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

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

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

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

 

|                                                                    | **Audit                                Fees(1)** | **Audit Related                                Fees(2)** | **Tax                                Fees(3)**   | **All Other                                Fees(4)** |
|-------------------------------------------------------------------------|--------------------------------------------------|----------------------------------------------------------|--------------------------------------------------|------------------------------------------------------|
| **Name of                                Fund**                         | **Fund**                                         | **Fund**                                                 | **DeAM                                Entities** | **Fund**                                             | **DeAM                                Entities** | **Fund** | **DeAM                                Entities** |
| **Cash Account Trust**                                                  |                                             |                                                     |                                             |                                                 |   |   |   |
| Government & Agency Securities                            Portfolio |                                             |                                                     |                                             |                                                 |   |   |   |
| 2006                                                                    | $46,923                                          | —                                                  | $169,000                                         | $6,399                                               | $386,824 | — | — |
| 2007                                                                    | $49,356                                          | —                                                  | $330,000                                         | $6,730                                               | $466,614 | — | — |
| Money Market Portfolio                                                  |                                             |                                                     |                                             |                                                 |   |   |   |
| 2006                                                                    | $61,234                                          | —                                                  | $169,000                                         | $8,350                                               | $386,824 | — | — |
| 2007                                                                    | $72,207                                          | —                                                  | $330,000                                         | $9,846                                               | $466,614 | — | — |
| Tax-Exempt Portfolio                                                    |                                             |                                                     |                                             |                                                 |   |   |   |
| 2006                                                                    | $43,475                                          | —                                                  | $169,000                                         | $5,928                                               | $386,824 | — | — |
| 2007                                                                    | $43,972                                          | —                                                  | $330,000                                         | $5,996                                               | $466,614 | — | — |
| **DWS Money                            Funds**                          |                                             |                                                     |                                             |                                                 |   |   |   |
| DWS Money Market Prime Series                                           |                                             |                                                     |                                             |                                                 |   |   |   |
| 2006                                                                    | $45,933                                          | —                                                  | $170,000                                         | $6,225                                               | $325,304 | — | — |
| 2007                                                                    | $47,645                                          | —                                                  | $262,000                                         | $6,497                                               | $466,614 | — | — |

 

 

| **Investors Cash                            Trust**                    |    |    |     |   |     |    |    |
|------------------------------------------------------------------------|---------|---------|----------|--------|----------|---------|---------|
| Treasury Portfolio                                                     |    |    |     |   |     |    |    |
| 2006                                                                   | $33,882 | — | $355,000 | $4,620 | $386,284 | — | — |
| 2007                                                                   | $34,918 | — | $298,000 | $4,762 | $108,500 | — | — |
| **Tax-Exempt California                            Money Market Fund** |    |    |     |   |     |    |    |
| Tax-Exempt California Money Market Fund                                |    |    |     |   |     |    |    |
| 2005                                                                   | $30,295 | — | $406,000 | $4,131 | $ 70,570 | — | — |
| 2006                                                                   | $31,004 | — | $ 80,000 | $4,228 | $316,254 | — | — |

 

_____________

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

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

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

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

 

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

The Pre-Approval Process requires that any engagement of the            Fund’s independent registered public accounting firm for services described in            (a) or (b) above be requested in a writing that details the proposed engagement, which            writing should be addressed to the Audit Committee, with copies to DIMA, and, if time            reasonably permits, included in the meeting materials for the Audit Committee meeting            at which such engagement will be discussed.

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

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

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

 

| **Name of Fund** | **Non-Audit Fees** |
|------------------|--------------------|

 

 

| **Cash Account Trust**                                                  |       |
|-------------------------------------------------------------------------|------------|
| Government & Agency Securities                            Portfolio |       |
| 2006                                                                    | $ 535,406  |
| 2007                                                                    | $1,225,375 |
| Money Market Portfolio                                                  |       |
| 2006                                                                    | $ 535,406  |
| 2007                                                                    | $1,225,375 |
| Tax-Exempt Portfolio                                                    |       |
| 2006                                                                    | $ 535,406  |
| 2007                                                                    | $1,225,375 |
| **DWS Money                            Funds**                          |       |
| DWS Money Market Prime Series                                           |       |
| 2006                                                                    | $ 518,300  |
| 2007                                                                    | $1,319,326 |
| **Investors Cash                            Trust**                     |       |
| Treasury Portfolio                                                      |       |
| 2006                                                                    | $ 535,406  |
| 2007                                                                    | $ 942,575  |
| **Tax-Exempt California                            Money Market Fund**  |       |
| Tax-Exempt California Money Market Fund                                 |       |
| 2005                                                                    | $ 24,643   |
| 2006                                                                    | $ 545,763  |

 

**SUBMISSION OF SHAREHOLDER PROPOSALS**

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

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

**OTHER MATTERS TO COME BEFORE THE MEETING**

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

**SHAREHOLDERS' REQUEST FOR SPECIAL MEETING**

Meetings of shareholders of a Trust, shall be called by the Trustees or            such other person or persons as specified in the By-laws of such Trust upon the written            request of the holders of 25% or more of the total number of shares of such Trust then            issued and outstanding and entitled to vote or 10% if the purpose of the meeting is to            determine if a Trustee is to be removed from office. Meetings of shareholders of the            Corporation shall be called at the request in writing of the shareholders entitled to            cast

at            least 25% of the votes entitled to be cast at the meeting, provided that a majority of            the votes entitled to be cast at the meeting is required if the proposed matter to be            acted on is substantially the same as a matter voted on at any special meeting held            during the preceding twelve months.

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

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

**EXHIBIT** **A**

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

 

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

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

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

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

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

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

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

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

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

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

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

                     |

 

 

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

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

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

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

 

_____________

*Denotes Funds covered by this proxy statement

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

 

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

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

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

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

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

                                  |
| **DWS EQUITY 500 INDEX PORTFOLIO**

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

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

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

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

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

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

                  |

 

 

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

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

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

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

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

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

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

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

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

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

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

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

 

**EXHIBIT** **B**

**NOMINEE SHARE OWNERSHIP**

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

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

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

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

 

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

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

 

 

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

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

 

_____________

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

**EXHIBIT** **C**

**NOMINEE COMPENSATION**

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

             

|                                                                    | Name of Nominee                                              |
|-------------------------------------------------------------------------|--------------------------------------------------------------|
|                                                                    | Current Board Member                                Nominees | **Other                                Nominees** |
| **Aggregate Compensation from Fund**                                    | **John W.                                Ballantine**        | **Paul K.                                Freeman** | **William                                McClayton** | **Robert H.                                Wadsworth** | **Henry P. Becton,                                Jr.** | **Dawn-Marie                                Driscoll** | **Keith R.                                Fox** | **Kenneth C.                                Froewiss** | **Richard J.                                Herring** | **Rebecca W.                                Rimel** | **William N. Searcy,                                Jr.** | **Jean Gleason                                Stromberg** |
| Government & Agency Securities                            Portfolio | 6,487                                                        | 6,637 | 5,740 | 5,847 | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A |
| Money Market Portfolio                                                  | 8,883                                                        | 9,044 | 7,844 | 7,983 | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A |
| Tax-Exempt Portfolio                                                    | 5,090                                                        | 5,223 | 4,526 | 4,580 | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A |
| DWS Money Market Prime Series                                           | 7,722                                                        | 8,197 | 7,040 | 7,107 | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A |
| Treasury Portfolio                                                      | 2,170                                                        | 2,200 | 1,910 | 1,940 | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A |
| Tax-Exempt California Money Market Fund                                 | 2,250                                                        | 2,430 | 2,090 | 2,100 | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A |
| Total Compensation from Fund                            Complex(1)      | 222,670(2)                                                   | 217,670(2) | 193,560(2) | 228,250(2) | 189,000(3)(5) | 251,000(3)(4)(5) | 195,000(3)(5) | 234,988(3)(5) | 184,000(3)(5) | 185,000(3)(5) | 206,000(3)(5) | 202,000(3)(5) |

 

_____________

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

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

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

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

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

**EXHIBIT** **D**

**OFFICERS**

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

 

| **Name, Year of                                Birth, Position(s) with the Trust and Length of Time                                Served**     | **Principal                                Occupation(s) During Past 5 Years and Other Directorships                                Held**                                                                                                                                                                                                                                                                                                                       | **Number of Funds                                in Fund** |
|-------------------------------------------------------------------------------------------------------------------------------------------------|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|------------------------------------------------------------|
| Michael G.                            Clark(1965)President,2006-present(1)(3)                                                                   | Managing                            Director(2), Deutsche Asset Management (2006-present);                            President of DWS family of funds; formerly, Director of Fund Board                            Relations (2004-2006) and Director of Product Development (2000-2004),                            Merrill Lynch Investment Managers; Senior Vice President Operations,                            Merrill Lynch Asset Management (1999-2000) |                                                       |
| Philip J.                            Collora(1945)Vice President and Assistant Secretary,                            1986-present(1)            | Director(2),                            Deutsche Asset Management                                                                                                                                                                                                                                                                                                                                                                                                |                                                       |
| Paul H.                            Schubert(1963)Chief Financial Officer, 2004-present Treasurer,                            2005-present(1)(3) | Managing                            Director(2), Deutsche Asset Management (since July 2004);                            formerly, Executive Director, Head of Mutual Fund Services and                            Treasurer for UBS Family of Funds (1998-2004); Vice President and                            Director of Mutual Fund Finance at UBS Global Asset Management                            (1994-1998)                                            |                                                       |
| John Millette(1962)Secretary, 2001-present(1)                                                                                                   | Director(2),                            Deutsche Asset Management                                                                                                                                                                                                                                                                                                                                                                                                |                                                       |
| Patricia                            DeFilippis(1963)Assistant Secretary,                            2005-present(1)(3)                          | Vice President, Deutsche                            Asset Management (since June 2005); formerly, Counsel, New York Life                            Investment Management LLC (2003-2005); legal associate, Lord, Abbett                            & Co. LLC (1998-2003)                                                                                                                                                                                    |                                                       |
| Elisa D.                            Metzger(1962)Assistant Secretary,                            2005-present(1)(3)                             | Director(2),                            Deutsche Asset Management (since September 2005); formerly, Counsel,                            Morrison and Foerster LLP (1999-2005)                                                                                                                                                                                                                                                                                    |                                                       |
| Caroline                            Pearson(1962)Assistant Secretary,                            1998-present(1)                                | Managing                            Director(2), Deutsche Asset Management                                                                                                                                                                                                                                                                                                                                                                                       |                                                       |

 

 

| Paul Antosca(1957)Assistant Treasurer,                            2007-present(1)                                               | Director(2),                            Deutsche Asset Management (since 2006); Vice President, The                            Manufacturers Life Insurance Company (U.S.A.) (1990-2006)                                                                                                                                                                                |   |
|---------------------------------------------------------------------------------------------------------------------------------|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|--------|
| Kathleen Sullivan                            D’Eramo(1957)Assistant Treasurer,                            2003-present(1) | Director(2),                            Deutsche Asset Management                                                                                                                                                                                                                                                                                                       |   |
| Jason Vazquez(1972)Anti-Money Laundering Compliance Officer,                            2007-present(1)(3)                      | Vice President, Deutsche                            Asset Management (since 2006); formerly, AML Operations Manager for                            Bear Stearns (2004-2006), Supervising Compliance Principal and                            Operations Manager for AXA Financial (1999-2004)                                                                           |   |
| Robert Kloby(1962)Chief Compliance Officer,                            2006-present(1)(3)                                       | Managing                            Director(2), Deutsche Asset Management (2004-present);                            formerly, Chief Compliance Officer/Chief Risk Officer, Robeco USA                            (2000-2004); Vice President, The Prudential Insurance Company of                            America (1988-2000); E.F. Hutton and Company (1984-1988) |   |

 

_____________

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

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

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

**EXHIBIT** **E**

**AMENDED AND RESTATED**

**INVESTMENT MANAGEMENT AGREEMENT**

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

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

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

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

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

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

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

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

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

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

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

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

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

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

|   | (f)   | The Adviser also agrees to make available to the Board                            of Trustees the following: |
|--------|-----------------|--------------------------------------------------------------------------------------------------------------|

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

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

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

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

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

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

(a)        For all services to            be rendered, payments to be made and costs to be assumed by the Adviser as provided            under this Agreement, the Trust on behalf of each Fund will pay the Adviser in United            States Dollars following the last day of each month the unpaid balance of a fee equal            to the sum of all the daily management accruals from the previous month. The daily            management accrual is calculated on a daily basis by multiplying a Fund’s prior            day’s net assets by [___]% and dividing that product by the number of days in            that year. The Adviser will be entitled to receive during any month such interim            payments of its fee under this Section 2 as it will request, provided that no such            payment will exceed 75 percent of the amount of its fee then accrued on the books of a            Fund and unpaid.

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

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

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

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

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

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

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

(b)       The Adviser will not be            required to pay any expenses of the Trust or of a Fund other than those specifically            allocated to it in this Section 3. In particular, but without limiting the            generality of the foregoing, the Adviser will not be responsible, except to the extent            of the reasonable compensation of such of the Trust’s Trustees and officers as            are directors, officers or employees of the Adviser whose services may be involved, for            the following expenses of a Fund: fees payable to the Adviser; outside legal,            accounting or auditing expenses including with respect to expenses related to            negotiation, acquisition, or distribution of portfolio investments; maintenance of            books and records which are maintained by the Trust, a Fund’s custodian or other            agents of the Trust; taxes and governmental fees;

fees            and expenses of a Fund’s accounting agent, custodians, sub-custodians,            depositories (for securities and/or commodities), transfer agents, dividend disbursing            agents and registrars; payment for portfolio pricing or valuation services to pricing            agents, accountants, bankers and other specialists, if any; brokerage commissions or            other costs of acquiring or disposing of any portfolio securities or other instruments            of a Fund; and litigation expenses and other extraordinary expenses not incurred in the            ordinary course of a Fund’s business.

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

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

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

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

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

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

of            Trustees in compliance with the Investment Company Act, the rules and regulations under            the Investment Company Act and any applicable SEC or SEC staff guidance or            interpretation.

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

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

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

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

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

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

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

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

9.         Services Not Exclusive. The Adviser’s            services to the Trust and each Fund pursuant to this Agreement are not exclusive and it            is understood that the Adviser may render investment advice, management and services to            other Persons (including other investment companies) and to engage in other

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

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

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

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

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

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

(iii)      Resolutions of the Trustees of            the Trust approving the form of this Agreement.

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

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

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

subject to claims against or obligations of the Trust or of the Fund to            any extent whatsoever, but that the Trust estate only will be liable.

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

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

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

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

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

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

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

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

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

 

|   | [Name of Trust]

By:                            __________________________________

[Name of Officer]                                   [Title]

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

By:                            __________________________________

[Name of Officer]                                    [Title] |
|   | DEUTSCHE INVESTMENT MANAGEMENT AMERICAS                            INC.

By:                            __________________________________

[Name of Officer]                                   [Title]                             |

 

SCHEDULE I

FUNDS

 

| **Cash Account Trust**                                                  |
|-------------------------------------------------------------------------|
| Government & Agency Securities                            Portfolio |
| Money Market Portfolio                                                  |
| Tax-Exempt                            Portfolio                         |
| **DWS Money Funds**                                                     |
| DWS Money Market Prime                            Series                |
| **Investors Cash Trust**                                                |
| Treasury                            Portfolio                           |
| **Tax-Exempt California Money Market                            Fund**  |
| Tax-Exempt California                            Money Market Fund      |

 

**EXHIBIT** **F**

**COMPARISON OF MANAGEMENT FEE RATES**

 

| **Fund**                                                                | **Management Fee                                Rate under Current Management Agreement % of Net                                Assets** | **Management Fee                                Rate under Amended Management Agreement (“New Fee”) %                                of Net Assets** | **Aggregate Amount                                of DIMA’s Management Fee Under Current Management                                Agreement(1)(2)** | **Aggregate Amount                                DIMA Would Have Received Had the New Fee Been in                                Effect(1)(2)** | **Percentage Change                                in Aggregate Amount Received by DIMA(1)** |
|-------------------------------------------------------------------------|------------------------------------------------------------------------------------------------------------------------------------------|------------------------------------------------------------------------------------------------------------------------------------------------------------------|------------------------------------------------------------------------------------------------------------------------------------------------------------|--------------------------------------------------------------------------------------------------------------------------------------------------|----------------------------------------------------------------------------------------------|
| Government & Agency Securities                            Portfolio | 0.150%                                                                                                                                   | 0.050%                                                                                                                                                           | $3,853,285                                                                                                                                                 | $1,284,428                                                                                                                                       | -67%                                                                                         |
| Money Market Portfolio                                                  | 0.159%                                                                                                                                   | 0.059%                                                                                                                                                           | $7,459,820                                                                                                                                                 | $2,755,131                                                                                                                                       | -63%                                                                                         |
| Tax-Exempt Portfolio                                                    | 0.159%                                                                                                                                   | 0.059%                                                                                                                                                           | $2,136,882                                                                                                                                                 | $ 789,213                                                                                                                                        | -63%                                                                                         |
| DWS Money Market Prime Series                                           | 0.261%                                                                                                                                   | 0.161%                                                                                                                                                           | $9,862,649                                                                                                                                                 | $6,085,495                                                                                                                                       | -38%                                                                                         |
| Treasury Portfolio                                                      | 0.150%                                                                                                                                   | 0.050%                                                                                                                                                           | $ 109,218                                                                                                                                                  | $ 36,406                                                                                                                                         | -67%                                                                                         |
| Tax-Exempt California Money Market Fund                                 | 0.220%                                                                                                                                   | 0.120%                                                                                                                                                           | $ 260,985                                                                                                                                                  | $ 142,355                                                                                                                                        | -45%                                                                                         |

 

_____________

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

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

**EXHIBIT** **G**

 

| **Fund**                                                                | **Date of Current                                Management Agreement** | **Date Current                                Management Agreement Last Submitted to Shareholder                                Vote** | **Purpose of Last                                Submission of Current Management Agreement to Shareholder                                Vote** | **Date of Last                                Renewal of Current Management Agreement by Board** | **Action Taken by                                Board (Other than Renewal) Since Beginning of Fund’s Last                                Fiscal Year** |
|-------------------------------------------------------------------------|-------------------------------------------------------------------------|----------------------------------------------------------------------------------------------------------------------------------------|--------------------------------------------------------------------------------------------------------------------------------------------------|--------------------------------------------------------------------------------------------------|---------------------------------------------------------------------------------------------------------------------------------------------------------------|
| Government & Agency Securities                            Portfolio | February                            15, 2007                            | March 28,                            2002                                                                                              | Change in                            control of Advisor                                                                                          | September                            19, 2007                                                    | Fee reduction in connection with fund                            merger                                                                                       |
| Money Market Portfolio                                                  | February                            15, 2007                            | March 28,                            2002                                                                                              | Change in                            control of Advisor                                                                                          | September                            19, 2007                                                    | New IMA approved due to Fee reduction of Government                            & Agency Portfolio                                                         |
| Tax-Exempt Portfolio                                                    | February                            15, 2007                            | March 28,                            2002                                                                                              | Change in                            control of Advisor                                                                                          | September                            19, 2007                                                    | New IMA approved due to Fee reduction of Government                            & Agency Portfolio                                                         |
| DWS Money Market Prime Series                                           | June 13,                            2005                                | March 28,                            2002                                                                                              | Change in                            control of Advisor                                                                                          | September                            19, 2007                                                    |                                                                                                                                                          |
| Treasury Portfolio                                                      | April 5,                            2002                                | March 28,                            2002                                                                                              | Change in                            control of Advisor                                                                                          | September                            19, 2007                                                    |                                                                                                                                                          |
| Tax-Exempt California Money Market Fund                                 | April 5,                            2002                                | March 28,                            2002                                                                                              | Change in                            control of Advisor                                                                                          | September                            19, 2007                                                    |                                                                                                                                                          |

 

**EXHIBIT** **H**

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

**DIMA AND CERTAIN AFFILIATES**

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

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

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

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

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

 

| **Funds**                                                               | **Fiscal Year                                End** | **Distributor****Fees(1)** | **Transfer Agent                                Fees(2)** | **Fund Accounting                                Fees(3)** | **Typesetting and                                Filing Fees(4)** |
|-------------------------------------------------------------------------|----------------------------------------------------|----------------------------|-----------------------------------------------------------|------------------------------------------------------------|-------------------------------------------------------------------|
| Government & Agency Securities                            Portfolio | April 2007                                         | $11,441,541                | $ 6,828,196                                               | N/A                                                        | $29,139                                                           |
| Money Market Portfolio                                                  | April 2007                                         | $23,642,991                | $11,856,527                                               | N/A                                                        | $38,170                                                           |
| Tax-Exempt Portfolio                                                    | April 2007                                         | $ 1,790,990                | $ 837,555                                                 | N/A                                                        | $31,450                                                           |
| DWS Money Market Prime Series                                           | July 2007                                          | $ 403,256                  | $ 3,162,537                                               | N/A                                                        | $17,925                                                           |
| Treasury Portfolio                                                      | March 2007                                         | $ 350,105                  | $ 190,205                                                 | N/A                                                        | $14,640                                                           |
| Tax-Exempt California Money Market Fund                                 | September 2007                                     | $ 391,478                  | $ 294,955                                                 | N/A                                                        | $ 6,720                                                           |

 

_____________

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

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

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

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

**EXHIBIT** **I**

**AMENDED AND RESTATED**

**DECLARATION OF TRUST**

**OF**

**[NAME OF TRUST]**

**DATED**

**[            ]**

| Article I | NAME AND DEFINITIONS | 4 |
|----------------|----------------------|---|

|   | Section 1.1 | Name | 4 |
|--------|-------------|------|---|

|   | Section 1.2 | Definitions | 4 |
|--------|-------------|-------------|---|

| Article II | TRUSTEES | 5 |
|-----------------|----------|---|

|   | Section 2.1 | General Powers | 5 |
|--------|-------------|----------------|---|

|   | Section 2.2 | Certain Specific Powers | 6 |
|--------|-------------|-------------------------|---|

|   | Section 2.3 | Legal Title | 8 |
|--------|-------------|-------------|---|

|   | Section 2.4 | Issuance and Repurchase of Shares | 8 |
|--------|-------------|-----------------------------------|---|

|   | Section 2.5 | Delegation; Committees | 8 |
|--------|-------------|------------------------|---|

|   | Section 2.6 | Collection and Payment | 8 |
|--------|-------------|------------------------|---|

|   | Section 2.7 | Expenses | 8 |
|--------|-------------|----------|---|

|   | Section 2.8 | Manner of Acting | 9 |
|--------|-------------|------------------|---|

|   | Section 2.9 | By-Laws | 9 |
|--------|-------------|---------|---|

|   | Section 2.10 | Principal Transactions | 9 |
|--------|--------------|------------------------|---|

|   | Section 2.11 | Number of Trustees | 9 |
|--------|--------------|--------------------|---|

|   | Section 2.12 | Election and Term | 9 |
|--------|--------------|-------------------|---|

|   | Section 2.13 | Resignation and Removal | 9 |
|--------|--------------|-------------------------|---|

|   | Section 2.14 | Vacancies | 10 |
|--------|--------------|-----------|----|

| Article III | CONTRACTS | 10 |
|------------------|-----------|----|

|   | Section 3.1 | Distribution Contract; Transfer Agent; Shareholder                            Servicing Agent;                            Custodian                                                                                                                                                                           10 |
|--------|-------------|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

|   | Section 3.2 | Advisory or Management Contract;                            Administration | 10 |
|--------|-------------|----------------------------------------------------------------------------|----|

|   | Section 3.3 | Affiliations of Trustees or Officers, Etc | 11 |
|--------|-------------|-------------------------------------------|----|

|   | Section 3.4 | Further Authority of Trustees | 11 |
|--------|-------------|-------------------------------|----|

| Article IV | LIMITATIONS OF LIABILITY OF SHAREHOLDERS, TRUSTEES AND                            OTHERS                                                                                                                                                                                                                                                  11 |
|-----------------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

|   | Section 4.1 | No Personal Liability of Shareholders, Trustees, Etc.                            Generally | 11 |
|--------|-------------|--------------------------------------------------------------------------------------------|----|

|   | Section 4.2 | Non-Liability of Trustees, Etc. to Trust or                            Shareholders | 12 |
|--------|-------------|-------------------------------------------------------------------------------------|----|

|   | Section 4.3 | Mandatory Indemnification | 12 |
|--------|-------------|---------------------------|----|

|   | Section 4.4 | No Bond Required of Trustees | 14 |
|--------|-------------|------------------------------|----|

|   | Section 4.5 | No Duty of Investigation; Notice in Trust Instruments,                            Etc | 14 |
|--------|-------------|---------------------------------------------------------------------------------------|----|

|   | Section 4.6 | Reliance on Experts, Etc | 14 |
|--------|-------------|--------------------------|----|

|   | Section 4.7 | Derivative Actions | 14 |
|--------|-------------|--------------------|----|

| Article V | SHARES OF BENEFICIAL INTEREST | 15 |
|----------------|-------------------------------|----|

|   | Section 5.1 | Beneficial Interest | 15 |
|--------|-------------|---------------------|----|

|   | Section 5.2 | Rights of Shareholders | 15 |
|--------|-------------|------------------------|----|

|   | Section 5.3 | Trust Only | 15 |
|--------|-------------|------------|----|

|   | Section 5.4 | Issuance of Shares | 15 |
|--------|-------------|--------------------|----|

|   | Section 5.5 | Ownership of Shares; Small Accounts | 15 |
|--------|-------------|-------------------------------------|----|

|   | Section 5.6 | Disclosure of Holdings | 16 |
|--------|-------------|------------------------|----|

|   | Section 5.7 | Notices; Reports | 16 |
|--------|-------------|------------------|----|

|   | Section 5.8 | Voting Powers | 16 |
|--------|-------------|---------------|----|

|   | Section 5.9 | Meetings of Shareholders; Action by Written                            Consent | 17 |
|--------|-------------|--------------------------------------------------------------------------------|----|

|   | Section 5.10 | Series | 17 |
|--------|--------------|--------|----|

|   | Section 5.11 | Classes | 18 |
|--------|--------------|---------|----|

|   | Section 5.12 | Establishment and Designation of Series and                            Classes | 18 |
|--------|--------------|--------------------------------------------------------------------------------|----|

| Article VI | REDEMPTION AND REPURCHASE OF SHARES | 19 |
|-----------------|-------------------------------------|----|

|   | Section 6.1 | Redemption of Shares | 19 |
|--------|-------------|----------------------|----|

|   | Section 6.2 | Price | 19 |
|--------|-------------|-------|----|

|   | Section 6.3 | Payment | 19 |
|--------|-------------|---------|----|

|   | Section 6.4 | Redemption of Shareholder’s Interest | 19 |
|--------|-------------|--------------------------------------------|----|

|   | Section 6.5 | Reductions in Number of Outstanding Shares Pursuant to                            Net Asset Value                            Formula                                                                                                                                                                                                                      20 |
|--------|-------------|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

|   | Section 6.6 | Suspension of Right of Redemption | 20 |
|--------|-------------|-----------------------------------|----|

| Article VII | DETERMINATION OF NET ASSET VALUE, NET INCOME AND                            DISTRIBUTIONS                                                                                                                                                                                                                               20 |
|------------------|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

|   | Section 7.1 | Determination of Net Asset Value | 20 |
|--------|-------------|----------------------------------|----|

|   | Section 7.2 | Distributions to Shareholders | 20 |
|--------|-------------|-------------------------------|----|

|   | Section 7.3 | Constant Net Asset Value | 21 |
|--------|-------------|--------------------------|----|

|   | Section 7.4 | Reserves | 21 |
|--------|-------------|----------|----|

|   | Section 7.5 | Determination by Trustees | 21 |
|--------|-------------|---------------------------|----|

| Article VIII | DURATION; TERMINATION OF TRUST; AMENDMENT; MERGERS,                            ETC                                                                                                                                                                                                                                 21 |
|-------------------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

|   | Section 8.1 | Duration | 21 |
|--------|-------------|----------|----|

|   | Section 8.2 | Termination of Trust | 21 |
|--------|-------------|----------------------|----|

|   | Section 8.3 | Amendment Procedure | 22 |
|--------|-------------|---------------------|----|

|   | Section 8.4 | Merger, Consolidation and Sale of Assets | 23 |
|--------|-------------|------------------------------------------|----|

| Article IX | MISCELLANEOUS | 23 |
|-----------------|---------------|----|

|   | Section 9.1 | Filing | 23 |
|--------|-------------|--------|----|

|   | Section 9.2 | Governing Law; Forum Selection | 24 |
|--------|-------------|--------------------------------|----|

|   | Section 9.3 | Counterparts and Headings | 24 |
|--------|-------------|---------------------------|----|

|   | Section 9.4 | Reliance by Third Parties | 24 |
|--------|-------------|---------------------------|----|

|   | Section 9.5 | Provisions in Conflict with Law | 24 |
|--------|-------------|---------------------------------|----|

**AMENDED AND RESTATED**

**DECLARATION OF TRUST**

**OF**

**[NAME OF TRUST]**

**DATED ___________** **__, 20__**

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

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

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

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

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

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

**ARTICLE** **I**

 

**NAME AND DEFINITIONS**

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

**ARTICLE** **II**

 

**TRUSTEES**

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

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

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

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

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

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

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

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

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

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

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

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

become surety on any or all of the contracts, stocks, bonds, notes,            debentures and other obligations of any such corporation, company, trust, association            or firm;

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

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

|   | (b) | Additional Powers. The                            Trustees shall have the power: |
|--------|-----|----------------------------------------------------------------------------------|

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

Section 2.8       Manner of Acting. Except as otherwise            provided herein or in the By-Laws, any action to be taken by the Trustees may be taken            by a majority of the Trustees present at a meeting of Trustees (a quorum being            present), including any meeting held by means of a conference telephone            circuit

or            similar communications equipment by means of which all persons participating in the            meeting can hear each other, or by written consents of a majority of Trustees then in            office. Except as set forth specifically in this Declaration, any action that may be            taken by the Trustees may be taken by them without the vote or consent of            Shareholders.

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

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

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

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

Section 2.13     Resignation and Removal. Any Trustee may            resign (without the need for any prior or subsequent accounting, except as such            accounting may be required by a majority of the remaining Trustees) by an instrument in            writing signed by him and delivered or mailed to the Chairman, if any, the President or            the Secretary, and such resignation shall be effective upon such delivery, or at a            later date according to the terms of the instrument. Any Trustee who has attained a            mandatory retirement age or term limit established pursuant to, or is otherwise            required to retire in accordance with, any written policy adopted from time to time by            the Trustees shall, automatically and without action of such Trustee or the remaining            Trustees, be deemed to have retired in accordance with the terms of such policy,            effective as of the date determined in accordance with such policy; and any Trustee who            has become incapacitated by illness or injury as determined by a majority of the other            Trustees, may be retired by written instrument signed by a majority of the other            Trustees. Any of the Trustees may be removed (provided the aggregate number of Trustees            after such removal shall not be less than one) by the action of two-thirds of the            remaining Trustees or by vote of Shareholders holding two thirds of the Outstanding            Shares. The Trustees shall promptly call a meeting of the Shareholders for the purpose            of voting upon the question of removal of any Trustee or Trustees when requested in            writing so to do by the holders of not less than ten percent of the Outstanding Shares,            and in that connection, the Trustees will assist shareholder communications to the            extent provided for in Section 16(c) under the 1940 Act. Except to the extent            expressly provided in a written agreement to which the Trust is a party or in a written            policy adopted by the Trustees, no resigning or removed Trustee shall have any right to            any compensation for any period following his resignation or removal, or any right to            damages on account of such removal.

Section 2.14     Vacancies. The death, resignation,            retirement, removal, or incapacity, of the Trustees, or any of them, shall not operate            to annul the Trust or to revoke any existing agency created

pursuant to the terms of this Declaration. Whenever a vacancy in the            number of Trustees shall occur, until such vacancy is filled as provided herein, or the            number of Trustees as determined is reduced, the Trustees in office, regardless of            their number, shall have all the powers granted to the Trustees, and during the period            during which any such vacancy shall occur, only the Trustees then in office shall be            counted for the purposes of the existence of a quorum or any action to be taken by such            Trustees.

**ARTICLE** **III**

 

**CONTRACTS**

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

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

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

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

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

(i)        any of the            Shareholders, Trustees or officers of the Trust is a shareholder, director, officer,            partner, member, trustee, employee, manager, adviser or distributor of or for any            partnership, limited liability company, corporation, trust, association or other            organization or of or for any parent or affiliate of any organization, with which a            contract of the character described

in Sections 3.1 or 3.2 above or for related services may have been            or may hereafter be made, or that any such organization, or any parent or affiliate            thereof, is a Shareholder of or has an interest in the Trust, or that

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

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

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

**ARTICLE** **IV**

 

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

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

Section 4.2       Non-Liability of Trustees, Etc. to Trust or            Shareholders. No Trustee, former Trustee, officer or employee            of the Trust shall be liable to the Trust or to any Shareholder for any action or            failure to act except for his or her own bad faith, willful misfeasance, gross            negligence or reckless disregard of his or her duties involved in the conduct of his            office. Without limiting the foregoing, a Trustee shall not be responsible for or            liable in any event for any neglect or wrongdoing of any officer, employee, investment            adviser, subadviser, principal underwriter, custodian or other agent of the Trust, nor            shall any Trustee be responsible or liable for the act or omission of any other            Trustee, except in the case

of            such Trustee’s own willful misfeasance, bad faith, gross negligence or reckless            disregard of the duties involved in the conduct of his office.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

Section 4.5       No Duty of Investigation; Notice in Trust Instruments,            Etc. No purchaser, lender, transfer agent or other Person            dealing with the Trustees or any officer, or employee of the Trust shall be bound to            make any inquiry concerning the validity of any transaction purporting to be made by            the Trustees or by said officer or employee or to see to the application of any            payments made or property transferred to the Trust or upon its order. Every obligation,            contract, instrument, certificate, Share, other security of the Trust or undertaking,            and every other act or thing whatsoever executed in connection with the Trust shall be            conclusively presumed to have been executed or done by the executors thereof only in            their capacity as Trustees under this Declaration or in their capacity as officers or            employees of the Trust.

All            persons extending credit to, contracting with or having any claim against the Trust or            a particular Series shall look only to the assets of the Trust or the assets of that            particular Series for payment under such credit, contract or claim, and neither the            Shareholders nor the Trustees, nor any of the Trust’s officers, employees or            agents, whether past, present or future, shall be personally liable therefor. Every            written obligation, contract, instrument, certificate, Share, other security of the            Trust or undertaking made or issued by the Trustees or officers shall recite that the            same is executed or made by them not individually, but as Trustees or officers under            the Declaration, and that the obligations of the Trust under any such instrument are            not binding upon any of the Trustees, officers or Shareholders individually, but bind            only the Trust estate, and may contain any further recital which they or he may deem            appropriate, but the omission of any such recital shall not operate to bind the            Trustees, officers or Shareholders individually.

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

Section 4.7       Derivative Actions. No Shareholder shall            have the right to bring or maintain any court action, proceeding or claim on behalf of            the Trust without first making demand on the Trustees requesting the Trustees to bring            or maintain such action, proceeding or claim. Such demand shall be mailed to the            Secretary or Clerk of the Trust at the Trust’s principal office and shall set            forth in reasonable detail the nature of the proposed court action, proceeding or claim            and the essential facts relied upon by the Shareholder to support the allegations made            in the demand. In their sole discretion, the Trustees may submit the matter to a vote            of Shareholders of the Trust, as appropriate.

**ARTICLE** **V**

 

**SHARES OF BENEFICIAL INTEREST**

Section 5.1       Beneficial Interest. The interest of the            beneficiaries hereunder shall be divided into transferable Shares of beneficial            interest, all of one class, except as provided in Section 5.10 and            Section 5.11 hereof, with or without par value. The number of Shares of beneficial            interest authorized hereunder is unlimited. All Shares issued hereunder including,            without limitation, Shares issued in connection with a dividend in Shares or a split of            Shares, shall be fully paid and non-assessable.

Section 5.2       Rights of Shareholders. The ownership of            the Trust Property and the property of each Series of the Trust of every description            and the right to conduct any business hereinbefore described are vested exclusively in            the Trustees, and the Shareholders shall have no interest therein other than the            beneficial interest conferred by their Shares, and they shall have no right to call for            any partition or

division of any property, profits, rights or interests of the Trust.            Neither the Trust nor the Trustees, nor any officer, employee or agent of the Trust            shall have any power to bind personally any Shareholder, nor to call upon any            Shareholder for the payment of any sum of money or assessment whatsoever other than            such as the Shareholder may at any time personally agree to pay, provided however that            any sales loads or charges, creation or redemption fees, account fees or any other fees            or charges permitted to be charged to Shareholders under applicable law shall not be            deemed to be an assessment for the purposes of this Declaration. The Shares shall be            personal property giving only the rights specifically set forth in this Declaration.            The Shares shall not entitle the holder to preference, preemptive, appraisal,            conversion or exchange rights, except as the Trustees may determine with respect to any            Class of Shares in accordance with Section 5.11 hereof. Every Shareholder, by            virtue of having become a shareholder, shall be held to have expressly assented and            agreed to the terms of this Declaration and to have become a party hereto.

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

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

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

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

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

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

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

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

Each whole Share shall entitle the holder thereof to one vote as to any            matter on which such it is entitled to vote, and each fractional Share shall be            entitled to a proportionate fractional vote. There shall be no cumulative voting in the            election of Trustees. Until Shares are issued, the Trustees may exercise all rights of            Shareholders and may take any action required by law, this Declaration or the By-Laws            to be taken by Shareholders.

On any matter submitted to a vote of Shareholders, all Shares of the            Trust then entitled to vote shall, except as otherwise provided in the By-Laws, be            voted in the aggregate as a single class without regard to Series or Classes of Shares,            except (1) when required by applicable law or when the Trustees shall have            determined that the matter affects one or more Series or Classes of Shares materially            differently, Shares shall be voted by individual Series or Class; and (2) when the            Trustees have determined that the matter affects only the interests of one or more            Series or Classes, only Shareholders of such Series or Classes shall be entitled to            vote thereon.

Section 5.9       Meetings of Shareholders; Action by Written            Consent. Meetings of the Shareholders of the Trust or any one            or more Series or Classes thereof may be called and held from time to time for the            purpose of taking action upon any matter requiring the vote or authority of the            Shareholders as herein provided or upon any other matter deemed by the Trustees to be            necessary or desirable. Meetings of the Shareholders shall be held at such place within            the United States as shall be fixed by the Trustees. The Trustees may set in the            By-Laws provisions relating to the calling of meetings, quorum requirements, conduct of            meetings, notice of meetings, adjournment of meetings and related matters.

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

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

number            of Shareholders and delivered to the Secretary or Clerk of the Trust, unless a            different effective time is provided in the written action.

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

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

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

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

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

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

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

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

**ARTICLE** **VI**

 

**REDEMPTION AND REPURCHASE OF SHARES**

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

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

Section 6.3       Payment. Payment for such Shares shall be            made in cash or in property, or any combination thereof, out of the assets of the Trust            or relevant Series of the Trust. The composition of any

such            payment (e.g., cash, securities or other assets) shall be determined by the Trust in            its sole discretion, and may be different among Shareholders (including differences            among Shareholders in the same Series or Class). In no event shall the Trust be liable            for any delay of any other person in transferring securities or other property selected            for delivery as all or part of any such payment.

Section 6.4       Redemption of Shareholder’s Interest.            Subject to the provisions of the 1940 Act, the Trustees, in their sole discretion, may            cause the Trust to redeem all of the Shares of the Trust or one or more Series or            Classes held by any Shareholder for any reason under terms set by the Trustees,            including, but not limited to:

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

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

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

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

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

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

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

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

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

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

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

**ARTICLE** **VII**

 

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

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

Section 7.2       Distributions to Shareholders. The Trustees            may in their sole discretion from time to time declare and pay, or may prescribe and            set forth in a duly adopted vote or votes of the Trustees, the bases and time for the            declaration and payment by duly authorized officers of the Trust of, such dividends and            distributions to Shareholders of any Series or Class thereof, in cash or in property,            including any Shares or other securities of the Trust as they may deem necessary or            desirable, after providing for actual and accrued expenses and liabilities (including            such reserves as the Trustees may establish) determined in accordance with good            accounting practices. If such dividends or other distributions or any portion thereof            are to be paid in cash, such cash may be reinvested in full and fractional Shares of            the Trust as the Trustees shall direct or as the Trustees may permit a Shareholder to            direct. Any such distribution to the Shareholders of a particular Series shall be made            to said Shareholders pro rata in proportion to the number of Shares of such Series held            by each of them, except to the extent otherwise required or permitted by the            preferences and special or relative rights and privileges of any Classes of Shares of            that Series, and any distribution to the Shareholders of a particular Class of Shares            shall be made to such Shareholders pro rata in proportion to the number of Shares of            such Class held by each of them; provided, however, that the composition of any such            distribution (e.g., cash, securities or other assets) shall be determined by the Trust            in its sole discretion, and may be different among Shareholders (including differences            among Shareholders in the same Series or Class). Any such distribution paid in Shares            will be paid at the net asset value thereof as determined in accordance with            Section 7.1 hereof.

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

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

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

the            Trust; the number of Shares of the Trust issued or issuable; the net asset value per            Share; and any of the foregoing matters as it may pertain to any Series or            Class.

**ARTICLE** **VIII**

 

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

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

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

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

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

(iii)      after paying or adequately            providing for the payment of all liabilities which may include the establishment of a            liquidating trust or similar vehicle, and upon receipt of such releases, indemnities            and refunding agreements as they deem necessary for their protection, the Trustees may            distribute the remaining Trust Property or property of the Series, in cash or in kind            or partly each, to the Shareholders of the Trust or the Series involved, ratably            according to the number of Shares of the Trust or such Series held by the several            Shareholders of the Trust or such Series on the date of termination, except to the            extent otherwise required or permitted by the preferences and special or relative            rights and privileges of any Classes of Shares of a Series involved, provided that any            distribution to the Shareholders of a particular Class of Shares shall be made to such            Shareholders pro rata in proportion to the number of Shares of such Class held by each            of them. The composition of any such distribution (e.g., cash, securities or other            assets) shall be determined by the Trust in its sole discretion, and may be different            among Shareholders (including differences among Shareholders in the same Series or            Class).

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

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

Section 8.3       Amendment Procedure. (a) Except as            specifically provided herein, the Trustees may amend or otherwise supplement the            Declaration by making an amendment, a Declaration supplemental hereto or an amended and            restated Declaration by an instrument in writing executed by a

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

(b)       Nothing contained in the            Declaration shall permit the amendment of the Declaration (i) to impair the            exemption from personal liability of the Shareholders, former Shareholders, Trustees,            former Trustees, officers, employees or agents, (ii) to permit assessments upon            Shareholders of the Trust, or (iii) to limit the rights to indemnification            provided in Article IV with respect to actions or omissions of persons entitled to            indemnification under such Article prior to such amendment.

Section 8.4       Merger, Consolidation and Sale of Assets.            Except as otherwise required by applicable law, the Trustees may authorize the Trust or            any Series or Class thereof to merge, reorganize or consolidate with any corporation,            association, trust or series thereof (including another Series or Class of the Trust)            or other entity (in each case, the “Surviving Entity”) or the Trustees may            sell, lease or exchange all or substantially all of the Trust Property (or all or            substantially all of the Trust Property allocated or belonging to a particular Series            or Class) including its good will to any Surviving Entity, upon such terms and            conditions and for such consideration as authorized by the Trustees. Such transactions            may be effected through share-for-share exchanges, transfers or sales of assets,            in-kind redemptions and purchases, exchange offers, or any other method approved by the            Trustees. The Trustees shall provide notice to affected Shareholders of each            transaction pursuant to this Section 8.4. The authority of the Trustees under this            Section 8.4 with respect to the merger, reorganization or consolidation of any            Class of the Trust is in addition to the authority of the Trustees under            Section 5.11 hereof to combine two or more Classes of a Series into a single            Class.

**ARTICLE** **IX**

 

**MISCELLANEOUS**

Section 9.1       Filing. This Declaration, any amendment            thereto, and any Designation executed in accordance with Section 5.12 hereof shall            be filed in the office of the Secretary of the Commonwealth

of            Massachusetts and in such other places as may be required under the laws of the            Commonwealth of Massachusetts and may also be filed or recorded in such other places as            the Trustees deem appropriate, provided, however, that the failure to so file will not            invalidate this instrument or any properly authorized amendment hereto or Designation.            Unless the amendment or Designation is embodied in an instrument signed by a majority            of the Trustees, each amendment or Designation filed shall be accompanied by a            certificate signed and acknowledged by a Trustee or authorized officer stating that            such action was duly taken in a manner provided herein. A restated Declaration,            integrating into a single instrument all of the provisions of the Declaration which are            then in effect and operative, may be executed from time to time by a majority of the            Trustees and shall, upon filing with the Secretary of the Commonwealth of            Massachusetts, be conclusive evidence of all amendments contained therein and may            hereafter be referred to in lieu of the original Declaration and the various amendments            thereto. The restated Declaration may include any amendment which the Trustees are            empowered to adopt, whether or not such amendment has been adopted prior to the            execution of the restated Declaration. The foregoing provisions for restating the            Declaration and including an amendment in the restated Declaration shall also            apply,*mutatis mutandis*, to the            restatement of Designations.

Section 9.2       Governing Law; Forum Selection.            (a) The principal place of business of the Trust in Massachusetts is [PRINCIPAL            PLACE OF BUSINESS OF THE TRUST]. The Trustees may, without the approval of            Shareholders, change the principal place of business of the Trust. The Trust set forth            in this instrument shall be deemed made in the Commonwealth of Massachusetts, and it is            created under and is to be governed by and construed and administered according to the            laws of said Commonwealth as a voluntary association with transferable shares (commonly            known as a business trust) of the type referred to in Chapter 182 of the General Laws            of the Commonwealth of Massachusetts (or any successor law), and the rights of all            parties and the validity and construction of every provision hereof shall be subject to            and construed according to the internal laws of said Commonwealth without regard to the            choice of law rules thereof.

(b)       Any action commenced by a            Shareholder, directly or derivatively, against the Trust or a Series of Class thereof,            its Trustees or officers, shall be brought only in the U.S. District Court for the            Southern District of New York; or if such action may not be brought in that court, then            such action shall be brought in “the Business Litigation Session of the            Massachusetts Superior Court in Suffolk County” (the “Chosen            Courts”). The Trust, its Trustees and officers, and its Shareholders            (a) waive any objection to venue in either Chosen Court and (b) waive any            objection that either Chosen Court is an inconvenient forum.

Section 9.3       Counterparts and Headings. This Declaration            may be simultaneously executed in several counterparts, each of which shall be deemed            to be an original, and such counterparts, together, shall constitute one and the same            instrument, which shall be sufficiently evidenced by any such original counterpart.            Headings are placed herein for convenience of reference only and shall not be taken as            a part thereof or control or affect the meaning, construction or effect of this            instrument.

Section 9.4       Reliance by Third Parties. Anyone dealing            with the Trust may rely on a certificate executed by an individual who, according to            the records of the Trust, appears to be a Trustee or officer of the Trust, certifying            to: (a) the number or identity of Trustees or Shareholders, (b) the due            authorization of the execution of any instrument or writing, (c) the form of any            vote passed at a meeting of Trustees or Shareholders, (d) the fact that the number            of Trustees or Shareholders present at any meeting or executing any written instrument            satisfies the requirements of this Declaration, (e) the form of any By-Laws            adopted, or the identity of any officers elected, by the Trustees, or (f) the            existence of any fact or facts which in any manner relate to the affairs of the            Trust.

Section 9.5       Provisions in Conflict with Law. All            provisions of this Declaration shall be construed, to the extent reasonably possible,            in a manner consistent with applicable law. If, notwithstanding the foregoing, any            provision of this Declaration shall be held invalid or unenforceable in any            jurisdiction, such invalidity or unenforceability shall attach only to such provision            in such jurisdiction and shall not in any manner affect such provisions in any other            jurisdiction or any other provision of this Declaration in any jurisdiction.

IN WITNESS WHEREOF, the undersigned has executed this instrument as of            the date first written above.

 

| _______________________________________ | _______________________________________ |
|-----------------------------------------|-----------------------------------------|
| _______________________________________ | _______________________________________ |

 

**APPENDIX A**

**[NAME OF TRUST]**

**RESTATED DESIGNATION OF SERIES AND CLASSES OF**

**SHARES OF BENEFICIAL INTEREST**

WHEREAS, the Trustees of the Trust, acting pursuant to the Trust’s            declaration of trust as then in effect, have previously established and designated one            or more series of shares of beneficial interest in the Trust (each, a            “Series”) pursuant to one or more designations of series (the “Prior            Series Designations”) and have previously established and designated one or more            classes of Shares (each, a “Class”) for some or all of the Series pursuant            to one or more designations of classes (the “Prior Class Designations,”            such Prior Series Designations and Prior Class Designations referred to herein            collectively as the “Prior Designations”);

WHEREAS, in connection with the adoption of an Amended and Restated            Declaration of Trust dated as of [ ] (the “Declaration”), as set forth in            Section 5.12 of the Declaration, the previously established and designated Series            and Classes are to be included on a restated designation.

NOW THEREFORE, the Trustees of the Trust, effective [ ] hereby restate            the Trust’s Prior Designations, the terms of this restated designation to            supercede any terms set forth in the Prior Designations.

1.         The following            series of Shares and Classes thereof are established and designated, the Shares of such            Series and Classes to be subject to the terms of, and entitled to all the rights and            preferences accorded to Shares of a Series, and, if applicable, a Class under, the            Declaration and this restated designation:

 

| [Name of Series] | [Name of Class] |
|------------------|-----------------|
|             | [Name of Class] |
|             | [Name of Class] |
|             | [Name of Class] |
| [Name of Series] | [Name of Class] |
|             | [Name of Class] |
|             | [Name of Class] |
|             | [Name of Class] |

 

2.         For Shares of a            Class of a Series, the relative rights and preferences of such Class shall be as            determined by the Trustees of the Trust from time to time in accordance with the            Declaration and set forth in the Trust’s Multi-Distribution System Plan adopted            pursuant to Rule 18f-3 under the Investment Company Act of 1940, as amended, as            such Plan may be amended from time to time, or as otherwise required by applicable law.            The Shares of a Class of a Series shall have such other terms, features and            qualifications as may be determined by the Trustees of the Trust from time to time in            accordance with the Declaration and set forth in the current prospectus and statement            of additional information of the Series relating to such Class, contained in the            Trust’s registration statement under the Securities Act of 1933, as amended, as            such prospectus or statement of additional information may be further supplemented from            time to time.

3.         The designation            of the Series and Classes hereby shall not impair the power of the Trustees from time            to time to designate additional Series and Classes of Shares of the Trust.

**IN WITNESS WHEREOF**, the undersigned, being            a majority of the Trustees of the Trust, have executed this instrument as of this ____            day of [ ].

 

| _______________________________________as Trustee | _______________________________________as Trustee |
|---------------------------------------------------|---------------------------------------------------|
| _______________________________________as Trustee | _______________________________________as Trustee |
| _______________________________________as Trustee | _______________________________________as Trustee |
| _______________________________________as Trustee | _______________________________________as Trustee |

 

**EXHIBIT** **J**

**ALLOCATION OF COSTS**

The Funds will pay the costs of preparing, printing and mailing the            enclosed Proxy Card and Proxy Statement and all other costs incurred in connection with            the solicitation of proxies, including any additional solicitation made by letter,            telephone or telegraph for each Fund, which is estimated to be $______________ in the            aggregate. However, DIMA has agreed to pay or reimburse the Funds for 10% of the            aggregate proxy costs. The amount borne by each Fund amounts to approximately the            percentage of net asset value set forth in column 2 for that Fund, based on net            assets of the Fund as of _______________ ___, 200__.

 

| Fund                                                                    | Column 1(Allocated Expense) | Column 2(Allocated Expense as % of NAV) |
|-------------------------------------------------------------------------|-----------------------------|-----------------------------------------|
| Government & Agency Securities                            Portfolio |                        |                                    |
| Money Market Portfolio                                                  |                        |                                    |
| Tax-Exempt Portfolio                                                    |                        |                                    |
| DWS Money Market Prime Series                                           |                        |                                    |
| Treasury Portfolio                                                      |                        |                                    |
| Tax-Exempt California Money Market Fund                                 |                        |                                    |

 

**EXHIBIT** **K**

**SHARES OUTSTANDING AS OF DECEMBER 10, 2007**

 

| **Fund                                Name**                          | **Class**                                                                                                                                                                                                                                                     | **Shares                                Outstanding** |
|-----------------------------------------------------------------------|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|-------------------------------------------------------|
| Government and Agency                            Securities Portfolio | Capital Assets Funds                            SharesDavidson Cash Equivalent Plus SharesDavidson Cash Equivalent SharesPremierServiceDWS Government and Agency Money FundDWS Government Cash Institutional SharesGovernment Cash Managed Shares             |                                                  |
| Money Market                            Portfolio                     | Capital Assets Funds                            SharesCapital Assets Funds Preferred SharesDavidson Cash Equivalent Plus SharesDavidson Cash Equivalent SharesInstitutionalPremierServiceInstitutional SelectPremium Reserve Money Market Shares              |                                                  |
| Tax-Exempt                            Portfolio                       | Capital Assets Funds                            SharesDavidson Cash Equivalent SharesDWS Tax-Exempt Cash Institutional SharesService SharesTax-Exempt Cash Managed SharesPremierDWS Tax-Exempt Money FundTax Free Investment ClassDWS Tax-Free Money Fund - S |                                                  |
| DWS Money Market Prime                            Series              | DWS Money Market                            FundDWS Cash Investment Trust - A FundDWS Cash Investment Trust - B FundDWS Cash Investment Trust - C FundDWS Cash Investment Trust – S                                                                     |                                                  |
| Treasury                            Portfolio                         | PremierInstitutionalDWS U.S. Treasury Money Fund Class SInvestment Class                                                                                                                                                                                      |                                                  |
| Tax-Exempt California                            Money Market Fund    | N/A                                                                                                                                                                                                                                                           |                                                  |

 

**EXHIBIT** **L**

**5%            SHAREHOLDERS**

**(as of December 10, 2007)**

 

| Fund                                                                  | Share                                Class                                                                                                                                                                                                                    | Name and Address of                                Owner | SharesOwned | Percent Ownership of                                Outstanding Shares |
|-----------------------------------------------------------------------|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|----------------------------------------------------------|-------------|------------------------------------------------------------------------|
| Government and Agency                            Securities Portfolio | Capital Assets Funds                            SharesDavidson Cash Equivalent Plus SharesDavidson Cash Equivalent SharesPremierServiceDWS Government and Agency Money FundDWS Government Cash Institutional SharesGovernment Cash Managed Shares             |                                                     |        |                                                                   |
| Money Market                            Portfolio                     | Capital Assets Funds                            SharesCapital Assets Funds Preferred SharesDavidson Cash Equivalent Plus SharesDavidson Cash Equivalent SharesInstitutionalPremierServiceInstitutional SelectPremium Reserve Money Market Shares              |                                                     |        |                                                                   |
| Tax-Exempt                            Portfolio                       | Capital Assets Funds                            SharesDavidson Cash Equivalent SharesDWS Tax-Exempt Cash Institutional SharesService SharesTax-Exempt Cash Managed SharesPremierDWS Tax-Exempt Money FundTax Free Investment ClassDWS Tax-Free Money Fund - S |                                                     |        |                                                                   |
| DWS Money Market Prime                            Series              | DWS Money Market                            FundDWS Cash Investment Trust - A FundDWS Cash Investment Trust - B FundDWS Cash Investment Trust - C FundDWS Cash Investment Trust - S                                                                           |                                                     |        |                                                                   |
| Treasury                            Portfolio                         | PremierInstitutionalDWS U.S. Treasury Money Fund Class SInvestment Class                                                                                                                                                                                      |                                                     |        |                                                                   |
| Tax-Exempt California Money Market Fund                               | N/A                                                                                                                                                                                                                                                           |                                                     |        |                                                                   |

 

**EXHIBIT M**

**DWS FUNDS NOMINATING AND GOVERNANCE COMMITTEE CHARTER**

**DWSFUNDS**

**(CHICAGOBOARD)**

 

**NOMINATINGANDGOVERNANCECOMMITTEECHARTER**

**ADOPTEDJULY** **18, 2001**

**AMENDEDJANUARY** **15, 2003**

**AMENDEDMARCH** **17, 2004**

**AMENDEDNOVEMBER** **16, 2005**

**AMENDEDFEBRUARY** **17, 2006**

| **I.** | **PURPOSE** |
|--------|-------------|

The Nominating and Governance Committee is a committee of the Board of            the Fund. Its primary function is to identify and recommend individuals for membership            on the Board and oversee the administration of the Board Governance and Procedures            Guidelines. It is also intended to serve as the Fund’s “qualified legal            compliance committee” (“QLCC”).

| **II.** | **COMPOSITION** |
|---------|-----------------|

The Nominating and Governance Committee shall be comprised of three or            more board members1 as determined by the Board, each of whom shall be an            independent board member, and free from any relationship that, in the opinion of the            Board, would interfere with the exercise of his or her independent judgment as a member            of the Nominating and Governance Committee. For purposes of the Nominating and            Governance Committee, a board member is independent if he or she is not an            “interested person” of the Fund as that term is defined in the Investment            Company Act of 1940. In addition, so long as the Nominating and Governance Committee            serves as the Fund’s QLCC, at least one member of the Nominating and Governance            Committee shall also be a member of the Fund’s Audit Committee.

The members and Chairman of the Nominating and Governance Committee            shall be elected by the Board annually and serve until their successors shall be duly            elected and qualified.

| **III.** | **MEETINGS** |
|----------|--------------|

The Nominating and Governance Committee shall meet three times annually,            or more frequently as circumstances dictate. Special meetings (including telephone            meetings) may be called by the Chairman or a majority of the members of the Nominating            and Governance Committee upon reasonable notice to the other members of the Nominating            and Governance Committee.

_________________________

To the            extent the Fund is organized as a Massachusetts business trust, any references to            “directors” or “board members” shall be deemed to mean            “trustees.”

| **IV.** | **RESPONSIBILITIES AND DUTIES** |
|---------|---------------------------------|

To fulfill its responsibilities and duties as the Nominating and            Governance Committee, the Committee shall:

|   | A. | Board Nominations and Functions |
|--------|----|---------------------------------|

|   | 1. | Identify and recommend individuals for membership on the                            Board. Candidates shall be selected based upon a thorough                            identification and evaluation process that is designed to recruit and                            retain well-qualified Board members who will enhance the Board’s                            ability to serve the interests of shareholders. In addition, the                            following factors are taken into consideration: |
|--------|----|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

|   | (a) | The Board collectively should represent a broad cross                            section of backgrounds, functional disciplines and experience to enable                            the Board to provide effective oversight of the Fund’s regulatory                            and business issues. |
|--------|-----|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

|   | (b) | Candidates should exhibit high standards of personal                            integrity, commitment to representing shareholders and independence of                            thought and judgment. |
|--------|-----|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

|   | (c) | Candidates should commit to dedicate sufficient time,                            energy and attention to ensure the diligent performance of all duties,                            including attendance at meetings of the Board and committees on which                            the Board member serves and review in advance of all meeting                            materials. |
|--------|-----|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

|   | 2. | Evaluate candidates recommended for membership on the                            Board. Recommendations for candidates may come from shareholders, from                            other directors or from the Fund’s investment manager.                            Shareholders may recommend candidates for Board positions by forwarding                            their correspondence by U.S. mail or courier service to the                            Fund’s Secretary for the attention of the Chairman of the                            Nominating and Governance Committee. Suggestions for candidates must                            include a resume of the candidate. |
|--------|----|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

|   | 3. | Retain any search firm to identify Board member                            candidates, at the expense of the Fund, if, in the Committee’s                            judgment, this is appropriate. |
|--------|----|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

|   | 4. | Periodically review the composition of the Board to                            determine whether it may be appropriate to add individuals with                            different backgrounds or skill sets from those already on the                            Board. |
|--------|----|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

|   | 5. | Review the Board Governance Procedures and Guidelines,                            annually, and recommend changes, if any, to the Board. |
|--------|----|------------------------------------------------------------------------------------------------------------------------------------------|

|   | 6. | Review annually Independent Director compensation,                            including compensation deferral programs and Fund ownership criteria,                            and recommend any appropriate changes to the Independent Directors as a                            group. |
|--------|----|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

|   | 7. | Coordinate with legal counsel to the Independent                            Directors an annual evaluation of the performance of the                            Board. |
|--------|----|------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

|   | 8. | Oversee the development and implementation by the                            Fund’s investment manager and legal counsel for the Independent                            Directors of a program for the orientation of new Independent Directors                            and ongoing education for Independent Directors. |
|--------|----|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

|   | B. | Committee Nominations and Functions |
|--------|----|-------------------------------------|

|   | 1. | Identify and recommend individuals for membership on all                            committees and review committee assignments at least                            annually. |
|--------|----|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

|   | 2. | Review as necessary the responsibilities of any                            committees of the Board, whether there is a continuing need for each                            committee, whether there is a need for additional committees of the                            Board, and whether committees should be combined or                            reorganized. |
|--------|----|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

|   | C. | Insurance |
|--------|----|-----------|

|   | 1. | At least annually, review the Fund’s fidelity bond                            for appropriateness of the type and amount of coverage as well as the                            premium. Review the terms of any joint allocation agreement. |
|--------|----|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

|   | 2. | At least annually, review the Fund’s directors and                            officers and errors and omissions insurance coverage for                            appropriateness of the type and amount of coverage as well as the                            premium. Review the terms of any joint allocation agreement. |
|--------|----|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

|   | 3. | At least annually, review other insurance policies and                            assess needs for other types of coverage. |
|--------|----|-----------------------------------------------------------------------------------------------------------------------------|

|   | D. | Proxy Voting |
|--------|----|--------------|

|   | 1. | At least annually, review the proxy voting policies and                            procedures. |
|--------|----|------------------------------------------------------------------------------------------------|

|   | 2. | Review quarterly reports regarding proxy voting                            conflicts. |
|--------|----|---------------------------------------------------------------------------------------|

|   | E. | Compliance and Legal Matters |
|--------|----|------------------------------|

|   | 1. | Review compliance with the relevant codes of ethics and                            consider any proposed changes to the codes of ethics. |
|--------|----|------------------------------------------------------------------------------------------------------------------------------------------|

|   | 2. | Review Fund governance structure for compliance with                            legal requirements. |
|--------|----|-----------------------------------------------------------------------------------------------------|

|   | 3. | Monitor the performance of legal counsel employed by the                            Fund and the Independent Directors, and be responsible for the                            supervision of counsel to the Independent Directors. |
|--------|----|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

|   | 4. | As needed, review Fund litigation matters. |
|--------|----|--------------------------------------------|

| **V.** | **Qualified Legal Compliance Committee** |
|--------|------------------------------------------|

The Nominating and Governance Committee shall serve as the Fund’s            QLCC within the meaning of the rules of the Securities and Exchange Commission codified            in Part 205 in Title 17 of the Code of

Federal Regulations. To fulfill its responsibilities and duties as the            QLCC, the Nominating and Governance Committee shall:

|   | A. | Receipt, Retention and Consideration of                            Reports |
|--------|----|----------------------------------------------------------------------------|

|   | 1. | Adopt written procedures for the confidential receipt,                            retention and consideration of any reports of evidence of a material                            violation of any federal or state securities laws, a material breach of                            a fiduciary duty arising under any federal or state laws or a similar                            material violation of any federal or state law by the Fund or any of                            its officers, trustees, employees or agents (a                            “*Report of Material                            Violation*”). |
|--------|----|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

|   | 2. | Consider, on a confidential basis, the appropriate                            treatment of a Report of Material Violation. |
|--------|----|----------------------------------------------------------------------------------------------------------------------------|

|   | B. | Investigation of Reports of Material                            Violation |
|--------|----|---------------------------------------------------------------------------|

|   | 1. | Upon receipt of a Report of Material Violation, the                            Nominating and Governance Committee shall: |
|--------|----|---------------------------------------------------------------------------------------------------------------------------|

|   | (a) | Inform the Fund’s President of the report, unless                            the Nominating and Governance Committee determines such notification                            would be futile; |
|--------|-----|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

|   | (b) | Determine whether an investigation is                            necessary. |
|--------|-----|-----------------------------------------------------------------------------|

|   | 2. | If after considering the Report of Material Violation,                            the Nominating and Governance Committee determines an investigation is                            necessary or appropriate, it shall: |
|--------|----|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

|   | (a) | Notify the full Board of the Fund; |
|--------|-----|------------------------------------|

|   | (b) | Initiate an investigation, which may be conducted by the                            Nominating and Governance Committee, by counsel, by the Fund’s                            Chief Compliance Officer or by another party authorized by the                            Nominating and Governance Committee; and |
|--------|-----|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

|   | (c) | Retain such additional experts or personnel as the                            Nominating and Governance Committee deems necessary. |
|--------|-----|------------------------------------------------------------------------------------------------------------------------------------|

|   | C. | Making Recommendations for Adoption of Appropriate                            Response |
|--------|----|----------------------------------------------------------------------------------------|

At the conclusion of any such investigation, the Nominating and            Governance Committee shall:

|   | 1. | Recommend that the Fund implement an appropriate                            response to evidence of a material violation, which may                            include: |
|--------|----|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

|   | (a) | A finding that no material violation has occurred, is                            ongoing or is about to occur; |
|--------|-----|----------------------------------------------------------------------------------------------------------------|

|   | (b) | The adoption of appropriate remedial measures, including                            appropriate steps or sanctions to stop any material violations that are                            ongoing, to prevent any material violation that has yet to occur and to                            remedy or |
|--------|-----|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

otherwise appropriately address any material violation that has already            occurred and to minimize the likelihood of its recurrence; or

|   | (c) | A report, after the retention or direction of counsel to                            review the reported evidence of a material violation, that either                            (i) the Fund has substantially implemented any remedial                            recommendations made by such counsel after a reasonable investigation                            and evaluation of the reported evidence or (ii) the Fund may,                            consistent with a conclusion not in conflict with such counsel’s                            professional obligations, assert a colorable defense on behalf of the                            Fund, its officers, directors, employees or agents, in an investigation                            or judicial or administrative proceeding relating to the reported                            evidence of a material violation. |
|--------|-----|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

|   | 2. | Inform the President and the Board of the Fund of the                            results of any such investigation and the appropriate remedial measures                            to be adopted. |
|--------|----|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

|   | D. | Authority to Notify the SEC |
|--------|----|-----------------------------|

The Nominating and Governance Committee shall take all other action that            it deems appropriate, including notifying the Securities and Exchange Commission, in            the event that the Fund fails in any material respect to implement an appropriate            response that the Nominating and Governance Committee, as the QLCC, has recommended the            Fund take.

|   | E. | Reporting to the Board of the Fund |
|--------|----|------------------------------------|

The Nominating and Governance Committee shall report periodically to the            Board. This report will include a review of the Reports of Material Violation received,            the investigation conducted, conclusions reached and responses recommended by the            Nominating and Governance Committee acting as the QLCC and other matters that the            Nominating and Governance Committee acting as the QLCC deems appropriate or as            requested by the Board of the Fund.

|   | F. | Procedures |
|--------|----|------------|

The Nominating and Governance Committee acting as the QLCC may act only            by majority vote.

| **VI.** | **Other Powers and Responsibilities** |
|---------|---------------------------------------|

|   | A. | Review this Charter, annually, and recommend changes, if                            any, to the Board*.* |
|--------|----|----------------------------------------------------------------------------------------------------------|

B.        Investigate any other            matter brought to its attention within the scope of its duties, with the power to            retain outside counsel or other experts for this purpose at the expense of the Fund,            if, in its judgment, that is appropriate*.*

C.        Perform any other            activities consistent with this Charter, the Fund’s Charter, By-Laws and            governing law, as the Nominating and Governance Committee or the Board deems necessary            or appropriate*.*

D.        Maintain minutes of            Committee meetings, report its significant activities to the Board, and make such            recommendations to the Board as the Nominating and Governance Committee deems necessary            or appropriate*.*

**EXHIBIT N**

**FUNDAMENTAL INVESTMENT POLICIES FOR EACH FUND ASSUMING ALL PROPOSALS            ARE APPROVED**

| **I.** | ***Proposed Fundamental                            Policies*** |
|--------|----------------------------------------------------------------|

 

| Government & Agency Securities                            Portfolio* | Treasury Portfolio**                    |
|--------------------------------------------------------------------------|-----------------------------------------|
| Money Market Portfolio*                                                  | Tax Exempt California Money Market Fund |
| Tax Exempt Portfolio*                                                    |                                    |

 

_____________

| * | A series of Cash Account Trust. |
|---|---------------------------------|

| ** | A series of Investors Cash Trust. |
|----|-----------------------------------|

 

As a matter of fundamental policy, the Fund may not:

(1)       ***Borrowing***— 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)       ***Senior Securities***— issue            senior securities, except as permitted under the 1940 Act, as amended, and as            interpreted or modified by regulatory authority having jurisdiction, from time to            time;

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

(4)       ***Real Estate***— purchase or sell            real estate, which term does not include securities of companies which deal in real            estate or mortgages or investments secured by real estate or interests therein, except            that a Fund reserves freedom of action to hold and to sell real estate acquired as a            result of a Fund’s ownership of securities;

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

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

(7)       ***Concentration (CAT: Money Market Portfolio; DWS Money Market Prime            Series; and DWS Money Market VIP)***— concentrate its            investments in a particular industry (excluding U.S. Government obligations), as that            term is used in the 1940 Act, as amended, and as interpreted or modified by regulatory            authority having jurisdiction, from time to time, except that the Fund will invest more            than 25% of its total assets in obligations of banks and other financial            institutions.

(8)       ***Concentration (CAT: Tax-Exempt Portfolio and Tax Exempt California            Money Market Fund)***— concentrate its investments in            a particular industry (excluding U.S. Government obligations), as that term is used in            the 1940 Act, as amended, and as interpreted or modified by regulatory authority having            jurisdiction, from time to time.

| **II.** | ***Tax-Exempt Money Market                            Funds*** |
|---------|----------------------------------------------------------------|

As a matter of fundamental policy, Tax Exempt Portfolio, a series of            Cash Account Trust, will invest at least 80% of its net assets in municipal securities,            the income from which is free from regular federal income tax and from alternative            minimum tax.

As a matter of fundamental policy, Tax-Exempt California Money Market            Fund will invest at least 80% of net assets, plus the amount of any borrowings for            investment purposes, in municipal securities and other securities whose income is free            from California and federal income tax and from alternative minimum tax.

             

| **III.** | ***Diversification*** |
|----------|-----------------------|

 

| Government & Agency Securities                            Portfolio* | Tax Exempt Portfolio*                   |
|--------------------------------------------------------------------------|-----------------------------------------|
| Money Market Portfolio*                                                  | Tax Exempt California Money Market Fund |

 

_____________

| * | A series of Cash Account Trust. |
|---|---------------------------------|

 

As a matter of fundamental policy, 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, from time to            time.

**EXHIBIT O**

|   | **INFORMATION REGARDING SIMILAR FUNDS** |
|--------|-----------------------------------------|

 

| **Fund Name**                                                                                         | **Net Assets**

**As of**

**10/31/07                                ($)** | **Current                                Management**

**Fee                                Schedule***                                                                                                                             | **Has compensation been                                waived, reduced or otherwise agreed to be reduced under any                                applicable contract?** | **Current Investment                                Objective**                                                                                                                               |
|-------------------------------------------------------------------------------------------------------|----------------------------------------------------------------------------|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| **Money Market Funds**                                                                                |                                                                       |                                                                                                                                                                                                                                |                                                                                                                                                                     |                                                                                                                                                                                          |
| Cash Account Trust – Government & Agency                            Securities Portfolio*** | 4,092,425,811                                                              | 0.220% to                            $500 million

0.200% next                            $500 million

0.175% next                            $1.0 billion

0.160% next                            $1.0 billion

0.150% thereafter | Yes                                                                                                                                                                      | The portfolio seeks maximum current income consistent                            with stability of capital.                                                                                   |
| Cash Account Trust – Money Market                            Portfolio***                       | 4,441,074,993                                                              | 0.220% to                            $500 million

0.200% next                            $500 million

0.175% next                            $1.0 billion

0.160% next                            $1.0 billion

0.150% thereafter | Yes                                                                                                                                                                      | The portfolio seeks maximum current income consistent                            with stability of capital.                                                                                   |
| Cash Account Trust – Tax- Exempt                            Portfolio***                        | 3,596,639,244                                                              | 0.220% to                            $500 million

0.200% next                            $500 million

0.175% next                            $1.0 billion

0.160% next                            $1.0 billion

0.150% thereafter | Yes                                                                                                                                                                      | The portfolio seeks maximum current income that is                            exempt from federal income taxes to the extent consistent with                            stability of capital. |
| Cash Management Fund Institutional                                                                    | 2,501,010,418                                                              | 0.150% to                            $5.5 billion

0.135% next                            $5.0 billion

0.120% thereafter                                                                                                           | Yes                                                                                                                                                                      | The fund seeks a high level of current income                            consistent with liquidity and the preservation of capital.                                                           |
| Cash Reserve Fund, Inc. – Prime                            Series                               | 2,524,255,421                                                              | 0.150% to                            $5.5 billion

0.135% next                            $5.0 billion

0.120% thereafter                                                                                                           | Yes                                                                                                                                                                      | The fund seeks a high level of current income                            consistent with liquidity and the preservation of capital.                                                           |
| Cash Reserves Fund Institutional                                                                      | 6,645,669,896                                                              | 0.150% to                            $5.5 billion

0.135% next                            $5.0 billion

0.120% thereafter                                                                                                           | Yes                                                                                                                                                                      | The fund seeks a high level of current income                            consistent with liquidity and the preservation of capital.                                                           |

 

 

| DWS Money Market Series                                                    | 22,219,795,571 | 0.165% to                            $1.5 billion

0.150% next                            $1.75 billion

0.135% next                            $1.75 billion

0.120% thereafter                                                                                                                                                              | Yes | The fund seeks a high level of current income                            consistent with liquidity and the preservation of capital.                                                                              |
|----------------------------------------------------------------------------|----------------|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|-----|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| DWS Money Market Prime Series                                              | 4,383,958,656  | 0.500% to                            $215 million

0.375% next                            $335 million

0.300% next                            $250 million

0.250% next                            $800 million

0.240% next                            $800 million

0.230% next                            $800 million

0.220% thereafter | Yes | The fund seeks maximum current income to the extent                            consistent with stability of principal.                                                                                           |
| Investors Cash Trust – Treasury                            Portfolio | 1,552,885,972  | 0.150%                                                                                                                                                                                                                                                                                                                                        | Yes | The portfolio seeks maximum current income consistent                            with stability of capital.                                                                                                      |
| NY Tax Free Money Fund                                                     | 195,650,615    | 0.120%                                                                                                                                                                                                                                                                                                                                        | Yes | The fund seeks a high level of current income exempt                            from federal and New York income taxes consistent with liquidity and                            the preservation of capital.     |
| Tax-Exempt California Money Market Fund                                    | 116,612,491    | 0.220% to                            $500 million

0.200% next                            $500 million

0.175% next                            $1.0 billion

0.160% next                            $1.0 billion

0.150% thereafter                                                                                                           | No  | The fund seeks maximum current income that is exempt                            from federal and State of California income taxes to the extent                            consistent with stability of capital. |
| Tax Free Money Fund Investment                                             | 107,134,516    | 0.15%                                                                                                                                                                                                                                                                                                                                         | Yes | The fund seeks a high level of current income exempt                            from federal income tax consistent with liquidity and the preservation                            of capitol.                    |

 

             

 

**CASH ACCOUNT TRUST (“CAT”)**

**Government & Agency Securities Portfolio**

**Money Market Portfolio**

**Tax-Exempt Portfolio**

**DWS MONEY FUNDS**

**DWS Money Market Prime Series**

**INVESTORS CASH TRUST (“ICT”)**

**Treasury Portfolio**

**TAX-EXEMPT CALIFORNIA MONEY MARKET FUND**

 

**[P.O. BOX _____]**

**[ADDRESS]**

**YOUR VOTE IS IMPORTANT!**

**VOTE TODAY BY MAIL,**

**TOUCH-TONE PHONE OR THE INTERNET**

**CALL TOLL FREE [________________] OR**

**LOG ON TO [WWW.__________________]**

**PROXY**

**SPECIAL MEETING OF SHAREHOLDERS –            March** **[___],            2008**

The            undersigned hereby appoints John Millette, Patricia DeFilippis and Caroline Pearson,            and each of them, the proxies of the undersigned, with full power of substitution to            each of them, to vote all shares of the above-referenced fund (the “Fund”)            which the undersigned is entitled to vote at the Special Meeting of Shareholders of the            Fund to be held at the offices of Deutsche ______ _____________, _____________,            ___________, ___________, __________ _______ on March [___], 2008, at _:00 p.m.,            Eastern time, and at any adjournments thereof.

**ALL            PROPERLY EXECUTED PROXIES WILL BE VOTED AS DIRECTED. IF NO INSTRUCTIONS ARE INDICATED            ON A PROPERLY EXECUTED PROXY, THE PROXY WILL BE VOTED, IN THE CASE OF PROPOSAL I, FOR            ELECTION OF ALL NOMINEES AND, IN THE CASE OF ALL OTHER PROPOSALS, FOR APPROVAL OF THE            PROPOSALS.**

 

|   | PLEASE SIGN                            AND RETURN PROMPTLY IN THE ENCLOSED ENVELOPE. NO POSTAGE IS                            REQUIRED.                                                                                 |
|--------|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   | Dated                            __________________, 2008                                                                                                                                                               |
|   |                                                                                                                                                                                                                    |
|   | SIGNATURE(S) OF SHAREHOLDER(S)                                ***(Sign in the                            Box)***                                                                                    |
|   | PLEASE SIGN EXACTLY AS YOUR NAME OR NAMES APPEAR.                            WHEN SIGNING AS AN ATTORNEY, EXECUTOR, ADMINISTRATOR, TRUSTEE OR                            GUARDIAN, PLEASE GIVE YOUR FULL TITLE AS SUCH. |

 

             

**PLEASE REFER TO PROXY STATEMENT TO SEE WHICH PROPOSAL IS APPLICABLE            TO YOUR FUND(S).**

**THE            PROXY IS SOLICITED ON BEHALF OF THE BOARD OF THE FUND. THE BOARD RECOMMENDS A VOTE, IN            THE CASE OF PROPOSAL I, FOR ELECTION OF ALL NOMINEES AND, IN THE CASE OF ALL OTHER            PROPOSALS, FOR APPROVAL OF EACH PROPOSAL.**

 

| **Please fill in box(es) as shown using black or                            blue ink or number 2                            pencil.**    **x** |
|--------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| **PLEASE DO NOT USE FINE POINT PENS.**                                                                                                                             |

 

PROPOSAL I

Election of Board Members

 

| **NOMINEES:**                                                                                                                                                                   | (01) John W. Ballantine

(02) Henry P. Becton, Jr.

(03) Dawn-Marie Driscoll

(04) Keith R. Fox

(05) Paul K. Freeman

  | (06) Kenneth C. Froewiss

(07) Richard J. Herring

(08) William McClayton

(09) Rebecca W. Rimel

  | (10) William N. Searcy, Jr.

(11) Jean Gleason Stromberg

(12) Robert H. Wadsworth

(13) Axel Schwarzer | **FOR ALL NOMINEES LISTED (EXCEPT****AS NOTED AT LEFT)** | **WITHHOLD AUTHORITY****TO VOTE FOR ALL NOMINEES LISTED**

                              |   |   |
|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|------------------------------------------------------------------------------------------------------------------------------------|----------------------------------------------------------------------------------------------------------|---------------------------------------------------------------------------------------------------------|----------------------------------------------------------|-----------------------------------------------------------------------------------------------|--------|--------|
| INSTRUCTION: TO WITHHOLD AUTHORITY TO VOTE FOR ANY                            INDIVIDUAL NOMINEE, WRITE THE NUMBER(S) ON THE LINE IMMEDIATELY                            ABOVE. | [                            ]                                                                                                     | [                            ]                                                                           |                                                                                                    | I.                                                       |
|                                                                                                                                                                            | **FOR**                                                                                                                            | **AGAINST**                                                                                              | **ABSTAIN**                                                                                             |                                                     |
| PROPOSAL II-AApproval of an Amended and Restated Investment                            Management Agreement.                                                                    | **[                            ]**                                                                                                 | **[                            ]**                                                                       | **[                            ]**                                                                      | II-A.                                                    |
| PROPOSAL II-BApproval of a Subadviser Approval Policy.                                                                                                                          | **[                            ]**                                                                                                 | **[                            ]**                                                                       | **[                            ]**                                                                      | II-B.                                                    |
| PROPOSAL III-AApproval of a Revised Fundamental Investment Policy                            Regarding Borrowing Money.                                                         | **[                            ]**                                                                                                 | **[                            ]**                                                                       | **[                            ]**                                                                      | III-A.                                                   |
| PROPOSAL III-BApproval of a Revised Fundamental Investment Policy                            Regarding Senior Securities.                                                       | **[                            ]**                                                                                                 | **[                            ]**                                                                       | **[                            ]**                                                                      | III-B.                                                   |

 

 

| PROPOSAL III-C-iApproval of a Revised Fundamental Investment Policy                            Regarding the Concentration for Funds That Will Concentrate in Bank                            Obligations.      | **[                            ]** | **[                            ]** | **[                            ]** | III-C-i.  |
|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|------------------------------------|------------------------------------|------------------------------------|-----------|
| PROPOSAL III-C-iiApproval of a Revised Fundamental Investment Policy                            Regarding the Concentration for Funds That Will Not Concentrate in Bank                            Obligations. | **[                            ]** | **[                            ]** | **[                            ]** | III-C-ii. |
| PROPOSAL III-DApproval of a Revised Fundamental Investment Policy                            Regarding the Underwriting of Securities.                                                                          | **[                            ]** | **[                            ]** | **[                            ]** | III-D.    |
| PROPOSAL III-EApproval of a Revised Fundamental Investment Policy                            Regarding Real Estate Investments.                                                                                 | **[                            ]** | **[                            ]** | **[                            ]** | III-E.    |
| PROPOSAL III-FApproval of a Revised Fundamental Investment Policy                            Regarding Commodities.                                                                                             | **[                            ]** | **[                            ]** | **[                            ]** | III-F.    |
| PROPOSAL III-GApproval of a Revised Fundamental Investment Policy                            Regarding Lending.                                                                                                 | **[                            ]** | **[                            ]** | **[                            ]** | III-G.    |
| PROPOSAL III-HApproval of a Revised Fundamental Investment Policy                            Regarding Portfolio Diversification for Diversified Funds.                                                         | **[                            ]** | **[                            ]** | **[                            ]** | III-H.    |
| PROPOSAL III-IApproval of the Removal of the Fundamental Investment                            Policy Regarding Investing for Control                                                                           | **[                            ]** | **[                            ]** | **[                            ]** | III-I.    |
| PROPOSAL III.JApproval of the Removal of the Fundamental Investment                            Policy Regarding Restricted and Illiquid Securities.                                                             | **[                            ]** | **[                            ]** | **[                            ]** | III-J.    |
| PROPOSAL III-KApproval of the Removal of the Fundamental Investment                            Policy Regarding Margin Transactions.                                                                            | **[                            ]** | **[                            ]** | **[                            ]** | III-K.    |
| PROPOSAL III-LApproval of the Removal of the Fundamental Investment                            Policy Regarding Securities Issued by Other Investment                            Companies.                     | **[                            ]** | **[                            ]** | **[                            ]** | III-L.    |
| PROPOSAL III-MApproval of the Removal of the Fundamental Investment                            Policy Regarding Short Sales.                                                                                    | **[                            ]** | **[                            ]** | **[                            ]** | III-M.    |
| PROPOSAL III-NApproval of the Removal of the Fundamental Investment                            Policy Regarding Options.                                                                                        | **[                            ]** | **[                            ]** | **[                            ]** | III-N.    |

 

| PROPOSAL III-OApproval of the Removal of the Fundamental Investment                            Policy Regarding Issuers Whose Securities Are Owned by Officers and                            Trustees of the Fund or its Investment Adviser. | **[                            ]** | **[                            ]** | **[                            ]** | III-O. |
|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|------------------------------------|------------------------------------|------------------------------------|--------|
| PROPOSAL III-PApproval of the Removal of the Fundamental Investment                            Policy Regarding Issuers with Short Histories.                                                                                                 | **[                            ]** | **[                            ]** | **[                            ]** | III-P. |
| PROPOSAL III-QApproval of the Removal of the Fundamental Investment                            Policy Regarding Investment Objectives and Policies.                                                                                           | **[                            ]** | **[                            ]** | **[                            ]** | III-Q. |
| PROPOSAL III-RApproval of the Removal of the Fundamental Investment                            Policy Regarding Pledging Assets.                                                                                                              | **[                            ]** | **[                            ]** | **[                            ]** | III-R. |
| PROPOSAL III-SApproval of the Removal of the Fundamental Investment                            Policy Regarding Oil, Gas and Mineral Programs.                                                                                                | **[                            ]** | **[                            ]** | **[                            ]** | III-S. |
| PROPOSAL IV-AApproval of a Reclassification of Fundamental Investment                            Objectives as Non-Fundamental.                                                                                                               | **[                            ]** | **[                            ]** | **[                            ]** | IV-A.  |
| PROPOSAL IV-BApproval of a Reclassification of Fundamental Investment                            Policies as Non-Fundamental.                                                                                                                 | **[                            ]** | **[                            ]** | **[                            ]** | IV-B.  |
| PROPOSAL VApproval of Amended and Restated Declarations of                            Trust.                                                                                                                                                  | **[                            ]** | **[                            ]** | **[                            ]** | V.     |
| THE PROXIES ARE AUTHORIZED                            TO VOTE IN THEIR DISCRETION ON ANY OTHER BUSINESS WHICH MAY PROPERLY                            COME BEFORE THE MEETING AND ANY ADJOURNMENTS THEREOF.                                   |

 

**PLEASE SIGN ON REVERSE SIDE.**