Filed electronically with the Securities and Exchange Commission
                               on October 2, 2009

                                                              File No.  02-13628
                                                              File No. 811-00043

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

                                    FORM N-1A


             REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

                           Pre-Effective Amendment No.

                      Post-Effective Amendment No. 173                  |X|

                                     and/or

         REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940

                              Amendment No. 123                         |X|


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

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

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

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


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

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

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





                                       1
<PAGE>



                                EXPLANATORY NOTE

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

     o    DWS Large Company Growth Fund - Classes A, B, C, Institutional and S

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



                                       2
<PAGE>

<PAGE>


                                   [Logo]DWS





PROSPECTUS


DECEMBER 1, 2009




<TABLE>
<S>                            <C> <C>      <C> <C>      <C> <C>      <C>    <C>      <C> <C>
DWS Large Company Growth Fund
CLASS/TICKER                   A   SGGAX    B   SGGBX    C   SGGCX    INST   SGGIX    S   SCQGX
</TABLE>


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

                                                 RESHAPING INVESTING. [DWS Logo]
                                                             Deutsche Bank Group




<PAGE>

TABLE OF CONTENTS





<TABLE>
<S>                                             <C>
DWS LARGE COMPANY GROWTH FUND
Investment Objective...........................  1
Fees and Expenses of the Fund..................  1
Principal Investment Strategy..................  2
Main Risks.....................................  2
Past Performance...............................  3
Management.....................................  3
Purchase and Sale of Fund Shares...............  3
Tax Information................................  4
Payments to Broker-Dealers and
Other Financial Intermediaries.................  4
FUND DETAILS
Other Policies and Risks.......................  5
Who Manages and Oversees the Fund..............  6
Management.....................................  6


</TABLE>
<TABLE>
<S>                                             <C>
INVESTING IN THE FUND
Choosing a Share Class.........................  7
Buying, Exchanging and Selling Shares.......... 11
How to Buy Shares.............................. 11
How to Exchange Shares......................... 12
How to Sell Shares............................. 13
Financial Intermediary Support Payments........ 13
Policies You Should Know About................. 14
Policies About Transactions.................... 14
How The Fund Calculates Share Price............ 18
Other Rights We Reserve........................ 18
Understanding Distributions and Taxes.......... 19
FINANCIAL HIGHLIGHTS........................... 21
APPENDIX....................................... 26
</TABLE>



-------------------------------------------------------------------------------
YOUR INVESTMENT IN THE FUND IS NOT A BANK DEPOSIT AND IS NOT INSURED OR
GUARANTEED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION OR ANY OTHER GOVERNMENT
AGENCY, ENTITY OR PERSON.
-------------------------------------------------------------------------------

<PAGE>



                                                                       [Logo]DWS
                                                                      INVESTMENT
                                                             Deutsche Bank Group


DWS LARGE COMPANY GROWTH FUND



INVESTMENT OBJECTIVE

The fund seeks long-term growth of capital.




FEES AND EXPENSES OF THE FUND


These are the fees you may pay when you buy and hold shares in this fund. You
may qualify for sales charge discounts if you and your immediate family invest,
or agree to invest in the future, at least $50,000 in DWS funds. More
information about these and other discounts is available from your financial
professional and in Choosing a Share Class (p. XX) and Purchase and Redemption
of Shares in the fund's Statement of Additional Information (SAI) (p. XXX).


SHAREHOLDER FEES (paid directly from your investment)



<TABLE>
<CAPTION>
                                         A          B          C    INST      S
                             -------------  ---------  ---------  ------  -----
<S>                          <C>            <C>        <C>        <C>     <C>
Maximum sales charge
(load) on purchases, as %
of offering price                  5.75       None       None     None    None
---------------------------        ----       --         --       ------  -----
Maximum contingent
deferred sales charge
(load), as % of redemption
proceeds                        None(1)         4.00       1.00   None    None
---------------------------     -------       ------     ------   ------  -----
</TABLE>

ANNUAL FUND OPERATING EXPENSES
(expenses that pay you each year as a % of the value of your investment)


<TABLE>
<CAPTION>
                              A    B    C    INST   S
                            ---  ---  ---  ------  --
<S>                         <C>  <C>  <C>  <C>     <C>
Management fee
--------------------------  ---  ---  ---  ------  --
Distribution/service
(12b-1) fees
--------------------------  ---  ---  ---  ------  --
Other expenses(includes
an administrative fee)
--------------------------  ---  ---  ---  ------  --
TOTAL OPERATING EXPENSES
--------------------------  ---  ---  ---  ------  --
</TABLE>


(1)   Investments of $1 million or more may be eligible to buy Class A shares
      without a sales charge (load), but may be subject to a contingent
      deferred sales charge of 1.00% if redeemed within 12 months of purchase
      and 0.50% if redeemed within the following six months.



EXAMPLE


This Example is intended to help you compare the cost of investing in the fund
with the cost of investing in other mutual funds. The Example assumes that you
invest $10,000 in the fund for the time periods indicated and then redeem all
of your shares at the end of those periods. The Example also assumes that your
investment has a 5% return each year and that the fund's operating expenses
remain the same. Although your actual costs may be higher or lower, based on
these assumptions your costs would be:



<TABLE>
<CAPTION>
YEARS      A    B    C    INST   S
-------  ---  ---  ---  ------  --
<S>      <C>  <C>  <C>  <C>     <C>
1
--       ---  ---  ---  ------  --
3
--       ---  ---  ---  ------  --
5
--       ---  ---  ---  ------  --
10
--       ---  ---  ---  ------  --
</TABLE>

You would pay the following expenses if you did not redeem your shares:



<TABLE>
<CAPTION>
YEARS      A    B    C    INST   S
-------  ---  ---  ---  ------  --
<S>      <C>  <C>  <C>  <C>     <C>
1
--       ---  ---  ---  ------  --
3
--       ---  ---  ---  ------  --
5
--       ---  ---  ---  ------  --
10
--       ---  ---  ---  ------  --
</TABLE>

Class B converts to Class A after six years; the Example for Class B reflects
lower fees incurred in Class A after this conversion.


PORTFOLIO TURNOVER

The fund pays transaction costs when it buys and sells securities (or "turns
over" its portfolio). A higher portfolio turnover may indicate higher
transaction costs and may mean higher taxes if you are investing in a taxable
account. These costs are not reflected in annual fund operating expenses or in
the expense example, but are reflected in fund performance.


During the most recent fiscal year, the fund's portfolio turnover rate was ___%
of the average value of its portfolio.




                                       1
PROSPECTUS December 1, 2009                      DWS Large Company Growth Fund
<PAGE>

PRINCIPAL INVESTMENT STRATEGY



MAIN INVESTMENTS. Under normal circumstances, the fund invests at least 80% of
net assets, plus the amount of any borrowings for investment purposes, in large
US companies that are similar in size to the companies in the Russell 1000
Growth Index (generally the 1,000 largest publicly traded companies in the
United States). The fund's equity investments are mainly common stocks, but may
also include other types of equities such as preferred stocks or convertible
securities. The fund may also invest up to 20% of its assets in stocks and
other securities of companies not publicly traded in the United States. The
fund expects to invest in a portfolio consisting of approximately 35 issuers,
although this number can vary depending on market conditions.



MANAGEMENT PROCESS. In choosing stocks, portfolio management begins by
utilizing a proprietary quantitative model to rank stocks based on a number of
factors including valuation and profitability. Portfolio management also
applies fundamental techniques to identify companies that it believes display
above-average earnings growth compared to other companies and have strong
product lines, effective management and leadership positions within core
markets. The factors considered and models used by portfolio management may
change over time. Portfolio management may favor different types of securities
from different industries and companies at different times.


Portfolio management will normally sell a stock when it believes the price is
unlikely to go higher, the company's fundamentals have changed, other
investments offer better opportunities or in the course of adjusting the fund's
emphasis on a given industry.




OTHER INVESTMENTS AND TECHNIQUES
--------------------------------------------------------------------------------

DERIVATIVES. The fund may use various types of derivatives (contracts whose
value is based on, for example, indices, currencies or securities) for hedging,
risk management or non-hedging purposes to seek to enhance potential gains. The
fund may use derivatives as a substitute for direct investment in a particular
asset class or to keep cash on hand to meet shareholder redemptions or other
needs.

SECURITIES LENDING. The fund may lend securities (up to one-third of total
assets) to approved institutions.


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


MAIN RISKS


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


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


GROWTH INVESTING RISK. As a category, growth stocks may underperform value
stocks (and the stock market as a whole) over any period of time. Because the
prices of growth stocks are based largely on the expectation of future
earnings, growth stock prices can decline rapidly and significantly in reaction
to negative news about such factors as earnings, the economy, political
developments, or other news. A growth company may fail to fulfill apparent
promise or may be eclipsed by competitors or its products or services rendered
obsolete by new technologies. Growth stocks also typically lack the dividends
associated with value stocks that might otherwise cushion investors from the
effects of declining stock prices. In addition, growth stocks selected for
investment by portfolio management may not perform as anticipated.


FOCUS RISK - LIMITED NUMBER OF SECURITIES. To the extent that the fund pursues
a strategy of investing in a limited number of securities, it will have a
relatively large exposure to the risks of each individual security, and may be
more volatile than a fund that invests more broadly.


SECURITY SELECTION RISK. The securities in the fund's portfolio may decline in
value. Portfolio management could be wrong in its analysis of industries,
companies, economic trends, the relative attractiveness of different securities
or other matters.


DERIVATIVES RISK. Risks associated with derivatives include the risk that the
derivative is not well correlated with the security, index or currency to which
it relates; the risk that derivatives may result in losses or missed
opportunities; the risk that the fund will be unable to sell the derivative
because of an illiquid secondary market; the risk that a counterparty is
unwilling or unable to meet its obligation; and the risk that the derivative
transaction could expose the fund to the effects of leverage, which could
increase the fund's exposure to the market and magnify potential losses. There
is no guarantee that derivatives, to the extent employed, will have the
intended effect, and their use could cause lower returns or even losses to the
fund. The use of derivatives by the fund to hedge risk may reduce the
opportunity for gain by offsetting the positive effect of favorable price
movements.


SECURITIES LENDING RISK. Any decline in the value of a portfolio security that
occurs while the security is out on loan is borne by the fund, and will
adversely affect performance. Also, there may be delays in recovery of
securities loaned or even a loss of rights in the collateral should the
borrower of the securities fail financially while holding the security.


More information about fund risks, including additional risk factors not
discussed above, is included in Fund Details and the fund's SAI.


                                       2
PROSPECTUS December 1, 2009                      DWS Large Company Growth Fund
<PAGE>

PAST PERFORMANCE


How a fund's returns vary from year to year can give an idea of its risk; so
can comparing fund performance to overall market performance (as measured by an
appropriate market index). As always, past performance may not indicate future
results. All performance figures below assume that dividends were reinvested.
For more recent performance figures, go to dws-investments.com (the Web site
does not form a part of this prospectus) or call (800) 621-1048.


CALENDAR YEAR TOTAL RETURNS (%) (Class A)

These year-by-year returns do not include sales charges, and would be lower if
they did. Returns for other classes were different and are not shown here.


[BAR GRAPHIC OMITTED HERE]

[BAR GRAPHIC DATA]




<TABLE>
<S>          <C>         <C>         <C>         <C>        <C>       <C>       <C>       <C>        <C>
  34.69       -19.43      -22.85      -29.89     24.71      4.22      7.93       6.93     12.43
  1999         2000        2001      2002        2003       2004      2005      2006       2007      2008
</TABLE>





<TABLE>
<S>                                <C>
Best Quarter: __%, Q_ ____         Worst Quarter: ___%, Q__ _____
Year-to-Date as of 9/30/09: x.xx%
</TABLE>

AVERAGE ANNUAL TOTAL RETURNS
(For periods ended 12/31/2008 expressed as a %)

These returns include sales charges. Performance of a broad-based index is
shown for comparison. Indexes have no sales charges and cannot be invested in
directly. After-tax returns (which are shown only for Class A and would be
different for other classes) reflect the highest individual federal income tax
rates in effect at the time, but do not reflect any state or local taxes. Your
actual after-tax returns may be different. After-tax returns are not relevant
to shares held in an IRA, 401(k) or other tax-advantaged investment plan. Class
B shares convert to Class A shares six years after purchase; therefore, returns
for the period after conversion reflect the performance of Class A shares.



<TABLE>
<CAPTION>
                                CLASS       1        5       10       SINCE
RETURN                      INCEPTION    YEAR    YEARS    YEARS   INCEPTION
------------------------- -----------  ------  -------  -------  ----------
<S>                       <C>          <C>     <C>      <C>      <C>
CLASS A before tax           8/1/99
-------------------------  --------    ------  -------  -------  ----------
  After tax on
  distributions()
  After tax on distribu-
  tions, with sale
------------------------- --------     ------  -------  -------  ----------
CLASS B before tax         12/29/00
-------------------------  --------    ------  -------  -------  ----------
CLASS C before tax         12/29/00
-------------------------  --------    ------  -------  -------  ----------
INST CLASS before tax      12/29/00
-------------------------  --------    ------  -------  -------  ----------
CLASS S before tax          5/15/91
-------------------------  --------    ------  -------  -------  ----------
RUSSELL 1000 GROWTH
INDEX
------------------------- --------     ------  -------  -------  ----------
</TABLE>


RUSSELL 1000 (Reg. TM) GROWTH INDEX is an unmanaged index that consists of
those stocks in the Russell 1000 (Reg. TM) Index that have higher price-to-book
ratios and higher forecasted growth values. Russell 1000 (Reg. TM) Index is an
unmanaged price-only index of the 1,000 largest capitalized companies that are
domiciled in the US and whose common stocks are traded.



MANAGEMENT


INVESTMENT ADVISOR

Deutsche Investment Management Americas Inc.


PORTFOLIO MANAGER(S)

OWEN FITZPATRICK, CFA. Managing Director of Deutsche Asset Management and Lead
Manager of the fund. Joined the fund in 2009.


BRENDAN O'NEILL, CFA. Director of Deutsche Asset Management and Portfolio
Manager of the fund. Joined the fund in 2007.



PURCHASE AND SALE OF FUND SHARES


MINIMUM INITIAL INVESTMENT ($)


<TABLE>
<CAPTION>
                                                             AUTOMATIC
                                  IRAS (AND UGMAS/          INVESTMENT
              NON-IRA           UTMAS FOR CLASS S)               PLANS
         ------------  ---------------------------  ------------------
<S>      <C>           <C>                          <C>
A B C        1,000                  500                      500
-------      -----                  ---                      ---
INST     1,000,000                 N/A                      N/A
-------  ---------                 ----                     ----
S            2,500                1,000                    1,000
-------  ---------                -----                    -----
</TABLE>

There is no minimum initial investment (for Class A, B and C shares) or minimum
additional investment (for Class A and S shares) on behalf of participants in
certain fee-based and wrap programs offered through certain financial
intermediaries approved by the Advisor, or for Institutional Class shares. The
minimum additional investment for all other instances is $50. The maximum
Automatic Investment Plan investment is $250,000.


TO PLACE ORDERS


<TABLE>
<S>            <C>                       <C>
MAIL           First Investment          DWS Investments, PO Box 219356
                                         Kansas City, MO 64121-9356
               Additional Investments    DWS Investments, PO Box 219154
                                         Kansas City, MO 64121-9154
               Exchanges and             DWS Investments, PO Box 219557
               Redemptions               Kansas City, MO 64121-9557
EXPEDITED MAIL                          DWS Investments, 210 West 10th Street
                                        Kansas City, MO 64105-1614
WEB SITE                                www.dws-investments.com
TELEPHONE                               Class A, B or C shares: (800) 621-1048
                                        Institutional Class shares: (800) 730-1313
                                        Class S shares: (800) 728-3337
                                        M - F 9 a.m. - 6 p.m. ET
TDD LINE                                (800) 728-3006, M - F 9 a.m. - 6 p.m. ET
</TABLE>


You can buy or sell shares of the fund on any business day at our web site, by
mail, or by telephone. The fund is generally open on days when the New York
Stock Exchange is open for regular trading.


Institutional Class shares are generally available only to qualified
institutions. Class S shares are generally available only to existing Class S
shareholders.



                                       3
PROSPECTUS December 1, 2009                      DWS Large Company Growth Fund
<PAGE>

TAX INFORMATION


The fund's distributions (dividend and capital gains distributions are expected
to be paid annually) are generally taxable to you as ordinary income or capital
gains, except when your investment is in an IRA, 401(k), or other tax-deferred
investment plan.



PAYMENTS TO BROKER-DEALERS AND

OTHER FINANCIAL INTERMEDIARIES

If you purchase the fund through a broker-dealer or other financial
intermediary (such as a bank), the fund and its affiliates may pay the
intermediary for the sale of fund shares and related services. These payments
may create a conflict of interest by influencing the broker-dealer or other
intermediary and your salesperson to recommend the fund over another
investment. Ask your salesperson or visit your financial intermediary's web
site for more information.


                                       4
PROSPECTUS December 1, 2009                      DWS Large Company Growth Fund
<PAGE>

FUND DETAILS


OTHER POLICIES AND RISKS

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

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

o  As a temporary defensive measure, the fund could shift up to 100% of assets
   into investments such as money market securities. This could prevent
   losses, but, while engaged in a temporary defensive position, the fund will
   not be pursuing its investment objective. However, portfolio management may
   choose not to use these strategies for various reasons, even in volatile
   market conditions.

o  The fund may trade actively. This could raise transaction costs (thus
   lowering return) and could mean increased taxable distributions to
   shareholders and distributions that will be taxable to shareholders at
   higher federal income tax rates.

o  Certain DWS funds-of-funds are permitted to invest in the fund. As a result,
   the fund may have large inflows or outflows of cash from time to time. This
   could have adverse effects on the fund's performance if the fund were
   required to sell securities or invest cash at times when it otherwise would
   not do so. This activity could also accelerate the realization of capital
   gains and increase the fund's transaction costs.


COUNTERPARTY RISK. A financial institution or other counterparty with whom the
fund does business (such as trading or securities lending), or that
underwrites, distributes or guarantees any investments or contracts that the
fund owns or is otherwise exposed to, may decline in financial health and
become unable to honor its commitments. This could cause losses for the fund or
could delay the return or delivery of collateral or other assets to the fund.


FOREIGN INVESTMENT RISK. To the extent the fund invests in companies based
outside the US, it faces the risks inherent in foreign investing. Adverse
political, economic or social developments could undermine the value of the
fund's investments or prevent the fund from realizing their full value.
Financial reporting standards for companies based in foreign markets differ
from those in the US. Additionally, foreign securities markets generally are
smaller and less liquid than US markets. Changes in currency exchange rates may
affect the US dollar value of foreign securities or the income or gain received
on these securities. The investments of the fund may be subject to foreign
withholding taxes. The risks of foreign investing tend to be greater in
emerging markets.


LIQUIDITY RISK. In certain situations, it may be difficult or impossible to
sell an investment in an orderly fashion at an acceptable price. This risk can
be ongoing for any security that does not trade actively or in large volumes
(for example, many small company and foreign securities), for any security that
trades primarily on smaller markets, and for investments that typically trade
only among a limited number of large investors (such as certain types of
derivatives or restricted securities). In unusual market conditions, even
normally liquid securities may be affected by a degree of liquidity risk. This
may affect only certain securities or an overall securities market.


PRICING RISK. If market conditions make it difficult to value some investments,
the fund may value these investments using more subjective methods, such as
fair value pricing. In such cases, the value determined for an investment could
be different than the value realized upon such investment's sale. As a result,
you could pay more than the market value when buying fund shares or receive
less than the market value when selling fund shares.



FOR MORE INFORMATION

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


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


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


A complete list of the fund's portfolio holdings as of the month-end is posted
on www.dws-investments.com on or about the 15th day of the following month.
More frequent posting of portfolio holdings information may be made



                                       5
PROSPECTUS December 1, 2009                                       Fund Details
<PAGE>

from time to time on www.dws-investments.com. The posted portfolio holdings
information is available by fund and generally remains accessible at least
until the date on which the fund files its Form N-CSR or N-Q with the
Securities and Exchange Commission for the period that includes the date as of
which the posted information is current. The fund's Statement of Additional
Information includes a description of the fund's policies and procedures with
respect to the disclosure of the fund's portfolio holdings.


WHO MANAGES AND OVERSEES THE FUND


THE INVESTMENT ADVISOR

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



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



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


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


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



<TABLE>
<CAPTION>
FUND NAME                   FEE PAID
-------------------------  ---------
<S>                        <C>
DWS Large Company Growth
Fund                         ____%
-------------------------  ---------
</TABLE>

The Advisor has contractually agreed through _________to waive and/or reimburse
fund expenses such that expenses for Class ___ shares do not exceed ___%. The
agreement may be terminated by the fund's Board and does not extend to
extraordinary expenses, taxes, brokerage and interest, or certain other
expenses.



A discussion regarding the basis for the Board's approval of the fund's
investment management agreement is contained in the shareholder report for the
semi-annual period ended January 31 (see "Shareholder reports" on the back
cover).


Under a separate administrative services agreement between the fund and the
Advisor, the fund pays the Advisor a fee of 0.10% for providing most of the
fund's administrative services.




MANAGEMENT



OWEN FITZPATRICK, CFA. Managing Director of Deutsche Asset Management and Lead
Manager of the fund. Joined the fund in 2009.


o  Joined Deutsche Asset Management in 2009.

o  Prior to joining Deutsche Assets Management, he was Managing Director of
   Deutsche Bank Private Wealth Management and served as head of U.S. Equity
   Strategy and manager of the U.S. large cap core, value and growth
   portfolios and member of the U.S. Investment Committee and head of the
   Equity Strategy Group.

o  Previous experience includes over 21 years of experience in trust and
   investment management. Prior to joining Deutsche Bank in 1995, managed an
   equity income fund, trust and advisory relationships for Princeton Bank &
   Trust Company, where he was also responsible for research coverage of the
   consumer cyclical sector. Previously served as a portfolio manager at
   Manufacturer's Hanover Trust Company.

o  BA and MBA, Fordham University.


BRENDAN O'NEILL, CFA. Director of Deutsche Asset Management and Portfolio
Manager of the fund. Joined the fund in 2007.


o  Joined Deutsche Asset Management in 2000.

o  Equity Research Analyst covering the financial services sector since 2001.

o  Previously served as a member of the Large Cap Core Equity team.

o  BA, Queens College, CUNY; MS, Zicklin School of Business, Baruch College.

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


                                       6
PROSPECTUS December 1, 2009                                       Fund Details
<PAGE>

INVESTING IN THE FUND


This prospectus offers the share classes noted on the front cover. Each class
has its own fees and expenses, offering you a choice of cost structures:

o  CLASS A, B AND C SHARES are intended for investors seeking the advice and
   assistance of a financial advisor, who will typically receive compensation
   for those services.

o  CLASS S SHARES AND INSTITUTIONAL CLASS SHARES are only available to
   particular investors or through certain programs, as described below.

The following pages tell you how to invest in the fund and what to expect as a
shareholder. The following pages also tell you about many of the services,
choices and benefits of being a shareholder. You'll also find information on
how to check the status of your account using the method that's most convenient
for you.


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


You can find out more about the topics covered here by speaking with your
financial advisor or a representative of your workplace retirement plan or
other investment provider.



CHOOSING A SHARE CLASS


Before you invest, take a moment to look over the characteristics of each share
class, so that you can be sure to choose the class that's right for you.


You may want to ask your financial advisor to help you with this decision.


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



<TABLE>
<CAPTION>
 CLASSES AND FEATURES                 POINTS TO HELP YOU COMPARE
<S>                                  <C>
 CLASS A
 o    Sales charge of up to 5.75%     o Some investors may be able to
   charged when you buy shares       reduce or eliminate their sales
                                     charge; see "Class A shares"
 o    In most cases, no charge when
   you sell shares                   o Total annual expenses are
                                     lower than those for Class B or
 o    Up to 0.25% annual share-
                                     Class C
   holder servicing fee
                                     o Distributions are generally
                                     higher than Class B or Class C
 CLASS B
 o    No sales charge when you buy    o The deferred sales charge rate
   shares                            falls to zero after six years
 o    Deferred sales charge          o Shares automatically convert to
declining
   from 4.00%, charged when you      Class A after six years, which
   sell shares you bought within     means lower annual expenses
   the last six years                going forward
 o    0.75% annual distribution fee  o Distributions are generally
   and up to 0.25% annual share-     lower than Class A
   holder servicing fee
 CLASS C
 o    No sales charge when you buy    o The first year deferred sales
   shares                            charge rate is lower for Class C
                                     shares than Class B shares, but
 o    Deferred sales charge of
                                     your shares never automatically
   1.00%, charged when you sell
                                     convert to Class A, so annual
   shares you bought within the
                                     expenses remain higher than
   last year
                                     Class A
 o    0.75% annual distribution fee
                                     o Distributions are generally
   and up to 0.25% annual share-
                                     lower than Class A
   holder servicing fee
                                     o Maximum investment of
                                     $500,000
 INSTITUTIONAL CLASS
 o    No charges when you buy or      o Only available to certain institu-
   sell shares                       tional investors
                                     o $1,000,000 minimum invest-
                                     ment
                                     o Distributions are generally
                                     higher than Class A, B and C,
                                     and may be higher than Class
                                     S, depending on relative
                                     expenses
 CLASS S
 o    No charges when you buy or      o Limited availability, see "Eligibil-
   sell shares                       ity Requirements" under
                                     "Class S Shares"
</TABLE>



CLASS A SHARES


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



                                       7
PROSPECTUS December 1, 2009                              Investing in the Fund
<PAGE>

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



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




<TABLE>
<CAPTION>
                               FRONT-END SALES       FRONT-END SALES
                                   CHARGE AS %   CHARGE AS % OF YOUR
YOUR INVESTMENT         OF OFFERING PRICE(1,2)     NET INVESTMENT(2)
--------------------  ------------------------  --------------------
<S>                   <C>                       <C>
Under $50,000         5.75%                     6.10%
--------------------  -----                     -----
$  50,000-$99,999     4.50                      4.71
-----------------     -----                     -----
$100,000-$249,999     3.50                      3.63
-----------------     -----                     -----
$250,000-$499,999     2.60                      2.67
-----------------     -----                     -----
$500,000-$999,999     2.00                      2.04
-----------------     -----                     -----
$1 million or more                 see below              see below
--------------------  ------------------------  --------------------
</TABLE>

(1)   The "offering price", the price you pay to buy shares, includes the sales
      charge which will be deducted directly from your investment.
(2)   Because of rounding in the calculation of the offering price, the actual
      front-end sales charge paid by an investor may be higher or lower than
      the percentages noted.


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

o  you indicate your intent in writing to invest at least $50,000 in Class A
   shares (including Class A shares in other retail DWS funds) over the next
   24 months ("Letter of Intent")

o  the amount of Class A shares you already own (including Class A shares in
   other retail DWS funds) plus the amount you're investing now in Class A
   shares is at least $50,000 ("Cumulative Discount")

o  you are investing a total of $50,000 or more in Class A shares of several
   retail DWS funds on the same day ("Combined Purchases")

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


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


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


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


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


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


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


IF YOU'RE INVESTING $1 MILLION OR MORE, either as a lump sum or through one of
the sales charge reduction features described above, you may be eligible to buy
Class A shares without a sales charge ("Large Order NAV Purchase Privilege").
However, you may be charged a contingent deferred sales charge (CDSC) of 1.00%
on any shares you sell within 12 months of owning them and a similar charge of
0.50% on shares you sell within the following six months. This CDSC is waived
under certain circumstances (see "Policies You Should Know About"). Your
financial advisor or Shareholder Services can answer your questions and help
you determine if you're eligible.


CLASS B SHARES

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



                                       8
PROSPECTUS December 1, 2009                              Investing in the Fund
<PAGE>

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


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



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

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


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


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


CLASS C SHARES

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


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


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


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



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

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


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


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



INSTITUTIONAL CLASS SHARES

You may buy Institutional Class shares through your securities dealer or
through any financial institution that is authorized to act as a shareholder
servicing agent ("financial advisor"). Contact them for details on how to place
and pay for your order.


ELIGIBILITY REQUIREMENTS

You may buy Institutional Class shares if you are any of the following:

o  An eligible institution (e.g., a financial institution, corporation, trust,
   estate or educational, religious or charitable institution).

o  An employee benefit plan with assets of at least $50 million.

o  A registered investment advisor or financial planner purchasing on behalf of
   clients and charging an asset-based or hourly fee.

o  A client of the private banking division of Deutsche Bank AG.

o  A current or former director or trustee of the Deutsche or DWS mutual funds.


o  An employee, the employee's spouse or life partner and children or
   stepchildren age 21 or younger of Deutsche Bank or its affiliates or a
   subadvisor to any fund in the DWS family of funds or a broker-dealer
   authorized to sell shares in the funds.

INVESTMENT MINIMUM


The minimum initial investment is waived for:

o  Shareholders with existing accounts prior to August 13, 2004 who met the
   previous minimum investment eligibility requirement.



                                       9
PROSPECTUS December 1, 2009                              Investing in the Fund
<PAGE>

o  Investment advisory affiliates of Deutsche Bank Securities, Inc., DWS funds
   or Deutsche funds purchasing shares for the accounts of their investment
   advisory clients.

o  Employee benefit plans with assets of at least $50 million.

o  Clients of the private banking division of Deutsche Bank AG.

o  Institutional clients and qualified purchasers that are clients of a
   division of Deutsche Bank AG.

o  A current or former director or trustee of the Deutsche or DWS funds.

o  An employee, the employee's spouse or life partner and children or
   stepchildren age 21 or younger of Deutsche Bank or its affiliates or a
   subadvisor to any fund in the DWS family of funds or a broker-dealer
   authorized to sell shares of the funds.

o  Registered investment advisors who trade through platforms approved by the
   Advisor and whose client assets in the aggregate meet or, in the Advisor's
   judgment, will meet within a reasonable period of time, the $1,000,000
   minimum investment.

o  Employee benefit plan platforms approved by the Advisor that invest in the
   fund through an omnibus account, and that meet or, in the Advisor's
   judgment, will meet within a reasonable period of time, the $1,000,000
   minimum investment.


The fund reserves the right to modify the above eligibility requirements and
investment minimum at any time. In addition, the fund, in its discretion, may
waive the minimum initial investment for specific employee benefit plans (or
family of plans) whose aggregate investment in Institutional Class shares of
the fund equals or exceeds the minimum initial investment amount but where a
particular account or program may not on its own meet such minimum amount.



CLASS S SHARES

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


ELIGIBILITY REQUIREMENTS

Class S shares of a fund are offered at net asset value without a sales charge
to certain eligible investors as described below. The following investors may
purchase Class S shares of DWS funds either (i) directly from DWS Investments
Distributors, Inc. ("DIDI"), the fund's principal underwriter; or (ii) through
an intermediary relationship with a financial services firm established with
respect to the DWS funds as of December 31, 2004.


o  Existing shareholders of Class S shares of any DWS fund as of December 31,
   2004, and household members residing at the same address.


o  Shareholders of Class S of any DWS fund who became Class S shareholders in
   connection with the consolidation of Class AARP and Class S on July 17,
   2006 and household members residing at the same address.


o  Shareholders who have owned Class S shares continuously since December 31,
   2004 and household members residing at the same address may open new
   accounts for Class S shares of any DWS fund.


o  Any participant who has owned Class S shares of any DWS fund through an
   employee sponsored retirement, employee stock, bonus, pension or profit
   sharing plan continuously since December 31, 2004 may open a new individual
   account for Class S shares of any DWS fund.


o  Any participant who owns Class S shares of any DWS fund through a
   retirement, employee stock, bonus, pension or profit sharing plan may
   complete a direct rollover to an IRA account that will hold Class S shares.
   This applies to individuals who begin their retirement plan investments
   with a DWS fund at any time, including after December 31, 2004.


o  Officers, fund Board Members, and full-time employees and their family
   members, of the Advisor and its affiliates.


o  Class S shares are available to any accounts managed by the Advisor, any
   advisory products offered by the Advisor or DIDI and to DWS Allocation
   Series or other fund of funds managed by the Advisor or its affiliates.


o  Shareholders of Class S of DWS Emerging Markets Equity fund who became
   shareholders of the fund in connection with the fund's acquisition of
   Scudder New Asia Fund, Inc. on April 17, 2006.


o  Shareholders of Class S of any DWS fund who became Class S shareholders in
   connection with the consolidation of Class M and Class S on August 18, 2006
   and household members residing at the same address.


o  Shareholders of Class S of any DWS fund who became Class S shareholders in
   connection with the renaming or conversion of Investment Class to Class S
   on October 23, 2006.


The following additional investors may purchase Class S shares of DWS funds.


o  Broker-dealers, banks and registered investment advisors ("RIAs") may
   purchase Class S shares in connection with a comprehensive or "wrap" fee
   program or other fee based program.


o  Any group retirement, employee stock, bonus, pension or profit-sharing
   plans.



                                       10
PROSPECTUS December 1, 2009                              Investing in the Fund
<PAGE>

o  Persons who purchase shares as part of an investment only placement in a 529
   College Savings Plan (i.e., when the DWS fund is one of various investment
   options in a 529 College Savings Plan sponsored by another provider).


o  Persons who purchase shares through a Health Savings Account or a Voluntary
   Employees' Benefit Association ("VEBA") Trust.


DIDI may, at its discretion, require appropriate documentation that shows an
investor is eligible to purchase Class S shares.




BUYING, EXCHANGING AND SELLING SHARES



The following information applies to Class A, B, C, Institutional and S shares.



TO CONTACT DWS INVESTMENTS


BY PHONE


<TABLE>
<CAPTION>
CLASS    NUMBER
-------  ---------------
<S>      <C>
A B C    (800) 621-1048
-------  ---------------
INST     (800) 730-1313
-------  ---------------
S        (800) 728-3337
-------  ---------------
</TABLE>

BY MAIL


<TABLE>
<CAPTION>
TYPE               ADDRESS
-----------------  ------------------------------------------------
<S>                <C>
EXPEDITED MAIL
  All Requests     DWS Investments
-----------------
                   Attn: (see department names under Regular Mail)
                   210 West 10th Street
                   Kansas City, MO 64121-1614
                   ------------------------------------------------
REGULAR MAIL
  New Accounts     DWS Investments
                   Attn: New Applications
                   P.O. Box 219356
                   Kansas City, MO 64121-9356
  Additional       DWS Investments
  Investments      Attn: Purchases
                   P.O. Box 219154
                   Kansas City, MO 64121-9154
  Exchanges and    DWS Investments
  Redemptions      Attn: Transaction Processing
                   P.O. Box 219557
                   Kansas City, MO 64121-9557
</TABLE>


HOW TO BUY SHARES


Please note that your account cannot be opened until we receive a completed
account application.


MINIMUM INITIAL INVESTMENT ($)


<TABLE>
<CAPTION>
                                                             AUTOMATIC
                                  IRAS (AND UGMAS/          INVESTMENT
              NON-IRA           UTMAS FOR CLASS S)               PLANS
         ------------  ---------------------------  ------------------
<S>      <C>           <C>                          <C>
A B C        1,000                  500                      500
-------      -----                  ---                      ---
INST     1,000,000                 N/A                      N/A
-------  ---------                 ----                     ----
S            2,500                1,000                    1,000
-------  ---------                -----                    -----
</TABLE>

There is no minimum initial investment (for Class A, B and C shares) or minimum
additional investment (for Class A and S shares) on behalf of participants in
certain fee-based and wrap programs offered through certain financial
intermediaries approved by the Advisor, or for Institutional Class shares. The
minimum additional investment for all other instances is $50. The maximum
Automatic Investment Plan investment is $250,000.


THROUGH A FINANCIAL ADVISOR

Contact your financial advisor to obtain a new account application or for
instructions about how to set up a new account. Your advisor can also assist
with making additional investments into an existing account.


BY MAIL OR EXPEDITED MAIL

To establish an account, simply complete the appropriate application and mail
it to the address provided on the form (P.O. Box or expedited mail). With your
application, include your check made payable to "DWS Investments" for the
required initial minimum investment for the share class you have selected. For
Institutional Class shares, you may also consult your financial advisor to buy
these shares.


Once your account is established, to make additional investments, send a check
made payable to "DWS Investments" and an investment slip to the appropriate
address. If you do not have an investment slip, include a letter with your
name, account number, the full fund name and share class, and your investment
instructions.


BY AUTOMATIC INVESTMENT PLAN

If you wish to take advantage of the lower initial investment minimums by
establishing an Automatic Investment Plan, make sure to complete that section
on the new account application and attach a voided check for the bank account
from which the funds will be drawn. Investments are made automatically from the
shareholder's account at a bank, savings and loan or credit union into the
shareholder's fund account. Termination by a shareholder will become effective
within thirty days after DWS Investments has received the request. The fund may
immediately terminate a shareholder's Automatic Investment Plan in the event
that any item is unpaid by the shareholder's financial institution.


OTHER WAYS TO BUY SHARES

The following privileges must be established on your account before an
investment request is made. This can either be done by completing the
applicable section(s) on the new account application or by contacting a
customer service representative for instructions and any required paperwork.



                                       11
PROSPECTUS December 1, 2009                              Investing in the Fund
<PAGE>

BY PHONE USING QUICKBUY (FOR ADDITIONAL INVESTMENTS ONLY). Call DWS Investments
using the appropriate telephone number for your share class. You can use our
automated system to place your QuickBuy purchase using the Automated Clearing
House system (ACH), or you can choose to be transferred to a customer service
representative to complete your request. Transactions take two to three days to
be completed and there is a $50 minimum and a $250,000 maximum.


ON THE INTERNET (FOR ADDITIONAL INVESTMENTS ONLY). Register at
www.dws-investments.com to set up on-line access to your account(s). Or, log in
to the website if you have previously registered. Follow the instructions on
the website to request a purchase with money from the bank account you have
established on your DWS account(s).


BY WIRE (FOR ADDITIONAL INSTITUTIONAL CLASS INVESTMENTS ONLY). You may buy
shares by wire only if your account is authorized to do so. Please note that
you or your financial advisor must call us in advance of a wire transfer
purchase. After you inform us of the amount of your purchase, you will receive
a trade confirmation number. Instruct your bank to send payment by wire using
the wire instructions noted below. All wires must be received by 4:00 p.m.
Eastern time the next business day following your purchase. If your wire is not
received by 4:00 p.m. Eastern time on the next business day after the fund
receives your request to purchase shares, your transaction will be canceled at
your expense and risk.


WIRE DETAILS


<TABLE>
<S>              <C>
Bank name        State Street Bank Boston
---------------  --------------------------------
Routing Number   011000028
---------------- ---------
Attention        DWS Investments
---------------- --------------------------------
DDA Number       9903-5552
---------------- ---------
FBO              (Account name) (Account number)
---------------- -------------------------------
Credit           (Fund name, Fund number and, if
----------------
                 applicable, class name)
                 --------------------------------
</TABLE>

Refer to your account statement for the account name and number. Wire transfers
normally take two or more hours to complete. Wire transfers may be restricted
on holidays and at certain other times.


HOW TO EXCHANGE SHARES


REQUIREMENTS AND LIMITS


<TABLE>
<CAPTION>
CLASS   EXCHANGING INTO ANOTHER FUND ($)
------- -----------------------------------------------
<S>     <C>
A B C   1,000 minimum into new non-IRA accounts per
-------
        fund
        500 minimum into new IRA accounts per fund
        50 minimum into all existing accounts per fund
        -----------------------------------------------
INST    1,000,000 minimum into new accounts per fund
-------
        50 minimum into all existing accounts per fund
        -----------------------------------------------
S       2,500 minimum into new non-IRA accounts per
-------
        fund
        1,000 minimum into new IRA and UTMA/UGMA
        accounts per fund
        50 minimum into all existing accounts per fund
        -----------------------------------------------
</TABLE>

Exchanges are allowed between like share classes only.

In addition to what is detailed below, your financial advisor can assist you
with exchanging shares. Please contact your financial advisor using the method
that is most convenient for you.


BY PHONE

Call DWS Investments using the appropriate telephone number for your share
class. You may use our automated system to place your exchange, or you may
choose to be transferred to a customer service representative to complete your
request. For accounts with $5,000 or more, you may also establish an Automatic
Exchange Plan of a minimum of $50 to another DWS fund on a regular basis. A
representative can assist you with establishing this privilege.


ON THE INTERNET

Register at www.dws-investments.com to set up on-line access to your
account(s). Or, log in to the website if you have previously registered. Follow
the instructions on the website to request an exchange to another DWS fund.


BY MAIL OR EXPEDITED MAIL

Write a letter that includes the following information: the name(s) of all
owners and address as they appear on your account, the fund name, share class,
and account number from which you want to exchange, the dollar amount or number
of shares you wish to exchange, and the name of the fund into which you want to
exchange. Also include a daytime telephone number if we have any questions. All
owners should sign the letter and it should be mailed to the appropriate
address for exchanges and redemptions.



                                       12
PROSPECTUS December 1, 2009                              Investing in the Fund
<PAGE>

HOW TO SELL SHARES


REQUIREMENTS AND LIMITS


<TABLE>
<CAPTION>
        SELLING SHARES ($)
        --------------------------------------------
<S>     <C>
A B C   Check redemption:
-------
        Up to 100,000, more than 100,000 see
        "Signature Guarantee"
        QuickSell to your bank: Minimum 50, maximum
        250,000
        Wire redemption to your bank: Minimum 1,000
        --------------------------------------------
INST    Same as Classes A, B and C
------- --------------------------------------------
S       Same as Classes A, B and C
------- --------------------------------------------
</TABLE>

In addition to what is detailed below, your financial advisor can assist you
with selling shares. Please contact your financial advisor using the method
that is most convenient for you.


BY PHONE

There are several privileges available to you to sell shares over the
telephone. For each of these privileges, call DWS Investments using the
appropriate telephone number for your share class. You may use our automated
system or you may choose to be transferred to a customer service representative
to complete your request. You may request a check for the redemption amount
sent to the address on the account.


The additional privileges described next must be established on your account
before a redemption request is made. This can either be done by completing the
applicable section(s) on the new account application when you establish your
account or by contacting a customer service representative for instructions and
any required paperwork to add them to an existing account.


You may request a QuickSell redemption (see table for applicable minimum and
maximum amounts). The proceeds are sent via the Automated Clearing House system
(ACH) to your bank. You may also request a wire redemption to your bank with
the proceeds sent via the Federal Reserve system. For accounts with $5,000 or
more, you may also establish an Automatic Withdrawal Plan of a minimum of $50
to be sent on a regular basis as you direct. Depending on the method you choose
to send these withdrawals, different transaction maximums may apply.


ON THE INTERNET

Register at www.dws-investments.com to set up on-line access to your
account(s). Or, log in to the website if you have previously registered. Follow
the instructions on the website to request a redemption from your account using
the desired method from your available options.


BY MAIL OR EXPEDITED MAIL

Write a letter that includes the following information: the name(s) of all
owners and address as they appear on your account, the fund name, share class,
and account number from which you want to sell shares, the dollar amount or
number of shares you wish to sell, and a daytime telephone number if we have
questions. All owners should sign the letter and it should be mailed to the
appropriate address.


Some redemptions can only be ordered in writing with a signature guarantee. For
more information, please contact DWS Investments using the appropriate
telephone number for your share class.


BY WIRE

You may sell shares by wire only if your account is authorized to do so. You
will be paid for redeemed shares by wire transfer of funds to your financial
advisor or bank upon receipt of a duly authorized redemption request as
promptly as feasible. For your protection, you may not change the destination
bank account over the phone. To sell by wire, call DWS Investments using the
appropriate telephone number for your share class. After you inform DWS
Investments of the amount of your redemption, you will receive a trade
confirmation number. We must receive your order by 4:00 p.m. Eastern time to
wire your account the next business day.



FINANCIAL INTERMEDIARY SUPPORT PAYMENTS


The Advisor, DWS Investments Distributors, Inc. (the "Distributor") and/or
their affiliates may pay additional compensation, out of their own assets and
not as an additional charge to the fund, to selected affiliated and
unaffiliated brokers, dealers, participating insurance companies or other
financial intermediaries ("financial advisors") in connection with the sale
and/or distribution of fund shares or the retention and/or servicing of fund
investors and fund shares ("revenue sharing"). Such revenue sharing payments
are in addition to any distribution or service fees payable under any Rule
12b-1 or service plan of the fund, any record keeping/sub-transfer agency/

networking fees payable by the fund (generally through the Distributor or an
affiliate) and/or the Distributor to certain financial advisors for performing
such services and any sales charge, commissions, non-cash compensation
arrangements expressly permitted under applicable rules of the Financial
Industry Regulatory Authority or other concessions described in the fee table
or elsewhere in this prospectus or the Statement of Additional Information as
payable to all financial advisors. For example, the Advisor, the Distributor
and/or their affiliates may compensate financial advisors for providing the
fund with "shelf space" or access to a third party platform or fund offering
list or other marketing programs, including, without limitation, inclusion of
the fund on preferred or recommended sales lists, mutual fund "supermarket"
platforms and other formal sales programs; granting the Distributor access to
the financial advisor's sales force; granting the Distributor



                                       13
PROSPECTUS December 1, 2009                              Investing in the Fund
<PAGE>

access to the financial advisor's conferences and meetings; assistance in
training and educating the financial advisor's personnel; and obtaining other
forms of marketing support.

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


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


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


It is likely that broker-dealers that execute portfolio transactions for the
fund will include firms that also sell shares of the DWS funds to their
customers. However, the Advisor will not consider sales of DWS fund shares as a
factor in the selection of broker-dealers to execute portfolio transactions for
the DWS funds. Accordingly, the Advisor has implemented policies and procedures
reasonably designed to prevent its traders from considering sales of DWS fund
shares as a factor in the selection of broker-dealers to execute portfolio
transactions for the fund. In addition, the Advisor, the Distributor and/or
their affiliates will not use fund brokerage to pay for their obligation to
provide additional compensation to financial advisors as described above.



POLICIES YOU SHOULD KNOW ABOUT


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



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




POLICIES ABOUT TRANSACTIONS


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


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


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



                                       14
PROSPECTUS December 1, 2009                              Investing in the Fund
<PAGE>

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


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


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


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


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



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


SUB-MINIMUM BALANCES FOR INSTITUTIONAL CLASS. The fund may redeem your shares
and close your account on 60 days' notice if it fails to meet the minimum
account balance requirement of $1,000,000 for any reason.


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


An account maintenance fee of $6.25 per quarter (for a $25 annual fee) will be
assessed on accounts whose balances fail to meet the minimum initial investment
requirement for a period of 90 days prior to the assessment date. The quarterly
assessment will occur on or about the 15th of the last month in each calendar
quarter. Please note that the fee will be assessed on accounts that fall below
the minimum for any reason, including due to market value fluctuations,
redemptions or exchanges. The account maintenance fee does not apply to: (i)
accounts with an automatic investment plan; (ii) accounts held in an omnibus
account through a financial services firm; (iii) accounts maintained on behalf
of participants in certain fee based and wrap programs offered through certain
financial intermediaries approved by the Advisor; (iv) participant level
accounts in group retirement plans held on the records of a retirement plan
record keeper; and (v) accounts held by shareholders who maintain $100,000 or
more in aggregate assets in DWS fund shares.



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


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



                                       15
PROSPECTUS December 1, 2009                              Investing in the Fund
<PAGE>

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


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


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


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


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


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


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



TELEPHONE AND ELECTRONIC TRANSACTIONS. Generally, you are automatically
entitled to telephone redemption and exchange privileges, but you may elect not
to have them when you open your account or by contacting Shareholder Services
at (800) 621-1048 for Class A, B and C shareholders, (800) 730-1313 for
Institutional Class shareholders and (800) 728-3337 for Class S shareholders at
a later date.



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


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


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


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



                                       16
PROSPECTUS December 1, 2009                              Investing in the Fund
<PAGE>

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


A signature guarantee is simply a certification of your signature - a valuable
safeguard against fraud. You can get a signature guarantee from an eligible
guarantor institution, including commercial banks, savings and loans, trust
companies, credit unions, member firms of a national stock exchange or any
member or participant of an approved signature guarantor program. We require
stamps from members of a medallion signature guarantee program. A notarized
document cannot be accepted in lieu of a signature guarantee.


SELLING SHARES OF TRUST ACCOUNTS AND BUSINESS OR ORGANIZATION ACCOUNTS may
require additional documentation. Please call (800) 621-1048 for Class A, B and
C shareholders, (800) 730-1313 for Institutional Class shareholders and (800)
728-3337 for Class S shareholders or contact your financial advisor for more
information.



WHEN YOU SELL SHARES THAT HAVE A CDSC, the CDSC is based on the original
purchase cost or current market value of the shares sold, whichever is less. In
processing orders to sell shares, the shares with the lowest CDSC are sold
first. Exchanges from one fund into another don't affect CDSCs; for each
investment you make, the date you first bought shares is the date we use to
calculate a CDSC on that particular investment.



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

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

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

o  withdrawals related to certain retirement or benefit plans

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

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


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

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



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



You'll be reimbursed (in the form of fund shares) for any CDSC you paid when
you sold shares in a DWS fund. Future CDSC calculations will be based on your
original investment date, rather than your reinstatement date. You can only use
the reinstatement feature once for any given group of shares. To take advantage
of this feature, contact Shareholder Services or your financial advisor.



AUTOMATIC EXCHANGES. Shareholders may automatically exchange fund shares for
shares of the same class of another DWS fund. In order to establish an
automatic exchange: (i) the amount ($50 minimum) to be exchanged must be
specified; and (ii) the originating account must have a minimum account balance
of $5,000. Automatic exchanges will be made automatically until the shareholder
or the fund terminates the privilege.


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



MONEY FROM SHARES YOU SELL is normally sent out within one business day of when
your order is processed (not when it is received), although it could be delayed
for up to seven days. There are circumstances when it could be longer,
including, but not limited to, when you are selling shares you bought recently
by check or ACH (the funds will be placed under a 10 calendar day hold to
ensure good funds) or when unusual circumstances prompt the SEC to



                                       17
PROSPECTUS December 1, 2009                              Investing in the Fund
<PAGE>

allow further delays. Certain expedited redemption processes (e.g., redemption
proceeds by wire) may also be delayed or unavailable when you are selling
shares recently purchased or in the event of the closing of the Federal Reserve
wire payment system. The fund reserves the right to suspend or postpone
redemptions as permitted pursuant to Section 22(e) of the Investment Company
Act of 1940. Generally, those circumstances are when 1) the New York Stock
Exchange is closed other than customary weekend or holiday closings; 2) the SEC
determines that trading on the New York Stock Exchange is restricted; 3) the
SEC determines that an emergency exists which makes the disposal of securities
owned by the fund or the fair determination of the value of the fund's net
assets not reasonably practicable; or 4) the SEC, by order, permits the
suspension of the right of redemption. Redemption payments by wire may also be
delayed in the event of a non-routine closure of the Federal Reserve wire
payment system. For additional rights reserved by the fund, please see "Other
rights we reserve."


HOW THE FUND CALCULATES SHARE PRICE


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




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


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


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


TO THE EXTENT THAT THE FUND INVESTS IN SECURITIES THAT ARE TRADED PRIMARILY IN
FOREIGN MARKETS, the value of its holdings could change at a time when you
aren't able to buy or sell fund shares. This is because some foreign markets
are open on days or at times when the fund doesn't price its shares. (Note that
prices for securities that trade on foreign exchanges can change significantly
on days when the New York Stock Exchange is closed and you cannot buy or sell
fund shares. Price changes in the securities the fund owns may ultimately
affect the price of fund shares the next time the NAV is calculated.)



OTHER RIGHTS WE RESERVE


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

o  withdraw or suspend the offering of shares at any time

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

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

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

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

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



                                       18
PROSPECTUS December 1, 2009                              Investing in the Fund
<PAGE>

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



UNDERSTANDING DISTRIBUTIONS AND TAXES


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


THE FUND INTENDS TO PAY DIVIDENDS TO SHAREHOLDERS ANNUALLY IN DECEMBER, AND IF
NECESSARY, THE FUND MAY DISTRIBUTE AT OTHER TIMES AS NEEDED.


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


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


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


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


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



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


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


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


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


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


                                       19
PROSPECTUS December 1, 2009                              Investing in the Fund
<PAGE>

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


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


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


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


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


                                       20
PROSPECTUS December 1, 2009                              Investing in the Fund
<PAGE>

FINANCIAL HIGHLIGHTS

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


DWS LARGE COMPANY GROWTH FUND - CLASS A




                                       21
PROSPECTUS December 1, 2009                               Financial Highlights
<PAGE>

DWS LARGE COMPANY GROWTH FUND - CLASS B




                                       22
PROSPECTUS December 1, 2009                               Financial Highlights
<PAGE>

DWS LARGE COMPANY GROWTH FUND - CLASS C




                                       23
PROSPECTUS December 1, 2009                               Financial Highlights
<PAGE>

DWS LARGE COMPANY GROWTH FUND - INSTITUTIONAL CLASS




                                       24
PROSPECTUS December 1, 2009                               Financial Highlights
<PAGE>

DWS LARGE COMPANY GROWTH FUND - CLASS S




                                       25
PROSPECTUS December 1, 2009                               Financial Highlights
<PAGE>

APPENDIX

HYPOTHETICAL EXPENSE SUMMARY

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


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


DWS LARGE COMPANY GROWTH FUND - CLASS A




<TABLE>
<CAPTION>
            MAXIMUM        INITIAL HYPOTHETICAL             ASSUMED RATE
         SALES CHARGE:          INVESTMENT:                  OF RETURN:
             5.75%                $10,000                        5%
        ---------------  -------------------------  -----------------------------
                                                      HYPOTHETICAL
           CUMULATIVE      ANNUAL     CUMULATIVE        YEAR-END
         RETURN BEFORE      FUND     RETURN AFTER    BALANCE AFTER    ANNUAL FEES
            FEES AND      EXPENSE      FEES AND         FEES AND          AND
YEAR        EXPENSES       RATIOS      EXPENSES         EXPENSES       EXPENSES
------  ---------------  ---------  --------------  ---------------  ------------
<S>     <C>              <C>        <C>             <C>              <C>
   1
 ---
   2
 ---
   3
 ---
   4
 ---
   5
 ---
   6
 ---
   7
 ---
   8
 ---
   9
 ---
 10
 ---
TOTAL
---
</TABLE>


                                       26
PROSPECTUS December 1, 2009                                           Appendix
<PAGE>

DWS LARGE COMPANY GROWTH FUND - CLASS B




<TABLE>
<CAPTION>
            MAXIMUM        INITIAL HYPOTHETICAL             ASSUMED RATE
         SALES CHARGE:          INVESTMENT:                  OF RETURN:
             0.00%                $10,000                        5%
        ---------------  -------------------------  -----------------------------
                                                      HYPOTHETICAL
           CUMULATIVE      ANNUAL     CUMULATIVE        YEAR-END
         RETURN BEFORE      FUND     RETURN AFTER    BALANCE AFTER      ANNUAL
            FEES AND      EXPENSE      FEES AND         FEES AND       FEES AND
YEAR        EXPENSES       RATIOS      EXPENSES         EXPENSES       EXPENSES
------  ---------------  ---------  --------------  ---------------  ------------
<S>     <C>              <C>        <C>             <C>              <C>
   1
 ---
   2
 ---
   3
 ---
   4
 ---
   5
 ---
   6
 ---
   7
 ---
   8
 ---
   9
 ---
 10
 ---
TOTAL
---
</TABLE>


DWS LARGE COMPANY GROWTH FUND - CLASS C




<TABLE>
<CAPTION>
            MAXIMUM        INITIAL HYPOTHETICAL             ASSUMED RATE
         SALES CHARGE:          INVESTMENT:                  OF RETURN:
             0.00%                $10,000                        5%
        ---------------  -------------------------  -----------------------------
                                                      HYPOTHETICAL
           CUMULATIVE      ANNUAL     CUMULATIVE        YEAR-END
         RETURN BEFORE      FUND     RETURN AFTER    BALANCE AFTER    ANNUAL FEES
            FEES AND      EXPENSE      FEES AND         FEES AND          AND
YEAR        EXPENSES       RATIOS      EXPENSES         EXPENSES       EXPENSES
------  ---------------  ---------  --------------  ---------------  ------------
<S>     <C>              <C>        <C>             <C>              <C>
   1
 ---
   2
 ---
   3
 ---
   4
 ---
   5
 ---
   6
 ---
   7
 ---
   8
 ---
   9
 ---
 10
 ---
TOTAL
---
</TABLE>


                                       27
PROSPECTUS December 1, 2009                                           Appendix
<PAGE>

DWS LARGE COMPANY GROWTH FUND - INSTITUTIONAL CLASS




<TABLE>
<CAPTION>
            MAXIMUM        INITIAL HYPOTHETICAL             ASSUMED RATE
         SALES CHARGE:          INVESTMENT:                  OF RETURN:
             0.00%                $10,000                        5%
        ---------------  -------------------------  -----------------------------
                                                      HYPOTHETICAL
           CUMULATIVE      ANNUAL     CUMULATIVE        YEAR-END
         RETURN BEFORE      FUND     RETURN AFTER    BALANCE AFTER    ANNUAL FEES
            FEES AND      EXPENSE      FEES AND         FEES AND          AND
YEAR        EXPENSES       RATIOS      EXPENSES         EXPENSES       EXPENSES
------  ---------------  ---------  --------------  ---------------  ------------
<S>     <C>              <C>        <C>             <C>              <C>
   1
 ---
   2
 ---
   3
 ---
   4
 ---
   5
 ---
   6
 ---
   7
 ---
   8
 ---
   9
 ---
 10
 ---
TOTAL
---
</TABLE>


DWS LARGE COMPANY GROWTH FUND - CLASS S




<TABLE>
<CAPTION>
            MAXIMUM        INITIAL HYPOTHETICAL             ASSUMED RATE
         SALES CHARGE:          INVESTMENT:                  OF RETURN:
             0.00%                $10,000                        5%
        ---------------  -------------------------  -----------------------------
                                                      HYPOTHETICAL
           CUMULATIVE      ANNUAL     CUMULATIVE        YEAR-END
         RETURN BEFORE      FUND     RETURN AFTER    BALANCE AFTER    ANNUAL FEES
            FEES AND      EXPENSE      FEES AND         FEES AND          AND
YEAR        EXPENSES       RATIOS      EXPENSES         EXPENSES       EXPENSES
------  ---------------  ---------  --------------  ---------------  ------------
<S>     <C>              <C>        <C>             <C>              <C>
   1
 ---
   2
 ---
   3
 ---
   4
 ---
   5
 ---
   6
 ---
   7
 ---
   8
 ---
   9
 ---
 10
 ---
TOTAL
---
</TABLE>



                                       28
PROSPECTUS December 1, 2009                                           Appendix
<PAGE>

TO GET MORE INFORMATION

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


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


For a free copy of any of these documents or to request other information about
the fund, contact DWS Investments at the phone number or address listed below.
SAIs and shareholder reports are also available through the DWS Investments Web
site at www.dws-investments.com. These documents and other information about
the fund are available from the EDGAR Database on the SEC's Internet site at
www.sec.gov. If you like, you may obtain copies of this information, after
paying a copying fee, by e-mailing a request to publicinfo@sec.gov or by
writing the SEC at the address listed below.


You can also review and copy these documents and other information about the
fund, including the fund's SAI, at the SEC's Public Reference Room in
Washington, D.C. Information on the operation of the SEC's Public Reference
Room may be obtained by calling (800) SEC-0330.



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


CONTACT INFORMATION

<TABLE>
<S>               <C>
DWS INVESTMENTS   PO Box 219151
                  Kansas City, MO
                  64121-9151
                  www.dws-investments.com
                  Class A, B or C: (800) 621-1048
                  Institutional Class: (800) 730-1313
                  Class S: (800) 728-3370
SEC               100 F Street, N.E.
                  Washington, D.C. 20549-0102
                  WWW.SEC.GOV
                  (800) SEC-0330
DISTRIBUTOR       DWS Investments Distributors, Inc.
                  222 South Riverside Plaza
                  Chicago, IL 60606-5808
                  (800) 621-1148
SEC FILE NUMBER   DWS Investment Trust
                  DWS Large Company Growth Fund
                  811-00043
</TABLE>





(04/01/09) DLCGF-1               [RECYCLE GRAPHIC APPEARS HERE]
                                                                       [Logo]DWS
                                                                      INVESTMENT
                                                             Deutsche Bank Group


<PAGE>

                              DWS INVESTMENT TRUST

                          DWS Large Company Growth Fund


          CLASS/TICKER: A/SGGAX; B/SGGBX; C/SGGCX; INST/SGGIX; S/SCQGX






                                December 1, 2009


                       STATEMENT OF ADDITIONAL INFORMATION


This Statement of Additional Information is not a prospectus and should be read
in conjunction with the prospectus dated December 1, 2009, as amended from time
to time, copies of which may be obtained without charge by calling (800)
621-1048 for Class A, B and C shares, (800) 730-1313 for Institutional Class
shares or (800) 728-3337 for Class S shares, through the DWS Investments Web
site at www.dws-investments.com, or from the firm from which this Statement of
Additional Information was obtained, and are available along with other
materials on the Securities and Exchange Commission's Internet Web site
(http://www.sec.gov).

Portions of the Annual Report to Shareholders of the Fund, dated July 31, 2009
accompanies this Statement of Additional Information. The financial statements
contained therein, together with accompanying notes, are incorporated by
reference and are hereby deemed to be part of this Statement of Additional
Information.

This Statement of Additional Information ("SAI") is incorporated by reference
into the Prospectus for each class of shares of the Fund noted above.






                                TABLE OF CONTENTS
                                                                          Page
                                                                          ----

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


INVESTMENT POLICIES AND TECHNIQUES..........................................3
   Portfolio Holdings......................................................25

MANAGEMENT OF THE FUND.....................................................26
   Investment Advisor......................................................26


FUND SERVICE PROVIDERS.....................................................37
   Independent Registered Public Accounting Firm...........................43
   Legal Counsel...........................................................43
   Fund Accounting Agent...................................................43
   Custodian...............................................................44
   Transfer Agent and Shareholder Service Agent............................44

PORTFOLIO TRANSACTIONS.....................................................45

PURCHASE AND REDEMPTION OF SHARES..........................................48

DIVIDENDS..................................................................67

TAXES......................................................................68


NET ASSET VALUE............................................................85

BOARD MEMBERS AND OFFICERS.................................................86

TRUST ORGANIZATION........................................................104

PROXY VOTING GUIDELINES...................................................106

FINANCIAL STATEMENTS......................................................106

ADDITIONAL INFORMATION....................................................106

APPENDIX A -- PROXY VOTING GUIDELINES......................................107





                             INVESTMENT RESTRICTIONS

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

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

The Fund has elected to be classified as a diversified series of an open-end
investment company. A diversified fund may not, with respect to 75% of total
assets, invest more than 5% of total assets in the securities of a single issuer
or invest in more than 10% of the outstanding voting securities of such issuer,
with certain exceptions.

As a matter of fundamental policy, the Fund will not:

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

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

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

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

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

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

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

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

The Trustees of DWS Investment Trust have voluntarily adopted certain policies
and restrictions, which are observed in the conduct of the Fund's affairs.
Nonfundamental policies may be changed by the Trustees of the Trust without
requiring prior notice to or approval of shareholders.

As a matter of non-fundamental policy, the Fund currently may not:

(a)      borrow money in an amount greater than 5% of its total assets except
         (i) for temporary or emergency purposes and (ii) by engaging in reverse
         repurchase agreements, dollar rolls, or other investments or
         transactions described in the Fund's registration statement which may
         be deemed to be borrowings;

(b)      enter into either reverse  repurchase  agreements or dollar rolls in an
         amount greater than 5% of its total assets;

(c)      purchase securities on margin or make short sales, except (i) short
         sales against the box, (ii) in connection with arbitrage transactions,
         (iii) for margin deposits in connection with futures contracts, options
         or other permitted investments, (iv) that transactions in futures
         contracts and options shall not be deemed to constitute selling
         securities short, and (v) that the Fund may obtain such short-term
         credits as may be necessary for the clearance of securities
         transactions;

(d)      purchase options, unless the aggregate premiums paid on all such
         options held by the Fund at any time do not exceed 20% of its total
         assets; or sell put options, if as a result, the aggregate value of the
         obligations underlying such put options would exceed 50% of its total
         assets;




(e)      purchase warrants if as a result, such securities, taken at the lower
         of cost or market value, would represent more than 5% of the value of
         the Fund's total assets (for this purpose, warrants acquired in units
         or attached to securities will be deemed to have no value);

(f)      lend portfolio securities in an amount greater than 33 1/3% of its
         total assets;

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

The foregoing non-fundamental policies are in addition to policies otherwise
stated in the prospectuses or this SAI.


The Fund is restricted by the Securities and Exchange Commission's ("SEC" or
"Commission") 15% limitation on investing in illiquid securities.


The Fund may invest in warrants up to 5% of the value of its total assets.

The Fund will not sell put options if, as a result, more than 50% of the Fund's
total assets would be required to be segregated to cover its potential
obligations under such put options other than those with respect to futures and
options thereon.

The Fund generally will not enter into a transaction to hedge currency exposure
to an extent greater, after netting all transactions intended wholly or
partially to offset other transactions, than the aggregate market value (at the
time of entering into the transaction) of the securities held in its portfolio
that are denominated or generally quoted in or currently convertible into such
currency, other than with respect to proxy hedging or cross hedging as described
below, as applicable.

The Fund will not sell interest rate caps or floors where it does not own
securities or other instruments providing the income stream the fund may be
obligated to pay.


Temporary Defensive Policy. For temporary defensive purposes, the Fund may
invest without limit in cash and cash equivalents (including foreign money
market instruments, such as bankers' acceptances, certificates of deposit,
commercial paper, short-term government and corporate obligations, and
repurchase agreements), obligations issued or guaranteed by the US government,
its agencies or instrumentalities ("Government Securities"), domestic repurchase
agreements, money market instruments and high quality debt securities without
equity features. In such a case, the Fund would not be pursuing, and may not
achieve, its investment objective.

Master/feeder Fund Structure. The Board of Trustees has the discretion to retain
the current distribution arrangement for the Fund while investing in a master
fund in a master/feeder fund structure as described below.

A master/feeder fund structure is one in which the Fund (a "feeder fund"),
instead of investing directly in a portfolio of securities, invests most or all
of its investment assets in a separate registered investment company (the
"master fund") with substantially the same investment objective and policies as
the feeder fund. Such a structure permits the pooling of assets of two or more
feeder funds, preserving separate identities or distribution channels at the
feeder fund level. Based on the premise that certain of the expenses of
operating an investment portfolio are relatively fixed, a larger investment
portfolio may eventually achieve a lower ratio of operating expenses to average
net assets. An existing investment company is able to convert to a feeder fund
by selling all of its investments, which involves brokerage and other
transaction costs and realization of a taxable gain or loss, or by contributing
its assets to the master fund and avoiding transaction costs and, if proper
procedures are followed, the realization of taxable gain or loss.

                       INVESTMENT POLICIES AND TECHNIQUES


DWS Large Company Growth Fund is a diversified series of DWS Investment Trust
(the "Trust"). The Fund is an open-end management investment company which
continuously offers and redeems shares at net asset value. The Fund is a company
of the type commonly known as a mutual fund. The Fund offers the following
classes of shares: Class A, Class B, Class C, Institutional Class and Class S
shares. Each class has its own important features and policies.


General Investment Objective and Policies

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

It is possible that certain investment practices and techniques described below
may not be permissible for the Fund based on its investment restrictions, as
described herein, and in the Fund's prospectus.

Borrowing. As a matter of fundamental policy, the Fund will not borrow money,
except as permitted under the 1940 Act, and as interpreted or modified by
regulatory authority having jurisdiction, from time to time. While the Fund does
not currently intend to borrow for investment leveraging purposes, if such a
strategy were implemented in the future it would increase the fund's volatility
and the risk of loss in a declining market. Borrowing by the Fund will involve
special risk considerations. The Fund's assets may change in value during the
time a borrowing is outstanding, thus increasing exposure to capital risk.


Cash Management Vehicles. The Fund may have cash balances that have not been
invested in portfolio securities ("Uninvested Cash"). Uninvested Cash may result
from a variety of sources, including dividends or interest received from
portfolio securities, unsettled securities transactions, reserves held for
investment strategy purposes, amounts held to cover the Fund's open futures and
other derivatives positions, scheduled maturity of investments, liquidation of
investment securities to meet anticipated redemptions or dividend payments, and
new cash received from investors. Uninvested Cash may be invested directly in
money market instruments or other short-term debt obligations. The Fund may use
Uninvested Cash to purchase shares of affiliated money market funds for which
the Advisor may act as investment advisor now or in the future that are
registered under the 1940 Act or that operate in accordance with Rule 2a-7 under
the 1940 Act but are excluded from the definition of "investment company" under
Section 3(c)(1) or 3(c)(7) of the 1940 Act.


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

Convertible Securities. The Fund may invest in convertible securities, that is,
bonds, notes, debentures, preferred stocks and other securities which are
convertible into common stock. Investments in convertible securities can provide
an opportunity for capital appreciation and/or income through interest and
dividend payments by virtue of their conversion or exchange features.

The convertible securities in which the Fund may invest are either fixed income
or zero coupon debt securities which may be converted or exchanged at a stated
or determinable exchange ratio into underlying shares of common stock. The
exchange ratio for any particular convertible security may be adjusted from time
to time due to stock splits, dividends, spin-offs, other corporate distributions
or scheduled changes in the exchange ratio. Convertible debt securities and
convertible preferred stocks, until converted, have general characteristics
similar to both debt and equity securities. Although to a lesser extent than
with debt securities generally, the market value of convertible securities tends
to decline as interest rates increase and, conversely, tends to increase as
interest rates decline. In addition, because of the conversion or exchange
feature, the market value of convertible securities typically changes as the
market value of the underlying common stocks changes, and, therefore, also tends
to follow movements in the general market for equity securities. A unique
feature of convertible securities is that as the market price of the underlying
common stock declines, convertible securities tend to trade increasingly on a
yield basis, and so may not experience market value declines to the same extent
as the underlying common stock. When the market price of the underlying common
stock increases, the prices of the convertible securities tend to rise as a
reflection of the value of the underlying common stock, although typically not
as much as the underlying common stock. While no securities investments are
without risk, investments in convertible securities generally entail less risk
than investments in common stock of the same issuer.

As debt securities, convertible securities are investments which provide for a
stream of income (or in the case of zero coupon securities, accretion of income)
with generally higher yields than common stocks. Convertible securities
generally offer lower yields than non-convertible securities of similar quality
because of their conversion or exchange features.

Of course, like all debt securities, there can be no assurance of income or
principal payments because the issuers of the convertible securities may default
on their obligations.

Convertible securities generally are subordinated to other similar but
non-convertible securities of the same issuer, although convertible bonds, as
corporate debt obligations, enjoy seniority in right of payment to all equity
securities, and convertible preferred stock is senior to common stock, of the
same issuer. However, because of the subordination feature, convertible bonds
and convertible preferred stock typically have lower ratings than similar
non-convertible securities. Convertible securities may be issued as fixed income
obligations that pay current income or as zero coupon notes and bonds, including
Liquid Yield Option Notes ("LYONs"(TM)).

Debt Securities. When the Advisor believes that it is appropriate to do so in
order to achieve the Fund's objective of long-term capital appreciation, the
Fund may invest in debt securities, including bonds of private issuers.
Portfolio debt investments will be selected on the basis of, among other things,
credit quality, and the fundamental outlooks for currency, economic and interest
rate trends, taking into account the ability to hedge a degree of currency or
local bond price risk. The Fund may purchase "investment-grade" bonds, rated
Aaa, Aa, A or Baa by Moody's or AAA, AA, A or BBB by S&P or, if unrated, judged
to be of equivalent quality as determined by the Advisor.

The principal risks involved with investments in bonds include interest rate
risk, credit risk and pre-payment risk. Interest rate risk refers to the likely
decline in the value of bonds as interest rates rise. Generally, longer-term
securities are more susceptible to changes in value as a result of interest-rate
changes than are shorter-term securities. Credit risk refers to the risk that an
issuer of a bond may default with respect to the payment of principal and
interest. The lower a bond is rated, the more it is considered to be a
speculative or risky investment. Pre-payment risk is commonly associated with
pooled debt securities, such as mortgage-backed securities and asset backed
securities, but may affect other debt securities as well. When the underlying
debt obligations are prepaid ahead of schedule, the return on the security will
be lower than expected. Pre-payment rates usually increase when interest rates
are falling.

Depositary Receipts. The Fund may invest in sponsored or unsponsored American
Depositary Receipts ("ADRs"), European Depositary Receipts ("EDRs"), Global
Depositary Receipts ("GDRs"), International Depositary Receipts ("IDRs") and
other types of Depositary Receipts (which, together with ADRs, EDRs, GDRs and
IDRs are hereinafter referred to as "Depositary Receipts"). Depositary receipts
provide indirect investment in securities of foreign issuers. Prices of
unsponsored Depositary Receipts may be more volatile than if they were sponsored
by the issuer of the underlying securities. Depositary Receipts may not
necessarily be denominated in the same currency as the underlying securities
into which they may be converted. In addition, the issuers of the stock of
unsponsored Depositary Receipts are not obligated to disclose material
information in the United States and, therefore, there may not be a correlation
between such information and the market value of the Depositary Receipts. ADRs
are Depositary Receipts which are bought and sold in the United States and are
typically issued by a US bank or trust company, which evidence ownership of
underlying securities by a foreign corporation. GDRs, IDRs and other types of
Depositary Receipts are typically issued by foreign banks or trust companies,
although they may also be issued by United States banks or trust companies, and
evidence ownership of underlying securities issued by either a foreign or a
United States corporation. Generally, Depositary Receipts in registered form are
designed for use in the United States securities markets and Depositary Receipts
in bearer form are designed for use in securities markets outside the United
States. For purposes of the Fund's investment policies, the Fund's investments
in ADRs, GDRs and other types of Depositary Receipts will be deemed to be
investments in the underlying securities. Depositary Receipts, including those
denominated in US dollars, will be subject to foreign currency exchange rate
risk. However, by investing in US dollar-denominated ADRs rather than directly
in foreign issuers' stock, the Fund avoids currency risks during the settlement
period. In general, there is a large, liquid market in the United States for
most ADRs. However, certain Depositary Receipts may not be listed on an exchange
and therefore may be illiquid securities.

Dollar Roll Transactions. Dollar roll transactions consist of the sale by the
Fund to a bank or broker/dealer (the "counterparty") of GNMA certificates or
other mortgage-backed securities together with a commitment to purchase from the
counterparty similar, but not identical, securities at a future date, at the
same price. The counterparty receives all principal and interest payments,
including prepayments, made on the security while it is the holder. The Fund
receives a fee from the counterparty as consideration for entering into the
commitment to purchase. Dollar rolls may be renewed over a period of several
months with a different purchase and repurchase price fixed and a cash
settlement made at each renewal without physical delivery of securities.
Moreover, the transaction may be preceded by a firm commitment agreement
pursuant to which the Fund agrees to buy a security on a future date.




A dollar roll involves costs to the Fund. For example, while the Fund receives a
fee as consideration for agreeing to repurchase the security, the Fund forgoes
the right to receive all principal and interest payments while the counterparty
holds the security. These payments to the counterparty may exceed the fee
received by the Fund, thereby effectively charging the Fund interest on its
borrowing. Further, although the Fund can estimate the amount of expected
principal prepayment over the term of the dollar roll, a variation in the actual
amount of prepayment could increase or decrease the cost of the Fund's
borrowing.


The entry into dollar rolls involves potential risks of loss that are different
from those related to the securities underlying the transactions. For example,
if the counterparty becomes insolvent, the Fund's right to purchase from the
counterparty might be restricted. Additionally, the value of such securities may
change adversely before the Fund is able to purchase them. Similarly, the fund
may be required to purchase securities in connection with a dollar roll at a
higher price than may otherwise be available on the open market. Since, as noted
above, the counterparty is required to deliver a similar, but not identical
security to the Fund, the security that the Fund is required to buy under the
dollar roll may be worth less than an identical security. Finally, there can be
no assurance that the Fund's use of the cash that they receive from a dollar
roll will provide a return that exceeds borrowing costs.


Eurodollar Instruments. The Fund may make investments in Eurodollar instruments
for hedging purposes or to enhance potential gain. Eurodollar instruments are US
dollar-denominated futures contracts or options thereon which are linked to the
London Interbank Offered Rate ("LIBOR"), although foreign currency-denominated
instruments are available from time to time. Eurodollar futures contracts enable
purchasers to obtain a fixed rate for the lending of funds and sellers to obtain
a fixed rate for borrowings. The Fund might use Eurodollar futures contracts and
options thereon to hedge against changes in LIBOR, to which many interest rate
swaps and fixed income instruments are linked.


Foreign Securities. Investments in foreign securities involves certain special
considerations, including those set forth below, which are not typically
associated with investing in US securities and which may favorably or
unfavorably affect the Fund's performance. As foreign companies are not
generally subject to uniform accounting, auditing and financial reporting
standards, practices and requirements comparable to those applicable to domestic
companies, there may be less publicly available information about a foreign
company than about a domestic company. Many foreign stock markets, while growing
in volume of trading activity, have substantially less volume than the New York
Stock Exchange, Inc. (the "Exchange"), and securities of some foreign companies
are less liquid and more volatile than securities of domestic companies.
Similarly, volume and liquidity in most foreign bond markets is less than in the
US and at times, volatility of price can be greater than in the US. Further,
foreign markets have different clearance and settlement procedures and in
certain markets there have been times when settlements have been unable to keep
pace with the volume of securities transactions, making it difficult to conduct
such transactions. Delays in settlement could result in temporary periods when
assets of the Fund are uninvested and no return is earned thereon. The inability
of the Fund to make intended security purchases due to settlement problems could
cause the Fund to miss attractive investment opportunities. Inability to dispose
of portfolio securities due to settlement problems either could result in losses
to the Fund due to subsequent declines in value of the portfolio security or, if
the Fund has entered into a contract to sell the security, could result in a
possible liability to the purchaser. Payment for securities without delivery may
be required in certain foreign markets. Fixed commissions on some foreign stock
exchanges are generally higher than negotiated commissions on US exchanges,
although the Fund will endeavor to achieve the most favorable net results on its
portfolio transactions. Further, the Fund may encounter difficulties or be
unable to pursue legal remedies and obtain judgments in foreign courts. There is
generally less government supervision and regulation of business and industry
practices, stock exchanges, brokers and listed companies than in the US. It may
be more difficult for the Fund's agents to keep currently informed about
corporate actions such as stock dividends or other matters which may affect the
prices of portfolio securities. Communications between the US and foreign
countries may be less reliable than within the US, thus increasing the risk of
delayed settlements of portfolio transactions or loss of certificates for
portfolio securities. In addition, with respect to certain foreign countries,
there is the possibility of expropriation or confiscatory taxation, political or
social instability, or diplomatic developments which could affect US investments
in those countries. Moreover, individual foreign economies may differ favorably
or unfavorably from the US economy in such respects as growth of gross national
product, rate of inflation, capital reinvestment, resource self-sufficiency and
balance of payments position. The management of the Fund seeks to mitigate the
risks associated with the foregoing considerations through diversification and
continuous professional management.

Because investments in foreign securities will usually involve currencies of
foreign countries, and because the Fund may hold foreign currencies and forward
foreign currency exchange contracts ("forward contracts"), futures contracts and
options on futures contracts on foreign currencies, the value of the assets of
the Fund as measured in US dollars may be affected favorably or unfavorably by
changes in foreign currency exchange rates and exchange control regulations, and
the Fund may incur costs in connection with conversions between various
currencies. Although the Fund values its assets daily in terms of US dollars, it
does not intend to convert its holdings of foreign currencies into US dollars on
a daily basis. It will do so from time to time, and investors should be aware of
the costs of currency conversion. Although foreign exchange dealers do not
charge a fee for conversion, they do realize a profit based on the difference
(the "spread") between the prices at which they are buying and selling various
currencies. Thus, a dealer may offer to sell a foreign currency to the Fund at
one rate, while offering a lesser rate of exchange should the Fund desire to
resell that currency to the dealer. The Fund will conduct its foreign currency
exchange transactions either on a spot (i.e., cash) basis at the spot rate
prevailing in the foreign currency exchange market, or through entering into
forward contracts (or options thereon) to purchase or sell foreign currencies.
(See "Strategic Transactions and Derivatives" below.)

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

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

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

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

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

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

IPO Risk. Securities issued through an initial public offering (IPO) can
experience an immediate drop in value if the demand for the securities does not
continue to support the offering price. Information about the issuers of IPO
securities is also difficult to acquire since they are new to the market and may
not have lengthy operating histories. The Fund may engage in short-term trading
in connection with its IPO investments, which could produce higher trading costs
and adverse tax consequences. The number of securities issued in an IPO is
limited, so it is likely that IPO securities will represent a smaller component
of the Fund's portfolio as the Fund's assets increase (and thus have a more
limited effect on the Fund's performance).

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



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

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

Examples of index-based investments include:

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

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

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

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

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

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

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

Privatized Enterprises. Investments in foreign securities may include securities
issued by enterprises that have undergone or are currently undergoing
privatization. The governments of certain foreign countries have, to varying
degrees, embarked on privatization programs contemplating the sale of all or
part of their interests in state enterprises. The Fund's investments in the
securities of privatized enterprises may include privately negotiated
investments in a government or state-owned or controlled company or enterprise
that has not yet conducted an initial equity offering, investments in the
initial offering of equity securities of a state enterprise or former state
enterprise and investments in the securities of a state enterprise following its
initial equity offering.

In certain jurisdictions, the ability of foreign entities, such as the Fund, to
participate in privatizations may be limited by local law, or the price or terms
on which the Fund may be able to participate may be less advantageous than for
local investors. Moreover, there can be no assurance that governments that have
embarked on privatization programs will continue to divest their ownership of
state enterprises, that proposed privatizations will be successful or that
governments will not re-nationalize enterprises that have been privatized.

In the case of the enterprises in which the Fund may invest, large blocks of the
stock of those enterprises may be held by a small group of stockholders, even
after the initial equity offerings by those enterprises. The sale of some
portion or all of those blocks could have an adverse effect on the price of the
stock of any such enterprise.

Prior to making an initial equity offering, most state enterprises or former
state enterprises go through an internal reorganization or management. Such
reorganizations are made in an attempt to better enable these enterprises to
compete in the private sector. However, certain reorganizations could result in
a management team that does not function as well as an enterprise's prior
management and may have a negative effect on such enterprise. In addition, the
privatization of an enterprise by its government may occur over a number of
years, with the government continuing to hold a controlling position in the
enterprise even after the initial equity offering for the enterprise.

Prior to privatization, most of the state enterprises in which the Fund may
invest enjoy the protection of and receive preferential treatment from the
respective sovereigns that own or control them. After making an initial equity
offering, these enterprises may no longer have such protection or receive such
preferential treatment and may become subject to market competition from which
they were previously protected. Some of these enterprises may not be able to
operate effectively in a competitive market and may suffer losses or experience
bankruptcy due to such competition.

Real Estate Investment Trusts ("REITs"). The Fund may invest in REITs. REITs are
sometimes informally characterized as equity REITs, mortgage REITs and hybrid
REITs. Investment in REITs may subject the Fund to risks associated with the
direct ownership of real estate, such as decreases in real estate values,
overbuilding, increased competition and other risks related to local or general
economic conditions, increases in operating costs and property taxes, changes in
zoning laws, casualty or condemnation losses, possible environmental
liabilities, regulatory limitations on rent and fluctuations in rental income.
Equity REITs generally experience these risks directly through fee or leasehold
interests, whereas mortgage REITs generally experience these risks indirectly
through mortgage interests, unless the mortgage REIT forecloses on the
underlying real estate. Changes in interest rates may also affect the value of
the Fund's investment in REITs. For instance, during periods of declining
interest rates, certain mortgage REITs may hold mortgages that the mortgagors
elect to prepay, which prepayment may diminish the yield on securities issued by
those REITs.

Certain REITs have relatively small market capitalizations, which may tend to
increase the volatility of the market price of their securities. Furthermore,
REITs are dependent upon specialized management skills, have limited
diversification and are, therefore, subject to risks inherent in operating and
financing a limited number of projects. REITs are also subject to heavy cash
flow dependency, defaults by borrowers and the possibility of failing to qualify
for tax-free pass-through of income under the Internal Revenue Code of 1986, as
amended, (the "Code") and to maintain exemption from the registration
requirements of the 1940 Act. By investing in REITs indirectly through the Fund,
a shareholder will bear not only his or her proportionate share of the expenses
of the Fund's, but also, indirectly, similar expenses of the REITs. In addition,
REITs depend generally on their ability to generate cash flow to make
distributions to shareholders.

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

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

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

Reverse Repurchase Agreements. The Fund may enter into "reverse repurchase
agreements," which are repurchase agreements in which the Fund, as the seller of
the securities, agrees to repurchase them at an agreed upon time and price. The
Fund maintains a segregated account in connection with outstanding reverse
repurchase agreements. The Fund will enter into reverse repurchase agreements
only when the Advisor believes that the interest income to be earned from the
investment of the proceeds of the transaction will be greater than the interest
expense of the transaction. Such transactions may increase fluctuations in the
market value of the Fund's assets and may be viewed as a form of leverage.

Risks of Strategic Transactions Outside the US. When conducted outside the US,
Strategic Transactions may not be regulated as rigorously as in the US, may not
involve a clearing mechanism and related guarantees, and are subject to the risk
of governmental actions affecting trading in, or the prices of, foreign
securities, currencies and other instruments. The value of such positions also
could be adversely affected by: (i) other complex foreign political, legal and
economic factors, (ii) lesser availability than in the US of data on which to
make trading decisions, (iii) delays in the Fund's ability to act upon economic
events occurring in foreign markets during non-business hours in the US, (iv)
the imposition of different exercise and settlement terms and procedures and
margin requirements than in the US, and (v) lower trading volume and liquidity.


Warrants. The holder of a warrant has the right, until the warrant expires, to
purchase a given number of shares of a particular issuer at a specified price.
Such investments can provide a greater potential for profit or loss than an
equivalent investment in the underlying security. Prices of warrants do not
necessarily move, however, in tandem with the prices of the underlying
securities and are, therefore, considered to be speculative investments.
Warrants pay no dividends and confer no rights other than a purchase option.
Thus, if a warrant held by the Fund were not exercised by the date of its
expiration, the Fund would lose the entire purchase price of the warrant.


Zero Coupon Securities. The Fund may invest in zero coupon securities, which pay
no cash income and are sold at substantial discounts from their value at
maturity. When held to maturity, their entire income, which consists of
accretion of discount, comes from the difference between the issue price and
their value at maturity. Zero coupon securities are subject to greater market
value fluctuations from changing interest rates than debt obligations of
comparable maturities which make current distributions of interest (cash). Zero
coupon securities which are convertible into common stock offer the opportunity
for capital appreciation as increases (or decreases) in market value of such
securities closely follow the movements in the market value of the underlying
common stock. Zero coupon convertible securities generally are expected to be
less volatile than the underlying common stocks as they usually are issued with
maturities of 15 years or less and are issued with options and/or redemption
features exercisable by the holder of the obligation entitling the holder to
redeem the obligation and receive a defined cash payment.

Zero coupon securities include municipal securities, securities issued directly
by the US Treasury, and US Treasury bonds or notes and their unmatured interest
coupons and receipts for their underlying principal ("coupons") which have been
separated by their holder, typically a custodian bank or investment brokerage
firm, from the underlying principal (the "corpus") of the US Treasury security.
A number of securities firms and banks have stripped the interest coupons and
receipts and then resold them in custodial receipt programs with a number of
different names, including Treasury Income Growth Receipts ("TIGRS(TM)") and
Certificate of Accrual on Treasuries ("CATS(TM)"). The underlying US Treasury
bonds and notes themselves are held in book-entry form at the Federal Reserve
Bank or, in the case of bearer securities (i.e., unregistered securities which
are owned ostensibly by the bearer or holder thereof), in trust on behalf of the
owners thereof. Counsel to the underwriters of these certificates or other
evidences of ownership of the US Treasury securities have stated that, for
federal tax and securities purposes, in their opinion purchasers of such
certificates, such as the Fund, most likely will be deemed the beneficial holder
of the underlying US Government securities. The Fund intends to adhere to the
current SEC staff position that privately stripped obligations should not be
considered US Government securities for the purpose of determining if the Fund
is "diversified" under the 1940 Act.

The US Treasury has facilitated transfers of ownership of zero coupon securities
by accounting separately for the beneficial ownership of particular interest
coupon and corpus payments on Treasury securities through the Federal Reserve
book-entry record-keeping system. The Federal Reserve program, as established by
the Treasury Department, is known as "STRIPS" or "Separate Trading of Registered
Interest and Principal of Securities." Under the STRIPS program, the Fund will
be able to have its beneficial ownership of zero coupon securities recorded
directly in the book-entry record-keeping system in lieu of having to hold
certificates or other evidences of ownership of the underlying US Treasury
securities.

When US Treasury obligations have been stripped of their unmatured interest
coupons by the holder, the principal or corpus is sold at a deep discount
because the buyer receives only the right to receive a future fixed payment on
the security and does not receive any rights to periodic interest (cash)
payments. Once stripped or separated, the corpus and coupons may be sold
separately. Typically, the coupons are sold separately or grouped with other
coupons with like maturity dates and sold bundled in such form. Purchasers of
stripped obligations acquire, in effect, discount obligations that are
economically identical to the zero coupon securities that the Treasury sells.




Derivatives

A Fund may use instruments referred to as "derivatives". Derivatives are
financial instruments the value of which is derived from another security, a
commodity (such as gold or oil), a currency or an index (a measure of value or
rates, such as the S&P 500 Index or the prime lending rate). Derivatives often
allow a Fund to increase or decrease the level of risk to which a Fund is
exposed more quickly and efficiently than direct investments in the underlying
asset or instruments.

A Fund may, to the extent consistent with its investment objective and policies,
purchase and sell (write) exchange-listed and over-the-counter ("OTC") put and
call options on securities, equity and fixed-income indices and other
instruments, purchase and sell futures contracts and options thereon, enter into
various transactions such as swaps, caps, floors, and collars, and may enter
into currency forward contracts, currency futures contracts, currency swaps or
options on currencies, or various other currency transactions. In addition, a
Fund may invest in structured notes. The types of derivatives identified above
are not intended to be exhaustive and a Fund may use types of derivatives and/or
employ derivatives strategies not otherwise described in this Statement of
Additional Information or the Fund's prospectus.

OTC derivatives are purchased from or sold to securities dealers, financial
institutions or other parties ("Counterparties") pursuant to an agreement with
the Counterparty. As a result, a significant risk of OTC derivatives is
counterparty risk. The Advisor monitors the creditworthiness of OTC derivative
counterparties and periodically reports to the Board with respect to the
creditworthiness of OTC derivative counterparties.

A Fund may use derivatives (subject to certain limits imposed by the Fund's
investment objective and policies, see "Investment Restrictions," and the
Investment Company Act of 1940, as amended, or by the requirements for a Fund to
qualify as a regulated investment company for tax purposes, see "Taxes") (i) to
seek to achieve returns, (ii) to attempt to protect against possible changes in
the market value of securities held in or to be purchased for a Fund's portfolio
resulting from securities markets or currency exchange rate fluctuations, (iii)
to protect a Fund's unrealized gains in the value of its portfolio securities,
(iv) to facilitate the sale of such securities for investment purposes, (v) to
manage the effective maturity or duration of a Fund's portfolio, (vi) to
establish a position in the derivatives markets as a substitute for purchasing
or selling particular securities, (vii) for Funds that invest in foreign
securities, to increase exposure to a foreign currency or to shift exposure to
foreign currency fluctuations from one currency to another (not necessarily the
US dollar), or (viii) for any other purposes permitted by law.

A Fund may decide not to employ any of the strategies described below, and no
assurance can be given that any strategy used will succeed. If the Advisor
incorrectly forecasts interest rates, market values or other economic factors in
using a derivatives strategy for a Fund, the Fund might have been in a better
position if it had not entered into the transaction at all. Also, suitable
derivatives may not be available in all circumstances. The use of these
strategies involves certain special risks, including a possible imperfect
correlation, or even no correlation, between price movements of derivatives and
price movements of related investments. While some strategies involving
derivatives can reduce risk of loss, they can also reduce the opportunity for
gain or even result in losses by offsetting favorable price movements in related
investments or otherwise, due to the possible inability of a Fund to purchase or
sell a portfolio security at a time that otherwise would be favorable or the
possible need to sell a portfolio security at a disadvantageous time because the
Fund is required to maintain asset coverage or offsetting positions in
connection with transactions in derivatives (refer to the section entitled
"Asset Segregation" for more information relating to asset segregation and cover
requirements for derivatives instruments), and the possible inability of a Fund
to close out or liquidate its derivatives positions.

General Characteristics of Options. A put option gives the purchaser of the
option, upon payment of a premium, the right to sell, and the writer the
obligation to buy, the underlying security, commodity, index, currency or other
instrument at the exercise price. For instance, a Fund's purchase of a put
option on a security might be designed to protect its holdings in the underlying
instrument (or, in some cases, a similar instrument) against a substantial
decline in the market value by giving the Fund the right to sell such instrument
at the option exercise price. A call option, upon payment of a premium, gives
the purchaser of the option the right to buy, and the seller the obligation to
sell, the underlying instrument at the exercise price. The Fund's purchase of a
call option on a security, commodity, index, currency or other instrument might
be intended to protect the Fund against an increase in the price of the
underlying instrument that it intends to purchase in the future by fixing the
price at which it may purchase such instrument. If a Fund sells or "writes" a
call option, the premium that it receives may partially offset, to the extent of
the option premium, a decrease in the value of the underlying securities or
instruments in its portfolio or may increase a Fund's income. The sale of put
options can also provide income and might be used to protect the Fund against an
increase in the price of the underlying instrument or provide, in the opinion of
portfolio management, an acceptable entry point with regard to the underlying
instrument.

A Fund may write call options only if they are "covered." A written call option
is covered if the Fund owns the security or instrument underlying the call or
has an absolute right to acquire that security or instrument without additional
cash consideration (or if additional cash consideration is required, liquid
assets in the amount of the Fund's obligation is segregated according to the
procedures and policies adopted by the Board). For a call option on an index,
the option is covered if the Fund segregates liquid assets equal to the contract
value to the extent required by SEC guidelines. A call option is also covered if
the Fund holds a call on the same security, index or instrument as the written
call option where the exercise price of the purchased call (long position) is
(i) equal to or less than the exercise price of the call written, or (ii)
greater than the exercise price of the call written provided that liquid assets
equal to the difference between the exercise prices is segregated to the extent
required by SEC guidelines. (See "Asset Segregation"). Exchange listed options
are issued and cleared by a regulated intermediary such as the Options Clearing
Corporation ("OCC"). The OCC ensures that the obligations of each option it
clears are fulfilled. The discussion below uses the OCC as an example, but is
also applicable to other financial intermediaries. OCC issued and exchange
listed options generally settle by physical delivery of the underlying security
or currency, or cash delivery for the net amount, if any, by which the option is
"in-the-money" (i.e., where the value of the underlying instrument exceeds, in
the case of a call option, or is less than, in the case of a put option, the
exercise price of the option) at the time the option is exercised. Frequently,
rather than taking or making delivery of the underlying instrument through the
process of exercising the option, listed options are closed by entering into
offsetting purchase or sale transactions that do not result in ownership of the
new option.

As noted above, OTC options are purchased from or sold to Counterparties through
direct bilateral agreement with the Counterparty. In contrast to exchange listed
options, which generally have standardized terms and performance mechanics, all
the terms of an OTC option, including such terms as method of settlement, term,
exercise price, premium, guarantees and security, are set by negotiation of the
parties. Unless the parties provide for it, there is no central clearing or
guaranty function in an OTC option. As a result, if the Counterparty fails to
make or take delivery of the security, currency or other instrument underlying
an OTC option it has entered into with the Fund or fails to make a cash
settlement payment due in accordance with the terms of that option, the Fund
will lose any premium it paid for the option as well as any anticipated benefit
of the transaction.

There are several risks associated with transactions in options. Options on
particular securities or instruments may be more volatile than a direct
investment in the underlying security or instrument. Additionally, there are
significant differences between the securities and options markets that could
result in an imperfect correlation between these markets, causing a given
options transaction not to achieve its objective. Disruptions in the markets for
the securities underlying options purchased or sold by a Fund could result in
losses on the options. If trading is interrupted in an underlying security, the
trading of options on that security is normally halted as well. As a result, a
Fund as purchaser or writer of an option will be unable to close out its
positions until options trading resumes, and it may be faced with losses if
trading in the security reopens at a substantially different price. In addition,
the OCC or other options markets may impose exercise restrictions. If a
prohibition on exercise is imposed at a time when trading in the option has also
been halted, a Fund as purchaser or writer of an option will be locked into its
position until one of the two restrictions has been lifted. If a prohibition on
exercise remains in effect until an option owned by a Fund has expired, a Fund
could lose the entire value of its option.

During the option period, the covered call writer has, in return for the premium
on the option, given up the opportunity to profit from a price increase in the
underlying security or instrument above the exercise price, but as long as its
obligations as a writer continues, has retained the risk of loss should the
price of the underlying security or instrument decline. The writer of an option
has no control over the time when it may be required to fulfill its obligations
as a writer of the option. In writing put options, there is a risk that the Fund
may be required to buy the underlying security or instrument at a
disadvantageous price if the put option is exercised against the Fund. If a put
or call option purchased by the Fund is not sold when it has remaining value,
and if the market price of the underlying security or instrument remains, in the
case of a put, equal to or greater than the exercise price, or in the case of a
call, less than or equal to the exercise price, the Fund will lose the premium
that it paid for the option. Also, where a put or call option is purchased as a
hedge against price movements in the underlying security or instrument, the
price of the put or call option may move greater than or less than the price of
the underlying security or instrument.

A Fund's ability to close out its position as a purchaser or seller of an OTC
option or exchange listed put or call option is dependent, in part, upon the
liquidity of the option market. Among the possible reasons for the absence of a
liquid option market on an exchange are: (i) insufficient trading interest in
certain options; (ii) restrictions on transactions imposed by an exchange; (iii)
trading halts, suspensions or other restrictions imposed with respect to
particular classes or series of options or underlying securities including
reaching daily price limits; (iv) interruption of the normal operations of the
OCC or an exchange; (v) inadequacy of the facilities of an exchange or OCC to
handle current trading volume; or (vi) a decision by one or more exchanges to
discontinue the trading of options (or a particular class or series of options),
in which event the relevant market for that option on that exchange would cease
to exist, although outstanding options on that exchange would generally continue
to be exercisable in accordance with their terms.

Special risks are presented by internationally traded options. Because of the
differences in trading hours between the US and various foreign countries, and
because different holidays are observed in different countries, foreign options
markets may be open for trading during hours or on days when US markets are
closed. As a result, option premiums may not reflect the current prices of the
underlying interests in the US.

General Characteristics of Futures Contracts and Options on Futures Contracts. A
futures contract is an agreement between two parties to buy or sell a financial
instrument or commodity for a set price on a future date. Futures are generally
bought and sold on the commodities exchanges where they are listed with payment
of initial and variation margin as described below. A futures contract generally
obligates the purchaser to take delivery from the seller the specific type of
financial instrument or commodity underlying the contract at a specific future
time for a set price. The purchase of a futures contract enables the Fund,
during the term of the contract, to lock in the price at which it may purchase a
security, currency or commodity and protect against a rise in prices pending the
purchase of portfolio securities. A futures contract generally obligates the
seller to deliver to the buyer the specific type of financial instrument
underlying the contract at a specific future time for a set price. The sale of a
futures contract enables the Fund to lock in a price at which it may sell a
security, currency or commodity and protect against declines in the value of
portfolio securities. Options on futures contracts are similar to options on
securities except that an option on a futures contract gives the purchaser the
right in return for the premium paid to assume a position in a futures contract
and obligates the seller to deliver such position.

Although most futures contracts call for actual delivery or acceptance of the
underlying financial instrument or commodity, the contracts are usually closed
out before the settlement date without making, or taking, actual delivery.
Futures contracts on financial indices, currency exchange instruments and
certain other instruments provide for the delivery of an amount of cash equal to
a specified dollar amount times the difference between the underlying
instruments value (i.e., the index) at the open or close of the last trading day
of the contract and futures contract price. A futures contract sale is closed
out by effecting a futures contract purchase for the same aggregate amount of
the specific type of underlying financial instrument and the same delivery date.
If the sale price exceeds the offsetting purchase price, the seller would be
paid the difference and would realize a gain. If the offsetting purchase price
exceeds the sale price, the seller would pay the difference and would realize a
loss. Similarly, a futures contract purchase is closed out by effecting a
futures contract sale for the same aggregate amount of the specific type of
underlying financial instrument or commodity and the same delivery date. If the
offsetting sale price exceeds the purchase price, the purchaser would realize a
gain, whereas if the purchase price exceeds the offsetting sale price, the
purchaser would realize a loss. There can be no assurance that the Fund will be
able to enter into a closing transaction.

When a purchase or sale of a futures contract is made, the Fund is required to
deposit with the financial intermediary as security for its obligations under
the contract an "initial margin" consisting of cash, US Government Securities or
other liquid assets typically ranging from approximately less than 1% to 15% of
the contract amount. The initial margin is set by the exchange on which the
contract is traded and may, from time to time, be modified. In addition, brokers
may establish margin deposit requirements in excess of those required by the
exchange. The margin deposits made are marked to market daily and a Fund may be
required to make subsequent deposits of cash, US Government securities or other
liquid assets, called "variation margin" or "maintenance margin," which reflects
the price fluctuations of the futures contract. The purchase of an option on a
futures contract involves payment of a premium for the option without any
further obligation on the part of a Fund. The sale of an option on a futures
contract involves receipt of a premium for the option and the obligation to
deliver (by physical or cash settlement) the underlying futures contract. If a
Fund exercises an option on a futures contract it will be obligated to post
initial margin (and potential subsequent variation margin) for the resulting
futures position just as it would for any position.

Pursuant to a claim filed with the Commodity Futures Trading Commission ("CFTC")
on behalf of the Fund, neither the registrant nor the Fund is deemed to be a
"commodity pool operator" under the Commodity Exchange Act. Therefore, the Fund
is not subject to registration and regulation under the Commodity Exchange Act.
The Advisor is not deemed to be a "commodity pool operator" with respect to its
services as investment advisor to the Fund.

There are several risks associated with futures contracts and options on futures
contracts. The prices of financial instruments or commodities subject to futures
contracts (and thereby the futures contract prices) may correlate imperfectly
with the behavior of the cash price of a Fund's securities or other assets (and
the currencies in which they are denominated). Also, prices of futures contracts
may not move in tandem with the changes in prevailing interest rates, market
movements and/or currency exchange rates against which a Fund seeks a hedge.
Additionally, there is no assurance that a liquid secondary market will exist
for futures contracts and related options in which a Fund may invest. In the
event a liquid market does not exist, it may not be possible to close out a
futures position and, in the event of adverse price movements, the Fund would
continue to be required to make daily payments of variation margin. The absence
of a liquid market in futures contracts might cause a Fund to make or take
delivery of the instruments or commodities underlying futures contracts at a
time when it may be disadvantageous to do so. The inability to close out
positions and futures positions could also have an adverse impact on a Fund's
ability to effectively hedge its positions.

The risk of loss in trading futures contracts in some strategies can be
substantial, due both to the relatively low margin deposits required, and the
extremely high degree of leverage involved in futures pricing. As a result, a
relatively small price movement in a futures contract may result in immediate
and substantial loss (as well as gain) to the investor. Thus, a purchase or sale
of a futures contract may result in losses in excess of the amount invested in
the contract.

Futures contracts and options thereon which are purchased or sold on non-US
commodities exchanges may have greater price volatility than their US
counterparts. Furthermore, non-US commodities exchanges may be less regulated
and under less governmental scrutiny than US exchanges. Brokerage commissions,
clearing costs and other transaction costs may be higher on non-US exchanges.

In the event of the bankruptcy of a broker through which a Fund engages in
transactions in futures or options thereon, the Fund could experience delays
and/or losses in liquidating open positions purchased or sold through the broker
and/or incur a loss on all or part of its margin deposits with the broker.

Currency Transactions. Currency transactions include forward currency contracts,
exchange listed currency futures, exchange listed and OTC options on currencies,
and currency swaps. A forward currency contract involves a privately negotiated
obligation to purchase or sell (with delivery generally required) a specific
currency at a future date, which may be any fixed number of days from the date
of the contract agreed upon by the parties, at a price set at the time of the
contract. Forward contracts are generally traded in an interbank market directly
between currency traders (usually large commercial banks) and their customers.
The parties to a forward contract may agree to offset or terminate the contract
before its maturity, or may hold the contract to maturity and complete the
contemplated currency exchange. A currency swap is an agreement to exchange cash
flows based on the notional difference among two or more currencies and operates
similarly to an interest rate swap, which is described below.

"Transaction hedging" is entering into a currency transaction with respect to
specific assets or liabilities of the Fund, which will generally arise in
connection with the purchase or sale of its portfolio securities or the receipt
of income therefrom. Entering into a forward contract for the purchase or sale
of an amount of foreign currency involved in an underlying security transaction
may "lock in" the US dollar price of the security. Forward contracts may also be
used in anticipation of future purchases and sales of securities, even if
specific securities have not yet been selected. "Position hedging" is entering
into a currency transaction with respect to portfolio security positions
denominated or generally quoted in that currency. Position hedging may protect
against a decline in the value of existing investments denominated in the
foreign currency. While such a transaction would generally offset both positive
and negative currency fluctuations, such currency transactions would not offset
changes in security values caused by other factors.

The Funds may also "cross-hedge" currencies by entering into transactions to
purchase or sell one or more currencies that are expected to decline in value
relative to other currencies to which the Fund has or to which the Funds expect
to have portfolio exposure. This type of investment technique will generally
reduce or eliminate exposure to the currency that is sold, and increase the
exposure to the currency that is purchased. As a result, the Fund will assume
the risk of fluctuations in the value of the currency purchased at the same time
that it is protected against losses from a decline in the hedged currency.

To reduce the effect of currency fluctuations on the value of existing or
anticipated holdings of portfolio securities, the Fund may also engage in "proxy
hedging." Proxy hedging is often used when the currency to which a Fund's
portfolio is exposed is difficult to hedge or to hedge against the dollar. Proxy
hedging entails entering into a commitment or option to sell a currency whose
changes in value are generally considered to be correlated to a currency or
currencies in which some or all of a Fund's portfolio securities are or are
expected to be denominated. Proxy hedges may result in losses if the currency
used to hedge does not perform similarly to the currency in which the hedged
securities are denominated.

Currency hedging involves some of the same risks and considerations as other
transactions with similar instruments. Currency transactions can result in
losses to the Fund if the currency being hedged fluctuates in value to a degree
or in a direction that is not anticipated. Further, there is the risk that the
perceived correlation between various currencies may not be present or may not
be present during the particular time that the Fund is engaging in proxy
hedging.

Currency transactions are subject to risks different from those of other
portfolio transactions. Because currency control is of great importance to the
issuing governments and influences economic planning and policy, purchases and
sales of currency and related instruments can be negatively affected by
government exchange controls, blockages, and manipulations or exchange
restrictions imposed by governments. These can result in losses to a Fund if it
is unable to deliver or receive currency or funds in settlement of obligations
and could also cause hedges it has entered into to be rendered useless,
resulting in full currency exposure as well as incurring transaction costs.
Currency exchange rates, bid/ask spreads and liquidity may fluctuate based on
factors that may, or may not be, related to that country's economy.

Swap Agreements and Options on Swap Agreements. The Fund may engage in swap
transactions, including, but not limited to, swap agreements on interest rates,
currencies, indices, credit and event linked swaps, total return and other swaps
and related caps, floors and collars. Swap agreements are two party contracts
ranging from a few weeks to more than one year. In a standard swap transaction,
two parties agree to exchange the returns (or differentials in rates of return)
earned or realized on a predetermined financial instrument or instruments, which
may be adjusted for an interest factor. The gross return to be exchanged or
"swapped" between the parties is generally calculated with respect to a
"notional amount" which is generally equal to the return on or increase in value
of a particular dollar amount invested at a particular interest rate in such
financial instrument or instruments.

"Interest rate swaps" involve the exchange by the fund with another party of
their respective commitments to pay or receive interest, e.g., an exchange of
floating rate payments for fixed rate payments with respect to a notional amount
of principal. A "currency swap" is an agreement to exchange cash flows on a
notional amount of two or more currencies based on the relative value
differential among them and an index swap is an agreement to swap cash flows on
a notional amount based on changes in the values of the reference indices. The
purchase of a cap entitles the purchaser to receive payments on a notional
principal amount from the party selling such cap to the extent that a specified
index exceeds a predetermined interest rate or amount. The purchase of a floor
entitles the purchaser to receive payments on a notional principal amount from
the party selling such floor to the extent that a specified index falls below a
predetermined interest rate or amount. A collar is a combination of a cap and a
floor that preserves a certain return within a predetermined range of interest
rates or values.

A "credit default swap" is a contract between a buyer and a seller of protection
against a pre-defined credit event. The buyer of protection pays the seller a
fixed regular fee provided that no event of default on an underlying reference
obligation has occurred. If an event of default occurs, the seller must pay the
buyer the full notional value, or "par value," of the reference obligation in
exchange for the reference obligation. Credit default swaps are used as a means
of "buying" credit protection, i.e., attempting to mitigate the risk of default
or credit quality deterioration in some portion of the Fund's holdings, or
"selling" credit protection, i.e., attempting to gain exposure to an underlying
issuer's credit quality characteristics without directly investing in that
issuer. When the Fund is a seller of credit protection, it effectively adds
leverage to its portfolio because, in addition, to its net assets, the Fund
would be subject to investment exposure on the notional amount of the swap. The
Fund will only sell credit protection with respect to securities in which it
would be authorized to invest directly.

If the Fund is a buyer of a credit default swap and no event of default occurs,
the Fund will lose its investment and recover nothing. However, if the Fund is a
buyer and an event of default occurs, the Fund will receive the full notional
value of the reference obligation that may have little or no value. As a seller,
the Fund receives a fixed rate of income through the term of the contract
(typically between six months and three years), provided that there is no
default event. If an event of default occurs, the seller must pay the buyer the
full notional value of the reference obligation.

Credit default swaps involve greater risks than if the Fund had invested in the
reference obligation directly. In addition to the risks applicable to
derivatives generally, credit default swaps involve special risks because they
are difficult to value, are highly susceptible to liquidity and credit risk, and
generally pay a return to the party that has paid the premium only in the event
of an actual default by the issuers of the underlying obligation (as opposed to
a credit downgrade or other indication of financial difficulty).

The Fund may use credit default swaps to gain exposure to particular issuers or
particular markets through investments in portfolios of credit default swaps,
such as Dow Jones CDX.NA.HY certificates. By investing in certificates
representing interests in a basket of credit default swaps, the Fund is taking
credit risk with respect to an entity or group of entities and providing credit
protection to the swap counterparties.

"Total return" swaps are contracts in which one party agrees to make periodic
payments to another party based on the change in market value of the assets
underlying the contract, which may include a specific security, basket of
securities or securities indices during the specified period, in return for
periodic payments based on a fixed or variable interest rate or the total return
of other underlying assets. Total return swap agreements may be used to obtain
exposure to a security or market without owning or taking physical custody of
such security or investing directly in such market. Total return swaps may add
leverage to the Fund because, in addition to its net assets, the Fund would be
subject to investment exposure on the notional amount of the swap.

Swaps typically involve a small investment of cash relative to the magnitude of
risks assumed. As a result, swaps can be highly volatile and may have a
considerable impact on a Fund's performance. Depending on how they are used,
swaps may increase or decrease the overall volatility of a Fund's investments
and its share price and yield. A Fund will usually enter into swaps on a net
basis, i.e., the two payment streams are netted out in a cash settlement on the
payment date or dates specified in the instrument, with the Fund receiving or
paying, as the case may be, only the net amount of the two payments.

A Fund bears the risk of loss of the amount expected to be received under a swap
in the event of the default or bankruptcy of a Counterparty. In addition, if the
Counterparty's creditworthiness declines, the value of a swap will likely
decline, potentially resulting in losses for a Fund. A Fund may also suffer
losses if it is unable to terminate outstanding swaps (either by assignment or
other disposition) or reduce its exposure through offsetting transactions (i.e.,
by entering into an offsetting swap with the same party or similarly
creditworthy party).

A Fund may also enter into swap options. A swap option is a contract that gives
a counterparty the right (but not the obligation) in return for payment of a
premium, to enter into a new swap agreement or to shorten, extend, cancel or
otherwise modify an existing swap agreement, at some future time on specified
terms. Depending on the terms, a Fund will generally incur greater risk when it
writes a swap option than when it purchases a swap option. When a Fund purchases
a swap option, it risks losing the amount of the premium it has paid should it
decide to let the option expire.

Structured Notes. Structured notes are derivative instruments, the interest rate
or principal of which is determined by reference to changes in value of a
specific security, reference rate, or index. Indexed securities, similar to
structured notes, are typically, but not always, debt securities whose value a
maturity or coupon rate is determined by reference to other securities. The
performance of a structured note or indexed security is based upon the
performance of the underlying instrument.

The terms of a structured note may provide that, in certain circumstances, no
principal is due on maturity and, therefore, may result in loss of investment.
Structured notes may be indexed positively or negatively to the performance of
the underlying instrument such that the appreciation or deprecation of the
underlying instrument will have a similar effect to the value of the structured
note at maturity or of any coupon payment. In addition, changes in the interest
rate and value of the principal at maturity may be fixed at a specific multiple
of the change in value of the underlying instrument, making the value of the
structured note more volatile than the underlying instrument. In addition,
structured notes may be less liquid and more difficult to price accurately than
less complex securities or traditional debt securities.

Commodity-Linked Derivatives. The Fund may invest in instruments with principal
and/or coupon payments linked to the value of commodities, commodity futures
contracts, or the performance of commodity indices such as "commodity-linked" or
"index-linked" notes. These instruments are sometimes referred to as "structured
notes" because the terms of the instrument may be structured by the issuer of
the note and the purchaser of the note, such as the Fund.

The values of these notes will rise and fall in response to changes in the
underlying commodity or related index or investment. These notes expose the Fund
economically to movements in commodity prices, but a particular note has many
features of a debt obligation. These notes also are subject to credit and
interest rate risks that in general affect the value of debt securities.
Therefore, at the maturity of the note, the Fund may receive more or less
principal than it originally invested. A Fund might receive interest payments on
the note that are more or less than the stated coupon interest rate payments.

Structured notes may involve leverage, meaning that the value of the instrument
will be calculated as a multiple of the upward or downward price movement of the
underlying commodity future or index. The prices of commodity-linked instruments
may move in different directions than investments in traditional equity and debt
securities in periods of rising inflation. Of course, there can be no guarantee
that a Fund's commodity-linked investments would not be correlated with
traditional financial assets under any particular market conditions.

Commodity-linked notes may be issued by US and foreign banks, brokerage firms,
insurance companies and other corporations. These notes, in addition to
fluctuating in response to changes in the underlying commodity assets, will be
subject to credit and interest rate risks that typically affect debt securities.

The commodity-linked instruments may be wholly principal protected, partially
principal protected or offer no principal protection. With a wholly principal
protected instrument, a Fund will receive at maturity the greater of the par
value of the note or the increase in value of the underlying index. Partially
protected instruments may suffer some loss of principal up to a specified limit
if the underlying index declines in value during the term of the instrument. For
instruments without principal protection, there is a risk that the instrument
could lose all of its value if the index declines sufficiently. The Advisor's
decision on whether and to what extent to use principal protection depends in
part on the cost of the protection. In addition, the ability of the Fund to take
advantage of any protection feature depends on the creditworthiness of the
issuer of the instrument.

Commodity-linked derivatives are generally hybrid instruments which are excluded
from regulation under the CEA and the rules thereunder, so that the Fund will
not be considered a "commodity pool." Additionally, from time to time a Fund may
invest in other hybrid instruments that do not qualify for exemption from
regulation under the CEA.

Combined Transactions. A Fund may enter into multiple transactions, including
multiple options transactions, multiple futures transactions, multiple currency
transactions (including forward currency contracts) and multiple interest rate
transactions and any combination of futures, options, currency and interest rate
transactions ("component" transactions), instead of a single derivative, as part
of a single or combined strategy when, in the opinion of the Advisor, it is in
the best interests of the Fund to do so. A combined transaction will usually
contain elements of risk that are present in each of its component transactions.
Although combined transactions are normally entered into based on the Advisor's
judgment that the combined strategies will reduce risk or otherwise more
effectively achieve the desired portfolio management goal, it is possible that
the combination will instead increase such risks or hinder achievement of the
portfolio management objective.


Portfolio Holdings

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

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

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


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


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

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

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

                             MANAGEMENT OF THE FUND

Investment Advisor

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

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

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

In certain cases, the investments for the Fund are managed by the same
individuals who manage one or more other mutual funds, advised by the Advisor.
You should be aware that the Fund is likely to differ from these other mutual
funds in size, cash flow pattern and tax matters. Accordingly, the holdings and
performance of the Fund can be expected to vary from those of these other mutual
funds.

The Board and the shareholders approved an amended and restated investment
management agreement (the "Investment Management Agreement") for the Fund.
Effective June 1, 2006, pursuant to the Investment Management Agreement, the
Advisor provides continuing investment management of the assets of the Fund. In
addition to the investment management of the assets of the Fund, the Advisor
determines the investments to be made for the Fund, including what portion of
its assets remain uninvested in cash or cash equivalents, and with whom the
orders for investments are placed, consistent with the Fund's policies as stated
in its Prospectus and SAI, or as adopted by the Fund's Board. The Advisor will
also monitor, to the extent not monitored by the Fund's administrator or other
agent, the Fund's compliance with its investment and tax guidelines and other
compliance policies.

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

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

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

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

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

The Fund pays the Advisor an advisory fee at the annual rate of 0.615% for the
first $1.5 billion of average daily net assets, 0.565% of the next $500 million
of average daily net assets and 0.515% on net assets thereafter. The fee is
payable monthly, provided that the Fund will make such interim payments as may
be requested by the Advisor not to exceed 75% of the amount of the fee then
accrued on the books of the Fund and unpaid.

The advisory fees paid by the Fund for its last three fiscal years ending July
31 are shown in the table below.


Fund                               2009           2008             2007

DWS Large Company Growth Fund          $       $1,758,983       $1,953,920




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


In addition, in 2006 the Board and shareholders approved a new subadvisor
approval policy for the Fund (the "Subadvisor Approval Policy"). The Subadvisor
Approval Policy permits the Advisor, subject to the approval of the Board,
including a majority of its independent board members, to appoint and replace
subadvisors and to amend sub-advisory contracts without obtaining shareholder
approval. Under the Subadvisor Approval Policy, the Board, including its
independent board members, will continue to evaluate and approve all new
sub-advisory contracts between the Advisor and any subadvisor, as well as all
changes to any existing sub-advisory contract. The Fund cannot implement the
Subadvisor Approval Policy without the SEC either adopting revisions to current
rules (as it proposed to do in October 2003) or granting the Fund exemptive
relief from existing rules. The Fund and the Advisor would be subject to certain
conditions imposed by the SEC (and certain conditions that may be imposed in the
future within either exemptive relief or a rule) to ensure that the interests of
the Fund and its shareholders are adequately protected whenever the Advisor acts
under the Subadvisor Approval Policy, including any shareholder notice
requirements.

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

The Agreements may be terminated at any time without payment of penalty by
either party on sixty days' written notice and automatically terminate in the
event of their assignment.

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

Regulatory Matters and Legal Proceedings

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

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

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

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

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

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

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

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

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

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

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

Compensation of Portfolio Managers


Portfolio managers are eligible for total compensation comprised of base salary
and variable compensation.

Base Salary - Base salary is linked to job functions, responsibilities and
financial services industry peer comparison through the use of extensive market
data surveys.

Variable  Compensation - Generally,  variable  compensation  comprises a greater
proportion  of  total  compensation  as  a  portfolio  manager's  seniority  and
compensation  levels  increase.  Variable  Compensation may include a cash bonus
incentive, and potential participation in long-term incentive programs including
but not limited to, Deutsche Bank equity,  equity linked vehicle, and restricted
cash.  Variable  compensation is determined  based on an analysis of a number of
factors,  including  among other things,  the  performance of Deutsche Bank, the
performance  of the  Asset  Management  division,  and the  portfolio  manager's
individual contribution. In evaluating individual contribution,  management will
consider a combination of quantitative and qualitative  factors.  Top performing
investment  professionals  earn a total  compensation  package  that  is  highly
competitive.  As variable  compensation  increases,  the  percentage  awarded in
long-term  incentives  also  increases.  Long-term  incentives  are subject to a
clawback  provision for unvested portions only during the three-year life of the
plan should the individual engage in any conduct that is a significant breach of
DB policies and procedures.

o        The  quantitative   analysis  of  a  portfolio   manager's   individual
         performance is based on, among other factors, performance of all of the
         accounts managed by the portfolio  manager (which includes the fund and
         any other  accounts  managed  by the  portfolio  manager)  over a one-,
         three-,  and five-year  period relative to the appropriate  Morningstar
         and Lipper peer group universes and/or benchmark index(es) with respect
         to   each    account.    Additionally,    the    portfolio    manager's
         retail/institutional   asset  mix  is  weighted,   as  appropriate  for
         evaluation purposes.  Generally the benchmark index used is a benchmark
         index  set  forth  in  the  fund's   prospectus  to  which  the  fund's
         performance is compared. Additional or different appropriate peer group
         or  benchmark  indices  may also be used.  Primary  weight  is given to
         pre-tax  portfolio  performance  over  three-year  and  five-year  time
         periods  (adjusted as appropriate  if the portfolio  manager has served
         for less than five years) with lesser  consideration given to portfolio
         performance  over a one-year  period.  The  increase  or  decrease in a
         fund's  assets  due to the  purchase  or  sale of  fund  shares  is not
         considered a material factor.

o        The   qualitative   analysis  of  a  portfolio   manager's   individual
         performance  is based on, among other things,  the results of an annual
         management  and  internal  peer  review   process,   and   management's
         assessment  of overall  portfolio  manager  contributions  to  investor
         relations,  the investment  process and overall  performance  (distinct
         from fund and other  account  performance).  Other  factors,  including
         contributions  made to the  investment  team,  as well as  adherence to
         Compliance  Policies and Procedures,  Risk Management  procedures,  the
         firm's  Code of Ethics and  "living the values" of the Advisor are also
         factors.

The quantitative analysis of a portfolio manager's performance is given more
weight in determining variable compensation than the qualitative portion.

Fund Ownership of Portfolio Managers

The following table shows the dollar range of shares owned beneficially and of
record by each member of the Fund's portfolio management team in the Fund as
well as in all DWS Funds as a group (i.e., those funds advised by Deutsche Asset
Management or its affiliates), including investments by their immediate family
members sharing the same household and amounts invested through retirement and
deferred compensation plans. This information is provided as of the Fund's most
recent fiscal year end.
<TABLE>
<CAPTION>
                                                Dollar Range of                    Dollar Range of All DWS
Name of Portfolio Manager                      Fund Shares Owned                      Fund Shares Owned
-------------------------                      -----------------                      -----------------
<S>                                                    <C>                                    <C>
Owen Fitzpatrick                                       $0                            $100,001 - $500,000
Brendan O'Neil                                 $10,001 - $50,000                      $50,001 - $100,000



Conflicts of Interest

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

Other SEC Registered Investment Companies Managed:

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

Owen Fitzpatrick                          4              $3,780,854,019              0                    $0
Brendan O'Neil                            2              $2,308,392,282              0                    $0


Other Pooled Investment Vehicles Managed:

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

Owen Fitzpatrick                          2                    $549,150              0                    $0
Brendan O'Neil                            0                          $0              0                    $0


Other Accounts Managed:

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

Owen Fitzpatrick                           311           $1,622,688,309               0                    $0
Brendan O'Neil                               7             $362,688,309               0                    $0

</TABLE>


In addition to the accounts above, an investment professional may manage
accounts in a personal capacity that may include holdings that are similar to,
or the same as, those of the Fund. The Advisor has in place a Code of Ethics
that is designed to address conflicts of interest and that, among other things,
imposes restrictions on the ability of portfolio managers and other "access
persons" to invest in securities that may be recommended or traded in the Funds
and other client accounts.

Real, potential or apparent conflicts of interest may arise when a portfolio
manager has day-to-day portfolio management responsibilities with respect to
more than one fund or account, including the following:

o        Certain  investments may be appropriate for the Fund and also for other
         clients advised by the Advisor, including other client accounts managed
         by the Fund's portfolio  management team.  Investment decisions for the
         Fund  and  other  clients  are  made  with a view  to  achieving  their
         respective  investment  objectives  and  after  consideration  of  such
         factors as their current holdings,  availability of cash for investment
         and the size of their investments  generally. A particular security may
         be bought or sold for only one client or in  different  amounts  and at
         different times for more than one but less than all clients.  Likewise,
         because   clients  of  the  Advisor  may  have   differing   investment
         strategies, a particular security may be bought for one or more clients
         when one or more other clients are selling the security. The investment
         results  achieved for the Fund may differ from the results achieved for
         other  clients of the Advisor.  In addition,  purchases or sales of the
         same  security  may be made for two or more clients on the same day. In
         such event,  such transactions will be allocated among the clients in a
         manner  believed by the Advisor to be most  equitable  to each  client,
         generally utilizing a pro rata allocation  methodology.  In some cases,
         the allocation  procedure could  potentially  have an adverse effect or
         positive  effect on the price or amount of the securities  purchased or
         sold by the Fund. Purchase and sale orders for the Fund may be combined
         with those of other clients of the Advisor in the interest of achieving
         the most favorable net results to the Fund and the other clients.

o        To the  extent  that  a  portfolio  manager  has  responsibilities  for
         managing  multiple client  accounts,  a portfolio  manager will need to
         divide time and attention among relevant accounts. The Advisor attempts
         to minimize these conflicts by aligning its portfolio  management teams
         by  investment  strategy and by  employing  similar  investment  models
         across multiple client accounts.

o        In some cases, an apparent  conflict may arise where the Advisor has an
         incentive, such as a performance-based fee, in managing one account and
         not with  respect to other  accounts it manages.  The Advisor  will not
         determine  allocations based on whether it receives a performance-based
         fee from the client. Additionally, the Advisor has in place supervisory
         oversight processes to periodically monitor performance  deviations for
         accounts with like strategies.

o        The Advisor and its affiliates and the investment team of the Funds may
         manage other mutual funds and separate  accounts on a long-short basis.
         The  simultaneous  management  of long  and  short  portfolios  creates
         potential  conflicts  of  interest  including  the risk that short sale
         activity  could   adversely   affect  the  market  value  of  the  long
         positions(and  vice versa),  the risk arising from sequential orders in
         long and short  positions,  and the  risks  associated  with  receiving
         opposing  orders at the same time.  The Advisor has adopted  procedures
         that it believes are reasonably  designed to mitigate  these  potential
         conflicts  of  interest.  Included  in these  procedures  are  specific
         guidelines  developed to ensure fair and  equitable  treatment  for all
         clients whose accounts are managed by each Fund's portfolio  management
         team. The Advisor and the portfolio  management  team have  established
         monitoring  procedures,  a protocol for supervisory reviews, as well as
         compliance  oversight  to ensure that  potential  conflicts of interest
         relating to this type of activity are properly addressed.

The Advisor is owned by Deutsche Bank AG, a multi-national financial services
company. Therefore, the Advisor is affiliated with a variety of entities that
provide, and/or engage in commercial banking, insurance, brokerage, investment
banking, financial advisory, broker-dealer activities (including sales and
trading), hedge funds, real estate and private equity investing, in addition to
the provision of investment management services to institutional and individual
investors. Since Deutsche Bank AG, its affiliates, directors, officers and
employees (the "Firm") are engaged in businesses and have interests other than
managing asset management accounts, such other activities involve real,
potential or apparent conflicts of interest. These interests and activities
include potential advisory, transactional and financial activities and other
interests in securities and companies that may be directly or indirectly
purchased or sold by the Firm for its clients' advisory accounts. These are
considerations of which advisory clients should be aware and which may cause
conflicts that could be to the disadvantage of the Advisor's advisory clients.
The Advisor has instituted business and compliance policies, procedures and
disclosures that are designed to identify, monitor and mitigate conflicts of
interest and, as appropriate, to report them to the Fund's Board.



Codes of Ethics

The Fund, the Advisor and the Fund's principal underwriter have each adopted
codes of ethics under Rule 17j-1 under the 1940 Act. Board members, officers of
the Trust and employees of the Advisor and principal underwriter are permitted
to make personal securities transactions, including transactions in securities
that may be purchased or held by the Funds, subject to requirements and
restrictions set forth in the applicable Code of Ethics. The Advisor's Codes of
Ethics contains provisions and requirements designed to identify and address
certain conflicts of interest between personal investment activities and the
interests of the Fund. Among other things, the Advisor's Code of Ethics
prohibits certain types of transactions absent prior approval, imposes time
periods during which personal transactions may not be made in certain
securities, and requires the submission of duplicate broker confirmations and
quarterly reporting of securities transactions. Additional restrictions apply to
portfolio managers, traders, research analysts and others involved in the
investment advisory process. Exceptions to these and other provisions of the
Advisor's Code of Ethics may be granted in particular circumstances after review
by appropriate personnel.

                             FUND SERVICE PROVIDERS

Administrator. Effective June 1, 2006, the Fund entered into an administrative
services agreement with the Advisor (the "Administrative Services Agreement"),
pursuant to which the Advisor provides administrative services to the Fund,
including, among others, providing the Fund with personnel, preparing and making
required filings on behalf of the Fund, maintaining books and records for the
Fund, and monitoring the valuation of Fund securities. The services provided by
the Advisor are described in more detail below. For all services provided under
the Administrative Services Agreement, the Fund pays the Advisor a fee, computed
daily and paid monthly, of the greater of 0.100% of the Fund's average daily net
assets or $150,000.

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


For the fiscal year ended July 31, 2007, the Advisor received an administration
fee of $317,710, of which $26,449 as of July 31, 2007. For the fiscal year ended
July 31, 2008, the Advisor received an administration fee of $286,013, of which
$21,824 is unpaid as of July 31, 2008. For the fiscal year ended July 31, 2009,
the Advisor received an administration fee of $_______, of which $_____ is
unpaid as of July 31, 2009.


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


Principal Underwriter and Distribution Agreement. Pursuant to a distribution
agreement ("Distribution Agreement") with a fund, DIDI, 222 South Riverside
Plaza, Chicago, Illinois 60606, an affiliate of the Advisor, is the principal
underwriter and distributor for each class of shares of the fund and acts as
agent of the fund in the continuous offering of its Shares. The Distribution
Agreement remains in effect for a class from year to year only if its
continuance is approved for the class at least annually by a vote of the Board
of the fund, including the Board members who are not interested persons of the
fund and who have no direct or indirect financial interest in the Distribution
Agreement.

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

Under the Distribution Agreement, DIDI uses reasonable efforts to sell shares of
a fund and may appoint various financial services firms to sell shares of a
fund. DIDI bears all of its expenses of providing services pursuant to the
Distribution Agreement, including the payment of any commissions, concessions,
and distribution fees to financial services firms. A fund pays the cost of the
registration of its shares for sale under the federal securities laws and the
registration or qualification of its shares for sale under the securities laws
of the various states. A fund also pays the cost for the prospectus and
shareholder reports to be typeset and printed for existing shareholders, and
DIDI, as principal underwriter, pays for the printing and distribution of copies
thereof used in connection with the offering of shares to prospective investors.
DIDI also pays for supplementary sales literature and advertising costs. DIDI
receives any sales charge upon the purchase of shares of a class with an initial
sales charge and pays commissions, concessions and distribution fees to firms
for the sale of a fund's shares. DIDI also receives any contingent deferred
sales charges paid with respect to the redemption of any shares having such a
charge. DIDI receives no compensation from a fund as principal underwriter
except with respect to certain fund classes in amounts authorized by a Rule
12b-1 Plan adopted for a class by the fund. See "Distribution and Service
Agreements and Plans."



Rule 12b-1 Plans

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

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

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

If a Rule 12b-1 Plan is terminated in accordance with its terms, the obligation
of the Fund to make payments to DIDI pursuant to the Rule 12b-1 Plan will cease
and the Fund will not be required to make any payments past the termination
date. Thus, there is no legal obligation for the Fund to pay any expenses
incurred by DIDI other than fees payable under a Rule 12b-1 Plan, if for any
reason the Rule 12b-1 Plan is terminated in accordance with its terms. Future
fees under the Plan may or may not be sufficient to reimburse DIDI for its
expenses incurred.

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

For its services under the Distribution Agreement, DIDI receives a fee from the
Fund under its Rule 12b-1 Plan, payable monthly, at the annual rate of 0.75% of
average daily net assets of the Fund attributable to Class C shares. This fee is
accrued daily as an expense of Class C shares. DIDI currently advances to firms
the first year distribution fee at a rate of 0.75% of the purchase price of
Class C shares. For periods after the first year, DIDI currently pays firms for
sales of Class C shares a distribution fee, payable quarterly, at an annual rate
of 0.75% of net assets attributable to Class C shares maintained and serviced by
the firm. This fee continues until terminated by DIDI or the Fund. DIDI also
receives any contingent deferred sales charges paid with respect to Class C
shares. Effective January 1, 2006, DIDI will no longer advance the first year
distribution fee to firms for sales of Class C shares to employer-sponsored
employee benefit plans using the OmniPlus subaccount record keeping system made
available through ADP, Inc. under an alliance with DIDI and it affiliates.

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

With respect to Class A shares of the Fund, DIDI pays each firm a service fee,
payable quarterly, at an annual rate of up to 0.25% of the net assets in Fund
accounts that it maintains and services attributable to Class A of the Fund,
commencing with the month after investment. With respect to Class B and Class C
shares of the Fund, DIDI currently advances to firms the first-year service fee
at a rate of up to 0.25% of the purchase price of such shares. Effective January
1, 2006, DIDI will no longer advance the first year distribution fee to firms
for sales of Class C shares to employer-sponsored employee benefit plans using
the OmniPlus subaccount record keeping system made available through ADP, Inc.
under an alliance with DIDI and its affiliates.

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

Expenses of the Fund paid in connection with the Rule 12b-1 Plans for each class
of shares are set forth below. A portion of the marketing and sales and
operating expenses shown below could be considered overhead expenses.

<TABLE>
<CAPTION>



                         12b-1 Compensation to Underwriter and Firms
                       for the Twelve-Month Period Ended June 30, 2009
                       -----------------------------------------------



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

 <S>                  <C>             <C>               <C>               <C>
DWS Large         Class A             $0         $40,438            $39,059
 Company Growth    Class B         $8,409          $2,966             $9,160
 Fund              Class C        $20,444          $7,436            $25,198




                                       Other Expenses Paid by Underwriter for the
                                        Twelve-Month Period Ended June 30, 2009
                                        ---------------------------------------

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

 DWS Large         Class A          $33,534          $1,571        $153,576        $637                $0
 Company Growth    Class B             $710             $31          $4,354         $16           $20,926
 Fund              Class C           $4,133            $206         $18,176         $74                $0



The following table shows for Class A shares, the aggregate amount of
underwriting commissions paid to DIDI, the amount in commissions it paid out to
brokers and the amount of underwriting commissions retained by DIDI.


                                                   Aggregate        Aggregate          Aggregate            Aggregate
                                     Fiscal          Sales         Commissions     Commissions Paid to      Commissions
Fund                                  Year        Commissions     Paid to Firms     Affiliated Firms    Retained by DIDI
----                                  ----        -----------     -------------     ----------------    ----------------

DWS Large Company Growth Fund

Class A                               2009
                                      2008          $13,000           $8,000             $1,000                $4,000
                                      2007          $20,000          $15,000             $1,000                $4,000

</TABLE>


Certain trustees or officers of the Fund are also directors or officers of the
Advisor or DIDI, as indicated under "Officers and Trustees."

Independent Registered Public Accounting Firm


The financial highlights of the Fund included in the Fund's prospectus and the
Financial Statements incorporated by reference in this SAI have been so included
or incorporated by reference in reliance on the reports of __________________,
the Fund's independent registered public accounting firm, given on the authority
of said firm as experts in auditing and accounting. _______________ audits the
financial statements of the Fund and provides other audit, tax and related
services. Shareholders will receive annual audited financial statements and
semi-annual unaudited financial statements.


Legal Counsel


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



Custodian


State Street Bank and Trust Company (the "Custodian"), Lafayette Corporate
Center, 2 Avenue De Lafayette, Boston, Massachusetts 02111, as custodian has
custody of all securities and cash of the Fund. The Custodian attends to the
collection of principal and income, and payment for and collection of proceeds
of securities bought and sold by the Fund. During the fiscal year ended July 31,
2007, the Fund's custodian fee was reduced by $127 for custody credits earned.


Transfer Agent and Shareholder Service Agent


DWS Investments Service Company ("DISC" or the "Transfer Agent"), 210 West 10th
Street, Kansas City, Missouri 64105-1614, an affiliate of the Advisor, is the
transfer agent, dividend-paying agent and shareholder service agent for all
classes of the Fund/Portfolio. The Transfer Agent receives an annual service fee
for each account of the Fund/Portfolio, based on the type of account. For open
retail accounts, the fee is a flat fee ranging from $20.99 to $24.09 per
account, for open wholesale money funds the fee is $35.55 per account, while for
certain retirement accounts serviced on the recordkeeping system of ExpertPlan,
Inc., the fee is a flat fee up to $3.91 per account (as of February 2009,
indexed to inflation) plus an asset based fee of up to 0.25% of average net
assets. 1/12th of the annual service charge for each account is charged and
payable to the Transfer Agent each month. A fee is charged for any account which
at any time during the month had a share balance in the Fund/Portfolio. Smaller
fees are also charged for closed accounts for which information must be retained
on the Transfer Agent's system for up to 18 months after closing for tax
reporting purposes.

Certain out-of-pocket expenses incurred by the Transfer Agent, including
expenses of printing and mailing routine fund disclosure documents, costs of
record retention and transaction processing costs are reimbursed by the
Fund/Portfolio or are paid directly by the Fund/Portfolio. Certain additional
out-of-pocket expenses, including costs of computer hardware and software, third
party record-keeping fees in excess of 0.25%, and processing of proxy
statements, may only be reimbursed by the Fund/Portfolio with the prior approval
of the Fund's/Portfolio's Board.



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

The Fund, or the Advisor (including any affiliate of the Advisor), or both, may
pay unaffiliated third parties for providing recordkeeping and other
administrative services with respect to beneficial owners of Fund shares whose
interests are generally held in an omnibus account.


For the fiscal year ended July 31, 2007, the amount charged to the Fund by DISC
and DWS Investments Service Corporation ("DWS-SSC") aggregated $602,349, of
which $47,540 was waived and $157,755 is unpaid at July 31, 2007. For the fiscal
year ended July 31, 2008, the amount charged to the Fund by DISC and DWS-SSC
aggregated $638,173, of which $44,130 was waived and $158,160 is unpaid at July
31, 2008. For the fiscal year ended July 31, 2009, the amount charged to the
Fund by DISC and DWS-SSC aggregated $_____, of which $______ was waived and
$____ is unpaid at July 31, 2009.


                             PORTFOLIO TRANSACTIONS

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

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

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

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

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

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

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


Research and brokerage services may include products obtained from third parties
if the Advisor determines that such product or service constitutes brokerage and
research as defined in Section 28(e) and interpretations thereunder. Provided a
Subadvisor is acting in accordance with any instructions and directions of the
Advisor or the Board, the Subadvisor is authorized to pay to a broker or dealer
who provides third party brokerage and research services a commission for
executing a portfolio transaction for the Fund in excess of what another broker
or dealer may charge, if the Subadvisor determines in good faith that such
commission was reasonable in relation to the value of the third party brokerage
and research services provided by such broker or dealer.



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

Investment decisions for each Fund and for other investment accounts managed by
the Advisor are made independently of each other in light of differing
conditions. However, the same investment decision may be made for two or more of
such accounts. In such cases, simultaneous transactions are inevitable. To the
extent permitted by law, the Advisor may aggregate the securities to be sold or
purchased for a Fund with those to be sold or purchased for other accounts in
executing transactions. Purchases or sales are then averaged as to price and
commission and allocated as to amount in a manner deemed equitable to each
account. While in some cases this practice could have a detrimental effect on
the price paid or received by, or on the size of the position obtained or
disposed of for, the Fund, in other cases it is believed that the ability to
engage in volume transactions will be beneficial to the Fund.

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

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

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


For the fiscal years ended July 31, 2007, July 31, 2008 and July 31, 2009, the
Fund paid aggregate brokerage commissions of $150,508, $148,129 and $______,
respectively.

The percentage of the Fund's commissions paid to affiliated brokers, the
percentage of transactions involving commissions paid to affiliated brokers, the
dollar amount of commissions paid to brokers for research services is set forth
below for the fiscal year ended July 31, 2009:

<TABLE>
<CAPTION>

                                           Percentage of          Percentage of           Dollar Amount of
                                         Commissions Paid     Transactions Involving    Commissions Paid to
                                           to Affiliated       Commissions Paid to          Brokers for
Name of Fund                                  Brokers           Affiliated Brokers       Research Services
------------                                  -------           ------------------       -----------------
<S>                                            <C>                     <C>                     <C>

DWS Large Company Growth Fund                   0%                      0%                     $0

</TABLE>

The Fund is required to identify any securities of its "regular broker or
dealers" (as such term is defined in the 1940 Act) that the Fund has acquired
during the most recent fiscal year. As of July 31, 2009, the Fund held the
following securities of its regular broker dealers:


 Name of Issuer                                               Value of Holdings
 --------------                                               -----------------



Portfolio Turnover

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

A higher rate involves greater brokerage and transaction expenses to the Fund
and may result in the realization of net capital gains, which would be taxable
to shareholders when distributed. Purchases and sales are made for the Fund's
portfolio whenever necessary, in management's opinion, to meet the Fund's
objective.

Portfolio turnover rates for the two most recent fiscal years are as follows:


Fund                                             2009                 2008
----                                             ----                 ----

DWS Large Company Growth Fund                    __%                  43%


                        PURCHASE AND REDEMPTION OF SHARES

General Information


Shares of the Fund are distributed by DIDI. General information on how to buy
shares of the Fund is set forth in "Buying and Selling Fund Shares" in the
Fund's Prospectus. The following supplements that information.


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

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

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

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

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

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


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

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

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

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

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



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

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


Dividend Payment Option. Investors may have dividends and distributions
automatically deposited to their predesignated bank account through DWS
Investments' Dividend Payment Option request form. Shareholders whose
predesignated checking account of record is with a member bank of Automated
Clearing House Network (ACH) can have income and capital gain distributions
automatically deposited to their personal bank account usually within three
business days after the Fund pays its distribution. A Dividend Payment Option
request form can be obtained by visiting our Web site at:
www.dws-investments.com or calling (800) 621-1048 for Class A, B and C shares,
(800) 730-1313 for Institutional Class shares or (800) 728-3337 for Class S
shares. Confirmation Statements will be mailed to shareholders as notification
that distributions have been deposited.


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

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

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

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

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

Purchases

The Fund reserves the right to withdraw all or any part of the offering made by
its prospectus and to reject purchase orders for any reason. Also, from time to
time, the Fund may temporarily suspend the offering of any class of its shares
to new investors. During the period of such suspension, persons who are already
shareholders of such class of such Fund may be permitted to continue to purchase
additional shares of such class and to have dividends reinvested. Fees generally
charged to IRA accounts will be charged to accounts of Deutsche or DWS
Investments employees and directors.
To help the government fight the funding of terrorism and money laundering
activities, federal law requires all financial institutions to obtain, verify
and record information that identifies each person who opens an account. For
more information, please see "Policies You Should Know About" in the fund
prospectus.

Financial Services Firms' Compensation. Banks and other financial services firms
may provide administrative services related to order placement and payment to
facilitate transactions in shares of the fund for their clients, and DIDI may
pay them a transaction fee up to the level of the discount or commission
allowable or payable to dealers.

In addition to the discounts or commissions described herein and in the
prospectus, DIDI, the Advisor, or its affiliates may pay or allow additional
discounts, commissions or promotional incentives, in the form of cash, to firms
that sell shares of the fund. In some instances, such amounts may be offered
only to certain firms that sell or are expected to sell during specified time
periods certain minimum amounts of shares of the fund, or other funds
underwritten by DIDI.

Upon notice to all dealers, DIDI may re-allow to dealers up to the full
applicable Class A sales charge during periods and for transactions specified in
such notice and such re-allowances may be based upon attainment of minimum sales
levels. During periods when 90% or more of the sales charge is re-allowed, such
dealers may be deemed to be underwriters as that term is defined in the 1933
Act.


DIDI may at its discretion compensate investment dealers or other financial
services firms in connection with the sale of Class A shares of the Funds in
accordance with the Large Order NAV Purchase Privilege and one of the two
compensation schedules up to the following amounts:

             Compensation Schedule #1: Retail Sales and DWS Flex Plan(1)
             -----------------------------------------------------------

Amount of Shares Sold                         As a Percentage of Net Asset Value
---------------------                         ----------------------------------

$1,000,000 but less than $3,000,000                         1.00%
$3,000,000 but less than $50,000,000                        0.50%
$50,000,000 and greater                                     0.25%

                  Compensation Schedule #2: DWS Retirement Plans(2)
                  -------------------------------------------------

Amount of Shares Sold                         As a Percentage of Net Asset Value
---------------------                         ----------------------------------

$3,000,000 and greater                                  0.00% - 0.50%

(1)       For purposes of determining the appropriate commission percentage to
          be applied to a particular sale under the foregoing schedule, DIDI
          will consider the cumulative amount invested by the purchaser in a
          Fund and other Funds listed under "Special Features -- Class A Shares
          -- Combined Purchases," including purchases pursuant to the "Combined
          Purchases," "Letter of Intent" and "Cumulative Discount" features
          referred to above.

(2)       Compensation Schedule 2 applies to employer sponsored employee benefit
          plans using the OmniPlus subaccount record keeping system made
          available through ADP, Inc. under an alliance with DIDI and its
          affiliates.



DIDI compensates firms for sales of Class B shares at the time of sale at a
commission rate of up to 3.75% of the amount of Class B shares purchased. SDI is
compensated by the Fund for services as distributor and principal underwriter
for Class B shares. Except as provided below, for sales of Class C shares, DIDI
advances to firms the first year distribution fee at a rate of 0.75% of the
purchase price of such shares, and, for periods after the first year, DIDI
currently pays firms for sales of Class C shares a distribution fee, payable
quarterly, at an annual rate of 0.75% of net assets attributable to Class C
shares maintained and serviced by the firm. For sales of Class C shares to
employer sponsored employee benefit plans using the OmniPlus subaccount record
keeping system made available through ADP, Inc. under an alliance with DIDI and
its affiliates, DIDI does not advance the first year distribution fee and for
periods after the date of sale.

DIDI currently pays firms a distribution fee, payable quarterly, at an annual
rate of 0.75% based on net assets as of the last business day of the month
attributable to Class C shares maintained and serviced by the firm. DIDI is
compensated by the Fund for services as distributor and principal underwriter
for Class C shares.

Revenue Sharing


In light of recent regulatory developments, the Advisor, the Distributor and
their affiliates have undertaken to furnish certain additional information below
regarding the level of payments made by them to selected affiliated and
unaffiliated brokers, dealers, participating insurance companies or other
financial intermediaries ("financial advisors") in connection with the sale
and/or distribution of Fund shares or the retention and/or servicing of
investors and Fund shares ("revenue sharing").

The Advisor, the Distributor and/or their affiliates may pay additional
compensation, out of their own assets and not as an additional charge to each
Fund, to financial advisors in connection with the sale and/or distribution of
Fund shares or the retention and/or servicing of Fund investors and Fund shares.
Such revenue sharing payments are in addition to any distribution or service
fees payable under any Rule 12b-1 or service plan of any fund, any record
keeping/sub-transfer agency/networking fees payable by each Fund (generally
through the Distributor or an affiliate) and/or the Distributor to certain
financial advisors for performing such services and any sales charges,
commissions, non-cash compensation arrangements expressly permitted under
applicable rules of FINRA or other concessions described in the fee table or
elsewhere in the Prospectuses or the SAI as payable to all financial advisors.
For example, the Advisor, the Distributor and/or their affiliates may compensate
financial advisors for providing each Fund with "shelf space" or access to a
third party platform or fund offering list, or other marketing programs
including, without limitation, inclusion of each Fund on preferred or
recommended sales lists, mutual fund "supermarket" platforms and other formal
sales programs; granting the Distributor access to the financial advisor's sales
force; granting the Distributor access to the financial advisor's conferences
and meetings; assistance in training and educating the financial advisor's
personnel; and, obtaining other forms of marketing support. The level of revenue
sharing payments made to financial advisors may be a fixed fee or based upon one
or more of the following factors: gross sales, current assets and/or number of
accounts of each Fund attributable to the financial advisor, the particular fund
or fund type or other measures as agreed to by the Advisor, the Distributor
and/or their affiliates and the financial advisors or any combination thereof.
The amount of these payments is determined at the discretion of the Advisor, the
Distributor and/or their affiliates from time to time, may be substantial, and
may be different for different financial advisors based on, for example, the
nature of the services provided by the financial advisor.

The Advisor, the Distributor and/or their affiliates currently make revenue
sharing payments from their own assets in connection with the sale and/or
distribution of DWS fund shares, or the retention and/or servicing of investors,
to financial advisors in amounts that generally range from .01% up to .50% of
assets of the Fund serviced and maintained by the financial advisor, .05% to
..25% of sales of the Fund attributable to the financial advisor, a flat fee of
$13,350 up to $500,000, or any combination thereof. These amounts are annual
figures typically paid on a quarterly basis and are subject to change at the
discretion of the Advisor, the Distributor and/or their affiliates. Receipt of,
or the prospect of receiving, this additional compensation, may influence your
financial advisor's recommendation of this Fund or of any particular share class
of the Fund. You should review your financial advisor's compensation disclosure
and/or talk to your financial advisor to obtain more information on how this
compensation may have influenced your financial advisor's recommendation of this
Fund.

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

As of the date hereof, the Fund has been advised that the Advisor, the
Distributor and their affiliates expect that the following firms will receive
revenue sharing payments at different points during the coming year as described
above:

Channel: Broker-Dealers and Financial Advisors
----------------------------------------------
AIG Advisors Group
Ameriprise
Cadaret, Grant & Co. Inc.
Capital Analyst, Incorporated
Citigroup Global Markets, Inc. (dba Smith Barney)
Commonwealth Equity Services, LLP (dba Commonwealth Financial Network)
Deutsche Bank Group
Ensemble Financial Services
First Allied Securities
First Clearing/Wachovia Securities
HD Vest Investment Securities, Inc.
ING Advisors Network
John Hancock Distributors LLC
LPL Financial
M.L. Stern & Co.
Meridien Financial Group
Merrill Lynch, Pierce, Fenner & Smith Inc.
Morgan Stanley
Oppenheimer & Co., Inc.
PlanMember Services
Prime Capital Inc.
Raymond James & Associates
Raymond James Financial Services
RBC Dain Rauscher, Inc
Securities America, Inc.
UBS Financial Services
Wells Fargo Investments, LLC

Channel: Cash Product Platform
------------------------------
Allegheny Investments LTD
Bank of America
Bank of New York (Hare & Co.)
BMO Capital Markets
Brown Brothers Harriman
Brown Investment Advisory & Trust Company
Cadaret Grant & Co.
Chicago Mercantile Exchange
D.A. Davidson & Company
Deutsche Bank Group
Emmett A. Larkin Company
Fiduciary Trust Co. - International
First Southwest Company
J.P. Morgan Clearing Corp.
Legent Clearing LLC
Lincoln Investment Planning
LPL Financial
Mellon Financial Markets LLC
Mesirow Financial, Inc.
Penson Financial Services
Pershing Choice Platform
ProFunds Distributors, Inc.
Ridge Clearing & Outsourcing Solutions
Robert W. Baird & Co.
Romano Brothers and Company
SAMCO Capital Markets
Smith Moore & Company
Sungard Institutional Brokerage Inc.
Treasury Curve LLC
US Bancorp
UBS Financial Services
William Blair & Company

Channel: Third Party Insurance Platforms
----------------------------------------
Allstate Life Insurance Company of New York
Ameritas Life Insurance Group
Annuity Investors Life Insurance Company
Columbus Life Insurance Company
Commonwealth Annuity and Life Insurance Company
Companion Life Insurance Company
Connecticut General Life Insurance Company
EquiTrust Life Insurance Company
Farm Bureau Life Insurance Company
Farmers New World Life Insurance Company
Fidelity Security Life Insurance Company
First Allmerica Financial Life Insurance Company
First Great West Life and Annuity Company
Genworth Life Insurance Company of New York
Genworth Life and Annuity Insurance Company
Great West Life and Annuity Insurance Company
Hartford Life Insurance Company
Integrity Life Insurance Company
John Hancock Life Insurance companies
Kemper Investors Life Insurance Company
Lincoln Benefit Life Insurance Company
Lincoln Life & Annuity Company of New York
Lincoln National Life Insurance Company
Massachusetts Mutual Life Insurance Group
MetLife Group
Minnesota Life Insurance Company
National Life Insurance Company
National Integrity Life Insurance Company
Nationwide Group
New York Life Insurance and Annuity Corporation
Phoenix Life Insurance Company
Protective Life Insurance
Provident Mutual Life Insurance
Prudential Insurance Company of America
Sun Life Group
Symetra Life Insurance Company
Transamerica Life Insurance Company
Union Central Life Insurance Company
United of Omaha Life Insurance Company
United Investors Life Insurance Company
Western Southern Life Assurance Company

Any additions, modifications or deletions to the financial advisors identified
above that have occurred since the date hereof are not reflected.

The Advisor, the Distributor or their affiliates may enter into additional
revenue sharing arrangements or change or discontinue existing arrangements with
financial advisors at any time without notice.

The prospect of receiving, or the receipt of additional compensation or
promotional incentives described above by financial advisors may provide such
financial advisors and/or their salespersons with an incentive to favor sales of
shares of the DWS funds or a particular DWS fund over sales of shares of mutual
funds (or non-mutual fund investments) with respect to which the financial
advisor does not receive additional compensation or promotional incentives, or
receives lower levels of additional compensation or promotional incentives.
Similarly, financial advisors may receive different compensation or incentives
that may influence their recommendation of any particular share class of the
Fund or of other funds. These payment arrangements, however, will not change the
price that an investor pays for Fund shares or the amount that the Fund receives
to invest on behalf of an investor and will not increase Fund expenses. You may
wish to take such payment arrangements into account when considering and
evaluating any recommendations relating to Fund shares and you should discuss
this matter with your financial advisor and review your financial advisor's
disclosures.

It is likely that broker-dealers that execute portfolio transactions for the
Fund will include firms that also sell shares of the DWS funds to their
customers. However, the Advisor will not consider sales of DWS fund shares as a
factor in the selection of broker-dealers to execute portfolio transactions for
the DWS funds. Accordingly, the Advisor has implemented policies and procedures
reasonably designed to prevent its traders from considering sales of DWS fund
shares as a factor in the selection of broker-dealers to execute portfolio
transactions for the Fund. In addition, the Advisor, the Distributor and/or
their affiliates will not use fund brokerage to pay for their obligation to
provide additional compensation to financial advisors as described above.



Class A  Purchases.  The public  offering price of Class A shares for
purchasers  choosing the initial sales charge  alternative is the net
asset value plus a sales charge, as set forth below.
<TABLE>
<CAPTION>
                                                                      Sales Charge
                                                                      ------------
                                                                                         Allowed to Dealers
                                           As a Percentage of    As a Percentage of     as a Percentage of
Amount of Purchase                           Offering Price       Net Asset Value*         Offering Price
------------------                           --------------       ----------------         --------------
<S>                                                <C>                  <C>                     <C>

Less than $50,000                                 5.75%                 6.10%                 5.20%
$50,000 but less than $100,000                    4.50                  4.71                  4.00
$100,000 but less than $250,000                   3.50                  3.63                  3.00
$250,000 but less than $500,000                   2.60                  2.67                  2.25
$500,000 but less than $1 million                 2.00                  2.04                  1.75
$1 million and over                                .00**                 .00**                 .00***
</TABLE>


*        Rounded to the nearest one-hundredth percent.

**       Redemption  of shares  may be subject to a  contingent  deferred  sales
         charge as discussed below.

***      Commission is payable by DIDI as discussed below.

Class A NAV Sales. Class A shares may be sold at net asset value to:

(a)      a current or former director or trustee of Deutsche or DWS mutual
         funds;

(b)      an employee (including the employee's spouse or life partner and
         children or stepchildren age 21 or younger) of Deutsche Bank or its
         affiliates or of a subadvisor to any fund in the DWS family of funds or
         of a broker-dealer authorized to sell shares of the Fund or service
         agents of the Funds;

(c)      certain professionals who assist in the promotion of DWS mutual funds
         pursuant to personal services contracts with DIDI, for themselves or
         members of their families. DIDI in its discretion may compensate
         financial services firms for sales of Class A shares under this
         privilege at a commission rate of 0.50% of the amount of Class A shares
         purchased;

(d)      any trust, pension, profit-sharing or other benefit plan for only such
         persons listed under the preceding paragraphs (a) and (b);

(e)      persons who purchase such shares through bank trust departments that
         process such trades through an automated, integrated mutual fund
         clearing program provided by a third party clearing firm;

(f)      selected employees (including their spouses or life partners and
         children or stepchildren age 21 or younger) of banks and other
         financial services firms that provide administrative services related
         to order placement and payment to facilitate transactions in shares of
         the Fund for their clients pursuant to an agreement with DIDI or one of
         its affiliates. Only those employees of such banks and other firms who
         as part of their usual duties provide services related to transactions
         in Fund shares qualify;

(g)      unit investment trusts sponsored by Ranson & Associates, Inc. and
         unitholders of unit investment trusts sponsored by Ranson & Associates,
         Inc. or its predecessors through reinvestment programs described in the
         prospectuses of such trusts that have such programs;

(h)      through certain investment advisors registered under the Investment
         Advisers Act of 1940 and other financial services firms acting solely
         as agent for their clients, that adhere to certain standards
         established by DIDI, including a requirement that such shares be sold
         for the benefit of their clients participating in an investment
         advisory program or agency commission program under which such clients
         pay a fee to the investment advisor or other firm for portfolio
         management or agency brokerage services. Such shares are sold for
         investment purposes and on the condition that they will not be resold
         except through redemption or repurchase by the Fund;

(i)      employer sponsored employee benefit plans using the Flex subaccount
         recordkeeping system ("Flex Plans") made available through ADP under an
         alliance with DIDI and its affiliates, established prior to October 1,
         2003, provided that the Flex Plan is a participant-directed plan that
         has not less than 200 eligible employees;

(j)      investors investing $1 million or more, either as a lump sum or through
         the "Combined Purchases," "Letter of Intent" and "Cumulative Discount"
         features referred to above (collectively, the "Large Order NAV Purchase
         Privilege"). The Large Order NAV Purchase Privilege is not available if
         another net asset value purchase privilege is available;

(k)      defined contribution investment only plans with a minimum of $1,000,000
         in plan assets regardless of the amount allocated to the DWS funds;

In addition, Class A shares may be sold at net asset value in connection with:

(l)      the acquisition of the assets of or merger or consolidation with
         another investment company, or to shareholders in connection with the
         investment or reinvestment of income and capital gain dividends, and
         under other circumstances deemed appropriate by DIDI and consistent
         with regulatory requirements; and

(m)      a direct "roll over" of a distribution from a Flex Plan or from
         participants in employer sponsored employee benefit plans maintained on
         the OmniPlus subaccount record keeping system made available through
         ADP, Inc. under an alliance with DIDI and its affiliates into a DWS
         Investments IRA;

(n)      reinvestment of fund dividends and distributions;

(o)      exchanging an investment in Class A shares of another fund in the DWS
         family of funds for an investment in the fund.

Class A shares also may be purchased at net asset value in any amount by members
of the plaintiff class in the proceeding known as Howard and Audrey Tabankin, et
al. v. Kemper Short-Term Global Income Fund, et al., Case No. 93 C 5231 (N.D.
IL). This privilege is generally non-transferable and continues for the lifetime
of individual class members and for a ten-year period for non-individual class
members. To make a purchase at net asset value under this privilege, the
investor must, at the time of purchase, submit a written request that the
purchase be processed at net asset value pursuant to this privilege specifically
identifying the purchaser as a member of the "Tabankin Class." Shares purchased
under this privilege will be maintained in a separate account that includes only
shares purchased under this privilege. For more details concerning this
privilege, class members should refer to the Notice of (i) Proposed Settlement
with Defendants; and (ii) Hearing to Determine Fairness of Proposed Settlement,
dated August 31, 1995, issued in connection with the aforementioned court
proceeding. For sales of Fund shares at net asset value pursuant to this
privilege, DIDI may in its discretion pay investment dealers and other financial
services firms a concession, payable quarterly, at an annual rate of up to 0.25%
of net assets attributable to such shares maintained and serviced by the firm. A
firm becomes eligible for the concession based upon assets in accounts
attributable to shares purchased under this privilege in the month after the
month of purchase and the concession continues until terminated by DIDI. The
privilege of purchasing Class A shares of the Fund at net asset value under this
privilege is not available if another net asset value purchase privilege also
applies.

Class A Quantity Discounts. An investor or the investor's dealer or other
financial services firm must notify the Shareholder Service Agent or DIDI
whenever a quantity discount or reduced sales charge is applicable to a
purchase. In order to qualify for a lower sales charge, all orders from an
organized group will have to be placed through a single investment dealer or
other firm and identified as originating from a qualifying purchaser.

Letter of Intent. The reduced sales charges for Class A shares, as shown in the
applicable prospectus, also apply to the aggregate amount of purchases of Class
A shares of DWS Funds that bear a sales charge made by any purchaser within a
24-month period under a written Letter of Intent ("Letter") provided by DIDI.
The Letter, which imposes no obligation to purchase or sell additional Class A
shares, provides for a price adjustment depending upon the actual amount
purchased within such period. The Letter provides that the first purchase
following execution of the Letter must be at least 5% of the amount of the
intended purchase, and that 5% of the amount of the intended purchase normally
will be held in escrow in the form of shares pending completion of the intended
purchase. If the total investments under the Letter are less than the intended
amount and thereby qualify only for a higher sales charge than actually paid,
the appropriate number of escrowed shares are redeemed and the proceeds used
toward satisfaction of the obligation to pay the increased sales charge. The
Letter for an employer-sponsored employee benefit plan maintained on the
subaccount record keeping system available through the ADP, Inc. under an
alliance with DIDI and its affiliates may have special provisions regarding
payment of any increased sales charge resulting from a failure to complete the
intended purchase under the Letter. A shareholder may include the value (at the
maximum offering price, which is determined by adding the maximum applicable
sales load charged to the net asset value) of all Class A shares of such DWS
Funds held of record as of the initial purchase date under the Letter as an
"accumulation credit" toward the completion of the Letter, but no price
adjustment will be made on such shares.

Class A Cumulative Discount. Class A shares of the Fund may also be purchased at
the rate applicable to the discount bracket attained by adding to the cost of
shares being purchased, the value of all Class A shares of DWS Funds that bear a
sales charge (computed at the maximum offering price at the time of the purchase
for which the discount is applicable) already owned by the investor or his or
her immediate family member (including the investor's spouse or life partner and
children or stepchildren age 21 or younger).

For purposes of the Combined Purchases, Letter of Intent and Cumulative Discount
features described above, employer sponsored employee benefit plans using the
Flex subaccount record keeping system available through ADP, Inc. under an
alliance with DIDI and its affiliates may include: (a) Money Market Funds as
"DWS Funds," (b) all classes of shares of any DWS Fund and (c) the value of any
other plan investments, such as guaranteed investment contracts and employer
stock, maintained on such subaccount record keeping system. Once eligible plan
assets under this provision reach the $1,000,000 threshold, a later decline in
assets below the $1,000,000 threshold will not affect the plan's ability to
continue to purchase Class A shares at net asset value.

Combined Purchases. The Fund's Class A shares may be purchased at the rate
applicable to the sales charge discount bracket attained by combining same day
investments in Class A shares of any DWS Funds that bear a sales charge.

Class B Purchases. Class B shares of the Fund are offered at net asset value. No
initial sales charge is imposed. Class B shares sold without an initial sales
charge allow the full amount of the investor's purchase payment to be invested
in Class B shares for his or her account. Class B shares have a contingent
deferred sales charge of 4.00% that declines over time (for shares sold within
six years of purchase) and Rule 12b-1 fees, as described in the Funds'
Prospectuses and SAI. Class B shares automatically convert to Class A shares
after six years.

Class C Purchases. Class C shares of the Fund are offered at net asset value. No
initial sales charge is imposed which allows the full amount of the investor's
purchase payment to be invested in Class C shares for his or her account. Class
C shares are subject to a contingent deferred sales charge of 1.00% (for shares
sold within one year of purchase) and Rule 12b-1 fees, as described in the
Funds' Prospectuses and SAI.


Institutional Class Purchases. Information on how to buy Institutional Class
shares is set forth in the section entitled "Invesing in the Fund" in the Fund's
prospectus. The following supplements that information. The minimum initial
investment for Institutional Class shares is $1,000,000. There is no minimum
subsequent investment requirement for the Institutional Class shares. This
minimum amount maybe changed at any time in management's discretion.


To sell shares in a retirement account other than an IRA, your request must be
made in writing, except for exchanges to other eligible funds in the DWS family
of funds, which can be requested by phone or in writing.


Class S Purchases. Class S shares of the fund will generally not be available to
new investors. Information on eligibility for purchasing Class S is set forth in
the section entitled "Investing in the Fund" in the prospectus.


Multi-Class Suitability. DIDI has established the following procedures regarding
the purchase of Class A, Class B and Class C shares. Orders to purchase Class B
shares of $100,000 or more and orders to purchase Class C shares of $500,000 or
more will be declined with the exception of orders received from financial
representatives acting for clients whose shares are held in an omnibus account
and employer-sponsored employee benefit plans using the subaccount record
keeping system ("System") maintained for DWS Investments-branded plans on record
keeping systems made available through ADP, Inc. under an alliance with DIDI and
its affiliate ("DWS Investments Flex Plans").

The following provisions apply to DWS Investments Flex Plans.

a.        Class B Share DWS Investments Flex Plans. Class B shares have not been
          sold to DWS Investments Flex Plans that were established on the System
          after October 1, 2003. Orders to purchase Class B shares for a DWS
          Investments Flex Plan established on the System prior to October 1,
          2003 that has regularly been purchasing Class B shares will be
          invested instead in Class A shares at net asset value when the
          combined subaccount value in DWS Funds or other eligible assets held
          by the plan is $100,000 or more. This provision will be imposed for
          the first purchase after eligible plan assets reach the $100,000
          threshold. A later decline in assets below the $100,000 threshold will
          not affect the plan's ability to continue to purchase Class A shares
          at net asset value.

b.        Class C Share DWS Investments Flex Plans. Orders to purchase Class C
          shares for a DWS Investments Flex Plan, regardless of when such plan
          was established on the System, will be invested instead in Class A
          shares at net asset value when the combined subaccount value in DWS
          Funds or other eligible assets held by the plan is $1,000,000 or more.
          This provision will be imposed for the first purchase after eligible
          plan assets reach the $1,000,000 threshold. A later decline in assets
          below the $1,000,000 threshold will not affect the plan's ability to
          continue to purchase Class A shares at net asset value.

The procedures above do not reflect in any way the suitability of a particular
class of shares for a particular investor and should not be relied upon as such.
A suitability determination must be made by investors with the assistance of
their financial representative.


Payroll Investment Plans. A shareholder may purchase shares through Payroll
Direct Deposit or Government Direct Deposit. Under these programs, all or a
portion of a shareholder's net pay or government check is invested each payment
period. A shareholder may terminate participation in these programs by giving
written notice to the shareholder's employer or government agency, as
appropriate. (A reasonable time to act is required.) The Fund is not responsible
for the efficiency of the employer or government agency making the payment or
any financial institutions transmitting payments.

Redemptions



The Fund may suspend or postpone redemptions as permitted pursuant to Section
22(e) of the 1940 Act. Generally, those circumstances are when: (1) the New York
Stock Exchange is closed other than customary weekend or holiday closings; (2)
trading on the New York Stock Exchange is restricted; (3) an emergency exists
which makes the disposal of securities owned by the Fund or the fair
determination of the value of the Fund's net assets not reasonably practicable;
or (4) the SEC, by order, permits the suspension of the right of redemption.
Redemption payments by wire may also be delayed in the event of a non-routine
closure of the Federal Reserve wire payment system.

A request for repurchase (confirmed redemption) may be communicated by a
shareholder through a financial services firm to DIDI, which firms must promptly
submit orders to be effective.

Redemption requests must be unconditional. Redemption requests (and a stock
power for certificated shares) must be duly endorsed by the account holder. As
specified in the prospectus, signatures may need to be guaranteed by a
commercial bank, trust company, savings and loan association, federal savings
bank, member firm of a national securities exchange or other financial
institution permitted by SEC rule. Additional documentation may be required,
particularly from institutional and fiduciary account holders, such as
corporations, custodians (e.g., under the Uniform Transfers to Minors Act),
executors, administrators, trustees or guardians.

If the proceeds of the redemption (prior to the imposition of any contingent
deferred sales charge) are $100,000 or less and the proceeds are payable to the
shareholder of record at the address of record, normally a telephone request or
a written request by any one account holder without a signature guarantee is
sufficient for redemptions by individual or joint account holders, and trust,
executor and guardian account holders, provided the trustee, executor or
guardian is named in the account registration. Other institutional account
holders may exercise this special privilege of redeeming shares by telephone
request or written request without signature guarantee subject to the same
conditions as individual account holders, provided that this privilege has been
pre-authorized by the institutional account holder by written instruction to the
Shareholder Service Agent with signatures guaranteed. This privilege may not be
used to redeem shares held in certificated form and may not be used if the
shareholder's account has had an address change within 15 days of the redemption
request.

Wires. Delivery of the proceeds of a wire redemption of $250,000 or more may be
delayed by the Fund for up to seven days if the Fund or the Shareholder Service
Agent deems it appropriate under then-current market conditions. The ability to
send wires is limited by the business hours and holidays of the firms involved.
The Fund is not responsible for the efficiency of the federal wire system or the
account holder's financial services firm or bank. The account holder is
responsible for any charges imposed by the account holder's firm or bank. To
change the designated account to receive wire redemption proceeds, send a
written request to the Fund Shareholder Service Agent with signatures guaranteed
as described above or contact the firm through which Fund shares were purchased.

Automatic Withdrawal Plan. The owner of $5,000 or more of a class of the Fund's
shares at the offering price (net asset value plus, in the case of Class A
shares, the initial sales charge) may provide for the payment from the owner's
account of any requested dollar amount to be paid to the owner or a designated
payee monthly, quarterly, semiannually or annually. The $5,000 minimum account
size is not applicable to IRAs. The minimum periodic payment is $50. The maximum
annual rate at which shares, subject to CDSC may be redeemed is 12% of the net
asset value of the account. Shares are redeemed so that the payee should receive
payment approximately the first of the month. Investors using this Plan must
reinvest Fund distributions.

The purchase of Class A shares while participating in an automatic withdrawal
plan will ordinarily be disadvantageous to the investor because the investor
will be paying a sales charge on the purchase of shares at the same time that
the investor is redeeming shares upon which a sales charge may have already been
paid. Therefore, the Fund will not knowingly permit additional investments of
less than $2,000 if the investor is at the same time making systematic
withdrawals.

Contingent Deferred Sales Charge (CDSC). The following example will illustrate
the operation of the CDSC. Assume that an investor makes a single purchase of
$10,000 of the Fund's Class B shares and that 16 months later the value of the
shares has grown by $1,000 through reinvested dividends and by an additional
$1,000 of share appreciation to a total of $12,000. If the investor were then to
redeem the entire $12,000 in share value, the CDSC would be payable only with
respect to $10,000 because neither the $1,000 of reinvested dividends nor the
$1,000 of share appreciation is subject to the charge. The charge would be at
the rate of 3.00% ($300) because it was in the second year after the purchase
was made.

The rate of the CDSC is determined by the length of the period of ownership.
Investments are tracked on a monthly basis. The period of ownership for this
purpose begins the first day of the month in which the order for the investment
is received. For example, an investment made in March of the year of investment
will be eligible for the second year's charge if redeemed on or after March of
the following year. In the event no specific order is requested when redeeming
shares subject to a CDSC, the redemption will be made first from shares
representing reinvested dividends and then from the earliest purchase of shares.
DIDI receives any CDSC directly. The charge will not be imposed upon redemption
of reinvested dividends or share appreciation.

The Class A CDSC will be waived in the event of:

(a)       redemptions by a participant-directed qualified retirement plan
          described in Code Section 401(a), a participant-directed non-qualified
          deferred compensation plan described in Code Section 457 or a
          participant-directed qualified retirement plan described in Code
          Section 403(b)(7) which is not sponsored by a K-12 school district;

(b)       redemptions by employer-sponsored employee benefit plans using the
          subaccount record keeping system made available through ADP, Inc.
          under an alliance with DIDI and its affiliates;

(c)       redemption of shares of a shareholder (including a registered joint
          owner) who has died or is disabled (under certain circumstances);

(d)       redemption of shares of a shareholder (including a registered joint
          owner) who after purchase of the shares being redeemed becomes totally
          disabled (as evidenced by a determination by the federal Social
          Security Administration);

(e)      redemptions under the Fund's Automatic  Withdrawal Plan at a maximum of
         12% per year of the net asset value of the account;

(f)       redemptions of shares whose dealer of record at the time of the
          investment notifies DIDI that the dealer waives the discretionary
          commission applicable to such Large Order NAV Purchase; and

(g)       redemptions for certain loan advances, hardship provisions or returns
          of excess contributions from retirement plans.

The Class B CDSC will be waived for the circumstances set forth in items (c),
(d), (e) and (g) for Class A shares. In addition, this CDSC will be waived:

(h)       for redemptions made pursuant to any IRA systematic withdrawal based
          on the shareholder's life expectancy including, but not limited to,
          substantially equal periodic payments described in Internal Revenue
          Code Section 72(t)(2)(A)(iv) prior to age 59 1/2;

(i)       for redemptions to satisfy required minimum distributions after age 70
          1/2 from an IRA account (with the maximum amount subject to this
          waiver being based only upon the shareholder's DWS Investments IRA
          accounts); and

(j)      in connection with the following redemptions of shares held by employer
         sponsored  employee benefit plans  maintained on the subaccount  record
         keeping system made  available  through ADP under an alliance with DIDI
         and its affiliates: (1) to satisfy participant loan advances (note that
         loan  repayments  constitute new purchases for purposes of the CDSC and
         the  conversion   privilege),   (2)  in  connection   with   retirement
         distributions  (limited  at any one time to 12% of the  total  value of
         plan assets invested in the Fund), (3) in connection with distributions
         qualifying under the hardship  provisions of the Internal Revenue Code,
         (4) representing  returns of excess contributions to such plans and (5)
         in connection  with direct "roll over"  distributions  from a Flex Plan
         into a DWS  Investments  IRA under the Class A net asset value purchase
         privilege.

The Class C CDSC will be waived for the circumstances set forth in items (b),
(c), (d), (e) and (g) for Class A shares and for the circumstances set forth in
items (h) and (i) for Class B shares. In addition, this CDSC will be waived for:

(k)       redemption of shares by an employer sponsored employee benefit plan
          that offers funds in addition to DWS Funds and whose dealer of record
          has waived the advance of the first year administrative service and
          distribution fees applicable to such shares and agrees to receive such
          fees quarterly, and

(l)       redemption of shares purchased through a dealer-sponsored asset
          allocation program maintained on an omnibus record-keeping system
          provided the dealer of record had waived the advance of the first year
          administrative services and distribution fees applicable to such
          shares and has agreed to receive such fees quarterly.

In-kind Redemptions. The Fund reserves the right to honor any request for
redemption or repurchase by making payment in whole or in part in securities.
These securities will be chosen by the fund and valued as they are for purposes
of computing the Fund's net asset value. A shareholder may incur transaction
expenses in converting these securities to cash.

Exchanges


Shareholders may request a taxable exchange of their shares for shares of the
corresponding class of certain other DWS funds without imposition of a sales
charge, subject to the provisions below. For purposes of calculating any CDSC,
amounts exchanged retain their original cost and purchase date.

Shareholders who exchange their shares out of a DWS money market fund (not
including shares acquired by dividend reinvestment or by exchange from Class A
shares of another DWS fund) into Class A shares of certain other DWS funds, will
generally be subject to the applicable sales charge.

Certain DWS funds may not be available to shareholders on an exchange. To learn
more about which DWS funds may be available on exchange, please contact your
financial services firm or visit our Web site at: www.dws-investments.com or
call (800) 621-1048 for A; (800) 730-1313 for Institutional Class shares; and
(800) 728-3337 for S. .

Shareholders may obtain prospectus(es) of the DWS fund they are exchanging into
from dealers, other firms or DIDI.




Class A to Class S in the Same Fund Exchange Privilege. Investors who have
invested in Class A shares through a comprehensive or "wrap" fee program, or
other fee-based program sponsored by a broker-dealer, bank or registered
investment adviser may become eligible to invest in Class S shares. Subject to
the discretion of DWS Investments Distributors, Inc., such shareholders may
exchange their Class A shares for Class S shares of equal aggregate value of the
same fund. No sales charge or other charges will apply to any such exchanges.
Investors should contact their selling and/or servicing agents to learn more
about the details of this exchange feature.


Multi-Class Conversions. For purposes of conversion to Class A shares, shares
purchased through the reinvestment of dividends and other distributions paid
with respect to Class B shares in a shareholder's Fund account will be converted
to Class A shares on a pro rata basis.

                                    DIVIDENDS


The Fund generally intends to distribute to its shareholders all or
substantially all of its net investment income and net realized capital gains.
However, if the Fund determines that it is in the interest of its shareholders,
the Fund may retain all or part of its net realized long-term capital gains for
reinvestment, after paying the related federal taxes. In such a case,
shareholders will generally be treated as having received their share of such
gains, but will then be able to claim a credit against their federal tax
liability for the federal income tax the Fund pays on such gain. If the Fund
does not distribute the amount of ordinary income and/or capital gain required
to be distributed by an excise tax provision of the Code, the Fund may be
subject to that excise tax on the undistributed amounts. In certain
circumstances, the Fund may determine that it is in the interest of shareholders
to distribute less than the required amount.


The Fund intends to distribute such amounts annually in December, and any
additional distributions may be made at other times, if necessary. In certain
circumstances, the Fund may determine that it is in the interest of shareholders
to distribute less than the required amount and pay any necessary Fund-level
income and/or excise taxes. See "Taxes" below for more information.

Any dividends or capital gains distributions declared in October, November or
December with a record date in such a month and paid during the following
January will be treated by shareholders for federal income tax purposes as if
received on December 31 of the calendar year in which they were declared.

The level of income dividends per share (as a percentage of net asset value)
will be lower for Class B and Class C shares than for Class A shares primarily
as a result of the higher distribution services fee applicable to Class B and
Class C shares. Distributions of capital gains, if any, will be paid in the same
amount for each class.

Income and capital gain dividends, if any, of the Fund will be credited to
shareholder accounts in full and fractional shares of the same class of the Fund
at net asset value on the reinvestment date, except that, upon written request
to the Shareholder Service Agent, a shareholder may select one of the following
options:

1.       To receive  income and  short-term  capital gain  dividends in cash and
         long-term  capital  gain  dividends  in shares of the same class at net
         asset value; or

2.       To receive income and capital gain dividends in cash.

Dividends will be reinvested in shares of the same class of the Fund unless
shareholders indicate in writing that they wish to receive them in cash or in
shares of other DWS Funds with multiple classes of shares or DWS Funds as
provided in the prospectus. To use this privilege of investing dividends of the
Fund in shares of another DWS Fund, shareholders must maintain a minimum account
value of $1,000 in the Fund distributing the dividends. The Fund will reinvest
dividend checks (and future dividends) in shares of that same Fund and class if
checks are returned as undeliverable. Dividends and other distributions of the
Fund in the aggregate amount of $10 or less are automatically reinvested in
shares of the Fund unless the shareholder requests that such policy not be
applied to the shareholder's account.


If a shareholder has elected to reinvest any dividends and/or other
distributions, such distributions will be made in shares of that Fund and
confirmations will be mailed to each shareholder. If a shareholder has chosen to
receive cash, a check will be sent. Distributions are generally taxable, whether
made in shares of the Fund or cash.

Each distribution is accompanied by a brief explanation of the form and
character of the distribution. The characterization of distributions on such
correspondence may differ from the characterization for federal tax purposes.
Early each year, the Fund issues to each shareholder a statement of the federal
income tax status of all distributions in the prior calendar year.


The Fund may at any time vary its foregoing distribution practices and,
therefore, reserves the right from time to time to either distribute or retain
for reinvestment such of its net investment income and its net short-term and
long-term capital gains as its Board determines appropriate under the then
current circumstances. In particular, and without limiting the foregoing, the
Fund may make additional distributions of net investment income or capital gain
net income in order to satisfy the minimum distribution requirements contained
in the Code.

                                      TAXES


The following is intended to be a general summary of certain US federal income
tax consequences of investing in the Fund. It is not intended as a complete
discussion of all such consequences, it does not address foreign, state or local
taxes or the effects of possible changes in tax laws, nor does it purport to
deal with all categories of investors. Investors are therefore advised to
consult with their tax advisors before making an investment in the Fund. The
summary is based on the Code, US Treasury Regulations, and other applicable
authority as of the date of this SAI. These authorities are subject to change by
legislative or administrative action, possibly with retroactive effect.

Taxation of the Fund. The Fund has elected to be treated and intends to qualify
each year as a regulated investment company under Subchapter M of the Code. In
order to qualify for the special tax treatment accorded regulated investment
companies and their shareholders, the Fund must, among other things:

(a)      derive at least 90% of its gross income for each taxable year from (i)
         dividends, interest, payments with respect to certain securities loans,
         and gains from the sale or other disposition of stock, securities or
         foreign currencies, or other income (including but not limited to gains
         from options, futures, or forward contracts) derived with respect to
         its business of investing in such stock, securities, or currencies; and
         (ii) net income derived from interests in "qualified publicly traded
         partnerships" (as defined below);

(b)      diversify  its  holdings  so that,  at the end of each  quarter  of the
         Fund's taxable year, (i) at least 50% of the market value of the Fund's
         total  assets is  represented  by cash and cash  items,  US  Government
         securities,  securities of other regulated  investment  companies,  and
         other  securities  limited  in respect of any one issuer to a value not
         greater  than 5% of the value of the Fund's  total  assets and not more
         than 10% of the outstanding  voting securities of such issuer, and (ii)
         not more than 25% of the value of the Fund's  total  assets is invested
         (x) in the  securities  (other than those of the US Government or other
         regulated  investment  companies)  of any one  issuer or of two or more
         issuers  which the Fund  controls  and which are  engaged  in the same,
         similar,  or related trades or businesses,  or (y) in the securities of
         one or more qualified publicly traded  partnerships (as defined below);
         and

(c)      distribute with respect to each taxable year at least 90% of the sum of
         its investment company taxable income (as that term is defined in the
         Code without regard to the deduction for dividends paid--generally,
         taxable ordinary income and the excess, if any, of net short-term
         capital gains over net long-term capital losses) and net tax-exempt
         interest income, for such year.

In general, for purposes of the 90% gross income requirement described in
paragraph (a) above, income derived from a partnership will be treated as
qualifying income only to the extent such income is attributable to items of
income of the partnership which would be qualifying income if realized by the
regulated investment company. However, 100% of the net income derived from an
interest in a "qualified publicly traded partnership" (generally, a partnership
(x) interests in which are traded on an established securities market or readily
tradable on a secondary market or the substantial equivalent thereof, and (y)
that derives less than 90% of its income from the qualifying income described in
paragraph (a)(i) above) will be treated as qualifying income. In general, such
entities will be treated as partnerships for federal income tax purposes because
they meet the passive income requirement under Code section 7704(c)(2). In
addition, although in general the passive loss rules of the Code do not apply to
regulated investment companies, such rules do apply to a regulated investment
company with respect to items attributable to an interest in a qualified
publicly traded partnership. For purposes of the diversification test in (b)
above, identification of the issuer (or, in some cases, issuers) of a particular
Fund investment will depend on the terms and conditions of that investment. In
some cases, identification of the issuer (or issuers) is uncertain under current
law, and an adverse determination or future guidance by the Internal Revenue
Service ("IRS") with respect to issuer identification for a particular type of
investment may adversely affect the Fund's ability to meet the diversification
test in (b) above. Finally, for purposes of paragraph (b) above, the term
"outstanding voting securities of such issuer" will include the equity
securities of a qualified publicly traded partnership.

If the Fund qualifies as a regulated investment company that is accorded special
tax treatment, the Fund will not be subject to federal income tax on income and
gains that are distributed in a timely manner to its shareholders in the form of
dividends (including Capital Gain Dividends, as defined below).

If for any taxable year the Fund were not to qualify for the special federal
income tax treatment accorded regulated investment companies, all of its taxable
income would be subject to federal income tax at regular corporate rates
(without any deduction for distributions to its shareholders), and all
distributions from earnings and profits, including any distributions of net
tax-exempt income and net long-term capital gains, would be taxable to
shareholders as ordinary income. Such distributions may be eligible (i) to be
treated as "qualified dividend income" in the case of shareholders taxed as
individuals, provided, in both cases, the shareholder meets certain holding
period and other requirements in respect of the Fund's shares (as described
below). In addition, the Fund could be required to recognize unrealized gains,
pay substantial taxes and interest and make substantial distributions before
requalifying as a regulated investment company that is accorded special tax
treatment.

As described in "Dividends" above, the Fund intends to distribute at least
annually to shareholders all or substantially all of its net earnings, including
investment company taxable income (which generally includes taxable ordinary
income and any excess of net realized short-term capital gains over net realized
long-term capital losses) computed without regard to the dividends-paid
deduction, and may distribute its net capital gain (that is, the excess of net
realized long-term capital gains over net realized short-term capital losses).
Any investment company taxable income retained by the Fund will be subject to
federal income tax at the Fund level at regular corporate rates. The Fund may
also retain for investment its net capital gain. If the Fund retains any net
capital gain, it will be subject to tax at regular corporate rates on the amount
retained, but may designate the retained amount as undistributed capital gains,
in a timely notice to its shareholders who (i) will be required to include in
income for federal income tax purposes, as long-term capital gain, their shares
of such undistributed amount, and (ii) will be entitled to credit their
proportionate shares of the tax paid by the Fund on such undistributed amount
against their federal income tax liabilities, if any, and to claim refunds on a
properly-filed US tax return to the extent the credit exceeds such liabilities.
For federal income tax purposes, the tax basis of shares owned by a shareholder
of the Fund will be increased by an amount equal under current law to the
difference between the amount of undistributed capital gains included in the
shareholder's gross income and the tax deemed paid by the shareholder under
clause (ii) of the preceding sentence.

In determining its Capital Gain Dividend (as defined below), a regulated
investment company generally must treat any net capital loss or any net
long-term capital loss incurred after October 31 as if it had been incurred in
the succeeding year. In addition, in determining its taxable income, a regulated
investment company is permitted to elect to treat all or part of any net capital
loss, any net long-term capital loss or any foreign currency loss incurred after
October 31 as if it had been incurred in the succeeding year.

The Fund is subject to a 4% nondeductible excise tax on amounts required to be
but not distributed under a prescribed formula. The formula requires payment to
shareholders during a calendar year of distributions representing (i) at least
98% of the Fund's taxable ordinary income for the calendar year, (ii) at least
98% of the excess of its capital gains over capital losses realized during the
one-year period ending October 31 of such year, and (iii) amounts that were
neither distributed nor taxed to the Fund during the prior calendar year. For
these purposes, the Fund will be treated as having distributed any amount on
which it has been subject to corporate income tax in the taxable year ending
within the calendar year. A dividend paid to shareholders in January of a year
generally is deemed to have been paid by the Fund on December 31 of the
preceding year, if the dividend was declared and payable to shareholders of
record on a date in October, November or December of that preceding year.
Although the Fund's distribution policies should enable it to avoid excise tax
liability, the Fund may retain (and be subject to excise tax on) a portion of
its capital gain or other income if it appears to be in the Fund's interest.
However, in any event, the Fund intends to comply with the minimum distribution
requirements applicable to regulated investment companies under Subchapter M of
the Code as described above.

Capital losses in excess of capital gains ("net capital losses") are not
permitted to be deducted against the Fund's net investment income. The Fund may
carry net capital losses forward for eight years and use them to offset capital
gains realized during this period; any net capital losses remaining at the
conclusion of the eighth taxable year succeeding the taxable year in which such
net capital losses arose will expire unused. All net capital losses carried
forward are treated as short-term capital losses, and will offset any short-term
capital gains before offsetting any long-term capital gains. The Fund's ability
to use net capital losses to offset gains may be limited as a result of certain
(i) acquisitive reorganizations and (ii) shifts in the ownership of the Fund by
a shareholder owning or treated as owning 5% or more of the stock of the Fund.
See the Fund's most recent annual shareholder report for the Fund's available
capital loss carryovers as of the end of its most recently ended fiscal year.

Taxation of Fund Distributions. For federal income tax purposes, distributions
of investment income are generally taxable to shareholders as ordinary income.
Taxes on distributions of capital gains are determined by how long the Fund
owned (or is deemed to have owned) the investments that generated them, rather
than how long a shareholder has owned his or her shares. In general, the Fund
will recognize long-term capital gain or loss on assets it has owned (or is
deemed to have owned) for more than one year, and short-term capital gain or
loss on investments it has owned (or is deemed to have owned) for one year or
less. Distributions of net capital gains that are properly designated by the
Fund as capital gain dividends ("Capital Gain Dividends") will be taxable to
shareholders as long-term capital gains. Distributions from capital gains are
generally made after applying any available capital loss carryovers. Long-term
capital gain rates applicable to individuals have been temporarily reduced - in
general, to 15% with lower rates applying to taxpayers in the 10% and 15% rate
brackets - for taxable years beginning before January 1, 2011. It is currently
unclear whether Congress will extend this provision for taxable years beginning
on or after January 1, 2011. Distributions derived from net short-term capital
gain (as reduced by any net long-term capital loss for the taxable year) will be
taxable as ordinary income.

For taxable years beginning before January 1, 2011, distributions of investment
income designated by the Fund as derived from "qualified dividend income" will
be taxed in the hands of individuals at the rates applicable to long-term
capital gain, provided holding period and other requirements are met at both the
shareholder and Fund levels. It is currently unclear whether Congress will
extend this provision for taxable years beginning on or after January 1, 2011.
In order for some portion of the dividends received by the Fund shareholder to
be "qualified dividend income," the Fund must meet holding period and other
requirements with respect to some portion of the dividend paying stocks in its
portfolio and the shareholder must meet holding period and other requirements
with respect to the Fund's shares. A dividend will not be treated as qualified
dividend income (at either the Fund or shareholder level) (1) if the dividend is
received with respect to any share of stock held for fewer than 61 days during
the 121-day period beginning on the date which is 60 days before the date on
which such share becomes ex-dividend with respect to such dividend (or, in the
case of certain preferred stock, 91 days during the 181-day period beginning 90
days before such date), (2) to the extent that the recipient is under an
obligation (whether pursuant to a short sale or otherwise) to make related
payments with respect to positions in substantially similar or related property,
(3) if the recipient elects to have the dividend income treated as investment
income for purposes of the limitation on deductibility on investment interest,
or (4) if the dividend is received from a foreign corporation that is (a) not
eligible for the benefits of a comprehensive income tax treaty with the United
States (with the exception of dividends paid on stock of such a foreign
corporation readily tradable on an established securities market in the United
States) or (b) treated as a passive foreign investment company.

In general, distributions of investment income designated by the Fund as derived
from qualified dividend income will be treated as qualified dividend income by a
shareholder taxed as an individual provided the shareholder meets the holding
period and other requirements described above with respect to the Fund's shares.
If the aggregate qualified dividends received by the Fund during any taxable
year are 95% or more of its gross income (excluding net long-term capital gain
over net short-term capital loss), then 100% of the Fund's dividends (other than
dividends properly designated as Capital Gain Dividends) will be eligible to be
treated as qualified dividend income.

If the above-described holding period and other requirements are met at both the
shareholder and Fund level, qualified dividend income will be taxed in the hands
of individuals at the rates applicable to long-term capital gain for taxable
years beginning before January 1, 2011. It is currently unclear whether Congress
will extend this provision for taxable years beginning on or after January 1,
2011.

Dividends-Received Deduction. In general, dividends of net investment income
received by corporate shareholders of the Fund will qualify for the 70%
dividends-received deduction generally available to corporations to the extent
of the amount of eligible dividends received by the Fund from domestic
corporations for the taxable year. A dividend received by the Fund will not be
treated as a dividend eligible for the dividends-received deduction (1) if it
has been received with respect to any share of stock that the Fund has held for
less than 46 days (91 days in the case of certain preferred stock) during the
91-day period beginning on the date which is 45 days before the date on which
such share becomes ex-dividend with respect to such dividend (during the 181-day
period beginning 90 days before such date in the case of certain preferred
stock) or (2) to the extent that the Fund is under an obligation (pursuant to a
short sale or otherwise) to make related payments with respect to positions in
substantially similar or related property. Moreover, the dividends received
deduction may otherwise be disallowed or reduced (1) if the corporate
shareholder fails to satisfy the foregoing requirements with respect to its
shares of the Fund or (2) by application of various provisions of the Code (for
instance, the dividends-received deduction is reduced in the case of a dividend
received on debt-financed portfolio stock (generally, stock acquired with
borrowed funds)).

Distributions are taxable as described herein whether shareholders receive them
in cash or reinvest them in additional shares through the reinvestment
privilege. A shareholder whose distributions are reinvested in shares will be
treated as having received a dividend equal to the fair market value of the new
shares issued to the shareholder.

Any distribution of income that is attributable to (i) income received by the
Fund in lieu of dividends with respect to securities on loan pursuant to a
securities lending transaction or (ii) dividend income received by the Fund on
securities it temporarily purchased from a counterparty pursuant to a repurchase
agreement that is treated for US federal income tax purposes as a loan by the
Fund, may not constitute qualified dividend income to individual shareholders
and may not be eligible for the dividends-received deduction for corporate
shareholders.

If the Fund makes a distribution to a shareholder in excess of the Fund's
current and accumulated earnings and profits in any taxable year, the excess
distribution will be treated as a return of capital to the extent of such
shareholder's tax basis in its shares, and thereafter as capital gain. A return
of capital is not taxable, but it reduces a shareholder's tax basis in its
shares, thus reducing any loss or increasing any gain on a subsequent taxable
disposition by the shareholder of its shares.

All distributions by the Fund result in a reduction in the net asset value of
the Fund's shares. Should a distribution reduce the net asset value below a
shareholder's cost basis, such distribution would nevertheless be taxable to the
shareholder as ordinary income, qualified dividend income or capital gain as
described herein, even though, from an investment standpoint, it may constitute
a partial return of capital. Such distributions are likely to occur in respect
of shares purchased at a time when the Fund's net asset value reflects either
unrealized gains, or realized but undistributed income or gains, that were
therefore included in the price the shareholder paid. Such distributions may
reduce the fair market value of the Fund's shares below the shareholder's cost
basis in those shares. As described above, the Fund is required to distribute
realized income and gains regardless of whether the Fund's net asset value also
reflects unrealized losses.

Transactions in Fund Shares. The sale, exchange or redemption of shares of the
Fund will generally give rise to a gain or loss. In general, any gain or loss
realized upon a taxable disposition of shares will be treated as long-term
capital gain or loss if the shares have been held for more than 12 months.
Otherwise, the gain or loss on the taxable disposition of shares of the Fund
will be treated as short-term gain or loss. However, any loss realized upon a
taxable disposition of shares held for six months or less will be treated as
long-term, rather than short-term, to the extent of any long-term capital gain
distributions received (or deemed received) by the shareholder with respect to
the shares. All or a portion of any loss realized upon a taxable disposition of
shares of the Fund will be disallowed under the Code's "wash-sale" rule if other
substantially identical shares of the Fund are purchased within 30 days before
or after the disposition. In such a case, the basis of the newly purchased
shares will be adjusted to reflect the disallowed loss.

Tax Effects of Certain Transactions.

Foreign Currency Transactions. The Fund's transactions in foreign currencies,
foreign-currency-denominated debt obligations and certain foreign currency
options, futures contracts and forward contracts (and similar instruments) may
give rise to ordinary income or loss to the extent such income or loss results
from fluctuations in the value of the foreign currency concerned. Such ordinary
income treatment may accelerate Fund distributions to shareholders and increase
the distributions taxed to shareholders as ordinary income. Any net ordinary
losses so created cannot be carried forward by the Fund to offset income or
gains earned in subsequent taxable years.

Options and Futures. In general, option premiums received by the Fund are not
immediately included in the income of the Fund. Instead, the premiums are
recognized when the option contract expires, the option is exercised by the
holder, or the Fund transfers or otherwise terminates the option (e.g., through
a closing transaction). If an option written by a Fund is exercised and the Fund
sells or delivers the underlying stock, the Fund generally will recognize
capital gain or loss equal to (a) sum of the strike price and the option premium
received by the Fund minus (b) the Fund's basis in the stock. Such gain or loss
generally will be short-term or long-term depending upon the holding period of
the underlying stock. If securities are purchased by the Fund pursuant to the
exercise of a put option written by it, the Fund generally will subtract the
premium received from its cost basis in the securities purchased. The gain or
loss with respect to any termination of the Fund's obligation under an option
other than through the exercise of the option and related sale or delivery of
the underlying stock generally will be short-term gain or loss depending on
whether the premium income received by the Fund is greater or less than the
amount paid by the Fund (if any) in terminating the transaction. Thus, for
example, if an option written by the Fund expires unexercised, the Fund
generally will recognize short-term gain equal to the premium received.

Certain covered call writing activities of the Fund may trigger the US federal
income tax straddle rules of Section 1092 of the Code, requiring that losses be
deferred and holding periods be tolled on offsetting positions in options and
stocks deemed to constitute substantially similar or related property. Options
on single stocks that are not "deep in the money" may give rise to qualified
covered calls, which generally are not subject to the straddle rules; the
holding period on stock underlying qualified covered calls that are "in the
money" although not "deep in the money" will be suspended during the period that
such calls are outstanding. Thus, the straddle rules and the rules governing
qualified covered calls could cause gains that would otherwise constitute
long-term capital gains to be treated as short-term capital gains, and
distributions that would otherwise constitute "qualified dividend income" or
qualify for the dividends-received deduction to fail to satisfy the holding
period requirements and therefore to be taxed as ordinary income or to fail to
qualify for the 70% dividends-received deduction, as the case may be.

The tax treatment of certain futures contracts entered into by a Fund as well as
listed non-equity options written or purchased by a Fund on US exchanges
(including options on futures contracts, equity indices and debt securities)
will be governed by section 1256 of the Code ("section 1256 contracts"). Gains
or losses on section 1256 contracts generally are considered 60% long-term and
40% short-term capital gains or losses ("60/40"), although certain foreign
currency gains and losses from such contracts may be treated as ordinary in
character. Also, section 1256 contracts held by a Fund at the end of each
taxable year (and, for purposes of the 4% excise tax, on certain other dates as
prescribed under the Code) are "marked to market" with the result that
unrealized gains or losses are treated as though they were realized and the
resulting gain or loss is treated as ordinary or 60/40 gain or loss, as
applicable.

Other Derivatives, Hedging and Related Transactions. In addition to the special
rules described above in respect of futures and options transactions, the Fund's
transactions in other derivative instruments (e.g. forward contracts and swap
agreements) as well as any of its other hedging, short sale or similar
transactions, may be subject to one or more special tax rules (e.g. notional
principal contract, straddle, constructive sale, wash sale and short sale
rules). These rules may affect whether gains and losses recognized by the Fund
are treated as ordinary or capital or as short-term or long-term, accelerate the
recognition of income or gains to the Fund, defer losses to the Fund, and cause
adjustments in the holding periods of the Fund's securities. These rules could
therefore affect the amount, timing and/or character of distributions to
shareholders.

Because these and other tax rules applicable to these types of transactions are
in some cases uncertain under current law, an adverse determination or future
guidance by the IRS with respect to these rules (which determination or guidance
could be retroactive) may affect whether the Fund has made sufficient
distributions, and otherwise satisfied the relevant requirements, to maintain
its qualification as a regulated investment company and avoid a Fund-level tax.

Book-Tax Differences. Certain of the Fund's investments in derivative
instruments and foreign currency-denominated instruments, and any of the Fund's
transactions in foreign currencies and hedging activities, are likely to produce
a difference between its book income and the sum of its taxable income and net
tax-exempt income. If there are differences between the Fund's book income and
the sum of its taxable income and net tax-exempt income (if any), the Fund may
be required to distribute amounts in excess of its book income or a portion of
Fund distributions may be treated as a return of capital to shareholders. If the
Fund's book income exceeds the sum of its taxable income (including realized
capital gains) and net tax-exempt income (if any), the distribution (if any) of
such excess generally will be treated as (i) a dividend to the extent of the
Fund's remaining earnings and profits, (ii) thereafter, as a return of capital
to the extent of the recipient's basis in its shares, and (iii) thereafter, as
gain from the sale or exchange of a capital asset. If the Fund's book income is
less than the sum of its taxable income and net tax exempt income (if any), the
Fund could be required to make distributions exceeding its book income to
qualify for treatment as a regulated investment company that is accorded special
tax treatment.

Special Rules for Debt Obligations. Some debt obligations with a fixed maturity
date of more than one year from the date of issuance and all zero-coupon debt
obligations with a fixed maturity date of more than one year from the date of
issuance that are acquired by the Fund will be treated as debt obligations that
are issued with original issue discount ("OID"). OID on such a debt security -
generally, the difference between its issue price and its stated principal
amount - is considered to be interest income to the Fund and is included in
taxable income over the term of the debt security, even though the Fund will not
receive cash interest payments from the security until a later time, usually
when the security matures. OID imputed income will comprise a part of the
investment company taxable income of the Fund, which must be distributed to
shareholders in order to maintain the qualification of the Fund as a regulated
investment company and to avoid federal income tax at the Fund level.
Payment-in-kind securities held by the Fund will also give rise to income which
is required to be distributed and is taxable even though the Fund receives no
payments in cash on the securities during the year.

Some debt obligations with a fixed maturity date of more than one year from the
date of issuance that are acquired by the Fund in the secondary market may be
treated as having market discount. Very generally, market discount is the excess
of the stated redemption price of a debt obligation over the purchase price of
such obligation (or in the case of an obligation issued with OID, its "revised
issue price"). Generally, any gain recognized on the disposition of, and any
partial payment of principal on, a debt security having market discount is
treated as ordinary income to the extent the gain, or principal payment, does
not exceed the "accrued market discount" on such debt security. Alternatively,
the Fund may elect to accrue market discount currently. The Fund may make one or
more of the elections applicable to debt obligations having market discount,
which could affect the character and timing of recognition of income by the
Fund.

Some debt obligations with a fixed maturity date of one year or less from the
date of issuance that are acquired by the Fund may be treated as having either
OID or "acquisition discount" (very generally, the excess of the stated
redemption price over the purchase price). Generally, the Fund will be required
to include the OID or acquisition discount in income over the term of the debt
security, even though payment of that amount is not received until a later time,
usually when the debt security matures. The Fund may make one or more of the
elections applicable to debt obligations having acquisition discount or OID
which could affect the character and timing of recognition of income by the
Fund.

If the Fund holds the foregoing kinds of securities, it may be required to pay
out as an income distribution each year an amount which is greater than the
total amount of cash interest the Fund actually received. Such distributions may
be made from the cash assets of the Fund or by liquidation of portfolio
securities, if necessary. The Fund may realize gains or losses from such
liquidations. In the event the Fund realizes net capital gains from such
transactions, its shareholders may receive larger distributions than they would
have received in the absence of such transactions.

Certain Investments in REITs. The Fund may invest in REITs, including REITs that
hold residual interests in real estate mortgage investment conduits ("REMICs")
or equity interests in taxable mortgage pools ("TMPs"). A Fund's investments in
REIT equity securities may result in the Fund's receipt of cash in excess of the
REIT's earnings; if the Fund distributes these amounts, these distributions
could constitute a return of capital to Fund shareholders for federal income tax
purposes. Dividends received by the Fund from a REIT will not qualify for the
corporate dividends-received deduction and generally will not constitute
qualified dividend income.

Under a notice issued by the IRS in the October 2006 and Treasury regulations
that have yet to be issued but may apply retroactively, a portion of the Fund's
income from a REIT (or other pass-through entity) that is attributable to the
REIT's residual interest in a REMIC or an equity interest in a TMP (referred to
in the Code as an "excess inclusion") will be subject to federal income tax in
all events. This notice also provides, and the regulations are expected to
provide, that excess inclusion income of a regulated investment company will be
allocated to shareholders of the regulated investment company in proportion to
the dividends received by such shareholders, with the same consequences as if
the shareholders held the related REMIC or TMP interest directly. As a result, a
fund investing in such interests may not be a suitable investment for charitable
remainder trusts, as noted below. In addition, such investments in REIT equity
securities also may require a fund to accrue and distribute income not yet
received. To generate sufficient cash to make the requisite distributions, a
fund may be required to sell securities in its portfolio (including when it is
not advantageous to do so) that it otherwise would have continued to hold.

In general, excess inclusion income allocated to shareholders (i) cannot be
offset by net operating losses (subject to a limited exception for certain
thrift institutions), (ii) will constitute unrelated business taxable income
("UBTI") to entities (including a qualified pension plan, an individual
retirement account, a 401(k) plan, a Keogh plan or other tax-exempt entity)
subject to tax on UBTI, thereby potentially requiring such an entity that is
allocated excess inclusion income, and otherwise might not be required to file a
tax return, to file a tax return and pay tax on such income, and (iii) in the
case of a non-US shareholder, will not qualify for any reduction in US federal
withholding tax.

Passive Foreign Investment Companies. Equity investments by the Fund in certain
"passive foreign investment companies" ("PFICs") could potentially subject the
Fund to US federal income tax (including interest charges) on distributions
received from the company or on proceeds received from the disposition of shares
in the company, which tax cannot be eliminated by making distributions to Fund
shareholders. However, the Fund may elect to avoid the imposition of that tax.
For example, the Fund may in certain cases elect to treat a PFIC as a "qualified
electing fund" (i.e., make a "QEF election"), in which case the Fund would be
required to include in its income annually its share of the PFIC's income and
net capital gains, regardless of whether it receives any distribution from the
PFIC. The Fund also may make an election to mark the gains (and to a limited
extent losses) in such holdings "to the market" as though it had sold (and,
solely for purposes of this mark-to-market election, repurchased) its holdings
in those PFICs on the last day of the Fund's taxable year. Such gains and losses
are treated as ordinary income and loss. The QEF and mark-to-market elections
may accelerate the recognition of income (without the receipt of cash) and
increase the amount required to be distributed by the Fund to avoid taxation.
Making either of these elections therefore may require the Fund to liquidate
other investments (including when it is not advantageous to do so) to meet its
distribution requirement, which also may accelerate the recognition of gain and
affect the Fund's total return. Dividends paid by PFICs will not be eligible to
be treated as "qualified dividend income." As noted above, dividends paid by
PFICs will not be eligible to be treated as "qualified dividend income."

Investments in Other RICs. If the Fund receives dividends from another
investment company that qualifies as a regulated investment company, and the
investment company designates such dividends as qualified dividend income, then
the Fund is permitted in turn to designate a portion of its distributions as
qualified dividend income, provided the Fund meets holding period and other
requirements with respect to shares of the investment company.

If the Fund receives dividends from an investment company and the investment
company designates such dividends as eligible for the dividends-received
deduction, then the Fund is permitted in turn to designate its distributions
derived from those dividends as eligible for the dividends-received deduction as
well, provided the Fund meets holding period and other requirements with respect
to shares of the investment company.

Tax-Exempt Shareholders. Under current law, the Fund serves to "block" (that is,
prevent the attribution to shareholders of) unrelated business taxable income
("UBTI") from being realized by tax-exempt shareholders. Notwithstanding this
"blocking" effect, a tax-exempt shareholder could recognize UBTI by virtue of
its investment in the Fund if shares in the Fund constitute debt-financed
property in the hands of the tax-exempt shareholder within the meaning of Code
Section 514(b).

Furthermore, a tax-exempt shareholder may recognize UBTI if the Fund recognizes
"excess inclusion income" derived from direct or indirect investments in REMIC
residual interests or TMPs if the amount of such income recognized by the Fund
exceeds the Fund's investment company taxable income (after taking into account
deductions for dividends paid by the Fund). Any investment in residual interests
of a Collateralized Mortgage Obligation (a "CMO") that has elected to be treated
as a REMIC likewise can create complex tax problems, especially if the Fund has
state or local governments or other tax-exempt organizations as shareholders.

In addition, special tax consequences apply to charitable remainder trusts
("CRTs") that invest in regulated investment companies that invest directly or
indirectly in residual interests in REMICs or equity interests in TMPs. Under
legislation enacted in December 2006, if a CRT (defined in section 664 of the
Code) realizes any UBTI for a taxable year, it must pay an excise tax annually
of an amount equal to such UBTI. Under IRS guidance issued in October 2006, a
CRT will not recognize UBTI as a result of investing in a Fund that recognizes
"excess inclusion income." Rather, if at any time during any taxable year a CRT
(or one of certain other tax-exempt shareholders, such as the United States, a
state or political subdivision, or an agency or instrumentality thereof, and
certain energy cooperatives) is a record holder of a share in a Fund that
recognizes "excess inclusion income," then the Fund will be subject to a tax on
that portion of its "excess inclusion income" for the taxable year that is
allocable to such shareholders at the highest federal corporate income tax rate.
The extent to which this IRS guidance remains applicable in light of the
December 2006 legislation is unclear. To the extent permitted under the 1940
Act, the Fund may elect to specially allocate any such tax to the applicable
CRT, or other shareholder, and thus reduce such shareholder's distributions for
the year by the amount of the tax that relates to such shareholder's interest in
the Fund. The Fund has not yet determined whether such an election will be made.
CRTs are urged to consult their tax advisors concerning the consequences of
investing in the Fund.

Foreign Taxation. Foreign withholding or other foreign taxes may apply with
respect to income received by the Fund (possibly including, in some cases,
capital gains) on certain foreign investments. These taxes may be reduced or
eliminated under the terms of an applicable US income tax treaty. As it is not
expected that more than 50% of the value of the Fund's total assets will consist
of securities issued by foreign corporations, the Fund will not be eligible to
pass through to shareholders its proportionate share of any foreign taxes paid,
with the result that shareholders will not be able to include in income, and
will not be entitled to take any credits or deductions, for such foreign taxes.

Backup Withholding. Under the backup withholding provisions of the Code,
redemption proceeds as well as distributions may be subject to federal income
tax withholding for certain individual shareholders if (i) the shareholder fails
to furnish the Fund with a correct "taxpayer identification number" (TIN), (ii)
the shareholder underreports dividend or interest income, or (iii) the
shareholder has not certified to the Fund that withholding does not apply. The
backup withholding rate is 28% for amounts paid through 2010. This rate will
expire and the backup withholding rate will be 31% for amounts paid after
December 31, 2010, unless Congress enacts tax legislation providing otherwise.

Backup withholding is not an additional tax. Any amounts withheld may be
credited against the shareholder's US federal income tax liability, provided the
appropriate information is furnished to the IRS.

Non-US Shareholders. Distributions properly designated as Capital Gain Dividends
generally will not be subject to withholding of federal income tax. In general,
dividends (other than Capital Gain Dividends) paid by the Fund to a shareholder
that is not a "US person" within the meaning of the Code (such shareholder, a
"foreign shareholder") are subject to withholding of US federal income tax at a
rate of 30% (or lower applicable treaty rate) even if they are funded by income
or gains (such as portfolio interest, short-term capital gains, or
foreign-source dividend and interest income) that, if paid to a foreign
shareholder directly, would not be subject to withholding.

However, effective for taxable years of the Fund beginning before January 1,
2010, the Fund will not be required to withhold any amounts (i) with respect to
distributions (other than distributions to a foreign shareholder (A) that has
not provided a satisfactory statement that the beneficial owner is not a US
person, (B) to the extent that the dividend is attributable to certain interest
on an obligation if the foreign shareholder is the issuer or is a 10%
shareholder of the issuer, (C) that is within certain foreign countries that
have inadequate information exchange with the United States, or (D) to the
extent the dividend is attributable to interest paid by a person that is a
related person of the foreign shareholder and the foreign shareholder is a
controlled foreign corporation) from US-source interest income that would not be
subject to US federal income tax if earned directly by an individual foreign
shareholder, to the extent such distributions are properly designated by the
Fund ("interest-related dividends"), and (ii) with respect to distributions
(other than (A) distributions to an individual foreign shareholder who is
present in the United States for a period or periods aggregating 183 days or
more during the year of the distribution and (B) distributions subject to
special rules regarding the disposition of US real property interests ("USRPIs")
as defined below) of net short-term capital gains in excess of net long-term
capital losses, to the extent such distributions are properly designated by the
Fund ("short-term capital gain dividends"). If the Fund invests in a regulated
investment company that pays such distributions to the Fund, such distributions
retain their character as not subject to withholding if properly designated when
paid by the Fund to foreign persons. Depending on the circumstances, the Fund
may make designations of interest-related and/or short-term capital gain
dividends with respect to all, some or none of its potentially eligible
dividends and/or treat such dividends, in whole or in part, as ineligible for
these exemptions from withholding. The Fund does not currently intend to make
designations of interest-related dividends. Absent legislation extending these
exemptions for taxable years beginning on or after January 1, 2010, these
special withholding exemptions for interest-related and short-term capital gain
dividends will expire and these dividends generally will be subject to
withholding as described above. It is currently unclear whether Congress will
extend these exemptions for taxable years beginning on or after January 1, 2010.

In the case of shares held through an intermediary, the intermediary may
withhold even if the Fund makes a designation with respect to a payment. Foreign
shareholders should contact their intermediaries regarding the application of
these rules to their accounts.

A foreign shareholder is not, in general, subject to US federal income tax on
gains (and is not allowed a deduction for losses) realized on the sale of shares
of the Fund or on Capital Gain Dividends unless (i) such gain or dividend is
effectively connected with the conduct by the foreign shareholder of a trade or
business within the United States, (ii) in the case of a foreign shareholder
that is an individual, the shareholder is present in the United States for a
period or periods aggregating 183 days or more during the year of the sale or
the receipt of the Capital Gain Dividend and certain other conditions are met,
or (iii) the shares constitute USRPIs or the Capital Gain Dividends are
attributable to gains from the sale or exchange of USRPIs in accordance with the
rules set forth below.

If a foreign shareholder is eligible for the benefits of a tax treaty, any
effectively connected income or gain will generally be subject to U.S. federal
income tax on a net basis only if it is also attributable to a permanent
establishment maintained by the shareholder in the United States.

Special rules would apply if the Fund were either a "US real property holding
corporation" ("USRPHC") or would be a USRPHC but for the operation of certain
exceptions to the definition thereof. Very generally, a USRPHC is a domestic
corporation that holds USRPIs the fair market value of which equals or exceeds
50% of the sum of the fair market values of the corporation's USRPIs, interests
in real property located outside the United States, and other assets. USRPIs are
generally defined as any interest in US real property and any interest (other
than solely as a creditor) in a USRPHC or former USRPHC.

If the Fund were a USRPHC or would be a USRPHC but for the exceptions referred
to above, any distributions by the Fund to a foreign shareholder (including, in
certain cases, distributions made by the Fund in redemption of its shares) that
are attributable to gains realized by the Fund on the disposition of USRPIs or
to distributions received by the Fund from a lower-tier regulated investment
company or REIT that the Fund is required to treat as USRPI gain in its hands
generally will be subject to US tax withholding. In addition, such distributions
may result in the foreign shareholder being required to file a US tax return and
pay tax on the distributions at regular US federal income tax rates. The
consequences to a foreign shareholder, including the rate of such withholding
and character of such distributions (e.g., as ordinary income or USRPI gain),
will vary depending upon the extent of the foreign shareholder's current and
past ownership of the Fund. Absent legislation, after December 31, 2009, this
"look-through" USRPI treatment for distributions by the Fund, if it were either
a USRPHC or would be a USRPHC but for the operation of the exceptions referred
to above, to foreign shareholders will apply only to those distributions that,
in turn, are attributable to distributions received by the Fund from a
lower-tier REIT that the Fund is required to treat as USRPI gain in its hands.

In addition, if the Fund were a USRPHC or former USRPHC, it may be required to
withhold US tax on the proceeds of a share redemption by a greater-than-5%
foreign shareholder, in which case such foreign shareholder generally would also
be required to file US tax returns and pay any additional taxes due in
connection with the redemption.

The Fund generally does not expect that it will be a USRPHC or would be a USRPHC
but for the operation of the special exceptions referred to above. Foreign
shareholders should consult their tax advisors concerning the application of
these rules to their investment in the Fund.

In order to qualify for any exemptions from withholding described above or for
lower withholding tax rates under income tax treaties, or to establish an
exemption from backup withholding, a foreign shareholder must comply with
special certification and filing requirements relating to its non-US status
(including, in general, furnishing an IRS Form W-8BEN or substitute form).
Foreign shareholders should consult their tax advisors in this regard.

Special rules (including withholding and reporting requirements) apply to
foreign partnerships and those holding Fund shares through foreign partnerships.
Additional considerations may apply to foreign trusts and estates. Investors
holding Fund shares through foreign entities should consult their tax advisors
about their particular situation.

A foreign shareholder may be subject to state and local tax and to the U.S.
federal estate tax in addition to the U.S. federal income tax referred to above.

Tax Shelter Reporting Regulations. Under Treasury regulations, if a shareholder
recognizes a loss of $2 million or more for an individual shareholder or $10
million or more for a corporate shareholder, the shareholder must file with the
IRS a disclosure statement on Form 8886. Direct shareholders of portfolio
securities are in many cases excepted from this reporting requirement, but under
current guidance, shareholders of a regulated investment company are not
excepted. Future guidance may extend the current exception from this reporting
requirement to shareholders of most or all regulated investment companies. The
fact that a loss is reportable under these regulations does not affect the legal
determination of whether the taxpayer's treatment of the loss is proper.
Shareholders should consult their tax advisors to determine the applicability of
these regulations in light of their individual circumstances.

Other Tax Considerations. Shareholders of the Fund may be subject to state and
local taxes on distributions received from the Fund and on redemptions of the
Fund's shares.

Special tax rules apply to investments through defined contribution plans and
other tax-qualified plans. Shareholders should consult their tax advisors to
determine the suitability of shares of the Fund as an investment through such
plans and the precise effect of an investment on their particular tax situation.

The US federal income tax discussion set forth above is for general information
only. Investors are advised to consult their own tax advisors with respect to
their own circumstances regarding the above-described general federal income
taxation rules and with respect to other federal, state, local or foreign tax
consequences to them of an investment in shares of the Fund.



                                 NET ASSET VALUE

The net asset value of shares of the Fund is computed as of the close of regular
trading on the New York Stock Exchange (the "Exchange") on each day the Exchange
is open for trading (the "Value Time"). The Exchange is scheduled to be closed
on the following holidays: New Year's Day, Dr. Martin Luther King, Jr. Day,
Presidents' Day, Good Friday, Memorial Day, Independence Day, Labor Day,
Thanksgiving and Christmas, and on the preceding Friday or subsequent Monday
when one of these holidays falls on a Saturday or Sunday, respectively. Net
asset value per share is determined separately for each class of shares by
dividing the value of the total assets of the Fund attributable to the shares of
that class, less all liabilities attributable to that class, by the total number
of shares of that class outstanding. The per share net asset value may be lower
for certain classes of the Fund because of higher expenses borne by these
classes.

An equity security is valued at its most recent sale price on the security's
primary exchange or OTC market as of the Value Time. Lacking any sales, the
security is valued at the calculated mean between the most recent bid quotation
and the most recent asked quotation (the "Calculated Mean") on such exchange or
OTC market as of the Value Time. If it is not possible to determine the
Calculated Mean, the security is valued at the most recent bid quotation on such
exchange or OTC market as of the Value Time. In the case of certain foreign
exchanges or OTC markets, the closing price reported by the exchange or OTC
market (which may sometimes be referred to as the "official close" or the
"official closing price" or other similar term) will be considered the most
recent sale price.

Debt securities are valued as follows. Money market instruments purchased with
an original or remaining maturity of 60 days or less, maturing at par, are
valued at amortized cost. Other money market instruments are valued based on
information obtained from an approved pricing agent or, if such information is
not readily available, by using matrix pricing techniques (formula driven
calculations based primarily on current market yields). Bank loans are valued at
prices supplied by an approved pricing agent (which are intended to reflect the
mean between the bid and asked prices), if available, and otherwise at the mean
of the most recent bid and asked quotations or evaluated prices, as applicable,
based on quotations or evaluated prices obtained from one or more
broker-dealers. Privately placed debt securities, other than Rule 144A debt
securities, initially are valued at cost and thereafter based on all relevant
factors including type of security, size of holding and restrictions on
disposition. Municipal debt securities are valued at prices supplied by an
approved pricing agent (which are intended to reflect the mean between the bid
and asked prices), if available, and otherwise at the mean of the most recent
bid and asked quotations or evaluated price obtained from a broker-dealer. Other
debt securities are valued at prices supplied by an approved pricing agent, if
available, and otherwise at the most recent bid quotation or evaluated price, as
applicable, obtained from one or more broker-dealers. If it is not possible to
value a particular debt security pursuant to the above methods, the security is
valued on the basis of factors including (but not limited to) maturity, coupon,
creditworthiness, currency denomination, and the movement of the market in which
the security is normally traded.

An exchange-traded option contract on securities, currencies and other financial
instruments is valued at its most recent sale price on the relevant exchange.
Lacking any sales, the option contract is valued at the Calculated Mean. If it
is not possible to determine the Calculated Mean, the option contract is valued
at the most recent bid quotation in the case of a purchased option contract or
the most recent asked quotation in the case of a written option contract, in
each case as of the Value Time. An option contract on securities, currencies and
other financial instruments traded in the OTC market is valued on the Value Date
at the evaluated price provided by the broker-dealer with which it was traded.
Futures contracts (and options thereon) are valued at the most recent settlement
price, if available, on the exchange on which they are traded most extensively.
With the exception of stock index futures contracts which trade on the Chicago
Mercantile Exchange, closing settlement times are prior to the close of trading
on the New York Stock Exchange. For stock index futures contracts which trade on
the Chicago Mercantile Exchange, closing settlement prices are normally
available at approximately 4:20 Eastern time. If no settlement price is
available, the last traded price on such exchange will be used.

If market quotations for portfolio assets are not readily available or the value
of a portfolio asset as determined in accordance with Board approved procedures
does not represent the fair market value of the portfolio asset, the value of
the portfolio asset is taken to be an amount which, in the opinion of the Fund's
Pricing Committee (or, in some cases, the Board's Valuation Committee),
represents fair market value. The value of other portfolio holdings owned by the
Fund is determined in a manner which is intended to fairly reflect the fair
market value of the asset on the valuation date, based on valuation procedures
adopted by the Fund's Board and overseen primarily by the Fund's Pricing
Committee.


                           BOARD MEMBERS AND OFFICERS

The following table presents certain information regarding the Board Members of
the Trust. Each Board Member's year of birth is set forth in parentheses after
his or her name. Unless otherwise noted, (i) each Board Member has engaged in
the principal occupation(s) noted in the table for at least the most recent five
years, although not necessarily in the same capacity, and (ii) the address of
each Board Member that is not an "interested person" (as defined in the 1940
Act) of the Trust or the Advisor (each, an "Independent Board Member") is c/o
Dawn-Marie Driscoll, PO Box 100176, Cape Coral, FL 33904. The term of office for
each Board Member is until the election and qualification of a successor, or
until such Board Member sooner dies, resigns, is removed or as otherwise
provided in the governing documents of the Trust. Because the Fund does not hold
an annual meeting of shareholders, each Board Member will hold office for an
indeterminate period. The Board Members may also serve in similar capacities
with other funds in the DWS fund complex.
<TABLE>
<CAPTION>

Independent Board Members

--------------------------------------------------------------------------------------------------------------------
<S>                                     <C>                                                             <C>

 Name, Year of Birth, Position                                                                   Number of Funds
 with the Trust and Length of     Business Experience and                                        in DWS Fund
 Time Served(1)                   Directorships During the Past 5 Years                          Complex Overseen
--------------------------------------------------------------------------------------------------------------------
Paul K. Freeman                   Consultant, World Bank/Inter-American Development Bank;               124
(1950)                            Governing Council of the Independent Directors Council
Chairperson since 2009, and       (governance, executive committees); formerly: Project Leader,
Board Member since 1993           International Institute for Applied Systems Analysis
                                  (1998-2001); Chief Executive Officer, The Eric Group, Inc.
                                  (environmental insurance) (1986-1998)
--------------------------------------------------------------------------------------------------------------------
John W. Ballantine (1946)         Retired; formerly: Executive Vice President and Chief Risk            124
Board Member since 1999           Management Officer, First Chicago NBD Corporation/The First
                                  National Bank of Chicago (1996-1998); Executive Vice
                                  President and Head of International Banking (1995-1996);
                                  Directorships: Healthways Inc. (provider of disease and care
                                  management services); Portland General Electric (utility
                                  company); Stockwell Capital Investments PLC (private equity);
                                  former Directorships: First Oak Brook Bancshares, Inc. and
                                  Oak Brook Bank
--------------------------------------------------------------------------------------------------------------------
 Henry P. Becton, Jr. (1943)      Vice Chair, WGBH Educational Foundation; Directorships:               124
 Board Member since               Association of Public Television Stations; Becton Dickinson
 1990                             and Company(2) (medical technology company); Belo
                                  Corporation(2) (media company); Boston Museum of Science;
                                  Public Radio International; PRX, The Public Radio Exchange;
                                  The PBS Foundation; former Directorships: American Public
                                  Television; Concord Academy; New England Aquarium; Mass.
                                  Corporation for Educational Telecommunications; Committee for
                                  Economic Development; Public Broadcasting Service
--------------------------------------------------------------------------------------------------------------------
Dawn-Marie Driscoll (1946)        President, Driscoll Associates (consulting firm); Executive           124
Board Member since 1987           Fellow, Center for Business Ethics, Bentley University;
                                  formerly: Partner, Palmer & Dodge (1988-1990); Vice President
                                  of Corporate Affairs and General Counsel, Filene's
                                  (1978-1988); Directorships: Trustee of 20 open-end mutual
                                  funds managed by Sun Capital Advisers, Inc. (since 2007);
                                  Director of ICI Mutual Insurance Company (since 2007);
                                  Advisory Board, Center for Business Ethics, Bentley
                                  University; Trustee, Southwest Florida Community Foundation
                                  (charitable organization); former Directorships: Investment
                                  Company Institute (audit, executive, nominating committees)
                                  and Independent Directors Council (governance, executive
                                  committees)
--------------------------------------------------------------------------------------------------------------------
Keith R. Fox (1954)               Managing General Partner, Exeter Capital Partners (a series           124
Board Member since                of private equity funds); Directorships: Progressive Holding
1996                              Corporation (kitchen goods importer and distributor); Natural
                                  History, Inc. (magazine publisher); Box Top Media Inc.
                                  (advertising); The Kennel Shop (retailer)
--------------------------------------------------------------------------------------------------------------------
Kenneth C. Froewiss               Adjunct Professor of Finance, NYU Stern School of Business            124
(1945)                            (September 2009-present; Clinical Professor from
Board Member since                1997-September 2009); Member, Finance Committee, Association
2001                              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)
--------------------------------------------------------------------------------------------------------------------
Richard J. Herring                Jacob Safra Professor of International Banking and Professor,         124
(1946)                            Finance Department, The Wharton School, University of
Board Member since                Pennsylvania (since July 1972); Co-Director, Wharton
1990                              Financial Institutions Center (since July 2000); Director,
                                  Japan Equity Fund, Inc. (since September 2007), Thai Capital
                                  Fund, Inc. (since September 2007), Singapore Fund, Inc.
                                  (since September 2007); formerly: Vice Dean and Director,
                                  Wharton Undergraduate Division (July 1995-June 2000);
                                  Director, Lauder Institute of International Management
                                  Studies (July 2000-June 2006)
--------------------------------------------------------------------------------------------------------------------
William McClayton (1944)          Managing Director, Diamond Management & Technology                    124
Board Member since 2004           Consultants, Inc. (global management consulting firm)
                                  (2001-present); Directorship: Board of Managers, YMCA of
                                  Metropolitan Chicago; formerly: Senior Partner, Arthur
                                  Andersen LLP (accounting) (1966-2001); Trustee, Ravinia
                                  Festival
--------------------------------------------------------------------------------------------------------------------
Rebecca W. Rimel                  President and Chief Executive Officer, The Pew Charitable             124
(1951)                            Trusts (charitable organization) (1994 to present); Trustee,
Board Member since                Thomas Jefferson Foundation (charitable organization) (1994
1995                              to present); Trustee, Executive Committee, Philadelphia
                                  Chamber of Commerce (2001 to 2007); Trustee, Pro Publica
                                  (2007-present) (charitable organization); Director,
                                  CardioNet, Inc.(2) (2009-present) (health care); formerly:
                                  Executive Vice President, The Glenmede Trust Company
                                  (investment trust and wealth management) (1983 to 2004);
                                  Board Member, Investor Education (charitable organization)
                                  (2004-2005); Director, Viasys Health Care(2) (January
                                  2007-June 2007)
----------------------------------------------------------------------------------------------------------------------
William N. Searcy, Jr.            Private investor since October 2003; Trustee of 20 open-end           124
(1946)                            mutual funds managed by Sun Capital Advisers, Inc. (since
Board Member since                October 1998); formerly: Pension & Savings Trust Officer,
1993                              Sprint Corporation(2) (telecommunications) (November
                                  1989-September 2003)
----------------------------------------------------------------------------------------------------------------------
Jean Gleason Stromberg            Retired; formerly: Consultant (1997-2001); Director, US               124
(1943)                            Government Accountability Office (1996-1997); Partner,
Board Member since                Fulbright & Jaworski, L.L.P. (law firm) (1978-1996);
1997                              Directorships: The William and Flora Hewlett Foundation;
                                  Business Leadership Council, Wellesley College; former
                                  Directorships: Service Source, Inc., Mutual Fund Directors
                                  Forum (2002-2004), American Bar Retirement Association
                                  (funding vehicle for retirement plans) (1987-1990 and
                                  1994-1996)
-----------------------------------------------------------------------------------------------------------------------
Robert H. Wadsworth (1940)        President, Robert H. Wadsworth & Associates, Inc. (consulting         127
Board Member since 1999           firm) (1983 to present); Director, The Phoenix Boys Choir
                                  Association
----------------------------------------------------------------------------------------------------------------------

Interested Board Member

----------------------------------------------------------------------------------------------------------------------
 Name, Year of Birth, Position                                                                   Number of Funds
 with the Trust and Length of     Business Experience and                                        in DWS Fund
 Time Served(1)                   Directorships During the Past 5 Years                          Complex Overseen
----------------------------------------------------------------------------------------------------------------------
 Axel Schwarzer(3)                Managing Director(4), Deutsche Asset Management; Head of              124
 (1958)                           Deutsche Asset Management Americas; CEO of DWS Investments;
 Board Member since               relocated to Germany in July 2009 as Vice Chairman(4) of
 2006                             Deutsche Asset Management and Member of the Management Board
                                  of DWS Investments, responsible for Global Relationship
                                  Management; formerly: board member of DWS Investments,
                                  Germany (1999-2005); Head of Sales and Product Management for
                                  the Retail and Private Banking Division of Deutsche Bank in
                                  Germany (1997-1999); various strategic and operational
                                  positions for Deutsche Bank Germany Retail and Private
                                  Banking Division in the field of investment funds, tax driven
                                  instruments and asset management for corporates (1989-1996)
---------------------------------------------------------------------------------------------------------------------

Officers(5)

--------------------------------------------------------------------------------------------------------------------
 Name, Year of Birth, Position
 with the Trust and Length of     Business Experience and
 Time Served(6)                   Directorships During the Past 5 Years
--------------------------------------------------------------------------------------------------------------------
 Michael G. Clark(7) (1965)       Managing Director(4), Deutsche Asset Management (2006-present); President of
 President, 2006-present          DWS family of funds; Director, ICI Mutual Insurance Company (since
                                  October 2007); formerly: Director of Fund Board Relations (2004-2006) and
                                  Director of Product Development (2000-2004), Merrill Lynch Investment Managers;
                                  Senior Vice President Operations, Merrill Lynch Asset Management (1999-2000)
--------------------------------------------------------------------------------------------------------------------
 John Millette(8) (1962)          Director(4), Deutsche Asset Management
 Vice President and Secretary,
 1999-present
--------------------------------------------------------------------------------------------------------------------
 Paul H. Schubert(7) (1963)       Managing Director(4), Deutsche Asset Management (since July 2004); formerly:
 Chief Financial Officer,         Executive Director, Head of Mutual Fund Services and Treasurer for UBS Family
 2004-present                     of Funds (1998-2004); Vice President and Director of Mutual Fund Finance at UBS
 Treasurer, 2005-present          Global Asset Management (1994-1998)
---------------------------------------------------------------------------------------------------------------------
 Caroline Pearson(8) (1962)       Managing Director(4), Deutsche Asset Management
 Assistant Secretary,
 1997-present
---------------------------------------------------------------------------------------------------------------------
 Rita Rubin(9) (1970)             Vice President and Counsel, Deutsche Asset Management (since October 2007);
 Assistant Secretary,             formerly, Vice President, Morgan Stanley Investment Management (2004-2007);
 2009-present                     Attorney, Shearman & Sterling LLP (2004); Vice President and Associate General
                                  Counsel, UBS Global Asset Management (2001-2004)
---------------------------------------------------------------------------------------------------------------------
 Paul Antosca(8)                  Director(4), Deutsche Asset Management (since 2006); formerly: Vice President,
 (1957)                           The Manufacturers Life Insurance Company (U.S.A.) (1990-2006)
 Assistant Treasurer,
 2007-present
----------------------------------------------------------------------------------------------------------------------
 Jack Clark (8)                   Director(4), Deutsche Asset Management (since 2007); formerly: Vice President,
 (1967)                           State Street Corporation (2002-2007)
 Assistant Treasurer,
 2007-present
----------------------------------------------------------------------------------------------------------------------
 Diane Kenneally(8)               Director(4), Deutsche Asset Management
 (1966)
 Assistant Treasurer,
 2007-present
-----------------------------------------------------------------------------------------------------------------------
 Jason Vazquez(9) (1972)          Vice President, Deutsche Asset Management (since 2006); formerly: AML
 Anti-Money Laundering            Operations Manager for Bear Stearns (2004-2006); Supervising Compliance
 Compliance Officer,              Principal and Operations Manager for AXA Financial (1999-2004)
 2007-present
-----------------------------------------------------------------------------------------------------------------------
 Robert Kloby(9) (1962)           Managing Director(4), Deutsche Asset Management (2004-present); formerly: Chief
 Chief Compliance Officer,        Compliance Officer/Chief Risk Officer, Robeco USA (2000-2004); Vice President,
 2006-present                     The Prudential Insurance Company of America (1988-2000); E.F. Hutton and
                                  Company (1984-1988)
-----------------------------------------------------------------------------------------------------------------------
 J. Christopher Jackson(9)        Director(4), Deutsche Asset Management (2006-present); formerly: Director,
 (1951)                           Senior Vice President, General Counsel, and Assistant Secretary, Hansberger
 Chief Legal Officer,             Global Investors, Inc. (1996-2006); Director, National Society of Compliance
 2006-present                     Professionals (2002-2005) (2006-2009)
-----------------------------------------------------------------------------------------------------------------------
</TABLE>

(1)      The length of time served represents the year in which the Board Member
         joined  the board of one or more DWS funds  currently  overseen  by the
         Board.

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

(3)      The mailing address of Axel Schwarzer is DWS Investment GmbH, Mainzer
         Landstr. 178-190, Floor 5C, 60327 Frankfurt am Main, Germany. Mr.
         Schwarzer is an interested Board Member by virtue of his positions with
         Deutsche Asset Management. As an interested person, Mr. Schwarzer
         receives no compensation from the Fund.

(4)      Executive title, not a board directorship.

(5)      As a result of their respective positions held with the Advisor, these
         individuals are considered "interested persons" of the Advisor within
         the meaning of the 1940 Act. Interested persons receive no compensation
         from the Fund.

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

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

(8)      Address: One Beacon Street, Boston, Massachusetts 02108.

(9)      Address:  280 Park Avenue, New York, New York 10017.

Certain officers hold similar positions for other investment companies for which
DIMA or an affiliate serves as the Advisor.

Officer's Role with Principal Underwriter:  DWS Investments Distributors, Inc.

 Paul H. Schubert:                     Vice President
 Jason Vazquez:                        Vice President and AML Compliance Officer
 Caroline Pearson:                     Secretary

Board Members' Responsibilities. The officers of the Trust manage its day-to-day
operations under the direction of the Board. The primary responsibility of the
Board is to represent the interests of the Fund and to provide oversight of the
management of the Fund.

Board Committees. The Board has established the following standing committees:
Audit Committee, Nominating and Governance Committee, Contract Committee, Equity
Oversight Committee, Fixed-Income and Quant Oversight Committee, Marketing and
Shareholder Services Committee, and Operations Committee. For each committee,
the Board has adopted a written charter setting forth each committee's
responsibilities. Each committee was reconstituted effective April 1, 2008.

Audit Committee: The Audit Committee, which consists entirely of Independent
Board Members, assists the Board in fulfilling its responsibility for oversight
of (1) the integrity of the financial statements, (2) the Fund's accounting and
financial reporting policies and procedures, (3) the Fund's compliance with
legal and regulatory requirements related to accounting and financial reporting
and (4) the qualifications, independence and performance of the independent
registered public accounting firm for the Fund. It also approves and recommends
to the Board the appointment, retention or termination of the independent
registered public accounting firm for the Fund, reviews the scope of audit and
internal controls, considers and reports to the Board on matters relating to the
Fund's accounting and financial reporting practices, and performs such other
tasks as the full Board deems necessary or appropriate. The Audit Committee
receives annual representations from the independent registered public
accounting firm as to its independence. The members of the Audit Committee are
William McClayton (Chair), Kenneth C. Froewiss (Vice Chair), John W. Ballantine,
Henry P. Becton, Jr., Keith R. Fox and William N. Searcy, Jr. During the
calendar year 2008, the Audit Committee of the Fund's Board held six (6)
meetings.

Nominating and Governance Committee: The Nominating and Governance Committee,
which consists entirely of Independent Board Members, recommends individuals for
membership on the Board, nominates officers, Board and committee chairs, vice
chairs and committee members, and oversees the operations of the Board. The
Nominating and Governance Committee also reviews recommendations by shareholders
for candidates for Board positions. Shareholders may recommend candidates for
Board positions by forwarding their correspondence by US mail or courier service
to Dawn-Marie Driscoll, P.O. Box 100176, Cape Coral, FL 33904. The members of
the Nominating and Governance Committee are Henry P. Becton, Jr. (Chair),
Rebecca W. Rimel (Vice Chair), Paul K. Freeman and William McClayton. During the
calendar year 2008, the Nominating and Governance Committee of the Fund's Board
held four (4) meetings.

Contract Committee: The Contract Committee, which consists entirely of
Independent Board Members, reviews at least annually, (a) the Fund's financial
arrangements with DIMA and its affiliates, and (b) the Fund's expense ratios.
The members of the Contract Committee are Robert H. Wadsworth (Chair), Keith R.
Fox (Vice Chair), Henry P. Becton, Jr., Richard J. Herring, William McClayton
and Jean Gleason Stromberg. During the calendar year 2008, the Contract Review
Committee of the Fund's Board held seven (7) meetings.

Equity Oversight Committee: The Equity Oversight Committee reviews the
investment operations of those funds that primarily invest in equity securities
(except for those funds managed by a quantitative investment team). The members
of the Equity Oversight Committee are John W. Ballantine (Chair), William
McClayton (Vice Chair), Henry P. Becton, Jr., Keith R. Fox, Richard J. Herring
and Rebecca W. Rimel. During the calendar year 2008, the Equity Oversight
Committee of the Fund's Board held five (5) meetings.

Fixed-Income and Quant Oversight Committee: The Fixed-Income and Quant Oversight
Committee reviews the investment operations of those funds that primarily invest
in fixed-income securities or are managed by a quantitative investment team. The
members of the Fixed-Income and Quant Oversight Committee are William N. Searcy,
Jr. (Chair), Jean Gleason Stromberg (Vice Chair), Dawn-Marie Driscoll, Kenneth
C. Froewiss and Robert H. Wadsworth. During the calendar year 2008, the
Fixed-Income Oversight Committee of the Fund's Board held five (5) meetings.

Marketing and Shareholder Services Committee: The Marketing and Shareholder
Services Committee reviews the Fund's marketing program, sales practices and
literature and shareholder services. The Marketing and Shareholder Services
Committee also considers matters relating to fund mergers and liquidations and
the organization of new funds. The members of the Marketing and Shareholder
Services Committee are Richard J. Herring (Chair), Dawn-Marie Driscoll (Vice
Chair), Rebecca W. Rimel, Jean Gleason Stromberg and Robert H. Wadsworth. During
the calendar year 2008, the Marketing/Distribution/Shareholder Service Committee
of the Fund's Board held four (4) meetings.

The Operations Committee: The Operations Committee reviews the administrative
operations, legal affairs and general compliance matters of the Fund. The
Operations Committee reviews administrative matters related to the operations of
the Fund, policies and procedures relating to portfolio transactions, custody
arrangements, fidelity bond and insurance arrangements, valuation of Fund assets
and securities and such other tasks as the full Board deems necessary or
appropriate. The Operations Committee also oversees the valuation of the Fund's
securities and other assets and determines, as needed, the fair value of Fund
securities or other assets under certain circumstances as described in the
Fund's Valuation Procedures. The Operations Committee has appointed a Valuation
Sub-Committee, which may make determinations of fair value required when the
Operations Committee is not in session. The members of the Operations Committee
are Dawn-Marie Driscoll (Chair), John W. Ballantine (Vice Chair), Kenneth C.
Froewiss, Rebecca W. Rimel and William N. Searcy, Jr. The members of the
Valuation Sub-Committee are Kenneth C. Froewiss (Chair), John W. Ballantine,
Dawn-Marie Driscoll (Alternate), Rebecca W. Rimel (Alternate) and William N.
Searcy, Jr. (Alternate). During the calendar year 2008, the Operations Committee
held four (4) meetings and the Valuation Sub-Committee held [number of meetings
varies by fund] meetings.

Ad Hoc Committees. In addition to the standing committees described above, from
time to time the Board may also form ad hoc committees to consider specific
issues.

Remuneration. Each Independent Board Member receives compensation from the Fund
for his or her services, which includes retainer fees and specified amounts for
various committee services and for the Board Chairperson. No additional
compensation is paid to any Independent Board Member for travel time to
meetings, attendance at directors' educational seminars or conferences, service
on industry or association committees, participation as speakers at directors'
conferences or service on special fund industry director task forces or
subcommittees. Independent Board Members do not receive any employee benefits
such as pension or retirement benefits or health insurance from the Fund or any
fund in the DWS fund complex.

Board Members who are officers, directors, employees or stockholders of Deutsche
Asset Management or its affiliates receive no direct compensation from the Fund,
although they are compensated as employees of Deutsche Asset Management, or its
affiliates, and as a result may be deemed to participate in fees paid by the
Fund. The following tables show compensation from the Fund and aggregate
compensation from all of the funds in the DWS fund complex received by each
Independent Board Member during the calendar year 2008. Mr. Schwarzer is an
interested person of the Fund and received no compensation from the Fund or any
fund in the DWS fund complex during the relevant periods.
<TABLE>
<CAPTION>


                                          Aggregate Compensation            Total Compensation
                                          from DWS Large Company               from Fund and
  Name of Board Member                        Growth Fund                   DWS Fund Complex(1)
  --------------------                        -----------                   -------------------
<S>                                              <C>                               <C>
  John W. Ballantine                              $                             $237,500
  Henry P. Becton, Jr.(2)                         $                             $246,000
  Dawn-Marie Driscoll(2)(3)                       $                             $292,500
  Keith R. Fox (2)                                $                             $229,500
  Paul K. Freeman                                 $                             $255,000
  Kenneth C. Froewiss                             $                             $226,750
  Richard J. Herring(2)                           $                             $240,000
  William McClayton(4)                            $                             $257,500
  Rebecca W. Rimel(2)                             $                             $233,500
  William N. Searcy, Jr.                          $                             $238,000
  Jean Gleason Stromberg                          $                             $225,500
  Robert H. Wadsworth                             $                             $273,500
</TABLE>

(1)      The DWS fund complex is composed of 136 funds as of December 31, 2008.

(2)      Aggregate compensation includes amounts paid to the Board Members for
         special meetings of ad hoc committees of the Board in connection with
         the consolidation of the DWS fund boards and various funds, meetings
         for considering fund expense simplification initiatives, and
         consideration of issues specific to the Fund's direct shareholders
         (i.e., those shareholders who did not purchase shares through financial
         intermediaries). Such amounts totaled $8,000 for Mr. Becton, $2,000 for
         Ms. Driscoll, $2,000 for Mr. Fox, $2,000 for Dr. Herring and $8,000 for
         Ms. Rimel. These meeting fees were borne by the funds.

(3)      Includes  $70,000 in annual  retainer fees received by Ms.  Driscoll as
         Chairperson of DWS funds.

(4)    Includes $15,000 paid to Mr. McClayton for numerous special meetings of
         an ad hoc committee of the former Chicago Board in connection with
         board consolidation initiatives.

Board Member Ownership in the Fund

The following table shows the dollar range of equity securities beneficially
owned by each Board Member in the Fund and DWS fund complex as of December 31,
2008.
<TABLE>
<CAPTION>

                                            Dollar Range of Beneficial            Aggregate Dollar Range of
                                                     Ownership               Ownership in all Funds Overseen by
                                                   in DWS Large                         Board Member
Board Member                                      Company Growth                  in the DWS Fund Complex(1)
------------                                      --------------                  ----------------------------
<S>                                                     <C>                                     <C>

Independent Board Member:

John W. Ballantine                                   [$/None]                              Over $100,000
Henry P. Becton, Jr.                                 [$/None]                              Over $100,000
Dawn-Marie Driscoll                                  [$/None]                              Over $100,000
Keith R. Fox                                         [$/None]                              Over $100,000
Paul K. Freeman                                      [$/None]                              Over $100,000
Kenneth C. Froewiss                                  [$/None]                              Over $100,000
Richard J. Herring                                   [$/None]                              Over $100,000
William McClayton                                    [$/None]                              Over $100,000
Rebecca W. Rimel                                     [$/None]                              Over $100,000
William N. Searcy, Jr.                               [$/None]                              Over $100,000
Jean Gleason Stromberg                               [$/None]                              Over $100,000
Robert H. Wadsworth                                  [$/None]                              Over $100,000


Interested Board Member:

Axel Schwarzer                                       [$/None]                              Over $100,000
</TABLE>

(1)      Securities beneficially owned as defined under the 1934 Act include
         direct and/or indirect ownership of securities where the Board Member's
         economic interest is tied to the securities, employment ownership and
         securities when the Board Member can exert voting power, and when the
         Board Member has authority to sell the securities. The dollar ranges
         are: None, $1-$10,000, $10,001-$50,000, $50,001-$100,000 and over
         $100,000.

Ownership in Securities of the Advisor and Related Companies

As reported to the Fund, the information in the following table reflects
ownership by the Independent Board Members and their immediate family members of
certain securities as of December 31, 2008. Immediate family members can be a
spouse, children residing in the same household including step and adoptive
children, and any dependents. The securities represent ownership in the Advisor
or principal underwriter of the Fund and any persons (other than a registered
investment company) directly or indirectly controlling, controlled by, or under
common control with the Advisor or principal underwriter of the Fund (including
Deutsche Bank AG).

<TABLE>
<CAPTION>

                                                                                   Value of        Percent of
                                   Owner and                                     Securities on     Class on an
Independent                     Relationship to                     Title of     an Aggregate       Aggregate
Board Member                      Board Member         Company        Class          Basis            Basis
------------                      ------------         -------        -----          -----            -----
<S>                                     <C>              <C>           <C>            <C>              <C>

John W. Ballantine                                      None
Henry P. Becton, Jr.                                    None
Dawn-Marie Driscoll                                     None
Keith R. Fox                                            None
Paul K. Freeman                                         None
Kenneth C. Froewiss                                     None
Richard J. Herring                                      None
William McClayton                                       None
Rebecca W. Rimel                                        None
William N. Searcy, Jr.                                  None
Jean Gleason Stromberg                                  None
Robert H. Wadsworth                                     None
</TABLE>

Securities Beneficially Owned

As of [Date within 30 days of filing], the Board Members and officers of the
Trust owned, as a group, less than 1% of the outstanding shares of the Fund.

To the best of the Fund's knowledge, as of [Date within 30 days of filing], no
person owned of record or beneficially 5% or more of any class of the Fund's
outstanding shares, except as noted below.



Agreement to Indemnify Independent Trustees for Certain Expenses

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

                               TRUST ORGANIZATION

Organizational Description. The Fund is a series of DWS Investment Trust, a
Massachusetts business trust established under a Declaration of Trust dated
September 20, 1984, as amended. The name of the Trust was changed, effective
March 6, 1991 from Scudder Growth and Income Fund, and on June 10, 1998 from
Scudder Investment Trust.

The Trustees of the Trust have the authority to create additional Funds and to
designate the relative rights and preferences as between the different Funds.
The Trustees also may authorize the division of shares of the Fund into
different classes, which may bear different expenses. All shares issued and
outstanding are fully paid and non-assessable, transferable, have no pre-emptive
or conversion rights and are redeemable as described in the SAI and in the
Fund's prospectuses. Each share has equal rights with each other share of the
same class of the Fund as to voting, dividends, exchanges, conversion features
and liquidation. Shareholders are entitled to one vote for each full share held
and fractional votes for fractional shares held. The Trustees may also terminate
any Fund or class by notice to the shareholders without shareholder approval.
Currently, Class A, Class B, Class C Class S and Institutional Class shares are
offered by the Fund.

The Trust is a Massachusetts business trust organized under the laws of
Massachusetts and is governed by an Amended and Restated Declaration of Trust
that was approved by shareholders in 2006, as may be further amended from time
to time (the "Declaration of Trust"). All shares issued and outstanding are
fully paid and non-assessable, transferable, have no pre-emptive- or conversion
rights (except as may be determined by the Board of Trustees) and are redeemable
as described in the SAI and the Fund's prospectus. Each share has equal rights
with each other share of the same class of the Fund as to voting, dividends,
exchanges, conversion features and liquidation. Shareholders are entitled to one
vote for each full share held and fractional votes for fractional shares held.

The Fund generally is not required to hold meetings of its shareholders. Under
the Declaration of Trust, however, shareholder meetings will be held in
connection with the following matters to the extent and as provided in the
Declaration of Trust and as required by applicable law: (a) the election or
removal of trustees if a meeting is called for such purpose; (b) the termination
of the Trust or the Fund; (c) an amendment of the Declaration of Trust; and (d)
such additional matters as may be required by law or as the Trustees may
determine to be necessary or desirable. Shareholders also vote upon changes in
fundamental policies or restrictions.

The Declaration of Trust provides that shareholder meeting quorum requirements
shall be established in the Trust's By-laws. The By-laws currently in effect
provide that the presence in person or by proxy of the holders of thirty percent
of the shares entitled to vote at a meeting (or of an individual series or class
if required to vote separately) shall constitute a quorum for the transaction of
business at meetings of shareholders of the Trust.

On any matter submitted to a vote of shareholders, all shares of the Trust
entitled to vote shall, except as otherwise provided in the Trust's By-Laws, be
voted in the aggregate as a single class without regard to series or classes of
shares, except (a) when required by applicable law or when the Trustees shall
have determined that the matter affects one or more series or classes of shares
materially differently, shares shall be voted by individual series or class; and
(b) when the Trustees have determined that the matter affects only the interests
of one or more series or classes, only shareholders of such series or classes
shall be entitled to vote thereon.

The Declaration of Trust provides that the Board of Trustees may, in its
discretion, establish minimum investment amounts for shareholder accounts,
impose fees on accounts that do not exceed a minimum investment amount and
involuntarily redeem shares in any such account in payment of such fees. The
Board of Trustees, in its sole discretion, also may cause the Trust to redeem
all of the shares of the Trust or one or more series or classes held by any
shareholder for any reason, to the extent permissible by the 1940 Act, including
(a) if the shareholder owns shares having an aggregate net asset value of less
than a specified minimum amount, (b) if a particular shareholder's ownership of
shares would disqualify a series from being a regulated investment company, (c)
upon a shareholder's failure to provide sufficient identification to permit the
Trust to verify the shareholder's identity, (d) upon a shareholder's failure to
pay for shares or meet or maintain the qualifications for ownership of a
particular class or series of shares, (e) if the Board of Trustees determines
(or pursuant to policies established by the Board it is determined) that share
ownership by a particular shareholder is not in the best interests of remaining
shareholders, (f) when the Fund is requested or compelled to do so by
governmental authority or applicable law and (g) upon a shareholder's failure to
comply with a request for information with respect to the direct or indirect
ownership of shares of the Trust. The Declaration of Trust also authorizes the
Board of Trustees to terminate the Fund or any class without shareholder
approval, and the Trust may suspend the right of shareholders to require the
Trust to redeem shares to the extent permissible under the 1940 Act.

Upon the termination of the Trust or any series, after paying or adequately
providing for the payment of all liabilities which may include the establishment
of a liquidating trust or similar vehicle, and upon receipt of such releases,
indemnities and refunding agreements as they deem necessary for their
protection, the Trustees may distribute the remaining Trust property or property
of the series, in cash or in kind or partly each, to the shareholders of the
Trust or the series involved, ratably according to the number of shares of the
Trust or such series held by the several shareholders of the Trust or such
series on the date of termination, except to the extent otherwise required or
permitted by the preferences and special or relative rights and privileges of
any classes of shares of a series involved, provided that any distribution to
the shareholders of a particular class of shares shall be made to such
shareholders pro rata in proportion to the number of shares of such class held
by each of them. The composition of any such distribution (e.g., cash,
securities or other assets) shall be determined by the Trust in its sole
discretion, and may be different among shareholders (including differences among
shareholders in the same series or class).

Under Massachusetts law, shareholders of a Massachusetts business trust could,
under certain circumstances, be held personally liable for obligations of the
Fund. The Declaration of Trust, however, disclaims shareholder liability for
acts or obligations of the Fund and requires that notice of such disclaimer be
given in each agreement, obligation, or instrument entered into or executed by
the Fund or the Fund's trustees. Moreover, the Declaration of Trust provides for
indemnification out of Fund property for all losses and expenses of any
shareholder held personally liable for the obligations of the Fund and the Fund
may be covered by insurance which the Trustees consider adequate to cover
foreseeable tort claims. Thus, the risk of a shareholder incurring financial
loss on account of shareholder liability is considered by the Advisor remote and
not material, since it is limited to circumstances in which a disclaimer is
inoperative and the Fund itself is unable to meet its obligations.

                             PROXY VOTING GUIDELINES

The Fund has delegated proxy voting responsibilities to the Advisor, subject to
the Board's general oversight. The Advisor votes proxies pursuant to the proxy
voting policy and guidelines set forth in Appendix A to this SAI).

You may obtain information about how a fund voted proxies related to its
portfolio securities during the 12-month period ended June 30 by visiting the
Securities and Exchange Commission's Web site at www.sec.gov or by visiting our
Web site at: www.dws-investments.com (click on "proxy voting" at the bottom of
the page).

                              FINANCIAL STATEMENTS


The financial statements, including the portfolio of investments of DWS Large
Company Growth Fund, together with the Report of Independent Registered Public
Accounting Firm, Financial Highlights and notes to financial statements in the
Annual Report to Shareholders of the Fund dated July 31, 2009, are incorporated
herein by reference and are hereby deemed to be a part of this Statement of
Additional Information.


                             ADDITIONAL INFORMATION

The CUSIP numbers for each class of DWS Large Company Growth Fund are:

Class A: 23338J822

Class B: 23338J814

Class C: 23338J798

Institutional Class: 23338J756


Class S: 23338J-772


The Fund has a fiscal year end of July 31.

The Fund's prospectus and this SAI omit certain information contained in the
Registration Statement and its amendments which the Fund has filed with the SEC
under the Securities Act of 1933 and reference is hereby made to the
Registration Statement for further information with respect to the Fund and the
securities offered hereby. This Registration Statement and its amendments are
available for inspection by the public at the SEC in Washington D.C.


                      APPENDIX A -- PROXY VOTING GUIDELINES

       Deutsche Asset Management ("AM") Proxy Voting Policy and Guidelines


I.       INTRODUCTION

AM has adopted and implemented the following policies and procedures, which it
believes are reasonably designed to ensure that proxies are voted in the best
economic interest of clients, in accordance with its fiduciary duties and local
regulation. These Proxy Voting Policies, Procedures and Guidelines shall apply
to all accounts managed by US domiciled advisers and to all US client accounts
managed by non US regional offices. Non US regional offices are required to
maintain procedures and to vote proxies as may be required by law on behalf of
their non US clients. In addition, AM's proxy policies reflect the fiduciary
standards and responsibilities for ERISA accounts.

The attached guidelines represent a set of global recommendations that were
determined by the Global Proxy Voting Sub-Committee ("the GPVSC"). These
guidelines were developed to provide AM with a comprehensive list of
recommendations that represent how AM will generally vote proxies for its
clients. The recommendations derived from the application of these guidelines
are not intended to influence the various AM legal entities either directly or
indirectly by parent or affiliated companies. In addition, the organizational
structures and documents of the various AM legal entities allows, where
necessary or appropriate, the execution by individual AM subsidiaries of the
proxy voting rights independently of any DB parent or affiliated company. This
applies in particular to non U.S. fund management companies. The individuals
that make proxy voting decisions are also free to act independently, subject to
the normal and customary supervision by the management/boards of these AM legal
entities.


II.      AM'S PROXY VOTING RESPONSIBILITIES

Proxy votes are the property of AM's advisory clients.(1) As such, AM's
authority and responsibility to vote such proxies depend upon its contractual
relationships with its clients. AM has delegated responsibility for effecting
its advisory clients' proxy votes to Institutional Shareholder Services ("ISS"),
an independent third-party proxy voting specialist. ISS votes AM's advisory
clients' proxies in accordance with AM's proxy guidelines or AM's specific
instructions. Where a client has given specific instructions as to how a proxy
should be voted, AM will notify ISS to carry out those instructions. Where no
specific instruction exists, AM will follow the procedures in voting the proxies
set forth in this document. Certain Taft-Hartley clients may direct AM to have
ISS vote their proxies in accordance with Taft Hartley voting Guidelines

_____________________

(1)      For purposes of these Policies and Procedures, "clients" refers to
         persons or entities: for which AM serves as investment adviser or
         sub-adviser; for which AM votes proxies; and that have an economic or
         beneficial ownership interest in the portfolio securities of issuers
         soliciting such proxies.

Clients may in certain instances contract with their custodial agent and notify
AM that they wish to engage in securities lending transactions. In such cases,
it is the responsibility of the custodian to deduct the number of shares that
are on loan so that they do not get voted twice.


III.     POLICIES

1.       Proxy voting activities are conducted in the best economic interest of
         clients

AM has adopted the following policies and procedures to ensure that proxies are
voted in accordance with the best economic interest of its clients, as
determined by AM in good faith after appropriate review.

2.       The Global Proxy Voting Sub-Committee

The Global Proxy Voting Sub-Committee (the "GPVSC") is an internal working group
established by the applicable AM's Investment Risk Oversight Committee pursuant
to a written charter. The GPVSC is responsible for overseeing AM's proxy voting
activities, including:

(i)    adopting, monitoring and updating guidelines, attached as Exhibit A (the
       "Guidelines"), that provide how AM will generally vote proxies pertaining
       to a comprehensive list of common proxy voting matters;

(ii)   voting proxies where (A) the issues are not covered by specific client
       instruction or the Guidelines; (B) the Guidelines specify that the issues
       are to be determined on a case-by-case basis; or (C) where an exception
       to the Guidelines may be in the best economic interest of AM's clients;
       and

(iii)  monitoring the Proxy Vendor Oversight's proxy voting activities (see
       below).

AM's Proxy Vendor Oversight, a function of AM's Operations Group, is responsible
for coordinating with ISS to administer AM's proxy voting process and for voting
proxies in accordance with any specific client instructions or, if there are
none, the Guidelines, and overseeing ISS' proxy responsibilities in this regard.

3.       Availability of Proxy Voting Policies and Procedures and proxy voting
         record

Copies of these Policies and Procedures, as they may be updated from time to
time, are made available to clients as required by law and otherwise at AM's
discretion. Clients may also obtain information on how their proxies were voted
by AM as required by law and otherwise at AM's discretion; however, AM must not
selectively disclose its investment company clients' proxy voting records. The
Proxy Vendor Oversight will make proxy voting reports available to advisory
clients upon request. The investment companies' proxy voting records will be
disclosed to shareholders by means of publicly-available annual filings of each
company's proxy voting record for 12-month periods ended June 30 (see
"Recordkeeping" below), if so required by relevant law.


IV.      PROCEDURES

The key aspects of AM's proxy voting process are as follows:

1.       The GPVSC's Proxy Voting Guidelines

The Guidelines set forth the GPVSC's standard voting positions on a
comprehensive list of common proxy voting matters. The GPVSC has developed, and
continues to update the Guidelines based on consideration of current corporate
governance principles, industry standards, client feedback, and the impact of
the matter on issuers and the value of the investments.

The GPVSC will review the Guidelines as necessary to support the best economic
interests of AM's clients and, in any event, at least annually. The GPVSC will
make changes to the Guidelines, whether as a result of the annual review or
otherwise, taking solely into account the best economic interests of clients.
Before changing the Guidelines, the GPVSC will thoroughly review and evaluate
the proposed change and the reasons therefore, and the GPVSC Chair will ask
GPVSC members whether anyone outside of the AM organization (but within Deutsche
Bank and its affiliates) or any entity that identifies itself as a AM advisory
client has requested or attempted to influence the proposed change and whether
any member has a conflict of interest with respect to the proposed change. If
any such matter is reported to the GPVSC Chair, the Chair will promptly notify
the Conflicts of Interest Management Sub-Committee (see below) and will defer
the approval, if possible. Lastly, the GPVSC will fully document its rationale
for approving any change to the Guidelines.

The Guidelines may reflect a voting position that differs from the actual
practices of the public company(ies) within the Deutsche Bank organization or of
the investment companies for which AM or an affiliate serves as investment
adviser or sponsor. Investment companies, particularly closed-end investment
companies, are different from traditional operating companies. These differences
may call for differences in voting positions on the same matter. Further, the
manner in which AM votes investment company proxies may differ from proposals
for which a AM-advised or sponsored investment company solicits proxies from its
shareholders. As reflected in the Guidelines, proxies solicited by closed-end
(and open-end) investment companies are generally voted in accordance with the
pre-determined guidelines of ISS. See Section IV.3.B.

Funds ("Underlying Funds") in which Topiary Fund Management Fund of Funds (each,
a "Fund") invest, may from time to time seek to revise their investment terms
(i.e. liquidity, fees, etc.) or investment structure. In such event, the
Underlying Funds may require approval/consent from its investors to effect the
relevant changes. Topiary Fund Management has adopted Proxy Voting Procedures
which outline the process for these approvals.

2.       Specific proxy voting decisions made by the GPVSC

The Proxy Vendor Oversight will refer to the GPVSC all proxy proposals (i) that
are not covered by specific client instructions or the Guidelines; or (ii) that,
according to the Guidelines, should be evaluated and voted on a case-by-case
basis.

Additionally, if, the Proxy Vendor Oversight, the GPVSC Chair or any member of
the GPVSC, a portfolio manager, a research analyst or a sub-adviser believes
that voting a particular proxy in accordance with the Guidelines may not be in
the best economic interests of clients, that individual may bring the matter to
the attention of the GPVSC Chair and/or the Proxy Vendor Oversight.(2)

_____________________

(2)      The Proxy Vendor Oversight generally monitors upcoming proxy
         solicitations for heightened attention from the press or the industry
         and for novel or unusual proposals or circumstances, which may prompt
         the Proxy Vendor Oversight to bring the solicitation to the attention
         of the GPVSC Chair. AM portfolio managers, AM research analysts and
         sub-advisers also may bring a particular proxy vote to the attention of
         the GPVSC Chair, as a result of their ongoing monitoring of portfolio
         securities held by advisory clients and/or their review of the periodic
         proxy voting record reports that the GPVSC Chair distributes to AM
         portfolio managers and AM research analysts.

If the Proxy Vendor Oversight refers a proxy proposal to the GPVSC or the GPVSC
determines that voting a particular proxy in accordance with the Guidelines is
not in the best economic interests of clients, the GPVSC will evaluate and vote
the proxy, subject to the procedures below regarding conflicts.

The GPVSC endeavors to hold meetings to decide how to vote particular proxies
sufficiently before the voting deadline so that the procedures below regarding
conflicts can be completed before the GPVSC's voting determination.

3.       Certain proxy votes may not be cast

In some cases, the GPVSC may determine that it is in the best economic interests
of its clients not to vote certain proxies. If the conditions below are met with
regard to a proxy proposal, AM will abstain from voting:

o        Neither the Guidelines nor specific client instructions cover an issue;

o        ISS does not make a recommendation on the issue;

o        The GPVSC cannot convene on the proxy proposal at issue to make a
         determination as to what would be in the client's best interest. (This
         could happen, for example, if the Conflicts of Interest Management
         Sub-committee found that there was a material conflict or if despite
         all best efforts being made, the GPVSC quorum requirement could not be
         met).

In addition, it is AM's policy not to vote proxies of issuers subject to laws of
those jurisdictions that impose restrictions upon selling shares after proxies
are voted, in order to preserve liquidity. In other cases, it may not be
possible to vote certain proxies, despite good faith efforts to do so. For
example, some jurisdictions do not provide adequate notice to shareholders so
that proxies may be voted on a timely basis. Voting rights on securities that
have been loaned to third-parties transfer to those third-parties, with loan
termination often being the only way to attempt to vote proxies on the loaned
securities. Lastly, the GPVSC may determine that the costs to the client(s)
associated with voting a particular proxy or group of proxies outweighs the
economic benefits expected from voting the proxy or group of proxies.

The Proxy Vendor Oversight will coordinate with the GPVSC Chair regarding any
specific proxies and any categories of proxies that will not or cannot be voted.
The reasons for not voting any proxy shall be documented.

4.       Conflict of Interest Procedures

A. Procedures to Address Conflicts of Interest and Improper Influence

Overriding Principle. In the limited circumstances where the GPVSC votes
proxies,(3) the GPVSC will vote those proxies in accordance with what it, in
good faith, determines to be the best economic interests of AM's clients.(4)

_____________________

(3)      As mentioned above, the GPVSC votes proxies (i) where neither a
         specific client instruction nor a Guideline directs how the proxy
         should be voted, (ii) where the Guidelines specify that an issue is to
         be determined on a case by case basis or (iii) where voting in
         accordance with the Guidelines may not be in the best economic
         interests of clients.

(4)      The Proxy Vendor Oversight, who serves as the non-voting secretary of
         the GPVSC, may receive routine calls from proxy solicitors and other
         parties interested in a particular proxy vote. Any contact that
         attempts to exert improper pressure or influence shall be reported to
         the Conflicts of Interest Management Sub-Committee.

Independence of the GPVSC. As a matter of Compliance policy, the GPVSC and the
Proxy Vendor Oversight are structured to be independent from other parts of
Deutsche Bank. Members of the GPVSC and the employee responsible for Proxy
Vendor Oversight are employees of AM. As such, they may not be subject to the
supervision or control of any employees of Deutsche Bank Corporate and
Investment Banking division ("CIB"). Their compensation cannot be based upon
their contribution to any business activity outside of AM without prior approval
of Legal and Compliance. They can have no contact with employees of Deutsche
Bank outside of the Private Client and Asset Management division ("PCAM")
regarding specific clients, business matters or initiatives without the prior
approval of Legal and Compliance. They furthermore may not discuss proxy votes
with any person outside of AM (and within AM only on a need to know basis).

Conflict Review Procedures. There will be a committee (the "Conflicts of
Interest Management Sub-Committee") established within AM that will monitor for
potential material conflicts of interest in connection with proxy proposals that
are to be evaluated by the GPVSC. Promptly upon a determination that a vote
shall be presented to the GPVSC, the GPVSC Chair shall notify the Conflicts of
Interest Management Sub-Committee. The Conflicts of Interest Management
Sub-Committee shall promptly collect and review any information deemed
reasonably appropriate to evaluate, in its reasonable judgment, if AM or any
person participating in the proxy voting process has, or has the appearance of,
a material conflict of interest. For the purposes of this policy, a conflict of
interest shall be considered "material" to the extent that a reasonable person
could expect the conflict to influence, or appear to influence, the GPVSC's
decision on the particular vote at issue. GPVSC should provide the Conflicts of
Interest Management Sub-Committee a reasonable amount of time (no less than 24
hours) to perform all necessary and appropriate reviews. To the extent that a
conflicts review can not be sufficiently completed by the Conflicts of Interest
Management Sub-Committee the proxies will be voted in accordance with the
standard guidelines.

The information considered by the Conflicts of Interest Management Sub-Committee
may include without limitation information regarding (i) AM client
relationships; (ii) any relevant personal conflict known by the Conflicts of
Interest Management Sub-Committee or brought to the attention of that
sub-committee; (iii) and any communications with members of the GPVSC (or anyone
participating or providing information to the GPVSC) and any person outside of
the AM organization (but within Deutsche Bank and its affiliates) or any entity
that identifies itself as a AM advisory client regarding the vote at issue. In
the context of any determination, the Conflicts of Interest Management
Sub-Committee may consult with, and shall be entitled to rely upon, all
applicable outside experts, including legal counsel.

Upon completion of the investigation, the Conflicts of Interest Management
Sub-Committee will document its findings and conclusions. If the Conflicts of
Interest Management Sub-Committee determines that (i) AM has a material conflict
of interest that would prevent it from deciding how to vote the proxies
concerned without further client consent or (ii) certain individuals should be
recused from participating in the proxy vote at issue, the Conflicts of Interest
Management Sub-Committee will so inform the GPVSC chair.

If notified that AM has a material conflict of interest as described above, the
GPVSC chair will obtain instructions as to how the proxies should be voted
either from (i) if time permits, the effected clients, or (ii) in accordance
with the standard guidelines. If notified that certain individuals should be
recused from the proxy vote at issue, the GPVSC Chair shall do so in accordance
with the procedures set forth below.

Note: Any AM employee who becomes aware of a potential, material conflict of
interest in respect of any proxy vote to be made on behalf of clients shall
notify Compliance. Compliance shall call a meeting of the conflict review
committee to evaluate such conflict and determine a recommended course of
action.

Procedures to be followed by the GPVSC. At the beginning of any discussion
regarding how to vote any proxy, the GPVSC Chair (or his or her delegate) will
inquire as to whether any GPVSC member (whether voting or ex officio) or any
person participating in the proxy voting process has a personal conflict of
interest or has actual knowledge of an actual or apparent conflict that has not
been reported to the Conflicts of Interest Management Sub-Committee.

The GPVSC Chair also will inquire of these same parties whether they have actual
knowledge regarding whether any director, officer or employee outside of the AM
organization (but within Deutsche Bank and its affiliates) or any entity that
identifies itself as a AM advisory client, has: (i) requested that AM, the Proxy
Vendor Oversight (or any member thereof) or a GPVSC member vote a particular
proxy in a certain manner; (ii) attempted to influence AM, the Proxy Vendor
Oversight (or any member thereof), a GPVSC member or any other person in
connection with proxy voting activities; or (iii) otherwise communicated with a
GPVSC member or any other person participating or providing information to the
GPVSC regarding the particular proxy vote at issue, and which incident has not
yet been reported to the Conflicts of Interest Management Sub- Committee.

If any such incidents are reported to the GPVSC Chair, the Chair will promptly
notify the Conflicts of Interest Management Sub-Committee and, if possible, will
delay the vote until the Conflicts of Interest Management Sub-Committee can
complete the conflicts report. If a delay is not possible, the Conflicts of
Interest Management Sub-Committee will instruct the GPVSC whether anyone should
be recused from the proxy voting process, or whether AM should vote the proxy in
accordance with the standard guidelines, seek instructions as to how to vote the
proxy at issue from ISS or, if time permits, the effected clients. These
inquiries and discussions will be properly reflected in the GPVSC's minutes.

Duty to Report. Any AM employee, including any GPVSC member (whether voting or
ex officio), that is aware of any actual or apparent conflict of interest
relevant to, or any attempt by any person outside of the AM organization (but
within Deutsche Bank and its affiliates) or any entity that identifies itself as
a AM advisory client to influence, how AM votes its proxies has a duty to
disclose the existence of the situation to the GPVSC Chair (or his or her
designee) and the details of the matter to the Conflicts of Interest Management
Sub-Committee. In the case of any person participating in the deliberations on a
specific vote, such disclosure should be made before engaging in any activities
or participating in any discussion pertaining to that vote.

Recusal of Members. The GPVSC will recuse from participating in a specific proxy
vote any GPVSC members (whether voting or ex officio) and/or any other person
who (i) are personally involved in a material conflict of interest; or (ii) who,
as determined by the Conflicts of Interest Management Sub-Committee, have actual
knowledge of a circumstance or fact that could effect their independent
judgment, in respect of such vote. The GPVSC will also exclude from
consideration the views of any person (whether requested or volunteered) if the
GPVSC or any member thereof knows, or if the Conflicts of Interest Management
Sub-Committee has determined, that such other person has a material conflict of
interest with respect to the particular proxy, or has attempted to influence the
vote in any manner prohibited by these policies.

If, after excluding all relevant GPVSC voting members pursuant to the paragraph
above, there are three or more GPVSC voting members remaining, those remaining
GPVSC members will determine how to vote the proxy in accordance with these
Policies and Procedures. If there are fewer than three GPVSC voting members
remaining, the GPVSC Chair will vote the proxy in accordance with the standard
guidelines, will obtain instructions as to how to have the proxy voted from, if
time permits, the effected clients and otherwise from ISS.

B.       Investment Companies and Affiliated Public Companies

Investment Companies. As reflected in the Guidelines, all proxies solicited by
open-end and closed-end investment companies are voted in accordance with the
pre-determined guidelines of ISS, unless the investment company client directs
AM to vote differently on a specific proxy or specific categories of proxies.
However, regarding investment companies for which AM or an affiliate serves as
investment adviser or principal underwriter, such proxies are voted in the same
proportion as the vote of all other shareholders (i.e., "mirror" or "echo"
voting). Master fund proxies solicited from feeder funds are voted in accordance
with applicable provisions of Section 12 of the Investment Company Act of 1940.

Subject to participation agreements with certain Exchange Traded Funds ("ETF")
issuers that have received exemptive orders from the U.S. Securities and
Exchange Commission allowing investing DWS funds to exceed the limits set forth
in Section 12(d)(1)(A) and (B) of the Investment Company Act of 1940, DeAM will
echo vote proxies for ETFs in which Deutsche Bank holds more than 25% of
outstanding voting shares globally when required to do so by participation
agreements and SEC orders.

Affiliated Public Companies. For proxies solicited by non-investment company
issuers of or within the Deutsche Bank organization, e.g., Deutsche bank itself,
these proxies will be voted in the same proportion as the vote of other
shareholders (i.e., "mirror" or "echo" voting).

Note: With respect to the QP Trust (not registered under the Investment Company
Act of 1940), the Fund is not required to engage in echo voting and the
investment adviser will use these Guidelines, and may determine, with respect to
the QP Trust, to vote contrary to the positions in the Guidelines, consistent
with the Fund's best interest.

C.       Other Procedures That Limit Conflicts of Interest

AM and other entities in the Deutsche Bank organization have adopted a number of
policies, procedures and internal controls that are designed to avoid various
conflicts of interest, including those that may arise in connection with proxy
voting, including:

o        Deutsche Bank Americas Restricted Activities Policy. This policy
         provides for, among other things, independence of AM employees from
         CIB, and information barriers between AM and other affiliates.
         Specifically, no AM employee may be subject to the supervision or
         control of any employee of CIB. No AM employee shall have his or her
         compensation based upon his or her contribution to any business
         activity within the Bank outside of the business of AM, without the
         prior approval of Legal or Compliance. Further, no employee of CIB
         shall have any input into the compensation of a AM employee without the
         prior approval of Legal or Compliance. Under the information barriers
         section of this policy, as a general rule, AM employees who are
         associated with the investment process should have no contact with
         employees of Deutsche Bank or its affiliates, outside of PCAM,
         regarding specific clients, business matters, or initiatives. Further,
         under no circumstances should proxy votes be discussed with any
         Deutsche Bank employee outside of AM (and should only be discussed on a
         need-to-know basis within AM).

Other relevant internal policies include the Deutsche Bank Americas Code of
Professional Conduct, the Deutsche Asset Management Information Sharing
Procedures, the Deutsche Asset Management Code of Ethics, the Sarbanes-Oxley
Senior Officer Code of Ethics, and the Deutsche Bank Group Code of Conduct. The
GPVSC expects that these policies, procedures and internal controls will greatly
reduce the chance that the GPVSC (or, its members) would be involved in, aware
of or influenced by, an actual or apparent conflict of interest.


V.       RECORDKEEPING

At a minimum, the following types of records must be properly maintained and
readily accessible in order to evidence compliance with this policy.

o        AM will maintain a record of each vote cast by AM that includes among
         other things, company name, meeting date, proposals presented, vote
         cast and shares voted.

o        The Proxy Vendor Oversight maintains records for each of the proxy
         ballots it votes. Specifically, the records include, but are not
         limited to:

         -        The proxy statement (and any additional solicitation
                  materials) and relevant portions of annual statements.

         -        Any additional information considered in the voting process
                  that may be obtained from an issuing company, its agents or
                  proxy research firms.

         -        Analyst worksheets created for stock option plan and share
                  increase analyses.

         -        Proxy Edge print-screen of actual vote election.

o        AM will retain these Policies and Procedures and the Guidelines; will
         maintain records of client requests for proxy voting information; and
         will retain any documents the Proxy Vendor Oversight or the GPVSC
         prepared that were material to making a voting decision or that
         memorialized the basis for a proxy voting decision.

o        The GPVSC also will create and maintain appropriate records documenting
         its compliance with these Policies and Procedures, including records of
         its deliberations and decisions regarding conflicts of interest and
         their resolution.

o        With respect to AM's investment company clients, ISS will create and
         maintain records of each company's proxy voting record for 12-month
         periods ended June 30. AM will compile the following information for
         each matter relating to a portfolio security considered at any
         shareholder meeting held during the period covered by the report and
         with respect to which the company was entitled to vote:

         -        The name of the issuer of the portfolio security;

         -        The exchange ticker symbol of the portfolio security (if
                  symbol is available through reasonably practicable means);

         -        The Council on Uniform Securities Identification Procedures
                  number for the portfolio security (if the number is available
                  through reasonably practicable means);

         -        The shareholder meeting date;

         -        A brief identification of the matter voted on;

         -        Whether the matter was proposed by the issuer or by a security
                  holder;

         -        Whether the company cast its vote on the matter;

         -        How the company cast its vote (e.g., for or against proposal,
                  or abstain; for or withhold regarding election of directors);
                  and

         -        Whether the company cast its vote for or against management.

Note: This list is intended to provide guidance only in terms of the records
that must be maintained in accordance with this policy. In addition, please note
that records must be maintained in accordance with the applicable AM Records
Management Policy.

With respect to electronically stored records, "properly maintained" is defined
as complete, authentic (unalterable) usable and backed-up. At a minimum, records
should be retained for a period of not less than six years (or longer, if
necessary to comply with applicable regulatory requirements), the first three
years in an appropriate AM office.


VI.      THE GPVSC'S OVERSIGHT ROLE

In addition to adopting the Guidelines and making proxy voting decisions on
matters referred to it as set forth above, the GPVSC will monitor the proxy
voting process by reviewing summary proxy information presented by ISS. The
GPVSC will use this review process to determine, among other things, whether any
changes should be made to the Guidelines. This review will take place at least
quarterly and will be documented in the GPVSC's minutes.


Attachment A - Global Proxy Voting Guidelines







                            Deutsche Asset Management

                         Global Proxy Voting Guidelines



                             As Amended October 2008


                                [GRAPHIC OMITTED]
Table of contents

I        Board Of Directors And Executives

         A        Election Of Directors

         B        Classified Boards Of Directors

         C        Board And Committee Independence

         D        Liability And Indemnification Of Directors

         E        Qualifications Of Directors

         F        Removal Of Directors And Filling Of Vacancies

         G        Proposals To Fix The Size Of The Board

         H        Proposals to Restrict Chief Executive Officer's Service on

                  Multiple Boards

         I        Proposals to Restrict Supervisory Board Members Service on

                  Multiple Boards

         J        Proposals to Establish Audit Committees

II       Capital Structure

         A        Authorization Of Additional Shares

         B        Authorization Of "Blank Check" Preferred Stock

         C        Stock Splits/Reverse Stock Splits

         D        Dual Class/Supervoting Stock

         E        Large Block Issuance

         F        Recapitalization Into A Single Class Of Stock

         G        Share Repurchases

         H        Reductions In Par Value

III      Corporate Governance Issues

         A        Confidential Voting

         B        Cumulative Voting

         C        Supermajority Voting Requirements

         D        Shareholder Right To Vote

IV       Compensation

         A        Establishment of a Remuneration Committee

         B        Executive And Director Stock Option Plans

         C        Employee Stock Option/Purchase Plans

         D        Golden Parachutes

         E        Proposals To Limit Benefits Or Executive Compensation

         F        Option Expensing

         G        Management board election and motion

         H        Remuneration (variable pay)

         I        Long-term incentive plans

         J        Shareholder Proposals Concerning "Pay For Superior
                  Performance"

         K        Executive Compensation Advisory

V        Anti-Takeover Related Issues

         A        Shareholder Rights Plans ("Poison Pills")

         B        Reincorporation

         C        Fair-Price Proposals

         D        Exemption From State Takeover Laws

         E        Non-Financial Effects Of Takeover Bids

VI       Mergers & Acquisitions

VII      Social & Political Issues

         A        Labor & Human Rights

         B        Diversity & Equality

         C        Health & Safety

         D        Government/Military

         E        Tobacco

VIII     Environmental Issues

IX       Miscellaneous Items

         A        Ratification Of Auditors

         B        Limitation Of Non-Audit Services Provided By Independent
                  Auditor

         C        Audit Firm Rotation

         D        Transaction Of Other Business

         E        Motions To Adjourn The Meeting

         F        Bundled Proposals

         G        Change Of Company Name

         H        Proposals Related To The Annual Meeting

         I        Reimbursement Of Expenses Incurred From Candidate Nomination

         J        Investment Company Proxies

         K        International Proxy Voting


These Guidelines may reflect a voting position that differs from the actual
practices of the public company (ies) within the Deutsche Bank organization or
of the investment companies for which AM or an affiliate serves as investment
adviser or sponsor.

NOTE: Because of the unique structure and regulatory scheme applicable to
closed-end investment companies, the voting guidelines (particularly those
related to governance issues) generally will be inapplicable to holdings of
closed-end investment companies. As a result, determinations on the appropriate
voting recommendation for closed-end investment company shares will be made on a
case-by-case basis.


I.       Board of Directors and Executives

A.       Election of Directors

Routine: AM Policy is to vote "for" the uncontested election of directors. Votes
for a director in an uncontested election will be withheld in cases where a
director has shown an inability to perform his/her duties in the best interests
of the shareholders.

Proxy contest: In a proxy contest involving election of directors, a
case-by-case voting decision will be made based upon analysis of the issues
involved and the merits of the incumbent and dissident slates of directors. AM
will incorporate the decisions of a third party proxy research vendor,
currently, Institutional Shareholder Services ("ISS") subject to review by the
Proxy Voting Sub-Committee (GPVSC) as set forth in the AM's Proxy Voting
Policies and Procedures.

Rationale: The large majority of corporate directors fulfill their fiduciary
obligation and in most cases support for management's nominees is warranted. As
the issues relevant to a contested election differ in each instance, those cases
must be addressed as they arise.

B.       Classified Boards of Directors

AM policy is to vote against proposals to classify the board and for proposals
to repeal classified boards and elect directors annually.

Rationale: Directors should be held accountable on an annual basis. By
entrenching the incumbent board, a classified board may be used as an
anti-takeover device to the detriment of the shareholders in a hostile take-over
situation.

C.       Board and Committee Independence

AM policy is to vote:

1.       "For" proposals that require that a certain percentage (majority up to
         66 2/3%) of members of a board of directors be comprised of independent
         or unaffiliated directors.

2.       "For" proposals that require all members of a company's compensation,
         audit, nominating, or other similar committees be comprised of
         independent or unaffiliated directors.

3.       "Against" shareholder proposals to require the addition of special
         interest, or constituency, representatives to boards of directors.

4.       "For" separation of the Chairman and CEO positions.

5.       "Against" proposals that require a company to appoint a Chairman who is
         an independent director.

Rationale: Board independence is a cornerstone of effective governance and
accountability. A board that is sufficiently independent from management assures
that shareholders' interests are adequately represented. However, the Chairman
of the board must have sufficient involvement in and experience with the
operations of the company to perform the functions required of that position and
lead the company.

No director qualifies as 'independent' unless the board of directors
affirmatively determines that the director has no material relationship with the
listed company (either directly or as a partner, shareholder or officer of an
organization that has a relationship with the company).

Whether a director is in fact not "independent" will depend on the laws and
regulations of the primary market for the security and the exchanges, if any, on
which the security trades.

D.       Liability and Indemnification of Directors

AM policy is to vote "for" management proposals to limit directors' liability
and to broaden the indemnification of directors, unless broader indemnification
or limitations on directors' liability would effect shareholders' interests in
pending litigation.

Rationale: While shareholders want directors and officers to be responsible for
their actions, it is not in the best interests of the shareholders for them to
be to risk averse. If the risk of personal liability is too great, companies may
not be able to find capable directors willing to serve. We support expanding
coverage only for actions taken in good faith and not for serious violations of
fiduciary obligation or negligence.

E.       Qualifications of Directors

AM policy is to follow management's recommended vote on either management or
shareholder proposals that set retirement ages for directors or require specific
levels of stock ownership by directors.

Rationale: As a general rule, the board of directors, and not the shareholders,
is most qualified to establish qualification policies.

F.       Removal of Directors and Filling of Vacancies

AM policy is to vote "against" proposals that include provisions that directors
may be removed only for cause or proposals that include provisions that only
continuing directors may fill board vacancies.

Rationale: Differing state statutes permit removal of directors with or without
cause. Removal of directors for cause usually requires proof of self-dealing,
fraud or misappropriation of corporate assets, limiting shareholders' ability to
remove directors except under extreme circumstances. Removal without cause
requires no such showing.

Allowing only incumbent directors to fill vacancies can serve as an
anti-takeover device, precluding shareholders from filling the board until the
next regular election.

G.       Proposals to Fix the Size of the Board

AM policy is to vote:

1.       "For" proposals to fix the size of the board unless: (a) no specific
         reason for the proposed change is given; or (b) the proposal is part of
         a package of takeover defenses.

2.       "Against" proposals allowing management to fix the size of the board
         without shareholder approval.

Rationale: Absent danger of anti-takeover use, companies should be granted a
reasonable amount of flexibility in fixing the size of its board.

H.       Proposals to Restrict Chief Executive Officer's Service on Multiple
         Boards

AM policy is to vote "For" proposals to restrict a Chief Executive Officer from
serving on more than three outside boards of directors.

Rationale: Chief Executive Officer must have sufficient time to ensure that
shareholders' interests are represented adequately.

Note: A director's service on multiple closed-end fund boards within a fund
complex are treated as service on a single Board for the purpose of the proxy
voting guidelines.

I.       Proposals to Restrict Supervisory Board Members Service on Multiple
         Boards (For FFT Securities)

AM policy is to vote "for" proposals to restrict a Supervisory Board Member from
serving on more than five supervisory boards.

Rationale: We consider a strong, independent and knowledgeable supervisory board
as important counter-balance to executive management to ensure that the
interests of shareholders are fully reflected by the company.

Full information should be disclosed in the annual reports and accounts to allow
all shareholders to judge the success of the supervisory board controlling their
company.

Supervisory Board Member must have sufficient time to ensure that shareholders'
interests are represented adequately.

Note: A director's service on multiple closed-end fund boards within a fund
complex are treated as service on a single Board for the purpose of the proxy
voting guidelines.

J.       Proposals to Establish Audit Committees (For FFT and U.S. Securities)
         AM policy is to vote "for" proposals that require the establishment of
         audit committees.

Rationale: The audit committee should deal with accounting and risk management
related questions, verifies the independence of the auditor with due regard to
possible conflicts of interest. It also should determine the procedure of the
audit process.


II.      Capital Structure

A.       Authorization of Additional Shares (For U.S. Securities)

AM policy is to vote "for" proposals to increase the authorization of existing
classes of stock that do not exceed a 3:1 ratio of shares authorized to shares
outstanding for a large cap company, and do not exceed a 4:1 ratio of shares
authorized to shares outstanding for a small-midcap company (companies having a
market capitalization under one billion U.S. dollars.).

Rationale: While companies need an adequate number of shares in order to carry
on business, increases requested for general financial flexibility must be
limited to protect shareholders from their potential use as an anti-takeover
device. Requested increases for specifically designated, reasonable business
purposes (stock split, merger, etc.) will be considered in light of those
purposes and the number of shares required.

B.       Authorization of "Blank Check" Preferred Stock (For U.S. Securities)

AM policy is to vote:

1.   "Against" proposals to create blank check preferred stock or to increase
     the number of authorized shares of blank check preferred stock unless the
     company expressly states that the stock will not be used for anti-takeover
     purposes and will not be issued without shareholder approval.

2.   "For" proposals mandating shareholder approval of blank check stock
     placement.

Rationale: Shareholders should be permitted to monitor the issuance of classes
of preferred stock in which the board of directors is given unfettered
discretion to set voting, dividend, conversion and other rights for the shares
issued.

C.       Stock Splits/Reverse Stock Splits

AM policy is to vote "for" stock splits if a legitimate business purpose is set
forth and the split is in the shareholders' best interests. A vote is cast "for"
a reverse stock split only if the number of shares authorized is reduced in the
same proportion as the reverse split or if the effective increase in authorized
shares (relative to outstanding shares) complies with the proxy guidelines for
common stock increases (see, Section II.A, above.)

Rationale: Generally, stock splits do not detrimentally effect shareholders.
Reverse stock splits, however, may have the same result as an increase in
authorized shares and should be analyzed accordingly.

D.       Dual Class/Supervoting Stock

AM policy is to vote "against" proposals to create or authorize additional
shares of super-voting stock or stock with unequal voting rights.

Rationale: The "one share, one vote" principal ensures that no shareholder
maintains a voting interest exceeding their equity interest in the company.

E.       Large Block Issuance (For U.S. Securities)

AM policy is to address large block issuances of stock on a case-by-case basis,
incorporating the recommendation of an independent third party proxy research
firm (currently ISS) subject to review by the GPVSC as set forth in AM's Proxy
Policies and Procedures.

Additionally, AM supports proposals requiring shareholder approval of large
block issuances.

Rationale: Stock issuances must be reviewed in light of the business
circumstances leading to the request and the potential impact on shareholder
value.

F.       Recapitalization into a Single Class of Stock

AM policy is to vote "for" recapitalization plans to provide for a single class
of common stock, provided the terms are fair, with no class of stock being
unduly disadvantaged.

Rationale: Consolidation of multiple classes of stock is a business decision
that may be left to the board and/management if there is no adverse effect on
shareholders.

G.       Share Repurchases

AM policy is to vote "for" share repurchase plans provided all shareholders are
able to participate on equal terms.

Rationale: Buybacks are generally considered beneficial to shareholders because
they tend to increase returns to the remaining shareholders.

H.       Reductions in Par Value

AM policy is to vote "for" proposals to reduce par value, provided a legitimate
business purpose is stated (e.g., the reduction of corporate tax
responsibility.)

Rationale: Usually, adjustments to par value are a routine financial decision
with no substantial impact on shareholders.


III.     Corporate Governance Issues

A.       Confidential Voting

AM policy is to vote "for" proposals to provide for confidential voting and
independent tabulation of voting results and to vote "against" proposals to
repeal such provisions.

Rationale: Confidential voting protects the privacy rights of all shareholders.
This is particularly important for employee-shareholders or shareholders with
business or other affiliations with the company, who may be vulnerable to
coercion or retaliation when opposing management. Confidential voting does not
interfere with the ability of corporations to communicate with all shareholders,
nor does it prohibit shareholders from making their views known directly to
management.

B.       Cumulative Voting (For U.S. Securities)

AM policy is to vote "against" shareholder proposals requesting cumulative
voting and "for" management proposals to eliminate it. The protections afforded
shareholders by cumulative voting are not necessary when a company has a history
of good performance and does not have a concentrated ownership interest.
Accordingly, a vote is cast "against" cumulative voting and "for" proposals to
eliminate it if:

a)       The company has a five year return on investment greater than the
         relevant industry index,

b)       All directors and executive officers as a group beneficially own less
         than 10% of the outstanding stock, and

c)       No shareholder (or voting block) beneficially owns 15% or more of the
         company.

Thus, failure of any one of the three criteria results in a vote for cumulative
voting in accordance with the general policy.

Rationale: Cumulative voting is a tool that should be used to ensure that
holders of a significant number of shares may have board representation;
however, the presence of other safeguards may make their use unnecessary.

C.       Supermajority Voting Requirements

AM policy is to vote "against" management proposals to require a supermajority
vote to amend the charter or bylaws and to vote "for" shareholder proposals to
modify or rescind existing supermajority requirements.

*Exception made when company holds a controlling position and seeks to lower
threshold to maintain control and/or make changes to corporate by-laws.

Rationale: Supermajority voting provisions violate the democratic principle that
a simple majority should carry the vote. Setting supermajority requirements may
make it difficult or impossible for shareholders to remove egregious by-law or
charter provisions. Occasionally, a company with a significant insider held
position might attempt to lower a supermajority threshold to make it easier for
management to approve provisions that may be detrimental to shareholders. In
that case, it may not be in the shareholders interests to lower the
supermajority provision.

D.       Shareholder Right to Vote

AM policy is to vote "against" proposals that restrict the right of shareholders
to call special meetings, amend the bylaws, or act by written consent. Policy is
to vote "for" proposals that remove such restrictions.

Rationale: Any reasonable means whereby shareholders can make their views known
to management or effect the governance process should be supported.


IV.      Compensation

Annual Incentive Plans or Bonus Plans are often submitted to shareholders for
approval. These plans typically award cash to executives based on company
performance. Deutsche Bank believes that the responsibility for executive
compensation decisions rest with the board of directors and/or the compensation
committee, and its policy is not to second-guess the board's award of cash
compensation amounts to executives unless a particular award or series of awards
is deemed excessive. If stock options are awarded as part of these bonus or
incentive plans, the provisions must meet Deutsche Bank's criteria regarding
stock option plans, or similar stock-based incentive compensation schemes, as
set forth below.

A.       Establishment of a Remuneration Committee (For FFT Securities)

AM policy is to vote "for" proposals that require the establishment of a
remuneration committee.

Rationale: Corporations should disclose in each annual report or proxy statement
their policies on remuneration. Essential details regarding executive
remuneration including share options, long-term incentive plans and bonuses,
should be disclosed in the annual report, so that investors can judge whether
corporate pay policies and practices meet the standard.

The remuneration committee shall not comprise any board members and should be
sensitive to the wider scene on executive pay. It should ensure that
performance-based elements of executive pay are designed to align the interests
of shareholders.

B.       Executive and Director Stock Option Plans

AM policy is to vote "for" stock option plans that meet the following criteria:

(1)      The resulting dilution of existing shares is less than (a) 15 percent
         of outstanding shares for large capital corporations or (b) 20 percent
         of outstanding shares for small-mid capital companies (companies having
         a market capitalization under one billion U.S. dollars.)

(2)      The transfer of equity resulting from granting options at less than FMV
         is no greater than 3% of the over-all market capitalization of large
         capital corporations, or 5% of market cap for small-mid capital
         companies.

(3)      The plan does not contain express repricing provisions and, in the
         absence of an express statement that options will not be repriced; the
         company does not have a history of repricing options.

(4)      The plan does not grant options on super-voting stock.

AM will support performance-based option proposals as long as a) they do not
mandate that all options granted by the company must be performance based, and
b) only certain high-level executives are subject to receive the performance
based options.

AM will support proposals to eliminate the payment of outside director pensions.

Rationale: Determining the cost to the company and to shareholders of
stock-based incentive plans raises significant issues not encountered with
cash-based compensation plans. These include the potential dilution of existing
shareholders' voting power, the transfer of equity out of the company resulting
from the grant and execution of options at less than FMV and the authority to
reprice or replace underwater options. Our stock option plan analysis model
seeks to allow reasonable levels of flexibility for a company yet still protect
shareholders from the negative impact of excessive stock compensation.
Acknowledging that small mid-capital corporations often rely more heavily on
stock option plans as their main source of executive compensation and may not be
able to compete with their large capital competitors with cash compensation, we
provide slightly more flexibility for those companies.

C.       Employee Stock Option/Purchase Plans

AM policy is to vote for employee stock purchase plans (ESPP's) when the plan
complies with Internal Revenue Code 423, allowing non-management employees to
purchase stock at 85% of FMV.

AM policy is to vote "for" employee stock option plans (ESOPs) provided they
meet the standards for stock option plans in general. However, when computing
dilution and transfer of equity, ESOPs are considered independently from
executive and director option plans.

Rationale: ESOPs and ESPP's encourage rank-and-file employees to acquire an
ownership stake in the companies they work for and have been shown to promote
employee loyalty and improve productivity.

D.       Golden Parachutes

AM policy is to vote "for" proposals to require shareholder approval of golden
parachutes and for proposals that would limit golden parachutes to no more than
three times base compensation. Policy is to vote "against" more restrictive
shareholder proposals to limit golden parachutes.

Rationale: In setting a reasonable limitation, AM considers that an effective
parachute should be less attractive than continued employment and that the IRS
has opined that amounts greater than three times annual salary, are excessive.

E.       Proposals to Limit Benefits or Executive Compensation

AM policy is to vote "against"

1.   Proposals to limit benefits, pensions or compensation and

2.   Proposals that request or require disclosure of executive compensation
     greater than the disclosure required by Securities and Exchange Commission
     (SEC) regulations.

Rationale: Levels of compensation and benefits are generally considered to be
day-to-day operations of the company, and are best left unrestricted by
arbitrary limitations proposed by shareholders.

F.       Option Expensing

AM policy is to support proposals requesting companies to expense stock options.

Rationale: Although companies can choose to expense options voluntarily, the
Financial Accounting Standards Board (FASB) does not yet require it, instead
allowing companies to disclose the theoretical value of options as a footnote.
Because the expensing of stock options lowers earnings, most companies elect not
to do so. Given the fact that options have become an integral component of
compensation and their exercise results in a transfer of shareholder value, AM
agrees that their value should not be ignored and treated as "no cost"
compensation. The expensing of stock options would promote more modest and
appropriate use of stock options in executive compensation plans and present a
more accurate picture of company operational earnings.

G.        Management board election and motion (For FFT Securities)

AM policy is to vote "against":

o        the election of board members with positions on either remuneration or
         audit committees;

o        the election of supervisory board members with too many supervisory
         board mandates;

o        "automatic" election of former board members into the supervisory
         board.

Rationale: Management as an entity, and each of its members, are responsible for
all actions of the company, and are - subject to applicable laws and regulations
- accountable to the shareholders as a whole for their actions.

Sufficient information should be disclosed in the annual company report and
account to allow shareholders to judge the success of the company.

H.       Remuneration (variable pay): (For FFT Securities)

Executive remuneration for Management Board

AM policy is to vote "for" remuneration for Management Board that is transparent
and linked to results.

Rationale: Executive compensation should motivate management and align the
interests of management with the shareholders. The focus should be on criteria
that prevent excessive remuneration; but enable the company to hire and retain
first-class professionals.

Shareholder interests are normally best served when management is remunerated to
optimise long-term returns. Criteria should include suitable measurements like
return on capital employed or economic value added.

Interests should generally also be correctly aligned when management own shares
in the company - even more so if these shares represent a substantial portion of
their own wealth.

Its disclosure shall differentiate between fixed pay, variable (performance
related) pay and long-term incentives, including stock option plans with
valuation ranges as well as pension and any other significant arrangements.

Executive remuneration for Supervisory Board

AM policy is to vote "for" remuneration for Supervisory Board that is at least
50% in fixed form.

Rationale: It would normally be preferable if performance linked compensation
were not based on dividend payments, but linked to suitable result based
parameters. Consulting and procurement services should also be published in the
company report.

I.       Long-term incentive plans (For FFT Securities)

AM policy is to vote "for" long-term incentive plans for members of a management
board that reward for above average company performance.

Rationale: Incentive plans will normally be supported if they:

o        directly align the interests of members of management boards with those
         of shareholders;

o        establish challenging performance criteria to reward only above average
         performance;

o        measure performance by total shareholder return in relation to the
         market or a range of comparable companies;

o        are long-term in nature and encourage long-term ownership of the shares
         once exercised through minimum holding periods;

o        do not allow a repricing of the exercise price in stock option plans.

J.       Shareholder Proposals Concerning "Pay for Superior Performance"

AM policy is to address pay for superior performance proposals on a case-by-case
basis, incorporating the recommendation of an independent third party proxy
research firm (currently ISS) subject to review by the GPVSC as set forth in
AM's Proxy Policies and Procedures.

Rationale: While AM agrees that compensation issues are better left to the
discretion of management, they appreciate the need to monitor for excessive
compensation practices on a case by case basis. If, after a review of the ISS
metrics, AM is comfortable with ISS's applying this calculation and will vote
according to their recommendation.

K.       Executive Compensation Advisory

AM policy is to follow management's recommended vote on shareholder proposals to
propose an advisory resolution seeking to ratify the compensation of the
company's named executive officers (NEOs) on an annual basis.

Rationale: AM believes that controls exist within senior management and
corporate compensation committees, ensuring fair compensation to executives.
This might allow shareholders to require approval for all levels of management's
compensation.

V.       Anti-Takeover Related Issues

A.       Shareholder Rights Plans ("Poison Pills")

AM policy is to vote "for" proposals to require shareholder ratification of
poison pills or that request boards to redeem poison pills, and to vote
"against" the adoption of poison pills if they are submitted for shareholder
ratification.

Rationale: Poison pills are the most prevalent form of corporate takeover
defenses and can be (and usually are) adopted without shareholder review or
consent. The potential cost of poison pills to shareholders during an attempted
takeover outweighs the benefits.

B.       Reincorporation

AM policy is to examine reincorporation proposals on a case-by-case basis. The
voting decision is based on: (1) differences in state law between the existing
state of incorporation and the proposed state of incorporation; and (2)
differences between the existing and the proposed charter/bylaws/articles of
incorporation and their effect on shareholder rights. If changes resulting from
the proposed reincorporation violate the corporate governance principles set
forth in these guidelines, the reincorporation will be deemed contrary to
shareholder's interests and a vote cast "against."

Rationale: Reincorporations can be properly analyzed only by looking at the
advantages and disadvantages to their shareholders. Care must be taken that
anti-takeover protection is not the sole or primary result of a proposed change.

C.       Fair-Price Proposals

AM policy is to vote "for" management fair-price proposals, provided that: (1)
the proposal applies only to two-tier offers; (2) the proposal sets an objective
fair-price test based on the highest price that the acquirer has paid for a
company's shares; (3) the supermajority requirement for bids that fail the
fair-price test is no higher than two-thirds of the outstanding shares; (4) the
proposal contains no other anti-takeover provisions or provisions that restrict
shareholders rights.

A vote is cast for shareholder proposals that would modify or repeal existing
fair-price requirements that do not meet these standards.

Rationale: While fair price provisions may be used as anti-takeover devices, if
adequate provisions are included, they provide some protection to shareholders
who have some say in their application and the ability to reject those
protections if desired.

D.       Exemption from state takeover laws

AM policy is to vote "for" shareholder proposals to opt out of state takeover
laws and to vote "against" management proposals requesting to opt out of state
takeover laws.

Rationale: Control share statutes, enacted at the state level, may harm
long-term share value by entrenching management. They also unfairly deny certain
shares their inherent voting rights.

E.       Non-financial Effects of Takeover Bids

Policy is to vote "against" shareholder proposals to require consideration of
non-financial effects of merger or acquisition proposals.

Rationale: Non-financial effects may often be subjective and are secondary to
AM's stated purpose of acting in its client's best economic interest.


VI.      Mergers & Acquisitions

Evaluation of mergers, acquisitions and other special corporate transactions
(i.e., takeovers, spin-offs, sales of assets, reorganizations, restructurings
and recapitalizations) are performed on a case-by-case basis incorporating
information from an independent proxy research source (currently ISS.)
Additional resources including portfolio management and research analysts may be
considered as set forth in AM's Policies and Procedures.


VII.     Social, Environmental & Political Issues

Social and environmental issues are becoming increasingly important to corporate
success. We incorporate social and environmental considerations into both our
investment decisions and our proxy voting decisions - particularly if the
financial performance of the company could be impacted.

With increasing frequency, shareholder proposals are submitted relating to
social and political responsibility issues. Almost universally, the company
management will recommend a vote "against" these proposals. These types of
proposals cover an extremely wide range of issues. Many of the issues tend to be
controversial and are subject to more than one reasonable, yet opposing, theory
of support. More so than with other types of proxy proposals, social and
political responsibility issues may not have a connection to the economic and
corporate governance principles effecting shareholders' interests. AM's policy
regarding social and political responsibility issues, as with any other issue,
is designed to protect our client shareholders' economic interests.

Occasionally, a distinction is made between a shareholder proposal requesting
direct action on behalf of the board and a request for a report on (or
disclosure of) some information. In order to avoid unduly burdening any company
with reporting requirements, AM's policy is to vote against shareholder
proposals that demand additional disclosure or reporting than is required by the
Securities and Exchange Commission unless it appears there is a legitimate issue
and the company has not adequately addressed shareholders' concerns.

A.       Labor & Human Rights

AM policy is to vote "against" adopting global codes of conduct or workplace
standards exceeding those mandated by law.

Rationale: Additional requirements beyond those mandated by law are deemed
unnecessary and potentially burdensome to companies

B.       Diversity & Equality

1.       AM policy is to vote "against" shareholder proposals to force equal
         employment opportunity, affirmative action or board diversity.

Rationale: Compliance with State and Federal legislation along with information
made available through filings with the EEOC provides sufficient assurance that
companies act responsibly and make information public.

2.       AM policy is also to vote "against" proposals to adopt the Mac Bride
         Principles. The Mac Bride Principles promote fair employment,
         specifically regarding religious discrimination.

Rationale: Compliance with the Fair Employment Act of 1989 makes adoption of the
Mac Bride Principles redundant. Their adoption could potentially lead to charges
of reverse discrimination.

C.       Health & Safety

1.       AM policy is to vote "against" adopting a pharmaceutical price
         restraint policy or reporting pricing policy changes.

Rationale: Pricing is an integral part of business for pharmaceutical companies
and should not be dictated by shareholders (particularly pursuant to an
arbitrary formula.) Disclosing pricing policies may also jeopardize a company's
competitive position in the marketplace.

2.       AM policy is to vote "against" shareholder proposals to control the use
         or labeling of and reporting on genetically engineered products.

Rationale: Additional requirements beyond those mandated by law are deemed
unnecessary and potentially burdensome to companies.

D.       Government/Military

1.       AM policy is to vote against shareholder proposals regarding the
         production or sale of military arms or nuclear or space-based weapons,
         including proposals seeking to dictate a company's interaction with a
         particular foreign country or agency.

Rationale: Generally, management is in a better position to determine what
products or industries a company can and should participate in. Regulation of
the production or distribution of military supplies is, or should be, a matter
of government policy.

2.       AM policy is to vote "against" shareholder proposals regarding
         political contributions and donations.

Rationale: The Board of Directors and Management, not shareholders, should
evaluate and determine the recipients of any contributions made by the company.

3.       AM policy is to vote "against" shareholder proposals regarding
         charitable contributions and donations.

Rationale: The Board of Directors and Management, not shareholders, should
evaluate and determine the recipients of any contributions made by the company.

E.       Tobacco

1.       AM policy is to vote "against" shareholder proposals requesting
         additional standards or reporting requirements for tobacco companies as
         well as "against" requesting companies to report on the intentional
         manipulation of nicotine content.

Rationale: Where a tobacco company's actions meet the requirements of legal and
industry standards, imposing additional burdens may detrimentally effect a
company's ability to compete. The disclosure of nicotine content information
could affect the company's rights in any pending or future litigation.

2.       Shareholder requests to spin-off or restructure tobacco businesses will
         be opposed.

Rationale: These decisions are more appropriately left to the Board and
management, and not to shareholder mandate.


VIII.    Environmental Issues

AM policy is to follow management's recommended vote on CERES Principles or
other similar environmental mandates (e.g., those relating to Greenhouse gas
emissions or the use of nuclear power).

Rationale: Environmental issues are extensively regulated by outside agencies
and compliance with additional requirements often involves significant cost to
companies.


IX.      Miscellaneous Items

A.       Ratification of Auditors

AM policy is to vote "for" a) the management recommended selection of auditors
and b) proposals to require shareholder approval of auditors.

Rationale: Absent evidence that auditors have not performed their duties
adequately, support for management's nomination is warranted.

B.       Limitation of non-audit services provided by independent auditor

AM policy is to support proposals limiting non-audit fees to 50% of the
aggregate annual fees earned by the firm retained as a company's independent
auditor.

Rationale: In the wake of financial reporting problems and alleged audit
failures at a number of companies, AM supports the general principle that
companies should retain separate firms for audit and consulting services to
avoid potential conflicts of interest. However, given the protections afforded
by the recently enacted Sarbanes-Oxley Act of 2002 (which requires Audit
Committee pre-approval for non-audit services and prohibits auditors from
providing specific types of services), and the fact that some non-audit services
are legitimate audit-related services, complete separation of audit and
consulting fees may not be warranted. A reasonable limitation is appropriate to
help ensure auditor independence and it is reasonable to expect that audit fees
exceed non-audit fees.

C.       Audit firm rotation

AM policy is to support proposals seeking audit firm rotation unless the
rotation period sought is less than five years.

Rationale: While the Sarbanes-Oxley Act mandates that the lead audit partner be
switched every five years, AM believes that rotation of the actual audit firm
would provide an even stronger system of checks and balances on the audit
function.

D.       Transaction of Other Business

AM policy is to vote against "transaction of other business" proposals.

Rationale: This is a routine item to allow shareholders to raise other issues
and discuss them at the meeting. As the nature of these issues may not be
disclosed prior to the meeting, we recommend a vote against these proposals.
This protects shareholders voting by proxy (and not physically present at a
meeting) from having action taken at the meeting that they did not receive
proper notification of or sufficient opportunity to consider.

E.       Motions to Adjourn the Meeting

AM Policy is to vote against proposals to adjourn the meeting.

Rationale: Management may seek authority to adjourn the meeting if a favorable
outcome is not secured. Shareholders should already have had enough information
to make a decision. Once votes have been cast, there is no justification for
management to continue spending time and money to press shareholders for
support.

F.       Bundled Proposals

AM policy is to vote against bundled proposals if any bundled issue would
require a vote against it if proposed individually.

Rationale: Shareholders should not be forced to "take the good with the bad" in
cases where the proposals could reasonably have been submitted separately.

G.       Change of Company Name

AM policy is to support management on proposals to change the company name.

Rationale: This is generally considered a business decision for a company.

H.       Proposals Related to the Annual Meeting

AM Policy is to vote in favor of management for proposals related to the conduct
of the annual meeting (meeting time, place, etc.)

Rationale: These are considered routine administrative proposals.

I.       Reimbursement of Expenses Incurred from Candidate Nomination

AM policy is to follow management's recommended vote on shareholder proposals
related to the amending of company bylaws to provide for the reimbursement of
reasonable expenses incurred in connection with nominating one or more
candidates in a contested election of directors to the corporation's board of
directors.

Rationale: Corporations should not be liable for costs associated with
shareholder proposals for directors.

J.       Investment Company Proxies

Proxies solicited by investment companies are voted in accordance with the
recommendations of an independent third party, currently ISS. However, regarding
investment companies for which AM or an affiliate serves as investment adviser
or principal underwriter, such proxies are voted in the same proportion as the
vote of all other shareholders. Proxies solicited by master funds from feeder
funds will be voted in accordance with applicable provisions of Section 12 of
the Investment Company Act of 1940.

Investment companies, particularly closed-end investment companies, are
different from traditional operating companies. These differences may call for
differences in voting positions on the same matter. For example, AM could vote
"for" staggered boards of closed-end investment companies, although AM generally
votes "against" staggered boards for operating companies. Further, the manner in
which AM votes investment company proxies may differ from proposals for which a
AM-advised investment company solicits proxies from its shareholders. As
reflected in the Guidelines, proxies solicited by closed-end (and open-end)
investment companies are voted in accordance with the pre-determined guidelines
of an independent third-party.

Subject to participation agreements with certain Exchange Traded Funds ("ETF")
issuers that have received exemptive orders from the U.S. Securities and
Exchange Commission allowing investing DWS funds to exceed the limits set forth
in Section 12(d)(1)(A) and (B) of the Investment Company Act of 1940, DeAM will
echo vote proxies for ETFs in which Deutsche Bank holds more than 25% of
outstanding voting shares globally when required to do so by participation
agreements and SEC orders.

Note: With respect to the QP Trust (not registered under the Investment Company
Act of 1940), the Fund is not required to engage in echo voting and the
investment adviser will use these Guidelines, and may determine, with respect to
the QP Trust, to vote contrary to the positions in the Guidelines, consistent
with the Fund's best interest.


K.       International Proxy Voting

The above guidelines pertain to issuers organized in the United States, Canada
and Germany. Proxies solicited by other issuers are voted in accordance with
international guidelines or the recommendation of ISS and in accordance with
applicable law and regulation.


<PAGE>

                                     PART C.

                                OTHER INFORMATION

                              DWS INVESTMENT TRUST

<TABLE>
<CAPTION>
Item 23.        Exhibits
--------        --------
                <S>         <C>                  <C>
                (a)         (1)              Amended and Restated Declaration of Trust of DWS Investment Trust
                                             dated June 2, 2008. (Incorporated by reference to Post-Effective
                                             Amendment No. 171 to the Registration Statement, as filed on January
                                             28, 2009.)

                (a)         (2)              Amended and Restated Establishment and Designation of Series and
                                             Classes of Shares of Beneficial Interest, dated January 23, 2009.
                                             (Incorporated by reference to Post-Effective Amendment No. 172 to
                                             the Registration Statement, as filed on April 29, 2009.)

                (b)         (1)              By-Laws of DWS Investment Trust, dated as of April 1, 2008.
                                             (Incorporated by reference to Post-Effective Amendment No. 170 to
                                             the Registration Statement, as filed on November 26, 2008.)

                (c)                          Incorporated by reference to (a) above.

                (d)         (1)              Investment Management Agreement between the Registrant, on behalf of
                                             DWS Capital Growth Fund, DWS Growth & Income Fund, DWS Large Company
                                             Growth Fund, DWS Small Cap Core Fund and DWS S&P 500 Index Fund and
                                             Deutsche Investment Management Americas Inc., dated June 1, 2006
                                             (July 1, 2006 for DWS S&P 500 Index Fund). (Incorporated by
                                             reference to Post-Effective Amendment No. 158 to the Registration
                                             Statement, as filed on November 28, 2006.)

                (e)         (1)              Underwriting Agreement between the Registrant and Scudder
                                             Distributors, Inc., dated September 30, 2002.  (Incorporated by
                                             reference to Post-Effective Amendment No. 139 to the Registration
                                             Statement, as filed on April 30, 2003.)

                            (2)              Underwriting and Distribution Services Agreement between the
                                             Registrant and Scudder Distributors, Inc., dated April 5, 2002 with
                                             respect to Class A, B, C and I shares. (Incorporated by reference to
                                             Post-Effective Amendment No.144 to the Registration Statement as
                                             filed on April 29, 2004.)

                (f)                          Inapplicable.

                (g)         (1)               Master Custodian Agreement between the Registrant and State Street
                                             Bank and Trust Company dated November 17, 2008. (Incorporated by
                                             reference to Post-Effective Amendment No. 171 to the Registration
                                             Statement, as filed on January 28, 2009.)


                                       3
<PAGE>

                (h)         (1)              Agency Agreement between DWS Investment Trust and DWS Scudder
                                             Investments Service Company dated April 7, 2007. (Incorporated by
                                             reference to Post-Effective Amendment No.164 to the Registration
                                             Statement as filed on May 1, 2007.)

                            (2)              Shareholder Services Agreement between the Registrant (on behalf of
                                             Scudder Capital Growth Fund, Scudder Dividend & Growth Fund, Scudder
                                             Growth and Income Fund, Scudder Large Company Growth Fund, Scudder
                                             S&P 500 Index Fund, and Scudder Small Company Stock Fund) and Kemper
                                             Distributors, Inc., dated November 13, 2000.  (Incorporated by
                                             reference to Post-Effective Amendment No. 124 to the Registration
                                             Statement, as filed on December 29, 2000.)

                            (3)              Shareholder Services Agreement For Class A, Class B and Class C
                                             Shares between the Registrant and Scudder Distributors, Inc., dated
                                             April 5, 2002.  (Incorporated by reference to Post-Effective
                                             Amendment No. 139 to the Registration Statement, as filed on April
                                             30, 2003.)

                            (4)              Letter of Indemnity to the Scudder Funds dated October 13, 2004.
                                             (Incorporated by reference to Post-Effective Amendment No.155 to the
                                             Registration Statement as filed on December 1, 2005.)

                            (5)              Letter of Indemnity to the Scudder Funds dated October 13, 2004.
                                             (Incorporated by reference to Post-Effective Amendment No.155 to the
                                             Registration Statement as filed on December 1, 2005.)

                            (6)              Letter of Indemnity to the Independent Trustees dated October 13,
                                             2004.  (Incorporated by reference to Post-Effective Amendment No.155
                                             to the Registration Statement as filed on December 1, 2005.)

                            (7)              Amended and Restated Administrative Services Agreement between DWS
                                             Investment Trust and Deutsche Investment Management Americas Inc.,
                                             dated October 1, 2008. (Incorporated by reference to Post-Effective
                                             Amendment No. 171 to the Registration Statement, as filed on January
                                             28, 2009.)

                            (8)              Form of Mutual Fund Rule 22c-2 Information Sharing Agreement between
                                             DWS Scudder Distributors, Inc. and certain financial intermediaries
                                             is filed herein.

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

                (i)                          Legal Opinion and Consent of Counsel.  (Incorporated by reference to
                                             Post-Effective Amendment No.144 to the Registration Statement, as
                                             filed on April 29, 2004.)

                (j)                          Inapplicable.

                (k)                          Inapplicable.



                                       4
<PAGE>

                (l)                          Inapplicable.


                (m)         (1)              Rule 12b-1 Plan for Scudder Capital Growth Fund Class A, B and C
                                             Shares, dated December 29, 2000.  (Incorporated by reference to
                                             Post-Effective Amendment No. 124 to the Registration Statement, as
                                             filed on December 29, 2000.)

                            (2)              Rule 12b-1 Plan for Scudder Growth and Income Fund Class B and C
                                             Shares, dated December 29, 2000.  (Incorporated by reference to
                                             Post-Effective Amendment No. 124 to the Registration Statement, as
                                             filed on December 29, 2000.)

                            (3)              Rule 12b-1 Plan for Scudder Large Company Growth Fund Class B and C
                                             Shares, dated December 29, 2000.  (Incorporated by reference to
                                             Post-Effective Amendment No. 124 to the Registration Statement, as
                                             filed on December 29, 2000.)

                            (4)              Rule 12b-1 Plan for Scudder Small Company Stock Fund Class A, B and
                                             C Shares, dated December 29, 2000.  (Incorporated by reference to
                                             Post-Effective Amendment No. 124 to the Registration Statement, as
                                             filed on December 29, 2000.)

                            (5)              Rule 12b-1 Plan for Scudder Capital Growth Fund Class R Shares,
                                             dated October 1, 2003.  (Incorporated by reference to Post-Effective
                                             Amendment No. 141 to the Registration Statement, as filed on October
                                             1, 2003.)

                            (6)              Rule 12b-1 Plan for Scudder S&P 500 Index Fund Class A, B and C
                                             Shares, dated December 14, 2004. (Incorporated by reference to
                                             Post-Effective Amendment No. 151 to the Registration Statement, as
                                             filed on February 15, 2005.)

                (n)         (1)              Amended and Restated Multi-Distribution System Plan with respect to
                                             DWS Investment Trust, pursuant to Rule 18f-3.  (Incorporated by
                                             reference to Post-Effective Amendment No. 172 to the Registration
                                             Statement, as filed on April 29, 2009.)

                (p)         (1)              Code of Ethics for Deutsche Asset Management - U.S., dated January
                                             1, 2009. (Incorporated by reference to Post-Effective Amendment No.
                                             172 to the Registration Statement, as filed on April 29, 2009.)

                            (2)              The Code of Ethics of Northern Trust Investments, N.A. dated August
                                             2007.  (Incorporated by reference to Post-Effective Amendment No.
                                             172 to the Registration Statement, as filed on April 29, 2009.)
</TABLE>

Item 24.          Persons Controlled by or under Common Control with Fund
--------          -------------------------------------------------------

                  None



                                       5
<PAGE>


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

                  Article IV of the Registrant's Amended and Restated Agreement
                  and Declaration of Trust (Exhibit (a)(1) hereto, which is
                  incorporated herein by reference) provides in effect that the
                  Registrant will indemnify its officers and trustees under
                  certain circumstances. However, in accordance with Section
                  17(h) and 17(i) of the Investment Company Act of 1940 and its
                  own terms, said Article of the Agreement and Declaration of
                  Trust does not protect any person against any liability to the
                  Registrant or its shareholders to which such Trustee would
                  otherwise be subject by reason of willful misfeasance, bad
                  faith, gross negligence, or reckless disregard of the duties
                  involved in the conduct of his or her office.

                  Each of the trustees who is not an "interested person" (as
                  defined under the Investment Company Act of 1940) of
                  Registrant (a "Non-interested Trustee") has entered into an
                  indemnification agreement with Registrant, which agreement
                  provides that the Registrant shall indemnify the
                  Non-interested Trustee against certain liabilities which such
                  Trustee may incur while acting in the capacity as a trustee,
                  officer or employee of the Registrant to the fullest extent
                  permitted by law, now or in the future, and requires
                  indemnification and advancement of expenses unless prohibited
                  by law. The indemnification agreement cannot be altered
                  without the consent of the Non-interested Trustee and is not
                  affected by amendment of the Agreement and Declaration of
                  Trust. In addition, the indemnification agreement adopts
                  certain presumptions and procedures which may make the process
                  of indemnification and advancement of expenses, more timely,
                  efficient and certain. In accordance with Section 17(h) of the
                  Investment Company Act of 1940, the indemnification agreement
                  does not protect a Non-interested Trustee against any
                  liability to the Registrant or its shareholders to which such
                  Trustee would otherwise be subject by reason of willful
                  misfeasance, bad faith, gross negligence, or reckless
                  disregard of the duties involved in the conduct of his or her
                  office.

                  The Registrant has purchased insurance policies insuring its
                  officers and trustees against certain liabilities which such
                  officers and trustees may incur while acting in such
                  capacities and providing reimbursement to the Registrant for
                  sums which it may be permitted or required to pay to its
                  officers and trustees by way of indemnification against such
                  liabilities, subject to certain deductibles.

                  On April 5, 2002, Zurich Scudder Investments, Inc.
                  ("Scudder"), the investment adviser, now known as Deutsche
                  Investment Management Americas Inc., was acquired by Deutsche
                  Bank AG, not including certain U.K. Operations (the
                  "Transaction"). In connection with the Trustees' evaluation of
                  the Transaction, Deutsche Bank agreed to indemnify, defend and
                  hold harmless Registrant and the trustees who were not
                  "interested persons" of Scudder, Deutsche Bank or Registrant
                  (the "Independent Trustees") for and against any liability and
                  claims and expenses based upon or arising from, whether in
                  whole or in part, or directly or indirectly, any untrue
                  statement or alleged untrue statement of a material fact made
                  to the Independent Trustees by Deutsche Bank in connection
                  with the Independent Trustees' consideration of the
                  Transaction, or any omission or alleged omission of a material
                  fact necessary in order to make statements made, in light of
                  the circumstances under which they were made, not misleading.

                  Deutsche Investment Management Americas Inc. ("DIMA"), the
                  investment advisor, has agreed, subject to applicable law and
                  regulation, to indemnify and hold harmless the Registrant
                  against any loss, damage, liability and expense, including,
                  without limitation, the advancement and payment, as incurred,
                  of reasonable fees and expenses of counsel (including counsel
                  to the Registrant and counsel to the Non-interested Trustees)
                  and consultants, whether retained by the Registrant or the
                  Non-interested Trustees, and other customary costs and
                  expenses incurred by the Registrant in connection with any
                  litigation or regulatory action related to possible improper
                  market timing or other improper trading activity or possible
                  improper marketing and sales activity in the Registrant
                  ("Private Litigation and Enforcement Actions"). In the event
                  that this


                                       6
<PAGE>

                  indemnification is unavailable to the Registrant for any
                  reason, then DIMA has agreed to contribute to the amount paid
                  or payable by the Registrant as a result of any loss, damage,
                  liability or expense in such proportion as is appropriate to
                  reflect the relative fault of DIMA and the Registrant with
                  respect to the matters which resulted in such loss, damage,
                  liability or expense, as well as any other relevant equitable
                  considerations; provided, however, if no final determination
                  is made in such action or proceeding as to the relative fault
                  of DIMA and the Registrant, then DIMA shall pay the entire
                  amount of such loss, damage, liability or expense.

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

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

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

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

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

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

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



                                       7
<PAGE>

                  or action. In addition, to the extent that DIMA has paid costs
                  or expenses under the agreement to any individual
                  Non-interested Trustee with respect to a particular proceeding
                  or action, and there is a final adjudication in such
                  proceeding or action of the Non-interested Trustee's liability
                  to the Registrant or its shareholders by reason of willful
                  misfeasance, bad faith, gross negligence, or reckless
                  disregard of the Non-interested Trustee's duties as a Trustee
                  of the Registrant, such Non-interested Trustee has undertaken
                  to repay such costs or expenses to DIMA.


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

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

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

                  (a)

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

                  (b)

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

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

         Michael Colon                  Director                                  None
         345 Park Avenue
         New York, NY 10154

         Matthew Eisenhardt             Chief Operating Officer                   None
         222 South Riverside Plaza
         Chicago, IL 60606

         Cliff Goldstein                Chief Financial Officer and Treasurer     None
         100 Plaza One
         Jersey City, NJ 07311

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


                                       8
<PAGE>

                      (1)                             (2)                                  (3)
          DWS Investments
          Distributors, Inc.
          Name and Principal             Positions and Offices with               Positions and
          Business Address               DWS Investments Distributors, Inc.       Offices with Registrant
          ----------------               ----------------------------------       -----------------------


         Donna White                    Chief Compliance Officer                  None
         280 Park Avenue
         New York, NY 10017
         Jason Vazquez                  Vice President and AML Compliance         Anti-Money Laundering
         280 Park Avenue                Officer                                   Compliance Officer
         New York, NY 10017

         Caroline Pearson               Secretary                                 Assistant Secretary
         One Beacon Street
         Boston, MA 02108

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

         Patricia DeFilippis            Assistant Secretary                       None
         280 Park Avenue
         New York, NY 10017

         Anjie LaRocca                  Assistant Secretary                       None
         280 Park Avenue
         New York, NY 10017
</TABLE>

         (c)      Not applicable

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

                  Certain accounts, books and other documents required to be
                  maintained by Section 31(a) of the 1940 Act and the Rules
                  promulgated thereunder are maintained by Deutsche Investment
                  Management Americas Inc., 345 Park Avenue, New York, NY 10154
                  and Northern Trust Investments, N.A., 50 South La Salle
                  Street, Chicago, IL 60675. Records relating to the duties of
                  the Registrant's custodian are maintained by State Street Bank
                  and Trust Company, 225 Franklin Street, Boston, Massachusetts
                  02110. Records relating to the duties of the Registrant's
                  transfer agents are maintained by DWS Investments Service
                  Company, 210 West 10th Street, Kansas City, Missouri
                  64105-1614, or at the offices of DST Systems, Inc., 333 West
                  11th Street, Kansas City, Missouri 64105, the sub-transfer
                  agent for the Registrant.

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

                  Inapplicable.

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

                  Inapplicable.





                                       9
<PAGE>




                                   SIGNATURES
                                   ----------

         Pursuant to the requirements of the Securities Act of 1933 and the
Investment Company Act of 1940, the Registrant has duly caused this amendment to
its Registration Statement to be signed on its behalf by the undersigned,
thereto duly authorized, in the City of New York and the State of New York on
the 25th day of September 2009.

                                                DWS INVESTMENT TRUST

                                                 By:  /s/Michael G. Clark
                                                      ---------------------
                                                      Michael G. Clark*

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

<TABLE>
<CAPTION>
SIGNATURE                                  TITLE                                        DATE
---------                                  -----                                        ----
<S>                                             <C>                                               <C>
/s/Michael G. Clark
-------------------------------------
Michael G. Clark*                          President                                    September 25, 2009

/s/Paul H. Schubert
-------------------------------------
Paul H. Schubert                           Chief Financial Officer and Treasurer        September 25, 2009

/s/John W. Ballantine
-------------------------------------
John W. Ballantine*                        Trustee                                      September 25, 2009

/s/Henry P. Becton, Jr.
-------------------------------------
Henry P. Becton, Jr.*                      Trustee                                      September 25, 2009

/s/Dawn-Marie Driscoll
-------------------------------------
Dawn-Marie Driscoll*                       Trustee                                      September 25, 2009

/s/Keith R. Fox
-------------------------------------
Keith R. Fox*                              Trustee                                      September 25, 2009

/s/Paul K. Freeman
-------------------------------------
Paul K. Freeman*                           Chairperson and Trustee                      September 25, 2009

/s/Kenneth C. Froewiss
-------------------------------------
Kenneth C. Froewiss*                       Trustee                                      September 25, 2009

/s/Richard J. Herring
-------------------------------------
Richard J. Herring*                        Trustee                                      September 25, 2009

/s/William McClayton
-------------------------------------
William McClayton*                         Trustee                                      September 25, 2009

/s/Rebecca W. Rimel
-------------------------------------
Rebecca W. Rimel*                          Trustee                                      September 25, 2009

/s/William N. Searcy, Jr.
-------------------------------------
William N. Searcy, Jr.*                    Trustee                                      September 25, 2009


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

/s/Jean Gleason Stromberg
-------------------------------------
Jean Gleason Stromberg*                    Trustee                                      September 25, 2009

/s/Robert H. Wadsworth
-------------------------------------
Robert H. Wadsworth*                       Trustee                                      September 25, 2009

/s/Axel Schwarzer
-------------------------------------
Axel Schwarzer*                            Trustee                                      September 25, 2009
</TABLE>


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


**       Attorney-in-fact pursuant to the powers of attorney as filed on April
         29, 2008 in Post-Effective Amendment No. 168 to the Registration
         Statement; and as filed on October 1, 2008 in Post-Effective Amendment
         No. 169 to the Registration Statement.





                                       2


<PAGE>




                                                              File No.  02-13628
                                                              File No. 811-00043



                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549



                                    EXHIBITS

                                       TO

                                    FORM N-1A

                        POST-EFFECTIVE AMENDMENT NO. 173
                            TO REGISTRATION STATEMENT

                                      UNDER

                           THE SECURITIES ACT OF 1933

                                       AND

                                AMENDMENT NO. 123
                            TO REGISTRATION STATEMENT

                                      UNDER

                       THE INVESTMENT COMPANY ACT OF 1940



                              DWS INVESTMENT TRUST




                                       10
<PAGE>


                              DWS INVESTMENT TRUST

                                  EXHIBIT INDEX
                                  -------------

                                     (h)(8)
                                     (h)(9)