UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D. C. 20549

 

FORM N-CSR

 

| Investment Company Act file number | 811-5970 |
|------------------------------------|----------|

 

Cash Account Trust

(Exact Name of Registrant as Specified in Charter)

 

345 Park Avenue

New York, NY 10154-0004

(Address of principal executive offices)             (Zip code)

 

Registrant’s Telephone Number, including Area Code:(212) 454-7190

 

Paul Schubert

345 Park Avenue

New York, NY 10154-0004

(Name and Address of Agent for Service)

 

| Date of fiscal year end: | 04/30 |
|--------------------------|-------|

 

| Date of reporting period: | 04/30/08 |
|---------------------------|----------|

 

 

**ITEM 1.**           **REPORT TO STOCKHOLDERS**

 

 

----

|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           | **ANNUAL REPORT TO SHAREHOLDERS**

**Capital Assets Funds Shares**

**Money Market Portfolio**

**Government & Agency Securities Portfolio**

**Tax-Exempt Portfolio**

**Capital Assets Funds Preferred Shares**

**Money Market Portfolio**

**April 30, 2008** |   |
|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|--------|
| **This report must be preceded or accompanied by a prospectus. To obtain a prospectus for any of our funds, call (800) 621-1048. We advise you to consider a portfolio's objectives, risks, charges and expenses carefully before investing. The prospectus contains this and other important information about a portfolio. Please read the prospectus carefully before you invest.**

*NOT FDIC/NCUA INSURED NO BANK GUARANTEE MAY LOSE VALUE                    NOT A DEPOSIT NOT INSURED BY ANY FEDERAL GOVERNMENT AGENCY* |                                                                                                                                                                                                                                                                  |

**Portfolio Management Review**

In the following interview, the portfolio management team discusses the market environment and the performance of Cash Account Trust — Capital Assets Funds Shares and Capital Assets Funds Preferred Shares during the 12-month period ended April 30, 2008.

*The views expressed in this report reflect those of the portfolio managers only through the end of the period stated above. The managers' views are subject to change at any time based on market and other conditions and should not be construed as a recommendation. Past performance is no guarantee of future results.*

**Q: Will you discuss the market environment for the portfolios during the most recent annual period?**

**A:** In early 2007, increasing defaults by subprime mortgage borrowers and losses on residential mortgage-backed securities had sparked volatility in the financial markets as investors wondered to what degree Wall Street and the banking community would be hurt by a retrenchment in this market. By the fall of 2007, it became clear that several financial firms would need to begin to remove debt from their        balance sheets and take significant writedowns. In the short end of the yield curve, asset-backed securities' yields rose sharply, reflecting investors' credit concerns, as did the London Interbank Offered Rate (LIBOR).1

December ended with an optimistic tone to the markets, but in January 2008 investors' anxieties returned in full force as pressures on the financial markets seemed to come from every direction. Economic data weakened significantly, the equity markets struggled, short-term credit markets experienced further dislocations and large and small investors tried to rid themselves of questionable credits. In addition, during the first        quarter of 2008, large hedge funds with sizeable portfolios of mortgage securities received margin calls from lenders, as the mortgage securities they were employing as collateral for other transactions were devalued by the marketplace. This led to more forced selling of billions of dollars of mortgage securities and additional credit market instability. In addition, Bear Stearns, the nation's fifth largest investment bank, had to be rescued from near bankruptcy by the New York Federal        Reserve Bank and JPMorgan Chase.

| **Portfolio Performance**(as of April 30, 2008)

**Performance is historical and does not guarantee future results. Current performance may be lower or higher than the performance data quoted.**

**An investment in a money market fund is not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency. Although money market funds seek to preserve the value of your investment at $1.00 per share, it is possible to lose money by investing in them.**                                                                                                                                                                                                                                                                                                                                                                                                                                                             |
|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| * *                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            | **7-Day Current Yield** |
| Money Market Portfolio — Capital Assets Funds Shares                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          | 1.99%* |
| Government & Agency Securities Portfolio — Capital Assets Funds Shares                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               | 1.44%* |
| Tax-Exempt Portfolio — Capital Assets Funds Shares                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            | 1.60%* |
| (Equivalent Taxable Yield)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          | 2.46%** |
| * *                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            | **7-Day Current Yield** |
| Money Market Portfolio — Capital Assets Funds Preferred Shares                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                | 2.40% |
| ***Yields are historical, will fluctuate, and do not guarantee future performance. The 7-day current yield refers to the income paid by the portfolios over a 7-day period expressed as an annual percentage rate. For the most current yield information, call (888) 466-4250.***
**Performance reflects a partial fee waiver which improved results during the period. Without the fee waivers, the 7-day current yield for Capital Assets Funds Shares would have been 1.97%, 1.43% and 1.58% for the Money Market Portfolio, Government & Agency Securities Portfolio and Tax-Exempt Portfolio, respectively, as of April 30, 2008.****The equivalent taxable yield allows you to compare with the performance of taxable money market funds. For the Tax-Exempt Portfolio, the equivalent taxable yield is based upon the marginal income tax rate of 35%. Income may be subject to local taxes and for some investors, the alternative minimum tax.* |

In the general "flight to quality" that ensued from these major events — amid a market atmosphere of fear and uncertainty over perceived credit quality — demand for short-term Treasury securities reached overwhelming levels as investors prized safety over all other considerations, including yield. By mid-March, the unprecedented level of market demand forced Treasury yields to historic lows.

In response to the "credit crunch," as well as to fears of an oncoming economic recession, the US Federal Reserve Board (the Fed) cut the federal funds rate a total of two and three quarter percentage points over six Federal Open Market Committee (FOMC) meetings from October 2007 to April 2008.2 As a means of restoring liquidity within the global monetary system (and restoring some normalcy to short-term Treasury        yield levels), the Fed also took a number of creative measures. These included the setting up of temporary securities auction facilities for banks and broker/dealers, and significantly easier credit terms from the Fed for these institutions. In April, the fact that the lending rate for the Fed's recently established auction facility for banks was significantly (and surprisingly) higher than the LIBOR led to market uncertainty and disruption. Over 10 days in mid-April, the LIBOR then        spiked based on investor scrutiny concerning whether LIBOR rates were too low, before retreating somewhat. With the federal funds rate cut on April 30, many observers surmised that the Fed's recent series of short-term rate reductions had concluded, and the tone of the credit markets once again seemed to be improving.

As of April 30, 2008, the three-month LIBOR stood at 2.85%, compared with 5.36% 12 months earlier.

**Q: In light of market conditions during the period, what has been the strategy for the Money Market Portfolio?**

**A:** Given the difficult situation throughout the investment markets during most of the period, and believing that the credit crunch would not be a short-term phenomenon, our strategy for managing through the situation was to emphasize liquidity and high credit quality while looking for ways to maximize yield potential when opportunities presented themselves. Over the period we increased the portfolio's        allocation to floating rate securities because of their attractive yield levels over LIBOR. We also limited asset-backed commercial paper exposure to one-month maturities and purchased fixed-rate securities in the two- to six-month portion of the yield curve, where yields were highest compared with the fed funds rate.

**Q: What has been the strategy for the Government & Agency Securities Portfolio?**

**A:** Through last November most of the Government & Agency Portfolio had been invested in overnight repurchase agreements because government and agency securities had grown so expensive based on heavy demand. As the Fed began to lower short-term rates in response to a wavering economy and the pervasive credit crunch, we looked to boost yield through selective purchases of floating-rate and agency        securities. The portfolio's holdings are currently "barbelled," with a significant position in overnight repurchase agreements for liquidity purposes, and the remainder in government and agency securities with somewhat longer maturities in pursuit of more attractive yield.

**Q: What has been the strategy for the Tax-Exempt Portfolio?**

**A:** In searching for possible investments, we continued to focus on the highest-quality securities while seeking competitive yields across the municipal investment spectrum. During a difficult period for the credit markets, we sought to balance higher yield with top quality by maintaining a strong position in floating-rate securities as we took advantage of comparatively higher floating-rate interest        coupons. The interest rate of floating-rate securities adjusts periodically based on indices such as the Securities Industry and Financial Market Association Index of Variable Rate Demand Notes.3 Because the interest rates of these instruments adjust as market conditions change, they provide flexibility in an uncertain interest rate environment. Within the portfolio's floating-rate positions, we maintained a significant allocation in municipal trust receipts        (MTRs).4 MTRs, which are financing vehicles for longer-term bonds, offer slightly higher yields and stronger liquidity assurances compared with conventional variable rate instruments.

In addition, we took a cautious approach in extending maturity. In part, this was because of the problems within the monoline insurance industry.5 Our policy was to look beyond insured-AAA ratings, examine the underlying creditworthiness of each issue closely, and choose what we consider to be safe and highly liquid securities.6 When considering longer-term fixed-rate securities, we limited our purchases to the        strongest credits.

**Q: What detracted from performance during the period?**

**A:** The types of securities that we were investing in — particularly during the second half of 2007 — tended to have lower yields than issues carrying more risk. We preferred to be cautious during this time of significant market turbulence. In the end this cost the portfolio some yield, but we believe that this represented a prudent approach to preserving principal.

**Q: Will you describe your investment philosophy?**

**A:** We continue our insistence on the highest credit quality within the portfolio. We also plan to maintain our conservative investment strategies and standards. We continue to apply a careful approach to investing on behalf of the portfolio and to seek competitive yield for our shareholders.

**Information About Each Portfolio's Expenses**

As an investor of a Portfolio, you incur two types of costs: ongoing expenses and transaction costs. Ongoing expenses include management fees, distribution and service (12b-1) fees and other Portfolio expenses. Examples of transaction costs include sales charges (loads), redemption fees and account maintenance fees, which are not shown in this section. The following tables are intended to help you understand your ongoing expenses        (in dollars) of investing in each Portfolio and to help you compare these expenses with the ongoing expenses of investing in other mutual funds. In the most recent six-month period, the Portfolios limited these expenses; had it not done so, expenses would have been higher for the Capital Assets Funds Shares and the Capital Assets Funds Preferred Shares. The example in the table is based on an investment of $1,000 invested at the beginning of the six-month period and held for the entire        period (November 1, 2007 to April 30, 2008).

The tables illustrate each Portfolio's expenses in two ways:

•**Actual Portfolio Return.** This helps you estimate the actual dollar amount of ongoing expenses (but not transaction costs) paid on a $1,000 investment in each Portfolio using each Portfolio's actual return during the period. To estimate the expenses you paid over the period, simply divide your account value by $1,000 (for example, an $8,600 account value divided by $1,000 =        8.6), then multiply the result by the number in the "Expenses Paid per $1,000" line under the share class you hold.

•**Hypothetical 5% Portfolio Return.** This helps you to compare each Portfolio's ongoing expenses (but not transaction costs) with those of other mutual funds using each Portfolio's actual expense ratio and a hypothetical rate of return of 5% per year before expenses. Examples using a 5% hypothetical fund return may be found in the shareholder reports of other mutual funds. The        hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period.

Please note that the expenses shown in these tables are meant to highlight your ongoing expenses only and do not reflect any transaction costs. The "Expenses Paid per $1,000" line of the tables is useful in comparing ongoing expenses only and will not help you determine the relative total expense of owning different funds. If these transaction costs had been included, your costs would have been higher.

**Capital Assets Funds Shares**

| **Expenses and Value of a $1,000 Investment**for the six months ended April 30, 2008 |
|-------------------------------------------------------------------------------------------------------------------------|
| **Actual Portfolio Return**                                                                                             | **Money Market Portfolio** | **Government & Agency Securities Portfolio** | **Tax-Exempt Portfolio** |
| Beginning Account Value 11/1/07                                                                                         | $1,000.00 | $ 1,000.00 | $ 1,000.00 |
| Ending Account Value 4/30/08                                                                                            | $ 1,016.10 | $ 1,014.70 | $ 1,009.70 |
| Expenses Paid per $1,000*                                                                                               | $ 5.11 | $ 5.06 | $ 5.05 |
| **Hypothetical 5% Portfolio Return**                                                                                    |   |   |   |
| Beginning Account Value 11/1/07                                                                                         | $ 1,000.00 | $ 1,000.00 | $ 1,000.00 |
| Ending Account Value 4/30/08                                                                                            | $ 1,019.79 | $ 1,019.89 | $ 1,019.84 |
| Expenses Paid per $1,000*                                                                                               | $ 5.12 | $ 5.07 | $ 5.07 |

| **Annualized Expense Ratios** | **Money Market Portfolio** | **Government & Agency Securities Portfolio** | **Tax-Exempt Portfolio** |
|-------------------------------|----------------------------|--------------------------------------------------|--------------------------|
| Capital Assets Funds Shares   | 1.02%                      | 1.01%                                            | 1.01%                    |

For more information, please refer to each Portfolio's prospectus.

**Capital Assets Funds Preferred Shares**

| **Expenses and Value of a $1,000 Investment**for the six months ended April 30, 2008 |
|-------------------------------------------------------------------------------------------------------------------------|
| **Actual Portfolio Return**                                                                                             | **Money Market Portfolio** |
| Beginning Account Value 11/1/07                                                                                         | $ 1,000.00 |
| Ending Account Value 4/30/08                                                                                            | $ 1,018.30 |
| Expenses Paid per $1,000*                                                                                               | $ 3.06 |
| **Hypothetical 5% Portfolio Return**                                                                                    |   |
| Beginning Account Value 11/1/07                                                                                         | $ 1,000.00 |
| Ending Account Value 4/30/08                                                                                            | $ 1,021.83 |
| Expenses Paid per $1,000*                                                                                               | $ 3.07 |

| **Annualized Expense Ratio**          | **Money Market Portfolio** |
|---------------------------------------|----------------------------|
| Capital Assets Funds Preferred Shares | .61%                       |

For more information, please refer to the Portfolio's prospectus.

**Portfolio Summary**

**Money Market Portfolio**

| **Asset Allocation**                   | **4/30/08** | **4/30/07** |
|----------------------------------------|-------------|-------------|
|                                   |        |        |
| Commercial Paper                       | 45%         | 38%         |
| Short-Term Notes                       | 25%         | 29%         |
| Certificates of Deposit and Bank Notes | 22%         | 24%         |
| Repurchase Agreements                  | 3%          | 4%          |
| Government & Agency Obligations    | 2%          | —     |
| Master Notes                           | 2%          | 1%          |
| Time Deposits                          | 1%          | —     |
| Promissory Notes                       | —     | 3%          |
| Funding Agreements                     | —     | 1%          |
|                                   | 100%        | 100%        |

| **Weighted Average Maturity**                     | **4/30/08** | **4/30/07** |
|---------------------------------------------------|-------------|-------------|
|                                              |        |        |
| Cash Account Trust — Money Market Portfolio | 45 days     | 33 days     |
| First Tier Retail Money Fund Average*             | 46 days     | 41 days     |

*Asset allocation and weighted average maturity are subject to change. For more complete details about the Portfolio's holdings, see pages 11-16. A quarterly Fact Sheet is available upon request. Information concerning portfolio holdings of the Portfolio will be posted to www.dws-scudder.com on or after the 14th day of the following month. In addition, the Portfolio's        top ten holdings and other information about the Portfolio is posted on www.dws-scudder.com as of the calendar quarter-end on or after the 14th day following quarter-end.*

**Investment Portfolioas of April 30, 2008**

**Money Market Portfolio**

|                                                                                                          | **Principal Amount ($)** | **Value ($)**  |
|---------------------------------------------------------------------------------------------------------------|--------------------------|----------------|
|                                                                                                          |                     |
| **Certificates of Deposit and Bank Notes 21.9%**                                                              |
| ABN AMRO Bank NV:                                                                                             |                     |           |
| 2.525%, 6/18/2008                                                                                             | 60,000,000               | 60,000,397     |
| 2.99%, 6/16/2008                                                                                              | 48,000,000               | 47,999,940     |
| Banco Santander SA:                                                                                           |                     |           |
| 2.67%, 10/3/2008                                                                                              | 24,000,000               | 23,992,568     |
| 3.91%, 5/16/2008                                                                                              | 35,000,000               | 35,000,432     |
| 4.22%, 6/16/2008                                                                                              | 40,000,000               | 40,003,515     |
| Bank of Scotland PLC:                                                                                         |                     |           |
| 2.85%, 7/9/2008                                                                                               | 55,700,000               | 55,700,000     |
| 3.02%, 5/15/2008                                                                                              | 25,000,000               | 25,000,000     |
| 4.5%, 11/19/2008                                                                                              | 20,000,000               | 20,000,000     |
| 4.93%, 10/9/2008                                                                                              | 10,000,000               | 10,000,000     |
| Barclays Bank PLC, 3.15%, 7/30/2008                                                                           | 45,480,000               | 45,480,000     |
| BNP Paribas, 4.4%, 7/7/2008                                                                                   | 20,000,000               | 20,000,364     |
| Calyon:                                                                                                       |                     |           |
| 3.0%, 10/22/2008                                                                                              | 45,000,000               | 45,000,000     |
| 4.03%, 7/14/2008                                                                                              | 15,000,000               | 15,000,000     |
| Citibank NA, 3.01%, 5/15/2008                                                                                 | 32,500,000               | 32,500,000     |
| Credit Agricole SA, 3.1%, 5/2/2008                                                                            | 45,000,000               | 45,000,025     |
| Credit Industriel et Commercial:                                                                              |                     |           |
| 2.665%, 6/19/2008                                                                                             | 60,000,000               | 60,000,406     |
| 2.925%, 7/17/2008                                                                                             | 42,000,000               | 42,000,446     |
| 2.93%, 7/9/2008                                                                                               | 44,200,000               | 44,200,420     |
| JPMorgan Chase Bank NA:                                                                                       |                     |           |
| 2.8%, 8/11/2008                                                                                               | 38,000,000               | 38,000,000     |
| 4.75%, 6/10/2008                                                                                              | 22,000,000               | 22,000,000     |
| Landesbank Hessen-Thueringen Girozentrale, 3.1%, 5/5/2008                                                | 47,900,000               | 47,900,000     |
| Mizuho Corporate Bank Ltd., 2.95%, 7/31/2008                                                                  | 58,000,000               | 58,000,000     |
| Natixis, 3.1%, 5/23/2008                                                                                      | 15,000,000               | 15,000,000     |
| Societe Generale, 2.98%, 7/7/2008                                                                             | 45,000,000               | 45,000,000     |
| Toronto-Dominion Bank:                                                                                        |                     |           |
| 2.68%, 8/18/2008                                                                                              | 20,000,000               | 20,015,530     |
| 2.86%, 9/8/2008                                                                                               | 24,000,000               | 24,000,854     |
| UBS AG:                                                                                                       |                     |           |
| 3.33%, 5/23/2008                                                                                              | 51,000,000               | 51,000,000     |
| 4.03%, 7/11/2008                                                                                              | 10,580,000               | 10,580,614     |
| 4.3%, 7/8/2008                                                                                                | 70,000,000               | 70,000,000     |
| **Total Certificates of Deposit and Bank Notes** (Cost $1,068,375,511)                                        | **1,068,375,511**        |
|                                                                                                          |
| **Commercial Paper 45.9%**                                                                                    |
| **Issued at Discount** 39.8%**                                                                                |
| Amsterdam Funding Corp., 2.97%, 5/20/2008                                                                     | 40,000,000               | 39,937,300     |
| AstraZeneca PLC:                                                                                              |                     |           |
| 2.26%, 9/29/2008                                                                                              | 30,700,000               | 30,408,981     |
| 2.35%, 10/15/2008                                                                                             | 50,850,000               | 50,295,664     |
| 2.71%, 11/24/2008                                                                                             | 24,000,000               | 23,626,020     |
| 2.88%, 8/20/2008                                                                                              | 15,000,000               | 14,866,800     |
| 3.67%, 7/17/2008                                                                                              | 20,000,000               | 19,843,006     |
| 4.05%, 7/7/2008                                                                                               | 18,840,000               | 18,697,994     |
| 4.205%, 6/3/2008                                                                                              | 20,000,000               | 19,922,908     |
| AT&T Inc:                                                                                                 |                     |           |
| 2.25%, 5/5/2008                                                                                               | 10,000,000               | 9,997,500      |
| 2.25%, 5/19/2008                                                                                              | 12,000,000               | 11,986,500     |
| Bank of Scotland PLC:                                                                                         |                     |           |
| 2.55%, 6/18/2008                                                                                              | 62,000,000               | 61,789,200     |
| 2.95%, 7/29/2008                                                                                              | 40,000,000               | 39,708,278     |
| Caisse Nationale des Caisses d'Epargne et de Prevoyance:                                                      |                     |           |
| 2.85%, 7/7/2008                                                                                               | 20,000,000               | 19,893,917     |
| 2.96%, 8/7/2008                                                                                               | 32,000,000               | 31,744,782     |
| 2.96%, 8/12/2008                                                                                              | 20,000,000               | 19,832,267     |
| Cancara Asset Securitisation LLC:                                                                             |                     |           |
| 2.82%, 5/14/2008                                                                                              | 45,000,000               | 44,954,175     |
| 2.85%, 5/12/2008                                                                                              | 33,950,000               | 33,920,435     |
| 2.85%, 5/19/2008                                                                                              | 20,000,000               | 19,971,500     |
| 2.95%, 5/27/2008                                                                                              | 50,000,000               | 49,893,472     |
| Chariot Funding LLC, 2.87%, 6/6/2008                                                                          | 10,000,000               | 9,971,300      |
| Citibank Credit Card Issuance Trust, 3.5%, 5/28/2008                                                          | 49,000,000               | 48,871,375     |
| Eksportfinans AS, 2.5%, 6/30/2008                                                                             | 18,000,000               | 17,925,000     |
| General Electric Capital Corp.:                                                                               |                     |           |
| 2.75%, 9/19/2008                                                                                              | 24,000,000               | 23,741,500     |
| 3.0%, 5/27/2008                                                                                               | 35,000,000               | 34,924,167     |
| 3.92%, 9/30/2008                                                                                              | 25,000,000               | 24,586,222     |
| Giro Balanced Funding Corp.:                                                                                  |                     |           |
| 3.275%, 5/19/2008                                                                                             | 45,000,000               | 44,926,313     |
| 3.29%, 5/23/2008                                                                                              | 30,000,000               | 29,939,683     |
| Greenwich Capital Holdings, Inc.:                                                                             |                     |           |
| 3.72%, 5/23/2008                                                                                              | 20,000,000               | 19,954,533     |
| 3.8%, 5/23/2008                                                                                               | 10,000,000               | 9,976,778      |
| 4.81%, 5/28/2008                                                                                              | 21,900,000               | 21,820,996     |
| International Lease Finance Corp., 2.85%, 5/19/2008                                                           | 25,000,000               | 24,964,375     |
| Johnson & Johnson, 1.9%, 7/7/2008                                                                         | 10,000,000               | 9,964,639      |
| JPMorgan Chase & Co., 2.49%, 9/29/2008                                                                    | 42,100,000               | 41,660,301     |
| KBC Financial Products International Ltd.:                                                                    |                     |           |
| 2.975%, 8/19/2008                                                                                             | 38,000,000               | 37,654,569     |
| 4.22%, 7/11/2008                                                                                              | 22,300,000               | 22,114,402     |
| Lehman Brothers Holdings, Inc., 3.05%, 5/19/2008                                                              | 25,000,000               | 24,961,875     |
| Liberty Street Funding LLC:                                                                                   |                     |           |
| 3.19%, 5/21/2008                                                                                              | 28,000,000               | 27,951,000     |
| 2.82%, 5/12/2008                                                                                              | 20,000,000               | 19,982,767     |
| 2.84%, 6/13/2008                                                                                              | 10,000,000               | 9,966,078      |
| 3.0%, 7/25/2008                                                                                               | 5,000,000                | 4,964,583      |
| 3.02%, 5/23/2008                                                                                              | 20,000,000               | 19,963,089     |
| 3.05%, 5/23/2008                                                                                              | 10,000,000               | 9,981,361      |
| Nestle Capital Corp.:                                                                                         |                     |           |
| 2.49%, 12/17/2008                                                                                             | 15,000,000               | 14,761,375     |
| 4.3%, 10/31/2008                                                                                              | 5,000,000                | 4,890,708      |
| Nissan Motor Acceptance Corp., 3.1%, 5/28/2008                                                                | 22,000,000               | 21,948,850     |
| Old Line Funding LLC:                                                                                         |                     |           |
| 3.12%, 5/30/2008                                                                                              | 25,400,000               | 25,336,161     |
| 3.15%, 5/9/2008                                                                                               | 50,000,000               | 49,965,000     |
| Pepsico Inc., 2.1%, 5/19/2008                                                                                 | 15,000,000               | 14,984,250     |
| Perry Global Funding LLC, 4.0%, 5/2/2008                                                                      | 25,000,000               | 24,997,222     |
| Pfizer, Inc.:                                                                                                 |                     |           |
| 2.685%, 8/6/2008                                                                                              | 30,000,000               | 29,782,963     |
| 4.4%, 5/14/2008                                                                                               | 30,000,000               | 29,952,333     |
| 4.41%, 5/16/2008                                                                                              | 10,000,000               | 9,981,625      |
| Royal Bank of Scotland Group PLC, 4.25%, 6/9/2008                                                             | 25,000,000               | 24,884,896     |
| Scaldis Capital LLC:                                                                                          |                     |           |
| 3.0%, 5/21/2008                                                                                               | 45,000,000               | 44,925,000     |
| 3.0%, 5/29/2008                                                                                               | 20,000,000               | 19,953,333     |
| 3.01%, 5/28/2008                                                                                              | 36,000,000               | 35,918,730     |
| Scotiabanc, Inc., 3.02%, 5/13/2008                                                                            | 8,000,000                | 7,991,947      |
| Sheffield Receivables Corp.:                                                                                  |                     |           |
| 2.8%, 5/21/2008                                                                                               | 30,000,000               | 29,953,333     |
| 2.9%, 5/21/2008                                                                                               | 46,500,000               | 46,425,083     |
| Societe Generale North America, Inc.:                                                                         |                     |           |
| 3.15%, 10/22/2008                                                                                             | 45,000,000               | 44,314,875     |
| 4.0%, 7/7/2008                                                                                                | 20,000,000               | 19,851,111     |
| Starbird Funding Corp.:                                                                                       |                     |           |
| 3.06%, 5/28/2008                                                                                              | 10,000,000               | 9,977,050      |
| 3.2%, 5/28/2008                                                                                               | 45,000,000               | 44,892,000     |
| Suncorp-Metway Ltd., 3.04%, 7/28/2008                                                                         | 34,000,000               | 33,747,342     |
| Swedbank AB, 2.95%, 7/30/2008                                                                                 | 56,625,000               | 56,207,391     |
| Teachers Insurance & Annuity Association, 2.18%, 5/5/2008                                                 | 10,000,000               | 9,997,578      |
| Total Capital SA, 2.25%, 6/30/2008                                                                            | 25,000,000               | 24,906,250     |
| Toyota Motor Credit Corp., 2.25%, 10/3/2008                                                                   | 25,000,000               | 24,757,813     |
| Tulip Funding Corp., 3.17%, 5/7/2008                                                                          | 20,000,000               | 19,989,433     |
| United Parcel Service, Inc., 4.18%, 5/30/2008                                                                 | 10,000,000               | 9,966,328      |
| Verizon Communications, Inc.:                                                                                 |                     |           |
| 2.52%, 5/6/2008                                                                                               | 10,000,000               | 9,996,500      |
| 2.62%, 5/5/2008                                                                                               | 10,000,000               | 9,997,089      |
| 2.67%, 5/8/2008                                                                                               | 10,000,000               | 9,994,808      |
| 2.74%, 5/19/2008                                                                                              | 15,000,000               | 14,979,450     |
| Victory Receivables Corp., 2.8%, 5/15/2008                                                                    | 35,000,000               | 34,961,889     |
| Westpac Banking Corp.:                                                                                        |                     |           |
| 2.87%, 6/5/2008                                                                                               | 15,300,000               | 15,257,309     |
| 2.98%, 5/2/2008                                                                                               | 15,000,000               | 14,998,758     |
|                                                                                                          | **1,947,503,388**        |
| **Issued at Par 6.1%**                                                                                        |
| Atlantis One Funding Corp., 2.6%, 5/1/2008                                                                    | 40,000,000               | 40,000,000     |
| Chariot Funding LLC, 2.5%, 5/1/2008                                                                           | 15,000,000               | 15,000,000     |
| CVS Caremark Corp., 2.95%, 5/1/2008                                                                           | 40,000,000               | 40,000,000     |
| Dexia Delaware LLC, 2.29%, 5/1/2008                                                                           | 25,729,000               | 25,729,000     |
| Kellogg Co., 3.3%, 5/1/2008                                                                                   | 15,000,000               | 15,000,000     |
| Lehman Brothers Holdings, Inc., 2.7%, 5/1/2008                                                                | 20,000,000               | 20,000,000     |
| Natexis Banques Populaires US Finance Co., LLC, 2.4%, 5/1/2008                                           | 40,000,000               | 40,000,000     |
| Nieuw Amsterdam Receivables Corp., 2.6%, 5/1/2008                                                             | 45,000,000               | 45,000,000     |
| Ranger Funding Co., LLC, 2.5%, 5/1/2008                                                                       | 12,192,000               | 12,192,000     |
| Romulus Funding Corp., 3.25%, 5/1/2008                                                                        | 10,000,000               | 10,000,000     |
| Starbird Funding Corp., 2.65%, 5/1/2008                                                                       | 20,000,000               | 20,000,000     |
| Volkswagen of America, 2.95%, 5/1/2008                                                                        | 15,000,000               | 15,000,000     |
|                                                                                                          | **297,921,000**          |
| **Total Commercial Paper** (Cost $2,245,424,388)                                                              | **2,245,424,388**        |
|                                                                                                          |
| **Short Term Notes* 25.3%**                                                                                   |
| Abbey National Treasury Services PLC:                                                                         |                     |           |
| 3.26%, 2/20/2009                                                                                              | 25,000,000               | 25,000,000     |
| 3.315%, 4/24/2009                                                                                             | 17,500,000               | 17,500,000     |
| Alliance & Leicester PLC, 2.758%, 8/7/2008                                                                | 50,000,000               | 50,000,000     |
| ANZ National (International) Ltd., 144A, 3.21%, 4/10/2009                                                     | 12,500,000               | 12,500,000     |
| Australia & New Zealand Banking Group Ltd.:                                                               |                     |           |
| 2.917%, 8/22/2008                                                                                             | 20,000,000               | 20,000,000     |
| 144A, 3.35%, 5/1/2009                                                                                         | 25,000,000               | 25,000,000     |
| Bank of America NA:                                                                                           |                     |           |
| 2.315%, 5/16/2008                                                                                             | 15,000,000               | 15,000,000     |
| 3.208%, 5/1/2009                                                                                              | 40,000,000               | 40,000,000     |
| Bank of Ireland, 2.905%, 8/19/2008                                                                            | 100,000,000              | 100,000,000    |
| Bank of Scotland PLC, 4.614%, 5/6/2009                                                                        | 30,000,000               | 30,000,000     |
| BMW (UK) Capital PLC, 2.735%, 8/14/2008                                                                       | 20,000,000               | 20,000,000     |
| BNP Paribas:                                                                                                  |                     |           |
| 2.886%, 8/25/2008                                                                                             | 35,000,000               | 35,000,000     |
| 4.079%, 2/13/2009                                                                                             | 15,000,000               | 15,000,000     |
| Canadian Imperial Bank of Commerce:                                                                           |                     |           |
| 2.41%, 6/9/2008                                                                                               | 14,000,000               | 14,000,000     |
| 2.773%, 7/18/2008                                                                                             | 15,000,000               | 14,993,769     |
| Commonwealth Bank of Australia:                                                                               |                     |           |
| 2.703%, 12/18/2008                                                                                            | 10,000,000               | 9,998,355      |
| 2.915%, 9/23/2008                                                                                             | 30,000,000               | 30,000,000     |
| Credit Agricole SA:                                                                                           |                     |           |
| 2.568%, 7/22/2008                                                                                             | 35,000,000               | 35,000,000     |
| 144A, 2.828%, 4/22/2009                                                                                       | 40,000,000               | 40,000,000     |
| DNB NOR Bank ASA, 2.895%, 9/24/2008                                                                           | 30,000,000               | 30,000,000     |
| HSBC Bank USA NA, 2.725%, 8/15/2008                                                                           | 165,000,000              | 165,000,465    |
| HSBC Finance Corp., 2.761%, 8/6/2008                                                                          | 30,000,000               | 30,000,000     |
| ING Bank NV, 144A, 3.281%, 3/26/2009                                                                          | 12,500,000               | 12,500,000     |
| Intesa Bank Ireland PLC, 2.905%, 8/22/2008                                                                    | 21,000,000               | 21,000,000     |
| JPMorgan Chase & Co., 2.723%, 4/3/2009                                                                    | 40,100,000               | 40,098,109     |
| Marshall & Ilsley Bank, 2.725%, 8/14/2008                                                                 | 35,000,000               | 35,000,000     |
| Metropolitan Life Global Funding I, 144A, 2.96%, 5/8/2009                                                     | 7,500,000                | 7,500,000      |
| National Australia Bank Ltd.:                                                                                 |                     |           |
| 3.045%, 4/7/2009                                                                                              | 17,500,000               | 17,500,000     |
| 3.27%, 2/19/2009                                                                                              | 25,000,000               | 25,000,000     |
| Natixis, 3.24%, 4/6/2009                                                                                      | 37,250,000               | 37,250,000     |
| Nordea Bank AB, 2.724%, 9/8/2008                                                                              | 30,000,000               | 30,000,000     |
| Procter & Gamble International Funding SCA, 3.14%, 2/19/2009                                         | 7,500,000                | 7,500,000      |
| Rabobank Nederland NV, 144A, 2.89%, 4/30/2009                                                                 | 25,000,000               | 25,000,000     |
| Royal Bank of Canada, 144A, 3.251%, 5/15/2009                                                                 | 25,000,000               | 25,000,000     |
| Skandinaviska Enskilda Banken AB:                                                                             |                     |           |
| 2.734%, 8/8/2008                                                                                              | 50,000,000               | 50,000,000     |
| 2.752%, 8/19/2008                                                                                             | 25,000,000               | 25,000,000     |
| Toyota Motor Credit Corp., 2.48%, 3/12/2009                                                                   | 15,000,000               | 15,000,000     |
| UniCredit SpA, 2.693%, 5/2/2008                                                                               | 22,000,000               | 22,000,000     |
| UniCredito Italiano Bank (Ireland) PLC:                                                                       |                     |           |
| 2.737%, 8/13/2008                                                                                             | 25,000,000               | 25,000,000     |
| 2.744%, 8/8/2008                                                                                              | 42,000,000               | 42,000,000     |
| **Total Short Term Notes** (Cost $1,236,340,698)                                                              | **1,236,340,698**        |
|                                                                                                          |
| **Master Notes 1.7%**                                                                                         |
| Citigroup Global Markets, Inc., 2.587%*, 5/1/2008 (a) (Cost $82,000,000)                                 | 82,000,000               | **82,000,000** |
| * *                                                                                                      |
| **Time Deposit 1.0%**                                                                                         |
| BNP Paribas, 2.437%, 5/1/2008 (Cost $50,000,000)                                                              | 50,000,000               | **50,000,000** |
| **Government & Agency Obligations 2.5%**                                                                  |
| **US Government Sponsored Agencies 2.1%**                                                                     |
| Federal Home Loan Bank:                                                                                       |                     |           |
| 2.49%*, 4/3/2009                                                                                              | 12,700,000               | 12,700,000     |
| 4.1%**, 7/22/2008                                                                                             | 12,000,000               | 11,887,933     |
| Federal Home Loan Mortgage Corp., 4.15%**, 6/9/2008                                                           | 12,000,000               | 11,946,050     |
| Federal National Mortgage Association:                                                                        |                     |           |
| 2.45%*, 9/3/2009                                                                                              | 50,000,000               | 49,996,653     |
| 3.73%**, 5/29/2008                                                                                            | 15,000,000               | 14,956,483     |
|                                                                                                          | **101,487,119**          |
| **US Treasury Obligation 0.4%**                                                                               |
| US Treasury Bill, 1.6%**, 10/23/2008                                                                          | 20,000,000               | **19,844,445** |
| **Total Government & Agency Obligations** (Cost $121,331,564)                                             | **121,331,564**          |
|                                                                                                          |
| **Repurchase Agreements 2.6%**                                                                                |
| Banc of America Securities LLC, 2.0%, dated 4/30/2008, to be repurchased at $31,001,722 on 5/1/2008 (b)  | 31,000,000               | 31,000,000     |
| BNP Paribas, 2.0%, dated 4/30/2008, to be repurchased at $24,997,789 on 5/1/2008 (c)                          | 24,996,400               | 24,996,400     |
| Greenwich Capital Markets, Inc., 2.0%, dated 4/30/2008, to be repurchased at $70,264,873 on 5/1/2008 (d) | 70,260,970               | 70,260,970     |
| **Total Repurchase Agreements** (Cost $126,257,370)                                                           | **126,257,370**          |

|                                                       | **% of Net Assets** | **Value ($)**     |
|------------------------------------------------------------|---------------------|-------------------|
|                                                       |                |
| **Total Investment Portfolio** (Cost $4,929,729,531)+ | 100.9               | **4,929,729,531** |
| **Other Assets and Liabilities, Net**                      | (0.9)               | **(42,736,174)**  |
| **Net Assets**                                             | 100.0               | **4,886,993,357** |

*144A: Security exempt from registration under Rule 144A of the Securities Act of 1933. These securities may be resold in transactions exempt from registration, normally to qualified institutional buyers.*

*The accompanying notes are an integral part of the financial statements.*

**Financial Statements**

**Money Market Portfolio**

| **Statement of Assets and Liabilities**as of April 30, 2008      |
|------------------------------------------------------------------|
| **Assets**                                                       | **Money Market Portfolio** |
| Investments:
Investments in securities, valued at amortized cost | $ 4,803,472,161 |
| Repurchase agreements, valued at amortized cost                  | 126,257,370 |
| Total investments, valued at amortized cost                      | 4,929,729,531 |
| Cash                                                             | 310 |
| Interest receivable                                              | 11,271,611 |
| Receivable for Portfolio shares sold                             | 3,727,589 |
| Other assets                                                     | 159,314 |
| Total assets                                                     | 4,944,888,355 |
| **Liabilities**                                                  |
| Payable for investments purchased                                | 51,577,049 |
| Dividends payable                                                | 58,423 |
| Payable for Portfolio shares redeemed                            | 33,673 |
| Accrued management fee                                           | 676,442 |
| Other accrued expenses and payables                              | 5,549,411 |
| Total liabilities                                                | 57,894,998 |
| **Net assets, at value**                                         | **$ 4,886,993,357** |
| **Net Assets Consist of**                                        |
| Undistributed net investment income                              | 107,748 |
| Accumulated net realized gain (loss)                             | 476,973 |
| Paid-in capital                                                  | 4,886,408,636 |
| **Net assets, at value**                                         | **$ 4,886,993,357** |

*The accompanying notes are an integral part of the financial statements.*

| **Statement of Assets and Liabilities**as of April 30, 2008 (continued)                                                                                                                                                                                       |
|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| **Net Asset Value**                                                                                                                                                                                                                                           | **Money Market Portfolio** |
| **Capital Assets Funds Shares**
**Net Asset Value,** offering and redemption price per share ($1,056,775,882 ÷ 1,056,481,985 outstanding shares of beneficial interest, $.01 par value, unlimited number of shares authorized)     | **$ 1.00** |
| **Capital Assets Funds Preferred Shares**
**Net Asset Value,** offering and redemption price per share ($74,951,906 ÷ 74,946,910 outstanding shares of beneficial interest, $.01 par value, unlimited number of shares authorized) | **$ 1.00** |
| **Davidson Cash Equivalent Shares**
**Net Asset Value,** offering and redemption price per share ($59,250,651 ÷ 59,227,116 outstanding shares of beneficial interest, $.01 par value, unlimited number of shares authorized)       | **$ 1.00** |
| **Davidson Cash Equivalent Plus Shares**
**Net Asset Value,** offering and redemption price per share ($11,669,241 ÷ 11,664,101 outstanding shares of beneficial interest, $.01 par value, unlimited number of shares authorized)  | **$ 1.00** |
| **Institutional Money Market Shares**
**Net Asset Value,** offering and redemption price per share ($129,405,200 ÷ 129,359,365 outstanding shares of beneficial interest, $.01 par value, unlimited number of shares authorized)   | **$ 1.00** |
| **Institutional Select Money Market Shares**
**Net Asset Value,** offering and redemption price per share ($10,353 ÷ 10,351 outstanding shares of beneficial interest, $.01 par value, unlimited number of shares authorized)           | **$ 1.00** |
| **Premier Money Market Shares**
**Net Asset Value,** offering and redemption price per share ($1,901,637,716 ÷ 1,901,025,523 outstanding shares of beneficial interest, $.01 par value, unlimited number of shares authorized)     | **$ 1.00** |
| **Premium Reserve Money Market Shares**
**Net Asset Value,** offering and redemption price per share ($403,868,930 ÷ 403,696,405 outstanding shares of beneficial interest, $.01 par value, unlimited number of shares authorized) | **$ 1.00** |
| **Service Shares**
**Net Asset Value,** offering and redemption price per share ($1,249,423,478 ÷ 1,249,105,985 outstanding shares of beneficial interest, $.01 par value, unlimited number of shares authorized)                  | **$ 1.00** |

*The accompanying notes are an integral part of the financial statements.*

| **Statement of Operations**for the year ended April 30, 2008        |
|---------------------------------------------------------------------|
| **Investment Income**                                               | **Money Market Portfolio** |
| Income:Interest                                                     | $ 215,991,014 |
| Expenses:Management fee                                             | 7,185,497 |
| Services to shareholders                                            | 10,386,859 |
| Custodian fees                                                      | 166,437 |
| Distribution and service fees                                       | 22,997,360 |
| Professional fees                                                   | 196,111 |
| Trustees' fees and expenses                                         | 345,205 |
| Reports to shareholders                                             | 1,324,714 |
| Registration fees                                                   | 190,930 |
| Other                                                               | 146,050 |
| Total expenses before expense reductions                            | 42,939,163 |
| Expense reductions                                                  | (871,062) |
| Total expenses after expense reductions                             | 42,068,101 |
| **Net investment income**                                           | **173,922,913** |
| Net realized gain (loss) from investments                           | 1,238,499 |
| **Net increase (decrease) in net assets resulting from operations** | **$ 175,161,412** |

*The accompanying notes are an integral part of the financial statements.*

| **Statement of Changes in Net Assets**                                                                                  | **Money Market Portfolio** |
|-------------------------------------------------------------------------------------------------------------------------|----------------------------|
| **Increase (Decrease) in Net Assets**                                                                                   | **Years Ended April 30,**  |
| **2008**                                                                                                                | **2007**                   |
| Operations:Net investment income                                                                                        | $ 173,922,913              | $ 200,559,589 |
| Net realized gain (loss)                                                                                                | 1,238,499                  | 9,799 |
| Net increase in net assets resulting from operations                                                                    | 175,161,412                | 200,569,388 |
| Distributions to shareholders from:Net investment income:
Capital Assets Funds Shares                                   | (38,939,202)               | (36,724,741) |
| Capital Assets Funds Preferred Shares                                                                                   | (1,467,806)                | (3,836) |
| Davidson Cash Equivalent Shares                                                                                         | (4,569,026)                | (18,279,052) |
| Davidson Cash Equivalent Plus Shares                                                                                    | (1,270,189)                | (8,466,268) |
| Institutional Money Market Shares                                                                                       | (6,268,422)                | (5,459,807) |
| Institutional Select Money Market Shares                                                                                | (121)                      | (12) |
| Premier Money Market Shares                                                                                             | (62,576,183)               | (77,585,050) |
| Premium Reserve Money Market Shares                                                                                     | (12,917,522)               | (13,590,652) |
| Service Shares                                                                                                          | (45,914,443)               | (40,450,171) |
| Total distributions                                                                                                     | (173,922,914)              | (200,559,589) |
| Portfolio share transactions:Proceeds from shares sold                                                                  | 6,331,024,341              | 5,148,526,894 |
| Reinvestment of distributions                                                                                           | 172,853,502                | 200,601,501 |
| Cost of shares redeemed                                                                                                 | (5,773,489,067)            | (8,090,063,170) |
| Net increase (decrease) in net assets from Portfolio share transactions                                                 | 730,388,776                | (2,740,934,775) |
| **Increase (decrease) in net assets**                                                                                   | 731,627,274                | (2,740,924,976) |
| Net assets at beginning of period                                                                                       | 4,155,366,083              | 6,896,291,059 |
| Net assets at end of period (including undistributed net investment income of $107,748 and $107,749, respectively) | **$ 4,886,993,357**        | **$ 4,155,366,083** |

*The accompanying notes are an integral part of the financial statements.*

**Financial Highlights**

| **Money Market Portfolio                    Capital Assets Funds Shares**                                                                                                           |
|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| **Years Ended April 30,**                                                                                                                                                           | **2008** | **2007** | **2006a** |
| **Selected Per Share Data**                                                                                                                                                         |
| **Net asset value, beginning of period**                                                                                                                                            | **$ 1.00** | **$ 1.00** | **$ 1.00** |
| Net investment income                                                                                                                                                               | .038 | .043 | .026 |
| Less distributions from net investment income                                                                                                                                       | (.038) | (.043) | (.026) |
| **Net asset value, end of period**                                                                                                                                                  | **$ 1.00** | **$ 1.00** | **$ 1.00** |
| Total Return (%)b                                                                                                                                                                   | 3.90 | 4.38 | 2.72** |
| **Ratios to Average Net Assets and Supplemental Data**                                                                                                                              |
| Net assets, end of period ($ millions)                                                                                                                                         | 1,057 | 979 | 775 |
| Ratio of expenses before expense reductions (%)                                                                                                                                | 1.05 | 1.04 | 1.02* |
| Ratio of expenses after expense reductions (%)                                                                                                                                 | 1.03 | 1.00 | 1.00* |
| Ratio of net investment income (%)                                                                                                                                             | 3.78 | 4.28 | 3.06* |
| a*For the period from June 15, 2005 (inception date) to April 30, 2006.*b*Total return would have been lower had certain expenses not been reduced.***Annualized****Not annualized* |

| **Money Market Portfolio                    Capital Assets Funds Preferred Shares**                                                                                                                                                                                                                                                        |
|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| **Years Ended April 30,**                                                                                                                                                                                                                                                                                                                  | **2008** | **2007** | **2006a** |
| **Selected Per Share Data**                                                                                                                                                                                                                                                                                                                |
| **Net asset value, beginning of period**                                                                                                                                                                                                                                                                                                   | **$ 1.00** | **$ 1.00** | **$ 1.00** |
| Net investment income                                                                                                                                                                                                                                                                                                                      | .042 | .047 | .030 |
| Less distributions from net investment income                                                                                                                                                                                                                                                                                              | (.042) | (.047) | (.030) |
| **Net asset value, end of period**                                                                                                                                                                                                                                                                                                         | **$ 1.00** | **$ 1.00** | **$ 1.00** |
| Total Return (%)b                                                                                                                                                                                                                                                                                                                          | 4.30 | 4.80 | 3.01** |
| **Ratios to Average Net Assets and Supplemental Data**                                                                                                                                                                                                                                                                                     |
| Net assets, end of period ($ millions)                                                                                                                                                                                                                                                                                                | 75 | .063 | .074 |
| Ratio of expenses before expense reductions (%)                                                                                                                                                                                                                                                                                       | .66 | .67 | .64* |
| Ratio of expenses after expense reductions (%)                                                                                                                                                                                                                                                                                        | .61 | .60 | .60* |
| Ratio of net investment income (%)                                                                                                                                                                                                                                                                                                    | 4.20 | 4.68 | 2.61c* |
| a*For the period from June 23, 2005 (inception date) to April 30, 2006.*b*Total return would have been lower had certain expenses not been reduced.*c*Due to the timing of subscriptions and redemptions, the net investment income ratio shown does not correspond to the total return during the period.***Annualized****Not annualized* |

**Portfolio Summary**

**Government & Agency Securities Portfolio**

| **Asset Allocation**                                                       | **4/30/08** | **4/30/07** |
|----------------------------------------------------------------------------|-------------|-------------|
|                                                                       |        |        |
| Repurchase Agreements                                                      | 39%         | 83%         |
| Agencies Not Backed by the Full Faith and Credit of the US Government | 61%         | 15%         |
| Agencies Backed by the Full Faith and Credit of the US Government     | —     | 2%          |
|                                                                       | 100%        | 100%        |

| **Weighted Average Maturity**                                                | **4/30/08** | **4/30/07** |
|------------------------------------------------------------------------------|-------------|-------------|
|                                                                         |        |        |
| Cash Account Trust — Government & Agency Securities Portfolio | 49 days     | 32 days     |
| Government & Agencies Retail Money Fund Average*                         | 41 days     | 33 days     |

*Asset allocation and weighted average maturity are subject to change. For more complete details about the Portfolio's holdings, see pages 23-24. A quarterly Fact Sheet is available upon request. Information concerning portfolio holdings of the Portfolio will be posted to www.dws-scudder.com on or after the 14th day of the following month. In addition, the Portfolio's        top ten holdings and other information about the Portfolio is posted on www.dws-scudder.com as of the calendar quarter-end on or after the 14th day following quarter-end.*

**Investment Portfolioas of April 30, 2008**

**Government & Agency Securities Portfolio**

|                                                                                                       | **Principal Amount ($)** | **Value ($)** |
|------------------------------------------------------------------------------------------------------------|--------------------------|---------------|
|                                                                                                       |                     |
| **Agencies Not Backed by the Full Faith and Credit of the US Government 61.6%**                            |
| Federal Farm Credit Bank, 4.25%, 10/10/2008                                                                | 50,000,000               | 50,340,294    |
| Federal Home Loan Bank:                                                                                    |                     |          |
| 2.07%*, 12/26/2008                                                                                         | 19,000,000               | 18,738,892    |
| 2.2%, 4/1/2009                                                                                             | 45,000,000               | 44,963,870    |
| 2.4%, 4/9/2009                                                                                             | 10,000,000               | 10,000,000    |
| 2.47%**, 3/27/2009                                                                                         | 195,000,000              | 195,000,000   |
| 2.49%**, 4/3/2009                                                                                          | 165,000,000              | 165,000,000   |
| 2.52%, 4/21/2009                                                                                           | 18,000,000               | 18,000,000    |
| 2.52%, 4/28/2009                                                                                           | 60,000,000               | 59,942,278    |
| 2.55%, 12/26/2008                                                                                          | 40,000,000               | 40,000,000    |
| 2.558%**, 7/7/2009                                                                                         | 50,000,000               | 50,046,941    |
| 2.6%, 5/13/2009                                                                                            | 52,000,000               | 52,000,000    |
| 2.65%**, 9/17/2008                                                                                         | 350,000,000              | 349,937,550   |
| 2.7%, 7/7/2008                                                                                             | 50,000,000               | 49,998,912    |
| 2.719%**, 4/30/2009                                                                                        | 32,000,000               | 32,000,000    |
| 2.73%**, 8/21/2009                                                                                         | 175,000,000              | 174,989,327   |
| 2.737%**, 1/28/2009                                                                                        | 200,000,000              | 199,964,887   |
| 2.75%, 2/20/2009                                                                                           | 40,000,000               | 40,000,000    |
| 2.76%, 2/12/2009                                                                                           | 25,975,000               | 25,975,000    |
| 2.884%**, 5/27/2009                                                                                        | 110,000,000              | 109,991,991   |
| 2.9%, 3/5/2009                                                                                             | 50,000,000               | 50,000,000    |
| 2.93%**, 8/21/2008                                                                                         | 120,000,000              | 120,027,042   |
| 2.976%**, 2/11/2009                                                                                        | 250,000,000              | 250,043,097   |
| 3.02%, 3/4/2009                                                                                            | 30,000,000               | 30,000,000    |
| 4.05%*, 5/9/2008                                                                                           | 50,000,000               | 49,955,000    |
| 4.1%*, 7/22/2008                                                                                           | 20,000,000               | 19,813,222    |
| 4.3%, 12/10/2008                                                                                           | 20,000,000               | 19,998,775    |
| 4.35%, 12/11/2008                                                                                          | 87,400,000               | 87,400,000    |
| 4.5%, 11/5/2008                                                                                            | 70,000,000               | 70,010,343    |
| Federal Home Loan Mortgage Corp.:                                                                          |                     |          |
| 2.08%*, 7/11/2008                                                                                          | 230,000,000              | 229,056,489   |
| 2.13%*, 9/8/2008                                                                                           | 50,000,000               | 49,615,417    |
| 2.436%**, 12/26/2008                                                                                       | 100,000,000              | 100,113,818   |
| 2.5%*, 9/12/2008                                                                                           | 40,000,000               | 39,627,778    |
| 2.648%**, 4/7/2009                                                                                         | 100,000,000              | 99,979,885    |
| 2.72%*, 7/21/2008                                                                                          | 42,650,000               | 42,388,982    |
| 2.74%*, 5/12/2008                                                                                          | 58,450,000               | 58,401,064    |
| 4.15%*, 6/9/2008                                                                                           | 45,000,000               | 44,797,687    |
| 4.36%*, 6/27/2008                                                                                          | 15,000,000               | 14,896,450    |
| Federal National Mortgage Association:                                                                     |                     |          |
| 2.09%*, 6/25/2008                                                                                          | 87,263,000               | 86,984,364    |
| 2.5%, 6/15/2008                                                                                            | 100,000,000              | 99,856,765    |
| **Total Agencies Not Backed by the Full Faith and Credit of the US Government** (Cost $3,249,856,120) | **3,249,856,120**        |
|                                                                                                       |
| **Repurchase Agreements 39.3%**                                                                            |
| Banc of America Securities LLC, 2.0%, dated 4/30/2008, to be repurchased at $60,003,333 on 5/1/2008 (a)    | 60,000,000               | 60,000,000    |
| BNP Paribas, 2.0%, dated 4/30/2008, to be repurchased at $1,022,466,397 on 5/1/2008 (b)                    | 1,022,409,596            | 1,022,409,596 |
| Greenwich Capital Markets, Inc., 2.0%, dated 4/30/2008, to be repurchased at $994,055,222 on 5/1/2008 (c)  | 994,000,000              | 994,000,000   |
| **Total Repurchase Agreements** (Cost $2,076,409,596)                                                      | **2,076,409,596**        |

|                                                  | **% of Net Assets** | **Value ($)**     |
|-------------------------------------------------------|---------------------|-------------------|
|                                                  |                |
| **Total Investment Portfolio** (Cost $5,326,265,716)+ | 100.9               | **5,326,265,716** |
| **Other Assets and Liabilities, Net**                 | (0.9)               | **(47,668,290)**  |
| **Net Assets**                                        | 100.0               | **5,278,597,426** |

| **Principal Amount ($)**   | **Security**                                                 | **Rate (%)** | **Maturity Date**     | **Collateral Value ($)** |
|----------------------------|--------------------------------------------------------------|--------------|-----------------------|-------------------------------|
| 295,286,878                | Federal Home Loan Mortgage Corp.                             | 5.0-6.0      | 12/15/2022- 3/15/2036 | 300,218,648                   |
| 642,884,148                | Federal National Mortgage Association                        | 3.245-6.0    | 3/25/2018- 4/1/2038   | 652,961,008                   |
| 4,592,794                  | Federal National Mortgage Association — Principal Only | —      | 7/25/2036             | 3,141,802                     |
| 57,592,438                 | Government National Mortgage Association                     | 4.633-5.5    | 12/16/2022- 8/20/2034 | 57,559,699                    |
| **Total Collateral Value** | 1,013,881,157                                                |

*Principal Only: Principal Only (PO) bonds represent the "principal only" portion of payments on a pool of underlying mortgages or mortgage-backed securities.*

*The accompanying notes are an integral part of the financial statements.*

**Financial Statements**

**Government & Agency Securities Portfolio**

| **Statement of Assets and Liabilities**as of April 30, 2008      |
|------------------------------------------------------------------|
| **Assets**                                                       | **Government & Agency Securities Portfolio** |
| Investments:
Investments in securities, valued at amortized cost | $ 3,249,856,120 |
| Repurchase agreements, valued at amortized cost                  | 2,076,409,596 |
| Total investments, valued at amortized cost                      | 5,326,265,716 |
| Cash                                                             | 771 |
| Interest receivable                                              | 11,428,239 |
| Receivable for Portfolio shares sold                             | 270,092 |
| Other assets                                                     | 155,362 |
| Total assets                                                     | 5,338,120,180 |
| **Liabilities**                                                  |
| Payable for investments purchased                                | 52,000,000 |
| Distributions payable                                            | 1,593,485 |
| Accrued management fee                                           | 711,626 |
| Other accrued expenses and payables                              | 5,217,643 |
| Total liabilities                                                | 59,522,754 |
| **Net assets, at value**                                         | **$ 5,278,597,426** |
| **Net Assets Consist of**                                        |
| Undistributed net investment income                              | 214,822 |
| Paid-in capital                                                  | 5,278,382,604 |
| **Net assets, at value**                                         | **$ 5,278,597,426** |

*The accompanying notes are an integral part of the financial statements.*

| **Statement of Assets and Liabilities**as of April 30, 2008 (continued)                                                                                                                                                                                                |
|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| **Net Asset Value**                                                                                                                                                                                                                                                    | **Government & Agency Securities Portfolio** |
| **Capital Assets Funds Shares**
**Net Asset Value,** offering and redemption price per share ($199,002,421 ÷ 198,993,338 outstanding shares of beneficial interest, $.01 par value, unlimited number of shares authorized)                  | **$ 1.00** |
| **Davidson Cash Equivalent Shares**
**Net Asset Value,** offering and redemption price per share ($39,867,407 ÷ 39,864,731 outstanding shares of beneficial interest, $.01 par value, unlimited number of shares authorized)                | **$ 1.00** |
| **Davidson Cash Equivalent Plus Shares**
**Net Asset Value,** offering and redemption price per share ($31,218,381 ÷ 31,216,323 outstanding shares of beneficial interest, $.01 par value, unlimited number of shares authorized)           | **$ 1.00** |
| **DWS Government & Agency Money Fund**
**Net Asset Value,** offering and redemption price per share ($438,297,364 ÷ 438,283,116 outstanding shares of beneficial interest, $.01 par value, unlimited number of shares authorized)       | **$ 1.00** |
| **DWS Government Cash Institutional Shares**
**Net Asset Value,** offering and redemption price per share ($1,156,339,571 ÷ 1,156,305,629 outstanding shares of beneficial interest, $.01 par value, unlimited number of shares authorized) | **$ 1.00** |
| **Government Cash Managed Shares**
**Net Asset Value,** offering and redemption price per share ($378,730,203 ÷ 378,718,371 outstanding shares of beneficial interest, $.01 par value, unlimited number of shares authorized)               | **$ 1.00** |
| **Premier Money Market Shares**
**Net Asset Value,** offering and redemption price per share ($2,934,959,897 ÷ 2,934,807,618 outstanding shares of beneficial interest, $.01 par value, unlimited number of shares authorized)              | **$ 1.00** |
| **Service Shares**
**Net Asset Value,** offering and redemption price per share ($100,182,182 ÷ 100,175,729 outstanding shares of beneficial interest, $.01 par value, unlimited number of shares authorized)                               | **$ 1.00** |

*The accompanying notes are an integral part of the financial statements.*

| **Statement of Operations**for the year ended April 30, 2008        |
|---------------------------------------------------------------------|
| **Investment Income**                                               | **Government & Agency Securities Portfolio** |
| Income:Interest                                                     | $ 186,739,272 |
| Expenses:Management fee                                             | 6,714,907 |
| Services to shareholders                                            | 7,302,113 |
| Custodian fees                                                      | 101,236 |
| Distribution and service fees                                       | 14,039,376 |
| Professional fees                                                   | 173,810 |
| Trustees' fees and expenses                                         | 361,528 |
| Reports to shareholders                                             | 1,342,501 |
| Registration fees                                                   | 324,964 |
| Other                                                               | 106,568 |
| Total expenses before expense reductions                            | 30,467,003 |
| Expense reductions                                                  | (779,215) |
| Total expenses after expense reductions                             | 29,687,788 |
| **Net investment income**                                           | **157,051,484** |
| Net realized gain (loss) from investments                           | 240,990 |
| **Net increase (decrease) in net assets resulting from operations** | **$ 157,292,474** |

*The accompanying notes are an integral part of the financial statements.*

| **Statement of Changes in Net Assets**                                                                                                                                 | **Government & Agency Securities Portfolio** |
|------------------------------------------------------------------------------------------------------------------------------------------------------------------------|-------------------------------------------------------|
| **Increase (Decrease) in Net Assets**                                                                                                                                  | **Years Ended April 30,**                             |
| **2008**                                                                                                                                                               | **2007**                                              |
| Operations:Net investment income                                                                                                                                       | $ 157,051,484                                         | $ 103,094,319 |
| Net realized gain (loss)                                                                                                                                               | 240,990                                               | 5,907 |
| Net increase in net assets resulting from operations                                                                                                                   | 157,292,474                                           | 103,100,226 |
| Distributions to shareholders from:Net investment income:
Capital Assets Funds Shares                                                                                  | (5,335,669)                                           | (3,373,477) |
| Davidson Cash Equivalent Shares                                                                                                                                        | (2,651,679)                                           | (10,319,684) |
| Davidson Cash Equivalent Plus Shares                                                                                                                                   | (1,247,248)                                           | (4,608,222) |
| DWS Government & Agency Money Fund                                                                                                                                 | (19,570,135)                                          | (2,608,604) |
| DWS Government Cash Institutional Shares                                                                                                                               | (30,640,381)                                          | (3,295,409) |
| Government Cash Managed Shares                                                                                                                                         | (13,195,029)                                          | (1,377,137) |
| Premier Money Market Shares                                                                                                                                            | (81,430,773)                                          | (75,307,685) |
| Service Shares                                                                                                                                                         | (2,979,640)                                           | (2,204,101) |
| Total distributions                                                                                                                                                    | (157,050,554)                                         | (103,094,319) |
| Portfolio share transactions:Proceeds from shares sold                                                                                                                 | 11,435,203,263                                        | 2,616,410,193 |
| Reinvestment of distributions                                                                                                                                          | 135,724,939                                           | 101,980,924 |
| Cost of shares redeemed                                                                                                                                                | (9,191,053,207)                                       | (3,185,136,635) |
| Net assets acquired in tax-free reorganization                                                                                                                         | —                                               | 879,340,120 |
| Net increase (decrease) in net assets from Portfolio share transactions                                                                                                | 2,379,874,995                                         | 412,594,602 |
| **Increase (decrease) in net assets**                                                                                                                                  | 2,380,116,915                                         | 412,600,509 |
| Net assets at beginning of period                                                                                                                                      | 2,898,480,511                                         | 2,485,880,002 |
| Net assets at end of period (including undistributed net investment income and distributions in excess of net investment income of $214,822 and $27,098, respectively) | **$ 5,278,597,426**                                   | **$ 2,898,480,511** |

*The accompanying notes are an integral part of the financial statements.*

**Financial Highlights**

| **Government & Agency Securities Portfolio                    Capital Assets Funds Shares**                                                                                                 |
|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| **Years Ended April 30,**                                                                                                                                                                       | **2008** | **2007** | **2006a** |
| **Selected Per Share Data**                                                                                                                                                                     |
| **Net asset value, beginning of period**                                                                                                                                                        | **$ 1.00** | **$ 1.00** | **$ 1.00** |
| Net investment income                                                                                                                                                                           | .036 | .043 | .026 |
| Less distributions from net investment income                                                                                                                                                   | (.036) | (.043) | (.026) |
| **Net asset value, end of period**                                                                                                                                                              | **$ 1.00** | **$ 1.00** | **$ 1.00** |
| Total Return (%)b                                                                                                                                                                               | 3.67 | 4.37 | 2.69** |
| **Ratios to Average Net Assets and Supplemental Data**                                                                                                                                          |
| Net assets, end of period ($ millions)                                                                                                                                                     | 199 | 76 | 63 |
| Ratio of expenses before expense reductions (%)                                                                                                                                            | 1.03 | 1.05 | 1.03* |
| Ratio of expenses after expense reductions (%)                                                                                                                                             | 1.01 | 1.00 | 1.00* |
| Ratio of net investment income (%)                                                                                                                                                         | 3.44 | 4.30 | 3.06* |
| a*For the period from June 15, 2005 (commencement of operations) to April 30, 2006.*b*Total return would have been lower had certain expenses not been reduced.***Annualized****Not annualized* |

**Portfolio Summary**

**Tax-Exempt Portfolio**

| **Asset Allocation**                                        | **4/30/08** | **4/30/07** |
|-------------------------------------------------------------|-------------|-------------|
|                                                        |        |        |
| Municipal Investments

Municipal Variable Rate Demand Notes | 85%         | 78%         |
| Municipal Bonds and Notes                                   | 15%         | 22%         |
|                                                        | 100%        | 100%        |

| **Weighted Average Maturity**                   | **4/30/08** | **4/30/07** |
|-------------------------------------------------|-------------|-------------|
|                                            |        |        |
| Cash Account Trust — Tax-Exempt Portfolio | 13 days     | 14 days     |
| National Tax-Free Retail Money Fund Average*    | 25 days     | 24 days     |

*Asset allocation and weighted average maturity are subject to change. For more complete details about the Portfolio's holdings, see pages 31-50. A quarterly Fact Sheet is available upon request. Information concerning portfolio holdings of the Portfolio will be posted to www.dws-scudder.com on or after the 14th day of the following month. In addition, the Portfolio's        top ten holdings and other information about the Portfolio is posted on www.dws-scudder.com as of the calendar quarter-end on or after the 14th day following quarter-end.*

**Investment Portfolioas of April 30, 2008**

**Tax-Exempt Portfolio**

|                                                                                                                                                                                                    | **Principal Amount ($)** | **Value ($)**  |
|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|--------------------------|----------------|
|                                                                                                                                                                                                    |                     |
| **Municipal Investments 98.1%**                                                                                                                                                                         |
| **Alabama 0.9%**                                                                                                                                                                                        |
| Alabama, Huntsville-Randolph School, Educational Building Authority Lease Revenue, Randolph School Project, 2.53%*, 2/1/2038, Compass Bank (a)                                                          | 10,000,000               | 10,000,000     |
| Daphne, AL, Special Care Facilities Financing Authority Revenue, Accretion-Second Mortgage, Series A, Prerefunded, Zero Coupon, 8/15/2028                                                          | 24,975,000               | 24,803,498     |
|                                                                                                                                                                                                    | **34,803,498**           |
| **Alaska 0.8%**                                                                                                                                                                                         |
| Alaska, State Housing Finance Corp., Governmental Purpose, Series A, 2.55%*, 12/1/2030 (b)                                                                                                              | 32,100,000               | **32,100,000** |
| **Arizona 0.8%**                                                                                                                                                                                        |
| Arizona, Health Facilities Authority Revenue, The Terraces, 2.48%*, 12/1/2037, Sovereign Bank FSB (a)                                                                                                   | 10,000,000               | 10,000,000     |
| Arizona, Salt River Project, Agricultural Improvement & Power District, Electric Systems Revenue, Series R-12039, 144A, 2.44%*, 1/1/2035                                                       | 3,000,000                | 3,000,000      |
| Pinal County, AZ, Electrical District No. 3, Electrical Systems Revenue, Series U-1, 144A, 2.47%*, 10/3/2011                                                                                            | 16,995,000               | 16,995,000     |
|                                                                                                                                                                                                    | **29,995,000**           |
| **Arkansas 0.1%**                                                                                                                                                                                       |
| Pocahontas, AR, Industrial Development Revenue, MacLean Esna LP Project, AMT, 2.75%*, 5/1/2015, Northern Trust Co. (a)                                                                        | 2,500,000                | **2,500,000**  |
| **California 3.6%**                                                                                                                                                                                     |
| California, Austin Trust, Various States, Series 2008-1065, 144A, 2.42%*, 3/1/2033                                                                                                                      | 19,225,000               | 19,225,000     |
| California, Bay Area Toll Authority, Toll Bridge Revenue, Series R-12019, 144A, 2.41%*, 4/1/2031                                                                                                        | 9,915,000                | 9,915,000      |
| California, Desert Community College District, Series 2675, 144A, 2.51%*, 8/1/2013 (b)                                                                                                                  | 4,995,000                | 4,995,000      |
| California, Lehman Municipal Trust Receipts, Various States:                                                                                                                                            |                     |           |
| Series P131W-D, 144A, 2.86%*, 5/15/2043 (b)                                                                                                                                                             | 14,550,000               | 14,550,000     |
| Series 07-K14-D, 144A, 2.95%*, 5/15/2047 (b)                                                                                                                                                            | 17,500,000               | 17,500,000     |
| California, State Daily Kindergarten University, Series A-1, 2.4%*, 5/1/2034, Citibank NA (a)                                                                                                           | 3,575,000                | 3,575,000      |
| California, State General Obligation:                                                                                                                                                                   |                     |           |
| Series 2178, 144A, 2.45%*, 12/1/2037                                                                                                                                                                    | 5,395,000                | 5,395,000      |
| Series DCL-009, 144A, 2.48%*, 8/1/2027 (b)                                                                                                                                                              | 6,790,000                | 6,790,000      |
| California, Statewide Communities Development Authority, Multi-Family Housing Revenue:                                                                                                                  |                     |           |
| Series 2680, 144A, 2.53%*, 5/15/2016, JPMorgan Chase Bank (a)                                                                                                                                      | 21,600,000               | 21,600,000     |
| Series 2681, 144A, AMT, 2.63%*, 5/15/2018, JPMorgan Chase Bank (a)                                                                                                                                      | 8,100,000                | 8,100,000      |
| Series R-13057CE, 144A, AMT, 2.75%*, 12/1/2041                                                                                                                                                          | 4,000,000                | 4,000,000      |
| Fresno, CA, Water System Revenue, Municipal Securities Trust Receipts, SGA 153, "A", 144A, 2.75%*, 6/1/2024, Societe Generale (a)                                                                       | 700,000                  | 700,000        |
| Peralta, CA, Community College District, Series R-12122, 144A, 2.46%*, 8/1/2037 (b)                                                                                                                | 3,000,000                | 3,000,000      |
| Poway, CA, Unified School District, Series R-12224, 144A, 2.46%*, 8/1/2030 (b)                                                                                                                          | 7,110,000                | 7,110,000      |
| San Francisco, CA, City & County Public Utilities Commission, Water Revenue, Series 2190, 144A, 2.44%*, 11/1/2031 (b)                                                                               | 8,155,000                | 8,155,000      |
| University of California Revenues, Series 2169, 144A, 2.45%*, 5/15/2031 (b)                                                                                                                             | 6,435,000                | 6,435,000      |
|                                                                                                                                                                                                    | **141,045,000**          |
| **Colorado 5.0%**                                                                                                                                                                                       |
| Austin Trust, Various States, Series 2007-319, 144A, 2.47%*, 6/7/2010, Bank of America NA (a)                                                                                                           | 16,850,000               | 16,850,000     |
| Colorada, Centerra Metropolitan District 1 Revenue, Refunding and Improvement, 2.65%*, 12/1/2029, Compass Bank (a)                                                                                      | 15,000,000               | 15,000,000     |
| Colorado, Educational & Cultural Facilities Authority Revenue, Lutheran Church Extension, 2.68%*, 5/15/2038, Bank of America NA (a)                                                                 | 11,000,000               | 11,000,000     |
| Colorado, Educational & Cultural Facilities Authority Revenue, Trinity School Project, 2.48%*, 9/1/2026, Branch Banking & Trust (a)                                                        | 2,000,000                | 2,000,000      |
| Colorado, Educational & Cultural Facilities Authority Revenue, Vail Mountain School Project, 2.56%*, 5/1/2033, KeyBank NA (a)                                                                       | 5,000,000                | 5,000,000      |
| Colorado, Housing & Finance Authority, Single Family Mortgage Revenue, "I", Series B-1, 3.55%*, 5/1/2038                                                                                            | 47,500,000               | 47,500,000     |
| Colorado, Housing & Finance Authority, Solid Waste Revenue, Waste Management, Inc. Projects, AMT, 2.6%*, 7/1/2027, JPMorgan Chase Bank (a)                                                          | 10,000,000               | 10,000,000     |
| Colorado, Regional Transportation District, Sales Tax Revenue, Series R-10117, 144A,2.61%*, 11/1/2036 (b)                                                                                               | 4,395,000                | 4,395,000      |
| Colorado, State General Fund Revenue, Anticipation Notes, Series A, 4.25%, 6/27/2008                                                                                                                    | 50,000,000               | 50,040,274     |
| Colorado Springs, CO, School District No. 11, Facilities Corp., Certificates of Participation, 2.45%*, 12/1/2017 (b)                                                                          | 5,630,000                | 5,630,000      |
| Greenwood Village, CO, Fiddlers Business Improvement District, Series 2, 2.45%*, 12/1/2036, KeyBank NA (a)                                                                                              | 10,000,000               | 10,000,000     |
| RBC Municipal Products, Inc. Trust, Various States, Series C-11, 144A, 2.51%*, 12/1/2031, Royal Bank of Canada (a)                                                                                      | 17,580,000               | 17,580,000     |
|                                                                                                                                                                                                    | **194,995,274**          |
| **Delaware 0.8%**                                                                                                                                                                                       |
| Delaware, Lehman Municipal Trust Receipts, Various States, Series P54W-D, AMT, 144A, 3.38%*, 1/1/2039                                                                                                   | 8,475,000                | 8,475,000      |
| Delaware, State Economic Development Authority Revenue, YMCA Delaware Project, 2.45%*, 5/1/2036, PNC Bank NA (a)                                                                              | 6,490,000                | 6,490,000      |
| Delaware, UBS Municipal (CRVS), Various States, Series 2007-11, AMT, 144A, 2.54%*, 7/1/2015                                                                                                        | 8,965,000                | 8,965,000      |
| Sussex County, DE, First Mortgage Revenue, Cadbury Lewes, Series C, 2.44%*, 1/1/2016, Citizens Bank of PA (a)                                                                                 | 6,515,000                | 6,515,000      |
|                                                                                                                                                                                                    | **30,445,000**           |
| **District of Columbia 0.5%**                                                                                                                                                                           |
| District of Columbia, Center for Internships & Academic Revenue, 2.48%*, 7/1/2036, Branch Banking & Trust (a)                                                                                   | 3,400,000                | 3,400,000      |
| District of Columbia, General Obligation, Series B-34, 144A, 2.82%*, 6/1/2026 (b)                                                                                                                       | 3,980,000                | 3,980,000      |
| District of Columbia, Housing Finance Agency, Mortgage Revenue, Series L22-D, AMT, 3.35%*, 12/1/2025                                                                                                    | 5,090,000                | 5,090,000      |
| District of Columbia, Housing Finance Agency, Multi-Family Housing Revenue, Series R-433, AMT, 144A, 2.51%*, 6/1/2038                                                                    | 7,780,000                | 7,780,000      |
|                                                                                                                                                                                                    | **20,250,000**           |
| **Florida 3.4%**                                                                                                                                                                                        |
| Collier County, FL, Industrial Development Authority Revenue, Allete, Inc. Project, AMT, 2.5%*, 10/1/2025, Wells Fargo Bank NA (a)                                                                      | 2,000,000                | 2,000,000      |
| Florida, BB&T Municipal Trust, Various States, Series 1012, 144A, 2.51%*, 11/1/2024, Branch Banking & Trust (a)                                                                                 | 9,900,000                | 9,900,000      |
| Florida, Housing Finance Corp., Multi-Family Revenue, Lakeside North, 2.46%*, 6/1/2034                                                                                                                  | 3,385,000                | 3,385,000      |
| Florida, Housing Finance Corp., Multi-Family Revenue, Victoria Park, Series J-1, 2.43%*, 10/15/2032                                                                                                     | 7,120,000                | 7,120,000      |
| Florida, Housing Finance Corp., Multi-Family Mortgage Revenue, Clear Harbor Apartments, AMT, 2.59%*, 6/15/2042, Citibank NA (a)                                                                         | 5,950,000                | 5,950,000      |
| Florida, Lehman Municipal Trust Receipts, Various States, Series K86W-D, 144A, 3.0%*, 7/1/2032 (b)                                                                                                      | 4,000,000                | 4,000,000      |
| Florida, State Turnpike Authority Revenue, Series 2655, 144A, 2.51%*, 7/1/2015                                                                                                                          | 1,275,000                | 1,275,000      |
| Gulf Breeze, FL, Municipal Bond Fund Revenue, Series A, 2.48%*, 3/31/2021, Bank of America NA (a)                                                                                                       | 10,710,000               | 10,710,000     |
| Lee County, FL, Airport Revenue, Series 811-X, AMT, 144A, 2.51%*, 10/1/2029 (b)                                                                                                                         | 2,000,000                | 2,000,000      |
| Leesburg, FL, Hospital Revenue, The Villages Regional Hospital Project, 2.5%*, 7/1/2036, Scotiabank (a)                                                                                                 | 8,000,000                | 8,000,000      |
| Miami-Dade County, FL, Industrial Development Authority Revenue, Palmer Trinity Private College Project, 2.56%*, 9/1/2035, KeyBank NA (a)                                                               | 5,000,000                | 5,000,000      |
| Orange County, FL, Housing Finance Authority, Multi-Family Revenue:                                                                                                                                |                     |           |
| Series 1179, AMT, 144A, 2.61%*, 10/1/2031                                                                                                                                                               | 8,400,000                | 8,400,000      |
| Series E, AMT, 2.7%*, 3/1/2035, Bank of America NA (a)                                                                                                                                                  | 1,460,000                | 1,460,000      |
| Orange County, FL, Housing Finance Authority, Multi-Family Revenue, Laurel Oaks Apartments, Phase I, AMT, 2.55%*, 8/15/2042, SunTrust Bank (a)                                                          | 10,780,000               | 10,780,000     |
| Orange County, FL, Housing Finance Authority, Multi-Family Revenue, Laurel Oaks Apartments, Phase II, AMT, 2.55%*, 8/15/2042, SunTrust Bank (a)                                                         | 8,660,000                | 8,660,000      |
| Orange County, FL, Industrial Development Authority Revenue, Catholic Charities Centennial, 2.58%*, 7/1/2037, Suntrust Bank (a)                                                                         | 6,300,000                | 6,300,000      |
| Orlando, FL, Sunshine State Government Financing, 2.7%, 5/8/2008                                                                                                                                   | 6,720,000                | 6,720,000      |
| Osceola County, FL, Housing Finance Authority, Multi-Family Revenue, Arrow Ridge Apartments, Series A, AMT, 2.85%*, 10/1/2032                                                                      | 4,300,000                | 4,300,000      |
| Palm Beach County, FL, Community Foundation, Palm Beach Project Revenue, 2.45%*, 3/1/2034, Northern Trust Co. (a)                                                                                       | 4,165,000                | 4,165,000      |
| Sarasota County, FL, Health Facilities Authority Revenue, Health Care Facilities, Bay Village Project, 2.47%*, 12/1/2023, Bank of America NA (a)                                                        | 4,620,000                | 4,620,000      |
| Seminole County, FL, Industrial Development Authority Revenue, Masters Academy Project, 2.48%*, 11/1/2034, Allied Irish Bank PLC (a)                                                                    | 8,640,000                | 8,640,000      |
| Tallahassee, FL, Energy Systems Revenue, "A", 144A, 2.5%*, 10/1/2037 (b)                                                                                                                                | 9,905,000                | 9,905,000      |
|                                                                                                                                                                                                    | **133,290,000**          |
| **Georgia 3.3%**                                                                                                                                                                                        |
| Atlanta, GA, Development Authority Revenue, Botanical Garden Improvements Project, 2.7%*, 11/1/2029, SunTrust Bank (a)                                                                                  | 9,500,000                | 9,500,000      |
| Burke County, GA, Development Authority Pollution Control Revenue, Vogtle Project, Series 2, 2.58%*, 10/1/2032                                                                                          | 7,000,000                | 7,000,000      |
| Fulton County, GA, Development Authority Revenue, Doris & Alex Weber School Project, 2.48%*, 12/1/2030, Branch Banking & Trust (a)                                                         | 5,000,000                | 5,000,000      |
| Fulton County, GA, Development Authority Revenue, Georgia Tech Facilities Project:                                                                                                                      |                     |           |
| Series B, 2.6%*, 6/1/2032, SunTrust Bank (a)                                                                                                                                                            | 3,400,000                | 3,400,000      |
| Series A, 2.6%*, 5/1/2037, SunTrust Bank (a)                                                                                                                                                            | 3,500,000                | 3,500,000      |
| Fulton County, GA, Development Authority Revenue, Kings Ridge Christian School, 2.48%*, 5/1/2026, Branch Banking & Trust (a)                                                              | 2,500,000                | 2,500,000      |
| Fulton County, GA, Development Authority Revenue, Metro Atlanta YMCA Project, 2.43%*, 11/1/2022, SunTrust Bank (a)                                                                            | 5,000,000                | 5,000,000      |
| Fulton County, GA, Development Authority Revenue, Mount Vernon Presbyterian School, 2.48%*, 8/1/2035, Branch Banking & Trust (a)                                                               | 2,500,000                | 2,500,000      |
| Fulton County, GA, Development Authority Revenue, Piedmont Healthcare, Inc. Project, 2.7%*, 6/1/2037, SunTrust Bank (a)                                                                                 | 9,000,000                | 9,000,000      |
| Fulton County, GA, Development Authority Revenue, The Lovett School Project, 2.7%*, 4/1/2033, SunTrust Bank (a)                                                                               | 8,000,000                | 8,000,000      |
| Georgia, Lehman Municipal Trust Receipts, Various States, Series K5W-D, 144A, 2.9%*, 7/1/2020                                                                                                           | 12,200,000               | 12,200,000     |
| Georgia, Private Colleges & Universities Authority Revenue, Mercer University Project, Series A, 2.53%*, 10/1/2036, Branch Banking & Trust (a)                                                  | 5,500,000                | 5,500,000      |
| Georgia, Solar Eclipse Funding Trust, Series 2007-0072, 144A, 2.46%*, 6/1/2032, US Bank NA (a)                                                                                                          | 11,660,000               | 11,660,000     |
| Macon-Bibb County, GA, Hospital Authority Revenue, Anticipation Certificates, Medical Center of Central Georgia, 3.6%*, 8/1/2035 (b)                                                                    | 5,000,000                | 5,000,000      |
| RBC Municipal Products, Inc. Trust, Various States:                                                                                                                                                     |                     |           |
| Series C-3, 144A, AMT, 2.58%*, 3/1/2016, Royal Bank of Canada (a)                                                                                                                             | 10,000,000               | 10,000,000     |
| Series C-9, AMT, 2.58%*, 8/1/2016, Royal Bank of Canada (a)                                                                                                                                        | 30,495,000               | 30,495,000     |
|                                                                                                                                                                                                    | **130,255,000**          |
| **Hawaii 0.5%**                                                                                                                                                                                         |
| ABN AMRO, Munitops Certificates Trust, Series 2004-16, 144A, 2.51%*, 7/1/2012 (b)                                                                                                                       | 9,200,000                | 9,200,000      |
| Hawaii, General Obligation, Series R-4553, 144A, 2.51%*, 5/1/2023 (b)                                                                                                                              | 8,890,000                | 8,890,000      |
|                                                                                                                                                                                                    | **18,090,000**           |
| **Idaho 1.1%**                                                                                                                                                                                          |
| Idaho, Housing & Finance Association, Single Family Mortgage:                                                                                                                                       |                     |           |
| Series B, AMT, 2.95%*, 7/1/2032                                                                                                                                                                         | 6,785,000                | 6,785,000      |
| Series A, AMT, 2.95%*, 7/1/2033                                                                                                                                                                         | 3,000,000                | 3,000,000      |
| "I", Series B, AMT, 2.95%*, 7/1/2033                                                                                                                                                                    | 8,210,000                | 8,210,000      |
| Idaho, Lehman Municipal Trust Receipts, Various States, Series K39W-D, AMT, 144A,3.35%*, 7/1/2038                                                                                                       | 5,710,000                | 5,710,000      |
| Idaho, State General Obligations, Tax Anticipation Notes, 4.5%, 6/30/2008                                                                                                                               | 20,000,000               | 20,024,329     |
|                                                                                                                                                                                                    | **43,729,329**           |
| **Illinois 11.2%**                                                                                                                                                                                      |
| ABN AMRO, Munitops Certificates Trust:                                                                                                                                                                  |                     |           |
| Series 2006-36, 144A, 2.45%*, 1/1/2014 (b)                                                                                                                                                              | 10,995,000               | 10,995,000     |
| Series 2006-53, 144A, 2.45%*, 7/1/2014 (b)                                                                                                                                                              | 12,000,000               | 12,000,000     |
| Series 2006-68, 144A, AMT, 2.48%*, 9/20/2012                                                                                                                                                            | 6,890,000                | 6,890,000      |
| Series 2004-47, 144A, 2.51%*, 11/15/2012 (b)                                                                                                                                                            | 18,360,000               | 18,360,000     |
| Aurora, IL, Single Family Mortgage Revenue, Series C55, 144A, AMT, 2.87%*, 6/1/2045                                                                                                                     | 12,985,000               | 12,985,000     |
| Austin Trust, General Obligation, Various States:                                                                                                                                                       |                     |           |
| Series 2001, 144A, 2.45%*, 12/1/2026 (b)                                                                                                                                                                | 4,175,000                | 4,175,000      |
| Series 2007-2014, 144A, 2.45%*, 6/1/2034 (b)                                                                                                                                                            | 17,722,000               | 17,722,000     |
| Chicago, IL, Board of Education, Series 2391, 144A, 2.51%*, 12/1/2015 (b)                                                                                                                               | 4,475,000                | 4,475,000      |
| Chicago, IL, De La Salle Institute Project Revenue, 2.62%*, 4/1/2027, Fifth Third Bank (a)                                                                                                              | 4,877,000                | 4,877,000      |
| Chicago, IL, General Obligation, Series R-12217, 144A, 2.49%*, 1/1/2017 (b)                                                                                                                             | 2,050,000                | 2,050,000      |
| Chicago, IL, Metropolitan Water Reclamation District, Greater Chicago, Series R-11283, 144A, 2.43%*, 12/1/2021                                                                                     | 2,390,000                | 2,390,000      |
| Chicago, IL, Solar Eclipse Funding Trust, Series 2006-0003, 144A, 3.8%*, 1/1/2026 (b)                                                                                                                   | 9,285,000                | 9,285,000      |
| Chicago, IL, Tender Notes, 3.2%*, 2/20/2009, Harris NA (a)                                                                                                                                              | 6,650,000                | 6,650,000      |
| Cook County, IL, Catholic Theological Union Project Revenue, 2.65%*, 2/1/2035, Harris Trust & Savings Bank (a)                                                                            | 6,000,000                | 6,000,000      |
| Evanston, IL, Capital Improvement Projects, Series D, 2.43%*, 12/1/2021                                                                                                                                 | 3,900,000                | 3,900,000      |
| Hillside, IL, Economic Development Revenue, L&J Technologies Project, AMT, 2.75%*, 7/1/2024, Northern Trust Co. (a)                                                                                 | 3,420,000                | 3,420,000      |
| Illinois, Development Finance Authority, Industrial Development Revenue, Home Run Inn Frozen Foods, AMT, 3.1%*, 4/1/2020, Bank One NA (a)                                                               | 1,880,000                | 1,880,000      |
| Illinois, Development Finance Authority Revenue, Fenwick High School Project, 2.85%*, 3/1/2032, JPMorgan Chase Bank (a)                                                                            | 5,600,000                | 5,600,000      |
| Illinois, Development Finance Authority Revenue, Regional Organization Bank of Illinois Project, 3.0%*, 12/1/2020, Bank One NA (a)                                                                      | 3,250,000                | 3,250,000      |
| Illinois, Finance Authority, Student Housing Revenue, Dekalb LLC Project, Series A, 2.5%*, 7/1/2038, Sovereign Bank FSB (a)                                                                        | 4,500,000                | 4,500,000      |
| Illinois, Finance Authority Revenue, "A", 144A, 2.44%*, 12/1/2042                                                                                                                                       | 8,565,000                | 8,565,000      |
| Illinois, Finance Authority Revenue, Bradley University, Series A, 2.4%*, 4/1/2033, Northern Trust Company (a)                                                                                          | 3,385,000                | 3,385,000      |
| Illinois, Finance Authority Revenue, Clare Oaks:                                                                                                                                                        |                     |           |
| Series C, 2.49%*, 11/1/2040, Sovereign Bank FSB (a)                                                                                                                                                     | 5,000,000                | 5,000,000      |
| Series D, 2.49%*, 11/1/2040, Sovereign Bank FSB (a)                                                                                                                                                     | 10,000,000               | 10,000,000     |
| Illinois, Finance Authority Revenue, UBS Municipal (CRVS), Series 06-2001, 2.49%*, 7/1/2009                                                                                                             | 5,000,000                | 5,000,000      |
| Illinois, Housing Development Authority Revenue, Homeowner Mortgage, Series H-2, AMT, 3.48%*, 2/1/2039                                                                                             | 10,430,000               | 10,430,000     |
| Illinois, Lehman Municipal Trust Receipts, Various States:                                                                                                                                              |                     |           |
| Series P21W-D, 144A, 2.9%*, 1/1/2024 (b)                                                                                                                                                                | 13,000,000               | 13,000,000     |
| Series P78W-D, AMT, 144A, 3.18%*, 2/1/2038                                                                                                                                                              | 6,000,000                | 6,000,000      |
| Illinois, Munitops II Trust, Series 2007-29, 144A, 2.51%*, 6/1/2027 (b)                                                                                                                            | 16,200,000               | 16,200,000     |
| Illinois, Regional Transportation Authority, Series A-23, 144A, 2.97%*, 7/1/2030 (b)                                                                                                                    | 4,900,000                | 4,900,000      |
| Illinois, Sales Tax Revenue, Series R-4516, 144A, 2.43%*, 6/15/2023                                                                                                                                | 8,865,000                | 8,865,000      |
| Illinois, State General Obligation:                                                                                                                                                                     |                     |           |
| Series PT-3524, 2.46%*, 1/1/2020                                                                                                                                                                        | 10,470,000               | 10,470,000     |
| 3.0%, 5/23/2008                                                                                                                                                                                         | 100,000,000              | 100,054,621    |
| Illinois, State Toll Highway Authority Revenue, Series A-1, 2.5%*, 7/1/2030                                                                                                                             | 27,000,000               | 27,000,000     |
| Illinois, University of Illinois Revenue, "A", 144A, 2.52%*, 4/1/2035 (b)                                                                                                                          | 14,300,000               | 14,300,000     |
| Justice, IL, Multi-Family Housing Revenue, Candlewood Apartments Project, AMT, 2.62%*, 1/15/2033                                                                                                        | 10,700,000               | 10,700,000     |
| Kane County, IL, Community Unit School District Number 304 Geneva, Series 2272, 144A, 2.51%*, 1/1/2015 (b)                                                                                              | 7,795,000                | 7,795,000      |
| Mundelein, IL, Industrial Development Revenue, MacLean Fogg Co. Project, AMT, 2.75%*, 1/1/2015, Northern Trust Co. (a)                                                                             | 6,500,000                | 6,500,000      |
| Woodstock, IL, Multi-Family Housing Revenue, Willow Brooke Apartments, AMT, 2.59%*, 4/1/2042, Wells Fargo Bank NA (a)                                                                                   | 28,000,000               | 28,000,000     |
|                                                                                                                                                                                                    | **437,568,621**          |
| **Indiana 1.4%**                                                                                                                                                                                        |
| Columbia City, IN, Economic Development Revenue, Precision Plastics Project, AMT, 2.75%*, 11/30/2017, Northern Trust Co. (a)                                                                            | 2,300,000                | 2,300,000      |
| Crown Point, IN, Multi-School Building Corp., Series 1056, ETM, 144A, 2.43%*, 7/15/2013                                                                                                                 | 6,595,000                | 6,595,000      |
| Indiana, Health & Educational Facility, Financing Authority Revenue, Greenwood Village South Project, Series A, 2.49%*, 5/1/2036, Sovereign Bank FSB (a)                                            | 9,345,000                | 9,345,000      |
| Indiana, Health Facility Financing Authority Revenue, Clark Memorial Hospital, Series A, 2.65%*, 4/1/2024, Bank One NA (a)                                                                         | 2,000,000                | 2,000,000      |
| Indiana, State Development Finance Authority, Industrial Development Revenue, Red Gold Inc., Project, Series A, 2.8%*, 6/30/2009, Harris Trust and Savings Bank (a)                                     | 3,700,000                | 3,700,000      |
| Indianapolis, IN, Airport Authority Revenue, 1.45%, 6/9/2008                                                                                                                                            | 12,000,000               | 12,000,000     |
| Indianapolis, IN, Airport Authority Revenue, Municipal Securities Trust Receipts, SGA 154, "A", 144A, 5.65%, 7/1/2015, Societe Generale (a) (b)                                                         | 4,855,000                | 4,855,000      |
| Indianapolis, IN, Local Public Import Bond Bank, Macon Trust, Series P, AMT, 144A, 3.23%*, 1/1/2030 (b)                                                                                                 | 3,120,000                | 3,120,000      |
| Terre Haute, IN, Westminster Village Revenue, Series A, 2.49%*, 8/1/2036, Sovereign Bank FSB (a)                                                                                                        | 9,245,000                | 9,245,000      |
|                                                                                                                                                                                                    | **53,160,000**           |
| **Iowa 2.3%**                                                                                                                                                                                           |
| Iowa, Finance Authority, Multi-Family Revenue, Housing Windsor on River, Series A, AMT, 2.6%*, 5/1/2042, Wells Fargo Bank NA (a)                                                                        | 17,000,000               | 17,000,000     |
| Iowa, Finance Authority, Private College Revenue, Drake University Project, 144A, 2.6%*, 4/1/2031, Wells Fargo Bank NA (a)                                                                              | 8,750,000                | 8,750,000      |
| Iowa, Finance Authority, Student Housing Revenue, Des Moines LLC Project, Series A,2.52%*, 6/1/2039, Citibank NA (a)                                                                          | 10,000,000               | 10,000,000     |
| Iowa, Higher Education Loan Authority Revenue, Private College Facility, Grinnell College, 2.43%*, 12/1/2011                                                                                            | 12,500,000               | 12,500,000     |
| Iowa, State Tax & Revenue Anticipation Notes, 4.0%, 6/30/2008                                                                                                                                  | 40,000,000               | 40,048,345     |
|                                                                                                                                                                                                    | **88,298,345**           |
| **Kansas 0.4%**                                                                                                                                                                                         |
| Kansas, State Development Finance Authority, Multi-Family Revenue, Oak Ridge Park II Project, Series X, AMT, 2.66%*, 12/1/2036, Marshall & Ilsley (a)                                               | 3,650,000                | 3,650,000      |
| Lenexa, KS, Series 2007-302, 144A, 2.47%*, 2/1/2012                                                                                                                                                     | 12,495,000               | 12,495,000     |
|                                                                                                                                                                                                    | **16,145,000**           |
| **Kentucky 0.0%**                                                                                                                                                                                       |
| Kentucky, Housing Corp. Revenue, Series F, AMT, 2.77%*, 7/1/2029                                                                                                                                   | 1,940,000                | **1,940,000**  |
| **Louisiana 2.2%**                                                                                                                                                                                      |
| Louisiana, Lehman Municipal Trust Receipts, Various States, Series K29-D, 144A, 3.1%*, 12/1/2038                                                                                                        | 6,010,000                | 6,010,000      |
| Louisiana, Local Government Environmental Facilities & Community Development Authority Revenue, Downreit, Inc., Series B, 2.6%*, 10/1/2037, ABN AMRO Bank NV (a)                                    | 10,635,000               | 10,635,000     |
| Louisiana, Public Facilities Authority Revenue, Series 2006-153, 144A, 2.53%*, 7/1/2034                                                                                                            | 2,900,000                | 2,900,000      |
| Louisiana, St. Tammany Parish Development District Revenue, 2.7%*, 7/1/2038, SunTrust Bank (a)                                                                                                          | 5,000,000                | 5,000,000      |
| Louisiana, State Gas & Fuels Tax Revenue, "A", 144A, 2.49%*, 5/1/2036 (b)                                                                                                                           | 5,000,000                | 5,000,000      |
| Louisiana, State Municipal Natural Gas Purchasing & District Authority, Series 1411Q, 144A, 2.51%*, 3/15/2014, JPMorgan Chase & Co. (a)                                                         | 50,902,000               | 50,902,000     |
| Louisiana, State Offshore Term Authority, Deep Water Port Revenue, Loop LLC Project, 2.7%*, 10/1/2019, JPMorgan Chase Bank (a)                                                                          | 5,900,000                | 5,900,000      |
|                                                                                                                                                                                                    | **86,347,000**           |
| **Maine 0.3%**                                                                                                                                                                                          |
| Maine, State Board Anticipation Notes, 3.25%, 6/10/2008                                                                                                                                                 | 3,900,000                | 3,902,828      |
| Maine, State Housing Authority Mortgage Purchase:                                                                                                                                                       |                     |           |
| Series G, AMT, 2.65%*, 11/15/2037                                                                                                                                                                       | 5,000,000                | 5,000,000      |
| Series B, AMT, 2.65%*, 11/15/2041                                                                                                                                                                       | 5,000,000                | 5,000,000      |
|                                                                                                                                                                                                    | **13,902,828**           |
| **Maryland 1.1%**                                                                                                                                                                                       |
| Baltimore, MD, Municipal Securities Trust Receipts, SGA 152, "A", 144A, 2.75%*, 7/1/2020, Societe Generale (a) (b)                                                                       | 10,000,000               | 10,000,000     |
| Maryland, State Economic Development Corp. Revenue, YMCA Central Maryland Project, 2.68%*, 4/1/2031, Branch Banking & Trust (a)                                                                     | 3,850,000                | 3,850,000      |
| Maryland, State Economic Development Corp. Revenue, Howard Hughes Medical Institute, Series A, 2.45%*, 2/15/2043                                                                                   | 8,000,000                | 8,000,000      |
| Maryland, State Health & Higher Educational Facilities Authority Revenue, Sheppard Pratt, Series B, 2.44%*, 7/1/2028, SunTrust Bank (a)                                                             | 7,000,000                | 7,000,000      |
| Montgomery County, MD, Economic Development Revenue, Howard Hughes Medical Facility, Series A, 2.73%*, 10/15/2020                                                                                       | 15,000,000               | 15,000,000     |
|                                                                                                                                                                                                    | **43,850,000**           |
| **Massachusetts 3.9%**                                                                                                                                                                                  |
| Massachusetts, Macon Trust, Various States:                                                                                                                                                             |                     |           |
| Series 2007-310, 144A, 2.47%*, 6/15/2012, Bank of America NA (a)                                                                                                                                        | 4,250,000                | 4,250,000      |
| Series 2007-343, 144A, 2.68%*, 12/1/2012, Bank of America NA (a)                                                                                                                                        | 23,088,000               | 23,088,000     |
| Massachusetts, State Development Finance Agency Revenue, Bridgewell, Inc., Series A,2.44%*, 6/1/2030, KeyBank NA (a)                                                                                    | 5,000,000                | 5,000,000      |
| Massachusetts, State Development Finance Agency Revenue, Charles River School, 2.46%*, 5/1/2037, Citizens Bank of MA (a)                                                                                | 5,000,000                | 5,000,000      |
| Massachusetts, State Development Finance Agency Revenue, Clark University, 2.55%*, 10/1/2038, TD BankNorth NA (a)                                                                                       | 5,000,000                | 5,000,000      |
| Massachusetts, State Development Finance Agency Revenue, Governor Dummer Academy, 2.68%*, 8/1/2036, Citizens Bank of MA (a)                                                                             | 2,000,000                | 2,000,000      |
| Massachusetts, State Development Finance Agency Revenue, Northfield Mount Hermon, 2.53%*, 10/1/2042, JPMorgan Chase Bank (a)                                                                            | 14,000,000               | 14,000,000     |
| Massachusetts, State Development Finance Agency Revenue, Tabor Academy, Series A, 2.68%*, 12/1/2036, Citizens Bank of MA (a)                                                                            | 7,670,000                | 7,670,000      |
| Massachusetts, State Development Finance Agency Revenue, YMCA of Greater Worcester, 2.68%*, 9/1/2041, TD BankNorth NA (a)                                                                               | 5,775,000                | 5,775,000      |
| Massachusetts, State Health & Educational Facilities Authority Revenue, Amherst College, Series H, 2.63%*, 11/1/2033                                                                           | 12,750,000               | 12,750,000     |
| Massachusetts, State Health & Educational Facilities Authority Revenue, Tufts University, Series N-2, 3.0%*, 8/15/2034                                                                         | 9,200,000                | 9,200,000      |
| Massachusetts, State Health & Educational University Revenue, Harvard University, 1.55%, 5/15/2008                                                                                                  | 9,000,000                | 9,000,000      |
| Massachusetts, State Housing Finance Agency Revenue, Series L-27-D, AMT, 144A, 3.13%*, 12/1/2025                                                                                                        | 14,430,000               | 14,430,000     |
| Massachusetts, State Industrial Finance Agency Revenue, Groton School Issue, Series B, 2.51%*, 3/1/2028                                                                                                 | 8,710,000                | 8,710,000      |
| Massachusetts, State Water Resources Authority:                                                                                                                                                         |                     |           |
| Series DCL 015, 144A, 2.48%*, 2/1/2022 (b)                                                                                                                                                              | 13,100,000               | 13,100,000     |
| Series DCL 014, 144A, 2.48%*, 8/1/2022 (b)                                                                                                                                                              | 11,950,000               | 11,950,000     |
| Series 2660, 144A, 2.51%*, 8/1/2014                                                                                                                                                                     | 3,745,000                | 3,745,000      |
|                                                                                                                                                                                                    | **154,668,000**          |
| **Michigan 2.5%**                                                                                                                                                                                       |
| Detroit, MI, City School District, Series DC-8032, 144A, 2.48%*, 5/1/2029 (b)                                                                                                                           | 5,790,000                | 5,790,000      |
| Forest Hills, MI, Public Schools, Series 1791, 144A, 2.51%*, 5/1/2009                                                                                                                              | 10,325,000               | 10,325,000     |
| Michigan, Lehman Municipal Trust Receipts, Various States, Series K83W-D, 144A, 3.0%*, 5/1/2027 (b)                                                                                                     | 3,290,000                | 3,290,000      |
| Michigan, State Strategic Fund, Limited Obligation Revenue, Consumers Energy Co., 2.56%*, 4/15/2018, Wells Fargo Bank NA (a)                                                                       | 5,700,000                | 5,700,000      |
| RBC Municipal Products, Inc. Trust, Various States, Series L-25, 144A, AMT, 2.73%*, 9/1/2033, Royal Bank of Canada (a)                                                                        | 66,745,000               | 66,745,000     |
| Wayne, MI, State University Revenues, Series 2669Z, 144A, 2.51%*, 5/15/2016 (b)                                                                                                                         | 4,995,000                | 4,995,000      |
|                                                                                                                                                                                                    | **96,845,000**           |
| **Minnesota 1.1%**                                                                                                                                                                                      |
| Coon Rapids, MN, Industrial Development Revenue, Kurt Manufacturing Project, AMT:                                                                                                                  |                     |           |
| 2.62%*, 11/1/2017, US Bank NA (a)                                                                                                                                                                       | 3,750,000                | 3,750,000      |
| 2.62%*, 11/1/2027, US Bank NA (a)                                                                                                                                                                       | 5,000,000                | 5,000,000      |
| Minneapolis & St. Paul, MN, Housing & Redevelopment Authority, Children's Health Care System Revenue, Series B, 2.63%*, 8/15/2025 (b)                                                           | 8,275,000                | 8,275,000      |
| Minnesota, Northern Municipal Power Agency, Electric Systems Revenue, Series 46, 2.48%*, 1/1/2016 (b)                                                                                                   | 4,995,000                | 4,995,000      |
| Minnesota, State General Obligation:                                                                                                                                                                    |                     |           |
| Series R-4065, 144A, 2.43%*, 8/1/2023                                                                                                                                                                   | 3,830,000                | 3,830,000      |
| 5.0%, 8/1/2008                                                                                                                                                                                          | 5,000,000                | 5,043,605      |
| University of Minnesota, Series A, 2.63%*, 1/1/2034                                                                                                                                                     | 4,500,000                | 4,500,000      |
| University of Minnesota, Special Purpose Revenue, Series 2487, 144A, 2.43%*, 8/1/2029                                                                                                              | 6,170,000                | 6,170,000      |
|                                                                                                                                                                                                    | **41,563,605**           |
| **Mississippi 0.4%**                                                                                                                                                                                    |
| Mississippi, Redstone Partners Floaters/Residuals Trust:                                                                                                                                                |                     |           |
| Series A, AMT, 144A, 2.67%*, 12/1/2047                                                                                                                                                                  | 7,995,000                | 7,995,000      |
| Series C, AMT, 144A, 2.67%*, 12/1/2047                                                                                                                                                                  | 9,375,000                | 9,375,000      |
|                                                                                                                                                                                                    | **17,370,000**           |
| **Missouri 0.8%**                                                                                                                                                                                       |
| Missouri, Development Finance Board, Air Cargo Facility Revenue, St. Louis Airport, AMT, 2.64%*, 3/1/2030, American National Bank & Trust (a)                                                       | 12,000,000               | 12,000,000     |
| Missouri, State Health & Educational Facilities Authority Revenue, Series 2657, 144A, 2.51%*, 1/15/2015                                                                                             | 2,300,000                | 2,300,000      |
| Missouri, State Health & Educational Facilities Authority Revenue, Rockhurst High School, 2.5%*, 9/1/2027, Allied Irish Bank PLC (a)                                                           | 4,640,000                | 4,640,000      |
| Platte County, MO, Industrial Development Authority Industrial Revenue, Complete Home Concepts, Series A, AMT, 2.61%*, 1/1/2039, Columbian Bank (a)                                                     | 6,800,000                | 6,800,000      |
| St Louis, MO, Airport Revenue, Series 004, 144A, 2.47%*, 7/1/2026 (b)                                                                                                                              | 4,320,000                | 4,320,000      |
|                                                                                                                                                                                                    | **30,060,000**           |
| **Nebraska 0.2%**                                                                                                                                                                                       |
| Nebraska, Investment Finance Authority, Single Family Housing Revenue:                                                                                                                                  |                     |           |
| Series B, AMT, 3.05%*, 9/1/2034                                                                                                                                                                         | 4,755,000                | 4,755,000      |
| Series E, AMT, 3.05%*, 9/1/2034                                                                                                                                                                         | 4,080,000                | 4,080,000      |
|                                                                                                                                                                                                    | **8,835,000**            |
| **Nevada 1.2%**                                                                                                                                                                                         |
| Clark County, NV, Airport Revenue, Series D-3, 2.56%*, 7/1/2029, Bayerische Landesbank (a)                                                                                                              | 14,350,000               | 14,350,000     |
| Clark County, NV, Water Reclamation District, Series 2295, 144A, 2.58%*, 7/1/2015 (b)                                                                                                                   | 4,815,000                | 4,815,000      |
| Nevada, Housing Division Single Family Mortgage Revenue:                                                                                                                                                |                     |           |
| Series A, AMT, 2.8%*, 10/1/2039                                                                                                                                                                         | 14,700,000               | 14,700,000     |
| Series B, AMT, 2.8%*, 4/1/2042                                                                                                                                                                          | 8,000,000                | 8,000,000      |
| Nevada, Housing Division, Multi-Unit Housing, Apache Project, Series A, AMT, 2.65%*, 10/15/2032                                                                                                         | 4,400,000                | 4,400,000      |
|                                                                                                                                                                                                    | **46,265,000**           |
| **New Hampshire 1.5%**                                                                                                                                                                                  |
| New Hampshire, Health & Education Facilities Authority Revenue, Currier Museum of Art, 2.46%*, 8/1/2036, Citizens Bank of NH (a)                                                                    | 11,000,000               | 11,000,000     |
| New Hampshire, Health & Education Facilities Authority Revenue, Kendal at Hanover, Series B, 2.47%*, 10/1/2030, RBS Citizens NA (a)                                                                 | 13,895,000               | 13,895,000     |
| New Hampshire, Health & Education Facilities Authority Revenue, LRG Healthcare, Series B, 2.53%*, 1/1/2032, JPMorgan Chase Bank (a)                                                                 | 8,335,000                | 8,335,000      |
| New Hampshire, Health & Educational Facilities Authority Revenue, Androscoggin Valley Hospital, 2.53%*, 11/1/2027, JPMorgan Chase Bank (a)                                                          | 15,000,000               | 15,000,000     |
| New Hampshire, Health & Educational Facilities Authority Revenue, University of New Hampshire, Series A, 2.65%*, 7/1/2035                                                                           | 5,050,000                | 5,050,000      |
| New Hampshire, Higher Educational & Health Facilities Authority Revenue, Greater Manchester YMCA, 2.55%*, 10/1/2028, RBS Citizens NA (a)                                                            | 3,800,000                | 3,800,000      |
|                                                                                                                                                                                                    | **57,080,000**           |
| **New Jersey 0.1%**                                                                                                                                                                                     |
| New Jersey, Economic Development Authority, Industrial Development Revenue, CST-Products LLC Project, AMT, 2.56%*, 4/1/2026, National Bank of Canada (a)                                                | 2,960,000                | **2,960,000**  |
| **New Mexico 1.0%**                                                                                                                                                                                     |
| Bernalillo County, NM, Gross Receipts Tax Revenue, Series 2004-B, 144A, 2.51%*, 4/1/2027 (b)                                                                                                       | 10,320,000               | 10,320,000     |
| New Mexico, UBS Municipal (CRVS), Various States, Series 07-23, AMT, 144A, 2.54%*, 2/1/2017                                                                                                        | 10,670,000               | 10,670,000     |
| University of New Mexico Revenues, 2.7%*, 6/1/2026                                                                                                                                                      | 20,185,000               | 20,185,000     |
|                                                                                                                                                                                                    | **41,175,000**           |
| **New York 5.0%**                                                                                                                                                                                       |
| Albany County, NY, Airport Authority Revenue, Series A, AMT, 2.55%*, 12/15/2023, Bank of America NA (a)                                                                                                 | 6,000,000                | 6,000,000      |
| New York, Austin Trust, Various States:                                                                                                                                                                 |                     |           |
| Series 2008-1064, 144A, 2.43%*, 6/1/2032                                                                                                                                                                | 20,600,000               | 20,600,000     |
| Series 2008-1066, AMT, 144A, 2.47%*, 4/1/2036                                                                                                                                                           | 9,175,000                | 9,175,000      |
| New York, Metropolitan Transportation Authority Revenue, 144A, 2.46%*, 11/15/2026 (b)                                                                                                                   | 5,410,000                | 5,410,000      |
| New York, State Housing Finance Agency Revenue, 316 Eleventh Ave. Housing, Series A, AMT, 2.7%*, 5/15/2041                                                                                              | 3,000,000                | 3,000,000      |
| New York, State Mortgage Agency Homeowner Revenue, Series 153, AMT, 2.63%*, 4/1/2047                                                                                                                    | 20,000,000               | 20,000,000     |
| New York, Triborough Bridge & Tunnel Authority Revenues, Series C, 6.0%*, 1/1/2032 (b)                                                                                                              | 18,800,000               | 18,800,000     |
| New York & New Jersey Port Authority, Series R-9207, AMT, 144A, 2.51%*, 9/15/2028                                                                                                                   | 6,000,000                | 6,000,000      |
| New York City, NY, Municipal Water Finance Authority, Water & Sewer Systems Revenue:                                                                                                                |                     |           |
| Series DDD, 144A, 2.72%*, 6/15/2031                                                                                                                                                                     | 12,255,000               | 12,255,000     |
| Series K2-D, 144A, 3.12%*, 6/15/2026 (b)                                                                                                                                                                | 7,300,000                | 7,300,000      |
| Series 2553, 144A, 2.46%*, 6/15/2036 (b)                                                                                                                                                           | 3,000,000                | 3,000,000      |
| New York, NY, General Obligation:                                                                                                                                                                       |                     |           |
| Series H-1, 2.4%*, 3/1/2034, Bank of New York (a)                                                                                                                                                       | 22,255,000               | 22,255,000     |
| Series L-6, 2.5%*, 4/1/2032                                                                                                                                                                             | 50,000,000               | 50,000,000     |
| Ontario County, NY, Industrial Development Agency, Civic Facility Revenue, Frederick Ferris Thompson Hospital, Series B, 2.73%*, 7/1/2030, KeyBank of New York (a)                                      | 3,000,000                | 3,000,000      |
| Ontario County, NY, Industrial Development Agency, Civic Facility Revenue, Greater Canadaigua Family, 2.51%*, 10/1/2040, RBS Citizens NA (a)                                                            | 8,360,000                | 8,360,000      |
|                                                                                                                                                                                                    | **195,155,000**          |
| **North Carolina 2.2%**                                                                                                                                                                                 |
| North Carolina, BB&T Municipal Trust, Various States:                                                                                                                                               |                     |           |
| Series 1008, 144A, 2.51%*, 3/1/2024, Branch Banking & Trust (a)                                                                                                                           | 6,395,000                | 6,395,000      |
| Series 1009, 144A, 2.51%*, 3/1/2024, Branch Banking & Trust (a)                                                                                                                           | 6,865,000                | 6,865,000      |
| Series 1011, 144A, 2.51%*, 4/1/2024, Branch Banking & Trust (a)                                                                                                                           | 8,750,000                | 8,750,000      |
| North Carolina, Capital Educational Facilities Finance Agency Revenue, High Point University Project, 2.48%*, 12/1/2028, Branch Banking & Trust (a)                                                 | 3,755,000                | 3,755,000      |
| North Carolina, Capital Facilities Finance Agency, Educational Revenue, Forsyth Country Day School, 2.48%*, 12/1/2031, Branch Banking & Trust (a)                                                   | 11,860,000               | 11,860,000     |
| North Carolina, Capital Facilities Finance Agency, Educational Facilities Revenue, Salem Academy & College Project, 2.48%*, 8/1/2030, Branch Banking & Trust (a)                 | 7,400,000                | 7,400,000      |
| North Carolina, Medical Care Commission, Health Care Facilities Revenue, Lutheran Retirement Project, 2.42%*, 1/1/2037, SunTrust Bank (a)                                                               | 9,725,000                | 9,725,000      |
| North Carolina, Medical Care Commission, Retirement Facilities Revenue, First Mortgage Southminster, Series C, 2.46%*, 10/1/2014, Sovereign Bank FSB (a)                                           | 10,000,000               | 10,000,000     |
| North Carolina, Medical Care Commission, Hospital Revenue, Iredell Memorial Hospital, 2.55%*, 10/1/2037, Bank of America NA (a)                                                                         | 1,200,000                | 1,200,000      |
| North Carolina, Medical Care Commission, Hospital Revenue, Southeastern Regional Medical Center, 2.48%*, 6/1/2037, Branch Banking & Trust (a)                                                       | 2,500,000                | 2,500,000      |
| North Carolina, Medical Care Commission, Retirement Facilities Revenue, First Mortgage-United Methodist, Series B, 2.48%*, 10/1/2035, Branch Banking & Trust (a)                                    | 5,000,000                | 5,000,000      |
| North Carolina, Piedmont Triad Airport Authority Revenue:                                                                                                                                               |                     |           |
| Series A, 2.45%*, 7/1/2032, Branch Banking & Trust (a)                                                                                                                                              | 5,000,000                | 5,000,000      |
| Series B, AMT, 2.6%*, 7/1/2029, Branch Banking & Trust (a)                                                                                                                           | 4,100,000                | 4,100,000      |
| University of North Carolina Revenues:                                                                                                                                                                  |                     |           |
| Series R-11292, 144A, 2.43%*, 12/1/2036                                                                                                                                                                 | 3,090,000                | 3,090,000      |
| Series 2661, 144A, 2.51%*, 12/1/2015                                                                                                                                                                    | 2,500,000                | 2,500,000      |
|                                                                                                                                                                                                    | **88,140,000**           |
| **Ohio 3.0%**                                                                                                                                                                                           |
| Akron, Bath & Copley, OH, Joint Township Hospital District Revenue, Health Care Facility, Summner Project, 2.48%*, 12/1/2032, KBC Bank NV (a)                                                       | 5,130,000                | 5,130,000      |
| Athens County, OH, Port Authority, Housing Revenue, University Housing for Ohio, Inc. Project, 2.53%*, 6/1/2032, Wachovia Bank NA (a)                                                                   | 11,175,000               | 11,175,000     |
| Butler County, OH, Healthcare Facilities Revenue, LifeSphere Project, 2.46%*, 5/1/2030, US Bank NA (a)                                                                                                  | 5,575,000                | 5,575,000      |
| Columbus, OH, General Obligation, Series R-11293, 144A, 2.43%*, 9/1/2020                                                                                                                                | 6,000,000                | 6,000,000      |
| Hamilton County, OH, Hospital Facilities Revenue, Children's Hospital Medical Center, Series N, 2.43%*, 5/15/2037, JPMorgan Chase Bank (a)                                                              | 6,000,000                | 6,000,000      |
| Ohio, Clipper Tax-Exempt Certificate Trust, Series 2006-8, AMT, 144A, 2.55%*, 11/1/2008                                                                                                                 | 6,981,000                | 6,981,000      |
| Ohio, Housing Finance Agency, Mortgage Revenue, Residential-Mortgage Backed, Series D, AMT, 2.71%*, 9/1/2036                                                                                       | 45,000,000               | 45,000,000     |
| Ohio, State Air Quality Development Authority Revenue, Pollution Control, First Energy Generation, Series A, 2.65%*, 12/1/2023, KeyBank NA (a)                                                          | 25,000,000               | 25,000,000     |
| Summit County, OH, Revenue Bonds, Western Reserve Academy Project, 2.44%*, 10/1/2027, KeyBank NA (a)                                                                                                    | 5,125,000                | 5,125,000      |
|                                                                                                                                                                                                    | **115,986,000**          |
| **Oklahoma 1.2%**                                                                                                                                                                                       |
| Oklahoma, Development Finance Authority, Continuing Care Retirement, Inverness Village Project, Series A, 2.49%*, 1/1/2042, KBC Bank NV (a)                                                             | 16,000,000               | 16,000,000     |
| Oklahoma, State Turnpike Authority Revenue:                                                                                                                                                             |                     |           |
| Series B, 2.05%*, 1/1/2028                                                                                                                                                                              | 6,670,000                | 6,670,000      |
| Series C, 2.05%*, 1/1/2028                                                                                                                                                                              | 9,405,000                | 9,405,000      |
| Series D, 2.5%*, 1/1/2028                                                                                                                                                                               | 14,900,000               | 14,900,000     |
|                                                                                                                                                                                                    | **46,975,000**           |
| **Oregon 3.6%**                                                                                                                                                                                         |
| Austin Trust, Various States, Series 2007-313, 144A, 2.47%*, 12/1/2039                                                                                                                                  | 8,805,000                | 8,805,000      |
| Oregon, Munitops II Trust:                                                                                                                                                                              |                     |           |
| Series 2007-38, 144A, 2.45%*, 6/15/2015 (b)                                                                                                                                                             | 8,471,000                | 8,471,000      |
| Series 2007-64, 144A, 2.45%*, 6/15/2015 (b)                                                                                                                                                             | 10,980,000               | 10,980,000     |
| Oregon, State General Obligation, Tax Anticipation Notes, Series A, 4.5%, 6/30/2008                                                                                                                     | 90,000,000               | 90,124,420     |
| Oregon, State General Obligation, Veterans Welfare, Series 89B, AMT, 2.65%*, 12/1/2038                                                                                                             | 7,500,000                | 7,500,000      |
| Salem, OR, Hospital Facility Authority Revenue, Capital Manor, Inc. Project:                                                                                                                            |                     |           |
| 2.48%*, 5/1/2034, Bank of America NA (a)                                                                                                                                                                | 8,985,000                | 8,985,000      |
| 2.48%*, 5/1/2037, Bank of America NA (a)                                                                                                                                                                | 5,665,000                | 5,665,000      |
|                                                                                                                                                                                                    | **140,530,420**          |
| **Pennsylvania 3.9%**                                                                                                                                                                                   |
| Adams County, PA, Industrial Development Authority Revenue, Brethren Home Community Project, 2.48%*, 6/1/2032, PNC Bank NA (a)                                                                          | 7,785,000                | 7,785,000      |
| Alleghany County, PA, Gateway School District, Series 2315, 144A, 2.51%*, 7/15/2015 (b)                                                                                                            | 2,840,000                | 2,840,000      |
| Allentown, PA, Area Hospital Authority Revenue, Sacred Heart Hospital, Series B, 2.38%*, 7/1/2023, Wachovia Bank NA (a)                                                                            | 5,785,000                | 5,785,000      |
| Beaver County, PA, Industrial Development Authority, Pollution Control Revenue, First Energy, Series B, 2.61%*, 12/1/2041, Royal Bank of Scotland (a)                                                   | 5,000,000                | 5,000,000      |
| Chester County, PA, Industrial Development Authority, Student Housing Revenue, University Student Housing LLC, Series A, 2.43%*, 2/1/2043, Citizens Bank of PA (a)                                      | 8,000,000                | 8,000,000      |
| Cumberland County, PA, Municipal Authority Revenue, Diakon Lutheran Social, Series B, 2.35%*, 1/1/2025, Wachovia Bank NA (a)                                                                            | 11,500,000               | 11,500,000     |
| Cumberland County, PA, Municipal Authority Revenue, LSN/TLS Obligated Group Project, Series D, 2.35%*, 1/1/2033, Wachovia Bank NA (a)                                                                   | 14,205,000               | 14,205,000     |
| Dauphin County, PA, General Authority Revenue, Series H, 2.65%*, 6/1/2026 (b)                                                                                                                           | 15,000,000               | 15,000,000     |
| Delaware County, PA, Authority Revenue, Riddle Village Project, 2.45%*, 6/1/2037, Sovereign Bank FSB (a)                                                                                                | 9,800,000                | 9,800,000      |
| Hamburg, PA, Area School District, 2.45%*, 5/15/2025 (b)                                                                                                                                                | 3,900,000                | 3,900,000      |
| Latrobe, PA, Industrial Development Authority Revenue, Greensburg Diocese, 2.44%*, 6/1/2033, Allied Irish Bank PLC (a)                                                                             | 2,180,000                | 2,180,000      |
| Monroe County, PA, Hospital Authority Revenue, Stars-Pocono Medical Center, Series B, 2.35%*, 1/1/2032, PNC Bank NA (a)                                                                                 | 7,250,000                | 7,250,000      |
| Pennsylvania, BB&T Municipal Trust, Various States, Series 1, 2.45%*, 9/15/2015                                                                                                                | 5,000,000                | 5,000,000      |
| Pennsylvania, State Higher Educational Facilities Authority Revenue, Association of Independent Colleges & Universities, Series L-3, 2.43%*, 5/1/2028, PNC Bank NA (a)               | 5,100,000                | 5,100,000      |
| Philadelphia, PA, Authority for Industrial Development Revenues, Retirement Evangelical, 2.48%*, 10/1/2038, Citizens Bank NA (a)                                                                        | 5,000,000                | 5,000,000      |
| Philadelphia, PA, Redstone Partners Floaters Residuals Trust, Series B, AMT, 144A, 2.67%*, 4/1/2048, Wachovia Bank NA (a)                                                                          | 8,995,000                | 8,995,000      |
| Philadelphia, PA, School District, Tax & Revenue Anticipation Notes, Series A, 4.5%, 6/27/2008, Bank of America NA (a)                                                                              | 35,000,000               | 35,041,129     |
|                                                                                                                                                                                                    | **152,381,129**          |
| **Rhode Island 0.2%**                                                                                                                                                                                   |
| Rhode Island, UBS Municipal (CRVS), Various States, Series 07-1038, AMT, 144A, 2.54%*, 9/1/2027                                                                                                    | 6,665,000                | **6,665,000**  |
| **South Carolina 2.2%**                                                                                                                                                                                 |
| Greenwood County, SC, Exempt Facility Industrial Revenue, Fuji Photo Film Project, AMT, 2.58%*, 9/1/2011                                                                                                | 3,300,000                | 3,300,000      |
| South Carolina, Educational Facilities Authority for Private Nonprofit Institutions, Coker College, 2.45%*, 6/1/2019, Wachovia Bank NA (a)                                                              | 3,675,000                | 3,675,000      |
| South Carolina, Jobs Economic Development Authority Revenue, Goodwill Industries of Lower South Carolina, 2.43%*, 10/1/2028, Wachovia Bank NA (a)                                                       | 16,620,000               | 16,620,000     |
| South Carolina, Jobs Economic Development Authority Revenue, Goodwill Industries of Upper South Carolina, Inc., Project, 2.48%*, 9/1/2028, Branch Banking & Trust (a)           | 6,400,000                | 6,400,000      |
| South Carolina, Jobs Economic Development Authority, Hospital Facilities Revenue, Sisters of Charity Hospitals, 2.42%*, 11/1/2032, Wachovia Bank NA (a)                                                 | 13,090,000               | 13,090,000     |
| South Carolina, Lehman Municipal Trust Receipts, Various States:                                                                                                                                   |                     |           |
| Series P138-D, 144A, 2.85%*, 5/15/2024 (b)                                                                                                                                                              | 15,095,000               | 15,095,000     |
| Series 2007-P93W, AMT, 144A, 3.38%*, 7/1/2037                                                                                                                                                           | 4,975,000                | 4,975,000      |
| South Carolina, Macron Trust, Various States, Series 2007-303, 144A, 2.47%*, 2/1/2012, Bank of America NA (a)                                                                       | 9,080,000                | 9,080,000      |
| South Carolina, Medical University Hospital Authority Facilities Revenue, Series A-5, 144A, 2.51%*, 8/15/2027 (b)                                                                             | 8,765,000                | 8,765,000      |
| South Carolina, Transportation Infrastructure Bank Revenue, Series 316, 144A, 2.43%*, 10/1/2021 (b)                                                                                                     | 5,190,000                | 5,190,000      |
|                                                                                                                                                                                                    | **86,190,000**           |
| **South Dakota 1.3%**                                                                                                                                                                                   |
| South Dakota, Conservancy District Revenue, State Revolving Fund Program, 2.35%*, 8/1/2029                                                                                                              | 40,000,000               | 40,000,000     |
| South Dakota, Economic Development Finance Authority, Industrial Development Revenue, Wilson Trailer Project, AMT, 144A, 2.66%*, 2/1/2028, First American Bank (a)                                      | 10,000,000               | 10,000,000     |
|                                                                                                                                                                                                    | **50,000,000**           |
| **Tennessee 1.0%**                                                                                                                                                                                      |
| Chattanooga, TN, Health Educational & Housing Facility Board Revenue, Catholic Health, Series C, 2.5%*, 5/1/2039                                                                               | 8,650,000                | 8,650,000      |
| Clarksville, TN, Public Building Authority Revenue, Murfreesboro Lane, 2.44%*, 7/1/2024, SunTrust Bank (a)                                                                                              | 7,000,000                | 7,000,000      |
| Nashville & Davidson County, TN, Metropolitan Government Health & Educational Facilities Board Revenue, Housing Old Hickory Towers, Series A, AMT, 144A, 2.75%*, 1/1/2030, Wachovia Bank NA (a) | 3,596,000                | 3,596,000      |
| Nashville & Davidson County, TN, Metropolitan Government Health & Educational Facilities Board Revenue, Jackson Grove Apartments, Series A, AMT, 2.59%*, 4/1/2036, Marshall & Ilsley (a)    | 10,000,000               | 10,000,000     |
| Shelby County, TN, Health, Educational & Housing Facilities Board Revenue, Trezevant Manor Project, Series A, 2.43%*, 9/1/2039, LaSalle Bank NA (a)                                                 | 7,225,000                | 7,225,000      |
| Tennessee, Redstone Partners Floaters/Residuals Trust, Series B, AMT, 144A, 2.67%*, 12/1/2047                                                                                                           | 3,120,000                | 3,120,000      |
|                                                                                                                                                                                                    | **39,591,000**           |
| **Texas 13.9%**                                                                                                                                                                                         |
| ABN AMRO, Munitops Certificates Trust:                                                                                                                                                                  |                     |           |
| Series 2002-15, 144A, 2.44%*, 8/1/2010                                                                                                                                                                  | 15,925,000               | 15,925,000     |
| Series 2004-38, 144A, 2.44%*, 2/15/2011                                                                                                                                                                 | 9,205,000                | 9,205,000      |
| Series 2006-23, 144A, 2.44%*, 6/15/2014                                                                                                                                                                 | 14,825,000               | 14,825,000     |
| Series 2006-59, 144A, 2.44%*, 8/1/2013                                                                                                                                                                  | 10,000,000               | 10,000,000     |
| Series 2007-01, 144A, 2.44%*, 2/15/2027                                                                                                                                                                 | 15,650,000               | 15,650,000     |
| City of Houston, TX, 2.35%, 6/11/2008                                                                                                                                                                   | 10,000,000               | 10,000,000     |
| Clear Creek, TX, Independent School District, Series 04, 144A, 2.82%*, 2/15/2029 (b)                                                                                                                    | 4,495,000                | 4,495,000      |
| Galveston County, TX, Series R-11275WF, 2.48%*, 2/1/2028 (b)                                                                                                                                       | 4,000,000                | 4,000,000      |
| Harris County, TX, Flood Control District, Series B, 2.43%*, 10/1/2024                                                                                                                             | 14,200,000               | 14,200,000     |
| Harris County, TX, Health Facilities Development Corp. Revenue, Methodist Hospital:                                                                                                                     |                     |           |
| Series A-3, 2.65%*, 12/1/2039 (b)                                                                                                                                                                       | 20,000,000               | 20,000,000     |
| Series A-4, 2.65%*, 12/1/2039                                                                                                                                                                           | 39,250,000               | 39,250,000     |
| Series C, 2.65%*, 12/1/2041 (b)                                                                                                                                                                         | 25,000,000               | 25,000,000     |
| Harris County, TX, Health Facilities Development Corp., Hospital Revenue, Memorial Hermann Healthcare System, Series A, 2.65%*, 6/1/2027 (b)                                                            | 20,000,000               | 20,000,000     |
| Harris County, TX, Series 1111, 144A, 2.51%*, 8/15/2009 (b)                                                                                                                                             | 3,845,000                | 3,845,000      |
| Hays, TX, Consolidated Independent School District, Series D32, 144A, 2.72%*, 8/15/2026                                                                                                                 | 7,950,000                | 7,950,000      |
| Houston, TX, Housing Finance Corp., Series 2110, AMT, 144A, 2.58%*, 12/1/2040                                                                                                                           | 7,395,000                | 7,395,000      |
| Houston, TX, Utility System Revenue, Series 2227, 144A, 2.51%*, 5/15/2015 (b)                                                                                                                           | 5,570,000                | 5,570,000      |
| Humble, TX, Independent School District, School Building, 2.75%*, 6/15/2023                                                                                                                             | 3,365,000                | 3,365,000      |
| Kendall County, TX, Health Facilities Development Corp. Revenue, Morningside Ministries, Series A, 2.45%*, 1/1/2041, Allied Irish Bank PLC (a)                                                          | 6,100,000                | 6,100,000      |
| Lubbock, TX, Independent School District, School Building, 2.43%*, 2/1/2030                                                                                                                             | 8,550,000                | 8,550,000      |
| North Texas, Higher Education Authority Inc., Student Loan Revenue, Series A, AMT, 2.75%*, 12/1/2038, Lloyds TSB Bank PLC (a)                                                                      | 2,600,000                | 2,600,000      |
| North Texas Tollway Authority, 1.35%, 6/5/2008                                                                                                                                                          | 6,000,000                | 6,000,000      |
| Northside, TX, Independent School District, Series 1301, 144A, 2.51%*, 12/15/2013                                                                                                                       | 4,590,000                | 4,590,000      |
| San Antonio, TX, Airport Systems Revenue, Series 2408, AMT, 144A, 2.61%*, 7/1/2015 (b)                                                                                                                  | 8,645,000                | 8,645,000      |
| Socorro, TX, Independent School District, Series 2328T, 144A, 2.51%*, 8/15/2014                                                                                                                         | 4,000,000                | 4,000,000      |
| Texas, A&M University Revenues, Series 944, 144A, 2.51%*, 5/15/2013                                                                                                                                 | 1,775,000                | 1,775,000      |
| Texas, Alliance Airport Authority, Inc., Special Facilities Revenue, Series 2088, AMT, 144A, 2.53%*, 4/1/2021                                                                                           | 19,910,000               | 19,910,000     |
| Texas, Capital Area Housing Finance Corp., Cypress Creek at River Apartments, AMT, 2.65%*, 10/1/2039, Citibank NA (a)                                                                    | 11,000,000               | 11,000,000     |
| Texas, Lehman Municipal Trust Receipts, Various States, Series 2007-P94W, AMT, 144A, 3.38%*, 3/1/2039                                                                                                   | 7,650,000                | 7,650,000      |
| Texas, Macon Trust, Various States, Series 2007-307, AMT, 2.51%*, 4/1/2009                                                                                                                              | 23,995,000               | 23,995,000     |
| Texas, North East Independent School District, "A", 144A, 2.42%*, 8/1/2037                                                                                                                              | 8,935,000                | 8,935,000      |
| Texas, Redstone Partners Floaters / Residuals Trust:                                                                                                                                                    |                     |           |
| Series A, AMT, 144A, 2.67%*, 12/1/2047                                                                                                                                                                  | 12,200,000               | 12,200,000     |
| Series D, AMT, 144A, 2.67%*, 12/1/2047                                                                                                                                                                  | 7,945,000                | 7,945,000      |
| Texas, State Department of Housing & Community Affairs, Multi-Family Housing Revenue, Series 2108, AMT, 144A, 2.58%*, 6/20/2047                                                                     | 5,060,000                | 5,060,000      |
| Texas, State General Obligation, Series 2337, 144A, 2.51%*, 4/1/2015                                                                                                                                    | 2,960,000                | 2,960,000      |
| Texas, State General Obligation, Veteran Housing Assistance Fund II, Series A, AMT, 2.55%*, 12/1/2038                                                                                                   | 16,000,000               | 16,000,000     |
| Texas, State Tax & Revenue Anticipation Notes, 4.5%, 8/28/2008                                                                                                                                 | 96,000,000               | 96,240,890     |
| Texas, State Transportation Commission Revenue, Series 2393, 144A, 2.51%*, 4/1/2015                                                                                                                | 2,195,000                | 2,195,000      |
| Texas, Upper Trinity Regional Water District, 2.55%, 6/18/2008                                                                                                                                     | 15,550,000               | 15,550,000     |
| Travis County, TX, Health Facilities Development Corp., Retirement Facilities Revenue, Longhorn Village Project, Series B, 2.5%*, 7/1/2037, Bank of Scotland (a)                                        | 13,800,000               | 13,800,000     |
| Travis County, TX, Housing Finance Corp., Single Family Mortgage Revenue, Series P21U-D, AMT, 144A, 3.35%*, 6/1/2039                                                                               | 2,965,000                | 2,965,000      |
| University of Texas, Systems Revenue, 2.58%, 6/5/2008                                                                                                                                                   | 25,000,000               | 25,000,000     |
|                                                                                                                                                                                                    | **544,340,890**          |
| **Utah 2.5%**                                                                                                                                                                                           |
| Utah, Water Finance Agency Revenue:                                                                                                                                                                     |                     |           |
| Series A-3, 3.15%*, 7/1/2023 (b)                                                                                                                                                                   | 4,900,000                | 4,900,000      |
| Series A-9, 3.15%*, 7/1/2034 (b)                                                                                                                                                                        | 23,355,000               | 23,355,000     |
| Series A-11, 3.15%*, 7/1/2031 (b)                                                                                                                                                                       | 12,400,000               | 12,400,000     |
| Series A-16, 3.15%*, 7/1/2036 (b)                                                                                                                                                                       | 26,600,000               | 26,600,000     |
| Series B, 2.7%*, 10/1/2037                                                                                                                                                                              | 32,665,000               | 32,665,000     |
|                                                                                                                                                                                                    | **99,920,000**           |
| **Vermont 0.3%**                                                                                                                                                                                        |
| Vermont, Housing Finance Agency, Series A, AMT, 2.85%*, 5/1/2037 (b)                                                                                                                               | 12,800,000               | **12,800,000** |
| **Virginia 1.9%**                                                                                                                                                                                       |
| Norfolk, VA, State General Obligations, AMT, 2.52%*, 8/1/2037                                                                                                                                      | 12,000,000               | 12,000,000     |
| RBC Municipal Products, Inc. Trust, Various States:                                                                                                                                                     |                     |           |
| Series C-2, AMT, 144A, 2.58%*, 1/1/2014, Royal Bank of Canada (a)                                                                                                                             | 9,715,000                | 9,715,000      |
| Series C-8, AMT, 144A, 2.58%*, 9/1/2039, Royal Bank of Canada (a)                                                                                                                             | 25,665,000               | 25,665,000     |
| Roanoke, VA, Industrial Development Authority Hospital Revenue, Carilion Health Systems, Series B-1, 2.54%*, 7/1/2038 (b)                                                                          | 10,000,000               | 10,000,000     |
| Virginia, Chesapeake Bay Bridge & Tunnel District Revenue, Series A, 2.44%*, 5/28/2021, Branch Banking & Trust (a)                                                                              | 8,250,000                | 8,250,000      |
| Virginia, Pocahontas Parkway Association, Toll Road Revenue Prerefunded:                                                                                                                                |                     |           |
| Series B, Zero Coupon, 8/15/2012                                                                                                                                                                        | 2,100,000                | 1,708,893      |
| Series B, Zero Coupon, 8/15/2014                                                                                                                                                                        | 5,100,000                | 3,701,722      |
| Winchester, VA, Industrial Development Authority, Residential Care Facility Revenue, Westminster-Cantenbury, Series B, 2.48%*, 1/1/2035, Branch Banking & Trust (a)                                 | 3,000,000                | 3,000,000      |
|                                                                                                                                                                                                    | **74,040,615**           |
| **Washington 1.4%**                                                                                                                                                                                     |
| King County, WA, General Obligation, 5.0%, 6/1/2008                                                                                                                                                     | 8,000,000                | 8,016,330      |
| King County, WA, Housing Authority Revenue, Summerfield Apartments Project, 2.31%*, 9/1/2035, US Bank NA (a)                                                                                            | 1,655,000                | 1,655,000      |
| King County, WA, Public Hospital District No. 002, Series R-6036, 144A, 2.51%*,12/1/2023 (b)                                                                                                       | 1,260,000                | 1,260,000      |
| RBC Municipal Products, Inc. Trust, Various States, Series C-7, AMT, 144A, 2.58%*, 12/1/2009, Royal Bank of Canada (a)                                                                        | 10,000,000               | 10,000,000     |
| Washington, Solar Eclipse Funding Trust, Series 2007-0094, 144A, 2.49%*, 10/1/2036, US Bank NA (a) (b)                                                                                                  | 4,205,000                | 4,205,000      |
| Washington, State Economic Development Finance Authority, Solid Waste Disposal Revenue, Waste Management, Inc. Project, Series D, AMT, 2.6%*, 7/1/2030, JPMorgan Chase Bank (a)                         | 3,200,000                | 3,200,000      |
| Washington, State General Obligation, Series 2599, 144, 2.51%*, 1/1/2016                                                                                                                                | 4,505,000                | 4,505,000      |
| Washington, State Health Care Facilities Authority Revenue, Highline Medical Center, 2.45%*, 8/15/2034, Bank of America NA (a)                                                                          | 3,000,000                | 3,000,000      |
| Washington, State Health Care Facilities Authority Revenue, Seattle Cancer Care, 2.48%*, 3/1/2035, KeyBank NA (a)                                                                                       | 3,815,000                | 3,815,000      |
| Washington, State Higher Education Facilities Authority Revenue, Seattle University Project, Series A, 2.51%*, 5/1/2028, US Bank NA (a)                                                                 | 9,595,000                | 9,595,000      |
| Washington, State Housing Finance Commission, Multi-Family Housing Revenue, Lake City Senior Apartments Project, Series A, AMT, 2.56%*, 7/1/2039                                                        | 2,000,000                | 2,000,000      |
| Washington, State Housing Finance Commission, Nonprofit Revenue, Eastside Catholic School, Series A, 2.47%*, 7/1/2038, KeyBank NA (a)                                                                   | 4,000,000                | 4,000,000      |
|                                                                                                                                                                                                    | **55,251,330**           |
| **Wisconsin 1.6%**                                                                                                                                                                                      |
| Wisconsin, Clipper Tax-Exempt Certificates Trust, Series 2007-5, 144A, 2.53%*, 9/1/2017                                                                                                            | 6,755,000                | 6,755,000      |
| Wisconsin, State Health & Educational Facilities Authority Revenue, Amery Regional Medical Center, Inc., Series A, 2.62%*, 5/1/2036, Fifth Third Bank (a)                                           | 8,630,000                | 8,630,000      |
| Wisconsin, State Health & Educational Facilities Authority Revenue, Franciscan Sisters, Series B, 2.35%*, 9/1/2033, Marshall & Ilsley (a)                                                       | 5,020,000                | 5,020,000      |
| Wisconsin, State Health & Educational Facilities Authority Revenue, Marshfield Clinic, Series B, 2.49%*, 1/15/2036, Marshall & Ilsley (a)                                                       | 16,500,000               | 16,500,000     |
| Wisconsin, State Health & Educational Facilities Authority Revenue, Mercy Alliance, Inc., 2.49%*, 6/1/2022, Marshall & Ilsley (a)                                                               | 10,000,000               | 10,000,000     |
| Wisconsin, State Health & Educational Facilities Authority Revenue, St. Norbert College, Inc., 2.68%*, 2/1/2038, JPMorgan Chase & Co. (a)                                                       | 14,500,000               | 14,500,000     |
|                                                                                                                                                                                                    | **61,405,000**           |
| **Multi-State 0.5%**                                                                                                                                                                                    |
| ABN AMRO, Munitops Certificates Trust, Series 2004-7, 144A, 2.44%*, 8/1/2012                                                                                                                            | 19,995,000               | **19,995,000** |

|                                                       | **% of Net Assets** | **Value ($)**     |
|------------------------------------------------------------|---------------------|-------------------|
|                                                       |                |
| **Total Investment Portfolio** (Cost $3,838,897,884)+ | 98.1                | **3,838,897,884** |
| **Other Assets and Liabilities, Net**                      | 1.9                 | **76,091,643**    |
| **Net Assets**                                             | 100.0               | **3,914,989,527** |

| **Insurance Coverage**               | **As a % of Total Investment Portfolio** |
|--------------------------------------|------------------------------------------|
| Ambac Financial Group, Inc.          | 3.1                                      |
| Financial Guaranty Insurance Company | 0.1                                      |
| Financial Security Assurance, Inc.   | 9.2                                      |
| MBIA Corporation                     | 5.1                                      |

*144A: Security exempt from registration under Rule 144A of the Securities Act of 1933. These securities may be resold in transactions exempt from registration, normally to qualified institutional buyers.*

*AMT: Subject to alternative minimum tax*

*ETM: Escrowed to Maturity*

*CRVS: Custodial Residual and Variable Securities*

*Prerefunded: Bonds which are prerefunded are collateralized usually by US Treasury securities which are held in escrow and used to pay principal and interest on tax-exempt issues and to retire the bonds in full at the earliest refunding date.*

**

*The accompanying notes are an integral part of the financial statements.*

**Financial Statements**

**Tax-Exempt Portfolio**

| **Statement of Assets and Liabilities**as of April 30, 2008 |
|-------------------------------------------------------------|
| **Assets**                                                  | **Tax-Exempt Portfolio** |
| Investments in securities, valued at amortized cost         | $ 3,838,897,884 |
| Receivable for investments sold                             | 56,650,877 |
| Receivable for Portfolio shares sold                        | 1,420,329 |
| Interest receivable                                         | 23,801,244 |
| Other assets                                                | 123,717 |
| Total assets                                                | 3,920,894,051 |
| **Liabilities**                                             |
| Due to custodian                                            | 1,235,725 |
| Payable for Portfolio shares redeemed                       | 1,279,300 |
| Dividends payable                                           | 1,273,056 |
| Accrued management fee                                      | 608,967 |
| Other accrued expenses and payables                         | 1,507,476 |
| Total liabilities                                           | 5,904,524 |
| **Net assets, at value**                                    | **$ 3,914,989,527** |
| **Net Assets Consist of**                                   |
| Distributions in excess of net investment income            | (5,648) |
| Accumulated net realized gain (loss)                        | 770,975 |
| Paid-in capital                                             | 3,914,224,200 |
| **Net assets, at value**                                    | **$ 3,914,989,527** |

*The accompanying notes are an integral part of the financial statements.*

| **Statement of Assets and Liabilities**as of April 30, 2008 (continued)                                                                                                                                                                                                |
|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| **Net Asset Value**                                                                                                                                                                                                                                                    | **Tax-Exempt Portfolio** |
| **Capital Assets Funds Shares**
**Net Asset Value,** offering and redemption price per share ($16,913,129 ÷ 16,907,941 outstanding shares of beneficial interest, $.01 par value, unlimited number of shares authorized)                    | **$ 1.00** |
| **Davidson Cash Equivalent Shares**
**Net Asset Value,** offering and redemption price per share ($74,807,638 ÷ 74,787,537 outstanding shares of beneficial interest, $.01 par value, unlimited number of shares authorized)                | **$ 1.00** |
| **DWS Tax-Exempt Cash Institutional Shares**
**Net Asset Value,** offering and redemption price per share ($1,750,690,073 ÷ 1,750,354,417 outstanding shares of beneficial interest, $.01 par value, unlimited number of shares authorized) | **$ 1.00** |
| **DWS Tax-Exempt Money Fund**
**Net Asset Value,** offering and redemption price per share ($585,728,804 ÷ 585,549,363 outstanding shares of beneficial interest, $.01 par value, unlimited number of shares authorized)                    | **$ 1.00** |
| **DWS Tax-Free Money Fund Class S**
**Net Asset Value,** offering and redemption price per share ($167,136,324 ÷ 166,920,592 outstanding shares of beneficial interest, $.01 par value, unlimited number of shares authorized)              | **$ 1.00** |
| **Premier Money Market Shares**
**Net Asset Value,** offering and redemption price per share ($421,724,367 ÷ 421,651,899 outstanding shares of beneficial interest, $.01 par value, unlimited number of shares authorized)                  | **$ 1.00** |
| **Service Shares**
**Net Asset Value,** offering and redemption price per share ($75,964,263 ÷ 75,947,395 outstanding shares of beneficial interest, $.01 par value, unlimited number of shares authorized)                                 | **$ 1.00** |
| **Tax-Exempt Cash Managed Shares**
**Net Asset Value,** offering and redemption price per share ($250,456,056 ÷ 250,391,528 outstanding shares of beneficial interest, $.01 par value, unlimited number of shares authorized)               | **$ 1.00** |
| **Tax-Free Investment Class**
**Net Asset Value,** offering and redemption price per share ($571,568,873 ÷ 571,514,452 outstanding shares of beneficial interest, $.01 par value, unlimited number of shares authorized)                    | **$ 1.00** |

*The accompanying notes are an integral part of the financial statements.*

| **Statement of Operations**for the year ended April 30, 2008                                                                         |
|--------------------------------------------------------------------------------------------------------------------------------------|
| **Investment Income**                                                                                                                | **Tax-Exempt Portfolio** |
| Income:Interest                                                                                                                      | $ 120,895,547 |
| Expenses:Management fee                                                                                                              | 5,823,199 |
| Services to shareholders                                                                                                             | 2,441,932 |
| Custodian fees                                                                                                                       | 96,995 |
| Distribution and service fees                                                                                                        | 4,490,215 |
| Professional fees                                                                                                                    | 138,261 |
| Trustees' fees and expenses                                                                                                          | 279,088 |
| Reports to shareholders                                                                                                              | 367,274 |
| Registration fees                                                                                                                    | 254,764 |
| Other                                                                                                                                | 119,935 |
| Total expenses before expense reductions                                                                                             | 14,011,663 |
| Expense reductions                                                                                                                   | (326,021) |
| Total expenses after expense reductions                                                                                              | 13,685,642 |
| **Net investment income**                                                                                                            | **107,209,905** |
| Net realized gain (loss) from investments                                                                                            | 842,162 |
| Net increase from payments by affiliates and net gains (losses) realized on the disposal of investments in violation of restrictions | — |
| **Net gain (loss) on investment transactions**                                                                                       | **842,162** |
| **Net increase (decrease) in net assets resulting from operations**                                                                  | **$ 108,052,067** |

*The accompanying notes are an integral part of the financial statements.*

| **Statement of Changes in Net Assets**                                                                                                                                    | **Tax-Exempt Portfolio**  |
|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------|---------------------------|
| **Increase (Decrease) in Net Assets**                                                                                                                                     | **Years Ended April 30,** |
| **2008**                                                                                                                                                                  | **2007**                  |
| Operations:Net investment income                                                                                                                                          | $ 107,209,905             | $ 42,793,685 |
| Net realized gain (loss)                                                                                                                                                  | 842,162                   | (38,569) |
| Net increase in net assets resulting from operations                                                                                                                      | 108,052,067               | 42,755,116 |
| Distributions to shareholders from:Net investment income:
Capital Assets Funds Shares                                                                                     | (449,540)                 | (763,038) |
| Davidson Cash Equivalent Shares                                                                                                                                           | (1,777,824)               | (1,542,943) |
| DWS Tax-Exempt Cash Institutional Shares                                                                                                                                  | (48,659,956)              | (23,334,535) |
| DWS Tax-Exempt Money Fund                                                                                                                                                 | (19,514,792)              | (2,628,142) |
| DWS Tax-Free Money Fund Class S                                                                                                                                           | (5,179,943)               | (696,051) |
| Premier Money Market Shares                                                                                                                                               | (5,518,669)               | (3,104,921) |
| Service Shares                                                                                                                                                            | (1,321,653)               | (599,315) |
| Tax-Exempt Cash Managed Shares                                                                                                                                            | (7,532,881)               | (8,023,993) |
| Tax-Free Investment Class                                                                                                                                                 | (17,282,509)              | (2,072,885) |
| Total distributions                                                                                                                                                       | (107,237,767)             | (42,765,823) |
| Portfolio share transactions:Proceeds from shares sold                                                                                                                    | 9,580,702,800             | 5,512,706,203 |
| Reinvestment of distributions                                                                                                                                             | 85,897,897                | 26,814,200 |
| Cost of shares redeemed                                                                                                                                                   | (8,577,880,778)           | (5,198,926,703) |
| Net assets acquired in tax-free reorganization                                                                                                                            | —                   | 1,645,753,759 |
| Net increase (decrease) in net assets from Portfolio share transactions                                                                                                   | 1,088,719,919             | 1,986,347,459 |
| **Increase (decrease) in net assets**                                                                                                                                     | 1,089,534,219             | 1,986,336,752 |
| Net assets at beginning of period                                                                                                                                         | 2,825,455,308             | 839,118,556 |
| Net assets at end of period (including distributions in excess of net investment income and undistributed net investment income of $5,648 and $19,024, respectively) | **$ 3,914,989,527**       | **$ 2,825,455,308** |

*The accompanying notes are an integral part of the financial statements.*

**Financial Highlights**

| **Tax-Exempt Portfolio                    Capital Assets Funds Shares**                                                                                                                         |
|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| **Years Ended April 30,**                                                                                                                                                                       | **2008** | **2007** | **2006a** |
| **Selected Per Share Data**                                                                                                                                                                     |
| **Net asset value, beginning of period**                                                                                                                                                        | **$ 1.00** | **$ 1.00** | **$ 1.00** |
| Net investment income                                                                                                                                                                           | .024 | .026 | .016 |
| Less distributions from net investment income                                                                                                                                                   | (.024) | (.026) | (.016) |
| **Net asset value, end of period**                                                                                                                                                              | **$ 1.00** | **$ 1.00** | **$ 1.00** |
| Total Return (%)b                                                                                                                                                                               | 2.38 | 2.64 | 1.63** |
| **Ratios to Average Net Assets and Supplemental Data**                                                                                                                                          |
| Net assets, end of period ($ millions)                                                                                                                                                     | 17 | 18 | 30 |
| Ratio of expenses before expense reductions (%)                                                                                                                                            | 1.02 | 1.04 | 1.04* |
| Ratio of expenses after expense reductions (%)                                                                                                                                             | 1.00 | 1.00 | 1.00* |
| Ratio of net investment income (%)                                                                                                                                                         | 2.32 | 2.61 | 1.85* |
| a*For the period from June 15, 2005 (commencement of operations) to April 30, 2006.*b*Total return would have been lower had certain expenses not been reduced.***Annualized****Not annualized* |

**Investment Management Agreement Approval**

On November 14, 2007, the Board, including all the Independent Trustees, approved an Amended and Restated Investment Management Agreement (the "Amended Management Agreement") with respect to each Portfolio. The Amended Management Agreement and an Administrative Services Agreement were presented to the Board and considered by it as part of a broader program initiated by DIMA to simplify and standardize the expense structures and        related contracts for the DWS Funds.

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

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

• The proposed arrangements would facilitate uniformity and conform management and administrative fee structures across all DWS Funds.

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

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

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

• The current expense limitation agreement would remain in place for each Portfolio.

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

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

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

**Shareholder Meeting Results**

**Money Market Portfolio**

The Special Meeting of Shareholders of the Money Market Portfolio of Cash Account Trust (the "Fund") was held on March 31, 2008 at the offices of Deutsche Asset Management, 345 Park Avenue, New York, NY 10154. The following matter was voted upon by the shareholders of said Fund (the resulting votes are presented below):

1. Election of the Board of Trustees.

| * *               | **Number of Votes:** |
|------------------------|----------------------|
| **Trustee**            | **For**              | **Withheld** |
| John W. Ballantine     | 1,473,751,227.6600   | 97,123,035.9200 |
| Henry P. Becton, Jr.   | 1,473,464,749.5400   | 97,409,514.0400 |
| Dawn-Marie Driscoll    | 1,472,593,598.7100   | 98,280,664.8700 |
| Keith R. Fox           | 1,478,220,038.4500   | 92,654,225.1300 |
| Paul K. Freeman        | 1,478,347,120.2500   | 92,527,143.3300 |
| Kenneth C. Froewiss    | 1,473,917,055.5600   | 96,957,208.0200 |
| Richard J. Herring     | 1,478,086,023.4700   | 92,788,240.1100 |
| William McClayton      | 1,478,216,821.9900   | 92,657,441.5900 |
| Rebecca W. Rimel       | 1,472,607,527.2800   | 98,266,736.3000 |
| William N. Searcy, Jr. | 1,478,255,804.0100   | 92,618,459.5700 |
| Jean Gleason Stromberg | 1,472,122,275.2200   | 98,751,988.3600 |
| Robert H. Wadsworth    | 1,478,200,650.3300   | 92,673,613.2500 |
| Axel Schwarzer         | 1,472,365,790.1600   | 98,508,473.4200 |

**Government & Agency Securities Portfolio**

The Special Meeting of Shareholders of the Government & Agency Securities Portfolio of Cash Account Trust (the "Fund") was held on March 31, 2008 at the offices of Deutsche Asset Management, 345 Park Avenue, New York, NY 10154. The following matters were voted upon by the shareholders of said Fund (the resulting votes are presented below):

1. Election of the Board of Trustees.

| * *               | **Number of Votes:** |
|------------------------|----------------------|
| **Trustee**            | **For**              | **Withheld** |
| John W. Ballantine     | 2,033,167,204.3680   | 145,843,774.9700 |
| Henry P. Becton, Jr.   | 2,032,218,301.6780   | 146,792,677.6600 |
| Dawn-Marie Driscoll    | 2,032,708,527.4680   | 146,302,451.8700 |
| Keith R. Fox           | 2,033,163,955.7280   | 145,847,023.6100 |
| Paul K. Freeman        | 2,032,670,063.2080   | 146,340,916.1300 |
| Kenneth C. Froewiss    | 2,032,801,582.3080   | 146,209,397.0300 |
| Richard J. Herring     | 2,033,510,322.9680   | 145,500,656.3700 |
| William McClayton      | 2,032,168,725.6380   | 146,842,253.7000 |
| Rebecca W. Rimel       | 2,032,905,588.5680   | 146,105,390.7700 |
| William N. Searcy, Jr. | 2,033,277,588.7280   | 145,733,390.6100 |
| Jean Gleason Stromberg | 2,032,158,369.9680   | 146,852,609.3700 |
| Robert H. Wadsworth    | 2,032,860,454.5680   | 146,150,524.7700 |
| Axel Schwarzer         | 2,031,930,458.0980   | 147,080,528.2400 |

The Special Meeting of Shareholders was reconvened on May 1, 2008, at which time the following matters were voted upon by the shareholders (the resulting votes are presented below):

2-A. Approval of an Amended and Restated Investment Management Agreement.

| **Number of Votes:** |
|----------------------|
| **For**              | **Against** | **Abstain** |
| 2,138,134,484.6780   | 144,921,479.9000 | 218,947,355.6000 |

2-B. Approval of a Subadvisor Approval Policy.

| **Number of Votes:** |
|----------------------|
| **For**              | **Against** | **Abstain** |
| 2,137,640,278.7080   | 146,042,793.4400 | 218,320,248.0300 |

3. Approval of Revised Fundamental Investment Policies Regarding:

3-a. Borrowing Money

| **Number of Votes:** |
|----------------------|
| **For**              | **Against** | **Abstain** |
| 2,114,935,853.1980   | 158,700,295.2600 | 228,367,171.7200 |

3-b. Senior Securities

| **Number of Votes:** |
|----------------------|
| **For**              | **Against** | **Abstain** |
| 2,117,335,934.1380   | 156,446,459.7800 | 228,220,926.2600 |

3-d. Underwriting of Securities

| **Number of Votes:** |
|----------------------|
| **For**              | **Against** | **Abstain** |
| 2,118,178,034.9780   | 155,111,778.1900 | 228,713,507.0100 |

3-e. Real Estate Investments

| **Number of Votes:** |
|----------------------|
| **For**              | **Against** | **Abstain** |
| 2,115,712,105.6880   | 157,629,848.3200 | 228,661,366.1700 |

3-f. Commodities

| **Number of Votes:** |
|----------------------|
| **For**              | **Against** | **Abstain** |
| 2,116,542,966.8680   | 156,787,652.5700 | 228,672,700.7400 |

3-g. Lending

| **Number of Votes:** |
|----------------------|
| **For**              | **Against** | **Abstain** |
| 2,114,785,125.8080   | 158,373,083.1300 | 228,845,111.2400 |

3-h. Portfolio Diversification

| **Number of Votes:** |
|----------------------|
| **For**              | **Against** | **Abstain** |
| 2,119,413,227.7580   | 154,078,590.3600 | 228,511,502.0600 |

Approval of the Removal of the Fundamental Investment Policies Regarding:

3-i. Investing for Control

| **Number of Votes:** |
|----------------------|
| **For**              | **Against** | **Abstain** |
| 2,097,782,580.0880   | 165,651,830.5100 | 238,568,909.5800 |

3-k. Margin Transactions

| **Number of Votes:** |
|----------------------|
| **For**              | **Against** | **Abstain** |
| 2,095,850,633.6280   | 167,535,927.0100 | 238,616,759.5400 |

3-m. Short Sales

| **Number of Votes:** |
|----------------------|
| **For**              | **Against** | **Abstain** |
| 2,096,738,540.6480   | 166,628,616.2100 | 238,636,163.3200 |

3-n. Options

| **Number of Votes:** |
|----------------------|
| **For**              | **Against** | **Abstain** |
| 2,096,479,299.2580   | 166,675,049.5100 | 238,848,971.4100 |

3-o. Securities Owned by Officers and Trustees or the Advisor

| **Number of Votes:** |
|----------------------|
| **For**              | **Against** | **Abstain** |
| 2,097,710,150.7880   | 166,087,789.1800 | 238,205,380.2100 |

3-s. Oil, Gas and Mineral Programs

| **Number of Votes:** |
|----------------------|
| **For**              | **Against** | **Abstain** |
| 2,098,940,023.8880   | 164,370,29.3900 | 238,693,046.9000 |

4-A. Approval of a Reclassification of Fundamental Investment Objectives as Non-Fundamental.

| **Number of Votes:** |
|----------------------|
| **For**              | **Against** | **Abstain** |
| 2,098,380,937.8480   | 165,737,314.2600 | 242,885,068.0700 |

4-B. Approval of a Reclassification of Fundamental Investment Policies as Non-Fundamental.

| **Number of Votes:** |
|----------------------|
| **For**              | **Against** | **Abstain** |
| 2,097,475,407.1080   | 166,645,255.1700 | 237,882,657.9000 |

**Tax-Exempt Portfolio**

The Special Meeting of Shareholders of the Tax-Exempt Portfolio of Cash Account Trust (the "Fund") was held on March 31, 2008 at the offices of Deutsche Asset Management, 345 Park Avenue, New York, NY 10154. The following matters were voted upon by the shareholders of said Fund (the resulting votes are presented below):

1. Election of the Board of Trustees of the Fund.

| * *               | **Number of Votes:** |
|------------------------|----------------------|
| **Trustee**            | **For**              | **Withheld** |
| John W. Ballantine     | 1,855,372,485.0340   | 84,765,059.3200 |
| Henry P. Becton, Jr.   | 1,854,559,118.1440   | 85,578,426.2100 |
| Dawn-Marie Driscoll    | 1,855,327,544.7440   | 84,809,999.6100 |
| Keith R. Fox           | 1,854,901,860.1740   | 85,235,684.1800 |
| Paul K. Freeman        | 1,856,295,391.4540   | 83,842,152.9000 |
| Kenneth C. Froewiss    | 1,855,183,155.9540   | 84,954,388.4000 |
| Richard J. Herring     | 1,855,698,433.1040   | 84,439,111.2500 |
| William McClayton      | 1,856,422,648.4140   | 83,714,895.9400 |
| Rebecca W. Rimel       | 1,855,403,613.2640   | 84,733,931.0900 |
| William N. Searcy, Jr. | 1,854,804,772.2440   | 85,332,772.1100 |
| Jean Gleason Stromberg | 1,854,698,366.1240   | 85,439,178.2300 |
| Robert H. Wadsworth    | 1,856,326,630.7040   | 83,810,913.6500 |
| Axel Schwarzer         | 1,855,115,572.9840   | 85,021,971.3700 |

The Special Meeting of Shareholders was reconvened on May 1, 2008, at which time the following matters were voted upon by the shareholders (the resulting votes are presented below):

2-A. Approval of an Amended and Restated Investment Management Agreement.

| **Number of Votes:** |
|----------------------|
| **For**              | **Against** | **Abstain** |
| 2,030,911,771.7200   | 125,123,614.4940 | 68,904,541.1700 |

2-B. Approval of a Subadvisor Approval Policy.

| **Number of Votes:** |
|----------------------|
| **For**              | **Against** | **Abstain** |
| 2,054,196,345.3900   | 95,009,861.2240 | 75,733,720.7700 |

3. Approval of Revised Fundamental Investment Policies Regarding:

3-a. Borrowing Money

| **Number of Votes:** |
|----------------------|
| **For**              | **Against** | **Abstain** |
| 2,040,112,837.3100   | 83,918,687.4240 | 100,908,402.6500 |

3-b. Senior Securities

| **Number of Votes:** |
|----------------------|
| **For**              | **Against** | **Abstain** |
| 2,038,617,788.3400   | 84,989,292.6640 | 101,332,846.3800 |

3-c. Concentrations

| **Number of Votes:** |
|----------------------|
| **For**              | **Against** | **Abstain** |
| 2,042,751,877.3500   | 80,670,166.3440 | 101,517,883.6900 |

3-d. Underwriting of Securities

| **Number of Votes:** |
|----------------------|
| **For**              | **Against** | **Abstain** |
| 2,040,877,951.8000   | 82,290,101.5540 | 101,771,873.0300 |

3-e. Real Estate Investments

| **Number of Votes:** |
|----------------------|
| **For**              | **Against** | **Abstain** |
| 2,038,243,403.5500   | 85,698,253.4340 | 100,998,270.4000 |

3-f. Commodities

| **Number of Votes:** |
|----------------------|
| **For**              | **Against** | **Abstain** |
| 2,036,981,678.3000   | 86,508,926.2340 | 101,449,322.8500 |

3-g. Lending

| **Number of Votes:** |
|----------------------|
| **For**              | **Against** | **Abstain** |
| 2,035,764,107.4100   | 87,385,429.6740 | 101,790,390.3000 |

3-h. Portfolio Diversification

| **Number of Votes:** |
|----------------------|
| **For**              | **Against** | **Abstain** |
| 2,040,722,381.3700   | 81,938,878.1840 | 102,278,667.8300 |

Approval of the Removal of the Fundamental Investment Policies Regarding:

3-i. Investing for Control

| **Number of Votes:** |
|----------------------|
| **For**              | **Against** | **Abstain** |
| 2,030,244,107.3700   | 89,052,293.9540 | 105,643,526.0600 |

3-k. Margin Transactions

| **Number of Votes:** |
|----------------------|
| **For**              | **Against** | **Abstain** |
| 2,029,518,627.2100   | 89,590,787.5740 | 105,830,512.6000 |

3-m. Short Sales

| **Number of Votes:** |
|----------------------|
| **For**              | **Against** | **Abstain** |
| 2,031,012,073.4100   | 88,615,606.9040 | 105,312,247.0700 |

3-n. Options

| **Number of Votes:** |
|----------------------|
| **For**              | **Against** | **Abstain** |
| 2,030,419,958.0200   | 88,972,250.8240 | 105,547,718.5400 |

3-o. Securities Owned by Officers and Trustees or the Advisor

| **Number of Votes:** |
|----------------------|
| **For**              | **Against** | **Abstain** |
| 2,026,057,970.5700   | 93,410,521.4640 | 105,471,435.3500 |

3-s. Oil, Gas and Mineral Programs

| **Number of Votes:** |
|----------------------|
| **For**              | **Against** | **Abstain** |
| 2,032,195,967.0900   | 87,496,252.1740 | 105,247,708.1200 |

4-A. Approval of a Reclassification of Fundamental Investment Objectives as Non-Fundamental.

| **Number of Votes:** |
|----------------------|
| **For**              | **Against** | **Abstain** |
| 2,002,832,225.1400   | 138,540,394.9140 | 83,567,307.3300 |

4-B. Approval of a Reclassification of Fundamental Investment Policies as Non-Fundamental.

| **Number of Votes:** |
|----------------------|
| **For**              | **Against** | **Abstain** |
| 2,030,751,161.3800   | 92,116,712.4340 | 102,072,053.5700 |

5. Approval of Amended and Restated Declaration of Trust.

| **Number of Votes:** |
|----------------------|
| **For**              | **Against** | **Abstain** |
| 2, 043,631,496.3900  | 95,883,747.2340 | 85,424,683.7600 |

**Summary of Management Fee Evaluation by Independent Fee Consultant**

October 26, 2007

Pursuant to an Order entered into by Deutsche Investment Management Americas and affiliates (collectively, "DeAM") with the Attorney General of New York, I, Thomas H. Mack, have been appointed the Independent Fee Consultant for the DWS Scudder Funds. My duties include preparing an annual written evaluation of the management fees DeAM charges the Funds, considering among other factors the management fees charged by other mutual fund        companies for like services, management fees DeAM charges other clients for like services, DeAM's costs of supplying services under the management agreements and related profit margins, possible economies of scale if a Fund grows larger, and the nature and quality of DeAM's services, including fund performance. This report summarizes my evaluation for 2007, including my qualifications, the evaluation process for each of the DWS Scudder Funds, consideration of certain complex-level        factors, and my conclusions.

**Qualifications**

For more than 30 years I have served in various professional capacities within the investment management business. I have held investment analysis and advisory positions, including securities analyst, portfolio strategist and director of investment policy with a large investment firm. I have also performed business management functions, including business development, financial management and marketing research and        analysis.

Since 1991, I have been an independent consultant within the asset management industry. I have provided services to over 125 client organizations, including investment managers, mutual fund boards, product distributors and related organizations. Over the past several years I have completed a number of assignments for mutual fund boards, specifically including assisting boards with management contract renewal.

I hold a Master of Business Administration degree, with highest honors, from Harvard University; and Master of Science and Bachelor of Science (highest honors) degrees from the University of California at Berkeley. I am an independent director and audit committee financial expert for two closed-end mutual funds, serve on the board of directors of a private market research company, and have served in various leadership and financial        oversight capacities with non-profit organizations.

**Evaluation of Fees for each DWS Scudder Fund**

My work focused primarily on evaluating, fund-by-fund, the fees charged to each of the 136 Fund portfolios in the DWS Scudder Fund family. For each Fund, I considered each of the key factors mentioned above, as well as any other relevant information. In doing so I worked closely with the Funds' Independent Directors in their annual contract renewal process, as well as in their approval of contracts for several new funds (documented        separately).

In evaluating each Fund's fees, I reviewed comprehensive materials provided by or on behalf of DeAM, including expense information prepared by Lipper Analytical, comparative performance information, profitability data, manager histories, and other materials. I also accessed certain additional information from the Lipper, Strategic Insight, and Morningstar databases and drew on my industry knowledge and experience.

To facilitate evaluating this considerable body of information, I prepared for each Fund a document summarizing the key data elements in each area as well as additional analytics discussed below. This made it possible to consider each key data element in the context of the others.

In the course of contract renewal, DeAM agreed to implement a number of fee and expense adjustments requested by the Independent Directors which will favorably impact future fees and expenses, and my evaluation includes the effects of these changes.

**Fees and Expenses Compared with Other Funds**

The competitive fee and expense evaluation for each fund focused on two primary comparisons:

The Fund's contractual management fee (the advisory fee plus the administration fee where applicable) compared with those of a group of typically 12-15 funds in the same Lipper investment category (e.g. Large Capitalization Growth) having similar distribution arrangements and being of similar size.

The Fund's total expenses compared with a broader universe of funds from the same Lipper investment category and having similar distribution arrangements.

These two comparisons provide a view of not only the level of the fee compared with funds of similar scale but also the total expense the Fund bears for all the services it receives, in comparison with the investment choices available in the Fund's investment category and distribution channel. The principal figure-of-merit used in these comparisons was the subject Fund's percentile ranking against peers.

**DeAM's Fees for Similar Services to Others**

DeAM provided management fee schedules for all of its US domiciled fund and non-fund investment management accounts in any of the investment categories where there is a DWS Scudder Fund. These similar products included the other DWS Scudder Funds, non-fund pooled accounts, institutional accounts and sub-advisory accounts. Using this information, I calculated for each Fund the fee that would be charged to each similar product, at the        subject Fund's asset level.

Evaluating information regarding non-fund products is difficult because there are varying levels of services required for different types of accounts, with mutual funds generally requiring considerably more regulatory and administrative types of service as well as having more frequent cash flows than other types of accounts. Also, while mutual fund fees for similar fund products can be expected to be similar, there will be some        differences due to different pricing conditions in different distribution channels (e.g. retail funds versus those used in variable insurance products), differences in underlying investment processes and other factors.

**Costs and Profit Margins**

DeAM provided a detailed profitability analysis for each Fund. After making some adjustments so that the presentation would be more comparable to the available industry figures, I reviewed profit margins from investment management alone, from investment management plus other fund services (excluding distribution) provided to the Funds by DeAM (principally shareholder services), and DeAM profits from all sources, including        distribution. A later section comments on overall profitability.

**Economies of Scale**

Economies of scale — an expected decline in management cost per dollar of fund assets as fund assets grow — are very rarely quantified and documented because of inherent difficulties in collecting and analyzing relevant data. However, in virtually every investment category that I reviewed, larger funds tend to have lower fees and lower total expenses than smaller funds. To see how each DWS Scudder Fund compares with this        industry observation, I reviewed:

The trend in Fund assets over the last five years and the accompanying trend in total expenses. This shows if the Fund has grown and, if so, whether total expense (management fees as well as other expenses) have declined as a percent of assets.

Whether the Fund has break-points in its management fee schedule, the extent of the fee reduction built into the schedule and the asset levels where the breaks take effect, and in the case of a sub-advised Fund how the Fund's break-points compare with those of the sub-advisory fee schedule.

How the Fund's contractual fee schedule compares with trends in the industry data. To accomplish this, I constructed a chart showing how actual latest-fiscal-year contractual fees of the Fund and of other similar funds relate to average fund assets, with the subject Fund's contractual fee schedule superimposed.

**Quality of Service — Performance**

The quality-of-service evaluation focused on investment performance, which is the principal result of the investment management service. Each Fund's performance was reviewed over the past 1, 3, 5 and 10 years, as applicable, and compared with that of other funds in the same investment category and with a suitable market index.

In addition, I calculated and reviewed risk-adjusted returns relative to an index of similar mutual funds' returns and a suitable market index. The risk-adjusted returns analysis provides a way of determining the extent to which the Fund's return comparisons are mainly the product of investment value-added (or lack thereof) or alternatively taking considerably more or less risk than is typical in its investment category.

I also received and considered the history of portfolio manager changes for each Fund, as this provided an important context for evaluating the performance results.

**Complex-Level Considerations**

While this evaluation was conducted mainly at the individual fund level, there are some issues relating to the reasonableness of fees that can alternatively be considered across the whole fund complex:

I reviewed DeAM's profitability analysis for all DWS Scudder funds, with a view toward determining if the allocation procedures used were reasonable and how profit levels compared with public data for other investment managers.

I considered whether DeAM and affiliates receive any significant ancillary or "fall-out" benefits that should be considered in interpreting the direct profitability results. These would be situations where serving as the investment manager of the Funds is beneficial to another part of the Deutsche Bank organization.

I considered how aggregated DWS Scudder Fund expenses had varied over the years, by asset class and in the context of trends in asset levels.

I reviewed the structure of the DeAM organization, trends in staffing levels, and information on compensation of investment management and other professionals compared with industry data.

**Findings**

Based on the process and analysis discussed above, which included reviewing a wide range of information from management and external data sources and considering among other factors the fees DeAM charges other clients, the fees charged by other fund managers, DeAM's costs and profits associated with managing the Funds, economies of scale, possible fall-out benefits, and the nature and quality of services provided, in my opinion the        management fees charged the DWS Scudder Funds are reasonable.

        Thomas H. Mack

**Trustees and Officers**

The following table presents certain information regarding the Board Members and Officers of the Trust as of April 30, 2008. 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        Independent Board Member is c/o Dawn-Marie Driscoll, PO Box 100176, Cape Coral, FL 33904. Except as otherwise noted below, 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 fund. 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 fund complex. The Length of Time Served represents the year in which the Board Member joined the board of one or more DWS funds now overseen by the Board.

| **Independent Board Members**                                              |
|----------------------------------------------------------------------------|
| **Name, Year of Birth, Position with the Fund and Length of Time Served1** | **Business Experience and Directorships During the Past Five Years** | **Number of Funds in DWS Fund Complex Overseen** |
| Dawn-Marie Driscoll (1946)Chairperson since 20042Board Member since 1987   | President, Driscoll Associates (consulting firm); Executive Fellow, Center for Business Ethics, Bentley College; formerly, Partner, Palmer & Dodge (1988-1990); Vice President of Corporate Affairs and General Counsel, Filene's (1978-1988). Directorships: Trustee of eight open-end mutual funds managed by Sun Capital Advisers, Inc. (since 2007); Director of ICI Mutual Insurance Company (since 2007);                Advisory Board, Center for Business Ethics, Bentley College; Trustee, Southwest Florida Community Foundation (charitable organization). Former Directorships: Investment Company Institute (audit, executive, nominating committees) and Independent Directors Council (governance, executive committees) | 133 |
| Paul K. Freeman (1950)Vice Chairperson since 2008Board Member since 1993   | Consultant, World Bank/Inter-American Development Bank; formerly, Project Leader, International Institute for Applied Systems Analysis (1998-2001); Chief Executive Officer, The Eric Group, Inc. (environmental insurance) (1986-1998) | 131 |
| John W. Ballantine (1946)Board Member since 1999                           | Retired; formerly, Executive Vice President and Chief Risk Management Officer, First Chicago NBD Corporation/The First National Bank of Chicago (1996-1998); Executive Vice President and Head of International Banking (1995-1996). Directorships: Healthways, Inc. (provider of disease and care management services); Portland General Electric (utility company); Stockwell Capital Investments PLC (private                equity). Former Directorships: First Oak Brook Bancshares, Inc. and Oak Brook Bank | 133 |
| Henry P. Becton, Jr. (1943)Board Member since 1990                         | Vice Chair, WGBH Educational Foundation. Directorships: Association of Public Television Stations; Becton Dickinson and Company3 (medical technology company); Belo Corporation3 (media company); Boston Museum of Science; Public Radio International. Former Directorships: American Public Television; Concord Academy; New England Aquarium; Mass. Corporation for Educational                Telecommunications; Committee for Economic Development; Public Broadcasting Service | 133 |
| Keith R. Fox (1954)Board Member since 1996                                 | Managing General Partner, Exeter Capital Partners (a series of private equity funds). Directorships: Progressive Holding Corporation (kitchen goods importer and distributor); Natural History, Inc. (magazine publisher); Box Top Media Inc. (advertising); The Kennel Shop (retailer) | 133 |
| Kenneth C. Froewiss (1945)Board Member since 2001                          | Clinical Professor of Finance, NYU Stern School of Business (1997-present); Member, Finance Committee, Association for Asian Studies (2002-present); Director, Mitsui Sumitomo Insurance Group (US) (2004-present); prior thereto, Managing Director, J.P. Morgan (investment banking firm) (until 1996) | 133 |
| Richard J. Herring (1946)Board Member since 1990                           | Jacob Safra Professor of International Banking and Professor, Finance Department, The Wharton School, University of Pennsylvania (since July 1972); Co-Director, Wharton Financial Institutions Center (since July 2000); Director, Japan Equity Fund, Inc. (since September 2007), Thai Capital Fund, Inc. (since September 2007), Singapore Fund, Inc. (since September 2007). Formerly, Vice Dean and Director,                Wharton Undergraduate Division (July 1995-June 2000); Director, Lauder Institute of International Management Studies (July 2000-June 2006) | 133 |
| William McClayton (1944)Board Member since 2004                            | Chief Administrative Officer, Diamond Management & Technology 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 | 133 |
| Rebecca W. Rimel (1951)Board Member since 1995                             | President and Chief Executive Officer, The Pew Charitable Trusts (charitable organization) (1994 to present); Trustee, Thomas Jefferson Foundation (charitable organization) (1994 to present); Trustee, Executive Committee, Philadelphia Chamber of Commerce (2001-2007); Trustee, Pro Publica (2007-present) (charitable organization). Formerly, Executive Vice President, The Glenmede Trust Company                (investment trust and wealth management) (1983-2004); Board Member, Investor Education (charitable organization) (2004-2005); Director, Viasys Health Care3 (January 2007-June 2007) | 133 |
| William N. Searcy, Jr. (1946)Board Member since 1993                       | Private investor since October 2003; Trustee of eight open-end mutual funds managed by Sun Capital Advisers, Inc. (since October 1998). Formerly, Pension & Savings Trust Officer, Sprint Corporation3 (telecommunications) (November 1989-September 2003) | 133 |
| Jean Gleason Stromberg (1943)Board Member since 1997                       | Retired. Formerly, Consultant (1997-2001); Director, US Government Accountability Office (1996-1997); Partner, Fulbright & Jaworski, L.L.P. (law firm) (1978-1996). Directorships: The William and Flora Hewlett Foundation; Service Source, Inc. Former Directorships: Mutual Fund Directors Forum (2002-2004), American Bar Retirement Association (funding vehicle for retirement plans) (1987-1990 and                1994-1996) | 133 |
| Robert H. Wadsworth(1940)Board Member since 1999                           | President, Robert H. Wadsworth & Associates, Inc. (consulting firm) (1983 to present).* * | 136 |

| **Interested Board Member**                                                |
|----------------------------------------------------------------------------|
| **Name, Year of Birth, Position with the Fund and Length of Time Served1** | **Business Experience and Directorships During the Past Five Years** | **Number of Funds in Fund Complex Overseen** |
| Axel Schwarzer4 (1958)Board Member since 2006                              | Managing Director5, Deutsche Asset Management; Head of Deutsche Asset Management Americas; CEO of DWS Scudder; formerly, board member of DWS Investments, Germany (1999-2005); formerly, Head of Sales and Product Management for the Retail and Private Banking Division of Deutsche Bank in Germany (1997-1999); formerly, various strategic and operational positions for Deutsche Bank Germany Retail                and Private Banking Division in the field of investment funds, tax driven instruments and asset management for corporates (1989-1996) | 133 |

| **Officers6**                                                                        |
|--------------------------------------------------------------------------------------|
| **Name, Year of Birth, Position with the Fund and Length of Time Served7**           | **Principal Occupation(s) During Past 5 Years and Other Directorships Held** |
| Michael G. Clark8 (1965)President, 2006-present                                      | Managing Director5, Deutsche Asset Management (2006-present); President of 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 Millette9 (1962)Vice President and Secretary, 1999-present                      | Director5, Deutsche Asset Management |
| Paul H. Schubert8 (1963)Chief Financial Officer, 2004-presentTreasurer, 2005-present | Managing Director5, Deutsche Asset Management (since July 2004); formerly, Executive Director, Head of Mutual Fund Services and Treasurer for UBS Family of Funds (1998-2004); Vice President and Director of Mutual Fund Finance at UBS Global Asset Management (1994-1998) |
| Patricia DeFilippis10 (1963)Assistant Secretary, 2005-present                        | Vice President, Deutsche Asset Management (since June 2005); formerly, Counsel, New York Life Investment Management LLC (2003-2005); legal associate, Lord, Abbett & Co. LLC (1998-2003) |
| Elisa D. Metzger10 (1962)Assistant Secretary 2005-present                            | Director5, Deutsche Asset Management (since September 2005); formerly, Counsel, Morrison and Foerster LLP (1999-2005) |
| Caroline Pearson9 (1962)Assistant Secretary, 1997-present                            | Managing Director5, Deutsche Asset Management |
| Paul Antosca9 (1957)Assistant Treasurer, 2007-present                                | Director5, Deutsche Asset Management (since 2006); Vice President, The Manufacturers Life Insurance Company (U.S.A.) (1990-2006) |
| Jack Clark9 (1967)Assistant Treasurer, 2007-present                                  | Director5, Deutsche Asset Management (since 2007); formerly, Vice President, State Street Corporation (2002-2007) |
| Kathleen Sullivan D'Eramo9 (1957)Assistant Treasurer, 2003-present                   | Director5, Deutsche Asset Management |
| Diane Kenneally9 (1966)Assistant Treasurer, 2007-present                             | Director5, Deutsche Asset Management |
| Jason Vazquez10 (1972)Anti-Money Laundering Compliance Officer, 2007-present         | Vice President, Deutsche Asset Management (since 2006); formerly, AML Operations Manager for Bear Stearns (2004-2006), Supervising Compliance Principal and Operations Manager for AXA Financial (1999-2004) |
| Robert Kloby10 (1962)Chief Compliance Officer, 2006-present                          | Managing Director5, Deutsche Asset Management (2004-present); formerly, Chief Compliance Officer/Chief Risk Officer, Robeco USA (2000-2004); Vice President, The Prudential Insurance Company of America (1988-2000); E.F. Hutton and Company (1984-1988) |
| J. Christopher Jackson10 (1951)Chief Legal Officer, 2006-present                     | Director5, Deutsche Asset Management (2006-present); formerly, Director, Senior Vice President, General Counsel and Assistant Secretary, Hansberger Global Investors, Inc. (1996-2006); Director, National Society of Compliance Professionals (2002-2005) (2006-2009) |

*The fund's Statement of Additional Information ("SAI") includes additional information about the Board Members. The SAI is available, without charge, upon request. If you would like to request a copy of the SAI, you may do so by calling the following toll-free number: (800) 621-1048.*

**Notes**

**Notes**

**Notes**

**Notes**

**Notes**

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| **ITEM 2.** | **CODE OF ETHICS**                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |
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|        | As of the end of the period, April 30, 2008, Cash Account Trust has a code of ethics, as defined in Item 2 of Form N-CSR, that applies to its Principal Executive Officer and Principal Financial Officer.

 

There have been no amendments to, or waivers from, a provision of the code of ethics during the period covered by this report that would require disclosure under Item 2.

 

A copy of the code of ethics is filed as an exhibit to this Form N-CSR.

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| **ITEM 3.** | **AUDIT COMMITTEE FINANCIAL EXPERT**                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |
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|        | The Funds’ audit committee is comprised solely of trustees who are “independent” (as such term has been defined by the Securities and Exchange Commission (“SEC”) in regulations implementing Section 407 of the Sarbanes-Oxley Act (the “Regulations”)). The Funds’ Board of Trustees has determined that there                            are several “audit committee financial experts” (as such term has been defined by the Regulations) serving on the Funds’ audit committee including Mr. William McClayton, the chair of the Funds’ audit committee. The SEC has stated that an audit committee financial expert is not an “expert” for any purpose, including for purposes of Section 11 of the Securities Act of 1933 and the designation or identification of a person as an audit                            committee financial expert pursuant to this Item 3 of Form N-CSR does not impose on such person any duties, obligations or liability that are greater than the duties, obligations and liability imposed on such person as a member of the audit committee and board of directors in the absence of such designation or identification. In accordance with New York Stock Exchange requirements, the Board believes that all members of the Funds’ audit committee are                            financially literate, as such qualification is interpreted by the Board in its business judgment, and that at least one member of the audit committee has accounting or related financial management expertise. |
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| **ITEM 4.** | **PRINCIPAL ACCOUNTANT FEES AND SERVICES**                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |
|        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |

 

**CASH ACCOUNT TRUST- MONEY MARKET PORTFOLIO**

**FORM N-CSR DISCLOSURE RE: AUDIT FEES**

The following table shows the amount of fees that Ernst & Young LLP (“E&Y”), the Fund’s Independent Registered Public Accountant, billed to the Fund during the Fund’s last two fiscal years. The Audit Committee approved in advance all audit services and non-audit services that E&Y provided to the Fund.

The Audit Committee has delegated certain pre-approval responsibilities to its Chairman (or, in his absence, any other member of the Audit Committee).

**Services that the Fund’s Independent Registered Public Accountant Billed to the Fund**

| Fiscal YearEndedApril 30, | Audit Fees Billed to Fund | Audit-RelatedFees Billed to Fund | Tax Fees Billed to Fund | AllOther Fees Billed to Fund |
|---------------------------|---------------------------|----------------------------------|-------------------------|------------------------------|
| 2008                      | $64,203                   | $0                               | $8,754                  | $0                           |
| 2007                      | $72,207                   | $0                               | $9,846                  | $0                           |

 

The above "Tax Fees" were billed for professional services rendered for tax return preparation.

----

 

**Services that the Fund’s Independent Registered Public Accountant Billed to the Adviser and Affiliated Fund Service Providers**

The following table shows the amount of fees billed by E&Y to Deutsche Investment Management Americas, Inc. (“DeIM” or the “Adviser”), and any entity controlling, controlled by or under common control with DeIM (“Control Affiliate”) that provides ongoing services to the Fund (“Affiliated Fund Service Provider”), for engagements directly related to            the Fund’s operations and financial reporting, during the Fund’s last two fiscal years.

 

| Fiscal YearEndedApril 30, | Audit-RelatedFees Billed to Adviser and Affiliated Fund Service Providers | Tax Fees Billed to Adviser and Affiliated Fund Service Providers | AllOther Fees Billed to Adviser and Affiliated Fund Service Providers |
|---------------------------|---------------------------------------------------------------------------|------------------------------------------------------------------|-----------------------------------------------------------------------|
| 2008                      | $0                                                                        | $297,500                                                         | $0                                                                    |
| 2007                      | $330,000                                                                  | $466,614                                                         | $0                                                                    |

 

The “Audit-Related Fees” were billed for services in connection with agreed upon procedures related to fund mergers and the above “Tax Fees” were billed in connection with tax compliance services and agreed upon procedures.

Non-Audit Services

The following table shows the amount of fees that E&Y billed during the Fund’s last two fiscal years for non-audit services. The Audit Committee pre-approved all non-audit services that E&Y provided to the Adviser and any Affiliated Fund Service Provider that related directly to the Fund’s operations and financial reporting. The Audit Committee requested and received information            from E&Y about any non-audit services that E&Y rendered during the Fund’s last fiscal year to the Adviser and any Affiliated Fund Service Provider. The Committee considered this information in evaluating E&Y’s independence.

 

| Fiscal YearEndedApril 30 | TotalNon-Audit Fees Billed to Fund

(A) | Total Non-Audit Fees billed to Adviser and Affiliated Fund Service Providers (engagements related directly to the operations and financial reporting of the Fund)

(B) | Total Non-Audit Fees billed to Adviser and Affiliated Fund Service Providers (all other engagements)

(C) | Total of (A), (B)and (C) |
|--------------------------|-----------------------------------------|------------------------------------------------------------------------------------------------------------------------------------------------------------------------|-----------------------------------------------------------------------------------------------------------|--------------------------|
| 2008                     | $8,754                                  | $297,500                                                                                                                                                               | $1,109,437                                                                                                | $1,415,691               |
| 2007                     | $9,846                                  | $466,614                                                                                                                                                               | $1,225,375                                                                                                | $1,701,835               |

 

 

All other engagement fees were billed for services in connection with internal control reviews, agreed upon procedures and tax compliance for DeIM and other related entities that provide support for the operations of the fund.

 

***

----

In connection with the audit of the 2006 and 2007 financial statements, the Fund entered into an engagement letter with E&Y. The terms of the engagement letter required by E&Y, and agreed to by the Audit Committee, include provisions in which the parties consent to the sole jurisdiction of federal courts in New York, Boston or the Northern District of Illinois, as well as a waiver of right to a            trial by jury and an exclusion of punitive damages.

 

***

E&Y advised the Fund’s Audit Committee that certain arrangements between the Ernst & Young member firm in Germany (“E&Y Germany”) and Deutsche Bank AG (“DB”) had been determined to be inconsistent with the SEC auditor independence rules. DB is within the “Investment Company Complex” (as defined by SEC rules) and therefore covered by the SEC            auditor independence rules applicable to the Fund. In 2006 and 2007, DB provided standard overdraft protection on a depository account and a guarantee of certain lease deposits to E&Y Germany. E&Y advised the Audit Committee that while neither of these arrangements was ever utilized by E&Y Germany, they could constitute lending type arrangements in violation of Rule 2-01 of Regulation S-X. (Rule 2-01(c)(1)(ii)(A) provides that an accountant is not            independent when an accounting firm has a loan to or from an audit client.) E&Y advised the Audit Committee that E&Y believes its independence has not been impacted as it relates to the audits of the Fund. In reaching this conclusion, E&Y noted a number of factors, including that neither of the arrangements was ever utilized and, accordingly, E&Y Germany never had amounts outstanding to DB, these arrangements were immaterial to E&Y Germany and DB and the E&Y            professionals responsible for the Fund’s audits were not aware of these arrangements. E&Y informed the Audit Committee that E&Y Germany has cancelled the overdraft arrangements and has terminated the guarantee on the lease deposits.

 

**CASH ACCOUNT TRUST- GOVERNMENT & AGENCY PORTFOLIO**

**FORM N-CSR DISCLOSURE RE: AUDIT FEES**

The following table shows the amount of fees that Ernst & Young LLP (“E&Y”), the Fund’s Independent Registered Public Accountant, billed to the Fund during the Fund’s last two fiscal years. The Audit Committee approved in advance all audit services and non-audit services that E&Y provided to the Fund.

The Audit Committee has delegated certain pre-approval responsibilities to its Chairman (or, in his absence, any other member of the Audit Committee).

**Services that the Fund’s Independent Registered Public Accountant Billed to the Fund**

| Fiscal YearEndedApril 30, | Audit Fees Billed to Fund | Audit-RelatedFees Billed to Fund | Tax Fees Billed to Fund | AllOther Fees Billed to Fund |
|---------------------------|---------------------------|----------------------------------|-------------------------|------------------------------|
| 2008                      | $50,572                   | $0                               | $6,897                  | $0                           |
| 2007                      | $49,356                   | $0                               | $6,730                  | $0                           |

 

The above "Tax Fees" were billed for professional services rendered for tax return preparation.

 

**Services that the Fund’s Independent Registered Public Accountant Billed to the Adviser and Affiliated Fund Service Providers**

The following table shows the amount of fees billed by E&Y to Deutsche Investment Management Americas, Inc. (“DeIM” or the “Adviser”), and any entity controlling, controlled by or under common control with DeIM (“Control Affiliate”) that provides ongoing services to the Fund (“Affiliated Fund Service Provider”), for engagements directly related to            the Fund’s operations and financial reporting, during the Fund’s last two fiscal years.

 

----

 

| Fiscal YearEndedApril 30, | Audit-RelatedFees Billed to Adviser and Affiliated Fund Service Providers | Tax Fees Billed to Adviser and Affiliated Fund Service Providers | AllOther Fees Billed to Adviser and Affiliated Fund Service Providers |
|---------------------------|---------------------------------------------------------------------------|------------------------------------------------------------------|-----------------------------------------------------------------------|
| 2008                      | $0                                                                        | $297,500                                                         | $0                                                                    |
| 2007                      | $330,000                                                                  | $466,614                                                         | $0                                                                    |

 

The “Audit-Related Fees” were billed for services in connection with agreed upon procedures related to fund mergers and the above “Tax Fees” were billed in connection with tax compliance services and agreed upon procedures.

Non-Audit Services

The following table shows the amount of fees that E&Y billed during the Fund’s last two fiscal years for non-audit services. The Audit Committee pre-approved all non-audit services that E&Y provided to the Adviser and any Affiliated Fund Service Provider that related directly to the Fund’s operations and financial reporting. The Audit Committee requested and received information            from E&Y about any non-audit services that E&Y rendered during the Fund’s last fiscal year to the Adviser and any Affiliated Fund Service Provider. The Committee considered this information in evaluating E&Y’s independence.

 

| Fiscal YearEndedApril 30 | TotalNon-Audit Fees Billed to Fund

(A) | Total Non-Audit Fees billed to Adviser and Affiliated Fund Service Providers (engagements related directly to the operations and financial reporting of the Fund)

(B) | Total Non-Audit Fees billed to Adviser and Affiliated Fund Service Providers (all other engagements)

(C) | Total of (A), (B)and (C) |
|--------------------------|-----------------------------------------|------------------------------------------------------------------------------------------------------------------------------------------------------------------------|-----------------------------------------------------------------------------------------------------------|--------------------------|
| 2008                     | $6,897                                  | $297,500                                                                                                                                                               | $1,109,437                                                                                                | $1,413,834               |
| 2007                     | $6,730                                  | $466,614                                                                                                                                                               | $1,225,375                                                                                                | $1,698,719               |

 

 

All other engagement fees were billed for services in connection with internal control reviews, agreed upon procedures and tax compliance for DeIM and other related entities that provide support for the operations of the fund.

 

***

In connection with the audit of the 2006 and 2007 financial statements, the Fund entered into an engagement letter with E&Y. The terms of the engagement letter required by E&Y, and agreed to by the Audit Committee, include provisions in which the parties consent to the sole jurisdiction of federal courts in New York, Boston or the Northern District of Illinois, as well as a waiver of right to a            trial by jury and an exclusion of punitive damages.

 

***

----

E&Y advised the Fund’s Audit Committee that certain arrangements between the Ernst & Young member firm in Germany (“E&Y Germany”) and Deutsche Bank AG (“DB”) had been determined to be inconsistent with the SEC auditor independence rules. DB is within the “Investment Company Complex” (as defined by SEC rules) and therefore covered by the SEC            auditor independence rules applicable to the Fund. In 2006 and 2007, DB provided standard overdraft protection on a depository account and a guarantee of certain lease deposits to E&Y Germany. E&Y advised the Audit Committee that while neither of these arrangements was ever utilized by E&Y Germany, they could constitute lending type arrangements in violation of Rule 2-01 of Regulation S-X. (Rule 2-01(c)(1)(ii)(A) provides that an accountant is not            independent when an accounting firm has a loan to or from an audit client.) E&Y advised the Audit Committee that E&Y believes its independence has not been impacted as it relates to the audits of the Fund. In reaching this conclusion, E&Y noted a number of factors, including that neither of the arrangements was ever utilized and, accordingly, E&Y Germany never had amounts outstanding to DB, these arrangements were immaterial to E&Y Germany and DB and the E&Y            professionals responsible for the Fund’s audits were not aware of these arrangements. E&Y informed the Audit Committee that E&Y Germany has cancelled the overdraft arrangements and has terminated the guarantee on the lease deposits.

 

**CASH ACCOUNT TRUST- TAX-EXEMPT PORTFOLIO**

**FORM N-CSR DISCLOSURE RE: AUDIT FEES**

The following table shows the amount of fees that Ernst & Young LLP (“E&Y”), the Fund’s Independent Registered Public Accountant, billed to the Fund during the Fund’s last two fiscal years. The Audit Committee approved in advance all audit services and non-audit services that E&Y provided to the Fund.

The Audit Committee has delegated certain pre-approval responsibilities to its Chairman (or, in his absence, any other member of the Audit Committee).

**Services that the Fund’s Independent Registered Public Accountant Billed to the Fund**

| Fiscal YearEndedApril 30, | Audit Fees Billed to Fund | Audit-RelatedFees Billed to Fund | Tax Fees Billed to Fund | AllOther Fees Billed to Fund |
|---------------------------|---------------------------|----------------------------------|-------------------------|------------------------------|
| 2008                      | $47,449                   | $0                               | $6,470                  | $0                           |
| 2007                      | $43,972                   | $0                               | $5,996                  | $0                           |

 

The above "Tax Fees" were billed for professional services rendered for tax return preparation.

 

**Services that the Fund’s Independent Registered Public Accountant Billed to the Adviser and Affiliated Fund Service Providers**

The following table shows the amount of fees billed by E&Y to Deutsche Investment Management Americas, Inc. (“DeIM” or the “Adviser”), and any entity controlling, controlled by or under common control with DeIM (“Control Affiliate”) that provides ongoing services to the Fund (“Affiliated Fund Service Provider”), for engagements directly related to            the Fund’s operations and financial reporting, during the Fund’s last two fiscal years.

 

| Fiscal YearEndedApril 30, | Audit-RelatedFees Billed to Adviser and Affiliated Fund Service Providers | Tax Fees Billed to Adviser and Affiliated Fund Service Providers | AllOther Fees Billed to Adviser and Affiliated Fund Service Providers |
|---------------------------|---------------------------------------------------------------------------|------------------------------------------------------------------|-----------------------------------------------------------------------|

 

----

 

| 2008 | $0       | $297,500 | $0 |
|------|----------|----------|----|
| 2007 | $330,000 | $466,614 | $0 |

 

The “Audit-Related Fees” were billed for services in connection with agreed upon procedures related to fund mergers and the above “Tax Fees” were billed in connection with tax compliance services and agreed upon procedures.

Non-Audit Services

The following table shows the amount of fees that E&Y billed during the Fund’s last two fiscal years for non-audit services. The Audit Committee pre-approved all non-audit services that E&Y provided to the Adviser and any Affiliated Fund Service Provider that related directly to the Fund’s operations and financial reporting. The Audit Committee requested and received information            from E&Y about any non-audit services that E&Y rendered during the Fund’s last fiscal year to the Adviser and any Affiliated Fund Service Provider. The Committee considered this information in evaluating E&Y’s independence.

 

| Fiscal YearEndedApril 30 | TotalNon-Audit Fees Billed to Fund

(A) | Total Non-Audit Fees billed to Adviser and Affiliated Fund Service Providers (engagements related directly to the operations and financial reporting of the Fund)

(B) | Total Non-Audit Fees billed to Adviser and Affiliated Fund Service Providers (all other engagements)

(C) | Total of (A), (B)and (C) |
|--------------------------|-----------------------------------------|------------------------------------------------------------------------------------------------------------------------------------------------------------------------|-----------------------------------------------------------------------------------------------------------|--------------------------|
| 2008                     | $6,470                                  | $297,500                                                                                                                                                               | $1,109,437                                                                                                | $1,413,407               |
| 2007                     | $5,996                                  | $466,614                                                                                                                                                               | $1,225,375                                                                                                | $1,697,985               |

 

 

All other engagement fees were billed for services in connection with internal control reviews, agreed upon procedures and tax compliance for DeIM and other related entities that provide support for the operations of the fund.

 

***

In connection with the audit of the 2006 and 2007 financial statements, the Fund entered into an engagement letter with E&Y. The terms of the engagement letter required by E&Y, and agreed to by the Audit Committee, include provisions in which the parties consent to the sole jurisdiction of federal courts in New York, Boston or the Northern District of Illinois, as well as a waiver of right to a            trial by jury and an exclusion of punitive damages.

 

***

E&Y advised the Fund’s Audit Committee that certain arrangements between the Ernst & Young member firm in Germany (“E&Y Germany”) and Deutsche Bank AG (“DB”) had been determined to be inconsistent with the SEC auditor independence rules. DB is within the “Investment Company Complex” (as defined by SEC rules) and therefore covered by the SEC            auditor independence rules applicable to the Fund. In 2006 and 2007, DB provided standard overdraft protection on a depository account and a guarantee of certain lease deposits to E&Y Germany. E&Y advised the Audit Committee that while neither of these arrangements was ever utilized by E&Y Germany, they could

----

constitute lending type arrangements in violation of Rule 2-01 of Regulation S-X. (Rule 2-01(c)(1)(ii)(A) provides that an accountant is not independent when an accounting firm has a loan to or from an audit client.) E&Y advised the Audit Committee that E&Y believes its independence has not been impacted as it relates to the audits of the Fund. In reaching this conclusion,            E&Y noted a number of factors, including that neither of the arrangements was ever utilized and, accordingly, E&Y Germany never had amounts outstanding to DB, these arrangements were immaterial to E&Y Germany and DB and the E&Y professionals responsible for the Fund’s audits were not aware of these arrangements. E&Y informed the Audit Committee that E&Y Germany has cancelled the overdraft arrangements and has terminated the guarantee on the lease            deposits.

 

|        |                                                                                                  |
|-------------|-------------------------------------------------------------------------------------------------------|
| **ITEM 5.** | **AUDIT COMMITTEE OF LISTED REGISTRANTS**                                                             |
|        |                                                                                                  |
|        | Not Applicable                                                                                        |
|        |                                                                                                  |
| **ITEM 6.** | **SCHEDULE OF INVESTMENTS**                                                                           |
|        |                                                                                                  |
|        | Not Applicable                                                                                        |
|        |                                                                                                  |
| **ITEM 7.** | **DISCLOSURE OF PROXY VOTING POLICIES AND PROCEDURES FOR CLOSED-END MANAGEMENT INVESTMENT COMPANIES** |
|        |                                                                                                  |
|        | Not applicable.                                                                                       |
|        |                                                                                                  |
| **ITEM 8.** | **PORTFOLIO MANAGERS OF CLOSED-END MANAGEMENT INVESTMENT COMPANIES**                                  |
|        |                                                                                                  |
|        | Not applicable.                                                                                       |

 

| **ITEM 9.** | **PURCHASES OF EQUITY SECURITIES BY CLOSED-END MANAGEMENT INVESTMENT COMPANY AND AFFILIATED PURCHASERS** |
|-------------|----------------------------------------------------------------------------------------------------------|
|        |                                                                                                     |
|        | Not Applicable.                                                                                          |

 

| **ITEM 10.** | **SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS**                                                                                                                                                                                                                                                                                                                                                                          |
|--------------|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|         |                                                                                                                                                                                                                                                                                                                                                                                                                             |
|         | The primary function of the Nominating and Governance Committee is to identify and recommend individuals for membership on the Board and oversee the administration of the Board Governance Guidelines. Shareholders may recommend candidates for Board positions by forwarding their correspondence by U.S. mail or courier service to Chairman of the Board, P.O.                            Box 100176, Cape Coral, FL 33910. |
|         |                                                                                                                                                                                                                                                                                                                                                                                                                             |
| **ITEM 11.** | **CONTROLS AND PROCEDURES**                                                                                                                                                                                                                                                                                                                                                                                                      |
|         |                                                                                                                                                                                                                                                                                                                                                                                                                             |
|         | (a)          The Chief Executive and Financial Officers concluded that the Registrant’s Disclosure Controls and Procedures are effective based on the evaluation of the Disclosure Controls and Procedures as of a date within 90 days of the filing date of this report.                                                                                                     |
|         |                                                                                                                                                                                                                                                                                                                                                                                                                             |
|         | (b)          There have been no changes in the registrant’s internal control over financial reporting that occurred during the second fiscal quarter of the period covered by this report that has materially affected, or is reasonably likely to materially affect, the registrant’s internal                            controls over financial reporting.           |
|         |                                                                                                                                                                                                                                                                                                                                                                                                                             |
| **ITEM 12.** | **EXHIBITS**                                                                                                                                                                                                                                                                                                                                                                                                                     |
|         |                                                                                                                                                                                                                                                                                                                                                                                                                             |

 

----

 

|   | (a)(1)     Code of Ethics pursuant to Item 2 of Form N-CSR is filed and attached hereto as EX-99.CODE ETH.                                                                                     |
|--------|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |                                                                                                                                                                                                                    |
|   | (a)(2)     Certification pursuant to Rule 30a-2(a) under the Investment Company Act of 1940 (17 CFR 270.30a-2(a)) is filed and attached hereto as Exhibit 99.CERT.                             |
|   |                                                                                                                                                                                                                    |
|   | (b)         Certification pursuant to Rule 30a-2(b) under the Investment Company Act of 1940 (17 CFR 270.30a-2(b)) is furnished and attached hereto as Exhibit 99.906CERT. |

 

 

 

 

----

Form N-CSR Item F

 

**SIGNATURES**

 

Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

| Registrant: | Government & Agency Securities Portfolio, Money Market Portfolio and Tax-Exempt Portfolio (Capital Assets Funds Shares and Capital Assets Preferred Shares), a series of Cash Account Trust |
|-------------|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

 

| By: | /s/Michael G. Clark |
|-----|---------------------|

|   | Michael G. Clark |
|--------|------------------|

President

 

| Date: | July 2, 2008 |
|-------|--------------|

 

 

Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

 

| Registrant: | Government & Agency Securities Portfolio, Money Market Portfolio and Tax-Exempt Portfolio (Capital Assets Funds Shares and Capital Assets Preferred Shares), a series of Cash Account Trust |
|-------------|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

 

| By: | /s/Michael G. Clark |
|-----|---------------------|

|   | Michael G. Clark |
|--------|------------------|

President

 

| Date: | July 2, 2008 |
|-------|--------------|

 

 

| By: | /s/Paul Schubert |
|-----|------------------|

|   | Paul Schubert |
|--------|---------------|

Chief Financial Officer and Treasurer

 

| Date: | July 2, 2008 |
|-------|--------------|