Filed electronically with the Securities and Exchange Commission
                               on August 31, 2009

                                                      1933 Act File No. 33-34645
                                                     1940 Act File No. 811-06103

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D. C. 20549

                                    FORM N-1A


             REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

                         Pre-Effective Amendment No. __
                         Post-Effective Amendment No. 32

                                     and/or

                        REGISTRATION STATEMENT UNDER THE
                         INVESTMENT COMPANY ACT OF 1940

                                Amendment No. 34


                              INVESTORS CASH 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: (617) 295-1000

          John Millette, Secretary                        With a copy to:
            Investors Cash Trust                         Deborah B. Eades
              One Beacon Street                           David A. Sturms
              Boston, MA  02108                          Vedder Price P.C.
   (Name and Address of Agent for Service)           222 North LaSalle Street
                                                     Chicago, Illinois  60601

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

[__]      Immediately upon filing pursuant to paragraph (b)
[__]      On ______________ pursuant to paragraph (b)
[__]      60 days after filing pursuant to paragraph (a)(1)
[__]      On ______________ pursuant to paragraph (a)(1)
[x]       75 days after filing pursuant to paragraph (a)(2)
[__]      On ______________ pursuant to paragraph (a)(2) of Rule 485

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




                                       1
<PAGE>

This post-effective amendment contains the prospectus and statement of
additional information relating to the following series of the registrant:

o        DWS Variable NAV Money Fund






                                       2

<PAGE>

PROSPECTUS

November __, 2009


DWS VARIABLE NAV MONEY FUND

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

CONTENTS




<TABLE>
<S>      <C>
  3      The Fund's Main Investment
         Strategy
  5      The Main Risks of Investing in
         the Fund
  7      The Fund's Performance
         History
  8      How Much Investors Pay
  9      Other Policies
 10      Who Manages and Oversees
         the Fund


</TABLE>
<TABLE>
<S>      <C>
 12      Financial Highlights
 13      Buying and Selling Fund
         Shares
 14      Policies You Should Know
         About
 23      Understanding Distributions
         and Taxes
 25      Appendix
</TABLE>

<PAGE>


<TABLE>
<S>                                <C>
  ticker symbol                      [TBD]
    fund number                      [TBD]

    DWS VARIABLE NAV MONEY FUND


</TABLE>

            THE FUND'S MAIN INVESTMENT STRATEGY

            The fund seeks to provide a high level of current income
            consistent with liquidity and the preservation of capital.

            The fund pursues its objective by investing exclusively in high
            quality short-term securities, as well as certain repurchase
            agreements that are backed by high-quality securities.

            The fund is a money market fund that is designed to serve as a
            complementary product to the traditional stable value money
            market funds. Unlike a traditional money market fund, the fund
            will not use the amortized cost method of valuation and does not
            seek to maintain a stable share price of $1.00. Instead, the fund
            generally values its portfolio securities using information
            furnished by an independent pricing service. As a result, the
            fund's share price, which is its net asset value per share (NAV),
            will vary and reflect the effects of unrealized appreciation and
            depreciation and realized losses and gains. Because the fund
            values its securities using currently available market prices
            instead of amortized cost, the Advisor believes that the
            likelihood of redemptions by shareholders solely to avoid
            unrealized depreciation or realized losses is mitigated.

            The fund is managed in accordance with the quality, maturity and
            diversification requirements of Rule 2a-7 under the Investment
            Company Act of 1940 (1940 Act). The fund will maintain a
            dollar-weighted average maturity of 90 days or less in accordance
            with Rule 2a-7.

            The fund follows policies designed to preserve capital:

            -  Fund securities are denominated in US dollars and have remaining
               maturities of 397 days (about 13 months) or less at the time of
               purchase. The fund may also invest in securities that have
               features that have the effect of reducing their maturities to
               397 days or less at the time of purchase.

            -  The fund buys US government debt obligations, money market
               instruments and other debt obligations that at the time of
               purchase:

               - have received one of the two highest short-term ratings from
                 two nationally recognized statistical rating organizations
                 (NRSROs) or one NRSRO if that NRSRO is the only NRSRO that
                 rates such obligations;


                                                DWS Variable NAV Money Fund  | 3
<PAGE>

               - are unrated, but are deemed by the Advisor to be of comparable
                 quality to one of the two highest short-term ratings; or

               - have no short-term rating, but are rated in one of the top
                 three highest long-term rating categories by a NRSRO or are
                 deemed by the Advisor to be of comparable quality.


            Principal investments

            The fund may invest in high quality, short-term, US dollar
            denominated money market instruments paying a fixed, variable or
            floating interest rate. These include:

            -  Debt obligations issued by US and foreign banks, financial
               institutions, corporations or other entities, including, but not
               limited to, certificates of deposit, euro-time deposits,
               commercial paper (including asset-backed commercial paper),
               notes, funding agreements, US government securities and
               sovereign debt securities. Securities that do not satisfy the
               maturity restrictions for a money market fund may be
               specifically structured so that they are eligible investments
               for money market funds. For example, some securities have
               features which have the effect of shortening the security's
               maturity.

            -  US government securities that are issued or guaranteed by the US
               Treasury, or by agencies or instrumentalities of the US
               government.

            -  Repurchase agreements, which are agreements to buy securities at
               one price, with a simultaneous agreement to sell back the
               securities at a future date at an agreed-upon price.

            -  Asset-backed securities, which are generally participations in a
               pool of assets whose payment is derived from the payments
               generated by the underlying assets. Payments on the asset-backed
               security generally consist of interest and/
               or principal.

            Working in consultation with portfolio management, a credit team
            screens potential securities and develops a list of those that the
            fund may buy. Portfolio management, looking for attractive yield
            and weighing considerations such as credit quality, economic
            outlooks and possible interest rate movements, then decides which
            securities on this list to buy.


4 | DWS Variable NAV Money Fund
<PAGE>

            Portfolio management may adjust the fund's exposure to interest
            rate risk, typically seeking to take advantage of possible rises in
            interest rates and to preserve yield when interest rates appear
            likely to fall.


            THE MAIN RISKS OF INVESTING IN THE FUND

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

            INTEREST RATE RISK. Money market instruments, like all debt
            securities, face the risk that the securities will decline in value
            because of changes in interest rates. Generally, investments
            subject to interest rate risk will decrease in value when interest
            rates rise and increase in value when interest rates decline.
            Generally, the price of short-term investments fluctuates less than
            longer-term investments. Income earned on floating or variable rate
            securities may vary as interest rates decrease or increase.

            CREDIT RISK. A money market instrument's credit quality depends on
            the issuer's ability to pay interest on the security and repay the
            debt; the lower the credit rating, the greater the risk that the
            security's issuer will default, or fail to meet its payment
            obligations. The credit risk of a security may also depend on the
            credit quality of any bank or financial institution that provides
            credit enhancement for it. To reduce credit risk, the fund only
            buys high quality securities. Also, the fund only buys securities
            with remaining maturities of 397 days (approximately 13 months) or
            less. This reduces the risk that the issuer's creditworthiness will
            change before such obligations are due, or that the issuer will
            default on the principal and interest payments of the obligation.
            Additionally, some securities issued by US government agencies or
            instrumentalities are supported only by the credit of that agency
            or instrumentality. There is no guarantee that the US government
            will provide support to such agencies or instrumentalities and such
            securities may involve risk of loss of principal and interest.
            Securities that rely on third party guarantors to raise their
            credit quality could fall in price or go into default if the
            financial condition of the guarantor deteriorates.


                                                DWS Variable NAV Money Fund  | 5
<PAGE>

            MARKET RISK. Although individual securities may outperform the
            market, the entire market may decline as a result of rising
            interest rates, regulatory developments or deteriorating economic
            conditions.

            PRICING RISK. Any time the fund uses any valuation methodology
            other than market prices, the value determined for an investment
            could be different than the value realized upon such investment's
            sale. As a result, you could pay more than market value when buying
            fund shares or receive less than market value when selling fund
            shares.

            REGULATORY RISK. As part of a series of financial market reforms
            designed to address continuing concerns regarding the stability
            of the financial markets, material amendments to Rule 2a-7 have
            been proposed. There is no assurance that such amendments will be
            adopted at all or in substantially their proposed form. The
            Advisor believes that such amendments, if adopted, may unduly
            restrict the investment flexibility of the fund which may limit
            the fund's potential for yield. In such a case, the fund may not
            adopt some or all changes necessary to comply with Rule 2a-7, as
            amended, which may affect its ability to continue to operate as,
            to hold itself out as a money market fund.

            SECURITY SELECTION RISK. While the fund invests in short-term
            securities, which by their nature are relatively stable
            investments, the risk remains that the securities in which the fund
            invests will not perform as expected. This could cause the fund's
            returns to lag behind those of similar money market mutual funds.

            REPURCHASE AGREEMENT RISK. A repurchase agreement exposes the fund
            to the risk that the party that sells the securities may default on
            its obligation to repurchase them. In this circumstance, the fund
            can lose money because:

            -  it cannot sell the securities at the agreed-upon time and price;
               or

            -  the securities lose value before they can be sold.

            The fund seeks to reduce this risk by monitoring the
            creditworthiness of the sellers with whom it enters into repurchase
            agreements. The fund also monitors the value of the securities to
            ensure that they are at least equal to the total amount of the
            repurchase obligations, including interest and accrued interest.


6 | DWS Variable NAV Money Fund
<PAGE>

            PREPAYMENT RISK. A debt issuer, such as an issuer of asset-backed
            securities, may retain the right to pay off a high yielding debt
            investment before it comes due. In that event, the fund may have to
            reinvest the proceeds at lower interest rates. Thus, prepayment may
            reduce the fund's income. It may also create a capital gains tax
            liability, because debt issuers usually pay a premium for the right
            to pay off debt investment early.

            FOREIGN INVESTMENT RISK. The fund may invest in high quality
            short-term securities of foreign issuers that are denominated in US
            dollars. Foreign investments involve certain special risks, such as
            unfavorable political and legal developments, limited financial
            information, regulatory risk and economic and financial
            instability.

            An investment in the fund is not insured or guaranteed by the FDIC
            or any other government agency. Although the fund seeks
            preservation of capital, the net asset value per share of the fund
            will flucuate, and you could lose money by investing in the fund.


            THE FUND'S PERFORMANCE HISTORY

            Since the fund is newly offered, past performance information
            is not available.


                                                DWS Variable NAV Money Fund  | 7
<PAGE>

HOW MUCH INVESTORS PAY


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


<TABLE>
<CAPTION>
FEE TABLE
<S>                                       <C>
 SHAREHOLDER FEES, paid directly from
 your investment
______________________________________    ________________________
 Sales Charge                                       None

 ANNUAL OPERATING EXPENSES, deducted
 from fund assets
______________________________________    ________________________
 Management Fee                                      ____%
 Distribution/Service (12b-1) Fee                   None
 Other Expenses1
 TOTAL ANNUAL OPERATING EXPENSES
 Less Expense Waiver/Reimbursement2
 NET ANNUAL OPERATING EXPENSES2
</TABLE>


1  "Other Expenses" include an administrative services fee paid to the Advisor
   in the amount of 0.10% of average daily net assets. In addition, "Other
   Expenses" are based on estimated amounts for the current fiscal year,
   including [TBD]% of organizational and offering expenses expected to be
   incurred over the next 12 months only.

2  Through _____, 2010, the Advisor has contractually agreed to waive all or a
   portion of its management fee and reimburse or pay operating expenses of
   the fund to the extent necessary to maintain the fund's total annual
   operating expenses at [TBD]%, excluding certain expenses such as
   extraordinary expenses,taxes, brokerage and interest expenses.

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


<TABLE>
<CAPTION>
1 YEAR       3 YEARS
<S>         <C>
 $              $
</TABLE>



8 | DWS Variable NAV Money Fund
<PAGE>

OTHER POLICIES

           Although major changes tend to be infrequent, the fund's Board could
           change the fund's investment objective without seeking shareholder
           approval.

           Because the fund's NAV will fluctuate, the sale or redemption of
           fund shares may give rise to a gain or loss. The gain or loss
           realized upon the redemption of fund shares may be treated as a gain
           for federal income tax purposes. Please refer to the section
           entitled "Understanding Distributions and Taxes" for more
           information concerning taxes.

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

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

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

           A complete list of the fund's portfolio holdings is posted twice
           each month on www.moneyfunds.deam-us.db.com (the Web site does not
           form a part of this prospectus). Portfolio holdings as of the 15th
           day of each month are posted to the Web site on or after month-end
           and portfolio holdings as of each month-end are posted to the Web
           site on or after the 14th day of the following month. More frequent
           posting of portfolio holdings information may be made from time to
           time on www.moneyfunds.deam-us.db.com. The posted portfolio holdings
           information is available by fund and generally remains accessible at
           least until the date on which the fund files its Form N-CSR or N-Q
           with the Securities and Exchange Commission for the period that
           includes the date as of which the posted information is current. The
           fund also may post on the Web site, on the same or a more frequent
           basis, various depictions of portfolio characteristics such as the
           allocation of the portfolio across various security types, market
           sectors and sub-sectors and maturities and risk characteristics of
           the portfolio. The fund's Statement of Additional Information
           includes a description of the fund's policies and procedures with
           respect to the disclosure of the fund's portfolio holdings.


                                                             Other Policies  | 9
<PAGE>

WHO MANAGES AND OVERSEES THE FUND


           The investment advisor

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

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

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

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

           MANAGEMENT FEE. The Advisor will receive a management fee from the
           fund. Below is the actual rate paid by the fund, which is based upon
           the fund's average daily net assets:

           The fund pays the Advisor under the Management Agreement a fee,
           calculated daily and paid monthly, at the annual rate of
           _______________.

           The fund's shareholder report for the period ended February 28, 2010
           will contain a discussion regarding the basis for the Board's
           approval of the fund's investment management agreement (see
           "Shareholder reports" on the back cover).


10 | Who Manages and Oversees the Fund
<PAGE>

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


           Portfolio management

           A group of investment professionals is responsible for the day-to-day
           management of the fund. These investment professionals have a broad
           range of experience managing money market funds.


                                         Who Manages and Oversees the Fund  | 11
<PAGE>

FINANCIAL HIGHLIGHTS

Since the fund is newly offered, financial highlights information is not
available.


12 | Financial Highlights
<PAGE>

BUYING and SELLING Fund Shares



           How to open your account


           The fund is primarily offered to institutional investors. Your
           account cannot become activated until we receive a completed account
           application. To obtain an account application contact the Service
           Center at [TBD].


           Investment minimum

           Your initial investment must be for at least $1,000,000. There are
           no minimum subsequent investment requirements.

           The fund reserves the right to modify the investment minimum.


           How to BUY and SELL shares

           The fund will only accept purchase orders and redemption orders with
           proceeds to be sent by wire and will not accept orders by any other
           means.

           BUYING: Instruct your bank to send payment by wire using the wire
           instructions below.


<TABLE>
<S>                <C>
  BANK NAME:       WIRE BANK NAME
  ROUTING NO:      ROUTING NUMBER
  ATTN:            WIRE ATTENTION
  DDA NO:          DDA NUMBER
  FBO:             (Account name) (Account number)
  CREDIT:          (Fund name, Fund number and, if applicable, class
                   name) (Refer to the start of "The Fund's Main
                   Investment Strategy" above for the fund number.)
</TABLE>


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

           SELLING: You will be paid for redeemed shares by wire transfer of
           funds to your financial advisor or bank upon receipt of a duly
           authorized redemption request as promptly as feasible. For your
           protection, you may not change the destination bank account over the
           phone.

           For more information on how to buy or sell shares by wire, refer to
           "Policies about transactions - Transaction Processing."


                                            Buying and Selling Fund Shares  | 13
<PAGE>

POLICIES YOU SHOULD KNOW ABOUT

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

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

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


           Financial intermediary support payments

           The Advisor, DWS Investments Distributors, Inc. (the "Distributor")
           and/or their affiliates may pay additional compensation, out of
           their own assets and not as an additional charge to the fund, to
           selected affiliated and unaffiliated brokers, dealers, participating
           insurance companies or other financial intermediaries ("financial
           advisors") in connection with the sale and/or distribution of fund
           shares or the retention and/
           or servicing of fund investors and fund shares ("revenue sharing").
           Such revenue sharing payments are in addition to any distribution or
           service fees payable under any Rule 12b-1 or service plan of the
           fund, any record keeping/sub-transfer agency/networking fees payable
           by the fund (generally through the Distributor or an affiliate)
           and/or the Distributor to certain financial advisors for performing
           such services and any sales charge, commissions, non-cash
           compensation arrangements expressly permitted under applicable rules
           of the Financial Industry Regulatory Authority or other concessions
           described in the fee table or elsewhere in this prospectus or the
           Statement of Additional Information as payable to all financial
           advisors. For example, the Advisor, the Distributor and/or their
           affiliates may


14 | Policies You Should Know About
<PAGE>

           compensate financial advisors for providing the fund with "shelf
           space" or access to a third party platform or fund offering list or
           other marketing programs, including, without limitation, inclusion
           of the fund on preferred or recommended sales lists, mutual fund
           "supermarket" platforms and other formal sales programs; granting
           the Distributor access to the financial advisor's sales force;
           granting the Distributor access to the financial advisor's
           conferences and meetings; assistance in training and educating the
           financial advisor's personnel; and obtaining other forms of
           marketing support.

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

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


                                            Policies You Should Know About  | 15
<PAGE>

           Information, which is available to you on request at no charge (see
           the back cover of this prospectus for more information on how to
           request a copy of the Statement of Additional Information).

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


           Policies about transactions


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

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

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


16 | Policies You Should Know About
<PAGE>

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

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

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

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

           TELEPHONE TRANSACTIONS. You are automatically entitled to telephone
           transaction privileges but you may elect not to have them when you
           open your account or by contacting Service Center at [TBD] at a
           later date.

           TRANSACTION PROCESSING. Orders for the purchase of shares by wire
           transfer will normally be effective at the share price next computed
           after receipt of the wire transfer of the amount to be invested. If
           a wire transfer purchase order is received in good order before 4:00
           p.m. Eastern time, it will normally receive the dividend for that
           day.

           Shareholders known to the fund may notify the Service Center in
           advance of their wire transfer purchase by calling the Service
           Center. The investor will receive a confirmation number for the
           trade. If the fund receives a purchase order prior to the 4:00 p.m.
           Eastern time cut-off and the fund receives the wire transfer before
           the close of the Federal Funds wire system, the trade will be
           entitled to that day's dividend. If the fund does not receive the
           wire transfer by the close of the Federal Funds wire system, the
           trade may not receive the dividend for that day and, depending upon
           the circumstances, the trade may receive the dividend for the
           following business day or may be canceled or rejected and, in any
           case, the investor may be charged for any losses or fees that
           result, which may be paid by deductions


                                            Policies You Should Know About  | 17
<PAGE>

           from their account or otherwise. The fund's Distributor may refuse
           to allow any investor to trade with the fund in this manner and may
           require that the wire transfer of purchase proceeds be received
           before the trade is considered in good order.

           To receive proceeds by wire on the same day, contact the Service
           Center prior to the 4:00 p.m. Eastern time cut-off. After you inform
           the Service Center of the amount of your redemption, you will
           receive a trade confirmation number. If the fund receives a sell
           request prior to the 4:00 p.m. Eastern time cut-off, the proceeds
           will normally be wired on the same day. However, the shares sold
           will not earn that day's dividend.

           As noted elsewhere in the prospectus, proceeds of a redemption may
           be delayed. The ability to receive "same day" wire redemption
           proceeds can be affected by a variety of circumstances including the
           time that the request is made, the level of redemption requests and
           purchase orders and general market conditions. A request for a same
           day wire that is received earlier in the day will be given priority
           over a request received later in the day in the event that it is
           necessary to limit the amount of same day wire redemptions.

           For additional information on transaction processing in the event of
           scheduled partial day trading or unscheduled suspensions of trading
           on the New York Stock Exchange, please see "How the fund calculates
           share price."

           THE FUND DOES NOT ISSUE SHARE CERTIFICATES.

           WHEN YOU ASK US TO SEND OR RECEIVE A WIRE, please note that while we
           don't charge a fee to send or receive wires, it's possible that your
           bank may do so. Wire transactions are generally completed within 24
           hours.

           THE FUND ACCEPTS PAYMENT FOR SHARES ONLY IN US DOLLARS by Federal
           Funds wire transfer or an electronic bank transfer. The fund does
           not accept checks or third party checks. A third party check is a
           check made payable to one or more parties and offered as payment to
           one or more other parties (e.g., a check made payable to you that
           you offer as payment to someone else).


18 | Policies You Should Know About
<PAGE>

           SIGNATURE GUARANTEE. When you want to sell more than $100,000 worth
           of shares or send proceeds to a third party, you'll usually need to
           place your order in writing and include a signature guarantee.
           However, if you want money transferred electronically to a bank
           account that is already on file with us, you don't need a signature
           guarantee.

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

           SELLING SHARES OF TRUST ACCOUNTS AND BUSINESS OR ORGANIZATION
           ACCOUNTS may require additional documentation. Please call [TBD] or
           contact your financial advisor for more information.

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


                                            Policies You Should Know About  | 19
<PAGE>

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

           ACCOUNT STATEMENTS. We or your financial advisor will generally
           furnish you with a written confirmation of every transaction that
           affects your account balance. You will also receive periodic
           statements reflecting the balances in your account.

           SHORT-TERM TRADING. Since the fund holds short-term instruments and
           is intended to provide liquidity to shareholders, the Advisor does
           not monitor or limit short-term or excessive trading activity in the
           fund and, accordingly, the Board of the fund has not approved any
           policies and procedures designed to limit this activity. However,
           the fund reserves the right to and may reject or cancel a purchase
           order into the fund for any reason, including if, in the opinion of
           the Advisor, there appears to be a pattern of short-term or
           excessive trading by an investor in another DWS fund.


           How the fund calculates share price

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


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


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

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


20 | Policies You Should Know About
<PAGE>

           service information. In addition, due to the subjective and variable
           nature of fair value pricing, it is possible that the value
           determined for a particular asset may be materially different from
           the value realized upon such asset's sale.

           THE FUND IS OPEN FOR BUSINESS each day the New York Stock Exchange
           (the "Exchange") is open. Normally, the fund calculates its share
           price once every business day at 4:00 p.m. Eastern time. The close
           of regular trading on the Exchange is typically 4:00 p.m. Eastern
           time, but sometimes earlier, as in the case of scheduled half-day
           trading or unscheduled suspensions of trading. In the event of
           scheduled partial day trading or unscheduled suspensions of trading
           on the Exchange, the calculation of share price shall be as of the
           close of trading on the Exchange. In such instances, the latest time
           for receipt of wire purchase transactions entitled to receive same
           day dividend treatment and for receipt of redemption orders for same
           day wire transfer of proceeds will be the earlier of (a) 4:00 p.m.
           Eastern time or (b) the early closing time of the Exchange.

           The fund may, but is not required to, accept certain types of
           purchase and redemption orders (not including exchanges) on days
           that the Exchange is closed, or beyond an Exchange early closing
           time (referred to as a "Limited Trading Period") if: (a) the Federal
           Reserve system is open, (b) the primary trading markets for the
           fund's portfolio instruments are open and (c) the Advisor believes
           there will be adequate liquidity in the short-term markets. The
           calculation of share price will be as set forth in the prospectus
           for normal trading days. Orders must be submitted by the cut-off
           times for receipt of wire purchases entitled to that day's dividend
           and for receipt of telephone redemption orders for same day wire
           transfer, which will be the earlier of: (a) the times set forth in
           the prospectus for normal trading days or (b) such earlier times
           that the fund determines based on the criteria described above.
           Please call [TBD] or visit our Web site at [TBD] for additional
           information about whether the fund will be open for business on a
           particular day. Information concerning the intention of the fund to
           be open for a Limited Trading Period will be available at least one
           business day prior to the applicable day that the Exchange is closed
           or is closing early in the case of scheduled closings and as soon as
           practical in the case of unscheduled closings.


           Other rights we reserve

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

                                            Policies You Should Know About  | 21
<PAGE>

           -  withdraw or suspend the offering of shares at any time

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

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

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

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

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

           -  change, add or withdraw various services, fees and account
              policies (for example, we may adjust the fund's investment
              minimums at any time). All orders to purchase shares of the fund
              are subject to acceptance and are not binding until confirmed or
              accepted in writing


22 | Policies You Should Know About
<PAGE>

UNDERSTANDING DISTRIBUTIONS AND TAXES

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

           THE FUND'S INCOME DIVIDENDS ARE DECLARED DAILY AND PAID MONTHLY TO
           SHAREHOLDERS. The fund may take into account capital gains and
           losses in its daily dividend declarations. The fund may make
           additional distributions for tax purposes if necessary.

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

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

           YOU CAN CHOOSE HOW TO RECEIVE YOUR DIVIDENDS AND DISTRIBUTIONS.
           You can have them all automatically reinvested in fund shares (at
           NAV), all deposited directly to your bank account or all sent to
           you by wire, or have one type reinvested and the other sent to
           you by wire. Tell us your preference on your application. If you
           don't indicate a preference, your dividends and distributions
           will all be reinvested.

           Distributions are treated the same for federal income tax
           purposes whether you receive them in cash or reinvest them in
           additional shares.





THE FOLLOWING SIDEBAR TEXT APPEARS NEXT TO THE PRECEDING PARAGRAPHS

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





                                     Understanding Distributions and Taxes  | 23
<PAGE>

           For federal income tax purposes, distributions of net investment
           income (including net short-term capital gain) are taxable as
           ordinary income. The fund does not expect to make distributions that
           are eligible for taxation as long-term capital gains or as qualified
           dividend income.

           The fund will send you detailed federal income tax information every
           January. These statements tell you the amount and the federal income
           tax classification of any dividends or distributions you received.
           They also have certain details on your sales of shares.

           Because the fund's NAV will vary, a sale, exchange or redemption of
           shares of the fund may give rise to a gain or loss. In general, any
           gain or loss realized upon a taxable disposition of shares will be
           treated for federal income tax purpose as long-term capital gain or
           loss if shares have been held for more than twelve months.
           Otherwise, the gain or loss on the taxable disposition of shares of
           the fund will be treated for federal income tax purposes as
           short-term capital gain or loss. For taxable years beginning before
           January 1, 2011, long-term capital gains are taxable to individuals
           and other noncorporate investors at a maximum federal income tax
           rate of 15%, with lower rates applying to taxpayers in the 10% and
           15% rate brackets. For taxable years beginning on or after January
           1, 2011, the maximum long-term capital gain rate for individuals and
           other noncorporate investors is scheduled to return to 20%.
           Corporations are taxed at the same rates on ordinary income and
           capital gains. An exchange is treated the same as a sale for federal
           income tax purposes.

           If the fund's distributions exceed its current and accumulated
           earnings and profits, the excess will be treated for federal income
           tax purposes as a return of capital to the extent of your basis in
           your shares and thereafter as a gain from the sale or exchange of
           your shares. A return of capital distribution reduces the basis of
           your shares. As a result, you may recognize a greater capital gain
           or a lesser capital loss when you sell your shares if you have
           received a return of capital distribution.

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


24 | Understanding Distributions and Taxes
<PAGE>

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


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

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


                                                                  Appendix  | 25
<PAGE>

                          DWS Variable NAV Money Fund



<TABLE>
<CAPTION>
              MAXIMUM           INITIAL HYPOTHETICAL                 ASSUMED RATE
           SALES CHARGE:             INVESTMENT:                      OF RETURN:
               0.00%                   $10,000                            5%
                                                              HYPOTHETICAL
             CUMULATIVE        ANNUAL       CUMULATIVE          YEAR-END
           RETURN BEFORE        FUND       RETURN AFTER      BALANCE AFTER      ANNUAL FEES
              FEES AND        EXPENSE        FEES AND           FEES AND            AND
YEAR          EXPENSES         RATIOS        EXPENSES           EXPENSES         EXPENSES
<S>       <C>                <C>          <C>               <C>                <C>
   1            5.00%           %               %                  $                 $
   2           10.25%           %               %                  $                 $
   3           15.76%           %               %                  $                 $
   4           21.55%           %               %                  $                 $
   5           27.63%           %               %                  $                 $
   6           34.01%           %               %                  $                 $
   7           40.71%           %               %                  $                 $
   8           47.75%           %               %                  $                 $
   9           55.13%           %               %                  $                 $
  10           62.89%           %               %                  $                 $
  TOTAL                                                                              $
</TABLE>



26 | Appendix
<PAGE>

TO GET MORE INFORMATION

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

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

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


<TABLE>
<CAPTION>
[TBD]                     SEC                     DISTRIBUTOR
----------------------    --------------------    ------------------------------
<S>                       <C>                     <C>
WWW.MONEYFUNDS.DEAM-      100 F Street, N.E.      DWS Investments Distributors,
US.DB.COM                 Washington, D.C.        Inc.
[TBD]                     20549-0102              222 South Riverside Plaza
                          WWW.SEC.GOV             Chicago, IL 60606-5808
                          (800) SEC-0330          (800) 621-1148
</TABLE>



<TABLE>
<S>                       <C>                              <C>
SEC FILE NUMBER:
Investors Cash Trust        DWS Variable NAV Money Fund    811-06103
</TABLE>



(11/__/09) [CODE]
[RECYCLE GRAPHIC APPEARS HERE]

<PAGE>
                              INVESTORS CASH TRUST

                           DWS Variable NAV Money Fund





















                       STATEMENT OF ADDITIONAL INFORMATION

                                  ______, 2009



This Statement of Additional Information ("SAI") contains information about the
DWS Variable NAV Money Fund (the "Fund") offered by Investors Cash Trust (the
"Trust"). This SAI is not a prospectus and should be read in conjunction with
the prospectus for the Fund, dated _______, 2009, as amended from time to time,
a copy of which may be obtained without charge by calling (800) 621-1148,
through the DWS Investments Web site at www.moneyfunds.deam-us.db.com or from
the firm from which this SAI was obtained and are available along with other
materials on the Securities and Exchange Commission's Internet Web site
(http://www.sec.gov).



This SAI is incorporated by reference into the prospectus.


                                TABLE OF CONTENTS

                                                                          Page
                                                                          ----

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

INVESTMENT POLICIES AND TECHNIQUES..........................................2
   Investment Techniques....................................................2
   Portfolio Holdings.......................................................8

MANAGEMENT OF THE FUND......................................................9
   Investment Advisor.......................................................9

FUND SERVICE PROVIDERS.....................................................13
   Administrator...........................................................13
   Distributor.............................................................13
   Custodian...............................................................14
   Transfer Agent and Shareholder Service Agent............................14
   Legal Counsel...........................................................15
   Independent Registered Public Accounting Firm...........................15

PORTFOLIO TRANSACTIONS.....................................................15

PURCHASE AND REDEMPTION OF SHARES..........................................17

DIVIDENDS..................................................................24

TAXES......................................................................24

NET ASSET VALUE............................................................29

BOARD MEMBERS AND OFFICERS.................................................29

TRUST ORGANIZATION.........................................................38

PROXY VOTING GUIDELINES....................................................40

FINANCIAL STATEMENTS.......................................................40

ADDITIONAL INFORMATION.....................................................40

APPENDIX A -- PROXY VOTING GUIDELINES......................................42

APPENDIX B -- RATINGS OF INVESTMENTS.......................................67



                             INVESTMENT RESTRICTIONS

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

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

The Fund, a series of the Trust, an open-end investment management company, has
elected to be treated as diversified, as that term is used in the 1940 Act, and
as interpreted or modified by regulatory authority having jurisdiction from time
to time.

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

1.       Borrow money, except as permitted under the 1940 Act, as amended, and
         as interpreted or modified by regulatory authority having jurisdiction,
         from time to time.

2.       Issue senior securities, except as permitted under the 1940 Act, as
         amended, and as interpreted or modified by regulatory authority having
         jurisdiction, from time to time.

3.       Engage in the business of underwriting securities issued by others,
         except to the extent that the Fund may be deemed to be an underwriter
         in connection with the disposition of portfolio securities.

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

5.       Purchase or sell commodities, except as permitted by the 1940 Act, as
         amended, and as interpreted or modified by the regulatory authority
         having jurisdiction, from time to time.

6.       Make loans except as permitted under the 1940 Act, as amended, and as
         interpreted or modified by regulatory authority having jurisdiction,
         from time to time.

7.       Concentrate its investments in a particular industry (excluding U.S.
         Government obligations), as that term is used in the 1940 Act, as
         amended, and as interpreted or modified by regulatory authority having
         jurisdiction, from time to time; provided however, the Fund reserves
         freedom of action to concentrate in obligations issued by domestic
         banks and U.S. branches of foreign banks provided such U.S. branch is
         subject to the same regulations as a domestic bank.

The Fund will provide written notice to shareholders at least sixty days prior
to changing the Fund's investment objective, if the trustees vote to do so.

The Portfolio will not purchase illiquid securities, including time deposits and
repurchase agreements maturing in more than seven days, if, as a result thereof,
more than 10% of the Portfolio's net assets, valued at the time of the
transaction, would be invested in such securities.

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

                       INVESTMENT POLICIES AND TECHNIQUES

The Trust is a series investment company that currently offers two investment
portfolios: the Treasury Portfolio and DWS Variable NAV Money Fund.

Investment Techniques

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

Quality and Maturity of the Fund's Securities. The Fund will maintain a
dollar-weighted average maturity of 90 days or less. All securities in which the
Fund invests will have, or be deemed to have, remaining maturities of 397
calendar days or less on the date of their purchase and will be denominated in
US dollars. The Advisor, acting under the supervision of and procedures adopted
by the Board Members of the Fund, will also determine that all securities
purchased by the Fund present minimal credit risks. The Advisor will cause the
Fund to dispose of any security as soon as practicable if the security is no
longer of the requisite quality, unless such action would not be in the best
interest of the Fund. High-quality, short-term instruments may result in a lower
yield than instruments with a lower quality or longer term.

Obligations of Banks and Other Financial Institutions. The Fund may invest in US
dollar-denominated high quality fixed rate or variable rate obligations of US or
foreign financial institutions, including banks, which have received one of the
two highest short-term ratings from two nationally recognized statistical rating
organizations ("NRSROs") (or one NRSRO if that NRSRO is the only NRSRO that
rates such obligations) or, are unrated, but are deemed by the Advisor to be of
comparable quality to one of the two highest short-term ratings; or, have no
short-term rating, but are rated in one of the top three highest long-term
rating categories by a NRSRO or are deemed by the Advisor to be of comparable
quality. Obligations of domestic and foreign financial institutions in which the
Fund may invest include (but are not limited to) certificates of deposit,
bankers' acceptances, bank time deposits, commercial paper, and other US
dollar-denominated instruments issued or supported by the credit of US or
foreign financial institutions, including banks.

For purposes of the Fund's investment policies with respect to bank obligations,
the assets of a bank will be deemed to include the assets of its domestic and
foreign branches. Obligations of foreign branches of US banks and foreign banks
may be general obligations of the parent bank in addition to the issuing bank or
may be limited by the terms of a specific obligation and by government
regulation. To the extent that the obligation of the foreign branch are
obligations of the parent bank, an investment in the foreign branches of a US
bank may be treated as a "domestic bank" for purposes of the Fund's
concentration restriction. If the Advisor deems the instruments to present
minimal credit risk, the Fund may invest in obligations of foreign banks or
foreign branches of US banks, which may include banks located in the United
Kingdom, Grand Cayman Island, Nassau, Japan, Canada and Australia.

Investments in these obligations may entail risks that are different from those
of investments in obligations of US domestic banks because of differences in
political, regulatory and economic systems and conditions. These risks include
future political and economic developments, currency blockage, the possible
imposition of withholding taxes on interest payments, possible seizure or
nationalization of foreign deposits, difficulty or inability of pursuing legal
remedies and obtaining judgments in foreign courts, possible establishment of
exchange controls or the adoption of other foreign governmental restrictions
that might affect adversely the payment of principal and interest on bank
obligations. Foreign branches of US banks and foreign banks may also be subject
to less stringent reserve requirements and to different accounting, auditing,
reporting and record keeping standards than those applicable to domestic
branches of US banks.

Commercial Paper. The Fund may invest in fixed rate or variable rate commercial
paper, issued by US or foreign entities. Commercial paper consists of short-term
(usually up to one year) unsecured promissory notes issued by US or foreign
entities in order to finance their current operations.

Commercial paper when purchased by the Fund must be rated in the highest
short-term rating category by any two NRSROs (or one NRSRO if that NRSRO is the
only such NRSRO which rates such security) or, is unrated, but is deemed by the
Advisor to be of comparable quality to one of the two highest short-term
ratings; or, has no short-term rating, but is rated in one of the top three
highest long-term rating categories by a NRSRO or is deemed by the Advisor to be
of comparable quality. Investing in foreign commercial paper generally involves
risks similar to those described above relating to obligations of foreign banks
or foreign branches and subsidiaries of US and foreign banks. Any commercial
paper issued by a foreign entity and purchased by the Fund must be US
dollar-denominated and must not be subject to foreign withholding tax at the
time of purchase.

For a description of commercial paper ratings, see the Appendix to this SAI.

Variable Rate Master Demand Notes. Variable rate master demand notes are
unsecured instruments that permit the indebtedness there under to vary and
provide for periodic adjustments in the interest rate. Because variable rate
master demand notes are direct lending arrangements between the Fund and the
issuer, they are not ordinarily traded. Although no active secondary market may
exist for these notes, the Fund will purchase only those notes under which it
may demand and receive payment of principal and accrued interest daily or may
resell the note at any time to a third party. While the notes are not typically
rated by credit rating agencies, issuers of variable rate master demand notes
must satisfy the Advisor, acting under the supervision of the Board of Trustees
of the Fund, that the same criteria as set forth above for issuers of commercial
paper are met. In the event an issuer of a variable rate master demand note
defaulted on its payment obligation, the Fund might be unable to dispose of the
note because of the absence of an active secondary market and could, for this or
other reasons, suffer a loss to the extent of the default. The face maturities
of variable rate notes subject to a demand feature may exceed 397 calendar days
in certain circumstances. (See "Quality and Maturity of the Fund's Securities"
herein.)

US Government Obligations. The Fund may invest in obligations issued or
guaranteed by the US government which include: (1) direct obligations of the US
Treasury and (2) obligations issued by US government agencies and
instrumentalities ("US Government Obligations"). Included among direct
obligations of the US are Treasury Bills, Treasury Notes and Treasury Bonds,
which differ in terms of their interest rates, maturities and dates of issuance.
Treasury Bills have maturities of less than one year, Treasury Notes have
maturities of one to 10 years and Treasury Bonds generally have maturities of
greater than 10 years at the date of issuance. Included among the obligations
issued by agencies and instrumentalities of the US are: instruments that are
supported by the full faith and credit of the US (such as certificates issued by
the Government National Mortgage Association ("GNMA" or "Ginnie Mae");
instruments that are supported by the right of the issuer to borrow from the US
Treasury (such as securities of Federal Home Loan Banks); and instruments that
are supported by the credit of the instrumentality (such as Federal National
Mortgage Association ("FNMA" or "Fannie Mae") and Federal Home Loan Mortgage
Corporation ("FHLMC" or "Freddie Mac").

Other US government securities the Fund may invest in include (but are not
limited to) securities issued or guaranteed by the Federal Housing
Administration, Farmers Home Loan Administration, Export-Import Bank of the US,
Small Business Administration, General Services Administration, Central Bank for
Cooperatives, Federal Farm Credit Banks, Federal Intermediate Credit Banks,
Federal Land Banks, Maritime Administration, Tennessee Valley Authority,
District of Columbia Armory Board and Student Loan Marketing Association.
Because the US government is not obligated by law to provide support to an
instrumentality it sponsors, the Fund will invest in obligations issued by such
an instrumentality only if the Advisor determines that the credit risk with
respect to the instrumentality does not make its securities unsuitable for
investment by the Fund.

The Fund may also invest in separately traded principal and interest component
of securities guaranteed or issued by the US government or its agencies,
instrumentalities or sponsored enterprises if such components trade
independently under the Separate Trading of Registered Interest and Principal of
Securities program ("STRIPS") or any similar program sponsored by the US
government. STRIPS are sold as zero coupon securities.

Mortgage-backed securities may be issued or guaranteed by GNMA, FNMA (also known
as Fannie Mae) and the FHLMC (also known as Freddie Mac), but also may be issued
or guaranteed by other issuers, including private companies. GNMA is a
government-owned corporation that is an agency of the U.S. Department of Housing
and Urban Development. It guarantees, with the full faith and credit of the
United States, full and timely payment of all monthly principal and interest on
its mortgage-backed securities. Until recently, FNMA and FHLMC were
government-sponsored corporations owned entirely by private stockholders. Both
issue mortgage-related securities that contain guarantees as to timely payment
of interest and principal but that are not backed by the full faith and credit
of the U.S. government. The value of the companies' securities fell sharply in
2008 due to concerns that the firms did not have sufficient capital to offset
losses. In mid-2008, the U.S. Treasury was authorized to increase the size of
home loans that FNMA and FHLMC could purchase in certain residential areas and,
until 2009, to lend FNMA and FHLMC emergency funds and to purchase the
companies' stock. More recently, in September 2008, the U.S. Treasury announced
that FNMA and FHLMC had been placed in conservatorship by the Federal Housing
Finance Agency ("FHFA"), a newly created independent regulator. In addition to
placing the companies in conservatorship, the U.S. Treasury announced three
additional steps that it intended to take with respect to FNMA and FHLMC. First,
the U.S. Treasury has entered into preferred stock purchase agreements ("PSPAs")
under which, if the FHFA determines that FNMA's or FHLMC's liabilities have
exceeded its assets under generally accepted accounting principles, the U.S.
Treasury will contribute cash capital to the company in an amount equal to the
difference between liabilities and assets. The PSPAs are designed to provide
protection to the senior and subordinated debt and the mortgage-backed
securities issued by FNMA and FHLMC. Second, the U.S. Treasury established a new
secured lending credit facility that is available to FNMA and FHLMC until
December 2009. Third, the U.S. Treasury initiated a temporary program to
purchase FNMA and FHLMC mortgage-backed securities, which is expected to
continue until December 2009. No assurance can be given that the U.S. Treasury
initiatives discussed above with respect to the debt and mortgage-backed
securities issued by FNMA and FHLMC will be successful.

Other Debt Obligations. The Fund may invest in deposits, bonds, notes and
debentures and other debt obligations that at the time of purchase meet the
Fund's minimum credit quality standards, or, if unrated, have been determined by
the Advisor to be of comparable quality or, if the obligations have no
short-term rating, are rated in one of the top three highest long-term rating
categories or have been determined by the Advisor to be of comparable quality.

Asset-Backed Securities. The Fund may invest in securities generally referred to
as asset-backed securities. Asset-backed securities are secured by and payable
from, or directly or indirectly represent undivided fractional interests in,
assets such as pools of consumer loans, trade receivables or other types of
loans held in a trust. Such assets are securitized through the use of trusts and
special purpose corporations. Asset-backed securities may provide periodic
payments that consist of interest and/or principal payments. Consequently, the
life of an asset-backed security varies with the prepayment and loss experience
of the underlying assets. Payments of principal and interest are typically
supported by some form of credit enhancement, such as a letter of credit, surety
bond, limited guarantee or senior/subordination. The degree of credit
enhancement varies, but generally amounts to only a fraction of the asset-backed
security's par value until exhausted. If the credit enhancement is exhausted,
certificate-holders may experience losses or delays in payment if the required
payments of principal and interest are not made to the trust with respect to the
underlying loans. The value of the securities also may change because of changes
in the market's perception of creditworthiness of the servicing agent for the
loan pool, the originator of the loans or the financial institution providing
the credit enhancement. Asset-backed securities are ultimately dependent upon
payment of loans and receivables by individuals, businesses and other borrowers,
and the certificate-holder generally has no recourse against the entity that
originated the loans.

The underlying assets of asset-backed securities include assets such as (but not
limited to) first lien mortgages, motor vehicle installment sale contracts,
other installment sale contracts, home equity loans, leases of various types of
real and personal property, receivables from revolving credit (credit card)
agreements and trade receivables. Payments or distributions of principal and
interest on asset-backed securities may be guaranteed up to certain amounts and
for a certain time period by a letter of credit or a pool insurance policy
issued by a financial institution unaffiliated with the issuer, or other credit
enhancements may be present.

Asset-backed securities present certain risks. Primarily, these securities do
not have the benefit of a security interest in the related collateral. Credit
card receivables are generally unsecured, and the debtors are entitled to the
protection of a number of state and federal consumer credit laws, many of which
give such debtors the right to avoid payment of certain amounts owed on the
credit cards, thereby reducing the balance due. Most issuers of automobile
receivables permit the servicer to retain possession of the underlying
obligations. If the servicer were to sell these obligations to another party,
there is a risk that the purchaser would acquire an interest superior to that of
the holders of the related automobile receivables. In addition, because of the
large number of vehicles involved in a typical issuance and technical
requirements under state laws, the trustee for the holders of the automobile
receivables may not have a proper security interest in all of the obligations
backing such receivables. Therefore, there is the possibility that recoveries on
repossessed collateral may not, in some cases, be available to support payments
on these securities.

The asset-backed securities in which the Fund may invest are limited to those
which satisfy the requirements contained in Rule 2a-7 under the 1940 Act.

The yield characteristics of the asset-backed securities in which the Fund may
invest differ from those of traditional debt securities. Among the major
differences are that interest and principal payments are made more frequently on
asset-backed securities (usually monthly) and that principal may be prepaid at
any time because the underlying assets generally may be prepaid at any time. As
a result, if the Fund purchases these securities at a premium, a prepayment rate
that is faster than expected will reduce their yield, while a prepayment rate
that is slower than expected will have the opposite effect of increasing yield.
Conversely, if the Fund purchases these securities at a discount, faster than
expected prepayments will increase, while slower than expected prepayments will
reduce, the yield on these securities. Amounts available for reinvestment by the
Fund are likely to be greater during a period of declining interest rates and,
as a result, are likely to be reinvested at lower interest rates than during a
period of rising interest rates.

Repurchase Agreements. The Fund may engage in repurchase agreement transactions
with members of the Federal Reserve System, certain non-US banks and certain
non-bank entities. Under the terms of a typical repurchase agreement, the Fund
would acquire any underlying security for a relatively short period (usually not
more than one week), subject to an obligation of the seller to repurchase, and
the Fund to resell, the obligation at an agreed price and time, thereby
determining the yield during the Fund's holding period. This arrangement results
in a fixed rate of return that is not subject to market fluctuations during the
Fund's holding period. The value of the underlying securities will be at least
equal at all times to the total amount of the repurchase obligation, including
interest. The Fund bears a risk of loss in the event of default by or bankruptcy
of the other party to a repurchase agreement. The Fund may be delayed in, or
prevented from, exercising its rights to dispose of the collateralized
securities. To the extent that, in the meantime, the value of the underlying
securities had decreased or the value of the collateralized securities had
increased, the Fund could experience a loss. The Advisor reviews the
creditworthiness of those banks and dealers with which the Fund enters into
repurchase agreements and monitors on an ongoing basis the value of the
securities subject to repurchase agreements to ensure that it is maintained at
the required level. A repurchase agreement is considered to be a loan under the
1940 Act.

Reverse Repurchase Agreements. The Fund may borrow funds by, among other things,
agreeing to sell portfolio securities to financial institutions that meet the
standards described under "Repurchase Agreements" and to repurchase them at a
mutually agreed date and price (a "reverse repurchase agreement"). The Fund may
enter into reverse repurchase agreements with banks and domestic broker-dealers.
At the time the Fund enters into a reverse repurchase agreement it will identify
on its books cash or liquid securities having a value equal to the repurchase
price, including accrued interest. The marked assets will be marked-to-market
daily and additional assets will be marked on any day in which the assets fall
below the repurchase price (plus accrued interest). The Fund's liquidity and
ability to manage its assets might be affected when it sets aside cash or
portfolio securities to cover such commitments. Reverse repurchase agreements
involve the risk that the market value of the securities sold by the Fund may
decline below the repurchase price of those securities. In the event the buyer
of securities under a reverse repurchase agreement files for bankruptcy or
becomes insolvent, such buyer or its trustee or receiver may receive an
extension of time to determine whether to enforce the Fund's obligation to
repurchase the securities, and the Fund's use of the proceeds of the reverse
repurchase agreement may effectively be restricted pending such decision.
Reverse repurchase agreements are considered to be borrowings by the Fund under
the 1940 Act.

When-Issued and Delayed-Delivery Securities. The Fund may purchase securities on
a when-issued or delayed-delivery basis. Delivery of and payment for these
securities can take place a month or more after the date of the purchase
commitment. The payment obligation and the interest rate that will be received
on when-issued and delayed-delivery securities are fixed at the time the buyer
enters into the commitment. Due to fluctuations in the value of securities
purchased or sold on a when-issued or delayed-delivery basis, the yields
obtained on such securities may be higher or lower than the yields available in
the market on the dates when the investments are actually delivered to the
buyers. When-issued securities may include securities purchased on a "when, as
and if issued" basis, under which the issuance of the security depends on the
occurrence of a subsequent event, such as approval of a merger, corporate
reorganization or debt restructuring. The value of such securities is subject to
market fluctuation during this period and no interest or income, as applicable,
accrues to the Fund until settlement takes place.

At the time the Fund make the commitment to purchase securities on a when-issued
or delayed delivery basis, it will record the transaction, reflect the value
each day of such securities in determining its net asset value and, if
applicable, calculate the maturity for the purposes of average maturity from
that date. At the time of settlement a when-issued security may be valued at
less than the purchase price. To facilitate such acquisitions, the Fund
identifies on its books cash or liquid assets in an amount at least equal to
such commitments. It may be expected that the Fund's net assets will fluctuate
to a greater degree when it sets aside portfolio securities to cover such
purchase commitments than when it sets aside cash. On delivery dates for such
transactions, the Fund will meet its obligations from maturities or sales of the
segregated securities and/or from cash flow. If the Fund chooses to dispose of
the right to acquire a when-issued security prior to its acquisition, it could,
as with the disposition of any other portfolio obligation, incur a gain or loss
due to market fluctuation. When the Fund engages in when-issued or
delayed-delivery transactions, it relies on the other party to consummate the
trade. Failure of the seller to do so may result in the Fund's incurring a loss
or missing an opportunity to obtain a price considered to be advantageous.

Investment in Other Investment Companies. In accordance with applicable law, the
Fund may invest its assets in other money market funds with comparable
investment objectives. In general, the Fund may not (1) purchase more than 3% of
any other money market fund's voting stock; (2) invest more than 5% of its
assets in any single money market fund; and (3) invest more than 10% of its
assets in other money market funds unless permitted to exceed these limitations
by an exemptive order of the Securities and Exchange Commission (the "SEC"). As
a shareholder of another money market fund, the Fund would bear, along with
other shareholders, their pro rata portion of the other money market fund's
expenses, including advisory fees. These expenses would be in addition to the
advisory and other expenses that the Fund bears directly (and the Fund bears
indirectly on a pro rata basis) in connection with its own operations.

Credit Enhancement. Certain of the Fund's acceptable investments may be
credit-enhanced by a guaranty, letter of credit, or insurance from a third
party. Any bankruptcy, receivership, default, or change in the credit quality of
the third party providing the credit enhancement may adversely affect the
quality and marketability of the underlying security and could cause losses to
the Fund and affect the Fund's share price. Subject to the diversification
limits contained in Rule 2a-7 under the 1940 Act and the Internal Revenue Code
of 1986, as amended, the Fund may have more than 25% of its total assets
invested in securities issued by or credit-enhanced by domestic banks or other
financial institutions.

Illiquid Securities. Historically, illiquid securities have included securities
subject to contractual or legal restrictions on resale because they have not
been registered under the Securities Act of 1933, as amended (the "1933 Act"),
securities which are otherwise not readily marketable and repurchase agreements
having a maturity of longer than seven days. Securities which have not been
registered under the 1933 Act are referred to as private placements or
restricted securities and are purchased directly from the issuer or in the
secondary market. Investments in non-publicly traded securities (including Rule
144A Securities, as defined below) may involve a high degree of business and
financial risk and may result in substantial losses. These securities may be
less liquid than publicly traded securities, and it may take longer to liquidate
these positions than would be the case for publicly traded securities. Companies
whose securities are not publicly traded may not be subject to the disclosure
and other investor protection requirements applicable to companies whose
securities are publicly traded. Limitations on resale may have an adverse effect
on the marketability of portfolio securities and a mutual fund might be unable
to dispose of restricted or other illiquid securities promptly or at reasonable
prices and might thereby experience difficulty satisfying redemptions within
seven days. An investment in illiquid securities is subject to the risk that,
should the Fund desire to sell any of these securities when a ready buyer is not
available at a price that is deemed to be representative of their value, the
value of the Fund's net assets could be adversely affected.

Mutual funds do not typically hold a significant amount of these restricted or
other illiquid securities because of the potential for delays on resale and
uncertainty in valuation. A mutual fund might also have to register such
restricted securities in order to dispose of them resulting in additional
expense and delay. Adverse market conditions could impede such a public offering
of securities.

A large institutional market has developed for certain securities that are not
registered under the 1933 Act, including repurchase agreements, commercial
paper, non-US securities, municipal securities and corporate bonds and notes.
Institutional investors depend on an efficient institutional market in which the
unregistered security can be readily resold or on an issuer's ability to honor a
demand for repayment. The fact that there are contractual or legal restrictions
on resale of such investments to the general public or to certain institutions
may not be indicative of their liquidity.

The SEC has adopted Rule 144A, which allows a broader institutional trading
market for securities otherwise subject to restriction on their resale to the
general public. Rule 144A establishes a "safe harbor" from the registration
requirements of the 1933 Act for resales of certain securities to qualified
institutional buyers ("Rule 144A Securities"). The Advisor anticipates that the
market for certain restricted securities such as institutional commercial paper
will expand further as a result of this regulation and the development of
automated systems for the trading, clearance and settlement of unregistered
securities of domestic and non-US issuers, such as the PORTAL System sponsored
by the NASD.

An investment in Rule 144A Securities will be considered illiquid and therefore
subject to the Fund's limit on the purchase of illiquid securities unless the
Advisor determines that the Rule 144A Securities are liquid. In reaching
liquidity decisions, the Advisor may consider, inter alia, the following
factors: (i) the unregistered nature of the security; (ii) the frequency of
trades and quotes for the security; (iii) the number of dealers wishing to
purchase or sell the security and the number of other potential purchasers; (iv)
dealer undertakings to make a market in the security and (v) the nature of the
security and the nature of the marketplace trades (e.g., the time needed to
dispose of the security, the method of soliciting offers and the mechanics of
the transfer).

Investing in Rule 144A Securities could have the effect of increasing the level
of illiquidity in the Fund to the extent that qualified institutional buyers are
unavailable or uninterested in purchasing such securities from the Fund. The
Board has adopted guidelines and delegated to the Advisor the daily function of
determining and monitoring the liquidity of Rule 144A Securities, although the
Board will retain ultimate responsibility for any liquidity determinations.

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

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

Portfolio Holdings

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

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

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

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

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

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

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

                             MANAGEMENT OF THE FUND

Investment Advisor

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

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

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

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

Certain investments may be appropriate for the Fund and also for other clients
advised by the Advisor. Investment decisions for the Fund and other clients are
made with a view to achieving their respective investment objectives and after
consideration of such factors as their current holdings, availability of cash
for investment and the size of their investments generally. Frequently, a
particular security may be bought or sold for only one client or in different
amounts and at different times for more than one but less than all clients.
Likewise, a particular security may be bought for one or more clients when one
or more other clients are selling the security. In addition, purchases or sales
of the same security may be made for two or more clients on the same day. In
such event, such transactions will be allocated among the clients in a manner
believed by the Advisor to be equitable to each. In some cases, this procedure
could have an adverse effect on the price or amount of the securities purchased
or sold by the Fund. Purchase and sale orders for the Fund may be combined with
those of other clients of the Advisor in the interest of achieving the most
favorable net results to the Fund.

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

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

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

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

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

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

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

As compensation for its services under the Investment Management Agreement, DIMA
will receive a fee from the Fund, calculated daily and paid monthly, at the
following annual rates based upon the Fund's aggregate average daily net assets:
[TBD].

Through _____, 2010, the Advisor has contractually agreed to waive all or a
portion of its management fee and reimburse or pay operating expenses of the
fund to the extent necessary to maintain the fund's total annual operating
expenses at [TBD]%, excluding certain expenses such as extraordinary expenses,
taxes, brokerage and interest expenses.

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

Subadvisor Approval Policy. The Subadvisor Approval Policy permits the Advisor,
subject to the approval of the Board, including a majority of the Independent
Board Members, to terminate an existing subadvisor or sub-subadvisor and hire
another subadvisor or sub-subadvisor, as applicable, and materially amend an
existing subadvisory agreement or sub-subadvisory agreement without obtaining
shareholder approval. The Fund could not implement the Subadvisor Approval
Policy without the SEC granting the Fund exemptive relief. A number of other
mutual fund complexes have obtained exemptive relief with respect to an
advisor's ability to appoint, replace or amend the subadvisory agreement with
unaffiliated subadvisors and subadvisors that are wholly owned subsidiaries of
the advisor. However, exemptive relief with regard to an advisor's ability to
appoint, replace or amend the subadvisory agreement with a subadvisor, who is
affiliated with, but not a wholly owned subsidiary of, the advisor, without
shareholder approval, would be more expansive relief than previously granted by
the SEC. In addition, exemptive relief with regard to an advisor's ability to
appoint, replace or amend a sub-subadvisory agreement with a sub-advisor,
without shareholder approval, would be more expansive relief than previously
obtained by other mutual fund complexes. Accordingly, there can be no assurance
that the Portfolio's exemptive application will be granted by the SEC or that it
will be sufficiently broad to allow the Portfolio to implement the Subadvisor
Approval Policy as described above. The SEC also proposed Rule 15a-5 under the
1940 Act in October 2003 to permit the appointment and termination of
subadvisors and amendments to subadvisory agreements without shareholder
approval. No action has been taken on proposed Rule 15a-5 under the 1940 Act
since its proposal and there is no assurances that the rule will be adopted as
proposed. The Portfolio and the Advisor will be subject to the conditions
imposed by the SEC (either by an exemptive order or as part of the final rule)
whenever the Advisor acts under the Subadvisor Approval Policy, including any
shareholder notice requirements.

Code of Ethics

The Board of Trustees of the Trust has adopted a Code of Ethics pursuant to Rule
17j-1 under the 1940 Act. The Trust's Code of Ethics permits access persons of
the Fund (Board members, officers and employees of the Advisor), to make
personal securities transactions for their own accounts. This includes
transactions in securities that may be purchased or held by the Fund, but
requires compliance with the Code's pre-clearance requirements, subject to
certain exceptions. In addition, the Trust's Code of Ethics provides for trading
"blackout periods" that prohibit trading of personnel within periods of trading
by the Fund in the same security. The Trust's Code of Ethics also prohibits
short term trading profits and personal investment in initial public offerings
and requires prior approval with respect to purchases of securities in private
placements.

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

Regulatory Matters and Legal Proceedings

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

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

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

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

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

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

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

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

Additional information announced by DeAM regarding the terms of the settlements
is available at https://www.dws-investments.com/EN/regulatory-settlements.jsp

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

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

                             FUND SERVICE PROVIDERS

Administrator

The Fund has entered into an administrative services agreement with the Advisor
(the "Administrative Services Agreement"), pursuant to which the Advisor
provides administrative services to the Fund including, among others, providing
the Fund with personnel, preparing and making required filings on behalf of the
Fund, maintaining books and records for the Fund, and monitoring the valuation
of Fund securities. For all services provided under the Administrative Services
Agreement, the Fund pays the Advisor a fee, computed daily and paid monthly, of
[TBD%] of the Fund's average daily net assets.

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

Pursuant to an agreement between the Advisor and [TBD], the Advisor has
delegated certain administrative functions to ____. The costs and expenses of
such delegation are borne by the Advisor, not by the Fund.

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

Distributor

Pursuant to an underwriting and distribution services agreement (the
"Distribution Agreement"), DWS Investments Distributors, Inc. ("DIDI" or the
"Distributor"), 222 South Riverside Plaza, Chicago, Illinois 60606, an affiliate
of the Advisor, serves as distributor and principal underwriter for the Trust to
provide information and services for existing and potential shareholders. The
Distribution Agreement provides that DIDI shall appoint various firms to provide
cash management services for their customers or clients through the Trust.

As principal underwriter for the Trust, DIDI acts as agent of the Trust in the
continuous sale of its shares of the Fund. DIDI pays all its expenses under the
Distribution Agreement. The Trust pays the cost for the prospectus and
shareholder reports to be set in type and printed for existing shareholders, and
DIDI pays for the printing and distribution of copies thereof used in connection
with the offering of shares to prospective investors. DIDI also pays for
supplementary sales literature and advertising costs. DIDI receives no
compensation from the Trust as principal underwriter for the shares and pays all
expenses of distribution of the shares not otherwise paid by dealers and other
financial services firms. DIDI may, from time to time, pay or allow discounts,
commissions or promotional incentives, in the form of cash, to firms that sell
shares of the Fund.

The Distribution Agreement continues in effect for the Fund from year to year so
long as such continuance is approved at least annually by a vote of the Board of
Trustees of the Trust, including the Trustees who are not interested persons of
the Trust and who have no direct or indirect financial interest in the
agreement. The Distribution Agreement automatically terminates in the event of
its assignment and may be terminated at any time without penalty by the Trust or
by DIDI upon 60 days' written notice. Termination of the Distribution Agreement
by the Trust for the Fund may be by vote of a majority of the Board of Trustees,
or a majority of the Trustees who are not interested persons of the Trust and
who have no direct or indirect financial interest in the agreement, or a
"majority of the outstanding voting securities" of the Fund as defined under the
1940 Act.

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

DIDI may from time to time, from its own resources, pay certain firms for
ongoing distribution and administrative services and assistance provided to
their customers and clients who are shareholders of the Institutional Shares of
the Fund.

Custodian

[TBD], (the "Custodian"), as custodian, has custody of all securities and cash
of the Trust. The Custodian attends to the collection of principal and income,
and payment for and collection of proceeds of securities bought and sold by the
Fund.

The Fund has entered into arrangements whereby credits realized as a result of
uninvested cash balances were used to reduce a portion of the Fund's expenses.

Transfer Agent and Shareholder Service Agent

DWS Investments Service Company ("DISC" or the "Transfer Agent"), 210 West 10th
Street, Kansas City, Missouri 64105-1614, an affiliate of the Advisor, is the
transfer agent, dividend-paying agent and shareholder service agent for the
Fund. [TBD].

Pursuant to a sub-transfer agency agreement between DISC and [TBD], DISC has
delegated certain transfer agent, dividend paying agent and shareholder
servicing agent functions to [TBD]. The costs and expenses of such delegation
are borne by DISC, not by the Portfolio.

Legal Counsel

Vedder Price P.C., 222 North LaSalle Street, Chicago, Illinois 60601, serves as
legal counsel to the Fund.

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

Independent Registered Public Accounting Firm

[TBD] audits the financial statements of the Fund and provides other audit, tax
and related services. Shareholders will receive annual audited financial
statements and semi-annual unaudited financial statements.

                             PORTFOLIO TRANSACTIONS

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

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

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

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

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

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

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

Research and brokerage services may include products obtained from third parties
if the Advisor determines that such product or service constitutes brokerage and
research as defined in Section 28(e) and interpretations thereunder.

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

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

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

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

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

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

                        PURCHASE AND REDEMPTION OF SHARES

General Information

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

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

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

Use of Financial Services Firms. Investment dealers and other firms ("Firms")
provide varying arrangements for their clients to purchase and redeem the Fund's
shares, including higher minimum investments, and may assess transaction or
other fees. Firms may arrange with their clients for other investment or
administrative services. Firms may independently establish and charge additional
amounts to their clients for such services. Firms also may hold the Fund's
shares in nominee or street name as agent for and on behalf of their customers.
In such instances, the Fund's transfer agent, DISC (the "Transfer Agent") will
have no information with respect to or control over the accounts of specific
shareholders. Such shareholders may obtain access to their accounts and
information about their accounts only from their Firm. The Fund has authorized
the Shareholder Service Agent to pay to these Firms, out of the Fund's assets
its shares, up to 0.10% of 1% for services and other expenses relating to these
nominee accounts including all of the individual sub-accounting necessary for
the processing of purchases and redemptions as part of the brokerage sweep,
processing of daily dividends and monthly payment/reinvestment of accrued
dividends, providing periodic statements, tax reporting, changing account
information for customers, administering daily wire transfers and
reconciliations with the Fund and other similar functions. In addition, certain
privileges with respect to the purchase and redemption of shares or the
reinvestment of dividends may not be available through such Firms. Some Firms
may participate in a program allowing them access to their clients' accounts for
servicing including, without limitation, transfers of registration and dividend
payee changes; and may perform functions such as generation of confirmation
statements and disbursement of cash dividends.

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

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

o        The fund's consistency with DWS Investments' branding and long-term
         strategy.

o        The fund's competitive performance;

o        The fund's Morningstar rating;

o        The length of time the fund's portfolio managers have managed the
         fund/strategy

o        Market size for the fund category;

o        The fund's size, including sales and redemptions of the fund's shares

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

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

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

Purchase of Shares

Information on how to buy Fund shares is set forth in the section entitled
"Buying and Selling Fund Shares" in the Fund's prospectus. The following
supplements that information. Shares of the Fund are sold at their net asset
value next determined after an order and payment are received in the form
described in the prospectus. The minimum initial investment is $1,000,000 but
the Fund may waive such minimum amount at any time. The Fund my waive the
minimum initial investment for:

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

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

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

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

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

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

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

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

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

An investor wishing to open an account should use the account application
available from the Fund or financial services firms.

To help the government fight the funding of terrorism and money laundering
activities, federal law requires all financial institutions to obtain, verify
and record information that identifies each person who opens an account. For
more information, please see "Policies You Should Know About" in the Fund's
prospectus.

No checks or third party checks or cash equivalents (cashier checks, money
orders, etc.) will be accepted for initial investment to establish an account.

Revenue Sharing

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

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

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

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

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

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

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

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

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

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

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

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

Redemption of Shares

Information on how to sell Fund shares is set forth in the section entitled
"Buying and Selling Fund shares" in the Fund's prospectus. The following
information supplements that information. The Fund only sends redemption
proceeds by wire and will not send redemption proceeds by check or other means.

The Transfer Agent may allow redemptions by telephone and may disclaim liability
for following instructions communicated by telephone that the Transfer Agent
reasonably believes to be genuine. The Transfer Agent must provide the investor
with an opportunity to choose whether or not to utilize the telephone redemption
privilege. The Transfer Agent must employ reasonable procedures to confirm that
instructions communicated by telephone are genuine. If the Transfer Agent does
not do so, it may be liable for any losses due to unauthorized or fraudulent
instructions. Such procedures may include, among others, requiring some form of
personal identification prior to acting upon instructions received by telephone,
providing written confirmation of such transactions and/or tape recording of
telephone instructions.

Redemption orders are processed without charge by the Fund.

As presented in the prospectus, the Fund may accept purchase or sale orders when
the NYSE is closed in certain limited circumstances, such as in response to an
unexpected situation that causes the NYSE to be closed, if the "Fed wire" is
open, the primary trading markets for the Fund's portfolio instruments are open
and the Fund's management believes there is adequate liquidity.

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

Certain requests must include a signature guarantee to protect you and the
Transfer Agent from fraud. Redemption requests in writing must include a
signature guarantee if any of the following situations apply:

o        Your account registration has changed within the last 15 days,

o        The redemption proceeds are being transferred to another account with a
         different registration, or

o        You wish to have redemption proceeds wired to a non-predesignated bank
         account.

A signature guarantee is also required if you change the pre-designated bank
information for receiving redemption proceeds on your account.

You should be able to obtain a signature guarantee from a bank, broker, dealer,
credit union (if authorized under state law), securities exchange or
association, clearing agency, or savings association. A notary public cannot
provide a signature guarantee.

For trust accounts, the trustee must sign the letter indicating capacity as
trustee. If the trustee's name is not on the account registration, provide a
copy of the trust document certified within the last 60 days.

For a business or organization account, at least one person authorized by
corporate resolution to act on the account must sign the letter. If the
Corporate Resolution is more than 60 days old, a Certificate of Incumbency is
needed from the corporate secretary or assistant secretary. It must be less than
60 days old and should state that the officer or officers named in the corporate
resolution still have the authority to act.

The Fund reserves the right to redeem all of its shares, if the Board of
Trustees votes to liquidate the Fund.

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

                                    DIVIDENDS

Dividends are declared daily and paid monthly. Shareholders will receive
dividends in additional shares unless they elect to receive dividends in
additional shares. For cash dividends, checks will be mailed or proceeds wired
within five business days after the reinvestment date described below. For
dividends paid in additional shares, dividends will be reinvested monthly in
shares of the same Fund normally on the first day of each month, if a business
day, otherwise on the next business day. Dividends are treated the same for
federal income tax purposes whether received in cash or reinvested in additional
shares. The Fund will pay shareholders who redeem their entire accounts all
unpaid dividends at the time of redemption not later than the next dividend
payment date.

The Fund calculates its dividends based on its daily net investment income. For
this purpose, net investment income generally consists of (a) accrued interest
income, (b) plus or minus all net realized short-term gains and losses on
investments and (c) minus accrued expenses. Expenses of the Fund are accrued
each day.

Dividends are paid in cash monthly and shareholders will receive monthly
confirmation of dividends and of purchase and redemption transactions.
Shareholders may select one of the following ways to receive dividends:

1.       Receive Dividends in Cash. Checks will be mailed monthly, within five
         business days of the reinvestment date (described below), to the
         shareholder or any person designated by the shareholder. At the option
         of the shareholder, cash dividends may be sent by Federal Funds wire.
         Shareholders may request to have dividends sent by wire on the Account
         Application or by contacting the Shareholder Service Agent. Dividends
         will be reinvested unless the shareholder elects to have them received
         in cash.

2.       Reinvest Dividends at net asset value into additional shares of the
         Fund. Dividends are reinvested on the 1st day of each month if a
         business day, otherwise on the next business day.

The Fund reinvests dividend checks (and future dividends) in shares of the Fund
if checks are returned as undeliverable. Dividends and other distributions in
the aggregate amount of $10 or less are automatically reinvested in shares of
the Fund unless the shareholder requests that such policy not be applied to the
shareholder's account.

                                      TAXES

The following is a general summary of certain US federal income tax consequences
of investing in the Fund. It is not intended as a complete discussion of all
such consequences, it does not address foreign, state or local taxes or the
effects of possible changes in tax laws, nor does it deal with all categories of
investors. Investors are therefore advised to consult with their tax advisors
before making an investment in the Fund.

The summary is based on the Internal Revenue Code of 1986, as amended (the
"Code"), US Treasury Regulations, and other applicable authority, as of the date
of this SAI. These authorities are subject to change by legislative or
administrative action, possibly with retroactive effect.

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

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

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

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

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

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

If for any taxable year the Fund were to fail to qualify for the special federal
income tax treatment accorded regulated investment companies, all of its taxable
income would be subject to federal income tax at regular corporate rates
(without any deduction for distributions to its shareholders), and all
distributions from earnings and profits, including any distributions of net
tax-exempt income and net long-term capital gains, if any, would be taxable to
shareholders as ordinary income. Such distributions, however, may be eligible
(i) to be treated as qualified dividend income in the case of shareholders taxed
as individuals and (ii) for the dividends received deduction in the case of
corporate shareholders. In addition, the Fund could be required to recognize
unrealized gains, pay substantial taxes and interest and make substantial
distributions before requalifying as a regulated investment company that is
accorded special federal income tax treatment.

The Fund intends to distribute to its shareholders, at least annually,
substantially all of its net earnings, including investment company taxable
income (which generally includes taxable ordinary income and any excess of net
realized short-term capital gains over net realized long-term capital losses)
computed without regard to the dividends-paid deduction, and net capital gain
(that is, the excess of net realized long-term capital gains over net realized
short-term capital losses). Any investment company taxable income or net capital
gain retained by the Fund will be subject to federal income tax at the Fund
level at regular corporate rates.

The Fund is subject to a 4% nondeductible federal excise tax on amounts that
have been retained rather than distributed, as required, under a prescribed
formula. The formula requires payment to shareholders during a calendar year of
distributions representing at least 98% of the Fund's taxable ordinary income
for the calendar year and at least 98% of the excess of its capital gains over
capital losses realized during the one-year period ending October 31 (in most
cases) of such year, as well as amounts that were neither distributed nor taxed
to the Fund during the prior calendar year. For this purpose, however, any
ordinary income or capital gain net income retained by the Fund that is subject
to corporate income tax will be considered to have been distributed by year-end.
Although the Fund's distribution policies should enable it to avoid federal
excise tax liability, the Fund may retain (and be subject to income or excise
tax on) a portion of its capital gain or other income if it appears to be in the
interest of the Fund. However, in any event, the Fund intends to comply with the
minimum distribution requirements applicable to regulated investment companies
under Subchapter M of the Code as described above.

Taxation of Fund Distributions. For federal income tax purposes, distributions
of net investment income are generally taxable as ordinary income. Taxes on
distributions of capital gains are determined by how long the Fund owned (or is
deemed to have owned) the investments that generated them, rather than how long
a shareholder has owned his or her shares. Distributions derived from net
short-term capital gain (the excess of net short-term capital gain over net
long-term capital loss) will be taxable as ordinary income. Distributions of net
capital gains (the excess of net long-term capital gain over net short-term
capital loss) that are properly designated by the Fund as capital gain dividends
("Capital Gain Dividends") will be taxable as long-term capital gains. Capital
gains distributions may be reduced if the Fund has capital loss carryforwards
available. The Fund expects that it generally will not earn or distribute any
long-term capital gains. In addition, the Fund expects that none of its
distributions will be treated as "qualified dividend income" eligible for
taxation at the rates generally applicable to long-term capital gains for
individuals.

Distributions declared by the Fund during October, November or December to
shareholders of record during such month and paid by January 31 of the following
year are treated for federal income tax purposes as if received by shareholders
on December 31 of the year in which the distribution was declared.

Distributions are taxable whether shareholders receive them in cash or reinvest
them in additional shares of the Fund or another DWS fund through the
reinvestment privilege. All distributions by the Fund result in a reduction in
the net asset value of the Fund's shares. If the Fund makes a distribution to a
shareholder in excess of its current and accumulated earnings and profits in any
taxable year, the excess distribution will be treated for federal income tax
purposes as a return of capital to the extent of such shareholder's tax basis in
its shares, and thereafter as capital gain. A return of capital is not taxable,
but it reduces a shareholder's tax basis in its shares, thus reducing any loss
or increasing any gain on a subsequent taxable disposition by the shareholder of
his or her shares.

Sale or Redemption of Shares. Because the share price of the Fund will
fluctuate, a sale or redemption of Fund shares may give rise to a gain or loss.
In general, any gain or loss realized upon a taxable disposition of shares will
be treated as long-term capital gain or loss if the shares have been held for
more than one year. Otherwise, the gain or loss on the taxable disposition of
Fund shares will be treated for federal income tax purposes as short-term
capital gain or loss. However, all or a portion of any loss realized upon a
taxable disposition of shares of the Fund will be disallowed if other shares of
the Fund or other substantially identical stock or securities are purchased
within 30 days before or after the disposition. In such a case, the basis of the
newly purchased stock or securities will be adjusted to reflect the disallowed
loss.

For taxable years beginning before January 1, 2011, long-term capital gains are
taxable to individuals and other noncorporate investors at a maximum federal
income tax rate of 15%, with lower rates applying to taxpayers in the 10% and
15% rate brackets. For taxable years beginning on or after January 1, 2011, the
maximum long-term capital gain rate for individuals and other noncorporate
investors is scheduled to return to 20%. Corporations are taxed at the same
rates on ordinary income and capital gains. A shareholder's ability to utilize
capital loss may be limited by the Code. An exchange is treated the same as a
sale for federal income tax purposes.

Debt Obligations. Some debt obligations with a fixed maturity date of more than
one year from the date of issuance (and zero-coupon debt obligations with a
fixed maturity date of more than one year from the date of issuance) that are
acquired by the Fund will be treated as debt obligations that are issued
originally at a discount. Generally, the amount of the original issue discount
("OID") is treated as interest income to the Fund and is included in taxable
income over the term of the debt security, even though payment of that amount is
not received until a later time, usually when the debt security matures. This
OID imputed income will comprise a part of the investment company taxable income
of the Fund, which must be distributed to shareholders in order to maintain the
qualification of the Fund as a regulated investment company and to avoid federal
income and/or excise tax at the Fund level. In addition, payment-in-kind
securities will give rise to income which is required to be distributed and is
taxable even though the Fund receives no interest payment in cash on the
security during the year from such debt obligations.

Some debt obligations with a fixed maturity date of more than one year from the
date of issuance that are acquired by the Fund in the secondary market may be
treated as having market discount. Generally, any gain recognized on the
disposition of, and any partial payment of principal on, a debt security having
market discount is treated as ordinary income to the extent the gain, or
principal payment, does not exceed the accrued (but as of yet unrecognized)
market discount on such debt security. Market discount generally accrues in
equal daily installments. The Fund may make one or more of the elections
applicable to debt obligations having market discount, which could affect the
character and timing of recognition of income from such debt obligations.

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

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

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

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

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

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

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

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

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

A beneficial holder of shares who is a foreign person is not, in general,
subject to US federal income tax on gains (and is not allowed a deduction for
losses) realized on the sale of shares of the Fund or on Capital Gain Dividends
unless (i) such gain or dividend is effectively connected with the conduct of a
trade or business carried on by such holder within the United States or (ii) in
the case of an individual holder, the holder is present in the United States for
a period or periods aggregating 183 days or more during the year of the sale or
the receipt of the Capital Gain Dividend and certain other conditions are met.

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

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

A beneficial holder of shares who is a foreign person may be subject to state
and local tax and to the US federal estate tax in addition to the federal tax on
income referred to above.

Other Tax Considerations.

The Fund's shareholders may be subject to state and local taxes on their Fund
distributions and on redemptions of the Fund's shares. Shareholders are advised
to consult their own tax advisors with respect to the particular tax
consequences to them of an investment in the Fund.

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

The Fund is designed to provide investors with liquidity and current income. The
Fund is not intended to constitute a balanced investment program and is not
designed for investors seeking capital gains, maximum income or maximum
tax-exempt income irrespective of fluctuations in principal.

INVESTORS ARE ADVISED TO CONSULT THEIR OWN TAX ADVISORS WITH RESPECT TO THE
APPLICATION OF THE ABOVE-DESCRIBED GENERAL FEDERAL INCOME TAX RULES TO THEIR OWN
CIRCUMSTANCES AND WITH RESPECT TO OTHER FEDERAL, STATE, LOCAL OR FOREIGN TAX
CONSEQUENCES TO THEM BEFORE MAKING AN INVESTMENT IN THE PORTFOLIO.

                                 NET ASSET VALUE

The net asset value of shares of the Fund is generally calculated on each day
the New York Stock Exchange is open for trading, as described in the Fund's
prospectus. The Fund generally values its portfolio instruments using
information furnished by an independent pricing service or market quotations. In
accordance with Board approved procedures, in the event pricing service
information or market quotations are not readily available for certain portfolio
assets, or when the value of certain portfolio assets is believed to have been
materially affected by a significant event, the fair value of such portfolio
assets will be determined by the Fund's Pricing Committee (or, in some cases,
the Board's Valuation Committee). In accordance with its procedures, the Fund
will typically value newly acquired securities at cost on date of acquisition,
and thereafter using information furnished by an independent pricing service.

                           BOARD MEMBERS AND OFFICERS

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

Independent Board Members

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

Interested Board Member

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

Officers(5)

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

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

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

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

(4)      Executive title, not a board directorship.

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

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

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

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

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

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

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

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

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

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

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

Nominating and Governance Committee: The Nominating and Governance Committee,
which consists entirely of Independent Board Members, recommends individuals for
membership on the Board, nominates officers, Board and committee chairs, vice
chairs and committee members, and oversees the operations of the Board. The
Nominating and Governance Committee also reviews recommendations by shareholders
for candidates for Board positions. Shareholders may recommend candidates for
Board positions by forwarding their correspondence by US mail or courier service
to Dawn-Marie Driscoll, P.O. Box 100176, Cape Coral, FL 33904. The members of
the Nominating and Governance Committee are Henry P. Becton, Jr. (Chair),
Rebecca W. Rimel (Vice Chair), Paul K. Freeman and William McClayton. During the
calendar year 2008, the Nominating and Governance Committee of the Fund's Board
held five (5) meetings.

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

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

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

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

The Operations Committee: The Operations Committee reviews the administrative
operations, legal affairs and general compliance matters of the Fund. The
Operations Committee reviews administrative matters related to the operations of
the Fund, policies and procedures relating to portfolio transactions, custody
arrangements, fidelity bond and insurance arrangements, valuation of Fund assets
and securities and such other tasks as the full Board deems necessary or
appropriate. The Operations Committee also oversees the valuation of the Fund's
securities and other assets and determines, as needed, the fair value of Fund
securities or other assets under certain circumstances as described in the
Fund's Valuation Procedures. The Operations Committee has appointed a Valuation
Sub-Committee, which may make determinations of fair value required when the
Operations Committee is not in session. The members of the Operations Committee
are Dawn-Marie Driscoll (Chair), John W. Ballantine (Vice Chair), Kenneth C.
Froewiss, Rebecca W. Rimel and William N. Searcy, Jr. The members of the
Valuation Sub-Committee are Kenneth C. Froewiss (Chair), John W. Ballantine,
Dawn-Marie Driscoll (Alternate), Rebecca W. Rimel (Alternate) and William N.
Searcy, Jr. (Alternate). During the calendar year 2008, the Operations Committee
held five (5) meetings and the Valuation Sub-Committee held no meetings.

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

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

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

<TABLE>
<CAPTION>
                                                                         Total Compensation
                                         Aggregate Compensation            from Fund and
  Name of Board Member                      from the Fund                DWS Fund Complex(1)
  --------------------                      -------------                -------------------

<S>                                               <C>                           <C>
  John W. Ballantine                              $0                            $237,500
  Henry P. Becton, Jr.(2)                         $0                            $246,000
  Dawn-Marie Driscoll(2)(3)                       $0                            $292,500
  Keith R. Fox(2)                                 $0                            $229,500
  Paul K. Freeman                                 $0                            $255,000
  Kenneth C. Froewiss                             $0                            $226,750
  Richard J. Herring(2)                           $0                            $240,000
  William McClayton(4)                            $0                            $257,500
  Rebecca W. Rimel(2)                             $0                            $233,500
  William N. Searcy, Jr.                          $0                            $238,000
  Jean Gleason Stromberg                          $0                            $225,500
  Robert H. Wadsworth                             $0                            $273,500
</TABLE>

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

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

(3)      Includes $70,000 in annual retainer fees received by Ms. Driscoll as
         Chairperson of DWS funds.

(4)      Includes $15,000 paid to Mr. McClayton for numerous special meetings of
         an ad hoc committee of the former Chicago Board in connection with
         board consolidation initiatives.

Board Member Ownership in the Fund

The following table shows the dollar range of equity securities beneficially
owned by each Board Member in the Fund and DWS fund complex as of December 31,
2008.

<TABLE>
<CAPTION>
                                                                                  Aggregate Dollar Range of
                                            Dollar Range of Beneficial       Ownership in all Funds Overseen by
                                                     Ownership                          Board Member
Board Member                                        in the Fund                  in the DWS Fund Complex(1)
------------                                        -----------                  --------------------------

Independent Board Member:

<S>                                                    <c>                                 <C>
John W. Ballantine                                     None                                Over $100,000
Henry P. Becton, Jr.                                   None                                Over $100,000
Dawn-Marie Driscoll                                    None                                Over $100,000
Keith R. Fox                                           None                                Over $100,000
Paul K. Freeman                                        None                                Over $100,000
Kenneth C. Froewiss                                    None                                Over $100,000
Richard J. Herring                                     None                                Over $100,000
William McClayton                                      None                                Over $100,000
Rebecca W. Rimel                                       None                                Over $100,000
William N. Searcy, Jr.                                 None                                Over $100,000
Jean Gleason Stromberg                                 None                                Over $100,000
Robert H. Wadsworth                                    None                                Over $100,000

Interested Board Member:

Axel Schwarzer                                         None                                Over $100,000
</TABLE>

(1)      Securities beneficially owned as defined under the 1934 Act include
         direct and/or indirect ownership of securities where the Board Member's
         economic interest is tied to the securities, employment ownership and
         securities when the Board Member can exert voting power, and when the
         Board Member has authority to sell the securities. The dollar ranges
         are: None, $1-$10,000, $10,001-$50,000, $50,001-$100,000 and over
         $100,000.

Ownership in Securities of the Advisor and Related Companies

As reported to the Fund, the information in the following table reflects
ownership by the Independent Board Members and their immediate family members of
certain securities as of December 31, 2008. Immediate family members can be a
spouse, children residing in the same household including step and adoptive
children, and any dependents. The securities represent ownership in the Advisor
or principal underwriter of the Fund and any persons (other than a registered
investment company) directly or indirectly controlling, controlled by, or under
common control with the Advisor or principal underwriter of the Fund (including
Deutsche Bank AG).


<TABLE>
<CAPTION>
                                                                                   Value of        Percent of
                                   Owner and                                     Securities on     Class on an
Independent                     Relationship to                     Title of     an Aggregate       Aggregate
Board Member                      Board Member         Company        Class          Basis            Basis
------------                      ------------         -------        -----          -----            -----

<S>                                  <C>                <C>            <C>            <C>              <C>
John W. Ballantine                                      None
Henry P. Becton, Jr.                                    None
Dawn-Marie Driscoll                                     None
Keith R. Fox                                            None
Paul K. Freeman                                         None
Kenneth C. Froewiss                                     None
Richard J. Herring                                      None
William McClayton                                       None
Rebecca W. Rimel                                        None
William N. Searcy, Jr.                                  None
Jean Gleason Stromberg                                  None
Robert H. Wadsworth                                     None
</TABLE>

Securities Beneficially Owned

As of [Date within 30 days of filing], the Board Members and officers of the
Trust owned, as a group, less than 1% of the outstanding shares of the Fund.

To the best of the Fund's knowledge, as of [Date within 30 days of filing], no
person owned of record or beneficially 5% or more of any class of the Fund's
outstanding shares, except as noted below.
[TBD]

Agreement to Indemnify Independent Trustees for Certain Expenses

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

                               TRUST ORGANIZATION

Investors Cash Trust is an open-end, diversified management investment company,
organized as a business trust under the laws of Massachusetts on March 2, 1990.
The Trust may issue an unlimited number of shares of beneficial interest in one
or more series or "portfolios," all having no par value, which may be divided by
the Board of Trustees into classes of shares, subject to compliance with the SEC
regulations permitting the creation of separate classes of shares. The Trust is
currently composed of two series: Treasury Portfolio and DWS Variable NAV Money
Fund. Treasury Portfolio is divided into four classes of shares: Investment
Class, Premier Money Market Shares, Institutional Shares and DWS U.S. Treasury
Money Fund Class S Shares.

The Trust is a Massachusetts business trust organized under the laws of
Massachusetts and is governed by an Amended and Restated Declaration of Trust
that was approved by shareholders in the second quarter of 2008, as may be
further amended from time to time (the "Declaration of Trust"). All Fund shares
issued and outstanding are fully paid and non-assessable, transferable, have no
pre-emptive or conversion rights (except as may be determined by the Board of
Trustees) and are redeemable as described in the SAI and the Fund's prospectus.
Each Fund share has equal rights with each other share of the same class of the
Fund as to voting, dividends, exchanges, conversion features and liquidation.
Shareholders are entitled to one vote for each full share held and fractional
votes for fractional shares held.

The Trust generally is not required to hold meetings of its shareholders. Under
the Declaration of Trust, however, shareholder meetings will be held in
connection with the following matters to the extent and as provided in the
Declaration of Trust and as required by applicable law: (a) the election or
removal of trustees if a meeting is called for such purpose; (b) the termination
of the Trust or a series thereof; (c) an amendment of the Declaration of Trust
that (i) would affect a shareholder right to vote, (ii) may be required by law
to be approved by shareholders, and (iii) is submitted to shareholders by the
Board of Trustees; (d) such additional matters relating to the Trust as may be
required by law; and (e) such additional matters as the Board of Trustees may
determine to be necessary or desirable. Shareholders also vote upon changes in
fundamental policies or restrictions.

Except as noted above, the Declaration of Trust provides that the Board of
Trustees may amend or otherwise supplement the Declaration of Trust by making an
amendment, a supplemental thereto or an amended and restated Declaration of
Trust by an instrument in writing executed by a majority of the Board of
Trustees, provided that any provision of the Declaration of Trust that requires
the approval of more than a majority of the Board of Trustees for any matter may
be amended only with the approval of such greater number of the Board of
Trustees. The Board of Trustees may, without any shareholder vote, amend the
Declaration of Trust (x) to supply any omission, to cure, correct or supplement
any ambiguous, defective or inconsistent provision hereof, or (y) if they deem
it necessary or advisable, to conform the Declaration of Trust to the
requirements of applicable law, including the 1940 Act or the Internal Revenue
Code of 1986, as amended, but the Board of Trustees shall not be liable for
failing to do so, or (z) with respect to an amendment affecting a series or
class, for any reason at any time, if there are no shares of the series or class
outstanding at that time. In the event that the Board of Trustees, without
shareholder approval, make any material amendment to the Declaration of Trust
that affects the rights of shareholders, as determined by the Board of Trustees,
notice of the substance of such amendment shall be provided to shareholders
affected by such amendment at such time and in such manner as the Board of
Trustees determine to be appropriate, provided, however, that the failure to
provide such notice in any particular instance shall not affect the validity of
such amendment.

The Declaration of Trust provides that the Board of Trustees, subject to
applicable law, may authorize the Trust or any series or class thereof to merge,
reorganize or consolidate with any corporation, association, trust or series
thereof (including another series or class of the Trust) or other entity (in
each case, the "Surviving Entity") or the Board of Trustees may sell, lease or
exchange all or substantially all of the property owned or held for the account
of the Trust (or all or substantially all of the property allocated or belonging
to a particular series or class) including its good will to any Surviving
Entity, upon such terms and conditions and for such consideration as authorized
by the Board of Trustees. Such transactions may be effected through
share-for-share exchanges, transfers or sales of assets, in-kind redemptions and
purchases, exchange offers, or any other method approved by the Board of
Trustees. The Board of Trustees shall provide notice to affected shareholders of
each transaction. The authority granted to the Board of Trustees under this
provision of the Declaration of Trust remains subject to the requirements of the
law. For example, rules under the 1940 Act require reorganizations involving
affiliated funds to be approved by the shareholders of the fund being acquired
unless certain conditions are satisfied. As a result, some transactions will
require shareholder approval even though the Declaration of Trust may not
otherwise require it. Such transactions could, in certain circumstances,
adversely affect the series' or class' expense ratio or other aspects of a
shareholder's investment.

The Declaration of Trust also provides that shareholder meeting quorum
requirements shall be established in the Trust's By-laws. The By-laws currently
in effect provide that the presence in person or by proxy of the holders of
thirty percent of the shares entitled to vote at a meeting (or of an individual
series or class if required to vote separately) shall constitute a quorum for
the transaction of business at meetings of shareholders of the Trust.

On any matter submitted to a vote of shareholders, all shares of the Trust
entitled to vote shall, except as otherwise provided in the Trust's By-Laws, be
voted in the aggregate as a single class without regard to series or classes of
shares, except (a) when required by applicable law or when the Trustees shall
have determined that the matter affects one or more series or classes of shares
materially differently, shares shall be voted by individual series or class; and
(b) when the Trustees have determined that the matter affects only the interests
of one or more series or classes, only shareholders of such series or classes
shall be entitled to vote thereon.

The Declaration of Trust provides that the Board of Trustees may, in its
discretion, establish minimum investment amounts for shareholder accounts,
impose fees on accounts that do not exceed a minimum investment amount and
involuntarily redeem shares in any such account in payment of such fees. The
Board of Trustees, in its sole discretion, also may cause the Trust to redeem
all of the shares of the Trust or one or more series or classes held by any
shareholder for any reason, to the extent permissible by the 1940 Act, including
(a) if the shareholder owns shares having an aggregate net asset value of less
than a specified minimum amount, (b) if a particular shareholder's ownership of
shares would disqualify a series from being a regulated investment company, (c)
upon a shareholder's failure to provide sufficient identification to permit the
Trust to verify the shareholder's identity, (d) upon a shareholder's failure to
pay for shares or meet or maintain the qualifications for ownership of a
particular class or series of shares, (e) if the Board of Trustees determines
(or pursuant to policies established by the Board it is determined) that share
ownership by a particular shareholder is not in the best interests of remaining
shareholders, (f) when a Fund is requested or compelled to do so by governmental
authority or applicable law and (g) upon a shareholder's failure to comply with
a request for information with respect to the direct or indirect ownership of
shares of the Trust. The Declaration of Trust also authorizes the Board of
Trustees to terminate a Fund/Portfolio or any class without shareholder
approval, and the Trust may suspend the right of shareholders to require the
Trust to redeem shares to the extent permissible under the 1940 Act.

Upon the termination of the Trust or any series, after paying or adequately
providing for the payment of all liabilities which may include the establishment
of a liquidating trust or similar vehicle, and upon receipt of such releases,
indemnities and refunding agreements as they deem necessary for their
protection, the Trustees may distribute the remaining Trust property or property
of the series, in cash or in kind or partly each, to the shareholders of the
Trust or the series involved, ratably according to the number of shares of the
Trust or such series held by the several shareholders of the Trust or such
series on the date of termination, except to the extent otherwise required or
permitted by the preferences and special or relative rights and privileges of
any classes of shares of a series involved, provided that any distribution to
the shareholders of a particular class of shares shall be made to such
shareholders pro rata in proportion to the number of shares of such class held
by each of them. The composition of any such distribution (e.g., cash,
securities or other assets) shall be determined by the Trust in its sole
discretion, and may be different among shareholders (including differences among
shareholders in the same series or class).

The Declaration of Trust provides that no shareholder shall have the right to
bring or maintain any court action, proceeding or claim on behalf of the Trust
without first making demand on the Board of Trustees requesting the Board of
Trustees to bring or maintain such action, proceeding or claim. Such demand
shall be made to the Secretary of the Trust at the Trust's principal office and
shall set forth in reasonable detail the nature of the proposed court action,
proceeding or claim and the essential facts relied upon by the shareholder to
support the allegations made in the demand. The Board of Trustees, in their sole
discretion, may submit the matter to a vote of the shareholders of the Trust, as
appropriate. The Declaration of Trust also provides that any action commenced by
a shareholder, directly or derivatively, against the Trust or a series or class
thereof, the Board of Trustees or officers, shall be brought only in the U.S.
District Court for the Southern District of New York; or if such action may not
be brought in that court, then such action shall be brought in "the Business
Litigation Session of the Massachusetts Superior Court in Suffolk County"
(together with the U.S. District Court for the Southern District of New York,
the "Chosen Courts"). The Declaration of Trust further provides that the Trust,
its Trustees and officers, and shareholders (a) waive any objection to venue in
either Chosen Court and (b) waive any objection that either Chosen Court is an
inconvenient forum.

Under Massachusetts law, shareholders of a Massachusetts business trust could,
under certain circumstances, be held personally liable for obligations of the
Fund. The Declaration of Trust, however, disclaims shareholder liability for
acts or obligations of the Fund and requires that notice of such disclaimer be
given in each agreement, obligation, or instrument entered into or executed by
the Fund or the Fund's trustees. Moreover, the Declaration of Trust provides for
indemnification out of Fund property for all losses and expenses of any
shareholder held personally liable for the obligations of the Fund and the Fund
may be covered by insurance which the Trustees consider adequate to cover
foreseeable tort claims. Thus, the risk of a shareholder incurring financial
loss on account of shareholder liability is considered by the Advisor remote and
not material, since it is limited to circumstances in which a disclaimer is
inoperative and the Fund itself is unable to meet its obligations.

                             PROXY VOTING GUIDELINES

The Fund has delegated proxy voting responsibilities to the Advisor, subject to
the Board's general oversight. The Advisor votes proxies pursuant to the proxy
voting policy and guidelines set forth in Appendix A to this SAI.

You may obtain information about how a fund voted proxies related to its
portfolio securities during the 12-month period ended June 30 by visiting the
Securities and Exchange Commission's Web site at www.sec.gov or by visiting our
Web site at: www.dws-investments.com (click on "proxy voting" at the bottom of
the page).

                              FINANCIAL STATEMENTS

Because the Fund has not commenced operations as of the date of this Statement
of Additional Information, no financial statements are available.

                             ADDITIONAL INFORMATION

The CUSIP number of  DWS Variable NAV Money Fund is ________.

The Fund has a fiscal year end of February 28.

The Fund's prospectus and this SAI omit certain information contained in the
Registration Statement which the Fund have filed with the SEC under the
Securities Act of 1933 and reference is hereby made to the Registration
Statement for further information with respect to the Fund and the securities
offered hereby. This Registration Statement and its amendments are available for
inspection by the public at the SEC in Washington, D.C.




                      APPENDIX A -- PROXY VOTING GUIDELINES

       Deutsche Asset Management ("AM") Proxy Voting Policy and Guidelines


I.       INTRODUCTION

AM has adopted and implemented the following policies and procedures, which it
believes are reasonably designed to ensure that proxies are voted in the best
economic interest of clients, in accordance with its fiduciary duties and local
regulation. These Proxy Voting Policies, Procedures and Guidelines shall apply
to all accounts managed by US domiciled advisers and to all US client accounts
managed by non US regional offices. Non US regional offices are required to
maintain procedures and to vote proxies as may be required by law on behalf of
their non US clients. In addition, AM's proxy policies reflect the fiduciary
standards and responsibilities for ERISA accounts.

The attached guidelines represent a set of global recommendations that were
determined by the Global Proxy Voting Sub-Committee ("the GPVSC"). These
guidelines were developed to provide AM with a comprehensive list of
recommendations that represent how AM will generally vote proxies for its
clients. The recommendations derived from the application of these guidelines
are not intended to influence the various AM legal entities either directly or
indirectly by parent or affiliated companies. In addition, the organizational
structures and documents of the various AM legal entities allows, where
necessary or appropriate, the execution by individual AM subsidiaries of the
proxy voting rights independently of any DB parent or affiliated company. This
applies in particular to non U.S. fund management companies. The individuals
that make proxy voting decisions are also free to act independently, subject to
the normal and customary supervision by the management/boards of these AM legal
entities.


II.      AM'S PROXY VOTING RESPONSIBILITIES

Proxy votes are the property of AM's advisory clients.(1) As such, AM's
authority and responsibility to vote such proxies depend upon its contractual
relationships with its clients. AM has delegated responsibility for effecting
its advisory clients' proxy votes to Institutional Shareholder Services ("ISS"),
an independent third-party proxy voting specialist. ISS votes AM's advisory
clients' proxies in accordance with AM's proxy guidelines or AM's specific
instructions. Where a client has given specific instructions as to how a proxy
should be voted, AM will notify ISS to carry out those instructions. Where no
specific instruction exists, AM will follow the procedures in voting the proxies
set forth in this document. Certain Taft-Hartley clients may direct AM to have
ISS vote their proxies in accordance with Taft Hartley voting Guidelines

_____________________

(1)      For purposes of these Policies and Procedures, "clients" refers to
         persons or entities: for which AM serves as investment adviser or
         sub-adviser; for which AM votes proxies; and that have an economic or
         beneficial ownership interest in the portfolio securities of issuers
         soliciting such proxies.

Clients may in certain instances contract with their custodial agent and notify
AM that they wish to engage in securities lending transactions. In such cases,
it is the responsibility of the custodian to deduct the number of shares that
are on loan so that they do not get voted twice.


III.     POLICIES

1.       Proxy voting activities are conducted in the best economic interest of
         clients

AM has adopted the following policies and procedures to ensure that proxies are
voted in accordance with the best economic interest of its clients, as
determined by AM in good faith after appropriate review.

2.       The Global Proxy Voting Sub-Committee

The Global Proxy Voting Sub-Committee (the "GPVSC") is an internal working group
established by the applicable AM's Investment Risk Oversight Committee pursuant
to a written charter. The GPVSC is responsible for overseeing AM's proxy voting
activities, including:

(i)    adopting, monitoring and updating guidelines, attached as Exhibit A (the
       "Guidelines"), that provide how AM will generally vote proxies pertaining
       to a comprehensive list of common proxy voting matters;

(ii)   voting proxies where (A) the issues are not covered by specific client
       instruction or the Guidelines; (B) the Guidelines specify that the issues
       are to be determined on a case-by-case basis; or (C) where an exception
       to the Guidelines may be in the best economic interest of AM's clients;
       and

(iii)  monitoring the Proxy Vendor Oversight's proxy voting activities (see
       below).

AM's Proxy Vendor Oversight, a function of AM's Operations Group, is responsible
for coordinating with ISS to administer AM's proxy voting process and for voting
proxies in accordance with any specific client instructions or, if there are
none, the Guidelines, and overseeing ISS' proxy responsibilities in this regard.

3.       Availability of Proxy Voting Policies and Procedures and proxy voting
         record

Copies of these Policies and Procedures, as they may be updated from time to
time, are made available to clients as required by law and otherwise at AM's
discretion. Clients may also obtain information on how their proxies were voted
by AM as required by law and otherwise at AM's discretion; however, AM must not
selectively disclose its investment company clients' proxy voting records. The
Proxy Vendor Oversight will make proxy voting reports available to advisory
clients upon request. The investment companies' proxy voting records will be
disclosed to shareholders by means of publicly-available annual filings of each
company's proxy voting record for 12-month periods ended June 30 (see
"Recordkeeping" below), if so required by relevant law.


IV.      PROCEDURES

The key aspects of AM's proxy voting process are as follows:

1.       The GPVSC's Proxy Voting Guidelines

The Guidelines set forth the GPVSC's standard voting positions on a
comprehensive list of common proxy voting matters. The GPVSC has developed, and
continues to update the Guidelines based on consideration of current corporate
governance principles, industry standards, client feedback, and the impact of
the matter on issuers and the value of the investments.

The GPVSC will review the Guidelines as necessary to support the best economic
interests of AM's clients and, in any event, at least annually. The GPVSC will
make changes to the Guidelines, whether as a result of the annual review or
otherwise, taking solely into account the best economic interests of clients.
Before changing the Guidelines, the GPVSC will thoroughly review and evaluate
the proposed change and the reasons therefore, and the GPVSC Chair will ask
GPVSC members whether anyone outside of the AM organization (but within Deutsche
Bank and its affiliates) or any entity that identifies itself as a AM advisory
client has requested or attempted to influence the proposed change and whether
any member has a conflict of interest with respect to the proposed change. If
any such matter is reported to the GPVSC Chair, the Chair will promptly notify
the Conflicts of Interest Management Sub-Committee (see below) and will defer
the approval, if possible. Lastly, the GPVSC will fully document its rationale
for approving any change to the Guidelines.

The Guidelines may reflect a voting position that differs from the actual
practices of the public company(ies) within the Deutsche Bank organization or of
the investment companies for which AM or an affiliate serves as investment
adviser or sponsor. Investment companies, particularly closed-end investment
companies, are different from traditional operating companies. These differences
may call for differences in voting positions on the same matter. Further, the
manner in which AM votes investment company proxies may differ from proposals
for which a AM-advised or sponsored investment company solicits proxies from its
shareholders. As reflected in the Guidelines, proxies solicited by closed-end
(and open-end) investment companies are generally voted in accordance with the
pre-determined guidelines of ISS. See Section IV.3.B.

Funds ("Underlying Funds") in which Topiary Fund Management Fund of Funds (each,
a "Fund") invest, may from time to time seek to revise their investment terms
(i.e. liquidity, fees, etc.) or investment structure. In such event, the
Underlying Funds may require approval/consent from its investors to effect the
relevant changes. Topiary Fund Management has adopted Proxy Voting Procedures
which outline the process for these approvals.

2.       Specific proxy voting decisions made by the GPVSC

The Proxy Vendor Oversight will refer to the GPVSC all proxy proposals (i) that
are not covered by specific client instructions or the Guidelines; or (ii) that,
according to the Guidelines, should be evaluated and voted on a case-by-case
basis.

Additionally, if, the Proxy Vendor Oversight, the GPVSC Chair or any member of
the GPVSC, a portfolio manager, a research analyst or a sub-adviser believes
that voting a particular proxy in accordance with the Guidelines may not be in
the best economic interests of clients, that individual may bring the matter to
the attention of the GPVSC Chair and/or the Proxy Vendor Oversight.(2)

_____________________

(2)      The Proxy Vendor Oversight generally monitors upcoming proxy
         solicitations for heightened attention from the press or the industry
         and for novel or unusual proposals or circumstances, which may prompt
         the Proxy Vendor Oversight to bring the solicitation to the attention
         of the GPVSC Chair. AM portfolio managers, AM research analysts and
         sub-advisers also may bring a particular proxy vote to the attention of
         the GPVSC Chair, as a result of their ongoing monitoring of portfolio
         securities held by advisory clients and/or their review of the periodic
         proxy voting record reports that the GPVSC Chair distributes to AM
         portfolio managers and AM research analysts.

If the Proxy Vendor Oversight refers a proxy proposal to the GPVSC or the GPVSC
determines that voting a particular proxy in accordance with the Guidelines is
not in the best economic interests of clients, the GPVSC will evaluate and vote
the proxy, subject to the procedures below regarding conflicts.

The GPVSC endeavors to hold meetings to decide how to vote particular proxies
sufficiently before the voting deadline so that the procedures below regarding
conflicts can be completed before the GPVSC's voting determination.

3.       Certain proxy votes may not be cast

In some cases, the GPVSC may determine that it is in the best economic interests
of its clients not to vote certain proxies. If the conditions below are met with
regard to a proxy proposal, AM will abstain from voting:

o        Neither the Guidelines nor specific client instructions cover an issue;

o        ISS does not make a recommendation on the issue;

o        The GPVSC cannot convene on the proxy proposal at issue to make a
         determination as to what would be in the client's best interest. (This
         could happen, for example, if the Conflicts of Interest Management
         Sub-committee found that there was a material conflict or if despite
         all best efforts being made, the GPVSC quorum requirement could not be
         met).

In addition, it is AM's policy not to vote proxies of issuers subject to laws of
those jurisdictions that impose restrictions upon selling shares after proxies
are voted, in order to preserve liquidity. In other cases, it may not be
possible to vote certain proxies, despite good faith efforts to do so. For
example, some jurisdictions do not provide adequate notice to shareholders so
that proxies may be voted on a timely basis. Voting rights on securities that
have been loaned to third-parties transfer to those third-parties, with loan
termination often being the only way to attempt to vote proxies on the loaned
securities. Lastly, the GPVSC may determine that the costs to the client(s)
associated with voting a particular proxy or group of proxies outweighs the
economic benefits expected from voting the proxy or group of proxies.

The Proxy Vendor Oversight will coordinate with the GPVSC Chair regarding any
specific proxies and any categories of proxies that will not or cannot be voted.
The reasons for not voting any proxy shall be documented.

4.       Conflict of Interest Procedures

A. Procedures to Address Conflicts of Interest and Improper Influence

Overriding Principle. In the limited circumstances where the GPVSC votes
proxies,(3) the GPVSC will vote those proxies in accordance with what it, in
good faith, determines to be the best economic interests of AM's clients.(4)

_____________________

(3)      As mentioned above, the GPVSC votes proxies (i) where neither a
         specific client instruction nor a Guideline directs how the proxy
         should be voted, (ii) where the Guidelines specify that an issue is to
         be determined on a case by case basis or (iii) where voting in
         accordance with the Guidelines may not be in the best economic
         interests of clients.

(4)      The Proxy Vendor Oversight, who serves as the non-voting secretary of
         the GPVSC, may receive routine calls from proxy solicitors and other
         parties interested in a particular proxy vote. Any contact that
         attempts to exert improper pressure or influence shall be reported to
         the Conflicts of Interest Management Sub-Committee.

Independence of the GPVSC. As a matter of Compliance policy, the GPVSC and the
Proxy Vendor Oversight are structured to be independent from other parts of
Deutsche Bank. Members of the GPVSC and the employee responsible for Proxy
Vendor Oversight are employees of AM. As such, they may not be subject to the
supervision or control of any employees of Deutsche Bank Corporate and
Investment Banking division ("CIB"). Their compensation cannot be based upon
their contribution to any business activity outside of AM without prior approval
of Legal and Compliance. They can have no contact with employees of Deutsche
Bank outside of the Private Client and Asset Management division ("PCAM")
regarding specific clients, business matters or initiatives without the prior
approval of Legal and Compliance. They furthermore may not discuss proxy votes
with any person outside of AM (and within AM only on a need to know basis).

Conflict Review Procedures. There will be a committee (the "Conflicts of
Interest Management Sub-Committee") established within AM that will monitor for
potential material conflicts of interest in connection with proxy proposals that
are to be evaluated by the GPVSC. Promptly upon a determination that a vote
shall be presented to the GPVSC, the GPVSC Chair shall notify the Conflicts of
Interest Management Sub-Committee. The Conflicts of Interest Management
Sub-Committee shall promptly collect and review any information deemed
reasonably appropriate to evaluate, in its reasonable judgment, if AM or any
person participating in the proxy voting process has, or has the appearance of,
a material conflict of interest. For the purposes of this policy, a conflict of
interest shall be considered "material" to the extent that a reasonable person
could expect the conflict to influence, or appear to influence, the GPVSC's
decision on the particular vote at issue. GPVSC should provide the Conflicts of
Interest Management Sub-Committee a reasonable amount of time (no less than 24
hours) to perform all necessary and appropriate reviews. To the extent that a
conflicts review can not be sufficiently completed by the Conflicts of Interest
Management Sub-Committee the proxies will be voted in accordance with the
standard guidelines.

The information considered by the Conflicts of Interest Management Sub-Committee
may include without limitation information regarding (i) AM client
relationships; (ii) any relevant personal conflict known by the Conflicts of
Interest Management Sub-Committee or brought to the attention of that
sub-committee; (iii) and any communications with members of the GPVSC (or anyone
participating or providing information to the GPVSC) and any person outside of
the AM organization (but within Deutsche Bank and its affiliates) or any entity
that identifies itself as a AM advisory client regarding the vote at issue. In
the context of any determination, the Conflicts of Interest Management
Sub-Committee may consult with, and shall be entitled to rely upon, all
applicable outside experts, including legal counsel.

Upon completion of the investigation, the Conflicts of Interest Management
Sub-Committee will document its findings and conclusions. If the Conflicts of
Interest Management Sub-Committee determines that (i) AM has a material conflict
of interest that would prevent it from deciding how to vote the proxies
concerned without further client consent or (ii) certain individuals should be
recused from participating in the proxy vote at issue, the Conflicts of Interest
Management Sub-Committee will so inform the GPVSC chair.

If notified that AM has a material conflict of interest as described above, the
GPVSC chair will obtain instructions as to how the proxies should be voted
either from (i) if time permits, the effected clients, or (ii) in accordance
with the standard guidelines. If notified that certain individuals should be
recused from the proxy vote at issue, the GPVSC Chair shall do so in accordance
with the procedures set forth below.

Note: Any AM employee who becomes aware of a potential, material conflict of
interest in respect of any proxy vote to be made on behalf of clients shall
notify Compliance. Compliance shall call a meeting of the conflict review
committee to evaluate such conflict and determine a recommended course of
action.

Procedures to be followed by the GPVSC. At the beginning of any discussion
regarding how to vote any proxy, the GPVSC Chair (or his or her delegate) will
inquire as to whether any GPVSC member (whether voting or ex officio) or any
person participating in the proxy voting process has a personal conflict of
interest or has actual knowledge of an actual or apparent conflict that has not
been reported to the Conflicts of Interest Management Sub-Committee.

The GPVSC Chair also will inquire of these same parties whether they have actual
knowledge regarding whether any director, officer or employee outside of the AM
organization (but within Deutsche Bank and its affiliates) or any entity that
identifies itself as a AM advisory client, has: (i) requested that AM, the Proxy
Vendor Oversight (or any member thereof) or a GPVSC member vote a particular
proxy in a certain manner; (ii) attempted to influence AM, the Proxy Vendor
Oversight (or any member thereof), a GPVSC member or any other person in
connection with proxy voting activities; or (iii) otherwise communicated with a
GPVSC member or any other person participating or providing information to the
GPVSC regarding the particular proxy vote at issue, and which incident has not
yet been reported to the Conflicts of Interest Management Sub- Committee.

If any such incidents are reported to the GPVSC Chair, the Chair will promptly
notify the Conflicts of Interest Management Sub-Committee and, if possible, will
delay the vote until the Conflicts of Interest Management Sub-Committee can
complete the conflicts report. If a delay is not possible, the Conflicts of
Interest Management Sub-Committee will instruct the GPVSC whether anyone should
be recused from the proxy voting process, or whether AM should vote the proxy in
accordance with the standard guidelines, seek instructions as to how to vote the
proxy at issue from ISS or, if time permits, the effected clients. These
inquiries and discussions will be properly reflected in the GPVSC's minutes.

Duty to Report. Any AM employee, including any GPVSC member (whether voting or
ex officio), that is aware of any actual or apparent conflict of interest
relevant to, or any attempt by any person outside of the AM organization (but
within Deutsche Bank and its affiliates) or any entity that identifies itself as
a AM advisory client to influence, how AM votes its proxies has a duty to
disclose the existence of the situation to the GPVSC Chair (or his or her
designee) and the details of the matter to the Conflicts of Interest Management
Sub-Committee. In the case of any person participating in the deliberations on a
specific vote, such disclosure should be made before engaging in any activities
or participating in any discussion pertaining to that vote.

Recusal of Members. The GPVSC will recuse from participating in a specific proxy
vote any GPVSC members (whether voting or ex officio) and/or any other person
who (i) are personally involved in a material conflict of interest; or (ii) who,
as determined by the Conflicts of Interest Management Sub-Committee, have actual
knowledge of a circumstance or fact that could effect their independent
judgment, in respect of such vote. The GPVSC will also exclude from
consideration the views of any person (whether requested or volunteered) if the
GPVSC or any member thereof knows, or if the Conflicts of Interest Management
Sub-Committee has determined, that such other person has a material conflict of
interest with respect to the particular proxy, or has attempted to influence the
vote in any manner prohibited by these policies.

If, after excluding all relevant GPVSC voting members pursuant to the paragraph
above, there are three or more GPVSC voting members remaining, those remaining
GPVSC members will determine how to vote the proxy in accordance with these
Policies and Procedures. If there are fewer than three GPVSC voting members
remaining, the GPVSC Chair will vote the proxy in accordance with the standard
guidelines, will obtain instructions as to how to have the proxy voted from, if
time permits, the effected clients and otherwise from ISS.

B.       Investment Companies and Affiliated Public Companies

Investment Companies. As reflected in the Guidelines, all proxies solicited by
open-end and closed-end investment companies are voted in accordance with the
pre-determined guidelines of ISS, unless the investment company client directs
AM to vote differently on a specific proxy or specific categories of proxies.
However, regarding investment companies for which AM or an affiliate serves as
investment adviser or principal underwriter, such proxies are voted in the same
proportion as the vote of all other shareholders (i.e., "mirror" or "echo"
voting). Master fund proxies solicited from feeder funds are voted in accordance
with applicable provisions of Section 12 of the Investment Company Act of 1940.

Subject to participation agreements with certain Exchange Traded Funds ("ETF")
issuers that have received exemptive orders from the U.S. Securities and
Exchange Commission allowing investing DWS funds to exceed the limits set forth
in Section 12(d)(1)(A) and (B) of the Investment Company Act of 1940, DeAM will
echo vote proxies for ETFs in which Deutsche Bank holds more than 25% of
outstanding voting shares globally when required to do so by participation
agreements and SEC orders.

Affiliated Public Companies. For proxies solicited by non-investment company
issuers of or within the Deutsche Bank organization, e.g., Deutsche bank itself,
these proxies will be voted in the same proportion as the vote of other
shareholders (i.e., "mirror" or "echo" voting).

Note: With respect to the QP Trust (not registered under the Investment Company
Act of 1940), the Fund is not required to engage in echo voting and the
investment adviser will use these Guidelines, and may determine, with respect to
the QP Trust, to vote contrary to the positions in the Guidelines, consistent
with the Fund's best interest.

C.       Other Procedures That Limit Conflicts of Interest

AM and other entities in the Deutsche Bank organization have adopted a number of
policies, procedures and internal controls that are designed to avoid various
conflicts of interest, including those that may arise in connection with proxy
voting, including:

o        Deutsche Bank Americas Restricted Activities Policy. This policy
         provides for, among other things, independence of AM employees from
         CIB, and information barriers between AM and other affiliates.
         Specifically, no AM employee may be subject to the supervision or
         control of any employee of CIB. No AM employee shall have his or her
         compensation based upon his or her contribution to any business
         activity within the Bank outside of the business of AM, without the
         prior approval of Legal or Compliance. Further, no employee of CIB
         shall have any input into the compensation of a AM employee without the
         prior approval of Legal or Compliance. Under the information barriers
         section of this policy, as a general rule, AM employees who are
         associated with the investment process should have no contact with
         employees of Deutsche Bank or its affiliates, outside of PCAM,
         regarding specific clients, business matters, or initiatives. Further,
         under no circumstances should proxy votes be discussed with any
         Deutsche Bank employee outside of AM (and should only be discussed on a
         need-to-know basis within AM).

Other relevant internal policies include the Deutsche Bank Americas Code of
Professional Conduct, the Deutsche Asset Management Information Sharing
Procedures, the Deutsche Asset Management Code of Ethics, the Sarbanes-Oxley
Senior Officer Code of Ethics, and the Deutsche Bank Group Code of Conduct. The
GPVSC expects that these policies, procedures and internal controls will greatly
reduce the chance that the GPVSC (or, its members) would be involved in, aware
of or influenced by, an actual or apparent conflict of interest.


V.       RECORDKEEPING

At a minimum, the following types of records must be properly maintained and
readily accessible in order to evidence compliance with this policy.

o        AM will maintain a record of each vote cast by AM that includes among
         other things, company name, meeting date, proposals presented, vote
         cast and shares voted.

o        The Proxy Vendor Oversight maintains records for each of the proxy
         ballots it votes. Specifically, the records include, but are not
         limited to:

         -        The proxy statement (and any additional solicitation
                  materials) and relevant portions of annual statements.

         -        Any additional information considered in the voting process
                  that may be obtained from an issuing company, its agents or
                  proxy research firms.

         -        Analyst worksheets created for stock option plan and share
                  increase analyses.

         -        Proxy Edge print-screen of actual vote election.

o        AM will retain these Policies and Procedures and the Guidelines; will
         maintain records of client requests for proxy voting information; and
         will retain any documents the Proxy Vendor Oversight or the GPVSC
         prepared that were material to making a voting decision or that
         memorialized the basis for a proxy voting decision.

o        The GPVSC also will create and maintain appropriate records documenting
         its compliance with these Policies and Procedures, including records of
         its deliberations and decisions regarding conflicts of interest and
         their resolution.

o        With respect to AM's investment company clients, ISS will create and
         maintain records of each company's proxy voting record for 12-month
         periods ended June 30. AM will compile the following information for
         each matter relating to a portfolio security considered at any
         shareholder meeting held during the period covered by the report and
         with respect to which the company was entitled to vote:

         -        The name of the issuer of the portfolio security;

         -        The exchange ticker symbol of the portfolio security (if
                  symbol is available through reasonably practicable means);

         -        The Council on Uniform Securities Identification Procedures
                  number for the portfolio security (if the number is available
                  through reasonably practicable means);

         -        The shareholder meeting date;

         -        A brief identification of the matter voted on;

         -        Whether the matter was proposed by the issuer or by a security
                  holder;

         -        Whether the company cast its vote on the matter;

         -        How the company cast its vote (e.g., for or against proposal,
                  or abstain; for or withhold regarding election of directors);
                  and

         -        Whether the company cast its vote for or against management.

Note: This list is intended to provide guidance only in terms of the records
that must be maintained in accordance with this policy. In addition, please note
that records must be maintained in accordance with the applicable AM Records
Management Policy.

With respect to electronically stored records, "properly maintained" is defined
as complete, authentic (unalterable) usable and backed-up. At a minimum, records
should be retained for a period of not less than six years (or longer, if
necessary to comply with applicable regulatory requirements), the first three
years in an appropriate AM office.


VI.      THE GPVSC'S OVERSIGHT ROLE

In addition to adopting the Guidelines and making proxy voting decisions on
matters referred to it as set forth above, the GPVSC will monitor the proxy
voting process by reviewing summary proxy information presented by ISS. The
GPVSC will use this review process to determine, among other things, whether any
changes should be made to the Guidelines. This review will take place at least
quarterly and will be documented in the GPVSC's minutes.


Attachment A - Global Proxy Voting Guidelines







                            Deutsche Asset Management

                         Global Proxy Voting Guidelines



                             As Amended October 2008


                                [GRAPHIC OMITTED]
Table of contents

I        Board Of Directors And Executives

         A        Election Of Directors

         B        Classified Boards Of Directors

         C        Board And Committee Independence

         D        Liability And Indemnification Of Directors

         E        Qualifications Of Directors

         F        Removal Of Directors And Filling Of Vacancies

         G        Proposals To Fix The Size Of The Board

         H        Proposals to Restrict Chief Executive Officer's Service on

                  Multiple Boards

         I        Proposals to Restrict Supervisory Board Members Service on

                  Multiple Boards

         J        Proposals to Establish Audit Committees

II       Capital Structure

         A        Authorization Of Additional Shares

         B        Authorization Of "Blank Check" Preferred Stock

         C        Stock Splits/Reverse Stock Splits

         D        Dual Class/Supervoting Stock

         E        Large Block Issuance

         F        Recapitalization Into A Single Class Of Stock

         G        Share Repurchases

         H        Reductions In Par Value

III      Corporate Governance Issues

         A        Confidential Voting

         B        Cumulative Voting

         C        Supermajority Voting Requirements

         D        Shareholder Right To Vote

IV       Compensation

         A        Establishment of a Remuneration Committee

         B        Executive And Director Stock Option Plans

         C        Employee Stock Option/Purchase Plans

         D        Golden Parachutes

         E        Proposals To Limit Benefits Or Executive Compensation

         F        Option Expensing

         G        Management board election and motion

         H        Remuneration (variable pay)

         I        Long-term incentive plans

         J        Shareholder Proposals Concerning "Pay For Superior
                  Performance"

         K        Executive Compensation Advisory

V        Anti-Takeover Related Issues

         A        Shareholder Rights Plans ("Poison Pills")

         B        Reincorporation

         C        Fair-Price Proposals

         D        Exemption From State Takeover Laws

         E        Non-Financial Effects Of Takeover Bids

VI       Mergers & Acquisitions

VII      Social & Political Issues

         A        Labor & Human Rights

         B        Diversity & Equality

         C        Health & Safety

         D        Government/Military

         E        Tobacco

VIII     Environmental Issues

IX       Miscellaneous Items

         A        Ratification Of Auditors

         B        Limitation Of Non-Audit Services Provided By Independent
                  Auditor

         C        Audit Firm Rotation

         D        Transaction Of Other Business

         E        Motions To Adjourn The Meeting

         F        Bundled Proposals

         G        Change Of Company Name

         H        Proposals Related To The Annual Meeting

         I        Reimbursement Of Expenses Incurred From Candidate Nomination

         J        Investment Company Proxies

         K        International Proxy Voting


These Guidelines may reflect a voting position that differs from the actual
practices of the public company (ies) within the Deutsche Bank organization or
of the investment companies for which AM or an affiliate serves as investment
adviser or sponsor.

NOTE: Because of the unique structure and regulatory scheme applicable to
closed-end investment companies, the voting guidelines (particularly those
related to governance issues) generally will be inapplicable to holdings of
closed-end investment companies. As a result, determinations on the appropriate
voting recommendation for closed-end investment company shares will be made on a
case-by-case basis.


I.       Board of Directors and Executives

A.       Election of Directors

Routine: AM Policy is to vote "for" the uncontested election of directors. Votes
for a director in an uncontested election will be withheld in cases where a
director has shown an inability to perform his/her duties in the best interests
of the shareholders.

Proxy contest: In a proxy contest involving election of directors, a
case-by-case voting decision will be made based upon analysis of the issues
involved and the merits of the incumbent and dissident slates of directors. AM
will incorporate the decisions of a third party proxy research vendor,
currently, Institutional Shareholder Services ("ISS") subject to review by the
Proxy Voting Sub-Committee (GPVSC) as set forth in the AM's Proxy Voting
Policies and Procedures.

Rationale: The large majority of corporate directors fulfill their fiduciary
obligation and in most cases support for management's nominees is warranted. As
the issues relevant to a contested election differ in each instance, those cases
must be addressed as they arise.

B.       Classified Boards of Directors

AM policy is to vote against proposals to classify the board and for proposals
to repeal classified boards and elect directors annually.

Rationale: Directors should be held accountable on an annual basis. By
entrenching the incumbent board, a classified board may be used as an
anti-takeover device to the detriment of the shareholders in a hostile take-over
situation.

C.       Board and Committee Independence

AM policy is to vote:

1.       "For" proposals that require that a certain percentage (majority up to
         66 2/3%) of members of a board of directors be comprised of independent
         or unaffiliated directors.

2.       "For" proposals that require all members of a company's compensation,
         audit, nominating, or other similar committees be comprised of
         independent or unaffiliated directors.

3.       "Against" shareholder proposals to require the addition of special
         interest, or constituency, representatives to boards of directors.

4.       "For" separation of the Chairman and CEO positions.

5.       "Against" proposals that require a company to appoint a Chairman who is
         an independent director.

Rationale: Board independence is a cornerstone of effective governance and
accountability. A board that is sufficiently independent from management assures
that shareholders' interests are adequately represented. However, the Chairman
of the board must have sufficient involvement in and experience with the
operations of the company to perform the functions required of that position and
lead the company.

No director qualifies as 'independent' unless the board of directors
affirmatively determines that the director has no material relationship with the
listed company (either directly or as a partner, shareholder or officer of an
organization that has a relationship with the company).

Whether a director is in fact not "independent" will depend on the laws and
regulations of the primary market for the security and the exchanges, if any, on
which the security trades.

D.       Liability and Indemnification of Directors

AM policy is to vote "for" management proposals to limit directors' liability
and to broaden the indemnification of directors, unless broader indemnification
or limitations on directors' liability would effect shareholders' interests in
pending litigation.

Rationale: While shareholders want directors and officers to be responsible for
their actions, it is not in the best interests of the shareholders for them to
be to risk averse. If the risk of personal liability is too great, companies may
not be able to find capable directors willing to serve. We support expanding
coverage only for actions taken in good faith and not for serious violations of
fiduciary obligation or negligence.

E.       Qualifications of Directors

AM policy is to follow management's recommended vote on either management or
shareholder proposals that set retirement ages for directors or require specific
levels of stock ownership by directors.

Rationale: As a general rule, the board of directors, and not the shareholders,
is most qualified to establish qualification policies.

F.       Removal of Directors and Filling of Vacancies

AM policy is to vote "against" proposals that include provisions that directors
may be removed only for cause or proposals that include provisions that only
continuing directors may fill board vacancies.

Rationale: Differing state statutes permit removal of directors with or without
cause. Removal of directors for cause usually requires proof of self-dealing,
fraud or misappropriation of corporate assets, limiting shareholders' ability to
remove directors except under extreme circumstances. Removal without cause
requires no such showing.

Allowing only incumbent directors to fill vacancies can serve as an
anti-takeover device, precluding shareholders from filling the board until the
next regular election.

G.       Proposals to Fix the Size of the Board

AM policy is to vote:

1.       "For" proposals to fix the size of the board unless: (a) no specific
         reason for the proposed change is given; or (b) the proposal is part of
         a package of takeover defenses.

2.       "Against" proposals allowing management to fix the size of the board
         without shareholder approval.

Rationale: Absent danger of anti-takeover use, companies should be granted a
reasonable amount of flexibility in fixing the size of its board.

H.       Proposals to Restrict Chief Executive Officer's Service on Multiple
         Boards

AM policy is to vote "For" proposals to restrict a Chief Executive Officer from
serving on more than three outside boards of directors.

Rationale: Chief Executive Officer must have sufficient time to ensure that
shareholders' interests are represented adequately.

Note: A director's service on multiple closed-end fund boards within a fund
complex are treated as service on a single Board for the purpose of the proxy
voting guidelines.

I.       Proposals to Restrict Supervisory Board Members Service on Multiple
         Boards (For FFT Securities)

AM policy is to vote "for" proposals to restrict a Supervisory Board Member from
serving on more than five supervisory boards.

Rationale: We consider a strong, independent and knowledgeable supervisory board
as important counter-balance to executive management to ensure that the
interests of shareholders are fully reflected by the company.

Full information should be disclosed in the annual reports and accounts to allow
all shareholders to judge the success of the supervisory board controlling their
company.

Supervisory Board Member must have sufficient time to ensure that shareholders'
interests are represented adequately.

Note: A director's service on multiple closed-end fund boards within a fund
complex are treated as service on a single Board for the purpose of the proxy
voting guidelines.

J.       Proposals to Establish Audit Committees (For FFT and U.S. Securities)
         AM policy is to vote "for" proposals that require the establishment of
         audit committees.

Rationale: The audit committee should deal with accounting and risk management
related questions, verifies the independence of the auditor with due regard to
possible conflicts of interest. It also should determine the procedure of the
audit process.


II.      Capital Structure

A.       Authorization of Additional Shares (For U.S. Securities)

AM policy is to vote "for" proposals to increase the authorization of existing
classes of stock that do not exceed a 3:1 ratio of shares authorized to shares
outstanding for a large cap company, and do not exceed a 4:1 ratio of shares
authorized to shares outstanding for a small-midcap company (companies having a
market capitalization under one billion U.S. dollars.).

Rationale: While companies need an adequate number of shares in order to carry
on business, increases requested for general financial flexibility must be
limited to protect shareholders from their potential use as an anti-takeover
device. Requested increases for specifically designated, reasonable business
purposes (stock split, merger, etc.) will be considered in light of those
purposes and the number of shares required.

B.       Authorization of "Blank Check" Preferred Stock (For U.S. Securities)

AM policy is to vote:

1.   "Against" proposals to create blank check preferred stock or to increase
     the number of authorized shares of blank check preferred stock unless the
     company expressly states that the stock will not be used for anti-takeover
     purposes and will not be issued without shareholder approval.

2.   "For" proposals mandating shareholder approval of blank check stock
     placement.

Rationale: Shareholders should be permitted to monitor the issuance of classes
of preferred stock in which the board of directors is given unfettered
discretion to set voting, dividend, conversion and other rights for the shares
issued.

C.       Stock Splits/Reverse Stock Splits

AM policy is to vote "for" stock splits if a legitimate business purpose is set
forth and the split is in the shareholders' best interests. A vote is cast "for"
a reverse stock split only if the number of shares authorized is reduced in the
same proportion as the reverse split or if the effective increase in authorized
shares (relative to outstanding shares) complies with the proxy guidelines for
common stock increases (see, Section II.A, above.)

Rationale: Generally, stock splits do not detrimentally effect shareholders.
Reverse stock splits, however, may have the same result as an increase in
authorized shares and should be analyzed accordingly.

D.       Dual Class/Supervoting Stock

AM policy is to vote "against" proposals to create or authorize additional
shares of super-voting stock or stock with unequal voting rights.

Rationale: The "one share, one vote" principal ensures that no shareholder
maintains a voting interest exceeding their equity interest in the company.

E.       Large Block Issuance (For U.S. Securities)

AM policy is to address large block issuances of stock on a case-by-case basis,
incorporating the recommendation of an independent third party proxy research
firm (currently ISS) subject to review by the GPVSC as set forth in AM's Proxy
Policies and Procedures.

Additionally, AM supports proposals requiring shareholder approval of large
block issuances.

Rationale: Stock issuances must be reviewed in light of the business
circumstances leading to the request and the potential impact on shareholder
value.

F.       Recapitalization into a Single Class of Stock

AM policy is to vote "for" recapitalization plans to provide for a single class
of common stock, provided the terms are fair, with no class of stock being
unduly disadvantaged.

Rationale: Consolidation of multiple classes of stock is a business decision
that may be left to the board and/management if there is no adverse effect on
shareholders.

G.       Share Repurchases

AM policy is to vote "for" share repurchase plans provided all shareholders are
able to participate on equal terms.

Rationale: Buybacks are generally considered beneficial to shareholders because
they tend to increase returns to the remaining shareholders.

H.       Reductions in Par Value

AM policy is to vote "for" proposals to reduce par value, provided a legitimate
business purpose is stated (e.g., the reduction of corporate tax
responsibility.)

Rationale: Usually, adjustments to par value are a routine financial decision
with no substantial impact on shareholders.


III.     Corporate Governance Issues

A.       Confidential Voting

AM policy is to vote "for" proposals to provide for confidential voting and
independent tabulation of voting results and to vote "against" proposals to
repeal such provisions.

Rationale: Confidential voting protects the privacy rights of all shareholders.
This is particularly important for employee-shareholders or shareholders with
business or other affiliations with the company, who may be vulnerable to
coercion or retaliation when opposing management. Confidential voting does not
interfere with the ability of corporations to communicate with all shareholders,
nor does it prohibit shareholders from making their views known directly to
management.

B.       Cumulative Voting (For U.S. Securities)

AM policy is to vote "against" shareholder proposals requesting cumulative
voting and "for" management proposals to eliminate it. The protections afforded
shareholders by cumulative voting are not necessary when a company has a history
of good performance and does not have a concentrated ownership interest.
Accordingly, a vote is cast "against" cumulative voting and "for" proposals to
eliminate it if:

a)       The company has a five year return on investment greater than the
         relevant industry index,

b)       All directors and executive officers as a group beneficially own less
         than 10% of the outstanding stock, and

c)       No shareholder (or voting block) beneficially owns 15% or more of the
         company.

Thus, failure of any one of the three criteria results in a vote for cumulative
voting in accordance with the general policy.

Rationale: Cumulative voting is a tool that should be used to ensure that
holders of a significant number of shares may have board representation;
however, the presence of other safeguards may make their use unnecessary.

C.       Supermajority Voting Requirements

AM policy is to vote "against" management proposals to require a supermajority
vote to amend the charter or bylaws and to vote "for" shareholder proposals to
modify or rescind existing supermajority requirements.

*Exception made when company holds a controlling position and seeks to lower
threshold to maintain control and/or make changes to corporate by-laws.

Rationale: Supermajority voting provisions violate the democratic principle that
a simple majority should carry the vote. Setting supermajority requirements may
make it difficult or impossible for shareholders to remove egregious by-law or
charter provisions. Occasionally, a company with a significant insider held
position might attempt to lower a supermajority threshold to make it easier for
management to approve provisions that may be detrimental to shareholders. In
that case, it may not be in the shareholders interests to lower the
supermajority provision.

D.       Shareholder Right to Vote

AM policy is to vote "against" proposals that restrict the right of shareholders
to call special meetings, amend the bylaws, or act by written consent. Policy is
to vote "for" proposals that remove such restrictions.

Rationale: Any reasonable means whereby shareholders can make their views known
to management or effect the governance process should be supported.


IV.      Compensation

Annual Incentive Plans or Bonus Plans are often submitted to shareholders for
approval. These plans typically award cash to executives based on company
performance. Deutsche Bank believes that the responsibility for executive
compensation decisions rest with the board of directors and/or the compensation
committee, and its policy is not to second-guess the board's award of cash
compensation amounts to executives unless a particular award or series of awards
is deemed excessive. If stock options are awarded as part of these bonus or
incentive plans, the provisions must meet Deutsche Bank's criteria regarding
stock option plans, or similar stock-based incentive compensation schemes, as
set forth below.

A.       Establishment of a Remuneration Committee (For FFT Securities)

AM policy is to vote "for" proposals that require the establishment of a
remuneration committee.

Rationale: Corporations should disclose in each annual report or proxy statement
their policies on remuneration. Essential details regarding executive
remuneration including share options, long-term incentive plans and bonuses,
should be disclosed in the annual report, so that investors can judge whether
corporate pay policies and practices meet the standard.

The remuneration committee shall not comprise any board members and should be
sensitive to the wider scene on executive pay. It should ensure that
performance-based elements of executive pay are designed to align the interests
of shareholders.

B.       Executive and Director Stock Option Plans

AM policy is to vote "for" stock option plans that meet the following criteria:

(1)      The resulting dilution of existing shares is less than (a) 15 percent
         of outstanding shares for large capital corporations or (b) 20 percent
         of outstanding shares for small-mid capital companies (companies having
         a market capitalization under one billion U.S. dollars.)

(2)      The transfer of equity resulting from granting options at less than FMV
         is no greater than 3% of the over-all market capitalization of large
         capital corporations, or 5% of market cap for small-mid capital
         companies.

(3)      The plan does not contain express repricing provisions and, in the
         absence of an express statement that options will not be repriced; the
         company does not have a history of repricing options.

(4)      The plan does not grant options on super-voting stock.

AM will support performance-based option proposals as long as a) they do not
mandate that all options granted by the company must be performance based, and
b) only certain high-level executives are subject to receive the performance
based options.

AM will support proposals to eliminate the payment of outside director pensions.

Rationale: Determining the cost to the company and to shareholders of
stock-based incentive plans raises significant issues not encountered with
cash-based compensation plans. These include the potential dilution of existing
shareholders' voting power, the transfer of equity out of the company resulting
from the grant and execution of options at less than FMV and the authority to
reprice or replace underwater options. Our stock option plan analysis model
seeks to allow reasonable levels of flexibility for a company yet still protect
shareholders from the negative impact of excessive stock compensation.
Acknowledging that small mid-capital corporations often rely more heavily on
stock option plans as their main source of executive compensation and may not be
able to compete with their large capital competitors with cash compensation, we
provide slightly more flexibility for those companies.

C.       Employee Stock Option/Purchase Plans

AM policy is to vote for employee stock purchase plans (ESPP's) when the plan
complies with Internal Revenue Code 423, allowing non-management employees to
purchase stock at 85% of FMV.

AM policy is to vote "for" employee stock option plans (ESOPs) provided they
meet the standards for stock option plans in general. However, when computing
dilution and transfer of equity, ESOPs are considered independently from
executive and director option plans.

Rationale: ESOPs and ESPP's encourage rank-and-file employees to acquire an
ownership stake in the companies they work for and have been shown to promote
employee loyalty and improve productivity.

D.       Golden Parachutes

AM policy is to vote "for" proposals to require shareholder approval of golden
parachutes and for proposals that would limit golden parachutes to no more than
three times base compensation. Policy is to vote "against" more restrictive
shareholder proposals to limit golden parachutes.

Rationale: In setting a reasonable limitation, AM considers that an effective
parachute should be less attractive than continued employment and that the IRS
has opined that amounts greater than three times annual salary, are excessive.

E.       Proposals to Limit Benefits or Executive Compensation

AM policy is to vote "against"

1.   Proposals to limit benefits, pensions or compensation and

2.   Proposals that request or require disclosure of executive compensation
     greater than the disclosure required by Securities and Exchange Commission
     (SEC) regulations.

Rationale: Levels of compensation and benefits are generally considered to be
day-to-day operations of the company, and are best left unrestricted by
arbitrary limitations proposed by shareholders.

F.       Option Expensing

AM policy is to support proposals requesting companies to expense stock options.

Rationale: Although companies can choose to expense options voluntarily, the
Financial Accounting Standards Board (FASB) does not yet require it, instead
allowing companies to disclose the theoretical value of options as a footnote.
Because the expensing of stock options lowers earnings, most companies elect not
to do so. Given the fact that options have become an integral component of
compensation and their exercise results in a transfer of shareholder value, AM
agrees that their value should not be ignored and treated as "no cost"
compensation. The expensing of stock options would promote more modest and
appropriate use of stock options in executive compensation plans and present a
more accurate picture of company operational earnings.

G.        Management board election and motion (For FFT Securities)

AM policy is to vote "against":

o        the election of board members with positions on either remuneration or
         audit committees;

o        the election of supervisory board members with too many supervisory
         board mandates;

o        "automatic" election of former board members into the supervisory
         board.

Rationale: Management as an entity, and each of its members, are responsible for
all actions of the company, and are - subject to applicable laws and regulations
- accountable to the shareholders as a whole for their actions.

Sufficient information should be disclosed in the annual company report and
account to allow shareholders to judge the success of the company.

H.       Remuneration (variable pay): (For FFT Securities)

Executive remuneration for Management Board

AM policy is to vote "for" remuneration for Management Board that is transparent
and linked to results.

Rationale: Executive compensation should motivate management and align the
interests of management with the shareholders. The focus should be on criteria
that prevent excessive remuneration; but enable the company to hire and retain
first-class professionals.

Shareholder interests are normally best served when management is remunerated to
optimise long-term returns. Criteria should include suitable measurements like
return on capital employed or economic value added.

Interests should generally also be correctly aligned when management own shares
in the company - even more so if these shares represent a substantial portion of
their own wealth.

Its disclosure shall differentiate between fixed pay, variable (performance
related) pay and long-term incentives, including stock option plans with
valuation ranges as well as pension and any other significant arrangements.

Executive remuneration for Supervisory Board

AM policy is to vote "for" remuneration for Supervisory Board that is at least
50% in fixed form.

Rationale: It would normally be preferable if performance linked compensation
were not based on dividend payments, but linked to suitable result based
parameters. Consulting and procurement services should also be published in the
company report.

I.       Long-term incentive plans (For FFT Securities)

AM policy is to vote "for" long-term incentive plans for members of a management
board that reward for above average company performance.

Rationale: Incentive plans will normally be supported if they:

o        directly align the interests of members of management boards with those
         of shareholders;

o        establish challenging performance criteria to reward only above average
         performance;

o        measure performance by total shareholder return in relation to the
         market or a range of comparable companies;

o        are long-term in nature and encourage long-term ownership of the shares
         once exercised through minimum holding periods;

o        do not allow a repricing of the exercise price in stock option plans.

J.       Shareholder Proposals Concerning "Pay for Superior Performance"

AM policy is to address pay for superior performance proposals on a case-by-case
basis, incorporating the recommendation of an independent third party proxy
research firm (currently ISS) subject to review by the GPVSC as set forth in
AM's Proxy Policies and Procedures.

Rationale: While AM agrees that compensation issues are better left to the
discretion of management, they appreciate the need to monitor for excessive
compensation practices on a case by case basis. If, after a review of the ISS
metrics, AM is comfortable with ISS's applying this calculation and will vote
according to their recommendation.

K.       Executive Compensation Advisory

AM policy is to follow management's recommended vote on shareholder proposals to
propose an advisory resolution seeking to ratify the compensation of the
company's named executive officers (NEOs) on an annual basis.

Rationale: AM believes that controls exist within senior management and
corporate compensation committees, ensuring fair compensation to executives.
This might allow shareholders to require approval for all levels of management's
compensation.

V.       Anti-Takeover Related Issues

A.       Shareholder Rights Plans ("Poison Pills")

AM policy is to vote "for" proposals to require shareholder ratification of
poison pills or that request boards to redeem poison pills, and to vote
"against" the adoption of poison pills if they are submitted for shareholder
ratification.

Rationale: Poison pills are the most prevalent form of corporate takeover
defenses and can be (and usually are) adopted without shareholder review or
consent. The potential cost of poison pills to shareholders during an attempted
takeover outweighs the benefits.

B.       Reincorporation

AM policy is to examine reincorporation proposals on a case-by-case basis. The
voting decision is based on: (1) differences in state law between the existing
state of incorporation and the proposed state of incorporation; and (2)
differences between the existing and the proposed charter/bylaws/articles of
incorporation and their effect on shareholder rights. If changes resulting from
the proposed reincorporation violate the corporate governance principles set
forth in these guidelines, the reincorporation will be deemed contrary to
shareholder's interests and a vote cast "against."

Rationale: Reincorporations can be properly analyzed only by looking at the
advantages and disadvantages to their shareholders. Care must be taken that
anti-takeover protection is not the sole or primary result of a proposed change.

C.       Fair-Price Proposals

AM policy is to vote "for" management fair-price proposals, provided that: (1)
the proposal applies only to two-tier offers; (2) the proposal sets an objective
fair-price test based on the highest price that the acquirer has paid for a
company's shares; (3) the supermajority requirement for bids that fail the
fair-price test is no higher than two-thirds of the outstanding shares; (4) the
proposal contains no other anti-takeover provisions or provisions that restrict
shareholders rights.

A vote is cast for shareholder proposals that would modify or repeal existing
fair-price requirements that do not meet these standards.

Rationale: While fair price provisions may be used as anti-takeover devices, if
adequate provisions are included, they provide some protection to shareholders
who have some say in their application and the ability to reject those
protections if desired.

D.       Exemption from state takeover laws

AM policy is to vote "for" shareholder proposals to opt out of state takeover
laws and to vote "against" management proposals requesting to opt out of state
takeover laws.

Rationale: Control share statutes, enacted at the state level, may harm
long-term share value by entrenching management. They also unfairly deny certain
shares their inherent voting rights.

E.       Non-financial Effects of Takeover Bids

Policy is to vote "against" shareholder proposals to require consideration of
non-financial effects of merger or acquisition proposals.

Rationale: Non-financial effects may often be subjective and are secondary to
AM's stated purpose of acting in its client's best economic interest.


VI.      Mergers & Acquisitions

Evaluation of mergers, acquisitions and other special corporate transactions
(i.e., takeovers, spin-offs, sales of assets, reorganizations, restructurings
and recapitalizations) are performed on a case-by-case basis incorporating
information from an independent proxy research source (currently ISS.)
Additional resources including portfolio management and research analysts may be
considered as set forth in AM's Policies and Procedures.


VII.     Social, Environmental & Political Issues

Social and environmental issues are becoming increasingly important to corporate
success. We incorporate social and environmental considerations into both our
investment decisions and our proxy voting decisions - particularly if the
financial performance of the company could be impacted.

With increasing frequency, shareholder proposals are submitted relating to
social and political responsibility issues. Almost universally, the company
management will recommend a vote "against" these proposals. These types of
proposals cover an extremely wide range of issues. Many of the issues tend to be
controversial and are subject to more than one reasonable, yet opposing, theory
of support. More so than with other types of proxy proposals, social and
political responsibility issues may not have a connection to the economic and
corporate governance principles effecting shareholders' interests. AM's policy
regarding social and political responsibility issues, as with any other issue,
is designed to protect our client shareholders' economic interests.

Occasionally, a distinction is made between a shareholder proposal requesting
direct action on behalf of the board and a request for a report on (or
disclosure of) some information. In order to avoid unduly burdening any company
with reporting requirements, AM's policy is to vote against shareholder
proposals that demand additional disclosure or reporting than is required by the
Securities and Exchange Commission unless it appears there is a legitimate issue
and the company has not adequately addressed shareholders' concerns.

A.       Labor & Human Rights

AM policy is to vote "against" adopting global codes of conduct or workplace
standards exceeding those mandated by law.

Rationale: Additional requirements beyond those mandated by law are deemed
unnecessary and potentially burdensome to companies

B.       Diversity & Equality

1.       AM policy is to vote "against" shareholder proposals to force equal
         employment opportunity, affirmative action or board diversity.

Rationale: Compliance with State and Federal legislation along with information
made available through filings with the EEOC provides sufficient assurance that
companies act responsibly and make information public.

2.       AM policy is also to vote "against" proposals to adopt the Mac Bride
         Principles. The Mac Bride Principles promote fair employment,
         specifically regarding religious discrimination.

Rationale: Compliance with the Fair Employment Act of 1989 makes adoption of the
Mac Bride Principles redundant. Their adoption could potentially lead to charges
of reverse discrimination.

C.       Health & Safety

1.       AM policy is to vote "against" adopting a pharmaceutical price
         restraint policy or reporting pricing policy changes.

Rationale: Pricing is an integral part of business for pharmaceutical companies
and should not be dictated by shareholders (particularly pursuant to an
arbitrary formula.) Disclosing pricing policies may also jeopardize a company's
competitive position in the marketplace.

2.       AM policy is to vote "against" shareholder proposals to control the use
         or labeling of and reporting on genetically engineered products.

Rationale: Additional requirements beyond those mandated by law are deemed
unnecessary and potentially burdensome to companies.

D.       Government/Military

1.       AM policy is to vote against shareholder proposals regarding the
         production or sale of military arms or nuclear or space-based weapons,
         including proposals seeking to dictate a company's interaction with a
         particular foreign country or agency.

Rationale: Generally, management is in a better position to determine what
products or industries a company can and should participate in. Regulation of
the production or distribution of military supplies is, or should be, a matter
of government policy.

2.       AM policy is to vote "against" shareholder proposals regarding
         political contributions and donations.

Rationale: The Board of Directors and Management, not shareholders, should
evaluate and determine the recipients of any contributions made by the company.

3.       AM policy is to vote "against" shareholder proposals regarding
         charitable contributions and donations.

Rationale: The Board of Directors and Management, not shareholders, should
evaluate and determine the recipients of any contributions made by the company.

E.       Tobacco

1.       AM policy is to vote "against" shareholder proposals requesting
         additional standards or reporting requirements for tobacco companies as
         well as "against" requesting companies to report on the intentional
         manipulation of nicotine content.

Rationale: Where a tobacco company's actions meet the requirements of legal and
industry standards, imposing additional burdens may detrimentally effect a
company's ability to compete. The disclosure of nicotine content information
could affect the company's rights in any pending or future litigation.

2.       Shareholder requests to spin-off or restructure tobacco businesses will
         be opposed.

Rationale: These decisions are more appropriately left to the Board and
management, and not to shareholder mandate.


VIII.    Environmental Issues

AM policy is to follow management's recommended vote on CERES Principles or
other similar environmental mandates (e.g., those relating to Greenhouse gas
emissions or the use of nuclear power).

Rationale: Environmental issues are extensively regulated by outside agencies
and compliance with additional requirements often involves significant cost to
companies.


IX.      Miscellaneous Items

A.       Ratification of Auditors

AM policy is to vote "for" a) the management recommended selection of auditors
and b) proposals to require shareholder approval of auditors.

Rationale: Absent evidence that auditors have not performed their duties
adequately, support for management's nomination is warranted.

B.       Limitation of non-audit services provided by independent auditor

AM policy is to support proposals limiting non-audit fees to 50% of the
aggregate annual fees earned by the firm retained as a company's independent
auditor.

Rationale: In the wake of financial reporting problems and alleged audit
failures at a number of companies, AM supports the general principle that
companies should retain separate firms for audit and consulting services to
avoid potential conflicts of interest. However, given the protections afforded
by the recently enacted Sarbanes-Oxley Act of 2002 (which requires Audit
Committee pre-approval for non-audit services and prohibits auditors from
providing specific types of services), and the fact that some non-audit services
are legitimate audit-related services, complete separation of audit and
consulting fees may not be warranted. A reasonable limitation is appropriate to
help ensure auditor independence and it is reasonable to expect that audit fees
exceed non-audit fees.

C.       Audit firm rotation

AM policy is to support proposals seeking audit firm rotation unless the
rotation period sought is less than five years.

Rationale: While the Sarbanes-Oxley Act mandates that the lead audit partner be
switched every five years, AM believes that rotation of the actual audit firm
would provide an even stronger system of checks and balances on the audit
function.

D.       Transaction of Other Business

AM policy is to vote against "transaction of other business" proposals.

Rationale: This is a routine item to allow shareholders to raise other issues
and discuss them at the meeting. As the nature of these issues may not be
disclosed prior to the meeting, we recommend a vote against these proposals.
This protects shareholders voting by proxy (and not physically present at a
meeting) from having action taken at the meeting that they did not receive
proper notification of or sufficient opportunity to consider.

E.       Motions to Adjourn the Meeting

AM Policy is to vote against proposals to adjourn the meeting.

Rationale: Management may seek authority to adjourn the meeting if a favorable
outcome is not secured. Shareholders should already have had enough information
to make a decision. Once votes have been cast, there is no justification for
management to continue spending time and money to press shareholders for
support.

F.       Bundled Proposals

AM policy is to vote against bundled proposals if any bundled issue would
require a vote against it if proposed individually.

Rationale: Shareholders should not be forced to "take the good with the bad" in
cases where the proposals could reasonably have been submitted separately.

G.       Change of Company Name

AM policy is to support management on proposals to change the company name.

Rationale: This is generally considered a business decision for a company.

H.       Proposals Related to the Annual Meeting

AM Policy is to vote in favor of management for proposals related to the conduct
of the annual meeting (meeting time, place, etc.)

Rationale: These are considered routine administrative proposals.

I.       Reimbursement of Expenses Incurred from Candidate Nomination

AM policy is to follow management's recommended vote on shareholder proposals
related to the amending of company bylaws to provide for the reimbursement of
reasonable expenses incurred in connection with nominating one or more
candidates in a contested election of directors to the corporation's board of
directors.

Rationale: Corporations should not be liable for costs associated with
shareholder proposals for directors.

J.       Investment Company Proxies

Proxies solicited by investment companies are voted in accordance with the
recommendations of an independent third party, currently ISS. However, regarding
investment companies for which AM or an affiliate serves as investment adviser
or principal underwriter, such proxies are voted in the same proportion as the
vote of all other shareholders. Proxies solicited by master funds from feeder
funds will be voted in accordance with applicable provisions of Section 12 of
the Investment Company Act of 1940.

Investment companies, particularly closed-end investment companies, are
different from traditional operating companies. These differences may call for
differences in voting positions on the same matter. For example, AM could vote
"for" staggered boards of closed-end investment companies, although AM generally
votes "against" staggered boards for operating companies. Further, the manner in
which AM votes investment company proxies may differ from proposals for which a
AM-advised investment company solicits proxies from its shareholders. As
reflected in the Guidelines, proxies solicited by closed-end (and open-end)
investment companies are voted in accordance with the pre-determined guidelines
of an independent third-party.

Subject to participation agreements with certain Exchange Traded Funds ("ETF")
issuers that have received exemptive orders from the U.S. Securities and
Exchange Commission allowing investing DWS funds to exceed the limits set forth
in Section 12(d)(1)(A) and (B) of the Investment Company Act of 1940, DeAM will
echo vote proxies for ETFs in which Deutsche Bank holds more than 25% of
outstanding voting shares globally when required to do so by participation
agreements and SEC orders.

Note: With respect to the QP Trust (not registered under the Investment Company
Act of 1940), the Fund is not required to engage in echo voting and the
investment adviser will use these Guidelines, and may determine, with respect to
the QP Trust, to vote contrary to the positions in the Guidelines, consistent
with the Fund's best interest.


K.       International Proxy Voting

The above guidelines pertain to issuers organized in the United States, Canada
and Germany. Proxies solicited by other issuers are voted in accordance with
international guidelines or the recommendation of ISS and in accordance with
applicable law and regulation.


                      APPENDIX B -- RATINGS OF INVESTMENTS

                            COMMERCIAL PAPER RATINGS

A-1, A-2, Prime-1, Prime-2 and Duff 1, Duff 2 Commercial Paper Ratings

Commercial paper rated by Standard & Poor's Corporation has the following
characteristics: Liquidity ratios are adequate to meet cash requirements.
Long-term senior debt is rated "A" or better. The issuer has access to at least
two additional channels of borrowing. Basic earnings and cash flow have an
upward trend with allowance made for unusual circumstances. Typically, the
issuer's industry is well established and the issuer has a strong position
within the industry. The reliability and quality of management are unquestioned.
Relative strength or weakness of the above factors determine whether the
issuer's commercial paper is rated A-1, A-2 or A-3.

The ratings Prime-1 and Prime-2 are the two highest commercial paper ratings
assigned by Moody's Investors Service, Inc. Among the factors considered by them
in assigning ratings are the following: (1) evaluation of the management of the
issuer; (2) economic evaluation of the issuer's industry or industries and an
appraisal of speculative-type risks which may be inherent in certain areas; (3)
evaluation of the issuer's products in relation to competition and customer
acceptance; (4) liquidity; (5) amount and quality of long-term debt; (6) trend
of earnings over a period of ten years; (7) financial strength of a parent
company and the relationships which exist with the issuer; and (8) recognition
by the management of obligations which may be present or may arise as a result
of public interest questions and preparations to meet such obligations. Relative
strength or weakness of the above factors determines whether the issuer's
commercial paper is rated Prime-1, 2 or 3.

The rating Duff-1 is the highest commercial paper rating assigned by Duff &
Phelps Inc. Paper rated Duff-1 is regarded as having very high certainty of
timely payment with excellent liquidity factors that are supported by ample
asset protection. Risk factors are minor. Paper rated Duff-2 is regarded as
having good certainty of timely payment, good access to capital markets and
sound liquidity factors and company fundamentals. Risk factors are small.

MIG-1 and MIG-2 Municipal Notes

Moody's Investors Service, Inc.'s ratings for state and municipal notes and
other short-term loans will be designated Moody's Investment Grade (MIG). This
distinction is in recognition of the differences between short-term credit risk
and long-term risk. Factors affecting the liquidity of the borrower are
uppermost in importance in short-term borrowing, while various factors of the
first importance in bond risk are of lesser importance in the short run. Loans
designated MIG-1 are of the best quality, enjoying strong protection from
established cash flows of funds for their servicing or from established and
broad-based access to the market for refinancing, or both. Loans designated
MIG-2 are of high quality, with margins of protection ample although not so
large as in the preceding group.

STANDARD & POOR'S CORPORATION BOND RATINGS, CORPORATE BONDS

AAA. This is the highest rating assigned by Standard & Poor's Corporation to a
debt obligation and indicates an extremely strong capacity to pay principal and
interest.

AA. Bonds rated AA also qualify as high-quality debt obligations. Capacity to
pay principal and interest is very strong, and in the majority of instances they
differ from AAA issues only in small degree.

MOODY'S INVESTORS SERVICE, INC. BOND RATINGS

Aaa. Bonds which are rated Aaa are judged to be of the best quality. They carry
the smallest degree of investment risk and are generally referred to as
"gilt-edge." Interest payments are protected by a large or by an exceptionally
stable margin and principal is secure. While the various protective elements are
likely to change, such changes as can be visualized are most unlikely to impair
the fundamentally strong position of such issues.

Aa. Bonds which are rated Aa are judged to be of high quality by all standards.
Together with the Aaa group they comprise what are generally known as high-grade
bonds. They are rated lower than the best bonds because margins of protection
may not be as large as in Aaa securities or fluctuation of protective elements
may be of greater amplitude or there may be other elements present which make
the long term risks appear somewhat larger than in Aaa securities.

DUFF & PHELP'S INC. BOND RATINGS

AAA -- Highest credit quality. The risk factors are negligible, being only
slightly more than for risk-free US Treasury debt.

AA -- High credit quality. Protection factors are strong. Risk is modest but may
vary slightly from time to time because of economic conditions.







<PAGE>

                                        PART C. OTHER INFORMATION

<TABLE>
<CAPTION>
   Item 23        Exhibits
   -------        --------

<S>                  <C>                    <C>
                    (a)                     Amended and Restated Declaration of Trust, dated June 2, 2008, is
                                            incorporated by reference to Post-Effective Amendment No. 30 to the
                                            Registration Statement.

                    (b)                     By-laws of the Registrant, dated April 1, 2008, are incorporated by
                                            reference to Post-Effective Amendment No. 30 to the Registration Statement.

                    (c)           (1)       Text of Share Certificate is incorporated by reference to Post-Effective
                                            Amendment No. 7 to the Registration Statement.

                                  (2)       Amended and Restated Establishment and Designation of Series and Classes of
                                            Shares of Beneficial Interest, Without Par Value, dated January 22, 2009, is
                                            incorporated by reference to Post-Effective Amendment No. 31 to the
                                            Registration Statement.

                                  (3)       Amended and Restated Establishment and Designation of Series and Classes of
                                            Shares of Beneficial Interest, Without Par Value, dated July 15, 2009, is
                                            incorporated by reference to Post-Effective Amendment No. 31 to the
                                            Registration Statement.

                    (d)                     Amended and Restated Investment Management Agreement, dated May 1, 2008, is
                                            incorporated by reference to Post-Effective Amendment No. 30 to the
                                            Registration Statement.

                    (e)           (1)       Underwriting and Distribution Services Agreement between the Registrant and
                                            Scudder Distributors, Inc., dated April 5, 2002, incorporated by reference
                                            to Post-Effective Amendment No. 22 to the Registration Statement.

                                  (2)       Form of Selling Group Agreement is incorporated by reference to
                                            Post-Effective Amendment No. 7 to the Registration Statement.

                    (f)                     Not applicable.

                    (g)                     Master Custodian Agreement between the Registrant, and State Street Bank and
                                            Trust Company, dated November 17, 2008, is incorporated by reference to
                                            Post-Effective Amendment No. 31 to the Registration Statement.

                    (h)           (1)       Agency Agreement, dated April 1, 2007, between the Registrant and DWS
                                            Scudder Investments Service Company, is incorporated by reference to
                                            Post-Effective Amendment No. 29 to the Registration Statement.

                                  (2)       Administration and Shareholder Services Agreement, dated October 1, 1991, is
                                            incorporated by reference to Post-Effective Amendment No. 7 to the
                                            Registration Statement.

                                  (3)       Amendment to Administration and Shareholder Services Agreement, dated
                                            December 1, 1993, is incorporated by reference to Post-Effective Amendment
                                            No. 7 to the Registration Statement.



                                       3
<PAGE>

                                  (4)       Assignment and Assumption Agreement, dated February 1, 1995, is incorporated
                                            by reference to Post-Effective Amendment No. 7 to the Registration Statement.

                                  (5)       Administration and Shareholder Services Agreement on behalf of the Treasury
                                            Portfolio Premier Money Market Shares, dated November 30, 1999, is
                                            incorporated by reference to Post-Effective Amendment No. 17 to the
                                            Registration Statement.

                                  (6)       Amended and Restated Administration and Shareholder Services Agreement
                                            between the Registrant, on behalf of Treasury Portfolio Service Shares, and
                                            Kemper Distributors, Inc, dated January 24, 2000, is incorporated by
                                            reference to Post-Effective Amendment No. 17 to the Registration Statement.

                                  (7)       Supplement to Services Agreement on behalf of Treasury Portfolio, dated
                                            January 1, 1999, is incorporated by reference to Post-Effective Amendment
                                            No. 19 to the Registration Statement.

                                  (8)       Shareholder Services Agreement between the Registrant and Scudder
                                            Distributors, Inc., dated July 1, 2001, is incorporated by reference to
                                            Post-Effective Amendment No. 21 to the Registration Statement.

                                  (9)       Letters of Indemnity to the Scudder Funds dated September 10, 2004; and
                                            Letter of Indemnity to the Independent Directors/Trustees dated
                                            September 10, 2004, incorporated by reference to Post-Effective Amendment
                                            No. 25 to the Registration Statement.

                                  (10)      Administration and Shareholder Services Agreement between the Registrant, on
                                            behalf of the Treasury Portfolio -- Investment Class and DWS Scudder
                                            Distributors, Inc., dated May 21, 2007, is incorporated by reference to
                                            Post-Effective Amendment No. 29 to the Registration Statement.

                                  (11)      Form of Mutual Fund Rule 22c-2 Information Sharing Agreement between DWS
                                            Scudder Distributors, Inc. and certain financial intermediaries is filed
                                            herein.

                                  (12)      Amended and Restated Administrative Services Agreement between the
                                            Registrant, on its behalf and on behalf of Treasury Portfolio, and Deutsche
                                            Investment Management Americas Inc., dated October 1, 2008, is incorporated
                                            by reference to Post-Effective Amendment No. 31 to the Registration
                                            Statement.

                                  (13)      Form of Expense Limitation Agreement, dated October 1, 2007, between the
                                            Registrant and Deutsche Investment Management Americas Inc. is filed herein.

                    (i)           (1)       Legal Opinion of Counsel is incorporated by reference to Post-Effective
                                            Amendment No. 22 to the Registration Statement.

                                  (2)       Legal Opinion of Counsel on behalf of the DWS U.S. Treasury Money Fund Class
                                            S Shares and Investment Class Shares of Treasury Portfolio is incorporated
                                            by reference to Post-Effective Amendment No. 28 to the Registration
                                            Statement.

                    (j)                     Not applicable.



                                       4
<PAGE>

                    (k)                     Not applicable.

                    (l)                     Not applicable.

                    (m)           (1)       12b-1 Plan between the Registrant, on behalf of the Treasury Portfolio -
                                            Premier Money Market Shares is incorporated by reference to Post-Effective
                                            Amendment No. 17 to the Registration Statement.

                                  (2)       12b-1 Plan between the Registrant, on behalf of the Treasury Portfolio --
                                            Investment Class, dated May 21, 2007 incorporated by reference to
                                            Post-Effective Amendment No. 29 to the Registration Statement.

                    (n)                     Amended and Restated Multi-Distribution System Plan - Rule 18f-3 Plan, on
                                            behalf of the Treasury Portfolio, dated March 11, 2009, is incorporated by
                                            reference to Post-Effective Amendment No. 31 to the Registration Statement.

                    (p)           (1)       Code of Ethics for Deutsche Asset Management-U.S., dated January 1, 2009, is
                                            incorporated by reference to Post-Effective Amendment No. 31 to the
                                            Registration Statement.

                                  (2)       Consolidated Fund Code of Ethics, dated March 14, 2006, is incorporated by
                                            reference to Post-Effective Amendment No. 27 to the Registration Statement.
</TABLE>


Item 24           Persons Controlled by or under Common Control with Fund
-------           -------------------------------------------------------

                  None

Item 25           Indemnification
-------           ---------------

                  Article IV of the Registrant's Amended and Restated
                  Declaration of Trust (Exhibit (a) hereto, which is
                  incorporated herein by reference) provides in effect that the
                  Registrant will indemnify its officers and trustees under
                  certain circumstances. However, in accordance with Section
                  17(h) and 17(i) of the Investment Company Act of 1940 and its
                  own terms, said Article of the Amended and Restated
                  Declaration of Trust does not protect any person against any
                  liability to the Registrant or its shareholders to which such
                  Trustee would otherwise be subject by reason of willful
                  misfeasance, bad faith, gross negligence, or reckless
                  disregard of the duties involved in the conduct of his or her
                  office.

                  Each of the trustees who is not an "interested person" (as
                  defined under the Investment Company Act of 1940) of
                  Registrant (a "Non-interested Trustee") has entered into an
                  indemnification agreement with Registrant, which agreement
                  provides that the Registrant shall indemnify the
                  Non-interested Trustee against certain liabilities which such
                  Trustee may incur while acting in the capacity as a trustee,
                  officer or employee of the Registrant to the fullest extent
                  permitted by law, now or in the future, and requires
                  indemnification and advancement of expenses unless prohibited
                  by law. The indemnification agreement cannot be altered
                  without the consent of the Non-interested Trustee and is not
                  affected by amendment of the Amended and Restated Declaration
                  of Trust. In addition, the indemnification agreement adopts
                  certain presumptions and procedures which may make the process
                  of indemnification and advancement of expenses, more timely,
                  efficient and certain. In accordance with Section 17(h) of the
                  Investment Company Act of 1940, the indemnification agreement
                  does not protect a Non-interested Trustee against any
                  liability to the Registrant or its shareholders to which such
                  Trustee would otherwise be subject by reason of willful
                  misfeasance, bad faith, gross negligence, or reckless
                  disregard of the duties involved in the conduct of his or her
                  office.

                  The Registrant has purchased insurance policies insuring its
                  officers and trustees against certain liabilities which such
                  officers and trustees may incur while acting in such
                  capacities and providing


                                       5
<PAGE>

                  reimbursement to the Registrant for sums which it may be
                  permitted or required to pay to its officers and trustees by
                  way of indemnification against such liabilities, subject to
                  certain deductibles.

                  On April 5, 2002, Zurich Scudder Investments, Inc.
                  ("Scudder"), the investment adviser, now known as Deutsche
                  Investment Management Americas Inc., was acquired by Deutsche
                  Bank AG, not including certain U.K. Operations (the
                  "Transaction"). In connection with the Trustees' evaluation of
                  the Transaction, Deutsche Bank agreed to indemnify, defend and
                  hold harmless Registrant and the trustees who were not
                  "interested persons" of Scudder, Deutsche Bank or Registrant
                  (the "Independent Trustees") for and against any liability and
                  claims and expenses based upon or arising from, whether in
                  whole or in part, or directly or indirectly, any untrue
                  statement or alleged untrue statement of a material fact made
                  to the Independent Trustees by Deutsche Bank in connection
                  with the Independent Trustees' consideration of the
                  Transaction, or any omission or alleged omission of a material
                  fact necessary in order to make statements made, in light of
                  the circumstances under which they were made, not misleading.

                  Deutsche Investment Management Americas Inc. ("DIMA"), the
                  investment advisor, has agreed, subject to applicable law and
                  regulation, to indemnify and hold harmless the Registrant
                  against any loss, damage, liability and expense, including,
                  without limitation, the advancement and payment, as incurred,
                  of reasonable fees and expenses of counsel (including counsel
                  to the Registrant and counsel to the Non-interested Trustees)
                  and consultants, whether retained by the Registrant or the
                  Non-interested Trustees, and other customary costs and
                  expenses incurred by the Registrant in connection with any
                  litigation or regulatory action related to possible improper
                  market timing or other improper trading activity or possible
                  improper marketing and sales activity in the Registrant
                  ("Private Litigation and Enforcement Actions"). In the event
                  that this indemnification is unavailable to the Registrant for
                  any reason, then DIMA has agreed to contribute to the amount
                  paid or payable by the Registrant as a result of any loss,
                  damage, liability or expense in such proportion as is
                  appropriate to reflect the relative fault of DIMA and the
                  Registrant with respect to the matters which resulted in such
                  loss, damage, liability or expense, as well as any other
                  relevant equitable considerations; provided, however, if no
                  final determination is made in such action or proceeding as to
                  the relative fault of DIMA and the Registrant, then DIMA shall
                  pay the entire amount of such loss, damage, liability or
                  expense.

                  In recognition of its undertaking to indemnify the Registrant,
                  DIMA has also agreed, subject to applicable law and
                  regulation, to indemnify and hold harmless each of the
                  Non-interested Trustees against any and all loss, damage,
                  liability and expense, including without limitation the
                  advancement and payment as incurred of reasonable fees and
                  expenses of counsel and consultants, and other customary costs
                  and expenses incurred by the Non-interested Trustees, arising
                  from the Private Litigation and Enforcement, including without
                  limitation:

                  1.       all reasonable legal and other expenses incurred by
                           the Non-interested Trustees in connection with the
                           Private Litigation and Enforcement Actions, and any
                           actions that may be threatened or commenced in the
                           future by any person (including any governmental
                           authority), arising from or similar to the matters
                           alleged in the Private Litigation and Enforcement
                           Actions, including without limitation expenses
                           related to the defense of, service as a witness in,
                           or monitoring of such proceedings or actions;

                  2.       all liabilities and expenses incurred by any
                           Non-interested Trustee in connection with any
                           judgment resulting from, or settlement of, any such
                           proceeding, action or matter;

                  3.       any loss or expense incurred by any Non-interested
                           Trustee as a result of the denial of, or dispute
                           about, any insurance claim under, or actual or
                           purported rescission or termination of, any policy of
                           insurance arranged by DIMA (or by a representative of
                           DIMA acting as such, acting as a representative of
                           the Registrant or of the Non-interested Trustees or
                           acting otherwise) for the benefit of the
                           Non-interested Trustee, to the extent that such
                           denial, dispute or rescission is based in whole or in
                           part upon any alleged misrepresentation made in the


                                       6
<PAGE>

                           application for such policy or any other alleged
                           improper conduct on the part of DIMA, any of its
                           corporate affiliates, or any of their directors,
                           officers or employees;

                  4.       any loss or expense incurred by any Non-interested
                           Trustee, whether or not such loss or expense is
                           otherwise covered under the terms of a policy of
                           insurance, but for which the Non-interested Trustee
                           is unable to obtain advancement of expenses or
                           indemnification under that policy of insurance, due
                           to the exhaustion of policy limits which is due in
                           whole or in part to DIMA or any affiliate thereof
                           having received advancement of expenses or
                           indemnification under that policy for or with respect
                           to a matter which is the subject of the
                           indemnification agreement; provided, however, the
                           total amount which DIMA will be obligated to pay
                           under this provision for all loss or expense, will
                           not exceed the amount that DIMA and any of its
                           affiliate actually receive under that policy or
                           insurance for or with respect to a matter which is
                           the subject of the indemnification agreement; and

                  5.       all liabilities and expenses incurred by any
                           Non-interested Trustee in connection with any
                           proceeding or action to enforce his or her rights
                           under the agreement, unless DIMA prevails on the
                           merits of any such dispute in a final, nonappealable
                           court order.

                  DIMA is not required to pay costs or expenses or provide
                  indemnification to or for any individual Non-interested
                  Trustee (i) with respect to any particular proceeding or
                  action as to which the Board of the Registrant has determined
                  that such Non-interested Trustee ultimately will not be
                  entitled to indemnification with respect thereto, or (ii) for
                  any liability of the Non-interested Trustee to the Registrant
                  or its shareholders to which such Non-interested Trustee would
                  otherwise be subject by reason of willful misfeasance, bad
                  faith, gross negligence, or reckless disregard of the
                  Non-interested Trustee's duties as a Trustee of the Registrant
                  as determined in a final adjudication in such proceeding or
                  action. In addition, to the extent that Deutsche Asset
                  Management has paid costs or expenses under the agreement to
                  any individual Non-interested Trustee with respect to a
                  particular proceeding or action, and there is a final
                  adjudication in such proceeding or action of the
                  Non-interested Trustee's liability to the Registrant or its
                  shareholders by reason of willful misfeasance, bad faith,
                  gross negligence, or reckless disregard of the Non-interested
                  Trustee's duties as a Trustee of the Registrant, such
                  Non-interested Trustee has undertaken to repay such costs or
                  expenses to DIMA.

Item 26           Business and Other Connections of Investment Advisor
-------           ----------------------------------------------------

                  During the last two fiscal years, no director or officer of
                  Deutsche Investment Management Americas Inc., the investment
                  advisor, has engaged in any other business, profession,
                  vocation or employment of a substantial nature other than that
                  of the business of investment management and, through
                  affiliates, investment banking.

Item 27           Principal Underwriters
-------           ----------------------

                  (a)

                  DWS Investments Distributors, Inc. acts as principal
                  underwriter of the Registrant's shares and acts as principal
                  underwriter for registered open-end management investment
                  companies other funds managed by Deutsche Investment
                  Management Americas Inc.



                                       7
<PAGE>

                  (b)

                  Information on the officers and directors of DWS Investments
                  Distributors, Inc., principal underwriter for the Registrant,
                  is set forth below. The principal business address is 222
                  South Riverside Plaza, Chicago, Illinois 60606.

<TABLE>
<CAPTION>
                      (1)                             (2)                                  (3)
          DWS Investments
          Distributors, Inc.
          Name and Principal             Positions and Offices with               Positions and
          Business Address               DWS Investments Distributors, Inc.       Offices with Registrant
          ----------------               ----------------------------------       -----------------------

<S>       <C>                            <C>                                      <C>
          Michael J. Woods               Director, Chairman of the Board and      None
          345 Park Avenue                CEO
          New York, NY 10154

          Michael Colon                  Director and Chief Operating Officer     None
          345 Park Avenue
          New York, NY 10154

          Thomas Winnick                 Director and President                   None
          345 Park Avenue
          New York, NY 10154

          Cliff Goldstein                Chief Financial Officer and Treasurer    None
          100 Plaza One
          Jersey City, NJ 07311

          Paul Schubert                  Vice President                           Chief Financial Officer
          345 Park Avenue                                                         and Treasurer
          New York, NY 10154

          Donna White                    Chief Compliance Officer                 None
          280 Park Avenue
          New York, NY 10017

          Jason Vazquez                  Vice President and AML Compliance        AML Compliance Officer
          280 Park Avenue                Officer
          New York, NY 10017

          Caroline Pearson               Secretary                                Assistant Secretary
          One Beacon Street
          Boston, MA 02108

          Philip J. Collora              Assistant Secretary                      None
          222 South Riverside Plaza
          Chicago, IL 60606

          Patricia DeFilippis            Assistant Secretary                      None
          280 Park Avenue
          New York, NY 10017



                                       8
<PAGE>

                      (1)                             (2)                                  (3)
          DWS Investments
          Distributors, Inc.
          Name and Principal             Positions and Offices with               Positions and
          Business Address               DWS Investments Distributors, Inc.       Offices with Registrant
          ----------------               ----------------------------------       -----------------------

          Anjie LaRocca                  Assistant Secretary                      None
          280 Park Avenue
          New York, NY 10017
</TABLE>


         (c)      Not applicable


Item 28           Location of Accounts and Records
-------           --------------------------------

                  Accounts, books and other documents are maintained at the
                  offices of the Registrant, the offices of Registrant's
                  investment adviser, Deutsche Investment Management Americas
                  Inc., 345 Park Avenue, New York, NY 10154, at the offices of
                  the Registrant's principal underwriter, DWS Investments
                  Distributors, Inc., 222 South Riverside Plaza, Chicago,
                  Illinois 60606 or, in the case of records concerning custodial
                  functions or transfer agency functions, at the offices of the
                  custodian, State Street Bank and Trust Company, Lafayette
                  Corporate Center, 2 Avenue De Lafayette, Boston, Massachusetts
                  02111or, in the case of records concerning transfer agency
                  functions, at the offices of DST Systems, Inc., 127 West 10th
                  Street, Kansas City, MO 64105 and of the shareholder service
                  agent, DWS Investments Service Company, 210 West 10th Street,
                  Kansas City, Missouri 64105.

Item 29           Management Services
-------           -------------------

                  Not applicable.

Item 30           Undertakings
-------           ------------

                  Not applicable.



                                       9
<PAGE>

                                   SIGNATURES
                                   ----------

         Pursuant to the requirements of the Securities Act of 1933 and the
Investment Company Act of 1940, the Registrant has duly caused this amendment to
its Registration Statement to be signed on its behalf by the undersigned,
thereto duly authorized, in the City of New York and the State of New York on
the 27th day of August 2009.

                                     INVESTORS CASH TRUST

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

         Pursuant to the requirements of the Securities Act of 1933, this
Post-Effective Amendment to its Registration Statement has been signed below by
the following persons in the capacities and on the dates indicated:

<TABLE>
<CAPTION>
 SIGNATURE                                  TITLE                                        DATE
 ---------                                  -----                                        ----

<S>                                         <C>                                          <C>
 /s/Michael G. Clark
 -------------------------------------
 Michael G. Clark*                          President                                    August 27, 2009

 /s/Paul H. Schubert
 -------------------------------------
 Paul H. Schubert                           Chief Financial Officer and Treasurer        August 27, 2009

 /s/John W. Ballantine
 -------------------------------------
 John W. Ballantine*                        Trustee                                      August 27, 2009

 /s/Henry P. Becton, Jr.
 -------------------------------------
 Henry P. Becton, Jr.*                      Trustee                                      August 27, 2009

  /s/Dawn-Marie Driscoll
 -------------------------------------
 Dawn-Marie Driscoll*                       Trustee                                      August 27, 2009

 /s/Keith R. Fox
 -------------------------------------
 Keith R. Fox*                              Trustee                                      August 27, 2009

 /s/Paul K. Freeman
 -------------------------------------
 Paul K. Freeman*                           Chairperson and Trustee                      August 27, 2009

 /s/Kenneth C. Froewiss
 -------------------------------------
 Kenneth C. Froewiss*                       Trustee                                      August 27, 2009

 /s/Richard J. Herring
 -------------------------------------
 Richard J. Herring*                        Trustee                                      August 27, 2009

 /s/William McClayton
 -------------------------------------
 William McClayton*                         Trustee                                      August 27, 2009

 /s/Rebecca W. Rimel
 -------------------------------------
 Rebecca W. Rimel*                          Trustee                                      August 27, 2009

 /s/William N. Searcy, Jr.
 -------------------------------------
 William N. Searcy, Jr.*                    Trustee                                      August 27, 2009



<PAGE>

 SIGNATURE                                  TITLE                                        DATE
 ---------                                  -----                                        ----

 /s/Jean Gleason Stromberg
 -------------------------------------
 Jean Gleason Stromberg*                    Trustee                                      August 27, 2009

 /s/Robert H. Wadsworth
 -------------------------------------
 Robert H. Wadsworth*                       Trustee                                      August 27, 2009

 /s/Axel Schwarzer
 -------------------------------------
 Axel Schwarzer*                            Trustee                                      August 27, 2009

*By:     /s/Caroline Pearson
         -----------------------------
         Caroline Pearson**
         Assistant Secretary
</TABLE>


**       Attorney-in-fact pursuant to the powers of attorney as contained in and
         incorporated by reference to Post Effective Amendment No. 30 to the
         Registration Statement, as filed on July 29, 2008 and Post-Effective
         Amendment No. 31 to the Registration Statement as filed on July 29,
         2009.


                                       2
<PAGE>

                                                      1933 Act File No. 33-34645
                                                     1940 Act File No. 811-06103



                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549



                                    EXHIBITS

                                       TO

                                    FORM N-1A

                         POST-EFFECTIVE AMENDMENT NO. 32
                            TO REGISTRATION STATEMENT

                                      UNDER

                           THE SECURITIES ACT OF 1933

                                       AND

                                AMENDMENT NO. 34

                            TO REGISTRATION STATEMENT

                                      UNDER

                       THE INVESTMENT COMPANY ACT OF 1940



                              INVESTORS CASH TRUST



                                       10
<PAGE>

                              INVESTORS CASH TRUST

                                  EXHIBIT INDEX
                                  -------------


                                     (h)(11)
                                     (h)(13)




                                       11