SUPPLEMENT TO THE CURRENTLY EFFECTIVE PROSPECTUSES

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


Cash Account Trust                      DWS Money Market Prime Series
   Government & Agency                  DWS Money Market Series
     Securities Portfolio               Investors Cash Trust
   Money Market Portfolio                  Treasury Portfolio
   Tax-Exempt Portfolio                 NY Tax Free Money Fund
Cash Management Fund Institutional      Tax-Exempt California Money Market Fund
Cash Reserve Fund, Inc.                 Tax Free Money Fund Investment
   Prime Series
Cash Reserves Fund Institutional

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

The following information supplements similar disclosure regarding the schedule
for posting portfolio holdings in the "Other Policies and Risks -- For more
information" section of each fund's/portfolio's prospectuses:

Given current market conditions, a complete list of the fund's/portfolio's
portfolio holdings is posted daily on either www.dws-investments.com or
www.moneyfunds.deam-us.db.com as of the end of the previous business day. The
frequency of posting portfolio holdings may be changed at any time.












               Please Retain This Supplement for Future Reference




                                                                     [Logo]DWS
                                                                   INVESTMENTS
                                                           Deutsche Bank Group
October 27, 2008
MONEY-3603
<PAGE>



               SUPPLEMENT TO THE CURRENTLY EFFECTIVE PROSPECTUSES

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


Cash Account Trust                       DWS Money Market Prime Series
   Government & Agency                   DWS Money Market Series
     Securities Portfolio                Investors Cash Trust
   Money Market Portfolio                   Treasury Portfolio
   Tax-Exempt Portfolio                  NY Tax Free Money Fund
Cash Management Fund Institutional       Tax-Exempt California Money Market Fund
Cash Reserve Fund, Inc.                  Tax Free Money Fund Investment
   Prime Series
Cash Reserves Fund Institutional

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

Important Information Regarding Each of the Above-Noted Funds/Portfolios

The U.S. Department of the Treasury (the "Treasury") has established a Temporary
Guarantee Program for Money Market Funds (the "Program"). The Fund/Portfolio has
applied to participate in the Program. The Fund's/Portfolio's participation in
the Program is not certain until the Treasury reviews and accepts the
Fund's/Portfolio's application materials.

The Program is designed to protect the value of accounts in the Fund/Portfolio
as of the close of business on September 19, 2008. According to the terms of the
Program, any investment made by a shareholder after September 19, 2008 in excess
of the amount held in the account as of the close of business on that date will
not be covered by the Program. Any purchase of shares of the Fund's/Portfolio's
for an account opened after September 19, 2008 will also not be covered under
the Program. The Program guarantee will apply to the lesser of (i) the number of
shares held in an account as of the close of business on September 19, 2008, or
(ii) the number of shares held in the account on the date the Program guarantee
is triggered. Subject to certain conditions and limitations, the Program
guarantee is triggered if the Fund's/Portfolio's net asset value per share




                                                                     [Logo]DWS
                                                                   INVESTMENTS
                                                           Deutsche Bank Group

October 16, 2008
MONEY-3602

<PAGE>

falls below $0.995 -- which is commonly referred to as "breaking the buck" --
and the Fund/Portfolio is liquidated. Guarantee payments under the Program will
not exceed the amount available within the Treasury's Exchange Stabilization
Fund ("ESF") on the date of payment. As of the date of this supplement, ESF
assets are approximately $50 billion. The Treasury and the Secretary of the
Treasury have the authority to use assets from the ESF for purposes other than
those of the Program.

The Fund/Portfolio will bear the expenses of participating in the Program. The
Program is set to terminate on December 18, 2008, unless extended by the
Treasury. The Treasury may extend the program through the close of business on
September 18, 2009. If the Program is extended beyond December 18, 2008, the
Fund/Portfolio would need to pay an additional fee and there can be no
assurances that the Fund/Portfolio will continue to participate.

Neither this prospectus supplement, the above-referenced prospectuses, DWS Funds
nor Deutsche Investment Management Americas Inc., the Fund's investment advisor,
are in any manner approved, endorsed, sponsored or authorized by the Treasury.
As of the date of this prospectus supplement, additional information about the
Program, including the consequences of the Fund's/Portfolio's triggering the
Program guarantee, is available at http://www.ustreas.gov.











               Please Retain This Supplement for Future Reference




October 16, 2008
MONEY-3602



                                       2
<PAGE>

                                DECEMBER 1, 2008







                                   PROSPECTUS

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

                             DWS MONEY MARKET FUND

                         DWS MONEY MARKET PRIME SERIES

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


                                     RESHAPING INVESTING. [DWS INVESTMENTS LOGO]
                                                             Deutsche Bank Group


<PAGE>

CONTENTS




<TABLE>
<S>      <C>
HOW THE FUND WORKS
  4      The Fund's Main Investment
         Strategy
  6      The Main Risks of Investing in
         the Fund
  9      The Fund's Performance
         History
 10      How Much Investors Pay
 11      Other Policies
 12      Who Manages and Oversees
         the Fund
 14      Financial Highlights


</TABLE>
<TABLE>
<S>      <C>
HOW TO INVEST IN THE FUND
 16      How to Buy Shares
 17      How to Exchange or Sell
         Shares
 18      Policies You Should Know
         About
 29      Understanding Distributions
         and Taxes
 31      Appendix
</TABLE>

<PAGE>

HOW THE FUND WORKS

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

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

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

The fund is a money fund and seeks to maintain a stable $1.00 share price to
preserve the value of your investment.

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


<TABLE>
<S>                                  <C>
                                     DWS Money Market
                                     Fund
  ticker symbol                      KMMXX
    fund number                      006

    DWS MONEY MARKET PRIME SERIES


</TABLE>

            THE FUND'S MAIN INVESTMENT STRATEGY

            The fund seeks maximum current income to the extent
            consistent with stability of principal.

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

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

            While the fund's Advisor gives priority to earning income and
            maintaining the value of the fund's principal at $1.00 per share,
            all money market instruments, including US government obligations,
            can change in value when interest rates change or an issuer's
            creditworthiness changes.

            The fund maintains a dollar-weighted average maturity of 90 days or
            less. The fund is managed in accordance with Rule 2a-7 under the
               Investment Company Act of 1940, as amended.

            The fund follows policies designed to maintain a stable share
            price:

            -  Fund securities are valued 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.


4 | DWS Money Market Prime Series
<PAGE>

               - 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;

               - 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
               certificates of deposit, euro-time deposits, commercial paper
               (including asset-backed commercial paper), notes, funding
               agreements and US government 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.

                                              DWS Money Market Prime Series  | 5
<PAGE>

            Under normal market conditions the fund will invest more than 25%
            of its total assets in the obligations of banks and other financial
            institutions.

            The fund may invest up to 10% of its total assets in other money
            market mutual funds in accordance with applicable regulations.

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

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


            THE MAIN RISKS OF INVESTING IN THE FUND

            There are several risk factors that could reduce the yield you get
            from the fund 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. To
            minimize such price fluctuations, the fund limits the
            dollar-weighted average maturity of the securities held by the fund
            to 90 days or less. 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


6 | DWS Money Market Prime Series
<PAGE>

            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, 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.

            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.

            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.


                                              DWS Money Market Prime Series  | 7
<PAGE>

            CONCENTRATION RISK. Because the fund will invest more than 25% of
            its total assets in the obligations of banks and other financial
            institutions, it may be vulnerable to setbacks in that industry.
            Banks and other financial institutions are highly dependent on
            short-term interest rates and can be adversely affected by
            downturns in the US and foreign economies or changes in banking
            regulations.

            PREPAYMENT RISK. A bond issuer, such as an issuer of asset-backed
            securities, may retain the right to pay off a high yielding bond
            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 bond issuers usually pay a premium for the right
            to pay off bonds early.

            FOREIGN INVESTMENT RISK. The fund may invest in money market
            instruments 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.

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

            An investment in the fund is not insured or guaranteed by the FDIC
            or any other government agency. Although the fund seeks to preserve
            the value of your investment at $1.00 per share, this share price
            isn't guaranteed and you could lose money by investing in the fund.



8 | DWS Money Market Prime Series
<PAGE>

THE FUND'S PERFORMANCE HISTORY

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

The bar chart shows how the performance of the fund has varied from year to
year, which may give some idea of risk. The table shows how the fund's returns
over different periods average out. The "total return" of a fund is the change
in the value of an investment in the fund over a given period. Average annual
returns are calculated by averaging the year-by-year returns of the fund over a
given period. All figures include the effects of the fund's expenses and assume
reinvestment of dividends and distributions. As always, past performance is no
guarantee of future results.

The 7-DAY YIELD, which is often referred to as the "current yield," is the
income generated by the fund over a seven-day period. This amount is then
annualized, which means that we assume the fund generates the same income every
week for a year. To learn the current yield, investors may call (800) 621-1048.


DWS Money Market Prime Series

ANNUAL TOTAL RETURN (%) AS OF 12/31 EACH YEAR - DWS Money Market Fund

[BAR GRAPHIC OMITTED HERE]

[BAR GRAPHIC DATA]

<TABLE>
<S>       <C>       <C>       <C>       <C>       <C>       <C>       <C>       <C>       <C>
5.27      4.97      6.26      3.91      1.49      0.81      0.96      2.87      4.71      5.06
1998      1999      2000      2001      2002      2003      2004      2005      2006      2007
</TABLE>





<TABLE>
<CAPTION>
2008 TOTAL RETURN AS OF SEPTEMBER 30: 2.14%
<S>                                         <C>
FOR THE PERIODS INCLUDED IN THE BAR CHART:
BEST QUARTER: 1.60%, Q3 2000                WORST QUARTER: 0.17%, Q4 2003
</TABLE>


AVERAGE ANNUAL TOTAL RETURNS (%) as of 12/31/2007



<TABLE>
<CAPTION>
      1 YEAR           5 YEARS      10 YEARS
<S>                   <C>          <C>
       5.06              2.87         3.61
</TABLE>


 Total return for 2001 includes the effect of a voluntary capital contribution
 from the Advisor. Without this contribution, the total returns would have been
 lower. In addition, total returns would have been lower if operating expenses
 hadn't been reduced.

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


                                              DWS Money Market Prime Series  | 9
<PAGE>

HOW MUCH INVESTORS PAY

The fund's DWS Money Market Fund shares have no sales charges or other
shareholder fees. The DWS Money Market Fund shares do have annual operating
expenses, and as a shareholder you pay them indirectly. The fee table describes
the expenses you may pay if you buy and hold DWS Money Market Fund shares of
this fund.


<TABLE>
<CAPTION>
FEE TABLE                                      DWS MONEY MARKET FUND
<S>                                       <C>
 SHAREHOLDER FEES, paid directly from
 your investment                                       None
______________________________________

 ANNUAL OPERATING EXPENSES, deducted from fund assets
_____________________________________________________________________________
 Management Fee                                         0.16%
 Distribution/Service (12b-1) Fee                       None
 Other Expenses 1                                       0.25
 TOTAL ANNUAL OPERATING EXPENSES 2                      0.41
</TABLE>


 1   "Other expenses" are based on estimated amounts for the current fiscal
     year. Actual expenses may be different. "Other Expenses" include an
     administrative services fee paid to the Advisor in the amount of 0.10%.


 2   Through March 9, 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 0.47% for DWS Money Market Fund shares, excluding
     certain expenses such as extraordinary expenses, taxes, brokerage, and
     interest.

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


<TABLE>
<CAPTION>
EXAMPLE            1 YEAR      3 YEARS      5 YEARS      10 YEARS
<S>               <C>         <C>          <C>          <C>
 DWS Money
 Market Fund         $42         $132         $230         $518
</TABLE>



10 | DWS Money Market Prime Series
<PAGE>

OTHER POLICIES

           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.dws-investments.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.dws-investments.com. The posted portfolio holdings
           information is available by fund and generally remains accessible at
           least until the date on which the fund files its Form N-CSR or N-Q
           with the Securities and Exchange Commission for the period that
           includes the date as of which the posted information is current. The
           fund 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  | 11
<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 receives a management fee from the fund.
           Below is the actual rate paid by the fund for the most recent fiscal
           year, as a percentage of the fund's average daily net assets.


<TABLE>
<CAPTION>
FUND NAME                                      FEE PAID
<S>                                           <C>
  DWS Money Market Prime Series                  0.24%
</TABLE>



12 | Who Manages and Oversees the Fund
<PAGE>

           On March 31, 2008, shareholders of the fund approved an amended and
           restated investment management agreement (an "Amended Management
           Agreement") with the Advisor. Pursuant to the Amended Management
           Agreement, the Advisor provides continuous investment management of
           the assets of the fund.

           Effective May 1, 2008, the fund pays the Advisor under the Amended
           Management Agreement a fee, calculated daily and paid monthly, at
           the annual rate of 0.400% of the fund's average daily net assets up
           to $215 million, 0.275% of the next $335 million, 0.200% of the next
           $250 million, 0.150% of the next $800 million, 0.140% of the next
           $800 million, 0.130% of the next $800 million and 0.120% thereafter.


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

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


           The portfolio managers

           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  | 13
<PAGE>

FINANCIAL HIGHLIGHTS

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

DWS Money Market Prime Series - DWS Money Market Fund


<TABLE>
<CAPTION>
YEARS ENDED JULY 31,                2008            2007           2006           2005           2004
<S>                            <C>              <C>            <C>            <C>            <C>
SELECTED PER SHARE DATA
------------------------------------------------------------------------------------------------------------
NET ASSET VALUE, BEGINNING
OF PERIOD                         $  1.00        $   1.00       $   1.00       $   1.00       $   1.00
---------------------------       -------        --------       --------       --------       --------
  Net investment income               .038            .050           .040           .019           .007
___________________________       ________       _________      _________      _________      _________
  Distributions from net
  investment income                ( .038)        (  .050)       (  .040)       (  .019)       (  .007)
---------------------------       --------       ---------      ---------      ---------      ---------
NET ASSET VALUE, END OF
PERIOD                            $  1.00        $   1.00       $   1.00       $   1.00       $   1.00
---------------------------       --------       ---------      ---------      ---------      ---------
Total Return (%)                     3.84 a          5.09           4.04           1.95            .71
---------------------------       --------       ---------      ---------      ---------      ---------

RATIOS TO AVERAGE NET ASSETS AND SUPPLEMENTAL DATA
------------------------------------------------------------------------------------------------------------
Net assets, end of period
($ millions)                        3,430           3,596          3,399          3,392          3,432
____________________________      ________       _________      _________      _________      _________
Ratio of expenses before
expense reductions (%)                .43             .40            .44            .48            .43
____________________________      ________       _________      _________      _________      _________
Ratio of expenses after
expense reductions (%)                .42             .40            .44            .48            .43
____________________________      ________       _________      _________      _________      _________
Ratio of net investment
income (%)                           3.79            4.98           3.97           1.91            .72
----------------------------      --------       ---------      ---------      ---------      ---------
</TABLE>


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

14 | Financial Highlights
<PAGE>

HOW TO INVEST IN THE FUND

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

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

Different terms also apply to investors who elect the DWS MoneyPLUS Account(SM)
feature. Check your informational brochure or your account services guide.

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

<PAGE>

How to BUY Shares



<TABLE>
<CAPTION>
 FIRST INVESTMENT                               ADDITIONAL INVESTMENTS
<S>                                            <C>
 $1,000 or more for regular accounts           $50 or more for regular accounts and
 $500 or more for IRAs                         IRA accounts
 $10,000 or more for a DWS MoneyPLUS           $50 or more with an Automatic
 Account(SM), if elected                       Investment Plan
 $500 or more with an Automatic
 Investment Plan ($1,500 a month for a
 DWS MoneyPLUS AccountSM, if
 elected)

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

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

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

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

 WITH AN AUTOMATIC INVESTMENT PLAN
 -  Fill in the information on your            -  Call (800) 621-1048 for instructions
    application and include a voided check

 USING QuickBuy
 Not available                                 -  Call (800) 621-1048 to make sure
                                                  QuickBuy is set up on your account; if
                                                  it is, you can request a transfer from
                                                  your bank account of any amount
                                                  between $50 and $250,000
 ON THE INTERNET
 -  Go to www.dws-investments.com              -  Go to www.dws-investments.com and
                                                  register
 -  Print out a prospectus and a new
    account application                        -  Follow the instructions for buying
                                                  shares with money from your bank
 -  Complete and return the application           account
  with your check
</TABLE>


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

First Investment: DWS Investments, PO Box 219356, Kansas City, MO 64121-9356
Additional Investments: DWS Investments, PO Box 219154, Kansas City, MO
64121-9154
EXPRESS, REGISTERED OR CERTIFIED MAIL:
DWS Investments, 210 W. 10th Street, Kansas City, MO 64105-1614

16 | How to Buy Shares
<PAGE>

How to EXCHANGE or SELL Shares



<TABLE>
<CAPTION>
 EXCHANGING INTO ANOTHER FUND                   SELLING SHARES
<S>                                            <C>
 $1,000 or more to open a new account           Some transactions, including most for
 $500 or more for IRAs                         over $100,000, can only be ordered in
 $50 or more for exchanges between             writing with a signature guarantee;
 existing accounts                             please see "Signature Guarantee"

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

 BY CHECK
 Not available                                 -  Write a check on your account for at
                                                  least $500

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

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

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

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

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


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

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



                                            How to Exchange or Sell Shares  | 17
<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 a
           retirement plan, check the materials you received from them about
           how to buy and sell shares because particular financial advisors or
           other intermediaries may adopt policies, procedures or limitations
           that are separate from those described by the fund. Please note that
           a financial advisor may charge fees separate from those charged by
           the fund and may be compensated by the fund.

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

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


           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


18 | Policies You Should Know About
<PAGE>

           other concessions described in the fee table or elsewhere in this
           prospectus or the Statement of Additional Information as payable to
           all financial advisors. For example, the Advisor, the Distributor
           and/or their affiliates may compensate financial advisors for
           providing the fund with "shelf space" or access to a third party
           platform or fund offering list or other marketing programs,
           including, without limitation, inclusion of the fund on preferred or
           recommended sales lists, mutual fund "supermarket" platforms and
           other formal sales programs; granting the Distributor access to the
           financial advisor's sales force; granting the Distributor access to
           the financial advisor's conferences and meetings; assistance in
           training and educating the financial advisor's personnel; and
           obtaining other forms of marketing support.

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

           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


                                            Policies You Should Know About  | 19
<PAGE>

           information regarding these revenue sharing payments is included in
           the fund's Statement of Additional Information, which is available
           to you on request at no charge (see the back cover of this
           prospectus for more information on how to request a copy of the
           Statement of Additional Information).

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

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

           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.


20 | Policies You Should Know About
<PAGE>

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

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

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

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

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

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

           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 2:00
           p.m. Eastern time, it will normally receive the dividend for that
           day.

           Investments by check will be effective on the business day following
           receipt and will earn dividends the following business day. If you
           pay for shares by check and the check fails to clear, we have the
           right to cancel your order, hold you liable or charge you or your
           account for any losses or fees the fund or its agents have incurred.



                                            Policies You Should Know About  | 21
<PAGE>

           Please contact your financial advisor for wire instructions and
           purchase orders.

           Orders processed through dealers or other financial services firms
           via Fund/SERV will be effected at the share price calculated on the
           trade day (normally the date the order is received). Purchases
           processed via Fund/SERV will begin earning dividends on the day the
           fund receives the payment (typically the next business day). For
           redemptions processed via Fund/SERV, you generally will receive
           dividends accrued up to, but not including, the business day that
           payment for your shares is made.

           When selling shares, shareholders generally receive dividends up to,
           but not including, the business day following the day on which the
           shares were sold. To sell shares, you must state whether you would
           like to receive the proceeds by wire or check.

           In order to receive proceeds by wire, contact Shareholder Services
           before 12:00 p.m. Eastern time. After you inform Shareholder
           Services of the amount of your redemption, you will receive a trade
           confirmation number. If the fund receives a sell request before
           12:00 p.m. Eastern time and the request calls for proceeds to be
           sent out by wire, 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.

           SUB-MINIMUM BALANCES. The Fund may charge you $3 per month if your
           balance falls below $1,000 for the last 30 days (this policy doesn't
           apply to most retirement accounts or if you have an automatic
           investment plan).


22 | Policies You Should Know About
<PAGE>

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

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

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

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

           IF YOU ARE INVESTING IN THE FUND AND HAVE ELECTED THE DWS MONEYPLUS
           ACCOUNTSM FEATURE, you have access to a number of different features
           and your policies and fees are different in some cases. For example,
           there is no minimum dollar amount on checks you write, and you can
           access your account using a VISA (Reg. TM) Check Card (a debit
           card). For more information on the DWS MoneyPLUS Account, its cash
           management features and its policies and fees, call (800) 621-1048.

           CHECKWRITING enables you to sell shares of the fund by writing a
           check. Your investment keeps earning dividends until your check
           clears. Please note that we will not accept checks for less than
           $500. Please note that you should not write checks for more than
           $5,000,000. Note as well that we can't honor any


                                            Policies You Should Know About  | 23
<PAGE>

           check larger than your balance at the time the check is presented to
           us. A $10 service charge will be assessed for checks that are
           written for less than $500. You'll also be charged a $10 service fee
           when you write a check that's larger than your available balance at
           the time the check is presented to us, and we will not be able to
           honor the check. It is not a good idea to close out an account using
           a check because the account balance could change between the time
           you write the check and the time it is processed. Please keep in
           mind that if you make a purchase by check and that check has not yet
           cleared, those funds will not be available for immediate redemption.


           THE FUND ACCEPTS AUTOMATED CLEARING HOUSE ("ACH") debit entries for
           accounts that have elected the checkwriting redemption privilege.
           Upon receipt of an ACH debit entry referencing your account number
           you authorize us to redeem shares in your account to pay the entry
           to the third party originating the debit. Your fund account
           statement will show all ACH debit entries in your account. IN CASE
           OF ERRORS OR QUESTIONS ABOUT YOUR TRANSACTIONS OR PRE-AUTHORIZED
           TRANSFERS please contact your financial advisor as soon as possible
           if you believe your statement reflects an improper charge or if you
           need more information about an ACH debit entry transaction. Your
           financial advisor must contact the Shareholder Service Agent within
           sixty (60) days of the fund sending you the first fund account
           statement on which an improper charge appears.

           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 can only send wires of $1,000 or more and accept
           wires of $50 or more.

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


24 | 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 or to a new address,
           you'll usually need to place your order in writing and include a
           signature guarantee. However, if you want money wired to a bank
           account that is already on file with us, you don't need a signature
           guarantee. Also, generally you don't need a signature guarantee for
           an exchange, although we may require one in certain other
           circumstances.

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

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

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


                                            Policies You Should Know About  | 25
<PAGE>

           redemption. Redemption payments by wire may also be delayed in the
           event of a non-routine closure of the Federal Reserve wire payment
           system. For additional rights reserved by the fund, please see
           "Other rights we reserve."

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

           SHORT-TERM TRADING. Since money market funds hold short-term
           instruments and are 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 or exchange 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 by the transfer
           agent.

           IN VALUING SECURITIES, we typically use amortized cost (the method
           used by most money market funds) to account for any premiums or
           discounts above or below the face value of any securities the fund
           buys, and round the per share NAV to the nearest whole cent.

           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 as of the close of regular trading on
           the Exchange (typically 4:00 p.m. Eastern time, but sometimes
           earlier, as in the case of scheduled half-day trading or unscheduled
           suspensions of trading). 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


26 | Policies You Should Know About
<PAGE>

           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 seeks to maintain a stable
           $1.00 share price.

           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. During
           any such Limited Trading Period, the fund will only accept purchase
           orders by wire and telephone redemption orders with proceeds to be
           sent by wire, ACH or check and will not accept orders by any other
           means. (Automated Telephone Line orders are not permitted.) If
           redemption proceeds are requested by ACH or check, the transmission
           of the ACH payment or the mailing of the check, as the case may be,
           will be delayed by at least one business day in comparison to normal
           trading periods. Orders submitted by other means will be processed
           on the next day that the Exchange is open. 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. If redemption
           proceeds are requested by ACH or check, orders must be received
           prior to the calculation of share price. Please call (877) 237-1131
           or visit our Web site at www.dws-investments.com 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.


                                            Policies You Should Know About  | 27
<PAGE>

           Other rights we reserve

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

           -  withdraw or suspend the offering of shares at any time

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

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

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

           -  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; generally, the fund
              won't make a redemption in kind unless your requests over a
              90-day period total more than $250,000 or 1% of the value of the
              fund's net assets, whichever is less

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


28 | 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 (other than net long-term capital gains) 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 on December 31
           of that year, provided such dividends or distributions are paid by
           the end of the following January.

           YOU CAN CHOOSE HOW TO RECEIVE YOUR DIVIDENDS AND DISTRIBUTIONS. You
           can have them all automatically reinvested in fund shares (at NAV),
           all deposited directly to your bank account or all sent to you by
           check, have one type reinvested and the other sent to you by check
           or have them invested in a different fund. Tell us your preference
           on your application. If you don't indicate a preference, your
           dividends and distributions will all be reinvested. Under the terms
           of employer-sponsored qualified plans, and retirement plans,
           reinvestment is the only option.

           Distributions are treated the same for federal income tax purposes
           whether you receive them in cash or reinvest them in additional
           shares. For federal income tax purposes, an exchange is treated the
           same as a sale.

           Because the fund seeks to maintain a stable share price, you are
           unlikely to have capital gains or losses when you sell fund shares.

           For federal income tax purposes, distributions of net investment
           income 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 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  | 29
<PAGE>

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

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


30 | Understanding Distributions and Taxes
<PAGE>

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


           Using the annual fund operating expense ratios presented in the fee
           tables in the fund prospectus, the Hypothetical Expense Summary
           shows the estimated fees and expenses, in actual dollars, that would
           be charged on a hypothetical investment of $10,000 in the fund held
           for the next 10 years and the impact of such fees and expenses on
           fund returns for each year and cumulatively, assuming a 5% return
           for each year. The historical rate of return for the fund may be
           higher or lower than 5% and, for money funds, is typically less than
           5%. The tables also assume that all dividends and distributions are
           reinvested. The annual fund expense ratios shown are net of any
           contractual fee waivers or expense reimbursements, if any, for the
           period of the contractual commitment. The tables 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  | 31
<PAGE>

DWS Money Market Prime Series - DWS Money Market 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%        0.41%              4.59%       $ 10,459.00         $  41.94
   2           10.25%        0.41%              9.39%       $ 10,939.07         $  43.87
   3           15.76%        0.41%             14.41%       $ 11,441.17         $  45.88
   4           21.55%        0.41%             19.66%       $ 11,966.32         $  47.99
   5           27.63%        0.41%             25.16%       $ 12,515.58         $  50.19
   6           34.01%        0.41%             30.90%       $ 13,090.04         $  52.49
   7           40.71%        0.41%             36.91%       $ 13,690.87         $  54.90
   8           47.75%        0.41%             43.19%       $ 14,319.28         $  57.42
   9           55.13%        0.41%             49.77%       $ 14,976.54         $  60.06
  10           62.89%        0.41%             56.64%       $ 15,663.96         $  62.81
  TOTAL                                                                         $ 517.55
</TABLE>



32 | Appendix
<PAGE>

TO GET MORE INFORMATION

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

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

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


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



<TABLE>
<S>                   <C>                                <C>
SEC FILE NUMBER:
DWS Money Funds         DWS Money Market Prime Series    811-02527
</TABLE>





(12/01/08) DMMF-1


[RECYCLE GRAPHIC APPEARS HERE]
                                                          [DWS INVESTMENTS LOGO]
                                                             Deutsche Bank Group


<PAGE>
                                DECEMBER 1, 2008







                                   PROSPECTUS

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

                       DWS CASH INVESTMENT TRUST CLASS A
                       DWS CASH INVESTMENT TRUST CLASS B
                       DWS CASH INVESTMENT TRUST CLASS C



                         DWS MONEY MARKET PRIME SERIES

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


                                     RESHAPING INVESTING. [DWS INVESTMENTS LOGO]
                                                             Deutsche Bank Group

<PAGE>

CONTENTS




<TABLE>
<S>      <C>
HOW THE FUND WORKS
  4      The Fund's Main Investment
         Strategy
  6      The Main Risks of Investing in
         the Fund
  9      The Fund's Performance
         History
 11      How Much Investors Pay
 13      Other Policies
 14      Who Manages and Oversees
         the Fund
 16      Financial Highlights


</TABLE>
<TABLE>
<S>      <C>
HOW TO INVEST IN THE FUND
 19      Choosing a Share Class
 24      How to Buy Class A, B and C
         Shares
 25      How to Exchange or Sell
         Class A, B and C Shares
 26      Policies You Should Know
         About
 38      Understanding Distributions
         and Taxes
 40      Appendix
</TABLE>

<PAGE>

HOW THE FUND WORKS

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

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

DWS Cash Investment Trust Class A (CLASS A), DWS Cash Investment Trust Class B
(CLASS B) and DWS Cash Investment Trust Class C (CLASS C) shares are generally
intended for investors seeking the advice and assistance of a financial
advisor.

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

The fund is a money fund and seeks to maintain a stable $1.00 share price to
preserve the value of your investment.

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


<TABLE>
<S>                                <C>          <C>          <C>
                                   DWS Cash     DWS Cash     DWS Cash
                                   Investment   Investment   Investment
                                   Trust        Trust        Trust
                                   Class A      Class B      Class C
  ticker symbol                     DOAXX        DOBXX        DOCXX
    fund number                     421          621          721

    DWS MONEY MARKET PRIME SERIES


</TABLE>

            THE FUND'S MAIN INVESTMENT STRATEGY

            The fund seeks maximum current income to the extent
            consistent with stability of principal.

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

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

            While the fund's Advisor gives priority to earning income and
            maintaining the value of the fund's principal at $1.00 per share,
            all money market instruments, including US government obligations,
            can change in value when interest rates change or an issuer's
            creditworthiness changes.

            The fund maintains a dollar-weighted average maturity of 90 days or
            less. The fund is managed in accordance with Rule 2a-7 under the
            Investment Company Act of 1940, as amended.

            The fund follows policies designed to maintain a stable share
            price:

            -  Fund securities are valued 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.

4 | DWS Money Market Prime Series
<PAGE>

               - 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;

               - 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
               certificates of deposit, euro-time deposits, commercial paper
               (including asset-backed commercial paper), notes, funding
               agreements and US government 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.

                                              DWS Money Market Prime Series  | 5
<PAGE>

            Under normal market conditions the fund will invest more than 25%
            of its total assets in the obligations of banks and other financial
            institutions.

            The fund may invest up to 10% of its total assets in other money
            market mutual funds in accordance with applicable regulations.

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

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


            THE MAIN RISKS OF INVESTING IN THE FUND

            There are several risk factors that could reduce the yield you get
            from the fund 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. To
            minimize such price fluctuations, the fund limits the
            dollar-weighted average maturity of the securities held by the fund
            to 90 days or less. 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


6 | DWS Money Market Prime Series
<PAGE>

            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, 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.

            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.

            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.


                                              DWS Money Market Prime Series  | 7
<PAGE>

            CONCENTRATION RISK. Because the fund will invest more than 25% of
            its total assets in the obligations of banks and other financial
            institutions, it may be vulnerable to setbacks in that industry.
            Banks and other financial institutions are highly dependent on
            short-term interest rates and can be adversely affected by
            downturns in the US and foreign economies or changes in banking
            regulations.

            PREPAYMENT RISK. A bond issuer, such as an issuer of asset-backed
            securities, may retain the right to pay off a high yielding bond
            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 bond issuers usually pay a premium for the right
            to pay off bonds early.

            FOREIGN INVESTMENT RISK. The fund may invest in money market
            instruments 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.

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

            An investment in the fund is not insured or guaranteed by the FDIC
            or any other government agency. Although the fund seeks to preserve
            the value of your investment at $1.00 per share, this share price
            isn't guaranteed and you could lose money by investing in the fund.



8 | DWS Money Market Prime Series
<PAGE>

THE FUND'S PERFORMANCE HISTORY

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

The bar chart shows how the performance of the fund has varied from year to
year, which may give some idea of risk. The table shows how the fund's returns
over different periods average out. The "total return" of a fund is the change
in the value of an investment in the fund over a given period. Average annual
returns are calculated by averaging the year-by-year returns of the fund over a
given period. All figures include the effects of the fund's expenses and assume
reinvestment of dividends and distributions. As always, past performance is no
guarantee of future results.

Class A, Class B and Class C shares commenced operations on March 12, 2007 and
therefore do not have a full calendar year of performance. In the bar chart and
the table, the performance figures are based on the historical performance of
DWS Money Market Fund shares (the fund's original share class), adjusted to
reflect the estimated annual operating expenses of Class A, Class B and Class C
shares, as applicable. Although DWS Money Market Fund shares are not offered in
this prospectus, they are invested in the same portfolio and the annual total
returns differ to the extent that the classes have different fees and expenses.


The 7-DAY YIELD, which is often referred to as the "current yield," is the
income generated by the fund over a seven-day period. This amount is then
annualized, which means that we assume the fund generates the same income every
week for a year. To learn the current yield, investors may call (800) 621-1048.


DWS Money Market Prime Series

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

[BAR CHART GRAPHIC OMITTED]

[BAR CHART DATA]

<TABLE>
<S>       <C>       <C>       <C>       <C>       <C>       <C>       <C>       <C>       <C>
4.74      4.45      5.73      3.39      0.98      0.31      0.45      2.36      4.19      4.56
1998      1999      2000      2001      2002      2003      2004      2005      2006      2007
</TABLE>





<TABLE>
<CAPTION>
2008 TOTAL RETURN AS OF SEPTEMBER 30: 1.84%
<S>                                         <C>
FOR THE PERIODS INCLUDED IN THE BAR CHART:
BEST QUARTER: 1.48%, Q3 2000                WORST QUARTER: 0.05%, Q4 2003
</TABLE>



                                              DWS Money Market Prime Series  | 9
<PAGE>

AVERAGE ANNUAL TOTAL RETURNS (%) as of 12/31/2007 (Fund returns include the
effects of maximum sales load.)


<TABLE>
<CAPTION>
               1 YEAR      5 YEARS      10 YEARS
<S>           <C>         <C>          <C>
 CLASS A         4.56         2.36         3.10
 CLASS B         0.67         1.37         2.09
 CLASS C         3.84         1.73         2.47
</TABLE>


 Total return for 2001 includes the effect of a voluntary capital contribution
 from the Advisor. Without this contribution, the total returns would have been
 lower. In addition, total returns would have been lower if operating expenses
 hadn't been reduced.

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


10 | DWS Money Market Prime Series
<PAGE>

HOW MUCH INVESTORS PAY

This table describes the fees and expenses that you may pay if you buy and hold
Class A, B or C shares of the fund.


<TABLE>
<CAPTION>
FEE TABLE                                    CLASS A      CLASS B       CLASS C
<S>                                         <C>          <C>          <C>
 SHAREHOLDER FEES, paid directly from your investment
____________________________________________________________________________________
 Maximum Sales Charge (Load) Imposed
 on Purchases (as % of offering price)        None1        None          None
 Maximum Contingent Deferred Sales
 Charge (Load) (as a % of the lesser of
 original purchase price or redemption
 proceeds)                                    None2      4.00%            1.00%
 ANNUAL OPERATING EXPENSES, deducted from fund assets
____________________________________________________________________________________
 Management Fee                                0.16%     0.16 %           0.16%
 Distribution/Service (12b-1) Fee              0.25      1.00             1.00
 Other Expenses                                0.42      0.44             0.36
 TOTAL ANNUAL OPERATING EXPENSES 4             0.83      1.60             1.52
</TABLE>


 1   The sales charge applicable to other DWS funds will apply for exchanges
     from
     Class A shares of the fund into Class A shares of other DWS funds.


 2   The redemption of shares purchased at net asset value under the Large
     Order NAV Purchase Privilege (see "Choosing a Share Class - Class A
     shares") may be subject to a contingent deferred sales charge of 0.85% if
     redeemed within 12 months of purchase and 0.50% if redeemed within the
     following six months. The contingent deferred sales charge would not apply
     to shares of the fund acquired directly but only to shares acquired on
     exchange from another DWS fund purchased under the Large Order NAV
     Purchase Privilege.


 3   "Other expenses" are based on estimated amounts for the current fiscal
     year. Actual expenses may be different. "Other Expenses" include an
     administrative services fee paid to the Advisor in the amount of 0.10%.


 4   Through March 9, 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 0.96% for Class A shares, 1.67% for Class B shares
     and 1.60% for Class C shares, excluding certain expenses such as
     extraordinary expenses, taxes, brokerage and interest.

                                             DWS Money Market Prime Series  | 11
<PAGE>

Based on the costs above, this example helps you compare the expenses of each
share class to those of other mutual funds. This example assumes the expenses
above remain the same. It also assumes that you invested $10,000, earned 5%
annual returns and reinvested all dividends and distributions. This is only an
example; actual expenses will be different.


<TABLE>
<CAPTION>
EXAMPLE                1 YEAR      3 YEARS      5 YEARS      10 YEARS
<S>                   <C>         <C>          <C>          <C>

 EXPENSES, assuming you sold your shares at the end of each period
 Class A shares         $ 85         $265       $  460       $1,025
 Class B shares*         563          805        1,071        1,504
 Class C shares          255          480          829        1,813

 EXPENSES, assuming you kept your shares
 Class A shares         $ 85         $265       $  460       $1,025
 Class B shares*         163          505          871        1,504
 Class C shares          155          480          829        1,813
</TABLE>


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

12 | DWS Money Market Prime Series
<PAGE>

OTHER POLICIES

           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.dws-investments.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.dws-investments.com. The posted portfolio holdings
           information is available by fund and generally remains accessible at
           least until the date on which the fund files its Form N-CSR or N-Q
           with the Securities and Exchange Commission for the period that
           includes the date as of which the posted information is current. The
           fund 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  | 13
<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 receives a management fee from the fund.
           Below is the actual rate paid by the fund for the most recent fiscal
           year, as a percentage of the fund's average daily net assets.


<TABLE>
<CAPTION>
FUND NAME                                      FEE PAID
<S>                                           <C>
  DWS Money Market Prime Series                  0.24%
</TABLE>



14 | Who Manages and Oversees the Fund
<PAGE>

           On March 31, 2008, shareholders of the fund approved an amended and
           restated investment management agreement (an "Amended Management
           Agreement") with the Advisor. Pursuant to the Amended Management
           Agreement, the Advisor provides continuous investment management of
           the assets of the fund.

           Effective May 1, 2008, the fund pays the Advisor under the Amended
           Management Agreement a fee, calculated daily and paid monthly, at
           the annual rate of 0.400% of the fund's average daily net assets up
           to $215 million, 0.275% of the next $335 million, 0.200% of the next
           $250 million, 0.150% of the next $800 million, 0.140% of the next
           $800 million, 0.130% of the next $800 million and 0.120% thereafter.


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

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


           The portfolio managers

           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  | 15
<PAGE>

FINANCIAL HIGHLIGHTS

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

DWS Money Market Prime Series - DWS Cash Investment Trust Class A


<TABLE>
<CAPTION>
YEARS ENDED JULY 31,                                     2008           2007a
<S>                                                  <C>             <C>
SELECTED PER SHARE DATA
-------------------------------------------------------------------------------
NET ASSET VALUE, BEGINNING OF PERIOD                   $  1.00         $  1.00
-------------------------------------------------      -------         -------
  Net investment income                                   .034            .018
_________________________________________________      ________        ________
  Distributions from net investment income              ( .034)        (  .018)
-------------------------------------------------      --------        --------
NET ASSET VALUE, END OF PERIOD                         $  1.00         $  1.00
-------------------------------------------------      --------        --------
Total Return (%)                                          3.41 b          1.77**
-------------------------------------------------      --------        --------

RATIOS TO AVERAGE NET ASSETS AND SUPPLEMENTAL DATA
-----------------------------------------------------------------      --------
Net assets, end of period ($ millions)                     156             116
_________________________________________________      ________        ________
Ratio of expenses before expense reductions (%)            .85             .86*
_________________________________________________      ________        ________
Ratio of expenses after expense reductions (%)             .84             .86*
_________________________________________________      ________        ________
Ratio of net investment income (%)                        3.37            4.51*
-------------------------------------------------      --------        --------
</TABLE>


a   For the period from March 12, 2007 (commencement of operations) to July 31,
    2007.

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

*   Annualized

**   Not annualized

16 | Financial Highlights
<PAGE>

DWS Money Market Prime Series - DWS Cash Investment Trust Class B


<TABLE>
<CAPTION>
YEARS ENDED JULY 31,                                     2008             2007a
<S>                                                  <C>             <C>
SELECTED PER SHARE DATA
--------------------------------------------------------------------------------
NET ASSET VALUE, BEGINNING OF PERIOD                   $  1.00         $    1.00
-------------------------------------------------      -------         ---------
  Net investment income                                    .026              .014
_________________________________________________      ________        __________
  Distributions from net investment income              ( .026)          (  .014)
-------------------------------------------------      --------        ----------
NET ASSET VALUE, END OF PERIOD                         $  1.00         $    1.00
-------------------------------------------------      --------        ----------
Total Return (%)                                          2.62 b            1.45 b**
-------------------------------------------------      --------        ----------

RATIOS TO AVERAGE NET ASSETS AND SUPPLEMENTAL DATA
-----------------------------------------------------------------      ----------
Net assets, end of period ($ millions)                      30                36
_________________________________________________      ________        __________
Ratio of expenses before expense reductions (%)           1.62              1.69*
_________________________________________________      ________        __________
Ratio of expenses after expense reductions (%)            1.61              1.67*
_________________________________________________      ________        __________
Ratio of net investment income (%)                        2.60              3.70*
-------------------------------------------------      --------        ----------
</TABLE>


a   For the period from March 12, 2007 (commencement of operations) to July 31,
    2007.

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

*   Annualized

**   Not annualized


DWS Money Market Prime Series - DWS Cash Investment Trust Class C


<TABLE>
<CAPTION>
YEARS ENDED JULY 31,                                     2008             2007a
<S>                                                  <C>             <C>
SELECTED PER SHARE DATA
--------------------------------------------------------------------------------
NET ASSET VALUE, BEGINNING OF PERIOD                   $  1.00         $    1.00
-------------------------------------------------      -------         ---------
  Net investment income                                    .027              .015
_________________________________________________      ________        __________
  Distributions from net investment income              ( .027)          (  .015)
-------------------------------------------------      --------        ----------
NET ASSET VALUE, END OF PERIOD                         $  1.00         $    1.00
-------------------------------------------------      --------        ----------
Total Return (%)                                          2.69 b            1.48 b**
-------------------------------------------------      --------        ----------

RATIOS TO AVERAGE NET ASSETS AND SUPPLEMENTAL DATA
-----------------------------------------------------------------      ----------
Net assets, end of period ($ millions)                      42                39
_________________________________________________      ________        __________
Ratio of expenses before expense reductions (%)           1.54              1.60*
_________________________________________________      ________        __________
Ratio of expenses after expense reductions (%)            1.53              1.60*
_________________________________________________      ________        __________
Ratio of net investment income (%)                        2.68              3.77*
-------------------------------------------------      --------        ----------
</TABLE>


a   For the period from March 12, 2007 (commencement of operations) to July 31,
    2007.

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

*   Annualized

**   Not annualized

                                                      Financial Highlights  | 17
<PAGE>

HOW TO INVEST IN THE FUND

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

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

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

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

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

CHOOSING A SHARE CLASS

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


<TABLE>
<CAPTION>
 CLASSES AND FEATURES                         POINTS TO HELP YOU COMPARE
<S>                                          <C>
 CLASS A
 -  No sales charge when you buy shares       -  Total annual expenses are lower than
                                                 those for Class B or Class C
 -  In most cases, no charge when you
    sell shares                                -  The sales charge applicable to other
                                                  DWS funds will apply for exchanges
 -  Up to 0.25% annual shareholder                from Class A shares of the fund into
    servicing fee                                 Class A shares of other DWS funds

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

 CLASS C
 -  No sales charge when you buy shares       -  The deferred sales charge rate for one
                                                 year is lower for Class C shares than
 -  Deferred sales charge of 1.00%,              Class B shares, but your shares never
    charged when you sell shares you             convert to Class A, so annual expenses
    bought within the last year                  remain higher

 -  0.75% annual distribution fee and up
    to 0.25% annual shareholder servicing
    fee
</TABLE>



                                                    Choosing a Share Class  | 19
<PAGE>

Class A, Class B and Class C shares are primarily designed to serve as a money
market fund alternative for investors purchasing Class A, Class B and Class C
shares of other DWS funds. Thus, investors may consider purchasing shares of
the fund on exchange from a like class of another DWS fund, or as part of an
asset allocation strategy across like class shares of several DWS funds. In
addition, investors may consider purchasing shares of the fund with the
intention of gradually exchanging into like class shares of one or more DWS
funds (e.g., using a strategy of "dollar cost" averaging). In considering which
class of the fund is most appropriate, investors will want to consider with
their financial advisor the overall structure of their investment program
within the DWS family and the role that the fund will play as the money market
fund alternative within that structure. Since Class A shares of the fund are
sold without a sales charge (although there may be a sales charge on exchange
to Class A shares of other DWS funds) and have lower expenses than Class B and
Class C shares, Class B and Class C shares of the fund would not be appropriate
as a stand-alone investment that is not integrated into an investment program
across like class shares of other DWS funds.

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



20 | Choosing a Share Class
<PAGE>

           Class A shares

           Class A shares have no sales charge when you buy shares.

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

           If you later exchange Class A shares of the fund for Class A shares
           of another DWS fund, you'll be charged any applicable sales charge
           of that fund. However, if you bought shares of the fund by exchange
           from a DWS fund where you already paid a sales charge, you will be
           credited for the sales charge you paid if you later exchange back
           into a fund with a Class A sales charge.

           IF YOU'RE INVESTING $1 MILLION OR MORE in another DWS fund, either
           as a lump sum or through one of the sales charge reduction features,
           you may be eligible to buy Class A shares of other DWS funds without
           a sales charge ("Large Order NAV Purchase Privilege"). However, you
           may be charged a contingent deferred sales charge (CDSC) of 0.85% on
           any shares you sell within 12 months of owning them and a similar
           charge of 0.50% on shares you sell within the following six months.
           This CDSC does not apply to Class A shares of the fund acquired
           directly but only to Class A shares of the fund acquired on exchange
           from another DWS fund purchased under the Large Order NAV Purchase
           Privilege. This CDSC is waived under certain circumstances (see
           "Policies You Should Know About"). Your financial advisor or
           Shareholder Services can answer your questions and help you
           determine if you're eligible.


           Class B shares

           With Class B shares, you pay no up-front sales charge to the fund.
           Class B shares have a 12b-1 plan, under which a distribution fee of
           0.75% and a shareholder servicing fee of up to 0.25% are deducted
           from class assets each year. This means the annual expenses for
           Class B shares are somewhat higher


                                                    Choosing a Share Class  | 21
<PAGE>

           (and their performance correspondingly lower) compared to Class A
           shares. After six years, Class B shares automatically convert on a
           tax-free basis to Class A shares, which has the net effect of
           lowering the annual expenses from the seventh year on.

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


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


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



           Class C shares

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

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

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


22 | Choosing a Share Class
<PAGE>

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


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


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



                                                    Choosing a Share Class  | 23
<PAGE>

How to BUY Class A, B and C Shares



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

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

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

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

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

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

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

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


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

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

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

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

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

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

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

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

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

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

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

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

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


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

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



                           How to Exchange or Sell Class A, B and C Shares  | 25
<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 a
           retirement plan, check the materials you received from them about
           how to buy and sell shares because particular financial advisors or
           other intermediaries may adopt policies, procedures or limitations
           that are separate from those described by the fund. Please note that
           a financial advisor may charge fees separate from those charged by
           the fund and may be compensated by the fund.

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

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


           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


26 | Policies You Should Know About
<PAGE>

           other concessions described in the fee table or elsewhere in this
           prospectus or the Statement of Additional Information as payable to
           all financial advisors. For example, the Advisor, the Distributor
           and/or their affiliates may compensate financial advisors for
           providing the fund with "shelf space" or access to a third party
           platform or fund offering list or other marketing programs,
           including, without limitation, inclusion of the fund on preferred or
           recommended sales lists, mutual fund "supermarket" platforms and
           other formal sales programs; granting the Distributor access to the
           financial advisor's sales force; granting the Distributor access to
           the financial advisor's conferences and meetings; assistance in
           training and educating the financial advisor's personnel; and
           obtaining other forms of marketing support.

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

           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


                                            Policies You Should Know About  | 27
<PAGE>

           information regarding these revenue sharing payments is included in
           the fund's Statement of Additional Information, which is available
           to you on request at no charge (see the back cover of this
           prospectus for more information on how to request a copy of the
           Statement of Additional Information).

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

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

           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.


28 | Policies You Should Know About
<PAGE>

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

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

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

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

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

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

           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 2:00
           p.m. Eastern time, it will normally receive the dividend for that
           day.

           Investments by check will be effective on the business day following
           receipt and will earn dividends the following business day. If you
           pay for shares by check and the check fails to clear, we have the
           right to cancel your order, hold you liable or charge you or your
           account for any losses or fees the fund or its agents have incurred.



                                            Policies You Should Know About  | 29
<PAGE>

           Please contact your financial advisor for wire instructions and
           purchase orders.

           Orders processed through dealers or other financial services firms
           via Fund/SERV will be effected at the share price calculated on the
           trade day (normally the date the order is received). Purchases
           processed via Fund/SERV will begin earning dividends on the day the
           fund receives the payment (typically the next business day). For
           redemptions processed via Fund/SERV, you generally will receive
           dividends accrued up to, but not including, the business day that
           payment for your shares is made.

           When selling shares, shareholders generally receive dividends up to,
           but not including, the business day following the day on which the
           shares were sold. To sell shares, you must state whether you would
           like to receive the proceeds by wire or check.

           In order to receive proceeds by wire, contact Shareholder Services
           before 12:00 p.m. Eastern time. After you inform Shareholder
           Services of the amount of your redemption, you will receive a trade
           confirmation number. If the fund receives a sell request before
           12:00 p.m. Eastern time and the request calls for proceeds to be
           sent out by wire, 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.

           INITIAL PURCHASE MINIMUMS. The minimum initial investment for Class
           A, B and C shares is $1,000, except for investments on behalf of
           participants in certain fee-based and wrap programs offered through
           certain financial intermediaries approved by the Advisor, for which
           there is no minimum initial investment; and IRAs, for which the
           minimum initial investment is $500 per


30 | Policies You Should Know About
<PAGE>

           account. The minimum initial investment is $500 per account if you
           establish an automatic investment plan. Group retirement plans and
           certain other accounts have similar or lower minimum share balance
           requirements.

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

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

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

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

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





THE FOLLOWING SIDEBAR TEXT APPEARS NEXT TO THE PRECEDING PARAGRAPHS

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




                                            Policies You Should Know About  | 31
<PAGE>

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

           THE FUND DOES NOT ISSUE SHARE CERTIFICATES.

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

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

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

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





THE FOLLOWING SIDEBAR TEXT APPEARS NEXT TO THE PRECEDING PARAGRAPHS

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





32 | Policies You Should Know About
<PAGE>

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

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

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

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

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

           -  withdrawals related to certain retirement or benefit plans

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

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

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

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


                                            Policies You Should Know About  | 33
<PAGE>

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

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

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

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


34 | Policies You Should Know About
<PAGE>

           SHORT-TERM TRADING. Since money market funds hold short-term
           instruments and are 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 or exchange 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 shares is based on the NAV per share
           calculated after the order is received by the transfer agent (see
           "Choosing a Share Class"). The price at which you sell shares is
           also based on the NAV per share calculated after the order is
           received by the transfer agent, although a CDSC may be taken out of
           the proceeds (see "Choosing a Share Class").

           IN VALUING SECURITIES, we typically use amortized cost (the method
           used by most money market funds) to account for any premiums or
           discounts above or below the face value of any securities the fund
           buys, and round the per share NAV to the nearest whole cent.

           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 as of the close of regular trading on
           the Exchange (typically 4:00 p.m. Eastern time, but sometimes
           earlier, as in the case of scheduled half-day trading or unscheduled
           suspensions of trading). 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


                                            Policies You Should Know About  | 35
<PAGE>

           and for receipt of redemption orders for same day wire transfer of
           proceeds will be the earlier of (a) 2:00 p.m. Eastern time or (b)
           the early closing time of the Exchange. The fund seeks to maintain a
           stable $1.00 share price.

           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. During
           any such Limited Trading Period, the fund will only accept purchase
           orders by wire and telephone redemption orders with proceeds to be
           sent by wire, ACH or check and will not accept orders by any other
           means. (Automated Telephone Line orders are not permitted.) If
           redemption proceeds are requested by ACH or check, the transmission
           of the ACH payment or the mailing of the check, as the case may be,
           will be delayed by at least one business day in comparison to normal
           trading periods. Orders submitted by other means will be processed
           on the next day that the Exchange is open. 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. If redemption
           proceeds are requested by ACH or check, orders must be received
           prior to the calculation of share price. Please call (877) 237-1131
           or visit our Web site at www.dws-investments.com 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:

           -  withdraw or suspend the offering of shares at any time

36 | Policies You Should Know About
<PAGE>

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

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

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

           -  close and liquidate your account if we are unable to verify your
              identity, or for other reasons; if we decide to close your
              account, your fund shares will be redeemed at the net asset value
              per share next calculated after we determine to close your
              account (less 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; generally, the fund
              won't make a redemption in kind unless your requests over a
              90-day period total more than $250,000 or 1% of the value of the
              fund's net assets, whichever is less

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


                                            Policies You Should Know About  | 37
<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 (other than net long-term capital gains) 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 on December 31
           of that year, provided such dividends or distributions are paid by
           the end of the following January.

           YOU CAN CHOOSE HOW TO RECEIVE YOUR DIVIDENDS AND DISTRIBUTIONS. You
           can have them all automatically reinvested in fund shares (at NAV),
           all deposited directly to your bank account or all sent to you by
           check, have one type reinvested and the other sent to you by check
           or have them invested in a different fund. Tell us your preference
           on your application. If you don't indicate a preference, your
           dividends and distributions will all be reinvested. Under the terms
           of employer-sponsored qualified plans, and retirement plans,
           reinvestment is the only option.

           Distributions are treated the same for federal income tax purposes
           whether you receive them in cash or reinvest them in additional
           shares. For federal income tax purposes, an exchange is treated the
           same as a sale.

           Because the fund seeks to maintain a stable share price, you are
           unlikely to have capital gains or losses when you sell fund shares.

           For federal income tax purposes, distributions of net investment
           income 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 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.



38 | Understanding Distributions and Taxes
<PAGE>

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

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


                                     Understanding Distributions and Taxes  | 39
<PAGE>

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


           Using the annual fund operating expense ratios presented in the fee
           tables in the fund prospectus, the Hypothetical Expense Summary
           shows the estimated fees and expenses, in actual dollars, that would
           be charged on a hypothetical investment of $10,000 in the fund held
           for the next 10 years and the impact of such fees and expenses on
           fund returns for each year and cumulatively, assuming a 5% return
           for each year. The historical rate of return for the fund may be
           higher or lower than 5% and, for money funds, is typically less than
           5%. The tables also assume that all dividends and distributions are
           reinvested and that, 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.


40 | Appendix
<PAGE>

DWS Money Market Prime Series - DWS Cash Investment Trust Class A



<TABLE>
<CAPTION>
              MAXIMUM           INITIAL HYPOTHETICAL                 ASSUMED RATE
           SALES CHARGE:             INVESTMENT:                      OF RETURN:
               0.00%                   $10,000                            5%
                                                              HYPOTHETICAL
             CUMULATIVE        ANNUAL       CUMULATIVE          YEAR-END
           RETURN BEFORE        FUND       RETURN AFTER      BALANCE AFTER      ANNUAL FEES
              FEES AND        EXPENSE        FEES AND           FEES AND            AND
YEAR          EXPENSES         RATIOS        EXPENSES           EXPENSES         EXPENSES
<S>       <C>                <C>          <C>               <C>                <C>
   1            5.00%        0.83%              4.17%       $ 10,417.00        $    84.73
   2           10.25%        0.83%              8.51%       $ 10,851.39        $    88.26
   3           15.76%        0.83%             13.04%       $ 11,303.89        $    91.94
   4           21.55%        0.83%             17.75%       $ 11,775.26        $    95.78
   5           27.63%        0.83%             22.66%       $ 12,266.29        $    99.77
   6           34.01%        0.83%             27.78%       $ 12,777.80        $   103.93
   7           40.71%        0.83%             33.11%       $ 13,310.63        $   108.27
   8           47.75%        0.83%             38.66%       $ 13,865.68        $   112.78
   9           55.13%        0.83%             44.44%       $ 14,443.88        $   117.48
  10           62.89%        0.83%             50.46%       $ 15,046.19        $   122.38
  TOTAL                                                                        $ 1,025.32
</TABLE>


DWS Money Market Prime Series - DWS Cash Investment Trust Class B



<TABLE>
<CAPTION>
              MAXIMUM           INITIAL HYPOTHETICAL                 ASSUMED RATE
           SALES CHARGE:             INVESTMENT:                      OF RETURN:
               0.00%                   $10,000                            5%
                                                              HYPOTHETICAL
             CUMULATIVE        ANNUAL       CUMULATIVE          YEAR-END
           RETURN BEFORE        FUND       RETURN AFTER      BALANCE AFTER        ANNUAL
              FEES AND        EXPENSE        FEES AND           FEES AND         FEES AND
YEAR          EXPENSES         RATIOS        EXPENSES           EXPENSES         EXPENSES
<S>       <C>                <C>          <C>               <C>                <C>
   1            5.00%        1.60%              3.40%       $ 10,340.00        $   162.72
   2           10.25%        1.60%              6.92%       $ 10,691.56        $   168.25
   3           15.76%        1.60%             10.55%       $ 11,055.07        $   173.97
   4           21.55%        1.60%             14.31%       $ 11,430.95        $   179.89
   5           27.63%        1.60%             18.20%       $ 11,819.60        $   186.00
   6           34.01%        1.60%             22.21%       $ 12,221.46        $   192.33
   7           40.71%        0.83%             27.31%       $ 12,731.10        $   103.55
   8           47.75%        0.83%             32.62%       $ 13,261.99        $   107.87
   9           55.13%        0.83%             38.15%       $ 13,815.01        $   112.37
  10           62.89%        0.83%             43.91%       $ 14,391.10        $   117.06
  TOTAL                                                                        $ 1,504.01
</TABLE>

                                                               Appendix  | 41
<PAGE>


DWS Money Market Prime Series - DWS Cash Investment Trust Class C



<TABLE>
<CAPTION>
              MAXIMUM           INITIAL HYPOTHETICAL                 ASSUMED RATE
           SALES CHARGE:             INVESTMENT:                      OF RETURN:
               0.00%                   $10,000                            5%
                                                              HYPOTHETICAL
             CUMULATIVE        ANNUAL       CUMULATIVE          YEAR-END
           RETURN BEFORE        FUND       RETURN AFTER      BALANCE AFTER      ANNUAL FEES
              FEES AND        EXPENSE        FEES AND           FEES AND            AND
YEAR          EXPENSES         RATIOS        EXPENSES           EXPENSES         EXPENSES
<S>       <C>                <C>          <C>               <C>                <C>
   1            5.00%        1.52%              3.48%       $ 10,348.00        $   156.64
   2           10.25%        1.52%              7.08%       $ 10,708.11        $   160.03
   3           15.76%        1.52%             10.81%       $ 11,080.75        $   165.60
   4           21.55%        1.52%             14.66%       $ 11,466.36        $   171.36
   5           27.63%        1.52%             18.65%       $ 11,865.39        $   177.32
   6           34.01%        1.52%             22.78%       $ 12,278.31        $   183.49
   7           40.71%        1.52%             27.06%       $ 12,705.59        $   189.88
   8           47.75%        1.52%             31.48%       $ 13,147.75        $   196.49
   9           55.13%        1.52%             36.05%       $ 13,605.29        $   203.32
  10           62.89%        1.52%             40.79%       $ 14,078.75        $   210.40
  TOTAL                                                                        $ 1,812.53
</TABLE>



42 | Appendix
<PAGE>

TO GET MORE INFORMATION

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

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

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


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



<TABLE>
<S>                   <C>                                <C>
SEC FILE NUMBER:
DWS Money Funds         DWS Money Market Prime Series    811-02527
</TABLE>





(12/01/08) DCIT-1
[RECYCLE GRAPHIC APPEARS HERE]
                                                          [DWS INVESTMENTS LOGO]
                                                             Deutsche Bank Group
<PAGE>


                                DECEMBER 1, 2008







                                   PROSPECTUS

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

                       DWS CASH INVESTMENT TRUST CLASS S

                         DWS MONEY MARKET PRIME SERIES

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


                                     RESHAPING INVESTING. [DWS INVESTMENTS LOGO]
                                                             Deutsche Bank Group

<PAGE>

CONTENTS




<TABLE>
<S>      <C>
HOW THE FUND WORKS
  4      The Fund's Main Investment
         Strategy
  6      The Main Risks of Investing in
         the Fund
  9      The Fund's Performance
         History
 10      How Much Investors Pay
 11      Other Policies
 12      Who Manages and Oversees
         the Fund
 14      Financial Highlights


</TABLE>
<TABLE>
<S>      <C>
HOW TO INVEST IN THE FUND
 16      How to Buy Class S Shares
 18      Policies You Should Know
         About
 30      Understanding Distributions
         and Taxes
 32      Appendix
</TABLE>

<PAGE>

HOW THE FUND WORKS

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

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

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

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

The fund is a money fund and seeks to maintain a stable $1.00 share price to
preserve the value of your investment.

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


<TABLE>
<S>                                  <C>
                                     DWS Cash
                                     Investment Trust
                                     Class S
  ticker symbol                      DOSXX
    fund number                      2021

    DWS MONEY MARKET PRIME SERIES


</TABLE>

            THE FUND'S MAIN INVESTMENT STRATEGY

            The fund seeks maximum current income to the extent
            consistent with stability of principal.

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

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

            While the fund's Advisor gives priority to earning income and
            maintaining the value of the fund's principal at $1.00 per share,
            all money market instruments, including US government obligations,
            can change in value when interest rates change or an issuer's
            creditworthiness changes.

            The fund maintains a dollar-weighted average maturity of 90 days or
            less. The fund is managed in accordance with Rule 2a-7 under the
               Investment Company Act of 1940, as amended.

            The fund follows policies designed to maintain a stable share
            price:

            -  Fund securities are valued 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.

4 | DWS Money Market Prime Series
<PAGE>

               - 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;

               - 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
               certificates of deposit, euro-time deposits, commercial paper
               (including asset-backed commercial paper), notes, funding
               agreements and US government 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.

                                              DWS Money Market Prime Series  | 5
<PAGE>

            Under normal market conditions the fund will invest more than 25%
            of its total assets in the obligations of banks and other financial
            institutions.

            The fund may invest up to 10% of its total assets in other money
            market mutual funds in accordance with applicable regulations.

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

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


            THE MAIN RISKS OF INVESTING IN THE FUND

            There are several risk factors that could reduce the yield you get
            from the fund 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. To
            minimize such price fluctuations, the fund limits the
            dollar-weighted average maturity of the securities held by the fund
            to 90 days or less. 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


6 | DWS Money Market Prime Series
<PAGE>

            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, 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.

            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.

            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.


                                              DWS Money Market Prime Series  | 7
<PAGE>

            CONCENTRATION RISK. Because the fund will invest more than 25% of
            its total assets in the obligations of banks and other financial
            institutions, it may be vulnerable to setbacks in that industry.
            Banks and other financial institutions are highly dependent on
            short-term interest rates and can be adversely affected by
            downturns in the US and foreign economies or changes in banking
            regulations.

            PREPAYMENT RISK. A bond issuer, such as an issuer of asset-backed
            securities, may retain the right to pay off a high yielding bond
            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 bond issuers usually pay a premium for the right
            to pay off bonds early.

            FOREIGN INVESTMENT RISK. The fund may invest in money market
            instruments 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.

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

            An investment in the fund is not insured or guaranteed by the FDIC
            or any other government agency. Although the fund seeks to preserve
            the value of your investment at $1.00 per share, this share price
            isn't guaranteed and you could lose money by investing in the fund.



8 | DWS Money Market Prime Series
<PAGE>

THE FUND'S PERFORMANCE HISTORY

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

The bar chart shows how the performance of the fund has varied from year to
year, which may give some idea of risk. The table shows how the fund's returns
over different periods average out. The "total return" of a fund is the change
in the value of an investment in the fund over a given period. Average annual
returns are calculated by averaging the year-by-year returns of the fund over a
given period. All figures include the effects of the fund's expenses and assume
reinvestment of dividends and distributions. As always, past performance is no
guarantee of future results.

Class S shares commenced operations on March 12, 2007 and therefore do not have
a full calendar year of performance. In the bar chart and the table, the
performance figures are based on the historical performance of DWS Money Market
Fund shares (the fund's original share class), adjusted to reflect the annual
operating expenses of Class S shares. Although DWS Money Market Fund shares are
not offered in this prospectus, they are invested in the same portfolio and the
annual total returns differ to the extent that the classes have different fees
and expenses.

The 7-DAY YIELD, which is often referred to as the "current yield," is the
income generated by the fund over a seven-day period. This amount is then
annualized, which means that we assume the fund generates the same income every
week for a year. To learn the current yield, investors may call (800) 728-3337.


DWS Money Market Prime Series

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


[BAR GRAPHIC OMITTED HERE]

[BAR GRAPHIC DATA]

<TABLE>
<S>       <C>       <C>       <C>       <C>       <C>       <C>       <C>       <C>       <C>
5.06      4.76      6.04      3.70      1.29      0.61      0.76      2.67      4.50      4.88
1998      1999      2000      2001      2002      2003      2004      2005      2006      2007
</TABLE>





<TABLE>
<CAPTION>
2008 TOTAL RETURN AS OF SEPTEMBER 30: 2.08%
<S>                                         <C>
FOR THE PERIODS INCLUDED IN THE BAR CHART:
BEST QUARTER: 1.55%, Q3 2000                WORST QUARTER: 0.12%, Q4 2003
</TABLE>



                                              DWS Money Market Prime Series  | 9
<PAGE>

AVERAGE ANNUAL TOTAL RETURNS (%) as of 12/31/2007


<TABLE>
<CAPTION>
      1 YEAR           5 YEARS      10 YEARS
<S>                   <C>          <C>
       4.88              2.67         3.41
</TABLE>


 Total return for 2001 includes the effect of a voluntary capital contribution
 from the Advisor. Without this contribution, the total returns would have been
 lower. In addition, total returns would have been lower if operating expenses
 hadn't been reduced.

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


HOW MUCH INVESTORS PAY

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


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

 ANNUAL OPERATING EXPENSES, deducted from fund assets
________________________________________________________________________
 Management Fee                                       0.16%
 Distribution/Service (12b-1) Fee                    None
 Other Expenses 1                                     0.35
 TOTAL ANNUAL OPERATING EXPENSES 2, 3                 0.51
</TABLE>


1  "Other expenses" are based on estimated amounts for the current fiscal
    year. Actual expenses may be different. "Other Expenses" include an
    administrative services fee paid to the Advisor in the amount of 0.10%.

2  Through September 30, 2009, 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 0.67% for Class S shares, excluding certain
   expenses such as extraordinary expenses, taxes, brokerage and interest.

3  Effective October 1, 2009 through March 9, 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 0.72% for Class S
   shares, excluding certain expenses such as extraordinary expenses, taxes,
   brokerage and interest.

Based on the costs above, this example helps you compare the expenses to those
of other mutual funds. This example assumes the expenses above remain the same.
It also assumes that you invested $10,000, earned 5% annual returns and
reinvested all dividends and distributions. This is only an example; actual
expenses will be different.


<TABLE>
<CAPTION>
EXAMPLE        1 YEAR      3 YEARS      5 YEARS      10 YEARS
<S>           <C>         <C>          <C>          <C>
 Class S         $52         $164         $285         $640
</TABLE>



10 | DWS Money Market Prime Series
<PAGE>

OTHER POLICIES

           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.dws-investments.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.dws-investments.com. The posted portfolio holdings
           information is available by fund and generally remains accessible at
           least until the date on which the fund files its Form N-CSR or N-Q
           with the Securities and Exchange Commission for the period that
           includes the date as of which the posted information is current. The
           fund 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  | 11
<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 receives a management fee from the fund.
           Below is the actual rate paid by the fund for the most recent fiscal
           year, as a percentage of the fund's average daily net assets.


<TABLE>
<CAPTION>
FUND NAME                                      FEE PAID
<S>                                           <C>
  DWS Money Market Prime Series                  0.24%
</TABLE>



12 | Who Manages and Oversees the Fund
<PAGE>

           On March 31, 2008, shareholders of the fund approved an amended and
           restated investment management agreement (an "Amended Management
           Agreement") with the Advisor. Pursuant to the Amended Management
           Agreement, the Advisor provides continuous investment management of
           the assets of the fund.

           Effective May 1, 2008, the fund pays the Advisor under the Amended
           Management Agreement a fee, calculated daily and paid monthly, at
           the annual rate of 0.400% of the fund's average daily net assets up
           to $215 million, 0.275% of the next $335 million, 0.200% of the next
           $250 million, 0.150% of the next $800 million, 0.140% of the next
           $800 million, 0.130% of the next $800 million and 0.120% thereafter.


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

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


           The portfolio managers

           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  | 13
<PAGE>

FINANCIAL HIGHLIGHTS

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

DWS Money Market Prime Series - DWS Cash Investment Trust Class S


<TABLE>
<CAPTION>
YEARS ENDED JULY 31,                                     2008           2007a
<S>                                                  <C>             <C>
SELECTED PER SHARE DATA
------------------------------------------------------------------------------
NET ASSET VALUE, BEGINNING OF PERIOD                   $  1.00         $  1.00
-------------------------------------------------      -------         -------
  Net investment income                                    .037            .019
_________________________________________________      ________        ________
  Distributions from net investment income              ( .037)        (  .019)
-------------------------------------------------      --------        --------
NET ASSET VALUE, END OF PERIOD                         $  1.00         $  1.00
-------------------------------------------------      --------        --------
Total Return (%)                                        3.73b             1.89**
-------------------------------------------------      --------        --------

RATIOS TO AVERAGE NET ASSETS AND SUPPLEMENTAL DATA
-----------------------------------------------------------------      --------
Net assets, end of period ($ millions)                     579             602
_________________________________________________      ________        ________
Ratio of expenses before expense reductions (%)            .53             .56*
_________________________________________________      ________        ________
Ratio of expenses after expense reductions (%)             .53             .56*
_________________________________________________      ________        ________
Ratio of net investment income (%)                        3.68            4.81*
-------------------------------------------------      --------        --------
</TABLE>


a   For the period from March 12, 2007 (commencement of operations) to July 31,
    2007.

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

*   Annualized

**  Not annualized

14 | Financial Highlights
<PAGE>

HOW TO INVEST IN THE FUND

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

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

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

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

<PAGE>

How to BUY Class S Shares



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

 BY MAIL OR EXPRESS MAIL (SEE BELOW)

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

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

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

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

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


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

First Investment: DWS Investments, PO Box 219356, Kansas City, MO 64121-9356
Additional Investments: DWS Investments, PO Box 219154, Kansas City, MO
64121-9154
EXPRESS, REGISTERED OR CERTIFIED MAIL:
DWS Investments, 210 West 10th Street, Kansas City, MO 64105-1614


16 | How to Buy Class S Shares
<PAGE>

EXCHANGING OR SELLING SHARES: Use these instructions to exchange or sell shares
in an account opened directly with DWS Investments.


<TABLE>
<CAPTION>
 EXCHANGING INTO ANOTHER FUND                   SELLING SHARES
<S>                                            <C>
 $2,500 or more to open a new account          Some transactions, including most for
 $1,000 or more for IRAs                       over $100,000, can only be ordered in
 $50 or more for exchanges between             writing with a signature guarantee;
 existing accounts                             please see "Signature Guarantee"

 BY CHECK
 Not available                                 -  Write a check on your account for at
                                                  least $100

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

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

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

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

 USING QuickSell
 Not available                                 -  Call (800) 728-3337 to make sure
                                                  QuickSell is set up on your account; if
                                                  it is, you can request a transfer to your
                                                  bank account of any amount between
                                                  $50 and $250,000

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


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

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



                                                 How to Buy Class S Shares  | 17
<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 a
           retirement plan, check the materials you received from them about
           how to buy and sell shares because particular financial advisors or
           other intermediaries may adopt policies, procedures or limitations
           that are separate from those described by the fund. Please note that
           a financial advisor may charge fees separate from those charged by
           the fund and may be compensated by the fund.

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

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


           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


18 | Policies You Should Know About
<PAGE>

           other concessions described in the fee table or elsewhere in this
           prospectus or the Statement of Additional Information as payable to
           all financial advisors. For example, the Advisor, the Distributor
           and/or their affiliates may compensate financial advisors for
           providing the fund with "shelf space" or access to a third party
           platform or fund offering list or other marketing programs,
           including, without limitation, inclusion of the fund on preferred or
           recommended sales lists, mutual fund "supermarket" platforms and
           other formal sales programs; granting the Distributor access to the
           financial advisor's sales force; granting the Distributor access to
           the financial advisor's conferences and meetings; assistance in
           training and educating the financial advisor's personnel; and
           obtaining other forms of marketing support.

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

           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


                                            Policies You Should Know About  | 19
<PAGE>

           information regarding these revenue sharing payments is included in
           the fund's Statement of Additional Information, which is available
           to you on request at no charge (see the back cover of this
           prospectus for more information on how to request a copy of the
           Statement of Additional Information).

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

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

           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.


20 | Policies You Should Know About
<PAGE>

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

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

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

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

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

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

           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 2:00
           p.m. Eastern time, it will normally receive the dividend for that
           day.

           Investments by check will be effective on the business day following
           receipt and will earn dividends the following business day. If you
           pay for shares by check and the check fails to clear, we have the
           right to cancel your order, hold you liable or charge you or your
           account for any losses or fees the fund or its agents have incurred.



                                            Policies You Should Know About  | 21
<PAGE>

           Please contact your financial advisor for wire instructions and
           purchase orders.

           Orders processed through dealers or other financial services firms
           via Fund/SERV will be effected at the share price calculated on the
           trade day (normally the date the order is received). Purchases
           processed via Fund/SERV will begin earning dividends on the day the
           fund receives the payment (typically the next business day). For
           redemptions processed via Fund/SERV, you generally will receive
           dividends accrued up to, but not including, the business day that
           payment for your shares is made.

           When selling shares, shareholders generally receive dividends up to,
           but not including, the business day following the day on which the
           shares were sold. To sell shares, you must state whether you would
           like to receive the proceeds by wire or check.

           In order to receive proceeds by wire, contact Shareholder Services
           before 12:00 p.m. Eastern time. After you inform Shareholder
           Services of the amount of your redemption, you will receive a trade
           confirmation number. If the fund receives a sell request before
           12:00 p.m. Eastern time and the request calls for proceeds to be
           sent out by wire, 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.

           INITIAL PURCHASE MINIMUMS. The minimum initial investment is $2,500,
           except for investments on behalf of participants in certain
           fee-based and wrap programs offered through certain financial
           intermediaries approved by the Advisor, for which there is no
           minimum initial investment; and fiduciary accounts such as IRAs and
           custodial accounts such as Uniform Gifts to Minors Act and Uniform
           Transfers to Minors Act accounts for which the minimum initial
           investment is $1,000 per account. In addition,


22 | Policies You Should Know About
<PAGE>

           the minimum initial investment is $1,000 if an automatic investment
           plan of $50 per month is established. Group retirement plans and
           certain other accounts have similar or lower minimum share balance
           requirements.

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

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

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


                                            Policies You Should Know About  | 23
<PAGE>

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

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

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

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

           CHECKWRITING enables you to sell shares of the fund by writing a
           check. Your investment keeps earning dividends until your check
           clears. Please note that we will not accept checks for less than
           $100. Please note that you should not write checks for more than
           $5,000,000. Note as well that we can't honor any check larger than
           your balance at the time the check is presented to us. It is not a
           good idea to close out an account using a check because the account
           balance could change between the time you write the check and the
           time it is processed. Please keep in mind that if you make a
           purchase by check and that check has not yet cleared, those funds
           will not be available for immediate redemption.


24 | Policies You Should Know About
<PAGE>

           THE FUND ACCEPTS AUTOMATED CLEARING HOUSE ("ACH") debit entries for
           accounts that have elected the checkwriting redemption privilege.
           Upon receipt of an ACH debit entry referencing your account number
           you authorize us to redeem shares in your account to pay the entry
           to the third party originating the debit. Your fund account
           statement will show all ACH debit entries in your account. IN CASE
           OF ERRORS OR QUESTIONS ABOUT YOUR TRANSACTIONS OR PRE-AUTHORIZED
           TRANSFERS please contact your financial advisor as soon as possible
           if you believe your statement reflects an improper charge or if you
           need more information about an ACH debit entry transaction. Your
           financial advisor must contact the Shareholder Service Agent within
           sixty (60) days of the fund sending you the first fund account
           statement on which an improper charge appears.

           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 can only send wires of $1,000 or more and accept
           wires of $50 or more.

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

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


                                            Policies You Should Know About  | 25
<PAGE>

           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. Note that
           you can't get a signature guarantee from a notary public and we must
           be provided the original guarantee.

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

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

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


26 | Policies You Should Know About
<PAGE>

           SHORT-TERM TRADING. Since money market funds hold short-term
           instruments and are 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 or exchange 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 by the transfer
           agent.

           IN VALUING SECURITIES, we typically use amortized cost (the method
           used by most money market funds) to account for any premiums or
           discounts above or below the face value of any securities the fund
           buys, and round the per share NAV to the nearest whole cent.

           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 as of the close of regular trading on
           the Exchange (typically 4:00 p.m. Eastern time, but sometimes
           earlier, as in the case of scheduled half-day trading or unscheduled
           suspensions of trading). 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 seeks
           to maintain a stable $1.00 share price.


                                            Policies You Should Know About  | 27
<PAGE>

           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. During
           any such Limited Trading Period, the fund will only accept purchase
           orders by wire and telephone redemption orders with proceeds to be
           sent by wire, ACH or check and will not accept orders by any other
           means. (Automated Telephone Line orders are not permitted.) If
           redemption proceeds are requested by ACH or check, the transmission
           of the ACH payment or the mailing of the check, as the case may be,
           will be delayed by at least one business day in comparison to normal
           trading periods. Orders submitted by other means will be processed
           on the next day that the Exchange is open. 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. If redemption
           proceeds are requested by ACH or check, orders must be received
           prior to the calculation of share price. Please call (877) 237-1131
           or visit our Web site at www.dws-investments.com 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.


28 | Policies You Should Know About
<PAGE>

           Other rights we reserve

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

           -  withdraw or suspend the offering of shares at any time

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

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

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

           -  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; generally, the fund
              won't make a redemption in kind unless your requests over a
              90-day period total more than $250,000 or 1% of the value of the
              fund's net assets, whichever is less

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


                                            Policies You Should Know About  | 29
<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 (other than net long-term capital gains) 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 on December 31
           of that year, provided such dividends or distributions are paid by
           the end of the following January.

           YOU CAN CHOOSE HOW TO RECEIVE YOUR DIVIDENDS AND DISTRIBUTIONS. You
           can have them all automatically reinvested in fund shares (at NAV),
           all deposited directly to your bank account or all sent to you by
           check, have one type reinvested and the other sent to you by check
           or have them invested in a different fund. Tell us your preference
           on your application. If you don't indicate a preference, your
           dividends and distributions will all be reinvested. Under the terms
           of employer-sponsored qualified plans, and retirement plans,
           reinvestment is the only option.

           Distributions are treated the same for federal income tax purposes
           whether you receive them in cash or reinvest them in additional
           shares. For federal income tax purposes, an exchange is treated the
           same as a sale.

           Because the fund seeks to maintain a stable share price, you are
           unlikely to have capital gains or losses when you sell fund shares.

           For federal income tax purposes, distributions of net investment
           income 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 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.



30 | Understanding Distributions and Taxes
<PAGE>

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

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


                                     Understanding Distributions and Taxes  | 31
<PAGE>

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


           Using the annual fund operating expense ratios presented in the fee
           tables in the fund prospectus, the Hypothetical Expense Summary
           shows the estimated fees and expenses, in actual dollars, that would
           be charged on a hypothetical investment of $10,000 in the fund held
           for the next 10 years and the impact of such fees and expenses on
           fund returns for each year and cumulatively, assuming a 5% return
           for each year. The historical rate of return for the fund may be
           higher or lower than 5% and, for money funds, is typically less than
           5%. The tables also assume that all dividends and distributions are
           reinvested. The annual fund expense ratios shown are net of any
           contractual fee waivers or expense reimbursements, if any, for the
           period of the contractual commitment. The tables 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.


32 | Appendix
<PAGE>

DWS Money Market Prime Series - DWS Cash Investment Trust Class S



<TABLE>
<CAPTION>
              MAXIMUM           INITIAL HYPOTHETICAL                 ASSUMED RATE
           SALES CHARGE:             INVESTMENT:                      OF RETURN:
               0.00%                   $10,000                            5%
                                                              HYPOTHETICAL
             CUMULATIVE        ANNUAL       CUMULATIVE          YEAR-END
           RETURN BEFORE        FUND       RETURN AFTER      BALANCE AFTER      ANNUAL FEES
              FEES AND        EXPENSE        FEES AND           FEES AND            AND
YEAR          EXPENSES         RATIOS        EXPENSES           EXPENSES         EXPENSES
<S>       <C>                <C>          <C>               <C>                <C>
   1            5.00%        0.51%              4.49%       $ 10,449.00         $  52.14
   2           10.25%        0.51%              9.18%       $ 10,918.16         $  54.49
   3           15.76%        0.51%             14.08%       $ 11,408.39         $  56.93
   4           21.55%        0.51%             19.21%       $ 11,920.62         $  59.49
   5           27.63%        0.51%             24.56%       $ 12,455.86         $  62.16
   6           34.01%        0.51%             30.15%       $ 13,015.13         $  64.95
   7           40.71%        0.51%             36.00%       $ 13,599.51         $  67.87
   8           47.75%        0.51%             42.10%       $ 14,210.12         $  70.91
   9           55.13%        0.51%             48.48%       $ 14,848.16         $  74.10
  10           62.89%        0.51%             55.15%       $ 15,514.84         $  77.43
  TOTAL                                                                         $ 640.47
</TABLE>



                                                                  Appendix  | 33
<PAGE>

TO GET MORE INFORMATION

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

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

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


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



<TABLE>
<S>                   <C>                                <C>
SEC FILE NUMBER:
DWS Money Funds         DWS Money Market Prime Series    811-02527
</TABLE>





(12/01/08) 59-2
[RECYCLE GRAPHIC APPEARS HERE]
                                                          [DWS INVESTMENTS LOGO]
                                                             Deutsche Bank Group

<PAGE>







                                 DWS MONEY FUNDS



                          DWS Money Market Prime Series

                          DWS Money Market Fund shares


















                       STATEMENT OF ADDITIONAL INFORMATION

                                December 1, 2008

This Statement of Additional Information ("SAI") is not a prospectus and should
be read in conjunction with the prospectus for DWS Money Market Fund share class
of DWS Money Market Prime Series (the "Fund"), a series of DWS Money Funds (the
"Trust"), dated December 1, 2008, as amended from time to time, a copy of which
may be obtained without charge by contacting DWS Investments Distributors, Inc.,
222 South Riverside Plaza, Chicago, Illinois 60606, (800) 621-1148, or from the
firm from which this Statement of Additional Information was obtained and is
available along with other materials on the Securities and Exchange Commission's
web site (http://www.sec.gov).

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

This SAI is incorporated by reference into the corresponding prospectus.


                                TABLE OF CONTENTS
                                                                            Page
                                                                            ----

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

INVESTMENT POLICIES AND TECHNIQUES............................................3
         Investment Techniques................................................3
         Portfolio Holdings .................................................12

MANAGEMENT OF THE FUND.......................................................14
         Investment Advisor..................................................14

FUND SERVICE PROVIDERS.......................................................21
         Administrator.......................................................21
         Distributor.........................................................22
         Custodian...........................................................23
         Transfer Agent and Shareholder Service Agent........................23
         Fund Accounting Agent...............................................24
         Legal Counsel.......................................................24
         Independent Registered Public Accounting Firm.......................25

PORTFOLIO TRANSACTIONS.......................................................25

PURCHASE AND REDEMPTION OF SHARES............................................29

DIVIDENDS....................................................................43

TAXES........................................................................43

NET ASSET VALUE..............................................................46

TRUSTEES AND OFFICERS........................................................47

TRUST ORGANIZATION...........................................................63

PROXY VOTING GUIDELINES......................................................67

FINANCIAL STATEMENTS.........................................................68

APPENDIX A -- PROXY VOTING GUIDELINES........................................69

APPENDIX B -- RATINGS OF INVESTMENTS.........................................94




This SAI contains information about DWS Money Market Fund shares of the Fund, a
series of the Trust.

                             INVESTMENT RESTRICTIONS

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

The Fund has elected to be classified as a diversified series of an open-end
management investment company.

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

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

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

(3)      Concentrate its investments in a particular industry (excluding US
         Government Obligations), as that term is used in the 1940 Act, as
         amended, and as interpreted or modified by the regulatory authority
         having jurisdiction, from time to time, except that the Fund will
         invest more than 25% of its total assets in the obligations of banks
         and other financial institutions;

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

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

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

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

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

For purposes of the Fund's concentration limitation discussed above, financial
institutions include companies within the financial services industry. The
Advisor deems the financial services industry to include the group of industries
within the financial services sector.

For purposes of the Fund's concentration limitation discussed above, the Advisor
may analyze the characteristics of a particular issuer and security and assign
an industry or sector classification consistent with those characteristics in
the event that the third party classification provider used by the Advisor does
not assign a classification.

Further, for purposes of determining the percentage of The Fund's' total assets
invested in securities of issuers having their principal business activities in
a particular industry, asset-backed securities will be classified separately,
based on standard classifications utilized by ratings agencies, currently
consisting of the following: securities arbitrage programs, multi-seller
programs, single-seller programs and special investment vehicles.

Because the Fund concentrates its investments in obligations of banks and other
financial institutions, changes in the financial condition or market assessment
of the financial condition of these entities could have a significant adverse
impact on the Fund. Consequently, an investment in the Fund may be riskier than
an investment in a money market fund that does not concentrate in obligations of
banks and other financial institutions.

If the Fund adheres to a percentage restriction at the time of investment, a
later increase or decrease in percentage beyond the specified limit resulting
from a change in values or net assets will not be considered a violation.

The following policies are non-fundamental, and may be changed or eliminated for
the Fund by the Board of Trustees of the Trust without a vote of the Fund's
shareholders. The Fund may not:

(1)      Borrow money in an amount greater than 5% of its total assets, except
         for temporary or emergency purposes;

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

(3)      Invest more than 10% of net assets in illiquid securities.

(4)      Invest more than 10% of total assets in non-affiliated registered
         investment companies.

The Fund seeks maximum current income to the extent consistent with stability of
principal. The Fund pursues its objective by investing exclusively in the
following types of US Dollar denominated money market instruments that mature in
no more than 397 days:

o        Obligations of, or guaranteed by, the US Government, its agencies or
         instrumentalities.

o        Bank certificates of deposit, time deposits or bankers' acceptances of
         US banks (including their foreign branches), Canadian chartered banks
         and foreign banks (including their US branches).

o        Commercial paper obligations rated A-1 or A-2 by Standard & Poor's
         Corporation ("S&P") or Prime-1 or Prime-2 by Moody's Investors Service,
         Inc. ("Moody's") or issued by companies with an unsecured debt issue
         outstanding currently rated Aa by Moody's or AA by S&P or higher and
         investments in other corporate obligations such as publicly traded
         bonds, debentures and notes rated Aa by Moody's or AA by S&P or higher.
         For a description of these ratings, see "Appendix -- Ratings of
         Investments" herein.

o        Repurchase agreements backed by obligations that are suitable for
         investment under the categories set forth above. Repurchase agreements
         are discussed below.

To the extent the Fund purchases Eurodollar certificates of deposit issued by
London branches of US banks, or commercial paper issued by foreign entities,
consideration will be given to their marketability, to possible restrictions on
international currency transactions and to regulations imposed by the domicile
country of the foreign issuer. Eurodollar certificates of deposit are not
subject to the same regulatory requirements as certificates issued by US banks
and associated income may be subject to the imposition of foreign taxes.


The Fund 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 Fund's net assets valued at the time of the transaction
would be invested in such securities. If the Fund holds a material percentage of
its assets in illiquid securities, there may be a question concerning the
ability of the Fund to make payment within seven days of the date its shares are
tendered for redemption. Securities and Exchange Commission ("SEC") guidelines
provide that the usual limit on aggregate holdings by a money market fund of
illiquid assets is 10% of its net assets. The Fund's Advisor monitors holdings
of illiquid securities on an ongoing basis and will take such action as it deems
appropriate to help maintain adequate liquidity.

                       INVESTMENT POLICIES AND TECHNIQUES

Investment Techniques

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

Asset-Backed Securities. Asset-backed securities may include pools of mortgages
("mortgage-backed securities"), loans, receivables or other assets. Payment of
principal and interest may be largely dependent upon the cash flows generated by
the assets backing the securities. For purposes of determining the percentage of
the Fund's total assets invested in securities of issuers having their principal
business activities in a particular industry, asset-backed securities will be
classified separately. Asset-backed securities present certain risks that are
not presented by mortgage-backed securities. Primarily, these securities may not
have the benefit of any security interest in the related assets. 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 set off certain amounts owed on the credit cards,
thereby reducing the balance due. There is the possibility that recoveries on
repossessed collateral may not, in some cases, be available to support payments
on these securities. Asset-backed securities are often backed by a pool of
assets representing the obligations of a number of different parties. To lessen
the effect of failures by obligors on underlying assets to make payments, the
securities may contain elements of credit support which fall into two
categories: (i) liquidity protection, and (ii) protection against losses
resulting from ultimate default by an obligor on the underlying assets.
Liquidity protection refers to the provision of advances, generally by the
entity administering the pool of assets, to ensure that the receipt of payments
on the underlying pool occurs in a timely fashion. Protection against losses
results from payment of the insurance obligations on at least a portion of the
assets in the pool. This protection may be provided through guarantees, policies
or letters of credit obtained by the issuer or sponsor from third parties,
through various means of structuring the transaction or through a combination of
such approaches. The Fund will not pay any additional or separate fees for
credit support. The degree of credit support provided for each issue is
generally based on historical information respecting the level of credit risk
associated with the underlying assets. Delinquency or loss in excess of that
anticipated or failure of the credit support could adversely affect the return
on an investment in such a security. The availability of asset-backed securities
may be affected by legislative or regulatory developments. It is possible that
such developments may require the Fund to dispose of any then existing holdings
of such securities.


Bank and Savings and Loan Obligations. These obligations include negotiable
certificates of deposit, bankers' acceptances, deposit notes, fixed time
deposits or other short-term bank obligations. Certificates of deposit are
negotiable certificates evidencing the obligations of a bank to repay funds
deposited with it for a specified period of time. The Fund may invest in
certificates of deposit of large domestic banks and their foreign branches,
large US regulated subsidiaries of large foreign banks (i.e., banks which at the
time of their most recent annual financial statements show total assets in
excess of $1 billion), large foreign branches of large foreign banks and smaller
banks as described below. Although the Fund recognizes that the size of a bank
is important, this fact alone is not necessarily indicative of its
creditworthiness. Investment in certificates of deposit issued by foreign
branches of domestic banks involves investment risks that are different in some
respects from those associated with investment in certificates of deposit issued
by domestic branches of domestic banks, including the possible imposition of
withholding taxes on interest income, the possible adoption of foreign
governmental restrictions which might adversely affect the payment of principal
and interest on such certificates of deposit, or other adverse political or
economic developments. In addition, it might be more difficult to obtain and
enforce a judgment against a foreign branch of a domestic bank. Further, foreign
branches of foreign banks are not regulated by US banking authorities, and
generally are not bound by accounting, auditing and financial reporting
standards comparable to US banks.

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

As a matter of non-fundamental policy, the Fund may not borrow money in an
amount greater than 5% of total assets, except for temporary or emergency
purposes.

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

Banker's acceptances are credit instruments evidencing the obligations of a bank
to pay a draft drawn on it by a customer. These instruments reflect the
obligation both of the bank and of the drawer to pay the face amount of the
instrument upon maturity.

Time deposits are non-negotiable deposits maintained in a banking institution
for a specified period of time at a stated interest rate. Time deposits which
may be held by the Fund will not benefit from insurance from the Bank Insurance
Fund or the Savings Association Insurance Fund administered by the Federal
Deposit Insurance Corporation. Fixed time deposits may be withdrawn on demand by
the investor, but may be subject to early withdrawal penalties that vary with
market conditions and the remaining maturity of the obligation. Fixed time
deposits subject to withdrawal penalties maturing in more than seven calendar
days are subject to the Fund's limitation on investments in illiquid securities.

Commercial Paper. Subject to its investment objectives and policies, the Fund
may invest in commercial paper issued by major corporations under the Securities
Act of 1933, as amended in reliance on the exemption from registration afforded
by Section 3(a)(3) thereof. Such commercial paper may be issued only to finance
current transactions and must mature in nine months or less. Trading of such
commercial paper is conducted primarily by institutional investors through
investment dealers, and individual investor participation in the commercial
paper market is very limited. The Fund also may invest in commercial paper
issued in reliance on the so-called "private placement" exemption from
registration afforded by Section 4(2) of the Securities Act of 1933 ("Section
4(2) paper"). Section 4(2) paper is restricted as to disposition under the
federal securities laws, and generally is sold to institutional investors such
as the Fund who agree that they are purchasing the paper for investment and not
with a view to public distribution. Any resale by the purchaser must be in an
exempt transaction. Section 4(2) paper normally is resold to other institutional
investors like the Fund through or with the assistance of the issuer or
investment dealers who make a market in the Section 4(2) paper, thus providing
liquidity. The Advisor considers the legally restricted but readily saleable
Section 4(2) paper to be liquid; however, pursuant to procedures approved by the
Trust's Board, if a particular investment in Section 4(2) paper is not
determined to be liquid, that investment will be included within the limitation
of the Fund on illiquid securities. The Advisor monitors the liquidity of its
investments in Section 4(2) paper on a continuing basis.

Eurodollar Obligations. Eurodollar bank obligations are US dollar-denominated
certificates of deposit and time deposits issued outside the US capital markets
by foreign branches of US banks and US branches of foreign banks. Eurodollar
obligations are subject to the same risks that pertain to domestic issues,
notably credit risk, market risk and liquidity risk. Additionally, Eurodollar
obligations are subject to certain sovereign risks.

Foreign Investment Risk. The Fund may invest in money market instruments 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, and economic and financial instability.

Foreign Securities. Supranational entities are international organizations
designated or supported by governmental entities to promote economic
reconstruction or development and international banking institutions and related
government agencies. Examples include the International Bank for Reconstruction
and Development (the World Bank), the European Coal and Steel Community, The
Asian Development Bank and the InterAmerican Development Bank. Obligations of
supranational entities are backed by the guarantee of one or more foreign
governmental parties which sponsor the entity. All of the securities in which
the Fund may invest are US dollar-denominated.

Funding Agreements. Funding agreements are contracts issued by insurance
companies that provide investors the right to receive a variable rate of
interest and the full return of principal at maturity. Funding agreements also
include a put option that allows the Fund to terminate the agreement at a
specified time to the insurance company prior to maturity. Funding agreements
generally offer a higher yield than other variable securities with similar
credit ratings. The primary risk of the funding agreement is the credit quality
of the insurance company that issues it. Funding agreements are considered
"illiquid" securities and will count towards the Fund's limit on investing in
illiquid securities.

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

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

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

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

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

Impact of 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.

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

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 SEC. As a shareholder of another money market fund,
the Fund would bear, along with other shareholders, its prorata 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 prorata basis) in connection with
its own operations.

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

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

Letters of Credit. Municipal obligations, including certificates of
participation, commercial paper and other short-term obligations, may be backed
by an irrevocable letter of credit of a bank which assumes the obligation for
payment of principal and interest in the event of default by the issuer. Only
banks which, in the opinion of the Advisor, are of investment quality comparable
to other permitted investments of the Fund may be used for letter of credit
backed investments.

Maintenance of $1.00 Net Asset Value, Credit Quality and Portfolio Maturity. The
Fund effects sales, redemptions and repurchases at the net asset value per
share, normally $1.00. In fulfillment of their responsibilities under Rule 2a-7
of the 1940 Act, the Trust's Board has approved policies established by the
Fund's Advisor reasonably calculated to prevent the Fund's net asset value per
share from deviating from $1.00 except under unusual or extraordinary
circumstances and the Trust's Board will periodically review the Advisor's
operations under such policies at regularly scheduled Board meetings. Those
policies include a weekly monitoring by the Advisor of unrealized gains and
losses in the Fund's portfolio, and when necessary, in an effort to avoid
deviation, taking corrective action, such as adjusting the maturity of the
portfolio, or, if possible, realizing gains or losses to offset in part
unrealized losses or gains. The result of those policies may be that the yield
on shares of the Fund will be lower than would be the case if the policies were
not in effect. Such policies also provide for certain action to be taken with
respect to portfolio securities which experience a downgrade in rating or suffer
a default.

Securities eligible for investment by the Fund are those securities which are
generally rated (or issued by an issuer with comparable securities rated) in the
highest short-term rating category by at least two rating services (or by one
rating service, if no other rating agency has issued a rating with respect to
that security). These securities are known as "first tier securities."
Securities generally rated (or issued by an issuer with comparable securities
rated) in the top two categories by at least two rating agencies (or one, if
only one rating agency has rated the security) which do not qualify as first
tier securities are known as "second tier securities." The Fund will not invest
more than 5% of its total assets in the securities of a single issuer, other
than the US Government. The Fund may, however, invest more than 5% of its total
assets in the first tier securities of a single issuer for a period of up to
three business days after purchase, although the Fund may not make more than one
such investment at any time during such period. The Fund may not invest more
than 5% of its total assets in securities which were second tier securities when
acquired by the Fund. Further, the Fund may not invest more than the greater of
(1) 1% of its total assets, or (2) one million dollars, in the securities of a
single issuer which were second tier securities when acquired by the Fund.

The assets of the Fund consist entirely of cash items and investments having a
stated maturity date of 397 calendar days or less from the date of purchase
(including investment in repurchase agreements, in which case maturity is
measured by the repurchase date, without respect to the maturity of the
obligation). The portfolio of the Fund will be managed so that the average
maturity of all instruments (on a dollar-weighted basis) will be 90 days or
less. The average maturity of the Fund will vary according to the management's
appraisal of money market conditions.

Repurchase Agreements. The Fund may invest in repurchase agreements, which are
instruments under which the Fund acquires ownership of a security from a
broker-dealer or bank that agrees to repurchase the security at a mutually
agreed upon time and price (which price is higher than the purchase price),
thereby determining the yield during the Fund's holding period. Maturity of the
securities subject to repurchase may exceed one year. In the event of a
bankruptcy or other default of a seller of a repurchase agreement, the Fund
might have expenses in enforcing its rights, and could experience losses,
including a decline in the value of the underlying securities and loss of
income.

The Fund may enter into repurchase agreements with any member bank of the
Federal Reserve System or any domestic broker/dealer which is recognized as a
reporting Government securities dealer if the creditworthiness of the bank or
broker/dealer has been determined by the Advisor to be at least as high as that
of other obligations the Fund may purchase or to be at least equal to that of
issuers of commercial paper rated within the two highest grades assigned by
Moody's, S&P or Duff.

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

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

Securities Backed by Guarantees. The Fund may invest in securities backed by
guarantees from banks, insurance companies and other financial institutions. A
money market fund's ability to maintain a stable share price may depend upon
such guarantees, which are not supported by federal deposit insurance.
Consequently, changes in the credit quality of these institutions could have an
adverse impact on securities they have guaranteed or backed, which could cause
losses to the Fund and affect its share price.

Stand-by Commitments. A stand-by commitment is a right acquired by the Fund,
when it purchases a municipal obligation from a broker, dealer or other
financial institution ("seller"), to sell up to the same principal amount of
such securities back to the seller, at the Fund's option, at a specified price.
Stand-by commitments are also known as "puts." The exercise by the Fund of a
stand-by commitment is subject to the ability of the other party to fulfill its
contractual commitment.

Stand-by commitments acquired by the Fund will have the following features: (1)
they will be in writing and will be physically held by the Fund's custodian; (2)
the Fund's right to exercise them will be unconditional and unqualified; (3)
they will be entered into only with sellers which in the Advisor's opinion
present a minimal risk of default; (4) although stand-by commitments will not be
transferable, municipal obligations purchased subject to such commitments may be
sold to a third party at any time, even though the commitment is outstanding;
and (5) their exercise price will be (i) the Fund's acquisition cost (excluding
any accrued interest which the Fund paid on their acquisition), less any
amortized market premium or plus any amortized original issue discount during
the period the Fund owned the securities, plus (ii) all interest accrued on the
securities since the last interest payment date.

The Fund expects that stand-by commitments generally will be available without
the payment of any direct or indirect consideration. However, if necessary or
advisable, the Fund will pay for stand-by commitments, either separately in cash
or by paying a higher price for portfolio securities which are acquired subject
to the commitments.

It is difficult to evaluate the likelihood of use or the potential benefit of a
stand-by commitment. Therefore, it is expected that the Advisor will determine
that stand-by commitments ordinarily have a "fair value" of zero, regardless of
whether any direct or indirect consideration was paid. However, if the market
price of the security subject to the stand-by commitment is less than the
exercise price of the stand-by commitment, such security will ordinarily be
valued at such exercise price. Where the Fund has paid for a stand-by
commitment, its cost will be reflected as unrealized depreciation for the period
during which the commitment is held.

The Advisor understands that the Internal Revenue Service (the "IRS") has issued
a favorable revenue ruling to the effect that, under specified circumstances, a
registered investment company will be the owner of tax-exempt municipal
obligations acquired subject to a put option. The IRS has also issued private
letter rulings to certain taxpayers (which do not serve as precedent for other
taxpayers) to the effect that tax-exempt interest received by a regulated
investment company with respect to such obligations will be tax-exempt in the
hands of the company and may be distributed to its shareholders as
exempt-interest dividends. The IRS has subsequently announced that it will not
ordinarily issue advance ruling letters as to the identity of the true owner of
property in cases involving the sale of securities or participation interests
therein if the purchaser has the right to cause the security, or the
participation interest therein, to be purchased by either the seller or a third
party. The Fund intends to take the position for federal income tax purposes
that it owns any municipal obligations acquired subject to a Stand-by Commitment
and that tax-exempt interest earned with respect to such municipal obligations
will be tax-exempt in its hands. There is no assurance that the IRS will agree
with such position in any particular case.

Third Party Puts. The Fund may purchase long-term fixed rate bonds that have
been coupled with an option granted by a third party financial institution
allowing the Fund at specified intervals to tender (or "put") the bonds to the
institution and receive the face value thereof (plus accrued interest). These
third party puts are available in several different forms, may be represented by
custodial receipts or trust certificates and may be combined with other features
such as interest rate swaps. The Fund receives a short-term rate of interest
(which is periodically reset), and the interest rate differential between that
rate and the fixed rate on the bond is retained by the financial institution.
The financial institution granting the option does not provide credit
enhancement, and in the event that there is a default in the payment of
principal or interest, or downgrading of a bond or a loss of the bond's
tax-exempt status, the put option will terminate automatically, the risk to the
Fund will be that of holding such a long-term bond and the weighted average
maturity of the Fund's portfolio would be adversely affected.

These bonds coupled with puts may present the same tax issues as are associated
with Stand-By Commitments. As with any Stand-By Commitments acquired by the
Fund, the Fund intends to take the position that it is the owner of any
municipal obligation acquired subject to a third party put, and that tax-exempt
interest earned with respect to such municipal obligations will be tax-exempt in
its hands. There is no assurance that the IRS will agree with such position in
any particular case. Additionally, the federal income tax treatment of certain
other aspects of these investments, including the treatment of tender fees and
swap payments, in relation to various regulated investment company tax
provisions is unclear. However, the Advisor seeks to manage the Fund's portfolio
in a manner designed to minimize any adverse impact from these investments.

US Government Securities. There are two broad categories of US
Government-related debt instruments: (a) direct obligations of the US Treasury,
and (b) securities issued or guaranteed by US Government agencies.

Examples of direct obligations of the US Treasury are Treasury Bills, Notes,
Bonds and other debt securities issued by the US Treasury. These instruments are
backed by the "full faith and credit" of the United States. They differ
primarily in interest rates, the length of maturities and the dates of issuance.
Treasury bills have original maturities of one year or less. Treasury notes have
original maturities of one to ten years and Treasury bonds generally have
original maturities of greater than ten years.

Some agency securities are backed by the full faith and credit of the United
States (such as Government National Mortgage Association ("GNMA" Bonds),
Maritime Administration Title XI Ship Financing Bonds and Agency for
International Development Housing Guarantee Program Bonds) and others are backed
only by the rights of the issuer to borrow from the US Treasury (such as Federal
Home Loan Bank Bonds and Federal National Mortgage Association Bonds), while
still others, such as the securities of the Federal Farm Credit Bank, are
supported only by the credit of the issuer. With respect to securities supported
only by the credit of the issuing agency or by an additional line of credit with
the US Treasury, there is no guarantee that the US Government will provide
support to such agencies and such securities may involve risk of loss of
principal and interest.

US Government Securities may include "zero coupon" securities that have been
stripped by the US Government of their unmatured interest coupons and
collateralized obligations issued or guaranteed by a US Government agency or
instrumentality.

Interest rates on US Government obligations may be fixed or variable. Interest
rates on variable rate obligations are adjusted at regular intervals, at least
annually, according to a formula reflecting then current specified standard
rates, such as 91-day US Treasury bill rates. These adjustments generally tend
to reduce fluctuations in the market value of the securities.

The government guarantee of the US Government Securities in the Fund's portfolio
does not guarantee the net asset value of the shares of the Fund. There are
market risks inherent in all investments in securities and the value of an
investment in the Fund will fluctuate over time. Normally, the value of
investments in US Government Securities varies inversely with changes in
interest rates. For example, as interest rates rise the value of investments in
US Government Securities will tend to decline, and as interest rates fall the
value of the Fund's investments will tend to increase. In addition, the
potential for appreciation in the event of a decline in interest rates may be
limited or negated by increased principal prepayments with respect to certain
mortgage-backed securities, such as GNMA Certificates. Prepayments of high
interest rate mortgage-backed securities during times of declining interest
rates will tend to lower the return of the Fund and may even result in losses to
the Fund if some securities were acquired at a premium. Moreover, during periods
of rising interest rates, prepayments of mortgage-backed securities may decline,
resulting in the extension of the Fund's average portfolio maturity. As a
result, the Fund's return may experience greater volatility during periods of
rising interest rates than under normal market conditions.

Mortgage-backed securities may be issued or guaranteed by GNMA, Federal National
Mortgage Association ("FNMA") (also known as Fannie Mae) and Federal Home Loan
Mortgage Corporation ("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.

Variable Rate Securities. The Fund may invest in Variable Rate Securities,
instruments having rates of interest that are adjusted periodically or that
"float" continuously according to formulae intended to minimize fluctuation in
values of the instruments. The interest rate of Variable Rate Securities
ordinarily is determined by reference to or is a percentage of an objective
standard such as a bank's prime rate, the 90-day US Treasury Bill rate, or the
rate of return on commercial paper or bank certificates of deposit. Generally,
the changes in the interest rate on Variable Rate Securities reduce the
fluctuation in the market value of such securities. Accordingly, as interest
rates decrease or increase, the potential for capital appreciation or
depreciation is less than for fixed-rate obligations. Some Variable Rate Demand
Securities ("Variable Rate Demand Securities") have a demand feature entitling
the purchaser to resell the securities at an amount approximately equal to
amortized cost or the principal amount thereof plus accrued interest. As is the
case for other Variable Rate Securities, the interest rate on Variable Rate
Demand Securities varies according to some objective standard intended to
minimize fluctuation in the values of the instruments. The Fund determines the
maturity of Variable Rate Securities in accordance with Rule 2a-7, which allows
the Fund to consider certain of such instruments as having maturities shorter
than the maturity date on the face of the instrument.

When-Issued Securities. The Fund may purchase and sell securities on a
when-issued or delayed delivery basis. A when-issued or delayed delivery
transaction arises when securities are bought or sold for future payment and
delivery to secure what is considered to be an advantageous price and yield to
the Fund at the time it enters into the transaction. In determining the maturity
of portfolio securities purchased on a when-issued or delayed delivery basis,
the Fund will consider them to have been purchased on the date when it committed
itself to the purchase.

A security purchased on a when-issued basis, like all securities held by the
Fund, is subject to changes in market value based upon changes in the level of
interest rates and investors' perceptions of the creditworthiness of the issuer.
Generally such securities will appreciate in value when interest rates decline
and decrease in value when interest rates rise. Therefore if, in order to
achieve higher interest income, the Fund remains substantially fully invested at
the same time that it has purchased securities on a when-issued basis, there
will be a greater possibility that the market value of the Fund's assets will
vary from $1.00 per share because the value of a when-issued security is subject
to market fluctuation and no interest accrues to the purchaser prior to
settlement of the transaction.

The Fund will only make commitments to purchase Municipal Securities on a
when-issued or delayed delivery basis with the intention of actually acquiring
the securities, but the Fund reserves the right to sell these securities before
the settlement date if deemed advisable. The sale of these securities may result
in the realization of gains that are not exempt from federal income tax.

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

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

Portfolio Holdings

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

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

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

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


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

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

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

                             MANAGEMENT OF THE FUND

Investment Advisor

Deutsche Investment Management Americas Inc. ("DIMA" or the "Advisor"), 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 Trust, DIMA, with
headquarters at 345 Park Avenue, New York, New York 10154, makes the Fund's
investment decisions, buys and sells securities for the Fund and conducts
research that leads to these purchase and sale decisions. The Advisor manages
the Fund's daily investment and business affairs subject to the policies
established by the Trust's Board of Trustees. DIMA and its predecessors have
more than 80 years of experience managing mutual funds. DIMA provides a full
range of investment advisory services to institutional and retail clients. The
Fund's Advisor 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, DIMA 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.


In reviewing the terms of the investment management agreement (the "Investment
Management Agreement") and in discussions with the Advisor concerning the
Investment Management Agreement, the Trustees of the Trust who are not
"interested persons" of the Advisor are represented by independent counsel at
the Fund's expense.

The Advisor manages the Fund's daily investment and business affairs subject to
the policies established by the Trust's Board of Trustees. The Trustees have
overall responsibility for the management of the Fund under Massachusetts law.


Pursuant to the Investment Management Agreement, the Advisor provides continuing
investment management of the Fund's assets. In addition to the investment
management of the Fund's assets, 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 Investment Management 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 Investment Management 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 Investment Management 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
Investment Management 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.

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


Effective May 1, 2008, for all services provided under its Investment Management
Agreement, the Fund pays the Advisor a fee, computed daily and paid monthly, at
the annual rate as a percentage of net assets shown below:

Fund                                                    Management Fee Rate
----                                                    -------------------

DWS Money Market Prime Series                         0.400% to $215 billion
                                                     0.275% next $335 million
                                                     0.200% next $250 million
                                                     0.150% next $800 million
                                                     0.140% next $800 million
                                                     0.130% next $800 million
                                                         0.120% thereafter

The fee is payable monthly, provided that the Fund will make such interim
payments as may be requested by the Advisor not to exceed 75% of the amount of
the fee then accrued on the books of the Fund and unpaid.

Prior to May 1, 2008, the Trust on behalf of the Fund, paid the Advisor an
advisory fee at the annual rate of 0.50% of the first $215 million of the
combined average daily net assets of the Fund, 0.375% of the next $335 million
of combined net assets, 0.30% of the next $250 million of combined net assets,
0.25% of the next $800 million of combined net assets, 0.24% of the next $800
million of combined net assets, 0.23% of the next $800 million of combined net
assets, and 0.22% of combined average daily net assets of the Fund over $3.2
billion. The fee was payable monthly, provided that the Fund made such interim
payments as may be requested by the Advisor not to exceed 75% of the amount of
the fee then accrued on the books of the Fund and unpaid.

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

 Fund                               2008*              2007*             2006*
 ----                               -----              -----             -----

DWS Money Market Prime Series    $10,257,413        $9,862,649        $8,739,742

* Prior to May 1, 2008, these fees included an administrative services fee.

Through March 9, 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 0.47% for DWS Money Market Fund shares, excluding certain expenses
such as extraordinary expenses, taxes, brokerage and interest.


The Board and the Fund's shareholders recently approved a new subadvisor policy
for the Fund (the "Subadvisor Approval Policy"). The Subadvisor Approval Policy
permits the Advisor, subject to the approval of the Board, including a majority
of 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 Securities and Exchange Commission (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 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
Fund's exemptive application will be granted by the SEC or that it will be
sufficiently broad to allow the Fund to implement the Subadvisor Approval Policy
as described above. The SEC also has proposed Rule 15a-5 under the Investment
Company Act of 1940, as amended (the "1940 Act") in October 2003 to permit the
appointment and termination of subadvisors and amendment to subadvisory
agreements without shareholder approval. No action has been taken on proposed
Rule 15a-5 under the 1940 Act since it proposal and there is no assurances that
the rule will be adopted as proposed. The Fund 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 Fund, the Advisor and the Fund's principal underwriter have each adopted
codes of ethics under rule 17j-1 of the 1940 Act. Board members, officers of the
Trust and employees of the Advisor and principal underwriter are permitted to
make personal securities transactions, including transactions in securities that
may be purchased or held by the Fund, subject to requirements and restrictions
set forth in the applicable Code of Ethics. The Advisor's Code of Ethics
contains provisions and requirements designed to identify and address certain
conflicts of interest between personal investment activities and the interests
of the Fund. Among other things, the Advisor's Code of Ethics prohibits certain
types of transactions absent prior approval, imposes time periods during which
personal transactions may not be made in certain securities, and requires the
submission of duplicate broker confirmations and quarterly reporting of
securities transactions. Additional restrictions apply to portfolio managers,
traders, research analysts and others involved in the investment advisory
process. Exceptions to these and other provisions of the Advisor's Code of
Ethics may be granted in particular circumstances after review by appropriate
personnel.

Regulatory Matters and Legal Proceedings

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

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

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

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

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

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

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

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

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

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

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


                             FUND SERVICE PROVIDERS

Administrator

The Fund recently entered into a new administrative services agreement with DIMA
(the "Administrative Services Agreement"), pursuant to which DIMA 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 DIMA a fee, computed daily and paid monthly, of 0.100%
of the Fund's net assets. For the period from May 1, 2008 through July 31, 2008,
DIMA received an administrative services fee of $1,072,566, of which $359,367 is
unpaid as of July 31, 2008.

Under the Administrative Services Agreement, DIMA 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. DIMA
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 Fund's 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. DIMA also performs certain fund
accounting services under the Administrative Services Agreement. The
Administrative Services Agreement provides that DIMA 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 DIMA and State Street Bank and Trust
Company, the Administrator has delegated certain administrative functions to
SSB. The costs and expenses of such delegation are borne by the Administrator,
not by the Fund.

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 ("Distribution
Agreement"), DWS Investments Distributors, Inc. ("DIDI" or the "Distributor"),
222 South Riverside Plaza, Chicago, Illinois 60606, an affiliate of the Advisor,
is the principal underwriter, distributor and administrator for DWS Money Market
Fund shares of the Fund and acts as agent of the Fund in the continuous offering
of its shares. The Distribution Agreement continues in effect from year to year
so long as its continuance is approved at least annually by a vote of the Board
of Trustees of the Trust, including the Independent Trustees. The Distribution
Agreement automatically terminates in the event of its assignment and may be
terminated for a class at any time without penalty by the Fund or by DIDI upon
60 days' notice. Termination by the Fund with respect to a class may be by vote
of (i) a majority of the Board members who are not interested persons of the
Fund and who have no direct or indirect financial interest in the Distribution
Agreement, or (ii) a "majority of the outstanding voting securities" of the
class of the Fund, as defined under the 1940 Act. All material amendments must
be approved by the Board of Trustees in the manner described above with respect
to the continuation of the Agreement. The provisions concerning continuation,
amendment and termination of a Distribution Agreement are on a series by series
and class by class basis.

The Fund pays the cost for the prospectus and shareholder reports to be typeset
and printed for existing shareholders, and DIDI, as principal underwriter, pays
for the printing and distribution of copies thereof used in connection with the
offering of shares to prospective investors. DIDI also pays for supplementary
sales literature and advertising costs. DIDI receives no compensation from the
Fund as principal underwriter for DWS Money Fund shares.


Custodian

State Street Bank and Trust Company ("SSB"), 225 Franklin Street, Boston,
Massachusetts 02110, as custodian, has custody of all securities and cash of the
Fund. State Street attends to the collection of principal and income, and
payment for and collection of proceeds bought and sold by the Fund.

SSB's fee may be reduced by certain earnings credits in favor of the Fund.

Transfer Agent and Shareholder Service Agent

DWS Investments Service Company ("DISC"), 210 West 10th Street, Kansas City,
Missouri 64105-1614, an affiliate of the Advisor, serves as "Shareholder Service
Agent" or "Transfer Agent."


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

The Transfer Agent receives an annual service fee for each account of the Fund,
based on the type of account. For open retail accounts, the fee is a flat fee
ranging from $20.00 to $27.50 per account, for open wholesale money funds the
fee is $32.50 per account, while for certain retirement accounts serviced on the
recordkeeping system of ADP, Inc., the fee is a flat fee up to $3.60 per account
(as of 2007, indexed to inflation) plus an asset based fee of up to 0.25% of
average net assets. 1/12th of the annual service charge for each account is
charged and payable to the Transfer Agent each month. A fee is charged for any
account which at any time during the month had a share balance in the Fund.
Smaller fees are also charged for closed accounts for which information must be
retained on the Transfer Agent's system for up to 18 months after closing for
tax reporting purposes.

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

For the fiscal year ended July 31, 2008, the amounts charged to the Fund by DISC
were as follows:

<TABLE>
<CAPTION>
                                                                                          Amount Unpaid at July
                       Class                                        Total                        31, 2008
                       -----                                        -----                        --------

<S>                                                               <C>                               <C>
DWS Money Market Fund                                             $3,302,595                        $918,143

For the fiscal year ended July 31, 2007, the amounts charged to the Fund by DISC
were as follows:

                       Class                                        Total                      Amount Waived
                       -----                                        -----                      -------------

DWS Money Market Fund                                             $2,361,707                          --

For the fiscal year ended July 31, 2006, the amounts charged to the Fund by DISC
were as follows:

                       Class                                        Total                      Amount Waived
                       -----                                        -----                      -------------

DWS Money Market Fund                                             $3,493,120                          --
</TABLE>

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


Fund Accounting Agent

Prior to May 1, 2008, DWS Investments Fund Accounting Corporation ("DIFA"), One
Beacon Street, Boston, Massachusetts, 02108, a subsidiary of the Advisor, was
responsible for determining the daily net asset value per share of the Fund and
maintaining portfolio and general accounting records. DIFA received no fee for
its services to the Fund.

Pursuant to an agreement among the Advisor, DIFA and SSB (the "Sub-Accounting
and Sub-Administrator Agreement"), DIFA and the Advisor had delegated certain
fund accounting functions to SSB under the Sub-Accounting and Sub-Administrator
Agreement. The costs and expenses of such delegation were borne by the Advisor
and DIFA, not by the Fund.

Legal Counsel

Vedder Price P.C., 222 North LaSalle Street, Chicago, Illinois 60601, serves as
legal counsel to the Fund and as co-counsel for the Independent Trustees.

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

Independent Registered Public Accounting Firm

The financial highlights of the Fund included in the Fund's prospectuses and the
financial statements incorporated by reference in this SAI have been so included
or incorporated by reference in reliance on the report of Ernst & Young LLP, 200
Clarendon Street, Boston, MA 02116, Independent Registered Public Accounting
Firm, given on the authority of said firm as experts in auditing and accounting.
Ernst & Young LLP audits the financial statements of the Fund and provides other
audit, tax and related services. Shareholders will receive annual audited
financial statements and semi-annual unaudited financial statements.


                             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 Funds as a factor in the selection of broker-dealers to execute portfolio
transactions for the Funds and, accordingly, has implemented policies and
procedures reasonably designed to prevent its traders from considering sales of
shares of the Funds as a factor in the selection of broker-dealers to execute
portfolio transactions for the Funds.

The Advisor is permitted by Section 28(e) of the Securities Exchange Act of
1934, as amended ("1934 Act"), when placing portfolio transactions for 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 a
Portfolio will not necessarily be used by the Advisor specifically to service
such Fund.

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

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

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

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

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

Investment decisions for 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.


Money market instruments are normally purchased in principal transactions
directly from the issuer or from an underwriter or market maker. There usually
are no brokerage commissions paid by the Fund for such purchases. During the
last three fiscal years the Fund paid no portfolio brokerage commissions.
Purchases from underwriters will include a commission or concession paid by the
issuer to the underwriter, and purchases from dealers serving as market makers
will include the spread between the bid and asked prices.

The Fund is required to identify any securities of its "regular brokers or
dealers" (as such term is defined in Rule 10b-1 of the 1940 Act) that the Fund
has acquired during the most recent fiscal year. As of July 31, 2008, the Fund
did not hold any securities of its regular brokers or dealers.


                        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.

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 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, up to 0.25 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. These Firms also coordinate with the Transfer Agent in
connection with the Fund's check writing program. 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 ("FINRA") 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 -- "Strategic," "Tactical" or "all other 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 in the
Strategic and Tactical categories represents management's judgment based on the
above criteria. In addition, management may consider a fund's profile over the
course of several review periods before making a change to its category
assignment. These category assignments will be posted quarterly to the DWS
funds' Web site at www.dws-investments.com, approximately one month after the
end of each quarter. DWS Investments Wholesalers receive the highest
compensation for Strategic funds, less for Tactical funds and the lowest for all
other funds. The level of compensation among these categories may differ
significantly.

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 Strategic or Tactical funds over all other 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.


Tax-Sheltered Retirement Programs. The Shareholder Service Agent provides
retirement plan services and documents and can establish your account in any of
the following types of retirement plans:

Individual Retirement Accounts (IRAs) with State Street as custodian. This
includes Savings Incentive Match Plan for Employees of Small Employers
("SIMPLE"), IRA accounts and Simplified Employee Pension Plan (SEP) IRA accounts
and prototype documents.

403(b) Custodial Accounts with State Street as custodian. This type of plan is
available to employees of most non-profit organizations.

Prototype money purchase pension and profit sharing plans may be adopted by
employers. The maximum contribution per participant is the lesser of 100% of
compensation or $44,000 (for 2006, which is indexed for future years).

Brochures describing the above plans as well as providing model defined benefit
plans, target benefit plans, 457 plans, 401(k) plans, SIMPLE 401(k) plans and
materials for establishing them are available from the Shareholder Service Agent
upon request. The brochures for plans with State Street Bank and Trust as
custodian describe the current fees payable to State Street Bank and Trust for
its services as custodian. Investors should consult with their own tax advisers
before establishing a retirement plan.

Special Features. Certain firms that offer shares of the Fund also provide
special redemption features through charge or debit cards and checks that redeem
Fund shares. Various firms have different charges for their services.
Shareholders should obtain information from their firm with respect to any
special redemption features, applicable charges, minimum balance requirements
and special rules of the cash management program being offered.

Purchase of Shares

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 Fund's prospectus.
There is no sales charge. The minimum initial investment in any Fund is $1,000
($500 for IRAs), $10,000 for a DWS MoneyPLUS AccountSM and the minimum
subsequent investment is $50, but such minimum amounts may be changed at any
time. See the prospectus for certain exceptions to these minimums. The Fund may
waive the minimum for purchases by trustees, directors, officers or employees of
the Trust or the Advisor and its affiliates and the $3 monthly fee assessed on
accounts below $1,000. Since the Fund will be investing in instruments that
normally require immediate payment in federal funds (monies credited to a bank's
account with its regional Federal Reserve Bank), the Fund has adopted procedures
for the convenience of its shareholders and to ensure that the Fund receives
investable funds.

DIDI may in its discretion pay compensation, in amounts not to exceed 0.50% of
net asset value, to financial services firms in connection with the sales DWS
Money Market Fund shares to employee benefit plans in excess of $3 million using
the OmniPlus subaccount record keeping system maintained by ADP, Inc. for DWS
Retirement Plans under an alliance with DIDI and its affiliates.


Revenue Sharing

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

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

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

The Advisor, the Distributor and/or their affiliates may also make such revenue
sharing payments to financial advisors under the terms discussed above in
connection with the distribution of both DWS funds and non-DWS funds by
financial advisors to retirement plans that obtain record keeping services from
ADP, Inc. on the DWS Scudder 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 Clearing/Wachovia Securities
Fiserv Trust Company
HD Vest Investment Securities, Inc.
ING Group
John Hancock Distributors LLC
LPL Financial
M.L. Stern & Co.
Meridien Financial Group
Merrill Lynch, Pierce, Fenner & Smith Inc.
Morgan Stanley
Oppenheimer & Co., Inc.
Raymond James & Associates
Raymond James Financial Services
RBC Dain Rauscher, Inc
Securities America, Inc.
UBS Financial Services
Wachovia Securities
Wells Fargo Investments, LLC

Channel: Cash Product Platform
------------------------------
Allegheny Investments LTD
Bank of New York (Hare & Co.)
Bear, Stearns Securities Corp.
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
Huntleigh Securities
Lincoln Investment Planning
LPL Financial
Mellon Financial Markets LLC
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.
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
Farmers New World Life Insurance Company
Fidelity Security Life Insurance Company
First Allmerica Financial Life Insurance Company
First Great West Life and Annuity Company
Genworth Life Insurance Company of New York
Genworth Life and Annuity Insurance Company
Great West Life and Annuity Insurance Company
Hartford Life Insurance Company
Integrity Life Insurance Company
John Hancock Life Insurance companies
Kemper Investors Life Insurance Company
Lincoln Benefit Life Insurance Company
Lincoln Life & Annuity Company of New York
Lincoln National Life Insurance Company
Massachusetts Mutual Life Insurance Group
MetLife Group
Minnesota Life Insurance Company
National Life Insurance Company
National Integrity Life Insurance Company
Nationwide Group
New York Life Insurance and Annuity Corporation
Phoenix Life Insurance Company
Protective Life Insurance
Provident Mutual Life Insurance
Prudential Insurance Company of America
Sun Life Group
Symetra Life Insurance Company
Transamerica Life Insurance Company
Union Central Life Insurance Company
United of Omaha Life Insurance Company
United Investors Life Insurance Company
Western Southern Life Assurance Company

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

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

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

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


Redemption of Shares

General. Upon receipt by the Shareholder Service Agent of a request for
redemption in proper form, shares will be redeemed by the Fund at the applicable
net asset value as described in the Fund's prospectus.

The Fund may suspend the right of redemption or delay payment more than seven
days (a) during any period when the New York Stock Exchange ("Exchange") is
closed other than customary weekend and holiday closings or during any period in
which trading on the Exchange is restricted, (b) during any period when an
emergency exists as a result of which (i) disposal of the Fund's investments is
not reasonably practicable, or (ii) it is not reasonably practicable for the
Fund to determine the value of its net assets, or (c) for such other periods as
the Securities and Exchange Commission may by order permit for the protection of
the Funds' shareholders.

In addition, the Fund may delay payments of redemptions in the event of a
closing of the Federal Reserve Bank's wire payment system until a reasonable
time after the system reopens, but in any event the Fund may not delay payment
more than seven days except under the circumstances discussed in the previous
paragraph.

Although it is the Fund's present policy to redeem in cash, if the Board of
Trustees determines that a material adverse effect would be experienced by the
remaining shareholders if payment were made wholly in cash, the Trust will pay
the redemption price in part by a distribution of portfolio securities in lieu
of cash, in conformity with the applicable rules of the SEC, taking such
securities at the same value used to determine net asset value, and selecting
the securities in such manner as the Board of Trustees may deem fair and
equitable. If such a distribution occurs, shareholders receiving securities and
selling them could receive less than the redemption value of such securities and
in addition could incur certain transaction costs. Such a redemption would not
be as liquid as a redemption entirely in cash. The Trust has elected to be
governed by Rule 18f-1 under the 1940 Act pursuant to which the Trust is
obligated to redeem shares of the Fund solely in cash up to the lesser of
$250,000 or 1% of the net assets of the Fund during any 90-day period for any
one shareholder of record.

Regular Redemptions. When shares are held for the account of a shareholder by
the Trust's transfer agent, the shareholder may redeem them by sending a written
request with signatures guaranteed to DWS Investments Service Company, P.O. Box
219557, Kansas City, Missouri 64121-9557. Redemption requests and a stock power
must be endorsed by the account holder with signatures guaranteed by a
commercial bank, trust company, savings and loan association, federal savings
bank, member firm of a national securities exchange or other eligible financial
institution. The redemption request and stock power must be signed exactly as
the account is registered including any special capacity of the registered
owner. Additional documentation may be requested, and a signature guarantee is
normally required, from institutional and fiduciary account holders, such as
corporations, custodians (e.g., under the Uniform Transfers to Minors Act),
executors, administrators, trustees or guardians.

Redemption by Check/ACH Debit Disclosure. The Fund will accept Automated
Clearing House ("ACH") debit entries for accounts that have elected the
checkwriting redemption privilege. An example of an ACH debit is a transaction
in which you have given your insurance company, mortgage company, credit card
company, utility company, health club, etc., the right to withdraw your monthly
payment from your Fund account or the right to convert your mailed check into an
ACH debit. Sometimes, you may give a merchant from whom you wish to purchase
goods the right to convert your check to an ACH debit. You may also authorize a
third party to initiate an individual payment in a specific amount from your
account by providing your account information and authorization to such third
party via the Internet or telephone. You authorize the Fund upon receipt of an
ACH debit entry referencing your account number, to redeem Fund shares in your
account to pay the entry to the third party originating the debit. The Fund will
make the payment on the basis of the account number that you provide to your
merchant and will not compare this account number with the name on the account.
The Fund, the Fund's transfer agent, the Shareholder Service Agent or any other
person or system handling the transaction are not required to determine if there
is a discrepancy between the name and the account number shown on the transfer
instructions.

The payment of any ACH debit entry will be subject to sufficient funds being
available in the designated account; the Fund will not be able to honor an ACH
debit entry if sufficient funds are not available. ACH debit entry transactions
to your Fund account should not be initiated or authorized by you in amounts
exceeding the amount of Shares of the Fund then in the account and available for
redemption. The Fund may refuse to honor ACH debit entry transactions whenever
the right of redemption has been suspended or postponed, or whenever the account
is otherwise impaired. Your Fund account statement will show any ACH debit
entries in your account; you will not receive any other separate notice.
(Merchants are permitted to convert your checks into ACH debits only with your
prior consent.)

You may authorize payment of a specific amount to be made from your account
directly by the Fund to third parties on a continuing periodic basis. To arrange
for this service, you should contact the person or company you will be paying.
Any preauthorized transfers will be subject to sufficient funds being available
in the designated account. A preauthorized transfer will continue to be made
from the account in the same amount and frequency as initially established until
you terminate the preauthorized transfer instructions with the person or company
whom you have been paying. If regular preauthorized payments may vary in amount,
the person or company you are going to pay should tell you ten (10) days before
each payment will be made and how much the payment will be. If you have told the
Fund in advance to make regular payments out of your account, you may stop any
of these payments by writing or calling the Shareholder Service Agent at the
address and telephone number listed in the next paragraph in time for the
Shareholder Service Agent to receive your request three (3) business days or
more before the payment is scheduled to be made. If you call, the Fund may also
require that you put your request in writing so that the Fund will receive it
within 14 days after you call. If you order the Fund to stop one of these
payments three (3) business days or more before the transfer is scheduled and
the Fund does not do so, the Fund will be liable for your loss or damages but
not in an amount exceeding the amount of the payment. A stop payment order will
stop only the designated periodic payment. If you wish to terminate the periodic
preauthorized transfers, you should do so with the person or company to whom you
have been making payments.

In case of errors or questions about your ACH debit entry transactions please
telephone ((800) 621-1048) or write (DWS Investments Service Company, 222 South
Riverside Plaza, Chicago, IL 60606-5808) the Shareholder Service Agent as soon
as possible if you think your statement is wrong or shows an improper transfer
or if you need more information about a transfer listed on the statement. Our
business days are Monday through Friday except holidays. The Shareholder Service
Agent must hear from you no later than 60 days after the Fund sent you the first
Fund account statement on which the problem or error appeared. If you do not
notify the Shareholder Service Agent within sixty (60) days after the Fund sends
you the account statement, you may not get back any money you have lost, and you
may not get back any additional money you lose after the sixty (60) days if the
Fund or Shareholder Service Agent could have stopped someone from taking that
money if you had notified the Shareholder Service Agent in time.

Tell us your name and account number. Describe the error or the transfer you are
unsure about, and explain why you believe it is an error or why you need more
information. Tell us the dollar amount of the suspected error. If you tell the
Shareholder Service Agent orally, the Shareholder Service Agent may require that
you send your complaint or questions in writing within ten (10) business days.
The Shareholder Service Agent will determine whether an error occurred within
ten (10) business days after it hears from you and will correct any error
promptly. If the Shareholder Service Agent needs more time, however, it may take
up to 45 days (90 days for certain types of transactions) to investigate your
complaint or question. If the Shareholder Service Agent decides to do this, your
account will be credited with escrowed Fund shares within ten (10) business days
for the amount you think is in error so that you will have the use of the money
during the time it takes the Shareholder Service Agent to complete its
investigation. If the Shareholder Service Agent asks you to put your complaint
or questions in writing and the Shareholder Service Agent does not receive it
within ten (10) business days, your account may not be credited. The Shareholder
Service Agent will tell you the results within three (3) business days after
completing its investigation. If the Shareholder Service Agent determines that
there was no error, the Shareholder Service Agent will send you a written
explanation. You may ask for copies of documents that were used by the
Shareholder Service Agent in the investigation.

In the event the Fund, the Fund's named transfer agent or the Shareholder
Service Agent does not complete a transfer from your account on time or in the
correct amount according to the Fund's agreement with you, the Fund may be
liable for your losses or damages. The Fund will not be liable to you if (i)
there are not sufficient funds available in your account, (ii) circumstances
beyond our control (such as fire or flood or malfunction of equipment) prevent
the transfer, (iii) you or another shareholder have supplied a merchant with
incorrect account information, or (iv) a merchant has incorrectly formulated an
ACH debit entry. In any case, the Fund's liability shall not exceed the amount
of the transfer in question.

The Fund, the Fund's named transfer agent or the Shareholder Service Agent will
disclose information to third parties about your account or the transfers you
make: (1) where it is necessary for completing the transfers, (2) in order to
verify the existence or condition of your account for a third party such as a
credit bureau or a merchant, (3) in order to comply with government agencies or
court orders or (4) if you have given the Fund written permission.

The acceptance and processing of ACH debit entry transactions is established
solely for your convenience and the Fund reserves the right to suspend,
terminate or modify your ability to redeem fund shares by ACH debit entry
transactions at any time. ACH debit entry transactions are governed by the rules
of the National Automated Clearing House Association ("NACHA") Operating Rules
and any local ACH operating rules then in effect, as well as Regulation E of the
Federal Reserve Board.

Telephone Redemptions. If the proceeds of the redemption are $100,000 or less
and the proceeds are payable to the shareholder of record at the address of
record, normally a telephone request or a written request by any one account
holder without a signature guarantee is sufficient for redemptions by individual
or joint account holders, and trust, executor, guardian and custodian account
holders, provided the trustee, executor guardian or custodian is named in the
account registration. Other institutional account holders may exercise this
special privilege of redeeming shares by telephone request or written request
without signature guarantee subject to the same conditions as individual account
holders and subject to the limitations on liability, provided that this
privilege has been pre-authorized by the institutional account holder by written
instruction to the Shareholder Service Agent with signatures guaranteed. Shares
purchased by check or through certain ACH transactions may not be redeemed under
this privilege of redeeming shares by telephone request until such shares have
been owned for at least 10 days. This privilege of redeeming shares by telephone
request or by written request without a signature guarantee may not be used to
redeem shares held in certificate form and may not be used if the shareholder's
account has had an address change within 15 days of the redemption request.
During periods when it is difficult to contact the Shareholder Service Agent by
telephone, it may be difficult to use the telephone redemption privilege,
although investors can still redeem by mail. The Fund reserves the right to
terminate or modify this privilege at any time.

Expedited Wire Transfer Redemptions. If the account holder has given
authorization for expedited wire redemption to the account holder's brokerage or
bank account, shares can be redeemed and proceeds sent by a federal wire
transfer to a single previously designated account. Requests received by the
Shareholder Service Agent prior to 12:00 p.m. Eastern time and can be identified
as an investment in the Fund will result in shares being redeemed that day and
normally the proceeds will be sent to the designated account that day. Once
authorization is on file, the Shareholder Service Agent will honor requests by
telephone at (800) 621-1048 or in writing, subject to the limitations on
liability. The Fund is not responsible for the efficiency of the federal wire
system or the account holder's financial services firm or bank. The Fund
currently does not charge the account holder for wire transfers. The account
holder is responsible for any charges imposed by the account holder's firm or
bank. There is a $1,000 wire redemption minimum. To change the designated
account to receive wire redemption proceeds, send a written request to the
Shareholder Service Agent with signatures guaranteed as described above, or
contact the firm through which shares of the Fund were purchased. Shares
purchased by check or through certain ACH transactions may not be redeemed by
wire transfer until the shares have been owned for at least 10 days. Account
holders may not use this procedure to redeem shares held in certificate form.
During periods when it is difficult to contact the Shareholder Service Agent by
telephone, it may be difficult to use the expedited wire transfer redemption
privilege. The Fund reserves the right to terminate or modify this privilege at
any time.

Redemptions by Draft. Upon request, shareholders will be provided with drafts to
be drawn on the Fund ("Redemption Checks"). These Redemption Checks may be made
payable to the order of any person for not more than $5 million. When a
Redemption Check is presented for payment, a sufficient number of full and
fractional shares in the shareholder's account will be redeemed as of the next
determined net asset value to cover the amount of the Redemption Check. This
will enable the shareholder to continue earning dividends until the Fund
receives the Redemption Check. A shareholder wishing to use this method of
redemption must complete and file an Account Application which is available from
the Fund or firms through which shares were purchased. Redemption Checks should
not be used to close an account since the account normally includes accrued but
unpaid dividends. The Fund reserves the right to terminate or modify this
privilege at any time. This privilege may not be available through some firms
that distribute shares of the Fund. In addition, firms may impose minimum
balance requirements in order to offer this feature. Firms may also impose fees
to investors for this privilege or establish variations of minimum check amounts
if approved by the Fund.

Unless one signer is authorized on the Account Application, Redemption Checks
must be signed by all account holders. Any change in the signature authorization
must be made by written notice to the Shareholder Service Agent. Shares
purchased by check or through certain ACH transactions may not be redeemed by
Redemption Check until the shares have been on the Fund's books for at least 10
days. Shareholders may not use this procedure to redeem shares held in
certificate form. The Fund reserves the right to terminate or modify this
privilege at any time.

The Fund may refuse to honor Redemption Checks whenever the right of redemption
has been suspended or postponed, or whenever the account is otherwise impaired.
A $10 service fee will be charged when a Redemption Check is presented to redeem
Fund shares in excess of the value of the Fund account or in an amount less than
$500; when a Redemption Check is presented that would require redemption of
shares that were purchased by check or certain ACH transactions within 10 days;
or when "stop payment" of a Redemption Check is requested.

Exchanges Involving Institutional Shares. The following persons may, subject to
certain limitations, exchange the shares of the Fund for shares of the
institutional class of other DWS funds, and may exchange shares of the
institutional class of other DWS funds for shares of the Fund: (1) a current or
former director or trustee of the Deutsche or DWS mutual funds; and (2) 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
fund.

Special Features

Automatic Withdrawal Program. If you own $5,000 or more of the Fund's shares you
may provide for the payment from your account of any requested dollar amount to
be paid to you or your designated payee monthly, quarterly, semi-annually or
annually. The $5,000 minimum account size is not applicable to Individual
Retirement Accounts. Dividend distributions will be automatically reinvested at
net asset value. A sufficient number of full and fractional shares will be
redeemed to make the designated payment. Depending upon the size of the payments
requested, redemptions for the purpose of making such payments may reduce or
even exhaust the account. Additionally, there is a $3/month charge if your
account balance is below $1,000 for the last 30 days. The program may be amended
on thirty days notice by the Fund and may be terminated at any time by the
shareholder or the Fund. The minimum automatic withdrawal amount is $1,000 and
the shareholder will be charged a $5.00 fee for each withdrawal.

                                    DIVIDENDS

Dividends paid by the Fund with respect to each class of its shares will be
calculated in the same manner, at the same time and on the same day.

Dividends are declared daily and paid monthly. Shareholders will receive
dividends in additional shares unless they elect to receive cash. Dividends will
be reinvested monthly in shares of the Fund at the net asset value. The Fund
will pay shareholders who redeem their entire accounts all unpaid dividends at
the time of the redemption not later than the next dividend payment date. Upon
written request to the Shareholder Service Agent, a shareholder may elect to
have dividends invested in shares of another DWS Mutual Fund offering this
privilege at the net asset value of such other fund. To use this privilege of
investing dividends of the Fund in shares of another DWS Mutual Fund,
shareholders must maintain a minimum account value of $1,000 in the Fund.

If a shareholder has elected to reinvest any dividends and/or other
distributions in the Fund, such distributions will be made in shares of the Fund
and confirmations will be mailed to each shareholder. If a shareholder has
chosen to receive cash, a check will be sent. Distributions of net investment
income and net realized capital gains are taxable for federal income tax
purposes, whether made in shares or cash.

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

The Fund may at any time vary its foregoing dividend practices and, therefore,
reserves the right from time to time to either distribute or retain for
reinvestment such of its net investment income (which includes its net
short-term capital gains) and net long-term capital gains, if any, as the Board
of Trustees determines appropriate under the then current circumstances. In
particular, and without limiting the foregoing, the Fund may make additional
distributions of net investment income or net capital gain in order to satisfy
the minimum distribution requirements contained in the Internal Revenue Code of
1986, as amended (the "Code").

                                      TAXES

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

The Fund has elected to be treated as a regulated investment company under
Subchapter M of the Code and has qualified as such since its inception. The Fund
intends to continue to so qualify in each taxable year as required under the
Code in order to avoid payment of federal income tax at the Fund level on the
income and gains it distributes to its shareholders. In order to qualify as a
regulated investment company, the Fund must meet certain requirements regarding
the source of its income, the diversification of its assets and the distribution
of its net investment income. The Fund is required to distribute to its
shareholders at least 90 percent 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 net short-term capital gain) and
net tax-exempt interest income and generally is not subject to federal income
tax to the extent that it distributes annually such net investment income and
net realized capital gains in the manner required under the Code. Distributions
of investment income of a Fund are generally taxable to shareholders as ordinary
income.

If for any taxable year the Fund does not qualify for the special federal income
tax treatment afforded regulated investment companies, all of its taxable income
will be subject to federal income tax at regular corporate rates (without any
deduction for distributions to its shareholders).

The Fund is subject to a 4% nondeductible federal excise tax on amounts required
to be, but not, distributed under a prescribed formula. The formula requires
payment to shareholders during a calendar year of distributions representing at
least 98% of the Fund's taxable ordinary income for the calendar year and at
least 98% of the excess of its capital gains over capital losses realized during
the one-year period ending October 31 (in most cases) of such year as well as
amounts that were neither distributed nor taxed to the Fund during the prior
calendar year. Although the Fund's distribution policies should enable it to
avoid 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.

Subchapter M of the Code permits the character of tax-exempt interest
distributed by a regulated investment company to flow-through as tax-exempt
interest to its shareholders, provided that at least 50% of the value of the
Fund's assets at the end of each quarter of the taxable year is invested in
state, municipal and other obligations the interest on which is excluded from
gross income under Section 103(a) of the Code. The Fund intends to satisfy this
50% requirement in order to permit distributions of tax-exempt interest to be
treated as such for federal income tax purposes in the hands of its
shareholders. These distributions may be subject to the individual or corporate
alternative minimum tax. Discount from certain stripped tax-exempt obligations
or their coupons may be taxable.

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, including those who fail to furnish the Fund with their taxpayer
identification number and certifications as to their federal income tax status.

Shareholders of the Fund may be subject to state and local taxes on
distributions received from the Fund and on redemptions of the Fund's shares,
although it is unlikely that shareholders will recognize gain or loss or
redemptions since the Fund seeks to maintain a stable share price. Any
shareholder who is not a US person (as such term is defined in the Code) should
consider the US and foreign tax consequences of ownership of shares of the Fund,
including the possibility that such a shareholder may be subject to current US
withholding tax on amounts paid to him or her.

Interest on indebtedness incurred by shareholders to purchase or carry shares of
the Fund will not be deductible for federal income tax purposes. Under rules
used by the IRS to determine when borrowed funds are used for the purpose of
purchasing or carrying particular assets, the purchase of shares may be
considered to have been made with borrowed funds even though the borrowed funds
are not directly traceable to the purchase of shares.

Section 147(a) of the Code prohibits exemption from federal income taxation of
interest on certain governmental obligations to persons who are "substantial
users" (or persons related thereto) of facilities financed by such obligations.
The Fund has not undertaken any investigation as to the users of the facilities
financed by bonds in its portfolio.

Tax legislation in recent years has included several provisions that may affect
the supply of, and the demand for, tax-exempt bonds, as well as the tax-exempt
nature of interest paid thereon. It is not possible to predict with certainty
the effect of these tax law changes upon the tax-exempt bond market, including
the availability of obligations appropriate for investment, nor is it possible
to predict any additional restrictions that may be enacted in the future.

Exempt-interest dividends are included as income for purposes of determining
whether the amount of a shareholder's total social security benefits and
railroad retirement benefits are subject to tax.


                                 NET ASSET VALUE

The net asset value ("NAV") per share of the Fund is calculated on each day on
which the Fund is open for business. The Fund is open for business each day the
New York Stock Exchange is open, as described in the Fund's current prospectus.
The NAV per share of the Fund is computed by dividing the value of the Fund's
assets less all liabilities, by the total number of shares of the Fund
outstanding. Although there is no guarantee, the Fund's NAV per share will
normally be $1.00.

The Fund values its portfolio instruments at amortized cost, which does not take
into account unrealized capital gains or losses. This involves initially valuing
an instrument at its cost and thereafter assuming a constant amortization to
maturity of any discount or premium, regardless of the impact of fluctuating
interest rates on the market value of the instrument. While this method provides
certainty in valuation, it may result in periods during which value, as
determined by amortized cost, is higher or lower than the price the Fund would
receive if it sold the instrument.

The Board has established procedures reasonably designed to stabilize the Fund's
NAV per share at $1.00. Under the procedures, the Advisor will monitor and
notify the Board of circumstances where the Fund's NAV per share calculated by
using market valuations may deviate from the $1.00 per share calculated using
amortized cost. If there were any deviation that the Board believed would result
in a material dilution or unfair result for investors or existing shareholders,
the Board would promptly consider what action, if any, should be initiated. Such
actions could include selling assets prior to maturity to realize capital gains
or losses; shortening average maturity of the portfolio; withholding or reducing
dividends; redeeming shares in kind; or valuing assets based on market
valuations.

Market  valuations  are obtained by using actual  quotations  provided by market
makers,  estimates of market value,  or values obtained from yield data relating
to classes of money market  instruments  published  by reputable  sources at the
mean between the bid and asked prices for the  instruments.  In accordance  with
procedures approved by the Board, in the event market quotations are not readily
available for certain  portfolio  assets the fair value of such portfolio assets
will be determined  in good faith by the  Fund's/Portfolio's  Pricing  Committee
(or, in some cases, the Board's  Valuation  Committee) based upon input from the
Advisor or other third parties. Additionally, for purposes of determining market
valuations, through January 12, 2009, or such later date as extended by the SEC,
certain  portfolio assets may be valued at amortized cost, unless the particular
circumstances  suggest that amortized cost is no longer appropriate (e.g., there
is an impairment of the  creditworthiness  of the issuer).  The use of amortized
cost for  purposes of  determining  market  valuations  is limited to  portfolio
assets that (i) have a remaining maturity of 60 days or less as set forth on the
face of the instrument;  (ii) are considered  First Tier Securities  pursuant to
SEC rules; and (iii) are expected to be held to maturity.
                              TRUSTEES AND OFFICERS

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

Independent Board Members

<TABLE>
<CAPTION>
--------------------------------------------------------------------------------------------------------------------
 Name, Year of Birth, Position                                                                   Number of Funds
 with the Trust and Length of     Business Experience and                                        in DWS Fund
 Time Served(1)                   Directorships During the Past 5 Years                          Complex Overseen
--------------------------------------------------------------------------------------------------------------------
<S>                                         <C>                                                         <C>
Dawn-Marie Driscoll (1946)        President, Driscoll Associates (consulting firm); Executive           133
Chairperson since 2004,(2) and    Fellow, Center for Business Ethics, Bentley College;
Board Member since 1987           formerly: Partner, Palmer & Dodge (1988-1990); Vice President
                                  of Corporate Affairs and General Counsel, Filene's
                                  (1978-1988); Directorships: Trustee of 8 open-end mutual
                                  funds managed by Sun Capital Advisers, Inc. (since 2007);
                                  Director of ICI Mutual Insurance Company (since 2007);
                                  Advisory Board, Center for Business Ethics, Bentley College;
                                  Trustee, Southwest Florida Community Foundation (charitable
                                  organization); former Directorships: Investment Company
                                  Institute (audit, executive, nominating committees) and
                                  Independent Directors Council (governance, executive
                                  committees)
--------------------------------------------------------------------------------------------------------------------
Paul K. Freeman                   Consultant, World Bank/Inter-American Development Bank;               133
(1950)                            formerly: Project Leader, International Institute for Applied
Vice Chairperson since 2008, and  Systems Analysis (1998-2001); Chief Executive Officer, The
Board Member since 1993           Eric Group, Inc. (environmental insurance) (1986-1998)
--------------------------------------------------------------------------------------------------------------------
John W. Ballantine (1946)         Retired; formerly: Executive Vice President and Chief Risk            133
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:               133
 Board Member since               Association of Public Television Stations; Becton Dickinson
 1990                             and Company(3) (medical technology company); Belo
                                  Corporation(3) (media company); Boston Museum of Science;
                                  Public Radio International; former Directorships: American
                                  Public Television; Concord Academy; New England Aquarium;
                                  Mass. Corporation for Educational Telecommunications;
                                  Committee for Economic Development; Public Broadcasting
                                  Service
--------------------------------------------------------------------------------------------------------------------
Keith R. Fox (1954)               Managing General Partner, Exeter Capital Partners (a series           133
Board Member since                of private equity funds); Directorships: Progressive Holding
1996                              Corporation (kitchen goods importer and distributor); Natural
                                  History, Inc. (magazine publisher); Box Top Media Inc.
                                  (advertising); The Kennel Shop (retailer)
--------------------------------------------------------------------------------------------------------------------
Kenneth C. Froewiss               Clinical Professor of Finance, NYU Stern School of Business           133
(1945)                            (1997-present); Member, Finance Committee, Association for
Board Member since                Asian Studies (2002-present); Director, Mitsui Sumitomo
2001                              Insurance Group (US) (2004-present); prior thereto, Managing
                                  Director, J.P. Morgan (investment banking firm) (until 1996)
--------------------------------------------------------------------------------------------------------------------
Richard J. Herring                Jacob Safra Professor of International Banking and Professor,         133
(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                    133
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             133
(1951)                            Trusts (charitable organization) (1994 to present); Trustee,
Board Member since                Thomas Jefferson Foundation (charitable organization) (1994
1995                              to present); Trustee, Executive Committee, Philadelphia
                                  Chamber of Commerce (2001 to 2007); Trustee, Pro Publica
                                  (2007-present) (charitable organization); formerly: Executive
                                  Vice President, The Glenmede Trust Company (investment trust
                                  and wealth management) (1983 to 2004); Board Member, Investor
                                  Education (charitable organization) (2004-2005); Director,
                                  Viasys Health Care(3) (January 2007-June 2007)
--------------------------------------------------------------------------------------------------------------------
William N. Searcy, Jr.            Private investor since October 2003; Trustee of 8 open-end            133
(1946)                            mutual funds managed by Sun Capital Advisers, Inc. (since
Board Member since                October 1998); formerly: Pension & Savings Trust Officer,
1993                              Sprint Corporation(3) (telecommunications) (November
                                  1989-September 2003)
--------------------------------------------------------------------------------------------------------------------
Jean Gleason Stromberg            Retired; formerly: Consultant (1997-2001); Director, US               133
(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;
                                  Service Source, Inc.; former Directorships: Mutual Fund
                                  Directors Forum (2002-2004), American Bar Retirement
                                  Association (funding vehicle for retirement plans) (1987-1990
                                  and 1994-1996)
--------------------------------------------------------------------------------------------------------------------
Robert H. Wadsworth (1940)        President, Robert H. Wadsworth & Associates, Inc. (consulting         136
Board Member since 1999           firm) (1983 to present); Director, The Phoenix Boys Choir
                                  Association
--------------------------------------------------------------------------------------------------------------------

Interested Board Member

--------------------------------------------------------------------------------------------------------------------
 Name, Year of Birth, Position                                                                   Number of Funds
 with the Trust and Length of     Business Experience and                                        in DWS Fund
 Time Served(1)                   Directorships During the Past 5 Years                          Complex Overseen
--------------------------------------------------------------------------------------------------------------------
 Axel Schwarzer(4)                Managing Director(5), Deutsche Asset Management; Head of              133
 (1958)                           Deutsche Asset Management Americas; CEO of DWS Investments;
 Board Member since               formerly: board member of DWS Investments, Germany
 2006                             (1999-2005); Head of Sales and Product Management for the
                                  Retail and Private Banking Division of Deutsche Bank in
                                  Germany (1997-1999); various strategic and operational
                                  positions for Deutsche Bank Germany Retail and Private
                                  Banking Division in the field of investment funds, tax driven
                                  instruments and asset management for corporates (1989-1996)
--------------------------------------------------------------------------------------------------------------------

Officers(6)

--------------------------------------------------------------------------------------------------------------------
 Name, Year of Birth, Position
 with the Trust and Length of     Business Experience and
 Time Served(7)                   Directorships During the Past 5 Years
--------------------------------------------------------------------------------------------------------------------
 Michael G. Clark(8) (1965)       Managing Director(5), 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(9) (1962)          Director(5), Deutsche Asset Management
 Vice President and Secretary,
 1999-present
--------------------------------------------------------------------------------------------------------------------
 Paul H. Schubert(8) (1963)       Managing Director(5), 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)
--------------------------------------------------------------------------------------------------------------------
 Patricia DeFilippis(10) (1963)   Vice President, Deutsche Asset Management (since June 2005); formerly: Counsel,
 Assistant Secretary,             New York Life Investment Management LLC (2003-2005); legal associate, Lord,
 2005-present                     Abbett & Co. LLC (1998-2003)
--------------------------------------------------------------------------------------------------------------------
 Elisa D. Metzger(10)  (1962)     Director(5), Deutsche Asset Management (since September 2005); formerly:
 Assistant Secretary,             Counsel, Morrison and Foerster LLP (1999-2005)
 2005-present
--------------------------------------------------------------------------------------------------------------------
 Caroline Pearson(9) (1962)       Managing Director(5), Deutsche Asset Management
 Assistant Secretary,
 1997-present
--------------------------------------------------------------------------------------------------------------------
 Paul Antosca(9)                  Director(5), 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 (9)                   Director(5), Deutsche Asset Management (since 2007); formerly: Vice President,
 (1967)                           State Street Corporation (2002-2007)
 Assistant Treasurer,
 2007-present
--------------------------------------------------------------------------------------------------------------------
 Kathleen Sullivan D'Eramo(9)     Director(5), Deutsche Asset Management
 (1957)
 Assistant Treasurer,
 2003-present
--------------------------------------------------------------------------------------------------------------------
 Diane Kenneally(9)               Director(5), Deutsche Asset Management
 (1966)
 Assistant Treasurer,
 2007-present
--------------------------------------------------------------------------------------------------------------------
 Jason Vazquez(10) (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(10) (1962)          Managing Director(5), 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(10)       Director(5), 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)      Represents the year in which Ms. Driscoll was first appointed
         Chairperson of certain DWS funds.

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

(4)      The mailing address of Axel Schwarzer is c/o Deutsche Investment
         Management Americas Inc., 345 Park Avenue, New York, New York 10154.
         Mr. Schwarzer is an interested Board Member by virtue of his positions
         with Deutsche Asset Management. As an interested person, Mr. Schwarzer
         receives no compensation from the Fund.

(5)      Executive title, not a board directorship.

(6)      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.

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

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

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

(10)     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
Patricia DeFilippis:                Assistant 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 2007, the Audit Committee of the Fund's Board held eight (8)
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 2007, the Nominating and Governance Committee of the Fund's Board
performed similar functions and held six (6) 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 2007, the Contract Review
Committee of the Fund's Board performed similar functions and held two (2)
meetings.

Equity Oversight Committee: The Equity Oversight Committee reviews the
investment operations of those funds that primarily invest in equity securities
(except for those funds managed by a quantitative investment team). The members
of the Equity Oversight Committee are John W. Ballantine (Chair), William
McClayton (Vice Chair), Henry P. Becton, Jr., Keith R. Fox, Richard J. Herring
and Rebecca W. Rimel. During the calendar year 2007, the Equity Oversight
Committee of the Fund's Board performed similar functions and held five (5)
meetings.

Fixed-Income and Quant Oversight Committee: The Fixed-Income and Quant Oversight
Committee reviews the investment operations of those funds that primarily invest
in fixed-income securities or are managed by a quantitative investment team. The
members of the Fixed-Income and Quant Oversight Committee are William N. Searcy,
Jr. (Chair), Jean Gleason Stromberg (Vice Chair), Dawn-Marie Driscoll, Paul K.
Freeman, Kenneth C. Froewiss and Robert H. Wadsworth. During the calendar year
2007, the Fixed-Income Oversight Committee of the Fund's Board performed similar
functions and 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 members of the Marketing and
Shareholder Services Committee are Richard J. Herring (Chair), Dawn-Marie
Driscoll (Vice Chair), Paul K. Freeman, Rebecca W. Rimel, Jean Gleason Stromberg
and Robert H. Wadsworth.

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 Paul K. Freeman (Chair), Dawn-Marie Driscoll (Vice Chair), John W.
Ballantine, 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), Paul K. Freeman (Alternate),
Rebecca W. Rimel (Alternate) and William N. Searcy, Jr. (Alternate). During the
calendar year 2007, the Operations Committee and Valuation Committee performed
similar functions and each held six (6) meetings and one (1) meeting,
respectively.

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 2007. 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 DWS             from Fund and
  Name of Board Member                   Money Market Prime Series             DWS Fund Complex(1)
  --------------------                   -------------------------             -------------------
<S>                                                <C>                                <C>
  John W. Ballantine                               $8,250                             $215,000
  Henry P. Becton, Jr.(2)                              $0                             $200,000
  Dawn-Marie Driscoll(2)(3)                            $0                             $253,000
  Keith R. Fox(2)                                      $0                             $203,000
  Paul K. Freeman(4)                              $10,243                             $265,000
  Kenneth C. Froewiss(2)                               $0                             $200,000
  Richard J. Herring(2)                                $0                             $195,000
  William McClayton(5)                             $7,870                             $205,000
  Rebecca W. Rimel(2)                                  $0                             $194,000
  William N. Searcy, Jr.(2)                            $0                             $200,000
  Jean Gleason Stromberg(2)                            $0                             $189,000
  Robert H. Wadsworth                              $7,870                             $245,250

(1)      The DWS fund complex is composed of 138 funds as of December 31, 2007.

(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 $1,000 for Mr. Becton, $1,000 for
         Ms. Driscoll, $1,000 for Mr. Fox, $1,000 for Mr. Froewiss, $1,000 for
         Dr. Herring, $5,000 for Ms. Rimel, $1,000 for Mr. Searcy and $1,000 for
         Ms. Stromberg. These meeting fees were borne by the Advisor.

(3)      Includes $50,000 in annual retainer fees received by Ms. Driscoll as
         Chairperson of certain DWS funds.

(4)      Includes $25,000 paid to Dr. Freeman for numerous special meetings of
         an ad hoc committee in connection with board consolidation initiatives
         and $50,000 in annual retainer fees received by Dr. Freeman as
         Chairperson of certain DWS funds.

(5)      Does not include $15,000 to be paid to Mr. McClayton in calendar year
         2008 for numerous special meetings of an ad hoc committee of the former
         Chicago Board in connection with board consolidation initiatives.

Dr. Freeman, prior to his service as Independent Board Member, served as a board
member of certain funds in the Deutsche Bank complex ("DB Funds"). In connection
with his resignation and the resignation of certain other board members of the
DB Funds on July 30, 2002 (the "Effective Date"), which was part of a
restructuring of the boards overseeing the DB Funds, Deutsche Asset Management,
Inc. ("DAMI") agreed to recommend, and, if necessary obtain, directors and
officers ("D&O") liability insurance coverage for the prior board members,
including Dr. Freeman, that is at least as equivalent in scope and amount to the
D&O coverage provided to the prior board members for the six-year period
following the Effective Date. In the event that D&O insurance coverage is not
available in the commercial marketplace on commercially reasonable terms from a
conventional third party insurer, DeAM reserved the right to provide
substantially equivalent protection in the form of an indemnity or financial
guarantee from an affiliate of DeAM. The D&O policy in effect prior to the
Effective Date provided aggregate coverage of $25,000,000, subject to a $250,000
per claim deductible.

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 June 30, 2008.

                                            Dollar Range of Beneficial            Aggregate Dollar Range of
                                                     Ownership               Ownership in all Funds Overseen by
                                            in DWS Money Market Prime                   Board Member
Board Member                                          Series                    in the DWS Fund Complex(1)
------------                                          ------                    --------------------------

Independent Board Member:
-------------------------

John W. Ballantine                                     None                                Over $100,000
Henry P. Becton, Jr.                                   None                                Over $100,000
Dawn-Marie Driscoll                                    None                                Over $100,000
Keith R. Fox                                           None                                Over $100,000
Paul K. Freeman                                    $1 - $10,000                            Over $100,000
Kenneth C. Froewiss                                    None                                Over $100,000
Richard J. Herring                                     None                                Over $100,000
William McClayton                                  Over $100,000                           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                                $1 - $10,000                            Over $100,000

Interested Board Member:
------------------------

Axel Schwarzer                                         None                                Over $100,000

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

Ownership in Securities of the Advisor and Related Companies

As reported to the Fund, the information in the following table reflects
ownership by the Independent Board Members and their immediate family members of
certain securities as of December 31, 2007. Immediate family members can be a
spouse, children residing in the same household including step and adoptive
children, and any dependents. The securities represent ownership in the Advisor
or principal underwriter of the Fund and any persons (other than a registered
investment company) directly or indirectly controlling, controlled by, or under
common control with the Advisor or principal underwriter of the Fund (including
Deutsche Bank AG).

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

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

Securities Beneficially Owned

As of November 7, 2008, 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 November 7, 2008, no person owned of
record or beneficially 5% or more of any class of the Fund's outstanding shares,
except as noted below.

DWS Cash Investment Trust

Name and Address of Investor Ownership                          Shares                      % of Total Shares
--------------------------------------                          ------                      -----------------

CITIGROUP GLOBAL MARKETS INC                                 3,224,282.50                   9.56% of Class B
XXXXXXXXXX
ATTN PETER BOOTH 7TH FL
NEW YORK NY  10001-2402
</TABLE>


Agreement to Indemnify Independent Trustees for Certain Expenses

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


                               TRUST ORGANIZATION

Organizational Description

DWS Money Funds is an open-end, diversified, management investment company,
organized as a business trust under the laws of Massachusetts on August 9, 1985.
Effective April 14, 1997, the name of the Trust was changed from Kemper Money
Funds to Zurich Money Funds. Effective April 8, 2002, the name of the Trust was
changed from Zurich Money Funds to Scudder Money Funds. Also effective April 8,
2002, Zurich Money Market Fund was redesignated Scudder Money Market Fund.
Effective February 6, 2006, the name of the Trust was changed from Scudder Money
Funds to DWS Money Funds. Also effective February 6, 2006, Scudder Money Market
Fund was redesignated DWS Money Market Fund. Effective May 10, 2006, DWS Money
Market Fund was redesignated DWS Money Market Prime Series and its existing
shares were redesignated as a separate class named DWS Money Market Fund. Also
effective May 10, 2006, additional classes of series were established and
designated as follows: DWS Cash Investment Trust Class S, DWS Cash Investment
Trust Class A, DWS Cash Investment Trust Class B and DWS Cash Investment Trust
Class C.

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 shares
issued and outstanding are fully paid and non-assessable, transferable, have no
pre-emptive or conversion rights (except as may be determined by the Board of
Trustees) and are redeemable as described in the SAI and the Fund's prospectus.
Each share has equal rights with each other share of the same class of the Fund
as to voting, dividends, exchanges, conversion features and liquidation.
Shareholders are entitled to one vote for each full share held and fractional
votes for fractional shares held.

The Fund generally is not required to hold meetings of its shareholders. Under
the Declaration of Trust, however, shareholder meetings will be held in
connection with the following matters to the extent and as provided in the
Declaration of Trust and as required by applicable law: (a) the election or
removal of trustees if a meeting is called for such purpose; (b) the termination
of the Trust or the Fund 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 the Fund or
class, for any reason at any time, if there are no shares of such Fund 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 Fund or class thereof to merge,
reorganize or consolidate with any corporation, association, trust or series
thereof (including another Fund 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 Fund 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 Fund's 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 the Fund is requested or compelled to do so by
governmental authority or applicable law and (g) upon a shareholder's failure to
comply with a request for information with respect to the direct or indirect
ownership of shares of the Trust. The Declaration of Trust also authorizes the
Board of Trustees to terminate the Fund or any class without shareholder
approval, and the Trust may suspend the right of shareholders to require the
Trust to redeem shares to the extent permissible under the 1940 Act.

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

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 of the Fund 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

The financial statements, including the investment portfolio of the Fund,
together with the Report of Independent Registered Public Accounting Firm,
Financial Highlights and notes to financial statements in the Annual Report to
the Shareholders of the Fund dated July 31, 2008, are incorporated herein by
reference and are hereby deemed to be a part of this SAI.


                      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. 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 Bank Americas Confidential and Inside
Information Policy, 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

                                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, Duff-1, Duff-2 and F-1, F-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 it
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.

The ratings F-1 and F-2 are the highest commercial paper ratings assigned by
Fitch Investors Services, Inc. Issues assigned a rating of F-1 are regarded as
having the strongest degree of assurance for timely payment. Issues assigned a
rating of F-2 have a satisfactory degree of assurance for timely payment, but
the margin of safety is not as great as for issues assigned an F-1 rating.

MIG-1 and MIG-2 Municipal Notes

Moody'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
------------------------------------------

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.

A. Bonds rated A have a strong capacity to pay principal and interest, although
they are somewhat more susceptible to the adverse effects of changes in
circumstances and economic conditions.

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.

A. Bonds which are rated A possess many favorable investment attributes and are
to be considered as upper medium grade obligations. Factors giving security to
principal and interest are considered adequate but elements may be present which
suggest a susceptibility to impairment sometime in the future.

FITCH INVESTORS SERVICE, INC. BOND RATINGS
------------------------------------------

AAA. Highest credit quality. This rating denotes the lowest degree of credit
risk.

AA. Very high credit quality. This rating denotes a very low expectation of
credit risk.

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>






                                 DWS MONEY FUNDS



                          DWS Money Market Prime Series

                        DWS Cash Investment Trust Class A
                        DWS Cash Investment Trust Class B
                        DWS Cash Investment Trust Class C
















                       STATEMENT OF ADDITIONAL INFORMATION

                                December 1, 2008

This Statement of Additional Information ("SAI") is not a prospectus and should
be read in conjunction with the prospectus for DWS Cash Investment Trust Class
A, DWS Cash Investment Trust Class B and DWS Cash Investment Trust Class C
shares of DWS Money Market Prime Series (the "Fund"), a series of DWS Money
Funds (the "Trust") dated December 1, 2008, as amended from time to time, a copy
of which may be obtained without charge by contacting DWS Investments
Distributors, Inc., 222 South Riverside Plaza, Chicago, Illinois 60606, (800)
621-1148, or from the firm from which this SAI was obtained and is available
along with other materials on the Securities and Exchange Commission's web site
(http://www.sec.gov).

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

This SAI is incorporated by reference into the corresponding prospectus.



                                TABLE OF CONTENTS

                                                                            Page
                                                                            ----

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

INVESTMENT POLICIES AND TECHNIQUES............................................3
         Investment Techniques................................................3
         Portfolio Holdings .................................................12

MANAGEMENT OF THE FUND.......................................................13
         Investment Advisor..................................................13

FUND SERVICE PROVIDERS.......................................................21
         Administrator.......................................................21
         Distributor.........................................................22
         Custodian...........................................................26
         Transfer Agent and Shareholder Service Agent........................26
         Fund Accounting Agent...............................................27
         Legal Counsel.......................................................27
         Independent Registered Public Accounting Firm.......................28

PORTFOLIO TRANSACTIONS.......................................................28

PURCHASE AND REDEMPTION OF SHARES............................................32

DIVIDENDS....................................................................49

TAXES........................................................................50

NET ASSET VALUE..............................................................51

TRUSTEES AND OFFICERS........................................................53

TRUST ORGANIZATION...........................................................69

PROXY VOTING GUIDELINES......................................................73

FINANCIAL STATEMENTS.........................................................74

APPENDIX A -- PROXY VOTING GUIDELINES........................................75

APPENDIX B -- RATINGS OF INVESTMENTS........................................100





This SAI contains information about DWS Cash Investment Trust Class A ("Class
A"), DWS Cash Investment Trust Class B ("Class B") and DWS Cash Investment Trust
Class C ("Class C") shares of the Fund, a series of the Trust.

                             INVESTMENT RESTRICTIONS

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

The Fund has elected to be classified as a diversified series of an open-end
management investment company.

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

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

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

(3)      Concentrate its investments in a particular industry (excluding US
         Government Obligations), as that term is used in the 1940 Act, as
         amended, and as interpreted or modified by the regulatory authority
         having jurisdiction, from time to time, except that the Fund will
         invest more than 25% of its total assets in the obligations of banks
         and other financial institutions;

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

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

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

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

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

For purposes of the Fund's concentration limitation discussed above, financial
institutions include companies within the financial services industry. The
Advisor deems the financial services industry to include the group of industries
within the financial services sector.

For purposes of the Fund's concentration limitation discussed above, the Advisor
may analyze the characteristics of a particular issuer and security and assign
an industry or sector classification consistent with those characteristics in
the event that the third party classification provider used by the Advisor does
not assign a classification.

Further, for purposes of determining the percentage of the Fund's total assets
invested in securities of issuers having their principal business activities in
a particular industry, asset-backed securities will be classified separately,
based on standard classifications utilized by ratings agencies, currently
consisting of the following: securities arbitrage programs, multi-seller
programs, single-seller programs and special investment vehicles.

Because the Fund concentrates its investments in obligations of banks and other
financial institutions, changes in the financial condition or market assessment
of the financial condition of these entities could have a significant adverse
impact on the Fund. Consequently, an investment in the Fund may be riskier than
an investment in a money market fund that does not concentrate in obligations of
banks and other financial institutions.

If the Fund adheres to a percentage restriction at the time of investment, a
later increase or decrease in percentage beyond the specified limit resulting
from a change in values or net assets will not be considered a violation.

The following policies are non-fundamental, and may be changed or eliminated for
the Fund by the Board of Trustees of the Trust without a vote of the Fund's
shareholders. The Fund may not:

(1)      Borrow money in an amount greater than 5% of its total assets, except
         for temporary or emergency purposes;

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

(3)      Invest more than 10% of net assets in illiquid securities.

(4)      Invest more than 10% of total assets in non-affiliated registered
         investment companies.

The Fund seeks maximum current income to the extent consistent with stability of
principal. The Fund pursues its objective by investing exclusively in the
following types of US Dollar denominated money market instruments that mature in
no more than 397 days:

o        Obligations of, or guaranteed by, the US Government, its agencies or
         instrumentalities.

o        Bank certificates of deposit, time deposits or bankers' acceptances of
         US banks (including their foreign branches), Canadian chartered banks
         and foreign banks (including their US branches).

o        Commercial paper obligations rated A-1 or A-2 by Standard & Poor's
         Corporation ("S&P") or Prime-1 or Prime-2 by Moody's Investors Service,
         Inc. ("Moody's") or issued by companies with an unsecured debt issue
         outstanding currently rated Aa by Moody's or AA by S&P or higher and
         investments in other corporate obligations such as publicly traded
         bonds, debentures and notes rated Aa by Moody's or AA by S&P or higher.
         For a description of these ratings, see "Appendix -- Ratings of
         Investments" herein.

o        Repurchase agreements backed by obligations that are suitable for
         investment under the categories set forth above. Repurchase agreements
         are discussed below.

To the extent the Fund purchases Eurodollar certificates of deposit issued by
London branches of US banks, or commercial paper issued by foreign entities,
consideration will be given to their marketability, to possible restrictions on
international currency transactions and to regulations imposed by the domicile
country of the foreign issuer. Eurodollar certificates of deposit are not
subject to the same regulatory requirements as certificates issued by US banks
and associated income may be subject to the imposition of foreign taxes.


The Fund 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 Fund's net assets valued at the time of the transaction
would be invested in such securities. If the Fund holds a material percentage of
its assets in illiquid securities, there may be a question concerning the
ability of the Fund to make payment within seven days of the date its shares are
tendered for redemption. Securities and Exchange Commission ("SEC") guidelines
provide that the usual limit on aggregate holdings by a money market fund of
illiquid assets is 10% of its net assets. The Fund's Advisor monitors holdings
of illiquid securities on an ongoing basis and will take such action as it deems
appropriate to help maintain adequate liquidity.

                       INVESTMENT POLICIES AND TECHNIQUES

Investment Techniques

Descriptions in this SAI of a particular investment practice or technique in
which the Fund may engage are meant to describe the spectrum of investments that
the Advisor in its discretion might, but is not required to, use in managing the
Fund's portfolio assets. The Advisor, may in its discretion at any time employ
such practice, technique or instrument for the 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.

Asset-Backed Securities. Asset-backed securities may include pools of mortgages
("mortgage-backed securities"), loans, receivables or other assets. Payment of
principal and interest may be largely dependent upon the cash flows generated by
the assets backing the securities. For purposes of determining the percentage of
a Fund's total assets invested in securities of issuers having their principal
business activities in a particular industry, asset-backed securities will be
classified separately. Asset-backed securities present certain risks that are
not presented by mortgage-backed securities. Primarily, these securities may not
have the benefit of any security interest in the related assets. 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 set off certain amounts owed on the credit cards,
thereby reducing the balance due. There is the possibility that recoveries on
repossessed collateral may not, in some cases, be available to support payments
on these securities. Asset-backed securities are often backed by a pool of
assets representing the obligations of a number of different parties. To lessen
the effect of failures by obligors on underlying assets to make payments, the
securities may contain elements of credit support which fall into two
categories: (i) liquidity protection, and (ii) protection against losses
resulting from ultimate default by an obligor on the underlying assets.
Liquidity protection refers to the provision of advances, generally by the
entity administering the pool of assets, to ensure that the receipt of payments
on the underlying pool occurs in a timely fashion. Protection against losses
results from payment of the insurance obligations on at least a portion of the
assets in the pool. This protection may be provided through guarantees, policies
or letters of credit obtained by the issuer or sponsor from third parties,
through various means of structuring the transaction or through a combination of
such approaches. The Fund will not pay any additional or separate fees for
credit support. The degree of credit support provided for each issue is
generally based on historical information respecting the level of credit risk
associated with the underlying assets. Delinquency or loss in excess of that
anticipated or failure of the credit support could adversely affect the return
on an investment in such a security. The availability of asset-backed securities
may be affected by legislative or regulatory developments. It is possible that
such developments may require the Fund to dispose of any then existing holdings
of such securities.

Bank and Savings and Loan Obligations. These obligations include negotiable
certificates of deposit, bankers' acceptances, deposit notes, fixed time
deposits or other short-term bank obligations. Certificates of deposit are
negotiable certificates evidencing the obligations of a bank to repay funds
deposited with it for a specified period of time. The Fund may invest in
certificates of deposit of large domestic banks and their foreign branches,
large US regulated subsidiaries of large foreign banks (i.e., banks which at the
time of their most recent annual financial statements show total assets in
excess of $1 billion), large foreign branches of large foreign banks and smaller
banks as described below. Although the Fund recognizes that the size of a bank
is important, this fact alone is not necessarily indicative of its
creditworthiness. Investment in certificates of deposit issued by foreign
branches of domestic banks involves investment risks that are different in some
respects from those associated with investment in certificates of deposit issued
by domestic branches of domestic banks, including the possible imposition of
withholding taxes on interest income, the possible adoption of foreign
governmental restrictions which might adversely affect the payment of principal
and interest on such certificates of deposit, or other adverse political or
economic developments. In addition, it might be more difficult to obtain and
enforce a judgment against a foreign branch of a domestic bank. Further, foreign
branches of foreign banks are not regulated by US banking authorities, and
generally are not bound by accounting, auditing and financial reporting
standards comparable to US banks.


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

As a matter of non-fundamental policy, the Fund may not borrow money in an
amount greater than 5% of total assets, except for temporary or emergency
purposes.

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

Banker's acceptances are credit instruments evidencing the obligations of a bank
to pay a draft drawn on it by a customer. These instruments reflect the
obligation both of the bank and of the drawer to pay the face amount of the
instrument upon maturity.

Time deposits are non-negotiable deposits maintained in a banking institution
for a specified period of time at a stated interest rate. Time deposits which
may be held by the Fund will not benefit from insurance from the Bank Insurance
Fund or the Savings Association Insurance Fund administered by the Federal
Deposit Insurance Corporation. Fixed time deposits may be withdrawn on demand by
the investor, but may be subject to early withdrawal penalties that vary with
market conditions and the remaining maturity of the obligation. Fixed time
deposits subject to withdrawal penalties maturing in more than seven calendar
days are subject to the Fund's limitation on investments in illiquid securities.

Commercial Paper. Subject to its investment objectives and policies, the Fund
may invest in commercial paper issued by major corporations under the Securities
Act of 1933, as amended in reliance on the exemption from registration afforded
by Section 3(a)(3) thereof. Such commercial paper may be issued only to finance
current transactions and must mature in nine months or less. Trading of such
commercial paper is conducted primarily by institutional investors through
investment dealers, and individual investor participation in the commercial
paper market is very limited. The Fund also may invest in commercial paper
issued in reliance on the so-called "private placement" exemption from
registration afforded by Section 4(2) of the Securities Act of 1933 ("Section
4(2) paper"). Section 4(2) paper is restricted as to disposition under the
federal securities laws, and generally is sold to institutional investors such
as the Fund who agree that they are purchasing the paper for investment and not
with a view to public distribution. Any resale by the purchaser must be in an
exempt transaction. Section 4(2) paper normally is resold to other institutional
investors like the Fund through or with the assistance of the issuer or
investment dealers who make a market in the Section 4(2) paper, thus providing
liquidity. The Advisor considers the legally restricted but readily saleable
Section 4(2) paper to be liquid; however, pursuant to procedures approved by the
Trust's Board, if a particular investment in Section 4(2) paper is not
determined to be liquid, that investment will be included within the limitation
of the Fund on illiquid securities. The Advisor monitors the liquidity of its
investments in Section 4(2) paper on a continuing basis.

Eurodollar Obligations. Eurodollar bank obligations are US dollar-denominated
certificates of deposit and time deposits issued outside the US capital markets
by foreign branches of US banks and US branches of foreign banks. Eurodollar
obligations are subject to the same risks that pertain to domestic issues,
notably credit risk, market risk and liquidity risk. Additionally, Eurodollar
obligations are subject to certain sovereign risks.

Foreign Investment Risk. The Fund may invest in money market instruments 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, and economic and financial instability.

Foreign Securities. Supranational entities are international organizations
designated or supported by governmental entities to promote economic
reconstruction or development and international banking institutions and related
government agencies. Examples include the International Bank for Reconstruction
and Development (the World Bank), the European Coal and Steel Community, The
Asian Development Bank and the InterAmerican Development Bank. Obligations of
supranational entities are backed by the guarantee of one or more foreign
governmental parties which sponsor the entity. All of the securities in which
the Fund may invest are US dollar-denominated.

Funding Agreements. Funding agreements are contracts issued by insurance
companies that provide investors the right to receive a variable rate of
interest and the full return of principal at maturity. Funding agreements also
include a put option that allows the Fund to terminate the agreement at a
specified time to the insurance company prior to maturity. Funding agreements
generally offer a higher yield than other variable securities with similar
credit ratings. The primary risk of a funding agreement is the credit quality of
the insurance company that issues it. Funding agreements are considered
"illiquid" securities and will count towards the Fund's limit on investing in
illiquid securities.

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

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

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

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

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

Impact of 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.

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

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 SEC. As a shareholder of another money market fund,
the Fund would bear, along with other shareholders, its prorata 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 prorata basis) in connection with
its own operations.

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

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

Letters of Credit. Municipal obligations, including certificates of
participation, commercial paper and other short-term obligations, may be backed
by an irrevocable letter of credit of a bank which assumes the obligation for
payment of principal and interest in the event of default by the issuer. Only
banks which, in the opinion of the Advisor, are of investment quality comparable
to other permitted investments of the Fund may be used for letter of credit
backed investments.

Maintenance of $1.00 Net Asset Value, Credit Quality and Portfolio Maturity. The
Fund effects sales, redemptions and repurchases at the net asset value per
share, normally $1.00. In fulfillment of their responsibilities under Rule 2a-7
of the 1940 Act, the Trust's Board has approved policies established by the
Fund's Advisor reasonably calculated to prevent the Fund's net asset value per
share from deviating from $1.00 except under unusual or extraordinary
circumstances and the Trust's Board will periodically review the Advisor's
operations under such policies at regularly scheduled Board meetings. Those
policies include a weekly monitoring by the Advisor of unrealized gains and
losses in the Fund's portfolio, and when necessary, in an effort to avoid
deviation, taking corrective action, such as adjusting the maturity of the
portfolio, or, if possible, realizing gains or losses to offset in part
unrealized losses or gains. The result of those policies may be that the yield
on shares of the Fund will be lower than would be the case if the policies were
not in effect. Such policies also provide for certain action to be taken with
respect to portfolio securities which experience a downgrade in rating or suffer
a default.

Securities eligible for investment by the Fund are those securities which are
generally rated (or issued by an issuer with comparable securities rated) in the
highest short-term rating category by at least two rating services (or by one
rating service, if no other rating agency has issued a rating with respect to
that security). These securities are known as "first tier securities."
Securities generally rated (or issued by an issuer with comparable securities
rated) in the top two categories by at least two rating agencies (or one, if
only one rating agency has rated the security) which do not qualify as first
tier securities are known as "second tier securities." The Fund will not invest
more than 5% of its total assets in the securities of a single issuer, other
than the US Government. The Fund may, however, invest more than 5% of its total
assets in the first tier securities of a single issuer for a period of up to
three business days after purchase, although the Fund may not make more than one
such investment at any time during such period. The Fund may not invest more
than 5% of its total assets in securities which were second tier securities when
acquired by the Fund. Further, the Fund may not invest more than the greater of
(1) 1% of its total assets, or (2) one million dollars, in the securities of a
single issuer which were second tier securities when acquired by the Fund.

The assets of the Fund consist entirely of cash items and investments having a
stated maturity date of 397 calendar days or less from the date of purchase
(including investment in repurchase agreements, in which case maturity is
measured by the repurchase date, without respect to the maturity of the
obligation). The portfolio of the Fund will be managed so that the average
maturity of all instruments (on a dollar-weighted basis) will be 90 days or
less. The average maturity of the Fund will vary according to the management's
appraisal of money market conditions.

Repurchase Agreements. The Fund may invest in repurchase agreements, which are
instruments under which the Fund acquires ownership of a security from a
broker-dealer or bank that agrees to repurchase the security at a mutually
agreed upon time and price (which price is higher than the purchase price),
thereby determining the yield during the Fund's holding period. Maturity of the
securities subject to repurchase may exceed one year. In the event of a
bankruptcy or other default of a seller of a repurchase agreement, the Fund
might have expenses in enforcing its rights, and could experience losses,
including a decline in the value of the underlying securities and loss of
income.

The Fund may enter into repurchase agreements with any member bank of the
Federal Reserve System or any domestic broker/dealer which is recognized as a
reporting Government securities dealer if the creditworthiness of the bank or
broker/dealer has been determined by the Advisor to be at least as high as that
of other obligations the Fund may purchase or to be at least equal to that of
issuers of commercial paper rated within the two highest grades assigned by
Moody's, S&P or Duff.

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

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

Securities Backed by Guarantees. The Fund may invest in securities backed by
guarantees from banks, insurance companies and other financial institutions. A
money market fund's ability to maintain a stable share price may depend upon
such guarantees, which are not supported by federal deposit insurance.
Consequently, changes in the credit quality of these institutions could have an
adverse impact on securities they have guaranteed or backed, which could cause
losses to the Fund and affect its share price.

Stand-by Commitments. A stand-by commitment is a right acquired by the Fund,
when it purchases a municipal obligation from a broker, dealer or other
financial institution ("seller"), to sell up to the same principal amount of
such securities back to the seller, at the Fund's option, at a specified price.
Stand-by commitments are also known as "puts." The exercise by the Fund of a
stand-by commitment is subject to the ability of the other party to fulfill its
contractual commitment.

Stand-by commitments acquired by the Fund will have the following features: (1)
they will be in writing and will be physically held by the Fund's custodian; (2)
the Fund's right to exercise them will be unconditional and unqualified; (3)
they will be entered into only with sellers which in the Advisor's opinion
present a minimal risk of default; (4) although stand-by commitments will not be
transferable, municipal obligations purchased subject to such commitments may be
sold to a third party at any time, even though the commitment is outstanding;
and (5) their exercise price will be (i) the Fund's acquisition cost (excluding
any accrued interest which the Fund paid on their acquisition), less any
amortized market premium or plus any amortized original issue discount during
the period the Fund owned the securities, plus (ii) all interest accrued on the
securities since the last interest payment date.

The Fund expects that stand-by commitments generally will be available without
the payment of any direct or indirect consideration. However, if necessary or
advisable, the Fund will pay for stand-by commitments, either separately in cash
or by paying a higher price for portfolio securities which are acquired subject
to the commitments.

It is difficult to evaluate the likelihood of use or the potential benefit of a
stand-by commitment. Therefore, it is expected that the Advisor will determine
that stand-by commitments ordinarily have a "fair value" of zero, regardless of
whether any direct or indirect consideration was paid. However, if the market
price of the security subject to the stand-by commitment is less than the
exercise price of the stand-by commitment, such security will ordinarily be
valued at such exercise price. Where the Fund has paid for a stand-by
commitment, its cost will be reflected as unrealized depreciation for the period
during which the commitment is held.

The Advisor understands that the Internal Revenue Service (the "IRS") has issued
a favorable revenue ruling to the effect that, under specified circumstances, a
registered investment company will be the owner of tax-exempt municipal
obligations acquired subject to a put option. The IRS has also issued private
letter rulings to certain taxpayers (which do not serve as precedent for other
taxpayers) to the effect that tax-exempt interest received by a regulated
investment company with respect to such obligations will be tax-exempt in the
hands of the company and may be distributed to its shareholders as
exempt-interest dividends. The IRS has subsequently announced that it will not
ordinarily issue advance ruling letters as to the identity of the true owner of
property in cases involving the sale of securities or participation interests
therein if the purchaser has the right to cause the security, or the
participation interest therein, to be purchased by either the seller or a third
party. The Fund intends to take the position for federal income tax purposes
that it owns any municipal obligations acquired subject to a Stand-by Commitment
and that tax-exempt interest earned with respect to such municipal obligations
will be tax-exempt in its hands. There is no assurance that the IRS will agree
with such position in any particular case.

Third Party Puts. The Fund may purchase long-term fixed rate bonds that have
been coupled with an option granted by a third party financial institution
allowing the Fund at specified intervals to tender (or "put") the bonds to the
institution and receive the face value thereof (plus accrued interest). These
third party puts are available in several different forms, may be represented by
custodial receipts or trust certificates and may be combined with other features
such as interest rate swaps. The Fund receives a short-term rate of interest
(which is periodically reset), and the interest rate differential between that
rate and the fixed rate on the bond is retained by the financial institution.
The financial institution granting the option does not provide credit
enhancement, and in the event that there is a default in the payment of
principal or interest, or downgrading of a bond or a loss of the bond's
tax-exempt status, the put option will terminate automatically, the risk to the
Fund will be that of holding such a long-term bond and the weighted average
maturity of the Fund's portfolio would be adversely affected.

These bonds coupled with puts may present the same tax issues as are associated
with Stand-By Commitments. As with any Stand-By Commitments acquired by the
Fund, the Fund intends to take the position that it is the owner of any
municipal obligation acquired subject to a third party put, and that tax-exempt
interest earned with respect to such municipal obligations will be tax-exempt in
its hands. There is no assurance that the IRS will agree with such position in
any particular case. Additionally, the federal income tax treatment of certain
other aspects of these investments, including the treatment of tender fees and
swap payments, in relation to various regulated investment company tax
provisions is unclear. However, the Advisor seeks to manage the Fund's portfolio
in a manner designed to minimize any adverse impact from these investments.

US Government Securities. There are two broad categories of US
Government-related debt instruments: (a) direct obligations of the US Treasury,
and (b) securities issued or guaranteed by US Government agencies.

Examples of direct obligations of the US Treasury are Treasury Bills, Notes,
Bonds and other debt securities issued by the US Treasury. These instruments are
backed by the "full faith and credit" of the United States. They differ
primarily in interest rates, the length of maturities and the dates of issuance.
Treasury bills have original maturities of one year or less. Treasury notes have
original maturities of one to ten years and Treasury bonds generally have
original maturities of greater than ten years.

Some agency securities are backed by the full faith and credit of the United
States (such as Government National Mortgage Association ("GNMA") Bonds,
Maritime Administration Title XI Ship Financing Bonds and Agency for
International Development Housing Guarantee Program Bonds) and others are backed
only by the rights of the issuer to borrow from the US Treasury (such as Federal
Home Loan Bank Bonds and Federal National Mortgage Association Bonds), while
still others, such as the securities of the Federal Farm Credit Bank, are
supported only by the credit of the issuer. With respect to securities supported
only by the credit of the issuing agency or by an additional line of credit with
the US Treasury, there is no guarantee that the US Government will provide
support to such agencies and such securities may involve risk of loss of
principal and interest.

US Government Securities may include "zero coupon" securities that have been
stripped by the US Government of their unmatured interest coupons and
collateralized obligations issued or guaranteed by a US Government agency or
instrumentality.

Interest rates on US Government obligations may be fixed or variable. Interest
rates on variable rate obligations are adjusted at regular intervals, at least
annually, according to a formula reflecting then current specified standard
rates, such as 91-day US Treasury bill rates. These adjustments generally tend
to reduce fluctuations in the market value of the securities.

The government guarantee of the US Government Securities in the Fund's portfolio
does not guarantee the net asset value of the shares of the Fund. There are
market risks inherent in all investments in securities and the value of an
investment in the Fund will fluctuate over time. Normally, the value of
investments in US Government Securities varies inversely with changes in
interest rates. For example, as interest rates rise the value of investments in
US Government Securities will tend to decline, and as interest rates fall the
value of the Fund's investments will tend to increase. In addition, the
potential for appreciation in the event of a decline in interest rates may be
limited or negated by increased principal prepayments with respect to certain
mortgage-backed securities, such as GNMA Certificates. Prepayments of high
interest rate mortgage-backed securities during times of declining interest
rates will tend to lower the return of the Fund and may even result in losses to
the Fund if some securities were acquired at a premium. Moreover, during periods
of rising interest rates, prepayments of mortgage-backed securities may decline,
resulting in the extension of the Fund's average portfolio maturity. As a
result, the Fund's return may experience greater volatility during periods of
rising interest rates than under normal market conditions.

Mortgage-backed securities may be issued or guaranteed by GNMA, Federal National
Mortgage Association ("FNMA") (also known as Fannie Mae) and Federal Home Loan
Mortgage Corporation ("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.

Variable Rate Securities. The Fund may invest in Variable Rate Securities,
instruments having rates of interest that are adjusted periodically or that
"float" continuously according to formulae intended to minimize fluctuation in
values of the instruments. The interest rate of Variable Rate Securities
ordinarily is determined by reference to or is a percentage of an objective
standard such as a bank's prime rate, the 90-day US Treasury Bill rate, or the
rate of return on commercial paper or bank certificates of deposit. Generally,
the changes in the interest rate on Variable Rate Securities reduce the
fluctuation in the market value of such securities. Accordingly, as interest
rates decrease or increase, the potential for capital appreciation or
depreciation is less than for fixed-rate obligations. Some Variable Rate Demand
Securities ("Variable Rate Demand Securities") have a demand feature entitling
the purchaser to resell the securities at an amount approximately equal to
amortized cost or the principal amount thereof plus accrued interest. As is the
case for other Variable Rate Securities, the interest rate on Variable Rate
Demand Securities varies according to some objective standard intended to
minimize fluctuation in the values of the instruments. The Fund determines the
maturity of Variable Rate Securities in accordance with Rule 2a-7, which allows
the Fund to consider certain of such instruments as having maturities shorter
than the maturity date on the face of the instrument.

When-Issued Securities. The Fund may purchase and sell securities on a
when-issued or delayed delivery basis. A when-issued or delayed delivery
transaction arises when securities are bought or sold for future payment and
delivery to secure what is considered to be an advantageous price and yield to
the Fund at the time it enters into the transaction. In determining the maturity
of portfolio securities purchased on a when-issued or delayed delivery basis,
the Fund will consider them to have been purchased on the date when it committed
itself to the purchase.

A security purchased on a when-issued basis, like all securities held by the
Fund, is subject to changes in market value based upon changes in the level of
interest rates and investors' perceptions of the creditworthiness of the issuer.
Generally such securities will appreciate in value when interest rates decline
and decrease in value when interest rates rise. Therefore if, in order to
achieve higher interest income, the Fund remains substantially fully invested at
the same time that it has purchased securities on a when-issued basis, there
will be a greater possibility that the market value of the Fund's assets will
vary from $1.00 per share because the value of a when-issued security is subject
to market fluctuation and no interest accrues to the purchaser prior to
settlement of the transaction.

The Fund will only make commitments to purchase Municipal Securities on a
when-issued or delayed delivery basis with the intention of actually acquiring
the securities, but the Fund reserves the right to sell these securities before
the settlement date if deemed advisable. The sale of these securities may result
in the realization of gains that are not exempt from federal income tax.

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

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

Portfolio Holdings

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

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

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

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


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

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

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

                             MANAGEMENT OF THE FUND

Investment Advisor

Deutsche Investment Management Americas Inc. ("DIMA" or the "Advisor"), 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 Trust, DIMA, with
headquarters at 345 Park Avenue, New York, New York 10154, makes the Fund's
investment decisions, buys and sells securities for the Fund and conducts
research that leads to these purchase and sale decisions. The Advisor manages
the Fund's daily investment and business affairs subject to the policies
established by the Trust's Board of Trustees. DIMA and its predecessors have
more than 80 years of experience managing mutual funds. 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, DIMA 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.


In reviewing the terms of the investment management agreement (the "Investment
Management Agreement") and in discussions with the Advisor concerning the
Investment Management Agreement, the Trustees of the Trust who are not
"interested persons" of the Advisor are represented by independent counsel at
the Fund's expense.

The Advisor manages the Fund's daily investment and business affairs subject to
the policies established by the Trust's Board of Trustees. The Trustees have
overall responsibility for the management of the Fund under Massachusetts law.

Pursuant to the Investment Management Agreement, the Advisor provides continuing
investment management of the Fund's assets. In addition to the investment
management of the Fund's assets, 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 Investment Management 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 Investment Management 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 Investment Management 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
Investment Management 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.

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


Effective May 1, 2008, for all services provided under its Investment Management
Agreement, the Fund pays the Advisor a fee, computed daily and paid monthly, at
the annual rate as a percentage of net assets shown below:

Fund                                                    Management Fee Rate
----                                                    -------------------

DWS Money Market Prime Series                          0.400% to $215 billion
                                                      0.275% next $335 million
                                                      0.200% next $250 million
                                                      0.150% next $800 million
                                                      0.140% next $800 million
                                                      0.130% next $800 million
                                                         0.120% thereafter

The fee is payable monthly, provided that the Fund will make such interim
payments as may be requested by the Advisor not to exceed 75% of the amount of
the fee then accrued on the books of the Fund and unpaid.

Prior to May 1, 2008, the Trust on behalf of the Fund, paid the Advisor an
advisory fee at the annual rate of 0.50% of the first $215 million of the
combined average daily net assets of the Fund, 0.375% of the next $335 million
of combined net assets, 0.30% of the next $250 million of combined net assets,
0.25% of the next $800 million of combined net assets, 0.24% of the next $800
million of combined net assets, 0.23% of the next $800 million of combined net
assets, and 0.22% of combined average daily net assets of the Fund over $3.2
billion. The fee was payable monthly, provided that the Fund made such interim
payments as was requested by the Advisor not to exceed 75% of the amount of the
fee then accrued on the books of the Fund and unpaid.

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

 Fund                                 2008*           2007*          2006*
 ----                                 -----           -----          -----

DWS Money Market Prime Series      $10,257,413     $9,862,649      $8,739,742

* Prior to May 1, 2008, these fees included an administrative services fee.

Through March 9, 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 0.96% for Class A shares, 1.67% for Class B shares and 1.60% for
Class C shares, respectively, excluding certain expenses such as extraordinary
expenses, taxes, brokerage and interest.


The Board and the Fund's shareholders recently approved a new subadvisor policy
for the Fund (the "Subadvisor Approval Policy"). The Subadvisor Approval Policy
permits the Advisor, subject to the approval of the Board, including a majority
of 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 Securities and Exchange Commission (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 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
Fund's exemptive application will be granted by the SEC or that it will be
sufficiently broad to allow the Fund to implement the Subadvisor Approval Policy
as described above. The SEC also has proposed Rule 15a-5 under the Investment
Company Act of 1940, as amended (the "1940 Act") in October 2003 to permit the
appointment and termination of subadvisors and amendment to subadvisory
agreements without shareholder approval. No action has been taken on proposed
Rule 15a-5 under the 1940 Act since it proposal and there is no assurances that
the rule will be adopted as proposed. The Fund 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 Fund, the Advisor and the Fund's principal underwriter have each adopted
codes of ethics under rule 17j-1 of the 1940 Act. Board members, officers of the
Trust and employees of the Advisor and principal underwriter are permitted to
make personal securities transactions, including transactions in securities that
may be purchased or held by the Fund, subject to requirements and restrictions
set forth in the applicable Code of Ethics. The Advisor's Code of Ethics
contains provisions and requirements designed to identify and address certain
conflicts of interest between personal investment activities and the interests
of the Fund. Among other things, the Advisor's Code of Ethics prohibits certain
types of transactions absent prior approval, imposes time periods during which
personal transactions may not be made in certain securities, and requires the
submission of duplicate broker confirmations and quarterly reporting of
securities transactions. Additional restrictions apply to portfolio managers,
traders, research analysts and others involved in the investment advisory
process. Exceptions to these and other provisions of the Advisor's Code of
Ethics may be granted in particular circumstances after review by appropriate
personnel.

Regulatory Matters and Legal Proceedings

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

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

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

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

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

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

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

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

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

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

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


                             FUND SERVICE PROVIDERS

Administrator

The Fund recently entered into a new administrative services agreement with DIMA
(the "Administrative Services Agreement"), pursuant to which DIMA 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 DIMA a fee, computed daily and paid monthly, of 0.100%
of the Fund's net assets. For the period from May 1, 2008 through July 31, 2008,
DIMA received an administrative services fee of $1,072,566, of which $359,367 is
unpaid as of July 31, 2008.

Under the Administrative Services Agreement, DIMA 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. DIMA
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 Fund's 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. DIMA also performs certain fund
accounting services under the Administrative Services Agreement. The
Administrative Services Agreement provides that DIMA 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 DIMA and State Street Bank and Trust Company,
the Administrator has delegated certain administrative functions to SSB. The
costs and expenses of such delegation are borne by the Administrator, not by the
Fund.

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 ("Distribution
Agreement"), DWS Investments Distributors, Inc. ("DIDI" or the "Distributor"),
222 South Riverside Plaza, Chicago, Illinois 60606, an affiliate of the Advisor,
is the principal underwriter, distributor and administrator for the Class A,
Class B and Class C shares of the Fund and acts as agent of the Fund in the
continuous offering of its shares. The Distribution Agreement continues in
effect from year to year so long as its continuance is approved at least
annually by a vote of the Board of Trustees of the Trust, including the
Independent Trustees. The Distribution Agreement automatically terminates in the
event of its assignment and may be terminated for a class at any time without
penalty by the Fund or by DIDI upon 60 days' notice. Termination by the Fund
with respect to a class may be by vote of (i) a majority of the Board members
who are not interested persons of the Fund and who have no direct or indirect
financial interest in the Distribution Agreement, or (ii) a "majority of the
outstanding voting securities" of the class of the Fund, as defined under the
1940 Act. All material amendments must be approved by the Board of Trustees in
the manner described above with respect to the continuation of the Agreement.
The provisions concerning continuation, amendment and termination of a
Distribution Agreement are on a series by series and class by class basis.

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

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

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

DIDI bears all of its expenses of providing those services pursuant to the
Services Agreement, including the payment of a service fee to firms (as defined
below). As indicated under the Rule 12b-1 Plan (as defined below), DIDI receives
compensation from the Fund for its services under the Services Agreement.

Rule 12b-1 Plan

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

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

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

Class B and Class C Shares

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

For its services under the Distribution Agreement, DIDI receives a fee from the
Fund under its Rule 12b-1 Distribution Plan, payable monthly, at the annual rate
of 0.75% of average daily net assets of the Fund attributable to Class C shares.
This fee is accrued daily as an expense of Class C shares. DIDI currently
advances to firms the first year distribution fee at a rate of 0.75% of the
purchase price of Class C shares. DIDI does not advance the first year
distribution fee to firms for sales of Class C shares to employer-sponsored
employee benefit plans using the OmniPlus subaccount record keeping system made
available through ADP, Inc. under an alliance with DIDI and its affiliates. For
periods after the first year, DIDI currently intends to pay firms for sales of
Class C shares a distribution fee, payable quarterly, at an annual rate of 0.75%
of net assets attributable to Class C shares maintained and serviced by the
firm. This fee continues until terminated by DIDI or the Fund. DIDI also
receives any contingent deferred sales charges paid with respect to Class C
shares.

Class A, Class B and Class C Shares

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

With respect to Class A shares of the Fund, DIDI pays each firm a service fee,
payable quarterly, at an annual rate of up to 0.25% of the net assets in Fund
accounts that it maintains and services attributable to Class A shares of the
Fund, commencing with the month after investment. With respect to Class B and
Class C shares of the Fund, DIDI currently advances to firms the first-year
service fee at a rate of up to 0.25% of the purchase price of such shares. DIDI
does not advance the first year service fee to firms for sales of Class C shares
to employer-sponsored employee benefit plans using the OmniPlus subaccount
record keeping system made available through ADP, Inc. under an alliance with
DIDI and its affiliates. For periods after the first year, DIDI currently
intends to pay firms a service fee at a rate of up to 0.25% (calculated monthly
and paid quarterly) of the net assets attributable to Class B and Class C shares
of the Fund maintained and serviced by the firm. Firms to which service fees may
be paid include affiliates of DIDI. In addition DIDI may, from time to time, pay
certain firms from its own resources additional amounts for ongoing
administrative services and assistance provided to their customers and clients
who are shareholders of the Fund.

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



<TABLE>
<CAPTION>
                                                12b-1 Compensation to Underwriter and Firms for the
                                                      Twelve-Month Period Ended June 30, 2008
                                                      ---------------------------------------



                                                   12b-1          12b-1
                                               Distribution    Shareholder      12b-1 Compensation
                                                   Fees       Services Fees        Paid to Firms
                                                   ----       -------------        -------------
<S>                               <C>                      <C>       <C>                      <C>
DWS Money Market Prime        DWS Cash                    $0        $344,975                 $296,994
Series                        Investment
                              Trust Class A

                              DWS Cash              $242,710         $88,764                 $109,903
                              Investment
                              Trust Class B

                              DWS Cash
                              Investment
                              Trust Class C         $300,480        $108,393                 $354,346

                                                              Other Expenses Paid by Underwriter for the
                                                                Twelve-Month Period Ended June 30, 2008
                                                                ---------------------------------------
                                                  Advertising,
                                                    Sales,
                                                  Literature
                                                     and                        Marketing
                                                 Promotional     Prospectus     and Sales     Postage and     Imputed
                                                  Materials       Printing       Expenses       Mailing      Interest
                                                  ---------       --------       --------       -------      --------

DWS Money Market Prime        DWS Cash                $214,446        $13,845       $48,384        $40,557           $0
Series                        Investment
                              Trust Class A

                              DWS Cash                  $6,163           $413        $1,428         $1,102   $1,645,800
                              Investment
                              Trust Class B

                              DWS Cash
                              Investment
                              Trust Class C            $65,387         $4,935       $13,784         $9,594           $0
</TABLE>

Custodian

State Street Bank and Trust Company ("SSB"), 225 Franklin Street, Boston,
Massachusetts 02110, as custodian, has custody of all securities and cash of the
Fund. SSB attends to the collection of principal and income, and payment for and
collection of proceeds bought and sold by the Fund.

SSB's fee may be reduced by certain earnings credits in favor of the Fund.

Transfer Agent and Shareholder Service Agent

DWS Investments Service Company ("DISC"), 210 West 10th Street, Kansas City,
Missouri 64105-1614, an affiliate of the Advisor, serves as "Shareholder Service
Agent" and "Transfer Agent" for the Fund.


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


The Transfer Agent receives an annual service fee for each account of the Fund,
based on the type of account. For open retail accounts, the fee is a flat fee
ranging from $20.00 to $27.50 per account, for open wholesale money funds the
fee is $32.50 per account, while for certain retirement accounts serviced on the
recordkeeping system of ADP, Inc., the fee is a flat fee up to $3.60 per account
(as of 2007, indexed to inflation) plus an asset based fee of up to 0.25% of
average net assets. 1/12th of the annual service charge for each account is
charged and payable to the Transfer Agent each month. A fee is charged for any
account which at any time during the month had a share balance in the Fund.
Smaller fees are also charged for closed accounts for which information must be
retained on the Transfer Agent's system for up to 18 months after closing for
tax reporting purposes.

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

For the period from March 12, 2007 (commencement of operations for DWS Cash
Investment Trust Class A, B and C shares) to fiscal period ended July 31, 2007,
the amounts charged to the Fund by DISC were as follows:


<TABLE>
<CAPTION>
                       Class                                        Total                      Amount Waived
                       -----                                        -----                      -------------

<S>                                                                 <C>                                 <C>
DWS Cash Investment Trust Class A                                   $131,030                          -
DWS Cash Investment Trust Class B                                    $52,854                     $2,133
DWS Cash Investment Trust Class C                                    $41,317                       $134

For the fiscal year ended July 31, 2008, the amounts charged to the Fund by DISC
were as follows:

                                                                                             Amount Unpaid at
                       Class                                        Total                      July 31, 2008
                       -----                                        -----                      -------------

DWS Cash Investment Trust Class A                                   $334,835                    $95,653
DWS Cash Investment Trust Class B                                    $88,700                    $26,323
DWS Cash Investment Trust Class C                                    $81,316                    $25,750
</TABLE>

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


Fund Accounting Agent

Prior to May 1, 2008, DWS Investments Fund Accounting Corporation ("DIFA"), One
Beacon Street, Boston, Massachusetts, 02108, a subsidiary of the Advisor, was
responsible for determining the daily net asset value per share of the Fund and
maintaining portfolio and general accounting records. DIFA received no fee for
its services to the Fund.

Pursuant to an agreement among the Advisor, DIFA and SSB (the "Sub-Accounting
and Sub-Administrator Agreement"), DIFA and the Advisor had delegated certain
fund accounting functions to SSB under the Sub-Accounting and Sub-Administrator
Agreement. The costs and expenses of such delegation were borne by the Advisor
and DIFA, not by the Fund.

Legal Counsel

Vedder Price P.C., 222 North LaSalle Street, Chicago, Illinois 60601, serves as
legal counsel to the Trust and as co-counsel for the Independent Trustees.

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

Independent Registered Public Accounting Firm

The financial highlights of the Fund included in the Fund's prospectus and the
financial statements incorporated by reference in this SAI have been so included
or incorporated by reference in reliance on the report of Ernst & Young LLP, 200
Clarendon Street, Boston, MA 02116, Independent Registered Public Accounting
Firm, given on the authority of said firm as experts in auditing and accounting.
Ernst & Young LLP audits the financial statements of the Fund and provides other
audit, tax and related services. Shareholders will receive annual audited
financial statements and semi-annual unaudited financial statements.


                             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 portfolio
transactions for the Fund and, accordingly, has implemented policies and
procedures reasonably designed to prevent its traders from considering sales of
shares of the 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 a
Portfolio will not necessarily be used by the Advisor specifically to service
such Fund.

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

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

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

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

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

Investment decisions for 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.


Money market instruments are normally purchased in principal transactions
directly from the issuer or from an underwriter or market maker. There usually
are no brokerage commissions paid by the Fund for such purchases. During the
last three fiscal years the Fund paid no portfolio brokerage commissions.
Purchases from underwriters will include a commission or concession paid by the
issuer to the underwriter, and purchases from dealers serving as market makers
will include the spread between the bid and asked prices.

The Fund is required to identify any securities of its "regular brokers or
dealers" (as such term is defined in Rule 10b-1 of the 1940 Act) that the Fund
has acquired during the most recent fiscal year. As of July 31, 2008, the Fund
did not hold any securities of its regular brokers or dealers.

                        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 class if the
distribution check is returned as undeliverable.

Certificates. Share certificates will not be issued.

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 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, up to 0.25 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. These Firms also coordinate with the Transfer Agent in
connection with the Fund's check writing program. 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 ("FINRA") 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 -- "Strategic," "Tactical" or "all other 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 in the
Strategic and Tactical categories represents management's judgment based on the
above criteria. In addition, management may consider a fund's profile over the
course of several review periods before making a change to its category
assignment. These category assignments will be posted quarterly to the DWS
funds' Web site at www.dws-investments.com, approximately one month after the
end of each quarter. DWS Investments Wholesalers receive the highest
compensation for Strategic funds, less for Tactical funds and the lowest for all
other funds. The level of compensation among these categories may differ
significantly.

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 Strategic or Tactical funds over all other funds. The Plan,
however, will not change the price that investors pay for shares of a fund. The
DWS Investments Compliance Department monitors DWS Investments Wholesaler sales
and other activity in an effort to detect unusual activity in the context of the
compensation structure under the Plan. However, investors may wish to take the
Plan and the product category of the fund into account when considering
purchasing a fund or evaluating any recommendations relating to fund shares.


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


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

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

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

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

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

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

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

Purchases

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

The Fund reserves the right to reject new account applications without a correct
certified Social Security or tax identification number. The Fund also reserves
the right, following 30 days' notice, to redeem all shares in accounts without a
correct certified Social Security or tax identification number.

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.

The Fund may waive the minimum for purchases by trustees, officers or employees
of the Fund or the Manager and its affiliates.

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

DIDI may, from time to time, pay or allow to firms a 1% commission on the amount
of shares of a Fund sold under the following conditions: (i) the purchased
shares are held in a DWS Investments IRA account, (ii) the shares are purchased
as a direct "roll over" of a distribution from a qualified retirement plan
account maintained on the subaccount record keeping system maintained for DWS
Investments-branded plans by ADP, Inc. under an alliance with DIDI and its
affiliates, (iii) the registered representative placing the trade is a member of
Executive Council, a group of persons designated by DIDI in acknowledgment of
their dedication to the employee benefit plan area; and (iv) the purchase is not
otherwise subject to a commission.


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

DIDI may in its discretion pay compensation, in amounts not to exceed 0.50% of
net asset value, to financial services firms in connection with the sales of
Class A shares to employee benefit plans in excess of $3 million using the
OmniPlus subaccount record keeping system maintained by ADP, Inc. for DWS
Retirement Plans under an alliance with DIDI and its affiliates.

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

Revenue Sharing

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

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

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

The Advisor, the Distributor and/or their affiliates may also make such revenue
sharing payments to financial advisors under the terms discussed above in
connection with the distribution of both DWS funds and non-DWS funds by
financial advisors to retirement plans that obtain record keeping services from
ADP, Inc. on the DWS Scudder 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 Clearing/Wachovia Securities
Fiserv Trust Company
HD Vest Investment Securities, Inc.
ING Group
John Hancock Distributors LLC
LPL Financial
M.L. Stern & Co.
Meridien Financial Group
Merrill Lynch, Pierce, Fenner & Smith Inc.
Morgan Stanley
Oppenheimer & Co., Inc.
Raymond James & Associates
Raymond James Financial Services
RBC Dain Rauscher, Inc
Securities America, Inc.
UBS Financial Services
Wachovia Securities
Wells Fargo Investments, LLC

Channel: Cash Product Platform
------------------------------
Allegheny Investments LTD
Bank of New York (Hare & Co.)
Bear, Stearns Securities Corp.
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
Huntleigh Securities
Lincoln Investment Planning
LPL Financial
Mellon Financial Markets LLC
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.
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
Farmers New World Life Insurance Company
Fidelity Security Life Insurance Company
First Allmerica Financial Life Insurance Company
First Great West Life and Annuity Company
Genworth Life Insurance Company of New York
Genworth Life and Annuity Insurance Company
Great West Life and Annuity Insurance Company
Hartford Life Insurance Company
Integrity Life Insurance Company
John Hancock Life Insurance companies
Kemper Investors Life Insurance Company
Lincoln Benefit Life Insurance Company
Lincoln Life & Annuity Company of New York
Lincoln National Life Insurance Company
Massachusetts Mutual Life Insurance Group
MetLife Group
Minnesota Life Insurance Company
National Life Insurance Company
National Integrity Life Insurance Company
Nationwide Group
New York Life Insurance and Annuity Corporation
Phoenix Life Insurance Company
Protective Life Insurance
Provident Mutual Life Insurance
Prudential Insurance Company of America
Sun Life Group
Symetra Life Insurance Company
Transamerica Life Insurance Company
Union Central Life Insurance Company
United of Omaha Life Insurance Company
United Investors Life Insurance Company
Western Southern Life Assurance Company

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

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

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

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


Classes of Shares. As reflected in the prospectus, the Fund is primarily
designed to serve as a money market fund alternative for investors purchasing
Class A, Class B and Class C shares of other DWS funds and not as a stand alone
money market fund. Thus, investors may consider purchasing shares of the Fund on
exchange from a like class of another DWS fund, or as part of an asset
allocation strategy across like class shares of several DWS Funds. In addition,
investors may consider purchasing shares of the Fund with the intention of
gradually exchanging into like class shares of one or more DWS Funds (e.g.,
using a strategy of "dollar cost" averaging). In considering which class of the
Fund is most appropriate, investors will want to consider with their financial
advisor the overall structure of their investment program within the DWS family
and the role that the Fund will play as the money market fund alternative within
that structure. Since Class A shares of the Fund are sold without a sales charge
(although there may be a sales charge on exchange to Class A shares of other DWS
funds) and have lower expenses than Class B and Class C shares, Class B and
Class C shares of the Fund would not be appropriate as a stand alone investment
that is not integrated into an investment program across like class shares of
other DWS funds.

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

The following provisions apply to DWS Investments Flex Plans.

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

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


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

Automatic Investment Plan. A shareholder may purchase shares of the Fund through
an automatic investment program. With the Direct Deposit Purchase Plan ("Direct
Deposit"), investments are made automatically (minimum $500 and maximum $250,000
for initial investments and a minimum of $50 and maximum $250,000 for subsequent
investments) from the shareholder's account at a bank, savings and loan or
credit union into the shareholder's Fund account. Termination by a shareholder
will become effective within thirty days after the Shareholder Service Agent has
received the request. The Fund may immediately terminate a shareholder's Direct
Deposit in the event that any item is unpaid by the shareholder's financial
institution.


Minimum Subsequent Investment Policies. For current shareholders of Class A, B
or C shares there is a $50 minimum investment requirement for subsequent
investments in the Fund. There is no minimum subsequent investment requirement
in Class A shares for investments on behalf of participants in certain fee-based
and wrap programs offered through financial intermediaries approved by the
Advisor.


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


Redemptions

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

In addition, the Trust may delay payment of redemptions with respect to the Fund
in the event of a closing of the Federal Reserve Bank's wire payment system
until a reasonable time after the system reopens, but in any event the Trust may
not delay payment more than seven business days except under the circumstances
discussed above.

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

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

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

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

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

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

The rate of the CDSC is determined by the length of the period of ownership.
Investments are tracked on a monthly basis. The period of ownership for this
purpose begins the first day of the month in which the order for the investment
is received. For example, an investment made in March 1998 will be eligible for
the second year's charge if redeemed on or after March 1, 1999. In the event no
specific order is requested when redeeming shares subject to a CDSC, the
redemption will be made first from shares representing reinvested dividends and
then from the earliest purchase of shares. DIDI receives any CDSC directly. The
charge will not be imposed upon redemption of reinvested dividends or share
appreciation.

As reflected in the prospectus, the CDSC would not apply to Class A shares of
the Fund acquired directly but only to shares acquired on exchange from another
DWS Fund purchased under the Large Order NAV Purchase Privilege. To the extent
that the CDSC may be applicable to certain Class A shares, the Class A CDSC will
be waived in the event of:

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

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

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

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

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

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

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

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

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

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

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

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

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

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


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

Exchanges

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

Shares of money market funds that were acquired by purchase (not including
shares acquired by dividend reinvestment) are subject to the applicable sales
charge on exchange. Certain series of DWS Target Fund are available on exchange
only during the offering period for such series as described in the applicable
prospectus. Tax Free Money Fund -- Investment Class, NY Tax-Free Money Fund --
Investment Class, Money Market Fund -- Investment Class, Cash Management Fund
Institutional, Cash Reserves Fund Institutional, Cash Reserve Fund, Inc. Prime
Series, Tax-Exempt California Money Market Fund, Cash Account Trust and
Investors Cash Trust are available on exchange but only through a financial
services firm having a services agreement with DIDI. All exchanges among money
funds must meet applicable investor eligibility and investment requirements.
Exchanges may only be made for funds that are available for sale in the
shareholder's state of residence. Currently, Tax-Exempt California Money Market
Fund is available for sale only in California.


Shareholders must obtain prospectuses of the funds they are exchanging into from
dealers, other firms or DIDI.

Automatic Exchange Plan. The owner of $1,000 or more of any class of shares of a
DWS fund may authorize the automatic exchange of a specified amount ($50
minimum) of such shares for shares of the same class of another such DWS fund.
Exchanges will be made automatically until the shareholder or the Fund
terminates the privilege. Exchanges are subject to the terms and conditions
described above.

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

                                    DIVIDENDS

Dividends paid by the Fund with respect to each class of its shares will be
calculated in the same manner, at the same time and on the same day.

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

Dividends are declared daily and paid monthly. Shareholders will receive
dividends in additional shares unless they elect to receive cash. Dividends will
be reinvested monthly in shares of the Fund at the net asset value. The Fund
will pay shareholders who redeem their entire accounts all unpaid dividends at
the time of the redemption not later than the next dividend payment date. Upon
written request to the Shareholder Service Agent, a shareholder may elect to
have dividends invested in shares of another DWS Mutual Fund offering this
privilege at the net asset value of such other fund. To use this privilege of
investing dividends of the Fund in shares of another DWS Mutual Fund,
shareholders must maintain a minimum account value of $1,000 in the Fund.

If a shareholder has elected to reinvest any dividends and/or other
distributions in the Fund, such distributions will be made in shares of the Fund
and confirmations will be mailed to each shareholder. If a shareholder has
chosen to receive cash, a check will be sent. Distributions of net investment
income and net realized capital gains are taxable for federal income tax
purposes, whether made in shares or cash.

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

The Fund may at any time vary its foregoing dividend practices and, therefore,
reserves the right from time to time to either distribute or retain for
reinvestment such of its net investment income (which includes its net
short-term capital gains and net long-term capital gains, if any, as the Board
of Trustees determines appropriate under the then current circumstances. In
particular, and without limiting the foregoing, the Fund may make additional
distributions of net investment income or net capital gain in order to satisfy
the minimum distribution requirements contained in the Internal Revenue Code of
1986, as amended (the "Code").

                                      TAXES

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

The Fund has elected to be treated as a regulated investment company under
Subchapter M of the Code and has qualified as such since its inception. The Fund
intends to continue to so qualify in each taxable year as required under the
Code in order to avoid payment of federal income tax at the Fund level on the
income and gains it distributes to its shareholders. In order to qualify as a
regulated investment company, the Fund must meet certain requirements regarding
the source of its income, the diversification of its assets and the distribution
of its net investment income. The Fund is required to distribute to its
shareholders at least 90 percent 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 net short-term capital gain) and
net tax-exempt interest income and generally is not subject to federal income
tax to the extent that it distributes annually such net investment income and
net realized capital gains in the manner required under the Code. Distributions
of investment income of a Fund are generally taxable to shareholders as ordinary
income.

If for any taxable year the Fund does not qualify for the special federal income
tax treatment afforded regulated investment companies, all of its taxable income
will be subject to federal income tax at regular corporate rates (without any
deduction for distributions to its shareholders).

The Fund is subject to a 4% nondeductible federal excise tax on amounts required
to be, but not, distributed under a prescribed formula. The formula requires
payment to shareholders during a calendar year of distributions representing at
least 98% of the Fund's taxable ordinary income for the calendar year and at
least 98% of the excess of its capital gains over capital losses realized during
the one-year period ending October 31 (in most cases) of such year as well as
amounts that were neither distributed nor taxed to the Fund during the prior
calendar year. Although the Fund's distribution policies should enable it to
avoid 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.

Subchapter M of the Code permits the character of tax-exempt interest
distributed by a regulated investment company to flow-through as tax-exempt
interest to its shareholders, provided that at least 50% of the value of the
Fund's assets at the end of each quarter of the taxable year is invested in
state, municipal and other obligations the interest on which is excluded from
gross income under Section 103(a) of the Code. The Fund intends to satisfy this
50% requirement in order to permit distributions of tax-exempt interest to be
treated as such for federal income tax purposes in the hands of its
shareholders. These distributions may be subject to the individual or corporate
alternative minimum tax. Discount from certain stripped tax-exempt obligations
or their coupons may be taxable.


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, including those who fail to furnish the Fund with their taxpayer
identification number and certifications as to their federal income tax status.

Shareholders of the Fund may be subject to state and local taxes on
distributions received from the Fund and on redemptions of the Fund's shares,
although it is unlikely that shareholders will recognize gain or loss or
redemptions since the Fund seeks to maintain a stable share price. Any
shareholder who is not a US person (as such term is defined in the Code) should
consider the US and foreign tax consequences of ownership of shares of the Fund,
including the possibility that such a shareholder may be subject to current US
withholding tax on amounts paid to him or her.

Interest on indebtedness incurred by shareholders to purchase or carry shares of
the Fund will not be deductible for federal income tax purposes. Under rules
used by the IRS to determine when borrowed funds are used for the purpose of
purchasing or carrying particular assets, the purchase of shares may be
considered to have been made with borrowed funds even though the borrowed funds
are not directly traceable to the purchase of shares.

Section 147(a) of the Code prohibits exemption from federal income taxation of
interest on certain governmental obligations to persons who are "substantial
users" (or persons related thereto) of facilities financed by such obligations.
The Fund has not undertaken any investigation as to the users of the facilities
financed by bonds in its portfolio.

Tax legislation in recent years has included several provisions that may affect
the supply of, and the demand for, tax-exempt bonds, as well as the tax-exempt
nature of interest paid thereon. It is not possible to predict with certainty
the effect of these tax law changes upon the tax-exempt bond market, including
the availability of obligations appropriate for investment, nor is it possible
to predict any additional restrictions that may be enacted in the future.

Exempt-interest dividends are included as income for purposes of determining
whether the amount of a shareholder's total social security benefits and
railroad retirement benefits are subject to tax.

                                 NET ASSET VALUE

The net asset value ("NAV") per share of the Fund is calculated on each day on
which the Fund is open for business. The Fund is open for business each day the
New York Stock Exchange is open, as described in the Fund's current prospectus.
The NAV per share of the Fund is computed by dividing the value of the Fund's
assets less all liabilities, by the total number of shares of the Fund
outstanding. Although there is no guarantee, the Fund's NAV per share will
normally be $1.00.

The Fund values its portfolio instruments at amortized cost, which does not take
into account unrealized capital gains or losses. This involves initially valuing
an instrument at its cost and  thereafter  assuming a constant  amortization  to
maturity of any  discount or premium,  regardless  of the impact of  fluctuating
interest rates on the market value of the instrument. While this method provides
certainty  in  valuation,  it may  result in  periods  during  which  value,  as
determined  by amortized  cost, is higher or lower than the price the Fund would
receive if it sold the instrument.

The Board has established procedures reasonably designed to stabilize the Fund's
NAV per share at $1.00. Under the procedures, the Advisor will monitor and
notify the Board of circumstances where the Fund's NAV per share calculated by
using market valuations may deviate from the $1.00 per share calculated using
amortized cost. If there were any deviation that the Board believed would result
in a material dilution or unfair result for investors or existing shareholders,
the Board would promptly consider what action, if any, should be initiated. Such
actions could include selling assets prior to maturity to realize capital gains
or losses; shortening average maturity of the portfolio; withholding or reducing
dividends; redeeming shares in kind; or valuing assets based on market
valuations.

Market valuations are obtained by using actual quotations provided by market
makers, estimates of market value, or values obtained from yield data relating
to classes of money market instruments published by reputable sources at the
mean between the bid and asked prices for the instruments. In accordance with
procedures approved by the Board, in the event market quotations are not readily
available for certain portfolio assets the fair value of such portfolio assets
will be determined in good faith by the Fund's Pricing Committee (or, in some
cases, the Board's Valuation Committee) based upon input from the Advisor or
other third parties. Additionally, for purposes of determining market
valuations, through January 12, 2009, or such later date as extended by the SEC,
certain portfolio assets may be valued at amortized cost, unless the particular
circumstances suggest that amortized cost is no longer appropriate (e.g., there
is an impairment of the creditworthiness of the issuer). The use of amortized
cost for purposes of determining market valuations is limited to portfolio
assets that (i) have a remaining maturity of 60 days or less as set forth on the
face of the instrument; (ii) are considered First Tier Securities pursuant to
SEC rules; and (iii) are expected to be held to maturity.


                              TRUSTEES AND OFFICERS

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

Independent Board Members

<TABLE>
<CAPTION>
--------------------------------------------------------------------------------------------------------------------
 Name, Year of Birth, Position                                                                   Number of Funds
 with the Trust and Length of     Business Experience and                                        in DWS Fund
 Time Served(1)                   Directorships During the Past 5 Years                          Complex Overseen
--------------------------------------------------------------------------------------------------------------------
<S>                                <C>                                                                   <C>
Dawn-Marie Driscoll (1946)        President, Driscoll Associates (consulting firm); Executive           133
Chairperson since 2004,(2) and    Fellow, Center for Business Ethics, Bentley College;
Board Member since 1987           formerly: Partner, Palmer & Dodge (1988-1990); Vice President
                                  of Corporate Affairs and General Counsel, Filene's
                                  (1978-1988); Directorships: Trustee of 8 open-end mutual
                                  funds managed by Sun Capital Advisers, Inc. (since 2007);
                                  Director of ICI Mutual Insurance Company (since 2007);
                                  Advisory Board, Center for Business Ethics, Bentley College;
                                  Trustee, Southwest Florida Community Foundation (charitable
                                  organization); former Directorships: Investment Company
                                  Institute (audit, executive, nominating committees) and
                                  Independent Directors Council (governance, executive
                                  committees)
--------------------------------------------------------------------------------------------------------------------
Paul K. Freeman                   Consultant, World Bank/Inter-American Development Bank;               133
(1950)                            formerly: Project Leader, International Institute for Applied
Vice Chairperson since 2008, and  Systems Analysis (1998-2001); Chief Executive Officer, The
Board Member since 1993           Eric Group, Inc. (environmental insurance) (1986-1998)
--------------------------------------------------------------------------------------------------------------------
John W. Ballantine (1946)         Retired; formerly: Executive Vice President and Chief Risk            133
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:               133
 Board Member since               Association of Public Television Stations; Becton Dickinson
 1990                             and Company(3) (medical technology company); Belo
                                  Corporation(3) (media company); Boston Museum of Science;
                                  Public Radio International; former Directorships: American
                                  Public Television; Concord Academy; New England Aquarium;
                                  Mass. Corporation for Educational Telecommunications;
                                  Committee for Economic Development; Public Broadcasting
                                  Service
--------------------------------------------------------------------------------------------------------------------
Keith R. Fox (1954)               Managing General Partner, Exeter Capital Partners (a series           133
Board Member since                of private equity funds); Directorships: Progressive Holding
1996                              Corporation (kitchen goods importer and distributor); Natural
                                  History, Inc. (magazine publisher); Box Top Media Inc.
                                  (advertising); The Kennel Shop (retailer)
--------------------------------------------------------------------------------------------------------------------
Kenneth C. Froewiss               Clinical Professor of Finance, NYU Stern School of Business           133
(1945)                            (1997-present); Member, Finance Committee, Association for
Board Member since                Asian Studies (2002-present); Director, Mitsui Sumitomo
2001                              Insurance Group (US) (2004-present); prior thereto, Managing
                                  Director, J.P. Morgan (investment banking firm) (until 1996)
--------------------------------------------------------------------------------------------------------------------
Richard J. Herring                Jacob Safra Professor of International Banking and Professor,         133
(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                    133
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             133
(1951)                            Trusts (charitable organization) (1994 to present); Trustee,
Board Member since                Thomas Jefferson Foundation (charitable organization) (1994
1995                              to present); Trustee, Executive Committee, Philadelphia
                                  Chamber of Commerce (2001 to 2007); Trustee, Pro Publica
                                  (2007-present) (charitable organization); formerly: Executive
                                  Vice President, The Glenmede Trust Company (investment trust
                                  and wealth management) (1983 to 2004); Board Member, Investor
                                  Education (charitable organization) (2004-2005); Director,
                                  Viasys Health Care(3) (January 2007-June 2007)
--------------------------------------------------------------------------------------------------------------------
William N. Searcy, Jr.            Private investor since October 2003; Trustee of 8 open-end            133
(1946)                            mutual funds managed by Sun Capital Advisers, Inc. (since
Board Member since                October 1998); formerly: Pension & Savings Trust Officer,
1993                              Sprint Corporation(3) (telecommunications) (November
                                  1989-September 2003)
--------------------------------------------------------------------------------------------------------------------
Jean Gleason Stromberg            Retired; formerly: Consultant (1997-2001); Director, US               133
(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;
                                  Service Source, Inc.; former Directorships: Mutual Fund
                                  Directors Forum (2002-2004), American Bar Retirement
                                  Association (funding vehicle for retirement plans) (1987-1990
                                  and 1994-1996)
--------------------------------------------------------------------------------------------------------------------
Robert H. Wadsworth (1940)        President, Robert H. Wadsworth & Associates, Inc. (consulting         136
Board Member since 1999           firm) (1983 to present); Director, The Phoenix Boys Choir
                                  Association
--------------------------------------------------------------------------------------------------------------------

Interested Board Member

--------------------------------------------------------------------------------------------------------------------
 Name, Year of Birth, Position                                                                   Number of Funds
 with the Trust and Length of     Business Experience and                                        in DWS Fund
 Time Served(1)                   Directorships During the Past 5 Years                          Complex Overseen
--------------------------------------------------------------------------------------------------------------------
 Axel Schwarzer(4)                Managing Director(5), Deutsche Asset Management; Head of              133
 (1958)                           Deutsche Asset Management Americas; CEO of DWS Investments;
 Board Member since               formerly: board member of DWS Investments, Germany
 2006                             (1999-2005); Head of Sales and Product Management for the
                                  Retail and Private Banking Division of Deutsche Bank in
                                  Germany (1997-1999); various strategic and operational
                                  positions for Deutsche Bank Germany Retail and Private
                                  Banking Division in the field of investment funds, tax driven
                                  instruments and asset management for corporates (1989-1996)
--------------------------------------------------------------------------------------------------------------------

Officers(6)

--------------------------------------------------------------------------------------------------------------------
 Name, Year of Birth, Position
 with the Trust and Length of     Business Experience and
 Time Served(7)                   Directorships During the Past 5 Years
--------------------------------------------------------------------------------------------------------------------
 Michael G. Clark(8) (1965)       Managing Director(5), 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(9) (1962)          Director(5), Deutsche Asset Management
 Vice President and Secretary,
 1999-present
--------------------------------------------------------------------------------------------------------------------
 Paul H. Schubert(8) (1963)       Managing Director(5), 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)
--------------------------------------------------------------------------------------------------------------------
 Patricia DeFilippis(10) (1963)   Vice President, Deutsche Asset Management (since June 2005); formerly: Counsel,
 Assistant Secretary,             New York Life Investment Management LLC (2003-2005); legal associate, Lord,
 2005-present                     Abbett & Co. LLC (1998-2003)
--------------------------------------------------------------------------------------------------------------------
 Elisa D. Metzger(10)  (1962)     Director(5), Deutsche Asset Management (since September 2005); formerly:
 Assistant Secretary,             Counsel, Morrison and Foerster LLP (1999-2005)
 2005-present
--------------------------------------------------------------------------------------------------------------------
 Caroline Pearson(9) (1962)       Managing Director(5), Deutsche Asset Management
 Assistant Secretary,
 1997-present
--------------------------------------------------------------------------------------------------------------------
 Paul Antosca(9)                  Director(5), 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 (9)                   Director(5), Deutsche Asset Management (since 2007); formerly: Vice President,
 (1967)                           State Street Corporation (2002-2007)
 Assistant Treasurer,
 2007-present
--------------------------------------------------------------------------------------------------------------------
 Kathleen Sullivan D'Eramo(9)     Director(5), Deutsche Asset Management
 (1957)
 Assistant Treasurer,
 2003-present
--------------------------------------------------------------------------------------------------------------------
 Diane Kenneally(9)               Director(5), Deutsche Asset Management
 (1966)
 Assistant Treasurer,
 2007-present
--------------------------------------------------------------------------------------------------------------------
 Jason Vazquez(10) (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(10) (1962)          Managing Director(5), 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(10)       Director(5), 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)      Represents the year in which Ms. Driscoll was first appointed
         Chairperson of certain DWS funds.

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

(4)      The mailing address of Axel Schwarzer is c/o Deutsche Investment
         Management Americas Inc., 345 Park Avenue, New York, New York 10154.
         Mr. Schwarzer is an interested Board Member by virtue of his positions
         with Deutsche Asset Management. As an interested person, Mr. Schwarzer
         receives no compensation from the Fund.

(5)      Executive title, not a board directorship.

(6)      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.

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

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

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

(10)     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
 Patricia DeFilippis:               Assistant 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 2007, the Audit Committee of the Fund's Board held eight (8)
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 2007, the Nominating and Governance Committee of the Fund's Board
performed similar functions and held six (6) 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 2007, the Contract Review
Committee of the Fund's Board performed similar functions and held two (2)
meetings.

Equity Oversight Committee: The Equity Oversight Committee reviews the
investment operations of those funds that primarily invest in equity securities
(except for those funds managed by a quantitative investment team). The members
of the Equity Oversight Committee are John W. Ballantine (Chair), William
McClayton (Vice Chair), Henry P. Becton, Jr., Keith R. Fox, Richard J. Herring
and Rebecca W. Rimel. During the calendar year 2007, the Equity Oversight
Committee of the Fund's Board performed similar functions and held five (5)
meetings.

Fixed-Income and Quant Oversight Committee: The Fixed-Income and Quant Oversight
Committee reviews the investment operations of those funds that primarily invest
in fixed-income securities or are managed by a quantitative investment team. The
members of the Fixed-Income and Quant Oversight Committee are William N. Searcy,
Jr. (Chair), Jean Gleason Stromberg (Vice Chair), Dawn-Marie Driscoll, Paul K.
Freeman, Kenneth C. Froewiss and Robert H. Wadsworth. During the calendar year
2007, the Fixed-Income Oversight Committee of the Fund's Board performed similar
functions and 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 members of the Marketing and
Shareholder Services Committee are Richard J. Herring (Chair), Dawn-Marie
Driscoll (Vice Chair), Paul K. Freeman, Rebecca W. Rimel, Jean Gleason Stromberg
and Robert H. Wadsworth.

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 Paul K. Freeman (Chair), Dawn-Marie Driscoll (Vice Chair), John W.
Ballantine, 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), Paul K. Freeman (Alternate),
Rebecca W. Rimel (Alternate) and William N. Searcy, Jr. (Alternate). During the
calendar year 2007, the Operations Committee and Valuation Committee performed
similar functions and each held six (6) meetings and one (1) meeting,
respectively.

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 2007. 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 DWS             from Fund and
  Name of Board Member                   Money Market Prime Series             DWS Fund Complex(1)
  --------------------                   -------------------------             -------------------
<S>                                                <C>                                <C>
  John W. Ballantine                               $8,250                             $215,000
  Henry P. Becton, Jr.(2)                            $0                               $200,000
  Dawn-Marie Driscoll(2)(3)                          $0                               $253,000
  Keith R. Fox(2)                                    $0                               $203,000
  Paul K. Freeman(4)                              $10,243                             $265,000
  Kenneth C. Froewiss(2)                             $0                               $200,000
  Richard J. Herring(2)                              $0                               $195,000
  William McClayton(5)                             $7,870                             $205,000
  Rebecca W. Rimel(2)                                $0                               $194,000
  William N. Searcy, Jr.(2)                          $0                               $200,000
  Jean Gleason Stromberg(2)                          $0                               $189,000
  Robert H. Wadsworth                              $7,870                             $245,250

(1)      The DWS fund complex is composed of 138 funds as of December 31, 2007.

(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 $1,000 for Mr. Becton, $1,000 for
         Ms. Driscoll, $1,000 for Mr. Fox, $1,000 for Mr. Froewiss, $1,000 for
         Dr. Herring, $5,000 for Ms. Rimel, $1,000 for Mr. Searcy and $1,000 for
         Ms. Stromberg. These meeting fees were borne by the Advisor.

(3)      Includes $50,000 in annual retainer fees received by Ms. Driscoll as
         Chairperson of certain DWS funds.

(4)      Includes $25,000 paid to Dr. Freeman for numerous special meetings of
         an ad hoc committee in connection with board consolidation initiatives
         and $50,000 in annual retainer fees received by Dr. Freeman as
         Chairperson of certain DWS funds.

(5)      Does not include $15,000 to be paid to Mr. McClayton in calendar year
         2008 for numerous special meetings of an ad hoc committee of the former
         Chicago Board in connection with board consolidation initiatives.

Dr. Freeman, prior to his service as Independent Board Member, served as a board
member of certain funds in the Deutsche Bank complex ("DB Funds"). In connection
with his resignation and the resignation of certain other board members of the
DB Funds on July 30, 2002 (the "Effective Date"), which was part of a
restructuring of the boards overseeing the DB Funds, Deutsche Asset Management,
Inc. ("DAMI") agreed to recommend, and, if necessary obtain, directors and
officers ("D&O") liability insurance coverage for the prior board members,
including Dr. Freeman, that is at least as equivalent in scope and amount to the
D&O coverage provided to the prior board members for the six-year period
following the Effective Date. In the event that D&O insurance coverage is not
available in the commercial marketplace on commercially reasonable terms from a
conventional third party insurer, DeAM reserved the right to provide
substantially equivalent protection in the form of an indemnity or financial
guarantee from an affiliate of DeAM. The D&O policy in effect prior to the
Effective Date provided aggregate coverage of $25,000,000, subject to a $250,000
per claim deductible.

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 June 30, 2008.

                                            Dollar Range of Beneficial            Aggregate Dollar Range of
                                                     Ownership               Ownership in all Funds Overseen by
                                            in DWS Money Market Prime                   Board Member
Board Member                                          Series                    in the DWS Fund Complex(1)
------------                                          ------                    --------------------------

Independent Board Member:
-------------------------

John W. Ballantine                                     None                                Over $100,000
Henry P. Becton, Jr.                                   None                                Over $100,000
Dawn-Marie Driscoll                                    None                                Over $100,000
Keith R. Fox                                           None                                Over $100,000
Paul K. Freeman                                     $1-$10,000                             Over $100,000
Kenneth C. Froewiss                                    None                                Over $100,000
Richard J. Herring                                     None                                Over $100,000
William McClayton                                  Over $100,000                           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                                  $1-$10,000                            Over $100,000

Interested Board Member:
------------------------

Axel Schwarzer                                         None                                Over $100,000

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

Ownership in Securities of the Advisor and Related Companies

As reported to the Fund, the information in the following table reflects
ownership by the Independent Board Members and their immediate family members of
certain securities as of December 31, 2007. Immediate family members can be a
spouse, children residing in the same household including step and adoptive
children, and any dependents. The securities represent ownership in the Advisor
or principal underwriter of the Fund and any persons (other than a registered
investment company) directly or indirectly controlling, controlled by, or under
common control with the Advisor or principal underwriter of the Fund (including
Deutsche Bank AG).

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

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

Securities Beneficially Owned

As of November 7, 2008, 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 November 7, 2008, no person owned of
record or beneficially 5% or more of any class of the Fund's outstanding shares,
except as noted below.

DWS Cash Investment Trust

Name and Address of Investor Ownership                          Shares                      % of Total Shares
--------------------------------------                          ------                      -----------------

CITIGROUP GLOBAL MARKETS INC                                 3,224,282.50                   9.56% of Class B
XXXXXXXXXX
ATTN PETER BOOTH 7TH FL
NEW YORK NY  10001-2402
</TABLE>


Agreement to Indemnify Independent Trustees for Certain Expenses

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


                               TRUST ORGANIZATION

Organizational Description

DWS Money Funds is an open-end, diversified, management investment company,
organized as a business trust under the laws of Massachusetts on August 9, 1985.
Effective April 14, 1997, the name of the Trust was changed from Kemper Money
Funds to Zurich Money Funds. Effective April 8, 2002, the name of the Trust was
changed from Zurich Money Funds to Scudder Money Funds. Also effective April 8,
2002, Zurich Money Market Fund was redesignated Scudder Money Market Fund.
Effective February 6, 2006, the name of the Trust was changed from Scudder Money
Funds to DWS Money Funds. Also effective February 6, 2006, Scudder Money Market
Fund was redesignated DWS Money Market Fund. Effective May 10, 2006, DWS Money
Market Fund was redesignated DWS Money Market Prime Series and its existing
shares were redesignated as a separate class named DWS Money Market Fund. Also
effective May 10, 2006, additional classes of series were established and
designated as follows: DWS Cash Investment Trust Class S, DWS Cash Investment
Trust Class A, DWS Cash Investment Trust Class B and DWS Cash Investment Trust
Class C.

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 shares
issued and outstanding are fully paid and non-assessable, transferable, have no
pre-emptive or conversion rights (except as may be determined by the Board of
Trustees) and are redeemable as described in the SAI and the Fund's prospectus.
Each share has equal rights with each other share of the same class of the Fund
as to voting, dividends, exchanges, conversion features and liquidation.
Shareholders are entitled to one vote for each full share held and fractional
votes for fractional shares held.

The Fund generally is not required to hold meetings of its shareholders. Under
the Declaration of Trust, however, shareholder meetings will be held in
connection with the following matters to the extent and as provided in the
Declaration of Trust and as required by applicable law: (a) the election or
removal of trustees if a meeting is called for such purpose; (b) the termination
of the Trust or the Fund 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 the Fund or
class, for any reason at any time, if there are no shares of such Fund 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 Fund or class thereof to merge,
reorganize or consolidate with any corporation, association, trust or series
thereof (including another Fund 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 Fund 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 Fund's 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 the Fund is requested or compelled to do so by
governmental authority or applicable law and (g) upon a shareholder's failure to
comply with a request for information with respect to the direct or indirect
ownership of shares of the Trust. The Declaration of Trust also authorizes the
Board of Trustees to terminate the Fund or any class without shareholder
approval, and the Trust may suspend the right of shareholders to require the
Trust to redeem shares to the extent permissible under the 1940 Act.

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

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 of the Fund 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

The financial statements, including the investment portfolio of the Fund,
together with the Report of Independent Registered Public Accounting Firm,
Financial Highlights and notes to financial statements in the Annual Report to
the Shareholders of the Fund dated July 31, 2008, are incorporated herein by
reference and are hereby deemed to be a part of this SAI.



                      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. 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 Bank Americas Confidential and Inside
Information Policy, 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

                                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, Duff-1, Duff-2 and F-1, F-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 it
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.

The ratings F-1 and F-2 are the highest commercial paper ratings assigned by
Fitch Investors Services, Inc. Issues assigned a rating of F-1 are regarded as
having the strongest degree of assurance for timely payment. Issues assigned a
rating of F-2 have a satisfactory degree of assurance for timely payment, but
the margin of safety is not as great as for issues assigned an F-1 rating.

MIG-1 and MIG-2 Municipal Notes

Moody'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

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.

A. Bonds rated A have a strong capacity to pay principal and interest, although
they are somewhat more susceptible to the adverse effects of changes in
circumstances and economic conditions.

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.

A. Bonds which are rated A possess many favorable investment attributes and are
to be considered as upper medium grade obligations. Factors giving security to
principal and interest are considered adequate but elements may be present which
suggest a susceptibility to impairment sometime in the future.

FITCH INVESTORS SERVICE, INC. BOND RATINGS

AAA. Highest credit quality. This rating denotes the lowest degree of credit
risk.

AA. Very high credit quality. This rating denotes a very low expectation of
credit risk.

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>


                                 DWS MONEY FUNDS



                          DWS Money Market Prime Series



                        DWS Cash Investment Trust Class S
















                       STATEMENT OF ADDITIONAL INFORMATION

                                December 1, 2008

This Statement of Additional Information ("SAI") is not a prospectus and should
be read in conjunction with the prospectus for DWS Cash Investment Trust Class S
shares of DWS Money Market Prime Series (the "Fund"), a series of DWS Money
Funds (the "Trust") dated December 1, 2008, as amended from time to time, a copy
of which may be obtained without charge by contacting DWS Investments
Distributors, Inc., 222 South Riverside Plaza, Chicago, Illinois 60606, (800)
621-1148, or from the firm from which this SAI was obtained and is available
along with other materials on the Securities and Exchange Commission's web site
(http://www.sec.gov).

Portions of the Annual Report to Shareholders of the Fund, dated July 31, 2008,
are incorporated herein by reference, as specified herein. A copy of the Fund's
Annual Report may be obtained without charge by calling the Fund at the toll
free number (800) 728-3337.

This SAI is incorporated by reference into the corresponding prospectus.


                                TABLE OF CONTENTS
                                                                    Page

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

INVESTMENT POLICIES AND TECHNIQUES.....................................3
         Investment Techniques.........................................3
         Portfolio Holdings ..........................................13

MANAGEMENT OF THE FUND................................................15
         Investment Advisor...........................................15

FUND SERVICE PROVIDERS................................................23
         Administrator................................................23
         Distributor..................................................23
         Custodian....................................................24
         Transfer Agent and Shareholder Service Agent.................24
         Fund Accounting Agent........................................26
         Legal Counsel................................................26
         Independent Registered Public Accounting Firm................26

PORTFOLIO TRANSACTIONS................................................26

PURCHASE AND REDEMPTION OF SHARES.....................................31

DIVIDENDS.............................................................48

TAXES.................................................................49

NET ASSET VALUE.......................................................51

TRUSTEES AND OFFICERS.................................................53

TRUST ORGANIZATION....................................................69

PROXY VOTING GUIDELINES...............................................73

FINANCIAL STATEMENTS..................................................74

APPENDIX A -- PROXY VOTING GUIDELINES.................................75

APPENDIX B -- RATINGS OF INVESTMENTS.................................100



This SAI contains information about DWS Cash Investment Trust Class S ("Class
S") shares of the Fund, a series of the Trust.

                             INVESTMENT RESTRICTIONS

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

The Fund has elected to be classified as a diversified series of an open-end
management investment company.

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

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

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

(3)      Concentrate its investments in a particular industry (excluding US
         Government Obligations), as that term is used in the 1940 Act, as
         amended, and as interpreted or modified by the regulatory authority
         having jurisdiction, from time to time, except that the Fund will
         invest more than 25% of its total assets in the obligations of banks
         and other financial institutions;

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

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

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

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

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

For purposes of the Fund's concentration limitation discussed above, financial
institutions include companies within the financial services industry. The
Advisor deems the financial services industry to include the group of industries
within the financial services sector.

For purposes of the Fund's concentration limitation discussed above, the Advisor
may analyze the characteristics of a particular issuer and security and assign
an industry or sector classification consistent with those characteristics in
the event that the third party classification provider used by the Advisor does
not assign a classification.

Further, for purposes of determining the percentage of the Fund's total assets
invested in securities of issuers having their principal business activities in
a particular industry, asset-backed securities will be classified separately,
based on standard classifications utilized by ratings agencies, currently
consisting of the following: securities arbitrage programs, multi-seller
programs, single-seller programs and special investment vehicles.

Because the Fund concentrates its investments in obligations of banks and other
financial institutions, changes in the financial condition or market assessment
of the financial condition of these entities could have a significant adverse
impact on the Fund. Consequently, an investment in the Fund may be riskier than
an investment in a money market fund that does not concentrate in obligations of
banks and other financial institutions.

If the Fund adheres to a percentage restriction at the time of investment, a
later increase or decrease in percentage beyond the specified limit resulting
from a change in values or net assets will not be considered a violation.

The following policies are non-fundamental, and may be changed or eliminated for
the Fund by the Board of Trustees of the Trust without a vote of the Fund's
shareholders. The Fund may not:

(1)      Borrow money in an amount greater than 5% of its total assets, except
         for temporary or emergency purposes;

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

(3)      Invest more than 10% of net assets in illiquid securities.

(4)      Invest more than 10% of total assets in non-affiliated registered
         investment companies.

The Fund seeks maximum current income to the extent consistent with stability of
principal. The Fund pursues its objective by investing exclusively in the
following types of US Dollar denominated money market instruments that mature in
no more than 397 days:

o        Obligations of, or guaranteed by, the US Government, its agencies or
         instrumentalities.

o        Bank certificates of deposit, time deposits or bankers' acceptances of
         US banks (including their foreign branches), Canadian chartered banks
         and foreign banks (including their US branches).

o        Commercial paper obligations rated A-1 or A-2 by Standard & Poor's
         Corporation ("S&P") or Prime-1 or Prime-2 by Moody's Investors Service,
         Inc. ("Moody's") or issued by companies with an unsecured debt issue
         outstanding currently rated Aa by Moody's or AA by S&P or higher and
         investments in other corporate obligations such as publicly traded
         bonds, debentures and notes rated Aa by Moody's or AA by S&P or higher.
         For a description of these ratings, see "Appendix -- Ratings of
         Investments" herein.

o        Repurchase agreements backed by obligations that are suitable for
         investment under the categories set forth above. Repurchase agreements
         are discussed below.

To the extent the Fund purchases Eurodollar certificates of deposit issued by
London branches of US banks, or commercial paper issued by foreign entities,
consideration will be given to their marketability, to possible restrictions on
international currency transactions and to regulations imposed by the domicile
country of the foreign issuer. Eurodollar certificates of deposit are not
subject to the same regulatory requirements as certificates issued by US banks
and associated income may be subject to the imposition of foreign taxes.


The Fund 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 Fund's net assets valued at the time of the transaction
would be invested in such securities. If the Fund holds a material percentage of
its assets in illiquid securities, there may be a question concerning the
ability of the Fund to make payment within seven days of the date its shares are
tendered for redemption. Securities and Exchange Commission ("SEC") guidelines
provide that the usual limit on aggregate holdings by a money market fund of
illiquid assets is 10% of its net assets. The Fund's Advisor monitors holdings
of illiquid securities on an ongoing basis and will take such action as it deems
appropriate to help maintain adequate liquidity.

                       INVESTMENT POLICIES AND TECHNIQUES

Investment Techniques

Descriptions in this SAI of a particular investment practice or technique in
which the Fund may engage are meant to describe the spectrum of investments that
the Advisor in its discretion might, but is not required to, use in managing the
Fund's portfolio assets. The Advisor, may in its discretion at any time employ
such practice, technique or instrument for the Fund 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.

Asset-Backed Securities. Asset-backed securities may include pools of mortgages
("mortgage-backed securities"), loans, receivables or other assets. Payment of
principal and interest may be largely dependent upon the cash flows generated by
the assets backing the securities. For purposes of determining the percentage of
the Fund's total assets invested in securities of issuers having their principal
business activities in a particular industry, asset-backed securities will be
classified separately. Asset-backed securities present certain risks that are
not presented by mortgage-backed securities. Primarily, these securities may not
have the benefit of any security interest in the related assets. 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 set off certain amounts owed on the credit cards,
thereby reducing the balance due. There is the possibility that recoveries on
repossessed collateral may not, in some cases, be available to support payments
on these securities. Asset-backed securities are often backed by a pool of
assets representing the obligations of a number of different parties. To lessen
the effect of failures by obligors on underlying assets to make payments, the
securities may contain elements of credit support which fall into two
categories: (i) liquidity protection, and (ii) protection against losses
resulting from ultimate default by an obligor on the underlying assets.
Liquidity protection refers to the provision of advances, generally by the
entity administering the pool of assets, to ensure that the receipt of payments
on the underlying pool occurs in a timely fashion. Protection against losses
results from payment of the insurance obligations on at least a portion of the
assets in the pool. This protection may be provided through guarantees, policies
or letters of credit obtained by the issuer or sponsor from third parties,
through various means of structuring the transaction or through a combination of
such approaches. The Fund will not pay any additional or separate fees for
credit support. The degree of credit support provided for each issue is
generally based on historical information respecting the level of credit risk
associated with the underlying assets. Delinquency or loss in excess of that
anticipated or failure of the credit support could adversely affect the return
on an investment in such a security. The availability of asset-backed securities
may be affected by legislative or regulatory developments. It is possible that
such developments may require the Fund to dispose of any then existing holdings
of such securities.

Bank and Savings and Loan Obligations. These obligations include negotiable
certificates of deposit, bankers' acceptances, deposit notes, fixed time
deposits or other short-term bank obligations. Certificates of deposit are
negotiable certificates evidencing the obligations of a bank to repay funds
deposited with it for a specified period of time. The Fund may invest in
certificates of deposit of large domestic banks and their foreign branches,
large US regulated subsidiaries of large foreign banks (i.e., banks which at the
time of their most recent annual financial statements show total assets in
excess of $1 billion), large foreign branches of large foreign banks and smaller
banks as described below. Although the Fund recognizes that the size of a bank
is important, this fact alone is not necessarily indicative of its
creditworthiness. Investment in certificates of deposit issued by foreign
branches of domestic banks involves investment risks that are different in some
respects from those associated with investment in certificates of deposit issued
by domestic branches of domestic banks, including the possible imposition of
withholding taxes on interest income, the possible adoption of foreign
governmental restrictions which might adversely affect the payment of principal
and interest on such certificates of deposit, or other adverse political or
economic developments. In addition, it might be more difficult to obtain and
enforce a judgment against a foreign branch of a domestic bank. Further, foreign
branches of foreign banks are not regulated by US banking authorities, and
generally are not bound by accounting, auditing and financial reporting
standards comparable to US banks.


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

As a matter of non-fundamental policy, the Fund may not borrow money in an
amount greater than 5% of total assets, except for temporary or emergency
purposes.

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

Banker's acceptances are credit instruments evidencing the obligations of a bank
to pay a draft drawn on it by a customer. These instruments reflect the
obligation both of the bank and of the drawer to pay the face amount of the
instrument upon maturity.

Time deposits are non-negotiable deposits maintained in a banking institution
for a specified period of time at a stated interest rate. Time deposits which
may be held by the Fund will not benefit from insurance from the Bank Insurance
Fund or the Savings Association Insurance Fund administered by the Federal
Deposit Insurance Corporation. Fixed time deposits may be withdrawn on demand by
the investor, but may be subject to early withdrawal penalties that vary with
market conditions and the remaining maturity of the obligation. Fixed time
deposits subject to withdrawal penalties maturing in more than seven calendar
days are subject to the Fund's limitation on investments in illiquid securities.

Commercial Paper. Subject to its investment objectives and policies, the Fund
may invest in commercial paper issued by major corporations under the Securities
Act of 1933, as amended in reliance on the exemption from registration afforded
by Section 3(a)(3) thereof. Such commercial paper may be issued only to finance
current transactions and must mature in nine months or less. Trading of such
commercial paper is conducted primarily by institutional investors through
investment dealers, and individual investor participation in the commercial
paper market is very limited. The Fund also may invest in commercial paper
issued in reliance on the so-called "private placement" exemption from
registration afforded by Section 4(2) of the Securities Act of 1933 ("Section
4(2) paper"). Section 4(2) paper is restricted as to disposition under the
federal securities laws, and generally is sold to institutional investors such
as the Fund who agree that they are purchasing the paper for investment and not
with a view to public distribution. Any resale by the purchaser must be in an
exempt transaction. Section 4(2) paper normally is resold to other institutional
investors like the Fund through or with the assistance of the issuer or
investment dealers who make a market in the Section 4(2) paper, thus providing
liquidity. The Advisor considers the legally restricted but readily saleable
Section 4(2) paper to be liquid; however, pursuant to procedures approved by the
Trust's Board, if a particular investment in Section 4(2) paper is not
determined to be liquid, that investment will be included within the limitation
of the Fund on illiquid securities. The Advisor monitors the liquidity of its
investments in Section 4(2) paper on a continuing basis.

Eurodollar Obligations. Eurodollar bank obligations are US dollar-denominated
certificates of deposit and time deposits issued outside the US capital markets
by foreign branches of US banks and US branches of foreign banks. Eurodollar
obligations are subject to the same risks that pertain to domestic issues,
notably credit risk, market risk and liquidity risk. Additionally, Eurodollar
obligations are subject to certain sovereign risks.

Foreign Investment Risk. The Fund may invest in money market instruments 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, and economic and financial instability.

Foreign Securities. Supranational entities are international organizations
designated or supported by governmental entities to promote economic
reconstruction or development and international banking institutions and related
government agencies. Examples include the International Bank for Reconstruction
and Development (the World Bank), the European Coal and Steel Community, The
Asian Development Bank and the InterAmerican Development Bank. Obligations of
supranational entities are backed by the guarantee of one or more foreign
governmental parties which sponsor the entity. All of the securities in which
the Fund may invest are US dollar-denominated.

Funding Agreements. Funding agreements are contracts issued by insurance
companies that provide investors the right to receive a variable rate of
interest and the full return of principal at maturity. Funding agreements also
include a put option that allows the Fund to terminate the agreement at a
specified time to the insurance company prior to maturity. Funding agreements
generally offer a higher yield than other variable securities with similar
credit ratings. The primary risk of a funding agreement is the credit quality of
the insurance company that issues it. Funding agreements are considered
"illiquid" securities and will count towards the Fund's limit on investing in
illiquid securities.

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

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

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

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

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

Impact of 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.

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

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 SEC. As a shareholder of another money market fund,
the Fund would bear, along with other shareholders, its prorata 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 prorata basis) in connection with
its own operations.

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

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

Letters of Credit. Municipal obligations, including certificates of
participation, commercial paper and other short-term obligations, may be backed
by an irrevocable letter of credit of a bank which assumes the obligation for
payment of principal and interest in the event of default by the issuer. Only
banks which, in the opinion of the Advisor, are of investment quality comparable
to other permitted investments of the Fund may be used for letter of credit
backed investments.

Maintenance of $1.00 Net Asset Value, Credit Quality and Portfolio Maturity. The
Fund effects sales, redemptions and repurchases at the net asset value per
share, normally $1.00. In fulfillment of their responsibilities under Rule 2a-7
of the 1940 Act, the Trust's Board has approved policies established by the
Fund's Advisor reasonably calculated to prevent the Fund's net asset value per
share from deviating from $1.00 except under unusual or extraordinary
circumstances and the Trust's Board will periodically review the Advisor's
operations under such policies at regularly scheduled Board meetings. Those
policies include a weekly monitoring by the Advisor of unrealized gains and
losses in the Fund's portfolio, and when necessary, in an effort to avoid
deviation, taking corrective action, such as adjusting the maturity of the
portfolio, or, if possible, realizing gains or losses to offset in part
unrealized losses or gains. The result of those policies may be that the yield
on shares of the Fund will be lower than would be the case if the policies were
not in effect. Such policies also provide for certain action to be taken with
respect to portfolio securities which experience a downgrade in rating or suffer
a default.

Securities eligible for investment by the Fund are those securities which are
generally rated (or issued by an issuer with comparable securities rated) in the
highest short-term rating category by at least two rating services (or by one
rating service, if no other rating agency has issued a rating with respect to
that security). These securities are known as "first tier securities."
Securities generally rated (or issued by an issuer with comparable securities
rated) in the top two categories by at least two rating agencies (or one, if
only one rating agency has rated the security) which do not qualify as first
tier securities are known as "second tier securities." The Fund will not invest
more than 5% of its total assets in the securities of a single issuer, other
than the US Government. The Fund may, however, invest more than 5% of its total
assets in the first tier securities of a single issuer for a period of up to
three business days after purchase, although the Fund may not make more than one
such investment at any time during such period. The Fund may not invest more
than 5% of its total assets in securities which were second tier securities when
acquired by the Fund. Further, the Fund may not invest more than the greater of
(1) 1% of its total assets, or (2) one million dollars, in the securities of a
single issuer which were second tier securities when acquired by the Fund.

The assets of the Fund consist entirely of cash items and investments having a
stated maturity date of 397 calendar days or less from the date of purchase
(including investment in repurchase agreements, in which case maturity is
measured by the repurchase date, without respect to the maturity of the
obligation). The portfolio of the Fund will be managed so that the average
maturity of all instruments (on a dollar-weighted basis) will be 90 days or
less. The average maturity of the Fund will vary according to the management's
appraisal of money market conditions.


Repurchase Agreements. The Fund may invest in repurchase agreements, which are
instruments under which the Fund acquires ownership of a security from a
broker-dealer or bank that agrees to repurchase the security at a mutually
agreed upon time and price (which price is higher than the purchase price),
thereby determining the yield during the Fund's holding period. Maturity of the
securities subject to repurchase may exceed one year. In the event of a
bankruptcy or other default of a seller of a repurchase agreement, the Fund
might have expenses in enforcing its rights, and could experience losses,
including a decline in the value of the underlying securities and loss of
income.

The Fund may enter into repurchase agreements with any member bank of the
Federal Reserve System or any domestic broker/dealer which is recognized as a
reporting Government securities dealer if the creditworthiness of the bank or
broker/dealer has been determined by the Advisor to be at least as high as that
of other obligations the Fund may purchase or to be at least equal to that of
issuers of commercial paper rated within the two highest grades assigned by
Moody's, S&P or Duff.

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

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

Securities Backed by Guarantees. The Fund may invest in securities backed by
guarantees from banks, insurance companies and other financial institutions. A
money market fund's ability to maintain a stable share price may depend upon
such guarantees, which are not supported by federal deposit insurance.
Consequently, changes in the credit quality of these institutions could have an
adverse impact on securities they have guaranteed or backed, which could cause
losses to the Fund and affect its share price.

Stand-by Commitments. A stand-by commitment is a right acquired by the Fund,
when it purchases a municipal obligation from a broker, dealer or other
financial institution ("seller"), to sell up to the same principal amount of
such securities back to the seller, at the Fund's option, at a specified price.
Stand-by commitments are also known as "puts." The exercise by the Fund of a
stand-by commitment is subject to the ability of the other party to fulfill its
contractual commitment.

Stand-by commitments acquired by the Fund will have the following features: (1)
they will be in writing and will be physically held by the Fund's custodian; (2)
the Fund's right to exercise them will be unconditional and unqualified; (3)
they will be entered into only with sellers which in the Advisor's opinion
present a minimal risk of default; (4) although stand-by commitments will not be
transferable, municipal obligations purchased subject to such commitments may be
sold to a third party at any time, even though the commitment is outstanding;
and (5) their exercise price will be (i) the Fund's acquisition cost (excluding
any accrued interest which the Fund paid on their acquisition), less any
amortized market premium or plus any amortized original issue discount during
the period the Fund owned the securities, plus (ii) all interest accrued on the
securities since the last interest payment date.

The Fund expects that stand-by commitments generally will be available without
the payment of any direct or indirect consideration. However, if necessary or
advisable, the Fund will pay for stand-by commitments, either separately in cash
or by paying a higher price for portfolio securities which are acquired subject
to the commitments.

It is difficult to evaluate the likelihood of use or the potential benefit of a
stand-by commitment. Therefore, it is expected that the Advisor will determine
that stand-by commitments ordinarily have a "fair value" of zero, regardless of
whether any direct or indirect consideration was paid. However, if the market
price of the security subject to the stand-by commitment is less than the
exercise price of the stand-by commitment, such security will ordinarily be
valued at such exercise price. Where the Fund has paid for a stand-by
commitment, its cost will be reflected as unrealized depreciation for the period
during which the commitment is held.

The Advisor understands that the Internal Revenue Service (the "IRS") has issued
a favorable revenue ruling to the effect that, under specified circumstances, a
registered investment company will be the owner of tax-exempt municipal
obligations acquired subject to a put option. The IRS has also issued private
letter rulings to certain taxpayers (which do not serve as precedent for other
taxpayers) to the effect that tax-exempt interest received by a regulated
investment company with respect to such obligations will be tax-exempt in the
hands of the company and may be distributed to its shareholders as
exempt-interest dividends. The IRS has subsequently announced that it will not
ordinarily issue advance ruling letters as to the identity of the true owner of
property in cases involving the sale of securities or participation interests
therein if the purchaser has the right to cause the security, or the
participation interest therein, to be purchased by either the seller or a third
party. The Fund intends to take the position for federal income tax purposes
that it owns any municipal obligations acquired subject to a Stand-by Commitment
and that tax-exempt interest earned with respect to such municipal obligations
will be tax-exempt in its hands. There is no assurance that the IRS will agree
with such position in any particular case.

Third Party Puts. The Fund may purchase long-term fixed rate bonds that have
been coupled with an option granted by a third party financial institution
allowing the Fund at specified intervals to tender (or "put") the bonds to the
institution and receive the face value thereof (plus accrued interest). These
third party puts are available in several different forms, may be represented by
custodial receipts or trust certificates and may be combined with other features
such as interest rate swaps. The Fund receives a short-term rate of interest
(which is periodically reset), and the interest rate differential between that
rate and the fixed rate on the bond is retained by the financial institution.
The financial institution granting the option does not provide credit
enhancement, and in the event that there is a default in the payment of
principal or interest, or downgrading of a bond or a loss of the bond's
tax-exempt status, the put option will terminate automatically, the risk to the
Fund will be that of holding such a long-term bond and the weighted average
maturity of the Fund's portfolio would be adversely affected.

These bonds coupled with puts may present the same tax issues as are associated
with Stand-By Commitments. As with any Stand-By Commitments acquired by the
Fund, the Fund intends to take the position that it is the owner of any
municipal obligation acquired subject to a third party put, and that tax-exempt
interest earned with respect to such municipal obligations will be tax-exempt in
its hands. There is no assurance that the IRS will agree with such position in
any particular case. Additionally, the federal income tax treatment of certain
other aspects of these investments, including the treatment of tender fees and
swap payments, in relation to various regulated investment company tax
provisions is unclear. However, the Advisor seeks to manage the Fund's portfolio
in a manner designed to minimize any adverse impact from these investments.

US Government Securities. There are two broad categories of US
Government-related debt instruments: (a) direct obligations of the US Treasury,
and (b) securities issued or guaranteed by US Government agencies.

Examples of direct obligations of the US Treasury are Treasury Bills, Notes,
Bonds and other debt securities issued by the US Treasury. These instruments are
backed by the "full faith and credit" of the United States. They differ
primarily in interest rates, the length of maturities and the dates of issuance.
Treasury bills have original maturities of one year or less. Treasury notes have
original maturities of one to ten years and Treasury bonds generally have
original maturities of greater than ten years.

Some agency securities are backed by the full faith and credit of the United
States (such as Government National Mortgage Association ("GNMA" Bonds),
Maritime Administration Title XI Ship Financing Bonds and Agency for
International Development Housing Guarantee Program Bonds) and others are backed
only by the rights of the issuer to borrow from the US Treasury (such as Federal
Home Loan Bank Bonds and Federal National Mortgage Association Bonds), while
still others, such as the securities of the Federal Farm Credit Bank, are
supported only by the credit of the issuer. With respect to securities supported
only by the credit of the issuing agency or by an additional line of credit with
the US Treasury, there is no guarantee that the US Government will provide
support to such agencies and such securities may involve risk of loss of
principal and interest.

US Government Securities may include "zero coupon" securities that have been
stripped by the US Government of their unmatured interest coupons and
collateralized obligations issued or guaranteed by a US Government agency or
instrumentality.

Interest rates on US Government obligations may be fixed or variable. Interest
rates on variable rate obligations are adjusted at regular intervals, at least
annually, according to a formula reflecting then current specified standard
rates, such as 91-day US Treasury bill rates. These adjustments generally tend
to reduce fluctuations in the market value of the securities.

The government guarantee of the US Government Securities in the Fund's portfolio
does not guarantee the net asset value of the shares of the Fund. There are
market risks inherent in all investments in securities and the value of an
investment in the Fund will fluctuate over time. Normally, the value of
investments in US Government Securities varies inversely with changes in
interest rates. For example, as interest rates rise the value of investments in
US Government Securities will tend to decline, and as interest rates fall the
value of the Fund's investments will tend to increase. In addition, the
potential for appreciation in the event of a decline in interest rates may be
limited or negated by increased principal prepayments with respect to certain
mortgage-backed securities, such as GNMA Certificates. Prepayments of high
interest rate mortgage-backed securities during times of declining interest
rates will tend to lower the return of the Fund and may even result in losses to
the Fund if some securities were acquired at a premium. Moreover, during periods
of rising interest rates, prepayments of mortgage-backed securities may decline,
resulting in the extension of the Fund's average portfolio maturity. As a
result, the Fund's return may experience greater volatility during periods of
rising interest rates than under normal market conditions.

Mortgage-backed securities may be issued or guaranteed by GNMA, Federal National
Mortgage Association ("FNMA") (also known as Fannie Mae) and Federal Home Loan
Mortgage Corporation ("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.

Variable Rate Securities. The Fund may invest in Variable Rate Securities,
instruments having rates of interest that are adjusted periodically or that
"float" continuously according to formulae intended to minimize fluctuation in
values of the instruments. The interest rate of Variable Rate Securities
ordinarily is determined by reference to or is a percentage of an objective
standard such as a bank's prime rate, the 90-day US Treasury Bill rate, or the
rate of return on commercial paper or bank certificates of deposit. Generally,
the changes in the interest rate on Variable Rate Securities reduce the
fluctuation in the market value of such securities. Accordingly, as interest
rates decrease or increase, the potential for capital appreciation or
depreciation is less than for fixed-rate obligations. Some Variable Rate Demand
Securities ("Variable Rate Demand Securities") have a demand feature entitling
the purchaser to resell the securities at an amount approximately equal to
amortized cost or the principal amount thereof plus accrued interest. As is the
case for other Variable Rate Securities, the interest rate on Variable Rate
Demand Securities varies according to some objective standard intended to
minimize fluctuation in the values of the instruments. The Fund determines the
maturity of Variable Rate Securities in accordance with Rule 2a-7, which allows
the Fund to consider certain of such instruments as having maturities shorter
than the maturity date on the face of the instrument.

When-Issued Securities. The Fund may purchase and sell securities on a
when-issued or delayed delivery basis. A when-issued or delayed delivery
transaction arises when securities are bought or sold for future payment and
delivery to secure what is considered to be an advantageous price and yield to
the Fund at the time it enters into the transaction. In determining the maturity
of portfolio securities purchased on a when-issued or delayed delivery basis,
the Fund will consider them to have been purchased on the date when it committed
itself to the purchase.

A security purchased on a when-issued basis, like all securities held by the
Fund, is subject to changes in market value based upon changes in the level of
interest rates and investors' perceptions of the creditworthiness of the issuer.
Generally such securities will appreciate in value when interest rates decline
and decrease in value when interest rates rise. Therefore if, in order to
achieve higher interest income, the Fund remains substantially fully invested at
the same time that it has purchased securities on a when-issued basis, there
will be a greater possibility that the market value of the Fund's assets will
vary from $1.00 per share because the value of a when-issued security is subject
to market fluctuation and no interest accrues to the purchaser prior to
settlement of the transaction.

The Fund will only make commitments to purchase Municipal Securities on a
when-issued or delayed delivery basis with the intention of actually acquiring
the securities, but the Fund reserves the right to sell these securities before
the settlement date if deemed advisable. The sale of these securities may result
in the realization of gains that are not exempt from federal income tax.

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

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

Portfolio Holdings

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

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

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

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


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

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

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

                             MANAGEMENT OF THE FUND

Investment Advisor

Deutsche Investment Management Americas Inc. ("DIMA" or the "Advisor"), 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 Trust, DIMA, with
headquarters at 345 Park Avenue, New York, New York 10154, makes the Fund's
investment decisions, buys and sells securities for the Fund and conducts
research that leads to these purchase and sale decisions. The Advisor manages
the Fund's daily investment and business affairs subject to the policies
established by the Trust's Board of Trustees. DIMA and its predecessors have
more than 80 years of experience managing mutual funds. 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, DIMA 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.


In reviewing the terms of the investment management agreement (the "Investment
Management Agreement") and in discussions with the Advisor concerning the
Agreement, the Trustees of the Trust who are not "interested persons" of the
Advisor are represented by independent counsel at the Fund's expense.

The Advisor manages the Fund's daily investment and business affairs subject to
the policies established by the Trust's Board of Trustees. The Trustees have
overall responsibility for the management of the Fund under Massachusetts law.

Pursuant to the Investment Management Agreement, the Advisor provides continuing
investment management of the Fund's assets. In addition to the investment
management of the Fund's assets, 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 Investment Management 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 Investment Management 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 Investment Management 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
Investment Management 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.

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


Effective May 1, 2008, for all services provided under its Investment Management
Agreement, the Fund pays the Advisor a fee, computed daily and paid monthly, at
the annual rate as a percentage of net assets shown below:

Fund                                                    Management Fee Rate
----                                                    -------------------

DWS Money Market Prime Series                          0.400% to $215 billion
                                                      0.275% next $335 million
                                                      0.200% next $250 million
                                                      0.150% next $800 million
                                                      0.140% next $800 million
                                                      0.130% next $800 million
                                                         0.120% thereafter

The fee is payable monthly, provided that the Fund will make such interim
payments as may be requested by the Advisor not to exceed 75% of the amount of
the fee then accrued on the books of the Fund and unpaid.

Prior to May 1, 2008, the Trust on behalf of the Fund, paid the Advisor an
advisory fee at the annual rate of 0.50% of the first $215 million of the
combined average daily net assets of the Fund, 0.375% of the next $335 million
of combined net assets, 0.30% of the next $250 million of combined net assets,
0.25% of the next $800 million of combined net assets, 0.24% of the next $800
million of combined net assets, 0.23% of the next $800 million of combined net
assets, and 0.22% of combined average daily net assets of the Fund over $3.2
billion. The fee was payable monthly, provided that the Fund made such interim
payments as was requested by the Advisor not to exceed 75% of the amount of the
fee then accrued on the books of the Fund and unpaid.

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

 Fund                                 2008*          2007*          2006*
 ----                                 -----          -----          -----

DWS Money Market Prime Series      $10,257,413     $9,862,649     $8,739,742

*        Prior to May 1, 2008, these fees included an administrative services
         fee.

Effective October 1, 2009 through March 9, 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 0.72% for Class S shares, excluding certain
expenses such as extraordinary expenses, taxes, brokerage and interest. Through
September 30, 2009, 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 0.67% for Class S shares, excluding certain expenses such as
extraordinary expenses, taxes, brokerage and interest. Through September 30,
2008, the Advisor had 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 0.67% for
Class S shares, excluding certain expenses such as extraordinary expenses,
taxes, brokerage and interest.


The Board and the Fund's shareholders recently approved a new subadvisor policy
for the Fund (the "Subadvisor Approval Policy"). The Subadvisor Approval Policy
permits the Advisor, subject to the approval of the Board, including a majority
of 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 Securities and Exchange Commission (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 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
Fund's exemptive application will be granted by the SEC or that it will be
sufficiently broad to allow the Fund to implement the Subadvisor Approval Policy
as described above. The SEC also has proposed Rule 15a-5 under the Investment
Company Act of 1940, as amended (the "1940 Act") in October 2003 to permit the
appointment and termination of subadvisors and amendment to subadvisory
agreements without shareholder approval. No action has been taken on proposed
Rule 15a-5 under the 1940 Act since it proposal and there is no assurances that
the rule will be adopted as proposed. The Fund 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 Fund, the Advisor and the Fund's principal underwriter have each adopted
codes of ethics under rule 17j-1 of the 1940 Act. Board members, officers of the
Trust and employees of the Advisor and principal underwriter are permitted to
make personal securities transactions, including transactions in securities that
may be purchased or held by the Fund, subject to requirements and restrictions
set forth in the applicable Code of Ethics. The Advisor's Code of Ethics
contains provisions and requirements designed to identify and address certain
conflicts of interest between personal investment activities and the interests
of the Fund. Among other things, the Advisor's Code of Ethics prohibits certain
types of transactions absent prior approval, imposes time periods during which
personal transactions may not be made in certain securities, and requires the
submission of duplicate broker confirmations and quarterly reporting of
securities transactions. Additional restrictions apply to portfolio managers,
traders, research analysts and others involved in the investment advisory
process. Exceptions to these and other provisions of the Advisor's Code of
Ethics may be granted in particular circumstances after review by appropriate
personnel.

Regulatory Matters and Legal Proceedings

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

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

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

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

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

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

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

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

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

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

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


                             FUND SERVICE PROVIDERS

Administrator

The Fund recently entered into a new administrative services agreement with DIMA
(the "Administrative Services Agreement"), pursuant to which DIMA 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 DIMA a fee, computed daily and paid monthly, of 0.100%
of the Fund's net assets. For the period from May 1, 2008 through July 31, 2008,
DIMA received an administrative services fee of $1,072,566, of which $359,367 is
unpaid as of July 31, 2008.

Under the Administrative Services Agreement, DIMA 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. DIMA
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 Fund's 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. DIMA also performs certain fund
accounting services under the Administrative Services Agreement. The
Administrative Services Agreement provides that DIMA 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 DIMA and State Street Bank and Trust Company,
the Administrator has delegated certain administrative functions to SSB. The
costs and expenses of such delegation are borne by the Administrator, not by the
Fund.

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 ("Distribution
Agreement"), DWS Investments Distributors, Inc. ("DIDI" or the "Distributor"),
222 South Riverside Plaza, Chicago, Illinois 60606, an affiliate of the Advisor,
is the principal underwriter, distributor and administrator for Class S shares
of the Fund and acts as agent of the Fund in the continuous offering of its
shares. The Distribution Agreement continues in effect from year to year so long
as its continuance is approved at least annually by a vote of the Board of
Trustees of the Trust, including the Independent Trustees. The Distribution
Agreement automatically terminates in the event of its assignment and may be
terminated for a class at any time without penalty by the Fund or by DIDI upon
60 days' notice. Termination by the Fund with respect to a class may be by vote
of (i) a majority of the Board members who are not interested persons of the
Fund and who have no direct or indirect financial interest in the Distribution
Agreement, or (ii) a "majority of the outstanding voting securities" of the
class of the Fund, as defined under the 1940 Act. All material amendments must
be approved by the Board of Trustees in the manner described above with respect
to the continuation of the Agreement. The provisions concerning continuation,
amendment and termination of a Distribution Agreement are on a series by series
and class by class basis.

The Fund pays the cost for the prospectus and shareholder reports to be typeset
and printed for existing shareholders, and DIDI, as principal underwriter, pays
for the printing and distribution of copies thereof used in connection with the
offering of shares to prospective investors. DIDI also pays for supplementary
sales literature and advertising costs. DIDI receives no compensation from the
Fund as principal underwriter for Class S shares.


The Distributor will pay all fees and expenses in connection with its
qualification and registration as a broker or dealer under federal and state
laws, a portion of the cost of toll-free telephone service and expenses of
shareholder service representatives, a portion of the cost of computer
terminals, and expenses of any activity which is primarily intended to result in
the sale of shares issued by the Fund, unless a Rule 12b-1 Plan is in effect
which provides that the Fund shall bear some or all of such expenses.

The Distributor currently offers shares of the Fund on a continuous basis to
investors in all states in which shares of the Fund may from time to time be
registered or where permitted by applicable law. The underwriting agreement
provides that the Distributor accepts orders for shares at net asset value as no
sales commission or load is charged to the investor. The Distributor has made no
firm commitment to acquire shares of the Fund.

Although the Class S shares of the Fund do not currently have a 12b-1 Plan, and
the Trustees have no current intention of adopting one, the Fund will also pay
those fees and expenses permitted to be paid or assumed by the Trust pursuant to
a 12b-1 Plan, if any, adopted by the Trust, notwithstanding any other provision
to the contrary in the underwriting agreement.

Custodian

State Street Bank and Trust Company ("SSB"), 225 Franklin Street, Boston,
Massachusetts 02110, as custodian, has custody of all securities and cash of the
Fund. SSB attends to the collection of principal and income, and payment for and
collection of proceeds bought and sold by the Fund.

SSB's fee may be reduced by certain earnings credits in favor of the Fund.

Transfer Agent and Shareholder Service Agent

DWS Investments Service Company ("DISC"), 210 West 10th Street, Kansas City,
Missouri 64105-1614, an affiliate of the Advisor, serves as "Shareholder Service
Agent" and "Transfer Agent" for the Fund.

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


The Transfer Agent receives an annual service fee for each account of the Fund,
based on the type of account. For open retail accounts, the fee is a flat fee
ranging from $20.00 to $27.50 per account, for open wholesale money funds the
fee is $32.50 per account, while for certain retirement accounts serviced on the
recordkeeping system of ADP, Inc., the fee is a flat fee up to $3.60 per account
(as of 2007, indexed to inflation) plus an asset based fee of up to 0.25% of
average net assets. 1/12th of the annual service charge for each account is
charged and payable to the Transfer Agent each month. A fee is charged for any
account which at any time during the month had a share balance in the Fund.
Smaller fees are also charged for closed accounts for which information must be
retained on the Transfer Agent's system for up to 18 months after closing for
tax reporting purposes.

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

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

For the period from March 12, 2007 (commencement of operations for DWS Cash
Investment Trust Class S shares) to fiscal period ended July 31, 2007, the
amounts charged to the Fund by DISC were as follows:

                       Class                  Total                Amount Waived
                       -----                  -----                -------------

DWS Cash Investment Trust Class S             $575,629                    --

For the fiscal year ended July 31, 2008, the amounts charged to the Fund by DISC
were as follows:

                                                          Amount Unpaid at July
                       Class              Total                  31, 2008
                       -----              -----                  --------

DWS Cash Investment Trust Class S       $1,154,519                 $340,931


Fund Accounting Agent

Prior to May 1, 2008, DWS Investments Fund Accounting Corporation ("DIFA"), One
Beacon Street, Boston, Massachusetts, 02108, a subsidiary of the Advisor, was
responsible for determining the daily net asset value per share of the Fund and
maintaining portfolio and general accounting records. Currently, DIFA received
no fee for its services to the Fund.

Pursuant to an agreement among the Advisor, DIFA and SSB(the "Sub-Accounting and
Sub-Administrator Agreement"), DIFA and the Advisor had delegated certain fund
accounting functions to SSB under the Sub-Accounting and Sub-Administrator
Agreement. The costs and expenses of such delegation were borne by the Advisor
and DIFA, not by the Fund.

Legal Counsel

Vedder Price P.C., 222 North LaSalle Street, Chicago, Illinois 60601, serves as
legal counsel to the Trust and as co-counsel for the Independent Trustees.

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

Independent Registered Public Accounting Firm

The financial highlights of the Fund included in the Fund's prospectus and the
financial statements incorporated by reference in this SAI have been so included
or incorporated by reference in reliance on the report of Ernst & Young LLP, 200
Clarendon Street, Boston, MA 02116, Independent Registered Public Accounting
Firm, given on the authority of said firm as experts in auditing and accounting.
Ernst & Young LLP audits the financial statements of the Fund and provides other
audit, tax and related services. Shareholders will receive annual audited
financial statements and semi-annual unaudited financial statements.


                             PORTFOLIO TRANSACTIONS

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

The policy of the Advisor in placing orders for the purchase and sale of
securities for the Funds is to seek best execution, taking into account such
factors, among others, as price; commission (where applicable); the
broker-dealer's ability to ensure that securities will be delivered on
settlement date; the willingness of the broker-dealer to commit its capital and
purchase a thinly traded security for its own inventory; whether the
broker-dealer specializes in block orders or large program trades; the
broker-dealer's knowledge of the market and the security; the broker-dealer's
ability to maintain confidentiality; the broker-dealer's ability to provide
access to new issues; the broker-dealer's ability to provide support when
placing a difficult trade; the financial condition of the broker-dealer; and
whether the broker-dealer has the infrastructure and operational capabilities to
execute and settle the trade. The Advisor seeks to evaluate the overall
reasonableness of brokerage commissions with commissions charged on comparable
transactions and compares the brokerage commissions (if any) paid by the 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 portfolio
transactions for the Fund and, accordingly, has implemented policies and
procedures reasonably designed to prevent its traders from considering sales of
shares of the 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 a
Portfolio will not necessarily be used by the Advisor specifically to service
such Fund.

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

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

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

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

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

Investment decisions for 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.


Money market instruments are normally purchased in principal transactions
directly from the issuer or from an underwriter or market maker. There usually
are no brokerage commissions paid by the Fund for such purchases. During the
last three fiscal years the Fund paid no portfolio brokerage commissions.
Purchases from underwriters will include a commission or concession paid by the
issuer to the underwriter, and purchases from dealers serving as market makers
will include the spread between the bid and asked prices.

The Fund is required to identify any securities of its "regular brokers or
dealers" (as such term is defined in Rule 10b-1 of the 1940 Act) that the Fund
has acquired during the most recent fiscal year. As of July 31, 2008, the Fund
did not hold any securities of its regular brokers or dealers.


                        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 genuine.

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

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

Additional Minimum Balance Policies. For fiduciary accounts such as IRAs, and
custodial accounts such as Uniform Gifts to Minor Act and Uniform Transfers to
Minor Act accounts, the minimum balance is $1,000 for Class S. A shareholder may
open an account with at least $1,000 ($500 for fiduciary/custodial accounts), if
an automatic investment plan (AIP) of $50/month is established. DWS Investments
group retirement plans and certain other accounts have similar or lower minimum
share balance requirements.

Shareholders with a combined household account balance in any of the DWS Funds
of $100,000 or more, as well as group retirement and certain other accounts,
will not be subject to an automatic redemption.

Fiduciary (e.g., IRA or Roth IRA) and custodial accounts (e.g., UGMA or UTMA)
with balances below $1,000 are subject to automatic redemption following 60
days' written notice to applicable shareholders.


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

Use of Financial Services Firms. Investment dealers and other firms ("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 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, up to 0.25 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. These Firms also coordinate with the Transfer Agent in
connection with the Fund's check writing program. 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 ("FINRA")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 -- "Strategic," "Tactical" or "all other 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 in the
Strategic and Tactical categories represents management's judgment based on the
above criteria. In addition, management may consider a fund's profile over the
course of several review periods before making a change to its category
assignment. These category assignments will be posted quarterly to the DWS
funds' Web site at www.dws-investments.com, approximately one month after the
end of each quarter. DWS Investments Wholesalers receive the highest
compensation for Strategic funds, less for Tactical funds and the lowest for all
other funds. The level of compensation among these categories may differ
significantly.

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 Strategic or Tactical funds over all other funds. The Plan,
however, will not change the price that investors pay for shares of a fund. The
DWS Investments Compliance Department monitors DWS Investments Wholesaler sales
and other activity in an effort to detect unusual activity in the context of the
compensation structure under the Plan. However, investors may wish to take the
Plan and the product category of the fund into account when considering
purchasing a fund or evaluating any recommendations relating to fund shares.


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


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

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

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

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

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

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

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

Purchases

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

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

The Fund may waive the minimum for purchases by trustees, directors, officers or
employees of the Fund or the Advisor and its affiliates.

Only certain investors are eligible to buy Class S shares, as described in
greater detail below.

Eligible Class S Investors

A.        The following investors may purchase Class S shares of DWS Funds
          either (i) directly from DWS Investments Distributors, Inc. ("DIDI"),
          the Fund's principal underwriter; or (ii) through an intermediary
          relationship with a financial services firm established with respect
          to the DWS Funds as of December 31, 2004.

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

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

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

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

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

          6.      Officers, Fund Trustees and Directors, and full-time employees
                  and their family members, of the Advisor and its affiliates.

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

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

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

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

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

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

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

          3.      Persons who purchase shares as part of an investment only
                  placement in a 529 College Savings Plan.

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

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


Revenue Sharing

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

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

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

The Advisor, the Distributor and/or their affiliates may also make such revenue
sharing payments to financial advisors under the terms discussed above in
connection with the distribution of both DWS funds and non-DWS funds by
financial advisors to retirement plans that obtain record keeping services from
ADP, Inc. on the DWS Scudder 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 Clearing/Wachovia Securities
Fiserv Trust Company
HD Vest Investment Securities, Inc.
ING Group
John Hancock Distributors LLC
LPL Financial
M.L. Stern & Co.
Meridien Financial Group
Merrill Lynch, Pierce, Fenner & Smith Inc.
Morgan Stanley
Oppenheimer & Co., Inc.
Raymond James & Associates
Raymond James Financial Services
RBC Dain Rauscher, Inc
Securities America, Inc.
UBS Financial Services
Wachovia Securities
Wells Fargo Investments, LLC

Channel: Cash Product Platform
------------------------------
Allegheny Investments LTD
Bank of New York (Hare & Co.)
Bear, Stearns Securities Corp.
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
Huntleigh Securities
Lincoln Investment Planning
LPL Financial
Mellon Financial Markets LLC
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.
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
Farmers New World Life Insurance Company
Fidelity Security Life Insurance Company
First Allmerica Financial Life Insurance Company
First Great West Life and Annuity Company
Genworth Life Insurance Company of New York
Genworth Life and Annuity Insurance Company
Great West Life and Annuity Insurance Company
Hartford Life Insurance Company
Integrity Life Insurance Company
John Hancock Life Insurance companies
Kemper Investors Life Insurance Company
Lincoln Benefit Life Insurance Company
Lincoln Life & Annuity Company of New York
Lincoln National Life Insurance Company
Massachusetts Mutual Life Insurance Group
MetLife Group
Minnesota Life Insurance Company
National Life Insurance Company
National Integrity Life Insurance Company
Nationwide Group
New York Life Insurance and Annuity Corporation
Phoenix Life Insurance Company
Protective Life Insurance
Provident Mutual Life Insurance
Prudential Insurance Company of America
Sun Life Group
Symetra Life Insurance Company
Transamerica Life Insurance Company
Union Central Life Insurance Company
United of Omaha Life Insurance Company
United Investors Life Insurance Company
Western Southern Life Assurance Company

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

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

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

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


Automatic Investment Plan. A shareholder may purchase shares of the Fund through
an automatic investment program. With the Direct Deposit Purchase Plan ("Direct
Deposit"), investments are made automatically (minimum $1,000 and maximum
$250,000 for initial investments and a minimum of $50 and maximum $250,000 for
subsequent investments) from the shareholder's account at a bank, savings and
loan or credit union into the shareholder's Fund account. Termination by a
shareholder will become effective within thirty days after the Shareholder
Service Agent has received the request. The Fund may immediately terminate a
shareholder's Plan in the event that any item is unpaid by the shareholder's
financial institution.


Minimum Subsequent Investment Policies. For current shareholders there is a $50
minimum investment requirement for subsequent investments in the Fund. There is
no minimum subsequent investment requirement for investments on behalf of
participants in certain fee-based and wrap programs offered through financial
intermediaries approved by the Advisor.


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

Expedited Purchase Procedures for Existing Shareholders. Shareholders of other
DWS funds who have submitted an account application and have certified a tax
identification number, clients having a regular investment counsel account with
the Advisor or its affiliates and members of their immediate families, officers
and employees of the Advisor or of any affiliated organization and their
immediate families, members of FINRA, and banks may open an account by wire by
calling (800) 728-3337 for instructions. The investor must send a duly completed
and signed application to the Fund promptly. A subsequent purchase order may be
placed by established shareholders (except by DWS Investments Individual
Retirement Account (IRA), DWS Simplified Profit Sharing and Money Purchase
Pension Plans, DWS Investments 401(k) and DWS Investments 403(b) Plan holders),
members of FINRA, and banks.


Wire Transfer of Federal Funds. Orders for purchase of shares of the Fund
received by wire transfer in the form of federal funds will be effected at the
next determined net asset value. Please refer to the Fund's prospectus for more
detail. If an order is accompanied by a check drawn on a foreign bank, funds
must normally be collected on such check before shares will be purchased. If
planning to make a payment in wired federal funds, please call (800) 728-3337
for instructions.


Redemptions

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

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

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

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

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

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

Checkwriting. Checks may be used to pay any person, provided that each check is
for at least $100 and not more than $5 million. By using the checks, the
shareholder will receive daily dividend credit on his or her shares until the
check has cleared the banking system. Investors who purchased shares by check
may write checks against those shares only after they have been on the Fund's
book for seven business days. Shareholders who use this service may also use
other redemption procedures. The Fund pays the bank charges for this service.
However, the Fund will review the cost of operation periodically and reserve the
right to determine if direct charges to the persons who avail themselves of this
service would be appropriate. The Fund, DWS-SSC and SSB reserve the right at any
time to suspend or terminate the checkwriting procedure.

The Fund will accept Automated Clearing House ("ACH") debit entries for accounts
that have elected the checkwriting redemption privilege. An example of an ACH
debit is a transaction in which you have given your insurance company, mortgage
company, credit card company, utility company, health club, etc., the right to
withdraw your monthly payment from your fund account or the right to convert
your mailed check into an ACH debit. Sometimes, you may give a merchant from
whom you wish to purchase goods the right to convert your check to an ACH debit.
You may also authorize a third party to initiate an individual payment in a
specific amount from your account by providing your account information and
authorization to such third party via the Internet or telephone. You authorize
the Fund upon receipt of an ACH debit entry referencing your account number, to
redeem fund shares in your account to pay the entry to the third party
originating the debit. The Fund will make the payment on the basis of the
account number that you provide to your merchant and will not compare this
account number with the name on the account. The Fund, the Fund's transfer
agent, the Shareholder Service Agent or any other person or system handling the
transaction is not required to determine if there is a discrepancy between the
name and the account number shown on the transfer instructions.

The payment of any ACH debit entry will be subject to sufficient funds being
available in the designated account; the Fund will not be able to honor an ACH
debit entry if sufficient funds are not available. ACH debit entry transactions
to your fund account should not be initiated or authorized by you in amounts
exceeding the value of the shares of the Fund then in the account and available
for redemption. The Fund may refuse to honor ACH debit entry transactions
whenever the right of redemption has been suspended or postponed, or whenever
the account is otherwise impaired. Your fund account statement will show any ACH
debit entries in your account; you will not receive any other separate notice.
(Merchants are permitted to convert your checks into ACH debits only with your
prior consent.)

You may authorize payment of a specific amount to be made from your account
directly by the Fund to third parties on a continuing periodic basis. To arrange
for this service, you should contact the person or company you will be paying.
Any preauthorized transfers will be subject to sufficient funds being available
in the designated account. A preauthorized transfer will continue to be made
from the account in the same amount and frequency as initially established until
you terminate the preauthorized transfer instructions with the person or company
whom you have been paying. If regular preauthorized payments may vary in amount,
the person or company you are going to pay should tell you ten (10) days before
each payment will be made and how much the payment will be. If you have told the
Fund in advance to make regular payments out of your account, you may stop any
of these payments by writing or calling the Shareholder Service Agent at the
address and telephone number listed in the next paragraph in time for the
Shareholder Service Agent to receive your request three (3) business days or
more before the payment is scheduled to be made. If you call, the Fund may also
require that you put your request in writing so that the Fund will receive it
within 14 days after you call. If you order the Fund to stop one of these
payments three (3) business days or more before the transfer is scheduled and
the Fund does not do so, the Fund will be liable for your loss or damages but
not in an amount exceeding the amount of the payment. A stop payment order will
stop only the designated periodic payment. If you wish to terminate the periodic
preauthorized transfers, you should do so with the person or company to whom you
have been making payments.

In case of errors or questions about your ACH debit entry transactions please
telephone ((800) 728-3337) or write (DWS Investments Service Company, P.O. Box
219669, Kansas City, MO 64121-9669) the Shareholder Service Agent as soon as
possible if you think your statement is wrong or shows an improper transfer or
if you need more information about a transfer listed on the statement. Our
business days are Monday through Friday except holidays. The Shareholder Service
Agent must hear from you no later than 60 days after the Fund sent you the first
Fund account statement on which the problem or error appeared. If you do not
notify the Shareholder Service Agent within sixty (60) days after the Fund sends
you the account statement, you may not get back any money you have lost, and you
may not get back any additional money you lose after the sixty (60) days if the
Fund or Shareholder Service Agent could have stopped someone from taking that
money if you had notified the Shareholder Service Agent in time.

Tell us your name and account number. Describe the error or the transfer you are
unsure about, and explain why you believe it is an error or why you need more
information. Tell us the dollar amount of the suspected error. If you tell the
Shareholder Service Agent orally, the Shareholder Service Agent may require that
you send your complaint or questions in writing within ten (10) business days.
The Shareholder Service Agent will determine whether an error occurred within
ten (10) business days after it hears from you and will correct any error
promptly.

If the Shareholder Service Agent needs more time, however, it may take up to 45
days (90 days for certain types of transactions) to investigate your complaint
or question. If the Shareholder Service Agent decides to do this, your account
will be credited with escrowed Fund shares within ten (10) business days for the
amount you think is in error so that you will have the use of the money during
the time it takes the Shareholder Service Agent to complete its investigation.
If the Shareholder Service Agent asks you to put your complaint or questions in
writing and the Shareholder Service Agent does not receive it within ten (10)
business days, your account may not be credited. The Shareholder Service Agent
will tell you the results within three (3) business days after completing its
investigation.

If the Shareholder Service Agent determines that there was no error, the
Shareholder Service Agent will send you a written explanation. You may ask for
copies of documents that were used by the Shareholder Service Agent in the
investigation.

In the event the Fund, the Fund's named transfer agent or the Shareholder
Service Agent does not complete a transfer from your account on time or in the
correct amount according to the Fund's agreement with you, the Fund may be
liable for your losses or damages. The Fund will not be liable to you if (i)
there are not sufficient funds available in your account, (ii) circumstances
beyond our control (such as fire or flood or malfunction of equipment) prevent
the transfer, (iii) you or another shareholder have supplied a merchant with
incorrect account information, or (iv) a merchant has incorrectly formulated an
ACH debit entry. In any case, the Fund's liability shall not exceed the amount
of the transfer in question.

The Fund, the Fund's named transfer agent or the Shareholder Service Agent will
disclose information to third parties about your account or the transfers you
make: (1) where it is necessary for completing the transfers, (2) in order to
verify the existence or condition of your account for a third party such as a
credit bureau or a merchant, (3) in order to comply with government agencies or
court orders or (4) if you have given the Fund written permission.

The acceptance and processing of ACH debit entry transactions is established
solely for your convenience and the Fund reserves the right to suspend,
terminate or modify your ability to redeem fund shares by ACH debit entry
transactions at any time. ACH debit entry transactions are governed by the rules
of the National Automated Clearing House Association ("NACHA") Operating Rules
and any local ACH operating rules then in effect, as well as Regulation E of the
Federal Reserve Board.

Exchanges

Shareholders may request a taxable exchange of their shares for shares of the
corresponding class of other DWS Funds without imposition of a sales charge,
subject to the provisions below.

Shares of money market funds that were acquired by purchase (not including
shares acquired by dividend reinvestment) are subject to the applicable sales
charge on exchange. Certain series of DWS Target Fund are available on exchange
only during the offering period for such series as described in the applicable
prospectus. Tax Free Money Fund -- Investment Class, NY Tax-Free Money Fund --
Investment Class, Money Market Fund -- Investment Class, Cash Management Fund
Institutional, Cash Reserves Fund Institutional, Cash Reserve Fund, Inc. Prime
Series, Tax-Exempt California Money Market Fund, Cash Account Trust and
Investors Cash Trust are available on exchange but only through a financial
services firm having a services agreement with DIDI. All exchanges among money
funds must meet applicable investor eligibility and investment requirements.
Exchanges may only be made for funds that are available for sale in the
shareholder's state of residence. Currently, Tax-Exempt California Money Market
Fund is available for sale only in California.


Shareholders must obtain prospectuses of the funds they are exchanging into from
dealers, other firms or DIDI.

Automatic Exchange Plan. The owner of $1,000 or more of any class of shares of a
DWS Fund may authorize the automatic exchange of a specified amount ($50
minimum) of such shares for shares of the same class of another such DWS Fund.
Exchanges will be made automatically until the shareholder or the Fund
terminates the privilege. Exchanges are subject to the terms and conditions
described above.

                                    DIVIDENDS

Dividends paid by the Fund with respect to each class of its shares will be
calculated in the same manner, at the same time and on the same day.

Dividends are declared daily and paid monthly. Shareholders will receive
dividends in additional shares unless they elect to receive cash. Dividends will
be reinvested monthly in shares of the Fund at the net asset value. The Fund
will pay shareholders who redeem their entire accounts all unpaid dividends at
the time of the redemption not later than the next dividend payment date. Upon
written request to the Shareholder Service Agent, a shareholder may elect to
have dividends invested in shares of another DWS Mutual Fund offering this
privilege at the net asset value of such other fund. To use this privilege of
investing dividends of the Fund in shares of another DWS Mutual Fund,
shareholders must maintain a minimum account value of $1,000 in the Fund.

If a shareholder has elected to reinvest any dividends and/or other
distributions in the Fund, such distributions will be made in shares of the Fund
and confirmations will be mailed to each shareholder. If a shareholder has
chosen to receive cash, a check will be sent. Distributions of net investment
income and net realized capital gains are taxable for federal income tax
purposes, whether made in shares or cash.

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

The Fund may at any time vary its foregoing dividend practices and, therefore,
reserves the right from time to time to either distribute or retain for
reinvestment such of its net investment income (which includes its net
short-term capital gains) and net long-term capital gains, if any, as the Board
of Trustees determines appropriate under the then current circumstances. In
particular, and without limiting the foregoing, the Fund may make additional
distributions of net investment income or net capital gain in order to satisfy
the minimum distribution requirements contained in the Internal Revenue Code of
1986, as amended (the "Code").

                                      TAXES

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

The Fund has elected to be treated as a regulated investment company under
Subchapter M of the Code and has qualified as such since its inception. The Fund
intends to continue to so qualify in each taxable year as required under the
Code in order to avoid payment of federal income tax at the Fund level on the
income and gains it distributes to its shareholders. In order to qualify as a
regulated investment company, the Fund must meet certain requirements regarding
the source of its income, the diversification of its assets and the distribution
of its net investment income. The Fund is required to distribute to its
shareholders at least 90 percent 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 net short-term capital gain) and
net tax-exempt interest income and generally is not subject to federal income
tax to the extent that it distributes annually such net investment income and
net realized capital gains in the manner required under the Code. Distributions
of investment income of a Fund are generally taxable to shareholders as ordinary
income.

If for any taxable year the Fund does not qualify for the special federal income
tax treatment afforded regulated investment companies, all of its taxable income
will be subject to federal income tax at regular corporate rates (without any
deduction for distributions to its shareholders).

The Fund is subject to a 4% nondeductible federal excise tax on amounts required
to be, but not, distributed under a prescribed formula. The formula requires
payment to shareholders during a calendar year of distributions representing at
least 98% of the Fund's taxable ordinary income for the calendar year and at
least 98% of the excess of its capital gains over capital losses realized during
the one-year period ending October 31 (in most cases) of such year as well as
amounts that were neither distributed nor taxed to the Fund during the prior
calendar year. Although the Fund's distribution policies should enable it to
avoid 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.

Subchapter M of the Code permits the character of tax-exempt interest
distributed by a regulated investment company to flow-through as tax-exempt
interest to its shareholders, provided that at least 50% of the value of the
Fund's assets at the end of each quarter of the taxable year is invested in
state, municipal and other obligations the interest on which is excluded from
gross income under Section 103(a) of the Code. The Fund intends to satisfy this
50% requirement in order to permit distributions of tax-exempt interest to be
treated as such for federal income tax purposes in the hands of its
shareholders. These distributions may be subject to the individual or corporate
alternative minimum tax. Discount from certain stripped tax-exempt obligations
or their coupons may be taxable.

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, including those who fail to furnish the Fund with their taxpayer
identification number and certifications as to their federal income tax status.

Shareholders of the Fund may be subject to state and local taxes on
distributions received from the Fund and on redemptions of the Fund's shares,
although it is unlikely that shareholders will recognize gain or loss or
redemptions since the Fund seeks to maintain a stable share price. Any
shareholder who is not a US person (as such term is defined in the Code) should
consider the US and foreign tax consequences of ownership of shares of the Fund,
including the possibility that such a shareholder may be subject to current US
withholding tax on amounts paid to him or her.

Interest on indebtedness incurred by shareholders to purchase or carry shares of
the Fund will not be deductible for federal income tax purposes. Under rules
used by the IRS to determine when borrowed funds are used for the purpose of
purchasing or carrying particular assets, the purchase of shares may be
considered to have been made with borrowed funds even though the borrowed funds
are not directly traceable to the purchase of shares.

Section 147(a) of the Code prohibits exemption from federal income taxation of
interest on certain governmental obligations to persons who are "substantial
users" (or persons related thereto) of facilities financed by such obligations.
The Fund has not undertaken any investigation as to the users of the facilities
financed by bonds in its portfolio.

Tax legislation in recent years has included several provisions that may affect
the supply of, and the demand for, tax-exempt bonds, as well as the tax-exempt
nature of interest paid thereon. It is not possible to predict with certainty
the effect of these tax law changes upon the tax-exempt bond market, including
the availability of obligations appropriate for investment, nor is it possible
to predict any additional restrictions that may be enacted in the future.

Exempt-interest dividends are included as income for purposes of determining
whether the amount of a shareholder's total social security benefits and
railroad retirement benefits are subject to tax.


                                 NET ASSET VALUE


The net asset value ("NAV") per share of the Fund is calculated on each day on
which the Fund is open for business. The Fund is open for business each day the
New York Stock Exchange is open, as described in the Fund's current prospectus.
The NAV per share of the Fund is computed by dividing the value of the Fund's
assets less all liabilities, by the total number of shares of the Fund
outstanding. Although there is no guarantee, the Fund's NAV per share will
normally be $1.00.

The Fund values its portfolio instruments at amortized cost, which does not take
into account unrealized capital gains or losses. This involves initially valuing
an instrument at its cost and thereafter assuming a constant amortization to
maturity of any discount or premium, regardless of the impact of fluctuating
interest rates on the market value of the instrument. While this method provides
certainty in valuation, it may result in periods during which value, as
determined by amortized cost, is higher or lower than the price the Fund would
receive if it sold the instrument.

The Board has established procedures reasonably designed to stabilize the Fund's
NAV per share at $1.00. Under the procedures, the Advisor will monitor and
notify the Board of circumstances where the Fund's NAV per share calculated by
using market valuations may deviate from the $1.00 per share calculated using
amortized cost. If there were any deviation that the Board believed would result
in a material dilution or unfair result for investors or existing shareholders,
the Board would promptly consider what action, if any, should be initiated. Such
actions could include selling assets prior to maturity to realize capital gains
or losses; shortening average maturity of the portfolio; withholding or reducing
dividends; redeeming shares in kind; or valuing assets based on market
valuations.

Market  valuations  are obtained by using actual  quotations  provided by market
makers,  estimates of market value,  or values obtained from yield data relating
to classes of money market  instruments  published  by reputable  sources at the
mean between the bid and asked prices for the  instruments.  In accordance  with
procedures approved by the Board, in the event market quotations are not readily
available for certain  portfolio  assets the fair value of such portfolio assets
will be determined  in good faith by the  Fund's/Portfolio's  Pricing  Committee
(or, in some cases, the Board's  Valuation  Committee) based upon input from the
Advisor or other third parties. Additionally, for purposes of determining market
valuations, through January 12, 2009, or such later date as extended by the SEC,
certain  portfolio assets may be valued at amortized cost, unless the particular
circumstances  suggest that amortized cost is no longer appropriate (e.g., there
is an impairment of the  creditworthiness  of the issuer).  The use of amortized
cost for  purposes of  determining  market  valuations  is limited to  portfolio
assets that (i) have a remaining maturity of 60 days or less as set forth on the
face of the instrument;  (ii) are considered  First Tier Securities  pursuant to
SEC rules; and (iii) are expected to be held to maturity.


                              TRUSTEES AND OFFICERS


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

Independent Board Members

<TABLE>
<CAPTION>
--------------------------------------------------------------------------------------------------------------------
 Name, Year of Birth, Position                                                                   Number of Funds
 with the Trust and Length of     Business Experience and                                        in DWS Fund
 Time Served(1)                   Directorships During the Past 5 Years                          Complex Overseen
--------------------------------------------------------------------------------------------------------------------
<S>                               <C>                                                                   <C>
Dawn-Marie Driscoll (1946)        President, Driscoll Associates (consulting firm); Executive           133
Chairperson since 2004,(2) and    Fellow, Center for Business Ethics, Bentley College;
Board Member since 1987           formerly: Partner, Palmer & Dodge (1988-1990); Vice President
                                  of Corporate Affairs and General Counsel, Filene's
                                  (1978-1988); Directorships: Trustee of 8 open-end mutual
                                  funds managed by Sun Capital Advisers, Inc. (since 2007);
                                  Director of ICI Mutual Insurance Company (since 2007);
                                  Advisory Board, Center for Business Ethics, Bentley College;
                                  Trustee, Southwest Florida Community Foundation (charitable
                                  organization); former Directorships: Investment Company
                                  Institute (audit, executive, nominating committees) and
                                  Independent Directors Council (governance, executive
                                  committees)
--------------------------------------------------------------------------------------------------------------------
Paul K. Freeman                   Consultant, World Bank/Inter-American Development Bank;               133
(1950)                            formerly: Project Leader, International Institute for Applied
Vice Chairperson since 2008, and  Systems Analysis (1998-2001); Chief Executive Officer, The
Board Member since 1993           Eric Group, Inc. (environmental insurance) (1986-1998)
--------------------------------------------------------------------------------------------------------------------
John W. Ballantine (1946)         Retired; formerly: Executive Vice President and Chief Risk            133
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:               133
 Board Member since               Association of Public Television Stations; Becton Dickinson
 1990                             and Company(3) (medical technology company); Belo
                                  Corporation(3) (media company); Boston Museum of Science;
                                  Public Radio International; former Directorships: American
                                  Public Television; Concord Academy; New England Aquarium;
                                  Mass. Corporation for Educational Telecommunications;
                                  Committee for Economic Development; Public Broadcasting
                                  Service
--------------------------------------------------------------------------------------------------------------------
Keith R. Fox (1954)               Managing General Partner, Exeter Capital Partners (a series           133
Board Member since                of private equity funds); Directorships: Progressive Holding
1996                              Corporation (kitchen goods importer and distributor); Natural
                                  History, Inc. (magazine publisher); Box Top Media Inc.
                                  (advertising); The Kennel Shop (retailer)
--------------------------------------------------------------------------------------------------------------------
Kenneth C. Froewiss               Clinical Professor of Finance, NYU Stern School of Business           133
(1945)                            (1997-present); Member, Finance Committee, Association for
Board Member since                Asian Studies (2002-present); Director, Mitsui Sumitomo
2001                              Insurance Group (US) (2004-present); prior thereto, Managing
                                  Director, J.P. Morgan (investment banking firm) (until 1996)
--------------------------------------------------------------------------------------------------------------------
Richard J. Herring                Jacob Safra Professor of International Banking and Professor,         133
(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                    133
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             133
(1951)                            Trusts (charitable organization) (1994 to present); Trustee,
Board Member since                Thomas Jefferson Foundation (charitable organization) (1994
1995                              to present); Trustee, Executive Committee, Philadelphia
                                  Chamber of Commerce (2001 to 2007); Trustee, Pro Publica
                                  (2007-present) (charitable organization); formerly: Executive
                                  Vice President, The Glenmede Trust Company (investment trust
                                  and wealth management) (1983 to 2004); Board Member, Investor
                                  Education (charitable organization) (2004-2005); Director,
                                  Viasys Health Care(3) (January 2007-June 2007)
--------------------------------------------------------------------------------------------------------------------
William N. Searcy, Jr.            Private investor since October 2003; Trustee of 8 open-end            133
(1946)                            mutual funds managed by Sun Capital Advisers, Inc. (since
Board Member since                October 1998); formerly: Pension & Savings Trust Officer,
1993                              Sprint Corporation(3) (telecommunications) (November
                                  1989-September 2003)
--------------------------------------------------------------------------------------------------------------------
Jean Gleason Stromberg            Retired; formerly: Consultant (1997-2001); Director, US               133
(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;
                                  Service Source, Inc.; former Directorships: Mutual Fund
                                  Directors Forum (2002-2004), American Bar Retirement
                                  Association (funding vehicle for retirement plans) (1987-1990
                                  and 1994-1996)
--------------------------------------------------------------------------------------------------------------------
Robert H. Wadsworth (1940)        President, Robert H. Wadsworth & Associates, Inc. (consulting         136
Board Member since 1999           firm) (1983 to present); Director, The Phoenix Boys Choir
                                  Association
--------------------------------------------------------------------------------------------------------------------

Interested Board Member

--------------------------------------------------------------------------------------------------------------------
 Name, Year of Birth, Position                                                                   Number of Funds
 with the Trust and Length of     Business Experience and                                        in DWS Fund
 Time Served(1)                   Directorships During the Past 5 Years                          Complex Overseen
--------------------------------------------------------------------------------------------------------------------
 Axel Schwarzer(4)                Managing Director(5), Deutsche Asset Management; Head of              133
 (1958)                           Deutsche Asset Management Americas; CEO of DWS Investments;
 Board Member since               formerly: board member of DWS Investments, Germany
 2006                             (1999-2005); Head of Sales and Product Management for the
                                  Retail and Private Banking Division of Deutsche Bank in
                                  Germany (1997-1999); various strategic and operational
                                  positions for Deutsche Bank Germany Retail and Private
                                  Banking Division in the field of investment funds, tax driven
                                  instruments and asset management for corporates (1989-1996)
--------------------------------------------------------------------------------------------------------------------

Officers(6)

--------------------------------------------------------------------------------------------------------------------
 Name, Year of Birth, Position
 with the Trust and Length of     Business Experience and
 Time Served(7)                   Directorships During the Past 5 Years
--------------------------------------------------------------------------------------------------------------------
 Michael G. Clark(8) (1965)       Managing Director(5), 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(9) (1962)          Director(5), Deutsche Asset Management
 Vice President and Secretary,
 1999-present
--------------------------------------------------------------------------------------------------------------------
 Paul H. Schubert(8) (1963)       Managing Director(5), 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)
--------------------------------------------------------------------------------------------------------------------
 Patricia DeFilippis(10) (1963)   Vice President, Deutsche Asset Management (since June 2005); formerly: Counsel,
 Assistant Secretary,             New York Life Investment Management LLC (2003-2005); legal associate, Lord,
 2005-present                     Abbett & Co. LLC (1998-2003)
--------------------------------------------------------------------------------------------------------------------
 Elisa D. Metzger(10)  (1962)     Director(5), Deutsche Asset Management (since September 2005); formerly:
 Assistant Secretary,             Counsel, Morrison and Foerster LLP (1999-2005)
 2005-present
--------------------------------------------------------------------------------------------------------------------
 Caroline Pearson(9) (1962)       Managing Director(5), Deutsche Asset Management
 Assistant Secretary,
 1997-present
--------------------------------------------------------------------------------------------------------------------
 Paul Antosca(9)                  Director(5), 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 (9)                   Director(5), Deutsche Asset Management (since 2007); formerly: Vice President,
 (1967)                           State Street Corporation (2002-2007)
 Assistant Treasurer,
 2007-present
--------------------------------------------------------------------------------------------------------------------
 Kathleen Sullivan D'Eramo(9)     Director(5), Deutsche Asset Management
 (1957)
 Assistant Treasurer,
 2003-present
--------------------------------------------------------------------------------------------------------------------
 Diane Kenneally(9)               Director(5), Deutsche Asset Management
 (1966)
 Assistant Treasurer,
 2007-present
--------------------------------------------------------------------------------------------------------------------
 Jason Vazquez(10) (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(10) (1962)          Managing Director(5), 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(10)       Director(5), 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)      Represents the year in which Ms. Driscoll was first appointed
         Chairperson of certain DWS funds.

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

(4)      The mailing address of Axel Schwarzer is c/o Deutsche Investment
         Management Americas Inc., 345 Park Avenue, New York, New York 10154.
         Mr. Schwarzer is an interested Board Member by virtue of his positions
         with Deutsche Asset Management. As an interested person, Mr. Schwarzer
         receives no compensation from the Fund.

(5)      Executive title, not a board directorship.

(6)      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.

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

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

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

(10)     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
Patricia DeFilippis:              Assistant 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 2007, the Audit Committee of the Fund's Board held eight (8)
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 2007, the Nominating and Governance Committee of the Fund's Board
performed similar functions and held six (6) 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 2007, the Contract Review
Committee of the Fund's Board performed similar functions and held two (2)
meetings.

Equity Oversight Committee: The Equity Oversight Committee reviews the
investment operations of those funds that primarily invest in equity securities
(except for those funds managed by a quantitative investment team). The members
of the Equity Oversight Committee are John W. Ballantine (Chair), William
McClayton (Vice Chair), Henry P. Becton, Jr., Keith R. Fox, Richard J. Herring
and Rebecca W. Rimel. During the calendar year 2007, the Equity Oversight
Committee of the Fund's Board performed similar functions and held five (5)
meetings.

Fixed-Income and Quant Oversight Committee: The Fixed-Income and Quant Oversight
Committee reviews the investment operations of those funds that primarily invest
in fixed-income securities or are managed by a quantitative investment team. The
members of the Fixed-Income and Quant Oversight Committee are William N. Searcy,
Jr. (Chair), Jean Gleason Stromberg (Vice Chair), Dawn-Marie Driscoll, Paul K.
Freeman, Kenneth C. Froewiss and Robert H. Wadsworth. During the calendar year
2007, the Fixed-Income Oversight Committee of the Fund's Board performed similar
functions and 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 members of the Marketing and
Shareholder Services Committee are Richard J. Herring (Chair), Dawn-Marie
Driscoll (Vice Chair), Paul K. Freeman, Rebecca W. Rimel, Jean Gleason Stromberg
and Robert H. Wadsworth.

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 Paul K. Freeman (Chair), Dawn-Marie Driscoll (Vice Chair), John W.
Ballantine, 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), Paul K. Freeman (Alternate),
Rebecca W. Rimel (Alternate) and William N. Searcy, Jr. (Alternate). During the
calendar year 2007, the Operations Committee and Valuation Committee performed
similar functions and each held six (6) meetings and one (1) meeting,
respectively.

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 2007. 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 DWS             from Fund and
  Name of Board Member                   Money Market Prime Series             DWS Fund Complex(1)
  --------------------                   -------------------------             -------------------

<S>                                                  <C>                                <C>
  John W. Ballantine                                 $8,250                             $215,000
  Henry P. Becton, Jr.(2)                                $0                             $200,000
  Dawn-Marie Driscoll(2)(3)                              $0                             $253,000
  Keith R. Fox(2)                                        $0                             $203,000
  Paul K. Freeman(4)                                $10,243                             $265,000
  Kenneth C. Froewiss(2)                                 $0                             $200,000
  Richard J. Herring(2)                                  $0                             $195,000
  William McClayton(5)                               $7,870                             $205,000
  Rebecca W. Rimel(2)                                    $0                             $194,000
  William N. Searcy, Jr.(2)                              $0                             $200,000
  Jean Gleason Stromberg(2)                              $0                             $189,000
  Robert H. Wadsworth                                $7,870                             $245,250
</TABLE>

(1)      The DWS fund complex is composed of 138 funds as of December 31, 2007.

(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 $1,000 for Mr. Becton, $1,000 for
         Ms. Driscoll, $1,000 for Mr. Fox, $1,000 for Mr. Froewiss, $1,000 for
         Dr. Herring, $5,000 for Ms. Rimel, $1,000 for Mr. Searcy and $1,000 for
         Ms. Stromberg. These meeting fees were borne by the Advisor.

(3)      Includes $50,000 in annual retainer fees received by Ms. Driscoll as
         Chairperson of certain DWS funds.

(4)      Includes $25,000 paid to Dr. Freeman for numerous special meetings of
         an ad hoc committee in connection with board consolidation initiatives
         and $50,000 in annual retainer fees received by Dr. Freeman as
         Chairperson of certain DWS funds.

(5)      Does not include $15,000 to be paid to Mr. McClayton in calendar year
         2008 for numerous special meetings of an ad hoc committee of the former
         Chicago Board in connection with board consolidation initiatives.

Dr. Freeman, prior to his service as Independent Board Member, served as a board
member of certain funds in the Deutsche Bank complex ("DB Funds"). In connection
with his resignation and the resignation of certain other board members of the
DB Funds on July 30, 2002 (the "Effective Date"), which was part of a
restructuring of the boards overseeing the DB Funds, Deutsche Asset Management,
Inc. ("DAMI") agreed to recommend, and, if necessary obtain, directors and
officers ("D&O") liability insurance coverage for the prior board members,
including Dr. Freeman, that is at least as equivalent in scope and amount to the
D&O coverage provided to the prior board members for the six-year period
following the Effective Date. In the event that D&O insurance coverage is not
available in the commercial marketplace on commercially reasonable terms from a
conventional third party insurer, DeAM reserved the right to provide
substantially equivalent protection in the form of an indemnity or financial
guarantee from an affiliate of DeAM. The D&O policy in effect prior to the
Effective Date provided aggregate coverage of $25,000,000, subject to a $250,000
per claim deductible.

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 June 30, 2008.

<TABLE>
<CAPTION>
                                            Dollar Range of Beneficial            Aggregate Dollar Range of
                                                     Ownership               Ownership in all Funds Overseen by
                                            in DWS Money Market Prime                   Board Member
Board Member                                          Series                     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                                    $1 - $10,000                            Over $100,000
Kenneth C. Froewiss                                    None                                Over $100,000
Richard J. Herring                                     None                                Over $100,000
William McClayton                                  Over $100,000                           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                                $1 - $10,000                            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, 2007. Immediate family members can be a
spouse, children residing in the same household including step and adoptive
children, and any dependents. The securities represent ownership in the Advisor
or principal underwriter of the Fund and any persons (other than a registered
investment company) directly or indirectly controlling, controlled by, or under
common control with the Advisor or principal underwriter of the Fund (including
Deutsche Bank AG).

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

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

Securities Beneficially Owned

As of November 7, 2008, 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 November 7, 2008, no person owned of
record or beneficially 5% or more of any class of the Fund's outstanding shares,
except as noted below.

DWS Cash Investment Trust

<TABLE>
<CAPTION>
Name and Address of Investor Ownership                          Shares                      % of Total Shares
--------------------------------------                          ------                      -----------------

<S>                                                          <C>                            <C>
CITIGROUP GLOBAL MARKETS INC                                 3,224,282.50                   9.56% of Class B
XXXXXXXXXX
ATTN PETER BOOTH 7TH FL
NEW YORK NY  10001-2402
</TABLE>


Agreement to Indemnify Independent Trustees for Certain Expenses

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


                               TRUST ORGANIZATION

Organizational Description

DWS Money Funds is an open-end, diversified, management investment company,
organized as a business trust under the laws of Massachusetts on August 9, 1985.
Effective April 14, 1997, the name of the Trust was changed from Kemper Money
Funds to Zurich Money Funds. Effective April 8, 2002, the name of the Trust was
changed from Zurich Money Funds to Scudder Money Funds. Also effective April 8,
2002, Zurich Money Market Fund was redesignated Scudder Money Market Fund.
Effective February 6, 2006, the name of the Trust was changed from Scudder Money
Funds to DWS Money Funds. Also effective February 6, 2006, Scudder Money Market
Fund was redesignated DWS Money Market Fund. Effective May 10, 2006, DWS Money
Market Fund was redesignated DWS Money Market Prime Series and its existing
shares were redesignated as a separate class named DWS Money Market Fund. Also
effective May 10, 2006, additional classes of series were established and
designated as follows: DWS Cash Investment Trust Class S, DWS Cash Investment
Trust Class A, DWS Cash Investment Trust Class B and DWS Cash Investment Trust
Class C.


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 shares
issued and outstanding are fully paid and non-assessable, transferable, have no
pre-emptive or conversion rights (except as may be determined by the Board of
Trustees) and are redeemable as described in the SAI and the Fund's prospectus.
Each share has equal rights with each other share of the same class of the Fund
as to voting, dividends, exchanges, conversion features and liquidation.
Shareholders are entitled to one vote for each full share held and fractional
votes for fractional shares held.

The Fund generally is not required to hold meetings of its shareholders. Under
the Declaration of Trust, however, shareholder meetings will be held in
connection with the following matters to the extent and as provided in the
Declaration of Trust and as required by applicable law: (a) the election or
removal of trustees if a meeting is called for such purpose; (b) the termination
of the Trust or the Fund 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 the Fund or
class, for any reason at any time, if there are no shares of such Fund 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 Fund or class thereof to merge,
reorganize or consolidate with any corporation, association, trust or series
thereof (including another Fund 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 Fund 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 Fund's 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 the Fund is requested or compelled to do so by
governmental authority or applicable law and (g) upon a shareholder's failure to
comply with a request for information with respect to the direct or indirect
ownership of shares of the Trust. The Declaration of Trust also authorizes the
Board of Trustees to terminate the Fund or any class without shareholder
approval, and the Trust may suspend the right of shareholders to require the
Trust to redeem shares to the extent permissible under the 1940 Act.

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

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 of the Fund 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

The financial statements, including the investment portfolio of the Fund,
together with the Report of Independent Registered Public Accounting Firm,
Financial Highlights and notes to financial statements in the Annual Report to
the Shareholders of the Fund dated July 31, 2008, are incorporated herein by
reference and are hereby deemed to be a part of this SAI.


                      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. 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 Bank Americas Confidential and Inside
Information Policy, 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

                                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, Duff-1, Duff-2 and F-1, F-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 it
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.

The ratings F-1 and F-2 are the highest commercial paper ratings assigned by
Fitch Investors Services, Inc. Issues assigned a rating of F-1 are regarded as
having the strongest degree of assurance for timely payment. Issues assigned a
rating of F-2 have a satisfactory degree of assurance for timely payment, but
the margin of safety is not as great as for issues assigned an F-1 rating.

MIG-1 and MIG-2 Municipal Notes

Moody'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

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.

A. Bonds rated A have a strong capacity to pay principal and interest, although
they are somewhat more susceptible to the adverse effects of changes in
circumstances and economic conditions.

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.

A. Bonds which are rated A possess many favorable investment attributes and are
to be considered as upper medium grade obligations. Factors giving security to
principal and interest are considered adequate but elements may be present which
suggest a susceptibility to impairment sometime in the future.

FITCH INVESTORS SERVICE, INC. BOND RATINGS

AAA. Highest credit quality. This rating denotes the lowest degree of credit
risk.

AA. Very high credit quality. This rating denotes a very low expectation of
credit risk.

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.