UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D. C. 20549

 

FORM N-CSRS

 

Investment Company Act file number 811-3495

 

DWS Money Market Trust

(Exact Name of Registrant as Specified in Charter)

 

345 Park Avenue

New York, NY 10154-0004

(Address of principal executive offices)             (Zip code)

 

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

 

Paul Schubert

345 Park Avenue

New York, NY 10154-0004

(Name and Address of Agent for Service)

 

Date of fiscal year end:

12/31

 

Date of reporting period:

06/30/08

 

 

ITEM 1.             REPORT TO STOCKHOLDERS

 

 


 

JUNE 30, 2008

Semiannual Report
to Shareholders

 

 

DWS Money Market Series

Prime Reserve Class S
Premium Class S

MMTPPR_COVER1C0

Contents

DWS Money Market Series

click here Information About Your Fund's Expenses

click here Portfolio Summary

click here Financial Statements

click here Financial Highlights

click here Notes to Financial Statements

Cash Management Portfolio

click here Investment Portfolio

click here Financial Statements

click here Financial Highlights

click here Notes to Financial Statements

click here Other Information

click here Summary of Management Fee Evaluation by Independent Fee Consultant

click here Account Management Resources

click here Privacy Statement

This report must be preceded or accompanied by a prospectus. To obtain a prospectus for any of our funds, refer to the Account Management Resources information provided in the back of this booklet. We advise you to consider the fund's objectives, risks, charges and expenses carefully before investing. The prospectus contains this and other important information about the fund. Please read the prospectus carefully before you invest.

An investment in this fund is not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency. Although the fund seeks to preserve the value of your investment at $1.00 per share, it is possible to lose money by investing in the fund. Please read this fund's prospectus for specific details regarding its risk profile.

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

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

Information About Your Fund's Expenses

As an investor of the Fund, you incur two types of costs: ongoing expenses and transaction costs. Ongoing expenses include management fees and other Fund expenses. Examples of transaction costs include sales charges (loads), redemption fees and account maintenance fees, which are not shown in this section. The following tables are intended to help you understand your ongoing expenses (in dollars) of investing in the Fund and to help you compare these expenses with the ongoing expenses of investing in other mutual funds. In the most recent six-month period, Prime Reserve Class S shares and Premium Class S shares of the Fund limited these expenses; had they not done so, expenses would have been higher. The example in the table is based on an investment of $1,000 invested at the beginning of the six-month period and held for the entire period (January 1, 2008 to June 30, 2008) .

The tables illustrate your Fund's expenses in two ways:

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

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

Please note that the expenses shown in these tables are meant to highlight your ongoing expenses only and do not reflect any transaction costs. The "Expenses Paid per $1,000" line of the tables is useful in comparing ongoing expenses only and will not help you determine the relative total expense of owning different funds. An account maintenance fee of $6.25 per quarter for Class S shares may apply for certain accounts whose balances do not meet the applicable minimum initial investment. This fee is not included in these tables. If it was, the estimate of expenses paid for Class S shares during the period would be higher, and account value during the period would be lower, by this amount.

Expenses and Value of a $1,000 Investment for the six months ended June 30, 2008

Actual Fund Return*

Prime Reserve Class S

Premium Class S

Beginning Account Value 1/1/08

$ 1,000.00

$ 1,000.00

Ending Account Value 6/30/08

$ 1,016.20

$ 1,016.60

Expenses Paid per $1,000**

$ 1.20

$ .80

Hypothetical 5% Fund Return*

Prime Reserve Class S

Premium Class S

Beginning Account Value 1/1/08

$ 1,000.00

$ 1,000.00

Ending Account Value 6/30/08

$ 1,023.67

$ 1,024.07

Expenses Paid per $1,000**

$ 1.21

$ .81

* Expenses include amounts allocated proportionally from the master portfolio.
** Expenses are equal to the Fund's annualized expense ratio for each share class, multiplied by the average account value over the period, multiplied by the number of days in the most recent six-month period, then divided by 366.

Annualized Expense Ratios

Prime Reserve Class S

Premium Class S

DWS Money Market Series

.24%

.16%

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

Portfolio Summary

Asset Allocation

6/30/08

12/31/07

 

 

 

Commercial Paper

40%

48%

Short-Term Notes

23%

25%

Certificates of Deposit and Bank Notes

21%

13%

Government & Agency Obligations

7%

7%

Time Deposits

5%

2%

Master Notes

2%

3%

Municipal Bonds and Notes

1%

Repurchase Agreements

1%

1%

Asset Backed

1%

 

100%

100%

Weighted Average Maturity

 

 

 

 

 

DWS Money Market Series

43 days

47 days

First Tier Retail Money Fund Average*

45 days

41 days

* The Fund is compared to its respective iMoneyNet Category: First Tier Retail Money Fund Average — Category includes a widely-recognized composite of money market funds that invest in only first tier (highest rating) securities. Portfolio Holdings of First Tier funds include US Treasury, US Other, Repos, Time Deposits, Domestic Bank Obligations, Foreign Bank Obligations, First Tier Commercial Paper, Floating Rate Notes and Asset Backed Commercial Paper.

Asset allocation and weighted average maturity are subject to change. For more complete details about the Portfolio holdings, see page 22 . A quarterly Fact Sheet is available upon request. Information concerning portfolio holdings of the Portfolio as of month end will be posted to www.dws-investments.com after the 14th day following month end. In addition, the Portfolio's top ten holdings and other information about the Fund is posted on www.dws-investments.com as of the calendar quarter-end on or after the 14th day following quarter-end. Please see the Account Management Resources section for contact information.

Following the Fund's fiscal first and third quarter-end, a complete portfolio holdings listing is filed with the SEC on Form N-Q. The form will be available on the SEC's Web site at www.sec.gov, and it also may be reviewed and copied 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.

Financial Statements

Statement of Assets and Liabilities as of June 30, 2008 (Unaudited)

Assets

Investment in Cash Management Portfolio, at value

$ 24,024,424,358

Receivable for Fund shares sold

834,438

Other assets

92,359

Total assets

24,025,351,155

Liabilities

Distributions payable

14,345,674

Payable for Fund shares redeemed

1,204,224

Other accrued expenses and payables

527,079

Total liabilities

16,076,977

Net assets, at value

$ 24,009,274,178

Net Assets Consist of

Distributions in excess of net investment income

(325,945)

Accumulated net realized gain (loss)

2,995,050

Paid-in capital

24,006,605,073

Net assets, at value

$ 24,009,274,178

Net Asset Value

Prime Reserve Class S

Net Asset Value, offering and redemption price per share ($109,215,996 ÷ 109,290,009 outstanding shares of beneficial interest, $.001 par value, unlimited number of shares authorized)

$ 1.00

Institutional Shares

Net Asset Value, offering and redemption price per share ($22,556,692,006 ÷ 22,553,996,430 outstanding shares of beneficial interest, $.001 par value, unlimited number of shares authorized)

$ 1.00

Premium Class S

Net Asset Value, offering and redemption price per share ($662,486,112 ÷ 662,457,619 outstanding shares of beneficial interest, $.001 par value, unlimited number of shares authorized)

$ 1.00

Managed Shares

Net Asset Value, offering and redemption price per share ($680,880,064 ÷ 680,938,677 outstanding shares of beneficial interest, $.001 par value, unlimited number of shares authorized)

$ 1.00

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

Statement of Operations

Investment Income

Six Months Ended June 30, 2008 (Unaudited)

Income and expenses allocated from Cash Management Portfolio:
Interest

$ 410,135,924

Expenses*

(14,988,545)

Net investment income allocated from Cash Management Portfolio

395,147,379

Expenses:
Administration fee

11,860,199

Services to shareholders

683,811

Professional fees

189,278

Registration fees

104,347

Trustees' fees and expenses

65,510

Reports to shareholders

55,220

Distribution service fee

15,858

Other

63,402

Total expenses before expense reductions

13,037,625

Expense reductions

(12,840,735)

Total expenses after expense reductions

196,890

Net investment income

394,950,489

Net realized gain (loss) allocated from Cash Management Portfolio

3,240,496

Net increase (decrease) in net assets resulting from operations

$ 398,190,985

* For the six months ended June 30, 2008, the Cash Management Portfolio was reimbursed by the Advisor for fees in the amount of $6,766,264, of which $4,616,808 was allocated to the Fund on a pro-rated basis.

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

Statement of Changes in Net Assets

Increase (Decrease) in Net Assets

Six Months Ended June 30, 2008 (Unaudited)

For the Period from June 1, 2007 through December 31, 2007

Year Ended May 31, 2007

Operations:
Net investment income

$ 394,950,489

$ 717,511,769

$ 906,924,547

Net realized gain (loss)

3,240,496

569,954

(563,297)

Net increase (decrease) in net assets resulting from operations

398,190,985

718,081,723

906,361,250

Distributions to shareholders from:
Net investment income:

Prime Reserve Class AARP*

(432,526)

Prime Reserve Class S

(1,812,935)

(3,306,418)

(5,260,345)

Premium Class AARP*

(1,218,967)

Premium Class S

(11,322,119)

(21,175,124)

(35,887,744)

Managed Shares

(10,202,028)

(20,061,498)

(24,794,389)

Institutional Shares

(371,939,351)

(672,968,728)

(839,184,793)

Total distributions

(395,276,433)

(717,511,768)

(906,778,764)

Fund share transactions:
Proceeds from shares sold

146,961,270,448

199,925,679,802

225,030,816,967

Reinvestment of distributions

247,456,800

480,918,230

659,928,734

Cost of shares redeemed

(145,777,495,558)

(196,723,891,274)

(216,698,065,383)

Net increase (decrease) in net assets from Fund share transactions

1,431,231,690

3,682,706,758

8,992,680,318

Increase (decrease) in net assets

1,434,146,242

3,683,276,713

8,992,262,804

Net assets at beginning of period

22,575,127,936

18,891,851,223

9,899,588,419

Net assets at end of period (including distributions in excess of net investment income of $325,945, $1 and $2, respectively)

$ 24,009,274,178

$ 22,575,127,936

$ 18,891,851,223

* Prime Reserve Class AARP and Premium Class AARP shares merged into Prime Reserve Class S and Premium Class S, respectively, on July 14, 2006.

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

Financial Highlights

Prime Reserve Class S

Years Ended December 31,

2008 a

2007 b

2007 d

2006 d

2005 d

2004 d

2003 d

Selected Per Share Data

Net asset value, beginning of period

$ 1.00

$ 1.00

$ 1.00

$ 1.00

$ 1.00

$ 1.00

$ 1.00

Net investment income

.016

.030

.051

.038

.018

.007

.011

Distributions from net investment income

(.016)

(.030)

(.051)

(.038)

(.018)

(.007)

(.011)

Net asset value, end of period

$ 1.00

$ 1.00

$ 1.00

$ 1.00

$ 1.00

$ 1.00

$ 1.00

Total Return (%) c

1.62 **

3.01 **

5.23

3.86

1.78

.66

1.14

Ratios to Average Net Assets and Supplemental Data

Net assets, end of period ($ millions)

109

112

111

41

48

38

48

Ratio of expenses before expense reductions, including expenses allocated from Cash Management Portfolio (%) e

.39 *

.37 *

.37

.43

.46

.64

.65

Ratio of expenses after expense reductions, including expenses allocated from Cash Management Portfolio (%) e

.24 *

.23 *

.23

.27

.32

.49

.50

Ratio of net investment income (%)

3.22 *

5.07 *

5.13

3.77

1.80

.65

1.09

a For the six months ended June 30, 2008 (Unaudited).
b For the period from June 1, 2007 through December 31, 2007 (see Note A).
c Total returns would have been lower had certain expenses not been reduced.
d For the years ended May 31.
e On July 30, 2007, DWS Money Market Series became a feeder of Cash Management Portfolio. Expense ratios disclosed prior to December 31, 2007 are for DWS Money Market Series as a stand-alone fund.
* Annualized
** Not annualized

Premium Class S

Years Ended December 31,

2008 a

2007 b

2007 d

2006 d

2005 d

2004 d

2003 d

Selected Per Share Data

Net asset value, beginning of period

$ 1.00

$ 1.00

$ 1.00

$ 1.00

$ 1.00

$ 1.00

$ 1.00

Net investment income

.016

.030

.052

.039

.019

.008

.013

Distributions from net investment income

(.016)

(.030)

(.052)

(.039)

(.019)

(.008)

(.013)

Net asset value, end of period

$ 1.00

$ 1.00

$ 1.00

$ 1.00

$ 1.00

$ 1.00

$ 1.00

Total Return (%) c

1.66 **

3.06 **

5.33

3.98

1.94

.81

1.29

Ratios to Average Net Assets and Supplemental Data

Net assets, end of period ($ millions)

662

691

715

510

499

512

653

Ratio of expenses before expense reductions, including expenses allocated from Cash Management Portfolio (%) e

.31 *

.29 *

.28

.31

.30

.49

.50

Ratio of expenses after expense reductions, including expenses allocated from Cash Management Portfolio (%) e

.16 *

.15 *

.14

.15

.16

.33

.35

Ratio of net investment income (%)

3.30 *

5.15 *

5.22

3.92

1.96

.81

1.24

a For the six months ended June 30, 2008 (Unaudited).
b For the period from June 1, 2007 through December 31, 2007 (see Note A).
c Total returns would have been lower had certain expenses not been reduced.
d For the years ended May 31.
e On July 30, 2007, DWS Money Market Series became a feeder of Cash Management Portfolio. Expense ratios disclosed prior to December 31, 2007 are for DWS Money Market Series as a stand-alone fund.
* Annualized
** Not annualized

Notes to Financial Statements (Unaudited)

A. Significant Accounting Policies

DWS Money Market Series (the "Fund") is a diversified investment portfolio of DWS Money Market Trust (the "Trust") which is registered under the Investment Company Act of 1940, as amended (the "1940 Act"), as an open-end management investment company organized as a Massachusetts business trust.

The Fund offers multiple classes of shares which provide investors with different purchase options: Prime Reserve Class S, Premium Class S, Managed Shares and Institutional Shares. Certain detailed information for Managed Shares and Institutional Shares is provided separately and is available upon request. Prime Reserve Class S and Premium Class S shares are generally not available to new investors except under certain circumstances.

The Board of Trustees of the Fund approved a reorganization pursuant to which the Fund became a feeder fund of Cash Management Portfolio. On July 30, 2007, the Fund transferred all of its assets into the Cash Management Portfolio in a tax-free exchange for beneficial ownership in the Portfolio. Activity prior to this conversion is included in the 2007 statements of changes in net assets. Prior to this conversion, the Fund changed its fiscal year end from May 31 to December 31.

The Fund, a feeder fund, seeks to achieve its investment objective by investing all of its investable assets in a master portfolio, the Cash Management Portfolio (the ``Portfolio''), an open-end management investment company registered under the 1940 Act and advised by Deutsche Investment Management Americas Inc. (``DIMA" or the ``Advisor'') and the Advisor for the master portfolio. Details concerning the Portfolio's investment objective and policies and the risk factors associated with the Portfolio's investments are described in the Fund's Prospectus and Statement of Additional Information.

Investment income, realized gains and losses, and certain fund-level expenses and expense reductions, if any, are borne pro rata on the basis of relative net assets by the holders of all classes of shares, except that each class bears certain expenses unique to that class such as distribution service fee, services to shareholders and certain other class-specific expenses. Differences in class-level expenses may result in payment of different per share dividends by class. All shares of the Fund have equal rights with respect to voting subject to class-specific arrangements.

At June 30, 2008, the Fund owned approximately 70% of the Portfolio. The financial statements of the Portfolio, including the Investment Portfolio, are contained elsewhere in this report and should be read in conjunction with the Fund's financial statements.

The Fund's financial statements are prepared in accordance with accounting principles generally accepted in the United States of America which require the use of management estimates. Actual results could differ from those estimates. The policies described below are followed consistently by the Fund in the preparation of its financial statements. The financial statements of the Portfolio, including the Investment Portfolio, are contained elsewhere in this report and should be read in conjunction with the Fund's financial statements.

Security Valuation. The Fund determines the valuation of its investment in the Portfolio by multiplying its proportionate ownership of the Portfolio by the total value of the Portfolio's net assets.

The Fund adopted the provisions of Statement of Financial Accounting Standards No. 157, "Fair Value Measurements" ("FAS 157"), which governs the application of generally accepted accounting principles that require fair value measurements of the Fund's assets and liabilities. FAS 157 establishes a three-tier hierarchy that prioritizes the inputs to valuation techniques. The inputs or methodology used for valuing securities may not be an indication of the risk associated with investing in those securities. For example, securities held by a money market fund are generally high quality and liquid; however, they are reflected as Level 2 because the securities are valued at amortized cost (which approximates fair value) and, accordingly, the inputs used to determine fair value are not quoted prices in an active market. On June 30, 2008, all of the Portfolio's and, accordingly, the Fund's securities were classified as Level 2. For information on the Portfolio's policy regarding the valuation of investments and of the valuation inputs please refer to the Security Valuation section in the Portfolio's financial statements which accompany this report.

Federal Income Taxes. The Fund's policy is to comply with the requirements of the Internal Revenue Code, as amended, which are applicable to regulated investment companies and to distribute all of its taxable income to its shareholders. Accordingly, the Fund paid no federal income taxes and no federal income tax provision was required.

At December 31, 2007, the Fund had a net tax basis capital loss carryforward of approximately $245,000 which may be applied against any realized net taxable capital gains of each succeeding year until fully utilized of until December 31, 2014, the expiration date, whichever occurs first, which may be subject to certain limitations under Sections 382-383 of the Internal Revenue Code.

The Fund has reviewed the tax positions for the open tax years as of December 31, 2007 and has determined that no provision for income tax is required in the Fund's financial statements. The Fund's federal tax returns for the prior three fiscal periods/years remain subject to examination by the Internal Revenue Service.

Distribution of Income and Gains. Net investment income of the Fund is declared as a daily dividend and is distributed to shareholders monthly. The Fund may take into account capital gains and losses in its daily dividend declarations. The Fund may also make additional distributions for tax purposes if necessary.

Permanent book and tax differences relating to shareholder distributions will result in reclassifications to paid in capital. Temporary book and tax differences will reverse in a subsequent period. There were no significant book to tax differences for the Fund.

The tax character of current year distributions will be determined at the end of the current fiscal year.

Contingencies. In the normal course of business, the Fund may enter into contracts with service providers that contain general indemnification clauses. The Fund's maximum exposure under these arrangements is unknown as this would involve future claims that may be made against the Fund that have not yet been made. However, based on experience, the Fund expects the risk of loss to be remote.

Other. The Fund receives a daily allocation of the Portfolio's net investment income and net realized gains and losses in proportion to its investment in the Portfolio. Expenses directly attributed to a fund are charged to that fund, while expenses which are attributable to the Trust are allocated among the funds in the Trust on the basis of relative net assets.

B. Fees and Transactions with Affiliates

Deutsche Investment Management Americas Inc. ("DIMA" or the "Advisor"), an indirect, wholly owned subsidiary of Deutsche Bank AG and the Advisor for the master portfolio.

For the period from January 1, 2008 through July 29, 2010, the Advisor has contractually agreed to waive all or a portion of its advisory fee from the Portfolio and reimburse or pay certain operating expenses of the Fund (excluding certain expenses such as extraordinary expenses, taxes, brokerage and interest) to the extent necessary to maintain the operating expenses of each class as follows:

Prime Reserve Class S

.37%

Premium Class S

.28%

Managed Shares

.20%

Institutional Class

.15%

For the period from January 1, 2008 through June 30, 2008, the Advisor has voluntarily agreed to waive 0.11% of the Fund's total operating expenses. This voluntary waiver or reimbursement may be terminated at any time at the option of the Advisor.

For the six months ended June 30, 2008, the Advisor agreed to reimburse the Fund $413,726 for other expenses.

Administration Fee. Pursuant to an Administrative Services Agreement, DIMA provides most administrative services to the Fund. For all services provided under the Administrative Services Agreement, the Fund pays DIMA an annual fee ("Administration fee") of 0.10% of the Fund's average daily net assets, computed and accrued daily and payable monthly. For the six months ended June 30, 2008, DIMA received an Administration fee of $11,860,199, all of which was waived.

Service Provider Fees. DWS Investments Service Company ("DISC"), an affiliate of the Advisor, is the transfer agent, dividend-paying agent and shareholder service agent of the Fund. 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 service agent functions to DST. DISC compensates DST out of the shareholder servicing fee it receives from the Fund. For the six months ended June 30. 2008, the amounts charged to the Fund by DISC were as follows:

Services to Shareholders

Total Aggregated

Waived

Unpaid at June 30, 2008

Prime Reserve Class S

$ 64,669

$ 2,018

$ 50,111

Premium Class S

129,049

12,281

77,353

Managed Shares

13,568

12,620

Institutional Shares

419,430

419,430

 

$ 626,716

$ 446,349

$ 127,464

Shareholder Servicing Fee. DWS Investments Distributors, Inc. ("DIDI"), an affiliate of the Advisor, provides information and administrative services for a fee ("Service Fee") to Managed Shares shareholders at an annual rate of up to 0.05% of average daily net assets. DIDI in turn has various agreements with financial services firms that provide these services and pays these fees based upon the assets of shareholder accounts the firms service. The Service Fee charged by DIDI was as follows:

Service Fee

Total Aggregated

Unpaid at June 30, 2008

Annualized Effective Rate

Managed Shares

$ 15,858

$ 7,578

.01%

Typesetting and Filing Service Fees. Under an agreement with DIMA, DIMA is compensated for providing typesetting and certain regulatory filing services to the Fund. For the six months ended June 30, 2008, the amount charged to the Fund by DIMA included in the Statement of Operations under "reports to shareholders" aggregated $22,716, all of which is paid.

Trustees' Fees and Expenses. The Fund paid each Trustee not affiliated with the Advisor retainer fees plus specified amounts for various committee services and for the Board Chairperson and Vice Chairperson.

In connection with the board consolidation on April 1, 2008, of the two DWS Funds Boards of Trustees/Directors, certain Independent Board Members retired prior to their normal retirement date, and received a one-time retirement benefit. DIMA has agreed to reimburse the Funds for the cost of this benefit. During the period ended June 30, 2008, the Fund paid its allocated portion of the retirement benefit of $120,461 to the non-continuing Independent Board Members, and the Fund was reimbursed by DIMA for this payment.

C. Concentration of Ownership

From time to time the Fund may have a concentration of several shareholders holding a significant percentage of shares outstanding. Investment activities of these shareholders could have a material impact on the Fund.

At June 30, 2008, there were three shareholders who held approximately 42%, 21% and 12% of the outstanding shares of the Managed Shares and one shareholder who held approximately 13% of the outstanding shares of Institutional Shares of the Fund.

D. Share Transactions

The following table summarizes share and dollar activity in the Fund:

 

Six Months Ended June 30, 2008

Period Ended December 31, 2007 *

 

Shares

Dollars

Shares

Dollars

Shares sold

Prime Reserve Class S

19,580,144

19,580,144

27,574,635

27,574,635

Premium Class S 

122,485,426

122,485,426

181,205,649

181,205,649

Managed Shares

1,072,588,181

1,072,588,181

1,345,468,616

1,345,468,616

Institutional Shares

145,746,616,697

145,746,616,697

198,371,430,902

198,371,430,902

 

 

$ 146,961,270,448

 

$ 199,925,679,802

Shares issued to shareholders in reinvestment of distributions

Prime Reserve Class S

1,727,245

1,727,245

3,137,806

3,137,806

Premium Class S 

10,708,727

10,708,727

20,057,533

20,057,533

Managed Shares

1,627,828

1,627,828

4,170,401

4,170,401

Institutional Shares

233,393,000

233,393,000

453,552,490

453,552,490

 

 

$ 247,456,800

 

$ 480,918,230

Shares redeemed

Prime Reserve Class S

(24,044,160)

(24,044,160)

(29,631,030)

(29,631,030)

Premium Class S 

(161,626,075)

(161,626,075)

(225,692,255)

(225,692,255)

Managed Shares

(903,571,337)

(903,571,337)

(1,435,968,663)

(1,435,968,663)

Institutional Shares

(144,688,253,986)

(144,688,253,986)

(195,032,599,326)

(195,032,599,326)

 

 

$ (145,777,495,558)

 

$(196,723,891,274)

Net increase (decrease)

Prime Reserve Class S

(2,736,771)

(2,736,771)

1,081,411

1,081,411

Premium Class S 

(28,431,922)

(28,431,922)

(24,429,073)

(24,429,073)

Managed Shares

170,644,672

170,644,672

(86,329,646)

(86,329,646)

Institutional Shares

1,291,755,711

1,291,755,711

3,792,384,066

3,792,384,066

 

 

$ 1,431,231,690

 

$ 3,682,706,758

* For the period from June 1, 2007 through December 31, 2007.

 

Year Ended May 31, 2007

 

Shares

Dollars

Shares sold

Prime Reserve Class AARP

3,417,074 **

$ 3,417,074 **

Prime Reserve Class S

40,386,197

40,386,197

Premium Class AARP

16,535,490 **

16,535,490 **

Premium Class S 

362,115,516

362,115,516

Managed Shares

1,579,713,807

1,579,713,807

Institutional Shares

223,028,648,134

223,028,648,883

 

 

$ 225,030,816,967

Shares issued to shareholders in reinvestment of distributions

Prime Reserve Class AARP

262,068 **

$ 262,068 **

Prime Reserve Class S

4,995,416

4,995,416

Premium Class AARP

731,634 **

731,634 **

Premium Class S 

33,694,670

33,694,670

Managed Shares

5,177,907

5,177,907

Institutional Shares

615,067,039

615,067,039

 

 

$ 659,928,734

Shares redeemed

Prime Reserve Class AARP

(2,693,855) **

$ (2,693,855) **

Prime Reserve Class S

(45,366,188)

(45,366,188)

Premium Class AARP

(9,616,189) **

(9,616,189) **

Premium Class S 

(386,893,859)

(386,893,859)

Managed Shares

(1,442,208,412)

(1,442,208,412)

Institutional Shares

(214,811,286,880)

(214,811,286,880)

 

 

$ (216,698,065,383)

Shares converted **

Prime Reserve Class AARP

(69,812,223)

$ (69,727,053)

Prime Reserve Class S

69,812,223

69,727,053

Premium Class AARP

(196,755,249)

(196,753,879)

Premium Class S 

196,755,249

196,753,879

 

 

$ —

Net increase (decrease)

Prime Reserve Class AARP

(68,826,936) **

$ (68,741,766) **

Prime Reserve Class S

69,827,648

69,742,478

Premium Class AARP

(189,104,314) **

(189,102,944) **

Premium Class S 

205,671,576

205,670,206

Managed Shares

142,683,302

142,683,302

Institutional Shares

8,832,428,293

8,832,429,042

 

 

$ 8,992,680,318

** On June 28, 2006, the Board of the Fund approved the conversion of the Prime Reserve Class AARP and Premium Class AARP shares of the Fund into Prime Reserve Class S and Premium Class S, respectively, of the Fund. These conversions were completed on July 14, 2006 and these shares are no longer offered.

(The following financial statements of the Cash Management Portfolio should be read in conjunction with the Fund's financial statements.)

Investment Portfolio as of June 30, 2008 (Unaudited)

 

Principal Amount ($)

Value ($)

 

 

Certificates of Deposit and Bank Notes 21.5%

ABN AMRO Bank NV, 2.78%, 8/7/2008

50,000,000

50,001,520

Allied Irish Banks PLC, 2.685%, 7/25/2008

200,000,000

200,000,664

American Express Bank FSB, 2.75%, 8/14/2008

150,000,000

150,000,000

Banco Santander SA, 2.67%, 10/3/2008

61,200,000

61,188,503

Bank of Scotland PLC:

 

 

4.5%, 11/19/2008

120,000,000

120,000,000

4.93%, 10/9/2008

155,000,000

155,000,000

Bank of Tokyo-Mitsubishi UFJ Ltd., 2.8%, 8/8/2008

250,000,000

250,000,000

Barclays Bank PLC:

 

 

3.0%, 12/2/2008

247,650,000

247,650,000

3.15%, 12/8/2008

70,750,000

70,750,000

BNP Paribas:

 

 

2.64%, 8/11/2008

177,000,000

177,003,622

2.705%, 9/25/2008

7,000,000

7,000,000

4.4%, 7/7/2008

162,750,000

162,750,265

Calyon:

 

 

3.0%, 10/22/2008

85,350,000

85,350,000

3.02%, 10/23/2008

200,000,000

200,000,000

4.03%, 7/14/2008

110,750,000

110,750,000

Canadian Imperial Bank of Commerce, 2.76%, 7/7/2008

246,000,000

246,000,000

Citibank NA, 2.7%, 8/15/2008

250,000,000

250,000,000

Cowboys Stadium LP, 144A, 2.55%***, 7/1/2039

35,000,000

35,000,000

Credit Agricole SA:

 

 

2.7%, 8/1/2008

145,000,000

145,000,000

2.7%, 9/2/2008

178,700,000

178,700,000

2.75%, 8/1/2008

100,000,000

100,002,569

2.9%, 12/1/2008

77,000,000

77,000,000

Credit Suisse, 4.305%, 7/8/2008

100,000,000

100,000,000

Dexia Credit Local, 2.65%, 8/12/2008

99,000,000

98,997,638

Fortis Bank SA, 3.0%, 10/22/2008

150,000,000

150,000,000

HSH Nordbank AG, 2.97%, 7/10/2008

150,000,000

150,000,372

Intesa Sanpaolo SpA:

 

 

2.75%, 8/12/2008

150,000,000

150,000,000

2.8%, 8/7/2008

100,000,000

100,000,000

JPMorgan Chase Bank NA, 2.8%, 8/11/2008

30,000,000

30,000,000

KBC Bank NV:

 

 

2.52%, 7/22/2008

155,000,000

155,001,566

2.55%, 7/7/2008

300,000,000

300,000,000

2.78%, 8/11/2008

100,000,000

99,998,865

Landesbank Hessen-Thueringen Girozentrale, 3.03%, 7/7/2008

200,000,000

200,000,000

Lloyds TSB Bank PLC, 2.62%, 8/26/2008

7,000,000

7,000,000

Metropolitan Life Global Funding I, 3.8%, 1/20/2009

91,500,000

91,500,000

Mizuho Corporate Bank Ltd:

 

 

2.65%, 7/14/2008

500,000,000

500,000,000

2.66%, 7/16/2008

398,000,000

398,000,000

Norddeutsche Landesbank Girozentrale AG, 3.02%, 7/8/2008

150,000,000

150,000,000

Norinchukin Bank Ltd., 2.6%, 7/16/2008

350,000,000

350,000,000

Societe Generale:

 

 

2.67%, 7/25/2008

400,000,000

400,000,000

2.98%, 7/7/2008

300,000,000

300,000,000

Toronto-Dominion Bank:

 

 

2.68%, 8/18/2008

25,000,000

25,008,549

2.9%, 8/29/2008

1,000,000

1,000,313

4.42%, 7/7/2008

13,500,000

13,504,082

UBS AG:

 

 

3.0%, 8/1/2008

200,000,000

200,000,000

4.255%, 7/9/2008

160,000,000

160,018,226

4.3%, 7/8/2008

160,000,000

160,000,000

Westpac Banking Corp., 2.73%, 9/26/2008

14,000,000

14,000,168

Total Certificates of Deposit and Bank Notes (Cost $7,383,176,922)

7,383,176,922

 

Commercial Paper 40.2%

Issued at Discount** 38.1%

Abbey National North America LLC, 2.6%, 10/22/2008

66,000,000

65,461,367

Alcon Capital Corp., 2.49%, 12/17/2008

100,000,000

98,831,083

Alpine Securitization:

 

 

2.58%, 7/2/2008

20,000,000

19,998,567

2.63%, 7/9/2008

48,750,000

48,721,508

Amsterdam Funding Corp., 2.62%, 7/25/2008

75,000,000

74,869,000

Apreco LLC, 2.63%, 7/22/2008

193,800,000

193,502,679

Archer-Daniels-Midland Co., 2.15%, 7/14/2008

5,377,000

5,372,825

AstraZeneca PLC:

 

 

2.45%, 11/3/2008

100,000,000

99,149,306

2.72%, 11/14/2008

29,300,000

28,998,926

2.88%, 8/20/2008

48,550,000

48,355,800

3.67%, 7/17/2008

24,310,000

24,270,348

3.965%, 7/25/2008

99,000,000

98,738,310

AT&T, Inc.:

 

 

2.05%, 7/30/2008

60,000,000

59,900,917

2.06%, 7/30/2008

190,000,000

189,684,706

2.15%, 8/19/2008

120,000,000

119,648,833

2.22%, 7/9/2008

13,300,000

13,293,439

2.22%, 7/14/2008

70,000,000

69,943,883

Atlantic Asset Securitization Corp., 2.57%, 7/9/2008

50,000,000

49,971,444

Bank of Scotland PLC, 2.65%, 8/22/2008

113,000,000

112,567,461

Caisse Nationale des Caisses Depargne et de Prevoyance:

 

 

2.85%, 7/7/2008

80,000,000

79,962,000

2.96%, 8/4/2008

200,000,000

199,440,889

2.96%, 8/7/2008

168,000,000

167,488,907

Cancara Asset Securitisation LLC:

 

 

2.63%, 7/10/2008

149,000,000

148,902,033

3.05%, 7/2/2008

227,000,000

226,980,768

Chariot Funding LLC:

 

 

2.45%, 7/9/2008

56,956,000

56,924,991

2.45%, 7/10/2008

51,499,000

51,467,457

2.6%, 7/7/2008

38,186,000

38,169,453

2.6%, 7/23/2008

150,000,000

149,761,667

Citibank Credit Card Issuance Trust, 2.8%, 8/1/2008

393,000,000

392,052,433

Colgate-Palmolive Co:

 

 

2.14%, 7/7/2008

24,500,000

24,491,262

2.28%, 7/14/2008

35,780,000

35,750,541

DNB NOR Bank ASA:

 

 

2.5%, 7/14/2008

9,000,000

8,991,875

2.865%, 8/4/2008

160,000,000

159,567,067

Eksportfinans AS, 2.3%, 7/25/2008

100,000,000

99,846,667

Falcon Asset Securitization Co., LLC, 2.6%, 7/15/2008

5,000,000

4,994,944

General Electric Capital Corp.:

 

 

2.53%, 10/1/2008

300,000,000

298,060,333

2.75%, 9/19/2008

199,250,000

198,032,361

3.53%, 7/14/2008

191,000,000

190,756,528

3.92%, 9/30/2008

200,000,000

198,018,222

4.05%, 7/7/2008

25,000,000

24,983,167

4.42%, 7/21/2008

200,000,000

199,508,889

Giro Balanced Funding Corp., 2.95%, 7/30/2008

20,000,000

19,952,472

Gotham Funding Corp.:

 

 

2.57%, 7/22/2008

57,000,000

56,914,548

2.67%, 8/22/2008

57,000,000

56,780,170

2.75%, 7/15/2008

35,000,000

34,962,569

2.75%, 7/18/2008

15,578,000

15,557,770

2.75%, 7/21/2008

43,256,000

43,189,914

2.91%, 9/15/2008

4,500,000

4,472,355

2.91%, 9/22/2008

25,000,000

24,832,271

2.8%, 7/17/2008

48,000,000

47,940,267

2.85%, 9/10/2008

110,000,000

109,381,708

Greenwich Capital Holdings, Inc., 2.85%, 10/6/2008

120,000,000

119,078,500

ING (US) Funding LLC, 2.5%, 7/15/2008

1,263,000

1,261,772

Johnson & Johnson:

 

 

1.9%, 7/7/2008

65,000,000

64,979,417

2.0%, 9/4/2008

25,750,000

25,657,014

2.0%, 9/5/2008

100,000,000

99,633,333

2.1%, 7/14/2008

50,000,000

49,962,083

3.38%, 7/23/2008

70,000,000

69,855,411

Kitty Hawk Funding Corp., 2.85%, 10/2/2008

26,881,000

26,683,089

Kreditanstalt fuer Wiederaufbau, 2.2%, 7/8/2008

1,506,000

1,505,356

Liberty Street Funding LLC:

 

 

2.58%, 7/25/2008

40,000,000

39,931,200

2.62%, 7/14/2008

50,000,000

49,952,694

2.62%, 7/16/2008

58,000,000

57,936,683

2.65%, 8/25/2008

240,000,000

239,028,333

2.67%, 7/25/2008

126,000,000

125,775,720

2.88%, 9/30/2008

33,800,000

33,553,936

2.95%, 7/2/2008

40,850,000

40,846,653

3.0%, 7/25/2008

50,000,000

49,900,000

Market Street Funding LLC:

 

 

2.6%, 7/8/2008

60,000,000

59,969,667

2.65%, 7/16/2008

135,000,000

134,850,938

2.86%, 7/25/2008

150,000,000

149,714,000

MetLife, Inc., 2.2%, 7/14/2008

10,000,000

9,992,056

National Australia Funding (Delaware), Inc., 2.7%, 7/14/2008

92,708,000

92,617,610

Nestle Capital Corp.:

 

 

2.02%, 8/7/2008

3,400,000

3,392,941

2.49%, 12/17/2008

133,000,000

131,445,341

2.69%, 9/18/2008

300,000,000

298,229,083

4.3%, 10/31/2008

54,250,000

53,459,457

Nieuw Amsterdam Receivables Corp.:

 

 

2.84%, 7/30/2008

100,000,000

99,771,222

2.86%, 7/25/2008

100,000,000

99,809,333

3.0%, 7/3/2008

90,000,000

89,985,000

3.02%, 7/3/2008

100,000,000

99,983,222

Nordea North America, Inc., 2.75%, 9/25/2008

5,000,000

4,967,153

Old Line Funding LLC, 2.54%, 7/21/2008

78,411,000

78,300,353

Park Avenue Receivables Corp., 2.52%, 7/16/2008

85,000,000

84,910,750

Pfizer, Inc.:

 

 

2.27%, 9/23/2008

67,200,000

66,844,064

2.685%, 8/6/2008

100,000,000

99,731,500

Procter & Gamble International Funding SCA:

 

 

1.94%, 7/18/2008

10,000,000

9,990,839

2.12%, 7/10/2008

60,000,000

59,968,200

2.2%, 8/14/2008

109,130,000

108,836,562

Ranger Funding Co., LLC, 2.52%, 7/25/2008

25,079,000

25,036,867

Royal Bank of Scotland Group PLC:

 

 

2.955%, 10/21/2008

200,000,000

198,161,333

4.19%, 7/10/2008

71,090,000

71,015,533

Salisbury Receivables Co., LLC:

 

 

2.67%, 7/25/2008

145,000,000

144,741,900

2.7%, 8/13/2008

50,000,000

49,838,750

2.72%, 8/14/2008

50,000,000

49,833,778

Scaldis Capital LLC:

 

 

2.58%, 7/7/2008

32,525,000

32,511,014

2.65%, 7/14/2008

100,000,000

99,904,306

2.69%, 7/18/2008

50,000,000

49,936,486

2.78%, 7/24/2008

95,000,000

94,831,269

2.89%, 7/2/2008

105,250,000

105,241,551

Sheffield Receivables Corp.:

 

 

2.51%, 7/25/2008

107,000,000

106,820,953

2.52%, 7/10/2008

100,000,000

99,937,000

2.52%, 7/18/2008

77,000,000

76,908,370

2.57%, 7/11/2008

175,000,000

174,875,069

2.61%, 7/22/2008

113,000,000

112,827,958

2.65%, 7/11/2008

50,000,000

49,963,194

2.75%, 7/3/2008

75,000,000

74,988,542

2.82%, 7/17/2008

45,000,000

44,943,600

2.87%, 7/9/2008

41,500,000

41,473,532

Siemens Capital Co., LLC, 2.09%, 8/22/2008

12,450,000

12,412,415

Societe Generale North America, Inc.:

 

 

2.93%, 8/1/2008

91,290,000

91,059,670

3.025%, 8/5/2008

245,000,000

244,279,462

3.15%, 10/22/2008

300,000,000

297,033,750

4.0%, 7/7/2008

152,500,000

152,398,333

Starbird Funding Corp.:

 

 

2.6%, 7/2/2008

336,692,000

336,667,683

2.86%, 7/25/2008

151,000,000

150,712,093

3.02%, 9/10/2008

149,000,000

148,112,540

3.02%, 9/11/2008

60,000,000

59,637,600

Suncorp-Metway Ltd., 2.83%, 8/12/2008

40,000,000

39,867,933

Swedbank AB:

 

 

2.75%, 8/15/2008

200,000,000

199,312,500

2.75%, 8/20/2008

100,000,000

99,618,056

2.77%, 8/19/2008

100,000,000

99,622,972

2.83%, 8/4/2008

100,000,000

99,732,722

2.95%, 8/1/2008

128,000,000

127,674,845

Thunder Bay Funding LLC:

 

 

2.54%, 7/21/2008

63,700,000

63,610,112

2.58%, 7/14/2008

66,573,000

66,510,976

Toronto-Dominion Holdings (USA), Inc, 2.6%, 8/4/2008

32,400,000

32,320,440

Toyota Motor Credit Corp., 2.53%, 10/14/2008

130,000,000

129,040,708

Tulip Funding Corp.:

 

 

2.59%, 7/7/2008

200,000,000

199,913,667

2.625%, 7/9/2008

84,814,000

84,764,525

2.65%, 7/8/2008

123,186,000

123,122,525

2.65%, 7/9/2008

67,711,000

67,671,126

2.76%, 7/15/2008

30,720,000

30,687,027

United Parcel Service, Inc.:

 

 

3.25%, 12/17/2008

50,000,000

49,237,153

3.85%, 7/31/2008

3,750,000

3,737,969

4.13%, 7/31/2008

40,750,000

40,609,752

Victory Receivables Corp.:

 

 

2.62%, 7/25/2008

145,000,000

144,746,733

2.7%, 7/15/2008

90,000,000

89,905,500

2.74%, 8/4/2008

75,000,000

74,805,917

2.74%, 8/18/2008

50,000,000

49,817,333

2.85%, 7/25/2008

14,000,000

13,973,400

2.87%, 9/12/2008

51,000,000

50,703,194

Westpac Banking Corp., 2.7%, 7/9/2008

100,000,000

99,940,000

Windmill Funding I Corp.:

 

 

2.62%, 7/25/2008

51,000,000

50,910,925

2.64%, 7/17/2008

62,168,000

62,095,056

 

13,111,785,002

Issued at Par 2.1%

BNP Paribas Finance, Inc., 2.5%, 7/1/2008

24,179,000

24,179,000

Cancara Asset Securitisation LLC, 2.52%, 7/1/2008

59,500,000

59,500,000

CHI Catholic Health Initiatives:

 

 

2.65%, 12/31/2008

55,063,000

55,063,000

2.8%, 9/30/2008

83,475,000

83,475,000

Danske Corp., 2.69%, 7/1/2008

12,300,000

12,300,000

Giro Balanced Funding Corp., 2.835%, 7/1/2008

25,600,000

25,600,000

Gotham Funding Corp., 3.0%, 7/1/2008

15,333,000

15,333,000

Lloyds TSB Bank PLC, 2.5%, 7/1/2008

7,400,000

7,400,000

Nestle Capital Corp., 2.3%, 7/1/2008

11,103,000

11,103,000

Nieuw Amsterdam Receivables Corp., 3.04%, 7/1/2008

94,449,000

94,449,000

Nordea North America, Inc., 2.22%, 7/1/2008

3,502,000

3,502,000

Perry Global Funding LLC, 3.64%, 7/1/2008

39,027,000

39,027,000

Rabobank USA Financial Corp., 2.25%, 7/1/2008

1,000,000

1,000,000

Romulus Funding Corp., 3.25%, 7/1/2008

119,590,000

119,590,000

Starbird Funding Corp., 2.75%, 7/1/2008

17,337,000

17,337,000

Windmill Funding I Corp., 2.9%, 7/1/2008

163,771,000

163,771,000

 

732,629,000

Total Commercial Paper (Cost $13,844,414,002)

13,844,414,002

 

Master Notes 1.9%

Citigroup Global Markets, Inc., 2.65%*, 7/1/2008 (a) (Cost $665,000,000)

665,000,000

665,000,000

 

Government & Agency Obligations 7.0%

US Government Sponsored Agencies 3.1%

Federal Home Loan Bank:

 

 

2.075%**, 7/7/2008

1,926,000

1,925,334

2.35%**, 2/11/2009

39,000,000

38,427,187

2.36%**, 5/12/2009

125,750,000

123,153,262

2.61%, 6/3/2009

30,000,000

30,000,000

2.625%, 7/15/2008

64,850,000

64,813,514

2.664%*, 9/17/2008

100,000,000

99,990,584

3.7%**, 7/9/2008

80,000,000

79,934,222

4.1%**, 7/22/2008

116,000,000

115,722,567

Federal Home Loan Mortgage Corp., 3.75%**, 7/7/2008

130,000,000

129,918,750

Federal National Mortgage Association:

 

 

2.0%**, 7/16/2008

7,500,000

7,493,750

2.23%*, 9/3/2009

380,000,000

379,977,729

 

1,071,356,899

US Treasury Obligations 3.9%

US Treasury Bills:

 

 

1.6%**, 10/23/2008

135,500,000

134,813,467

1.69%**, 11/6/2008

95,000,000

94,429,156

1.85%**, 11/20/2008

187,500,000

186,131,771

2.15%**, 6/4/2009

118,500,000

116,107,946

2.31%**, 7/2/2009

180,000,000

175,795,800

2.35%**, 6/4/2009

160,000,000

156,469,778

2.37%**, 6/4/2009

160,000,000

156,439,733

2.42%**, 6/4/2009

160,250,000

156,608,942

US Treasury Note, 4.875%, 5/15/2009

137,000,000

140,193,207

 

1,316,989,800

Total Government & Agency Obligations (Cost $2,388,346,699)

2,388,346,699

 

Asset Backed 0.3%

Steers (Delaware) Business Trust, 144A, 2.502%*, 5/27/2048 (Cost $93,991,384)

93,991,384

93,991,384

 

Short Term Notes* 23.1%

Abbey National Treasury Services PLC:

 

 

2.716%, 2/13/2009

50,000,000

50,000,000

2.895%, 2/20/2009

187,250,000

187,250,000

2.901%, 4/24/2009

125,500,000

125,500,000

Alliance & Leicester PLC, 2.468%, 8/7/2008

100,000,000

100,000,000

Allied Irish Banks PLC, 2.482%, 8/18/2008

118,400,000

118,400,000

American Honda Finance Corp.:

 

 

144A, 2.795%, 7/11/2008

8,000,000

8,000,233

144A, 2.934%, 3/25/2009

100,000,000

100,000,000

ANZ National (International) Ltd., 144A, 2.915%, 4/10/2009

96,000,000

96,000,000

Australia & New Zealand Banking Group Ltd.:

 

 

2.501%, 8/22/2008

60,000,000

60,000,000

144A, 2.891%, 7/2/2009

199,350,000

199,344,844

Banco Espanol de Credito SA, 2.733%, 8/11/2008

297,000,000

297,000,000

Bank of America NA:

 

 

2.92%, 7/25/2008

235,925,000

235,960,198

3.208%, 7/2/2009

195,000,000

195,000,000

Bank of Ireland, 2.472%, 8/18/2008

75,000,000

75,000,000

Bank of Scotland PLC, 2.994%, 6/5/2009

123,250,000

123,250,000

BMW (UK) Capital PLC, 2.491%, 8/14/2008

55,000,000

55,000,000

BNP Paribas:

 

 

2.481%, 8/25/2008

109,000,000

109,000,000

2.895%, 5/13/2009

84,100,000

84,100,000

Caisse Nationale des Caisses Depargne et de Prevoyance, 2.705%, 9/9/2008

197,000,000

197,000,000

Caja de Ahorros y Monte de Piedad de Madrid, 2.967%, 8/12/2008

225,000,000

225,000,000

Canadian Imperial Bank of Commerce, 2.773%, 7/18/2008

16,500,000

16,498,506

Commonwealth Bank of Australia:

 

 

2.501%, 9/23/2008

80,000,000

80,000,000

2.752%, 12/18/2008

72,000,000

71,991,285

Credit Agricole SA:

 

 

2.771%, 7/21/2008

246,000,000

246,000,000

2.91%, 8/22/2008

200,000,000

200,000,000

144A, 3.031%, 7/22/2009

296,500,000

296,500,000

Danske Bank AS, 2.471%, 8/19/2008

268,000,000

267,997,603

DNB NOR Bank ASA, 2.492%, 9/24/2008

120,000,000

120,000,000

General Electric Capital Corp., 2.501%, 8/19/2011

135,000,000

135,000,000

HSBC Finance Corp.:

 

 

2.47%, 8/6/2008

125,000,000

125,000,000

144A, 2.541%, 9/24/2008

140,000,000

140,000,000

HSH Nordbank AG, 2.501%, 8/20/2008

205,000,000

205,000,000

ING Bank NV, 144A, 3.059%, 3/26/2009

84,000,000

84,000,001

Intesa Bank Ireland PLC, 2.492%, 8/22/2008

155,000,000

155,000,000

Intesa Sanpaolo SpA, 2.976%, 5/13/2009

125,000,000

125,000,000

KBC Bank NV, 2.821%, 12/16/2008

75,000,000

75,000,000

Lloyds TSB Bank PLC, 2.44%, 9/6/2008

100,000,000

100,000,000

Marshall & Ilsley Bank, 2.481%, 8/14/2008

56,000,000

56,000,000

Metropolitan Life Global Funding I:

 

 

144A, 2.96%, 6/9/2009

66,500,000

66,500,000

3.085%, 4/13/2009

35,000,000

35,000,000

National Australia Bank Ltd.:

 

 

2.776%, 8/14/2008

125,000,000

125,000,000

2.918%, 2/19/2009

179,750,000

179,750,000

3.045%, 4/7/2009

125,750,000

125,750,000

Natixis, 2.921%, 4/6/2009

268,500,000

268,500,000

Nordea Bank AB, 2.448%, 9/8/2008

85,000,000

85,000,000

Northern Rock PLC, 2.481%, 8/4/2008

65,000,000

65,000,000

Procter & Gamble International Funding SCA, 2.788%, 2/19/2009

64,000,000

64,000,000

Rabobank Nederland NV:

 

 

2.655%, 11/14/2008

195,000,000

195,000,000

144A, 2.9%, 7/9/2009

179,250,000

179,250,000

Royal Bank of Canada:

 

 

2.44%, 8/5/2008

100,000,000

100,000,000

144A, 2.871%, 7/15/2009

171,500,000

171,500,418

Skandinaviska Enskilda Banken AB, 2.458%, 8/8/2008

80,000,000

80,000,000

Svenska Handelsbanken AB:

 

 

2.471%, 8/20/2008

200,000,000

200,000,000

144A, 3.2%, 5/26/2009

25,000,000

25,000,000

Toyota Motor Credit Corp.:

 

 

2.26%, 3/12/2009

110,000,000

110,000,000

2.26%, 3/19/2009

100,000,000

100,000,000

2.658%, 11/17/2008

100,000,000

100,000,000

UniCredito Italiano Bank (Ireland) PLC:

 

 

2.468%, 8/8/2008

50,000,000

50,000,000

2.501%, 8/14/2008

260,000,000

260,000,000

2.705%, 8/8/2008

220,000,000

219,998,492

Total Short Term Notes (Cost $7,945,041,580)

7,945,041,580

 

Time Deposits 5.1%

BNP Paribas, 2.5%, 7/1/2008

121,437,324

121,437,324

Danske Bank AS:

 

 

3.5%, 7/1/2008

500,000,000

500,000,000

4.0%, 7/1/2008

750,000,000

750,000,000

KBC Bank NV, 2.75%, 7/1/2008

203,761,000

203,761,000

Lloyds TSB Bank PLC, 3.5%, 7/1/2008

175,000,000

175,000,000

Total Time Deposits (Cost $1,750,198,324)

1,750,198,324

 

Municipal Bonds and Notes 0.7%

Chattanooga, TN, Industrial Development Board Revenue, BlueCross Corp. Project, 2.5%***, 1/1/2028, Bank of America NA (b)

49,000,000

49,000,000

Colorado, Housing Finance Authority, Single Family Mortgage Revenue, "I", Series B-1, 2.75%***, 5/1/2038

51,500,000

51,500,000

Idaho, Housing & Finance Association, 2.65%, 7/2/2008

13,000,000

12,999,043

Maryland, State Health & Higher Educational Facilities Authority Revenue, Adventist Healthcare, Series B, 2.5%***, 1/1/2035, Lasalle Bank NA (b)

10,930,000

10,930,000

Massachusetts, State Health & Educational Facilities Authority Revenue, Boston University, Series N, 2.75%***, 10/1/2034, Bank of America NA (b)

32,000,000

32,000,000

New York, NY, General Obligation:

 

 

Series J14, 2.6%***, 8/1/2019

16,400,000

16,400,000

Series J12, 2.6%***, 8/1/2029

28,060,000

28,060,000

Wisconsin, Housing & Economic Development Authority, Home Ownership Revenue, Series B, 2.61%***, 3/1/2033

30,000,000

30,000,000

Total Municipal Bonds and Notes (Cost $230,889,043)

230,889,043

 

Repurchase Agreements 0.6%

BNP Paribas, 2.4%, dated 6/30/2008, to be repurchased at $106,180,083 on 7/1/2008 (c)

106,173,005

106,173,005

JPMorgan Securities, Inc., 1.6%, dated 6/30/2008, to be repurchased at $20,000,889 on 7/1/2008 (d)

20,000,000

20,000,000

JPMorgan Securities, Inc., 2.3%, dated 6/30/2008, to be repurchased at $30,218,696 on 7/1/2008 (e)

30,216,765

30,216,765

Lehman Brothers, Inc., 2.5%, dated 6/30/2008, to be repurchased at $33,082,896 on 7/1/2008 (f)

33,080,599

33,080,599

Merrill Lynch Government Securities, Inc., 1.45%, dated 6/30/2008, to be repurchased at $10,087,903 on 7/1/2008 (g)

10,087,497

10,087,497

Total Repurchase Agreements (Cost $199,557,866)

199,557,866

 

% of Net Assets

Value ($)

 

 

Total Investment Portfolio (Cost $34,500,615,820) +

100.4

34,500,615,820

Other Assets and Liabilities, Net

(0.4)

(137,725,458)

Net Assets

100.0

34,362,890,362

* Floating rate notes are securities whose yields vary with a designated market index or market rate, such as the coupon-equivalent of the US Treasury bill rate. These securities are shown at their current rate as of June 30, 2008.
** Annualized yield at time of purchase; not a coupon rate.
*** Variable rate demand notes are securities whose interest rates are reset periodically at market levels. These securities are often payable on demand and are shown at their current rates as of June 30, 2008.
+ The cost for federal income tax purposes was $34,500,615,820.
(a) Reset date; not a maturity date.
(b) Security incorporates a letter of credit from a major bank.
(c) Collateralized by:

Principal Amount ($)

Security

Rate (%)

Maturity Date

Collateral Value ($)

9,502,722

Federal Home Loan Mortgage Corp.

5.5

5/1/2038

9,407,472

100,947,729

Federal National Mortgage Association

5.5

2/1/2038-6/1/2038

99,950,724

Total Collateral Value

$ 109,358,196

(d) Collateralized by $40,120,000 US Treasury STRIPS , maturing on 11/15/2022 with a value of $20,402,224.
(e) Collateralized by $121,527,039 Federal National Mortgage Association-Interest Only, with various coupon rates from 4.5-5.5%, with various maturities of 3/1/2020-5/25/2037 with a value of $31,123,499.
(f) Collateralized by $32,963,523 Federal Home Loan Mortgage Corp., with various coupon rates from 5.707-6.675%, with various maturities of 10/1/2036-11/1/2037 with a value of $33,743,909.
(g) Collateralized by $24,317,000, US Treasury STRIPS, with various maturities of 11/15/2014-5/15/2037 with a value of $10,289,321.

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

Interest Only: Interest Only (IO) bonds represent the "interest only" portion of payments on a pool of underlying mortgages or mortgage-backed securities. IO securities are subject to prepayment risk of the pool of underlying mortgages.

STRIPS: Separate Trading of Registered Interest and Principal Securities.

Fair Value Measurements

The following is a summary of the inputs used as of June 30, 2008 in valuing the Fund's assets carried at fair value. The inputs or methodology used for valuing securities may not be an indication of the risk associated with investing in those securities. For example, securities held by a money market fund are generally high quality and liquid; however, they are reflected as Level 2 because the securities are valued at amortized cost (which approximates fair value) and, accordingly, the inputs used to determine fair value are not quoted prices in an active market. For information on the Fund's policy regarding the valuation of investments and of the valuation inputs, and their aggregate levels used in the table below, please refer to the Security Valuation section in the accompanying Notes to the Financial Statements.

Valuation Inputs

Investments in Securities at Value

Level 1 — Quoted Prices

$ —

Level 2 — Other Significant Observable Inputs

34,500,615,820

Level 3 — Significant Unobservable Inputs

Total

$ 34,500,615,820

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

Financial Statements

Statement of Assets and Liabilities as of June 30, 2008 (Unaudited)

Assets

Investments in securities, valued at amortized cost

$ 34,500,615,820

Cash

2,351,625

Receivable for investments sold

127,936

Interest receivable

79,041,849

Other assets

618,716

Total assets

34,582,755,946

Liabilities

Payable for investments purchased

216,349,825

Accrued advisory fee

2,586,769

Other accrued expenses and payables

928,990

Total liabilities

219,865,584

Net assets, at value

$ 34,362,890,362

Statement of Operations for the six months ended June 30, 2008 (Unaudited)

Investment Income

Income:
Interest

$ 603,721,059

Expenses:
Advisory fee

21,614,856

Administration fee

5,221,900

Custodian fee

495,601

Professional fees

133,052

Trustees' fees and expenses

739,052

Other

500,101

Total expenses before expense reductions

28,704,562

Expense reductions

(6,766,264)

Total expenses after expense reductions

21,938,298

Net investment income

581,782,761

Net realized gain (loss)

5,334,621

Net increase (decrease) in net assets resulting from operations

$ 587,117,382

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

Statement of Changes in Net Assets

Increase (Decrease) in Net Assets

Six Months Ended June 30, 2008 (Unaudited)

Year Ended December 31, 2007

Operations:
Net investment income

$ 581,782,761

$ 1,079,019,089

Net realized gain (loss)

5,334,621

840,140

Net increase (decrease) in net assets resulting from operations

587,117,382

1,079,859,229

Capital transaction in shares of beneficial interest:
Proceeds from capital invested

198,436,244,564

284,201,163,257

Value of capital withdrawn

(198,399,522,730)

(260,418,815,249)

Net increase (decrease) in net assets from capital transactions in shares of beneficial interest

36,721,834

23,782,348,008

Increase (decrease) in net assets

623,839,216

24,862,207,237

Net assets at beginning of period

33,739,051,146

8,876,843,909

Net assets at end of period

$ 34,362,890,362

$ 33,739,051,146

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

Financial Highlights

Years Ended December 31,

2008 a

2007

2006

2005

2004

2003

Ratios to Average Net Assets and Supplemental Data

Net assets, end of period ($ millions)

34,363

33,739

8,877

9,931

9,812

12,550

Ratio of expenses before expense reductions (%)

.16 *

.17

.20

.21

.21

.21

Ratio of expenses after expense reductions (%)

.13 *

.14

.18

.18

.18

.18

Ratio of net investment income (%)

3.33 *

5.14

4.83

3.08

1.22

1.04

Total Return (%) b,c

1.67 **

5.31

4.97

3.15

1.26

1.06

a For the six months ended June 30, 2008 (Unaudited).
b Total return would have been lower had certain expenses not been reduced.
c Total return for the Portfolio was derived from the performance of Cash Reserves Fund Institutional.
* Annualized
** Not annualized

Notes to Financial Statements (Unaudited)

A. Significant Accounting Policies

Cash Management Portfolio (the ``Portfolio'') is registered under the Investment Company Act of 1940, as amended (the ``1940 Act''), as an open-end management investment company organized as a New York business trust.

The Portfolio's financial statements are prepared in accordance with accounting principles generally accepted in the United States of America which require the use of management estimates. Actual results could differ from those estimates. The policies described below are followed consistently by the Portfolio in the preparation of its financial statements.

Security Valuation. The Portfolio's securities are valued utilizing the amortized cost method permitted in accordance with Rule 2a-7 under the 1940 Act and certain conditions therein. Under this method, which does not take into account unrealized capital gains or losses on securities, an instrument is initially valued at its cost and thereafter assumes a constant accretion/amortization rate to maturity of any discount or premium.

Investments in open-end investment companies are valued at their net asset value each business day.

The Portfolio adopted Financial Accounting Standards Board Statement of Financial Accounting Standards No. 157, Fair Value Measurements ("FAS 157"), which governs the application of generally accepted accounting principles that require fair value measurements of the Portfolio's assets and liabilities. Fair value is an estimate of the price the Portfolio would receive upon selling a security in a timely transaction to an independent buyer in the principal or most advantageous market of the security. FAS 157 established a three-tier hierarchy to maximize the use of observable market data and minimize the use of unobservable inputs and to establish classification of fair value measurements for disclosure purposes. Inputs refer broadly to the assumptions that market participants would use in pricing the asset or liability, including assumptions about risk, for example, the risk inherent in a particular valuation technique used to measure fair value including such a pricing model and/or the risk inherent in the inputs to the valuation technique. Inputs may be observable or unobservable. Observable inputs are inputs that reflect the assumptions market participants would use in pricing the asset or liability developed based on market data obtained from sources independent of the reporting entity. Unobservable inputs are inputs that reflect the reporting entity's own assumptions about the assumptions market participants would use in pricing the asset or liability developed based on the best information available in the circumstances.

Various inputs are used in determining the value of the Portfolio's investments. These inputs are summarized in the three broad levels as follows:

Level 1 — quoted prices in active markets for identical securities

Level 2 — other significant observable inputs (including quoted prices for similar securities, interest rates, prepayment speeds, credit risk, etc.)

Level 3 — significant unobservable inputs (including the Portfolio's own assumptions in determining the fair value of investments)

For Level 1 inputs, the Portfolio uses unadjusted quoted prices in active markets for assets or liabilities with sufficient frequency and volume to provide pricing information as the most reliable evidence of fair value. The Portfolio's Level 2 valuation techniques include inputs other than quoted prices within Level 1 that are observable for an asset or liability, either directly or indirectly. Level 2 observable inputs may include quoted prices for similar assets and liabilities in active markets or quoted prices for identical or similar assets or liabilities in markets that are not active in which there are few transactions, the prices are not current, or price quotations vary substantially over time or among market participants. Inputs that are observable for the asset or liability in Level 2 include such factors as interest rates, yield curves, prepayment speeds, credit risk, and default rates for similar liabilities. For Level 3 valuation techniques, the Portfolio uses unobservable inputs that reflect assumptions market participants would be expected to use in pricing the asset or liability. Unobservable inputs are used to measure fair value to the extent that observable inputs are not available and are developed based on the best information available under the circumstances. In developing unobservable inputs, market participant assumptions are used if they are reasonably available without undue cost and effort.

The Portfolio may record changes to valuations based on the amount that might reasonably be expected to receive for a security upon its current sale consistent with the fair value measurement objective. Each determination is based on a consideration of all relevant factors, which are likely to vary from one pricing context to another. Examples of such factors may include, but are not limited to the type of the security, the existence of any contractual restrictions on the security's disposition, the price and extent of public trading in similar securities of the issue or of comparable companies, quotations or evaluated prices from broker-dealers and/or pricing services, information obtained from the issuer, analysts, and/or the appropriate stock exchange (for exchange-traded securities), an analysis of the company's financial statements, an evaluation of the forces that influence the issuer and the market(s) in which the security is purchased and sold, and with respect to debt securities, the maturity, coupon, creditworthiness, currency denomination, and the movement of the market in which the security is normally traded. Because of the inherent uncertainties of valuation, the values reflected in the financial statements may materially differ from the value determined upon sale of those investments.

Repurchase Agreements. The Portfolio may enter into repurchase agreements with certain banks and broker/dealers whereby the Portfolio, through its custodian or sub-custodian bank, receives delivery of the underlying securities, the amount of which at the time of purchase and each subsequent business day is required to be maintained at such a level that the value is equal to at least the principal amount of the repurchase price plus accrued interest. The custodian bank holds the collateral in a separate account until the agreement matures. If the value of the securities falls below the principal amount of the repurchase agreement plus accrued interest, the financial institution deposits additional collateral by the following business day. If the financial institution either fails to deposit the required additional collateral or fails to repurchase the securities as agreed, the Portfolio has the right to sell the securities and recover any resulting loss from the financial institution. If the financial institution enters into bankruptcy, the Portfolio's claims on the collateral may be subject to legal proceedings.

Federal Income Taxes. The Portfolio is considered a Partnership under the Internal Revenue Code, as amended. Therefore, no federal income tax provision is necessary.

The Portfolio has reviewed the tax positions for the open tax years as of December 31, 2007 and has determined that no provision for income tax is required in the Portfolio's financial statements. The Portfolio's federal tax returns for the prior three fiscal years remain subject to examination by the Internal Revenue Service.

Contingencies. In the normal course of business, the Portfolio may enter into contracts with service providers that contain general indemnification clauses. The Portfolio's maximum exposure under these arrangements is unknown as this would involve future claims that may be made against the Portfolio that have not yet been made. However, based on experience, the Portfolio expects the risk of loss to be remote.

Other. Investment transactions are accounted for on trade date. Interest income is recorded on the accrual basis. Distributions of income and capital gains from investment companies are recorded on the ex-dividend date. Realized gains and losses from investment transactions are recorded on an identified cost basis. All discounts and premiums are accreted/amortized for both tax and financial reporting purposes.

The Portfolio makes a daily allocation of its net investment income and realized gains and losses from securities transactions to its investors in proportion to their investment in the Portfolio.

B. Fees and Transactions with Affiliates

Deutsche Investment Management Americas Inc. ("DIMA" or the "Advisor"), an indirect, wholly owned subsidiary of Deutsche Bank AG, and the Advisor for the master portfolio.

Under the Advisor Agreement, the Portfolio pays the Advisor a monthly advisory fee based on its average daily net assets, computed and accrued daily and payable monthly, at the following annual rates:

First $3.0 billion of the Portfolio's average daily net assets

.150%

Next $4.5 billion of such net assets

.133%

Over $7.5 billion of such net assets

.120%

For the period from January 1, 2008 through July 29, 2010, the Advisor has contractually agreed to reimburse or pay certain operating expenses at 0.15% of the Portfolio's average daily net assets (excluding certain expenses such as extraordinary expenses, taxes, brokerage and interest).

For the period from January 1, 2008 through February 4, 2008, the Advisor had voluntarily agreed to maintain total operating expenses at 0.11% of the Portfolio's average daily net assets (excluding certain expenses such as extraordinary expenses, taxes, brokerage and interest). For the period from February 5, 2008 through June 30, 2008, the Advisor has voluntarily agreed to maintain total operating expenses at 0.13% of its average daily net assets (excluding certain expenses such as extraordinary expenses, taxes, brokerage and interest). The amount of the waiver and whether the Advisor and Administrator waive a portion of its fee may vary at any time without notice to shareholders.

Accordingly, for the six months ended June 30, 2008, the Portfolio incurred an advisory fee equivalent to the following annualized effective rate of the Portfolio's average daily net assets:

 

Total Aggregated

Waived

Annualized Effective Rate

Cash Management Portfolio

$ 21,614,856

$ 6,477,774

.09%

Administration Fee. Pursuant to an Administrative Services Agreement with the Advisor, the Advisor provides most administrative services to the Portfolio. For all services provided under the Administrative Services Agreement, the Portfolio pays the Advisor an annual fee ("Administration fee") of 0.03% of the Portfolio's average daily net assets, computed and accrued daily and payable monthly. For the six months ended June 30, 2008, the Advisor received an Administration fee of $5,221,900, of which $909,644 is unpaid.

Trustees'/Directors' Fees and Expenses. The Portfolio paid each Trustee/Director not affiliated with the Advisor retainer fees plus specified amounts for various committee services and for the Board Chairperson and Vice Chairperson.

In connection with the Board consolidation on April 1, 2008, of the two DWS Portfolios' Boards of Trustees/Directors, certain Independent Board Members retired prior to their normal retirement date and received a one-time retirement benefit. DIMA has agreed to reimburse the Portfolios for the cost of this benefit. During the period ended June 30, 2008, the Portfolio paid its allocated portion of the retirement benefit of $182,019 to the non-continuing Independent Board Members, and the Portfolio was reimbursed by DIMA for this payment.

C. Fee Reductions

The Portfolio has entered into an arrangement with its custodian whereby credits realized as a result of uninvested cash balances are used to reduce a portion of the Portfolio's custodian expenses. During the six months ended June 30, 2008, the Portfolio's custodian fee was reduced by $106,471 for custody credits earned.

D. Line of Credit

The Portfolio and other affiliated funds (the "Participants") share in a $490 million revolving credit facility provided by a syndication of banks. The Portfolio may borrow for temporary or emergency purposes, including the meeting of redemption requests that otherwise might require the untimely disposition of securities. The Participants are charged an annual commitment fee which is allocated based on net assets, among each of the Participants. Interest is calculated at the Federal Portfolios Rate plus 0.35 percent. The Portfolio may borrow up to a maximum of 5 percent of its net assets under the agreement.

Other Information

Portfolio of Investments

Following the fund's fiscal first and third quarter-end, a complete portfolio holdings listing is filed with the SEC on Form N-Q. The form will be available on the SEC's Web site at www.sec.gov, and it also may be reviewed and copied at the SEC's Public Reference Room in Washington, DC. Information on the operation of the SEC's Public Reference Room may be obtained by calling (800) SEC-0330.

Summary of Management Fee Evaluation by Independent Fee Consultant

October 26, 2007

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

Qualifications

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

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

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

Evaluation of Fees for each DWS Scudder Fund

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

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

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

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

Fees and Expenses Compared with Other Funds

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

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

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

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

DeAM's Fees for Similar Services to Others

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

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

Costs and Profit Margins

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

Economies of Scale

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

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

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

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

Quality of Service — Performance

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

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

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

Complex-Level Considerations

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

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

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

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

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

Findings

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

MMTPPR_M0
Thomas H. Mack

Account Management Resources

 

For More Information

The automated telephone system allows you to access personalized account information and obtain information on other DWS funds using either your voice or your telephone keypad. Certain account types within Class S also have the ability to purchase, exchange or redeem shares using this system.
For more information, contact your financial advisor. You may also access our automated telephone system or speak with a DWS Investments representative by calling the appropriate number below:

For shareholders of Class S:

(800) 728-3337

Web Site

www.dws-investments.com

View your account transactions and balances, trade shares, monitor your asset allocation, and change your address, 24 hours a day.
Obtain prospectuses and applications, blank forms, interactive worksheets, news about DWS funds, subscription to fund updates by e-mail, retirement planning information, and more.

Written Correspondence

DWS Investments

PO Box 219151
Kansas City, MO 64121-9151

Proxy Voting

The fund's policies and procedures for voting proxies for portfolio securities and information about how the fund voted proxies related to its portfolio securities during the 12-month period ended June 30 are available on our Web site — www.dws-investments.com (click on "proxy voting"at the bottom of the page) — or on the SEC's Web site — www.sec.gov. To obtain a written copy of the fund's policies and procedures without charge, upon request, call us toll free at (800) 621-1048.

Principal Underwriter

If you have questions, comments or complaints, contact:

DWS Investments Distributors, Inc.

222 South Riverside Plaza
Chicago, IL 60606-5808

(800) 621-1148

 

Prime Reserve Shares
Class S

Premium Shares
Class S

Nasdaq Symbol

SCRXX
SPMXX

Fund Number

2309
2402

Privacy Statement

This privacy statement is issued by DWS Investments Distributors, Inc., Deutsche Investment Management Americas Inc., DeAM Investor Services, Inc., DWS Trust Company and the DWS Funds.

We never sell customer lists or individual client information. We consider privacy fundamental to our client relationships and adhere to the policies and practices described below to protect current and former clients' information. Internal policies are in place to protect confidentiality, while allowing client needs to be served. Only individuals who need to do so in carrying out their job responsibilities may access client information. We maintain physical, electronic and procedural safeguards that comply with federal and state standards to protect confidentiality. These safeguards extend to all forms of interaction with us, including the Internet.

In the normal course of business, clients give us nonpublic personal information on applications and other forms, on our Web sites, and through transactions with us or our affiliates. Examples of the nonpublic personal information collected are name, address, Social Security number and transaction and balance information. To be able to serve our clients, certain of this client information is shared with affiliated and nonaffiliated third-party service providers such as transfer agents, custodians, and broker-dealers to assist us in processing transactions and servicing your account with us. In addition, we may disclose all of the information we collect to companies that perform marketing services on our behalf or to other financial institutions with which we have joint marketing agreements. The organizations described above that receive client information may only use it for the purpose designated by the DWS Investments Companies listed in the first paragraph of this Privacy Statement.

We may also disclose nonpublic personal information about you to other parties as required or permitted by law. For example, we are required or we may provide information to government entities or regulatory bodies in response to requests for information or subpoenas, to private litigants in certain circumstances, to law enforcement authorities, or any time we believe it necessary to protect the firm.

Questions on this policy may be sent to:

DWS Investments
Attention: Correspondence — Chicago
P.O. Box 219415
Kansas City, MO 64121-9415

September 2007

MMTPPR_NOTESBLANK0 Notes

MMTPPR_BACKCOVER0


 

ITEM 2.

CODE OF ETHICS

 

 

 

Not applicable.

 

 

ITEM 3.

AUDIT COMMITTEE FINANCIAL EXPERT

 

 

 

Not applicable.

 

 

ITEM 4.

PRINCIPAL ACCOUNTANT FEES AND SERVICES

 

 

 

Not applicable.

 

ITEM 5.

AUDIT COMMITTEE OF LISTED REGISTRANTS

 

 

 

Not Applicable

 

 

ITEM 6.

SCHEDULE OF INVESTMENTS

 

 

 

Not Applicable

 

 

ITEM 7.

DISCLOSURE OF PROXY VOTING POLICIES AND PROCEDURES FOR CLOSED-END MANAGEMENT INVESTMENT COMPANIES

 

 

 

Not applicable.

 

 

ITEM 8.

PORTFOLIO MANAGERS OF CLOSED-END MANAGEMENT INVESTMENT COMPANIES

 

 

 

Not applicable.

 

ITEM 9.

PURCHASES OF EQUITY SECURITIES BY CLOSED-END MANAGEMENT INVESTMENT COMPANY AND AFFILIATED PURCHASERS

 

 

 

Not Applicable.

 

ITEM 10.

SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

 

 

 

The primary function of the Nominating and Governance Committee is to identify and recommend individuals for membership on the Board and oversee the administration of the Board Governance Guidelines. Shareholders may recommend candidates for Board positions by forwarding their correspondence by U.S. mail or courier service to Chairman of the Board, P.O. Box 100176, Cape Coral, FL 33910.

 

 

ITEM 11.

CONTROLS AND PROCEDURES

 

 

 

(a)        The Chief Executive and Financial Officers concluded that the Registrant’s Disclosure Controls and Procedures are effective based on the evaluation of the Disclosure Controls and Procedures as of a date within 90 days of the filing date of this report.

 

 

 

(b)        There have been no changes in the registrant’s internal control over financial reporting that occurred during the second fiscal quarter of the period covered by this report that has materially affected, or is reasonably likely to materially affect, the registrant’s internal controls over financial reporting.

 

 

 


 

ITEM 12.

EXHIBITS

 

 

 

(a)(1)   Certification pursuant to Rule 30a-2(a) under the Investment Company Act of 1940 (17 CFR 270.30a-2(a)) is filed and attached hereto as Exhibit 99.CERT.

 

 

 

(b)       Certification pursuant to Rule 30a-2(b) under the Investment Company Act of 1940 (17 CFR 270.30a-2(b)) is furnished and attached hereto as Exhibit 99.906CERT.

 

 

 

 


Form N-CSRS Item F

 

SIGNATURES

 

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

 

Registrant:

DWS Money Market Series (Premium Class S, Prime Reserve Class S), a series of DWS Money Market Trust

 

By:

/s/Michael G. Clark

 

Michael G. Clark

President

 

Date:

August 26, 2008

 

 

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

 

Registrant:

DWS Money Market Series (Premium Class S, Prime Reserve Class S), a series of DWS Money Market Trust

 

By:

/s/Michael G. Clark

 

Michael G. Clark

President

 

Date:

August 26, 2008

 

 

By:

/s/Paul Schubert

 

Paul Schubert

Chief Financial Officer and Treasurer

 

Date:

August 26, 2008

 

 

 

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