Edgar Filing: DWS MUNICIPAL INCOME TRUST

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

SCHEDULE 14A

INFORMATION REQUIRED IN PROXY STATEMENT
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DWS Municipal Income Trust
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SEC 1913 (02-02)

DWS HIGH INCOME TRUST
DWS MULTI-MARKET INCOME TRUST
DWS MUNICIPAL INCOME TRUST
DWS STRATEGIC MUNICIPAL INCOME TRUST
DWS STRATEGIC INCOME TRUST
222 SOUTH RIVERSIDE PLAZA
CHICAGO, ILLINOIS 60606

NOTICE OF JOINT ANNUAL MEETING OF SHAREHOLDERS
MAY 25, 2006 AND PROXY STATEMENT

April 13, 2006

To the Shareholders:

You are invited to attend a joint annual meeting of the shareholders of DWS High
Income Trust ("KHI"), DWS Multi-Market Income Trust ("KMM"), DWS Municipal
Income Trust ("KTF"), DWS Strategic Municipal Income Trust ("KSM") and DWS
Strategic Income Trust ("KST") (individually, a "Fund" and collectively, the
"Funds"). The meeting will be held at the offices of Deutsche Investment
Management Americas Inc. ("DeIM" or the "Advisor"), 345 Park Avenue, New York,
New York 10154, on Thursday, May 25, 2006 at 11:00 a.m. Eastern time, to
consider the following proposal (the "Proposal") and to transact such other
business, if any, as may properly come before the meeting:

1. To elect Trustees to the Board of each Fund as outlined below:

(a) For KHI, KMM and KST only, to elect nine Trustees to the Board of each
Fund; and

(b) For KTF and KSM only, to elect nine Trustees to the Board of each Fund,
with seven Trustees to be elected by the holders of Preferred and Common
Shares voting together and two Trustees to be elected by holders of the
Preferred Shares only.

The Board of each Fund has fixed the close of business on March 31, 2006 as the
record date (the "Record Date") for determining the shareholders of each Fund
entitled to notice of and to vote at the meeting or any adjournments or
postponements thereof. Shareholders are entitled to one vote for each share
held.

THE BOARD OF EACH FUND RECOMMENDS THAT YOU VOTE FOR THE ELECTION OF THE TRUSTEES

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PLEASE INDICATE YOUR VOTING INSTRUCTIONS ON THE ENCLOSED PROXY CARD. SIGN, DATE
AND RETURN YOUR PROXY CARD IN THE ENVELOPE PROVIDED. TO SAVE YOUR FUND THE COST
OF ADDITIONAL SOLICITATIONS, PLEASE MAIL YOUR PROXY CARD. IF YOU WISH TO ATTEND
THE MEETING AND VOTE YOUR SHARES IN PERSON AT THAT TIME, YOU WILL STILL BE ABLE
TO DO SO.
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The accompanying proxy is solicited by the Board of each Fund for voting at the
joint annual meeting of shareholders to be held on May 25, 2006, and at any and
all postponements or adjournments thereof (the "Meeting"). The shareholders of
each Fund will vote separately on the Proposal. This proxy statement was first
mailed to shareholders on or about April 17, 2006.

The Board of each Fund recommends shareholders vote FOR the election of the
Trustees. The vote required to elect the Trustees to the Board of each Fund is
described under "Miscellaneous."

The Board of each Fund has fixed the close of business on March 31, 2006 as the
Record Date for the determination of shareholders entitled to notice of and to
vote at the Meeting. As of the Record Date, shares of the Funds were issued and
outstanding as follows:

FUND SHARES
---- ------

KHI...................................................... 32,010,104.64
KMM...................................................... 20,518,782.98
KTF
Common................................................. 38,987,501.72
Preferred.............................................. 53,000.00
KSM
Common................................................. 10,927,928.42
Preferred.............................................. 2,800.00
KST...................................................... 3,489,444.59

KTF AND KSM ONLY. Pursuant to the Amended and Restated Agreement and Declaration
of Trust of each Fund, the Boards may authorize separate classes of shares of
beneficial interest. The Board of each Fund has authorized, and each Fund has
issued, common shares of beneficial interest (the "Common Shares") and preferred
shares of beneficial interest (the "Preferred Shares"). The Common Shares and
the Preferred Shares have different powers, rights, preferences and privileges,
qualifications, limitations and restrictions with respect to, among other
things, dividends, liquidation, redemption and voting as more fully set forth in
the Certificate of Designation for Preferred Shares that established the

Preferred Shares. For KTF, the Common Shares were first issued on October 20,
1988 and the Preferred Shares were first issued on July 24, 1989 (Series A, B, C
and D) and November 24, 1999 (Series E). For KSM, the Common Shares were first
issued on March 22, 1989 and the Preferred Shares were first issued on September
21, 1999. At the Meeting, the holders of the Preferred Shares, voting as a
separate class, are entitled to elect two Trustees, and the holders of the
Common Shares and the Preferred Shares, voting together as a single class, are
entitled to elect the seven remaining Trustees.

The following table identifies the Funds entitled to vote on the Proposal.

PROPOSAL PAGE
-------- ----

1.a. To elect nine Trustees to the Board of the Fund
KHI, KMM and KST............................................ 3
1.b. To elect nine Trustees to the Board of the Fund with seven
Trustees to be elected by the holders of Preferred and
Common Shares voting together and two Trustees to be elected
by holders of the Preferred Shares only
KTF and KSM................................................. 3

ELECTION OF TRUSTEES TO THE BOARDS

THE BOARD OF EACH FUND RECOMMENDS THAT YOU VOTE FOR THE ELECTION OF THE NOMINEES
NAMED BELOW.

At the Meeting, shareholders of each Fund will be asked to elect nine
individuals to constitute the Board of Trustees of each Fund. Board members are
elected annually pursuant to each Trust's Declaration of Trust and By-Laws. The
nine individuals nominated for election as Trustees of each Fund were nominated
after careful consideration by each Fund's present Board of Trustees. The
nominees are listed below. Eight of the nine nominees are currently Trustees of
each Fund and are currently trustees or directors of other funds advised by
DeIM. Each Board currently has one vacancy. All the nominees except Mr.
Schwarzer were last elected to each Board at the previous joint annual meeting
of shareholders. Mr. Schwarzer will be standing for election for the first time.
He is a senior executive officer of DeIM and is an "interested person" (an
"Interested Person") of the Funds within the meaning of the Investment Company
Act of 1940, as amended (the "1940 Act"), due to the fact that he is an officer
of the Advisor. He is referred to as an "Interested Nominee." Each of the
remaining eight nominees is not an Interested Person of the Advisor or the Funds
within the meaning of the 1940 Act and is referred to as a "Non-interested
Trustee" or "Independent Trustee". Except for Mr. Wadsworth, the Independent
Trustees currently oversee 71 fund portfolios in the DWS Fund Complex; Mr.
Wadsworth currently oversees 74 fund portfolios in the DWS Fund

Complex. The Independent Trustees are often referred to as the "Chicago Board."

The persons named as proxies on the enclosed proxy card(s) will vote for the
election of all the nominees (as to each relevant Fund) unless authority to vote
for any or all of the nominees is withheld in the proxy. Each Trustee so elected
will serve as a Trustee of the respective Fund until the next meeting of
shareholders, if any, called for the purpose of electing Trustees and until the
election and qualification of a successor or until such Trustee sooner dies,
resigns or is removed as provided in the organizational documents of each Fund.

KTF AND KSM ONLY. As indicated above, holders of the Preferred Shares are
entitled to elect two Trustees. Messrs. Schwarzer and Wadsworth are nominees for
election by holders of the Preferred Shares of each Fund. In addition, seven
other Trustees are to be elected by holders of the Common Shares and the
Preferred Shares, voting together as a single class. Ms. Peterson and Messrs.
Ballantine, Dunaway, Edgar, Freeman, Hoffman and McClayton are nominees for
election by all shareholders.

All the nominees listed below have consented to serve as Trustees of the
respective Funds, if elected. In case any nominee shall be unable or shall fail
to act as a Trustee by virtue of an unexpected occurrence, persons named as
proxies will vote in their discretion for such other nominee or nominees as the
current Trustees may recommend. The following table presents certain information
about the nominees as of December 31, 2005. Each nominee's year of birth is set
forth in parentheses after his or her name. Unless otherwise noted, each nominee
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. The
mailing address for each nominee except Mr. Schwarzer is c/o Deutsche Investment
Management Americas Inc., 222 South Riverside Plaza, Chicago, Illinois 60606.
The mailing address for Mr. Schwarzer is 345 Park Avenue, New York, New York
10154.

NOMINEES FOR ELECTION AS TRUSTEES

NON-INTERESTED TRUSTEES

NAME, YEAR OF BIRTH, NUMBER OF FUNDS
POSITION(S) HELD WITH IN DWS FUND
THE FUND AND LENGTH OF PRINCIPAL OCCUPATION(S) DURING PAST 5 COMPLEX
TIME SERVED(1) YEARS AND OTHER DIRECTORSHIPS HELD OVERSEEN
---------------------- ------------------------------------- ---------------

SHIRLEY D. PETERSON Retired; formerly, President, Hood 71
(1941) College (1995-2000); prior thereto,
Chairperson since 2004, Partner, Steptoe & Johnson (law
and Trustee, firm); Commissioner, Internal Revenue
1995-present Service; Assistant Attorney General
(Tax), US Department of Justice.
Directorships: Federal Mogul Corp.
(supplier of automotive components
and subsystems); AK Steel (steel
production); Goodyear Tire & Rubber
Co. (April 2004-present); Champion
Enterprises, Inc. (manufactured home
building); Wolverine World Wide, Inc.
(designer, manufacturer and marketer
of footwear) (April 2005-present);
Trustee, Bryn Mawr College. Former
Directorship: Bethlehem Steel Corp.
JOHN W. BALLANTINE Retired; formerly, Executive Vice 71
(1946) President and Chief Risk Management
Trustee, 1999-present Officer, First Chicago NBD
Corporation/The First National Bank
of Chicago (1996-1998); Executive
Vice President and Head of
International Banking (1995-1996).
Directorships: First Oak Brook
Bancshares, Inc.; Oak Brook Bank;
Healthways Inc. (provider of disease
and care management services);
Portland General Electric (utility
company)
DONALD L. DUNAWAY Retired; formerly, Executive Vice 71
(1937) President, A. O. Smith Corporation
Trustee, 1980-present (diversified manufacturer)
(1963-1994)
JAMES R. EDGAR (1946) Distinguished Fellow, University of 71
Trustee, 1999-present Illinois, Institute of Government and
Public Affairs (1999-present);
formerly, Governor, State of Illinois
(1991-1999). Directorships: Kemper
Insurance Companies; John B.
Sanfilippo & Son, Inc.
(processor/packager/marketer of nuts,
snacks and candy products); Horizon
Group Properties, Inc.; Youbet.com
(online wagering platform);
Alberto-Culver Company (manufactures,
distributes and markets health and
beauty care products)

PAUL K. FREEMAN (1950) President, Cook Street Holdings 71
Trustee, 2002-present (consulting); Consultant, World
Bank/Inter-American Development Bank;
formerly, Project Leader,
International Institute for Applied
Systems Analysis (1998-2001); Chief
Executive Officer, The Eric Group,
Inc. (environmental insurance)
(1986-1998)
ROBERT B. HOFFMAN Retired; formerly, Chairman, 71
(1936) Harnischfeger Industries, Inc.
Trustee, 1981-present (machinery for the mining and paper
industries) (1999-2000); prior
thereto, Vice Chairman and Chief
Financial Officer, Monsanto Company
(agricultural, pharmaceutical and
nutritional/food products)
(1994-1999). Directorship: RCP
Advisors, LLC (a private equity
investment advisory firm)
WILLIAM MCCLAYTON Managing Director of Finance and 71
(1944) Administration, DiamondCluster
Trustee, 2004-present International, Inc. (global
management consulting firm)
(2001-present); formerly, Partner,
Arthur Andersen LLP (1986-2001).
Formerly Trustee, Ravinia Festival;
Board of Managers, YMCA of
Metropolitan Chicago
ROBERT H. WADSWORTH President, Robert H. Wadsworth & 74
(1940) Associates, Inc. (consulting firm)
Trustee, 2004-present (1983 to present). Director, The
European Equity Fund, Inc. (since
1986), The New Germany Fund, Inc.
(since 1992), The Central Europe and
Russia Fund, Inc. (since 1990).
Formerly, Trustee of New York Board
Scudder Funds; President and Trustee,
Trust for Investment Managers
(registered investment company)
(1999-2002); President, Investment
Company Administration, L.L.C.
(1992*-2001); President, Treasurer
and Director, First Fund
Distributors, Inc. (June 1990-
January 2002); Vice President,
Professionally Managed Portfolios
(May 1991-January 2002) and Advisors
Series Trust (October 1996-January
2002) (registered investment
companies)

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* Inception date of the corporation which was the predecessor to the L.L.C.

INTERESTED NOMINEE(2)

AXEL SCHWARZER (1958) Managing Director, Deutsche Asset 0
None Management; Head of Deutsche Asset
Management Americas; CEO of DWS
Scudder; formerly, board member of
DWS Investments, Germany (1999-
2005); formerly, Head of Sales and
Product Management for the Retail and
Private Banking Division of Deutsche
Bank in Germany (1997-1999);
formerly, various strategic and
operational positions for Deutsche
Bank Germany Retail and Private
Banking Division in the field of
investment funds, tax driven
instruments and asset management for
corporations (1989-1996)

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(1) Length of time served represents the date that each Trustee was first
elected to the common board of directors/trustees which oversees a number of
investment companies, including the Funds, managed by the Advisor. As of
December 31, 2005, each Independent Trustee other than Mr. Wadsworth served
on the boards of 22 trusts/corporations comprised of 71 funds. Mr. Wadsworth
served on the boards of 24 trusts/corporations comprised of 74 funds.

(2) As a result of his position with the Advisor, Mr. Schwarzer is considered an
"interested person" of the Funds within the meaning of the 1940 Act.

As of December 31, 2005, none of the Non-interested Trustees owned securities
beneficially of the Advisor, or any person directly or indirectly controlling,
controlled by or under common control with the Advisor.

RESPONSIBILITIES OF THE BOARD OF TRUSTEES - BOARD AND COMMITTEE MEETINGS

The primary responsibility of each Board is to represent the interests of the
shareholders of the Funds and to provide oversight of the management of the
Funds. Each Board proposed for election at the Meeting is comprised of one
individual who would be an Interested Trustee, and eight individuals who would
be Independent Trustees. SEC rules currently require a majority of the board
members of a fund to be "independent" if the fund takes advantage of certain
exemptive rules under the 1940 Act. If the proposed Board of Trustees is
approved by shareholders, 89% will be Independent Trustees. Each of the nominees
that will be considered an Independent Trustee, if elected, has been selected
and nominated solely by the current Independent Trustees of each Fund.

Each Board meets multiple times during the year to review the investment
performance of each Fund and other operational matters, including regulatory and
compliance related policies and procedures. Furthermore, the Independent
Trustees review the fees paid to the Advisor and its affiliates for investment
advisory services and other services. Each Board has adopted specific policies
and guidelines that, among other things, seek to further enhance the
effectiveness of the Independent Trustees in performing their duties. For
example, the Independent Trustees select independent legal counsel to work with
them in reviewing fees, advisory and other contracts and overseeing fund
matters, and regularly meet privately with their counsel.

During fiscal year 2005, the Board of each Fund met nine times. Each Trustee
attended at least 75% of the respective meetings of the Board and the Committees
(if a member thereof) held during calendar year 2005.

Each Fund has adopted a policy that generally a Trustee or senior officer will
be present at annual shareholder meetings in order to facilitate communication
with shareholders. One Trustee attended the Funds' last annual meeting held on
May 25, 2005.

Each Board has adopted Governance Procedures and Guidelines and has established
a number of Committees, as described below. For each Committee, each Board has
adopted a written charter setting forth the Committee's responsibilities.

AUDIT COMMITTEE

The Audit Committee makes recommendations regarding the selection of the
independent registered public accounting firm for each Fund, confers with the
independent registered public accounting firm regarding each Fund's financial
statements, the results of audits and related matters, reviews and discusses
each Fund's audited financial statements with management and performs such other
tasks as the full Board deems necessary or appropriate. The Committee is
comprised of only Non-interested Trustees who are "independent" as defined in
the New York Stock Exchange ("NYSE") and the Chicago Stock Exchange ("CHX")
listing standards applicable to closed-end funds. The Audit Committee held ten
meetings during fiscal year 2005. A copy of the Audit Committee Charter for each
Fund is attached as Appendix 1 hereto.

For the 2005 fiscal year for each Fund, the Committee reviewed and discussed the
audited financial statements with management. The Committee also discussed with
the independent registered public accounting firm the matters required to be
discussed by Statement on Auditing Standards No. 61 (Communications with Audit
Committees). The Funds' independent registered public accounting firm provided
the Committee the written disclosure required by Independence Standards Board

Standard No. 1 (Independence Discussions with Audit Committees), and the
Committee discussed with representatives of the independent registered public
accounting firm their firm's independence, including the matters described
beginning on page 20. Based on its review of each Fund's financial statements
and discussions with management and the independent registered public accounting
firm and other written disclosure provided by the independent registered public
accounting firm, the Committee recommended to each Board that the audited
financial statements be included in the annual report provided to shareholders
for each Fund's 2005 fiscal year. The current members of the Audit Committee
are:

Donald L. Dunaway (Chair)
Robert B. Hoffman
William McClayton

NOMINATING AND GOVERNANCE COMMITTEE

The Nominating and Governance Committee seeks and reviews candidates for
consideration as nominees for membership on the Board and oversees the
administration of the Governance Procedures and Guidelines. The Committee is
comprised of only Non-interested Trustees who are "independent" as defined in
the NYSE and the CHX listing standards applicable to closed-end funds. The
members of the Nominating and Governance Committee are Shirley D. Peterson
(Chair), James R. Edgar and William McClayton. The Nominating and Governance
Committee held five meetings during fiscal year 2005. Each Fund's Nominating and
Governance Committee is governed by the Nominating and Governance Committee
Charter, a copy of which is attached hereto as Appendix 2.

The Nominating and Governance Committee receives and reviews information on
individuals qualified to be recommended to the full Board as nominees for
election as Trustees, including any recommendations by shareholders.
Shareholders may recommend candidates for Board positions by forwarding their
correspondence by U.S. mail or courier service to the Funds' Secretary for the
attention of the Chairman of the Nominating and Governance Committee, Two
International Place, Boston, Massachusetts 02110-4103. Suggestions for
candidates must include a resume of the candidate.

The Nominating and Governance Committee's principal criterion for selection of
candidates is their ability to carry out the responsibilities of the Board. In
addition, the following factors are taken into consideration: (a) the Board
collectively should represent a broad cross section of backgrounds, functional
disciplines and experience to enable the Board to provide effective oversight of
a Fund's regulatory and business issues, (b) candidates should exhibit high
standards of personal integrity, com-

mitment to representing shareholders and independence of thought and judgment,
and (c) candidates should commit to dedicate sufficient time, energy and
attention to ensure the diligent performance of all duties, including attendance
at meetings of the Board and committees on which the Board member serves and
review in advance of all meeting materials.

CONTRACT REVIEW COMMITTEE

The Contract Review Committee, which consists entirely of Independent Trustees,
oversees the annual contract review process. The members of the Contract Review
Committee are Paul K. Freeman (Chair), John W. Ballantine, Donald L. Dunaway and
Robert B. Hoffman. The Contract Review Committee held two meetings during fiscal
year 2005.

VALUATION COMMITTEE

The Valuation Committee reviews Valuation Procedures adopted by the Board,
determines fair value of the Funds' securities as needed in accordance with the
Valuation Procedures and performs such other tasks as the full Board deems
necessary. Currently, the members of the Valuation Committee are John W.
Ballantine (Chair), Robert H. Wadsworth, Donald L. Dunaway (alternate) and
William McClayton (alternate). The Valuation Committee held three meetings
during fiscal year 2005.

OPERATIONS COMMITTEE

The Operations Committee oversees the operations of the Funds, such as reviewing
each Fund's administrative fees and expenses, portfolio transaction policies,
custody and transfer agency arrangements and shareholder services. The members
of the Operations Committee are John W. Ballantine (Chair), Paul K. Freeman and
Robert H. Wadsworth. The Operations Committee held seven meetings during fiscal
year 2005.

FIXED-INCOME OVERSIGHT COMMITTEE

The Fixed-Income Oversight Committee oversees investment activities of the
Funds, such as investment performance and risk, expenses and services provided
under the investment management agreements. The members of the Fixed-Income
Oversight Committee are Paul K. Freeman (Chair), Donald L. Dunaway and James R.
Edgar. The Fixed-Income Oversight Committee held five meetings during fiscal
year 2005.

SHAREHOLDER COMMUNICATION WITH THE TRUSTEES

The Board of each Fund provides a process for shareholders to send
communications to the Board. (These communications do not include shareholders'
proposals described below under "Miscellaneous -- Pro-

posals of Shareholders.") Correspondence should be sent by U.S. mail or courier
service to the Funds' Secretary, Two International Place, Boston, Massachusetts
02110-4103, who will forward it to the Chairperson of the Board (currently Ms.
Peterson) if addressed to the Board, or to a specific Trustee if addressed to
that Trustee.

COMPENSATION OF TRUSTEES

For the calendar year ended 2005, each Independent Trustee received a monthly
retainer, paid on a quarterly basis, and an attendance fee, plus expenses, for
each Board meeting and Committee meeting attended. Effective January 1, 2006,
each Independent Trustee receives an annual base retainer, paid quarterly, and,
as applicable, an additional annual fixed fee(s) for serving as committee
member, committee chairman and/or as the Independent Board chairman. The
Trustees serve as board members of various other funds advised by the Advisor.
The Advisor supervises the Funds' investments, pays the compensation and
expenses of its personnel who serve as a Trustee or as officers on behalf of the
Funds and receives a management fee for its services.

The Board of Trustees of the Funds established a deferred compensation plan for
the Independent Trustees ("Deferred Compensation Plan"). Under the Deferred
Compensation Plan, the Independent Trustees may defer receipt of all, or a
portion, of the compensation they earn for their services to the Funds, in lieu
of receiving current payments of such compensation. Any deferred amount is
treated as though an equivalent dollar amount has been invested in shares of one
or more funds advised by the Advisor ("Shadow Shares"). Governor Edgar currently
has elected to defer at least a portion of his fees. The equivalent Shadow
Shares are reflected below in the table describing the Trustees' share
ownership. The Independent Trustees are not entitled to benefits under any fund
pension or retirement plan.

The following table shows compensation received by each Independent Trustee from
the Funds and aggregate compensation from the fund complex during the calendar
year 2005.

AGGREGATE
COMPENSATION
FROM DWS FUND
NAME OF TRUSTEE KHI KMM KTF KSM KST COMPLEX(2)(3)(4)
--------------- ------ ------ ------ ------ ------ ----------------

John W. Ballantine..... $3,130 $3,130 $4,260 $2,880 $1,890 $215,150
Donald L. Dunaway...... $3,350 $3,350 $4,560 $3,060 $2,030 $224,660
James R. Edgar(1)...... $2,640 $2,640 $3,590 $2,410 $1,590 $173,790
Paul K. Freeman........ $3,150 $3,150 $4,280 $2,870 $1,890 $215,150
Robert B. Hoffman...... $2,940 $2,940 $4,010 $2,710 $1,780 $187,940
William McClayton...... $2,840 $2,840 $3,870 $2,600 $1,710 $181,180
Shirley D.
Peterson(5).......... $3,040 $3,040 $4,150 $2,760 $1,830 $208,580
Robert H. Wadsworth.... $2,600 $2,600 $3,540 $2,390 $1,560 $224,510

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(1) Includes deferred fees. Pursuant to a Deferred Compensation Plan, as
discussed above, deferred amounts are treated as though an equivalent dollar
amount has been invested in Shadow Shares (as defined above) of funds
managed by the Advisor in which compensation may be deferred by Governor
Edgar. Total deferred fees (including interest thereon and the return from
the assumed investment in the funds managed by the Advisor) payable from the
Funds to Governor Edgar are $13,346, $13,070, $20,547, $12,930 and $8,303
from KHI, KMM, KTF, KSM and KST, respectively.

(2) For each Trustee, except Mr. Wadsworth, total compensation includes
compensation for service on the boards of 31 trusts/corporations comprised
of 85 funds/portfolios. Each Trustee, except Mr. Wadsworth, currently serves
on the boards of 22 trusts/corporations comprised of 71 funds/portfolios.
Mr. Wadsworth currently serves on the boards of 24 trusts/corporations
comprised of 74 funds/portfolios.

(3) Aggregate compensation reflects amounts paid to the Trustees for numerous
special meetings of ad hoc committees of the Chicago Board in connection
with reviewing the Funds' rebranding initiatives to change to the DWS Family
of Funds and with respect to legal and regulatory matters. Such amounts
totaled $15,340 for each of Messrs. Ballantine, Freeman and Ms. Peterson,
$20,510 for Mr. Dunaway and $5,170 for Messrs. Edgar, Hoffman, McClayton and
Wadsworth. These meeting fees were borne by the Advisor.

(4) If the new Independent Trustee compensation structure, effective January 1,
2006, had been in effect for the calendar year 2005, the range of
compensation paid to the Independent Trustees would have been between
$175,000 and $225,000.

(5) Includes $38,010 in annual retainer fees received by Ms. Peterson as
Chairperson of the Board.

Mr. Freeman, prior to his service as an Independent Trustee of the Funds, 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 as trustees 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. ("DAM") agreed to recommend, and, if necessary
obtain, directors and officers

("D&O") liability insurance coverage for the prior board members, including Mr.
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, DAM reserved the right to provide substantially equivalent
protection in the form of an indemnity or financial guarantee from an affiliate
of DAM. 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.

TRUSTEE FUND OWNERSHIP

Under each Fund's Governance Procedures and Guidelines, the Independent Trustees
have established the expectation that within three years of becoming a Trustee,
an Independent Trustee will have invested an amount in those funds he or she
oversees (which shall include amounts held under a deferred fee agreement that
are valued based on "Shadow Shares" in such funds) in the aggregate in excess of
$150,000. An Interested Trustee is also encouraged to own an amount of shares
(based upon his or her own individual judgment) of those funds that he or she
oversees that is suitable for his or her own appropriate investment needs. The
following table sets forth for each Independent Trustee and the Interested
Nominee the dollar range of securities owned in each Fund and

all funds in the fund complex overseen by each Independent Trustee and the
Interested Nominee as of December 31, 2005.

AGGREGATE
DOLLAR RANGE
OF SECURITIES
OWNED IN
ALL FUNDS IN
THE DWS
FUND
COMPLEX
NAME OF OVERSEEN BY
TRUSTEE/NOMINEE KHI KMM KTF KSM KST TRUSTEE
--------------- -------- -------- -------- ---- -------- -------------

Shirley D. Peterson,
Chairperson........... 0 0 0 0 0 Over $150,000
John W. Ballantine,
Trustee............... 0 0 0 0 0 Over $150,000
Donald L. Dunaway, Over
Trustee............... 0 0 0 0 0 $150,000(1)
James R. Edgar, Over
Trustee............... 0 0 0 0 0 $150,000(1)
Paul K. Freeman,
Trustee............... 0 0 0 0 0 $1- 10,000(2)
Robert B. Hoffman,
Trustee............... 0 0 0 0 0 Over $150,000
William McClayton, $50,001-
Trustee............... 0 0 0 0 0 $100,000(3)
Axel Schwarzer,
Nominee............... 0 0 0 0 0 0
Robert H. Wadsworth, $10,001- $10,001- $10,001- $50,001-
Trustee............... $50,000 $50,000 $50,000 None $100,000 Over $150,000

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

(1) The dollar range of shares shown includes Shadow Shares of certain DWS
Family of Funds in which Mr. Dunaway and Governor Edgar are deemed to be
invested pursuant to the Funds' Deferred Compensation Plan as more fully
described above under "Compensation of Trustees."

(2) Mr. Freeman owned over $150,000 in other funds within the DWS Fund Complex.

(3) Mr. McClayton was appointed to the Chicago Board on December 30, 2004.

SHARE OWNERSHIP. The following table sets forth, for each Independent Trustee
and the Interested Nominee and for the Independent Trustees,

the Interested Nominee and the officers as a group, the amount of shares
beneficially owned in each Fund as of December 31, 2005.

NAME OF
TRUSTEE/NOMINEE KHI KMM KTF(1) KSM(1) KST
--------------- ----- ----- ------ ------ -----

Shirley D. Peterson, Chairperson...... 0 0 0 0 0
John W. Ballantine, Trustee........... 0 0 0 0 0
Donald L. Dunaway, Trustee............ 0 0 0 0 0
James R. Edgar, Trustee............... 0 0 0 0 0
Paul K. Freeman, Trustee.............. 0 0 0 0 0
Robert B. Hoffman, Trustee............ 0 0 0 0 0
William McClayton, Trustee............ 0 0 0 0 0
Axel Schwarzer, Nominee............... 0 0 0 0 0
Robert H. Wadsworth, Trustee.......... 5,000 2,000 1,000 0 3,800
ALL TRUSTEES/NOMINEES AND OFFICERS AS
A GROUP............................. 5,000 2,000 1,000 0 3,800

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

(1) Common Shares

As of December 31, 2005, each executive officer, Independent Trustee and
Interested Nominee individually, and the officers, Independent Trustees and
Interested Nominee as a group, owned beneficially less than 1% of the
outstanding shares of each Fund. As of December 31, 2005, the Independent
Trustees, Interested Nominee and executive officers did not own any Preferred
Shares of KTF or KSM. As of December 31, 2005, no person is known to any Fund to
have owned beneficially more than 5% of any class of shares of any Fund.

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 the Funds (see "Regulatory and Litigation Matters" on page
22), the Advisor has agreed, subject to applicable law and regulation, to
indemnify and hold harmless the Funds 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 Funds or the Advisor ("Enforcement Actions") or
that are the basis for private actions brought by shareholders of the Funds
against the Funds, their directors and officers, the Advisor 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 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, the Advisor has also agreed,
subject to applicable law and regulation, to indemnify the applicable Funds'
Independent Trustees 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. The
Advisor is not, however, required to provide indemnification and advancement of
expenses: (1) with respect to any proceeding or action with respect to which a
Fund's Board determines that the Independent Trustee ultimately would not be
entitled to indemnification or (2) for any liability of the Independent Trustee
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 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 the Advisor will survive
the termination of the investment management agreements between the Advisor and
the Funds.

FUND OFFICERS

The following table presents certain information about the executive officers of
each Fund as of December 31, 2005, except Mr. Colon (which information is as of
April 3, 2006). Each individual's year of birth is set forth in parentheses
after his or her name. Unless otherwise noted, each individual 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.

NAME, DATE OF BIRTH,
POSITION(S) HELD WITH THE
FUND AND LENGTH OF PRINCIPAL OCCUPATION(S) DURING PAST 5 YEARS AND OTHER
TIME SERVED DIRECTORSHIPS HELD
------------------------- -----------------------------------------------------

Michael Colon (1969) Managing Director(1) and Chief Operating Officer,
President, 2006-present Deutsche Asset Management (since 1999); President,
DWS Global High Income Fund, Inc. (since April 2006),
DWS Global Commodities Stock Fund, Inc. (since April
2006)

Philip J. Collora (1945) Director(1), Deutsche Asset Management
Vice President and
Assistant Secretary,
1986-present
Paul H. Schubert (1963) Managing Director(1), Deutsche Asset Management
Chief Financial (since July 2004); formerly, Executive Director, Head
Officer, 2004-present of Mutual Fund Services and Treasurer for UBS Family
Treasurer, of Funds (1998-2004); Vice President and Director of
2005-present Mutual Fund Finance at UBS Global Asset Management
(1994-1998)
John Millette (1962) Director(1), Deutsche Asset Management
Secretary, 2001-present
Patricia DeFilippis Vice President, Deutsche Asset Management (since June
(1963) 2005); Counsel, New York Life Investment Management
Assistant Secretary, LLC (2003-2005); legal associate, Lord, Abbett & Co.
2005-present LLC (1998-2003)
Elisa D. Metzger (1962) Director(1), Deutsche Asset Management (since
Assistant Secretary, September 2005); Counsel, Morrison and Foerster LLP
2005-present (1999-2005)
Caroline Pearson (1962) Managing Director(1), Deutsche Asset Management
Assistant Secretary,
1998-present
Scott M. McHugh (1971) Director(1), Deutsche Asset Management
Assistant Treasurer,
2005-present
Kathleen Sullivan D'Eramo Director(1), Deutsche Asset Management
(1957)
Assistant Treasurer,
2003-present
John Robbins (1966) Managing Director(1), Deutsche Asset Management
Anti-Money Laundering (since 2005); formerly, Chief Compliance Officer and
Compliance Officer, Anti-Money Laundering Compliance Officer for GE Asset
2005-present Management (1999-2005)
Philip Gallo (1962) Managing Director(1), Deutsche Asset Management
Chief Compliance (2003-present); formerly, Co-Head of Goldman Sachs
Officer, 2004-present Asset Management Legal (1994-2003)

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

(1) Executive title, not a board directorship.

INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Each Board, including the Independent Trustees, has selected Ernst & Young LLP
("E&Y") to act as independent registered public accounting firm to audit the
books and records of each Fund for the current fiscal year. E&Y has served each
Fund in this capacity since the Fund was organized and has no direct or indirect
financial interest in any Fund

except as the independent registered public accounting firm. E&Y will not be
represented at the Meeting.

In connection with the audit of the 2005 financial statements, the Funds entered
into an engagement letter with E&Y. The terms of the engagement letter required
by E&Y, and agreed to by the Audit Committee, include provisions in which the
parties consent to the sole jurisdiction of federal courts in New York, Boston
or the Northern District of Illinois, as well as a waiver of right to a trial by
jury and an exclusion of punitive damages.

The following table shows fees billed by E&Y to each Fund during that Fund's two
most recent fiscal years: (i) for audit and non-audit services provided to the
Fund, and (ii) for engagements for non-audit services pre-approved by the Audit
Committee for the Advisor and certain entities controlling, controlled by, or
under common control with the Advisor that provide ongoing services to the Fund
(collectively, the "Advisor Entities"), which engagements relate directly to the
operations and financial reporting of the Fund. The Audit Committee of each
Board has reviewed whether E&Y's receipt of non-audit fees from the Fund, DeIM

and all Advisor Entities is compatible with maintaining E&Y's independence.

AUDIT AUDIT RELATED ALL OTHER
FEES(1) FEES(2) TAX FEES(3) FEES(4)
------------- --------------- ----------------- ---------------
ADVISOR ADVISOR ADVISOR
NAME OF FUND FUND FUND ENTITIES FUND ENTITIES FUND ENTITIES
------------ ------------- ---- -------- ------ -------- ---- --------

DWS High Income Trust
2004............... $41,613 $0 $281,500 $7,343 $ 0 $0 $0
2005............... $45,576 $0 $406,000 $6,215 $70,570 $0 $0
DWS Multi-Market
Income Trust
2004............... $41,612 $0 $281,500 $7,343 $ 0 $0 $0
2005............... $45,593 $0 $406,000 $6,217 $70,570 $0 $0
DWS Municipal Income
Trust
2004............... $42,391 $0 $281,500 $7,481 $ 0 $0 $0
2005............... $47,134 $0 $406,000 $6,427 $70,570 $0 $0
DWS Strategic
Municipal Income
Trust
2004............... $41,478 $0 $281,500 $7,320 $ 0 $0 $0
2005............... $45,248 $0 $406,000 $6,170 $70,570 $0 $0
DWS Strategic Income
Trust
2004............... $41,257 $0 $281,500 $7,281 $ 0 $0 $0
2005............... $44,789 $0 $406,000 $6,108 $70,570 $0 $0

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

(1) "Audit Fees" are the aggregate fees billed for professional services for the
audit of each Fund's annual financial statements and services provided in
connection with statutory and regulatory filings or engagements.

(2) "Audit Related Fees" are the aggregate fees billed for assurance and related
services reasonably related to the performance of the audit or review of
financial statements and are not reported under "Audit Fees." They were for
services in connection with an assessment of internal controls and
additional related procedures.

(3) "Tax Fees" are the aggregate fees billed for professional services for tax
advice, tax compliance and tax planning. Fees billed were for tax compliance
and tax return preparation.

(4) "All Other Fees" are the aggregate fees billed for products and services
other than "Audit Fees," "Audit Related Fees" and "Tax Fees."

Audit Committee Pre-Approval Policies and Procedures. Generally, the Audit
Committee must pre-approve (i) all services to be performed for the Fund by the
Fund's independent registered public accounting firm and (ii) all non-audit
services to be performed by the Fund's independent registered public accounting
firm for the Advisor Entities with respect to

operations and financial reporting of the Fund, except that the Chairman of the
Audit Committee may grant the pre-approval for non-audit services described in
items (i) and (ii) above for non-prohibited services for engagements of less
than $100,000. All such delegated pre-approvals shall be presented to the Audit
Committee no later than the next Audit Committee meeting.

All Non-Audit Fees. The table below shows the aggregate non-audit fees billed
by E&Y for services rendered to the Funds and to the Advisor Entities for the
two most recent fiscal years for each Fund. In assessing E&Y's independence, the
Audit Committee considers the opinions of Fund management.

KHI KMM KTF KSM KST
-------- -------- -------- -------- --------

2004..................... $393,944 $393,944 $394,082 $393,921 $393,882
2005..................... $117,371 $117,373 $117,403 $117,326 $117,264

In 2005, E&Y advised the Audit Committee that various E&Y member firms provided
certain non-audit services to Deutsche Bank entities and affiliates
(collectively, the "DB entities") between 2003 and 2005 that raise issues under
the SEC auditor independence rules. The DB entities are within the "Investment
Company Complex" (as defined by SEC rules) and therefore covered by the SEC
auditor independence rules applicable to the Funds.

First, E&Y advised the Audit Committee that in connection with providing
permitted expatriate tax compliance services for DB entities during 2003 and
2004, member firms in China and Japan ("E&Y China" and "E&Y Japan,"
respectively) received funds from the DB entities that went into E&Y
"representative bank trust accounts" and were used to pay the foreign income
taxes of the expatriates. E&Y has advised the Audit Committee that handling
those funds was in violation of Rule 2-01 of Regulation S-X. (Rule
2-01(c)(4)(viii) provides that an accountant's independence is impaired if the
accountant has custody of assets of the audit client.)

Second, E&Y advised the Audit Committee that in connection with providing
monthly payroll services to employees of certain DB entities from May 2003 to
February 2005, a member firm in Chile ("E&Y Chile") received funds from the DB
entities that went into an E&Y trust account and were used to pay the net
salaries and social security taxes of executives of the DB entities. E&Y has
advised the Audit Committee that handling those taxes was in violation of Rule
2-01 of Regulation S-X.

Third, E&Y advised the Audit Committee that in connection with providing certain
services in assisting a DB entity with various regulatory reporting
requirements, a member firm in France ("E&Y France") entered into an engagement
with the DB entity that resulted in E&Y

France staff functioning under the direct responsibility and direction of a DB
entity supervisor. E&Y advised the Audit Committee that, although the services
provided were "permitted services" under Rule 2-01 of Regulation S-X, the
structure of the engagement was in violation of Rule 2-01 of Regulation S-X.
(Rule 2-01(c)(4)(vi) provides that an accountant's independence is impaired if
the accountant acts as an employee of an audit client.)

The Audit Committee was informed that E&Y China received approximately $1,500,
E&Y Japan received approximately $41,000, E&Y Chile received approximately
$11,724 and E&Y France received approximately $100,000 for the services they
provided to the DB entities. E&Y advised the Audit Committee that it conducted
an internal review of the situation and, in view of the fact that similar
expatriate tax compliance services were provided to a number of E&Y audit
clients unrelated to DB or the Funds, E&Y advised the SEC and the PCAOB of the
independence issues arising from those services. E&Y advised the Audit Committee
that E&Y believes its independence as registered public accounting firm for the
Funds was not impaired during the period the services were provided. In reaching
this conclusion, E&Y noted a number of factors, including that none of the E&Y
personnel who provided the non-audit services to the DB entities were involved
in the provision of audit services to the Funds, the E&Y professionals
responsible for the Funds' audits were not aware that these non-audit services
took place, and that the fees charged are not significant to E&Y overall or to
the fees charged to the Investment Company Complex. E&Y also noted that E&Y
China, E&Y Japan and E&Y Chile are no longer providing these services and that
the E&Y France engagement has been restructured.

MISCELLANEOUS

SECTION 16 BENEFICIAL OWNERSHIP REPORTING COMPLIANCE. Section 30(h) of the 1940
Act and Section 16(a) of the Securities Exchange Act of 1934 require each Fund's
officers and Trustees, the Advisor, affiliated persons of the Advisor and
persons who own more than ten percent of a registered class of the Fund's equity
securities to file forms reporting their affiliation with that Fund and reports
of ownership and changes in ownership of that Fund's shares with the Securities
and Exchange Commission (the "SEC") and the NYSE. These persons and entities are
required by SEC regulation to furnish the Funds with copies of all Section 16(a)
forms they file. Based solely upon its review of the copies of such forms
received by it, and written representations from certain reporting persons that
no year-end reports were required for those persons, each Fund believes that
during the fiscal year ended November 30, 2005, all filings were timely, except
that Michael Colon, an

affiliated person of DeIM and President of the Funds, filed a late Form 3
document for each of the Funds.

INVESTMENT MANAGER. Deutsche Investment Management Americas Inc., 345 Park
Avenue, New York, New York 10154, serves as each Fund's Advisor and manager
pursuant to an investment management agreement.

Deutsche Asset Management ("DeAM") is the marketing name in the U.S. for the
asset management activities of Deutsche Bank AG, DeIM, Deutsche Asset
Management, Inc., Deutsche Bank Trust Company Americas and DWS Trust Company.
DeAM is a global asset management organization that offers a wide range of
investing expertise and resources, including hundreds of portfolio managers and
analysts and an office network that reaches the world's major investment
centers. This global investment platform brings together a wide variety of
experience and investment insight, across industries, regions, asset classes and
investing styles. DeIM 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.

REGULATORY AND LITIGATION MATTERS. Since at least July 2003, federal, state and
industry regulators have been conducting ongoing inquiries and investigations
("inquiries") into the mutual fund industry, and have requested information from
numerous mutual fund companies, including DWS Scudder. The DWS funds' advisors
have been cooperating in connection with these inquiries and are in discussions
with the regulators concerning proposed settlements. Publicity about mutual fund
practices arising from these industry-wide inquiries serves as the general basis
of a number of private lawsuits against the DWS funds. These lawsuits, which
previously have been reported in the press, involve purported class action and
derivative lawsuits, making various allegations and naming 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
allegations similar to these lawsuits regarding market timing, revenue sharing,
fund valuation or other subjects arising from or related to the pending
inquiries (see "Agreement to Indemnify Independent Trustees for Certain
Expenses" above). It is not possible to determine with certainty what the
outcome of these inquiries will be or what the effect, if any, would be on the
Funds or their advisors.

With respect to the lawsuits, 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.

With respect to the regulatory matters, DeAM has advised the funds as follows:

DeAM expects to reach final agreements with regulators early in 2006
regarding allegations of improper trading in the DWS funds. DeAM expects
that it will reach settlement agreements with the SEC, the New York
Attorney General and the Illinois Secretary of State providing for payment
of disgorgement, penalties, and investor education contributions totaling
approximately $134 million. Approximately $127 million of this amount would
be distributed to shareholders of the affected DWS funds in accordance with
a distribution plan to be developed by an independent distribution
consultant. DeAM does not believe that any of the DWS funds will be named
as respondents or defendants in any proceedings. 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 they have
already been reserved.

Based on the settlement discussions thus far, DeAM believes that it will be
able to reach a settlement with the regulators on a basis that is generally
consistent with settlements reached by other advisors, taking into account
the particular facts and circumstances of market timing at DeAM and at the
legacy Scudder and Kemper organizations prior to their acquisition by DeAM
in April 2002. Among the terms of the expected settled orders, DeAM would
be subject to certain undertakings regarding the conduct of its business in
the future, including maintaining existing management fee reductions for
certain funds for a period of five years. DeAM expects that these
settlements would resolve regulatory allegations that it violated certain
provisions of federal and state securities laws (i) by entering into
trading arrangements that permitted certain investors to engage in market
timing in certain DWS funds and (ii) by failing more generally to take
adequate measures to prevent market timing in the DWS Funds, primarily
during the 1999-2001 period. With respect to the trading arrangements, DeAM
expects that the settlement documents will include allegations related to
one legacy DeAM arrangement, as well as three legacy Scudder and six legacy
Kemper arrangements. All of these trading arrangements originated in
businesses that existed prior to the current DeAM organization, which came
together in April 2002 as a result of the various mergers of the legacy
Scudder, Kemper and Deutsche fund groups, and all of the arrangements were
termi-

nated prior to the start of the regulatory investigations that began in the
summer of 2003. No current DeAM employee approved the trading arrangements.

There is no certainty that the final settlement documents will contain the
foregoing terms and conditions. The independent trustees/directors of the DWS
funds have carefully monitored these regulatory investigations with the
assistance of independent legal counsel and independent economic consultants.
Additional information announced by DeAM regarding the terms of the expected
settlements will be made available at
www.dws-scudder.com/regulatory settlements, which will also disclose the terms
of any final settlement agreements once they are announced.

DeAM is also engaged in settlement discussions with the Enforcement Staffs of
the SEC and the NASD regarding DeAM's practices during 2001-2003 with respect
to directing brokerage commissions for portfolio transactions by certain
Scudder Funds to broker-dealers that sold shares in the DWS funds and provided
enhanced marketing and distribution for shares in the DWS funds. In addition,
on January 13, 2006, DWS Scudder Distributors, Inc. received a Wells notice
from the Enforcement Staff of the NASD regarding DWS Scudder Distributors'
payment of non-cash compensation to associated persons of NASD member firms, as
well as DWS Scudder Distributors' procedures regarding non-cash compensation
regarding entertainment provided to such associated persons. Additional
information announced by DeAM regarding the terms of the expected settlements
will be made available at www.dws-scudder.com/regulatory settlements, which
will also disclose the terms of any final settlement agreements once they are
announced.

SOLICITATION OF PROXIES. The cost of preparing, printing and mailing the
enclosed proxy, accompanying notice and Proxy Statement and all other costs in
connection with solicitation of proxies will be paid by the Funds, including any
additional solicitation made by letter, telephone, facsimile or made
electronically. In addition to solicitation by mail, certain officers and
representatives of the Funds, officers and employees of the Advisor and certain
financial services firms and their representatives, who will receive no extra
compensation for their services, may solicit proxies electronically, by
telephone, by telegram or personally. Proxies that are obtained telephonically
or electronically will be recorded in accordance with the procedures believed by
the Funds to be reasonably designed to ensure that both the identity of the
shareholder casting the vote and the voting instructions of the shareholder are
accurately determined.

If a shareholder wishes to participate in the Meeting, but does not wish to give
a proxy by telephone or electronically, the shareholder may still submit the
proxy card(s) originally sent with this Proxy Statement or attend in person.
Should shareholders require additional information

regarding the proxy or replacement proxy card(s), they may call 1-800-561-3991.
Any proxy given by a shareholder is revocable until voted at the Meeting.

PROPOSALS OF SHAREHOLDERS. It is currently anticipated that the 2007 annual
meeting of shareholders will be held in May. A shareholder wishing to submit a
proposal for inclusion in a Fund's proxy statement for the 2007 annual meeting
of shareholders pursuant to Rule 14a-8 under the Securities Exchange Act of 1934
should send such written proposal to the Secretary of the Fund within a
reasonable time before the solicitation of proxies for such meeting. A Fund will
treat any such proposal received no later than December 18, 2006 as timely. A
shareholder wishing to provide notice in the manner prescribed by Rule
14a-4(c)(1) to a Fund of a proposal submitted outside of the process of Rule
14a-8 must submit such written notice to the Secretary of the Fund within a
reasonable time before the solicitation of proxies for such meeting. A Fund will
treat any such notice received no later than March 3, 2007 as timely. The timely
submission of a proposal, however, does not guarantee its inclusion under either
rule.

OTHER MATTERS TO COME BEFORE THE MEETING. The Boards are not aware of any
matters that will be presented for action at the Meeting other than the Proposal
set forth herein. Should any other matters requiring a vote of shareholders
arise, the proxy in the accompanying form will confer upon the person or persons
entitled to vote the shares represented by such proxy the discretionary
authority to vote the shares with respect to any such other matters.

VOTING, QUORUM. Each valid proxy will be voted in accordance with the
instructions on the proxy and as the persons named in the proxy determine on
such other business as may come before the Meeting. If no instructions are
given, the proxy will be voted in favor of the election of the Trustees.
Shareholders who execute proxies may revoke them at any time before they are
voted, either by writing to the Fund or in person at the time of the Meeting.

Election of Trustees for a Fund requires a plurality vote of the shares of such
Fund voting at the Meeting. As noted previously, the holders of the Preferred
Shares of KTF and KSM, voting as a separate class for each respective Fund, are
entitled to elect two Trustees and the holders of the Common Shares and
Preferred Shares of KTF and KSM, voting together as a single class for each
Fund, are entitled to elect the seven remaining Trustees. Broker non-votes will
have no effect; the persons receiving the largest number of votes will be
elected.

At least 30% of the shares of a Fund must be present, in person or by proxy, in
order to constitute a quorum for that Fund. Thus, the meeting for a particular
Fund could not take place on its scheduled date if less

than 30% of the shares of that Fund were represented. In the event that the
necessary quorum to transact business is not present at the Meeting with respect
to one or more Funds, the persons named as proxies may vote those proxies that
have been received to adjourn the Meeting to a later date with respect to those
Funds. Adjournment will subject a Fund to additional expenses. In the event that
a quorum is present with respect to a Fund but sufficient votes in favor of the
Proposal have not been received, the persons named as proxies may propose one or
more adjournments of the Meeting as to that Fund to permit further solicitation
of proxies. Any adjournment of the Meeting with respect to one or more Funds for
the further solicitation of proxies will require the affirmative vote of a
majority of the shares for such Fund present in person or by proxy at the
session of the Meeting to be adjourned. The persons named as proxies will vote
those proxies they are entitled to vote in their discretion as to any such
adjournment. A shareholder vote may be taken on the Proposal prior to such
adjournment. Such vote will be considered final regardless of whether the
Meeting is adjourned for one or more Funds to permit additional solicitation
with respect to the Proposal. For purposes of determining the presence of a
quorum for transacting business at the Meeting, broker "non-votes" will be
treated as shares that are present but which have not been voted. Broker
non-votes are proxies received by a Fund from brokers or nominees when the
broker or nominee has not received instructions from the beneficial owner or
other persons entitled to vote. Accordingly, shareholders are urged to forward
their voting instructions promptly.

HOUSEHOLDING INFORMATION. Each Fund provides periodic reports to its
shareholders that highlight relevant information, including investment results
and a review of portfolio changes. In order to reduce the amount of mail you
receive and to help reduce expenses of the Funds, we generally send a single
copy of annual reports and proxy statements to each household. If you do not
want the mailing of these documents to be combined with those for other members
of your household, or if you are receiving multiple copies of these documents
and you want to request delivery of a single copy, please contact the Advisor at
(800) 621-1048, or write to the Advisor at 222 South Riverside Plaza, Chicago,
Illinois 60606.

A COPY OF A FUND'S ANNUAL REPORT IS AVAILABLE WITHOUT CHARGE UPON REQUEST BY
WRITING TO SUCH FUND, 222 SOUTH RIVERSIDE PLAZA, CHICAGO, ILLINOIS 60606 OR BY
CALLING (800) 621-1048.

THE BOARD OF EACH FUND RECOMMENDS THAT YOU VOTE FOR THE ELECTION OF THE
TRUSTEES.

PLEASE COMPLETE, SIGN AND RETURN THE ENCLOSED PROXY CARD(S) (OR TAKE ADVANTAGE
OF AVAILABLE ELECTRONIC OR TELEPHONIC VOTING PROCEDURES) PROMPTLY. NO POSTAGE IS
REQUIRED IF MAILED IN THE UNITED STATES.

By order of the Boards,

-s- John Millette
John Millette
Secretary

APPENDIX 1

DWS FUNDS
(CHICAGO BOARD)

AUDIT COMMITTEE CHARTER
AS AMENDED, MARCH 9, 2005

I. PURPOSE

The Audit Committee is a committee of the Board of the Fund. Its primary
function is to assist the Board(1) in fulfilling certain of its
responsibilities. This Charter sets forth the duties and responsibilities of the
Audit Committee.

The Audit Committee serves as an independent and objective party to monitor the
Fund's accounting policies, financial reporting and internal control system, as
well as the work of the independent auditors. The Audit Committee assists Board
oversight of (1) the integrity of the Fund's financial statements; (2) the
Fund's compliance with legal and regulatory requirements;(2) (3) the independent
auditors's qualifications and independence; and (4) the performance of the
Fund's independent auditors. The Audit Committee also serves to provide an open
avenue of communication among the independent auditors, the Adviser's internal
audit department, Fund management, and the Board.(3)

- Fund management has the primary responsibility to establish and maintain
systems for accounting, reporting and internal control.

- The independent auditors have the primary responsibility to plan and implement
a proper audit, including consideration of the Fund's accounting, reporting
and internal control practices.

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

1 To the extent the Fund is organized as a Massachusetts business trust, any
references to "directors" or "board members" shall be deemed to mean
"trustees."

2 The Board has delegated to other committees oversight of various legal and
regulatory requirements. The Audit Committee's function is limited to the
activities set out in Section IV.

3 If the Fund is listed on the New York Stock Exchange, the Corporate Governance
Standards require the Audit Committee's charter to address, as one of the
Committee's purposes, that it assist Board oversight of "the performance of
the company's internal audit function." Since the Fund has no internal audit
function, this has not been included as one of the purposes of the Committee,
although the Committee does serve to provide an open avenue of communication
with the Adviser's internal audit department, and reviews the scope, resources
and findings and recommendations of the Adviser's internal audit department as
set forth in Section IV.B.2.
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The Audit Committee may have additional functions and responsibilities as deemed
appropriate by the Board and the Audit Committee.(4)

Although the Audit Committee has the responsibilities and powers set forth in
this Charter, it is not the duty of the Audit Committee to plan or conduct
audits or to determine that the Fund's financial statements are complete and
accurate and have been prepared in accordance with generally accepted accounting
principles.

II. COMPOSITION

The Audit Committee shall be comprised of three or more board members as
determined by the Board, each of whom shall be an independent board member, and
free from any relationship that, in the opinion of the Board, would interfere
with the exercise of his or her independent judgment as a member of the Audit
Committee. For purposes of the Audit Committee, a board member is independent
if:

- he or she is not an "interested person" of the Fund as that term is defined in
the Investment Company Act of 1940; and

- he or she does not accept, directly or indirectly, any consulting, advisory,
or other compensatory fee from the Fund (except in the capacity as a Board or
committee member).

Each member of the Audit Committee shall be financially literate, as such
qualification is interpreted by the Board in its business judgment (or must
become financially literate within a reasonable time after his or her
appointment to the Audit Committee). The Audit Committee will review the
qualifications of its members and determine whether any of its members qualify
as an "audit committee financial expert"(5) as defined in

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

4 If the Fund is a listed closed-end investment company, the Audit Committee
also has as a purpose the preparation of an audit committee report to be
included in the annual proxy statement. This report is described in footnote
12.

5 An "audit committee financial expert" of a company is defined as a person who
has all of the following attributes: (1) an understanding of generally
accepted accounting principles ("GAAP") and financial statements; (2) the
ability to assess the general application of GAAP in connection with the
accounting for estimates, accruals and reserves; (3) experience preparing,
auditing, analyzing or evaluating financial statements that present a breadth
and level of complexity of accounting issues that are generally comparable to
the breadth and complexity of issues that can reasonably be expected to be
raised by the company's financial statements, or experience actively
supervising one or more persons engaged in such activities; (4) an
understanding of internal controls and procedures for financial reporting; and
(5) an understanding of audit committee functions. An audit committee
financial expert must have acquired such attributes through any one or more of
the following: (1) education and experience as a principal financial officer,
principal accounting officer, controller, public accountant or auditor or
experience in one or more positions that involve the performance of similar
functions (or active supervision of such persons); or (2) experience
overseeing or assessing the performance of companies or public accountants
with respect to the preparation, auditing or evaluation of financial
statements; or (3) other relevant experience.
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Form N-CSR.(6) The Audit Committee will submit such determination to the Board
for its final determination.

The members and Chairman of the Audit Committee shall be elected by the Board
annually and serve until their successors shall be duly elected and qualified.

No member of the Audit Committee shall serve on the audit committee of three or
more public companies (or three or more investment company complexes) in
addition to his or her service on the Audit Committee of the Fund (excluding
service on the audit committees of other funds in the fund complex), unless the
Board determines that such simultaneous service would not impair the ability of
the Audit Committee member to serve effectively on the Audit Committee.

III. MEETINGS

The Audit Committee shall meet six times annually, or more frequently as
circumstances dictate. Special meetings (including telephone meetings) may be
called by the Chairman or a majority of the members of the Audit Committee upon
reasonable notice to the other members of the Audit Committee.

As part of its job to foster open communication, the Audit Committee shall meet
annually with senior Fund management responsible for accounting and financial
reporting, the independent auditors, and representatives of the Adviser's
internal audit department in separate executive sessions to discuss any matters
that the Audit Committee, or any of such other persons, believes should be
discussed privately.

IV. RESPONSIBILITIES AND DUTIES

To fulfill its responsibilities and duties the Audit Committee shall:

A. Charter

Review this Charter, annually, and recommend changes, if any, to the
Board.

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

6 If the Fund is listed on the New York Stock Exchange, at least one member of
the Audit Committee must have accounting or related financial management
expertise, as the Board interprets such qualification in its business
judgment.
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B. Internal Controls

1. Review, annually, with Fund management and the independent
auditors:

(a) the organizational structure, reporting relationship,
adequacy of resources and qualifications of the senior Fund
management personnel responsible for accounting and financial
reporting; and

(b) their separate evaluation of the adequacy and effectiveness
of the Fund's system of internal controls, including those of
the Fund's service providers.

2. Review, with Fund management, the independent auditors and the
Adviser's internal audit department:

(a) the Adviser's internal audit department's internal audit
scope and plan related to the Fund's systems for accounting,
reporting and internal controls;

(b) the responsibilities, resources and staffing of the Adviser's
internal audit department with respect to the activities in
IV.B.2.(a) above; and

(c) any significant internal audit findings or recommendations
related to the Fund's systems for accounting, reporting and
internal controls and Fund management's response.

3. Establish procedures for the receipt, retention and treatment of
complaints received by the Fund and/or the Audit Committee
regarding accounting, internal accounting controls or auditing
matters and the confidential, anonymous submission by officers and
directors of the Fund or employees of the Adviser, principal
underwriter and any provider of accounting-related services to the
Fund of concerns regarding questionable accounting or auditing
matters.

4. Review, annually, with Fund management and the independent
auditors, policies for valuation of Fund portfolio securities, and
the frequency and magnitude of pricing errors.

C. Independent Auditors

1. Approve, and recommend to the Board, the appointment, retention or
termination of the independent auditors, and approve the fees and
other compensation to be paid to the independent auditors. Such
selection shall be pursuant to a

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written engagement letter approved by the Audit Committee, which
shall provide that:

(a) the Audit Committee shall be directly responsible for the
appointment, compensation, retention and oversight (such
oversight shall include resolving disagreements between Fund
management and the independent auditors regarding financial
reporting) of the independent auditors; and

(b) the independent auditors shall report directly to the Audit
Committee.

2. Pre-approve any engagement of the independent auditors to provide
any services to the Fund, including the fees and other compensation
to be paid to the independent auditors. Notwithstanding the above,
the independent auditors shall not perform any of the following
non-audit services for the Fund ("prohibited non-audit services"):

(a) bookkeeping or other services related to the accounting
records or financial statements of the Fund;

(b) financial information systems design and implementation;

(d) actuarial services;

(e) internal audit outsourcing services;

(f) management functions or human resources;

(g) broker or dealer, investment adviser, or investment banking
services;

(h) legal services and expert services unrelated to the audit;
and

(i) any other services that the Public Company Accounting
Oversight Board determines are impermissible.

3. Pre-approve any engagement of the independent auditors, including
the fees and other compensation to be paid to the independent
auditors, to provide any non-audit services to the Adviser (or any
"control affiliate"(7) of the Adviser provid-

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

7 "Control affiliate" means any entity controlling, controlled by, or under
common control with the Adviser.
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ing ongoing services to the Fund), if the engagement relates
directly to the operations and financial reporting of the Fund.

- The Chairman of the Audit Committee (or, in his absence, any
member of the Audit Committee) may grant the pre-approval
referenced in Sections IV.C. 2 and 3 above for non-prohibited
services for engagements of less than $100,000. All such
delegated pre-approvals shall be presented to the Audit
Committee no later than the next Audit Committee meeting.

- Pre-approval of non-audit services for the Fund pursuant to
Section IV.C. 2 above is not required, if:

(a) the aggregate amount of all non-audit services provided
to the Fund is less than 5% of the total fees paid by
the Fund to the independent auditors during the fiscal
year in which the non-audit services are provided; and

(b) the services were not recognized by Fund management at
the time of the engagement as non-audit services; and

(c) such services are promptly brought to the attention of
the Audit Committee by Fund management and the Audit
Committee approves them (which may be by delegation)
prior to the completion of the audit.

- Pre-approval of non-audit services for the Adviser (or any
affiliate of the Adviser providing ongoing services to the
Fund) pursuant to Section IV.C.3 above is not required, if:

(i) the aggregate amount of all non-audit services
provided is less than 5% of the total fees paid by the
Fund, the Adviser and any "control affiliate" of the
Adviser providing ongoing services to the Fund to the
independent auditors during the fiscal year in which
the non-audit services are provided;

(ii) the services were not recognized by Fund management at
the time of the engagement as non-audit services; and

(iii) such services are promptly brought to the attention of
the Audit Committee by Fund management and the Audit
Committee approves them

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(which may be by delegation) prior to the completion
of the audit.

4. On an annual basis, request, receive in writing and review a report
by the independent auditors describing:

(a) the independent auditors' internal quality-control
procedures;

(b) any material issues raised by the most recent internal
quality-control review, or peer review, of the independent
auditors, or by any inquiry or investigations by governmental
or professional authorities, within the preceding five years,
respecting one or more independent audits carried out by the
independent auditors, and any steps taken to deal with any
such issues; and

(c) all relationships between the independent auditors and the
Fund, so as to assess the auditors' independence, including
identification of all relationships the independent auditors
have with the Fund and all significant relationships the
independent auditors have with the Adviser (and any "control
affiliate" of the Adviser) and any material service provider
to the Fund (including, but not limited to, disclosures
regarding the independent auditors' independence required by
Independence Standards Board Standard No. 1 and compliance
with the applicable independence provisions of Rule 2-01 of
Regulation S-X).

In assessing the auditors' independence, the Audit Committee
shall take into account the opinions of Fund management and the
Adviser's internal audit department. The Committee will present
its conclusions with respect to the independent auditors to the
Board, and recommend that the Board take appropriate action, if
any, in response to the independent auditors' report to satisfy
itself of the independent auditors' independence.

5. On an annual basis, review and evaluate the lead audit partner
(such review to include consideration of whether, in addition to
the regular rotation of the lead audit partner as required by law,
in order to assure continuing auditor independence, there should be
regular consideration of rotation of the firm serving as
independent auditors).

6. On an annual basis, meet with the independent auditors and Fund
management to review the arrangements for and scope

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of the proposed audit for the current year and the audit procedures
to be utilized.

7. Review the management letter prepared by the independent auditors
and Fund management's response.

D. Financial Reporting Processes

1. If the Fund is a listed closed-end investment company,

(a) review with Fund management and the independent auditors, the
Fund's audited financial statements and recommend to the
Board, if appropriate, that the audited financial statements
be included in the Fund's annual report to shareholders
required by Section 30(e) of the Investment Company Act of
1940 and Rule 30d-1 thereunder;

(b) review with Fund management and the independent auditors the
Fund's semi-annual financial statements; and

(c) review the Fund's policy and procedures with respect to
declaring dividends and issuing dividend announcements and
related press releases, as well as financial information and
dividend guidance provided to analysts and rating agencies.

2. Review with Fund management and the independent auditors the
matters that auditing professional standards require to be
communicated to the Audit Committee, including, but not limited to,
the matters required to be discussed by Statement on Auditing
Standards No. 61, including:

- the independent auditors' judgments about the quality, and not
just the acceptability, of the Fund's accounting principles as
applied in its financial reporting;

- the process used by Fund management in formulating estimates
and the independent auditors' conclusions regarding the
reasonableness of those estimates;

- all significant adjustments arising from the audit, whether or
not recorded by the Fund;

- when the independent auditors are aware that Fund management
has consulted with other accountants about significant
accounting and auditing matters, the independent auditors'
views about the subject of the consultation;

- any disagreements with Fund management regarding accounting or
reporting matters;

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- any difficulties encountered in the course of the audit,
including any restrictions on the scope of the independent
auditors' activities or on access to requested information; and

- significant deficiencies in the design or operation of internal
controls.

3. The independent auditors shall report, within 90 days prior to the
filing of the Fund's annual financial statements with the SEC, to
the Audit Committee:

(a) all critical accounting policies and practices to be used;

(b) all alternative treatments of financial information within
GAAP for policies and practices related to material items
that have been discussed with Fund management, the
ramifications of the use of such alternative disclosures and
treatments, and the treatment preferred by the independent
auditor;

(c) other material written communications between the independent
auditors and Fund management including, but not limited to,
any management letter or schedule of unadjusted differences;
and

(d) all non-audit services provided to an entity in the
"investment company complex"(8) as defined in paragraph
(f)(14) of Rule 2-01 of Regulation S-X that were not
pre-approved by the Audit Committee.

4. Review, annually, with Fund management and the independent
auditors, the Fund's "disclosure controls and procedures"(9) and
the Fund's "internal control over financial

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

8 "Investment company complex" includes: (1) an investment company and its
investment adviser or sponsor; (2) any entity controlled by or controlling an
investment adviser or sponsor in (1) above, or any entity under common control
with any investment adviser or sponsor in (1) above if the entity: (A) is an
investment adviser or sponsor or (B) is engaged in the business of providing
administrative, custodian, underwriter, or transfer agent services to any
investment company, investment adviser, or sponsor; and (3) an investment
company or entity that would be an investment company but for the exclusions
provided by Section 3(c) of the 1940 Act that has an investment adviser or
sponsor included in (1) and (2) above. Investment adviser does not include a
subadviser whose role is primarily portfolio management and is subcontracted
with or overseen by another investment adviser. Sponsor is an entity that
establishes a unit investment trust.

9 "Disclosure controls and procedures" means controls and other procedures of a
registered management investment company that are designed to ensure that
information required to be disclosed by the investment company on Form N-CSR
and Form N-Q is recorded, processed, summarized and reported, within the time
periods specified in the SEC's rules and forms. Disclosure controls and
procedures include, without limitation, controls and procedures designed to
ensure that information required to be disclosed by an investment company in
the reports that it files or submits on Form N-CSR and Form N-Q is accumulated
and communicated to the investment company's management, including its
principal executive officer or officers and principal financial officer or
officers, or person performing similar functions, as appropriate to allow
timely decisions regarding required disclosure.
A1-9

reporting" (10) as defined in Rule 30a-3(c) and (d) under the
Investment Company Act of 1940.

5. Review with Fund management and the independent auditors a report
by Fund management covering any Form N-CSR and Form N-Q filed, and
any required certification of such filing, along with the results
of Fund management's most recent evaluation of the Fund's
"disclosure controls and procedures" and "internal control over
financial reporting."

E. Process Improvements

Review with the independent auditors and Fund management significant
changes or improvements in accounting and auditing processes that have
been implemented.

F. Legal and Compliance

1. Review any legal or regulatory matters that arise that could have a
material impact on the Fund's financial statements.

2. Review policies and procedures with respect to financial statement
risk assessment and risk management, including the steps Fund
management has taken to monitor and control such risk
exposures.(11)

3. Establish clear hiring policies for the Fund with respect to
employees or former employees of the independent auditors.

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

10 "Internal control over financial reporting" is a process designed by, or
under the supervision of, the Fund's principal executive and principal
financial officers, or persons performing similar functions, and effected by
the Fund's Board, management and other personnel, to provide reasonable
assurance regarding the reliability of financial reporting and the preparation
of financial statements for external purposes in accordance with GAAP and
includes those policies and procedures that:

1. Pertain to the maintenance of records that in reasonable detail accurately
and fairly reflect the transactions and dispositions of the assets of the
Fund;

2. Provide reasonable assurance that transactions are recorded as necessary to
permit preparation of financial statements in accordance with GAAP, and
that receipts and expenditures of the Fund are being made only in
accordance with authorization of management and directors of the Fund; and

3. Provide reasonable assurance regarding prevention or timely detection of
unauthorized acquisition, use or disposition of the Fund's assets that
could have a material effect on the financial statements.

11 The Board has delegated to other committees oversight related to investment
risks.
A1-10

G. Other Responsibilities

1. Review, annually, the performance of the Audit Committee.

2. If the Fund is a listed closed-end investment company, prepare a
report of the Audit Committee as required to be included in the
annual proxy statement.(12)

3. Investigate any other matter brought to its attention within the
scope of its duties, and have the authority in its discretion to
retain legal, accounting or other experts or consultants to advise
the Audit Committee, at the expense of the Fund, if, in the
Committee's judgment, that is appropriate.

4. Perform any other activities consistent with this Charter, the
Fund's Charter, By-Laws and governing law, as the Audit Committee
or the Board deems necessary or appropriate.

5. Maintain minutes of Committee meetings; report its significant
activities to the Board; and make such recommendations to the Board
as the Audit Committee may deem necessary or appropriate.

V. FUNDING

The Audit Committee shall receive appropriate funding, as determined by the
Audit Committee, for payment of (i) compensation to the independent auditors for
approved audit or non-audit services for the Fund; (ii) compensation to any
legal, accounting or other experts or consultants retained by the Audit
Committee pursuant to Section IV.G.3 above and (iii) ordinary administrative
expenses of the Audit Committee that are necessary or appropriate in carrying
out its duties.

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

12 Item 306 of Regulation S-K requires each proxy statement relating to a
shareholder meeting at which directors are to be elected to include a report,
followed by the name of each Audit Committee member, stating whether: (1) the
Committee has reviewed and discussed the audited financial statements with
management, (2) the Committee has discussed with the independent auditors the
matters required to be discussed by SAS 61, (3) the Committee has received the
written disclosures and the letter from the independent auditors required by
Independence Standards Board Standard No. 1, and has discussed with the
independent auditors their independence, and (4) based on the review and
discussions referred to in paragraphs (1) through (3), the Audit Committee
recommended to the Board that the audited financial statements be included in
the Fund's annual report to shareholders required by Section 30(e) of the
Investment Company Act of 1940 and Rule 30d-1 thereunder.
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APPENDIX 2

DWS FUNDS
(CHICAGO BOARD)

NOMINATING AND GOVERNANCE COMMITTEE CHARTER
AS AMENDED, FEBRUARY 17, 2006

I. PURPOSE

The Nominating and Governance Committee is a committee of the Board of the Fund.
Its primary function is to identify and recommend individuals for membership on
the Board and oversee the administration of the Board Governance and Procedures
Guidelines. It is also intended to serve as the Fund's "qualified legal
compliance committee" ("QLCC").

II. COMPOSITION

The Nominating and Governance Committee shall be comprised of three or more
board members(1) as determined by the Board, each of whom shall be an
independent board member, and free from any relationship that, in the opinion of
the Board, would interfere with the exercise of his or her independent judgment
as a member of the Nominating and Governance Committee. For purposes of the
Nominating and Governance Committee, a board member is independent if he or she
is not an "interested person" of the Fund as that term is defined in the
Investment Company Act of 1940. In addition, so long as the Nominating and
Governance Committee serves as the Fund's QLCC, at least one member of the
Nominating and Governance Committee shall also be a member of the Fund's Audit
Committee.

The members and Chairman of the Nominating and Governance Committee shall be
elected by the Board annually and serve until their successors shall be duly
elected and qualified.

III. MEETINGS

The Nominating and Governance Committee shall meet three times annually, or more
frequently as circumstances dictate. Special meetings (including telephone
meetings) may be called by the Chairman or a majority of the members of the
Nominating and Governance Committee

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

1 To the extent the Fund is organized as a Massachusetts business trust, any
references to "directors" or "board members" shall be deemed to mean
"trustees."
A2-1

upon reasonable notice to the other members of the Nominating and Governance
Committee.

IV. RESPONSIBILITIES AND DUTIES

To fulfill its responsibilities and duties as the Nominating and Governance
Committee, the Committee shall:

A. Board Nominations and Functions

1. Identify and recommend individuals for membership on the Board.
Candidates shall be selected based upon a thorough identification
and evaluation process that is designed to recruit and retain
well-qualified Board members who will enhance the Board's ability
to serve the interests of shareholders. In addition, the following
factors are taken into consideration:

(a) The Board collectively should represent a broad cross section
of backgrounds, functional disciplines and experience to
enable the Board to provide effective oversight of the Fund's
regulatory and business issues.

(b) Candidates should exhibit high standards of personal
integrity, commitment to representing shareholders and
independence of thought and judgment.

(c) Candidates should commit to dedicate sufficient time, energy
and attention to ensure the diligent performance of all
duties, including attendance at meetings of the Board and
committees on which the Board member serves and review in
advance of all meeting materials.

2. Evaluate candidates recommended for membership on the Board.
Recommendations for candidates may come from shareholders, from
other directors or from the Fund's investment manager. Shareholders
may recommend candidates for Board positions by forwarding their
correspondence by U.S. mail or courier service to the Fund's
Secretary for the attention of the Chairman of the Nominating and
Governance Committee. Suggestions for candidates must include a
resume of the candidate.

3. Retain any search firm to identify Board member candidates, at the
expense of the Fund, if, in the Committee's judgment, this is
appropriate.

4. Periodically review the composition of the Board to determine
whether it may be appropriate to add individuals with
A2-2

different backgrounds or skill sets from those already on the
Board.

5. Review the Board Governance Procedures and Guidelines, annually,
and recommend changes, if any, to the Board.

6. Review annually Independent Director compensation, including
compensation deferral programs and Fund ownership criteria, and
recommend any appropriate changes to the Independent Directors as a
group.

7. Coordinate with legal counsel to the Independent Directors an
annual evaluation of the performance of the Board.

8. Oversee the development and implementation by the Fund's investment
manager and legal counsel for the Independent Directors of a
program for the orientation of new Independent Directors and
ongoing education for Independent Directors.

B. Committee Nominations and Functions

1. Identify and recommend individuals for membership on all committees
and review committee assignments at least annually.

2. Review as necessary the responsibilities of any committees of the
Board, whether there is a continuing need for each committee,
whether there is a need for additional committees of the Board, and
whether committees should be combined or reorganized.

C. Insurance

1. At least annually, review the Fund's fidelity bond for
appropriateness of the type and amount of coverage as well as the
premium. Review the terms of any joint allocation agreement.

2. At least annually, review the Fund's directors and officers and
errors and omissions insurance coverage for appropriateness of the
type and amount of coverage as well as the premium. Review the
terms of any joint allocation agreement.

3. At least annually, review other insurance policies and assess needs
for other types of coverage.

A2-3

D. Proxy Voting

1. At least annually, review the proxy voting policies and procedures.

2. Review quarterly reports regarding proxy voting conflicts.

E. Compliance and Legal Matters

1. Review compliance with the relevant codes of ethics and consider
any proposed changes to the codes of ethics.

2. Review Fund governance structure for compliance with legal
requirements.

3. Monitor the performance of legal counsel employed by the Fund and
the Independent Directors, and be responsible for the supervision
of counsel to the Independent Directors.

4. As needed, review Fund litigation matters.

V. QUALIFIED LEGAL COMPLIANCE COMMITTEE

The Nominating and Governance Committee shall serve as the Fund's QLCC within
the meaning of the rules of the Securities and Exchange Commission codified in
Part 205 in Title 17 of the Code of Federal Regulations. To fulfill its
responsibilities and duties as the QLCC, the Nominating and Governance Committee
shall:

A. Receipt, Retention and Consideration of Reports

1. Adopt written procedures for the confidential receipt, retention
and consideration of any reports of evidence of a material
violation of any federal or state securities laws, a material
breach of a fiduciary duty arising under any federal or state laws
or a similar material violation of any federal or state law by the
Fund or any of its officers, trustees, employees or agents (a
"Report of Material Violation").

2. Consider, on a confidential basis, the appropriate treatment of a
Report of Material Violation.

B. Investigation of Reports of Material Violation

1. Upon receipt of a Report of Material Violation, the Nominating and
Governance Committee shall:

(a) Inform the Fund's President of the report, unless the
Nominating and Governance Committee determines such
notification would be futile;

(b) Determine whether an investigation is necessary.

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2. If after considering the Report of Material Violation, the
Nominating and Governance Committee determines an investigation is
necessary or appropriate, it shall:

(a) Notify the full Board of the Fund;

(b) Initiate an investigation, which may be conducted by the
Nominating and Governance Committee, by counsel, by the
Fund's Chief Compliance Officer or by another party
authorized by the Nominating and Governance Committee; and

C. Making Recommendations for Adoption of Appropriate Response

At the conclusion of any such investigation, the Nominating and
Governance Committee shall:

1. Recommend that the Fund implement an appropriate response to
evidence of a material violation, which may include:

(a) A finding that no material violation has occurred, is ongoing
or is about to occur;

(b) The adoption of appropriate remedial measures, including
appropriate steps or sanctions to stop any material
violations that are ongoing, to prevent any material
violation that has yet to occur and to remedy or otherwise
appropriately address any material violation that has already
occurred and to minimize the likelihood of its recurrence; or

(c) A report, after the retention or direction of counsel to
review the reported evidence of a material violation, that
either (i) the Fund has substantially implemented any
remedial recommendations made by such counsel after a
reasonable investigation and evaluation of the reported
evidence or (ii) the Fund may, consistent with a conclusion
not in conflict with such counsel's professional obligations,
assert a colorable defense on behalf of the Fund, its
officers, directors, employees or agents, in an investigation
or judicial or administrative proceeding relating to the
reported evidence of a material violation.

A2-5

2. Inform the President and the Board of the Fund of the results of
any such investigation and the appropriate remedial measures to be
adopted.

D. Authority to Notify the SEC

The Nominating and Governance Committee shall take all other action
that it deems appropriate, including notifying the Securities and
Exchange Commission, in the event that the Fund fails in any material
respect to implement an appropriate response that the Nominating and
Governance Committee, as the QLCC, has recommended the Fund take.

E. Reporting to the Board of the Fund

The Nominating and Governance Committee shall report periodically to
the Board. This report will include a review of the Reports of
Material Violation received, the investigation conducted, conclusions
reached and responses recommended by the Nominating and Governance
Committee acting as the QLCC and other matters that the Nominating and
Governance Committee acting as the QLCC deems appropriate or as
requested by the Board of the Fund.

F. Procedures

The Nominating and Governance Committee acting as the QLCC may act
only by majority vote.

VI. OTHER POWERS AND RESPONSIBILITIES

A. Review this Charter, annually, and recommend changes, if any, to the
Board.

B. Investigate any other matter brought to its attention within the scope
of its duties, with the power to retain outside counsel or other experts
for this purpose at the expense of the Fund, if, in its judgment, that
is appropriate.

C. Perform any other activities consistent with this Charter, the Fund's
Charter, By-Laws and governing law, as the Nominating and Governance
Committee or the Board deems necessary or appropriate.

D. Maintain minutes of Committee meetings, report its significant
activities to the Board, and make such recommendations to the Board as
the Nominating and Governance Committee deems necessary or appropriate.

A2-6

PROXY

TO VOTE BY MAIL, PLEASE DETACH PROXY CARD HERE
--------------------------------------------------------------------------------

DWS MUNICIPAL INCOME TRUST -- PREFERRED SHARES

FOR THE JOINT ANNUAL MEETING OF SHAREHOLDERS
MAY 25, 2006

The signer(s) of this proxy hereby appoint Philip J. Collora, Patricia
DeFilippis, John Millette and Caroline Pearson, and each of them, attorneys and
proxies, with power of substitution in each, to vote all shares for the
signer(s) at the Joint Annual Meeting of Shareholders to be held at the offices
of Deutsche Investment Management Americas Inc., 345 Park Avenue, New York, New
York 10154 on May 25, 2006, at 11:00 a.m. Eastern time and at any adjournments
or postponements thereof, as specified herein and on any matters incident to the
conduct of this meeting or any other business that may properly come before this
meeting. I hereby revoke any and all proxies with respect to such shares
previously given by me. I acknowledge receipt of the Proxy Statement relating to
the Joint Annual Meeting.

This instruction may be revoked at any time prior to its exercise at the Joint
Annual Meeting by execution of a subsequent proxy card, by written notice to the
Fund's secretary or by voting in person at the Joint Annual Meeting.

YOUR VOTE IS NEEDED! PLEASE SIGN, DATE AND RETURN PROMPTLY IN THE ENCLOSED
ENVELOPE. NO POSTAGE REQUIRED.

PLEASE BE SURE TO SIGN AND DATE THIS PROXY ON THE REVERSE SIDE.

(CONTINUED, AND TO BE SIGNED, ON THE REVERSE SIDE.)

TO VOTE BY MAIL, PLEASE DETACH PROXY CARD HERE
--------------------------------------------------------------------------------

[X] PLEASE MARK
VOTES AS IN
THIS EXAMPLE.

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF TRUSTEES. THE PROPOSAL HAS
BEEN PROPOSED BY THE FUND. THE BOARD OF TRUSTEES RECOMMENDS A VOTE "FOR" THE
ELECTION OF THE TRUSTEES.

VOTE ON THE PROPOSAL:

WITHHOLD FOR ALL
1. To elect nine Trustees to the Board of the Fund: FOR ALL EXCEPT
01) John W. Ballantine, 02) Donald L. Dunaway, [ ] [ ] [ ]
03) James R. Edgar, 04) Paul K. Freeman,
05) Robert B. Hoffman, 06) William McClayton,
07) Shirley D. Peterson, 08) Axel Schwarzer,
09) Robert H. Wadsworth

TO WITHHOLD AUTHORITY TO VOTE FOR
ANY INDIVIDUAL NOMINEE, MARK THE
"FOR ALL EXCEPT" BOX AND WRITE THE
NOMINEE'S NUMBER ON THE LINE
PROVIDED BELOW.
__________________________________

ALL PROPERLY EXECUTED PROXIES WILL BE
VOTED AS DIRECTED. IF NO INSTRUCTIONS
ARE INDICATED ON A PROPERLY EXECUTED
PROXY, THE PROXY WILL BE VOTED AS
RECOMMENDED BY THE BOARD OF TRUSTEES.

Date __________________________ , 2006

______________________________________
Signature

______________________________________
Signature (if held jointly)

Note: All registered owners of
accounts shown above must sign. Please
sign exactly as your name appears on
this Proxy. If signing for a
corporation, estate or trust, please
indicate your capacity or title.

PROXY

TO VOTE BY MAIL, PLEASE DETACH PROXY CARD HERE
--------------------------------------------------------------------------------

DWS MUNICIPAL INCOME TRUST -- COMMON SHARES

FOR THE JOINT ANNUAL MEETING OF SHAREHOLDERS
MAY 25, 2006

YOUR VOTE IS NEEDED! IF NOT VOTING ELECTRONICALLY, PLEASE SIGN, DATE AND RETURN
PROMPTLY IN THE ENCLOSED ENVELOPE. NO POSTAGE REQUIRED.

PLEASE BE SURE TO SIGN AND DATE THIS PROXY ON THE REVERSE SIDE.

TO VOTE BY TOUCH-TONE PHONE OR INTERNET, SEE INSTRUCTIONS ON REVERSE SIDE.

(CONTINUED, AND TO BE SIGNED, ON THE REVERSE SIDE.)

DWS MUNICIPAL INCOME TRUST -- COMMON SHARES OFFERS SHAREHOLDERS OF RECORD
THREE WAYS TO SUBMIT YOUR PROXY

TELEPHONE PROXY INTERNET PROXY PROXY BY MAIL

This method of submitting Visit the Internet voting Simply sign and date your
a proxy is available for Web site at proxy card and return it
residents of the U.S., http://proxy.georgeson.com. in the postage-paid
Puerto Rico and Canada. Have this proxy card envelope to Georgeson
On a touch tone ready and follow the Shareholder
telephone, call TOLL FREE instructions on your Communications, Wall
1-800-786-8302, 24 hours screen. You will incur Street Station, P.O. Box
a day, 7 days a week. only your usual Internet 1102, New York, NY
Have this proxy card charges. Available 24 10269-0646. If you are
ready, then follow the hours a day, 7 days a submitting your proxy by
prerecorded instructions. week until 5:00 p.m. telephone or the
Your vote will be Eastern Standard Time on Internet, please do not
confirmed and cast as you May 24, 2006. mail your proxy card.
have directed. Available
24 hours a day, 7 days a
week until 5:00 p.m.
Eastern Standard Time on
May 24, 2006.

_______________________
| |
|_______________________|

TO VOTE BY MAIL, PLEASE DETACH PROXY CARD HERE
--------------------------------------------------------------------------------

[X] PLEASE MARK
VOTES AS IN
THIS EXAMPLE.

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF TRUSTEES. THE PROPOSAL HAS
BEEN PROPOSED BY THE FUND. THE BOARD OF TRUSTEES RECOMMENDS A VOTE "FOR" THE
ELECTION OF THE TRUSTEES.

VOTE ON THE PROPOSAL:

WITHHOLD FOR ALL
FOR ALL ALL EXCEPT
1. To elect seven Trustees to the Board of the Fund:
01) John W. Ballantine, 02) Donald L. Dunaway, [ ] [ ] [ ]
03) James R. Edgar, 04) Paul K. Freeman,
05) Robert B. Hoffman, 06) William McClayton,
07) Shirley D. Peterson

TO WITHHOLD AUTHORITY TO VOTE FOR ANY
INDIVIDUAL NOMINEE, MARK THE "FOR ALL
EXCEPT" BOX AND WRITE THE NOMINEE'S
NUMBER ON THE LINE PROVIDED BELOW.

____________________________________

ALL PROPERLY EXECUTED PROXIES WILL BE
VOTED AS DIRECTED. IF NO INSTRUCTIONS
ARE INDICATED ON A PROPERLY EXECUTED
PROXY, THE PROXY WILL BE VOTED AS
RECOMMENDED BY THE BOARD OF TRUSTEES.

Date ___________________________, 2006

______________________________________
Signature

______________________________________
Signature (if held jointly)

Note: All registered owners of accounts
shown above must sign. Please sign
exactly as your name appears on this
Proxy. If signing for a corporation,
estate or trust, please indicate your
capacity or title.