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 (01-07)

DWS DREMAN VALUE INCOME EDGE FUND, INC. ("DHG")
DWS HIGH INCOME TRUST ("KHI")
DWS MULTI-MARKET INCOME TRUST ("KMM")
DWS MUNICIPAL INCOME TRUST ("KTF")
DWS STRATEGIC MUNICIPAL INCOME TRUST ("KSM")
DWS STRATEGIC INCOME TRUST ("KST")
345 PARK AVENUE
NEW YORK, NEW YORK 10154

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NOTICE OF JOINT ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD MAY 20, 2008

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This is the formal agenda for the joint annual meeting of DHG, KHI, KMM, KTF,
KSM and KST (individually, a "Fund" and collectively, the "Funds"). It tells you
the proposal that will be voted on and the time and place of the joint annual
meeting, in the event you choose to attend in person.

To the shareholders of the DWS funds listed above:

A joint annual meeting of the shareholders of each DWS fund listed above will be
held May 20, 2008 at 4:00 p.m. (Eastern time), at the offices of Deutsche Asset
Management, 345 Park Avenue, New York, New York 10154 (the "Meeting"), to
consider the following proposal (the "Proposal"):

PROPOSAL: To elect Board Members to the Board of each Fund as outlined below:

(A) For KHI, KMM and KST only, to elect thirteen Board Members to the
Board of each Fund;

(B) For KTF and KSM only, to elect thirteen Board Members to the Board
of each Fund, with eleven Board Members to be elected by the
holders of Preferred and Common Shares voting together and two
Board Members to be elected by holders of the Preferred Shares
only; and

The individuals named as proxies will vote in their discretion on any other
business that properly may come before the Meeting or any adjournments or
postponements thereof.

Holders of record of shares of the DWS funds listed above at the close of
business on March 28, 2008 are entitled to vote at the Meeting and at any
adjournments or postponements thereof.

In the event that the necessary quorum to transact business for any Fund is not
obtained at the Meeting, the individuals named as proxies may propose one or
more adjournments of a Fund's Meeting in accordance with applicable law to
permit such further solicitation of proxies as may be deemed necessary or
advisable.

This notice and the related proxy material are being mailed to shareholders on
or about April 7, 2008. This proxy is being solicited on behalf of your Fund's
Board.

By Order of the Board Members

-s- John Millette

John Millette
Secretary

April 4, 2008

WE URGE YOU TO MARK, SIGN, DATE AND MAIL THE ENCLOSED PROXY CARD IN THE POSTAGE-
PAID ENVELOPE PROVIDED OR TO RECORD YOUR VOTING INSTRUCTIONS BY TELEPHONE OR VIA
THE INTERNET SO THAT YOU WILL BE REPRESENTED AT THE MEETING. IF YOU COMPLETE AND
SIGN THE PROXY CARD (OR TELL US HOW YOU WANT TO VOTE BY VOTING BY TELEPHONE OR
VIA THE INTERNET), WE WILL VOTE IT EXACTLY AS YOU TELL US. IF YOU SIMPLY SIGN
THE PROXY CARD, WE WILL VOTE IT IN ACCORDANCE WITH THE BOARD'S RECOMMENDATION ON
THE PROPOSAL. YOUR PROMPT RETURN OF THE ENCLOSED PROXY CARD (OR YOUR VOTING BY
TELEPHONE OR VIA THE INTERNET) MAY SAVE THE NECESSITY AND EXPENSE OF FURTHER
SOLICITATIONS. IF YOU HAVE ANY QUESTIONS, PLEASE CALL GEORGESON INC., YOUR
FUND'S PROXY SOLICITOR, AT THE SPECIAL TOLL-FREE NUMBER WE HAVE SET UP FOR YOU
(1-800-561-3991), OR CONTACT YOUR FINANCIAL ADVISOR.

INSTRUCTIONS FOR SIGNING PROXY CARDS

The following general rules for signing proxy cards may be of assistance to you
and avoid the time and expense involved in validating your vote if you fail to
sign your proxy card properly.

1. Individual Accounts: Sign your name exactly as it appears in the registration
on the proxy card.

2. Joint Accounts: Both parties should sign, and the name(s) of the party or
parties signing should conform exactly to the name(s) shown in the
registration on the proxy card.

3. All Other Accounts: The capacity of the individual signing the proxy card
should be indicated unless it is reflected in the form of registration. For
example:

REGISTRATION VALID SIGNATURE
------------ ---------------

Corporate Accounts
(1) ABC Corp ABC Corp
John Doe, Treasurer
(2) ABC Corp. John Doe, Treasurer
(3) ABC Corp. c/o John Doe,
Treasurer John Doe
(4) ABC Corp. Profit Sharing Plan John Doe, Trustee
Partnership Accounts
(1) The XYZ Partnership Jane B. Smith, Partner
(2) Smith and Jones, Limited
Partnership Jane B. Smith, General Partner
Trust Accounts
(1) ABC Trust Account Jane B. Doe, Trustee
(2) Jane B. Doe, Trustee u/t/d
12/28/78 Jane B. Doe
Custodial or Estate Accounts
(1) John B. Smith, Cust. F/b/o John
B. Smith Jr. John B. Smith
GMA/UTMA
(2) Estate of John B. Smith John B. Smith, Jr., Executor

JOINT PROXY STATEMENT
FOR THE JOINT ANNUAL MEETING OF SHAREHOLDERS

April 4, 2008

GENERAL

This proxy statement (this "Proxy Statement") is being furnished in connection
with the solicitation of proxies by the Board Members of each of the DWS funds
listed in the enclosed Notice of Joint Annual Meeting of Shareholders (each a
"Fund" and collectively, the "Funds"), to be held jointly at the offices of
Deutsche Asset Management, 345 Park Avenue, New York, New York 10154 on May 20,
2008 at 4:00 p.m. (Eastern time), and at any and all adjournments or
postponements thereof (the "Meeting"), at which shareholders will be asked to
consider the proposal (the "Proposal").

This Proxy Statement, along with the enclosed Notice of Joint Annual Meeting of
Shareholders and the accompanying proxy card (the "Proxy Card"), is being mailed
to shareholders on or about April 7, 2008. It explains what you should know
before voting on the matter described herein. Please read it carefully and keep
it for future reference.

In the descriptions of the Proposal below, the word "fund" sometimes is used to
mean an investment company or series thereof in general, and not the Funds whose
shareholders are solicited by this Proxy Statement. The term "Board," as used
herein, refers to a board of trustees/directors of a Fund. The term "Board
Member," as used herein, refers to a person who serves as a trustee or director
of a Fund (a "Trustee" or "Director").

The Meeting is being held to consider and to vote on the following Proposal for
the Funds, as indicated below and as described more fully herein, and such other
matters as properly may come before the Meeting:

PROPOSAL: To elect Board Members to the Board of each Fund as outlined below:

(A) For KHI, KMM and KST only, to elect thirteen Board Members to the
Board of each Fund;

The appointed proxies will vote in their discretion on any other business that
properly may come before the Meeting.

KTF AND KSM ONLY. Pursuant to the Amended and Restated Agreement and Declaration
of Trust of each Fund, each Board 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 Board Members, and the holders of the
Common Shares and the Preferred Shares, voting together as a single class, are
entitled to elect the eleven remaining Board Members.

The most recent Annual Report of each Fund, containing audited financial
statements for the applicable fiscal years, and the most recent Semiannual
Reports succeeding the Annual Report of each Fund, when applicable (each, a
"Report"), previously have been furnished to each Fund's shareholders. An
additional copy of each Report will be furnished without charge upon request by
writing to a Fund at 222 South Riverside Plaza, Chicago, Illinois 60606-5808, or
by calling 1-800-349-4281. Reports also are available on the DWS website at
www.dws-scudder.com or at the website of the Securities and Exchange Commission
(the "SEC") at www.sec.gov.

OVERVIEW OF DWS FUNDS BOARD CONSOLIDATION

At the Meeting, the Board of each Fund is recommending that shareholders elect a
slate of Board Members designed to achieve a consolidated Board for the Chicago
DWS Funds (which include your Fund) and for certain other DWS funds (the "New
York DWS Funds"). (Geographic references merely indicate where the Board for
each of these DWS funds has historically held most of its meetings.) The
Proposal, which begins on page 12, provides information on the Board Members
that you are being asked to elect at the Meeting. Below is information on the
initiative to consolidate the Boards of the DWS funds and the process being
followed to achieve a consolidated Board.

BACKGROUND

The current DWS funds are the result of a series of mergers and acquisitions of
several mutual fund families over the last two decades, including the fund
families of Kemper, Scudder, Morgan Grenfell, Alex Brown, Bankers Trust and
Deutsche. Due to these various transactions, historically, there have been
structural and organizational differences among the DWS funds, including
multiple Boards overseeing the DWS funds. Until recently, there were two primary
Boards that oversaw the DWS funds: the Board that oversees your Fund(s),
referred to as the Chicago Board; and the New York Board. The Chicago Board was
the result of the consolidation in 2000 of the two boards that originally
oversaw the Kemper Funds. The New York Board was the result of several board
consolidations, most recently in 2006 between the boards that originally oversaw
the Scudder Funds and the Deutsche Funds.

Due to the previous retirement of several independent Board Members of the
Chicago Board and the anticipated future retirement of additional independent
Board Members, the Chicago Board began a process in 2006 of exploring the
addition of new Board Members to ensure that the Chicago Board would have a
sufficient number of qualified individuals to adequately oversee the Chicago DWS
Funds in the coming years. At a Board meeting in November 2006, Deutsche
Investment Management Americas Inc. ("DIMA"), the Chicago DWS Funds' investment
adviser, proposed to the Chicago Board that it consider consolidating with the
New York Board. In response, the Chicago Board asked its Nominating and
Governance Committee to identify and explore the potential benefits of a
consolidated Board. To guide the Chicago Board in considering any board
consolidation, the Chicago Board relied on two primary principles: (i) that any
consolidation of the Boards overseeing the DWS funds be in the best interests of
the Chicago DWS Funds and (ii) that the mix of talents, backgrounds and
interests of the members of the consolidated Board would be appropriate and the
philosophies regarding board governance be compatible, so as to produce a well-
functioning, effective Board.

In its consideration of the proposal, the Nominating and Governance Committee,
among other things, reviewed the Investment Company Institute's Independent
Directors Council May 2005 Task Force Report on Director Oversight of Multiple
Funds, which indicated "that it is generally far more efficient to have a single
board review...common policies and procedures, and oversee common arrangements,
than to have multiple boards to do so," and that with a single board it is
"easier to implement ... changes on a complex-wide basis than in a piecemeal
fashion (which could easily occur if different boards were to come to different
conclusions)."

In fulfilling the Nominating and Governance Committee's assignment,
representatives of the Chicago Board met with representatives of the New York
Board on several occasions to discuss DIMA's proposal and its potential benefits
and to develop a process by which both the Chicago and New York Boards could
work together to determine the desirability of the proposal, identify and
address common issues and develop a mutually acceptable timeframe in which any
such board consolidation could be implemented. During the course of the
meetings, the representatives identified and discussed the potential benefits of
consolidating the Chicago and New York Boards, which included the following: (i)
the opportunity to fill vacancies on the Chicago Board due to recent and
contemplated retirements of several independent Board Members with experienced
individuals familiar with the DWS funds and its management organizations; (ii)
more efficient use of portfolio managers, fund officers and management personnel
and resources involved in Board meetings; (iii) more time for senior fund
management to respond to Board requests; (iv) consistent and unified oversight
of fund assets and operations; (v) standardization of policies among DWS funds;
(vi) more time for senior fund management to focus on investment performance,
servicing shareholders and managing the business; (vii) more timely action on
complex wide initiatives and issues; and (viii) the opportunity for a
consolidated Board to establish uniform board and fund governance policies and
compliance policies, reflective of the best practices of each individual Board
and the industry.

With the assistance of counsel to the independent Board Members, the New York
and Chicago Boards developed a plan of consolidation to address the timing and
terms of the proposed board consolidation.

On November 14, 2007, each of the Boards of the Chicago DWS Funds, including the
Board of your Fund (i) determined that the formation of a consolidated Board was
in the best interests of the Chicago DWS Funds and (ii) approved a plan of
consolidation outlining the process for implementing the board consolidation.

Pursuant to the plan of consolidation, a special meeting of shareholders was
held on March 31, 2008 for each open-end Chicago DWS Fund (the "Open-End Funds")
to elect a slate of Board Members designed to achieve the consolidated Board.
The Board Members elected to the consolidated Board of each Open-End Fund began
serving on April 1, 2008 (the "Consolidation Date"). Additionally, on the
Consolidation Date, each of the Chicago Board Members continuing as Board
Members of the consolidated Board were appointed to the board of each New York
DWS Fund. Finally, as part of the plan of consolidation, on the Consolidation
Date, each of the Chicago Board Members who did not stand for election to the
consolidated Board of the Open-End Funds resigned as Board Members of the Funds.
The Chicago Board members who resigned from your Fund's Board on the
Consolidation

Date are Messrs. Donald L. Dunaway, James R. Edgar and Robert B. Hoffman, and
Ms. Shirley D. Peterson. Accordingly, until new Board Members are elected, the
Board of each Fund consists of only five Board Members: Messrs. John W.
Ballantine, Paul K. Freeman, William McClayton, Axel Schwarzer and Robert H.
Wadsworth.

Further, pursuant to the plan of consolidation, on the Consolidation Date,
certain Board governance changes became effective for each DWS fund, including
the Funds. The changes included: (i) the adoption of new Board Governance
Policies; (ii) the appointment of new members to the standing committees of each
Board; and (iii) the adoption of new charters for each standing committee.
Additional information on these Board governance changes as they relate to the
Funds can be found under "Board Structure" on page 19 below.

As of the Consolidation Date, each of the Chicago Board Members continuing as
Board Members of the consolidated Board, except Dr. Freeman and Mr. Wadsworth,
serve on the Board of 50 registered trusts/corporations overseeing 135 funds in
the current configuration of the DWS funds complex. Dr. Freeman and Mr.
Wadsworth serve on the Board of 48 and 53 registered trusts/corporations,
respectively, overseeing 133 funds and 138 funds, respectively, in the current
configuration of the DWS funds complex. If elected to each Fund's Board, each of
the New York Board Members nominated for election by shareholders would serve on
the Board of 50 registered trusts/corporations overseeing 135 funds in the
current configuration of the DWS funds complex.

As noted above, four independent Board Members of the Chicago DWS Funds, did not
stand for re-election or resigned from each Chicago DWS Fund's Board (the "Non-
Continuing Board Members"). As part of the plan of consolidation, the Board of
each Chicago DWS Fund determined that, particularly given the benefits that
would accrue to the Chicago DWS Funds from the consolidation of the Boards, it
was appropriate to provide the Non-Continuing Board Members, a retirement
agreement, the terms of which included a one-time benefit. Pursuant to a
separate agreement between the Chicago DWS Funds and DIMA, DIMA agreed to
reimburse the Funds for the cost of such benefit, given that DIMA and its
affiliates also expect to benefit from administrative efficiencies of a
consolidated Board. Messrs. Dunaway, Edgar and Hoffman, and Ms. Peterson, the
Non-Continuing Board Members, each received a one-time retirement payment in an
amount based on the product of (i) such individual's 2007 annual Board Member
compensation times (ii) the lesser of five years or the number of years (and/or
portion thereof) from April 1, 2008 to the date when such individual would reach
the Chicago DWS Funds' mandatory retirement age. The amount received by each
Non-Continuing Board Member is as follows: $354,375 in the aggregate for all the
Chicago DWS Funds (between $64 and $68,321

per Fund) for Mr. Dunaway; $950,000 in the aggregate for all the Chicago DWS
Funds (between $172 and $183,153 per Fund) for Mr. Edgar; $138,750 in the
aggregate for all the Chicago DWS Funds (between $25 and $26,750 per Fund) for
Mr. Hoffman; and $937,500 in the aggregate for all the Chicago DWS Funds
(between $170 and $180,743 per Fund) for Ms. Peterson.

In addition to the one-time benefit, the retirement agreement and the related
separate agreement between the DWS Chicago Funds and DIMA also provided the Non-
Continuing Board Members of the Chicago DWS Funds certain assurances regarding
continuation of insurance and indemnification rights as described below.

The Funds shall take all actions reasonably necessary to assure that the
retirement agreement, the retirement of the independent Board Member and/or
the election or appointment of members of the consolidated Board shall not
reduce or impair any rights of the independent Board Member to
indemnification, defense, advancement of expenses, or other rights, for or
with respect to actual or threatened claims, liability, or expense that the
independent Board Member may incur or suffer arising from or with respect to
the independent Board Member's service in such capacity, except to the extent
that the consolidated board determines in the exercise of its duties to
modify the rights of all board members, past and present, without
distinction. It is understood that any such modification of rights shall not,
without the written consent of the independent Board Member, serve to modify
any contractual rights that the independent Board Member may have under any
agreement to which the independent Board Member and the Funds are parties.

For the six-year period following the Consolidation Date, the Funds currently
expect to maintain, D&O/E&O Insurance and IDL Insurance that is substantially
equivalent in scope to the current coverage, and in amounts providing
aggregate coverage with respect to the Funds and all funds overseen by the
consolidated board of at least $100 million for D&O/E&O Insurance and at
least $25 million for IDL Insurance; subject however to the right of the
consolidated Board in the exercise of its duties to determine that a lower
level of insurance coverage is in the best interests of the Funds provided
that any such reduction in coverage apply equally to their present and former
Board members.

Pursuant to the separate agreement, DIMA has agreed that the retirement of
the independent Board Members under the terms of the retirement agreements
shall in no way affect or diminish the contractual rights of indemnification
that the independent Board Members may have under any agreement of
indemnification between an independent Board Member and DIMA, including
without

limitation agreements of indemnification currently in effect with respect to
matters related to market timing and matters related to merged or liquidated
funds. Upon request made by any independent Board Member, DIMA has agreed to
execute a separate instrument confirming the existence and continuation of
any such agreement of indemnification.

In addition, pursuant to the separate agreement, in the event that the
consolidated Board determines to reduce insurance coverage below the minimum
levels stated above, then DIMA at its expense will purchase excess insurance
coverage for the benefit of the independent Board Members sufficient to
maintain such minimum coverage levels in place for the duration of the period
specified in the retirement agreements, provided that in the event that such
excess coverage is not available in the marketplace on commercially
reasonable terms from a conventional third-party insurer, DIMA (or an
affiliate of DIMA) may, at DIMA's discretion and in lieu of purchasing such
excess insurance coverage, elect instead to provide the independent Board
Members substantially equivalent protection in the form of a written
indemnity or financial guaranty reasonably acceptable to each such
independent Board Member.

DIMA shall reimburse all reasonable attorney fees, costs, and expenses that
an independent Board Member incurs in connection with any demand, action, or
proceeding to enforce the separate agreement directly against DIMA.

BOARD CONSIDERATIONS

The factors the Chicago Board considered in determining that a consolidated
Board is in the best interests of the Funds include the following:

- Board Vacancies. Board consolidation provided the opportunity to fill
vacancies on the Chicago Board due to recent and contemplated retirements of
several independent Board Members with experienced individuals familiar with
the DWS funds and its management organizations.

- Composition of the Consolidated Board. The Board considered the diversity
and experience of the nominees that would comprise the consolidated Board.
The Board noted that the nominees have distinguished careers in government,
law, finance, academia and other areas and would bring a wide range of
expertise to the expanded Board. In addition, all independent nominees have
experience as Board Members overseeing other DWS funds.

- Board Leadership. The Board considered the continuing individual Board
Members who are expected to serve as Chairperson of the Board and
Chairperson of the various Board Committees.

- Independence of Board Members. The Board considered that if elected, all but
one of the Board Members would be independent Board Members of any DWS fund
they oversee.

- Service Providers. The Board considered that the Chicago DWS Funds would
continue to retain the Funds' independent registered public accounting firm,
fund counsel and counsel to the independent Board Members.

- Standardization of Policies. The Board considered that the consolidated
Board would provide the opportunity to establish uniform governance and
compliance policies with respect to the DWS funds.

- Efficiency of Oversight. The Board considered that a consolidated Board
would provide consistent oversight of the DWS funds and their operations,
would allow management to increase its responsiveness to Board requests and
allow the Board and management to more efficiently address complex-wide
initiatives and issues.

- Efficient Use of Management Personnel. The Board considered that many
portfolio managers and other officers for the Funds also act as portfolio
managers and officers for other Chicago DWS Funds and for the New York DWS
Funds. A consolidated Board would eliminate the need for the portfolio
managers and other officers to prepare for and attend duplicative meetings,
allowing such personnel more time to focus on the Funds' business.

- Size of the Consolidated Board. Recognizing that recent regulatory changes
and the increasing complexities of the mutual fund business have
substantially increased the responsibilities of mutual fund boards, the
Board determined that a larger board would facilitate greater use of
committees to review specific types of issues in greater detail and to
develop greater expertise with respect to those issues. Because the
consolidated Board would oversee a larger number of funds across which the
expenses of the Board would be spread, the total cost to the Funds is not
expected to change materially if shareholders elect all of the nominees.

PROPOSAL
ELECTION OF BOARD MEMBERS

Each Fund is being asked to elect Board Members to the Board as described below.
For each Fund, except DHG, Board Members are elected annually pursuant to each
Fund's Declaration of Trust and By-Laws. Pursuant to DHG's Articles of Amendment
and Restatement and By-Laws, the Board Members of DHG have been divided into
three classes with each class being elected to serve for the periods described
below and thereafter until the third succeeding annual meeting subsequent to
their election.

KHI, KMM AND KST. Mses. Driscoll, Rimel and Stromberg and Messrs. Ballantine,
Becton, Fox, Freeman, Froewiss, Herring, McClayton, Schwarzer, Searcy and
Wadsworth are Board Member nominees for election by all shareholders.

KTF AND KSM. Holders of the Preferred Shares are entitled to elect two Board
Members. Both Messrs. Schwarzer and Wadsworth are nominees for election by
holders of the Preferred Shares of each Fund. In addition, eleven other Board
Member nominees are to be elected by holders of the Common Shares and the
Preferred Shares, voting together as a single class. Mses. Driscoll, Rimel and
Stromberg and Messrs. Ballantine, Becton, Fox, Freeman, Froewiss, Herring,
McClayton and Searcy are Board Member nominees for election by all shareholders.

DHG. Ms. Rimel and Messrs. Ballantine, Froewiss and Schwarzer are Class I Board
Member nominees for a term expiring at the annual meeting of shareholders in
2011 or until their successors have been duly elected and qualified. Ms.
Driscoll and Messrs. Fox, Herring and Searcy are Class II Board Member nominees
for a term expiring at the annual meeting of shareholders in 2009 or until their
successors have been duly elected and qualified. Ms. Stromberg and Mr. Becton
are Class III Board Member nominees for a term expiring at the annual meeting of
shareholders in 2010 or until their successors have been duly elected and
qualified. Messrs. Ballantine and Schwarzer are currently Class I Board Members.
Mr. Wadsworth is a current and continuing Class II Board Member with a term
expiring in 2009 and Messrs. Freeman and McClayton are current and continuing
Class III Board Members with terms expiring in 2010.

Information is provided below as of April 1, 2008 for each Board Member nominee
for election at the Meeting. All of the Board Member nominees, except Mr.
Schwarzer, would be "non-interested" Board Members, as that term is used in the
Investment Company Act of 1940 ("Independent Board Members"). Mr. Schwarzer, CEO
of DWS Scudder, would be an "interested" Board Member by virtue of his positions
with Deutsche Asset

Management ("DeAM"). Each Board Member nominee has indicated a willingness to
serve if elected.

INDEPENDENT BOARD MEMBERS/BOARD MEMBER NOMINEES

POSITION WITH THE
DWS FUNDS,
BUSINESS EXPERIENCE AND TERM OF OFFICE(2)
NAME AND DIRECTORSHIPS DURING THE PAST AND LENGTH OF TIME
YEAR OF BIRTH(1) 5 YEARS SERVED(4)
---------------- ----------------------------- -------------------

JOHN W. BALLANTINE Retired; formerly, Executive Chicago Board;
(1946) Vice President and Chief Risk Term: Annual or as
Management Officer, First a Class I Board
Chicago NBD Corporation/The Member until 2011;
First National Bank of and Member since
Chicago (1996-1998); 1999.
Executive Vice President and
Head of International Banking
(1995-1996). Directorships:
Healthways Inc. (provider of
disease and care management
services); Portland General
Electric (utility company);
Stockwell Capital Investments
PLC (private equity). Former
Directorships: First Oak
Brook Bancshares, Inc. and
Oak Brook Bank

HENRY P. BECTON, JR. Vice Chairman, WGBH New York Board;
(1943) Educational Foundation. Term: Annual or as
Directorships: Association of a Class III Board
Public Television Stations; Member until 2010;
Becton Dickinson and Company and Member since
(medical technology company); 1990.(3)
Belo Corporation (media
company); Boston Museum of
Science; Public Radio
International. Former
Directorships: American
Public Television; Concord
Academy; New England
Aquarium; Mass. Corporation
for Educational
Telecommunications; Committee
for Economic Development;
Public Broadcasting Service

DAWN-MARIE DRISCOLL President, Driscoll New York Board;
(1946) Associates (consulting firm); Term: Annual or as
Executive Fellow, Center for a Class II Board
Business Ethics, Bentley Member until 2009;
College; formerly, Partner, and Member since
Palmer & Dodge (1988-1990); 1987,(3)
Vice President of Corporate Chairperson since
Affairs and General Counsel, 2004.
Filene's (1978-1988).
Directorships: Trustee of 8
open-end mutual funds managed
by Sun Capital Advisers, Inc.
(since 2007); Director of ICI
Mutual Insurance Company
(since 2007); Advisory Board,
Center for Business Ethics,
Bentley College; Trustee,
Southwest Florida Community
Foundation (charitable
organization); Former
Directorships: Investment
Company Institute (audit,
executive, nominating
committees) and Independent
Directors Council
(governance, executive
committees)

KEITH R. FOX Managing General Partner, New York Board;
(1954) Exeter Capital Partners (a Term: Annual or as
series of private equity a Class II Board
funds). Directorships: Member until 2009;
Progressive Holding and Member since
Corporation (kitchen goods 1996.(3)
importer and distributor);
Natural History, Inc.
(magazine publisher); Box Top
Media Inc. (advertising); The
Kennel Shop (retailer)

PAUL K. FREEMAN Consultant, World Bank/Inter- Chicago Board;
(1950) American Development Bank; Term: Annual or as
formerly, Project Leader, a Class III Board
International Institute for Member until 2010;
Applied Systems Analysis and Member since
(1998-2001); Chief Executive 2002, Chairperson
Officer, The Eric Group, Inc. since 2007.
(environmental insurance)
(1986-1998)

KENNETH C. FROEWISS Clinical Professor of New York Board;
(1945) Finance, NYU Stern School of Term: Annual or as
Business (1997-present); a Class I Board
Member, Finance Committee, Member until 2011;
Association for Asian Studies and Member since
(2002-present); Director, 2001.(3)
Mitsui Sumitomo Insurance
Group (US) (2004-present);
prior thereto, Managing
Director, J.P. Morgan
(investment banking firm)
(until 1996)

RICHARD J. HERRING Jacob Safra Professor of New York Board;
(1946) International Banking and Term: Annual or as
Professor, Finance a Class II Board
Department, The Wharton Member until 2009;
School, University of and Member since
Pennsylvania (since July 1990.(3)
1972); Co-Director, Wharton
Financial Institutions Center
(since July 2000); Director,
Japan Equity Fund, Inc.
(since September 2007), Thai
Capital Fund, Inc. (since
September 2007), Singapore
Fund, Inc. (since September
2007). Formerly, Vice Dean
and Director, Wharton
Undergraduate Division (July
1995-June 2000); Director,
Lauder Institute of
International Management
Studies (July 2000-June 2006)

WILLIAM MCCLAYTON Chief Administrative Officer, Chicago Board;
(1944) Diamond Management & Term: Annual or as
Technology Consultants, Inc. a Class III Board
(global management consulting Member until 2010;
firm) (2001-present); and Member since
formerly, Senior Partner, 2004.
Arthur Andersen LLP
(accounting) (1966-2001).
Directorships: Board of
Managers, YMCA of
Metropolitan Chicago;
formerly, Trustee, Ravinia
Festival

REBECCA W. RIMEL (1951) President and Chief Executive New York Board;
Officer, The Pew Charitable Term: Annual or as
Trusts (charitable a Class I Board
organization) (1994 to Member until 2011;
present); Trustee, Thomas and Member since
Jefferson Foundation 1995.(3)
(charitable organization)
(1994 to present); Trustee,
Executive Committee,
Philadelphia Chamber of
Commerce (2001 to present).
Formerly, Executive Vice
President, The Glenmede Trust
Company (investment trust and
wealth management) (1983-
2004); Board Member, Investor
Education (charitable
organization) (2004-2005);
Director, Viasys Health Care
(January 2007-June 2007)

WILLIAM N. SEARCY, JR. Private investor since New York Board;
(1946) October 2003; Trustee of 8 Term: Annual or as
open-end mutual funds managed a Class II Board
by Sun Capital Advisers, Inc. Member until 2009;
(since October 1998). and Member since
Formerly, Pension & Savings 1993.(2)
Trust Officer, Sprint
Corporation
(telecommunications)
(November 1989-September
2003)

JEAN GLEASON STROMBERG Retired. Formerly, Consultant New York Board;
(1943) (1997-2001); Director, US Term: Annual or as
Government Accountability a Class III Board
Office (1996-1997); Partner, Member until 2010;
Fulbright & Jaworski, L.L.P. and Member since
(law firm) (1978-1996). 1997.(3)
Directorships: The William
and Flora Hewlett Foundation;
Service Source, Inc. Former
Directorships: Mutual Fund
Directors Forum (2002-2004),
American Bar Retirement
Association (funding vehicle
for retirement plans) (1987-
1990 and 1994-1996)

ROBERT H. WADSWORTH President, Robert H. Chicago Board;
(1940) Wadsworth & Associates, Inc. Term: Annual or as
(consulting firm) (1983 to a Class II Board
present) Member until 2009;
and Member since
2004.

INTERESTED BOARD MEMBER NOMINEE

POSITION WITH THE
DWS FUNDS, TERM OF
BUSINESS EXPERIENCE AND OFFICE(2) AND
NAME AND DIRECTORSHIPS DURING THE PAST LENGTH OF TIME
YEAR OF BIRTH(1) 5 YEARS SERVED(4)
---------------- ------------------------------ -------------------

AXEL SCHWARZER Managing Director, Deutsche New York Board;
(1958) Asset Management; Head of Term: Annual or as
Deutsche Asset Management a Class I Board
Americas; CEO of DWS Scudder; Member until 2011;
formerly, board member of DWS and Member since
Investments, Germany (1999- 2006.
2005); formerly, Head of Sales
and Product Management for the
Retail and Private Banking
Division of Deutsche Bank in
Germany (1997-1999); formerly,
various strategic and
operational positions for
Deutsche Bank Germany Retail
and Private Banking Division
in the field of investment
funds, tax driven instruments
and asset management for
corporates (1989-1996)

--------

(1) Unless otherwise indicated, the mailing address of each Board Member
Nominee is c/o Chairperson, P.O. Box 100176, Cape Coral, FL 33904. The
mailing address of Axel Schwarzer is c/o Deutsche Investment Management
Americas Inc., 345 Park Avenue, New York, New York 10154.

(2) For DHG, if elected, Ms. Rimel and Messrs. Ballantine, Froewiss and
Schwarzer will serve as Class I Board Members with a term expiring in
2011; Ms. Driscoll and Messrs. Fox, Herring and Searcy will serve as
Class II Board Members with a term expiring in 2009; and Ms. Stromberg
and Mr. Becton will serve as Class III Board Members, with a term
expiring in 2010. Mr. Wadsworth is a continuing Class II Board

Member with a term expiring in 2009 and Messrs. Freeman and McClayton are
continuing Class III Board Members with terms expiring in 2010.

(3) Indicates the year in which the Board Member nominee joined the Board of
one or more DWS funds now overseen by the New York Board.

(4) Each Board Member nominee, except Dr. Freeman and Mr. Wadsworth will
oversee 135 funds in the DWS funds complex. Dr. Freeman and Mr. Wadsworth
will oversee 133 funds and 138 funds in the DWS funds complex,
respectively.

As reported to the Funds, Exhibit A to this Proxy Statement sets forth dollar
range of securities beneficially owned and the amount of shares beneficially
owned by the Board Member nominees in each Fund as of March 28, 2008.

Under the Board Governance Policies, the consolidated Board has established the
expectation that within three years of becoming a Board Member, a Board Member
will have invested in the aggregate at least $200,000 in the DWS funds.

COMPENSATION OF BOARD MEMBERS AND OFFICERS

Currently, the Funds each pay the Independent Board Members an annual base
retainer, paid quarterly, and, as applicable, an additional annual fixed fee(s)
for serving as a committee member, committee chairperson and/or as the
Independent Board chairperson. The Board Members serve as board members of
various other funds advised by DIMA. DIMA pays the compensation and expenses of
its personnel who serve as Board Members and officers on behalf of the Funds and
receives a management fee for its services.

Board Members who are officers, directors, employees or stockholders of DIMA or
its affiliates receive no direct compensation from the Funds, although they are
compensated as employees of DIMA, or its affiliates, and as a result may be
deemed to participate in fees paid by the Funds. The Independent Board Members
are not entitled to benefits under any fund pension or retirement plan.

Exhibit B to this Proxy Statement sets forth compensation paid to each Board
Member by each Fund for its most recently completed fiscal year and to each
Board Member nominee by the DWS funds complex (which includes other Chicago DWS
Funds, the New York DWS Funds and other DWS funds) for the calendar year ended
December 31, 2007.

CERTAIN INDEMNIFICATION ARRANGEMENTS

In addition to customary indemnification rights provided by the governing
instruments of each Fund, Board Members may be eligible to seek indemnification
from DIMA in connection with certain matters as follows. 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, DIMA 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 DIMA
("Enforcement Actions") or that are the basis for private actions brought by
shareholders of the Funds against the Funds, their Board Members and officers,
DIMA and/or certain other parties ("Private Litigation"), or any proceedings or
actions that may be threatened or commenced in the future by any person
(including governmental authorities), arising from or similar to the matters
alleged in the Enforcement Actions or Private Litigation. In recognition of its
undertaking to indemnify the applicable Funds and in light of the rebuttable
presumption generally afforded to Independent Board Members of funds that they
have not engaged in conduct that would not entitle them to indemnification, DIMA
has also agreed, subject to applicable law and regulation, to indemnify the
Funds' Independent Board Members, against certain liabilities the Independent
Board Members 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 Board Members in connection with any Enforcement
Actions or Private Litigation. DIMA is not, however, required to provide
indemnification and advancement of expenses to any Independent Board Member of a
Fund: (1) with respect to any proceeding or action with respect to which the
Fund's Board determines that the Independent Board Member ultimately would not
be entitled to indemnification or (2) for any liability of the Independent Board
Member to the Fund or its shareholders to which such Independent Board Member
would otherwise be subject by reason of willful misfeasance, bad faith, gross
negligence or reckless disregard of such Independent Board Member's duties as a
trustee or director of the Fund as determined in a final adjudication in such
action or proceeding. The estimated amount of any expenses that may be advanced
to an Independent Board Member or indemnity that may be payable under the
indemnity agreements is currently unknown. These agreements by DIMA will survive
the termination of the investment management agreements between DIMA and the
Funds.

In addition, Dr. Freeman, prior to his service as an Independent Board Member 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. ("DAMI"), an affiliate of DIMA,
agreed to recommend, and, if necessary obtain, directors and officers ("D&O")
liability insurance coverage for the prior board members, including Dr. Freeman,
that is at least as equivalent in scope and amount to the D&O coverage provided
to the prior board members for the six-year period following the Effective Date.
In the event that D&O insurance coverage is not available in the commercial
marketplace on commercially reasonable terms from a conventional third party
insurer, DAMI reserved the right to provide substantially equivalent protection
in the form of an indemnity or financial guarantee from an affiliate of DAMI.
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.

OFFICERS

The officers of each Fund are set forth in Exhibit C hereto.

BOARD STRUCTURE

The primary responsibility of each Fund's Board is to represent the interests of
the shareholders and to provide oversight of the management of the Fund. If the
Board Member nominees proposed for election to each Board are approved by
shareholders, each Board will be comprised of one individual who would be an
interested Board Member, and twelve individuals who would be Independent Board
Members. 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 Member nominees are elected by shareholders,
92% will be Independent Board Members. Each of the nominees that will be
considered an Independent Board Member, if elected, has been selected and
nominated solely by the current Independent Board Members of each Fund.

Each Fund's Board meets multiple times during the year to review investment
performance and other operational matters, including regulatory and compliance
related policies and procedures. Furthermore, the Independent Board Members
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 Board Members in performing their duties. For example, the
Independent Board Members

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 calendar year 2007, the Boards of KHI, KTF and KSM each met six times and
the Boards of DHG, KMM and KST each met seven times. Each Board Member attended
at least 75% of the respective meetings of the Boards and the Committees (if a
member thereof) held during calendar year 2007.

The Board of each Fund provides a process for shareholders to send
communications to the Board. Correspondence should be sent by U.S. mail or
courier service to a Fund's Chairperson, P.O. Box 100176, Cape Coral, FL 33904,
who will forward it to a specific Board Member if addressed to that Board
Member.

Dr. Freeman has served as Chairperson of the Board of each Fund since January
2007. If the Proposal is approved by shareholders, it is anticipated that Ms.
Driscoll will serve as Chairperson of each Fund's Board and Dr. Freeman will
serve as Vice Chairperson. It is expected that Dr. Freeman will serve as
Chairperson of each Fund's Board, effective April 1, 2009, for an initial term
of three years.

As of the Consolidation Date, the Board of each Fund has established the
following standing committees: Audit Committee, Nominating and Governance
Committee, Contract Committee, Equity Oversight Committee (for DHG only), Fixed-
Income and Quant Oversight Committee, Operations Committee, Marketing and
Shareholder Services Committee and Valuation Committee (each a "Committee"). For
each Committee, a new written charter setting forth the Committee's
responsibilities was adopted by each Board effective as of the Consolidation
Date. The function, membership and number of meetings held in calendar year 2007
for each Committee is discussed below. All Committee members are Independent
Board Members.

AUDIT COMMITTEE. Each Fund's Audit Committee makes recommendations regarding the
selection of the independent registered public accounting firm for a Fund,
confers with the independent registered public accounting firm regarding a
Fund's financial statements, the results of audits and related matters, and
performs such other tasks as the full Board deems necessary or appropriate. Each
Fund's Audit Committee is governed by the Audit Committee Charter, a copy of
which is attached as Exhibit D. Each Fund's Audit Committee is comprised of only
Independent Board Members 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. Each Fund's Audit Committee receives
representations from the independent registered public

accounting firm as to its independence. Each Fund's Audit Committee held seven
meetings (eight for DHG) during calendar year 2007.

For the 2007 fiscal year, each Fund's Audit Committee reviewed and discussed the
audited financial statements with management. Each Fund's Audit 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 each Fund's Audit Committee the written disclosure
required by Independence Standards Board Standard No. 1 (Independence
Discussions with Audit Committees), and each Fund's Audit Committee discussed
with representatives of the independent registered public accounting firm their
firm's independence, including the matters described beginning on page 26. Based
on its review of the 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, each
Fund's Audit Committee recommended to the Fund's Board that the audited
financial statements be included in the annual report provided to shareholders
for the Fund's 2007 fiscal year. Prior to the Consolidation Date, the members of
each Fund's Audit Committee were:

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

If the Proposal is approved by shareholders, the members of each Fund's Audit
Committee will be: William McClayton (Chair), Kenneth C. Froewiss (Vice Chair),
John W. Ballantine, Henry P. Becton, Jr., Keith R. Fox and William N. Searcy,
Jr.

NOMINATING AND GOVERNANCE COMMITTEE. Each Fund's Nominating and Governance
Committee seeks and reviews candidates for consideration as nominees for
membership on a Board and oversees the administration of the Board Governance
Policies. Each Fund's Nominating and Governance Committee is governed by the
Nominating and Governance Committee Charter, a copy of which is attached as
Exhibit E.

Each Fund's Nominating and Governance Committee receives and reviews information
on individuals qualified to be recommended to a Board as nominees for election
as Board Members, including any recommendations by shareholders. Shareholders
may recommend candidates for Board positions by forwarding their correspondence
by U.S. mail or courier service to a Fund's Chairperson for the attention of the
Chairperson, P.O. Box 100176, Cape Coral, FL 33904.

Each Fund's Nominating and Governance Committee is comprised of only Independent
Board Members who are "independent" as defined in the NYSE and the CHX listing
standards applicable to closed-end funds. Each Fund's Nominating and Governance
Committee held six meetings during calendar year 2007. Prior to the
Consolidation Date, the members of each Fund's Nominating and Governance
Committee were Shirley D. Peterson (Chair), James R. Edgar and William
McClayton. If the Proposal is approved by shareholders, the members of each
Fund's Nominating and Governance Committee will be Henry P. Becton, Jr. (Chair),
Rebecca W. Rimel (Vice Chair), Paul K. Freeman and William McClayton.

CONTRACT COMMITTEE. Each Fund's Contract Committee, which consists entirely of
Independent Board Members, oversees the annual contract review process. Each
Fund's Contract Committee held two meetings during calendar year 2007. Each
Fund's Contract Committee oversees all of the financial arrangements between the
Fund and DIMA and its affiliates, as well as the proposed organization of new
funds and proposed fund mergers and liquidations. Prior to the Consolidation
Date, the members of each Fund's Contract Review Committee were Paul K. Freeman
(Chair), John W. Ballantine, Donald L. Dunaway, William McClayton and Robert H.
Wadsworth. If the Proposal is approved by shareholders, the members of each
Fund's Contract Committee will be Robert H. Wadsworth (Chair), Keith R. Fox
(Vice Chair), Henry P. Becton, Jr., Richard J. Herring, William McClayton and
Jean Gleason Stromberg.

FIXED-INCOME AND QUANT OVERSIGHT COMMITTEE. Each Fund's Fixed-Income and Quant
Oversight Committee oversees investment activities of the Fund, such as
investment performance and risk, expenses and services provided under the
investment management agreements. Each Fund's Fixed-Income and Quant Oversight
Committee held five meetings during calendar year 2007. Prior to the
Consolidation Date, the members of each Fund's Fixed-Income and Quant Oversight
Committee were Donald L. Dunaway (Chair), Shirley D. Peterson and Robert H.
Wadsworth. If the Proposal is approved by shareholders, the members of each
Fund's Fixed-Income and Quant Oversight Committee will be William N. Searcy, Jr.
(Chair), Jean Gleason Stromberg (Vice Chair), Dawn-Marie Driscoll, Paul K.
Freeman, Kenneth C. Froewiss and Robert H. Wadsworth.

EQUITY OVERSIGHT COMMITTEE (FOR DHG ONLY). DHG's Equity Oversight Committee
oversees investment activities of DHG, such as investment performance and risk,
expenses and services provided under the investment management agreements. DHG's
Equity Oversight Committee held five meetings during calendar year 2007. Prior
to the Consolidation Date, the members of DHG's Equity Oversight Committee were
John W. Ballantine (Chair), James R. Edgar and Robert B. Hoffman. If the
Proposal is approved by shareholders, the members of DHG's Equity

Oversight Committee will be John W. Ballantine (Chair), William McClayton (Vice
Chair), Henry P. Becton, Jr., Keith R. Fox, Richard J. Herring and Rebecca W.
Rimel.

OPERATIONS COMMITTEE. Each Fund's Operations Committee oversees the operations
of the Fund, such as reviewing a Fund's administrative fees and expenses,
portfolio transaction policies, custody and transfer agency arrangements and
shareholder services. Each Fund's Operations Committee held six meetings during
calendar year 2007. Each Fund's Operations Committee oversees insurance,
valuation, legal and compliance matters. Prior to the Consolidation Date, the
members of each Fund's Operations Committee were Robert H. Wadsworth (Chair),
John W. Ballantine and James R. Edgar. If the Proposal is approved by
shareholders, the members of each Fund's Operations Committee will be Paul K.
Freeman (Chair), Dawn-Marie Driscoll (Vice Chair), John W. Ballantine, Kenneth
C. Froewiss, Rebecca W. Rimel and William N. Searcy, Jr. Each Fund's Valuation
Committee functions as a subcommittee of the Operations Committee. Each Fund's
Valuation Committee reviews Valuation Procedures adopted by the Board,
determines fair value of each Fund's securities as needed in accordance with the
Valuation Procedures and performs such other tasks as the full Board deems
necessary. Each Fund's Valuation Committee held two meetings during calendar
year 2007, except KHI, which held three meetings, and DHG, which held four
meetings.

MARKETING AND SHAREHOLDER SERVICES COMMITTEE. The Marketing and Shareholder
Services Committee is a new committee of each Board created on the Consolidation
Date. Each Fund's Marketing and Shareholder Services Committee will oversee the
(i) quality, costs and types of shareholder services provided to the Fund and
its shareholders, and (ii) marketing programs, sales practices and literature
related to the Fund. If the Proposal is approved by shareholders, the members of
each Fund's Marketing and Shareholder Services Committee will be Richard J.
Herring (Chair), Dawn-Marie Driscoll (Vice Chair), Paul K. Freeman, Rebecca W.
Rimel, Jean Gleason Stromberg and Robert H. Wadsworth.

REQUIRED VOTE

Each Fund will vote separately on the election of Board Member nominees. For
each Fund, the election of a Board Member nominee requires the affirmative vote
of a plurality of the shares represented in person or by proxy at the Meeting.

RECOMMENDATION OF THE BOARD

The Board of your Fund believes that the election of each Board Member nominee
is in the best interests of your Fund. ACCORDINGLY, THE BOARD UNANIMOUSLY
RECOMMENDS THAT SHAREHOLDERS VOTE FOR THE ELECTION OF EACH BOARD MEMBER NOMINEE
AS SET FORTH IN THE PROPOSAL.

INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Each Board, including the Independent Board Members, 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 each 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 2006 and 2007 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 each Fund's 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 the two most
recent fiscal years: (i) for audit and non-audit services provided to the Fund,
and (ii) for engagements for non-audit services preapproved by each Fund's Audit
Committee for DIMA and certain entities controlling, controlled by, or under
common control with DIMA that provide ongoing services to the Fund
(collectively, the "DIMA Entities"), which engagements relate directly to the
operations and financial reporting of the Fund. Each Fund's Audit Committee has
reviewed whether E&Y's receipt of non-audit fees from the Fund, DIMA and all
DIMA Entities is compatible with maintaining E&Y's independence.

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

DHG
2006*............... N/A $0 $ 80,000 N/A $316,254 $0 $0
2007................ $52,955 $0 $250,000 $7,221 $486,614 $0 $0
KHI
2006................ $46,499 $0 $ 80,000 $6,341 $316,254 $0 $0
2007................ $49,261 $0 $250,000 $6,717 $486,614 $0 $0
KMM
2006................ $46,574 $0 $ 80,000 $6,351 $316,254 $0 $0
2007................ $49,344 $0 $250,000 $6,729 $486,614 $0 $0
KTF
2006................ $49,067 $0 $ 80,000 $6,691 $316,254 $0 $0
2007................ $51,719 $0 $250,000 $7,053 $486,614 $0 $0

KSM
2006................ $46,590 $0 $ 80,000 $6,353 $316,254 $0 $0
2007................ $49,329 $0 $250,000 $6,726 $486,614 $0 $0
KST
2006................ $45,860 $0 $ 80,000 $6,254 $316,254 $0 $0
2007................ $48,620 $0 $250,000 $6,630 $486,614 $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."

* DHG commenced operations on November 22, 2006.

Audit Committee Pre-Approval Policies and Procedures. Generally, each Fund's
Audit Committee must pre-approve (i) all services to be performed for a Fund by
a Fund's independent registered public accounting firm and (ii) all non-audit
services to be performed by a Fund's independent registered public accounting
firm for the DIMA Entities with respect to operations and financial reporting of
the Fund, except that the Chairperson or Vice Chairperson of each Fund's 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 each Fund's
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 DIMA Entities for the two most
recent fiscal years for each Fund. In assessing E&Y's independence, each Fund's
Audit Committee considers the opinions of Fund management.

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

2006*........... $ 862,017 $1,271,215 $1,271,225 $1,271,565 $1,271,227 $1,271,128
2007............ $1,978,161 $1,708,857 $1,708,869 $1,709,193 $1,708,866 $1,708,770

--------

* DHG commenced operations on November 22, 2006.

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

ADDITIONAL INFORMATION

PROXY COSTS. The Funds will pay the costs of preparing, printing and mailing the
enclosed Proxy Card and Proxy Statement and all other costs incurred in
connection with the solicitation of proxies, including any additional
solicitation made by letter, telephone or telegraph for each Fund. In addition
to solicitation by mail, certain officers and representatives of the Funds,
officers and employees of DIMA 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.

QUORUM AND REQUIRED VOTE. Proxies are being solicited from your Fund's
shareholders by your Fund's Board for the Meeting. Unless revoked, all valid
proxies will be voted in accordance with the specification thereon or, in the
absence of specification, FOR election of all Board Member nominees and as the
persons named in the proxy determine on such other business as may come before
the Meeting. Shareholders who execute proxies may revoke them at any time before
they are voted, either by writing to a Fund or in person at the time of the
Meeting. For each Fund, except DHG, the presence at the Meeting of 30% of the
shares of such Fund, respectively, outstanding and entitled to vote at the
Meeting constitutes a quorum for the Meeting. 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. For DHG, the presence at the Meeting of a
majority of the shares outstanding and entitled to vote at the Meeting
constitutes a quorum for the Meeting. 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. For DHG, an adjournment
may not extend beyond a date 120 days after the Record Date. 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.

For each Fund, each whole share is entitled to one vote and each fractional
share is entitled to a proportionate fractional vote. Election of Board Members
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 Board Members 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 eleven remaining Board Members. Broker non-votes will have no effect;
the persons receiving the largest number of votes will be elected.

RECORD DATE AND METHOD OF TABULATION. Shareholders of record at the close of
business on March 28, 2008 (the "Record Date") are 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 NAME SHARES OUTSTANDING
--------- ------------------

DHG.................................... 52,140,425.98
KHI.................................... 32,291,597.83
KMM.................................... 24,256,668.41
KTF
Common............................... 38,973,230.54
Preferred............................ 53,000.00
KSM
Common............................... 10,945,306.42
Preferred............................ 2,800.00
KST.................................... 4,694,525.18

Votes cast by proxy or in person at the Meeting will be counted by persons
appointed by the Funds as tellers for the Meeting. For the Proposal,
shareholders will vote by individual Fund.

The tellers will count shares represented by proxies that reflect "broker non-
votes" (i.e., shares held by brokers or nominees as to which (i) instructions
have not been received from the beneficial owners or the persons entitled to
vote, and (ii) the broker or nominee does not have the discretionary voting
power on a particular matter) as shares that are present and entitled to vote on
the matter for purposes of determining the presence of a quorum. "Broker non-
votes" will have no effect on the Proposal. Accordingly, shareholders are urged
to forward their voting instructions promptly.

DEUTSCHE BANK VOTING. Deutsche Bank Trust Company Americas ("Deutsche Bank
Trust") will vote any shares in accounts as to which Deutsche Bank Trust has
voting authority, and shares in any other accounts as to which Deutsche Bank
Trust is the agent of record, which are not otherwise represented in person or
by proxy at the Meeting. Deutsche Bank Trust will vote shares of the Funds over
which it has investment discretion in accord with its fiduciary and other legal
obligations, and in its discretion may consult with the beneficial owners or
other fiduciaries. Deutsche Bank Trust will vote shares of the Funds for which
it is the owner of record but does not have investment discretion, which are not
otherwise represented in person or by proxy at the Meeting, in the same
proportion as the votes cast by holders of all shares in the Funds otherwise
represented at the Meeting. This practice is commonly referred to as "mirror" or
"echo" voting. Deutsche Bank Trust and its affiliates will vote any shares held
in proprietary accounts in accordance with their voting procedures.

SHARE OWNERSHIP. As of March 28, 2008, each Fund knows of no person who owns
more than 5% of any of the outstanding shares of a class of the

Fund. Collectively, for each Fund, the Board Members and executive officers of
the Fund and each Board Member nominee own less than 1% of such Fund's
outstanding shares. As of December 31, 2007, the Independent Board Members,
Interested Board Member and executive officers did not own any Preferred Shares
of KTF or KSM. The number of shares beneficially owned is determined under rules
of the SEC, and the information is not necessarily indicative of beneficial
ownership for any other purpose.

REVOCATION OF PROXIES. Proxies, including proxies given by telephone or via the
Internet, may be revoked at any time before they are voted either (i) by a
written revocation received by the Secretary of the applicable Fund at Two
International Place, Boston, MA 02110, (ii) by properly submitting a later-dated
Proxy Card that is received by the Fund at or prior to the Meeting or (iii) by
attending the Meeting and voting in person. Merely attending the Meeting without
voting, however, will not revoke a proxy previously given.

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 Board Members, DIMA, affiliated persons of DIMA 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 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, 2007 (September 30,
2007 for DHG), all filings were timely, except that Robert A. Kloby, the Chief
Compliance Officer, filed a late Form 3 for DHG.

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, DIMA, Deutsche Bank Trust
Company Americas and DWS Trust Company. DeAM is a global asset management
organization that offers a wide range of investing expertise and resources,
including hundreds of portfolio managers and analysts and an office network that
reaches the world's major investment centers. This global investment platform
brings together a wide variety of experience and investment insight, across
industries, regions, asset classes and investing styles. DIMA is an indirect,
wholly-owned subsidiary of Deutsche Bank AG. Deutsche Bank AG is a major global
banking institution that is engaged in a wide range of financial

services, including investment management, mutual fund, retail, private and
commercial banking, investment banking and insurance.

SUBMISSION OF SHAREHOLDER PROPOSALS

Shareholders wishing to submit proposals for inclusion in a proxy statement for
a shareholders' meeting to be held in 2009 should send their written proposals
to the Secretary of the applicable Fund at the following address: One Beacon
Street, Boston, MA 02108.

It is currently anticipated that the next annual meeting of shareholders will be
held in May 2009. A shareholder wishing to submit a proposal for inclusion in a
Fund's proxy statement for the 2009 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 9, 2008 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. Each Fund, except DHG, will treat any
such notice received no later than February 23, 2009 as timely. The timely
submission of a proposal, however, does not guarantee its inclusion under either
rule.

DHG has established advance notice requirements pursuant to its Amended and
Restated Bylaws for the submission of shareholder proposals outside of the
process of Rule 14a-8. Pursuant to the advance notice provisions of DHG's
Amended and Restated By-Laws, for nominations of individuals for election to the
Board of Directors or other business to be properly brought before an annual
meeting by a shareholder pursuant to the advance notice provisions, the
shareholder must have given timely notice thereof in writing to the Secretary of
the Corporation and such other business must otherwise be a proper matter for
action by the shareholders. To be timely, a shareholder's notice shall set forth
all information required pursuant to the advance notice requirements and shall
be delivered to the Secretary at the principal executive office of the
Corporation not earlier than November 7, 2008 nor later than 5:00 p.m., Eastern
Time, on December 9, 2008.

Such shareholder's notice shall set forth (i) as to each individual whom the
shareholder proposes to nominate for election or re-election as a director, (A)
the name, age, business address and residence address of such individual, (B)
the class, series and number of any shares of stock of the Corporation that are
beneficially owned by such individual, (C) the date such shares were acquired
and the investment intent of such acquisition,

(D) whether such shareholder believes any such individual is, or is not, an
"interested person" of the Corporation, as defined in the 1940 Act and
information regarding such individual that is sufficient, in the discretion of
the Board of Directors or any committee thereof or any authorized officer of the
Corporation, to make such determination and (E) all other information relating
to such individual that is required to be disclosed in solicitations of proxies
for election of directors in an election contest (even if an election contest is
not involved), or is otherwise required, in each case pursuant to Regulation 14A
(or any successor provision) under the 1934 Act (including such individual's
written consent to being named in the proxy statement as a nominee and to
serving as a director if elected); (ii) as to any other business that the
shareholder proposes to bring before the meeting, a description of such
business, the reasons for proposing such business at the meeting and any
material interest in such business of such shareholder and any shareholder
associated person (as defined in the By-Laws), individually or in the aggregate,
including any anticipated benefit to the shareholder and the shareholder
associated person therefrom; (iii) as to the shareholder giving the notice and
any shareholder associated person, the class, series and number of all shares of
stock of the Corporation which are owned by such shareholder and by such
shareholder associated person, if any, and the nominee holder for, and number
of, shares owned beneficially but not of record by such shareholder and by any
such shareholder associated person; (iv) as to the shareholder giving the notice
and any shareholder associated person covered by clauses (ii) or (iii) of this
paragraph, the name and address of such shareholder, as they appear on the
Corporation's stock ledger and current name and address, if different, and of
such shareholder associated person; and (v) to the extent known by the
shareholder giving the notice, the name and address of any other shareholder
supporting the nominee for election or reelection as a director or the proposal
of other business on the date of such shareholder's notice.

Upon written request by the Secretary or the Board of Directors or any committee
thereof, any shareholder proposing a nominee for election as a director or any
proposal for other business at a meeting of shareholders shall provide, within
five Business Days of delivery of such request (or such other period as may be
specified in such request), written verification, satisfactory, in the
discretion of the Board of Directors or any committee thereof or any authorized
officer of the Corporation, to demonstrate the accuracy of any information
submitted by the shareholder pursuant to advance notice provisions. If a
shareholder fails to provide such written verification within such period, the
information as to which written verification was requested may be deemed not to
have been provided in accordance with the advance notice provisions.

Only such individuals who are nominated in accordance with the advance notice
provisions shall be eligible for election by shareholders as directors,

and only such business shall be conducted at a meeting of shareholders as shall
have been brought before the meeting in accordance with the advance notice
provisions. The chairperson of the meeting shall have the power to determine
whether a nomination or any other business proposed to be brought before the
meeting was made or proposed, as the case may be, in accordance with the advance
notice provisions.

OTHER MATTERS TO COME BEFORE THE MEETING

No Board Member is aware of any matters that will be presented for action at the
Meeting other than the matters set forth therein. 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 as to any such other
matters in accordance with their best judgment in the interest of each Fund.

IF YOU HAVE ANY QUESTIONS CONCERNING THIS PROXY STATEMENT OR THE PROCEDURES TO
BE FOLLOWED TO EXECUTE AND TO DELIVER A PROXY CARD, PLEASE CONTACT GEORGESON
INC. AT 1-800-561-3991.

SHAREHOLDERS WHO DO NOT EXPECT TO BE PRESENT AT THE MEETING AND WHO WISH TO HAVE
THEIR SHARES VOTED ARE REQUESTED TO DATE AND TO SIGN THE ENCLOSED PROXY CARD AND
TO RETURN IT IN THE ENCLOSED ENVELOPE, OR TO FOLLOW THE INSTRUCTIONS ON THE
ENCLOSED PROXY CARD FOR VOTING BY TELEPHONE OR THROUGH THE INTERNET.

EXHIBIT A

NOMINEE SHARE OWNERSHIP

As of March 28, 2008, the Board Member nominees and the officers of each Fund as
a whole owned less than 1% of the outstanding shares of the Funds.

The following tables show the dollar range of equity securities beneficially
owned and the amount of shares beneficially owned by each Board Member nominee
in each Fund as of March 28, 2008.

Each Board Member nominee owns over $100,000 of shares on an aggregate basis in
all DWS funds overseen by the nominee as of March 28, 2008.

DOLLAR RANGE OF EQUITY SECURITIES BENEFICIALLY OWNED
-----------------------------------------------------------------------------------------------
INDEPENDENT NOMINEES
-----------------------------------------------------------------------------------------------
CURRENT BOARD MEMBER NOMINEES OTHER NOMINEES
------------------------------------------------ ---------------------------------------------
JOHN W. PAUL K. WILLIAM ROBERT H. HENRY P. DAWN-MARIE KEITH R. KENNETH C.
FUND NAME BALLANTINE FREEMAN MCCLAYTON WADSWORTH BECTON, JR. DRISCOLL FOX FROEWISS
--------- ---------- -------- --------- --------------- ----------- ---------- -------- ----------

DWS Dreman Value Income
Edge Fund, Inc. ........ 0 0 0 $10,001-$50,000 0 0 0 0
DWS High Income Trust..... 0 0 0 $10,001-$50,000 0 0 0 0
DWS Multi-Market Income
Trust................... 0 0 0 $10,001-$50,000 0 0 0 0
DWS Municipal Income
Trust................... 0 0 0 $10,001-$50,000 0 0 0 0
DWS Strategic Municipal
Income Trust............ 0 0 0 0 0 0 0 0
DWS Strategic Income
Trust................... 0 0 0 Over $100,000 0 0 0 0
AGGREGATE DOLLAR RANGE OF
EQUITY SECURITIES OWNED
IN ALL DWS FUNDS
OVERSEEN BY THE Over Over Over Over Over Over Over Over
NOMINEE................. $100,000 $100,000 $100,000 $100,000 $100,000 $100,000 $100,000 $100,000

DOLLAR RANGE OF EQUITY SECURITIES BENEFICIALLY OWNED
-------------------------------------------------------------
INDEPENDENT NOMINEES
------------------------------------------------- INTERESTED
OTHER NOMINEES NOMINEE
------------------------------------------------- ----------
RICHARD J. REBECCA W. WILLIAM N. JEAN GLEASON AXEL
FUND NAME HERRING RIMEL SEARCY, JR. STROMBERG SCHWARZER
--------- ---------- ---------- ----------- ------------ ----------

DWS Dreman Value Income
Edge Fund, Inc. ........ 0 0 0 0 0
DWS High Income Trust..... 0 0 0 0 0
DWS Multi-Market Income
Trust................... 0 0 0 0 0
DWS Municipal Income
Trust................... 0 0 0 0 0
DWS Strategic Municipal
Income Trust............ 0 0 0 0 0
DWS Strategic Income
Trust................... 0 0 0 0 0
AGGREGATE DOLLAR RANGE OF
EQUITY SECURITIES OWNED
IN ALL DWS FUNDS
OVERSEEN BY THE Over Over Over Over Over
NOMINEE................. $100,000 $100,000 $100,000 $100,000 $100,000

A-1

AMOUNT OF SHARES BENEFICIALLY OWNED
----------------------------------------------------------------------------------------------------
INDEPENDENT NOMINEES
----------------------------------------------------------------------------------------------------
CURRENT BOARD MEMBER NOMINEES OTHER NOMINEES
----------------------------------------- ---------------------------------------------------------
JOHN W. PAUL K. WILLIAM ROBERT H. HENRY P. DAWN-MARIE KEITH R. KENNETH C. RICHARD J.
FUND NAME BALLANTINE FREEMAN MCCLAYTON WADSWORTH BECTON, JR. DRISCOLL FOX FROEWISS HERRING
--------- ---------- ------- --------- --------- ----------- ---------- -------- ---------- ----------

DWS Dreman Value Income
Edge Fund, Inc. ..... 0 0 0 1,000 0 0 0 0 0
DWS High Income Trust.. 0 0 0 5,000 0 0 0 0 0
DWS Multi-Market Income
Trust................ 0 0 0 5,336 0 0 0 0 0
DWS Municipal Income
Trust................ 0 0 0 1,000 0 0 0 0 0
DWS Strategic Municipal
Income Trust......... 0 0 0 0 0 0 0 0 0
DWS Strategic Income
Trust................ 0 0 0 9,072 0 0 0 0 0

AMOUNT OF SHARES BENEFICIALLY OWNED
-------------------------------------------------
INDEPENDENT NOMINEES
------------------------------------- INTERESTED
OTHER NOMINEES NOMINEE
------------------------------------- ----------
REBECCA W. WILLIAM N. JEAN GLEASON AXEL
FUND NAME RIMEL SEARCY, JR. STROMBERG SCHWARZER
--------- ---------- ----------- ------------ ----------

DWS Dreman Value Income
Edge Fund, Inc. ..... 0 0 0 0
DWS High Income Trust.. 0 0 0 0
DWS Multi-Market Income
Trust................ 0 0 0 0
DWS Municipal Income
Trust................ 0 0 0 0
DWS Strategic Municipal
Income Trust......... 0 0 0 0
DWS Strategic Income
Trust................ 0 0 0 0

A-2

EXHIBIT B

NOMINEE COMPENSATION

The table below shows (i) the compensation paid to each Board Member nominee by
each Fund for its most recently completed fiscal year and (ii) the total
compensation received by each Board Member nominee from the DWS fund complex for
the calendar year ended December 31, 2007. Mr. Schwarzer is an interested person
of the Funds and received no compensation from the Funds or any fund in the DWS
fund complex during the relevant periods. No Board Member of the Funds receives
pension or retirement benefits from the Funds.

NAME OF NOMINEE
----------------------------------------------------------------------------------------------
CURRENT BOARD MEMBER NOMINEES OTHER NOMINEES
------------------------------------------------ -------------------------------------------
JOHN W. PAUL K. WILLIAM ROBERT H. HENRY P. DAWN-MARIE KEITH R.
FUND NAME BALLANTINE FREEMAN MCCLAYTON WADSWORTH BECTON, JR. DRISCOLL FOX
--------- ---------- -------- --------- --------- ----------- ---------- --------

DWS Dreman Value Income
Edge Fund, Inc. ....... $ 5,070 $ 6,270 $ 4,830 $ 4,830 $ 0 $ 0 $ 0
DWS High Income Trust.... $ 2,860 $ 3,513 $ 2,710 $ 2,710 $ 0 $ 0 $ 0
DWS Multi-Market Income
Trust.................. $ 3,030 $ 3,757 $ 2,890 $ 2,890 $ 0 $ 0 $ 0
DWS Municipal Income
Trust.................. $ 4,420 $ 5,476 $ 4,220 $ 4,220 $ 0 $ 0 $ 0
DWS Strategic Municipal
Income Trust........... $ 2,840 $ 3,530 $ 2,720 $ 2,720 $ 0 $ 0 $ 0
DWS Strategic Income
Trust.................. $ 2,290 $ 2,779 $ 2,140 $ 2,140 $ 0 $ 0 $ 0
TOTAL COMPENSATION FROM
FUND COMPLEX(1)........ $215,000 $265,000(2)(4) $205,000(3) $245,250 $200,000(5)(7) $253,000(5)(6)(7)$203,000(5)(7)

NAME OF NOMINEE
--------------------------------------------------------------------------
OTHER NOMINEES
--------------------------------------------------------------------------
KENNETH C. RICHARD J. REBECCA W. WILLIAM N. JEAN GLEASON
FUND NAME FROEWISS HERRING RIMEL SEARCY, JR. STROMBERG
--------- ---------- ---------- ---------- ----------- ------------

DWS Dreman Value Income
Edge Fund, Inc. ....... $ 0 $ 0 $ 0 $ 0 $ 0
DWS High Income Trust.... $ 0 $ 0 $ 0 $ 0 $ 0
DWS Multi-Market Income
Trust.................. $ 0 $ 0 $ 0 $ 0 $ 0
DWS Municipal Income
Trust.................. $ 0 $ 0 $ 0 $ 0 $ 0
DWS Strategic Municipal
Income Trust........... $ 0 $ 0 $ 0 $ 0 $ 0
DWS Strategic Income
Trust.................. $ 0 $ 0 $ 0 $ 0 $ 0
TOTAL COMPENSATION FROM
FUND COMPLEX(1)........ $200,000(5)(7) $195,000(5)(7) $194,000(5)(7) $200,000(5)(7) $189,000(5)(7)

--------

(1) The fund complex is composed of 138 funds.

(2) Dr. Freeman received $25,000 in calendar year 2007 for his participation
in special ad hoc committee meetings in connection with the DWS funds
board consolidation.

(3) Mr. McClayton is expected to receive $15,000 in calendar year 2008 for
his participation in special ad hoc committee meetings in connection with
the DWS funds board consolidation.

(4) Includes $50,000 in annual retainer fees in Dr. Freeman's role as
Chairperson of the Chicago Board.

(5) Reflects aggregate compensation received for serving as a Board Member of
the New York DWS Funds and other DWS funds for calendar year 2007.

(6) Includes $50,000 in annual retainer fees in Ms. Driscoll's role as
Chairperson of the New York Board.

(7) Aggregate compensation includes amounts paid to the New York Board
Members for special meetings of ad hoc committees of the board in
connection with the possible consolidation of the various DWS fund boards
and funds, meetings for considering fund expense simplification
initiatives, and consideration of issues specific to the New York Funds'
direct shareholders (i.e., those shareholders who did not purchase shares
through financial intermediaries). Such amounts totaled $1,000 for Mr.
Becton, $1,000 for Ms. Driscoll, $1,000 for Mr. Fox, $1,000 for Mr.
Froewiss, $1,000 for Dr. Herring, $5,000 for Ms. Rimel, $1,000 for Mr.
Searcy and $1,000 for Ms. Stromberg. These meeting fees were borne by the
Advisor.

B-1

EXHIBIT C

OFFICERS

Unless otherwise indicated, the address of each officer below is Two
International Place, Boston, Massachusetts 02110.

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

MICHAEL G. CLARK (1965) Managing Director(2), Deutsche
President, 2006-present(1)(3) Asset Management (2006-
present); President of DWS
family of funds; Director, ICI
Mutual Insurance Company (since
October 2007); formerly,
Director of Fund Board
Relations (2004-2006) and
Director of Product Development
(2000-2004), Merrill Lynch
Investment Managers; Senior
Vice President Operations,
Merrill Lynch Asset Management
(1999-2000)

PAUL H. SCHUBERT (1963) Managing Director(2), Deutsche
Chief Financial Officer, Asset Management (since July
2004-present 2004); formerly, Executive
Treasurer, Director, Head of Mutual Fund
2005-present(1)(3) Services and Treasurer for UBS
Family of Funds (1998-2004);
Vice President and Director of
Mutual Fund Finance at UBS
Global Asset Management (1994-
1998)

JOHN MILLETTE (1962) Director(2), Deutsche Asset
Vice President, Management
2008 -- present
Secretary,
1999-present(1)

PATRICIA DEFILIPPIS (1963) Vice President, Deutsche Asset
Assistant Secretary, Management (since June 2005);
2005-present(1)(3) formerly, Counsel, New York
Life Investment Management LLC
(2003-2005); legal associate,
Lord, Abbett & Co. LLC (1998-
2003)

ELISA D. METZGER (1962) Director(2), Deutsche Asset
Assistant Secretary, Management (since June 2005);
2005-present(1)(3) formerly, Counsel, Morrison and
Foerster LLP (1999-2005)

CAROLINE PEARSON (1962) Managing Director(2), Deutsche
Assistant Secretary, Asset Management
1997 -- present(1)

C-1

PAUL ANTOSCA (1957) Director(2), Deutsche Asset
Assistant Treasurer, Management (since 2006); Vice
2007 -- present(1) President, The Manufacturers
Life Insurance Company (U.S.A.)
(1990-2006)

JACK CLARK (1967) Director(2), Deutsche Asset
Assistant Treasurer, Management (since 2007);
2008 -- present formerly, Vice President, State
Street Corporation (2002-2007)

KATHLEEN SULLIVAN D'ERAMO Director(2), Deutsche Asset
(1957) Management
Assistant Treasurer,
2003 -- present(1)

DIANE KENNEALLY (1966) Director(2), Deutsche Asset
Assistant Treasurer, Management
2008 -- present

JASON VAZQUEZ (1972) Vice President, Deutsche Asset
Anti-Money Laundering Management (since 2006);
Compliance Officer, formerly, AML Operations
2007 -- present(1)(3) Manager for Bear Stearns (2004-
2006), Supervising Compliance
Principal and Operations
Manager for AXA Financial
(1999-2004)

ROBERT KLOBY (1962) Managing Director(2), Deutsche
Chief Compliance Officer, Asset Management (2004-
2006 -- present(1)(3) present); formerly, Chief
Compliance Officer/Chief Risk
Officer, Robeco USA (2000-
2004); Vice President, The
Prudential Insurance Company of
America (1988-2000); E.F.
Hutton and Company (1984-1988)

J. CHRISTOPHER JACKSON (1951) Director, Deutsche Asset
Chief Legal Officer, Management (2006-present);
2008 -- present(3) formerly, Director, Senior Vice
President, General Counsel, and
Assistant Secretary, Hansberger
Global Investors, Inc. (1996-
2006); Director, National
Society of Compliance
Professionals (2002-2005)
(2006-2009)

--------

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

(2) Executive title, not a board directorship.

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

C-2

EXHIBIT D

DWS FUNDS

AUDIT COMMITTEE CHARTER
(EFFECTIVE APRIL 1, 2008)

I. PURPOSE

The Audit Committee is a committee of the Board of Trustees/Directors (the
"Board") of the DWS Funds. Its primary function is to assist the Board(1) in
fulfilling certain of its responsibilities. This Charter sets forth the
responsibilities and powers of the Audit Committee. Except to the extent that
certain powers of the Board are specifically delegated to the Audit Committee
herein, it shall make such recommendations to the Board as it deems appropriate
with respect to the matters set forth herein.

The Audit Committee serves as an independent and objective party to monitor the
Funds' 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 Funds' financial statements; (2) the
Funds' accounting and financial reporting policies and procedures, (3) the
Funds' compliance with legal and regulatory requirements related to accounting
and financial reporting;(2) (4) the independent auditors' qualifications and
independence; and (5) the performance of the Funds' 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)

Although the Audit Committee has the responsibilities and powers set forth in
this Charter, it is not the duty of the Audit Committee to establish accounting
systems, to plan or conduct audits or to determine that the Funds' financial
statements are complete and accurate and have been

----------
(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.

D-1

prepared in accordance with generally accepted accounting principles.
Accordingly, the responsibilities and powers of the Audit Committee shall be
limited by recognition of the following general principles:

- 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 Funds' accounting, reporting
and internal control practices.

II. COMPOSITION

The Audit Committee shall be composed of three or more board members as
determined by the Board, each of whom shall be an independent board member. 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 consider whether any of its members qualify as
an "audit committee financial expert"(4) as defined in

----------
(4) 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.

D-2

Form N-CSR.(5) The Audit Committee will submit its recommendations in this
regard to the Board for its final determination.

No member of the Audit Committee shall serve on the audit committee of three or
more public companies (excluding the Funds), 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 on a regular basis as it deems necessary or
appropriate, and may hold special meetings as circumstances warrant.

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.

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 Funds' system of internal controls, including those of
the Funds' service providers.

----------
(5) 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.

D-3

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 Funds' 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 Funds' 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 Funds 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 at least 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 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.

D-4

2. Pre-approve any engagement of the independent auditors to provide
any services to the Funds, including the fees and other
compensation to be paid to the independent auditors, except as set
forth in Section IV.C.4 below. Notwithstanding the above, the
independent auditors shall not perform any of the following non-
audit services for the Funds ("prohibited non-audit services"):

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

(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"(6) of the Adviser providing ongoing services to
the Funds), if the engagement relates directly to the operations
and financial reporting of the Funds except as set forth in Section
IV.C.4 below.

4. Pre-approval by the Audit Committee with respect to engagements of
the independent auditors is not required in the following
circumstances:

(a) The Chair of the Audit Committee (or, in his absence, the
Vice Chair 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-

----------
(6) "Control affiliate" means any entity controlling, controlled by, or under
common control with the Adviser.

D-5

approvals shall be presented to the Audit Committee no later
than the next Audit Committee meeting.

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

(i) 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

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

(c) Pre-approval of non-audit services for the Adviser (or any
affiliate of the Adviser providing ongoing services to a
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 such 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

5. On an annual basis, review a report from the independent auditors
describing:

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

D-6

(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.

6. 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).

7. On an annual basis, meet with the independent auditors and Fund
management to review the arrangements for and scope of the proposed
audit for the current year and the audit procedures to be utilized.

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

D-7

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
Funds' audited financial statements (including the opinion of
the auditors) and recommend to the Board, if appropriate,
that the audited financial statements be included in the
Funds' 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
Funds' semi-annual financial statements; and

(c) review the Funds' process for declaring dividends and issuing
dividend announcements and related press releases, as well as
financial information and dividend guidance provided to
analysts and rating agencies; and

(d) review such other matters as may be required by any exchange
on which a Fund's shares are to be listed.

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. 114, including:

(a) the independent auditors' judgments about the quality, and
not just the acceptability, of the Funds' accounting
principles as applied in its financial reporting;

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

(d) 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;

(e) any disagreements with Fund management regarding accounting
or reporting matters;

(f) any difficulties encountered in the course of the audit,
including any restrictions on the scope of the

D-8

independent auditors' activities or on access to requested
information; and

(g) significant deficiencies in the design or operation of
internal controls.

3. The independent auditors shall report, within 90 days prior to the
filing of a 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"(7) 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 Funds' "disclosure controls and procedures"(8) and
the Funds' "internal control over financial

----------
(7) "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.

(8) "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.

D-9

reporting"(9) 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 Funds'
"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 Funds' 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.(10)

3. Establish clear hiring policies for the Funds with respect to
employees or former employees of the independent auditors, and
review similar policies of the Adviser in this regard.

G. Other Responsibilities

----------
(9) "Internal control over financial reporting" is a process designed by, or
under the supervision of, the Funds' principal executive and principal
financial officers, or persons performing similar functions, and effected by
the Funds" 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 Funds' assets that
could have a material effect on the financial statements.

(10) The Board has delegated to other committees oversight related to investment
risks.

D-10

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.(11)

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
Funds' 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.

H. Frequency of Reviews

Except as otherwise specifically provided herein, the Audit Committee
shall review the matters recited in this Charter at such times and
with such frequency as it deems necessary or appropriate, or as the
Board may otherwise direct.

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.

----------
(11) 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 Funds' annual report to
shareholders required by Section 30(e) of the Investment Company Act of
1940 and Rule 30d-1 thereunder.

D-11

EXHIBIT E

DWS FUNDS

NOMINATING AND GOVERNANCE COMMITTEE CHARTER
(EFFECTIVE APRIL 1, 2008)

I. PURPOSE

The Nominating and Governance Committee (the "Committee") is a committee of the
Board of Trustees/Directors (the "Board") of the DWS Funds. Its primary function
is to recommend individuals for membership on the Board, to nominate officers,
board and committee chairs and committee members and to oversee the operations
of the Board. The Committee shall make such recommendations to the Board as it
deems appropriate with respect to the matters set forth herein.

II. COMPOSITION

The Committee shall be composed of three or more board members(1) as determined
by the Board, each of whom shall be an independent board member. 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.

III. MEETINGS

The Committee shall meet on a regular basis as it deems necessary or appropriate
and may hold special meetings as circumstances warrant.

IV. RESPONSIBILITIES AND DUTIES

To fulfill its responsibilities and duties the Committee shall:

A. Board Nominations

1. Recommend individuals for membership on the Board, including
recommendations of any general qualification standards for
evaluation of such candidates.

2. Recommend individuals for election as Chair and Vice Chair (if any)
of the Board.

3. Evaluate candidates recommended for membership on the Board.
Recommendations for candidates may come from

----------
(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."

E-1

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 to a designated
post office box.

B. Committee Nominations and Functions

1. Review at least annually the charters of committees of the Board.

2. Recommend individuals for membership on all committees and review
committee assignments at least annually.

3. Recommend individuals for Chair and Vice Chair of all committees.

C. Officers Nominations and Functions

Recommend individuals for election as officers of the Funds.

D. Board Operations

1. Review matters related to the compensation of board members.

2. Review matters related to the Funds' Code of Ethics and potential
conflicts of interests.

3. Review other matters related to the operation of the Board,
including policies relating to retirement of board members,
ownership of fund shares by board members and other governance
matters.

4. Review at least annually the effectiveness of board and committee
operations.

E. Proxy Voting

1. At least annually, review policies and procedures relating to the
voting of proxies for Fund portfolio investments.

2. Review quarterly reports regarding the implementation of such
policies.

F. Engagement of Counsel

1. Review matters related to the engagement of counsel for the Funds
and counsel for the independent board members.

G. Frequency of Reviews

Except as otherwise specifically provided herein, the Committee shall
review the matters recited in this Charter at such times and

E-2

with such frequency as it deems necessary or appropriate, or as the
Board may otherwise direct.

H. Other Powers and Responsibilities

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

2. Investigate any other matter brought to its attention within the
scope of its duties.

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

4. The Committee may consult with counsel to the Funds and counsel to
the independent board members and, subject to the approval of the
Board, may retain such other outside counsel, consultants or other
experts at the expense of the Fund as the Committee may deem
appropriate.

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

E-3

TO VOTE BY MAIL, PLEASE DETACH PROXY CARD HERE
--------------------------------------------------------------------------------
DWS MUNICIPAL INCOME TRUST - COMMON SHARES

JOINT ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD MAY 20, 2008

P The undersigned hereby appoints John Millette, Patricia DeFilippis
and Elisa Metzger, and each of them, the proxies of the
undersigned, with full power of substitution to each of them, to
R vote all shares of the above-referenced fund (the "Fund") which the
undersigned is entitled to vote at the Joint Annual Meeting of
Shareholders of the Fund to be held at the offices of Deutsche Asset
O Management, 345 Park Avenue, New York, New York 10154 on May 20,
2008, at 4:00 p.m., Eastern time, and at any adjournments thereof.

X ALL PROPERLY EXECUTED PROXIES WILL BE VOTED AS DIRECTED. IF NO
INSTRUCTIONS ARE INDICATED ON A PROPERLY EXECUTED PROXY, THE PROXY
Y WILL BE VOTED FOR THE ELECTION OF ALL NOMINEES.

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

THE FUND OFFERS SHAREHOLDERS OF RECORD
THREE WAYS TO SUBMIT YOUR PROXY

TELEPHONE PROXY INTERNET PROXY PROXY BY MAIL

This method of submitting a proxy Visit the Internet voting Web Simply sign and date your proxy
is available for residents of the site at HTTP://PROXY.GEORGESON.COM. card and return it in the
U.S., Puerto Rico and Canada. On Have this proxy card ready and postage-paid envelope to
a touch tone telephone, call TOLL follow the instructions on your Georgeson Inc., Wall Street
FREE 1-877-381-4019, 24 hours a screen. You will incur only Station, P.O. Box 1102, New York,
day, 7 days a week. Have this your usual Internet charges. NY 10269-0646. If you are
proxy card ready, then follow the Available 24 hours a day, 7 days submitting your proxy by
prerecorded instructions. Your a week until 5:00 p.m. Eastern telephone or the Internet, please
vote will be confirmed and cast as Time on May 19, 2008. do not mail your proxy card.
you have directed. Available 24
hours a day, 7 days a week until
5:00 p.m. Eastern Time on May 19,
2008.

____________

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

[X] PLEASE MARK
VOTES AS IN
THIS EXAMPLE

--------------------------------------------------------------------------------
THE PROXY IS SOLICITED ON BEHALF OF THE BOARD OF THE FUND.
THE BOARD RECOMMENDS A VOTE FOR THE ELECTION OF ALL NOMINEES.
--------------------------------------------------------------------------------

1. Election of Board Members:
(01) John W. Ballantine (06) Kenneth C. Froewiss (10) William N. Searcy, Jr. FOR all nominees WITHHOLD
(02) Henry P. Becton, Jr. (07) Richard J. Herring (11) Jean Gleason Stromberg listed (except as noted authority to vote
(03) Dawn-Marie Driscoll (08) William McClayton on the line at left) for all nominees
(04) Keith R. Fox (09) Rebecca W. Rimel [ ] [ ]
(05) Paul K. Freeman

___________________________________________________________________________
(INSTRUCTION: TO WITHHOLD AUTHORITY TO VOTE FOR ANY INDIVIDUAL NOMINEE(S),
WRITE THE NAME(S) OF THE NOMINEE(S) ON THE LINE ABOVE.)

PLEASE SIGN, DATE, AND RETURN PROMPTLY IN ENCLOSED
ENVELOPE IF YOU ARE NOT VOTING BY PHONE OR INTERNET

Date_________________________________________________, 2008

__________________________________________________________
Signature

__________________________________________________________
Signature (if held jointly)

NOTE: PLEASE SIGN EXACTLY AS YOUR NAME OR NAMES
APPEAR. WHEN SIGNING AS AN ATTORNEY, EXECUTOR,
ADMINISTRATOR, TRUSTEE OR GUARDIAN, PLEASE GIVE YOUR
FULL TITLE AS SUCH.

TO VOTE BY MAIL, PLEASE DETACH PROXY CARD HERE
--------------------------------------------------------------------------------
DWS MUNICIPAL INCOME TRUST - PREFERRED SHARES

JOINT ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD MAY 20, 2008

P The undersigned hereby appoints John Millette, Patricia DeFilippis
and Elisa Metzger, and each of them, the proxies of the undersigned,
with full power of substitution to each of them, to vote all shares
R of the above-referenced fund (the "Fund") which the undersigned is
entitled to vote at the Joint Annual Meeting of Shareholders of the
Fund to be held at the offices of Deutsche Asset Management, 345
O Park Avenue, New York, New York 10154 on May 20, 2008, at 4:00 p.m.,
Eastern time, and at any adjournments thereof.

X ALL PROPERLY EXECUTED PROXIES WILL BE VOTED AS DIRECTED. IF NO
INSTRUCTIONS ARE INDICATED ON A PROPERLY EXECUTED PROXY, THE PROXY
Y WILL BE VOTED FOR THE ELECTION OF ALL NOMINEES.

(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

1. Election of Board Members:
(01) John W. Ballantine (06) Kenneth C. Froewiss (10) William N. Searcy, Jr. FOR all nominees WITHHOLD
(02) Henry P. Becton, Jr. (07) Richard J. Herring (11) Jean Gleason Stromberg listed (except as noted authority to vote
(03) Dawn-Marie Driscoll (08) William McClayton (12) Robert H. Wadsworth on the line at left for all nominees
(04) Keith R. Fox (09) Rebecca W. Rimel (13) Axel Schwarzer [ ] [ ]
(05) Paul K. Freeman

PLEASE SIGN, DATE, AND RETURN PROMPTLY IN ENCLOSED
ENVELOPE.

Date ______________________________________________, 2008

_________________________________________________________
Signature

_________________________________________________________
Signature (if held jointly)

NOTE: PLEASE SIGN EXACTLY AS YOUR NAME OR NAMES
APPEAR. WHEN SIGNING AS AN ATTORNEY, EXECUTOR,
ADMINISTRATOR, TRUSTEE OR GUARDIAN, PLEASE GIVE YOUR
FULL TITLE AS SUCH.