Form POS AMI GOVERNMENT CASH MANAGEME
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E-mailFiled electronically with the Securities and Exchange Commission on April 30, 2026
1940 Act File No. 811-06073
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM N-1A
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940
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Amendment No. 47
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GOVERNMENT CASH MANAGEMENT PORTFOLIO
(Exact Name of Registrant as Specified in Charter)
875 Third Avenue, New York, NY 10022-6225
(Address of Principal Executive Offices)
Registrant’s Telephone Number, including Area Code: (212) 454-4500
John Millette
Vice President and Secretary
GOVERNMENT CASH MANAGEMENT PORTFOLIO
100 Summer Street
Boston, MA 02110-2146
Vice President and Secretary
GOVERNMENT CASH MANAGEMENT PORTFOLIO
100 Summer Street
Boston, MA 02110-2146
(Name and Address of Agent for Service)
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Copy to:
John S. Marten
Vedder Price P.C.
222 North LaSalle Street
Chicago, IL 60601-1104
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EXPLANATORY NOTE
This Amendment to the Registration Statement of Government Cash Management Portfolio (the “Portfolio”) on Form N-1A (the “Registration Statement”) has been filed by the Portfolio pursuant to Section 8(b) of the Investment Company Act of 1940, as amended (the “1940 Act”). However, beneficial interests in the Portfolio are not being registered under the Securities Act of 1933, as amended (the “1933 Act”), because such interests will be issued solely in private placement transactions that do not involve any “public offering” within the meaning of Section 4(a)(2) of the 1933 Act. Investments in the Portfolio may only be made by investment companies, insurance company separate accounts, common or commingled trust funds
or similar organizations or entities that are “accredited investors” within the meaning of Regulation D under the 1933 Act. The Registration Statement does not constitute an offer to sell, or the solicitation of an offer to buy, any beneficial interests
in the Portfolio.
Potential investors to whom an offer of beneficial interests is made (and their employees,
representatives, and other agents) may disclose to any and all persons, without limitation of any kind, the US federal income
tax consequences of an investment in the Portfolio as described in this Registration Statement and in all other materials of
any kind (including tax opinions or other tax analyses) that are provided to such person by, or on behalf of, the Portfolio in connection
with an investment in the Portfolio.
Private Offering Memorandum - Part A
April 30, 2026
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Government Cash Management Portfolio
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THE SECURITIES DESCRIBED IN THIS MEMORANDUM ARE OFFERED PURSUANT TO AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT OF 1933, AS AMENDED (THE
”1933 ACT“), AND HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION (SEC).
LIKE SHARES OF ALL MUTUAL FUNDS, THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED
BY THE SEC, NOR HAS THE SEC PASSED UPON THE ACCURACY OR ADEQUACY OF THIS MEMORANDUM.
ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
NO RESALE OF SHARES MAY BE MADE UNLESS THE SHARES ARE SUBSEQUENTLY REGISTERED UNDER
THE SECURITIES ACT OR AN EXEMPTION FROM SUCH REGISTRATION IS AVAILABLE. THIS CONFIDENTIAL
PRIVATE OFFERING MEMORANDUM HAS BEEN PREPARED ON A CONFIDENTIAL BASIS SOLELY FOR THE INFORMATION OF THE RECIPIENT AND MAY NOT BE REPRODUCED, PROVIDED TO OTHERS OR
USED FOR ANY OTHER PURPOSE.
NO PERSON HAS BEEN AUTHORIZED TO MAKE REPRESENTATIONS OR GIVE ANY INFORMATION WITH
RESPECT TO THE SHARES, EXCEPT THE INFORMATION CONTAINED HEREIN OR IN THE TRUST’S REGISTRATION STATEMENT FILED UNDER THE INVESTMENT COMPANY ACT OF 1940, AS AMENDED
(THE “1940 ACT”).
Government Cash Management Portfolio (the “Portfolio”)
Responses to Items 1, 2, 3, 4 and 13 have been omitted pursuant to paragraph 2(b)
of Instruction B of the General Instructions to Form N-1A.
Item 5. Management
Investment Advisor
DWS Investment Management Americas, Inc. (“DIMA” or the “Advisor”) is the Portfolio’s investment adviser.
Item 6. Purchase and Sale of Portfolio Shares
Beneficial interests in the Portfolio are issued solely in private placement transactions
that do not involve any “public offering” within the meaning of Section 4(a)(2) of the 1933 Act. Investments in the Portfolio
may only be made by investment companies, insurance company separate accounts, common or commingled trust
funds or similar organizations or entities that are “accredited investors” within the meaning of Regulation D under the 1933 Act. This Registration Statement does not constitute an offer to sell, or the solicitation of an offer to
buy, any “security” within the meaning of the 1933 Act. There is no minimum initial or subsequent investment in the Portfolio.
An investor in the Portfolio may withdraw all or any portion of its investment at the net value next determined
after a withdrawal request in proper form is furnished by the investor to the Portfolio by the designated cutoff time for each accredited investor.
Beneficial interests in the Portfolio are redeemable on any day the Portfolio is open.
The Portfolio is generally open on days when the New York Stock Exchange (“NYSE”) is open for regular trading. The Portfolio may, but is not required to, accept certain types of purchase, exchange and redemption orders on days that
the NYSE is closed, or beyond a NYSE early closing time (referred to as a “Limited Trading Period”) if: (a) the Federal Reserve system is open, (b) the primary trading markets for the Portfolio’s portfolio instruments are open and (c) the Advisor believes there will be adequate liquidity in the short-term markets.
Item 7. Tax Information
The Portfolio is expected to be treated as a partnership for US federal income tax
purposes. As a partnership, the Portfolio is not subject to US federal income tax. Instead, in computing its US federal
income tax liability, each investor in the Portfolio will be required to take into account its distributive share of items
of Portfolio income, gain, loss, deduction, credit, and tax preference for each taxable year substantially as though such items
had been realized directly by the investor and without regard to whether the Portfolio has distributed or will distribute
any amount to its investors. The Portfolio is not required and generally does not expect to make distributions (other
than distributions in redemption of Portfolio interests) to its investors. As a result, an investor could recognize
taxable income from the Portfolio in a taxable year in excess of actual non-liquidating cash distributions (if any) made
by the Portfolio for that year. Investors that intend to be treated as regulated investment companies under Subchapter M of
the Internal Revenue Code of 1986, as amended (the “Code”), may be required to redeem Portfolio interests in order to obtain sufficient cash
to meet distribution requirements for such treatment and to avoid an entity-level tax.
Item 8. Financial Intermediary Compensation
Not Applicable.
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Item 9. Investment Objectives, Principal Investment Strategies, Related Risks and
Disclosure of Portfolio Holdings
Investment Objective
The Portfolio seeks maximum current income to the extent consistent with stability
of principal.
While portfolio management gives priority to earning income and preserving the Portfolio’s capital, all money market instruments, including US government obligations, can change in value when interest rates change or an issuer’s creditworthiness changes. The investment objective of the Portfolio may be changed
without shareholder approval.
Principal Investment Strategies
Main investments. The Portfolio is a money market fund that is managed in accordance with federal regulations
which govern the quality, maturity, diversity and liquidity of instruments in which
a money market fund may invest.
The Portfolio operates as a “government money market fund,” as such term is defined under federal regulations. As a government money market fund, the Portfolio is required to invest at least 99.5%
of its total assets at the time of investment in cash, US government securities, and/or repurchase agreements that are
collateralized by these instruments.
The Portfolio follows the policies described below:
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Portfolio securities are denominated in US dollars and, at the time of purchase, have
remaining maturities of 397 days (about 13 months) or less, or have certain maturity shortening features (such
as interest rate resets and demand features) that have the effect of reducing their maturities to 397 days or
less.
•
The Portfolio maintains a dollar-weighted average maturity of (i) 60 days or less
and (ii) 120 days or less determined without regard to interest rate resets.
•
The Portfolio maintains certain minimum liquidity standards such that:
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the Portfolio may not purchase a security other than a security offering daily liquidity
if, immediately after purchase, the Portfolio would have invested less than 25% of its total assets in securities
offering daily liquidity (includes securities that mature or are subject to demand within one business day,
cash or direct US government obligations);
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the Portfolio may not purchase a security other than a security offering weekly liquidity
if, immediately after purchase, the Portfolio would have invested less than 50% of its total assets in securities
offering weekly liquidity (includes securities that mature or are subject to demand within five business
days, cash, direct US government obligations and government agency discount notes with remaining maturities
of 60 days or less); and
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the Portfolio may not purchase an illiquid security if, immediately after purchase,
the Portfolio would have invested more than 5% of its total assets in illiquid securities (securities that
cannot be sold or disposed of in the ordinary course of business within seven days at approximately the market value
ascribed to them by the Portfolio).
The Portfolio primarily invests in the following types of investments:
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US Treasury bills, notes, bonds and other obligations issued or guaranteed by the
US government, its agencies or instrumentalities.
•
Repurchase agreements backed by these instruments. In a repurchase agreement, the
Portfolio buys securities at one price with a simultaneous agreement to sell back the securities at a future
date at an agreed-upon price.
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The Portfolio may invest in floating and variable rate instruments (obligations that
do not bear interest at fixed rates).
Under normal circumstances, the Portfolio invests at least 80% of net assets, plus
the amount of any borrowings for investment purposes, in US government securities and/or repurchase agreements that
are collateralized by US government securities. The Portfolio considers repurchase agreements with the Federal Reserve
Bank of New York to be US government securities.
Management process. Working in consultation with portfolio management, a credit team screens potential
securities and develops a list of those that the Portfolio may buy. Portfolio management, looking
for attractive yield and weighing considerations such as credit quality, economic outlooks and possible interest rate
movements, then decides which securities on this list to buy.
Portfolio management may adjust the Portfolio’s exposure to interest rate risk, typically seeking to take advantage of possible rises in interest rates and to preserve yield when interest rates appear
likely to fall.
Main Risks
There are several risk factors that could reduce the yield you get from the Portfolio, cause the Portfolio’s performance to trail that of other investments, or cause you to lose money.
The Portfolio may not achieve its investment objective, and is not intended to be
a complete investment program.
Money market fund risk. You could lose money by investing in the Portfolio. An investment in the Portfolio
is not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency. The Portfolio’s sponsor has no legal obligation to provide financial support to the Portfolio, and
you should not expect that the sponsor will provide financial support to the Portfolio at any time.
Market risk. The market value of the securities in which the Portfolio invests may be impacted
by the prospects of individual issuers, particular sectors or governments and/or general economic conditions
throughout the world due to increasingly interconnected global economies and financial markets.
Market disruption risk. Economies and financial markets throughout the world have become increasingly interconnected,
which has increased the likelihood that events or conditions in one country or region
will adversely impact markets or issuers in other countries or regions. This includes reliance on global supply
chains that are susceptible to disruptions resulting from, among other things, war and other armed conflicts, tariffs, extreme
weather events, and natural disasters. Such supply chain disruptions can lead to, and have led to, economic and market disruptions
that have far-reaching effects on financial markets worldwide. The value of the Portfolio’s investments may be negatively affected by adverse changes in overall economic or market conditions, such as the level of economic activity
and productivity, unemployment and labor force participation rates, inflation or deflation (and expectations for
inflation or deflation), interest rates, demand and supply for particular products or resources including labor, debt levels and credit
ratings, and trade policies, among other factors. Such adverse conditions may contribute to an overall economic contraction
across entire economies or markets, which may negatively impact the profitability of issuers operating in
those economies or markets. In addition, geopolitical and other globally interconnected occurrences, including war and other
armed conflicts, terrorism, economic uncertainty or financial crises, contagion, tariffs and trade disputes, government
debt crises (including defaults or downgrades) or uncertainty about government debt payments, government shutdowns, public
health crises, natural disasters, supply chain disruptions, climate change and related events or conditions,
have led, and in the future may lead, to disruptions in the US and world economies and markets, which may increase
financial market volatility and have significant adverse direct or indirect effects on the Portfolio and its investments.
Ongoing trade disputes between the United States and other countries may lead to tariffs and investment restrictions,
negatively impacting affected companies and their securities. These disputes can also harm the economies of the
United States and its trading partners, as well as financial markets overall. Adverse market conditions or disruptions
could cause the Portfolio to lose money, experience significant redemptions, and encounter operational difficulties.
Although multiple asset classes may be affected by adverse market conditions or a particular market disruption, the
duration and effects may not be the same for all types of assets.
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Current military and other armed conflicts in various geographic regions, including
those in Europe and the Middle East, among others, can lead to, and have led to, economic and market disruptions,
which may not be limited to the geographic region in which the conflict is occurring. Such conflicts can also result,
and have resulted in some cases, in sanctions being levied by the United States, the European Union and/or other countries
against countries or other actors involved in the conflict. In addition, such conflicts and related sanctions
can adversely affect regional and global energy, commodities, financial and other markets and thus could affect the value of
the Portfolio's investments. The extent and duration of any military or other armed conflict, related sanctions and
resulting economic and market disruptions are impossible to predict, but could be substantial.
Other market disruption events include pandemic spread of viruses, such as the novel
coronavirus known as COVID-19, which have caused significant uncertainty, market volatility, decreased economic and
other activity, increased government activity, including economic stimulus measures, and supply chain disruptions, and
may adversely affect the Portfolio and its investments.
In addition, markets are becoming increasingly susceptible to disruption events resulting
from the use of new and emerging technologies, such as artificial intelligence, to engage in cyber-attacks
or to take over the Web sites and/or social media accounts of companies, governmental entities or public officials, or
to otherwise pose as or impersonate such, which then may be used to disseminate false or misleading information that can
cause volatility in financial markets or for the securities of a particular company, group of companies, industry
or other class of assets.
Adverse market conditions or particular market disruptions, such as those discussed
above, may magnify the impact of each of the other risks described in this “MAIN RISKS” section and may increase volatility in one or more markets in which the Portfolio invests leading to the potential for greater losses for the
Portfolio.
Interest rate risk. Rising interest rates could cause the value of the Portfolio’s investments—and therefore its net value as well—to decline. A rising interest rate environment may cause investors to move out of
fixed-income securities and related markets on a large scale, which could adversely affect the price and liquidity
of such securities and could also result in increased redemptions from the Portfolio. Increased redemptions from
the Portfolio may force the Portfolio to sell investments at a time when it is not advantageous to do so, which could result
in losses. A sharp rise in interest rates could cause the value of the Portfolio's investments to decline. Conversely,
any decline in interest rates is likely to cause the Portfolio’s yield to decline, and during periods of unusually low or negative interest rates, the Portfolio’s yield may approach or fall below zero. A low or negative interest rate environment
may prevent the Portfolio from providing a positive yield or paying Portfolio expenses out of current income. Over
time, the total return of a money market fund may not keep pace with inflation, which could result in a net loss of
purchasing power for long-term investors. Interest rates can change in response to the supply and demand for credit,
government and/or central bank monetary policy and action, inflation rates, and other factors. Changes in monetary
policy made by central banks or governments are likely to affect the level of interest rates. Changing interest rates
may have unpredictable effects on markets, may result in heightened market volatility and potential illiquidity and
may detract from Portfolio performance to the extent the Portfolio is exposed to such interest rates and/or volatility. Money
market funds try to minimize interest rate risk by purchasing short-term securities. If there is an insufficient
supply of US government securities to meet investor demand, it could result in lower yields on such securities and increase
interest rate risk for the Portfolio.
Security selection risk. Although short-term securities are relatively stable investments, it is possible
that the securities in which the Portfolio invests will not perform as expected. This could cause the
Portfolio's returns to lag behind those of similar money market funds and could result in a decline in net value.
Repurchase agreement risk. If the party that sells the securities to the Portfolio defaults on its obligation
to repurchase them at the agreed-upon time and price, the Portfolio could lose money.
Counterparty risk. A financial institution or other counterparty with whom the Portfolio does business,
or that underwrites, distributes or guarantees any investments or contracts that the Portfolio owns or
is otherwise exposed to, may decline in financial health and become unable to honor its commitments. This could cause losses
for the Portfolio or could delay the return or delivery of collateral or other assets to the Portfolio.
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Credit risk. The Portfolio's performance could be hurt if an issuer of a debt security suffers
an adverse change in financial condition that results in the issuer not making timely payments of interest
or principal, a security downgrade or an inability to meet a financial obligation.
Some securities issued by US government agencies or instrumentalities are backed by
the full faith and credit of the US government. Other securities that are supported only by the credit of the issuing
agency or instrumentality are subject to greater credit risk than securities backed by the full faith and credit
of the US government. This is because the US government might provide financial support, but has no obligation to do so,
if there is a potential or actual loss of principal or failure to make interest payments.
US government default risk. Due to the rising US government debt burden and potential limitations caused by the
statutory debt ceiling, it is possible that the US government may not be able to meet
its financial obligations or that securities issued by the US government may experience credit downgrades. In the past,
US sovereign credit has experienced downgrades and there can be no guarantee that it will not experience further
downgrades in the future by rating agencies. Such a credit event may adversely impact the financial markets
and the fund. From time to time, uncertainty regarding the status of negotiations in the US government to increase
the statutory debt ceiling and/or failure to increase the statutory debt ceiling could increase the risk that the US
government may default on payments on certain US government securities, cause the credit rating of the US government
to be downgraded or increase volatility in financial markets, result in higher interest rates, reduce prices of
US Treasury securities and/or increase the costs of certain kinds of debt.
Liquidity and transaction risk. The liquidity of portfolio securities can deteriorate rapidly due to credit events
affecting issuers or guarantors or due to general market conditions and a lack of willing buyers.
When there are no willing buyers and an instrument cannot be readily sold at a desired time or price, the Portfolio
may have to accept a lower price or may not be able to sell the instrument at all. The potential for liquidity risk may
be magnified by a rising interest rate environment or other circumstances where investor redemptions from money market funds
may be higher than normal, potentially causing increased supply in the market due to selling activity. If dealer
capacity in debt instruments is insufficient for market conditions, it may further inhibit liquidity and increase
volatility in the debt markets. Additionally, market participants other than the Portfolio may attempt to sell debt holdings at
the same time as the Portfolio, which could cause downward pricing pressure and contribute to illiquidity. An inability
to sell one or more portfolio securities can prevent the Portfolio from being able to take advantage of other investment opportunities.
Unusual market conditions, an unusually high volume of redemption requests or other
similar conditions could cause the Portfolio to be unable to pay redemption proceeds within a short period of time.
Certain shareholders, including clients or affiliates of the Advisor, may from time
to time own or control a significant percentage of the Portfolio’s shares. These shareholders may include, for example, institutional investors and other shareholders whose buy-sell decisions are controlled by a single decision maker. Redemptions
by these shareholders, or a high volume of redemption requests generally, may further increase the Portfolio’s liquidity risk.
Prepayment and extension risk. When interest rates fall, issuers of high interest debt obligations may pay off the
debts earlier than expected (prepayment risk), and the Portfolio may have to reinvest
the proceeds at lower yields. When interest rates rise, issuers of lower interest debt obligations may pay off the
debts later than expected (extension risk), thus keeping the Portfolio’s assets tied up in lower interest debt obligations. Ultimately, any changes or unexpected behavior in interest rates could increase the volatility of the Portfolio’s yield and could hurt Portfolio performance. Prepayments could also create capital gains tax liability in some instances.
Risks of holding cash. The Portfolio will at times hold cash positions, which may hurt the Portfolio’s performance. Cash positions may also subject the Portfolio to additional risks and costs, including any fees imposed by the Portfolio’s custodian for large cash balances.
Operational and technology risk. The Portfolio and the entities with which it interacts directly or indirectly, including
the Portfolio’s service providers and counterparties, issuers of securities held by the Portfolio and other market participants, are susceptible to operational and technology risks, including those related to human
errors, processing errors, communication
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errors, system failures, cybersecurity incidents, and the use of artificial intelligence,
among others, which may impair the Portfolio’s operations and/or result in losses for the Portfolio. For example, the Portfolio’s or its service providers’ assets or sensitive or confidential information may be misappropriated, data may be
corrupted and operations may be disrupted (e.g., cyber-attacks, operational failures or broader disruptions may
cause the release of private shareholder information or confidential Portfolio information, interfere with the processing of
shareholder transactions, impact the ability to calculate the Portfolio’s net value and impede trading). Market events and disruptions also may trigger a volume of transactions that overloads current information technology and communication
systems and processes, impacting the ability to conduct the Portfolio’s operations.
While the Portfolio and its service providers may establish business continuity and
other plans and processes that seek to address the possibility of and fallout from cyber-attacks, disruptions or
failures, there are inherent limitations in such plans and systems, including that they do not apply to third parties, such
as Portfolio counterparties, issuers of securities held by the Portfolio or other market participants, as well as the possibility
that certain risks have not been identified or that unknown threats may emerge in the future and there is no assurance
that such plans and processes will be effective. Among other situations, disruptions (for example, pandemics
or health crises) that cause prolonged periods of remote work or significant employee absences at the Portfolio’s service providers could impact the ability to conduct the Portfolio’s operations. In addition, the Portfolio cannot directly control any cybersecurity plans and systems, including artificial intelligence, put in place by its service
providers, Portfolio counterparties, issuers of securities held by the Portfolio or other market participants.
Cyber-attacks may include unauthorized attempts by third parties to improperly access,
modify, disrupt the operations of, or prevent access to the systems of the Portfolio’s service providers or counterparties, issuers of securities held by the Portfolio or other market participants or data within them. In addition, power
or communications outages, acts of god, information technology equipment malfunctions, operational errors, and inaccuracies
within software or data processing systems may also disrupt business operations or impact critical data.
Cyber-attacks, disruptions, or failures may adversely affect the Portfolio and its
shareholders or cause reputational damage and subject the Portfolio to regulatory fines, litigation costs, penalties
or financial losses, reimbursement or other compensation costs, and/or additional compliance costs. In addition, cyber-attacks,
disruptions, or failures involving a Portfolio counterparty could affect such counterparty’s ability to meet its obligations to the Portfolio, which may result in losses to the Portfolio and its shareholders. Similar types of operational
and technology risks are also present for issuers of securities held by the Portfolio, which could have material adverse
consequences for such issuers, and may cause the Portfolio’s investments to lose value. Furthermore, as a result of cyber-attacks, disruptions, or failures, an exchange or market may close or issue trading halts on specific securities or the
entire market, which may result in the Portfolio being, among other things, unable to buy or sell certain securities
or financial instruments or unable to accurately price its investments.
For example, the Portfolio relies on various sources to calculate its net value. Therefore,
the Portfolio is subject to certain operational risks associated with reliance on third party service providers
and data sources. Net value calculation may be impacted by operational risks arising from factors such as failures in systems
and technology. Such failures may result in delays in the calculation of the Portfolio’s net value and/or the inability to calculate net value over extended time periods. The Portfolio may be unable to recover any losses associated with such
failures.
In addition, the development and use of artificial intelligence technologies are expanding
rapidly and may be employed by service providers that support the operations of the Portfolio as well as by issuers
of securities held by the Portfolio. Artificial intelligence technologies rely on complex algorithms and large data sets,
which may produce incomplete, inaccurate, or biased outcomes and lead to errors in decision making, reputational
damage, legal or operational challenges, and investment losses negatively affecting the Portfolio. Artificial intelligence
technologies and their current and potential future applications, and the regulatory frameworks within which they operate, continue
to evolve rapidly, and it is impossible to anticipate the full scope of future impacts such developments may have
and the associated risks to the Portfolio.
6
Other Policies
While the previous pages describe the main points of the Portfolio’s strategy and risks, there are a few other matters to know about:
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Although major changes tend to be infrequent, the Portfolio’s Board could change the Portfolio's investment objective without seeking shareholder approval. However, the Board will provide shareholders
with at least 60 days' notice prior to making any changes to the Portfolio's 80% investment policy as described
herein.
•
While the Portfolio does not intend to impose a liquidity fee in connection with the
implementation of federal regulations relating to money market funds, the Portfolio may elect to do so in the
future.
•
Purchase and redemption decisions by institutional investors in money market funds
may be highly sensitive to changes in portfolio yield and, as a result, the Portfolio's assets may fluctuate
significantly over short periods of time in response to changes in the Portfolio's yield relative to other money market
funds. Large redemptions by these shareholders may adversely impact the Portfolio.
For More Information
This prospectus doesn’t tell you about every policy or risk of investing in the Portfolio. See Part B of this Registration Statement for more information on the Portfolio’s allowable securities and investment practices and the characteristics and risks of each one.
Keep in mind that there is no assurance that the Portfolio will achieve its investment
objective.
A schedule of the Portfolio’s holdings, including information required by applicable regulations, is posted once each month on dws.com/en-us/capabilities/liquidity-management/ (the Web site does not form
a part of this prospectus). Please note that the list of portfolio holdings for the Portfolio is reflected, to
the extent applicable, in the list of portfolio holdings for the Portfolio’s affiliated “feeder” fund, DWS Government Money Market Series, and is not posted as a separate list. Portfolio holdings as of each month-end are posted to the Web site
within five business days of the date of the applicable portfolio holdings information. More frequent posting of portfolio
holdings information may be made from time to time on dws.com/en-us/capabilities/liquidity-management/. The posted
portfolio holdings information is available by fund (in the case of a “master portfolio” like the Portfolio, such information is available only by feeder fund) and generally remains accessible for a period of not less than six months. The
affiliated feeder fund also may post on the Web site, on the same or a more frequent basis, various depictions of
portfolio characteristics such as the allocation of the portfolio across various security types, market sectors and
sub-sectors and maturities, liquidity and risk characteristics of the portfolio. Part B of this Registration Statement includes a description of the Portfolio’s policies and procedures with respect to the disclosure of the Portfolio’s holdings.
Item 10. Management, Organization and Capital Structure
Who Manages and Oversees the Portfolio
The Investment Advisor
DWS Investment Management Americas, Inc. (“DIMA” or the “Advisor”), with headquarters at 875 Third Avenue, New York, NY 10022, is the investment advisor for the Portfolio. Under the oversight
of the Board, the Advisor makes investment decisions, buys and sells securities for the Portfolio and conducts research
that leads to these purchase and sale decisions. The Advisor is an indirect, wholly-owned subsidiary of DWS Group
GmbH & Co. KGaA (“DWS Group”), a separate, publicly-listed financial services firm that is an indirect, majority-owned
subsidiary of Deutsche Bank AG. The Advisor and its predecessors have more than 95 years of experience managing
mutual funds and provide a full range of global investment advisory services to institutional and retail clients.
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DWS represents the asset management activities conducted by DWS Group or any of its
subsidiaries, including DIMA, other affiliated investment advisors and DWS Distributors, Inc. (“DDI” or the “Distributor”). DWS is a global organization that offers a wide range of investing expertise and resources, including hundreds
of portfolio managers and analysts and an office network that reaches the world’s major investment centers. This well-resourced global investment platform brings together a wide variety of experience and investment insight across industries,
regions, asset classes and investing styles.
The Advisor may utilize the resources of its global investment platform to provide
investment management services through branch offices or affiliates located outside the US. In some cases, the Advisor
may also utilize its branch offices or affiliates located in the US or outside the US to perform certain services,
such as trade execution, trade matching and settlement, or various administrative, back-office or other services.
To the extent services are performed outside the US, such activity may be subject to both US and foreign regulation. It
is possible that the jurisdiction in which the Advisor or its affiliate performs such services may impose restrictions
or limitations on portfolio transactions that are different from, and in addition to, those that apply in the US.
Management Fee
The Advisor receives a management fee from the Portfolio. For the most recent fiscal
year, the Portfolio paid a management fee at an annual rate of 0.074% (reflecting the effects of expense limitations and/or
fee waivers then in effect for the Portfolio) of the Portfolio’s average daily net assets.
From time to time, the Advisor may voluntarily waive a portion of its fees and/or
reimburse certain operating expenses of the Portfolio. These voluntary waivers and/or reimbursements may be terminated
at any time at the option of the Advisor.
The Advisor and its affiliates may voluntarily waive a portion of their fees and/or
reimburse certain expenses to the extent necessary to assist the Portfolio in attempting to avoid a negative yield.
There is no guarantee that the Portfolio will avoid a negative yield. These voluntary waivers and/or reimbursements may be
amended or terminated at any time at the option of the Advisor. These voluntary waivers and/or reimbursements are
in addition to any existing contractual expense limitations.
A discussion regarding the basis for the Board's approval of the investment management
agreement for the Portfolio is contained in the most recent financial statements and other information report
for DWS Government Money Market Series (Institutional Shares) for the annual period ended December 31 and the semi-annual
period ended June 30.
The Portfolio has a separate administrative services agreement with the Advisor pursuant
to which the Portfolio pays the Advisor a fee of 0.03% of the Portfolio’s average daily net assets for certain administrative services.
Multi-Manager Structure. The Advisor, subject to the approval of the Board, has ultimate responsibility to
oversee any subadvisor to the Portfolio and to recommend the hiring, termination and replacement
of subadvisors. The Portfolio and the Advisor have received an order from the SEC that permits the Advisor to appoint
or replace certain subadvisors, to manage all or a portion of the Portfolio’s assets and enter into, amend or terminate a subadvisory agreement with certain subadvisors, in each case subject to the approval of the Portfolio’s Board but without obtaining shareholder approval (“multi-manager structure”). The multi-manager structure applies to subadvisors that are not affiliated with
the Portfolio or the Advisor (“nonaffiliated subadvisors”), as well as subadvisors that are indirect or direct, wholly-owned subsidiaries of the Advisor or that are indirect or direct, wholly-owned subsidiaries
of the same company that, indirectly or directly, wholly owns the Advisor (“wholly-owned subadvisors”). Pursuant to the SEC order, the Advisor, with the approval of the Portfolio’s Board, has the discretion to terminate any subadvisor and allocate and reallocate the Portfolio’s assets among any other nonaffiliated subadvisors or wholly-owned subadvisors (including
terminating a nonaffiliated subadvisor and replacing it with a wholly-owned subadvisor). The Portfolio and the
Advisor are subject to the conditions imposed by the SEC order, including the condition that within 90 days of hiring a
new subadvisor pursuant to the multi-manager structure, the Portfolio will provide shareholders with an information
statement containing information about the new subadvisor. The shareholders of the Portfolio have approved the multi-manager
structure described herein.
8
Transfer agent. DWS Service Company (“DSC”), an affiliate of DIMA, serves as the Portfolio’s transfer agent. DSC performs the functions necessary to establish and maintain your account.
Besides setting up the account and processing your purchase and sale orders, these
functions include:
•
keeping accurate, up-to-date records for your individual account;
•
implementing any changes you wish to make in your account information;
•
processing your requests for cash dividends and distributions from the Portfolio;
and
•
answering your questions on the Portfolio’s investment performance or administration.
DSC delegates certain of these functions to a third party.
Management
A group of investment professionals is responsible for the day-to-day management of
the Portfolio. These investment professionals have a broad range of experience managing money market funds.
Portfolio Interests
The Portfolio is organized as a trust under the laws of the State of New York. Under
the Declaration of Trust, the Trustees are authorized to issue beneficial interests in the Portfolio. Each investor is entitled
to a vote in proportion to the amount of its interest in the Portfolio. Beneficial interests in the Portfolio may not be
transferred, but an investor may withdraw all or any portion of its beneficial interest as described below under Item 11 “Shareholder Information.” Investors in the Portfolio (e.g., investment companies, insurance company separate accounts and
common and commingled trust funds) will each be liable for all obligations of the Portfolio. However, the risk
of an investor in the Portfolio incurring financial loss on account of such liability is limited to circumstances in which both
inadequate insurance existed and the Portfolio itself was unable to meet its obligations.
Beneficial interests in the Portfolio have no preemptive or conversion rights and
are fully paid and non-assessable, except as set forth below. The Portfolio is not required and has no current intention
to hold annual meetings of investors, but the Portfolio will hold special meetings of investors when in the judgment of
the Trustees it is necessary or desirable to submit matters for an investor vote.
Changes in fundamental policies will be submitted to investors for approval. Investors
have under certain circumstances (e.g., upon application and submission of certain specified documents to the Trustees
by a specified number of investors) the right to communicate with other investors in connection with requesting a meeting
of investors for the purpose of removing one or more Trustees. Investors also have the right to remove one or more
Trustees without a meeting by a declaration in writing by a specified number of investors. Upon liquidation of
the Portfolio, investors would be entitled to share pro rata in the net assets of the Portfolio available for distribution
to investors.
Item 11. Shareholder Information
Pricing Portfolio Interests
An investment in the Portfolio may be made without a sales load. All investments are
made at the net value next determined if an order is received by the Portfolio by the designated cutoff time
for each accredited investor. The Portfolio is generally open for business each day the NYSE is open. The Portfolio
calculates its net value (i.e., the value of the Portfolio’s portfolio instruments and any other assets less all liabilities) every business day at 5:00 p.m. Eastern time (the “Valuation Time”), but sometimes earlier when the NYSE closes early, as in the case of scheduled half-day
trading, shortened trading hours due to emergency circumstances or unscheduled suspensions
of trading. Investors
9
can place an order to buy or sell beneficial interests at any time that the Portfolio
is open for business. An investor in the Portfolio may withdraw all or any portion of its investment at the net value next
determined if a withdrawal request in proper form is furnished by the investor to the Portfolio by the designated cutoff
time for each accredited investor. In accordance with current SEC staff guidance regarding the application of Rule 2a-7(d)(4)(ii)
under the 1940 Act to funds participating in a master-feeder structure, it is the policy of the Portfolio to pay redemption proceeds within one Portfolio Business Day (defined below under “Buying and Selling Portfolio Interests”) after receipt of a withdrawal request in proper form until further notice.
The proceeds of a withdrawal normally will be paid by the Portfolio in Federal funds,
though the Portfolio reserves the right to pay redemptions in kind. The Portfolio typically expects to satisfy withdrawal
requests by using available cash or by selling portfolio securities if available cash is not sufficient to meet
withdrawals. The Portfolio may also utilize inter-fund lending, though such use is expected to be rare. The Portfolio
may use any of these methods of satisfying withdrawal requests under normal or stressed market conditions. Beneficial
interests in the Portfolio may not be transferred.
Each investor in the Portfolio may add to or reduce its investment in the Portfolio
on each day the Portfolio is open for business. At the Valuation Time, on each such business day, the value of each investor’s beneficial interest in the Portfolio will be determined by multiplying the net value of the Portfolio by the
percentage, effective at the Valuation Time, which represents that investor’s share of the aggregate beneficial interests in the Portfolio. Any additions or withdrawals, which are to be effected at the Valuation Time, will then be effected.
The percentage of the aggregate beneficial interests in the Portfolio held by each investor in the Portfolio will
then be recomputed as the percentage equal to the fraction (i) the numerator of which is the value of the investor’s investment in the Portfolio as of the Valuation Time, plus or minus, as the case may be, the amount of net additions to or withdrawals from such investor’s investment in the Portfolio effected at the Valuation Time, and (ii) the denominator
of which is the aggregate net value of the Portfolio as of the Valuation Time, plus or minus, as the case may be, the
amount of the net additions to or withdrawals from the aggregate investments in the Portfolio by all investors in the
Portfolio. The percentage so determined will then be applied to determine the value of the investor’s interest in the Portfolio as of the next Valuation Time.
The Portfolio values its portfolio instruments at amortized cost, which does not take
into account unrealized capital gains or losses. This initially involves valuing an instrument at its cost and thereafter
assuming a constant amortization to maturity of any discount or premium, regardless of the impact of fluctuating interest
rates on the market value of the instrument. While this method provides certainty in valuation, it may result in
periods during which value, as determined by amortized cost, is higher or lower than the price the Portfolio would receive if
it sold the instrument.
Buying and Selling Portfolio Interests
Beneficial interests in the Portfolio are issued solely in private placement transactions
that do not involve any “public offering” within the meaning of Section 4(a)(2) of the 1933 Act. Investments in the Portfolio
may only be made by investment companies, insurance company separate accounts, common or commingled trust
funds or similar organizations or entities that are “accredited investors” within the meaning of Regulation D under the 1933 Act. This Registration Statement does not constitute an offer to sell, or the solicitation of an offer to
buy, any beneficial interests in the Portfolio.
There is no minimum initial or subsequent investment in the Portfolio. However, because
the Portfolio intends to be as fully invested at all times as is reasonably practicable in order to enhance the
yield on its assets, investments must be made in Federal funds (i.e., monies credited to the account of the Portfolio’s custodian bank by a Federal Reserve Bank).
The Portfolio reserves the right to suspend or postpone withdrawals as permitted pursuant
to Section 22(e) of the 1940 Act. Generally, those circumstances are when 1) the NYSE is closed other than
customary weekend or holiday closings; 2) the SEC determines that trading on the NYSE is restricted; 3) the SEC
determines that an emergency exists which makes the disposal of securities owned by the Portfolio or the fair determination
of the value of the Portfolio’s net assets not reasonably practicable; or 4) the SEC, by order or rule, permits the suspension of the right of redemption.
10
The Portfolio may, but is not required to, accept certain types of purchase and redemption
orders (not including exchanges) on days that the NYSE is closed, or beyond a NYSE early closing time (referred to
as a “Limited Trading Period”) if: (a) the Federal Reserve system is open, (b) the primary trading markets for the Portfolio’s portfolio instruments are open and (c) the investment advisor believes there will be adequate liquidity in the
short-term markets (a “Portfolio Business Day”).
The Portfolio and DDI reserve the right to cease accepting investments at any time
or to reject any investment order.
The Portfolio's Board may determine to redeem a shareholder's investment, collapse
the master/feeder structure or terminate the Portfolio.
The exclusive placement agent for the Portfolio is DDI. The principal business address
of DDI is 222 South Riverside Plaza, Chicago, IL 60606. DDI receives no additional compensation for serving as exclusive
placement agent for the Portfolio.
Distributions and Taxes
The Portfolio makes a daily allocation of its net investment income and realized and
unrealized gains and losses from securities transactions to its investors in proportion to their investment in the
Portfolio. The Portfolio is not required, and generally does not expect, to make distributions (other than distributions in
redemption of Portfolio interests) to its investors.
The net income of the Portfolio shall consist of (i) all income accrued, less the
amortization of any premium, on the assets of the Portfolio, less (ii) all actual and accrued expenses of the Portfolio
determined in accordance with generally accepted accounting principles. Interest income includes discount earned (including
both original issue and market discount) on discount paper accrued ratably to the date of maturity and any net realized
gains or losses on the assets of the Portfolio.
Under the anticipated method of operation of the Portfolio, the Portfolio, as a partnership
for US federal income tax purposes, will generally not be subject to any US federal income tax. Instead, in
computing its federal income tax liability, each investor will be required to take into account its distributive share
of items of Portfolio income, gain, loss, deduction, credit, and tax preference for each taxable year substantially as
though such items had been realized directly by the investor and without regard to whether the Portfolio has distributed
or will distribute any amount to its investors. An investor could recognize taxable income from the Portfolio in a
taxable year in excess of actual non-liquidating cash distributions (if any) made by the Portfolio for that year. The determination of each investor’s distributive share of the Portfolio’s ordinary income and capital gain will be made in accordance with the governing instruments of the Portfolio, as well as with the Code, the Treasury regulations promulgated thereunder,
and other applicable authority. The Portfolio may modify its partner allocations to comply with applicable tax laws
and US Treasury regulations, including, without limitation, the US Treasury regulations under Sections 704, 706, 708, 734,
743, 754, and 755 of the Code. It also may make special allocations of specific tax items, including gross income, gain,
deduction, or loss. These modified or special allocations could result in an investor, as a partner, receiving a larger
or smaller share of items of income, gain, deduction, or loss (and/or income, gain, deduction, or loss of a different character)
than it would in the absence of such modified or special allocations.
An investor’s receipt of a non-liquidating cash distribution from the Portfolio generally will result in recognized gain (but not loss) only to the extent that the amount of the distribution exceeds the investor’s adjusted basis in its Portfolio interests immediately before the distribution. An investor that receives a liquidating
cash distribution from the Portfolio generally will recognize capital gain to the extent of the difference between the
proceeds received by the investor and the investor’s adjusted tax basis in its Portfolio interests; however, the investor generally will recognize ordinary income, rather than capital gain, to the extent that investor’s allocable share of “unrealized receivables” (including any accrued but untaxed market discount) and substantially appreciated inventory, if any, exceeds the investor’s share of the basis in those unrealized receivables and substantially appreciated inventory.
Any loss may be recognized by
11
an investor only if it redeems all of its Portfolio interests for cash. An investor
generally will not recognize gain or loss on an in-kind distribution of property from the Portfolio, including on an in-kind
redemption of Portfolio interests. However, certain exceptions to this general rule may apply.
The Portfolio will provide tax information on Schedule K-1 to each investor following the close of the Portfolio’s taxable year. Each investor will be responsible for keeping its own records for determining
its tax basis in its Portfolio interests and for the preparation and filing of its own tax returns.
It is intended that the Portfolio’s income and assets will be managed in such a way that an investor in the Portfolio will be able to satisfy the income and diversification requirements under Section
851(b) of the Code for qualification as a regulated investment company under Subchapter M of the Code (“regulated investment company”), assuming that the investor has invested all or substantially all of its assets in the Portfolio.
Such investors may be required to redeem Portfolio interests in order to obtain sufficient cash to meet the distribution
requirements under Section 852 of the Code for treatment as a regulated investment company and to avoid an entity-level
tax.
This discussion is a general summary of certain US federal income tax consequences
of investing in the Portfolio. Investors should consult their own tax advisors about the precise tax consequences
of an investment in the Portfolio in light of their particular tax situation, including possible foreign, state, local,
and other applicable taxes (including the federal alternative minimum tax). See Item 24 “Taxation of the Portfolio” in Part B of this Registration Statement for more information concerning the federal income tax consequences of investing in the Portfolio. The Portfolio’s investors are expected to be principally regulated investment companies so this summary
is only intended to address beneficial owners of interests in the Portfolio that are regulated investment companies.
The summary above does not address tax consequences to shareholders of those regulated investment companies.
Shareholders of those regulated investment companies should refer to the prospectuses and statements of additional
information for those regulated investment companies for a summary of the tax consequences applicable to them.
Short-Term Trading. Since money market funds hold short-term instruments and are intended to provide
liquidity to shareholders of each fund that invests substantially all of its assets in the Portfolio (a “feeder fund”), the Advisor does not monitor or limit short-term or excessive trading activity in the Portfolio
and, accordingly, the Board of the Portfolio has not approved any policies and procedures designed to limit this activity.
However, the Portfolio reserves the right to and may reject or cancel a purchase or exchange order for any reason,
including if, in the opinion of the Advisor, there appears to be a pattern of short-term or excessive trading by an investor
in another DWS fund.
12
Item 12. Distribution Arrangements
Organizational Structure
The Portfolio is a master portfolio; a master/feeder fund structure is one in which
a fund (a “feeder fund”), instead of investing directly in a portfolio of securities, invests most or all of its investment
assets in a separate registered investment company (the “master portfolio”) with the same investment objective and policies as the feeder fund. Such a structure
permits the pooling of assets of two or more feeder funds, preserving separate identities
or distribution channels at the feeder fund level. The Portfolio has one affiliated DWS feeder fund and one unaffiliated
feeder fund, with a significant ownership percentage of the Portfolio’s net assets. Investment activities of these feeder funds could have a material impact on the Portfolio.
13
Private Offering Memorandum - Part B
April 30, 2026
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Government Cash Management Portfolio
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Part A of the Registration Statement of the Portfolio dated April 30, 2026, which
may be amended from time to time, provides the basic information investors should know before investing.
This Part B of the Registration Statement, which is not a prospectus, is intended to provide additional information
regarding the activities and operations of the Portfolio and should be read in conjunction with Part A of the
Registration Statement. You may request a copy of Part A of the Registration Statement or a paper copy of
this Part B, if you have received it electronically, free of charge by calling the Portfolio at (800) 730-1313.
Portions of the Statement of Additional Information and the Annual Financial Statements
and Other Information Report of DWS Government Money Market Series (Institutional Shares) are incorporated
herein by reference, and are hereby deemed to be part of this Part B. Such reports may also be obtained
without charge by calling the number provided in the preceding paragraph.
Government Cash Management Portfolio (the “Portfolio”)
Item 15. Portfolio History
The Portfolio was organized as a trust under the laws of the State of New York on
March 26, 1990. Effective May 16, 2003, the name of the Portfolio was changed from Cash Management Portfolio to Scudder
Cash Management Portfolio. Effective February 6, 2006, the Portfolio was renamed Cash Management Portfolio. Effective
May 1, 2016, the Portfolio was renamed Government Cash Management Portfolio.
Item 16. Description of the Portfolio and Its Investments and Risks
Investment Restrictions
Except as otherwise indicated, the Portfolio’s investment objective and policies are not fundamental and may be changed without a vote of shareholders. There can be no assurance that the Portfolio’s investment objective will be met.
Any investment restrictions herein which involve a maximum percentage of securities
or assets shall not be considered to be violated unless an excess over the percentage occurs immediately after, and
is caused by, an acquisition or encumbrance of securities or assets of, or borrowings by, the Portfolio, except as
described below with respect to asset coverage for Portfolio borrowings.
The Portfolio is a no-load, open-end management investment company and has elected
to be classified as diversified under the Investment Company Act of 1940, as amended (the “1940 Act”). A diversified fund may not, with respect to 75% of total assets, invest more than 5% of total assets in the securities of a
single issuer (other than cash and cash items, US government securities or securities of other investment companies)
or invest in more than 10% of the outstanding voting securities of such issuer. A fund's election to be classified
as diversified under the 1940 Act may not be changed without the vote of a majority of the outstanding voting securities
(as defined herein) of the fund. The Portfolio is also subject to additional diversification requirements imposed
by Rule 2a-7 under the 1940 Act.
The following fundamental policies may not be changed without the approval of a majority
of the outstanding voting securities of the Portfolio which, under the 1940 Act and the rules thereunder and
as used in this Part B, means the lesser of (1) 67% or more of the voting securities present at such meeting, if the
holders of more than 50% of the outstanding voting securities of the Portfolio are present or represented by proxy,
or (2) more than 50% of the outstanding voting securities of the Portfolio.
As a matter of fundamental policy, the Portfolio may not do any of the following:
(1)
borrow money, except as permitted under the 1940 Act, as interpreted or modified by
regulatory authority having jurisdiction, from time to time.
(2)
issue senior securities, except as permitted under the 1940 Act, as interpreted or
modified by regulatory authority having jurisdiction, from time to time.
(3)
purchase or sell commodities, except as permitted by the 1940 Act, as interpreted
or modified by regulatory authority having jurisdiction, from time to time.
(4)
engage in the business of underwriting securities issued by others, except to the
extent that the Portfolio may be deemed to be an underwriter in connection with the disposition of portfolio securities.
(5)
purchase or sell real estate, which term does not include securities of companies
which deal in real estate or mortgages or investments secured by real estate or interests therein, except that
the Portfolio reserves freedom of action to hold and to sell real estate acquired as a result of the Portfolio’s ownership of securities.
1
(6)
make loans except as permitted under the 1940 Act, as interpreted or modified by regulatory
authority having jurisdiction, from time to time.
(7)
concentrate its investments in a particular industry, as that term is used in the
1940 Act, as interpreted or modified by regulatory authority having jurisdiction, from time to time.
The following is intended to help investors better understand the meaning of a fund’s fundamental policies by briefly describing limitations, if any, imposed by the 1940 Act. References to the 1940 Act
below may encompass rules, regulations or orders issued by the SEC and, to the extent deemed appropriate by the
Portfolio, interpretations and guidance provided by the SEC staff. These descriptions are intended as brief summaries
of such limitations as of the date of this Part B; they are not comprehensive and they are qualified in all cases
by reference to the 1940 Act (including any rules, regulations or orders issued by the SEC and any relevant interpretations
and guidance provided by the SEC staff). These descriptions are subject to change based on evolving guidance by the
appropriate regulatory authority and are not part of a fund’s fundamental policies.
The 1940 Act generally permits a fund to borrow money in amounts of up to 33 1∕3% of its total assets from banks for any purpose. The 1940 Act requires that after any borrowing from a bank, a fund
shall maintain an asset coverage of at least 300% for all of the fund’s borrowings, and, in the event that such asset coverage shall at any time fall below 300%, a fund must, within three days thereafter (not including Sundays and holidays),
reduce the amount of its borrowings to an extent that the asset coverage of all of a fund’s borrowings shall be at least 300%. In addition, a fund may borrow up to 5% of its total assets from banks or other lenders for temporary purposes (a
loan is presumed to be for temporary purposes if it is repaid within 60 days and is not extended or renewed).
At present, the 1940 Act does not set forth a maximum percentage of a fund’s assets that may be invested in commodities.
Under the 1940 Act, a fund generally may not lend portfolio securities representing
more than one-third of its total asset value (including the value of collateral received for loans of portfolio securities).
The SEC staff currently interprets concentration to mean investing more than 25% of a fund’s assets in a particular industry or group of industries (excluding US government securities).
Other Investment Policies. The Board has adopted certain additional non-fundamental policies and restrictions
which are observed in the conduct of the Portfolio’s affairs. They differ from fundamental investment policies in that they may be changed or amended by action of the Board without requiring prior notice to,
or approval of, the shareholders.
As a matter of non-fundamental policy:
(1)
the Portfolio may not acquire securities of other investment companies, except as
permitted by the 1940 Act and the rules, regulations and any applicable exemptive order issued thereunder.
(2)
the Portfolio may not lend portfolio securities.
(3)
the Portfolio will enter into when-issued or delayed delivery transactions for the
purpose of acquiring securities and not for the purpose of leverage.
(4)
the Portfolio may only use banks which, in the opinion of the Advisor, are of investment
quality comparable to other permitted investments of the Portfolio for letter of credit backed investments.
Investments, Practices and Techniques, and Risks
Below is a list of the investments, practices and techniques, and risks which the
Portfolio may employ (or be subject to) in pursuing its investment objective.
Adjustable Rate Securities
Borrowing
Commodity Pool Operator Exclusion
Credit Enhancement
2
Fixed Income Securities
Illiquid Securities
Impact of Large Redemptions and Purchases of Fund Shares
Inflation
Interfund Borrowing and Lending Program
Investment Companies and Other Pooled Investment Vehicles
Mortgage-Backed Securities
Obligations of Banks and Other Financial Institutions
Repurchase Agreements
Reverse Repurchase Agreements
Special Information Concerning Master-Feeder Fund Structure
Stand-by Commitments
Technology and Data Risk
Third Party Puts
US Government Securities
Variable and Floating Rate Instruments
When-Issued and Delayed-Delivery Securities
Yields and Ratings
A further description of each of these investments, practices and techniques, and
risks is incorporated by reference to the specific descriptions of these investments, practices and techniques, and risks
in the section entitled “Part II:
Appendix II-G—Investments, Practices and Techniques, and Risks” in the Statement of Additional Information for Deutsche DWS Money Market Trust—DWS Government Money Market Series (Institutional Shares) filed with the SEC in Post-Effective Amendment No. 93 on April 27, 2026 (File Nos. 002-78122 and
811-03495).
Portfolio Holdings Information
In addition to the public disclosure of Portfolio portfolio holdings through required
SEC quarterly filings (and monthly filings for money market funds), the Portfolio may make its portfolio holdings information
publicly available on the DWS funds’ Web site as described in Part A of this Registration Statement. The Portfolio does not disseminate non-public information about portfolio holdings except in accordance with policies and procedures
adopted by the Portfolio.
The Portfolio’s procedures permit non-public portfolio holdings information to be shared with DWS and its affiliates, subadvisors, if any, administrators, sub-administrators, fund accountants, custodians,
sub-custodians, independent registered public accounting firms, attorneys, officers and trustees/directors and
each of their respective affiliates and advisers who require access to this information to fulfill their duties to the Portfolio
and are subject to the duties of confidentiality, including the duty not to trade on non-public information, imposed by law or contract, or by the Portfolio’s procedures. This non-public information may also be disclosed, subject to the requirements
described below, to certain third parties, such as securities lending agents, financial printers, proxy voting
firms, mutual fund analysts, rating and tracking agencies, and, on an ad hoc basis, transition managers, to shareholders in
connection with in-kind redemptions or, in connection with investing in underlying funds, subadvisors to DWS funds of
funds (Authorized Third Parties).
Prior to any disclosure of the Portfolio’s non-public portfolio holdings information to Authorized Third Parties, a person who has been authorized by the Board to make such determinations must make a good
faith determination in light of the facts then known that the Portfolio has a legitimate business purpose for providing
the information, that the disclosure is in the best interest of the Portfolio, and that the recipient assents
or otherwise has a duty to keep the information confidential and to not trade based on the information received while
the information remains non-public and that the disclosure would be in compliance with all applicable laws and DWS’s and a subadvisor’s fiduciary duties to the Portfolio. No compensation is received by the Portfolio or DWS for disclosing
non-public holdings information. Periodic reports regarding these procedures will be provided to the Board.
Portfolio holdings information distributed by the trading desks of DWS or a subadvisor
for the purpose of facilitating efficient trading of such securities and receipt of relevant research is not subject
to the foregoing requirements. Non-public portfolio holding information does not include portfolio characteristics (other than
holdings or subsets of holdings) about the Portfolio and information derived therefrom, including, but not limited to, how the Portfolio’s investments are divided among various sectors, industries, countries, value and growth stocks,
bonds, small, mid and large cap stocks, currencies and cash, types of bonds, bond maturities, duration, bond coupons
and bond credit quality ratings, alpha, beta, tracking error, default rate, portfolio turnover, and risk and style
characteristics so long as the identity of the Portfolio’s holdings could not be derived from such information.
3
Registered investment companies that are subadvised by DWS may be subject to different
portfolio holdings disclosure policies, and neither DWS nor the Board exercise control over such policies. In addition,
separate account clients of DWS have access to their portfolio holdings and are not subject to the Portfolio’s portfolio holdings disclosure policy. The portfolio holdings of some of the funds subadvised by DWS and some of the separate
accounts managed by DWS may substantially overlap with the portfolio holdings of the Portfolio.
DWS also manages certain unregistered commingled trusts, the portfolio holdings of
which may substantially overlap with the portfolio holdings of the Portfolio. These trusts are not subject to the Portfolio’s portfolio holdings disclosure policy, but have their own policy that is similar to that of the Portfolio. To the
extent that investors in these commingled trusts may receive portfolio holdings information of their trust on a different basis
from that on which Portfolio portfolio holdings information is made public, DWS has implemented procedures reasonably designed
to encourage such investors to keep such information confidential, and to prevent those investors from trading
on the basis of non-public holdings information.
In addition, DWS may, from time to time, provide model portfolios to third party sponsors
of model portfolio programs, which model portfolios may substantially overlap with the portfolio holdings of the
Portfolio. These model portfolios are not subject to the Portfolio’s portfolio holdings disclosure policy. DWS has adopted procedures that require such third party sponsors to agree in writing to keep the model portfolio information confidential
and to limit their use of the information to implementing their respective model portfolio programs.
There is no assurance that the Portfolio’s policies and procedures with respect to the disclosure of portfolio holdings information will protect the Portfolio from the potential misuse of portfolio holdings
information by those in possession of that information.
Item 17. Management of the Portfolio
Board Members and Officers
Identification and Background
The following table presents certain information regarding the Board Members of the Portfolio. Each Board Member’s year of birth is set forth in parentheses after his or her name. Unless otherwise
noted, (i) each Board Member has engaged in the principal occupation(s) noted in the table for at least the most recent
five years, although not necessarily in the same capacity, and (ii) the address of each Board Member that is not an “interested person” (as defined in the 1940 Act) of the Portfolio or the Advisor (each, an “Independent Board Member”) is Keith R. Fox, DWS Funds Board Chair, c/o Thomas R. Hiller, Ropes & Gray LLP, Prudential Tower, 800 Boylston Street,
Boston, MA 02199-3600. The term of office for each Board Member is until the election and qualification of a
successor, or until such Board Member sooner dies, resigns, is removed or as otherwise provided in the governing documents
of the Portfolio. Because the Portfolio does not hold an annual meeting of shareholders, each Board Member will
hold office for an indeterminate period. The number of funds in the DWS fund complex shown in the table below includes
all registered open- and closed-end funds (including all of their portfolios) advised by the Advisor and any
registered funds that have an investment advisor that is an affiliated person of the Advisor.
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Independent Board Members
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Name, Year of Birth,
Position
with the Portfolio
and Length of Time
Served(1)
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Business Experience and
Directorships During the Past 5 Years
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Number of
Funds in
DWS
Fund Complex
Overseen
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Other Directorships
Held by Board Member
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Keith R. Fox, CFA (1954)
Chairperson since 2017,
and Board Member since
1996
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Former Managing General Partner, Exeter
Capital Partners (a series of private
investment funds) (1986-2023); Former
Chairman, National Association of Small
Business Investment Companies; Former
Directorships: ICI Mutual Insurance
Company; BoxTop Media Inc. (advertising);
Sun Capital Advisers Trust (mutual funds);
Progressive International Corporation
(kitchen goods designer and distributor)
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Jennifer S. Conrad (1959)
Board Member since 2024
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Emerita Professor of Finance, Kenan-Flagler
Business School, University of North
Carolina at Chapel Hill (Since 2025);
Formerly, Dalton McMichael, Sr.,
Distinguished Professor of Finance (2003-
2025) and Interim Dean (2022-2023), Kenan-
Flagler Business School, University of North
Carolina at Chapel Hill; and Director of the
Four Corners Center for Research on Index
Investments (2021-2023)
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Mary Schmid Daugherty,
NACD.DC, PHD, CFA (1958)
Board Member since 2023
|
Senior Fellow in Applied Finance,
Department of Finance, Opus College of
Business at the University of St. Thomas
(1987-present); Directorships: The Meritex
Company (real estate investment and
management company) (2017-present); The
Hardenbergh Foundation (2021-present) and
Warners’ Stellian (appliance company) (2024-
present); Former Directorships: Driessen
Water, Inc. (2016-2023); Mairs & Power
Funds Trust (mutual funds) (2010-2022); and
Crescent Electric Supply Company (2010-
2019)
|
65
|
-
|
|
Chad D. Perry (1972)
Board Member since 2021
|
Private Investor; Formerly: Executive Vice
President, General Counsel and Secretary,
RLJ Lodging Trust(2) (2023-2025); Executive
Vice President, General Counsel and
Secretary, Tanger Factory Outlet Centers,
Inc.(2) (2011-2023); Executive Vice President
and Deputy General Counsel, LPL Financial
Holdings Inc.(2) (2006-2011); Senior
Corporate Counsel, EMC Corporation (2005-
2006); Associate, Ropes & Gray LLP (1997-
2005)
|
65
|
Director, Great Elm Capital
Corp. (business development
company) (since 2022)
|
5
|
Name, Year of Birth,
Position
with the Portfolio
and Length of Time
Served(1)
|
Business Experience and
Directorships During the Past 5 Years
|
Number of
Funds in
DWS
Fund Complex
Overseen
|
Other Directorships
Held by Board Member
|
|
Rebecca W. Rimel (1951)
Board Member since 1995
|
Directorships: Washington College (since
July 2023); Formerly: President, Chief
Executive Officer and Director (1994-2020)
and Senior Advisor (2020-2021), The Pew
Charitable Trusts (charitable organization);
Executive Vice President, The Glenmede
Trust Company (investment trust and wealth
management) (1983-2004); Board Member,
Investor Education (charitable organization)
(2004-2005); Former Directorships: Trustee,
Executive Committee, Philadelphia Chamber
of Commerce (2001-2007); Director, Viasys
Health Care(2) (January 2007-June 2007);
Trustee, Thomas Jefferson Foundation
(charitable organization) (1994-2012);
Director, BioTelemetry Inc.(2) (acquired by
Royal Philips in 2021) (healthcare) (2009-
2021); Director, Becton Dickinson and
Company(2) (medical technology company)
(2012-2022)
|
65
|
Director, The Bridgespan
Group (nonprofit organization)
(since October 2020)
|
|
Catherine Schrand (1964)
Board Member since 2021
|
Celia Z. Moh Professor of Accounting (2016-
present) and Professor of Accounting (1994-
present), The Wharton School, University of
Pennsylvania; and Member of the Financial
Economists Roundtable (2014-present),
Member of its Steering Committee (2022-
present) and Member of Executive
Committee (2024-present). Directorships:
Advisory Board Member, the Jacobs Levy
Center, The Wharton School, University of
Pennsylvania (since 2023); Former positions:
Vice Dean, Wharton Doctoral Programs, The
Wharton School, University of Pennsylvania
(2016-2019)
|
65
|
-
|
6
Officers(3)
|
Name, Year of Birth, Position
with the Portfolio
and Length of Time Served(4)
|
Business Experience and Directorships During the Past 5 Years
|
|
Hepsen Uzcan(5) (1974)
President and Chief Executive
Officer, 2017-present
|
Managing Director, DWS; CEO of the Americas (since 2024), DWS; Head of Client
Coverage Americas Wealth, DWS (since 2026); Head of Product Americas, DWS (2021-
present); Head of Fund Administration and Head of U.S. Mutual Funds, DWS (2017-
present); Vice President, DWS Service Company (2018-present); President and Chief
Executive Officer, The European Equity Fund, Inc., The New Germany Fund, Inc. and
The Central and Eastern Europe Fund, Inc. (2017-present); Vice President, DWS
Investment Management Americas, Inc. (2023-present); formerly: Vice President for
the Deutsche funds (2016-2017); Assistant Secretary for the DWS funds (2013-2019);
Secretary, DWS USA Corporation (2018-2023); Assistant Secretary, DWS Investment
Management Americas, Inc. (2018-2023); Assistant Secretary, DWS Trust Company
(2018-2023); Assistant Secretary, The European Equity Fund, Inc., The New Germany
Fund, Inc. and The Central and Eastern Europe Fund, Inc. (2013-2020); Assistant
Secretary, DWS Distributors, Inc. (2018-2023); Head of Americas CEO Office, DWS
(2023-2026); Director of Cayman Real Assets Fund, Ltd. (2018-2026); Director of
Cayman Commodity Fund II, Ltd. (2018-2026); and Director of Episcopal Charities of
New York (2018 - 2026); Directorships: Director of DWS Service Company (2018-
present); Interested Director of The European Equity Fund, Inc., The New Germany
Fund, Inc. and The Central and Eastern Europe Fund, Inc. (2020-present); Director
of ICI
Mutual Insurance Company (2020-present); Director of DWS USA Corporation (2023-
present); Director of DWS Investment Management Americas, Inc. (2023-present); and
Manager of DBX Advisors LLC. (2023-present)
|
|
John Millette(6) (1962)
Vice President and Secretary,
1999-present
|
Director, DWS; Legal (Associate General Counsel), DWS; Chief Legal Officer, DWS
Investment Management Americas, Inc. (2015-present); Director of DWS Trust
Company (2016-present); President and CEO, DWS Trust Company (since October 17,
2025); Secretary, DBX ETF Trust (2020-present); Vice President, DBX Advisors LLC
(2021-present); Secretary, The European Equity Fund, Inc., The New Germany Fund,
Inc. and The Central and Eastern Europe Fund, Inc. (2011-present); formerly: Secretary,
Deutsche Investment Management Americas Inc. (2015-2017); and Assistant
Secretary, DBX ETF Trust (2019-2020); and Vice President of DWS Trust Company
(2016-2025)
|
|
Ciara Crawford(5) (1984)
Assistant Secretary, 2019-
present
|
Vice President, DWS (2025-present); Fund Administration (Specialist), DWS (2015-
present); Secretary, DWS Service Company (2024-present); Assistant Secretary of U.S.
Mutual Funds, DWS (2019-present); Secretary, DWS USA Corporation (2024-present);
Assistant Secretary, DBX Advisors, LLC (2025-present); Assistant Secretary, DWS
Investment Management Americas, Inc. (2025-present); Assistant Clerk, DWS Trust
Company (2025-present); Assistant Secretary, DWS Distributors, Inc. (2025-present);
formerly, Assistant Vice President, DWS (2015-2025); Assistant Secretary, DWS
Service Company (2018-2024); Assistant Secretary, DWS USA Corporation (2023-
2024); Secretary (2024-2025) and Assistant Secretary (2023-2024), DBX Advisors, LLC;
Secretary (2024-2025) and Assistant Secretary (2023-2024), DWS Investment
Management Americas, Inc.; Clerk (2024-2025) and Assistant Clerk (2023-2024), DWS
Trust Company; Secretary (2024-2025) and Assistant Secretary (2023-2024), DWS
Distributors, Inc.; Legal Assistant at Accelerated Tax Solutions
|
|
Diane Kenneally(6) (1966)
Chief Financial Officer and
Treasurer, 2018-present
|
Director, DWS; Fund Administration Treasurer’s Office (Head since 2024), DWS;
Treasurer, Chief Financial Officer and Controller, DBX ETF Trust (2019-present);
Treasurer and Chief Financial Officer, The European Equity Fund, Inc., The New
Germany Fund, Inc. and The Central and Eastern Europe Fund, Inc. (2018-present);
formerly: Assistant Treasurer for the DWS funds (2007-2018); and Co-Head of DWS
Treasurer’s Office (2018-2024)
|
|
Yvonne Wong(6) (1960)
Assistant Treasurer, 2023-
present
|
Vice President, DWS; Fund Administration (Senior Analyst), DWS; Assistant Treasurer,
DBX ETF Trust (2023-present)
|
|
Jeffrey Berry(6) (1959)
Assistant Treasurer, since May
15, 2025
|
Director, DWS; Fund Administration (Senior Specialist), DWS; Financial and Regulatory
Reporting Oversight and Print, Publishing and Mail for DWS Funds; Assistant Treasurer,
DBX ETF Trust (2019-present); and Director and Vice President of DWS Trust Company
(since October 17, 2025)
|
7
|
Name, Year of Birth, Position
with the Portfolio
and Length of Time Served(4)
|
Business Experience and Directorships During the Past 5 Years
|
|
Rob Benson(7) (1978)
Chief Compliance Officer, since
May 20, 2025
|
Director, DWS (since 2024); AFC & Compliance US (Senior Team Lead), DWS (since
2025); Vice President, DBX Advisors LLC (since 2025); and Chief Compliance Officer,
The European Equity Fund, Inc., The New Germany Fund, Inc. and The Central and
Eastern Europe Fund, Inc. (since 2025); formerly: Associate General Counsel, DWS
Legal (2023-2025); Vice President and Senior Counsel, DWS Legal (2021-2023); and
Assistant Vice President and Counsel, DWS Legal (2017-2021)
|
|
Caroline Pearson(6) (1962)
Chief Legal Officer, 2010-
present
|
Managing Director, DWS; Legal (Regional Head of Legal, Americas), DWS (since 2024);
Assistant Secretary, DBX ETF Trust (2020-present); Chief Legal Officer, DBX Advisors
LLC (2019-present); Chief Legal Officer, The European Equity Fund, Inc., The New
Germany Fund, Inc. and The Central and Eastern Europe Fund, Inc. (2012-present);
formerly: Secretary, Deutsche AM Distributors, Inc. (2002-2017); Secretary, Deutsche
AM Service Company (2010-2017); Chief Legal Officer, DBX Strategic Advisors LLC
(2020-2021); and Legal (Senior Team Lead), DWS (2020-2024)
|
|
Christian Rijs(5) (1980)
Anti-Money Laundering
Compliance Officer, 2021-
present
|
Director, DWS; Senior Team Lead Anti-Financial Crime and Compliance, DWS; AML
Officer, DWS Trust Company (2021-present); AML Officer, DBX ETF Trust (2021-
present); AML Officer, The European Equity Fund, Inc., The New Germany Fund, Inc.
and The Central and Eastern Europe Fund, Inc. (2021-present); AML Officer, DWS
Distributor, Inc. (2021-present); formerly: DWS UK & Ireland Head of Anti-Financial
Crime and MLRO
|
|
Rich Kircher(5) (1962)
Deputy Anti-Money Laundering
Compliance Officer, 2024-
present
|
Director, DWS; Senior Team Lead Anti-Financial Crime and Compliance, of DWS
Investment Management Americas, Inc.; Deputy AML Officer, The European Equity
Fund, Inc., The New Germany Fund, Inc. and The Central and Eastern Europe Fund, Inc.
(2024-present); Deputy AML Officer, DBX ETF Trust (2024-present); Deputy AML
Officer, DWS Distributors, Inc. (2024-present); formerly: BSA & Sanctions Compliance
Officer for Putnam Investments
|
(1)
The length of time served represents the year in which the Board Member joined the
board of one or more DWS funds currently overseen by the Board.
(2)
A publicly held company with securities registered pursuant to Section 12 of the Securities
Exchange Act of 1934.
(3)
As a result of their respective positions held with the Advisor or its affiliates,
these individuals are considered “interested persons” of the Advisor within the meaning of the 1940 Act. Interested persons receive no compensation
from the Portfolio.
(4)
The length of time served represents the year in which the officer was first elected
in such capacity for one or more DWS funds.
(5)
Address: 875 Third Avenue, New York, New York 10022.
(6)
Address: 100 Summer Street, Boston, MA 02110.
(7)
Address: 5201 Gate Parkway, Jacksonville, FL 32256.
Certain officers hold similar positions for other investment companies for which DIMA
or an affiliate serves as the Advisor.
Officer’s Role with Placement Agent: DWS Distributors, Inc.
|
Ciara Crawford:
|
Assistant Secretary
|
|
Christian Rijs:
|
Anti-Money Laundering Compliance Officer
|
|
Rich Kircher:
|
Deputy Anti-Money Laundering Compliance
Officer
|
Board Member Qualifications
The Nominating and Governance Committee is responsible for recommending proposed nominees
for election to the full Board for its approval. In recommending the election of the current Board
Members, the Committee generally considered the educational, business and professional experience of each Board Member
in determining his or her qualifications to serve as a Board Member, including the Board Member's record of
service as a director or trustee of public and private organizations. In the case of most Board Members, this included
their many years of previous service as a trustee of certain of the DWS funds. This previous service has provided
these Board Members with a valuable understanding of the history of the DWS funds and the DIMA organization and
has also served to demonstrate
8
their high level of diligence and commitment to the interests of fund shareholders
and their ability to work effectively and collegially with other members of the Board. The Committee also considered, among
other factors, the particular attributes described below with respect to the various individual Board Members:
Jennifer S. Conrad—Ms. Conrad’s experience as a finance professor with expertise on a range of topics including corporate finance, investments and derivatives.
Mary Schmid Daugherty—Ms. Daugherty’s experience as a professor of finance and business consultant, and her experience as a corporate director of numerous organizations, including experience
as a mutual fund director.
Keith R. Fox—Mr. Fox's experience as the chairman and a director of various private operating companies
and investment partnerships and his experience as a director and audit committee member of several
public companies. In addition, he holds the Chartered Financial Analyst designation.
Chad D. Perry—Mr. Perry’s professional training and experience as an attorney, his experience as general counsel of a public company and his prior experience in the financial services industry.
Rebecca W. Rimel—Ms. Rimel's experience on a broad range of public policy issues acquired during her
service as the executive director of a major public charity and her experience as a director
of several public companies.
Catherine Schrand—Ms. Schrand’s experience as a professor of accounting at a leading business school and her expertise as an author and editor on the subject of accounting and economics.
Board Committees and Meetings
Information Concerning Committees and Meetings of the Board
The Board oversees the operations of the DWS funds and meets periodically to oversee
fund activities, and to review fund performance and contractual arrangements with fund service providers. The Board
met five times during the most recently completed calendar year.
Board Leadership Structure
A fund’s Board is responsible for the general oversight of a fund’s affairs and for assuring that the fund is managed in the best interests of its shareholders. The Board regularly reviews a fund’s investment performance as well as the quality of other services provided to a fund and its shareholders by DIMA and its
affiliates, including administration and shareholder servicing. At least annually, the Board reviews and evaluates the
fees and operating expenses paid by a fund for these services and negotiates changes that it deems appropriate. In
carrying out these responsibilities, the Board is assisted by a fund’s auditors, independent counsel and other experts, as appropriate, selected by and responsible to the Board.
Independent Board Members are not considered “interested persons” (as defined in the 1940 Act) of the fund or its investment adviser. These Independent Board Members must vote separately to approve
all financial arrangements and other agreements with a fund’s investment adviser and other affiliated parties. The role of the Independent Board Members has been characterized as that of a “watchdog” charged with oversight to protect shareholders’ interests against overreaching and abuse by those who are in a position to control or influence a fund. A fund’s Independent Board Members meet regularly as a group in executive session without representatives
of the Advisor present. An Independent Board Member currently serves as chairman of the Board.
Taking into account the number, diversity and complexity of the funds overseen by
the Board Members and the aggregate amount of assets under management in the DWS funds, the Board has determined that
the efficient conduct of its affairs makes it desirable to delegate responsibility for certain specific matters
to committees of the Board. These committees, which are described in more detail below, review and evaluate matters
specified in their charters and/or enabling resolutions, and take actions on those matters and/or make recommendations
to the Board, as appropriate. Each committee may utilize the resources of counsel and auditors as well as other
experts. The committees meet as
9
often as necessary, either in conjunction with regular meetings of the Board or otherwise.
The membership and chair of each committee are appointed by the Board upon recommendation of the Nominating
and Governance Committee. The membership and chair of each committee consist exclusively of Independent Board
Members.
The Board has determined that this committee structure also allows the Board to focus
more effectively on the oversight of risk as part of its broader oversight of a fund’s affairs. While risk management is the primary responsibility of the Advisor, the Board regularly receives reports regarding investment risks and compliance risks. The Board’s committee structure allows separate committees to focus on different aspects of these risks
and their potential impact on some or all of the DWS funds and to discuss with the Advisor how it monitors and controls
such risks.
Board Committees. The Board has established the following standing committees: Audit Committee, Nominating
and Governance Committee, Operations Committee and Dividend Committee.
|
Name of Committee
|
Number of
Meetings in Last
Calendar Year
|
Functions
|
Current Members
|
|
AUDIT COMMITTEE
|
5
|
Assists the Board in fulfilling its responsibility
for oversight of (1) the integrity of the financial
statements, (2) a fund’s accounting and
financial reporting policies and procedures, (3)
a fund’s compliance with legal and regulatory
requirements related to accounting and
financial reporting, (4) valuation of fund assets
and securities and (5) the qualifications,
independence and performance of the
independent registered public accounting firm
for a fund. Oversees a fund’s valuation
designee, who is responsible for valuing the
fund’s securities and other assets. The Audit
Committee also approves and recommends to
the Board the appointment, retention or
termination of the independent registered
public accounting firm for a fund, reviews the
scope of audit and internal controls, considers
and reports to the Board on matters relating to
a fund’s accounting and financial reporting
practices, and performs such other tasks as
the full Board deems necessary or appropriate.
|
Catherine Schrand (Chair),
Jennifer S. Conrad (Vice
Chair) and Keith R. Fox
|
10
|
Name of Committee
|
Number of
Meetings in Last
Calendar Year
|
Functions
|
Current Members
|
|
NOMINATING AND
GOVERNANCE
COMMITTEE
|
5
|
Recommends individuals for membership on
the Board, nominates officers, Board and
committee chairs, vice chairs and committee
members, and oversees the operations of the
Board. The Nominating and Governance
Committee has not established specific,
minimum qualifications that must be met by an
individual to be considered by the Nominating
and Governance Committee for nomination as
a Board Member. The Nominating and
Governance Committee may take into account
a wide variety of factors in considering Board
Member candidates, including, but not limited
to: (i) availability and commitment of a
candidate to attend meetings and perform his
or her responsibilities to the Board, (ii) relevant
industry and related experience, (iii)
educational background, (iv) financial expertise,
(v) an assessment of the candidate's ability,
judgment and expertise, and (vi) the current
composition of the Board. The Committee
generally believes that the Board benefits from
diversity of background, experience and views
among its members, and considers this as a
factor in evaluating the composition of the
Board, but has not adopted any specific policy
in this regard. The Nominating and Governance
Committee reviews recommendations by
shareholders for candidates for Board positions
on the same basis as candidates
recommended by other sources. Shareholders
may recommend candidates for Board
positions by forwarding their correspondence
by US mail or courier service to Keith R. Fox,
DWS Funds Board Chair, c/o Thomas R. Hiller,
Ropes & Gray LLP, Prudential Tower, 800
Boylston Street, Boston, MA 02199-3600.
|
Rebecca W. Rimel (Chair),
Chad D. Perry (Vice Chair)
and Keith R. Fox
|
|
OPERATIONS
COMMITTEE
|
5
|
Reviews the administrative operations and
general compliance matters of the funds.
Reviews administrative matters related to the
operations of the funds, policies and
procedures relating to portfolio transactions,
custody arrangements, fidelity bond and
insurance arrangements and such other tasks
as the full Board deems necessary or
appropriate.
|
Chad D. Perry (Chair), Mary
Schmid Daugherty (Vice
Chair) and Rebecca W.
Rimel
|
|
DIVIDEND COMMITTEE
|
0
|
Authorizes dividends and other distributions for
those funds that are organized as Maryland
corporations or as series of a Maryland
corporation. The Committee meets on an as-
needed basis. The Committee applies only to
the following corporations: Deutsche DWS
Global/International Fund, Inc. and Deutsche
DWS International Fund, Inc.
|
Keith R. Fox, Catherine
Schrand, Jennifer S. Conrad
(Alternate), Mary Schmid
Daugherty (Alternate), Chad
D. Perry (Alternate) and
Rebecca W. Rimel
(Alternate)
|
Ad Hoc Committees. In addition to the standing committees described above, from time to time the Board
may also form ad hoc committees to consider specific issues.
11
Board Member Ownership and Control Persons
Board Member Ownership in the Portfolio
Because the Portfolio is a “master portfolio” held by other feeder funds, the Board Members cannot directly invest in the Portfolio. The following table shows the dollar range of equity securities
beneficially owned by each current Board Member in DWS funds as of December 31, 2025.
Aggregate Dollar Range of Beneficial Ownership(1)
|
|
Funds Overseen by
Board Member in the
DWS Funds
|
|
Independent Board Member:
|
|
|
Jennifer S. Conrad
|
Over $100,000
|
|
Mary Schmid Daugherty
|
Over $100,000
|
|
Keith R. Fox
|
Over $100,000
|
|
Chad D. Perry
|
Over $100,000
|
|
Rebecca W. Rimel
|
Over $100,000
|
|
Catherine Schrand
|
Over $100,000
|
(1) The dollar ranges are: None, $1 – $10,000, $10,001 – $50,000, $50,001 – $100,000, or over $100,000.
Ownership in Securities of the Advisor and Related Companies
As reported to the Portfolio, the information in the table below reflects ownership
by the current Independent Board Members and their immediate family members of certain securities as of December 31,
2025. An immediate family member can be a spouse, children residing in the same household, including step and
adoptive children, and any dependents. The securities represent ownership in the Advisor or Distributor and any
persons (other than a registered investment company) directly or indirectly controlling, controlled by, or under common
control with the Advisor or Distributor (including Deutsche Bank AG and DWS Group).
|
Independent
Board Member
|
Owner and
Relationship to
Board Member
|
Company
|
Title of
Class
|
Value of
Securities on an
Aggregate Basis
|
Percent of
Class on an
Aggregate Basis
|
|
Jennifer S. Conrad
|
|
None
|
|
|
|
|
Mary Schmid Daugherty
|
|
None
|
|
|
|
|
Keith R. Fox
|
|
None
|
|
|
|
|
Chad D. Perry
|
|
None
|
|
|
|
|
Rebecca W. Rimel
|
|
None
|
|
|
|
|
Catherine Schrand
|
|
None
|
|
|
|
Board Member Compensation
Each Independent Board Member receives compensation from the Portfolio for his or
her services, which includes retainer fees and specified amounts for various committee services and for the Board
Chairperson and Vice Chairperson, if any. No additional compensation is paid to any Independent Board Member for travel
time to meetings, attendance at directors’ educational seminars or conferences, service on industry or association committees, participation as speakers at directors’ conferences or service on special fund industry director task forces or subcommittees. Independent Board Members do not receive any employee benefits such as pension or retirement benefits
or health insurance from the Portfolio or any fund in the DWS fund complex.
12
Board Members who are officers, directors, employees or stockholders of DWS or its
affiliates receive no direct compensation from the Portfolio, although they are compensated as employees of DWS, or its affiliates,
and as a result may be deemed to participate in fees paid by the Portfolio. The following tables show, for
each current Independent Board Member, compensation from the Portfolio during its most recently completed fiscal
year, and aggregate compensation from all of the funds in the DWS fund complex during calendar year 2025.
Aggregate Compensation from the Portfolio
|
|
Government Cash Management Portfolio
|
|
Independent Board Member:
|
|
|
Jennifer S. Conrad
|
$138,163
|
|
Mary Schmid Daugherty
|
$138,163
|
|
Keith R. Fox
|
$194,145
|
|
Chad D. Perry
|
$149,359
|
|
Rebecca W. Rimel
|
$149,359
|
|
Catherine Schrand
|
$153,838
|
Total Compensation from DWS Fund Complex
|
Board Member
|
Total Compensation
from the Portfolio and
DWS Fund Complex(1)
|
|
Independent Board Member:
|
|
|
Jennifer S. Conrad
|
$325,000
|
|
Mary Schmid Daugherty
|
$325,000
|
|
Keith R. Fox(2)
|
$450,000
|
|
Chad D. Perry(3)
|
$350,000
|
|
Rebecca W. Rimel(3)
|
$350,000
|
|
Catherine Schrand(3)
|
$360,000
|
(1)
For each Independent Board Member, total compensation from the DWS fund complex represents
compensation from 66 funds as of December 31, 2025.
(2)
Includes $125,000 in annual retainer fees received by Mr. Fox as Chairperson of the
DWS funds.
(3)
Includes $25,000 in annual retainer fees for serving as Chairperson of a Board committee
(other than the Audit Committee) of the DWS funds and $35,000 in annual retainer fees for serving as Chairperson
of the Audit Committee of the DWS funds, as applicable.
Codes of Ethics
The Portfolio, the Advisor, and the Portfolio's exclusive placement agent have adopted
codes of ethics under Rule 17j-1 under the 1940 Act. Board Members, officers of the Portfolio and employees of
the Advisor and exclusive placement agent are permitted to make personal securities transactions, including transactions
in securities that may be purchased or held by the Portfolio, subject to requirements and restrictions set forth in the applicable Code of Ethics. The Advisor’s Code of Ethics contains provisions and requirements designed to identify and address
certain conflicts of interest between personal investment activities and the interests of the Portfolio. Among other things, the Advisor’s Code of Ethics prohibits certain types of transactions absent prior approval, imposes time
periods during which personal transactions may not be made in certain securities, and requires the submission of duplicate broker
confirmations and quarterly reporting of securities transactions. Additional restrictions apply to portfolio managers,
traders, research analysts and others involved in the investment advisory process. Exceptions to these and other provisions of the Advisor’s Codes of Ethics may be granted in particular circumstances after review by appropriate personnel.
13
Proxy Voting Policy and Guidelines
The Portfolio has delegated proxy voting responsibilities to the Advisor, subject to the Board’s general oversight. The Portfolio has delegated proxy voting responsibilities to the Advisor with the direction
that proxies should be voted consistent with the Portfolio’s best economic interests. The Advisor has adopted its own Proxy Voting Policy and Guidelines (“Policy”) for this purpose. The Policy addresses, among other things, conflicts of interest
that may arise between the interests of the Portfolio, and the interests of the Advisor and its affiliates, including the Portfolio’s exclusive placement agent.
The Policy is incorporated by reference to the section entitled “Part II: Appendix II-I—Proxy Voting Policy and Guidelines”
in the Statement of Additional Information for Deutsche DWS Money Market Trust—DWS Government Money Market Series (Institutional Shares) filed with the SEC in Post-Effective Amendment No. 93
on April 27, 2026 (File Nos. 002-78122 and 811-03495).
You may obtain information about how the Portfolio voted proxies related to its portfolio
securities during the 12-month period ended June 30 by visiting the SEC’s Web site at www.sec.gov or by visiting our Web site at dws.com/en-us/resources/proxy-voting.
Item 18. Control Persons and Principal Holders of Securities
As of April 2, 2026, DWS Government Money Market Series, a series of Deutsche DWS
Money Market Trust, owned approximately 99% of the value of the outstanding interests in the Portfolio, and
Government Money Market ProFund, a series of ProFunds, owned approximately 1% of the value of the outstanding interests
in the Portfolio (each of the foregoing series, a “Feeder Fund” and collectively, the “Feeder Funds”). At the level of ownership indicated, DWS Government Money Market Series would be able to determine the outcome of most issues
that are submitted to investors to vote upon. Deutsche DWS Money Market Trust is a Massachusetts business
trust with principal executive offices at 875 Third Avenue, New York, NY 10022. ProFunds is a Delaware statutory
trust with principal executive offices at 7272 Wisconsin Avenue, 21st Floor, Bethesda, MD 20814.
Each Feeder Fund has informed the Portfolio that whenever it is requested to vote
on matters pertaining to the fundamental policies of the Portfolio, the Feeder Fund will hold a meeting of its shareholders
and will cast its votes as instructed by the Feeder Fund’s shareholders. It is anticipated that other registered investment companies investing in the Portfolio will follow the same or a similar practice.
Item 19. Investment Advisory and Other Services
Management of the Portfolio
The Investment Advisor
DWS Investment Management Americas, Inc. (“DIMA” or the “Advisor”), with headquarters at 875 Third Avenue, New York, NY 10022, is the investment advisor for the Portfolio. Under the oversight
of the Board, the Advisor makes investment decisions, buys and sells securities for the Portfolio and conducts research
that leads to these purchase and sale decisions. The Advisor is an indirect, wholly-owned subsidiary of DWS Group
GmbH & Co. KGaA (“DWS Group”), a separate, publicly-listed financial services firm that is an indirect, majority-owned
subsidiary of Deutsche Bank AG. The Advisor and its predecessors have more than 95 years of experience managing
mutual funds and provide a full range of global investment advisory services to institutional and retail clients.
14
DWS represents the asset management activities conducted by DWS Group or any of its
subsidiaries, including DIMA, other affiliated investment advisors and DWS Distributors, Inc. (“DDI” or the “Distributor”). DWS is a global organization that offers a wide range of investing expertise and resources, including hundreds
of portfolio managers and analysts and an office network that reaches the world’s major investment centers. This well-resourced global investment platform brings together a wide variety of experience and investment insight across industries,
regions, asset classes and investing styles.
DWS Investment Management Americas, Inc., DWS Distributors, Inc. and their advisory
affiliates (“DWS Service Providers”) have sought and obtained a permanent order from the Securities and Exchange Commission
providing exemptive relief under Section 9 of the Investment Company Act of 1940, as amended,
on which the DWS Service Providers rely in connection with the continued provision of investment advisory and
underwriting services to the funds and other registered investment companies.
Pursuant to an Investment Management Agreement with the Portfolio, DIMA receives a
fee for its services at the rate set forth below in the section entitled “Fee payable to DIMA for investment management services.”
DWS Name. Under a separate agreement, DWS Investment GmbH has granted a license to DWS Group
which permits the DWS funds to utilize the “DWS” trademark.
Placement Agent. Pursuant to an Exclusive Placement Agent Agreement with the Portfolio, DDI, 222
South Riverside Plaza, Chicago, IL 60606, an affiliate of the Advisor, serves as Exclusive Placement
Agent for the Portfolio.
Administrator. DIMA serves as the Portfolio’s administrator pursuant to an Administrative Services Agreement. For its services under the Administrative Services Agreement, the Administrator receives
a fee at the rate set forth below in the section entitled “Fee payable to DIMA for administrative services.” The Administrator will pay Accounting Agency fees out of the Administrative Services fee.
Transfer Agent and Shareholder Service Agent. DWS Service Company (“DSC”), 222 South Riverside Plaza, Chicago, IL 60606, an affiliate of the Advisor, is the Portfolio’s transfer agent, dividend-paying agent and shareholder service agent pursuant to a transfer agency and service agreement (“Transfer Agency and Service Agreement”). Pursuant to a sub-transfer agency agreement between DSC and SS&C GIDS, Inc. (formerly known
as DST Systems, Inc.) (“SS&C”), DSC has delegated certain transfer agent, dividend paying agent and shareholder servicing
agent functions to SS&C. The costs and expenses of such delegation are borne by DSC, not by the Portfolio.
The Portfolio does not pay a fee to DSC for services provided pursuant to the Transfer Agency and Service Agreement.
Custodian. State Street Bank and Trust Company (the “Custodian”), One Congress Street, Suite 1, Boston, MA 02114-2016, serves as the Portfolio’s custodian pursuant to a custody agreement with the Portfolio (“Custody Agreement”). Under the Custody Agreement with the Portfolio, the Custodian (i) maintains separate accounts
in the name of the Portfolio, (ii) holds and transfers portfolio securities on account of the Portfolio, (iii) accepts
receipts and makes disbursements of money on behalf of the Portfolio, and (iv) collects and receives all income and
other payments and distributions on account of the Portfolio’s portfolio securities. The Custodian has entered into agreements with foreign subcustodians approved by the Board pursuant to Rule 17f-5 under the 1940 Act.
In some instances, the Custodian may use Deutsche Bank AG or its affiliates, as subcustodian
(“DB Subcustodian”) in certain countries. To the extent a fund holds any securities in the countries in
which the Custodian uses a DB Subcustodian as a subcustodian, those securities will be held by DB Subcustodian as part of a larger
omnibus account in the name of the Custodian (“Omnibus Account”). For its services, DB Subcustodian receives (1) an annual fee based on a percentage
of the average daily net assets of the Omnibus Account and (2) transaction charges
with respect to transactions that occur within the Omnibus Account (e.g., foreign exchange transactions or corporate
transactions). To the extent that a DB Subcustodian receives any brokerage commissions for any transactions, such transactions
and amount of brokerage commissions paid by the Portfolio are set forth in Item 21 “Brokerage Allocation and Other Practices” below.
The Custodian’s fee may be reduced by certain earnings credits in favor of the Portfolio.
15
Independent Registered Public Accounting Firm. Ernst & Young LLP, 200 Clarendon Street, Boston, Massachusetts 02116, serves as the Portfolio’s independent registered public accounting firm. The independent registered public accounting firm audits the financial statements of the Portfolio and provides other
audit, tax and related services.
Fee Rates of Service Providers
Fee payable to DIMA for investment management services
The management fee for the Portfolio, at the annual percentage rate of daily net assets,
is indicated below:
|
Portfolio Name
|
Management Fee Rate
|
|
Government Cash Management Portfolio
|
First $3 billion 0.1200%
Next $4.5 billion 0.1025%
Thereafter 0.0900%
|
Fee payable to DIMA for administrative services
The Portfolio pays DIMA an administrative services fee, computed daily and paid monthly, of 0.030% of the Portfolio’s average daily net assets.
Service Provider Compensation
|
Fiscal Year Ended
|
Gross Amount
Paid to DIMA
for Advisory
Services
|
Amount Waived
by DIMA for
Advisory
Services
|
Gross Amount Paid to
DIMA for General
Administrative
Services
|
Amount Waived by
DIMA for General
Administrative
Services
|
|
2025
|
$32,098,644
|
$6,668,937
|
$10,212,048
|
$0
|
|
2024
|
$34,685,171
|
$8,434,068
|
11,074,224
|
$0
|
|
2023
|
$30,640,663
|
$15,133,377
|
$9,726,055
|
$0
|
From time to time, the Advisor may voluntarily waive a portion of its fees and/or
reimburse certain operating expenses of the Portfolio. These voluntary waivers and/or reimbursements may be terminated
at any time at the option of the Advisor.
The Advisor and its affiliates may voluntarily waive a portion of their fees and/or
reimburse certain expenses to the extent necessary to assist the Portfolio in attempting to avoid a negative yield.
There is no guarantee that the Portfolio will avoid a negative yield. These voluntary waivers and/or reimbursements may be
amended or terminated at any time at the option of the Advisor. These voluntary waivers and/or reimbursements are
in addition to any existing contractual expense limitations.
Securities Lending
The Portfolio had no securities lending activity during its most recent fiscal year.
Item 20. Portfolio Managers
Not Applicable.
16
Item 21. Brokerage Allocation and Other Practices
Portfolio Transactions
The Advisor is generally responsible for placing orders for the purchase and sale
of portfolio securities, including the allocation of brokerage. The Advisor may delegate trade execution, trade matching and settlement services to DWS’s branch offices or affiliates located in the US or outside the US.
The policy of the Advisor in placing orders for the purchase and sale of securities
for a fund is to seek best execution, taking into account execution factors such as: costs; speed; likelihood of execution
and settlement; size; nature; and any other consideration relevant to the execution of a particular order. The relative
importance of these execution factors will be determined based on the following criteria: characteristics of the
order; the financial instruments that are the subject of the order; the characteristics of the execution venues to which
the order can be directed; the current market circumstances; and the objectives, investment policies and risks of a fund.
Generally, the Advisor will regard price and cost as the important factors for best execution, however there may be circumstances
when the Advisor may determine that other execution factors have a greater influence for a particular
order in achieving the best possible result.
The Advisor will generally select brokers to effect securities transactions based
on a number of criteria, including their: market and security familiarity; access to liquidity or willingness to commit risk
to a principal trade; financial stability and certainty of settlement; reliability and integrity of maintaining confidentiality;
soundness of technological infrastructure and operational capabilities; safeguards and compliance controls to protect clients;
pricing costs for execution-only services; and ability to provide transaction costs analysis.
Commission rates on transactions in equity securities on US securities exchanges are
subject to negotiation. Commission rates on transactions in equity securities on foreign securities exchanges are generally
fixed. Purchases and sales of fixed-income securities and certain over-the-counter securities are effected on a
net basis, without the payment of brokerage commissions. Transactions in fixed income and certain over-the-counter securities
are generally placed by the Advisor with the principal market makers for these securities unless the Advisor
reasonably believes more favorable results are available elsewhere. Transactions with dealers serving as market makers
reflect the spread between the bid and asked prices. Purchases of underwritten issues will include an underwriting
fee paid to the underwriter. Money market instruments are normally purchased in principal transactions directly from
the issuer or from an underwriter or market maker. The Advisor seeks to evaluate the overall reasonableness of brokerage
commissions with commissions charged on comparable transactions and compares the brokerage commissions (if any)
paid by the funds to reported commissions paid by others. The Advisor routinely reviews commission rates, execution
and settlement services performed and makes internal and external comparisons.
It is likely that the broker-dealers selected based on the considerations described
in this section will include firms that also sell shares of the funds to their customers. However, the Advisor does not consider
sales of shares of the funds as a factor in the selection of broker-dealers to execute portfolio transactions for
the funds and, accordingly, has implemented policies and procedures reasonably designed to prevent its traders from considering
sales of shares of the funds as a factor in the selection of broker-dealers to execute portfolio transactions for
the funds.
The Advisor is permitted by Section 28(e) of the the 1934 Act, when placing portfolio
transactions for a fund, to cause a fund to pay brokerage commissions in excess of that which another broker-dealer
might charge for executing the same transaction in order to obtain research and brokerage services if the Advisor
determines that such commissions are reasonable in relation to the overall services provided. The Advisor may from
time to time, in reliance on Section 28(e) of the 1934 Act, execute portfolio transactions with broker-dealers that provide
research and brokerage services to the Advisor. Consistent with the Advisor’s policy regarding best execution, where more than one broker is believed to be capable of providing best execution for a particular trade, the Advisor may
take into consideration the receipt of research and brokerage services in selecting the broker-dealer to execute the trade.
Although certain research and brokerage services from broker-dealers may be useful to a fund and to the Advisor,
it is the opinion of the Advisor that such information only supplements its own research effort since the information
must still be analyzed, weighed and reviewed by the Advisor’s staff. To the extent that research and brokerage services of value are received by the
17
Advisor, the Advisor avoids expenses that it might otherwise incur. Research and brokerage
services received from a broker-dealer may be useful to the Advisor and its affiliates in providing investment
management services to all or some of its clients, which includes a fund. Services received from broker-dealers
that executed securities transactions for a fund will not necessarily be used by the Advisor specifically to service that
fund.
Research and brokerage services provided by broker-dealers may include, but are not
limited to, information on the economy, industries, groups of securities, individual companies, statistical information,
accounting and tax law interpretations, political developments, legal developments affecting portfolio securities, technical
market action, pricing and appraisal services, credit analysis, risk measurement analysis, performance analysis and measurement
and analysis of corporate responsibility issues. Research and brokerage services are typically received in the
form of written or electronic reports, access to specialized financial publications, telephone contacts and personal meetings
with security analysts, but may also be provided in the form of access to various computer software and meetings
arranged with corporate and industry representatives. In addition, the Advisor may also select broker-dealers
and obtain from them research and brokerage services that are used in connection with executing trades, such as computer
software and/or electronic communication services used by the Advisor to facilitate trading activity with a broker-dealer.
Research and brokerage services may include products obtained from third parties if
the Advisor determines that such product or service constitutes brokerage and research as defined in Section 28(e)
and interpretations thereunder. Provided a subadvisor is acting in accordance with any instructions and directions
of the Advisor or the Board, the subadvisor is authorized to pay to a broker or dealer who provides third party brokerage
and research services a commission for executing a portfolio transaction for a fund in excess of what another broker
or dealer may charge, if the subadvisor determines in good faith that such commission was reasonable in relation to the value
of the third party brokerage and research services provided by such broker or dealer.
The Advisor may use brokerage commissions to obtain certain brokerage products or
services that have a mixed use (i.e., it also serves a function that does not relate to the investment decision-making
process). In those circumstances, the Advisor will make a good faith judgment to evaluate the various benefits and uses
to which it intends to put the mixed use product or service and will pay for that portion of the mixed use product
or service that it reasonably believes does not constitute research and brokerage services with its own resources.
The Advisor will monitor regulatory developments and market practice in the use of
client commissions to obtain research and brokerage services and may adjust its portfolio transactions policies
in response thereto.
Due to European regulatory changes affecting the Advisor and certain of its affiliates,
beginning in January 2018, funds (or portions thereof) subadvised by the Advisor’s European affiliates will no longer participate in the client commission arrangements described above with respect to obtaining research services. For those
funds (or relevant portions thereof), the Advisor or its affiliates will pay for research services previously obtained through
use of client commissions from their own assets. The Advisor and its affiliates have put into place procedures to
ensure that all funds managed by the Advisor or its affiliates pay only their proportionate share of the cost of research
services, as appropriate. The subadvisory agreements for the relevant funds have been modified to reflect the European
regulatory changes.
Investment decisions for a fund and for other investment accounts managed by the Advisor
are made independently of each other in light of differing conditions. However, the same investment decision
may be made for two or more of such accounts. In such cases, simultaneous transactions are inevitable. To the
extent permitted by law, the Advisor may aggregate the securities to be sold or purchased for a fund with those to be sold
or purchased for other accounts in executing transactions. The Advisor has adopted policies and procedures that are
reasonably designed to ensure that when the Advisor aggregates securities purchased or sold on behalf of accounts,
the securities are allocated among the participating accounts in a manner that the Advisor believes to be fair
and equitable. The Advisor makes allocations among accounts based upon a number of factors that may include, but are
not limited to, investment objectives and guidelines, risk tolerance, availability of other investment opportunities
and available cash for investment. While in some cases this practice could have a detrimental effect on the price paid
or received by, or on the size of the position obtained or disposed of for, a fund, in other cases it is believed that
the ability to engage in volume transactions will be beneficial to a fund. With respect to limited opportunities or initial public
offerings, the Advisor may make allocations among accounts on a pro-rata basis with consideration given to suitability.
18
The Advisor and its affiliates and each fund's management team manage other mutual
funds and separate accounts, some of which use short sales of securities as a part of its investment strategy.
The simultaneous management of long and short portfolios creates potential conflicts of interest including the risk
that short sale activity could adversely affect the market value of the long positions (and vice versa), the risk arising from
sequential orders in long and short positions, and the risks associated with receiving opposing orders at the same time.
The Advisor has adopted procedures that it believes are reasonably designed to mitigate these potential conflicts of
interest. Incorporated in the procedures are specific guidelines developed to ensure fair and equitable treatment for all clients.
The Advisor and the investment team have established monitoring procedures and a protocol for supervisory reviews,
as well as compliance oversight to ensure that potential conflicts of interest relating to this type of activity are
properly addressed.
The Advisor may provide model portfolio recommendations for a variety of investment
styles to clients of the Advisor and affiliates. Model portfolios may relate to the same investment strategies that
are also offered to or utilized by the Advisor’s other client accounts, including the DWS funds. The Advisor may provide model portfolio recommendations on a non-discretionary or discretionary basis to sponsors of model portfolio programs
(Sponsors) who may utilize such recommendations in connection with the management of their client accounts; i.e.,
the Advisor may provide model portfolio recommendations to Sponsors who then execute securities transactions on
behalf of their program clients in accordance with the model portfolios. Model portfolio related trading activity
by Sponsors on behalf of their clients could potentially result in the Advisor’s non-model portfolio clients, including the DWS funds, receiving prices that are less favorable than prices that might otherwise have been obtained absent the Sponsors’ trading activity, particularly for orders that are large in relation to a security’s average daily trading volume. The Advisor intends to take reasonable steps to minimize the market impact on non-model portfolio client accounts of orders
associated with model portfolio recommendations provided to Sponsors.
Deutsche Bank AG or one of its affiliates (or in the case of a subadvisor, the subadvisor
or one of its affiliates) may act as a broker for the funds and receive brokerage commissions or other transaction-related
compensation from the funds in the purchase and sale of securities, options or futures contracts when, in
the judgment of the Advisor, and in accordance with procedures approved by the Board, the affiliated broker will be
able to obtain a price and execution at least as favorable as those obtained from other qualified brokers and if, in the
transaction, the affiliated broker charges the funds a rate consistent with that charged to comparable unaffiliated customers
in similar transactions.
Brokerage Commissions
The amount of brokerage commissions paid by the Portfolio may change from year to
year because of, among other things, changing asset levels, shareholder activity and/or portfolio turnover.
Brokerage Commissions
|
|
Fiscal
Year
|
Brokerage Commissions
Paid by Portfolio
|
|
Government Cash Management Portfolio
|
2025
|
$0
|
|
|
2024
|
$0
|
|
|
2023
|
$0
|
Brokerage Commissions Paid to Affiliated Brokers
|
|
Fiscal
Year
|
Name of
Affiliated
Broker
|
Affiliation
|
Aggregate
Brokerage
Commissions
Paid by Portfolio
to Affiliated
Brokers
|
% of the Total
Brokerage
Commissions
|
% of the
Aggregate
Dollar
Value of all
Portfolio
Transactions
|
|
Government Cash
Management Portfolio
|
2025
|
None
|
—
|
None
|
—
|
—
|
|
|
2024
|
None
|
—
|
None
|
—
|
—
|
19
|
|
Fiscal
Year
|
Name of
Affiliated
Broker
|
Affiliation
|
Aggregate
Brokerage
Commissions
Paid by Portfolio
to Affiliated
Brokers
|
% of the Total
Brokerage
Commissions
|
% of the
Aggregate
Dollar
Value of all
Portfolio
Transactions
|
|
|
2023
|
None
|
—
|
None
|
—
|
—
|
The Portfolio did not hold any securities of its regular brokers or dealers (as such
term is defined in the 1940 Act) as of the end of its most recent fiscal year.
Transactions for Research Services
For the most recent fiscal year, the Portfolio allocated the following amount of transactions,
and related commissions, to broker-dealer firms that have been deemed by the Advisor to provide research services.
The provision of research services was not necessarily a factor in the placement of business with such firms.
|
Fund
|
Amount of Transactions
with Research Firms
|
Commissions Paid
on Transactions
with Research Firms
|
|
Government Cash Management Portfolio
|
$0
|
$0
|
Item 22. Capital Stock and Other Securities
Under the Declaration of Trust, the Trustees are authorized to issue beneficial interests
in the Portfolio. Investors are entitled to participate pro rata in distributions of income, loss, gain and credit
of the Portfolio. Upon liquidation or dissolution of the Portfolio, investors are entitled to share pro rata in the Portfolio’s net assets available for distribution to its investors. Investments in the Portfolio have no preference, preemptive, conversion
or similar rights and are fully paid and non-assessable, except as set forth below. Investments in the Portfolio may
not be transferred.
Each investor is entitled to a vote in proportion to the amount of its beneficial
interest in the Portfolio. Investors in the Portfolio do not have cumulative voting rights, and investors holding more than
50% of the aggregate beneficial interests in the Portfolio may elect all of the Trustees of the Portfolio if they
choose to do so and in such event the other investors in the Portfolio would not be able to elect any Trustee. The Portfolio
is not required and has no current intention to hold annual meetings of investors but the Portfolio will hold special
meetings of investors when in the judgment of the Portfolio’s Trustees it is necessary or desirable to submit matters for an investor vote. No material amendment may be made to the Portfolio’s Declaration of Trust without the affirmative majority vote of investors (with the vote of each being in proportion to the amount of their investment).
The Portfolio may enter into a merger or consolidation, or sell all or substantially
all of its assets, if approved by the affirmative vote of the holders of not less than two-thirds of the beneficial interests
of the Portfolio. The Portfolio may also be terminated (i) upon liquidation and distribution of its assets, if approved
by the affirmative vote of the holders of not less than two-thirds of the beneficial interests of the Portfolio, or (ii)
by the Trustees of the Portfolio by written notice to its investors.
Investors in the Portfolio will be held personally liable (on a joint and several
basis) for its obligations and liabilities, subject, however, to indemnification by the Portfolio in the event that there is imposed
upon an investor a greater portion of the liabilities and obligations of the Portfolio than its proportionate
beneficial interest in the Portfolio. The Declaration of Trust also provides that the Portfolio shall maintain appropriate insurance
(for example, fidelity bonding and errors and omissions insurance) for the protection of the Portfolio, its investors,
Trustees, officers, employees and agents, covering possible tort and other liabilities. Thus, the risk of an investor
incurring financial loss on account of investor liability is limited to circumstances in which both inadequate insurance
existed and the Portfolio itself was unable to meet its obligations.
20
The Declaration of Trust further provides that obligations of the Portfolio are not
binding upon the Trustees individually but only upon the property of the Portfolio and that the Trustees will not be liable
for any action or failure to act, but nothing in the Declaration of Trust protects a Trustee against any liability to which
he would otherwise be subject by reason of willful misfeasance, bad faith, gross negligence, or reckless disregard
of the duties involved in the conduct of his office.
Item 23. Purchase, Redemption and Pricing of Shares
Beneficial interests in the Portfolio are issued solely in private placement transactions
that do not involve any “public offering” within the meaning of Section 4(a)(2) of the Securities Act of 1933, as amended.
See Item 11 “Shareholder Information” in Part A of this Registration Statement.
Item 24. Taxation of the Portfolio
Taxes
The following is intended to be a general summary of certain US federal income tax
consequences of investing in the Portfolio. It is not intended as a complete discussion of all such consequences,
nor does it purport to deal with all categories of investors, some of which may be subject to special tax rules. Current
and prospective investors are therefore advised to consult with their tax advisors before making an investment in
the Portfolio. The Portfolio's investors are expected to be principally regulated investment companies. The summary below does
not address tax consequences to shareholders of those regulated investment companies. Shareholders of those regulated
investment companies should refer to the prospectuses and statements of additional information for those
funds for a summary of the tax consequences applicable to them. The summary below is based on the laws in effect
on the date of this Registration Statement and on existing judicial and administrative interpretations thereof, all
of which are subject to change, possibly with retroactive effect. This summary assumes that each investor holds their interest
in the Portfolio as a capital asset and is a taxable US investor (except as otherwise specifically provided below).
For purposes of this summary, a “US investor” is a beneficial owner of the interest in the Portfolio that is for US federal income tax purposes:
•
a citizen or individual resident of the United States (including certain former citizens
and former long-term residents);
•
a corporation or other entity treated as a corporation for US federal income tax purposes,
created or organized in or under the laws of the United States or any state thereof or the District of
Columbia;
•
an estate, the income of which is subject to US federal income taxation regardless
of its source; or
•
a trust with respect to which a court within the United States is able to exercise
primary supervision over its administration and one or more United States persons (as such term is defined under
the Internal Revenue Code of 1986, as amended (the “Code”)) have the authority to control all of its substantial decisions or the trust has
made a valid election in effect under applicable Treasury regulations to be treated
as a United States person under the Code).
A “Non-US investor” is a beneficial owner of the interest in the Portfolio that is an individual, corporation,
trust or estate and is not a US investor.
If an entity classified as a partnership (including any entity treated as a partnership
for US federal income tax purposes) holds an interest in the Portfolio, the US federal income tax treatment of a partner
in the partnership generally depends upon the status of the partner and the activities of the partnership. If you are a
partnership holding the interest in the Portfolio or a partner in such a partnership, you should consult your tax advisor
as to the particular US and foreign tax consequences of the partnership’s interest in the Portfolio.
21
Federal Income Tax Treatment of the Portfolio. It is intended that the Portfolio operate and be treated as a partnership for US federal income tax purposes and not as an association taxable as a corporation
or a “publicly traded partnership” (as defined in Section 7704 of the Code) taxable as a corporation. As a result, the
Portfolio generally is not expected to be subject to US federal income tax. Nonetheless, it will file appropriate information
returns with the Internal Revenue Service (“IRS”) annually as described below in “Federal Income Taxation of Investors.”
Federal Income Taxation of Investors. Each US investor in the Portfolio is required to take into account in determining
its US federal income tax liability its allocable share (as determined in accordance
with the governing instruments of the Portfolio and Subchapter K of the Code, related Treasury regulations promulgated
thereunder, and other applicable authority) of the Portfolio’s income, gain, loss, deductions, credits and tax preference items for any taxable year of the Portfolio ending with or within the taxable year of such US investor, without
regard to whether the investor has received or will receive any cash or property distributions from the Portfolio.
The Portfolio may modify its allocations to investors to comply with applicable tax
laws and US Treasury regulations, including, without limitation, the US Treasury regulations under Sections 704, 706,
708, 734, 743, 754, and 755 of the Code. It also may make special allocations of specific tax items, including gross
income, gain, deduction, or loss. These modified or special allocations could result in a US investor receiving a larger
or smaller share of income, gain, deduction, or loss (and/or income, gain, deduction, or loss of a different character)
than they would in the absence of such modified or special allocations.
The amount of tax due, if any, with respect to gains and income of the Portfolio is
determined separately for each US investor. The Portfolio will be required to file an information return on IRS Form
1065 and, following the close of the Portfolio’s taxable year, to provide each investor with a Schedule K-l indicating the investor’s allocable share of the Portfolio’s income, gains, losses, deductions, credits, and items of tax preference. Each investor, however, is responsible for keeping their own records for determining its tax basis in their Portfolio interests
and calculating and reporting any gain or loss resulting from a Portfolio distribution or redemption or other disposition
of Portfolio interests.
Investors who contribute assets in kind to the Portfolio in exchange for Portfolio
interests (to the extent such investors do not recognize gains at the time of the contribution) generally will, at the time
of disposition by the Portfolio of the investors’ contributed assets, be specially allocated gains or losses from such assets up to the amount of built-in gain or built-in loss, respectively, at the time of contribution. There are circumstances
in which investors who contribute appreciated assets to the Portfolio in kind could recognize income up to the built-in
gain in such assets at the time of contribution even in advance of a disposition of such assets. The IRS may successfully challenge any of the Portfolio’s allocations, elections or determinations, in which case an investor in the Portfolio
interests may be allocated a larger or smaller share of any tax item.
Distributions and adjusted basis. In general, an investor’s adjusted basis in their interest in the Portfolio will initially equal the amount of cash and the adjusted basis in other property, if any, the investor
has contributed for the interest and will be increased by the investor’s proportionate share of Portfolio income and gains and decreased (but not below zero) by the amount of cash distributions and the adjusted basis of any property distributed
from the Portfolio to the investor and such investor’s distributive share of certain Portfolio expenses and losses. In addition, (1) an investor’s basis includes the investor’s share of the Portfolio’s liabilities, and (2) decreases in the investor’s share of liabilities are treated as cash distributions.
In general, an investor that receives cash in connection with the investor’s complete withdrawal from the Portfolio will recognize capital gain or loss to the extent of the difference between the proceeds
received by such investor and such investor’s adjusted tax basis in its Portfolio interest immediately before the distribution. Gain or loss recognized as a result of a complete withdrawal from the Portfolio generally will be short-term
or long-term capital gain or loss depending on the investor’s holding period in their interests in the Portfolio, except that an investor generally will recognize ordinary income (regardless of whether there would be net gain on the transaction
and possibly in excess of net gain otherwise recognized) to the extent that the investor receives a cash distribution for the investor’s allocable share of (i) previously untaxed “unrealized receivables” (including any accrued but untaxed market discount) and (ii) substantially appreciated inventory, if any. The basis attributable to any unrealized
receivables or substantially appreciated inventory might also affect the calculation of gain or loss from the other assets held by the Portfolio. An investor’s
22
receipt of a non-liquidating cash distribution from the Portfolio generally will result
in recognized gain (but not loss) only to the extent that the amount of the distribution exceeds such investor’s adjusted basis in their Portfolio interest before the distribution. If an investor acquired portions of their interest at different
times or acquired their entire interest in a single transaction subject to different holding periods, the investor’s interest generally will have a divided holding period, which could cause the investor to recognize more or less short-term and long-term
capital gain or loss than it would have with a single holding period.
An investor generally will not recognize gain or loss on an in-kind distribution of
property from the Portfolio. An investor that receives an in-kind distribution of property from the Portfolio may be required
to recognize taxable gain or loss upon a subsequent taxable disposition of that property. If the distribution does not
represent a complete liquidation of the investor’s Portfolio interest, the investor’s basis in the distributed property generally will equal the Portfolio’s adjusted tax basis in the property, or, if less, the investor’s basis in their Portfolio interest before the distribution. If the distribution is made in complete liquidation of the investor’s Portfolio interest, the investor generally will take the assets with a tax basis equal to their adjusted tax basis in its Portfolio interest.
Special rules apply to the distribution of property to an investor who contributed other property to the Portfolio and to
the distribution of such contributed property to another investor. The federal income tax law generally requires a partner
in a partnership to recognize gain on a distribution by the partnership of marketable securities, to the extent that
the value of such securities exceeds the partner’s adjusted basis in their partnership interest. This requirement does not apply, however, to distributions to “eligible partners” of an “investment partnership,” as those terms are defined in the Code. It is intended that the Portfolio be operated so as to qualify as an “investment partnership,” although there can be no assurance that it will so qualify. If the Portfolio qualifies as an investment partnership, each investor
should qualify as an “eligible partner,” provided that such investor contributes only cash and certain other liquid property
to the Portfolio.
An investor cannot deduct losses from the Portfolio in an amount greater than such investor’s adjusted tax basis in its Portfolio interest as of the end of the Portfolio’s tax year. An investor may be able to deduct such excess losses in subsequent tax years to the extent that the investor’s adjusted tax basis in their interest exceeds zero in such years. Certain other limitations on the deductibility of Portfolio losses and certain expenses
can also apply. For instance, Section 163(d) of the Code imposes limitations on the deductibility of investment
interest by non-corporate taxpayers. Investment interest is defined as interest paid or accrued on indebtedness incurred
or continued to purchase properties to be held for investment. Investment interest is deductible only to the extent of
net investment income (i.e., investment income less investment expenses). Investment interest which cannot be deducted for
any year because of the foregoing limitation may be carried forward and allowed as a deduction in a subsequent year
to the extent the taxpayer has net investment income in such year. Because all or substantially all of the income or
loss of the Portfolio is expected to be treated as arising from property held for investment, any interest expense incurred
by a non-corporate investor to purchase or carry its interest in the Portfolio and its allocable share of interest
expense incurred by the Portfolio may be subject to the investment interest limitations.
In addition, depending on the nature of its activities, the Portfolio may be deemed
to be either an investor or trader in securities, or both if the Portfolio engages in multiple activities. If the Portfolio
is deemed to be an investor, certain Portfolio fees and expenses (including, without limitation, the management fees) will
be treated as miscellaneous itemized deductions of the Portfolio for US federal income tax purposes. An individual
US investor and certain trusts or estates that hold interests in the Portfolio (directly or through certain pass-through
entities, including a partnership, a nonpublicly offered regulated investment company, a Subchapter S corporation, or
a grantor trust) may not deduct such fees and expenses for taxable years beginning after December 31, 2017. In addition,
in the case of US individuals whose adjusted gross income exceeds a certain inflation adjusted threshold, the aggregate
itemized deductions allowable for taxable years beginning on or after January 1, 2026 will be reduced by 2/37 of
the lesser of (i) the amount of itemized deductions otherwise permissible under the Code or (ii) the amount of taxable
income of the US individual for the taxable year (plus the amount of itemized deductions otherwise permissible
under the Code) that exceeds the dollar amount at which the 37 percent rate bracket under Code Section 1 begins.
Federal Income Taxation of Portfolio Income. For federal income tax purposes, investment income is generally treated as ordinary income. The treatment of capital gains, however, is generally
determined by how long the Portfolio owned (or is deemed to have owned) the investments that generated them, rather than
by how long an investor has held its interest in the Portfolio. In general, gains or losses from the sale of investments
that the Portfolio owned (or
23
is deemed to have owned) for one year or less are treated as short-term capital gains
or losses and gains or losses from the sale of investments that the Portfolio owned (or is deemed to have owned)
for more than one year are treated as long-term capital gains or losses. Dividends received by the Portfolio (if any)
from domestic corporations and certain foreign corporations will be “qualified dividend income,” taxed in the hands of US investors that are individuals and other non-corporate US taxpayers at the rates applicable to long-term capital gain,
provided certain holding period and other requirements are met by such US investors with respect to the underlying
securities generating such dividend income and the Portfolio also meets the same holding period and other requirements.
The Portfolio does not expect to earn income that will qualify as “qualified dividend income,” or for the corporate dividends-received deduction when allocated to investors.
Income received by the Portfolio in lieu of dividends with respect to (i) securities
on loan pursuant to a securities lending transaction or (ii) dividend income received by the Portfolio on securities
it temporarily purchased from a counterparty pursuant to a repurchase agreement that is treated for US federal income tax purposes
as a loan by the Portfolio, will not constitute qualified dividend income to US investors that are individuals and
other non-corporate shareholders and will not be eligible for the dividends-received deduction for US corporate shareholders.
The distinction between capital gains and ordinary income is significant not only
with respect to the maximum tax rate differential for individuals and other non-corporate taxpayers, but also with
regard to the rules concerning the offsetting of capital gains and losses. In general, capital losses are allowed as
an offset only against capital gains. If an individual (or other non-corporate taxpayer) has a net capital loss, the first
$3,000 may generally offset ordinary income, and the excess may be carried forward (but not back) indefinitely and applied
first against capital gains, and then against ordinary income up to $3,000, in each succeeding year. Corporations may
only offset capital losses against capital gains and may also be subject to other rules that limit the use of losses
in a particular taxable year, and the excess generally may be carried forward for an unlimited period. Subject to certain
limitations, a regulated investment company is able to carry forward a net capital loss from any taxable year to offset
capital gains, if any, realized during a subsequent taxable year. Any such carryforward losses of a regulated investment
company will retain their character as long-term or short-term.
An additional 3.8% Medicare contribution tax is imposed on certain net investment
income (which includes, but is not limited to, interest, dividends and net gain on investments) of US investors that
are individuals, estates and certain trusts to the extent that such person’s “modified adjusted gross income” (in the case of an individual) or “adjusted gross income” (in the case of an estate or trust) exceeds a threshold amount.
Special federal income tax provisions that apply to certain investments. Certain of the Portfolio’s investment practices are subject to special and complex federal income tax provisions, including
rules relating to short sales, constructive sales, “straddle” and “wash sale” transactions and mark-to-market rules, that may, among other things, (i) disallow, suspend or otherwise limit the allowance of certain losses or deductions,
(ii) convert lower taxed long-term capital gains into higher taxed short-term capital gains or ordinary income, (iii)
convert an ordinary loss or a deduction into a capital loss, (iv) cause the recognition of income or gain without a corresponding
receipt of cash and/or (v) adversely alter the characterization of certain Portfolio investments. Moreover, the
straddle rules and short sale rules may require the capitalization of certain related expenses of the Portfolio.
Certain debt obligations. The Portfolio’s investment in debt obligations that are issued with original issue discount (OID) or acquired with market discount or acquisition discount will be subject to
special federal income tax rules. Pursuant to these special rules, the Portfolio may be required to include any such
OID or discount generated on these securities in its taxable income, and allocate that income to its investors, over
the term of the securities, even though payment of those amounts are not received until a later time, upon partial or full
repayment or disposition of the debt securities. These investments may also affect the character of income recognized by
the Portfolio and allocated to its investors.
Certain mortgage-backed securities. Under a notice issued by the IRS in October 2006 and Treasury regulations that have yet to be issued but may apply retroactively, a portion of the Portfolio’s income (including income allocated to the Portfolio from another pass-through entity) that is attributable to a residual
interest in a real estate mortgage investment conduit (REMIC) (including a residual interest in a collateralized mortgage obligation
(CMO) for which an election to
24
be treated as a REMIC is in effect) or an equity interest in a taxable mortgage pool
(TMP) (referred to in the Code as an “excess inclusion”) will be subject to federal income tax in all events. This notice also provides,
and the regulations are expected to provide, that excess inclusion income of a partnership will be allocated
to investors in the partnership consistent with their allocation of other items of income, with the same consequences
as if the investors held the related REMIC or TMP interest directly. In general, excess inclusion income allocated
to investors (i) may constitute “unrelated business taxable income” (UBTI) for those entities who would otherwise be exempt from federal income tax, such as individual retirement accounts, 401(k) accounts, Keogh plans, pension
plans and certain charitable entities, that invest in a regulated investment company to which the Portfolio allocates excess
inclusion income, thereby potentially requiring an entity that otherwise might not be required to file a federal income
tax return, to file a tax return and pay tax on such income, (ii) cannot be offset by net operating losses (subject to a limited
exception for certain thrift institutions), and (iii) will not be eligible for reduced US withholding tax rates for non-US investors
(including non-US investors eligible for the benefits of a US income tax treaty) that invest in a regulated investment
company to which the Portfolio allocates excess inclusion income.
Foreign investments. The Portfolio may make investments that subject the Portfolio and/or investors directly
or indirectly to taxation and/or tax filing obligations in foreign jurisdictions, including withholding
taxes on dividends, interest, and capital gains. In particular, the Portfolio’s foreign investments may cause some of the income or gains of the Portfolio to be subject to withholding or other taxes of foreign jurisdictions, and could result
in taxation on net income attributed to the jurisdiction if the Portfolio were considered to be conducting a trade or business
in the applicable country through a permanent establishment or otherwise. Such foreign taxes and/or tax filing obligations
may be reduced or eliminated by applicable income tax treaties, although investors should be aware that the Portfolio
may not be entitled to claim reduced withholding rates on foreign taxes or may choose not to assert any such claim.
The tax consequences to investors may depend in part on the direct and indirect activities and investments
of the Portfolio. Accordingly, the Portfolio will be limited in its ability to avoid adverse foreign tax consequences resulting from the Portfolio’s underlying investments. Furthermore, some investors may not be eligible for certain or any income
tax treaty benefits. Subject to applicable limitations, a US investor that is a regulated investment company for
US federal income tax purposes may be entitled to elect to permit its shareholders to claim, for US federal income
tax purposes, a credit or deduction for its allocable share of any foreign tax incurred by the Portfolio, including withholding
taxes, so long as such foreign tax qualifies as a creditable income tax under the applicable Treasury regulations.
Regulated investment company investors. It is intended that the Portfolio’s assets and income will be managed in such a way that an investor in the Portfolio will be able to satisfy the diversification
and income requirements of Subchapter M of the Code for qualification as a regulated investment company, assuming
that the investor has invested all or substantially all of its assets in the Portfolio.
Because the Portfolio is not required to make distributions to its investors each
year, the income recognized by a regulated investment company in respect of its investment in the Portfolio could exceed
amounts distributed by the Portfolio to the regulated investment company in a particular year. In addition, this
situation can be exacerbated by certain of the Portfolio’s investments which, as described earlier, can give rise to “phantom” (noncash) income or otherwise cause timing differences between income recognition for federal income tax
purposes and actual receipt of cash by the Portfolio on the investments. Accordingly, US investors that intend
to meet the 90% distribution requirement for treatment as a regulated investment company could be required to redeem a portion
of their interests in the Portfolio in order to obtain sufficient cash to satisfy the annual 90% distribution requirement
with respect to such income and to otherwise avoid entity-level US federal income and excise taxes. The Portfolio,
in turn, may sell portfolio holdings in order to meet such redemption requests, including at a time when it may not be
advantageous to do so.
Backup Withholding
The Portfolio may be required to withhold US federal income tax on distributions,
sales proceeds, redemption proceeds, and any other payments payable to investors who fail to provide the Portfolio with
their correct taxpayer identification number or to make required certifications, who have underreported dividend or interest
income, or who have been notified (or when the Portfolio is notified) by the IRS that they are subject to backup
withholding. The backup withholding
25
tax rate is currently a flat rate of 24%. Corporate US investors and certain other
US investors specified in the Code generally are exempt from such backup withholding. Backup withholding is not an additional
tax. Any amounts withheld may be credited against the US investor’s US federal income tax liability on such US investor's federal income tax return.
Audits and Adjustments to Tax Liability
The Portfolio’s tax returns are subject to review by the IRS and other taxing authorities. If the Portfolio were audited and the IRS or another taxing authority were successful in adjusting items of income,
gain, loss or deduction, then subject to the Revised Audit Provisions discussed below, such adjustments could change
the income tax liabilities of investors in the Portfolio and might require investors to file amended tax returns,
which could result in an investor owing additional taxes, penalties and interest and in an audit of the investor’s own tax return.
For taxable years beginning on or after January 1, 2018, the federal income tax audit
procedures that apply to partnerships, such as the Portfolio, changed. Under these rules (the “Revised Audit Provisions”), any adjustments to the Portfolio’s tax items (including any investor’s share thereof) would be determined in a proceeding at the Portfolio level. Any resulting underpayment of taxes (including interest and penalties) generally would be assessed
against the Portfolio itself, notwithstanding that the Portfolio is not otherwise subject to federal income tax.
As a result, such additional income tax assessment would be borne by the investors that own an interest in the Portfolio
at the time of such assessment, which may be different persons, or persons with different ownership percentages, than
the persons owning interests for the tax year at issue.
Under the Revised Audit Provisions, certain elections may be available to mitigate
the impact of these adjustments on the Portfolio, including an election to “pass through” the adjustments to investors. If such an election were made, each person who was an investor in the year subject to audit would be responsible
for any additional taxes, interest and penalties on its share of the adjustment.
US Tax Shelter Rules
The Portfolio may engage in transactions or make investments that would subject the
Portfolio, its investors, and/or its “material advisors,” as defined in Treas. Reg. Sec. 301.6112-1(c)(1), to special rules requiring such
transactions or investments by the Portfolio or investments in the Portfolio to be reported and/or
otherwise disclosed to the IRS, including to the IRS’s Office of Tax Shelter Analysis (the “Tax Shelter Rules”). A transaction may be subject to reporting or disclosure if it is described in any of several categories of “reportable transactions” in Treas. Reg. Sec. 1.6011-4(b), which include, among others, transactions that result in the incurrence of a loss
or losses exceeding certain thresholds or that are offered under conditions of confidentiality. Although the Portfolio does
not expect to engage in transactions solely or principally for the purpose of achieving a particular tax consequence, there
can be no assurance that the Portfolio will not engage in transactions that trigger the Tax Shelter Rules. In addition,
an investor may have disclosure obligations with respect to its interest in the Portfolio if the investor (or the
Portfolio in certain cases) participates in a reportable transaction.
Investors should consult their own tax advisors about their obligation to report or
disclose to the IRS information about their investment in the Portfolio and participation in the Portfolio’s income, gain, loss, deduction, or credit with respect to transactions or investments subject to these rules. In addition, pursuant to these
rules, the Portfolio may provide to its material advisors identifying information about the Portfolio’s investors and their participation in the Portfolio and the Portfolio’s income, gain, loss, deduction, or credit from those transactions or investments, and the Portfolio or its material advisors may disclose this information to the IRS upon its request.
Significant penalties may apply for failure to comply with these rules.
In certain circumstances, the Portfolio and/or the Portfolio’s tax advisor may make special disclosures to the IRS of certain positions taken by the Portfolio.
26
Investor Reporting Obligations With Respect to Foreign Banks and Financial Accounts. US investors that own, directly or indirectly, more than 50% of the Portfolio could be required to report
annually their “financial interest” in the Portfolio’s “foreign financial accounts,” if any, on FinCEN Form 114, Report of Foreign Bank and Financial Accounts.
FATCA
Sections 1471-1474 of the Code and the US Treasury regulations and IRS guidance issued
thereunder (collectively the “Foreign Account Tax Compliance Act” or “FATCA”) generally require the Portfolio to obtain information sufficient to identify the status of each of its investors. If a Non-US investor fails to provide
this information or otherwise fails to comply with FATCA, the Portfolio may be required to withhold under FATCA at a rate
of 30% with respect to that Non-US investor on certain types of income, including interest or dividends it distributes
or allocates to that investor. The IRS and the Department of Treasury have issued proposed regulations providing
that these withholding rules will not apply to gross proceeds that are distributed or allocated to a Non-US investor
or that are realized on the redemption of a Non-US investor’s interest in the Portfolio. The Department of Treasury has indicated that taxpayers generally may rely on these proposed regulations until final Treasury Regulations are issued.
The Portfolio may disclose the information that it receives from (or concerning) its investors to the IRS, non-US
taxing authorities or other parties as necessary to comply with FATCA, related intergovernmental agreements or other applicable
law or regulation. Each investor is urged to consult its tax advisor regarding the applicability of FATCA
and any other reporting requirements with respect to the investor’s own situation, including investments through an intermediary.
Non-Income, State, Local, and Foreign Taxes
The foregoing discussion does not address the US federal alternative minimum tax,
or US federal non-income, state, local, or foreign tax, consequences of an investment in the Portfolio. It is possible that the Portfolio’s activities might generate tax return filing, reporting, or tax payment obligations in US states or
local or foreign jurisdictions. Prospective investors should consult their own tax advisors regarding US federal non-income, state,
local, and foreign tax matters.
The foregoing is only a summary of certain material US federal income tax consequences
affecting the Portfolio and its investors. Current and prospective investors are advised to consult their
own tax advisors with respect to the particular federal, state, local and foreign tax consequences to them of an
investment in the Portfolio.
In particular, the Portfolio's investors are expected to be principally entities that
intend to qualify for the special tax treatment accorded regulated investment companies under Subchapter M of the Code.
The foregoing discussion does not address all of the special tax considerations applicable to those investors.
Further, the summary above does not address tax consequences to shareholders of those regulated investment
companies. Shareholders of those regulated investment companies should refer to the prospectuses and statements
of additional information for those regulated investment companies for a summary of the tax consequences applicable
to them. Potential investors that do not qualify or do not intend to qualify as regulated investment
companies are advised to consult their tax advisors with respect to the particular tax consequences to them
of an investment in the Portfolio.
Item 25. Underwriters
The exclusive placement agent for the Portfolio is DDI, which receives no additional
compensation for serving in this capacity. Investment companies, insurance company separate accounts, common and commingled
trust funds and similar organizations and entities may continuously invest in the Portfolio.
Item 26. Calculation of Performance Data
Not Applicable.
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Item 27. Financial Statements
The financial statements for the Portfolio, together with the report of the Independent
Registered Public Accounting
Firm, financial highlights and notes to financial statements in the Annual Financial Statements and Other Information Report of Deutsche DWS Money Market Trust—DWS Government Money Market Series (Institutional Shares) dated December 31, 2025, are incorporated herein by reference and are hereby deemed to be a part of this Part
B. A copy of an Annual Financial Statements and Other Information Report may be obtained without
charge by calling the Portfolio at (800) 730-1313.
28
Government Cash Management Portfolio
PART C. OTHER INFORMATION
Responses to Items 28(e), (i) and (k) have been omitted pursuant to paragraph 2(b)
of Instruction B of the General Instructions to Form N-1A.
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Item 28.
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Exhibits
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(a)
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(1)
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Amended and Restated Declaration of Trust dated April 1, 1990. (Incorporated by reference to Amendment
No. 9 to the Registration Statement, as filed on April 24, 1996.)
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(2)
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reference to Amendment No. 13 to the Registration Statement, as filed on April 30,
1999.)
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(3)
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Certificate of Amendment to the Declaration of Trust, dated May 16, 2003. (Incorporated by reference to
Amendment No. 18 to the Registration Statement, as filed on April 29, 2004.)
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(4)
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Certificate of Amendment to the Declaration of Trust, dated February 6, 2006. (Incorporated by reference to
Amendment No. 20 to the Registration Statement, as filed on April 28, 2006.)
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(5)
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Certificate of Amendment to the Declaration of Trust, dated April 12, 2016. (Incorporated by reference to
Amendment No. 34 to the Registration Statement, as filed on April 29, 2016.)
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(b)
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(1)
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By-Laws dated March 26, 1990. (Incorporated by reference to Amendment No. 9 to the Registration State-
ment, as filed on April 24, 1996.)
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(2)
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Amendment to By-Laws dated September 30, 2005. (Incorporated by reference to Amendment No. 33 to
the Registration Statement, as filed on May 1, 2015.)
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(3)
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Amendment to By-Laws dated April 1, 2011. (Incorporated by reference to Amendment No. 29 to the Reg-
istration Statement, as filed on April 29, 2011.)
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(c)
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(1)
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Instruments defining the rights of shareholders, including the relevant portions of
the Declaration of Trust,
dated April 1, 1990, as amended through April 12, 2016 (see Section 6). Referenced
in exhibits (a)(1)
through (a)(5) to this Item, above.
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(2)
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Instruments defining the rights of shareholders, including the relevant portions of
the By-Laws, dated
March 6, 1990, as amended through April 1, 2011 (see Article #1). Referenced in exhibits
(b)(1) through
(b)(3) to this Item, above.
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(d)
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June 1, 2006, and revised as of January 1, 2007, May 14, 2007, August 1, 2007, and
May 1, 2016. (Incor-
porated by reference to Amendment No. 34 to the Registration Statement, as filed on
April 29, 2016.)
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(f)
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Not applicable.
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(g)
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(1)
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November 17, 2008. (Incorporated by reference to Amendment No. 25 to the Registration Statement, as
filed on April 30, 2009.)
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(2)
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2008. (Incorporated by reference to Amendment No. 36 to the Registration Statement, as
filed on April 28,
2017.)
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(3)
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(Incorporated by reference to Amendment No. 36 to the Registration Statement, as filed
on April 28, 2017.)
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(4)
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Amendment, effective as of January 1, 2020, to the Master Custodian Agreement between
the Registrant
and State Street Bank and Trust Company, dated November 17, 2008. (Incorporated by reference to
Amendment No. 42 to the Registration Statement, as filed on April 30, 2021.)
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(5)
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and State Street Bank and Trust Company, dated November 17, 2008. (Incorporated by reference to
Amendment No. 46 to the Registration Statement, as filed on April 30, 2025.)
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C-1
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(h)
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(1)
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Exclusive Placement Agent Agreement between the Registrant and Scudder Distributors,
Inc. (now known
as DWS Distributors, Inc.) dated August 19, 2002. (Incorporated by reference to Amendment No. 17 to the
Registration Statement, as filed on April 30, 2003.)
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(2)
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(Portions omitted.) (Incorporated by reference to Amendment No. 18 to the Registration Statement, as
filed
on April 29, 2004.)
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(3)
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dated April 1, 2003. (Incorporated by reference to Amendment No. 36 to the Registration Statement, as
filed on April 28, 2017.)
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(4)
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dated April 1, 2003. (Incorporated by reference to Amendment No. 39 to the Registration Statement, as
filed on December 7, 2018.)
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(5)
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dated April 1, 2003 (Portions omitted.) (Incorporated by reference to Amendment No. 41 to the Registration
Statement, as filed on April 29, 2020.)
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(6)
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dated April 1, 2003. (Incorporated by reference to Amendment No. 46 to the Registration Statement, as
filed on April 30, 2025.)
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(7)
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April 1, 2003. (Incorporated by reference to Amendment No. 46 to the Registration Statement, as
filed on
April 30, 2025.)
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(8)
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April 1, 2003. (Incorporated by reference to Amendment No. 36 to the Registration Statement, as
filed on
April 28, 2017.)
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(9)
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Management Americas, Inc., dated as of January 1, 2020. (Portions omitted.) (Incorporated by reference to
Amendment No. 41 to the Registration Statement, as filed on April 29, 2020.)
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(10)
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Company (now known as DWS Service Company) dated June 1, 2006. (Incorporated by reference to
Amendment No. 21 to the Registration Statement, as filed on April 30, 2007.)
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(11)
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2006. (Incorporated by reference to Amendment No. 36 to the Registration Statement, as
filed on April 28,
2017.)
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(12)
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(j)
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Consent of Independent Registered Public Accounting Firm. (Filed herein.)
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(l)
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Investment representation letters of initial investors. (Incorporated by reference to Registrant’s Registration
Statement on Form N-1A, as filed on July 20, 1990.)
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(m)
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Not applicable.
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(n)
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Not applicable.
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(o)
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Reserved.
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(p)
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(1)
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(2)
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DWS Funds and Germany Funds Code of Ethics, dated May 19, 2023. (Incorporated by reference to
Amendment No. 45 to the Registration Statement, as filed on April 29, 2024.)
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C-2
Item 30. Indemnification
Under Article V, Section 5.3 of the Trust’s Amended and Restated Declaration of Trust (which is referenced in Exhibit (a)(1) to Item 28, above) (the “Declaration of Trust”), the Trust shall indemnify each of its Trustees, officers, employees, and agents (including persons who serve at its request as directors, officers or trustees of
another organization in which it has any interest, as a shareholder, creditor or otherwise) against all liabilities and expenses (including
amounts paid in satisfaction of judgments, in compromise, as fines and penalties, and as counsel fees) reasonably incurred by him
in connection with the defense or disposition of any action, suit or other proceeding, whether civil or criminal, in which he may
be involved or with which he may be threatened, while in office or thereafter, by reason of his being or having been such a Trustee,
officer, employee or agent, except with respect to any matter as to which he shall have been adjudicated to have acted in
bad faith, willful misfeasance, gross negligence or reckless disregard of his duties; provided, however, that as to any matter disposed
of by a compromise payment by such Person, pursuant to a consent decree or otherwise, no indemnification either for said payment
or for any other expenses shall be provided unless there has been a determination that such Person did not engage in willful misfeasance,
bad faith, gross negligence or reckless disregard of the duties involved in the conduct of his office by the court or other
body approving the settlement or other disposition or by a reasonable determination, based upon a review of readily available facts
(as opposed to a full trial-type inquiry), that he did not engage in such conduct by written opinion from independent legal counsel
approved by the Trustees. The rights accruing to any Person under these provisions shall not exclude any other right to
which he may be lawfully entitled; provided that no Person may satisfy any right of indemnity or reimbursement granted herein
or in Section 5.1 or to which he may be otherwise entitled except out of the Trust Property. The Trustees may make advance payments
in connection with indemnification under this Section 5.3, provided that the indemnified Person shall have given a written
undertaking to reimburse the Trust in the event it is subsequently determined that he is not entitled to such indemnification.
Each of the trustees who is not an “interested person” (as defined under the Investment Company Act of 1940, as amended (the “1940 Act”)) of the Registrant (a “Non-interested Trustee”) has entered into an indemnification agreement with the Registrant, which agreement provides that the Registrant shall indemnify the Non-interested Trustee
against certain liabilities which such Non-interested Trustee may incur while acting in the capacity as a trustee, officer or employee
of the Registrant to the fullest extent permitted by law, now or in the future, and requires indemnification and advancement
of expenses unless prohibited by law. The indemnification agreement cannot be altered without the consent of the Non-interested
Trustee and is not affected by amendment of the Declaration of Trust. In addition, the indemnification agreement adopts certain
presumptions and procedures which may make the process of indemnification and advancement of expenses more timely, efficient
and certain. In accordance with Section 17(h) of the 1940 Act, the indemnification agreement does not protect a Non-interested
Trustee against any liability to the Registrant or its shareholders to which such Non-interested Trustee would otherwise
be subject by reason of willful misfeasance, bad faith, gross negligence, or reckless disregard of the duties involved in the conduct
of his or her office.
The Registrant has purchased insurance policies insuring its officers and trustees
against certain liabilities which such officers and trustees may incur while acting in such capacities and providing reimbursement to
the Registrant for sums which it may be permitted or required to pay to its officers and trustees by way of indemnification against
such liabilities, subject to certain deductibles.
Item 31. Business and Other Connections of Investment Advisor
During the last two fiscal years, no director or officer of DWS Investment Management
Americas, Inc., the investment advisor, has engaged in any other business, profession, vocation or employment of a substantial
nature other than that of the business of investment management and, through affiliates, investment banking.
Item 32. Principal Underwriters
(a)
DWS Distributors, Inc. acts as exclusive placement agent for the Registrant and acts
as principal underwriter for registered open-end management investment companies and other funds managed by DWS Investment
Management Americas, Inc.
C-4
(b)
Information on the officers and directors of DWS Distributors, Inc., exclusive placement
agent for the Registrant, is set forth below. The principal business address is 222 South Riverside Plaza, Chicago, Illinois
60606-5808.
|
(1)
DWS Distributors, Inc.
Name and Principal
Business Address
|
(2)
Positions and Offices with
DWS Distributors, Inc.
|
(3)
Positions and
Offices with Registrant
|
|
Brian Maute
222 South Riverside Plaza
Chicago, IL 60606-5808
|
Chairperson of the Board,
Director, President, and Chief
Executive Officer
|
None
|
|
Kevin Abbott
222 South Riverside Plaza
Chicago, IL 60606-5808
|
Director and Chief Operating
Officer
|
None
|
|
John Shields
101 California Street
San Francisco, CA 94111-5802
|
Director and Vice President
|
None
|
|
Jason Vassil
222 South Riverside Plaza
Chicago, IL 60606-5808
|
Director and Vice President
|
None
|
|
Michelle Reuter
222 South Riverside Plaza
Chicago, IL 60606-5808
|
Vice President
|
None
|
|
Joel (JJ) Wilczewski
222 South Riverside Plaza
Chicago, IL 60606-5808
|
Vice President
|
None
|
|
Rheeza Ramos
875 Third Avenue
New York, NY 10022-6225
|
Chief Financial Officer and
Treasurer
|
None
|
|
Nicole Chelel
875 Third Avenue
New York, NY 10022-6225
|
Chief Compliance Officer
|
None
|
|
Christian Rijs
875 Third Avenue
New York, NY 10022-6225
|
Anti-Money Laundering
Compliance Officer
|
Anti-Money Laundering
Compliance Officer
|
|
Rich Kircher
875 Third Avenue
New York, NY 10022-6225
|
Deputy Anti-Money Laundering
Compliance Officer
|
Deputy Anti-Money Laundering
Compliance Officer
|
|
Maci Joplin
5201 Gate Parkway
Jacksonville, FL 32256-7284
|
Secretary
|
None
|
|
Ciara Crawford
875 Third Avenue
New York, NY 10022-6225
|
Assistant Secretary
|
Assistant Secretary
|
(c)
Not applicable.
C-5
Item 33. Location of Accounts and Records
The accounts and records of the Registrant are located, in whole or in part, at the
office of the Registrant and the following locations:
|
Advisor and Administrator (Accounting Agent, as
applicable)
|
DWS Investment Management Americas, Inc.
875 Third Avenue
New York, NY 10022-6225
|
|
|
DWS Investment Management Americas, Inc.
100 Summer Street
Boston, MA 02110-2146
|
|
|
DWS Investment Management Americas, Inc.
5201 Gate Parkway
Jacksonville, FL 32256-7284
|
|
Custodian and Sub-Administrator (Sub-Accounting
Agent, as applicable)
|
State Street Bank and Trust Company
State Street Financial Center
One Congress Street, Suite 1
Boston, MA 02114-2016
|
|
Sub-Transfer Agent
|
SS&C GIDS, Inc.
333 West 11th Street
Kansas City, MO 64105-1628
|
|
Placement Agent
|
DWS Distributors, Inc.
222 South Riverside Plaza
Chicago, IL 60606-5808
|
|
Storage Vendor
|
Iron Mountain Incorporated
12646 NW 115th Avenue
Medley, FL 33178-3179
|
Item 34. Management Services
Not applicable.
Item 35. Undertakings
Not applicable.
C-6
SIGNATURES
Pursuant to the requirements of the Investment Company Act of 1940, the Registrant, GOVERNMENT CASH MANAGEMENT PORTFOLIO, has duly caused this Amendment No. 47 to its Registration Statement on Form N-1A to be signed on its behalf by the undersigned, thereto duly authorized in the City of New York and the State of New York, on the 22nd day of April 2026.
GOVERNMENT CASH MANAGEMENT PORTFOLIO
By: /s/Hepsen Uzcan
Hepsen Uzcan*
President
*By:
/s/Caroline Pearson
Caroline Pearson**
Chief Legal Officer
| ** | Attorney-in-fact pursuant to the powers of attorney that are incorporated herein by reference to Post-Effective Amendment No. 38, as filed on July 2, 2018 to the Registration Statement. |
ATTACHMENTS / EXHIBITS
FORM OF EXPENSE LIMITATION AGREEMENT
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