Certified Semi-annual Shareholder Report for Management Investment Companies (n-csrs)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D. C. 20549

FORM N-CSRS

Investment Company Act file number: 811-03196

Cash Reserve Fund, Inc.

(Exact Name of Registrant as Specified in Charter)

345 Park Avenue

New York, NY 10154-0004

(Address of Principal Executive Offices) (Zip Code)

Registrant’s Telephone Number, including Area Code: (212) 250-3220

Paul Schubert

60 Wall Street

New York, NY 10005

(Name and Address of Agent for Service)

Date of fiscal year end:	12/31

Date of reporting period:	6/30/2013

ITEM 1.	REPORT TO STOCKHOLDERS

SEMIANNUAL REPORT TO SHAREHOLDERS

Cash Reserve Fund

Prime Series

June 30, 2013

Contents

Cash Reserve Fund — Prime Series

4 Portfolio Summary

5 Statement of Assets and Liabilities

6 Statement of Operations

7 Statement of Changes in Net Assets

8 Financial Highlights

11 Notes to Financial Statements

15 Information About Your Fund's Expenses

Cash Management Portfolio

17 Investment Portfolio

33 Statement of Assets and Liabilities

34 Statement of Operations

34 Statement of Changes in Net Assets

36 Financial Highlights

37 Notes to Financial Statements

41 Other Information

42 Summary of Management Fee Evaluation by Independent Fee Consultant

46 Privacy Statement

This report must be preceded or accompanied by a prospectus. To obtain a summary prospectus, if available, or prospectus for any of our funds, visit www.dws-investments.com. We advise you to consider the fund's objectives, risks, charges and expenses carefully before investing. The summary prospectus and prospectus contain this and other important information about the fund. Please read the prospectus carefully before you invest.

An investment in this fund is not insured or guaranteed by the Federal Deposit Insurance Corporation (FDIC) or by any other government agency. Although the fund seeks to preserve the value of your investment at $1.00 per share, it is possible to lose money by investing in the fund. The share price of money market funds can fall below the $1.00 share price. You should not rely on or expect the Advisor to enter into support agreements or take other actions to maintain the fund's $1.00 share price. The credit quality of the fund's holdings can change rapidly in certain markets, and the default of a single holding could have an adverse impact on the fund's share price. The fund's share price can also be negatively affected during periods of high redemption pressures and/or illiquid markets. The actions of a few large investors in one class of shares of the fund may have a significant adverse effect on the share prices of all classes of shares of the fund. See the prospectus for specific details regarding the fund's risk profile.

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

Portfolio Summary (Unaudited)

Statement of Assets and Liabilities

as of June 30, 2013 (Unaudited)
Assets
Investment in Cash Management Portfolio, at value	$	866,304,094
Receivable for Fund shares sold		12,258
Other assets		30,987
Total assets		866,347,339
Liabilities
Distributions payable		563
Accrued Directors' fees		342
Other accrued expenses and payables		165,943
Total liabilities		166,848
Net assets, at value	$	866,180,491
Net Assets Consist of
Undistributed net investment income		56,468
Accumulated net realized gain (loss)		10,849
Paid-in capital		866,113,174
Net assets, at value	$	866,180,491
Net Asset Value
Prime Shares Net Asset Value, offering and redemption price per share ($638,176,933 ÷ 638,279,716 outstanding shares of beneficial interest, $.001 par value, 9,000,000,000 shares authorized)	$	1.00
Prime Institutional Shares Net Asset Value, offering and redemption price per share ($227,999,558 ÷ 228,058,066 outstanding shares of beneficial interest, $.001 par value, 3,200,000,000 shares authorized)	$	1.00
Managed Shares Net Asset Value, offering and redemption price per share ($4,000 ÷ 4,002 outstanding shares of beneficial interest, $.001 par value, 200,000,000 shares authorized)	$	1.00

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

Statement of Operations

for the six months ended June 30, 2013 (Unaudited)
Investment Income
Income and expenses allocated from Cash Management Portfolio: Interest	$	1,042,128
Expenses*		(614,942	)
Net investment income allocated from Cash Management Portfolio		427,186
Expenses: Administration fee		439,471
Services to shareholders		313,973
Distribution and service fees		1,016,432
Professional fees		17,207
Reports to shareholders		36,241
Registration fees		25,196
Directors' fees and expenses		2,054
Other		18,039
Total expenses before expense reductions		1,868,613
Expense reductions		(1,485,346	)
Total expenses after expense reductions		383,267
Net investment income (loss)		43,919
Net realized gain (loss) allocated from Cash Management Portfolio		3,832
Net increase (decrease) in net assets resulting from operations	$	47,751

* Net of $98,023 Advisor reimbursement allocated from Cash Management Portfolio for the six months ended June 30, 2013.

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

Statement of Changes in Net Assets

Increase (Decrease) in Net Assets	Six Months Ended June 30, 2013 (Unaudited)			Year Ended December 31, 2012
Operations: Net investment income	$	43,919		$	134,859
Net realized gain (loss)		3,832			7,017
Net increase (decrease) in net assets resulting from operations		47,751			141,876
Distributions to shareholders from: Net investment income: Prime Shares		(31,723	)		(62,961	)
Prime Institutional Shares		(12,197	)		(71,847	)
Net realized gains: Prime Shares		—			(5,033	)
Prime Institutional Shares		—			(1,967	)
Total distributions		(43,920	)		(141,808	)
Fund share transactions: Proceeds from shares sold		929,861,812			2,212,642,750
Reinvestment of distributions		39,082			127,037
Payments for shares redeemed		(969,446,523	)		(2,440,765,338	)
Net increase (decrease) in net assets from Fund share transactions		(39,545,629	)		(227,995,551	)
Increase (decrease) in net assets		(39,541,798	)		(227,995,483	)
Net assets at beginning of period		905,722,289			1,133,717,772
Net assets at end of period (including undistributed net investment income of $56,468 and $56,469, respectively)	$	866,180,491		$	905,722,289

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

Financial Highlights

Prime Shares
				Years Ended December 31,
	Six Months Ended 6/30/13 (Unaudited)			2012			2011			2010			2009			2008
Selected Per Share Data
Net asset value, beginning of period	$	1.00		$	1.00		$	1.00		$	1.00		$	1.00		$	1.00
Income from investment operations: Net investment income		.000	***		.000	***		.000	***		.000	***		.001			.023.
Net realized gain (loss)		.000	***		.000	***		.000	***		.001			.000	***		.000	***
Total from investment operations		.000	***		.000	***		.000	***		.001			.001			.023
Less distributions from: Net investment income		(.000	) ***		(.000	) ***		(.000	) ***		(.000	) ***		(.001	)		(.023	)
Net realized gains		—			(.000	) ***		—			—			—			—
Total distributions		(.000	) ***		(.000	) ***		(.000	) ***		(.000	) ***		(.001	)		(.023	)
Net asset value, end of period	$	1.00		$	1.00		$	1.00		$	1.00		$	1.00		$	1.00
Total Return (%) a		.00	**		.01			.02			.01			.10			2.28
Ratios to Average Net Assets and Supplemental Data
Net assets, end of period ($ millions)		638			659			620			754			850			1,173
Ratio of expenses before expense reductions, including expenses allocated from Cash Management Portfolio (%)		.69	*		.68			.69			.67			.72			.68
Ratio of expenses after expense reductions, including expenses allocated from Cash Management Portfolio (%)		.23	*		.28			.24			.31			.55			.64
Ratio of net investment income (%)		.01	*		.01			.01			.01			.08			2.35
a Total return would have been lower had certain expenses not been reduced. * Annualized Not annualized * Amount is less than $.0005.

Prime Institutional Shares
				Years Ended December 31,
	Six Months Ended 6/30/13 (Unaudited)			2012			2011			2010			2009			2008
Selected Per Share Data
Net asset value, beginning of period	$	1.00		$	1.00		$	1.00		$	1.00		$	1.00		$	1.00
Income from investment operations: Net investment income		.000	***		.000	***		.000	***		.001			.003			.026
Net realized gain (loss)		.000	***		.000	***		.000	***		.001			.000	***		.000	***
Total from investment operations		.000	***		.000	***		.000	***		.002			.003			.026
Less distributions from: Net investment income		(.000	) ***		(.000	) ***		(.000	) ***		(.001	)		(.003	)		(.026	)
Net realized gains		—			(.000	) ***		—			—			—			—
Total distributions		(.000	) ***		(.000	) ***		(.000	) ***		(.001	)		(.003	)		(.026	)
Net asset value, end of period	$	1.00		$	1.00		$	1.00		$	1.00		$	1.00		$	1.00
Total Return (%) a		.00	**		.02			.02			.05			.32			2.67
Ratios to Average Net Assets and Supplemental Data
Net assets, end of period ($ millions)		228			247			514			589			557			819
Ratio of expenses before expense reductions, including expenses allocated from Cash Management Portfolio (%)		.31	*		.30			.30			.29			.35			.30
Ratio of expenses after expense reductions, including expenses allocated from Cash Management Portfolio (%)		.23	*		.27			.24			.27			.32			.26
Ratio of net investment income (%)		.01	*		.02			.01			.05			.32			2.73
a Total return would have been lower had certain expenses not been reduced. * Annualized Not annualized * Amount is less than $.0005.

Managed Shares
	Six Months Ended 6/30/13 (Unaudited)			Year Ended 12/31/12			Period Ended 12/31/11 a
Selected Per Share Data
Net asset value, beginning of period	$	1.00		$	1.00		$	1.00
Income from investment operations: Net investment income		.000	***		.000	***		.000	***
Net realized gain (loss)		.000	***		.000	***		.000	***
Total from investment operations		.000	***		.000	***		.000	***
Less distributions from: Net investment income		—			—			(.001	)
Net asset value, end of period	$	1.00		$	1.00		$	1.00
Total Return (%) b		.00	**		.00			.07	**
Ratios to Average Net Assets and Supplemental Data
Net assets, end of period ($ thousands)		4			4			4
Ratio of expenses before expense reductions, including expenses allocated from Cash Management Portfolio (%)		1.56	*		1.22			2.26	*
Ratio of expenses after expense reductions, including expenses allocated from Cash Management Portfolio (%)		.24	*		.28			.23	*
Ratio of net investment income (%)		.00	*		.00			.00	*
a For the period from January 18, 2011 (commencement of operations of Managed Shares class) to December 31, 2011. b Total return would have been lower had certain expenses not been reduced. * Annualized Not annualized * Amount is less than $.0005.

Notes to Financial Statements (Unaudited)

A. Organization and Significant Accounting Policies

Cash Reserve Fund — Prime Series (the "Fund") is a diversified series of Cash Reserve Fund, Inc., which is registered under the Investment Company Act of 1940, as amended (the "1940 Act"), as a diversified, open-end management investment company and is organized as a corporation under the laws of the state of Maryland.

The Fund is a feeder fund that seeks to achieve its investment objective by investing substantially all of its investable assets in a master portfolio, the Cash Management Portfolio (the "Portfolio''), an open-end management investment company registered under the 1940 Act and organized as a New York trust advised by Deutsche Investment Management Americas Inc. ("DIMA'' or the "Advisor''), an indirect, wholly owned subsidiary of Deutsche Bank AG. A master/feeder fund structure is one in which a fund (a "feeder fund"), instead of investing directly in a portfolio of securities, invests most or all of its investment assets in a separate registered investment company (the "master fund") with substantially the same investment objective and policies as the feeder fund. Such a structure permits the pooling of assets of two or more feeder funds, preserving separate identities or distribution channels at the feeder fund level. At June 30, 2013, the Fund owned approximately 4% of the Portfolio.

The Fund offers three classes of shares to investors: Cash Reserve Prime Shares ("Prime Shares"), Cash Reserve Prime Institutional Shares ("Prime Institutional Shares") and Managed Shares.

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

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

Security Valuation. The Fund records its investment in the Portfolio at value, which reflects its proportionate interest in the net assets of the Portfolio. Valuation of the securities held by the Portfolio is discussed in the notes to the Portfolio's financial statements included elsewhere in this report.

Disclosure about the classification of fair value measurements is included in a table following the Portfolio's investment Portfolio.

Federal Income Taxes. The Fund's policy is to comply with the requirements of the Internal Revenue Code, as amended, which are applicable to regulated investment companies, and to distribute all of its taxable income to its shareholders.

The Fund has reviewed the tax positions for the open tax years as of December 31, 2012 and has determined that no provision for income tax is required in the Fund's financial statements. The Fund's federal tax returns for the prior three fiscal periods/years remain open subject to examination by the Internal Revenue Service.

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

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

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

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

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

B. Fees and Transactions with Affiliates

Management Agreement. Under the Investment Management Agreement with Deutsche Investment Management Americas Inc. ("DIMA" or the "Advisor"), an indirect, wholly owned subsidiary of Deutsche Bank AG, the Advisor serves as the investment manager to the Fund. The Advisor receives a management fee from the Portfolio pursuant to the master/feeder structure listed above in Note A.

Administration Fee. Pursuant to an Administrative Services Agreement, DIMA provides most administrative services to the Fund. For all services provided under the Administrative Services Agreement, the Fund pays the Advisor an annual fee ("Administration Fee") of 0.10% of the Fund's average daily net assets, computed and accrued daily and payable monthly.

For the period from January 1, 2013 through April 30, 2014, the Advisor has contractually agreed to waive its fees and/or reimburse certain operating expenses of Managed Shares Class, including expenses of the Portfolio allocated to the Fund, to the extent necessary to maintain the operating expenses (excluding certain expenses such as extraordinary expenses, taxes, brokerage and interest) at 0.45%.

For the six months ended June 30, 2013, the Administration Fee was $439,471, of which $163,252 was waived and $27,068 is unpaid.

In addition, the Advisor has agreed to voluntarily waive additional expenses. The waiver may be changed or terminated at any time without notice. Under this arrangement, the Advisor waived certain expenses of the Fund.

Service Provider Fees. DWS Investments Service Company ("DISC"), an affiliate of the Advisor, is the transfer agent, dividend-paying agent and shareholder service agent for the Fund. Pursuant to a sub-transfer agency agreement between DISC and DST Systems, Inc. ("DST"). DISC has delegated certain transfer agent, dividend-paying agent and shareholder service agent functions to DST. DISC compensates DST out of the shareholder servicing fee it receives from the Fund. For the six months ended June 30, 2013, the amounts charged to the Fund by DISC were as follows:

	Total Aggregated		Waived		Unpaid at June 30, 2013
Prime Shares	$	279,312	$	279,312	$	—
Prime Institutional Shares		26,754		26,328		426
Managed Shares		22		22		—
	$	306,088	$	305,662	$	426

Distribution and Service Fees. DWS Investments Distributors, Inc. ("DIDI") is the Fund's Distributor. The Fund pays the Distributor an annual fee, pursuant to a Rule 12b-1 plan, based on its average daily net assets, which is calculated daily and payable monthly at 0.25% of Prime Shares average daily net assets. For the six months ended June 30, 2013, the Distribution Fee was as follows:

		Total Aggregated				Waived				Annualized Effective Rates
Prime Shares		$	794,091			$	794,091				.00	%

The Fund pays the Distributor a shareholder servicing fee based on the average daily net assets which is calculated daily and paid monthly at a rate of 0.07% of Prime Shares and 0.15% of Managed Shares. The Distributor uses this fee to compensate third parties that provide shareholder services to their clients who own shares. For the six months ended June 30, 2013, the shareholder servicing fee was as follows:

	Total Aggregated		Waived		Annualized Effective Rates
Prime Shares	$	222,338	$	222,338		.00	%
Managed Shares		3		3		.00	%
	$	222,341	$	222,341

Typesetting and Filing Service Fees. Under an agreement with DIMA, DIMA is compensated for providing typesetting and certain regulatory filing services to the Fund. For the six months ended June 30, 2013, the amount charged to the Fund by DIMA included in Statement of Operations under "reports to shareholders" aggregated $11,765, all of which is unpaid.

Directors' Fees and Expenses. The Fund paid retainer fees to each Director not affiliated with the Advisor, plus specified amounts to the Board Chairperson and Vice Chairperson and to each committee Chairperson.

C. Share Transactions

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

	Six Months Ended June 30, 2013						Year Ended December 31, 2012
	Shares			Dollars			Shares			Dollars
Shares sold
Prime Shares		338,555,512		$	338,555,512			751,948,646		$	751,948,646
Prime Institutional Shares		591,306,300			591,306,300			1,460,694,104			1,460,694,104
				$	929,861,812					$	2,212,642,750
Shares issued to shareholders in reinvestment of distributions
Prime Shares		28,738		$	28,738			61,802		$	61,802
Prime Institutional Shares		10,344			10,344			65,235			65,235
				$	39,082					$	127,037
Shares redeemed
Prime Shares		(359,440,056	)	$	(359,440,056	)		(712,723,994	)	$	(712,723,994	)
Prime Institutional Shares		(610,006,467	)		(610,006,467	)		(1,728,041,344	)		(1,728,041,344	)
				$	(969,446,523	)				$	(2,440,765,338	)
Net increase (decrease)
Prime Shares		(20,855,806	)	$	(20,855,806	)		39,286,454		$	39,286,454
Prime Institutional Shares		(18,689,823	)		(18,689,823	)		(267,282,005	)		(267,282,005	)
				$	(39,545,629	)				$	(227,995,551	)

Information About Your Fund's Expenses

As an investor of the Fund, you incur two types of costs: ongoing expenses and transaction costs. Ongoing expenses include management fees and other Fund expenses. Examples of transaction costs include account maintenance fees, which are not shown in this section. The following tables are intended to help you understand your ongoing expenses (in dollars) of investing in the Fund and to help you compare these expenses with the ongoing expenses of investing in other mutual funds. In the most recent six-month period, the Fund limited these expenses; had it not done so, expenses would have been higher. The example in the table is based on an investment of $1,000 invested at the beginning of the six-month period and held for the entire period (January 1, 2013 to June 30, 2013).

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

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

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

Please note that the expenses shown in these tables are meant to highlight your ongoing expenses only and do not reflect any transaction costs. The "Expenses Paid per $1,000" line of the tables is useful in comparing ongoing expenses only and will not help you determine the relative total expense of owning different funds. If these transaction costs had been included, your costs would have been higher.

Expenses and Value of a $1,000 Investment for the six months ended June 30, 2013 (Unaudited)
Actual Fund Return*	Prime Shares		Prime Institutional Shares		Managed Shares
Beginning Account Value 1/1/13	$	1,000.00	$	1,000.00	$	1,000.00
Ending Account Value 6/30/13	$	1,000.05	$	1,000.05	$	1,000.00
Expenses Paid per $1,000**	$	1.14	$	1.14	$	1.19
Hypothetical 5% Fund Return*	Prime Shares		Prime Institutional Shares		Managed Shares
Beginning Account Value 1/1/13	$	1,000.00	$	1,000.00	$	1,000.00
Ending Account Value 6/30/13	$	1,023.65	$	1,023.65	$	1,023.60
Expenses Paid per $1,000**	$	1.15	$	1.15	$	1.20

* Expenses include amounts allocated proportionally from the master portfolio.

** Expenses are equal to the Fund's annualized expense ratio for each share class, multiplied by the average account value over the period, multiplied by 181 (the number of days in the most recent six-month period), then divided by 365.

Annualized Expense Ratios	Prime Shares	Prime Institutional Shares	Managed Shares
Cash Reserve Fund — Prime Series	.23%	.23%	.24%

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

For an analysis of the fees associated with an investment in the Fund or similar funds, please refer to http://apps.finra.org/fundanalyzer/1/fa.aspx.

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

Investment Portfolio as of June 30, 2013 (Unaudited)

	Principal Amount ($)		Value ($)

Certificates of Deposit and Bank Notes 13.7%
Banco del Estado de Chile:
0.26%, 10/16/2013		34,550,000		34,550,000
0.26%, 11/12/2013		50,000,000		50,000,000
0.27%, 11/14/2013		35,500,000		35,500,000
Bank of Nova Scotia, 0.27%, 12/11/2013		32,000,000		32,002,885
BNP Paribas, 0.37%, 7/2/2013		35,954,000		35,954,219
Caisse des Depots et Consignations, 1.25%, 9/20/2013		22,000,000		22,046,818
Canadian Imperial Bank of Commerce, 1.45%, 9/13/2013		10,014,000		10,037,683
China Construction Bank Corp.:
0.39%, 8/30/2013		65,000,000		65,000,000
0.4%, 9/10/2013		40,000,000		40,000,000
Credit Suisse:
0.24%, 8/30/2013		95,862,000		95,862,000
0.25%, 8/8/2013		157,500,000		157,500,000
DnB Bank ASA:
0.19%, 10/3/2013		194,956,000		194,956,000
0.225%, 7/3/2013		59,000,000		59,000,000
0.23%, 11/20/2013		160,000,000		160,000,000
DZ Bank AG:
0.19%, 10/1/2013		108,000,000		108,000,000
0.21%, 8/2/2013		133,000,000		133,000,000
0.21%, 8/12/2013		45,750,000		45,750,000
Industrial & Commercial Bank of China:
0.32%, 7/1/2013		65,000,000		65,000,000
0.4%, 8/9/2013		177,500,000		177,500,000
0.4%, 8/28/2013		94,000,000		94,000,000
0.4%, 9/6/2013		45,480,000		45,480,000
Inter-American Development Bank, 1.625%, 7/15/2013		25,000,000		25,014,420
International Business Machines Corp., 1.25%, 5/12/2014		35,000,000		35,294,750
Kreditanstalt Fuer Wiederaufbau:
0.211%, 2/28/2014		50,000,000		49,979,470
0.22%, 4/11/2014		72,000,000		71,979,188
Microsoft Corp., 0.875%, 9/27/2013		6,151,000		6,160,349
Mitsubishi UFJ Trust & Banking Corp., 0.22%, 7/22/2013		60,500,000		60,500,000
Mizuho Corporate Bank Ltd.:
0.23%, 9/9/2013		70,000,000		70,000,000
0.24%, 8/9/2013		100,000,000		100,000,000
Natixis, 0.19%, 7/2/2013		44,000,000		44,000,000
Nordea Bank Finland PLC:
0.25%, 9/9/2013		157,000,000		157,000,000
0.25%, 9/16/2013		25,000,000		25,000,000
0.27%, 7/8/2013		150,000,000		150,000,000
Norinchukin Bank:
0.14%, 7/11/2013		67,000,000		67,000,000
0.23%, 9/13/2013		50,000,000		50,000,000
0.24%, 8/9/2013		58,000,000		58,000,000
Oversea-Chinese Banking Corp., Ltd., 0.25%, 9/9/2013		50,000,000		50,000,000
Rabobank Nederland NV:
0.27%, 9/9/2013		52,500,000		52,500,000
0.27%, 11/5/2013		114,000,000		114,000,000
0.405%, 1/8/2014		44,000,000		44,031,374
Skandinaviska Enskilda Banken AB, 0.22%, 10/28/2013		50,000,000		49,999,174
Sumitomo Mitsui Banking Corp., 0.24%, 8/23/2013		118,000,000		118,000,000
Svenska Handelsbanken AB:
0.185%, 9/24/2013		100,000,000		100,001,180
0.225%, 7/12/2013		94,000,000		94,000,143
0.28%, 7/23/2013		119,000,000		119,000,363
Toronto-Dominion Bank, 0.455%, 7/26/2013		41,000,000		41,006,552
Total Certificates of Deposit and Bank Notes (Cost $3,413,606,568)				3,413,606,568

Commercial Paper 38.2%
Issued at Discount** 35.3%
Antalis U.S. Funding Corp.:
144A, 0.17%, 7/3/2013		34,350,000		34,349,676
144A, 0.23%, 7/18/2013		44,450,000		44,445,172
144A, 0.25%, 8/1/2013		29,452,000		29,445,660
ANZ National International Ltd., 0.3%, 10/29/2013		199,000,000		198,801,000
ASB Finance Ltd.:
0.25%, 7/25/2013		12,619,000		12,616,897
0.25%, 12/17/2013		53,951,000		53,887,683
Barclays Bank PLC, 0.17%, 7/22/2013		106,000,000		105,989,488
Bedford Row Funding Corp.:
144A, 0.32%, 7/15/2013		44,125,000		44,119,509
144A, 0.39%, 10/21/2013		53,125,000		53,060,542
144A, 0.42%, 1/3/2014		53,125,000		53,009,719
BMW U.S. Capital LLC, 144A, 0.11%, 7/9/2013		20,000,000		19,999,511
BNZ International Funding Ltd., 144A, 0.26%, 8/8/2013		10,000,000		9,997,256
Caisse Centrale Desjardins du Quebec:
0.195%, 10/15/2013		35,000,000		34,979,904
0.205%, 8/19/2013		24,621,000		24,614,130
Caisse des Depots et Consignations:
144A, 0.21%, 7/9/2013		50,000,000		49,997,667
144A, 0.22%, 9/5/2013		20,000,000		19,991,933
144A, 0.25%, 12/3/2013		95,000,000		94,897,743
144A, 0.255%, 12/13/2013		118,000,000		117,862,087
144A, 0.26%, 9/27/2013		100,000,000		99,936,444
144A, 0.26%, 10/1/2013		160,000,000		159,893,689
144A, 0.265%, 10/25/2013		37,000,000		36,968,406
144A, 0.275%, 10/9/2013		56,000,000		55,957,222
144A, 0.275%, 10/15/2013		70,000,000		69,943,319
144A, 0.28%, 10/17/2013		35,000,000		34,970,600
Canada:
0.16%, 8/23/2013		10,000,000		9,997,644
0.18%, 11/15/2013		50,000,000		49,965,750
Caterpillar Financial Services Corp., 0.12%, 9/16/2013		2,001,000		2,000,486
Collateralized Commercial Paper Co., LLC, 0.24%, 8/6/2013		175,000,000		174,958,000
Collateralized Commercial Paper II Co., LLC:
144A, 0.225%, 9/16/2013		129,000,000		128,937,919
144A, 0.225%, 9/17/2013		150,000,000		149,926,875
144A, 0.225%, 10/3/2013		123,000,000		122,927,737
144A, 0.25%, 7/9/2013		50,000,000		49,997,222
CPPIB Capital, Inc., 0.18%, 7/16/2013		70,000,000		69,994,750
DBS Bank Ltd.:
144A, 0.24%, 7/18/2013		60,000,000		59,993,200
144A, 0.25%, 7/8/2013		25,000,000		24,998,785
144A, 0.25%, 9/12/2013		29,200,000		29,185,197
DnB Bank ASA, 0.24%, 9/5/2013		132,797,000		132,738,569
Erste Abwicklungsanstalt:
0.2%, 9/5/2013		50,000,000		49,981,667
0.2%, 10/30/2013		50,000,000		49,966,389
0.21%, 7/15/2013		100,000,000		99,991,833
0.21%, 8/27/2013		65,000,000		64,978,387
0.22%, 11/5/2013		50,000,000		49,961,194
0.23%, 8/23/2013		22,500,000		22,492,381
0.23%, 9/10/2013		65,000,000		64,970,515
0.24%, 8/1/2013		52,000,000		51,989,253
0.245%, 9/13/2013		50,000,000		49,974,819
0.245%, 10/16/2013		34,600,000		34,574,804
0.25%, 9/12/2013		15,000,000		14,992,396
0.26%, 10/7/2013		50,000,000		49,964,611
0.39%, 7/16/2013		30,000,000		29,995,125
0.39%, 7/17/2013		100,000,000		99,982,667
0.39%, 7/22/2013		30,500,000		30,493,061
0.4%, 10/11/2013		40,000,000		39,954,667
0.41%, 8/1/2013		75,000,000		74,973,521
0.425%, 7/8/2013		22,000,000		21,998,182
0.425%, 8/1/2013		25,000,000		24,990,851
0.43%, 7/19/2013		50,000,000		49,989,250
0.43%, 8/13/2013		19,200,000		19,190,139
0.43%, 11/29/2013		45,000,000		44,918,838
0.52%, 7/17/2013		25,000,000		24,994,222
0.53%, 7/1/2013		50,000,000		50,000,000
Exxon Mobil Corp., 0.09%, 7/29/2013		106,500,000		106,492,545
General Electric Capital Corp.:
0.23%, 10/3/2013		100,000,000		99,939,944
0.23%, 10/21/2013		1,529,000		1,527,906
0.23%, 12/9/2013		125,000,000		124,871,424
Gotham Funding Corp., 144A, 0.17%, 7/1/2013		90,242,000		90,242,000
Hannover Funding Co., LLC, 0.24%, 8/15/2013		30,000,000		29,991,000
Kells Funding LLC:
144A, 0.22%, 9/18/2013		47,000,000		46,977,309
144A, 0.225%, 11/14/2013		100,000,000		99,915,000
144A, 0.23%, 9/18/2013		100,000,000		99,949,528
144A, 0.235%, 12/2/2013		150,000,000		149,849,208
144A, 0.24%, 9/18/2013		29,250,000		29,234,595
144A, 0.25%, 9/17/2013		95,000,000		94,948,542
144A, 0.25%, 9/20/2013		98,000,000		97,944,875
144A, 0.25%, 10/3/2013		35,000,000		34,977,153
144A, 0.255%, 12/2/2013		50,000,000		49,945,458
144A, 0.255%, 12/9/2013		100,000,000		99,885,958
144A, 0.26%, 8/14/2013		50,000,000		49,984,111
144A, 0.26%, 8/15/2013		31,000,000		30,989,925
144A, 0.28%, 7/24/2013		125,000,000		124,977,639
144A, 0.3%, 7/16/2013		50,000,000		49,993,750
Kreditanstalt Fuer Wiederaufbau:
144A, 0.17%, 10/30/2013		70,000,000		69,960,003
144A, 0.19%, 8/20/2013		44,000,000		43,988,389
144A, 0.19%, 9/5/2013		24,000,000		23,991,640
144A, 0.195%, 8/12/2013		103,500,000		103,476,454
144A, 0.2%, 7/5/2013		128,491,000		128,488,145
144A, 0.2%, 7/15/2013		125,000,000		124,990,278
LMA Americas LLC, 144A, 0.2%, 7/29/2013		44,500,000		44,493,078
Macquarie Bank Ltd., 144A, 0.21%, 7/2/2013		63,204,000		63,203,631
Manhattan Asset Funding Co., LLC, 144A, 0.2%, 7/11/2013		46,000,000		45,997,444
Matchpoint Master Trust:
0.17%, 7/15/2013		45,000,000		44,997,025
0.19%, 8/16/2013		73,500,000		73,482,156
MetLife Short Term Funding LLC, 144A, 0.15%, 8/13/2013		13,998,000		13,995,492
Natixis U.S. Finance Co., LLC, 0.16%, 7/2/2013		24,000,000		23,999,893
Nederlandse Waterschapsbank NV:
0.2%, 10/7/2013		23,000,000		22,987,478
0.27%, 9/23/2013		50,000,000		49,968,500
Nestle Finance International Ltd.:
0.1%, 7/3/2013		2,500,000		2,499,986
0.2%, 9/16/2013		168,500,000		168,427,919
Nieuw Amsterdam Receivables Corp.:
144A, 0.18%, 7/22/2013		39,000,000		38,995,905
144A, 0.2%, 8/7/2013		132,500,000		132,472,764
Nordea North America, Inc.:
0.24%, 11/8/2013		74,200,000		74,135,693
0.27%, 7/22/2013		150,000,000		149,976,375
0.275%, 7/16/2013		100,000,000		99,988,542
Oesterreichische Kontrollbank AG, 0.15%, 8/12/2013		9,681,000		9,679,306
Oversea-Chinese Banking Corp., Ltd., 0.17%, 8/1/2013		40,000,000		39,994,144
Proctor & Gamble Co., 0.16%, 8/1/2013		23,500,000		23,496,762
Province of Ontario Canada:
0.12%, 8/30/2013		15,200,000		15,196,960
0.16%, 11/27/2013		5,497,000		5,493,360
PSP Capital, Inc.:
0.12%, 7/15/2013		56,495,000		56,492,364
0.22%, 9/25/2013		25,000,000		24,986,861
Regency Markets No. 1 LLC:
144A, 0.15%, 7/2/2013		40,000,000		39,999,833
144A, 0.16%, 7/5/2013		3,254,000		3,253,942
144A, 0.16%, 7/11/2013		33,579,000		33,577,508
144A, 0.17%, 7/16/2013		103,482,000		103,474,670
144A, 0.17%, 7/31/2013		22,507,000		22,503,812
144A, 0.18%, 7/22/2013		50,000,000		49,994,750
Scaldis Capital LLC:
0.17%, 7/15/2013		40,000,000		39,997,356
0.19%, 7/25/2013		8,000,000		7,998,987
0.199%, 8/12/2013		75,000,000		74,982,500
0.2%, 8/2/2013		80,000,000		79,985,778
Sinopec Century Bright Capital Investment Ltd., 0.27%, 7/11/2013		60,000,000		59,995,500
Skandinaviska Enskilda Banken AB:
0.22%, 7/2/2013		38,000,000		37,999,768
0.22%, 7/3/2013		100,000,000		99,998,778
0.235%, 10/3/2013		140,000,000		139,914,094
Standard Chartered Bank:
0.24%, 7/15/2013		150,000,000		149,986,000
0.27%, 7/11/2013		258,673,000		258,653,600
Starbird Funding Corp., 144A, 0.18%, 8/19/2013		25,000,000		24,993,875
Sumitomo Mitsui Banking Corp., 0.23%, 9/10/2013		57,000,000		56,974,144
Svenska Handelsbanken AB:
0.21%, 11/7/2013		114,000,000		113,914,215
0.275%, 7/31/2013		148,550,000		148,515,957
Target Corp., 0.09%, 7/1/2013		38,743,000		38,743,000
The Army & Air Force Exchange Service:
0.1%, 7/15/2013		9,000,000		8,999,650
0.1%, 7/22/2013		5,400,000		5,399,685
0.1%, 7/23/2013		25,000,000		24,998,472
0.11%, 7/29/2013		23,500,000		23,497,989
Thunder Bay Funding LLC, 144A, 0.25%, 11/1/2013		20,000,000		19,982,917
Toronto-Dominion Holdings U.S.A., Inc., 0.12%, 7/12/2013		12,494,000		12,493,542
Unilever Capital Corp., 0.09%, 7/9/2013		13,605,000		13,604,728
Victory Receivables Corp.:
144A, 0.17%, 7/18/2013		55,000,000		54,995,585
144A, 0.17%, 7/19/2013		43,837,000		43,833,274
144A, 0.19%, 7/11/2013		27,552,000		27,550,546
144A, 0.2%, 7/16/2013		100,563,000		100,554,620
Wal-Mart Stores, Inc., 0.09%, 9/16/2013		7,000,000		6,998,653
Working Capital Management Co.:
144A, 0.16%, 7/1/2013		5,280,000		5,280,000
144A, 0.18%, 7/2/2013		30,000,000		29,999,850
				8,776,818,158
Issued at Par* 2.9%
ASB Finance Ltd., 144A, 0.403%, 9/4/2013		52,500,000		52,500,000
Atlantic Asset Securitization LLC:
144A, 0.243%, 9/4/2013		30,000,000		29,999,531
144A, 0.254%, 10/4/2013		100,000,000		100,000,000
Australia & New Zealand Banking Group Ltd., 144A, 0.31%, 12/6/2013		125,000,000		125,000,000
Barton Capital LLC, 144A, 0.27%, 11/4/2013		30,000,000		30,000,000
BNZ International Funding Ltd., 144A, 0.356%, 10/23/2013		50,000,000		50,000,000
Kells Funding LLC:
144A, 0.252%, 11/12/2013		87,000,000		87,000,000
144A, 0.291%, 10/21/2013		53,000,000		53,000,135
144A, 0.343%, 9/3/2013		50,000,000		50,000,000
Westpac Banking Corp.:
144A, 0.283%, 9/3/2013		49,000,000		49,000,000
144A, 0.31%, 11/29/2013		100,000,000		100,000,000
				726,499,666
Total Commercial Paper (Cost $9,503,317,824)				9,503,317,824

Government & Agency Obligations 5.4%
Other Government Related (a) 0.3%
European Investment Bank, 3.0%, 4/8/2014		61,700,000		62,994,269
U.S. Government Sponsored Agencies 2.8%
Federal Farm Credit Bank, 0.19%, 12/13/2013		30,000,000		30,000,000
Federal Home Loan Bank:
0.125%, 6/18/2014		12,100,000		12,094,107
0.13%, 3/19/2014		26,000,000		25,996,520
0.14%*, 7/25/2013		35,000,000		34,999,883
0.15%*, 11/8/2013		20,000,000		19,997,165
0.16%, 12/19/2013		23,160,000		23,159,305
0.175%*, 11/4/2013		22,000,000		21,998,081
0.25%, 9/6/2013		25,000,000		25,007,595
0.27%, 7/3/2013		35,000,000		35,000,000
0.375%, 11/27/2013		41,835,000		41,872,206
0.875%, 12/27/2013		25,000,000		25,085,629
Federal Home Loan Mortgage Corp.:
0.089%**, 11/6/2013		25,000,000		24,992,000
0.099%**, 12/19/2013		25,000,000		24,988,125
0.1%**, 12/17/2013		27,000,000		26,987,325
0.1%**, 12/20/2013		34,000,000		33,983,756
0.109%**, 11/19/2013		18,250,000		18,242,137
0.11%**, 1/21/2014		40,000,000		39,975,067
0.11%**, 1/22/2014		41,000,000		40,974,318
0.11%**, 1/23/2014		12,500,000		12,492,132
0.11%**, 2/4/2014		35,000,000		34,976,686
0.138%**, 8/13/2013		27,000,000		26,995,485
0.16%**, 7/1/2013		25,000,000		25,000,000
1.375%, 2/25/2014		27,000,000		27,217,286
Federal National Mortgage Association:
0.12%**, 2/24/2014		22,500,000		22,482,150
1.25%, 2/27/2014		25,000,000		25,180,544
2.75%, 3/13/2014		27,629,000		28,122,954
				707,820,456
U.S. Treasury Obligations 2.3%
U.S. Treasury Bills:
0.047%**, 9/5/2013		15,000,000		14,998,694
0.05%**, 7/18/2013		13,000,000		12,999,693
0.05%**, 9/12/2013		1,000,000		999,899
0.108%**, 4/3/2014		2,638,000		2,635,816
0.177%**, 10/17/2013		291,320,000		291,164,872
U.S. Treasury Notes:
0.25%, 11/30/2013		2,800,000		2,800,918
0.5%, 10/15/2013		7,500,000		7,506,870
0.5%, 11/15/2013		78,000,000		78,112,780
0.75%, 12/15/2013		13,000,000		13,034,772
1.875%, 4/30/2014		75,000,000		76,059,299
2.25%, 5/31/2014		40,000,000		40,764,502
4.0%, 2/15/2014		33,000,000		33,789,503
				574,867,618
Total Government & Agency Obligations (Cost $1,345,682,343)				1,345,682,343

Short-Term Notes* 11.9%
Australia & New Zealand Banking Group Ltd., 144A, 0.338%, 5/12/2014		120,700,000		120,700,000
Bank of Nova Scotia:
0.21%, 8/9/2013		92,600,000		92,600,000
0.22%, 10/10/2013		25,000,000		25,000,000
0.25%, 4/9/2014		200,000,000		200,000,000
0.26%, 1/10/2014		135,000,000		135,000,000
0.412%, 6/24/2019		85,000,000		85,000,000
Canadian Imperial Bank of Commerce, 0.29%, 5/16/2014		176,750,000		176,750,459
China Construction Bank Corp., 0.422%, 10/20/2014		134,500,000		134,500,000
Commonwealth Bank of Australia, 144A, 0.25%, 6/11/2014		165,000,000		165,000,000
JPMorgan Chase Bank NA, 0.355%, 4/22/2019		164,250,000		164,250,000
Kommunalbanken AS:
144A, 0.16%, 2/26/2014		33,000,000		33,000,000
144A, 0.16%, 3/5/2014		100,000,000		100,000,000
Kreditanstalt Fuer Wiederaufbau, 0.457%, 1/17/2014		60,000,000		60,078,340
National Australia Bank Ltd.:
0.272%, 8/13/2013		84,500,000		84,500,000
144A, 0.998%, 4/11/2014		28,765,000		28,923,515
Rabobank Nederland NV:
0.292%, 9/10/2013		100,000,000		100,000,000
0.31%, 5/8/2014		85,000,000		85,000,000
0.345%, 1/27/2014		150,000,000		150,000,000
0.375%, 11/14/2013		50,000,000		50,000,000
Royal Bank of Canada:
0.29%, 4/17/2014		28,500,000		28,500,000
0.29%, 6/17/2014		53,500,000		53,500,000
0.31%, 2/28/2014		115,000,000		115,000,000
Svensk Exportkredit AB, 144A, 0.18%, 6/17/2014		66,600,000		66,600,000
Wells Fargo Bank NA:
0.14%, 10/8/2013		84,000,000		84,000,000
0.183%, 11/22/2013		114,560,000		114,560,000
0.243%, 3/7/2014		125,000,000		125,000,000
Westpac Banking Corp.:
0.243%, 7/24/2013		75,000,000		75,000,000
0.282%, 5/9/2014		107,500,000		107,500,000
0.29%, 4/28/2014		15,000,000		15,000,000
0.31%, 11/15/2013		112,500,000		112,500,000
0.452%, 8/9/2013		82,500,000		82,500,000
Total Short-Term Notes (Cost $2,969,962,314)				2,969,962,314

Time Deposits 16.8%
Australia & New Zealand Banking Group Ltd., 0.1%, 7/2/2013		200,000,000		200,000,000
Bank of Scotland PLC, 0.05%, 7/1/2013		350,000,000		350,000,000
Citibank NA, 0.09%, 7/2/2013		138,000,000		138,000,000
Credit Agricole Corporate & Investment Bank, 0.11%, 7/1/2013		632,000,000		632,000,000
DnB Bank ASA, 0.02%, 7/1/2013		650,000,000		650,000,000
Societe Generale, 0.08%, 7/1/2013		600,000,000		600,000,000
Standard Chartered Bank, 0.04%, 7/1/2013		415,000,000		415,000,000
State Street Bank & Trust Co., 0.01%, 7/1/2013		1,210,000,000		1,210,000,000
Total Time Deposits (Cost $4,195,000,000)				4,195,000,000

Municipal Investments 10.1%
Alaska, Eclipse Funding Trust, Solar Eclipse, State Industrial Development & Experiment, 144A, 0.06%***, 10/1/2014, LIQ: U.S. Bank NA, LOC: U.S. Bank NA		7,540,000		7,540,000
Arizona, Nuveen Premium Income Municipal Fund, Inc., Series T30017-I, 144A, 0.18%***, 8/1/2014, LIQ: Citibank NA		27,900,000		27,900,000
BlackRock MuniHoldings New Jersey Quality Fund, Inc., Series W-7-1727, 144A, AMT, 0.27%***, 7/1/2041, LIQ: Bank of America NA		30,000,000		30,000,000
BlackRock MuniHoldings New York Quality Fund, Inc., Series W-7-2436, 144A, AMT, 0.27%***, 7/1/2041, LIQ: Bank of America NA		40,000,000		40,000,000
BlackRock MuniYield Fund, Inc., Series W-7-2514, 144A, AMT, 0.27%***, 7/1/2041, LIQ: Bank of America NA		25,000,000		25,000,000
California, Clipper Tax-Exempt Certificate Trust, Series 2009-66, 144A, 0.06%***, 5/15/2030, LIQ: State Street Bank & Trust Co.		23,800,000		23,800,000
California, State General Obligation:
Series A, 144A, 0.05%***, 5/1/2040, LOC: Royal Bank of Canada		30,450,000		30,450,000
Series B, 0.05%***, 5/1/2040, LOC: Barclays Bank PLC		30,000,000		30,000,000
California, Wells Fargo State Trusts:
Series 25C, 144A, 0.19%***, 11/1/2041, GTY: Wells Fargo Bank NA, LIQ: Wells Fargo Bank NA		9,525,000		9,525,000
Series 16C, 144A, 0.2%***, 9/1/2029, LIQ: Wells Fargo Bank NA		42,515,000		42,515,000
Channahon, IL, Morris Hospital Revenue, 0.06%***, 12/1/2034, LOC: U.S. Bank NA		5,220,000		5,220,000
Charlotte, NC, Certificates of Participation, Series D, 0.18%***, 6/1/2035, LOC: Bank of America NA		93,595,000		93,595,000
Clark County, NV, Airport Revenue, Series D-2B, 0.06%***, 7/1/2040, LOC: Royal Bank of Canada		37,500,000		37,500,000
Colorado, RBC Municipal Products, Inc. Trust, Series E-25, 144A, AMT, 0.09%***, 11/15/2025, LIQ: Royal Bank of Canada, LOC: Royal Bank of Canada		22,000,000		22,000,000
Federal Home Loan Mortgage Corp., Multi-Family Variable Rate Certificates, "A", Series M024, AMT, 0.1%***, 7/15/2050, LIQ: Freddie Mac		18,695,000		18,695,000
Gulf Coast, TX, Waste Disposal Authority, Exxon Mobil Project, AMT, 0.06%***, 12/1/2025		25,000,000		25,000,000
Hawaii, Wells Fargo Stage Trust, Series 54C, 144A, 0.19%***, 4/1/2029, GTY: Wells Fargo Bank NA, LIQ: Wells Fargo Bank NA		9,235,000		9,235,000
Illinois, State Finance Authority Revenue, Presbyterian Homes, 0.07%***, 9/1/2024, LOC: Northern Trust Co.		20,030,000		20,030,000
Illinois, Wells Fargo Stage Trust, Series 50C, 144A, 0.06%***, 11/15/2035, GTY: Wells Fargo Bank NA, LIQ: Wells Fargo Bank NA		9,110,000		9,110,000
Indiana, State Finance Authority, Industrial Revenue, Midwest Fertilizer Corp. Project, 0.2%***, 7/1/2046		50,000,000		50,000,000
Kentucky, State Housing Corp. Revenue, Series O, 0.19%***, 1/1/2036, SPA: State Street Bank & Trust Co.		16,660,000		16,660,000
Kentucky, State Housing Corp., Housing Revenue, Series F, AMT, 0.09%***, 7/1/2029, SPA: PNC Bank NA		20,540,000		20,540,000
Lee County, FL, Industrial Development Authority, Improvement Hope Hospice Project, 0.08%***, 10/1/2027, LOC: Northern Trust Co.		19,600,000		19,600,000
Louisville & Jefferson County, KY, Regional Airport Authority, UPS Worldwide Forwarding, Series A, AMT, 0.05%***, 1/1/2029		27,000,000		27,000,000
Lower Neches Valley, TX, Industrial Development Corp., Series B-2, AMT, 0.04%***, 12/1/2039, GTY: Exxon Mobil Corp.		8,450,000		8,450,000
Maine, State Housing Authority, Mortgage Revenue, Series E-2, AMT, 0.07%***, 11/15/2041, SPA: State Street Bank & Trust Co.		8,000,000		8,000,000
Maryland, State Health & Higher Educational Facilities Authority Revenue, Adventist Healthcare, Series A, 0.06%***, 1/1/2035, LOC: Union Bank NA		58,000,000		58,000,000
Massachusetts, JPMorgan Chase Putters/Drivers Trust, Various States, Series 4320, 144A, 0.07%***, 5/31/2016, LIQ: JPMorgan Chase Bank NA		17,600,000		17,600,000
Massachusetts, State Department of Transportation, Metropolitan Highway Systems Revenue, Contract Assistance, Series A2, 0.05%***, 1/1/2037, SPA: Bank of Tokyo-Mitsubishi UFJ		19,100,000		19,100,000
Massachusetts, State Health & Educational Facilities Authority Revenue, Boston University, Series N, 0.18%***, 10/1/2034, LOC: Bank of America NA		13,670,000		13,670,000
Metropolitan Washington, DC, Airport Authority Systems Revenue:
Series C-1, 144A, AMT, 0.05%***, 10/1/2033, LOC: Barclays Bank PLC		63,050,000		63,050,000
Series C-2, 0.06%***, 10/1/2039, LOC: Barclays Bank PLC		13,880,000		13,880,000
Michigan, Finance Authority, School Loan:
Series C, 0.16%***, 9/1/2050, LOC: Bank of Montreal		21,000,000		21,000,000
Series B, 0.17%***, 9/1/2050, LOC: PNC Bank NA		25,000,000		25,000,000
Michigan, RBC Municipal Products, Inc. Trust:
Series L-27, 144A, AMT, 0.11%***, 3/1/2031, LIQ: Royal Bank of Canada, LOC: Royal Bank of Canada		19,245,000		19,245,000
Series L-25, 144A, AMT, 0.11%***, 9/1/2033, LIQ: Royal Bank of Canada, LOC: Royal Bank of Canada		66,745,000		66,745,000
Minnesota, State Housing Finance Agency, Residential Housing Finance, Series C, AMT, 0.07%***, 7/1/2048, LIQ: Federal Home Loan Bank		8,000,000		8,000,000
Minnesota, State Office of Higher Education Revenue, Supplementary Student:
Series A, AMT, 0.06%***, 10/1/2046, LOC: U.S. Bank NA		22,500,000		22,500,000
Series A, 0.18%***, 12/1/2043, LOC: U.S. Bank NA		11,500,000		11,500,000
Mississippi, State Business Finance Commission, Gulf Opportunity Zone, Chevron U.S.A., Inc.:
Series E, 0.05%***, 12/1/2030, GTY: Chevron Corp.		20,000,000		20,000,000
Series K, 0.05%***, 11/1/2035, GTY: Chevron Corp.		16,000,000		16,000,000
New Hampshire, State Health & Education Facilities Authority Revenue, Higher Education Loan Corp., Series A, 0.15%***, 12/1/2032, LOC: Royal Bank of Canada		18,778,000		18,778,000
New Mexico, Wells Fargo Stage Trust, Series 40C, 144A, 0.18%***, 8/1/2039, GTY: Wells Fargo Bank NA, LIQ: Wells Fargo Bank NA		9,265,000		9,265,000
New York, RIB Floater Trust, Series 1WE, 144A, 0.13%***, 9/30/2013, LIQ: Barclays Bank PLC		69,250,000		69,250,000
New York, State Housing Finance Agency Revenue, 88 Leonard Street, Series A, 144A, 0.21%***, 11/1/2037, LOC: Landesbank Hessen-Thuringen		11,750,000		11,750,000
New York, State Mortgage Agency, Homeowner Mortgage Revenue, Series 153, AMT, 0.1%***, 4/1/2047, SPA: Barclays Bank PLC		12,295,000		12,295,000
New York City, NY, Municipal Water Finance Authority, Water & Sewer Systems Revenue:
Series B, 0.04%***, 6/15/2032, SPA: California State Teacher's Retirement System		11,400,000		11,400,000
Series A-1, 0.04%***, 6/15/2044, SPA: Mizuho Corporate Bank		14,200,000		14,200,000
Series TR-T30001-I, 144A, 0.18%***, 6/15/2044, LIQ: Citibank NA		8,000,000		8,000,000
New York, NY, General Obligation, Series E, 0.08%***, 8/1/2034, LOC: Bank of America NA		16,195,000		16,195,000
Nuveen Dividend Advantage Municipal Fund, Series T30016-I, 144A, 0.18%***, 8/1/2014, LIQ: Citibank NA		70,300,000		70,300,000
Nuveen Select Quality Municipal Fund, Inc., Series 1-2525, 144A, AMT, 0.16%***, 5/1/2041, LIQ: Barclays Bank PLC		40,000,000		40,000,000
Ohio, State Higher Educational Facility Commission, Cleveland Clinic Health System, Series B-3, 0.05%***, 1/1/2039, LIQ: U.S. Bank NA		25,285,000		25,285,000
Ohio, State Housing Finance Agency, Residential Mortgage Revenue, Mortgage-Backed Securities Program, Series N, AMT, 0.11%***, 9/1/2036, SPA: State Street Bank & Trust Co.		83,500,000		83,500,000
Ohio, Wells Fargo Stage Trust, Series 12C, 144A, 0.18%***, 3/1/2031, GTY: Wells Fargo Bank NA, LIQ: Wells Fargo Bank NA		28,550,000		28,550,000
Oklahoma, Wells Fargo Stage Trust, Series 67C, 144A, 0.19%***, 9/1/2037, LIQ: Wells Fargo Bank NA		43,245,000		43,245,000
Palm Beach County, FL, Benjamin Private School Project Revenue, 0.08%***, 7/1/2025, LOC: Northern Trust Co.		11,475,000		11,475,000
Pennsylvania, State Economic Development Financing Authority, Unemployment Compensation Revenue, Series C, 0.06%***, 7/1/2024, LOC: PNC Bank NA		44,720,000		44,720,000
Puerto Rico, RIB Floater Trust, Series 8WE, 144A, 0.11%***, 9/30/2014, LOC: Barclays Bank PLC		37,550,000		37,550,000
San Francisco City & County, CA, Airports Commission, Series 36A, 0.07%***, 5/1/2026, LOC: U.S. Bank NA		21,900,000		21,900,000
San Jose, CA, Financing Authority:
Series F, 0.13%***, 6/1/2034, LOC: Bank of America NA		56,760,000		56,760,000
Series E2, 0.14%***, 6/1/2025, LOC: U.S. Bank NA		11,230,000		11,230,000
San Jose, CA, Financing Authority Lease Revenue, Ice Center, Series E1, 0.16%***, 6/1/2025, LOC: Bank of America NA		11,240,000		11,240,000
San Jose, CA, Redevelopment Agency, 0.3%, 12/10/2013		12,500,000		12,500,000
Suffolk County, NY, Industrial Development Agency, St. Anthony's High School Civic, 0.04%***, 12/1/2036, LOC: U.S. Bank NA, Sovereign Bank NA		11,040,000		11,040,000
Sweetwater County, WY, Pollution Control Revenue, PacifiCorp Project, Series A, 0.07%***, 12/1/2020, LOC: Bank of Nova Scotia		8,000,000		8,000,000
Tennessee, Tennergy Corp., Gas Revenue, Stars Certificates, Series 2006-001, 144A, 0.11%***, 5/1/2016, LOC: BNP Paribas		23,310,000		23,310,000
Texas, JPMorgan Chase Putters/Drivers Trust, Various States:
Series 4263, 144A, 0.07%***, 8/30/2013, LIQ: JPMorgan Chase Bank NA		148,255,000		148,255,000
Series 4264, 144A, 0.07%***, 8/30/2013, LIQ: JPMorgan Chase Bank NA		37,600,000		37,600,000
Texas, State General Obligation, Series E, 0.13%***, 12/1/2026, SPA: JPMorgan Chase Bank NA		19,000,000		19,000,000
Texas, State Transportation Revenue, 2.5%, 8/30/2013		206,000,000		206,774,194
Texas, State Veterans Housing Assistance Fund II, Series A, 144A, AMT, 0.1%***, 6/1/2034, SPA: Landesbank Hessen-Thuringen		16,765,000		16,765,000
Texas, Wells Fargo Stage Trust, Series 20C, 144A, AMT, 0.25%***, 5/1/2038, GTY: Wells Fargo Bank NA, LIQ: Wells Fargo Bank NA		16,120,000		16,120,000
University of Alabama, Hospital Revenue, Series B, 0.05%***, 9/1/2042, LOC: Wells Fargo Bank NA		60,000,000		60,000,000
University of Michigan, Series D-2, 0.04%***, 12/1/2029		15,840,000		15,840,000
University of Texas, Financing Systems Revenue, Series B, 0.02%***, 8/1/2039, LIQ: University of Texas Investment Management Co.		95,570,000		95,568,105
Virginia, Capital Beltway Funding Corp., Toll Revenue, Series D, 0.04%***, 12/31/2047, LOC: Bank of Nova Scotia		50,000,000		50,000,000
Virginia, State Small Business Financing Authority, Hospital Revenue, Carilion Clinic Obligation, Series B, 0.05%***, 7/1/2042, LOC: PNC Bank NA		12,000,000		12,000,000
Volusia County, FL, Housing Finance Authority, Multi-Family Housing Revenue, Cape Morris Cove Apartments, Series A, AMT, 0.09%***, 10/15/2042, LOC: JPMorgan Chase Bank NA		6,140,000		6,140,000
Washington, Wells Fargo Stage Trust, Series 69C, 144A, 0.22%***, 10/1/2019, GTY: Wells Fargo Bank NA, LIQ: Wells Fargo Bank NA		23,000,000		23,000,000
Wisconsin, Housing & Economic Development Authority, Home Ownership Revenue, Series B, 0.12%***, 3/1/2033, LOC: Fannie Mae, Freddie Mac		11,740,000		11,740,000
Wyoming, State Student Loan Corp., Revenue, Series A-3, 0.06%***, 12/1/2043, LOC: Royal Bank of Canada		30,000,000		30,000,000
Total Municipal Investments (Cost $2,513,195,299)				2,513,195,299

Repurchase Agreements 2.9%
BNP Paribas, 0.27%, dated 6/13/2013, to be repurchased at $30,007,200 on 7/15/2013 (b)		30,000,000		30,000,000
JPMorgan Securities, Inc., 0.4%, dated 3/18/2013, to be repurchased at $351,430,800 on 3/18/2014 (c)		350,000,000		350,000,000
Merrill Lynch & Co., Inc., 0.17%, dated 3/1/2013, to be repurchased at $200,175,667 on 9/3/2013 (d)		200,000,000		200,000,000
The Toronto-Dominion Bank, 0.1%, dated 6/28/2013, to be repurchased at $150,001,250 on 7/1/2013 (e)		150,000,000		150,000,000
Total Repurchase Agreements (Cost $730,000,000)				730,000,000

	% of Net Assets		Value ($)

Total Investment Portfolio ($24,670,764,348) †		99.0		24,670,764,348
Other Assets and Liabilities, Net		1.0		253,488,179
Net Assets		100.0		24,924,252,527

* Floating rate securities' yields vary with a designated market index or market rate, such as the coupon-equivalent of the U.S. Treasury Bill rate. These securities are shown at their current rate as of June 30, 2013.

** Annualized yield at time of purchase; not a coupon rate.

*** Variable rate demand notes and variable rate demand preferred shares are securities whose interest rates are reset periodically at market levels. These securities are payable on demand and are shown at their current rates as of June 30, 2013.

† The cost for federal income tax purposes was $24,670,764,348.

(a) Government-backed debt issued by financial companies or government sponsored enterprises.

(b) Collateralized by:

Principal Amount ($)		Security	Rate (%)		Maturity Date	Collateral Value ($)
	109,008	International Business Machines Corp.		1.625	5/15/2020		102,278
	226,823	KFW		4.0	10/15/2013		231,067
	359,484	Macquarie Bank Ltd.		4.1	12/17/2013		366,121
	200,809	McDonald's Corp.		5.35	3/1/2018		233,687
	28,865,385	Province of Ontario Canada		3.15	12/15/2017		30,668,533
	38,300	SpareBank 1 Boligkreditt AS		1.25	10/25/2013		38,483
Total Collateral Value							31,640,169

Principal Amount ($)		Security	Rate (%)		Maturity Date	Collateral Value ($)
	57,667,998	Access Group, Inc.		0.676-1.693	7/25/2034- 7/1/2038		50,926,589
	8,532,094	AmeriCredit Automobile Receivables Trust		1.17	1/8/2016		8,555,898
	4,275,000	Bear Stearns Commercial Mortgage Securities Trust		5.835	9/11/2042		4,733,671
	130,946,474	Bear Stearns Commercial Mortgage Securities Trust — Interest Only		0.103	2/11/2044		1,102,914
	8,396,477	Callidus Debt Partners CLO Fund VII Ltd.		1.026	1/21/2021		8,362,275
	15,151	Chase Funding Trust		0.773	11/25/2034		14,427
	164,310	CIT Home Equity Loan Trust		3.93	3/20/2032		168,266
	25,950,000	ECP CLO Ltd.		1.123	3/17/2022		25,557,584
	1,786,841	GSAMP Trust		1.093	10/25/2034		1,544,461
	5,200,000	Higher Education Funding I	Zero Coupon		1/1/2044		3,609,651
	3,782,676	JP Morgan Chase Commercial Mortgage Securities Trust		5.694	2/12/2049		4,090,809
	101,047,159	KKR Financial CLO Corp.		1.018	10/15/2017		100,712,257
	149,273,875	LB-UBS Commercial Mortgage Trust — Interest Only		0.368	11/15/2040		690,731
	8,411,864	Merrill Lynch Mortgage Investors Trust		0.393	8/25/2036		8,126,137
	140,486,090	Morgan Stanley Capital I Trust — Interest Only		1.482	6/15/2044		7,134,586
	14,550,000	Nelnet Student Loan Trust	Zero Coupon		6/25/2035		11,988,013
	28,934,980	Santander Consumer Acquired Receivables Trust		1.44	8/15/2016		29,040,336
	55,659,000	SLM Private Credit Student Loan Trust		0.543-0.703	9/15/2033- 12/15/2039		45,670,387
	8,605,363	SLM Student Loan Trust		0.383-1.473	12/15/2032- 12/15/2033		8,441,827
	50,000,000	U.S. Education Loan Trust IV LLC		0.35	9/1/2047		41,913,629
Total Collateral Value							362,384,448

(d) Collateralized by:

Principal Amount ($)		Security	Rate (%)		Maturity Date	Collateral Value ($)
	9,350,000	Asian Development Bank		0.875-5.82	6/10/2014- 6/16/2028		10,192,563
	20,385,000	Federal Farm Credit Bank		0.29	8/3/2015		20,447,401
	39,774,000	Federal Home Loan Bank	Zero Coupon		10/16/2013- 11/20/2013		39,763,343
	33,500,000	Federal Home Loan Mortgage Corp.	Zero Coupon		12/11/2025		21,360,270
	104,794,000	Federal National Mortgage Association	Zero Coupon- 6.08		10/1/2013- 10/23/2036		104,342,601
	3,450,000	Inter-American Development Bank		0.375	11/8/2013		3,455,350
	2,894,000	International Bank for Reconstruction & Development		1.125	8/25/2014		2,935,376
	2,000,000	International Finance Corp.		1.0-2.125	11/23/2016- 11/17/2017		2,028,883
	6,000	U.S. Treasury Bill	Zero Coupon		7/5/2013		6,000
Total Collateral Value							204,531,787

(e) Collateralized by:

Principal Amount ($)		Security	Rate (%)		Maturity Date	Collateral Value ($)
	3,034,997	Altria Group, Inc.		2.95-4.5	5/2/2023- 5/2/2043		2,785,103
	5,506,335	Bank of Nova Scotia		1.45-2.15	7/26/2013- 3/22/2017		5,705,506
	30,261	Berkshire Hathaway Finance Corp.		4.4	5/15/2042		28,155
	10,000,000	Boeing Co.		3.5	2/15/2015		10,596,906
	1,825,387	BP Capital Markets PLC		5.25	11/7/2013		1,869,831
	975,000	Caisse Centrale Desjardins du Quebec		1.6-2.55	3/24/2016- 3/6/2017		1,007,922
	174,518	Canadian Imperrial Bank		0.9	9/19/2014		175,818
	919,013	Cigna Corp.		5.375	2/15/2042		979,260
	1,000,000	Citigroup, Inc.		3.5	5/15/2023		895,608
	714,239	Coca-Cola Co.		3.625	3/15/2014		737,310
	1,313,000	Comcast Corp.		2.85	1/15/2023		1,263,356
	1,000,000	Deutsche Bank AG		4.296	5/24/2028		933,170
	22,362,520	General Electric Capital Corp.		0.47-6.75	1/8/2016- 3/15/2032		23,593,261
	2,000,000	Ingersoll-Rand Global Holding Co., Ltd.		2.875-5.75	1/15/2019- 6/15/2043		1,963,965
	15,080,830	JPMorgan Chase & Co.		1.1-4.35	10/15/2015- 8/15/2021		14,896,119
	1,000,000	Lorillard Tobacco Co.		3.75	5/20/2023		917,990
	1,000,000	McDonald's Corp.		3.625	5/1/2043		874,817
	250,000	National Bank of Canada		1.65	1/30/2014		253,396
	1,000,000	Northeast Utilities		2.8	5/1/2023		937,708
	3,000,000	Pacific LifeCorp.		5.125	1/30/2043		2,767,555
	5,220,307	Pepsi Bottling Group, Inc.		7.0	3/1/2029		6,783,267
	962,000	Rogers Communications, Inc.		4.5	3/15/2043		881,418
	39,306,075	Royal Bank of Canada		0.625-3.125	4/14/2015- 9/19/2017		39,374,012
	14,975,000	Shell International Finance BV		4.0	3/21/2014		15,522,902
	978,171	The Goldman Sachs Group Inc.		5.75	1/24/2022		1,102,787
	268,993	Toronto-Dominion Bank		1.625	9/14/2016		274,587
	500,000	Ventas Realty LP		2.7	4/1/2020		477,648
	14,104,347	Verizon Communications, Inc.		5.5-6.25	2/15/2018- 4/1/2037		16,306,878
	1,000,000	Walt Disney Co.		2.75	8/16/2021		993,735
	203,005	Wyeth LLC		5.5	2/1/2014		213,581
Total Collateral Value							155,113,571

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

AMT: Subject to alternative minimum tax.

GTY: Guaranty Agreement

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

LIQ: Liquidity Facility

LOC: Letter of Credit

SPA: Standby Bond Purchase Agreement

Fair Value Measurements

Various inputs are used in determining the value of the Portfolio's investments. These inputs are summarized in three broad levels. Level 1 includes quoted prices in active markets for identical securities. Level 2 includes other significant observable inputs (including quoted prices for similar securities, interest rates, prepayment speeds and credit risk). Level 3 includes significant unobservable inputs (including the Portfolio's own assumptions in determining the fair value of investments). The inputs or methodology used for valuing securities are not necessarily an indication of the risk associated with investing in those securities. Securities held by the Portfolio are reflected as Level 2 because the securities are valued at amortized cost (which approximates fair value) and, accordingly, the inputs used to determine value are not quoted prices in an active market.

The following is a summary of the inputs used as of June 30, 2013 in valuing the Portfolio's investments. For information on the Portfolio's policy regarding the valuation of investments, please refer to the Security Valuation section of Note A in the accompanying Notes to Financial Statements.

Assets	Level 1		Level 2		Level 3		Total

Investments in Securities (f)	$	—	$	23,940,764,348	$	—	$	23,940,764,348
Repurchase Agreements		—		730,000,000		—		730,000,000
Total	$	—	$	24,670,764,348	$	—	$	24,670,764,348

There have been no transfers between fair value measurement levels during the period ended June 30, 2013.

(f) See Investment Portfolio for additional detailed categorizations.

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

Statement of Assets and Liabilities

as of June 30, 2013 (Unaudited)
Assets
Investments in non-affiliated securities, valued at amortized cost	$	24,670,764,348
Cash		283,233,578
Receivable for investments sold		12,390,000
Interest receivable		10,640,149
Other assets		120,228
Total assets		24,977,148,303
Liabilities
Payable for investments purchased		49,999,174
Accrued management fee		2,101,421
Accrued Trustees' fees		37,718
Other accrued expenses and payables		757,463
Total liabilities		52,895,776
Net assets, at value	$	24,924,252,527

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

Statement of Operations

for the six months ended June 30, 2013 (Unaudited)
Investment Income
Income: Interest	$	30,719,058
Expenses: Management fee		16,260,524
Administration fee		3,883,817
Custodian fee		133,548
Professional fees		123,479
Reports to shareholders		9,412
Trustees' fees and expenses		348,355
Other		247,226
Total expenses before expense reductions		21,006,361
Expense reductions		(2,889,089	)
Total expenses after expense reductions		18,117,272
Net investment income		12,601,786
Net realized gain (loss) from investments		111,817
Net increase (decrease) in net assets resulting from operations	$	12,713,603

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

Statement of Changes in Net Assets

Increase (Decrease) in Net Assets	Six Months Ended June 30, 2013 (Unaudited)			Year Ended December 31, 2012
Operations: Net investment income	$	12,601,786		$	32,909,674
Net realized gain (loss)		111,817			149,845
Net increase (decrease) in net assets resulting from operations		12,713,603			33,059,519
Capital transactions in shares of beneficial interest: Proceeds from capital invested		105,647,550,277			209,300,376,621
Value of capital withdrawn		(105,545,768,474	)		(205,307,855,694	)
Net increase (decrease) in net assets from capital transactions in shares of beneficial interest		101,781,803			3,992,520,927
Increase (decrease) in net assets		114,495,406			4,025,580,446
Net assets at beginning of period		24,809,757,121			20,784,176,675
Net assets at end of period	$	24,924,252,527		$	24,809,757,121

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

Financial Highlights

				Years Ended December 31,
	Six Months Ended 6/30/13 (Unaudited)			2012		2011		2010		2009		2008
Ratios to Average Net Assets and Supplemental Data
Net assets, end of period ($ millions)		24,924			24,810		20,784		34,432		42,466		29,653
Ratio of expenses before expense reductions (%)		.16	*		.17		.16		.17		.16		.17
Ratio of expenses after expense reductions (%)		.14	*		.14		.15		.16		.14		.13
Ratio of net investment income (%)		.10	*		.14		.10		.16		.43		2.85
Total Return (%) a,b		.05	**		.14		.11		.17		.48		2.81
a Total return would have been lower had certain expenses not been reduced. b Total return for the Portfolio was derived from the performance of Cash Reserves Fund Institutional. * Annualized ** Not annualized

Notes to Financial Statements (Unaudited)

A. Organization and Significant Accounting Policies

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

The Portfolio is a master fund. A master/feeder fund structure is one in which a fund (a "feeder fund"), instead of investing directly in a portfolio of securities, invests most or all of its investment assets in a separate registered investment company (the "master fund") with substantially the same investment objective and policies as the feeder fund. Such a structure permits the pooling of assets of two or more feeder funds, preserving separate identities or distribution channels at the feeder fund level. The Portfolio may have several feeder funds, including affiliated DWS feeder funds and unaffiliated feeder funds; 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. As of June 30, 2013, Cash Management Fund, Cash Reserves Fund Institutional, Cash Reserves Fund — Prime Series and DWS Money Market Series owned approximately 9%, 6%, 4% and 79%, respectively, of the Portfolio.

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

Security Valuation. Various inputs are used in determining the value of the Portfolio's investments. These inputs are summarized in three broad levels. Level 1 includes quoted prices in active markets for identical securities. Level 2 includes other significant observable inputs (including quoted prices for similar securities, interest rates, prepayment speeds, and credit risk). Level 3 includes significant unobservable inputs (including the Portfolios' own assumptions in determining the fair value of investments). The inputs or methodology used for valuing securities are not necessarily an indication of the risk associated with investing in those securities.

The Portfolio values all securities utilizing the amortized cost method permitted in accordance with Rule 2a-7 under the 1940 Act and certain conditions therein. Under this method, which does not take into account unrealized capital gains or losses on securities, an instrument is initially valued at its cost and thereafter assumes a constant accretion/amortization rate to maturity of any discount or premium. Securities held by the Portfolio are reflected as Level 2 because the securities are valued at amortized cost (which approximates fair value) and, accordingly, the inputs used to determine value are not quoted prices in an active market.

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

As of June 30, 2013, the Portfolio had investments in repurchase agreements with a gross value of $730,000,000. The value of the related collateral exceeded the value of the repurchase agreements at period end. The detail of the related collateral is included in the footnotes following the Portfolio's Investment Portfolio.

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

It is intended that the Portfolio's assets, income and distributions will be managed in such a way that an investor in the Portfolio will be able to satisfy the requirements of Subchapter M of the Code, assuming that the investor invested all of its assets in the Portfolio.

The Portfolio has reviewed the tax positions for the open tax years as of December 31, 2012 and has determined that no provision for income tax is required in the Portfolio's financial statements. The Portfolio's federal tax returns for the prior three fiscal years remain open subject to examination by the Internal Revenue Service.

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

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

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

B. Fees and Transactions with Affiliates

Management Agreement. Under the Investment Management Agreement with Deutsche Investment Management Americas Inc. ("DIMA" or the "Advisor"), an indirect, wholly owned subsidiary of Deutsche Bank AG, the Advisor determines the securities, instruments and other contracts relating to investments to be purchased, sold or entered into by the Portfolio.

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

First $3.0 billion of the Portfolio's average daily net assets	.1500	%
Next $4.5 billion of such net assets	.1325	%
Over $7.5 billion of such net assets	.1200	%

The Advisor has voluntarily agreed to waive its fees and/or reimburse certain operating expenses to the extent necessary to maintain the operating expenses (excluding certain expenses such as extraordinary expenses, taxes, brokerage and interest) at 0.14% of the Fund's average daily net assets. The waiver may be changed or terminated at anytime without notice.

For the six months ended June 30, 2013, the Advisor waived a portion of its management fee aggregating $2,889,089, and the amount charged aggregated $13,371,435, which was equivalent to an annualized effective rate of 0.10% of the Portfolio's average daily net assets.

Administration Fee. Pursuant to an Administrative Services Agreement, DIMA provides most administrative services to the Portfolio. For all services provided under the Administrative Services Agreement, the Portfolio pays the Advisor an annual fee ("Administration Fee") of 0.03% of the Portfolio's average daily net assets, computed and accrued daily and payable monthly. For the six months ended June 30, 2013, the Administration Fee was $3,883,817, of which $620,733 is unpaid.

Filing Service Fees. Under an agreement with DIMA, DIMA is compensated for providing certain regulatory filing services to the Portfolio. For the six months ended June 30, 2013, the amount charged to the Portfolio by DIMA included in the Statement of Operations under "reports to shareholders" aggregated $905, all of which is unpaid.

Trustees' Fees and Expenses. The Portfolio paid retainer fees to each Trustee not affiliated with the Advisor, plus specified amounts to the Board Chairperson and Vice Chairperson and to each committee Chairperson.

C. Line of Credit

The Portfolio and other affiliated funds (the "Participants") share in a $375 million revolving credit facility provided by a syndication of banks. The Portfolio may borrow for temporary or emergency purposes, including the meeting of redemption requests that otherwise might require the untimely disposition of securities. The Participants are charged an annual commitment fee which is allocated based on net assets, among each of the Participants. Interest is calculated at a rate per annum equal to the sum of the Federal Funds Rate plus 1.25 percent plus if LIBOR exceeds the Federal Funds Rate the amount of such excess. The Portfolio may borrow up to a maximum of 33 percent of its net assets under the agreement. The Portfolio had no outstanding loans at June 30, 2013.

Other Information

Proxy Voting

The fund's policies and procedures for voting proxies for portfolio securities and information about how the fund's voted proxies related to its portfolio securities during the 12-month period ended June 30 are available on our Web site — www.dws-investments.com (click on "proxy voting"at the bottom of the page) — or on the SEC's Web site — www.sec.gov. To obtain a written copy of each fund's policies and procedures without charge, upon request, call us toll free at (800) 728-3337.

Portfolio Holdings

Following the Fund's fiscal first and third quarter-end, a complete portfolio holdings listing is filed with the SEC on Form N-Q. In addition, each month, information about the Fund and its portfolio holdings is filed with the SEC on Form N-MFP. The SEC delays the public availability of the information filed on Form N-MFP for 60 days after the end of the reporting period included in the filing. These forms will be available on the SEC's Web site at www.sec.gov, and they may also be reviewed and copied at the SEC's Public Reference Room in Washington, D.C. Information on the operation of the SEC's Public Reference Room may be obtained by calling (800) SEC-0330. The Fund's portfolio holdings are also posted on www.dws-investments.com from time to time. Please see the Fund's current prospectus for more information.

Money Market Fund Reform

In June 2013, the SEC proposed money market fund reform intended to address perceived systemic risks associated with money market funds and to improve transparency for money market fund investors. The Financial Stability Oversight Council (FSOC), a board of U.S. regulators established by the Dodd-Frank Act, had also previously proposed similar recommendations for money market fund reform. If one or more of the SEC or FSOC proposals for money market fund reform were to be adopted in the future, such regulatory action may affect the fund's operations and/or return potential.

Summary of Management Fee Evaluation by Independent Fee Consultant

September 17, 2012

Pursuant to an Order entered into by Deutsche Investment Management Americas and affiliates (collectively, "DeAM") with the Attorney General of New York, I, Thomas H. Mack, have been appointed the Independent Fee Consultant for the DWS Funds (formerly the DWS Scudder Funds). My duties include preparing an annual written evaluation of the management fees DeAM charges the Funds, considering among other factors the management fees charged by other mutual fund companies for like services, management fees DeAM charges other clients for like services, DeAM's costs of supplying services under the management agreements and related profit margins, possible economies of scale if a Fund grows larger, and the nature and quality of DeAM's services, including fund performance. This report summarizes my evaluation for 2012, including my qualifications, the evaluation process for each of the DWS Funds, consideration of certain complex-level factors, and my conclusions. I served in substantially the same capacity in 2007, 2008, 2009, 2010 and 2011.

Qualifications

For more than 35 years I have served in various professional capacities within the investment management business. I have held investment analysis and advisory positions, including securities analyst, portfolio strategist and director of investment policy with a large investment firm. I have also performed business management functions, including business development, financial management and marketing research and analysis.

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

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

Evaluation of Fees for each DWS Fund

My work focused primarily on evaluating, fund-by-fund, the fees charged to each of the 103 mutual fund portfolios in the DWS Fund family. For each Fund, I considered each of the key factors mentioned above, as well as any other relevant information. In doing so I worked closely with the Funds' Independent Directors in their annual contract renewal process, as well as in their approval of contracts for several new funds (documented separately).

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

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

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

Fees and Expenses Compared with Other Funds

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

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

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

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

DeAM's Fees for Similar Services to Others

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

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

Costs and Profit Margins

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

Economies of Scale

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

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

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

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

Quality of Service — Performance

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

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

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

Complex-Level Considerations

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

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

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

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

I considered how aggregated DWS Fund performance measures relative to appropriate peers had varied by asset class and over time.

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

Findings

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

Thomas H. Mack

President, Thomas H. Mack & Co., Inc.

Privacy Statement

FACTS		What Does Deutsche Asset & Wealth Management Do With Your Personal Information?
Why?		Financial companies choose how they share your personal information. Federal law gives consumers the right to limit some but not all sharing. Federal law also requires us to tell you how we collect, share and protect your personal information. Please read this notice carefully to understand what we do.
What?		The types of personal information we collect and share can include: • Social Security number • Account balances • Purchase and transaction history • Bank account information • Contact information such as mailing address, e-mail address and telephone number
How?		All financial companies need to share customers' personal information to run their everyday business. In the section below, we list the reasons financial companies can share their customers' personal information, the reasons Deutsche Asset & Wealth Management chooses to share and whether you can limit this sharing.

Reasons we can share your personal information	Does Deutsche Asset & Wealth Management share?	Can you limit this sharing?
For our everyday business purposes — such as to process your transactions, maintain your account(s), respond to court orders or legal investigations	Yes	No
For our marketing purposes — to offer our products and services to you	Yes	No
For joint marketing with other financial companies	No	We do not share
For our affiliates' everyday business purposes — information about your transactions and experiences	No	We do not share
For our affiliates' everyday business purposes — information about your creditworthiness	No	We do not share
For non-affiliates to market to you	No	We do not share

Questions?

Call (800) 728-3337 or e-mail us at dws-investments.info@dws.com

Who we are
Who is providing this notice?		DWS Investments Distributors, Inc.; Deutsche Investment Management Americas Inc.; DeAM Investor Services, Inc.; DWS Trust Company; the DWS Funds
What we do
How does Deutsche Asset & Wealth Management protect my personal information?		To protect your personal information from unauthorized access and use, we use security measures that comply with federal law. These measures include computer safeguards and secured files and buildings.
How does Deutsche Asset & Wealth Management collect my personal information?		We collect your personal information, for example. When you: • open an account • give us your contact information • provide bank account information for ACH or wire transactions • tell us where to send money • seek advice about your investments
Why can't I limit all sharing?		Federal law gives you the right to limit only • sharing for affiliates' everyday business purposes — information about your creditworthiness • affiliates from using your information to market to you • sharing for nonaffiliates to market to you State laws and individual companies may give you additional rights to limit sharing.
Definitions
Affiliates		Companies related by common ownership or control. They can be financial or non-financial companies. Our affiliates include financial companies with the DWS or Deutsche Bank ("DB") name, such as DB AG Frankfurt and DB Alex Brown.
Non-affiliates		Companies not related by common ownership or control. They can be financial and non-financial companies. Non-affiliates we share with include account service providers, service quality monitoring services, mailing service providers and verification services to help in the fight against money laundering and fraud.
Joint marketing		A formal agreement between non-affiliated financial companies that together market financial products or services to you. Deutsche Asset & Wealth Management does not jointly market.

Rev. 09/2012


ITEM 2.	CODE OF ETHICS

	Not applicable.

ITEM 3.	AUDIT COMMITTEE FINANCIAL EXPERT

	Not applicable

ITEM 4.	PRINCIPAL ACCOUNTANT FEES AND SERVICES

	Not applicable

ITEM 5.	AUDIT COMMITTEE OF LISTED REGISTRANTS

	Not applicable

ITEM 6.	SCHEDULE OF INVESTMENTS

	Not applicable

ITEM 7.	DISCLOSURE OF PROXY VOTING POLICIES AND PROCEDURES FOR CLOSED-END MANAGEMENT INVESTMENT COMPANIES

	Not applicable

ITEM 8.	PORTFOLIO MANAGERS OF CLOSED-END MANAGEMENT INVESTMENT COMPANIES

	Not applicable

ITEM 9.	PURCHASES OF EQUITY SECURITIES BY CLOSED-END MANAGEMENT INVESTMENT COMPANY AND AFFILIATED PURCHASERS

	Not applicable

ITEM 10.	SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

	There were no material changes to the procedures by which shareholders may recommend nominees to the Fund’s Board. The primary function of the Nominating and Governance Committee is to identify and recommend individuals for membership on the Board and oversee the administration of the Board Governance Guidelines. Shareholders may recommend candidates for Board positions by forwarding their correspondence by U.S. mail or courier service to Kenneth C. Froewiss, Independent Chairman, DWS Mutual Funds, P.O. Box 78, Short Hills, NJ 07078.

ITEM 11.	CONTROLS AND PROCEDURES

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

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

ITEM 12.	EXHIBITS

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

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

Form N-CSRS Item F

SIGNATURES

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

Registrant:	Prime Series, a series of Cash Reserve Fund, Inc.


By:	/s/ W. Douglas Beck W. Douglas Beck President

Date:	August 29, 2013

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

By:	/s/ W. Douglas Beck W. Douglas Beck President

Date:	August 29, 2013



By:	/s/Paul Schubert Paul Schubert Chief Financial Officer and Treasurer

Date:	August 29, 2013

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